Page 1 of 10
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended |
| 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 | (I.R.S. Employer Identification No.) | |
incorporation of organization) |
3400 North Wolf Road, Franklin Park, Illinois | 60131 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone, including area code | 847/455-7111 |
None
(Former name, former address and former fiscal year, if changed since last year)
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.
Yes | X | No | ___ |
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class | Outstanding at |
Common Stock, No Par Value |
|
Page 2 of 10
A. M. CASTLE & CO.
Part I. FINANCIAL INFORMATION
Page | ||||
Number | ||||
Part I. | Financial Information | |||
Item 1. | Financial |
| ||
Condensed Balance Sheets | 3 | |||
Comparative Statements of Cash Flows | 3 | |||
Comparative Statements of Income | 4 | |||
Notes to Condensed Financial Statements |
| |||
Item 2. | Management's Discussion and Analysis of Financial | |||
Conditions and Results of Operations |
| |||
Part II. | Other Information | |||
Item 1. | Legal Proceedings |
| ||
Item |
|
| ||
| Exhibits and Reports on Form 8-K | 9 |
Page 3 of 10
CONDENSED BALANCE SHEETS
(Dollars in thousands except per share data) | (Unaudited) | June 30, | December 31, | June 30, | ||
ASSETS | 2001 | 2000 | 2000 | |||
Cash | $ 2,603 | $ 2,079 | $ 4,017 | |||
Accounts receivable, net | 85,224 | 91,636 | 99,290 | |||
Inventories (principally on last-in, first-out basis) | 158,451 | 163,206 | 184,497 | |||
Income tax receivable | 2,889 | 4,116 | - | |||
Other current assets | 1,843 | 1,426 | 1,958 | |||
Total current assets | $251,010 | $262,463 | $289,762 | |||
Investment in joint ventures | 9,591 | 9,714 | 11,812 | |||
Prepaid expenses and other assets | 56,630 | 55,566 | 55,510 | |||
Fixed assets, net | 90,966 | 91,108 | 100,319 | |||
Total assets | $408,197 | $418,851 | $457,403 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Accounts payable | $ 72,678 | $ 84,734 | $118,628 | |||
Accrued liabilities | 16,299 | 17,854 | 16,368 | |||
Income taxes payable | 2,383 | 1,130 | 5,786 | |||
Current portion of long-term debt | 3,425 | 3,425 | 3,914 | |||
Total current liabilities | $ 94,785 | $107,143 | $144,696 | |||
Long-term debt, less current portion | 165,799 | 161,135 | 150,884 | |||
Deferred income taxes | 18,574 | 18,096 | 16,257 | |||
Minority interest | 1,187 | 971 | 736 | |||
Post retirement benefit obligations. | 2,130 | 2,265 | 2,217 | |||
Stockholders' equity | 125,722 | 129,241 | 142,613 | |||
Total liabilities and stockholders' equity | $408,197 | $418,851 | $457,403 | |||
SHARES OUTSTANDING | 14,111 | 14,061 | 14,048 | |||
BOOK VALUE PER SHARE | $ 8.91 | $ 9.19 | $ 10.15 | |||
WORKING CAPITAL | $156,225 | $155,320 | $145,066 | |||
WORKING CAPITAL PER SHARE | $ 11.07 | $ 11.05 | $ 10.33 | |||
DEBT TO CAPITAL | 57.4% | 56.0% | 52.0% | |||
CONDENSED STATEMENTS OF CASH FLOWS | (Unaudited) | |||||
(Dollars in thousands) | For the Six Months | |||||
Ended June 30, | ||||||
Cash flows from operating activities: | 2001 | 2000 | ||||
Net income | $ 930 | $ 6,602 | ||||
Depreciation | 4,732 | 4,924 | ||||
Other | (521) | (6,886) | ||||
Cash provided from operating activities before | ||||||
working capital changes | 5,141 | 4,640 | ||||
(Increase) decrease in working capital | (743) | (15,720) | ||||
Net cash provided from (used by) operating activities | 4,398 | (11,080) | ||||
Cash flows from investing activities: | ||||||
Investments and acquisitions | - | (4,050) | ||||
Capital expenditures, net of sales proceeds | (4,089) | (5,889) | ||||
Net cash provided from (used by) investing activities | (4,089) | (9,939) | ||||
Cash flows from financing activities: | ||||||
Long-term borrowings, net | 4,664 | 28,258 | ||||
Dividends paid | (4,461) | (5,484) | ||||
Other | 12 | (316) | ||||
Net cash provided from (used by) financing activities | 215 | 22,458 | ||||
Net increase (decrease) in cash | $ 524 | $ 1,439 | ||||
Cash - beginning of year | 2,079 | 2,578 | ||||
Cash - end of period | $ 2,603 | $ 4,017 | ||||
Supplemental cash disclosure - cash paid during the period: | ||||||
Interest | $ 5,303 | $ 4,751 | ||||
Income taxes | $ (2,127) | $ 2,910 |
CONDENSED BALANCE SHEETS | |||||
