UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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


For the fiscal year ended December 31, ~~2004~~2005		Commission File Number: 1-5415

A. M. CASTLE & CO.

(Exact name of registrant as specified in its charter)


Maryland				36-0879160

(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)


3400 North Wolf Road, Franklin Park, Illinois		60131

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code(847) 455-7111

Securities registered pursuant to Section 12(b) of the Act:


Title of each class				Name of each exchange on which registered

Common Stock — $0.01 par value Series A Cumulative Convertible Preferred Stock — 0.01 par value				American and Chicago Stock Exchanges Not Registered

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yeso Noþ

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.


		Yesþ		Noo

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesþ Noo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form ~~10-K~~10-K.þ.

Indicate by check mark whether the registrant is a large accelerated filer; an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):

Large Accelerated Filero Accelerated Filerþ Non-Accelerated Filero

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Act).~~Exchange Act. Yesþo Nooþ

~~The approximate~~

State the aggregate market value of the ~~registrant’s~~voting and non-voting common ~~stock~~equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the ~~registrant on March 4, 2005 was $127,869,186.~~

last business day of the registrant’s most recently completed second fiscal quarter. $134,858,000.

The number of shares outstanding of the registrant’s common stock on March ~~4, 2005~~24, 2006 was
~~15,881,046~~ 16,657,025 shares.

DOCUMENTS INCORPORATED BY REFERENCE


Documents Incorporated by Reference				Applicable Part of Form 10-K

Proxy Statement furnished to Stockholders in connection with registrant’s Annual Meeting of Stockholders				Part III

TABLE OF CONTENTS


ITEM 1—Business
	ITEM 11A — ~~Business~~Risk Factors
	ITEM 1B — Unresolved SEC Staff Comments
	ITEM 2 — Properties
	ITEM 3 — Legal Proceedings
	ITEM 4 — Submission of Matters to a Vote of Security Holders
PART II
	ITEM 5 — Market for the Registrant’s Common Equity, Related Stockholder Matters and ~~Issuer’s Purchase~~Issuer Purchases of Equity Securities
	ITEM 6 — Selected Financial Data
	ITEM 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 7a — Quantitative and Qualitative Disclosures about Market Risk
	ITEM 8 — Financial Statements and Supplementary Data
	ITEM 9 — Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
	ITEM 9A — Controls & Procedures
	Item 9B — Other Information
PART III
	ITEM 10 — Directors and Executive Officers of the Registrant
	ITEM 11 — Executive Compensation
	ITEM 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	ITEM 13 — Certain Relationships and Related Transactions
	ITEM 14 — Principal Accountant Fees and Services
PART IV
	ITEM 15 — Exhibits and Financial Statement Schedules
SIGNATURES
~~Articles~~By-Laws of ~~Merger~~the Company
~~Collateral Agency and Intercreditor Agreement~~
~~Intercreditor Agreement~~
~~Receivables Sale and Contribution Agreement~~
~~Receivables Purchase and Servicing~~Employment Agreement
Employment Agreement
~~Change of Control~~Executive Agreement
~~Management Incentive Plan~~
~~Description of Director's Deferred Compensation Plan~~
~~Subsidiaries~~Executive Agreement
Consent of Independent Registered Public Accounting Firm
Certification of the Chairman of the Board
Certification of the President and CEO
Certification of VPthe Vice President and ~~CFO~~Chief Financial Officer
Certification of the Chairman of the Board
Certification of the President and CEO
Certification of VPthe Vice President and CFO

ITEM ~~1 —~~1—Business

Business and Markets

A. M. Castle & Co. (“The Company”) is a specialty metals and plastics distribution company serving the North American market. The ~~registrant (Company)~~Company provides a broad range of product inventories as well as value-added processing services to a wide array of ~~customers.~~

The Company distributes and performs processing on both metals and plastics. Although the distribution processes are similar, different markets are served with different products and, therefore these businesses are considered segments according to Statement on Financial Accounting Standards (SFAS) No. 131 “Disclosures about Segments of an Enterprise and Related Information”. In 2004 the Plastics segment accounted for approximately 12 percent of the Company’s revenue. In the last three years, the percentages of total sales of the two segments were approximately as follows:

2004 2003 2002

Metals 88 % 88 % 89 %

Plastics 12 % 12 % 11 %

100 % 100 % 100 %

Within the Metals segment, inventory takes many forms including round, hexagon, square and flat bars; plates; tubing; and sheet and coil. Metal products include carbon, alloy and stainless steels; nickel alloys; and aluminum.

Depending on the size of the facility and the nature of the markets it serves, the Metals segment service centers are equipped as needed with Bar Saws, Plate Saws, Oxygen and Plasma Arc Flame Cutting Machinery, Water-Jet Cutting, Stress Relieving and Annealing Furnaces, Surface Grinding Equipment and Sheet Shearing Equipment. This segment also performs specialized fabrications for customers, ~~through pre-qualified subcontractors.~~

~~The Company’s market strategies focus on the more highly engineered grades and alloys of metals, supported by a strong service commitment to meeting the needs of users of those metals.~~

The Company has its main office, and largest metals distribution center, in Franklin Park, Illinois. This center serves metropolitan Chicago and, approximately, a nine-state area. In addition, there are distribution centers in various other cities (see Item 2). The Chicago, Los Angeles and Cleveland distribution centers together account for approximately 36% of all metal sales.

~~In North America, the Company serves a wide range of industrial companies~~principally within the producer durable equipment sector of the economy from locations throughout the United States, Canada and Mexico. Its customer base includes many Fortune 500 companies as well as thousands of medium and smaller sized firms spread across the entire spectrum of metal use industries.economy.

The Company’s customer base is well diversified across differing industries with no single customer accounting for more than 3% of sales. The Company’s coast-to-coast network of metals service centers provides next day delivery to most of the markets it serves, and two-day delivery to virtually all of the rest. Listed below are the operating subsidiaries and divisions included in the Company’s Metals segment, along with a brief summary of their business activities.

Keystone Tube Company, LLC is a distributor of tubular products serving Midwest customers directly from its Chicago area facility. Oliver Steel Plate Company processes and distributes heavy steel plate from its Cleveland area plant. The Company’s value-added bar processing center, H-A Industries, thermally processes, turns and straightens alloy and carbon bar.

On January 1, 2004 the Company purchased the remaining 50% interest in Castle de Mexico, S.A. de C.V. from its joint venture partner. Castle de Mexico, S.A. de C.V. targets a wide range of businesses within the producer durable goods sector, primarily serving the northern Mexico market. As a wholly owned entity, the operations and reported results of Castle de Mexico, S.A. de C.V. are included in the Company’s Metals segment reporting beginning in 2004.

In 1998, the Company formed Metal Express, a small order distribution company in which it previously had a 60% interest. On May 1, 2002 the Company purchased the remaining interest in Metal Express from its joint venture partner. The Company also holds a 50% joint venture interest in Kreher Steel Co., a Midwest distributor, focusing on customers whose primary need is for immediate, reliable delivery of large quantities of alloy, SBQ and stainless bars.

~~The Plastics segment includes Total Plastics, Inc. (TPI) headquartered in Michigan which up until 2004, included two majority owned joint ventures, Advanced Fabricating Technology and Paramont~~

Machine Company. Paramont became a wholly owned subsidiary of TPI during 2004 through the purchase of the remaining joint venture partner’s interest. TPI has locations throughout the U.S. (see Item 2) where it services a wide variety of users of industrial plastics.

~~In general, the~~ Company purchases metals and plastics from many producers. Satisfactory alternative sources are available for all ~~metals and plastics that the Company buys~~inventory purchased and its business would not be materially adversely affected by the loss of any one supplier. Purchases are made in large lots and held in the distribution centers until sold, usually in smaller quantities and many times with some value-added processing ~~value added~~ services performed. The Company’s ability to provide quick delivery, frequently overnight, of a wide variety of ~~metal~~metals and plastic products, and its processing capabilities ~~allows~~allow customers to reduce their own inventory investment by reducing their need to order the large quantities required by producing mills or perform additional material processing services.

Approximately ~~86%~~89% of ~~2004~~2005’s consolidated net sales included materials shipped from Company stock. The materials required to fill the balance of sales were obtained from other sources, such as direct mill shipments to customers or purchases from other distributors. Thousands of customers from a wide array of industries are serviced primarily through the Company’s own sales organization. Deliveries are made principally by leased trucks. Common carrier delivery is used in areas not serviced directly by the Company’s fleet.

The Company encounters strong competition both from other metals and plastics distributors and from large distribution organizations, some of which have substantially greater resources.

At December 31, ~~2004~~2005, the Company had ~~1,533~~1,604 full-time employees in its operations throughout the United States, Canada and Mexico. Of these, ~~287~~286 are represented by collective bargaining units, principally the United Steelworkers of America.

Business Segments

The Company distributes and performs processing on both metals and plastics. Although the distribution processes are similar, different customer markets, supplier bases and types of products exist. Additionally, our Chief Executive Officer reviews and manages these two businesses separately. As such, these businesses are considered segments according to Statement on Financial Accounting Standards (SFAS) No. 131 “Disclosures about Segments of an Enterprise and Related Information” and are reported accordingly in the Company’s various public filings.

In 2005, the Metals segment accounted for roughly 89% of the company’s revenues, and its Plastics segment the remaining 11%. In the last three years, the percentages of total sales of the two segments were approximately as follows:


	2005			2004			2003

Metals		89	%		88	%		88	%
Plastics		11	%		12	%		12	%

		100	%		100	%		100	%

Metals Segment

In its metals business, Castle’s market strategy focuses on highly engineered grades and alloys of metals as well as specialized processing services geared to meet very tight specifications. Core products include carbon, alloy and stainless steels; nickel alloys; and aluminum. Inventories of these products assume many forms such as round, hexagon, square and flat bars; plates; tubing; and sheet and coil. Depending on the size of the facility and the nature of the markets it serves, service centers are equipped as needed with bar saws, plate saws, oxygen and plasma arc flame cutting machinery, water-jet cutting, stress relieving and annealing furnaces, surface grinding equipment and sheet shearing equipment. This segment also performs various specialized fabrications for its customers through pre-qualified subcontractors.

The Company has its flagship metals distribution center and corporate headquarters in Franklin Park, Illinois. This center serves metropolitan Chicago and a nine-state area. In addition, there are distribution centers in various other cities (see Item 2). The Company recently

announced its plans to open a new metals distribution facility in Alabama during the first half of 2006 as it continues to broaden its geographic market reach into the southeastern region of the U.S. The Franklin Park, Los Angeles and Cleveland distribution centers are the largest facilities and, together, account for approximately 36% of all metals sales.

Our customer base includes many Fortune 500 companies as well as thousands of medium and smaller sized firms. The customer base is well diversified across a wide range of industries with no single customer accounting for more than 3% of the Company’s consolidated net sales. A coast-to-coast network of metals service centers provides next-day delivery to most of the segments’ markets, and two-day delivery to virtually all of the rest. Listed below are the other operating subsidiaries and divisions included in the Company’s Metals segment, along with a brief summary of their business activities.

Oliver Steel Plate Company processes and distributes thick carbon steel plate from its Cleveland area plant.

H-A Industries, located just across the Indiana state line near Chicago, thermally processes, turns, polishes and straightens alloy and carbon bar.

On January 1, 2004 the Company purchased the remaining 50% interest in Castle de Mexico, S.A. de C.V. from its joint venture partner. Castle de Mexico, S.A. de C.V. services a wide range of businesses within the producer durable goods sector located in Mexico. As a wholly owned entity, the operations and reported results of Castle de Mexico, S.A. de C.V. have been included in the Company’s Metals segment reporting since the purchase date.

In 1998, the Company formed Metal Express, a small order metals distribution company in which it had a 60% interest. On May 1, 2002 the Company purchased the remaining interest in Metal Express from its joint venture partner.

Plastics Segment

The Company’s Plastics segment consists of Total Plastics, Inc. (TPI), headquartered in Kalamazoo, Michigan. This segment stocks and distributes a wide variety of plastics in forms that include plate, rod, tube, clear sheet, tape, gaskets and fittings. Processing activities within this segment include cut to length, cut to shape, bending and forming according to customer specifications.

The Plastics segment diverse customer base consists of companies in the retail (point-of-purchase), marine, office furniture and fixtures, transportation and general manufacturing industries. No single customer accounts for more than 3% of this segment’s consolidated net sales.

Up until 2004, TPI included two majority-owned joint ventures, Advanced Fabricating Technology (“Aftech”) and Paramont Machine Company. Paramont became a wholly-owned subsidiary of TPI in March 2004 through the purchase of the remaining joint venture partner’s interest. On September 30, 2005, TPI purchased the joint venture partner’s remaining interest in Aftech. TPI has locations throughout the upper Northeast and Midwest portions of the U.S. and one facility in Florida, (see Item 2) from which it services a wide variety of users of industrial plastics.

Joint Venture

Since March 31, 2001, the Company has held a 50% joint venture interest in Kreher Steel Co., a Midwest metals distributor, focusing on customers whose primary need is for immediate, reliable delivery of large quantities of alloy, special bar quality (SBQ) and stainless bars. Equity in the earnings from this joint venture is reported separately in the Company’s consolidated statement of operations.

Access to SEC Filings

The Company makes available free of charge on or through its Web site at www.amcastle.com the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.

ITEM 1A —Risk Factors

Our business, operations and financial conditions are subject to various risks and uncertainties. Current or potential investors should carefully consider the risks and uncertainties described below, together with all other information in this annual report on Form 10-K and other documents filed with the SEC, before making any investment decisions with respect to the Company’s securities.

Cyclical Markets

The Company is subject to cyclical market demand trends. Significant changes within the manufacturing sector of the North American economy could have a material impact on the Company’s sales and profitability.

Material Price Volatility

The prices the Company pays for its materials, both metals and plastics, may fluctuate due to market factors beyond its control. The financial results of the Company could be materially impacted by future material cost fluctuations particularly if, due to market factors, it is unable to pass-through these increases to its customers.

Material Availability

The Company’s ability to secure a sufficient quantity of material in a timely manner and at a competitive price is critical to meeting its customer’s needs. Unforeseen disruptions in its supply base could materially impact operating results in the future.

International Operations

The Company serves and operates in certain international markets that could expose it to political, economic or currency related risks. As the Company operates internationally, primarily in Canada and Mexico, management believes these risks to be relatively minor.

Primary Distribution Hub

The Company’s largest facility in Franklin Park, Illinois serves as a primary distribution center that ships product to other facilities as well as external customers. This same facility serves as the Company’s headquarters and houses its primary information systems. The business could be adversely impacted by a major disruption within this operation in the event of:

	§		Damage to or inoperability of its warehouse or related systems

	§		A prolonged power or telecommunication failure

	§		A natural disaster such as fire, tornado or flood

	§		An airplane crash on-site as the facility is located within seven miles of O’Hare International airport (a major U.S. airport) and lies below certain take-off and landing flight patterns.

The Company has appropriate data storage and retrieval procedures that include off-site system capabilities. However, a prolonged disruption of the services and capabilities of the Franklin Park facility and operation could adversely impact the Company’s financial performance.

General Business Risks

Other typical business risks include legal and regulatory climate, labor retention and relations, and cost management. Management regularly assesses these and other risks relative to the business and adjusts internal practices and policies to help mitigate their impact on the Company’s performance. The Company also maintains insurance coverage to reasonably protect the Company from catastrophic losses.

The Company competes in an industry that contains many competitors, some of which are larger with greater financial resources available to them.

Though reasonable measures and protective practices are in place, there can be no assurance that the significant occurrence of one or multiple risks, identified or unknown, will not have a material adverse effect on the Company’s results of operation or enterprise value.

ITEM 1B —Unresolved SEC Staff Comments

None

ITEM 2 —Properties

The Company’s principal executive offices are at its Franklin Park plant near Chicago, Illinois. All properties and equipment are ~~well maintained and in good operating condition and~~ sufficient for the current level of activities. Distribution centers and sales offices are maintained at each of the following locations, all of which are owned, except as indicated:


	Approximate			Approximate
	Floor Area in			Floor Area in
Locations	Square Feet			Square Feet
Castle Metals
Charlotte, North Carolina		116,500			116,500
Chicago area - Franklin Park, Illinois		522,600
Cleveland area - Bedford Heights, Ohio		374,400
Chicago area -
Franklin Park, Illinois					522,600
Cleveland area -
Bedford Heights, Ohio					374,400
Dallas, Texas		78,000			78,000
Edmonton, Alberta		38,300	(1)		38,300	(1)
Fairfield, Ohio		186,000	(1)		186,000	(1)
Houston, Texas		109,100			109,100
Kansas City, Missouri		118,000	(1)		118,000	(1)
Kent, Washington		31,100	(1)		31,100	(1)
Los Angeles area - Paramount, California		155,500	(1)
Los Angeles area -
Paramount, California					155,500	(1)
Montreal, Quebec		26,100	(1)		26,100	(1)
Minneapolis, Minnesota		65,200			65,200
Philadelphia, Pennsylvania		71,600			71,600
Stockton, California		60,000	(1)		60,000	(1)
Mississauga, Ontario		60,000	(1)		60,000	(1)
Wichita, Kansas					58,800	(1)
Winnipeg, Manitoba					50,000
Worcester, Massachusetts					56,000

Sales Offices (Leased)
Cincinnati, Ohio
Milwaukee, Wisconsin
Phoenix, Arizona
Tulsa, Oklahoma

Castle de Mexico
Monterrey, Mexico					55,000	(1)
H-A Industries
Hammond, Indiana					243,000	(1)
Keystone Tube Company LLC
Riverdale, Illinois					115,000	(1)
Oliver Steel Plate Company
Twinsburg, Ohio					120,000	(1)
Metal Express, LLC
Hartland, Wisconsin					4,000	(1)
Other Locations (15)					112,000	(1)


Total Metals Segment					2,826,200


	Approximate			Approximate
	Floor Area in			Floor Area in
Locations	Square Feet			Square Feet
Wichita, Kansas		58,800	(1)
Winnipeg, Manitoba		50,000
Worcester, Massachusetts		56,000
Sales Offices (Leased)
Atlanta, Georgia
Cincinnati, Ohio
Milwaukee, Wisconsin
Phoenix, Arizona
Tulsa, Oklahoma
Castle de Mexico
Monterrey, Mexico		55,000	(1)
H-A Industries
Hammond, Indiana		243,000	(1)
Keystone Tube Company LLC
Riverdale, Illinois		115,000	(1)
Oliver Steel Plate Company
Twinsburg, Ohio		120,000	(1)
Metal Express, LLC
Waukesha, Wisconsin		14,000	(1)
Other Locations (14)		77,000	(1)


Total Metals Segment		2,801,200


Total Plastics, Inc.
Baltimore, Maryland		24,000	(1)		24,000	(1)
Cleveland, Ohio		8,600	(1)		8,600	(1)
Detroit, Michigan		22,000	(1)		22,000	(1)
Elk Grove Village, Illinois		24,000	(1)		22,500	(1)
Fort Wayne, Indiana		9,600	(1)		9,600	(1)
Grand Rapids, Michigan		42,500			42,500
Harrisburg, Pennsylvania		13,900	(1)		13,900	(1)
Indianapolis, Indiana		9,000	(1)		13,500	(1)
Kalamazoo, Michigan		81,000	(1)		81,000	(1)
Mt. Vernon, New York		17,700	(1)		27,000	(1)
New Philadelphia, Ohio		10,700	(1)		10,700	(1)
Pittsburgh, Pennsylvania		8,500	(1)		8,500	(1)
Rockford, Michigan		53,600	(1)		53,600	(1)
Tampa, Florida		17,700	(1)		17,700	(1)
Trenton, New Jersey		6,000	(1)		6,000	(1)
Worcester, Massachusetts					11,000


Total Plastics Segment		348,800			372,100


GRAND TOTAL		3,150,000			3,198,300

ITEM 3 —Legal Proceedings

~~There are no material legal proceedings other than~~

The Company is the ~~ordinary routine litigation incidental to the business~~defendant in several lawsuits arising out of the conduct of its business. These lawsuits are incidental and occur in the normal course of the Company’s business affairs. It is the opinion of the Company’s in-house counsel, based on current knowledge, that no uninsured liability will result from the outcome of this litigation that would have a material adverse effect on the consolidated results of operations, financial condition or cash flows of the Company.

ITEM 4 —~~Submission~~Risk Factors

Cyclical Markets

The Company is subject to cyclical market demand trends. Significant changes within the manufacturing sector of ~~Matters to~~the North American economy could have a ~~Vote of Security Holders~~

~~No items were submitted to vote of security holders during the fourth quarter of fiscal 2004.~~

~~_________________________________________________________________________________________________________________________________________~~

~~PART II~~

~~ITEM 5 —~~~~Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer’s Purchase of Equity Securities~~

~~A. M. Castle & Co.’s Common Stock trades~~material impact on the ~~American~~Company’s sales and ~~Chicago Stock Exchanges under~~profitability.

Material Price Volatility

The prices the ~~ticker symbol “CAS”.~~Company pays for its materials, both metals and plastics, may fluctuate due to market factors beyond its control. The financial results of the Company could be materially impacted by future material cost fluctuations particularly if, due to market factors, it is unable to pass-through these increases to its customers.

Material Availability

International Operations

The Company serves and operates in certain international markets that could expose it to political, economic or currency related risks. As ~~of March 4, 2005 there were approximately 1,412 shareholders of record~~the Company operates internationally, primarily in Canada and ~~an estimated 1,812 beneficial shareholders.~~Mexico, management believes these risks to be relatively minor.

Primary Distribution Hub

	§		Damage to or inoperability of its warehouse or related systems

	§		A prolonged power or telecommunication failure

	§		A natural disaster such as fire, tornado or flood

	§		An airplane crash on-site as the facility is located within seven miles of O’Hare International airport (a major U.S. airport) and lies below certain take-off and landing flight patterns.

The Company has ~~paid no dividends in the past two years.~~

~~The following table sets forth for the periods indicated the range~~appropriate data storage and retrieval procedures that include off-site system capabilities. However, a prolonged disruption of the ~~high~~services and ~~low stock price:~~capabilities of the Franklin Park facility and operation could adversely impact the Company’s financial performance.

—STOCK PRICE RANGE—
2004 2003
Low High Low High

First Quarter $ 6.63 $ 9.21 $ 3.95 $ 5.19

Second Quarter $ 7.35 $ 11.00 $ 4.39 $ 6.55

Third Quarter $ 8.60 $ 11.81 $ 4.39 $ 6.80

Fourth Quarter $ 10.25 $ 13.90 $ 4.40 $ 7.45

General Business Risks

The Company competes in an industry that contains many competitors, some of which are larger with greater financial resources available to them.

ITEM 61B —~~Selected Financial Data~~Unresolved SEC Staff Comments

(dollars in millions, except share data) 2004 2003 2002 2001 2000

Net sales $ 761.0 $ 543.0 $ 538.1 $ 593.3 $ 725.5
Cost of material sold (543.4 ) (384.4 ) (378.0 ) (417.1 ) (508.6 )
Special charges — (1.6 ) — — (2.0 )

Gross material margin 217.6 157.0 160.1 176.2 214.9

Plant and delivery expense (95.2 ) (87.1 ) (87.9 ) (97.5 ) (113.5 )
Sales, general and administrative expense (80.0 ) (68.3 ) (67.7 ) (66.8 ) (77.3 )
Depreciation and amortization expense (8.8 ) (8.8 ) (8.9 ) (9.0 ) (9.2 )
Impairment and other operating expenses — (6.5 ) — — (6.5 )

Total other operating expense (184.0 ) (170.7 ) (164.5 ) (173.3 ) (206.5 )

Operating income (loss) 33.6 (13.7 ) (4.4 ) 2.9 8.4
Interest expense, net (9.0 ) (9.7 ) (7.5 ) (9.4 ) (10.0 )
Discount on sale of accounts receivable (1.0 ) (1.1 ) (3.4 ) (1.3 ) —

Income (loss) from continuing operations before income taxes and equity in unconsolidated subsidiaries 23.6 (24.5 ) (15.3 ) (7.8 ) (1.6 )
Income taxes 9.9 (8.7 ) (5.7 ) (2.8 ) (0.5 )

Net income (loss) before equity in unconsolidated subsidiaries and before discontinued operations 13.7 (15.8 ) (9.6 ) (5.0 ) (1.1 )
Equity in earnings (loss) of joint ventures, net of tax 3.2 0.1 0.3 (0.4 ) (0.2 )
Impairment to joint venture investment and advances net of tax — (2.1 ) — — —

Net income (loss) before discontinued operations 16.9 (17.8 ) (9.3 ) (5.4 ) (1.3 )
Discontinued operations — (0.2 ) (0.8 ) 0.3 (0.4 )

Net income (loss) 16.9 (18.0 ) (10.1 ) (5.1 ) (1.7 )
Preferred dividends (1.0 ) (1.0 ) (0.1 ) — —

Net income (loss) applicable to common stock $ 15.9 $ (19.0 ) $ (10.2 ) $ (5.1 ) $ (1.7 )

Average shares outstanding at year-end (in thousands) 15,795 15,780 14,916 14,094 14,054
Net income (loss) per share from continuing operations $ 1.01 $ (1.19 ) $ (0.63 ) $ (0.38 ) $ (0.10 )
Net income (loss) per share from discontinued operations — $ (0.01 ) $ (0.05 ) $ 0.02 $ (0.02 )
Net income (loss) per share from continuing and discontinued operations $ 1.01 $ (1.20 ) $ (0.68 ) $ (0.36 ) $ (0.12 )
Cash dividends per share — — — $ 0.50 $ 0.78
Book value per share $ 8.25 $ 7.20 $ 8.78 $ 8.32 $ 9.20

Total assets $ 383.0 $ 338.9 $ 352.6 $ 327.4 $ 418.9
Total debt $ 101.4 $ 108.3 $ 112.3 $ 119.9 $ 164.6
Stockholders’ equity $ 130.2 $ 113.7 $ 130.9 $ 117.2 $ 129.2

None

ITEM 2 —Properties

The Company’s principal executive offices are at its Franklin Park plant near Chicago, Illinois. All properties and equipment are sufficient for the current level of activities. Distribution centers and sales offices are maintained at each of the following locations, all of which are owned, except as indicated:


	Approximate
	Floor Area in
Locations	Square Feet
Castle Metals
Charlotte, North Carolina		116,500
Chicago area -
Franklin Park, Illinois		522,600
Cleveland area -
Bedford Heights, Ohio		374,400
Dallas, Texas		78,000
Edmonton, Alberta		38,300	(1)
Fairfield, Ohio		186,000	(1)
Houston, Texas		109,100
Kansas City, Missouri		118,000	(1)
Kent, Washington		31,100	(1)
Los Angeles area -
Paramount, California		155,500	(1)
Montreal, Quebec		26,100	(1)
Minneapolis, Minnesota		65,200
Philadelphia, Pennsylvania		71,600
Stockton, California		60,000	(1)
Mississauga, Ontario		60,000	(1)
Wichita, Kansas		58,800	(1)
Winnipeg, Manitoba		50,000
Worcester, Massachusetts		56,000

Sales Offices (Leased)
Cincinnati, Ohio
Milwaukee, Wisconsin
Phoenix, Arizona
Tulsa, Oklahoma

Castle de Mexico
Monterrey, Mexico		55,000	(1)
H-A Industries
Hammond, Indiana		243,000	(1)
Keystone Tube Company LLC
Riverdale, Illinois		115,000	(1)
Oliver Steel Plate Company
Twinsburg, Ohio		120,000	(1)
Metal Express, LLC
Hartland, Wisconsin		4,000	(1)
Other Locations (15)		112,000	(1)


Total Metals Segment		2,826,200


	Approximate
	Floor Area in
Locations	Square Feet

Total Plastics, Inc.
Baltimore, Maryland		24,000	(1)
Cleveland, Ohio		8,600	(1)
Detroit, Michigan		22,000	(1)
Elk Grove Village, Illinois		22,500	(1)
Fort Wayne, Indiana		9,600	(1)
Grand Rapids, Michigan		42,500
Harrisburg, Pennsylvania		13,900	(1)
Indianapolis, Indiana		13,500	(1)
Kalamazoo, Michigan		81,000	(1)
Mt. Vernon, New York		27,000	(1)
New Philadelphia, Ohio		10,700	(1)
Pittsburgh, Pennsylvania		8,500	(1)
Rockford, Michigan		53,600	(1)
Tampa, Florida		17,700	(1)
Trenton, New Jersey		6,000	(1)
Worcester, Massachusetts		11,000


Total Plastics Segment		372,100

GRAND TOTAL		3,198,300


(1)		Leased: See Note 3 in the Consolidated Notes to Financial Statements for information regarding lease agreements.