(Dollars in thousands except per share data)(unaudited) | Sept. 30, | Dec. 31, | Sept. 30, | ||
ASSETS | 2001 | 2000 | 2000 | ||
Cash | $ 3,404 | $ 2,079 | $ 2,458 | ||
Accounts receivable, net | 29,631 | 91,636 | 103,153 | ||
Inventories (principally on last-in, first-out basis) | 145,417 | 163,206 | 188,751 | ||
Income tax receivable | 6,435 | 4,116 | --- | ||
Other current assets | 3,847 | 1,426 | 2,383 | ||
Total current assets | $188,734 | $262,463 | $296,745 | ||
Investment in joint ventures | 9,764 | 9,714 | 12,392 | ||
Prepaid expenses and other assets | 59,020 | 55,566 | 55,524 | ||
Fixed assets, net | 88,273 | 91,108 | 97,338 | ||
Total assets | $345,791 | $418,851 | $461,999 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Accounts payable | $ 59,636 | $ 84,734 | $105,253 | ||
Accrued liabilities | 15,947 | 17,854 | 15,980 | ||
Income taxes payable | 4,024 | 1,130 | 4,300 | ||
Current portion of long-term debt | 2,697 | 3,425 | 3,021 | ||
Total current liabilities | $ 82,304 | $107,143 | $128,554 | ||
Long-term debt, less current portion | 118,940 | 161,135 | 171,920 | ||
Deferred income taxes | 19,275 | 18,096 | 17,236 | ||
Minority interest | 1,225 | 971 | 842 | ||
Other Liabilities | 2,178 | 2,265 | 2,254 | ||
Stockholders' equity | 121,869 | 129,241 | 141,193 | ||
Total liabilities and stockholders' equity | $345,791 | $418,851 | $461,999 | ||
SHARES OUTSTANDING | 14,111 | 14,061 | 14,061 | ||
BOOK VALUE PER SHARE | $ 8.64 | $ 9.19 | $ 10.04 | ||
WORKING CAPITAL | $106,430 | $155,320 | $168,191 | ||
WORKING CAPITAL PER SHARE | $ 7.54 | $ 11.05 | $ 11.96 | ||
DEBT TO CAPITAL | 50.0% | 56.0% | 55.3% | ||
CONDENSED STATEMENTS OF CASH FLOWS | (Unaudited) | ||||
(Dollars in thousands) | For the Nine Months | ||||
Ended Sept. 30, | |||||
Cash flows from operating activities: | 2001 | 2000 | |||
Net income | $ (1,223) | $ 7,981 | |||
Depreciation | 7,079 | 7,102 | |||
Other | (2,460) | (6,844) | |||
Cash provided from operating activities before | |||||
working capital changes | 3,396 | 8,239 | |||
Sale of accounts receivable | 53,700 | -- | |||
(Increase) in other working capital | (3,209) | (39,237) | |||
Net cash provided from (used by) operating activities | 53,887 | (30,998) | |||
Cash flows from investing activities: | |||||
Investments and acquisitions | -- | (4,050) | |||
Capital expenditures, net of sales proceeds | (3,490) | (4,876) | |||
Net cash provided (used by) from investing activities | (3,490) | (8,926) | |||
Cash flows from financing activities: | |||||
Long-term borrowings, net | (42,923) | 48,401 | |||
Dividends paid | (6,160) | (8,245) | |||
Other | 11 | (352) | |||
Net cash provided (used by) from financing activities | (49,072) | 39,804 | |||
Net increase (decrease) in cash | $ 1,325 | $ (120) | |||
Cash - beginning of year | 2,079 | 2,578 | |||
Cash - end of period | $ 3,404 | $ 2,458 | |||
Supplemental cash disclosure - cash paid during the period | |||||
Interest | $ 7,575 | $ 7,406 | |||
Income taxes | $ (2,169) | $ 5,079 |
Page 4 of 10
COMPARATIVE STATEMENTS OF INCOME | ||||||
(Dollars in thousands, except per share data) | ||||||
For the Three and Nine Months Ended September 30, | For The Three | For The Nine | ||||
(Unaudited) | Months Ended | Months Ended | ||||
Sept. 30, | Sept. 30, | |||||
2001 | 2000 | 2001 | 2000 | |||
Net sales | $143,601 | $184,958 | $485,816 | $572,475 | ||
Cost of material sold | 101,574 | 130,354 | 340,373 | 400,195 | ||
Gross profit on sales | 42,027 | 54,604 | 145,443 | 172,280 | ||
Operating expenses | 39,734 | 47,452 | 131,529 | 144,405 | ||
Depreciation and amortization expense | 2,347 | 2,178 | 7,079 | 7,102 | ||
Interest expense, net | 2,435 | 2,669 | 7,563 | 7,409 | ||
Sale of accounts receivable | 910 | -- | 910 | -- | ||
(Loss) income before taxes | (3,399) | 2,305 | (1,638) | 13,364 | ||
Income Taxes: | ||||||
Federal | (1,025) | 747 | (385) | 4,351 | ||
State | (221) | 179 | (30) | 1,032 | ||
(1,246) | 926 | (415) | 5,383 | |||
Net (loss) income | $ (2,153) | $ 1,379 | $ (1,223) | $ 7,981 | ||
Net (loss) income per share (basic and diluted) | $ (0.15) | $ 0.10 | $ (0.09) | $ 0.57 | ||
Financial Ratios: | ||||||
Return on sales | (1.50)% | .75% | (0.25)% | 1.39% | ||
Asset turnover | 1.66 | 1.60 | 1.87 | 1.66 | ||
Return on assets | (2.49)% | 1.19% | (0.47)% | 2.31% | ||