~~ITEM 7 —~~~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~Financial Review~~

~~This discussion should be read~~

ITEM 3 —Legal Proceedings

The Company is the defendant in ~~conjunction with~~several lawsuits arising out of the ~~information contained~~conduct of its business. These lawsuits are incidental and occur in the ~~Consolidated Financial Statements and Notes.~~

~~Executive Overview~~

~~Recent History and Trends~~

A. M. Castle & Co. (the “Company”) operating results in 2004 reflect a solid recovery in the manufacturing sector of the U.S. economy from both a volume and material price standpoint. The Company’s Metals segment showed the most dramatic year-over-year changes in market dynamics. Total metal tons sold increased nearly 12% versus last year and material prices rose 21% on average compared to the corresponding 2003 twelve-month period. Metal material price acceleration was in the high single digits during the first quarter of 2004. During the second quarter, prices continued to accelerate while demand across a wide cross-section of our end-use customer markets remained very strong. By year-end, metal material prices were approximately 40% higher than the end of 2003. Solid recoveries in both domestic and global markets have increased the demand for steel, leading to shortages in raw materials such as scrap, iron ore and coke. These supply constraints served to fuel the acceleration of metal prices throughout 2004.

The Company’s Plastics segment also enjoyed double-digit real growth. In contrast to the steep price increases in steel, plastic material prices rose at a more moderate rate and largely did not take effect until the latter half of 2004. Management estimates the plastics price increase to be approximately 3% for the year. Most of the sales growth reported in the plastics segment was due to the planned geographic expansion of the segment into the Southeast portion of the U.S., which the Company embarked upon in 2003.

The favorable market conditions of 2004 were in direct contrast to those the Company experienced in recent years. Results from 2001 through most of 2003 reflect the impact of a prolonged downturn in the durable goods manufacturing sector of the economy that began in the second half of 2000. Evidence of the market depression, along with the 2004 recovery, can be found in a review of the history of the Purchaser’s Managers Index (“PMI”) provided by the Institute of Supply Managers~~(see Table 1 directly below). Generally speaking, an index above 50.0 indicates growth in the manufacturing sector of the U.S. economy. The following table shows what the average PMI has been for each quarter during those years.~~

~~Table 1~~

YEAR Qtr 1 Qtr 2 Qtr 3 Qtr 4

2000 55.8 53.1 50.7 47.0
2001 41.7 43.0 46.7 44.2
2002 52.4 55.0 51.1 50.9
2003 49.7 48.9 54.1 60.6
2004 62.5 62.1 59.8 57.5

The index shows declining activity to flat growth in the manufacturing sector of the economy since the third quarter of 2000, that generally continued until the final quarter of 2003. In early 2002, the index indicated some growth but it was not sustained. In contrast, the index for every quarter of 2004 was greater than 50.0 reflecting growth.

~~Management Initiatives~~

~~Key to the Company’s operating success in 2004 was management’s restructuring~~normal course of the Company’s ~~cost base during~~business affairs. It is the 2002 through 2003 economic downturn. Reacting to the lengthy market downturn during the past few years, management implemented a series of initiatives in its Metals segment to increase operating margins and improve asset management. As a result, over time, the Company lowered its consolidated breakeven sales level by reducing operating expense in its Metals segment while increasing worker productivity.

Throughout 2001, 2002 and 2003, the Company aggressively pursued permanent cost saving initiatives, which included exiting non-strategic and/or non-performing business’s units and flattening its overall organization, eliminating areas of redundant effort and related costs. The combination of volume reductions, productivity improvements and cost savings reduced quarterly operating expenses as shown in Table 2 (~~dollars in millions~~).

~~Table 2~~

Year Qtr 1 Qtr 2 Qtr 3 Qtr 4 Total

Operating Expense as Reported 2000 $ 49.6 $ 50.4 $ 48.8 $ 57.7 $ 206.5
Less: Impairment Charges — — — (6.5 ) (6.5 )

Adjusted Operating Expense 49.6 50.4 48.8 51.2 200.0

Operating Expense as Reported 2001 50.0 43.7 41.0 38.4 173.3

Operating Expense as Reported 2002 39.6 42.0 42.4 40.5 164.5

Operating Expense as Reported 2003 42.7 48.1 40.1 39.8 170.7
Less: Impairment Charges — (5.9 ) — (0.6 ) (6.5 )

Adjusted Operating Expense $ 42.7 $ 42.2 $ 40.1 $ 39.2 $ 164.2

~~The full annual impact~~opinion of the ~~savings resulting~~Company’s in-house counsel, based on current knowledge, that no uninsured liability will result from the ~~cost reduction actions taken in~~outcome of this litigation that would have a material adverse effect on the ~~middle to latter half~~consolidated results of ~~2003 were fully realized in 2004. Table 3 compares 2004 and 2003 operating expense as a percent of sales by quarter.~~

~~Table 3~~

Operating Expense(% of Sales) Year Qtr 1 Qtr 2 Qtr 3 Qtr 4 Total

2003* 30.1 31.5 29.7 29.6 30.3
2004* 25.8 23.9 23.2 24.0 24.2

*Excludes 2003 impairment charges

~~To further illustrate, incremental operating expense for the Company of $13.2 million was 6.1%~~operations, financial condition or cash flows of the ~~$218.0 million year-over-year sales increase. The Company was well poised to leverage its earnings potential during the 2004 economic recovery.~~

Since 2000, the Company has also improved its inventory turnover and purposely sold unused facility space in select operations as part of its 2003 restructuring initiatives. The cash generated from these actions, along with the sale of certain non-performing business units in 2003 and strong operating results in 2004, allowed the Company to reduce its total debt and other financing arrangements (including its accounts receivable securitization facility) by $46.7 million through the end of 2004 as illustrated in TableCompany.

ITEM 4 (~~dollars in millions~~).

—~~Table 4~~

December 31, 2000 2001 2002 2003 2004

Long-Term Debt $ 164.6 $ 119.9 $ 112.3 $ 108.3 $ 101.4

Receivable Securitization — 40.0 25.9 13.0 16.5

Total Financing Arrangements $ 164.6 $ 159.9 $ 138.2 $ 121.3 $ 117.9

Increase/(Decrease) — $ (4.7 ) $ (21.7 ) $ (16.9 ) $ (3.4 )

In summary, the Company’s performance was fueled in 2004 by a turnaround in overall market conditions, including an enhanced metal pricing environment. Management’s cost and productivity initiatives during the recent difficult years positioned the Company to take full advantage of the improved market dynamics in 2004 and generate substantial shareholder returns while continuing to de-leverage the balance sheet.

~~Current Business Outlook~~

Year-end 2004 favorable PMI index is an indicator that demand for the Company’s products and services should continue at their current high levels in at least the short-term. Additionally, the steady decline in the dollar could lead to an increase in U.S. manufacturing goods exporting and likewise serve to hold down the rate of increase in imports of like products. At the end of 2004, raw material shortages used in the production of metal were still prevalent, thereby keeping prices for metal products at high levels. As mentioned previously, some price inflation has started in plastic materials as well. Generally speaking, current business conditions are favorable.

Risk Factors

~~As part of its current financing agreements~~

Our business, operations and financial conditions are subject to various risks and uncertainties. Current or potential investors should carefully consider the risks and uncertainties described below, together with ~~its various lenders,~~all other information in this annual report on Form 10-K and other documents filed with the ~~Company has specific principal payments required over the next few years as summarized below in Table 6~~~~(dollars in millions):~~

~~Table 6~~

2005 2006 2007 2008 2008 and
Beyond

Required Principal Payments on Debt $ 11.6 $ 16.4 $ 16.4 $ 19.3 $ 37.7

~~In addition,~~SEC, before making any investment decisions with respect to the Company’s ~~principal source of cash besides cash from operating results~~securities.

Cyclical Markets

The Company is ~~its Accounts Receivable Securitization Agreement (herein referred~~subject to as “Financing Agreement”), which expires in December 2005. It is management’s intent to replace this facility with a revolving credit line or some similar type of debt financing during 2005, but there can be no certainty of success.

~~Despite the recent improved recovery~~cyclical market demand trends. Significant changes within the manufacturing sector of the ~~U.S.~~North American economy could have a material impact on the Company’s sales and profitability.

Material Price Volatility

Material Availability

International Operations

Primary Distribution Hub

	§		Damage to or inoperability of its warehouse or related systems

	§		A prolonged power or telecommunication failure

	§		A natural disaster such as fire, tornado or flood

	§		An airplane crash on-site as the facility is located within seven miles of O’Hare International airport (a major U.S. airport) and lies below certain take-off and landing flight patterns.

General Business Risks

The Company competes in an industry that contains many competitors, some of which are larger with greater financial resources available to them.

Though reasonable measures and protective practices are in place, there can be no ~~guarantee~~assurance that the significant occurrence of one or multiple risks, identified or unknown, will not have a material adverse effect on the Company’s results of operation or enterprise value.

ITEM 1B —Unresolved SEC Staff Comments

None

ITEM 2 —Properties


	Approximate
	Floor Area in
Locations	Square Feet
Castle Metals
Charlotte, North Carolina		116,500
Chicago area -
Franklin Park, Illinois		522,600
Cleveland area -
Bedford Heights, Ohio		374,400
Dallas, Texas		78,000
Edmonton, Alberta		38,300	(1)
Fairfield, Ohio		186,000	(1)
Houston, Texas		109,100
Kansas City, Missouri		118,000	(1)
Kent, Washington		31,100	(1)
Los Angeles area -
Paramount, California		155,500	(1)
Montreal, Quebec		26,100	(1)
Minneapolis, Minnesota		65,200
Philadelphia, Pennsylvania		71,600
Stockton, California		60,000	(1)
Mississauga, Ontario		60,000	(1)
Wichita, Kansas		58,800	(1)
Winnipeg, Manitoba		50,000
Worcester, Massachusetts		56,000

Sales Offices (Leased)
Cincinnati, Ohio
Milwaukee, Wisconsin
Phoenix, Arizona
Tulsa, Oklahoma

Castle de Mexico
Monterrey, Mexico		55,000	(1)
H-A Industries
Hammond, Indiana		243,000	(1)
Keystone Tube Company LLC
Riverdale, Illinois		115,000	(1)
Oliver Steel Plate Company
Twinsburg, Ohio		120,000	(1)
Metal Express, LLC
Hartland, Wisconsin		4,000	(1)
Other Locations (15)		112,000	(1)


Total Metals Segment		2,826,200


	Approximate
	Floor Area in
Locations	Square Feet

Total Plastics, Inc.
Baltimore, Maryland		24,000	(1)
Cleveland, Ohio		8,600	(1)
Detroit, Michigan		22,000	(1)
Elk Grove Village, Illinois		22,500	(1)
Fort Wayne, Indiana		9,600	(1)
Grand Rapids, Michigan		42,500
Harrisburg, Pennsylvania		13,900	(1)
Indianapolis, Indiana		13,500	(1)
Kalamazoo, Michigan		81,000	(1)
Mt. Vernon, New York		27,000	(1)
New Philadelphia, Ohio		10,700	(1)
Pittsburgh, Pennsylvania		8,500	(1)
Rockford, Michigan		53,600	(1)
Tampa, Florida		17,700	(1)
Trenton, New Jersey		6,000	(1)
Worcester, Massachusetts		11,000


Total Plastics Segment		372,100

GRAND TOTAL		3,198,300


(1)		Leased: See Note 3 in the Consolidated Notes to Financial Statements for information regarding lease agreements.

ITEM 3 —Legal Proceedings

The Company is the defendant in several lawsuits arising out of the conduct of its business. These lawsuits are incidental and occur in the normal course of the Company’s business affairs. It is the opinion of the Company’s in-house counsel, based on current knowledge, that no uninsured liability will result from the outcome of this litigation that would have a material adverse effect on the consolidated results of operations, financial condition or cash flows of the Company.

ITEM 4 —Submission of Matters to a Vote of Security Holders

No items were submitted to vote of security holders during the fourth quarter of fiscal 2005.

PART II

ITEM 5 —Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

A. M. Castle & Co.’s Common Stock trades on the American and Chicago Stock Exchanges under the ticker symbol “CAS”. As of March 1, 2006 there were approximately 1,274 shareholders of record and an estimated 4,292 beneficial shareholders. The Company paid no dividends in 2005 or 2004. On January 30, 2006 the Company announced a $0.06 per share cash dividend payable February 27^th to shareholders of record February 13, 2006.

See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management”, for information regarding common stock authorized for issuance under equity compensation plans.

The following table sets forth for the periods indicated the range of the high and low stock price:


			—STOCK PRICE RANGE—
	2005				2004
	Low		High		Low		High

First Quarter	$	11.35	$	17.25	$	6.63	$	9.21
Second Quarter	$	11.05	$	16.11	$	7.35	$	11.00
Third Quarter	$	13.88	$	17.97	$	8.60	$	11.81
Fourth Quarter	$	15.02	$	24.52	$	10.25	$	13.90

Below is a summary by month of shares purchased by the Company during the fourth quarter of 2005:

(d) Maximum

Number (or

of Shares (or

Approximate

Units) Purchased

Dollar Value) of

as Part of

Shares (or Units)

Publicly

that May Yet Be

(a) Total Number

(b) Average Price

Announced

Purchased

of Shares (or

Paid per Share

Plans or

(Under the Plans

Period

Units) Purchased

(or Unit)

Programs

or Programs)

October 1 — October 31

16,488

19.49

—

November 1 — November 30

327,796

19.93

—

December 1 — December 31

7,796

21.47

—

Total

352,080

19.94

—


*		Reflects shares of the Company’s common stock which were tendered by employees in lieu of cash when exercising stock options.

ITEM 6 —Selected Financial Data


(dollars in millions, except share data)	2005		2004		2003			2002			2001

Statement of Operations Data:
Net sales	$	959.0	$	761.0	$	543.0		$	538.1		$	593.3
Income (loss) from continuing operations		38.9		15.4		(19.9	)		(10.8	)		(6.8	)
Income (loss) per share from continuing operations		2.37		0.92		(1.32	)		(0.74	)		(0.48	)
Cash dividends declared per common share		—		—		—			—			0.50

Balance Sheet Data (December 31):
Total assets		423.7		383.0		338.9			352.6			327.4
Total debt		80.1		101.4		108.3			112.3			119.9
Stockholders’ equity		175.5		130.4		113.7			130.9			117.2

The Company adopted FAS 123R, “Share-Based Payment,” as its ~~magnitude~~method to account for stock-based compensation (see Note 10 to the consolidated financial statements).

ITEM 7 —Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Review

This discussion should be read in conjunction with the information contained in the Consolidated Financial Statements and Notes.

EXECUTIVE OVERVIEW

Recent Market and Pricing Trends

The Company’s primary markets exhibited continued strong underlying demand throughout 2005. Consolidated net sales for 2005 of $959.0 million were $198.0 million, or ~~duration.~~26%, higher than 2004. Excluding the impact of higher material prices, net sales rose nearly 6%. The aerospace, oil and gas, mining and construction equipment, and truck and railroad equipment sectors were especially robust. Metals material pricing stabilized in 2005 as compared to rapid price escalation throughout 2004. The 2005 metals supply was generally steady and reliable, with the exception of nickel steels, which continue to be rapidly consumed by the aerospace and oil and gas industries. Suppliers’ delivery lead times stretched in some cases to 20 weeks by year-end 2005 for certain nickel steels. The Company believes that its strong presence in the nickel steels marketplace niche and its relationships with primary nickel steels suppliers have the Company well-positioned to competitively service customer demand for these products, which represented 11% of 2005 consolidated total net sales.

Historically, management has used the Purchaser’s Managers Index (“PMI”) provided by the Institute of Supply Management (website is www.ism.ws) as a reasonable tracking measure of general demand trends in its customer markets. Table 1 below shows PMI trends from the first quarter of 2003 through the final quarter of 2005. Generally speaking, an index above 50.0 indicates continuing growth in the manufacturing sector of the U.S. economy. As the data indicates, the U.S. manufacturing economy is still growing at a modest pace as of 2005 year-end. The Company’s revenue growth, net of material price increases, has improved over this same time period.

Table 1


YEAR	Qtr 1		Qtr 2		Qtr 3		Qtr 4

2003		49.7		49.0		54.1		60.3
2004		62.4		62.5		59.7		57.4
2005		55.7		53.2		56.0		57.0

Though the PMI does offer some insight, management typically relies on its relationships with the Company’s supplier and customer base to assess continuing demand trends. As of December 31, 2005, indicators generally point to a continued healthy demand for the Company’s products in 2006.

The Company’s Plastics segment reported modest underlying sales growth in 2005 and more dramatic material price increases than those experienced in the Metals segment. Driven by global increases in petroleum based products and the impact of hurricane Katrina on the supplier base, plastic material prices rose, on average, an estimated 17% during 2005. Typically, prices in this business are less volatile than those in the metals markets and are less subjective to the North American manufacturing economic cycles. However, current price levels are unusually high and may not remain at these levels throughout the next year.

Demand for the Company’s plastic products comes from different markets than those within the Metals segment, and tends to be more stable and less cyclical historically. Additionally, the Plastics segment has benefited from a sustained program of geographic expansion as four new branches have opened since late 2002.

Current Business Outlook

A favorable 2005 year-end PMI suggests that demand for the Company’s ~~ability~~products and services should continue at their current high levels at least in the near-term. To date, metals pricing, in the aggregate, for the products the Company sells remains stable. Select pricing for nickel sheet has risen during 2005 and conversely, certain carbon steel prices have declined, but the overall mix of products within the Metals segment resulted in lower price volatility than in 2004.

As previously mentioned, plastic material prices were at high levels as 2005 came to ~~timely pass-through supplier-driven~~a close. It is difficult to determine how long they will remain at the year-end 2005 levels. The Company will

continue to assess its growth initiatives for this segment and may consider further geographic expansion alternatives as it has in the last few years.

RESULTS OF OPERATIONS: YEAR-TO-YEAR COMPARISONS AND COMMENTARY

As described in this Management’s Discussion and Analysis under the caption “Recent Accounting Pronouncements” and in footnote 1 to the financial statements, the Company elected to adopt FAS 123R — “Share-Based Payment”, on a modified retrospective basis in the fourth quarter of 2005. As such, previously reported financial results for 2005 and prior years have been restated as a result of this adoption. The following commentary and comparative financial data reflect these changes.

Our discussion of comparative period results is based upon the following components of the Company’s consolidated statements of operations.

Net Sales —The Company derives its revenues from the sale and processing of metals and plastics. Pricing is established with each customer order and includes charges for the material, ~~cost increases to its~~processing activity and delivery. The pricing varies by product line and type of processing. The Company does not enter into any long-term fixed price arrangements with a customer ~~base is also critical to meeting required debt service requirements and remaining in compliance~~without obtaining a similar agreement with its ~~debt covenants. Should~~suppliers.

Cost of Material Sold—Cost of material sold consists of the ~~economic~~costs we pay for metals, plastics and ~~market recovery turn out to be short term~~related inbound freight charges. The Company accounts for inventory on a LIFO (last-in-first-out) basis. LIFO adjustments are calculated as of December 31 of each year. Interim estimates of the year-end charge or credit are determined based on inflationary or deflationary purchase cost trends and estimated year-end inventory levels. Interim LIFO estimates may require significant year-end adjustments. (See Note 14 of the consolidated financial statements)

Gross Material Margin—Gross material margin is defined as net sales less cost of material sold. Historically, the Company has been successful in ~~length, management could pursue further options to ensure~~maintaining its margin percentage in periods of increasing and declining material costs. If material costs increase and the Company maintains its margin percentage, it generates ~~enough cash~~more material margin dollars. Conversely, if material costs decline and the Company maintains its margin percentage, we generate fewer material margin dollars.

Expenses—Expenses primarily consist of (1) plant and delivery expenses, which include occupancy costs, compensation and employee benefits for warehouse personnel, processing, shipping and handling costs; (2) selling expenses, which include compensation and employee benefits for sales personnel, and general and administrative expenses, which include compensation for executive officers and general management, expenses for professional services primarily attributable to ~~facilitate~~accounting and legal advisory services, data communication and computer hardware and maintenance; and (3) depreciation and amortization expenses include depreciation for all owned property and equipment, and amortization of various long-lived assets.

2005 Results Compared to 2004

Consolidated results by business segment are summarized in the ~~required payments~~following table for years 2005 and 2004. Impairment and other special charges are shown separately for clarification purposes.

Operating Results by Segment(dollars in millions)


	Year Ended December 31,
	2005			2004			Fav/(Unfav)			% Change

Net Sales
Metals	$	851.3		$	671.2		$	180.1			26.8	%
Plastics		107.7			89.8			17.9			19.9

Total Net Sales	$	959.0		$	761.0		$	198.0			26.0

Gross Material Margin
Metals	$	247.3		$	188.5		$	58.8			31.2	%
% of Metals Sales		29.1	%		28.1	%		1.0	%
Plastics		34.5			29.1			5.4			18.6
% of Plastics Sales		32.0	%		32.4	%		(0.4	)%


Total Gross Material Margin	$	281.8		$	217.6		$	64.2			29.5	%
% of Total Sales		29.4	%		28.6	%		0.8	%

Operating Expense
Metals	$	172.0		$	155.4		$	(16.6	)		10.7	%
Plastics		28.9			23.6			(5.3	)		22.5
Other		9.7			7.1			(2.6	)		36.6


Total Operating Expense	$	210.6		$	186.1		$	(24.5	)		13.2	%
% of Total Sales		(22.0	)%		(24.5	)%		2.5	%

Operating Income
Metals	$	75.3		$	33.1		$	42.2
% of Metals Sales		8.8	%		4.9	%		3.9	%
Plastics		5.6			5.5			0.1
% of Plastics Sales		5.2	%		6.1	%		(0.9	)%
Other		(9.7	)		(7.1	)		(2.6	)


Total Operating Income	$	71.2		$	31.5		$	39.7
% of Total Sales		7.4	%		4.1	%		3.3	%


		“Other” includes costs of executive, legal and finance departments which are shared by both operating segments of the Company.

Net Sales:

Consolidated net sales for the Company of ~~principal as outlined~~$959.0 were up $198.0 million, or 26.0%, versus the prior year. Volume increased 6% and material price increases accounted for the balance of the year-over-year sales growth.

Metals segment sales of $851.3 million were 26.8%, or $180.1 million, ahead of 2004. Volume increased 6% during 2005 and the balance of the sales growth was due to higher pricing. The aerospace, oil and gas, mining and construction equipment, and truck and railroad equipment sectors were especially robust.

Plastics segment sales of $107.7 million were $17.9 million, or 19.9%, higher than last year. Volume increased approximately 2% during 2005 while prices rose 17%. The business experienced some softness in its ~~agreements~~retail point-of-purchase display and shelving markets during the third-quarter of 2005, affecting its year-over-year growth comparisons. The business rebounded back to historical levels by year-end.

Gross Material Margins and Operating Profit:

On a consolidated basis, gross material margins grew $64.2 million or 29.5% to $281.8 million. Increased sales were the primary reason for this increase.

Gross material margins as a percent of sales were 29.4% in 2005 as compared to 28.6% in 2004, an increase of 0.8 margin points. Although there was a $4.0 million unfavorable LIFO (last-in,

first-out) charge (LIFO less FIFO inventory revaluation) versus a $2.6 million net LIFO charge in 2004, margins still rose year-over-year due to favorable product mix.

Consolidated operating expenses increased $24.5 million, or 13.2%, versus 2004 in support of higher overall customer demand. However, operating expense declined as a percent of sales from 24.5% in 2004 to 22.0% in 2005, as the Company was able to leverage its sales growth.

The Company’s “Other” operating segment includes expenses related to executive, financial and legal services that benefit both operating segments. The $2.6 million increase in expense as compared to the prior year is primarily attributable to long-term management incentive programs that were initiated in 2005.

Total operating profit of $71.2 million was $39.7 million, or 126.0%, ahead of last year. Solid underlying demand coupled with a lower, previously restructured cost base, strengthened the Company’s operating profits.

Other Income and Expense, and Net Results:

Equity in earnings of the Company’s joint venture, Kreher Steel, was $4.3 million in 2005, as compared to $5.2 million in 2004. Kreher employs FIFO (first-in, first-out) accounting in valuing its ~~primary lenders. These options could include, but not necessarily be limited~~inventory and cost of sales. During 2004 Kreher’s product lines experienced escalating material costs as compared to ~~further operating cost reductions~~declining material costs in 2005, thus resulting in lower gross material margins.

Interest expense of $7.3 million in 2005 declined $1.6 million versus prior year on lower overall borrowings and ~~organizational restructuring, further working capital improvements, deferral~~reduced interest rates, stemming from the Company’s debt refinancing in the second half of ~~non-critical capital projects, sale~~2005 (See Notes 8 and 9 to the consolidated financial statements). As part of ~~assets or business units,~~the refinancing of its long-term notes in the fourth quarter of 2005, the Company ~~through additional equity~~recorded a $4.9 million pre-tax charge related to the early termination of its former note agreements.

Consolidated net income of $37.9 million, or ~~debt,~~$2.11 earnings per diluted share in 2005 compared favorably to $14.5 million, or renegotiating existing long-term loans outstanding. Management cannot guarantee that any of these options will be available if needed. None of these options are under consideration at this time, other than the ongoing analysis and review of operating expense and levels of working capital required$0.82 per diluted share, in ~~the business and the aforementioned replacement of the expiring Accounts Receivable Securitization financing.~~

~~All current business conditions lead management~~2004.

2004 Results Compared to believe it will be able to generate sufficient cash from operations and planned working capital improvements, to fund its ongoing capital expenditure program and to meet its debt obligations. Management also believes improved results stemming from current favorable business conditions has placed the Company in a position to successfully refinance its Financing Agreement expiring in December 2005.
~~Results of Operations: Year-to-Year Comparisons and Commentary~~2003

The following financial comparisons include certain significant changes in the Company’s structure or business that are considered to be important to the reader’s general understanding when viewing results of operations for the years presented.
~~On May 1, 2002 the Company acquired its joint venture partner’s remaining interest~~

Beginning in ~~Metal Express. The results of this entity, a wholly owned subsidiary, have been consolidated into Castle’s financial statements as of the date of acquisition.~~
~~In the second quarter of 2003, the Company~~late 2000, management initiated a major restructuring program ~~that~~which included a review of certain under-performing business units and an assessment of the ~~sale or closing of several under-performing and cash consuming business units. Management believes that~~Company’s overall cost structure. Specific actions taken by management in 2003 resulted in the Company incurring restructuring ~~has~~related charges in its reported results. The restructuring better postured the Company to participate in the ~~current~~2004 and 2005 economic recovery by shedding business units that ~~have~~had in ~~past~~prior years either produced operating losses, consumed disproportionate amounts of cash, or both, and were not a strategic ~~fits~~fit with the Company’s core business. ~~In the fourth quarter of 2003, the~~

The Company also incurred additional non-recurring charges associated with equipment lease buyout provisions for assets included in the sale of a non-strategic business unit and for the negotiated early property lease buyout and related write-off of leasehold improvements of a vacated facility.

Total restructuring related charges for 2003 were $11.5 million on a pre-tax basis. ~~The following table summarizes the charges by category.~~ Further details on these charges can be found in ~~Footnote 8.~~
9

~~Summary of 2003 Special Charges~~
~~(Dollars in millions)~~

Impairment
Long- Joint Lease Total
Lived Venture Termination Special
Inventory Assets Investment Costs Other Charges

Close KSI, LLC $ 0.8 $ 3.1 $ — $ 0.6 $ 0.8 $ 5.3

Sell Keystone Honing 0.8 0.8 — — — 1.6

Sell Equity Interest in Laser Precision — — 3.3 — — 3.3

Sell Equity Interest in Energy Alloys — — 0.2 — — 0.2

Other Asset Impairments and Lease Terminations — 0.6 — 0.5 — 1.1

Total $ 1.6 $ 4.5 $ 3.5 $ 1.1 $ 0.8 $ 11.5

~~Effective January 1, 2004~~Note 7 to the ~~Company purchased the remaining joint venture partner’s interest in Castle de Mexico, S.A. de C.V. The results of this entity have been~~ consolidated ~~in the Company’s~~ financial ~~statements as of the effective date of the acquisition.~~

On March 31, 2004 Total Plastics Inc. (TPI), the Company’s subsidiary comprising its plastics segment (TPI) purchased the remaining 40% interest in its Paramont Machine Company subsidiary. The results of this wholly owned subsidiary have been consolidated in the Company’s financials statements as of the effective date of the acquisition.

statements.

~~2004 Results Compared to 2003~~

Consolidated results by business segment are summarized in the following table for years 2004 and 2003. Impairment and other special charges are shown separately for clarification purposes.

Operating Results by Segment(dollars in millions)

Year Ended December 31, Year Ended December 31,
2004 2003 Fav/(Unfav) % Change 2004 2003 Fav/(Unfav) % Change

Net Sales
Metals $ 671.2 $ 475.3 $ 195.9 41.2 % $ 671.2 $ 475.3 $ 195.9 41.2 %
Plastics 89.8 67.7 22.1 32.6 89.8 67.7 22.1 32.6

Total Net Sales $ 761.0 $ 543.0 $ 218.0 40.1 $ 761.0 $ 543.0 $ 218.0 40.1

Gross Material Margin
Metals $ 188.4 $ 135.2 $ 53.2 39.3 % $ 188.5 $ 135.2 $ 53.3 39.4 %
% of Metals Sales
28.1 % 28.4 % (0.3 )% 28.1 % 28.4 % (0.4 )%
Metals Special Charges — (1.6 ) 1.6 — (1.6 ) 1.6
Plastics 29.1 23.4 5.7 24.3 29.1 23.4 5.7 24.4
% of Plastics Sales
32.4 % 34.6 % (2.2 )% 32.4 % 34.6 % (2.2 )%

Total Gross Material Margin $ 217.5 $ 157.0 $ 60.5 38.5 % $ 217.6 $ 157.0 $ 60.6 38.6 %
% of Total Sales
28.6 % 28.9 % (0.3 )% 28.6 % 28.9 % (0.3 )%

Operating Expense
Metals $ (155.4 ) $ (141.0 ) $ (14.4 ) (10.2 )% $ 155.4 $ 141.0 $ (14.4 ) 10.2 %
Metals Impairment — (6.5 ) 6.5 — 6.5 6.5
Plastics (23.6 ) (20.6 ) (3.0 ) (14.6 ) 23.6 20.6 (3.0 ) 14.6
Other (4.9 ) (2.6 ) (2.3 ) 7.1 4.7 (2.4 ) 51.1

Total Operating Expense $ (183.9 ) $ (170.7 ) $ (13.2 ) (7.7 )% $ 186.1 $ 172.8 $ (13.3 ) 7.7 %
% of Total Sales
(24.2 )% (35.9 )% 11.7 % (24.5 )% (31.8 )% 7.4 %

Operating Income (Loss)
Metals $ 33.0 $ (5.8 ) $ 38.8 $ 33.1 $ (5.8 ) $ 38.9
% of Metals Sales
4.3 % (1.2 )% 5.5 % 4.9 % (1.2 )% 6.2 %
Metals Special Charges and Impairment — (8.1 ) 8.1 — (8.1 ) 8.1
Plastics 5.5 2.8 2.7 5.5 2.8 2.7
% of Plastics Sales
6.1 % 4.1 % 2.0 % 6.1 % 4.1 % 2.0 %
Other (4.9 ) (2.6 ) (2.3 ) (7.1 ) (4.7 ) (2.4 )

Total Operating Income (Loss) $ 33.6 $ (13.7 ) $ 47.3 $ 31.5 $ (15.8 ) $ 47.3
% of Total Sales
4.4 % (2.5 )% 6.9 % 4.1 % (2.9 )% 7.0 %

“Other” includes costs of executive, legal and ~~legal~~finance departments which are shared by both operating segments of the Company.

Net Sales:

Consolidated net sales for the Company in 2004 of $761.0 million ~~are~~were up $218.0 million, or 40.1%, versus ~~last year.~~2003. Improved market conditions in the manufacturing sector of the U.S. economy and shortages in raw materials used in metal production ~~have~~ fueled sales growth in terms of both price and real volume. Metals segment sales of $671.2 million ~~are~~in 2004 were up $195.9 million, or 41.2%, versus 2003. Management estimates that the impact of 2004 material price escalation accounted for approximately two-thirds of the sales increase. The Company’s wholly-owned Mexican subsidiary added $14.6 million of sales in 2004. The balance of the year-over-year sales growth in this segment iswas due to increased volume driven by healthier market conditions. Plastics segment sales of $89.8 million increased $22.1 million, or 32.6%, versus ~~prior year.~~2003. Roughly 3% of this increase iswas due to material price inflation with the balance of growth resulting from planned geographic expansion the Company initiated in 2003.
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Gross Material Margins and Operating Profit (Loss):

On a consolidated basis, gross material margins increased ~~$60.5~~$60.6 million or ~~38.5%~~38.6% to a level of ~~$217.5~~$217.6 million in 2004. Increased volume and material cost and margin pass-through ~~account~~accounted for this improvement versus 2003. Within its Metals segment, the Company recorded $1.6 million of

impairment related charges in 2003. See ~~Footnote 8~~Note 7 to the consolidated financial statements for more details on the nature of these charges. Included in the 2004 margin ~~are~~were charges totaling $5.2 million resulting from company-wide physical inventories conducted in the third and fourth quarter. The Mexican operation contributed $3.2 million of margin in 2004. Total gross material ~~margin~~margins within the Metals segment increased by ~~$54.8~~$54.9 million, or 41.0%, including these factors. The Plastics segment increased gross material margins in 2004 by $5.7 million, or ~~24.3%~~24.4%. Margin as a percent of sales declined during the year in this segment largely due to product and customer mix. Included in the 2004 margin for the Plastics segment are $0.5 million of charges associated with an annual physical inventory conducted in the fourth quarter.

In 2003, the Company incurred a ~~$13.7~~$15.8 million operating loss on a consolidated basis, including $8.1 million of impairment and other special charges associated with management’s decision to exit certain business units and dispose of certain capital assets. No impairment or special ~~chares~~charges were recorded in 2004. The Company recorded a $2.6 million unfavorable net LIFO (last-in, ~~fast-out)~~first-out) charge ~~(LIFO loss less inventory revaluation gain)~~ in 2004, compared to a $2.4 million charge in 2003.

Consolidated operating expenses increased ~~$13.2~~$13.3 million or 7.7% in 2004 in support of volume growth. Operating expense as a percent of sales declined from ~~30.2%~~31.8% (excluding impairment charges) in 2003 to ~~24.2%~~24.5% in 2004. More importantly, the incremental year-over-year increase in operating expense as a percent of incremental sales growth was ~~6.1%~~7.4%, reflecting the Company’s ability to support significant sales growth with a nominal increase in variable expense. Metals segment operating expense increased $14.4 million (excluding $6.5 million of impairment charges recorded in 2003) or 7.4% of their 41.2% sales increase. Operating expenses in the Plastics segment increased $3.0 million or ~~14.6%~~13.6% of their 32.6% growth in sales.

The Company’s “Other” operating segment includes expenses related to executive, legal and ~~legal~~financial services that benefited both segments. This expense increased to ~~$4.9~~$7.1 million in 2004 from ~~$2.6~~$4.7 million in 2003. Most of the increase was attributable to management incentives and initial year Sarbanes-Oxley compliance costs.

Consolidated operating profit earned in 2004 was ~~$33.6~~$31.5 million compared to an operating loss of ~~$13.7~~$15.8 million one year ago.

Other Income and Expense, and Net Results:

The Company’s ~~sole remaining~~ joint venture, Kreher Steel, experienced similar favorable market dynamics as the Company’s own Metals segment throughout ~~the year. In~~2004. Equity in earnings in 2004 ~~equity earnings~~ associated with the Company’s 50% interest in this joint venture were $5.2 million. In 2003, the Company recorded a $3.5 million impairment charge associated with certain joint venture investments which management elected to sell or exit ~~(see Footnote 8~~(Note 7 to the consolidated financial statements for more details). Equity earnings of joint ventures in 2003, excluding the impairment charge, were $0.1 million.

Interest expense decreased $0.7 million to $9.0 million in 2004. This reflected lower long-term debt levels. Due to lower average amounts sold under its Financing Agreement in 2004, the Company recorded a $1.0 million discount on receivables sold versus $1.2 million in 2003.

Consolidated net income from continuing operations in 2004 was ~~$16.9~~$15.4 million compared to a loss of ~~$17.9~~$19.9 million in 2003. In the fourth quarter of 2003, the Company recorded an additional $0.2 million loss (net of taxes) on the disposal of its United Kingdom subsidiary (sold in May 2002) associated with an outstanding customer product liability claim. This loss is shown in Discontinued Operations in the Company’s comparative Statement of Operations. Preferred dividends in 2004 and 2003 of $1.0 million each year are related to the Company’s November 2002 private placement of cumulative convertible preferred stock with its largest shareholder.

The Company reported net income of ~~$15.9~~$14.5 million, or ~~$1.01~~$0.82 per diluted share ~~(basic)~~ in 2004 versus a net loss of ~~$19.0~~$21.0 million or ~~$1.20~~$1.33 per diluted share in 2003.

YEAR-END 2005 LIQUIDITY AND CASH POSITION

Liquidity and Capital Resources

The Company’s primary sources of liquidity include cash generated from earnings and its use of available borrowing capacity to fund working capital needs and growth initiatives. The Company’s 2005 operating results coupled with its debt refinancing have dramatically improved its financial position and liquidity.

1213

~~2003 Results Compared~~

Net cash from operating activities in 2005 was $57.9 million, largely driven by strong earnings and ongoing working capital management. In July 2005, the Company replaced its former receivable purchase facility with an $82 million revolving line of credit (“Revolver”). This transaction triggered a 150 basis point interest rate reduction on the Company’s long-term notes existing at that date. Available Revolver capacity is primarily used to ~~2002~~
~~Consolidated results~~fund working capital needs. In November of 2005 the Company completed a planned refinancing of its long-term debt through the issuance of $75 million of ten-year senior secured notes. The Company’s 6.26% Senior Secured Notes are due in scheduled installments through November 17, 2015 (the “Notes”). Interest on the Notes accrues at the rate of 6.26% annually, payable semi-annually beginning on May 15, 2006. The proceeds were used to retire all of its former long-term notes. This refinancing enabled the Company to reduce its annual debt service cash outlays, by ~~business segment are summarized~~extending maturities on the debt and achieving a fixed lower interest rate. (See Notes 8 and 9 to the consolidated financial statements.)

Total long-term debt declined $21.3 million during 2005 and year-end cash increased $34.3 million. The debt-to-capital ratio at December 31, 2005 was 30.8% versus 43.7% at the end of 2004. As of December 31, 2005 the Company had no outstanding borrowings under its Revolver and had availability of $76.0 million.

In 2005 the Company continued its aggressive program to manage its investment in inventory. The following chart depicts the ~~following table for years 2003~~improvements in inventory turns, as measured by days’ sales in inventory (“DSI”) since 2003.

FY FY FY
2005 2004 2003

Average DSI 119.3 119.2 153.1

2004 inventory performance was favorably impacted by shortages in metals supply across the industry. 2005 DSI reflects sustainable improvement in inventory turnover.

As of December 31, 2005, the Company remained in compliance with the covenants of its credit agreements, which require it to maintain certain funded debt-to-capital ratios, working capital-to-debt ratios and ~~2002. Impairment and other special charges are~~a minimum book value of equity, as defined within the agreement. A summary of covenant compliance is shown ~~separately for clarification purposes.~~
~~Operating Results by Segment~~
~~(dollars in millions)~~

Year Ended December 31,
2003 2002 Fav/(Unfav) % Change

Net Sales
Metals $ 475.3 $ 477.7 $ (2.4 ) (0.5 )%
Plastics 67.7 60.4 7.3 12.1

Total Net Sales $ 543.0 $ 538.1 $ 4.9 0.9 %
Gross Material Margin
Metals $ 135.2 $ 138.9 $ (3.7 ) (2.7 )%
% of Metals Sales
28.4 % 29.1 % (0.7 )%
Metals Special Charges (1.6 ) — (1.6 )
Plastics 23.4 21.2 2.2 10.4
% of Plastics Sales
34.6 % 35.1 % (0.5 )%

Total Gross Material Margin $ 157.0 $ 160.1 $ (3.1 ) (1.9 )%
% of Total Sales
28.9 % 29.8 % (0.8 )%

Operating Expense
Metals $ (141.0 ) $ (142.8 ) $ 1.8 1.3 %
Metals Impairment (6.5 ) — (6.5 ) —
Plastics (20.6 ) (18.8 ) (1.8 ) (9.6 )
Other (2.6 ) (2.9 ) 0.3 10.3

Total Operating Expense $ (170.7 ) $ (164.5 ) $ (6.2 ) (3.8 )%
% of Total Sales
(35.9 )% (30.6 )% (0.9 )%

Operating Income (Loss)
Metals $ (5.8 ) $ (3.9 ) $ (1.9 )
% of Metals Sales
(1.2 )% (0.8 )% (0.4 )%
Metals Special Charges and Impairment (8.1 ) — (8.1 )

Plastics 2.8 2.4 0.4
% of Plastics Sales
4.1 % 4.0 % 8.3 %
Other (2.6 ) (2.9 ) 0.3

Total Operating Loss $ (13.7 ) $ (4.4 ) $ (9.3 )
% of Total Sales
(2.5 )% (0.8 )% (1.7 )%
below.

Actual
~~“Other” includes costs of executive and legal departments which are shared by both operating segments of the Company.~~ Required 12/31/05
Debt-to-Capital Ratio < 0.55 0.26

Working Capital-to-Debt Ratio >1.00 2.70
Book Value of Equity $123.9 Million $175.5 Million
Management believes the Company will be able to generate sufficient cash from operations and planned working capital improvements (principally from reduced inventories) to fund its ongoing capital expenditure programs and meet its debt obligations.
Capital Expenditures
Capital expenditures for 2005 were $8.7 million as compared to $5.3 million in 2004. During 2005, the Company embarked on a multi-year program to replace certain of its business technology and support systems. Approximately $0.7 million of 2005 capital expenditures were associated with this project. Management estimates that total spending on this technology improvement will be in the $4 million to $6 million range, to be spent over the three-year period from 2005 through 2008. The balance of 2005 capital expenditures included normal replacement and upgrading of machinery and equipment.
1314

~~Net Sales:~~Contractual Obligations and Other Commitments:
~~Consolidated net sales~~

At December 31, 2005, the Company’s contractual obligations, including estimated payments by period, were as follows:(Dollars in ~~2003~~Thousands)

Less One to More
Than One Three Three to Than Five
Payments Due In Total Year Years Five Years Years

Long-Term Debt Obligations $ 80,060 $ 6,233 $ 13,411 $ 17,580 $ 42,836
Interest Payments on Debt Obligations (a) 29,224 5,008 12,733 5,813 5,670
Capital Lease Obligations 1,548 534 913 101 —
Operating Lease Obligations 56,265 11,258 20,091 14,278 10,638
Purchase Obligations (b) 226,231 217,834 8,397 — —
Other (c) 5,858 5,858 — — —

Total $ 399,186 $ 246,725 $ 55,545 $ 37,772 $ 59,144


(a)	Interest payments on debt obligations represent interest on all company debt at December 31, 2005. 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, 2005. Future interest rates may change, and therefore, actual interest payments would differ from those disclosed in the table above.

(b)	Purchase obligations consist of raw material purchases made in the normal course of business.

(c)	The other category is comprised of deferred revenues that represent commitments to deliver products.

The above table does not include $14.4 million of ~~$543.0 million were $4.9 million, or 0.9%, ahead~~other non-current liabilities recorded on the balance sheet, as summarized in Notes 3 and 4 to the consolidated financial statements. These non-current liabilities consist of the prior year. Most of this year-to-year increase was realized in the fourth quarter during which consolidated sales were up $8.2 million, or 6.6%, versus the corresponding quarter of 2002. This reflected improving market activity at the time, principally in the Metals segment, as the manufacturing sector of the U.S. economy was showing signs of sustained recovery from its prior three-year lull. Metals segment net sales of $475.3 million (approximately 87.5% of consolidated sales) for the year were slightly down versus 2002. Most of this decline was dueliabilities related to the Company’s ~~decision to exit certain non-performing business units~~non-funded supplemental pension plan and postretirement benefit plans for which payment periods cannot be determined. Non-current liabilities also include the deferred gain on the sale of assets, which are principally the sale-leaseback transactions disclosed in ~~2003. Plastics segment sales of $67.7 million (approximately 12.5% of consolidated sales) were up $7.3 million, or 12.1%, over 2002, due in part~~Note 3 to the ~~Company expanding operations into New York and Florida.~~
~~Gross Material Margins and Operating Profit (Loss):~~
~~Consolidated gross material margin of $157.0 million, including special charges of $1.6 million, was $3.1 million lower in 2003 than the previous year.~~consolidated financial statements. The ~~year-to-year decline~~cash outflows associated with these transactions are included in the ~~Metals segment was due primarily to product mix and competitive pricing. The Plastics segment margins remained strong and ahead of 2002 on higher sales volume.~~
operating lease obligations above.

The Company ~~incurred~~has a ~~$13.7 million operating loss on~~number of long-term contracts to purchase certain quantities of material with certain suppliers. In each case of such a ~~consolidated basis, including $8.1 million~~long-term obligation, the Company has an irrevocable purchase agreement from its customer for the same amount of impairment and other special charges associated with management’s decision to exit certain business units and dispose of certain capital assets. The company also recorded a $2.4 million unfavorable net LIFO (Last-In, Last-Out) charge (LIFO loss less inventory revaluation gain) in 2003, compared to a $1.3 million charge in 2002.
material over the same time period.

Pension Funding

The Company’s ~~“Other” operating segment includes expenses related~~funding policy on its defined benefit pension plan is to ~~executive and legal services that benefited both segments. This expense decreased to $2.6 million in 2003 from $2.9 million in 2002.~~
~~Other Income and Expense, and Net Results:~~
~~The~~satisfy the minimum funding requirements of ERISA. During 2005, the Company ~~recorded a $3.5 million impairment charge in 2003 associated with certain joint venture investments which management elected to sell or exit (see Footnote 8 for more details).~~
~~Interest expense increased $2.2~~contributed $1.0 million to ~~$9.7 million~~the Hourly Employees Pension Plan. Future funding requirements are dependent upon various factors outside the Company’s control including, but not limited to, fund asset performance and changes in ~~2003. This reflected~~regulatory or accounting requirements. Based upon factors known and considered as of December 31, 2005, the ~~higher interest rates agreed~~Company does not anticipate any further cash contributions to be made to the pension plans in 2006.

Off-Balance Sheet Arrangements

With the exception of letters of credit and sales/leaseback financing on certain equipment used in the operation of the business, it is not the Company’s general practice to use off-balance sheet arrangements, such as ~~part~~third-party special-purpose entities or guarantees to third parties.

Obligations of the Company ~~renegotiating~~associated with its ~~lending agreements in late 2002. The revised lending agreements allowed~~leased equipment are disclosed within this filing under the “Contractual Obligations and Other Commitments” section above.

See Note 12 to the consolidated financial statements for more flexibility within the financial covenants that the Company needed in order to restructure its operating base and exit non-strategic or non-performing business units. Due to lower amounts sold under its Accounts Receivable Securitization Facility in 2003, the Company recorded a $1.2 million discount on receivables sold versus $3.4 million in 2002.
Consolidated net loss from continuing operations was $17.9 million in 2003 versus a loss of $9.3 million in the previous year. In the fourth quarter of 2003, the Company recorded an additional $0.2 million loss (net of taxes)details on the ~~disposal~~Company’s outstanding letters of its United Kingdom subsidiary (sold in May 2002) associated with an outstanding customer product liability claim. This loss is shown in Discontinued Operations in the Company’s Statement of Operations. Preferred dividends in 2003 of $1.0 million reflected a full year of dividends associated with the November 2002 private placement of cumulative convertible preferred stock by the Company’s largest shareholder.credit.

~~The Company reported a net loss of $19.0 million or $1.20 per share in 2003 versus a net loss of $10.2 million, or $0.68 per share in 2002.~~

~~Recent Accounting Pronouncements:~~

~~A description of recent accounting pronouncements is included in Footnote 1 “Notes to Consolidated Financial Statements” under the caption “New Accounting Standards”.~~

Critical Accounting Policies:

The financial statements have been prepared in accordance with generally accepted accounting principals, which necessarily include amounts that are based on estimates and assumptions. The following is a description of some of the more significant ~~valuation~~ policies:
14

~~Accounts Receivable~~– Accounts receivable are evaluated on a quarterly basis and any significant customers with delinquent balances are reviewed to determine future collectibility. Assessments are based on legal issues (bankruptcy status), past history, current financial and credit agency reports, and the experience of the credit representatives. Accounts judged to be uncollectible are reserved or written off in the quarter in which the determination is made. Additional reserves are maintained based on the Company’s historical bad debt experience.

Inventory–— Substantially all inventories are valued using the last-in first-out (LIFO) method. Under this method, the current value of material sold is recorded as cost of material sold rather than the actual cost in the order in which it was purchased. This means that older costs are included in inventory, which may be higher or lower than current costs. This method of valuation is subject to year-to-year fluctuations in cost of material sold, which is influenced by the inflation or deflation existing within the metals or plastics industry. The use of LIFO for inventory valuation was chosen to better match replacement cost of inventory with the current pricing used to bill customers.

Retirement Plans–— The Company values retirement plan assets and liabilities based on assumptions and valuations established by management following consultation with its independent actuary. Future valuations are subject to market changes, which are not in the control of the Company and could differ materially from the amounts currently reported.
Note 4 to the consolidated financial statements disclose the assumptions used by management.

Insurance Plans –—The Company is self-insured for a portion of worker’s compensation and automobile insurance. Self-insurance amounts are capped for individual claims, and, in the aggregate, for each policy year by an insurance company. Self-insurance reserves are based on unpaid, known claims (including related administrative fees assessed by the insurance company for claims processing) and a reserve for incurred but not reported claims based on the Company’s historical claim experience and development.

Revenue Recognition –—Revenue from product sales is largely recognized upon shipment whereupon title passes and the Company has no further obligations to the customer. The Company has entered into consignment inventory agreements with a few select customers whereby revenue is not recorded until the customer has consumed product from the consigned inventory and title has passed. Revenue derived from consigned inventories at customer locations for 2005 was $11.9 million (or 1.2% of sales) compared to $9.5 million (or 1.2% of 2004 sales). Inventory on consignment at customers as of December 31, 2005 was $1.5 million, or 1.2% of consolidated net inventory as reported on the Company’s consolidated balance sheets. Provisions for ~~sales~~ discounts and rebates to customers, and returns and other adjustments are ~~provided for~~recorded in the same period the related sales are recorded. Shipping and handling ~~charges are~~expenses of $29.1 million, $24.4 million and $20.6 million for 2005, 2004 and 2003, respectively, were recorded as operating ~~expenses~~expense in the period incurred.

Goodwill Impairment –—The carrying value of ~~Goodwill~~goodwill is evaluated annually during the first quarter of each fiscal year or when certain events (e.g. the potential sale of an entity) occur which require a more current valuation. The valuation is based on the comparison of an entity’s discounted cash flow (equity valuation) to its carrying value. If the carrying value exceeds the equity valuation the ~~Goodwill~~goodwill is impaired appropriately. The equity valuation is based on historical data and management assumptions of future cash flow. Since the assumptions are forward looking, actual results could differ materially from those used in the valuation process.

Income ~~Taxes –~~taxes~~Income tax provisions are based on~~—The Company accounts for income ~~reported for financial statement purposes.~~taxes using the asset and liability method. Deferred income taxes reflect the net tax effect, using enacted tax rates of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and ~~the~~ amounts used for income tax purposes. The Company records valuation allowances ~~or adjustments~~ against its deferred tax assets when it is more likely than not that the amounts will not be ~~recognized.~~
~~Capital Expenditures:~~
~~Capital expenditures~~realized. Income tax expense includes provisions for ~~2004 totalled $5.3 million as compared~~amounts that are currently payable, plus changes in deferred tax assets and liabilities.

Stock-Based Compensation —The Company offers stock-based compensation to $5.1 million in 2003. Major expenditures included the replacement and upgrading of machinery and equipment, and enhancements to information processing systems. It is anticipated that capital expenditures will be approximately $6.0 - $7.0 million in 2005, mainly in the area of customary repair and replacement of existing machinery and equipment and a planned increased investment in upgrading or replacing certain of the Company’s existing business systems.
15

Capital expenditures for 2003 totalled $5.1 million as compared to $1.4 million in 2002. Major expenditures included replacement of machinery and equipment, increased processing capabilities and enhancements to a warehouse management system. During 2002, the Company sold and leased back approximately $2.0 million of fixed assets respectively, which added to cash flow and minimized other financing requirements. The leaseback transactions are recorded as operating leases and therefore are not reflected as debt on the accompanying Consolidated Financial Statements.

~~Liquidity and Capital Resources:~~

The Company’s 2004 operating results reflect significantly improved economic conditions within its primary customer markets. In 2003, management initiated several actions that served to generate cash, which in turn, reduced the Company’s debt load and restructured its base operating costs, better positioning itself to favorably leverage 2004 and future years incremental sales. Many of the actions initiated resulted in charges that were taken against 2003 earnings in the form of impairment or other special charges ($11.5 million recorded in 2003).

Additionally, in the last four years, the Company aggressively lowered its investment in inventory and sold unused facility space in select operations. The cash generated from these actions along with the previously mentioned sale of certain non-performing business units, allowed the Company to reduce its total debtexecutive and other ~~financing arrangements (including its Financing Agreement) by $46.7 million since the end of 2000~~key employees, as well as ~~fund~~ its ~~ongoing operations.~~

~~The Company’s principal internal sources~~directors. Stock-based compensation expense is generally recorded using the grant date fair value of ~~liquidity are earnings from operations and management of working capital. Additionally,~~the stock award. For stock option grants, the Company ~~utilizes an Financing Agreement (see Footnote 9~~determines the grant date fair value of the award with a Black Scholes valuation model using assumptions for ~~more details) as its primary external funding source for working capital needs.~~

~~Cash flow from operating activities in 2004 was a positive $13.6 million. This included a $3.5 million increase in accounts receivable sold under~~ the Company’s Financing Agreement due to additional funding requirements for operations. Excluding the impact of reduced receivables sold under the Company’s Financing Agreement, cash flow from operations was a positive $12.3 million.

Working capital, excluding the current portion of long-term debt, of $106.8 million is up $15.5 million, or 16.6%, since the start of 2004. Average inventory levels declined mid-year largely due to tightening metal supply and related extended mill delivery lead times. During the fourth quarter, the Company’s supplier base was beginning to make progress on shortening delivery lead times, resulting in rising stock levels at year-end. The higher inventory levels at the end of 2004 will support the Company’s historically seasonally stronger first and second quarter sales activity in 2005. Days sales in inventory (DSI) declined to 120 days on average in 2004 from 153 days one year ago. Gross trade receivables (prior to the impact of receivables sold under the Financing Agreement) increased $29.6 million through December 31, 2004 largely due to higher material pricing and volume growth. The days sales outstanding (DSO) at year-end 2004 were 45.8 days, an improvement versus 48.0 days in 2003.

At December 31, 2004, $16.5 million of receivables were sold or utilized under the Financing Agreement (versus $13.0 million at December 31, 2003). Available funds remaining under this facility were $27.1 million at year-end 2004.

The Company paid $6.3 million in 2004 for tax payments pertaining primarily to estimated federal and state income tax obligations. The Company also paid $8.9 million on interest or other debt related obligations due.

As of December 31, 2004, the Company remains in compliance with the covenants of its Financial Agreements, which require it to maintain certain funded debt-to-capital ratios, working capital-to-debt ratios and a minimum equity value as defined within the agreement. A summary of covenant compliance is shown below.



			~~Actual~~
	~~Required~~		~~12/31/04~~

~~Debt-to-Capital Ratio~~		~~< 0.55~~		~~0.37~~
~~Working Capital-to-Debt Ratio~~		~~>1.00~~		~~1.74~~
~~Minimum Equity Value~~	~~$106.8 Million~~		~~$130.3 Million~~

risk-

All current business conditions lead management to believe it will be able to generate sufficient cash from operations and planned working capital improvements (principally from reduced inventories), to fund its ongoing capital expenditure programs and meet its debt obligations.

free interest rate, expected term of the option, volatility and expected dividend yield. See Note 10 to the consolidated financial statements for a discussion of the specific assumptions used by management. The Company’s long-term performance plan generally calculates fair value by reference to the grant date market price of the Company’s common stock and in recording stock compensation expense, management also must estimate the probable number of shares which will ultimately vest. The actual number of shares that will vest may differ from management’s estimate.

~~Cash Commitments:~~Recent Accounting Pronouncements:
~~The following~~

A description of recent other accounting pronouncements is ~~a schedule of cash commitments for long-term debt and non-cancelable lease payments:~~

Payments Due In Debt Leases Total

2005 $ 11,607 $ 12,305 $ 23,912
2006 16,390 11,803 28,193
2007 16,390 10,038 26,428
2008 19,304 8,969 28,273
2009 16,600 6,993 23,593
Later Years 21,088 13,763 34,851

Total $ 101,379 $ 63,871 $ 165,250

included in Note 1 “Notes to Consolidated Financial Statements” under the caption “New Accounting Standards”.
ITEM 7a —Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to various interest rate and metal price risks that arise in the normal course of business. The Company finances its operations with fixed and variable rate ~~borrowings and the Financing Agreement.~~borrowings. Market risk arises from changes in variable interest rates. ~~An increase~~Under its Revolver, the Company’s interest rate on borrowings is subject to changes in the LIBOR and Prime rate market fluctuations. As of ~~1% in interest rates~~December 31, 2005, the Company had no outstanding borrowings under the Revolver. (See Note 8 to consolidated financial statements for more details on the Company’s variable ~~rate indebtedness and Financing Agreement would increase~~interest rate.) All of the Company’s ~~annual~~long-term debt as of December 31, 2005 is on a fixed interest ~~expense and discount on sale of accounts receivable by approximately $0.1 million.~~rate. The Company’s raw material costs are comprised primarily of ~~highly~~ engineered metals and plastics. Market risk arises from changes in the price of steel, other metals and plastics. Although average selling prices generally increase or decrease as material costs increase or decrease, the impact of a change in the purchase price of materials is more immediately reflected in the Company’s cost of goods sold than in its selling prices.
~~Commitments and Contingencies:~~
The Company is the defendant in several lawsuits arising out of the conduct of its business. These lawsuits are incidental and occur in the normal course of the Company’s business affairs. It is the opinion of the Company’s in-house counsel, based on current knowledge, that no uninsured liability will result from the outcome of the litigation, that would have material adverse effect on the consolidated financial position to the Company.
~~Equity Plan Disclosures:~~
~~The following table includes information regarding the Company’s equity compensation plans:~~

(a) (b) (c)
Number of securities remaining available
Number of for future
securities to be issuances under
issued upon Weighted-average equity compensation
exercise of exercise price of plans (excluding
outstanding outstanding securities
options, warrants options, warrants reflected in column
Plan category and rights and rights (a))
Equity compensation plans approved by security holders 1,881.019 $ 9.10 1,650,512
Equity compensation plans not approved by security holders — — —

Total 1,881,019 $ 9.10 1,646,136

17
ITEM 8 —Financial Statements and Supplementary Data
Consolidated Statements of Operations

Years Ended December 31,
(Dollars in thousands, except per share data)
2004 2003 2002

Net sales $ 760,997 $ 543,031 $ 538,143
Cost of material sold (543,426 ) (384,459 ) (377,997 )
Special charges (Note 8) — (1,624 ) —

Gross material margin 217,571 156,948 160,146
Plant and delivery expense (95,229 ) (87,055 ) (87,902 )
Sales, general, and administrative expense (79,986 ) (68,339 ) (67,720 )
Depreciation and amortization expense (8,751 ) (8,839 ) (8,895 )
Impairment and other operating expenses (Note 8) — (6,456 ) —

Total other operating expense (183,966 ) (170,689 ) (164,517 )
Operating income (loss) 33,605 (13,741 ) (4,371 )
Interest expense, net (Note 10) (8,968 ) (9,709 ) (7,459 )
Discount on sale of accounts receivable (Note 9) (969 ) (1,157 ) (3,429 )

Income (loss) from continuing operations before income taxes and unconsolidated subsidiaries 23,668 (24,607 ) (15,259 )

Income taxes (Note 6):
Federal- current
(920 ) 2,243 10,646
- deferred
(6,913 ) 6,224 (5,878 )
State     - current
(1,256 ) 478 (637 )
- deferred
(855 ) (204 ) 1,587

(9,944 ) 8,741 5,718

Net income (loss) before equity in unconsolidated subsidiaries and before discontinued operations 13,724 (15,866 ) (9,541 )

Equity earnings of joint ventures, net of tax 3,153 83 268
Impairment to joint venture investment and advances, net of taxes (Note 8) — (2,094 ) —

Net income (loss) before discontinued operations 16,877 (17,877 ) (9,273 )

Discontinued operations (Note 7):
Loss from discontinued operations; net of income tax (benefit) of ($40) and $187 — — (26 )
Loss on disposal of subsidiary, net of income (benefit) of ($115) and ($188) — (172 ) (752 )

Net income (loss) $ 16,877 $ (18,049 ) $ (10,051 )
Preferred dividends (957 ) (961 ) (103 )

Net income (loss) applicable to common stock $ 15,920 $ (19,010 ) $ (10,154 )

Basic earnings (loss) per share
Net income (loss) before discontinued operations $ 1.01 $ (1.19 ) $ (0.63 )
Discontinued operations — (0.01 ) (0.05 )

$ 1.01 $ (1.20 ) $ (0.68 )

Diluted earnings (loss) per share
Net income (loss) before discontinued operations $ 1.01 $ (1.19 ) $ (0.63 )
Discontinued operations — (0.01 ) (0.05 )

$ 1.01 $ (1.20 ) $ (0.68 )

Year Ended December 31,
(Dollars in thousands, except per share data) 2005 2004 2003

Net sales $ 958,978 $ 760,997 $ 543,031
Cost of material sold 677,186 543,426 384,459
Special charges (Note 7) — — 1,624

Gross material margin 281,792 217,571 156,948

Plant and delivery expense 108,427 95,229 87,055
Sales, general, and administrative expense 92,848 82,142 70,354
Depreciation and amortization expense 9,340 8,751 8,839
Impairment and other operating expenses (Note 7) — — 6,456

Total operating expense 210,615 186,122 172,704

Operating income (loss) 71,177 31,449 (15,756 )
Interest expense, net (Note 9) (7,348 ) (8,968 ) (9,709 )
Discount on sale of accounts receivable (Note 8) (1,127 ) (969 ) (1,157 )
Loss on extinguishment of debt (Note 9) (4,904 ) — —

Income (loss) from continuing operations before income taxes and equity in earnings of joint ventures 57,798 21,512 (26,622 )

Income taxes (Note 6) (23,191 ) (11,294 ) 10,046

Income (loss) from continuing operations before equity in earnings of joint ventures 34,607 10,218 (16,576 )

Equity in earnings of joint ventures 4,302 5,199 137
Impairment to joint venture investment and advances (Note 7) — — (3,453 )

Income (loss) from continuing operations 38,909 15,417 (19,892 )

Discontinued operations (Note 7):
Loss on disposal of subsidiary, net of income tax benefit of ($115) — — (172 )

Net income (loss) $ 38,909 $ 15,417 $ (20,064 )
Preferred dividends (961 ) (957 ) (961 )

Net income (loss) applicable to common stock $ 37,948 $ 14,460 $ (21,025 )

Basic earnings (loss) per share:
Continuing operations $ 2.37 $ 0.92 $ (1.32 )
Discontinued operations — — (0.01 )

$ 2.37 $ 0.92 $ (1.33 )

Diluted earnings (loss) per share:
Continuing operations $ 2.11 $ 0.82 $ (1.32 )
Discontinued operations — — (0.01 )

$ 2.11 $ 0.82 $ (1.33 )

~~The accompanying notes to consolidated financial statements are an integral part of these statements.~~
18
~~Consolidated Balance Sheets~~

Years Ended December 31,
(Dollars in thousands) 2004 2003 2002

Assets

Current assets
Cash and equivalents (Note 1) $ 3,106 $ 2,455 $ 918
Accounts receivable, less allowances of $1,760 in 2004, $526 in 2003, and $693 in 2002(Note 9) 80,323 54,232 34,273
Inventories (principally on last-in first-out basis) (latest cost higher by approximately $92,500 in 2004, $42,800 in 2003 and $39,000 in 2002 (Note 1) 135,588 117,270 131,704
Income tax receivable (Note 6) 169 660 9,897
Advances to joint ventures and other current assets 7,325 7,184 7,930
Assets held for sale 995 1,067 —

Total current assets 227,506 182,868 184,722
Investment in joint ventures (Note 5) 8,463 5,492 7,278
Goodwill (Note 1) 32,201 31,643 31,947
Pension asset (Note 4) 42,262 42,075 40,359
Advances to joint ventures and other assets 7,586 8,688 6,754
Property, plant and equipment, at cost (Notes 1 and 5)
Land 4,771 4,767 6,025
Building 45,514 45,346 53,322
Machinery and equipment 124,641 118,447 125,376

174,926 168,560 184,723
Less - accumulated depreciation (109,928 ) (100,386 ) (103,188 )

64,998 68,174 81,535

Total assets $ 383,016 $ 338,940 $ 352,595

Liabilities and Stockholders’ Equity

Current liabilities
Accounts payable $ 93,342 $ 67,601 $ 64,192
Accrued payroll and employee benefits (Note 4) 15,215 10,809 10,101
Accrued liabilities 7,801 8,336 5,991
Current and deferred income taxes (Note 6) 4,349 4,852 4,351
Current portion of long-term debt (Note 10) 11,607 8,248 3,546

Total current liabilities 132,314 99,846 88,181
Long-term debt, less current portion (Note 10) 89,771 100,034 108,801
Deferred income taxes (Note 6) 19,668 13,963 21,101
Deferred gain on sale of assets 6,465 7,304 —
Minority interest 1,644 1,456 1,352
Post retirement benefits obligations (Note 4) 2,905 2,683 2,236
Commitments and contingencies — — —
Stockholders’ equity (Notes 11 and 12)
Preferred stock, no par value - 10,000,000 shares authorized; 12,000 shares issued and outstanding 11,239 11,239 11,239
Common stock, $0.01 par value - authorized 30,000,000 shares; issued and outstanding 15,806,366 in 2004, 15,796,439 in 2003, 15,799,126 in 2002 159 159 158
Additional paid in capital 35,082 35,009 35,017
Earnings reinvested in the business 82,400 66,480 85,490
Accumulated other comprehensive income (loss) 1,616 1,042 (555 )
Other - deferred compensation (2 ) (30 ) (195 )
Treasury stock, at cost - 62,065 shares in 2004, 43,686 shares in 2003 and 41,001 shares in 2002 (245 ) (245 ) (230 )

Total stockholders’ equity 130,249 113,654 130,924

Total liabilities and stockholders’ equity $ 383,016 $ 338,940 $ 352,595

~~The accompanying notes to consolidated financial statements are an integral part of these statements.~~
19
~~Consolidated Statements of Cash Flow~~

Year Ended December 31,
(Dollars in thousands) 2004 2003 2002
Cash flows from operating activities: ��
Net income (loss) $ 16,877 $ (18,049 ) $ (10,051 )
Net loss from discontinued operations — 172 778
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 8,751 8,839 8,895
Amortization of deferred gain (839 ) (593 ) —
Loss (gain) on sale of facilities/equipment 701 376 (624 )
Equity in (earnings) loss from joint ventures (5,199 ) (137 ) (446 )
Deferred tax provision 7,768 (6,020 ) 4,291
Increase in pension and other assets (741 ) (2,944 ) (5,597 )
Non-cash pension expense (income) 421 (1,953 ) (2,988 )
Increase in post-retirement benefit obligations and other 249 606 444
Increase in minority interest 188 104 116
Asset and joint venture impairment — 11,333 —
Sale of accounts receivable, net 3,500 (12,866 ) (14,134 )
Increase (decrease) from changes in:
Accounts receivable (27,626 ) (5,961 ) 4,545
Inventories (15,668 ) 14,328 7,765
Other current assets (350 ) 9,930 (6,443 )
Accounts payable 24,351 2,543 7,454
Accrued payroll and employee benefits 4,363 708 40
Income tax payable (2,073 ) (716 ) 1,489
Accrued liabilities (1,053 ) (758 ) 60

Net cash from operating activities — continuing operations 13,621 (1,059 ) (4,406 )
Net cash from operating activities — discontinued operations — — (1,194 )

13,621 (1,059 ) (5,600 )

Cash flows from investing activities:
Investments and acquisitions (1,744 ) — (842 )
Proceeds from disposition of subsidiary — — 2,486
Advances to and investments in joint ventures 2,228 (289 ) (1,882 )
Proceeds from sale of facilities/equipment — 14,002 2,844
Capital expenditures (5,318 ) (5,145 ) (1,446 )

Net cash from investing activities — continuing operations (4,834 ) 8,568 1,160
Net cash from investing activities — discontinued operations — — 98

(4,834 ) 8,568 1,258

Cash flows from financing activities
Proceeds for issuance of long-term debt — 1,455 —
Repayment of long-term debt (7,452 ) (6,637 ) (8,166 )
Preferred stock dividend (957 ) (961 ) (103 )
Proceeds from preferred stock — — 11,239
Other — — (502 )

Net cash from financing activities — continuing operations (8,409 ) (6,143 ) 2,468
Net cash from financing activities — discontinued operations — — 937

(8,409 ) (6,143 ) 3,405

Effect of exchange rate changes on cash 273 171 54

Net increase (decrease) in cash 651 1,537 (883 )
Cash — beginning of year 2,455 918 1,801

Cash — end of year $ 3,106 $ 2,455 $ 918

~~The accompanying notes to consolidated financial statements are an integral part of these statements.~~
20
~~Supplemental Disclosure of~~
~~Consolidated Cash Flow Statements~~

Years Ended December 31,
(Dollars in thousands) 2004 2003 2002

Supplemental disclosures of cash flow information
Cash paid (received) during the year for—
Interest $ 8,910 $ 9,740 $ 7,399
Income taxes $ 6,331 $ (12,653 ) $ (6,320 )

~~Consolidated Statements of Stockholders’ Equity~~

Capital
Received Accumulated
in Excess Other
Preferred Common Treasury of Par Retained Deferred Comprehensive
Stock Stock Stock Value Earnings Compensation Loss Total

Balance at January 1, 2002 $ — $ 142 $ (4,159 ) $ 27,483 $ 95,644 $ (401 ) $ (1,475 ) $ 117,234

Comprehensive Loss:
Net loss (10,051 ) (10,051 )
Foreign currency translation 621 621
Pension liability adjustment(net of income tax of $199)
299 299

Total comprehensive loss (9,430 )
Stock issuances 11,239 11,239
Preferred Dividends (103 ) (103 )
Contribution to pension plan 16 3,839 7,485 11,340
Other 90 49 206 345

Balance at December 31, 2002 11,239 158 (230 ) 35,017 85,490 (195 ) (555 ) 130,924

Comprehensive Loss:
Net loss (18,049 ) (18,049 )
Foreign currency translation 1,691 1,691
Pension liability adjustment(net of income tax of $63)
(94 ) (94 )

Total comprehensive loss (16,358 )
Preferred Dividends (961 ) (961 )
Other 1 (15 ) (8 ) 165 143

Balance at December 31, 2003 11,239 159 (245 ) 35,009 66,480 (30 ) 1,042 113,654

Comprehensive Loss:
Net income 16,877 16,877
Foreign currency translation 1,009 1,009
Pension liability adjustment(net of income tax of $287)
(435 ) (435 )

Total comprehensive loss 17,451
Preferred Dividends (957 ) (957 )
Other 73 28 101

Balance at December 31, 2004 $ 11,239 $ 159 $ (245 ) $ 35,082 $ 82,400 $ (2 ) $ 1,616 $ 130,249

The accompanying notes to consolidated financial statements are an integral part of these statements.
18
Consolidated Balance Sheets

December 31,
(Dollars in thousands) 2005 2004

Assets

Current assets
Cash and cash equivalents (Note 1) $ 37,392 $ 3,106
Accounts receivable, less allowances of $1,763 in 2005 and $1,760 in 2004 (Note 8) 107,064 80,323
Inventories (principally on last-in first-out basis) (latest cost higher by $104,036 in 2005 and $92,500 in 2004 (Note 1) 119,306 135,588
Other current assets 6,351 8,489

Total current assets 270,113 227,506
Investment in joint venture (Note 5) 10,850 8,463
Goodwill and intangible assets (Note 1) 32,222 32,201
Prepaid pension cost (Note 4) 41,946 42,262
Other assets 4,182 7,586
Property, plant and equipment, at cost (Note 1)
Land 4,772 4,771
Building 45,890 45,514
Machinery and equipment 127,048 124,641

177,710 174,926
Less — accumulated depreciation (113,288 ) (109,928 )

64,422 64,998

Total assets $ 423,735 $ 383,016

Liabilities and Stockholders’ Equity

Current liabilities
Accounts payable $ 103,246 $ 93,342
Accrued payroll and employee benefits 12,241 11,246
Accrued liabilities 9,294 8,345
Current and deferred income taxes (Note 6) 7,052 3,653
Current portion of long-term debt (Note 9) 6,233 11,607

Total current liabilities 138,066 128,193
Long-term debt, less current portion (Note 9) 73,827 89,771
Deferred income taxes (Note 6) 21,903 19,668
Deferred gain on sale of assets (Note 3) 5,967 6,465
Pension and postretirement benefit obligations (Note 4) 8,467 6,874
Minority interest — 1,644
Commitments and contingencies (Notes 3 and 12)
Stockholders’ equity (Notes 10 and 11)
Preferred stock, $0.01 par value — 10,000,000 shares authorized 12,000 shares issued and outstanding 11,239 11,239
Common stock, $0.01 par value — authorized 30,000,000 shares; issued and outstanding 16,605,714 in 2005 and 15,806,366 in 2004 166 159
Additional paid-in capital 60,916 45,052
Retained earnings 110,530 72,582
Accumulated other comprehensive income 2,370 1,616
Other — deferred compensation — (2 )
Treasury stock, at cost — 546,065 shares in 2005 and 62,065 shares in 2004 (9,716 ) (245 )

Total stockholders’ equity 175,505 130,401

Total liabilities and stockholders’ equity $ 423,735 $ 383,016

The accompanying notes to consolidated financial statements are an integral part of these statements.
19
Consolidated Statements of Cash Flows

Year Ended December 31,
(Dollars in thousands) 2005 2004 2003

Cash flows from operating activities:
Net income (loss) $ 38,909 $ 15,417 $ (20,064 )
Loss from disposal of discontinued operations — — 172
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 9,340 8,751 8,839
Amortization of deferred gain (498 ) (839 ) (593 )
Loss on sale of facilities/equipment 73 701 376
Equity in earnings from joint ventures (4,302 ) (5,199 ) (137 )
Deferred tax provision (2,046 ) 7,072 (6,020 )
Stock compensation expense 4,174 1,460 2,015
Increase in minority interest — 188 104
Excess tax benefits from stock-based payment arrangements (793 ) — —
Asset and joint venture impairment — — 11,333
Increase (decrease) from changes in:
Accounts receivable (26,217 ) (24,126 ) (18,827 )
Inventories 16,742 (15,668 ) 14,328
Other current assets 2,186 (350 ) 9,930
Other assets (398 ) (133 ) (3,181 )
Prepaid pension costs 316 (187 ) (1,716 )
Accounts payable 9,702 24,351 2,543
Accrued payroll and employee benefits 2,319 4,363 708
Income tax payable 7,594 (1,377 ) (716 )
Accrued liabilities 506 (1,053 ) (758 )
Postretirement benefit obligations and other liabilities 271 249 606

Net cash from operating activities 57,878 13,621 (1,059 )

Cash flows from investing activities:
Investments and acquisitions (236 ) (1,744 ) —
Dividends from joint ventures 1,915 2,228 (289 )
Proceeds from sale of facilities/equipment 33 — 14,002
Capital expenditures (8,685 ) (5,318 ) (5,145 )
Collection of note receivable 2,465 — —

Net cash from investing activities (4,508 ) (4,834 ) 8,568

Cash flows from financing activities:
Proceeds from issuance of long-term debt 75,000 — —
Repayment of long-term debt (96,271 ) (7,452 ) (5,182 )
Preferred stock dividend (961 ) (957 ) (961 )
Exercise of stock options 2,227 — —
Excess tax benefits from stock-based payment arrangements 793 — —

Net cash from financing activities (19,212 ) (8,409 ) (6,143 )

Effect of exchange rate changes on cash and cash equivalents 128 273 171

Net increase in cash and cash equivalents 34,286 651 1,537
Cash and cash equivalents — beginning of year 3,106 2,455 918

Cash and cash equivalents — end of year $ 37,392 $ 3,106 $ 2,455

The accompanying notes to consolidated financial statements are an integral part of these statements.
20
Supplemental Disclosures of
Consolidated Cash Flows Information

Year Ended December 31,
(Dollars in thousands) 2005 2004 2003

Supplemental disclosures of cash flows information
Cash paid (received) during the year for—
Interest $ 8,365 $ 8,910 $ 9,740
Income taxes $ 16,860 $ 6,331 $ (12,653 )
Consolidated Statements of Stockholders’ Equity

Accumulated
Add’l Other- Other
Preferred Common Treasury Paid-in Retained Deferred Comprehensive
(Dollars in thousands) Stock Stock Stock Capital Earnings Compensation Income Total

Balance at January 1, 2003 — as previously reported $ 11,239 $ 158 $ (230 ) $ 35,017 $ 85,490 $ (195 ) $ (555 ) $ 130,924

Cumulative effect on prior years of applying FAS123R retrospectively 6,335 (6,343 ) (8 )
Balance at January 1, 2003 — as adjusted $ 11,239 $ 158 $ (230 ) $ 41,352 $ 79,147 $ (195 ) $ (555 ) $ 130,916

Comprehensive Loss:
Net loss (20,064 ) (20,064 )
Foreign currency translation 1,691 1,691
Pension liability adjustment (94 ) (94 )

Total comprehensive loss (18,467 )
Preferred Dividends (961 ) (961 )
Other 1 (15 ) 2,015 165 2,166

Balance at December 31, 2003 $ 11,239 $ 159 $ (245 ) $ 43,367 $ 58,122 $ (30 ) $ 1,042 $ 113,654

Comprehensive Income:
Net income 15,417 15,417
Foreign currency translation 1,009 1,009
Pension liability adjustment (435 ) (435 )

Total comprehensive income 15,991
Preferred Dividends (957 ) (957 )
Exercise of stock options and other 1,685 28 1,713

Balance at December 31, 2004 $ 11,239 $ 159 $ (245 ) $ 45,052 $ 72,582 $ (2 ) $ 1,616 $ 130,401

Comprehensive Income:
Net income 38,909 38,909
Foreign currency translation 1,151 1,151
Pension liability adjustment (397 ) (397 )

Total comprehensive income 39,663
Preferred Dividends (961 ) (961 )
Long-term incentive plan 2,143 2,143
Exercise of stock options and other 7 (9,471 ) 13,721 2 4,259

Balance at December 31, 2005 $ 11,239 $ 166 $ (9,716 ) $ 60,916 $ 110,530 $ — $ 2,370 $ 175,505

The accompanying notes to consolidated financial statements are an integral part of these statements.
21
A. M. Castle & Co.
Notes to Consolidated Financial Statements
December 31, 2005
(1) Principal accounting policies ~~and business description~~
Nature of ~~operations~~Operations—~~A. M.~~A.M. Castle & Co. and subsidiaries (the “Company”) ~~is an industrial distributor of~~distribute specialty metals ~~including carbon, alloy,~~ and ~~stainless steels; nickel alloys; aluminum; and copper and brass throughout the United States, Canada and Mexico. Its customer base includes many Fortune 500 companies~~plastics to customers in North America. The Company provides a broad range of product inventories as well as ~~thousands~~value-added processing services to a wide array of ~~medium and smaller sized firms in various industries primarily~~customers, principally within the producer durable equipment ~~sector. The Company also distributes industrial plastics through its subsidiary, Total Plastics, Inc.~~
sector of the economy.
Basis of presentation—The consolidated financial statements include the accounts of A. M. Castle & Co. and its subsidiaries over which the Company exhibits a controlling interest. The equity method of accounting is used for ~~entities in which~~ the ~~Company has a significant influence. Generally this represents common stock ownership or partnership equity of at least 20% and not more than~~Company’s remaining 50%. owned joint venture. All inter-company accounts and transactions have been eliminated.
Use of estimates—The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America which necessarily include amounts based on estimates and assumptions by management. Actual results could differ from those amounts.
Revenue Recognition—Revenue from product sales is largely recognized upon shipment whereupon title passes and the Company has no further obligations to the customer. The Company has entered into consignment inventory agreements with a few select customers whereby revenue is not recorded until the customer has consumed product from the consigned inventory and title has passed. Revenue derived from consigned inventories at customer locations for 2005 was $11.9 million (or 1.2% of sales) compared to $9.5 million (or 1.2% of 2004 sales). Inventory on consignment at customers as of December 31, 2005 was $1.5 million, or 1.2% of consolidated net inventory as reported on the Company’s consolidated balance sheets. Provisions for discounts and rebates to customers, and returns and other adjustments are ~~provided for~~recorded in the same period the related sales are recorded. Shipping and handling expenses ~~are~~of $29.1 million, $24.4 million and $20.6 million for 2005, 2004 and 2003, respectively, were recorded as operating expense in the period incurred. ~~These amounts were $24.4 million, $20.6 million~~
Cost of Material Sold—Cost of material sold consists of the costs we pay for metals, plastics and ~~$21.1 million~~related inbound freight charges. The Company accounts for ~~2004, 2003~~inventory on a LIFO (last-in, first-out) basis. LIFO adjustments are calculated as of December 31 of each year. Interim estimates of the year-end charge or credit are determined based on inflationary or deflationary purchase cost trends and ~~2002 respectively.~~
estimated year-end inventory levels. Interim LIFO estimates may require significant year-end adjustments. See Note 14 to the consolidated financial statements for further details of such adjustments.
Expenses—Expenses primarily consist of (1) plant and delivery expenses, which include occupancy costs, compensation and employee benefits for warehouse personnel, processing, shipping and handling costs; (2) selling expenses, which include compensation and employee benefits for sales personnel, and general and administrative expenses, which include compensation for executive officers and general management, expenses for professional services primarily attributable to accounting and legal advisory services, data communication and computer hardware and maintenance; and (3) depreciation and amortization expenses include depreciation for all owned property and equipment and amortization of various long-lived assets.
Cash and cash equivalents—~~For the purposes of these statements, short-term~~Short-term investments that have an original maturity, at time of purchase, of 90 days or less are considered cash equivalents.
22
Inventories—~~Ninety-two~~Over ninety percent of the Company’s inventories are stated at the lower of last-in, first-out (LIFO) cost or market. The Company values its LIFO increments using the costs of its latest purchases during the years reported.
In 2005 and 2003 certain inventory quantity reductions caused a liquidation of LIFO inventory values. The liquidations increased pre-tax income by $2.8 million in 2005 and reduced pre-tax loss by $1.5 million in 2003.
Property, plant and equipment—Property, plant and equipment are stated at cost and include assets held under capitalized leases. Major renewals and betterments are capitalized, while maintenance and repairs that do not substantially improve or extend the useful lives of the respective assets are expensed currently. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reflected in income.
     The Company provides for depreciation of plant and equipment by charging against income amounts sufficient to amortize the cost of properties over their estimated useful lives ~~(buildings-12~~(buildings and building improvements-12 to 40 years; machinery and ~~equipment-5~~equipment — 5 to 20 years). For assets classified as machinery and equipment, lives used for calculating depreciation expense are from 10 to 20 years for manufacturing equipment, 10 years for furniture and fixtures, and 5 years for vehicles and office equipment. Leasehold improvements are depreciated over the shorter of their useful life or the remaining term of the lease. Depreciation is provided using the straight-line method for financial reporting purposes and accelerated methods for tax purposes.
~~Income taxes~~—Income tax provisions are based on income reported for financial statement purposes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for income tax purposes. The Company records valuation allowances against its deferred taxes when it is more likely than not that the amounts will not be realized.
~~Retirement plan costs~~~~—The Company accrues and funds its retirement plans based on amounts, as determined by an independent actuary, necessary to maintain the plans on an actuarially sound basis. The~~
22
Company also provides certain health care and life insurance benefits for retired employees. The cost of these benefits is recognized in the financial statements during the employee’s active working career.
~~Foreign Currency Translation~~—For all non-U.S. operations, the functional currency is the local currency. Assets and liabilities of those operations are translated into U.S. dollars using year-end exchange rates, income and expenses are translated using the average exchange rates for the reporting period. Translation adjustments are deferred in accumulated other comprehensive income (loss), a separate component of stockholder’s equity. Gains or losses resulting from foreign currency transactions were not material in 2004, 2003, or 2002.
Long-Lived Assets ~~and Long-Lived Assets to Be Disposed Of~~—The Company’s long-lived assets and ~~certain~~ identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows (undiscounted and without interest charges) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Income taxes—The Company accounts for income taxes using the asset and liability method. Deferred income taxes reflect the net tax effect, using enacted tax rates of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The Company records valuation allowances against its deferred tax assets when it is more likely than not that the amounts will not be realized. Income tax expense includes provisions for amounts that are currently payable, plus changes in deferred tax assets and liabilities.
Foreign currency translation—For all non-U.S. operations, the functional currency is the local currency. Assets and liabilities of those operations are translated into U.S. dollars using year-end exchange rates, and income and expenses are translated using the average exchange rates for the reporting period. Translation adjustments are deferred in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Gains or losses resulting from foreign currency transactions were not material in 2005, 2004 or 2003.
Statement of Cash Flows —The Company had non-cash financing activities for the years ended December 31, 2005 and 2004, which included the receipt of shares of the Company’s common stock tendered in lieu of cash by employees exercising stock options. The tendered shares had value of $9.4 million in 2005 (509,218 shares), and $0.1 million in 2004 (5,657 shares), and were recorded as treasury stock.
Earnings per share —Earnings per common share are computed by dividing net income (loss) by the weighted average number of shares of common stock (basic) plus common stock equivalents (diluted) outstanding during the year. Common stock equivalents consist of stock options, restricted stock awards and preferred stock shares and have been included in the calculation of weighted average shares outstanding using the treasury stock method. In accordance with Statement of Financial
23
Accounting Standards (“~~SFAS”~~FAS”) No. 128 “Earnings per share”, the following table is a reconciliation of the basic and fully diluted earnings per share calculations for the periods reported.(dollars and shares in thousands)

2004 2003 2002

Net income (loss) from continuing operations $ 16,877 $ (17,877 ) $ (9,273 )
Net income (loss) from discontinued operations — (172 ) (778 )

Net income (loss) 16,877 (18,049 ) (10,051 )
Preferred dividends (957 ) (961 ) (103 )

Net income (loss) applicable to common stock $ 15,920 $ (19,010 ) $ (10,154 )

Weighted average common shares outstanding 15,795 15,780 14,916
Dilutive effect of outstanding employee and directors’ common stock options and preferred stock 930 — —

Diluted common shares outstanding 16,725 15,780 14,916

Basic earnings (loss) per share
Net earnings (loss) from continuing operations $ 1.01 * $ (1.19) * $ (0.63) *
Net earnings (loss) from discontinued operations — (0.01 ) (0.05 )

Net income (loss) per share $ 1.01 $ (1.20 ) $ (0.68 )

Diluted earnings (loss) per share
Net earnings (loss) from continuing operations $ 1.01 * $ (1.19) * $ (0.63) *
Net earnings (loss) from discontinued operations — (0.01 ) (0.05 )

Net income (loss) per share $ 1.01 $ (1.20 ) $ (0.68 )

Outstanding employee and directors’ common stock options and restricted and preferred stock shares having no dilutive effect 3,674 3,877 3,722

2005 2004 2003

Income (loss) from continuing operations $ 38,909 $ 15,417 $ (19,892 )
Loss from discontinued operations — — (172 )

Net income (loss) 38,909 15,417 (20,064 )
Preferred dividends (961 ) (957 ) (961 )

Net income (loss) applicable to common stock $ 37,948 $ 14,460 $ (21,025 )

Weighted average common shares outstanding 16,033 15,795 15,780
Dilutive effect of outstanding employee and directors’ common stock options and restricted stock 583 1,253 1,263
Dilutive effect of preferred stock 1,794 1,794 1,794

Diluted common shares outstanding 18,420 18,842 18,837

Basic earnings (loss) per share:
Continuing operations $ 2.37 * $ 0.92 * $ (1.32) *
Discontinued operations — — (0.01 )

Net income (loss) per share $ 2.37 $ 0.92 $ (1.33 )

Diluted earnings (loss) per share:
Continuing operations $ 2.11 $ 0.82 $ (1.32 )
Discontinued operations — — (0.01 )

Net income (loss) per share $ 2.11 $ 0.82 $ (1.33 )

Outstanding employees’ and directors’ common stock options and restricted and preferred stock shares having no dilutive effect 53 956 1,576

*Income (loss) includes net income (loss) from continuing operations and preferred dividend
23
* Income (loss) from continuing operations less preferred dividend
Goodwill—~~In July 2001 the Financial Accounting Standards Board (FASB) issued SFAS No. 142 “Goodwill and Other Intangible Assets”. The Company adopted this accounting standard effective January 1, 2002.~~ The Company performs an annual impairment test on Goodwill and other intangible assets during the first quarter of each fiscal year. NoThere was no impairment ~~was recorded during 2004.~~
of goodwill for the years ended December 31, 2005, 2004 and 2003.
     The changes in carrying amounts of goodwill were as follows:

Metals Plastics
Metals Segment Plastics Segment Total Segment Segment Total

Balance as of December 31, 2002 $ 18,974 $ 12,973 $ 31,947
Sold (414 ) — (414 )
Currency Valuation 110 — 110

Balance as of December 31, 2003 18,670 12,973 31,643 $ 18,670 $ 12,973 $ 31,643
Purchased 510 — 510 510 — 510
Currency Valuation 48 — 48 48 — 48

Balance as of December 31, 2004 $ 19,228 $ 12,973 $ 32,201 19,228 $ 12,973 32,201

Purchased — — —
Currency Valuation 21 — 21

Balance as of December 31, 2005 $ 19,249 $ 12,973 $ 32,222

Concentrations—The Company serves a wide range of industrial companies within the producer durable equipment sector of the economy from locations throughout the United States and Canada. Its customer base includes many Fortune 500 companies as well as thousands of medium and smaller sized ~~firms’~~ firms
24

spread across the entire spectrum of metals using industries. The Company’s customer base is well diversified with no single customer accounting for more than 3%. of total net sales. Approximately ~~93%~~90% of the Company’s business is conducted in the United States with the remainder of the sales being made in Canada and Mexico.

Reclassifications

Certain amounts in the prior years’ consolidated financial statements have been reclassified to conform to the 2005 presentation. Income tax expense (benefit) [$2,046 in 2004 and ($1,305) in 2003] previously netted against Equity in Earnings of Joint Ventures and Impairment to Joint Venture Investment and Advances in the consolidated statements of operations have been reclassified to include such amounts within the income tax provision. The Company’s liability for its supplemental pension plan as of December 31, 2004 ($3,969) as presented in the consolidated balance sheets has been reclassified from Accrued Payroll and Employee Benefits to Pension and Postretirement Benefit Obligations. Additionally, minor grouping reclassifications have been made in the statements of cash flows which did not affect the total of cash flows from operating, investing or financing activity for 2004 or 2003. The reclassified amounts are not material to the presentation of the consolidated financial statements.

New Accounting ~~Standards —~~Standards—In December 2004 the Financial Accounting Standards Board (FASB) issued a revised Statement of Financial Accounting Standards ~~(SFAS)~~(FAS) No. ~~123, “Share Based~~123R, “Share-Based Payment”. ~~The revised SFAS No. 123~~FAS 123R requires that the fair value of stock options be recorded in the results of operations beginning no later than ~~July~~January 1, ~~2005. The effect of adopting the new rule on reported diluted earnings per share is dependent on the number of options granted in the future; the terms of those awards and their fair values.~~2006. The Company ~~expects to adopt the revised rules on July~~adopted FAS 123R effective October 1, 2005, ~~but has not determined whether it would adopt prospectively, or retrospectively to January 1, 2005.~~
~~In May 2003,~~using the ~~FASB issued SFAS No. 150 – “Accounting for Certain Financial Instruments with Characteristics~~modified retrospective method of ~~both Liabilities and Equity”. This Statement provides guidance as~~adoption. See Note 10 to the ~~appropriate classification~~consolidated financial statements for a discussion of ~~certain financial statement instruments that have characteristics of both liabilities and equity. This Statement was effective at~~ the ~~beginning of the first interim period after June 15, 2003. Adoption of this Statement has not had an~~ impact on the ~~Company’s financial position or results of operations.~~
In March 2003, the FASB issued Interpretation No. 46. This Interpretation of Accounting Research Bulletin No. 5, “Consolidated Financial Statements”, addresses consolidation by business enterprises of variable interest entities. This Interpretation applies to variable interest entities created after January 1, 2002, and to variable interest entities in which an enterprise obtains an interest after that date. The Company has no investments in or known contractual arrangements with variable interest entities and therefore, this Interpretation has no impact on the Company’sconsolidated financial statements ~~and related disclosures.~~
24
of adoption of this new standard.

(2) Segment Reporting

The Company distributes and performs ~~first stage~~ processing on both metals and plastics. Although the distribution ~~process is~~processes are similar, different customer markets, supplier bases and types of products ~~are offered~~exist. Additionally, our Chief Executive Officer reviews and ~~different customers are served by each of~~manages these two businesses separately. As such, these businesses ~~and, therefore, they~~ are considered segments according to ~~SFAS~~Statement on Financial Accounting Standards (SFAS) No. 131 “Disclosures about Segments of an Enterprise and Related Information”.
and are reported accordingly.

In its metals segment, Castle’s market strategy focuses on highly engineered grades and alloys of metals as well as specialized processing services geared to meet very tight specifications. Core products include carbon, alloy and stainless steels; nickel alloys; and aluminum. Inventories of these products assume many forms such as round, hexagon, square and flat bars; plates; tubing; and sheet and coil. Depending on the size of the facility and the nature of the markets it serves, service centers are equipped as needed with bar saws, plate saws, oxygen and plasma arc flame cutting machinery, water-jet cutting, stress relieving and annealing furnaces, surface grinding equipment and sheet shearing equipment. This segment also performs various specialized fabrications for its customers through pre-qualified subcontractors.

In the plastics segment stocks and distributes a wide variety of plastics in forms that include plate, rod, tube, clear sheet, tape, gaskets and fittings. Processing activities within this segment include cut to length, cut to shape, bending and forming according to customer specifications.

The accounting policies of all segments are as described in the summary of significant accounting policies. Management evaluates performance of its business segments based on operating income.

The Company ~~does not maintain separate financial statements prepared~~operates locations in ~~accordance with generally accepted accounting principles~~the United States, Canada and Mexico. No activity from any individual country, outside the United States, is material; therefore foreign activity is reported on an aggregate basis. Net sales are attributed to countries based on the location of the Company’s subsidiary that is selling direct to the customer. Company-wide geographic data for ~~each of its operating segments.~~the years ended December 31, 2005, 2004 and 2003, are as follows:

(Dollars in thousands) 2005 2004 2003

Net sales
United States $ 871,725 $ 689,859 $ 503,097
All other countries 87,253 71,138 39,934

Total $ 958,978 $ 760,997 $ 543,031

Long-lived assets
United States $ 59,546 $ 59,573 $ 63,266
All other countries 4,876 5,425 5,895

Total $ 64,422 $ 64,998 $ 69,161

The following is the segment information for the years ended December 31, 2005, 2004 ~~2003~~ and ~~2002:~~2003:


																Gross		Other		Operating
	Net		Gross		Other			Operating			Total			Net		Material		Operating		Income			Total		Capital
														Sales		Margin		Expense		(Loss)			Assets		Expenditures		Depreciation

2005
Metals segment														$	851,246	$	247,331	$	172,007	$	75,324		$	362,822	$	7,124	$	8,302
Plastics segment															107,732		34,461		28,906		5,555			49,775		1,561		1,038
Other															—		—		9,702		(9,702	)		11,138		—		—

Consolidated														$	958,978	$	281,792	$	210,615	$	71,177		$	423,735	$	8,685	$	9,340
	Sales		Mat’l Margin		Oper Exp			Income (Loss)			Assets

2004
Metals segment	$	671,161	$	188,422	$	(155,370	)	$	33,052		$	338,558		$	671,161	$	188,422	$	155,370	$	33,052		$	330,095	$	4,114	$	7,782
Plastics segment		89,836		29,149		(23,603	)		5,546			44,289			89,836		29,149		23,603		5,546			44,289		1,204		969
Other		—		—		(4,993	)		(4,993	)		169			—		—		7,149		(7,149	)		8,632		—		—

Consolidated	$	760,997	$	217,571	$	(183,966	)	$	33,605		$	383,016		$	760,997	$	217,571	$	186,122	$	31,449		$	383,016	$	5,318	$	8,751


2003
Metals segment	$	475,302	$	133,512	$	(147,548	)	$	(14,036	)	$	306,892		$	475,302	$	133,512	$	147,548	$	(14,036	)	$	301,400	$	4,170	$	7,789
Plastics segment		67,729		23,436		(20,587	)		2,849			31,388			67,729		23,436		20,587		2,849			31,388		975		1,050
Other		—		—		(2,554	)		(2,554	)		660			—		—		4,569		(4,569	)		6,152		—		—

Consolidated	$	543,031	$	156,948	$	(170,689	)	$	(13,741	)	$	338,940		$	543,031	$	156,948	$	172,704	$	(15,756	)	$	338,940	$	5,145	$	8,839


2002
Metals segment	$	477,695	$	138,955	$	(142,847	)	$	(3,892	)	$	312,223
Plastics segment		60,448		21,191		(18,823	)		2,368			30,475	��
Other		—		—		(2,847	)		(2,847	)		9,897

Consolidated	$	538,143	$	160,146	$	(164,517	)	$	(4,371	)	$	352,595

“Other” –— Operating loss includes the costs of executive, legal and ~~legal~~finance departments, which are shared by both the metals and plastics segments. The ~~segments~~“Other” segment’s total assets consist ~~solely~~ of the Company’s income tax receivable ~~(the Company files a consolidated income tax return).~~
and its investment in joint ventures.

(3) Lease Agreements

The Company has operating leases covering certain warehouse facilities, equipment, automobiles and trucks, with lapse of time as the basis for all rental payments plus a mileage factor included in the truck rentals.

Future minimum rental payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, ~~2004,~~2005, are as follows(in thousands):

Year ending December 31,

2005 $ 12,305
2006 11,803
2007 10,038
2008 8,969
2009 6,993
Later years 13,763

Total minimum payments required 63,871

2526

Year ending December 31, Capital Operating

2006 $ 534 $ 11,258
2007 534 10,554
2008 379 9,537
2009 101 7,346
2010 — 6,932
Later years — 10,638

Total minimum payments required $ 1,548 $ 56,265

Total rental payments charged to expense were $10.4 million in 2005, $12.8 million in 2004 and $15.6 million in ~~2003 and $16.8 million in 2002.~~
2003.

In July 2003, the Company sold its Los Angeles land and building for $10.5 million. Under the agreement, the Company has a ten-year lease for 59% of the property and a short-term lease that expired in May 2004 for 41% of the space which is ~~not~~no longer available for use. In October 2003, the Company also sold its Kansas City land and building for $3.4 million and is leasing back approximately 68% of the property from the purchaser for ten years. These transactions are being accounted for as operating leases. The two transactions generated a total net gain of $8.5 million, which has been deferred and is being amortized to income ratably over the term of the leases. At December 31, 2005 and 2004, the remaining deferred gain of $6.5 million ~~was~~and $7.4 million, respectively, is shown as “Deferred gain on sale of assets” with ~~an additional~~the current portion $0.9 million and $0.9 million, respectively, included in “Accrued liabilities” in the Consolidated Balance Sheets. The ~~lease requires~~leases require the Company to pay customary operating and repair expenses and ~~contains~~contain renewal options. ~~For the year ended December 31, 2004, the~~The total rental expense for these leases for 2005 and 2004 was ~~$0.4~~$1.3 million.
During 2002 the Company sold and leased back equipment under operating lease with a term of six years. The assets sold at approximately net book value for proceeds of $2.0 million. The lease allows for a purchase option of $0.6 million in 2007. Annual rent is $0.3 million for assets sold in 2002. This lease is recorded as operating leases in accordance with the criteria set forth in SFAS No. 13 “Accounting For Leases”.

(4) Retirement, Profit Sharing and Incentive Plans

Substantially all employees who meet certain requirements of age, length of service and hours worked per year are covered by Company-sponsored retirement plans. These retirement plans are defined benefit, noncontributory plans. Benefits paid to retirees are based upon age at retirement, years of credited service and average earnings.

During 2005, the Company’s projected benefit obligation increased primarily due to actuarial losses resulting from the following changes in the actuarial assumptions: (a) use of an updated actuarial mortality table; (b) a change in the discount rate; and (c) a change in the expected average retirement age.

During 2005, the Company contributed $1.0 million to the Hourly Employees Pension Plan, and $0.4 million to the supplemental pension plan. Contributions of $0.3 million were made in 2004 and 2003.

The assets of the Company-sponsored plans are maintained in a single trust account. The majority of the trust assets are invested in common stock mutual funds, insurance contracts, real estate funds and corporate bonds. The Company’s funding policy is to satisfy the minimum funding requirements of ERISA.

Components of net pension benefit cost for 2005, 2004 and 2003 ~~and 2002~~are as follows (in thousands):



	2004			2003			2002			2005			2004			2003

Service cost	$	2,377		$	2,040		$	1,889		$	2,744		$	2,377		$	2,040
Interest cost		5,792			5,813			5,689			6,193			5,792			5,813
Expected return on assets		(9,587	)		(9,769	)		(10,351	)		(9,577	)		(9,587	)		(9,769	)
Amortization of prior service cost		68			67			67			63			68			67
Amortization of actuarial loss (gain)		1,465			204			—			2,459			1,465			204

Net periodic cost (benefit)	$	115		$	(1,645	)	$	(2,706	)	$	1,882		$	115		$	(1,645	)

2627

Status of the plans at December 31, 2005 and 2004 ~~2003 and 2002 was~~are as follows(in thousands):


										2005			2004
	2004			2003			2002

Change in projected benefit obligation
Change in projected benefit obligation:
Benefit obligation at beginning of year	$	99,008		$	86,488		$	78,811		$	110,327		$	99,008
Service cost		2,377			2,040			1,889			2,744			2,377
Interest cost		5,792			5,813			5,689			6,193			5,792
Benefit payments		(5,110	)		(4,911	)		(4,660	)		(5,330	)		(5,110	)
Actuarial loss		8,260			9,578			4,760			16,317			8,260
Plan amendments		—			—			(1	)

Projected benefit obligation at end of year	$	110,327		$	99,008		$	86,488		$	130,251		$	110,327


Change in plan assets:
Fair value of assets at beginning of year	$	92,182		$	77,225		$	84,470		$	103,831		$	92,182
Actual return (loss) on assets		16,418			19,526			(16,269	)		18,636			16,418
Employer contributions		341			341			13,684			1,372			341
Benefit payments		(5,110	)		(4,910	)		(4,660	)		(5,330	)		(5,110	)

Fair value of plan assets at year-end	$	103,831		$	92,182		$	77,225		$	118,509		$	103,831


Reconciliation of funded status:
Funded status	$	(6,496	)	$	(6,826	)	$	(9,263	)	$	(11,741	)	$	(6,496	)
Unrecognized prior service cost		596			664			731			533			596
Unrecognized actuarial loss		44,929			44,965			45,349			49,727			44,929

Net amount recognized	$	39,029		$	38,803		$	36,817		$	38,519		$	39,029

Amounts recognized in balance sheet consist of:
Prepaid benefit cost	$	42,262		$	42,075		$	40,122		$	41,946		$	42,262
Accrued benefit liability		(3,969	)		(3,773	)		(3,512	)		(5,292	)		(3,969	)
Intangible assets		—			—			—			—			—
Accumulated comprehensive income		736			501			207			1,865			736

Net amount recognized	$	39,029		$	38,803		$	36,817		$	38,519		$	39,029


Accumulated benefit obligations (all plans)	$	(97,084	)	$	(89,856	)	$	(79,146	)	$	(112,841	)	$	(97,084	)

Accumulated benefit obligations–Supplemental Pension Plan	$	(3,969	)	$	(3,772	)	$	(3,511	)
(included in total for all plans)*

*The Company’s Supplemental Pension Plan included in the disclosure table above is a non-qualified unfunded plan.

The Company’s Supplemental Pension Plan included in the disclosure table is a non-qualified unfunded plan. Accordingly, the accumulated benefit obligation for this plan of $5,293 in 2005 and $3,969 in 2004 is recorded as a minimum pension liability.

The assumptions used to measure the projected benefit obligations, future salary increases, and to compute the expected long-term return on assets for the Company’s defined benefit pension plans are as follows:



	2004			2003			2002			2005			2004

Discount rate		5.75	%		6.00	%		6.7	%		5.50	%		5.75	%
Projected annual salary increases		4.00			4.00			4.75			4.00			4.00
Expected long-term rate of return on plan assets		9.00			9.00			9.00			8.75			9.00
Measurement date		12/31/04			12/31/03			12/31/02			12/31/05			12/31/04

2728

The assumptions used to determine net periodic pension costs are as follows:



	2004			2003			2002			2005			2004			2003

Discount rate		6.00	%		6.75	%		7.50	%		5.75	%		6.00	%		6.75	%
Expected long-term rate of return on plan assets		9.00			9.00			10.00			9.00			9.00			9.00
Projected annual salary increases		4.00			4.75			4.75			4.00			4.00			4.75
Measurement date		12/31/03			12/31/02			12/31/01			12/31/04			12/31/03			12/31/02

(dollars in thousands) Estimated Future Benefit Payments

2006 $ 3,881
2007 3,925
2008 4,059
2009 4,239
2010 4,434
2011 — 2015 26,765

against objectives, of their respective operating units. Incentives are paid to corporate officers on the basis of total Company performance against objectives. Amounts accrued and charged to income under each plan isare included as part of accrued payroll and employee benefits at each respective year-end. The amounts charged to income are summarized below(in thousands):


							2005		2004		2003
	2004		2003		2002
Profit Sharing and 401(K)							$	4,077	$	788	$	414

Profit Sharing and 401-K	$	788	$	414	$	384

Management Incentive	$	3,722	$	691	$	544	$	4,261	$	3,722	$	691

(5) Joint Ventures

Effective January 1, 2004 the Company purchased the remaining joint venture partner’s interest in Castle de Mexico, S.A. de C.V. for $1.6 million. Castle de Mexico is a distribution company, which targets a wide range of businesses within the durable goods sector throughout Mexico. The results of this entity, now a wholly owned subsidiary, have been consolidated in the Company’s financial statements as of the effective date of the acquisition. ~~On January 1, 2004 the operating assets of Laser Precision were sold to an unrelated third-party.~~

On March 31, 2004 Total Plastics Inc. (TPI) purchased the remaining 40% interest in its Paramont Machine Company subsidiary for $0.4 million. Paramont ~~is a manufacturer~~performs precision machining of plastic parts ~~and components which sells to~~for a variety of ~~businesses basically in the Midwest.~~end use industries. Beginning on March 31, 2004 the results of the entity were reported as a wholly owned ~~subsidiary (the minority~~subsidiary.

On September 30, 2005, TPI, purchased the remaining 10% interest ~~was previously eliminated from reported results). The acquisition has been reported based on a preliminary allocation~~ of ~~the purchase price.~~
In July 2003 the Company sold its 50% interest in Energy Alloys, a joint venture which distributes tubular goods to the oil and gas field industries. The Company received $1.5 million in cash and a $2.9 million 6% 10-year promissory note.
29

~~On May 1, 2002 the Company purchased~~ its joint venture ~~partner’s remaining~~partner in its Advanced Fabricating Technology, LLC (“Aftech”) for $0.2 million. Aftech provides die-cut plastic parts and components which it sells to a variety of industries.

Since March 31, 2001, the Company has held a 50% joint venture interest in ~~Metal Express. Metal Express serves the small order needs~~Kreher Steel Co., a Midwest metals distributor of ~~tool~~bulk quantities of alloy, SBQ and die shops, universities and other research facilities as well as the maintenance, engineering and non-manufacturing needs of the Company’s traditional customer base. The results of this entity, now a wholly owned subsidiary, have been consolidated in the Company’s financial statements as of the date of the acquisition.
~~The Company has remaining interest in one non-controlled joint ventures, which is accounted for on the equity basis.~~ stainless bars.

The following information summarizes the participation in joint ventures (in millions):



For the Years Ended December 31,	2004		2003		2002		2005		2004		2003

Equity in earnings (loss) of joint ventures	$	5.2	$	0.1	$	0.4
Equity in earnings of joint ventures							$	4.3	$	5.2	$	0.1
Investment in joint ventures		8.5		5.5		7.3		10.8		8.5		5.5
Advances to joint ventures		—		1.7		5.5
Advances due from joint ventures								—		—		1.7
Sales to joint ventures		0.2		1.2		3.0		0.3		0.2		1.2
Purchases from joint ventures		0.6		0.7		0.9		0.2		0.6		0.7

(6) Income taxes

Significant components of the Company’s ~~federal and state~~ deferred tax liabilities and assets ~~(foreign income is insignificant)~~ as of December 31, ~~2004, 2003~~2005 and ~~2002~~2004 are as follows(in thousands):



	2004		2003		2002		2005		2004

Deferred tax liabilities:
Depreciation	$	10,141	$	11,086	$	12,038	$	9,151	$	10,141
Inventory, net		9,743		7,009		8,261
Inventory								4,952		9,743
Pension		15,472		15,288		12,222		14,366		15,472
Other, net		220		197		—		636		—

Total deferred liabilities		35,576		33,580		32,521		29,105		35,356

Deferred tax assets:
Post-retirement benefits		1,197		1,127		1,054
NOL carryforward		3,018		7,769		4,522
Postretirement benefits								1,288		1,197
Net operating loss (NOL) carryforward								—		3,018
Deferred gain		3,758		3,501		—		3,469		3,758
Impairment and special charges		1,231		2,866		—		1,227		1,231

Other, net		—		—		1,493		—		262

Total deferred tax assets		9,204		15,263		7,069		5,984		9,466

Net deferred tax liabilities	$	26,372	$	18,317	$	25,452	$	23,121	$	25,890

2005 2004 2003

Federal — current $ 23,652 $ 961 $ (3,556 )
— deferred (4,639 ) 5,975 (6,239 )
State — current 242 1,002 (790 )
— deferred 2,144 797 199
Foreign — current 1,343 2,259 320
— deferred 449 300 20

$ 23,191 $ 11,294 $ (10,046 )

2002

Net sales $ 4.5
Pre-tax loss (0.1 )
Net loss —

operation; the liquidation or sale of the Company’s 50% interest in Laser Precision, a joint venture which produces laser cut parts; the sale of the operating assets of Keystone Honing Company, a subsidiary which processes and sells honed tubes; the disposal of selected pieces of equipment which interfere with more efficient use of the Company’s distribution facilities, and the sale of the Company’s 50% interest in Energy Alloys, a joint venture which distributes tubular goods to the oil and gas field industries.

The combined impairment and special charges recorded during 2003 included $1.6 million of inventories to be sold or liquidated in connection with the disposition of certain businesses; the impairment of long-lived assets of $4.5 million based on their anticipated sale price or appraisal value; the accrual of $1.1 million of contract termination costs under operating leases associated with the sale of the businesses’ non-inventory assets, a $3.5 million impairment on the investment in the two joint ventures, and $0.8 million of other restructuring related costs.
31

The following table summarizes the restructure reserve activity (in millions):


	12/31/2003		2004			12/31/2004
	Balance		Charges			Balance

Lease and other contract transition costs	$	0.3	$	(0.3	)	$	—
Environmental clean-up costs		0.8		(0.8	)		—
Legal fees on asset sales/divestiture		0.1		(0.1	)		—

Total	$	1.2	$	(1.2	)		—

There was no further activity on these reserves beyond 2004.

KSI, LLC
Although the Company made significant investments in this business the operation never operated profitably due to the lack of sufficient volume. New business was aggressively sought, but due to the highly depressed activity in the markets it served, the necessary volume could not be achieved.

In the second quarter of 2003, the decision was made to cease operations and begin the liquidation. As a result of this decision an impairment of $3.1 million was recorded on long-lived assets in 2003; $0.6 million was accrued for contract termination costs under operating leases; $0.4 million was accrued for environmental shutdown and clean up costs of the existing building; $0.8 million of special charges were incurred to reduce inventory to anticipated liquidation value and $0.4 million was incurred for early termination of funded debt which was secured by the entity’s assets.

As of December 31, 2004 all operating assets and inventory on-site have been liquidated. Environmental remediation efforts are ~~nearly~~ complete and total expenses paid to date were ~~$2.6~~$3.2 million. All remediation and clean-up costs are covered under existing insurance policies net of a $0.3 million deductible. In 2004, $1.8 million of insurance proceeds were received and ~~the Company has recorded a $0.5~~in 2005 $0.8 million ~~receivable representing additional~~of insurance proceeds ~~expected.~~were received. The Company has reached a tentative agreement for the sale of the building once state regulatory approval is attained on the environmental clean-up. The Company anticipates the sale to occur in ~~2005.~~
2007.

Keystone Honing Company
~~During the second quarter of 2003 the Company entered into negotiations to sell selected assets of this~~

This wholly owned ~~subsidiary. The sale~~subsidiary was ~~completed~~sold on July 31, 2003. As a result of the sale, an impairment charge of $0.8 million was recorded on long-lived assets and goodwill and a special charge of $0.8 million was recorded to reduce inventory to its net realizable value.

Energy Alloys, a Joint Venture

Under the Company’s joint venture agreement, Energy Alloys LP, the Company had the right under the buy-sell agreement to either purchase or sell ~~its~~its’ interest for a specific dollar value. The Company exercised this provision on January 28, 2003. The two parties entered into negotiations, which resulted in an agreement under which the joint venture partner would purchase the Company’s interest for $4.4 million. On July 23, 2003 the Company received $1.5 million in cash and a $2.9 million promissory note for its interest in the joint venture. An impairment charge of $0.2 million was recorded in 2003 based on the loss on the sale primarily due to professional service fees associated with this transaction. In 2005, the Company recorded interest earned of $0.1 million for this note. In July 2005, the note was repaid.

Laser Precision, a Joint Venture
Continued depression in the manufacturing environment and failure to achieve breakeven points or positive cash flows during the first six months of 2003 led to the decision to liquidate or sell this joint venture.

On December 31, 2003 the Company received a commitment letter for the sale of the joint venture. An impairment of $3.3 million was recognized based upon the Company’s expected sales price. On January 1, 2004 the operating assets of Laser Precision were sold to an unrelated third-party.

Long-Lived Asset Impairment and Lease Termination Costs

Selected long-lived assets and non-cancelable leases were either impaired or accruals were made for contract termination costs totaling $1.1 million. In 2003, the decision was made to dispose of the owned assets and cease use of the leased assets in order to facilitate plant consolidations and to maximize plant utilization.

(8) Revolving Line of Credit and Former Accounts Receivable Securitization

Revolver

On July, 29, 2005 the Company replaced the Accounts Receivable Securitization facility with a $82.0 million five year secured revolving credit agreement (the “Revolver”) with a syndicate of U.S. banks.

The Revolver consists of (i) a $75.0 million revolving loan ( the ” U.S. Facility” ) and (ii) a $7.0 million revolving loan ( the “Canadian Facility”) to be drawn by the borrower from time to time. The Canadian Facility can be drawn in U.S. dollars and/or Canadian dollars. Available proceeds under the Revolver may be used for general corporate purposes.

The U.S. Facility is guaranteed by the material domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries. The obligations of the Company rank pari passu in right of payment with the Company’s long-term notes. The U.S. Facility provides for a swing line subfacility in an aggregate amount up to $5.0 million and for a letter of credit subfacility providing for the issuance of letters of credit up to $10.0 million. Depending on the type of borrowing selected by the Company, the applicable interest rate for loans under the U.S. Facility is calculated as a per annum rate equal to (i) LIBOR plus a variable margin or (ii) the greater of the U.S. prime rate or the federal funds effective rate plus 0.5%. The margin on LIBOR loans may fall or rise as set forth on a grid depending on the Company’s debt-to-capital ratio as calculated on a quarterly basis. As of December 31, 2005 the Company had no outstanding borrowings under the U.S. Facility.

The Canadian Facility is guaranteed by the Company and is secured by substantially all of the assets of the Canadian subsidiary. The Canadian Facility provides for a letter of credit subfacility providing for the issuance of letters of credit in an aggregate amount of up to Cdn. $2.0 million. Depending on the type of borrowing selected by the Canadian subsidiary, the applicable interest rate for loans under the Canadian Facility is calculated as a per annum rate equal to (i) for loans drawn in U.S. dollars, the rate is the same as the U.S. Facility and (ii) for loans drawn in Canadian dollars, the applicable CDOR rate for banker’s acceptances of the applicable face value and tenor or the greater of (a) the Canadian prime rate or (b) the one-month CDOR rate plus 0.5%. As of December 31, 2005 there were no outstanding borrowings under the Canadian Facility.

The Revolver is an asset-based loan with a borrowing base that fluctuates primarily with the Company’s and Canadian subsidiary’s receivable and inventory levels. The covenants contained in the Revolver, including financial covenants, match those set forth in the Company’s long-term note agreements. These covenants limit certain matters, including the incurrence of liens, the sale of assets, and mergers and consolidations, and include a maximum debt-to-working capital ratio, a maximum debt-to-total capital ratio and a minimum net worth provision. The Company was in compliance with all debt covenants at December 31, 2005. The Revolver, similar to the Company’s other senior indebtedness, includes a provision to release liens on the assets of the Company and all of its subsidiaries should the Company achieve an investment grade credit rating.

The Company used proceeds available under the U.S. Facility to repay in full and terminate its accounts receivable securitization facility. In connection with the Canadian Facility, the Canadian subsidiary repaid in full and terminated its former revolving credit agreement with a Canadian bank. With the termination of the Accounts Receivable Securitization facility, financial statement filings by the

3234

~~(9)~~

Company for periods after July 2005 contain all trade receivables of the Company and its subsidiaries, and borrowings under the Revolver will be classified as debt.

Former Accounts Receivable Securitization
In

From December 2002 through July 29, 2005, the Company ~~replaced an Accounts Receivable Securitization facility scheduled to expire in March 2003 with a $60 million, three-year facility. The Company is utilizing~~utilized a special purpose, fully consolidated, bankruptcy remote company (Castle SPFD, LLC) for the sole purpose of buying receivables from the parent Company and selected subsidiaries, and selling an undivided interest in a base of receivables to a finance company. Castle SPFD, LLC ~~retains~~retained an undivided interest in the pool of accounts receivable, and bad debt losses ~~are~~were allocated first to this retained interest. The facility, which expires in December 2005, requires early amortization if the special purpose company does not maintain a required minimum equity balance or if certain ratios related to the collectibility of the receivables are not maintained. Funding under the facility iswas limited to the lesser of a calculated funding base or $60 million. ~~As of December 31, 2004, $16.5 million of accounts receivable were~~The amount sold to the finance company ~~and an additional $27.2 million could have been sold under the agreement. The amount sold to the financing company~~ at December 31, 2004 and 2003 were $16.5 million and ~~2002 was~~ $13.0 million, ~~and $25.9 million,~~ respectively.

The sale of accounts receivable iswas reflected as a reduction of “accounts receivable, net” in the Consolidated Balance Sheets and the proceeds received are included in “net cash provided from operating activities” in the Consolidated Statements of Cash ~~Flows.~~Flows as part of the overall change in accounts receivable. Sales proceeds from the receivables ~~are~~were less than the face amount of the accounts receivable sold by an amount equal to a discount on sales as determined by the financing company. These costs ~~are~~were charged to “discount on sale of accounts receivable” in the Consolidated Statements of Operations. The discount rate ~~as of~~at December 31, 2004 ranged from 5.16% to 5.25%.
~~(10)~~

(9) Long-Term Debt

Long-term debt consisted of the following at December 31, ~~2004, 2003~~2005 and ~~2002~~2004(in thousands):



	2004			2003			2002			2005			2004

Revolving credit agreement (a)	$	7,086		$	6,557		$	3,434		$	—		$	7,086

8.49% (6.49% prior to November 2002) insurance company term loan, due in equal installments from 2004 through 2008		16,000			20,000			20,000
Industrial development revenue bonds at a 6.22% weighted average rate, due in 2009		3,600			4,891			11,558
9.54% (7.54% prior to November 2002) insurance company loan due in equal installments from 2005 through 2009		25,000			25,000			25,000
8.55% (6.54% prior to November 2002) average rate insurance company loan due in varying installments from 2001 through 2012		47,500			49,375			51,250
6.26% insurance company loan due in scheduled installments from 2006 through 2015											75,000			—
8.49% insurance company term loan, due in equal installments from 2004 through 2008											—			16,000
Industrial development revenue bonds at a 6.22% weighted average rate, due in 2009 (b)											3,600			3,600
9.54% insurance company loan due in equal installments from 2005 through 2009											—			25,000
8.55% rate insurance company loan due in varying installments from 2001 through 2012											—			47,500
Other		2,192			2,459			1,105			1,460			2,192

Total		101,378			108,282			112,347			80,060			101,378
Less-current portion		(11,607	)		(8,248	)		(3,546	)		(6,233	)		(11,607	)

Total long-term portion	$	89,771		$	100,034		$	108,801		$	73,827		$	89,771

(a) The Company ~~has~~had a revolving credit agreement with a Canadian bank. Funding under the facility iswas limited to the lesser of a funding base or $8.3 million. ~~At December 31, 2004 an additional $1.2 million could have been borrowed under the agreement.~~

Long-Term Debt Refinancing

On November ~~2002~~17, 2005 the Company ~~reached~~entered into a ten year Note Agreement with an ~~agreement with~~insurance company and its ~~lenders~~affiliate pursuant to ~~amend its loan covenants. The amendments expanded certain critical financial covenants in order to provide greater financial~~which the Company issued and ~~operating flexibility in exchange for a 200 basis point increase in interest rates. As part~~sold $75 million aggregate principal amount of the ~~amendments,~~Company’s 6.26% Senior Secured Notes due in scheduled installments through November 17, 2015 (the “Notes”). Interest on the ~~Company granted its lenders security interests in~~Notes accrues at the ~~Company’s and its subsidiaries’ assets, the subsidiaries were added as guarantors.~~rate of 6.26% annually, payable semi-annually beginning on May 15, 2006. The interest rate on the Notes will increase ~~can be reduced~~ by ~~150 basis points~~0.5% per annum beginning on December 1, 2006 unless and ~~the security interests released when~~until the Company’s ~~balance sheet reaches~~senior debt obligations are no longer secured or the Company achieves an investment grade credit rating ~~as defined~~on its senior indebtedness.

The Company’s annual debt service requirements under the Notes, including annual interest payments, will equal approximately $10.0 to $10.3 million per year. The Notes may not be prepaid without a premium.

The Notes are senior secured obligations of the Company and are pari passu in right of payment with the Company’s other senior secured obligations, including its revolving credit facility. The notes are secured, on an equal and ratable basis with the Company’s obligations under the revolving credit facility, by first priority liens on all of the Company’s and its material U.S. subsidiaries’ material assets and a pledge of all of the Company’s equity interests in certain of its subsidiaries. The Note Agreement, like the other senior secured indebtedness, including its revolving credit facility, includes a provision to release liens on the assets of the Company and all of its subsidiaries should the Company achieve an investment grade credit rating on its senior indebtedness. The Notes are guaranteed by all of the Company’s material U.S. subsidiaries.

The covenants and events of default contained in the ~~loan agreements.~~
Note Agreement, including the financial covenants, are substantially the same as those contained in the Revolver. The ~~most restrictive provisions~~primary financial covenants include a maximum debt-to-working capital ratio, a maximum debt-to-total capital ratio and a minimum net worth provision. In addition, other covenants include restrictions or limitations with respect to the incurrence of liens, the sale of assets, and mergers and consolidations. The events of default include the failure to pay principal or interest on the Notes when due, failure to comply with covenants and other agreements contained in the Note Agreement, defaults under other material debt instruments of the ~~agreements require~~Company or its subsidiaries, certain judgments against the Company or its subsidiaries or events of bankruptcy involving the Company or its subsidiaries, the failure of the guarantees or security documents to ~~maintain certain funded debt-to-total capitalization ratios, working capital ratios~~be in full force and ~~minimum equity balances.~~effect or a default under those agreements, or the Company’s entry into a receivables securitization facility. Upon the occurrence of an event of default, the Company’s obligations under the Notes may be accelerated. The Company was in compliance with all debt covenants at December 31, ~~2004.~~
2005.

The Company used the proceeds of the Notes, together with cash on hand, to prepay in full all of its obligations under its former long-term senior secured notes.

Aggregate annual principal payments required on the Company’s long-term debt, which primarily consists of its $75 million notes and Industrial Development Revenue Bonds are as follows(in thousands):

Year ending December 31,

2006 $ 6,233
2007 6,570
2008 6,841
2009 10,390
2010 7,190
2011 and beyond 42,836

Total debt $ 80,060

Net interest expense reported on the accompanying Consolidated Statements of Operations was reduced by interest income of $0.3 million in 2005, $0.2 million in 2004 and $0.1 million in ~~2003 and 2002.~~
~~Aggregate annual principal payments required on long-term~~2003.

The fair value of the Company’s fixed rate debt ~~are~~ as ~~follows~~~~(in thousands)~~:

Year ending December 31,

2005 $ 11,607
2006 16,390
2007 16,390
2008 19,304
2009 16,600
Later years 21,087

Total debt $ 101,378

of December 31, 2005, including current maturities, was estimated to be $75.2 million compared to a carrying value of $75 million.
36

~~Short-Term Debt~~

In 2002, the Company had short-term borrowing of $0.7 million on average. The maximum short-term borrowing that year was $1.2 million and the average interest rate was 3.9%. The Company had no short-term borrowing in 2003 and 2004.

~~(11)~~

(10) Common Stock/Stock Options
~~During 2000, a restricted stock award~~

Effective October 1, 2005, the Company adopted FAS No. 123R, “Share-Based Payment,” as its method to account for stock-based compensation. The Company applied this new accounting standard following the modified retrospective method of ~~100,000 shares with a value~~adoption and, accordingly, restated all prior periods to reflect its financial statements as if FAS 123R had been in effect since January 1, 1995. Note 14 to the consolidated financial statements reflects the impact of $1.2 million was granted. The award vests in various amounts over a three-year period. In 2002, restricted stock awards of 16,000 shares with a value of $0.2 million were granted. The awards vest equally over three years. An expense of $0.1 million, $0.1 million and $0.3 million was recordedadopting FAS 123R on the Company’s quarterly results for 2004 and the first three quarters of 2005 versus the amounts reported in previous SEC filings, which reflected the Company’s prior accounting method. Previously, the Company applied the intrinsic value method in accordance with Accounting Principles Board (“APB”) Opinion No. 25 in accounting for its stock-based compensation plans.

Had FAS 123R not been adopted in 2005 on the modified retrospective basis of adoption, net income (loss) and net income (loss) per share (diluted) as reported would have been approximately $28.3 million ($1.54 per share), $16.9 million ($1.01 per share) and $(18.0 million) ($(1.20) per share) for the years ended December 31, 2005, 2004 and 2003, respectively. In 2005, cash flows from operating activities would have been approximately $0.8 million higher and ~~2002, respectively,~~cash flows from financing activities would have been approximately $0.8 million lower. Fourth quarter 2005 net loss and loss per share (diluted) would have been $(7.1 million) and $(0.43) per share. The stock compensation expense which would have been recorded in ~~order~~the fourth quarter 2005 under the Company’s prior accounting policies (APB No. 25) is attributable to ~~recognize~~ the ~~compensation ratably over~~impact of fourth quarter 2005 stock option exercises using cashless methods, and the ~~vesting period.~~
resultant accounting for all outstanding stock options using variable plan accounting as prescribed in APB No. 25.

The Company ~~has~~maintains long-term stock incentive and stock option plans for the benefit of officers, directors, and key management employees. The 1995 Directors Stock Option Plan authorizes the issuance of up to 187,500 shares; the 1996 Restricted Stock and Stock Option Plan authorizes 937,500 shares; the 2000 Restricted Stock and Stock Option Plan authorizes 1,200,000 shares and the 2004 Restricted Stock, Stock Option and Equity Compensation Plan authorizes 1,350,000 shares for use under these ~~plans.~~plans (collectively, the Plans). The Company accounts for its share-based compensation programs by recognizing compensation expense for the fair value of the share awards granted over their vesting period in accordance with FAS 123R. The compensation cost that has been charged against income for the Plans was $1.4 million, $1.6 million and $1.7 million for 2005, 2004 and 2003, respectively. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $0.4 million and $0.5 million for 2005 and 2004, respectively, with no tax benefit being recognized in 2003.

The Company also has a Director’s Deferred Compensation Plan for directors who are not officers of the Company. Under this plan directors have the option to defer payment of their retainer and meeting fees into either a stock equivalent unit account or an interest account. Disbursement of the interest account and the stock equivalent unit account can be made only upon a director’s resignation, retirement or death, and is generally made in cash, but the stock equivalent unit account disbursement may be made in common shares at the director’s option. Fees deferred into the stock equivalent unit account are a form of share-based payment and represent a liability award which is remeasured at fair value at each reporting date. As of December 31, 2005, an aggregate 21,300 common share equivalent units are included in the director accounts. Compensation expense, related to the fair value remeasurement associated with this plan, was approximately $0.6 million in each of the years ended December 31, 2005 and 2004, and $0.3 million for the year ended December 31, 2003.

In 2005, the Company established the 2005 Performance Stock Equity Plan (the Performance Plan) pursuant to the terms of the Company’s 2004 Restricted Stock, Stock Option and Equity Compensation Plan, which is a shareholder-approved plan. In 2005, the Company granted selected executives and other key employees stock awards, the shares for which will be distributed in 2008 contingent upon meeting company-wide performance goals over the 2005-2007 performance period. The performance goals are three-year cumulative net income and average return on total capital for the same three year period. Final award vesting and distribution will be determined by the Company’s actual performance versus the target goals, with partial awards for performance less than the target goal, but in excess of minimum goals; and award distributions twice the target if the maximum goals are met or

exceeded. Individuals to whom performance shares have been granted generally must be employed by the Company at the end of the performance period (December 31, 2007) or they will forfeit their award, unless their termination of employment was due to death, disability or retirement. The number of stock awards granted in 2005 was 379,700, and the number of shares which could potentially be awarded under the Performance Plan for these awards cannot exceed 759,400. In 2005, 5,000 stock awards granted under the Performance Plan were forfeited. The fair value of the stock awards granted in 2005 under the Performance Plan was $11.75 and was established on the date of Board of Director’s approval of the 2005 stock award grants, using the market price of the Company’s common stock on that date. Compensation cost recognized during 2005 related to the Performance Plan was $2.1 million, and assumes performance goals will be achieved. At December 31, 2005, the total unrecognized compensation cost related to non-vested Performance Plan awards granted is $6.5 million which is expected to be recognized ratably over the next two years. If the performance goals are not met, no compensation cost would be recognized and any previously recognized compensation cost would be reversed.

The Company historically issued annual stock option grants to selected executives and other key employees and non-employee directors under the Plans. The Company has also issued restricted stock awards in certain circumstances. No stock option grants have been made to executives or other key employees since 2003. The option grants in 2004 and 2005 were made only to non-employee directors. Commencing in 2006, restricted stock will be granted to all non-employee directors in lieu of stock options. In 2002, restricted stock awards of 16,000 shares were granted. It is the Company’s intention to use the Performance Plan as its long term incentive compensation method for executives and other key employees, rather than annual stock option grants, although stock option grants may be made in the future in certain circumstances when deemed appropriate by management and the Board of Directors.

The Company’s stock options have been granted with an exercise price equal to the market price of the Company’s stock on the date of the grant and have a contractual life of 10 years. Options generally vest in three years for executive and employee option grants and one year for options granted to directors. The Company generally issues new shares upon share option exercise. A summary of the activity under the Company’s stock option plans is shown below:
34

Weighted Average
Exercise
Shares Price Price Range

December 31, 2002 1,784,035 $ 10.71 $   6.39 — $23.88
Granted 397,500 5.20   4.79 —     5.21
Forfeitures (105,582 ) 9.94   6.39 —   20.25

December 31, 2003 2,075,953 $ 9.73 $   4.79 — $23.88
Granted 52,500 8.52 8.52
Forfeitures (223,130 ) 14.43   5.21 —   23.12
Exercised (21,637 ) 5.23   5.21 —     7.02

December 31, 2004 1,883,686 $ 9.10 $   4.79 — $28.25
Granted 67,500 14.50 14.27 —   15.49
Forfeitures (20,443 ) 11.82   6.39 —   15.08
Exercised (1,281,679 ) 8.97   5.21 —   24.10

December 31, 2005 649,064 $ 9.79 $   5.21 — $28.25

.Avg.
Exercise
Shares Price Price Range

December 31, 2001 1,625,085 $ 14.09 $ 10.00 — $23.88
Granted 657,230 6.83 6.39 — 10.74
Forfeitures/Tendered (395,612 ) 18.18 10.00 — 23.88

December 31, 2002 1,886,703 10.71 6.39 — 23.88
Granted 397,500 5.20 4.79 — 5.21
Forfeitures/Tendered. (208,250 ) 9.94 6.39 — 20.25

December 31, 2003 2,075,953 9.73 4.79 — 23.88
Granted 52,500 8.52 8.52
Forfeitures (244,767 ) 14.43 5.21 — 23.12

December 31, 2004 1,883,686 $ 9.10 $ 4.79 — $28.25

During 2002 the Company offered its current option holders a plan in which existing options could be tendered for new options for one-half the number of the original shares granted at an option price which would be determined by the Company’s stock price more than six months after the tender date. The tendered shares are included in “Forfeitures/Tendered” and the new grants are included as “Granted”.

As of December 31, ~~2004, 1,409,049~~2005, 455,064 of the ~~1,883,686~~649,064 options outstanding were exercisable and had a weighted average contractual life of ~~6.2~~5.8 years with a weighted average exercise price of ~~$10.13.~~$10.37. The remaining ~~474,637~~194,000 shares were not exercisable and had a weighted average contractual life of ~~9.0~~8.42 years, with a weighted average exercise price of ~~$5.72.~~

~~As required,~~$8.44. The total intrinsic value of options exercised during the ~~Company has adopted the disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, for the periods~~years ended December 31, 2005 and 2004, was $11.5 million and $0.1 million, respectively. At year-end December 31, 2003 ~~and 2002. The following table summaries on a pro-forma basis the effects on the Company’s net loss had compensation been recognized.~~there was no intrinsic value.

The fair value of the restricted stock awards and stock options granted has been estimated using the Black Scholes option-pricing ~~model.~~
model with the following assumptions:

Assumptions


										2005			2004			2003
	2004			2003			2002

Risk free interest		4.32	%		3.1	%		4.0	%
Risk free interest rate											4.06–4.20	%		4.71	%		4.34	%
Expected dividend yield	$	—		$	—		$	—			N/A			N/A			N/A
Option life	10 Yrs			10 Yrs			10 Yrs
Expected option term										10 Yrs			10 Yrs			10 Yrs
Expected volatility		50	%		50	%		30	%		50	%		50	%		50	%

The estimated weighted average fair value on the date granted based on the above assumptions	$	8.52		$	5.46		$	1.66		$	9.45		$	5.67		$	3.22

Weighted-Average
Actual Grant Date
Non-vested Shares Shares Fair Value

Non-vested at January 1, 2005 474,637 $ 5.72
Granted 67,500 9.45
Vested (340,745 ) 3.99
Forfeited (7,392 ) 2.21

Non-vested at December 31, 2005 194,000 $ 5.39

(13) Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income as reported in the ~~normal course~~consolidated balance sheets as of December 31, 2005 and 2004 comprised the Company’s business affairs. It is the opinion of the Company’s in-house counsel that no significant uninsured liability will result from the outcome of the litigation, and thus there is no material financial exposure to the Company.
following:

2005 2004

Foreign currency translation gains $ 3,503 $ 2,352
Minimum pension liability adjustments (net of income taxes) (1,133 ) (736 )

Total accumulated other comprehensive income $ 2,370 $ 1,616

(14) Selected Quarterly Data (Unaudited)

First Second Third Fourth
Quarter Quarter Quarter Quarter

2004 quarters
Net sales $ 175,634 $ 188,221 $ 199,341 $ 197,803
Gross material margin 51,153 56,356 57,308 52,754
Net income 2,062 5,758 5,847 2,249
Net income per share basic $ 0.13 $ 0.36 $ 0.37 $ 0.14
Net income per share diluted $ 0.13 $ 0.35 $ 0.35 $ 0.15

2003 quarters
Net sales $ 141,646 $ 133,947 $ 134,917 $ 132,520
Gross material margin 43,202 38,884 38,969 35,893
Net loss (1,645 ) (9,271 ) (2,579 ) (5,516 )
Net loss per share basic and diluted $ (0.10 ) $ (0.59 ) $ (0.16 ) $ (0.35 )

(As restated for adoption of FAS 123R)

~~+Third Quarter~~

First Second Third Fourth
Quarter Quarter Quarter Quarter

2005
Net sales $ 246,203 $ 250,967 $ 234,551 $ 227,257
Gross material margin 72,903 75,518 70,595 62,777
Net income 11,770 13,485 10,317 3,337
Preferred dividends 240 240 240 241
Net income applicable to common stock 11,530 13,245 10,077 3,096
Net income per share–basic $ 0.73 $ 0.83 $ 0.63 $ 0.19
Net income per share–diluted $ 0.65 $ 0.73 $ 0.56 $ 0.18

2004
Net sales $ 175,634 $ 188,221 $ 199,341 $ 197,803
Gross material margin 51,153 56,356 57,308 52,754
Net income 1,863 5,568 5,857 2,129
Preferred dividends 239 239 239 240
Net income applicable to common stock 1,624 5,329 5,618 1,889
Net income per share–basic $ 0.10 $ 0.34 $ 0.36 $ 0.12
Net income per share–diluted $ 0.10 $ 0.30 $ 0.32 $ 0.12

Fourth quarter 2005 includes charges for the loss on extinguishment of debt of $4.9 million. Also in the fourth quarter the Company recorded a $4.0 million unfavorable LIFO (last-in, first-out) charge (LIFO less FIFO inventory revaluation).

Third quarter 2004 includes charges to cost of ~~sales of~~material sold for a net inventory adjustment of $1.7 million. ~~The~~A comparable charge also occurred in the fourth quarter ~~was~~2004 in the amount of $2.2 million as well as a net LIFO charge of ~~$2.5~~$2.6 million.

Fourth quarter 2003 includes charges to cost of sales of a net inventory adjustment of $2.1 million along with $0.8 million of impairment and special charges, for a total expense adjustment of $2.9 million. Also in the fourth quarter there was a $0.8 million charge to income tax expense as the result of the revaluation of state income tax NOL.

3640

The prior quarters net income and per share amounts have been restated from amounts previously reported to reflect the retrospective adoption of FAS 123R in the fourth quarter of 2005 as discussed in Note 10 to the consolidated financial statements:

(Dollars in thousands, except per share data)

Restated As Previously Reported
Net Income Net Income
Applicable Applicable
to Common to Common
Net Income Stock EPS* Net Income Stock EPS*

2005

Q1 $ 11,770 $ 11,530 $ 0.65 $ 12,118 $ 11,878 $ 0.70
Q2 13,485 13,245 0.73 12,982 12,742 0.72
Q3 10,317 10,077 0.56 10,284 10,044 0.56

2004

Q1 1,863 1,624 0.10 2,301 2,062 0.13
Q2 5,568 5,329 0.30 5,997 5,758 0.35
Q3 5,857 5,618 0.32 6,086 5,847 0.36
Q4 2,129 1,889 0.12 2,489 2,249 0.15


*		diluted

Report of Independent Registered Public Accounting Firm
~~To the Stockholders and Board of Directors~~
~~of A. M. Castle & Co.:~~

To the Stockholders and Board of Directors of A.M. Castle & Co.:

We have audited the accompanying consolidated balance sheets of A.M. Castle & Co. and subsidiaries (the “Company”) as of December 31, ~~2004, 2003,~~2005 and ~~2002,~~2004, and the related consolidated statements of operations, cash flows, and stockholders’ equity ~~and cash flows~~ for each of the three years ~~then ended.~~in the period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index inat Item ~~16.~~15. These ~~consolidated~~ financial statements and ~~the~~ financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~these~~the financial statements and ~~the~~ financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of A.M. Castle & Co. and subsidiaries as of December 31, ~~2004, 2003,~~2005 and ~~2002,~~2004, and the results of their operations and their cash flows for each of the three years ~~then~~in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note ~~1 to the consolidated financial statements, effective January 1, 2002,~~10, the Company changed its method of accounting for ~~goodwill and intangible assets~~stock-based compensation upon the adoption of Statement of Financial Accounting Standards No. ~~142,~~~~Goodwill and Other Intangible Assets~~.
123R, “Share-Based Payment,” effective October 1, 2005, which was applied retrospectively to prior periods.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2004,~~2005, based on the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March ~~15, 2005~~28, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP
~~Deloitte~~DELOITTE & ~~Touche~~TOUCHE LLP

Chicago, Illinois
March ~~15, 2005~~
28, 2006

3742

Management’s ~~Report~~Assessment on Internal Control Over Financial Reporting

Castle’s management is responsible for establishing and ~~monitoring~~maintaining adequate internal control over financial reporting as such term is defined in the ~~1934~~ Securities Exchange Act ~~rules §240.13a-15(f)~~of 1934 rule 240.13a-15(f). Castle’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Office and Chief Financial Officer to provide reasonable assurance ~~to Castle’s management and Board of Directors~~ regarding the preparation ~~and fair presentation~~ of ~~published~~ financial ~~statements.~~
statements for external purposes in accordance with U.S. generally accepted accounting principles.

Castle, under the direction of ~~Castle’s~~its Chief Executive Officer and Chief Financial Officer, conducted an evaluation ~~and testing~~ of the effectiveness of ~~Castle’s~~its internal control over financial reporting as of December 31, ~~2004~~2005 based upon the framework published by the Committee of Sponsoring Organizations of the Treadway Commission, referred to as the Internal Control Integrated Framework.
~~All internal~~

Internal control over financial reporting, no matter how well designed, ~~have~~has inherent ~~limitations.~~limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide ~~only~~ reasonable assurance with respect to the financial statement preparation and presentation.
~~Because~~

A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the ~~material weaknesses described below management believes that, as~~annual or interim financial statements will not be prevented or detected. As of December 31, ~~2004,~~2005, the ~~Company’s~~Company did not maintain effective internal control over financial reporting. As evidenced by audit adjustments to the December 31, 2005 consolidated financial statements and related disclosures which were necessary to present the financial statements in accordance with generally accepted accounting principles, the Company (1) lacks sufficient resources with the appropriate level of technical accounting expertise in areas such as stock-based compensation, income taxes and LIFO (last-in, first-out) inventory valuation, and (2) did not maintain sufficient monitoring controls over its financial closing and reporting ~~was not effective based on those criteria.~~
~~In conducting its evaluation~~process.

     Management’s assessment of the effectiveness of the Company’s internal control over financial reporting atas of December 31, ~~2004, management found a material weakness in the area of inventory controls.~~
     ~~In the 3~~^rd quarter of 2004 the Company replaced its historical procedures of inventory verification with improved procedures for physical inventory counts. This change in internal control over inventory was reported in the 3^rd quarter 10Q for the period ended September 30, 2004. As a result of the institution of the improved procedures in the second half of 2004, material inventory adjustments were identified and recorded during the 3^rd ~~and 4~~^th ~~quarters of 2004.~~
     In addition, at year-end a weakness involving inventory stored at third party processors was identified. The post year-end implementation of expanded procedures identified additional inventory adjustments that were also recorded.
     ~~The impact of these inventory adjustments reduced after tax earnings~~2005 has been audited by ~~$1.0 million in the 3~~^rd ~~quarter and $2.4 million in the 4~~^th ~~quarter of 2004.~~
     In addition, management determined that significant deficiencies in the financial close and reporting process existed. As a result of applying more rigorous post year-end procedures, material errors in the Company’s financial statements were recorded. In management’s opinion, these significant deficiencies, in the aggregate, also constituted a material weakness as that term is defined in Section 404 of the Sarbanes-Oxley Act.
     ~~Castle’s independent auditors,~~ Deloitte & Touche LLP, ~~the~~an independent registered public accounting firm, ~~that audited the Financial Statements included~~as stated in ~~the Annual Report (this 10K), have issued an attestation~~their report ~~on management’s assessment of the effectiveness of Castle’s internal controls over financial reporting as of December 31, 2004. This report~~which appears ~~on page 39.~~
herein.

March 28, 2006

3843

Report of Independent Registered Public Accounting Firm
~~Report on Internal Control Over Financial Reporting~~

To the Stockholders and Board of Directors of A.M. Castle & Co.:

We have audited management’s assessment, included in the accompanying ~~management’s report~~Management’s Assessment on ~~internal control~~Internal Control over ~~financial reporting,~~Financial Reporting, that A.M. Castle & Co. and subsidiaries (the “Company”) did not maintain effective internal control over financial reporting as of December 31, ~~2004,~~2005, because of the effect of the material weaknesses identified in management’s assessment based on criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~accounting principles~~ generally accepted ~~in the United States of America.~~accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been identified and included in management’s ~~assessment.~~ assessment:

The ~~Company failed to design and implement appropriate~~Company’s controls ~~and procedures~~ over ~~the accounting for inventory and~~ the period-end financial closing and reporting process ~~to ensure that~~are inadequate and such inadequate controls constitute material weaknesses in the design and operating effectiveness of internal control over financial ~~information is adequately analyzed to detect actual misstatements. Specifically:~~
reporting. Specifically, the Company (1) lacks sufficient resources with the appropriate level of technical accounting expertise in areas such as stock-based compensation, income

• As of December 31, 2004, management had not implemented the procedures and review processes required in order to complete accurate and timely reconciliations of its inventory counts to the general ledger. Also, as of December 31, 2004, the Company did not have processes to verify and reconcile its inventory held at outside processors to the general ledger. As a result, the Company recorded material adjustments in 2004 to reduce its inventory balances and increase cost of goods sold. The deficiency was concluded to be a material weakness due to the

3944

significance of the adjustments, the significance of controls over inventory to the preparation of reliable financial statements, and the absence of other mitigating controls to detect the adjustments.
• Management did not adequately analyze and review certain financial statement accounts in the period-end financial closing and reporting process and, as a result, adjustments that were not individually material to the financial statements were required at December 31, 2004, to (1) increase the allowance for doubtful accounts, (2) reduce the accrual for insurance reserves, and (3) increase the provision for income taxes. Due to the misstatements identified, the potential for further misstatements as a result of the internal control deficiencies, and the significance of the financial closing and reporting process to the preparation of reliable financial statements, there is a more than remote likelihood that a material misstatement of the interim and annual financial statements would not have been prevented or detected.

taxes and LIFO (last-in, first-out) inventory valuation, and (2) did not maintain sufficient monitoring controls over its financial closing and reporting process to provide reasonable assurance that appropriate reviews of reconciliations and analyses were performed in a timely manner. As a result of these weaknesses, significant adjustments to the December 31, 2005 consolidated financial statements and related disclosures were necessary to present the financial statements in accordance with generally accepted accounting principles. Due to the misstatements identified, the potential for further misstatements as a result of the internal control deficiencies, and the significance of the financial closing and reporting process to the preparation of reliable financial statements, there is a more than remote likelihood that a material misstatement of the interim and annual financial statements would not have been prevented or detected.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the consolidated financial statements and financial statement schedule as of and for the year ended December 31, ~~2004,~~2005, of the Company and this report does not affect our report on such consolidated financial statements and financial statement schedule.

In our opinion, management’s assessment that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2004,~~2005, is fairly stated, in all material respects, based on the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, ~~2004,~~2005, based on the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, ~~2004,~~2005 of ~~the Company~~A. M. Castle & Co. and subsidiaries and our report dated March ~~15, 2005~~28, 2006 expressed an unqualified opinion on those consolidated financial statements and accompanying financial statement schedule and included an explanatory paragraph related to a change in the method of accounting for ~~goodwill and intangible assets upon~~stock-based compensation due to the Company’s adoption of Statement of Financial Accounting Standards No. ~~142,~~~~Goodwill and Other Intangible Assets~~.
~~/s/ Deloitte & Touche LLP~~
~~Deloitte & Touche LLP~~
123R, “Share-Based Payment” as of October 1, 2005.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Chicago, Illinois
March ~~15, 2005~~
28, 2006

4045

~~ITEM 9 —~~~~Changes In and Disagreements With Accountants on Accounting and Financial Disclosure~~

ITEM 9 —Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

~~ITEM 9A — Controls & Procedures~~

ITEM 9A —Controls & Procedures

Disclosure Controls and Procedures

A review and evaluation was performed by the Company’s management, including the Chairman of the Board (Chairman), Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Security Exchange Act of 1934). Based upon that review and evaluation, the Chairman, CEO and CFO have concluded that due to material weaknesses discussed in Management’s Report on Internal ~~Controls~~Control Over Financial Reporting on page 38 hereof, the Company’s disclosure controls and procedures were not effective as of December 31, ~~2004.~~
2005.

Management’s Annual Report on Internal ~~Controls~~Control Over Financial Reporting

Management’s report on internal ~~controls~~control over financial reporting is included in Part II of this report and incorporated in this Item 9A by reference.

Attestation Report of the Independent Registered Public Accounting Firm

Deloitte & Touche LLP has audited management’s assessment of the effectiveness of internal ~~controls~~control over financial reporting as stated in their report included in Part II Item 8 and incorporated by reference herein.

Change in Internal ~~Controls~~Control Over Financial Reporting
During the third quarter 2004, the Company made changes to its internal controls over financial reporting relating to inventory. These changes were reported in the third quarter 10-Q. During the fourth quarter 2004, the Company continued to implement these changes to the balance of the Company’s inventory.
As a result of the material weaknesses identified, management has instituted more rigorous procedures for physical counts and reconciliations of inventory to be performed once or twice per year depending upon location size and risk assessment. Also, in

In the first quarter of 2005 the Company ~~will require detailed certification by outside processors~~implemented changes in its internal control over financial reporting in response to the deficiencies identified in 2004.

The Company is now performing physical inventory counts at each of its ~~inventory received, shipped~~facilities and ~~on-hand as of the close of each quarter, which will be reconciled~~reconciling these counts to the financial statements.
In addition, ~~expanded procedures relating~~the Company is obtaining quarterly confirmations of the Company’s inventory located at each of its outside processors. The Company has determined, after the physical counts were completed and reconciled in 2005, that the internal controls put in place have cured this deficiency which was reported in the annual report on Form 10-K for the year ended December 31, 2004.

Management continues to evaluate its internal control over financial reporting. The following initiatives are either underway or will be adopted by the Company in 2006 to enhance its internal control over financial reporting.

The Company started a business system replacement initiative in the third quarter of 2005. The project scope includes a replacement of the Company’s financial systems (general ledger, accounts payable and accounts receivable) as a first phase of the overall project plan. The Company is currently performing parallel testing and expects to be in production with its new financial systems in mid-2006. In conjunction with the business systems replacement initiative, the Company has invested in new report writing technology that will automate and expedite the creation of its key financial and other business reports. This program is also expected to be installed by mid-2006. Management believes this investment in technology will allow for a more thorough and timely review of its financial statements by its financial staff, thereby enhancing its internal control over financial reporting.

In March 2006, the Company filled its newly created position of Tax Manager. This addition to the ~~analysis~~Company’s financial management team will serve to enhance its in-house expertise in the tax accounting area.

Management will also evaluate the use of workmen compensation reserves, customer credit memo reserves, and accounts payable debit memo reserves have been put in place. Specifically, the expanded procedures will be based upon the same detailed analysis the Company performed on these reserves at year end that ledadditional external and/or internal accounting resources to assist with the identification and proper application of ~~material adjustments to the financial statements.~~
generally accepted accounting principles in recording complex transactions.
~~Item 9B — Other Information~~
~~None~~
4146

Item 9B —Other Information

None

PART III

ITEM 10 —Directors and Executive Officers of the Registrant

~~Executive~~Corporate Officers of The Registrant


Name and Title	Age		Business Experience
G. Thomas McKane Chairman ~~and~~ ~~Chief Executive Officer~~of the Board		6061	Mr. McKane began his employment with the registrant in May of 2000 and was appointed to the position of President and Chief Executive ~~Officer.~~Officer, a position he held until January 26, 2006. In January 2004 he was also elected to the position of Chairman of the Board. Formerly, he had been employed by Emerson Electric since 1968 in a variety of executive positions.

Michael H. Goldberg President & Chief Executive Officer		52	Mr. Goldberg was elected President and Chief Executive Officer on January 26, 2006. Prior to joining the Registrant he was Executive Vice President of Integris Metals (an aluminum and metals service center) from November 2001 to January 2005. From August 1998 to November 2001 Mr. Goldberg was Executive Vice President of North American metals Distribution Group a division of Rio Algom LTD.

Stephen V. Hooks Executive Vice President — ~~Chief Operating Officer~~ President — Castle Metals		5354	Mr. Hooks began his employment with the registrant in 1972. He was elected to the position of Vice President –— Midwest Region in 1993, Vice President — Merchandising in 1998 Senior Vice ~~President–~~President—Sales & Merchandising in 2002 and Executive Vice President of the Registrant and Chief Operating Officer of Castle Metals in January 2004.

~~Albert J. Biemer, III~~ ~~Vice~~ In 2005 Mr. Hooks was appointed President — ~~Supply Chain~~		43	Mr. Biemer began his employment with the registrant in 2001 and was elected Vice President – Supply Chain. Formerly with CSC, Ltd. as Vice President, Logistics in 2000 and Carpenter Technology Corporation 1997 to 2000.of Castle Metals

Lawrence A. Boik Vice President Chief Financial Officer and Treasurer		4546	Mr. Boik began his employment with the registrant in September 2003 and was appointed to the position of Vice President-Controller, Treasurer as well as Chief Accounting Officer. In October 2004, he was named to the position of Vice President-Finance, Chief Financial Officer and Treasurer. Formerly he served as the CFO of Meridan Rail from January 2002. Prior employment included Vice President-Controller of ABC-NACO since July 2000, and Assistant Corporate Controller of US Can Co. back to October 1997.

~~J. Michael Coulson~~ ~~Vice President and~~ ~~Midwest Region Manager~~		47	~~Mr. Coulson began his employment with the registrant in 1979. He has appointed District Manager in 1991, Midwest Region Manager in 2003. and Vice President in 2005.~~

~~M. Bruce Herron~~ ~~Vice President and~~ ~~Western Region Manager~~		59	Mr. Herron began his employment with the registrant in 1970. He was elected to the position of Vice President – Western Region in 1989; Vice President — Sales in 1998; and Executive Vice President and Chief Operating Officer in 1999. He was named Vice President and Western Region Manager in 2000.

~~Robert R. Hudson~~ ~~Vice President –~~ ~~Tubular & Plate Products~~		49	Mr. Hudson began his employment with the registrant in 2002. He was named Vice President –Tubular Products. In in 2002. He was named Vice President –Tubular Products. In 2003 he was given the added responsibilities of plate products and 2003 he was given the added responsibilities of plate products and Strategic Account Development. Formerly with U.S. Food Service as President and Ispat International NV.

~~Tim N. Lafontaine~~ ~~Vice President —~~ ~~Alloy Products~~		51	~~Mr. Lafontaine began his employment with the registrant in 1975, and was elected Vice President - Alloy Products in 1998~~


~~Name and Title~~	~~Age~~		~~Business Experience~~
~~Blain A. Tiffany~~ ~~Vice President and~~ ~~Eastern Region Manager~~		46	Mr. Tiffany began his employment with the registrant in 2000 and was appointed to the position of District Manager. He was appointed Eastern Region Manager in 2003 and Vice President in 2005. Prior to joining he was with Alro Steel.

~~Craig R. Wilson~~ ~~Vice President —~~ ~~Advanced Material~~ ~~Products~~		53	Mr. Wilson began his employment with the registrant in 1979. He was elected to the position of Vice President - Eastern Region in 1997; Vice President — Business Improvement and Quality in 1998; and Vice President and General Manager-Great Lakes Region in 1999. He was named Vice President-Advanced Materials Products in 2000.

Paul J. Winsauer Vice President -— Human Resources		5354	Mr. Winsauer began his employment with the registrant in 1981. In 1996, he was elected to the position of ~~Vice- President~~Vice-President — Human Resources.

Jerry M. Aufox Secretary and Corporate Counsel		6263	Mr. Aufox began his employment with the registrant in 1977. In 1985 he was elected to the position of Secretary and Corporate Counsel. He is responsible for all legal affairs of the registrant.

~~Thomas L. Garrett~~Henry J. Veith ~~President~~Controller and ~~Total Plastics, Inc.~~Chief Accounting Officer		4252	Mr. ~~Garrett~~Veith began his employment with the registrant in ~~1988~~October 2004 and was appointed to the position of ~~controller.~~Controller as well as Chief Accounting Officer. Formerly he served as the Controller of Meridan Rail from July 2002 to February 2004. Prior employment included Controller of Tinplate Partners From February 2001 to July 2002 and Director of Information Technology at U.S. Can Co. back to September 1996.

Metals Segment Officers of the Registrant


Name and Title	Age		Business Experience
Albert J. Biemer, III Vice President — Supply Chain		44	Mr. Biemer began his employment with the registrant in 2001 and was elected Vice President — Supply Chain. Formerly with CSC, Ltd. as Vice President, Logistics in 2000 and Carpenter Technology Corporation from 1997 to 2000.

Kevin Coughlin Vice President — Operations		55	Mr. Coughlin began his employment with the registrant in 2005 and was appointed to the position of Vice President-Operations. Prior to joining the Registrant he was Director of Commercial Vehicle Electronics and Automotive Starter Motor Groups for Robert Bosch-North America since 2001 and Vice President of Logistics and Services for the Skill-Bosch Power Tool Company from 1997 to 2000.

J. Michael Coulson Vice President and Region Manager		48	Mr. Coulson began his employment with the registrant in 1979. He was appointed District Manager in 1991, Midwest Region Manager in 2003 and Vice President and Regional Manager in 2005.

Robert R. Hudson Vice President — Tubular & Plate Products		50	Mr. Hudson began his employment with the registrant in 2002 and was appointed to the position of Vice President —Tubular Products. In 2003 he was given the added responsibilities of plate products and Strategic Account Development. Formerly he was with U.S. Food Service as a division President from 2000 to 2002 and Ispat International NV from 1983 to 2000.

Tim N. Lafontaine Vice President — Alloy Products		52	Mr. Lafontaine began his employment with the registrant in 1975, and was elected Vice President — Alloy Products in 1998

Blain A. Tiffany Vice President and Region Manager		47	Mr. Tiffany began his employment with the registrant in 2000 and was appointed to the position of District Manager. He was appointed Eastern Region Manager in 2003 and Vice President — Regional Manager in 2005.

Craig R. Wilson Vice President — Advanced Material Products		54	Mr. Wilson began his employment with the registrant in 1979. He was elected to the position of Vice President - -Eastern Region in ~~1996~~1997; Vice President — Business Improvement and Quality in 1998; and Vice President and General Manager-Great Lakes Region in ~~2001.~~1999. He was named Vice President-Advanced Materials Products in 2000.

Paul A. Lisius Vice President and General Manager Metal Express, LLC		5657	Mr. Lisius began his employment with the registrant in 2001 and was appointed to the position of ~~controller. He~~Controller, Metal Express, LLC. In 2004 inhe was elected to the position of Vice President and General ~~Manager.~~Manager, Metal Express, LLC. Prior to joining Metal Express he was the controller of Hentzen Coatings

Plastics Segment Officers of the Registrant


Name and Title	Age		Business Experience
Thomas L. Garrett President Total Plastics, Inc.		43	Mr. Garrett began his employment with the registrant in 1988 and was appointed to the position of controller. He was elected to the position of Vice President, Total Plastics, Inc. in 1996 and President, Total Plastics, Inc. in 2001.

Daniel E. Talbott Vice President Total Plastics, Inc.		42	Mr. Talbott began his employment with the registrant in 1987 and became Branch Manager in 1990. He was elected to the position of Vice President, Total Plastics, Inc. in 2004.

Thomas C. Roe Director of Finance Total Plastics Inc.		55	Mr. Roe began his employment with the registrant in 2005 and was appointed to the position of Director of Finance. Formerly he served as Chief Accounting Officer of X-Rite from July 2003 and Corporate Controller back to 1994.

All additional information required to be filed in Part III, Item 10, Form 10-K, has been included in the Definitive Proxy Statement dated March 15, ~~2005~~2006 filed with the Securities and Exchange Commission, pursuant to Regulation 14A entitled “Information Concerning Nominees for Directors” and “Meetings and Committees of the Board” and is hereby incorporated by this specific reference.

ITEM 11 —Executive Compensation

All information required to be filed in Part III, Item 11, Form 10-K, has been included in the Definitive Proxy Statement dated March 15, ~~2005,~~2006, filed with the Securities and Exchange Commission, pursuant to Regulation 14A entitled “Management Remuneration” and is hereby incorporated by this specific reference.

ITEM 12 —Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required to be filed in Part I,III, Item 4,2, Form 10-K, has been included in the Definitive Proxy Statement dated March 15, ~~2005,~~2006, filed with the Securities and Exchange Commission pursuant to Regulation 14A, entitled “Information Concerning Nominees for Directors” and “Stock Ownership of Certain Beneficial Owners and Management” is hereby incorporated by this specific reference.

Other than the information provided above, Part III has been omitted pursuant to General Instruction G for Form 10-K and Rule 12b-23 since the Company will file a Definitive Proxy Statement not later than 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A, which involves the election of Directors.

4349

Equity Plan Disclosures:

The following table includes information regarding the Company’s equity compensation plans:

(a) (b) (c)
Number of securities remaining
Number of securities to Weighted-average available for future issuances
be issued upon exercise exercise price of under equity compensation
of outstanding options, outstanding options, plans [excluding securities
Plan category warrants and rights warrants and rights reflected in column (a)]

Equity compensation plans approved by Options 649,064 $ 9.79
security holders Performance 768,896 *** $ 0.00 * 975,361
Equity compensation plans not approved by security holders — — —

Total 1,417,960 $ 4.48 ** 975,361


*		Performance shares were, at the time target grants were established, valued at market price of $11.75 per share.

**		$10.85 per share if performance shares were valued at market price on grant date.

***		Represents total number of securities authorized for issuance under the Performance Plan.

ITEM 13 —Certain Relationships and Related Transactions
~~None.~~

All information required to be filed in Part III, Item 13, Form-10K, has been included in the Definitive Proxy Statement dated March 15, 2006, filed with the Securities and Exchange Commission pursuant to Regulation 14A entitled “Related Party Transactions” is hereby incorporated by this specific reference.

ITEM 14 —Principal Accountant Fees and Services

All information required to be filed in Part III, Item 14, Form 10-K, has been included in the Definitive Proxy Statement dated March 15, ~~2005,~~2006, filed with the Securities and Exchange Commission, pursuant to Regulation 14A entitled ~~“Proposal Three: Ratification of Appointment of Independent Auditors” and~~“Audit Committee Report to Stockholders” is hereby incorporated by this specific reference.

PART IV

ITEM 15 —Exhibits and Financial Statement Schedules

A. M. Castle & Co.
Index To Financial Statements and Schedules


	Page
Consolidated Statements of Operations — For the years ended December 31, 2005, 2004 ~~2003~~ and ~~2002~~2003		18

Consolidated Balance Sheets — December 31, ~~2004, 2003~~2005 and ~~2002~~2004		19

Consolidated Statements of Cash Flows — For the years ended December 31, 2005, 2004 ~~2003~~ and ~~2002~~2003		20-21

Consolidated Statements of Stockholders’ Equity –— For the years ended December 31, 2005, 2004 ~~2003~~ and ~~2002~~2003		21

Notes to Consolidated Financial Statements		~~22-36~~22-41

Report of Independent Registered Public ~~Auditors~~Accounting Firm		3742

Management’s Assessment of Internal Controls Over Financial Reporting		3843

Report of Independent Registered Public Accounting Firm ~~Report on Internal Controls Over Financial Reporting~~		3944-45

Valuation and Qualifying Accounts — Schedule II		4754

The following exhibits are filed herewith or incorporated by reference.


Exhibit
Number				Description of Exhibit

2.2				Agreement of Merger and Plan of Reorganization (1)

3.1				Articles of Incorporation of the Company (1)

3.2				Articles of Merger Between A. M. Castle & Co. ~~(a Delaware~~(Delaware Corporation) and Castle Merger ~~Inc. (a~~a Maryland ~~Corporation)~~Corporation Dated June 5, ~~2001~~2001. (1)

3.3				By-Laws of the Company ~~(1)~~


~~Exhibit~~3.4
~~Number~~	~~Description of Exhibit~~
~~3.4~~	Articles Supplementary to the Company’s Articles of Incorporation creating the Company’s Series A Cumulative Convertible Preferred Stock, filed November 22, 2002 with the State Department of Assessments and Taxation of Maryland (2)

4.1	~~Note Agreement dated as of April 1, 1996 between the Company and Nationwide Life Insurance Company (2)~~

~~4.2~~	~~First Amendment and Waiver to Note Agreement dated as of December 1, 1998, to April 1, 1996 Note Agreement (2)~~

~~4.3~~	~~Second Amendment dated as of November 22, 2002, to April 1, 1996 Note Agreement (2)~~

~~4.4~~	~~Note Agreement dated as of May 15, 1997 among the Company, Massachusetts Mutual Life Insurance Company and United of Omaha Life Insurance Company (2)~~

~~4.5~~	~~First Amendment and Waiver to Note Agreement dated as of December 1, 1998, to May 15, 1997 Note Agreement (2)~~

~~4.6~~	~~Second Amendment dated as of November 22, 2002, to Note Agreement dated as of May 15, 1997 (2)~~

~~4.7~~	Note Agreement dated as of March 1, 1998 among the Company, Allstate Life Insurance Company, The Northwestern Mutual Life Insurance Company, Massachusetts Mutual Life Insurance Company, Mutual of Omaha Insurance Company and United of Omaha Life Insurance Company (2)

~~4.8~~	~~First Amendment and Waiver to Note Agreement dated as of December 1, 1998, to Note Agreement dated as of March 1, 1998 (2)~~

~~4.9~~	~~Second Amendment dated as of November 22, 2002, to Note Agreement dated as of March 1, 1998 (2)~~

~~4.10~~	Collateral Agency and Intercreditor Agreement, dated as of March 20, 2003, among U.S. Bank National Association, BofA, Nationwide, Allstate, Northwestern Mutual, Massachusetts Mutual, Mutual of Omaha, United of Omaha, Northern, Castle, Datamet, Inc., Keystone Tube, TPI, Paramont Machine Company, LLC, Advanced Fabricating Technology, LLC, Oliver Steel, Metal Mart, LLC (4)

~~4.11~~4.2	~~Intercreditor~~	Credit Agreement dated July 29, 2005 among the Company, the Company’s subsidiary, A. M. Castle & Co. (Canada) Inc as borrowers and Bank of ~~March 20, 2003, among U.S.~~America, N.A., Bank ~~Castle SPFD, Castle, TPI, Oliver Steel, Keystone Tube, Massachusetts Mutual, Allstate, Nationwide, Northwestern Mutual, United~~ of ~~Omaha, Mutual of Omaha, BofA, Northern Trust, Castle IND MGR,~~America, N.A. Canada Branch, J.P. Morgan Chase Bank N.A. and ~~GECC~~other lenders, as lenders. (5)

4.3		Note Agreement dated November 17, 2005 for 6.26% Senior Secured Note Due November 17, 2005 between the Company as issuer and the Prudential Insurance Company of American and Prudential Retirement Insurance and Annuity Company as Purchasers. (6)

10.1		Registration Rights Agreement, dated as of November 22, 2002 among the Company, the investors named therein (the “Investors”) and W.B. & Co, for itself, and as nominee and agent of the Investors relating to the Company’s Series A Cumulative Convertible Preferred Stock (2)

10.2		A.M. Castle & Co. 2000 Restricted Stock and Stock Option Plan*Plan (1)

10.3		A.M. Castle & Co. 2004 Restricted Stock, Stock Option and Equity Compensation Plan*Plan (3)

10.4	~~Receivables Sale~~	Employment Agreement with Company’s President and ~~Contribution~~CEO dated January 26, 2006

10.5		Change of Control Agreement with Senior Executives of the Company (4)

10.6		Management Incentive Plan*

10.7		Description of Director’s Deferred Compensation Plan(7)

10.8		Employment Agreement with Company’s Chairman of the Board dated ~~as of December~~January 26, ~~2002, among Castle, Total Plastics, Inc., Oliver Steel Plate Co., Keystone Tube Company, LLC and Castle SPFD, LLC~~2006

10.9		Executive Agreement with Company’s Executive Vice President dated January 26, 2006

10.10		Executive Agreement with Company’s Chief Financial Officer dated July 2, 2003

4552


Exhibit
Number		Description of Exhibit
~~10.5~~	~~Receivables Purchase and Servicing Agreement, dated as of December 26, 2002, among Castle SPFD, Castle, TPI, Oliver Steel, Castle IND MGR, Inc., and General Electric Capital Corporation~~
14.1
~~10.8~~	~~Employment Agreement with Company’s CEO dated May 1, 2000~~

~~10.9~~	~~Change of Control Agreement with Senior Executives of the Company~~

~~10.10~~	Management Incentive Plan*

~~10.11~~	Description of Director’s Deferred Compensation Plan*

~~14.1~~	Code of Ethics for Officers and Directors of A.M. Castle & Co. (3)

21.1		Subsidiaries of Registrant (4)

23.1		Consent of Independent ~~Auditors~~Registered Public Accounting Firm

31.1		Certification by G. Thomas McKane, Chairman of the Board, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

31.2		Certification by Michael H. Goldberg, President and Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

31.2		Certification by Lawrence A. Boik, Vice President and Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

32.1		Certification by G. Thomas McKane, Chairman of the Board, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

32.2		Certification by Michael H. Goldberg, President and Chief Executive Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

~~32.2~~32.3		Certification by Lawrence A. Boik, Vice President and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

*		These agreements are considered a compensatory plan or arrangement required to be filed pursuant to Item 14 of Form 10-K.

(1)		Incorporated by reference to the Company’s Definitive Proxy Statement filed with the SEC on March 23, 2001.

(2)		Incorporated by reference to the Form 8-K filed with the SEC on December 2, ~~2002~~2002.

(3)		Incorporated by reference to the Company’s Definitive Proxy Statement filed with the SEC on March 12, 2004.

(4)		Incorporated by reference to the Company’s Annual Report for 2004 and Form 10K filed with the SEC dated March 16, 2005.

(5)		Incorporated by reference to the Form 8-K filed with the SEC on July 28, 2005.

(6)		Incorporated by reference to the Form 8-K filed with the SEC on November 21, 2005.

(7)		Incorporated by reference to the Company’s Definitive Proxy Statement filed with the SEC on March 31, 2006.

4653

SCHEDULE II

A. M. Castle & Co.

Accounts Receivable — Allowance for Doubtful Accounts
Valuation and Qualifying Accounts
For The Years Ended December 31, 2005, 2004 ~~2003~~ and ~~2002~~2003

(Dollars in thousands)

2004 2003 2002

Balance, beginning of year $ 526 $ 693 $ 646

Add — Provision charged to income 1,987 400 1,018
— Recoveries 86 82 104

Less — Uncollectible accounts charged against allowance (839 ) (649 ) (1,075 )

Balance, end of year $ 1,760 $ 526 $ 693

2005 2004 2003

Balance, beginning of year $ 1,760 $ 526 $ 693

Add-Provision charged to income 356 1,987 400
-Recoveries 173 86 82

Less-Uncollectible accounts charged against allowance (526 ) (839 ) (649 )

Balance, end of year $ 1,763 $ 1,760 $ 526

4754

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


~~A. M. Castle & Co.~~

A. M. Castle & Co. (Registrant)


By:		/s/ ~~Lawrence A. Boik~~Henry J. Veith

		~~Lawrence A. Boik, Vice President~~Henry J. Veith, Controller and Chief ~~Financial~~Accounting Officer
		(Principal Accounting Officer)

Date: March ~~15, 2005~~28, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as shown following their name on the dates indicated on this 11^th28th day of March, ~~2005.~~2006.


/s/ Michael Simpson	/s/ John McCartney	/s/ John W. Puth

Michael Simpson,	John McCartney, Director	John W. Puth, Director
Chairman Emeritus	Chairman, Audit Committee	Member, Audit Committee

/s/ G. Thomas McKane	/s/ William K. Hall	/s/ Patrick J. Herbert, III

G. Thomas McKane, Chairman –of	William K. Hall ~~Director~~	Patrick J. Herbert, III
Board and Director	Director	Director

/s/ Michael H. Goldberg	/s/ Robert S. Hamada	/s/ Brian P. Anderson

Michael H. Goldberg, President,	Robert S. Hamada	Brian P. Anderson. Director
Chief Executive Officer and Director	Director	Member, Audit Committee	~~Director~~
(Principal Executive Officer)

/s/ ~~John W. McCarter, Jr.~~Thomas A Donahoe.	/s/ ~~Robert S. Hamada~~Lawrence A. Boik.

~~John W. McCarter, Jr.~~	~~Robert S. Hamada~~
Thomas A. Donahoe, Director	~~Director~~

~~/s/ Lawrence A. Boik.~~

Lawrence A. Boik
Member, Audit Committee
Vice President and Chief Financial Officer
	(Principal Financial ~~and Accounting~~ Officer)

4855



Operating Expense(% of Sales)	Year	Qtr 1		Qtr 2		Qtr 3		Qtr 4		Total

	2003*		30.1		31.5		29.7		29.6		30.3
	2004*		25.8		23.9		23.2		24.0		24.2


*Excludes 2003 impairment charges



December 31,	2000		2001			2002			2003			2004

Long-Term Debt	$	164.6	$	119.9		$	112.3		$	108.3		$	101.4

Receivable Securitization		—		40.0			25.9			13.0			16.5

Total Financing Arrangements	$	164.6	$	159.9		$	138.2		$	121.3		$	117.9

Increase/(Decrease)		—	$	(4.7	)	$	(21.7	)	$	(16.9	)	$	(3.4	)



	2005		2006		2007		2008		2008 and
									Beyond

Required Principal Payments on Debt	$	11.6	$	16.4	$	16.4	$	19.3	$	37.7



	Impairment
			Long-		Joint		Lease				Total
			Lived		Venture		Termination				Special
	Inventory		Assets		Investment		Costs		Other		Charges

Close KSI, LLC	$	0.8	$	3.1	$	—	$	0.6	$	0.8	$	5.3

Sell Keystone Honing		0.8		0.8		—		—		—		1.6

Sell Equity Interest in Laser Precision		—		—		3.3		—		—		3.3

Sell Equity Interest in Energy Alloys		—		—		0.2		—		—		0.2

Other Asset Impairments and Lease Terminations		—		0.6		—		0.5		—		1.1


Total	$	1.6	$	4.5	$	3.5	$	1.1	$	0.8	$	11.5



	*Year Ended December 31,*												*Year Ended December 31,*
	*2004*			*2003*			*Fav/(Unfav)*			*% Change*			*2004*			*2003*			*Fav/(Unfav)*			*% Change*

Net Sales
Metals	$	671.2		$	475.3		$	195.9			41.2	%	$	671.2		$	475.3		$	195.9			41.2	%
Plastics		89.8			67.7			22.1			32.6			89.8			67.7			22.1			32.6

Total Net Sales	$	761.0		$	543.0		$	218.0			40.1		$	761.0		$	543.0		$	218.0			40.1

Gross Material Margin
Metals	$	188.4		$	135.2		$	53.2			39.3	%	$	188.5		$	135.2		$	53.3			39.4	%
% of Metals Sales		28.1	%		28.4	%		(0.3	)%					28.1	%		28.4	%		(0.4	)%
Metals Special Charges		—			(1.6	)		1.6						—			(1.6	)		1.6
Plastics		29.1			23.4			5.7			24.3			29.1			23.4			5.7			24.4
% of Plastics Sales		32.4	%		34.6	%		(2.2	)%					32.4	%		34.6	%		(2.2	)%


Total Gross Material Margin	$	217.5		$	157.0		$	60.5			38.5	%	$	217.6		$	157.0		$	60.6			38.6	%
% of Total Sales		28.6	%		28.9	%		(0.3	)%					28.6	%		28.9	%		(0.3	)%

Operating Expense
Metals	$	(155.4	)	$	(141.0	)	$	(14.4	)		(10.2	)%	$	155.4		$	141.0		$	(14.4	)		10.2	%
Metals Impairment		—			(6.5	)		6.5						—			6.5			6.5
Plastics		(23.6	)		(20.6	)		(3.0	)		(14.6	)		23.6			20.6			(3.0	)		14.6
Other		(4.9	)		(2.6	)		(2.3	)					7.1			4.7			(2.4	)		51.1


Total Operating Expense	$	(183.9	)	$	(170.7	)	$	(13.2	)		(7.7	)%	$	186.1		$	172.8		$	(13.3	)		7.7	%
% of Total Sales		(24.2	)%		(35.9	)%		11.7	%					(24.5	)%		(31.8	)%		7.4	%

Operating Income (Loss)
Metals	$	33.0		$	(5.8	)	$	38.8					$	33.1		$	(5.8	)	$	38.9
% of Metals Sales		4.3	%		(1.2	)%		5.5	%					4.9	%		(1.2	)%		6.2	%
Metals Special Charges and Impairment		—			(8.1	)		8.1						—			(8.1	)		8.1
Plastics		5.5			2.8			2.7						5.5			2.8			2.7
% of Plastics Sales		6.1	%		4.1	%		2.0	%					6.1	%		4.1	%		2.0	%
Other		(4.9	)		(2.6	)		(2.3	)					(7.1	)		(4.7	)		(2.4	)


Total Operating Income (Loss)	$	33.6		$	(13.7	)	$	47.3					$	31.5		$	(15.8	)	$	47.3
% of Total Sales		4.4	%		(2.5	)%		6.9	%					4.1	%		(2.9	)%		7.0	%



	*Year Ended December 31,*
	*2003*			*2002*			*Fav/(Unfav)*			*% Change*

Net Sales
Metals	$	475.3		$	477.7		$	(2.4	)		(0.5	)%
Plastics		67.7			60.4			7.3			12.1


Total Net Sales	$	543.0		$	538.1		$	4.9			0.9	%
Gross Material Margin
Metals	$	135.2		$	138.9		$	(3.7	)		(2.7	)%
% of Metals Sales		28.4	%		29.1	%		(0.7	)%
Metals Special Charges		(1.6	)		—			(1.6	)
Plastics		23.4			21.2			2.2			10.4
% of Plastics Sales		34.6	%		35.1	%		(0.5	)%


Total Gross Material Margin	$	157.0		$	160.1		$	(3.1	)		(1.9	)%
% of Total Sales		28.9	%		29.8	%		(0.8	)%

Operating Expense
Metals	$	(141.0	)	$	(142.8	)	$	1.8			1.3	%
Metals Impairment		(6.5	)		—			(6.5	)		—
Plastics		(20.6	)		(18.8	)		(1.8	)		(9.6	)
Other		(2.6	)		(2.9	)		0.3			10.3


Total Operating Expense	$	(170.7	)	$	(164.5	)	$	(6.2	)		(3.8	)%
% of Total Sales		(35.9	)%		(30.6	)%		(0.9	)%

Operating Income (Loss)
Metals	$	(5.8	)	$	(3.9	)	$	(1.9	)
% of Metals Sales		(1.2	)%		(0.8	)%		(0.4	)%
Metals Special Charges and Impairment		(8.1	)		—			(8.1	)

Plastics		2.8			2.4			0.4
% of Plastics Sales		4.1	%		4.0	%		8.3	%
Other		(2.6	)		(2.9	)		0.3


Total Operating Loss	$	(13.7	)	$	(4.4	)	$	(9.3	)
% of Total Sales		(2.5	)%		(0.8	)%		(1.7	)%


		Actual
~~“Other” includes costs of executive and legal departments which are shared by both operating segments of the Company.~~	Required	12/31/05

Debt-to-Capital Ratio	< 0.55	0.26

Working Capital-to-Debt Ratio	>1.00	2.70

Book Value of Equity	$123.9 Million	$175.5 Million


			Less		One to				More
			Than One		Three		Three to		Than Five
Payments Due In	Total		Year		Years		Five Years		Years

Long-Term Debt Obligations	$	80,060	$	6,233	$	13,411	$	17,580	$	42,836
Interest Payments on Debt Obligations (a)		29,224		5,008		12,733		5,813		5,670
Capital Lease Obligations		1,548		534		913		101		—
Operating Lease Obligations		56,265		11,258		20,091		14,278		10,638
Purchase Obligations (b)		226,231		217,834		8,397		—		—
Other (c)		5,858		5,858		—		—		—

Total	$	399,186	$	246,725	$	55,545	$	37,772	$	59,144



Payments Due In	Debt		Leases		Total

2005	$	11,607	$	12,305	$	23,912
2006		16,390		11,803		28,193
2007		16,390		10,038		26,428
2008		19,304		8,969		28,273
2009		16,600		6,993		23,593
Later Years		21,088		13,763		34,851

Total	$	101,379	$	63,871	$	165,250



	Years Ended December 31,
(Dollars in thousands, except per share data)	2004			2003			2002

Net sales	$	760,997		$	543,031		$	538,143
Cost of material sold		(543,426	)		(384,459	)		(377,997	)
Special charges (Note 8)		—			(1,624	)		—

Gross material margin		217,571			156,948			160,146
Plant and delivery expense		(95,229	)		(87,055	)		(87,902	)
Sales, general, and administrative expense		(79,986	)		(68,339	)		(67,720	)
Depreciation and amortization expense		(8,751	)		(8,839	)		(8,895	)
Impairment and other operating expenses (Note 8)		—			(6,456	)		—

Total other operating expense		(183,966	)		(170,689	)		(164,517	)
Operating income (loss)		33,605			(13,741	)		(4,371	)
Interest expense, net (Note 10)		(8,968	)		(9,709	)		(7,459	)
Discount on sale of accounts receivable (Note 9)		(969	)		(1,157	)		(3,429	)

Income (loss) from continuing operations before income taxes and unconsolidated subsidiaries		23,668			(24,607	)		(15,259	)

Income taxes (Note 6):
Federal- current		(920	)		2,243			10,646
- deferred		(6,913	)		6,224			(5,878	)
State - current		(1,256	)		478			(637	)
- deferred		(855	)		(204	)		1,587

		(9,944	)		8,741			5,718

Net income (loss) before equity in unconsolidated subsidiaries and before discontinued operations		13,724			(15,866	)		(9,541	)

Equity earnings of joint ventures, net of tax		3,153			83			268
Impairment to joint venture investment and advances, net of taxes (Note 8)		—			(2,094	)		—

Net income (loss) before discontinued operations		16,877			(17,877	)		(9,273	)

Discontinued operations (Note 7):
Loss from discontinued operations; net of income tax (benefit) of ($40) and $187		—			—			(26	)
Loss on disposal of subsidiary, net of income (benefit) of ($115) and ($188)		—			(172	)		(752	)


Net income (loss)	$	16,877		$	(18,049	)	$	(10,051	)
Preferred dividends		(957	)		(961	)		(103	)

Net income (loss) applicable to common stock	$	15,920		$	(19,010	)	$	(10,154	)


Basic earnings (loss) per share
Net income (loss) before discontinued operations	$	1.01		$	(1.19	)	$	(0.63	)
Discontinued operations		—			(0.01	)		(0.05	)

	$	1.01		$	(1.20	)	$	(0.68	)


Diluted earnings (loss) per share
Net income (loss) before discontinued operations	$	1.01		$	(1.19	)	$	(0.63	)
Discontinued operations		—			(0.01	)		(0.05	)

	$	1.01		$	(1.20	)	$	(0.68	)



	Years Ended December 31,
(Dollars in thousands)	2004			2003			2002

Assets
Current assets
Cash and equivalents (Note 1)	$	3,106		$	2,455		$	918
Accounts receivable, less allowances of $1,760 in 2004, $526 in 2003, and $693 in 2002(Note 9)		80,323			54,232			34,273
Inventories (principally on last-in first-out basis) (latest cost higher by approximately $92,500 in 2004, $42,800 in 2003 and $39,000 in 2002 (Note 1)		135,588			117,270			131,704
Income tax receivable (Note 6)		169			660			9,897
Advances to joint ventures and other current assets		7,325			7,184			7,930
Assets held for sale		995			1,067			—

Total current assets		227,506			182,868			184,722
Investment in joint ventures (Note 5)		8,463			5,492			7,278
Goodwill (Note 1)		32,201			31,643			31,947
Pension asset (Note 4)		42,262			42,075			40,359
Advances to joint ventures and other assets		7,586			8,688			6,754
Property, plant and equipment, at cost (Notes 1 and 5)
Land		4,771			4,767			6,025
Building		45,514			45,346			53,322
Machinery and equipment		124,641			118,447			125,376

		174,926			168,560			184,723
Less - accumulated depreciation		(109,928	)		(100,386	)		(103,188	)

		64,998			68,174			81,535

Total assets	$	383,016		$	338,940		$	352,595


Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	93,342		$	67,601		$	64,192
Accrued payroll and employee benefits (Note 4)		15,215			10,809			10,101
Accrued liabilities		7,801			8,336			5,991
Current and deferred income taxes (Note 6)		4,349			4,852			4,351
Current portion of long-term debt (Note 10)		11,607			8,248			3,546

Total current liabilities		132,314			99,846			88,181
Long-term debt, less current portion (Note 10)		89,771			100,034			108,801
Deferred income taxes (Note 6)		19,668			13,963			21,101
Deferred gain on sale of assets		6,465			7,304			—
Minority interest		1,644			1,456			1,352
Post retirement benefits obligations (Note 4)		2,905			2,683			2,236
Commitments and contingencies		—			—			—
Stockholders’ equity (Notes 11 and 12)
Preferred stock, no par value - 10,000,000 shares authorized; 12,000 shares issued and outstanding		11,239			11,239			11,239
Common stock, $0.01 par value - authorized 30,000,000 shares; issued and outstanding 15,806,366 in 2004, 15,796,439 in 2003, 15,799,126 in 2002		159			159			158
Additional paid in capital		35,082			35,009			35,017
Earnings reinvested in the business		82,400			66,480			85,490
Accumulated other comprehensive income (loss)		1,616			1,042			(555	)
Other - deferred compensation		(2	)		(30	)		(195	)
Treasury stock, at cost - 62,065 shares in 2004, 43,686 shares in 2003 and 41,001 shares in 2002		(245	)		(245	)		(230	)

Total stockholders’ equity		130,249			113,654			130,924

Total liabilities and stockholders’ equity	$	383,016		$	338,940		$	352,595



								Capital
								Received									Accumulated
								in Excess									Other
	Preferred		Common		Treasury			of Par			Retained			Deferred			Comprehensive
	Stock		Stock		Stock			Value			Earnings			Compensation			Loss			Total

Balance at January 1, 2002	$	—	$	142	$	(4,159	)	$	27,483		$	95,644		$	(401	)	$	(1,475	)	$	117,234

Comprehensive Loss:
Net loss												(10,051	)								(10,051	)
Foreign currency translation																		621			621
Pension liability adjustment(net of income tax of $199)																		299			299

Total comprehensive loss																					(9,430	)
Stock issuances		11,239																			11,239
Preferred Dividends												(103	)								(103	)
Contribution to pension plan				16		3,839			7,485												11,340
Other						90			49						206						345

Balance at December 31, 2002		11,239		158		(230	)		35,017			85,490			(195	)		(555	)		130,924

Comprehensive Loss:
Net loss												(18,049	)								(18,049	)
Foreign currency translation																		1,691			1,691
Pension liability adjustment(net of income tax of $63)																		(94	)		(94	)

Total comprehensive loss																					(16,358	)
Preferred Dividends												(961	)								(961	)
Other				1		(15	)		(8	)					165						143

Balance at December 31, 2003		11,239		159		(245	)		35,009			66,480			(30	)		1,042			113,654


Comprehensive Loss:
Net income												16,877									16,877
Foreign currency translation																		1,009			1,009
Pension liability adjustment(net of income tax of $287)																		(435	)		(435	)

Total comprehensive loss																					17,451
Preferred Dividends												(957	)								(957	)
Other									73						28						101

Balance at December 31, 2004	$	11,239	$	159	$	(245	)	$	35,082		$	82,400		$	(2	)	$	1,616		$	130,249


																Accumulated
								Add’l					Other-			Other
	Preferred		Common		Treasury			Paid-in		Retained			Deferred			Comprehensive
(Dollars in thousands)	Stock		Stock		Stock			Capital		Earnings			Compensation			Income			Total

Balance at January 1, 2003 — as previously reported	$	11,239	$	158	$	(230	)	$	35,017	$	85,490		$	(195	)	$	(555	)	$	130,924

Cumulative effect on prior years of applying FAS123R retrospectively									6,335		(6,343	)								(8	)
Balance at January 1, 2003 — as adjusted	$	11,239	$	158	$	(230	)	$	41,352	$	79,147		$	(195	)	$	(555	)	$	130,916


Comprehensive Loss:
Net loss											(20,064	)								(20,064	)
Foreign currency translation																	1,691			1,691
Pension liability adjustment																	(94	)		(94	)

Total comprehensive loss																				(18,467	)
Preferred Dividends											(961	)								(961	)
Other				1		(15	)		2,015					165						2,166

Balance at December 31, 2003	$	11,239	$	159	$	(245	)	$	43,367	$	58,122		$	(30	)	$	1,042		$	113,654


Comprehensive Income:
Net income											15,417									15,417
Foreign currency translation																	1,009			1,009
Pension liability adjustment																	(435	)		(435	)

Total comprehensive income																				15,991
Preferred Dividends											(957	)								(957	)
Exercise of stock options and other									1,685					28						1,713

Balance at December 31, 2004	$	11,239	$	159	$	(245	)	$	45,052	$	72,582		$	(2	)	$	1,616		$	130,401


Comprehensive Income:
Net income											38,909									38,909
Foreign currency translation																	1,151			1,151
Pension liability adjustment																	(397	)		(397	)

Total comprehensive income																				39,663
Preferred Dividends											(961	)								(961	)
Long-term incentive plan									2,143											2,143
Exercise of stock options and other				7		(9,471	)		13,721					2						4,259

Balance at December 31, 2005	$	11,239	$	166	$	(9,716	)	$	60,916	$	110,530		$	—		$	2,370		$	175,505


*		Income (loss) from continuing operations less preferred dividend



Year ending December 31,

2005	$	12,305
2006		11,803
2007		10,038
2008		8,969
2009		6,993
Later years		13,763

Total minimum payments required		63,871


(dollars in thousands)	Estimated Future Benefit Payments

2006	$	3,881
2007		3,925
2008		4,059
2009		4,239
2010		4,434
2011 — 2015		26,765



	Combined						Combined
For the Years Ended December 31,	2004		2003		2002		2005		2004		2003

Revenues	$	133.1	$	105.0	$	145.5	$	130.9	$	133.1	$	105.0
Gross material margin		26.3		16.1		27.3		23.8		26.3		16.1
Pre-tax income		10.7		0.3		0.7
Net income								8.6		10.7		0.3
Current assets		52.3		40.9		60.7		40.0		52.3		40.9
Non-current assets		8.9		11.7		15.5		8.4		8.9		11.7
Current liabilities		42.9		41.0		57.8		25.9		42.9		41.0
Non-current liabilities		2.2		3.4		4.7		1.7		2.2		3.4
Partners equity		16.2		8.2		13.6

Members’ equity								20.8		16.2		8.2
Capital expenditures								14.1		13.5		12.9
Depreciation								6.1		5.2		4.2


				Weighted Average
				Exercise
	Shares			Price		Price Range

December 31, 2002		1,784,035		$	10.71	$	6.39 — $23.88
Granted		397,500			5.20		4.79 — 5.21
Forfeitures		(105,582	)		9.94		6.39 — 20.25

December 31, 2003		2,075,953		$	9.73	$	4.79 — $23.88
Granted		52,500			8.52		8.52
Forfeitures		(223,130	)		14.43		5.21 — 23.12
Exercised		(21,637	)		5.23		5.21 — 7.02

December 31, 2004		1,883,686		$	9.10	$	4.79 — $28.25
Granted		67,500			14.50		14.27 — 15.49
Forfeitures		(20,443	)		11.82		6.39 — 15.08
Exercised		(1,281,679	)		8.97		5.21 — 24.10

December 31, 2005		649,064		$	9.79	$	5.21 — $28.25



				.Avg.
				Exercise
	Shares			Price		Price Range

December 31, 2001		1,625,085		$	14.09	$	10.00	— $23.88
Granted		657,230			6.83		6.39	— 10.74
Forfeitures/Tendered		(395,612	)		18.18		10.00	— 23.88

December 31, 2002		1,886,703			10.71		6.39	— 23.88
Granted		397,500			5.20		4.79	— 5.21
Forfeitures/Tendered.		(208,250	)		9.94		6.39	— 20.25

December 31, 2003		2,075,953			9.73		4.79	— 23.88
Granted		52,500			8.52			8.52
Forfeitures		(244,767	)		14.43		5.21	— 23.12

December 31, 2004		1,883,686		$	9.10	$	4.79	— $28.25


				Weighted-Average
	Actual			Grant Date
Non-vested Shares	Shares			Fair Value

Non-vested at January 1, 2005		474,637		$	5.72
Granted		67,500			9.45
Vested		(340,745	)		3.99
Forfeited		(7,392	)		2.21

Non-vested at December 31, 2005		194,000		$	5.39


	2005			2004

Foreign currency translation gains	$	3,503		$	2,352
Minimum pension liability adjustments (net of income taxes)		(1,133	)		(736	)

Total accumulated other comprehensive income	$	2,370		$	1,616



	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter

2004 quarters
Net sales	$	175,634		$	188,221		$	199,341		$	197,803
Gross material margin		51,153			56,356			57,308			52,754
Net income		2,062			5,758			5,847			2,249
Net income per share basic	$	0.13		$	0.36		$	0.37		$	0.14
Net income per share diluted	$	0.13		$	0.35		$	0.35		$	0.15

2003 quarters
Net sales	$	141,646		$	133,947		$	134,917		$	132,520
Gross material margin		43,202			38,884			38,969			35,893
Net loss		(1,645	)		(9,271	)		(2,579	)		(5,516	)
Net loss per share basic and diluted	$	(0.10	)	$	(0.59	)	$	(0.16	)	$	(0.35	)


	Restated						As Previously Reported
			Net Income						Net Income
			Applicable						Applicable
			to Common						to Common
	Net Income		Stock		EPS*		Net Income		Stock		EPS*

2005
Q1	$	11,770	$	11,530	$	0.65	$	12,118	$	11,878	$	0.70
Q2		13,485		13,245		0.73		12,982		12,742		0.72
Q3		10,317		10,077		0.56		10,284		10,044		0.56

2004
Q1		1,863		1,624		0.10		2,301		2,062		0.13
Q2		5,568		5,329		0.30		5,997		5,758		0.35
Q3		5,857		5,618		0.32		6,086		5,847		0.36
Q4		2,129		1,889		0.12		2,489		2,249		0.15

		significance of the adjustments, the significance of controls over inventory to the preparation of reliable financial statements, and the absence of other mitigating controls to detect the adjustments.

	•	Management did not adequately analyze and review certain financial statement accounts in the period-end financial closing and reporting process and, as a result, adjustments that were not individually material to the financial statements were required at December 31, 2004, to (1) increase the allowance for doubtful accounts, (2) reduce the accrual for insurance reserves, and (3) increase the provision for income taxes. Due to the misstatements identified, the potential for further misstatements as a result of the internal control deficiencies, and the significance of the financial closing and reporting process to the preparation of reliable financial statements, there is a more than remote likelihood that a material misstatement of the interim and annual financial statements would not have been prevented or detected.