Leverage factor | 2.68 | 3.26 | 2.68 | 3.25 | ||
Return on opening stockholders' equity | (6.66)% | 3.89% | (1.26)% | 7.50% | ||
Other Data: | ||||||
Cash dividends paid | $ 1,699 | $ 2,761 | $ 6,160 | $ 8,245 | ||
Dividends per share | $ 0.120 | $ 0.195 | $ 0.435 | $ 0.585 | ||
Average number of shares outstanding | 14,111 | 14,061 | 14,088 | 14,052 |
COMPARATIVE STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
For the Three Months | For The Six Months | |||
Ended June 30, | Ended June 30, | |||
(Unaudited) | 2001 | 2000 | 2001 | 2000 |
Net sales | $158,569 | $192,278 | $342,215 | $387,517 |
Cost of material sold | 110,693 | 133,896 | 238,799 | 269,841 |
Gross profit on sales | 47,876 | 58,382 | 103,416 | 117,676 |
Operating expenses | 42,728 | 48,729 | 91,795 | 96,953 |
Depreciation and amortization expense | 2,335 | 2,486 | 4,732 | 4,924 |
Interest expense, net | 2,525 | 2,436 | 5,128 | 4,740 |
Income before taxes | 288 | 4,731 | 1,761 | 11,059 |
Income Taxes: | ||||
Federal | 115 | 1,552 | 640 | 3,604 |
State | 46 | 343 | 191 | 853 |
161 | 1,895 | 831 | 4,457 | |
Net income | $ 127 | $ 2,836 | $ 930 | $ 6,602 |
Net income per share | $ 0.01 | $ 0.20 | $ 0.07 | $ 0.47 |
Diluted income per share | $ 0.01 | $ 0.20 | $ 0.07 | $ 0.47 |
Financial Ratios: | ||||
Return on sales | 0.08% | 1.47% | 0.27% | 1.70% |
Asset turnover | 1.55 | 1.68 | 1.68 | 1.69 |
Return on assets | 0.12% | 2.48% | 0.46% | 2.89% |
Leverage factor | 3.16 | 3.23 | 3.16 | 3.23 |
Return on opening stockholders' equity | 0.39% | 8.00% | 1.44% | 9.31% |
Other Data: | ||||
Cash dividends paid | $1,700 | $2,742 | $4,461 | $5,484 |
Dividends per share | $0.120 | $0.195 | $0.315 | $0.390 |
Average number of shares outstanding | 14,094 | 14,048 | 14,077 | 14,048 |
Inventory determination under the LIFO method can only be made at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO determinations, including those at JuneSeptember 30, 2001, December 31, 2000 and JuneSeptember 30, 2000, must necessarily be based on management's estimates of expected year-endyear end inventory levels and costs. Since future estimates of inventory levels and costs are subject to certain forces beyond the control of management, interim financial results are subject to fiscal year endyear-end LIFO inventory valuations. It is estimated that if September 30, 2001 inventory levels and prices hold constant through the end of the year, an additional charge of $1.0 to $2.0 million would be made to cost of sales.
Current replacement cost of inventories exceeds book value by $42.9 million, $42.9 million and $47.4$44.6 million at JuneSeptember 30, 2001, December 31, 2000 and JuneSeptember 30, 2000, respectively. Taxes on income would become payable on any realization of this excess from reductions in the level of inventories.
Page 5 of 10
A. M. CASTLE & CO.
Notes to Condensed Financial Statements
1. | Condensed Financial Statements | Condensed Financial Statements | ||||||||
The condensed financial statements included herein are unaudited, except for the balance sheet at December 31, 2000, which is condensed from the audited financial statements at that date. The Company believes that the disclosures are adequate to make the information not misleading; however, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited statements, included herein, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, the cash flows, and the results of operations for the periods then ended. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. The 2001 interim results reported herein may not necessarily be indicative of the results of operations for the full year 2001. | ||||||||||
The condensed financial statements included herein are unaudited, except for the balance sheet at December 31, 2000, which is condensed from the audited financial statements at that date. The Company believes that the disclosures are adequate to make the information not misleading; however, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited statements, included herein, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, the cash flows, and the results of operations for the periods then ended. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. The 2001 interim results reported herein may not necessarily be indicative of the results of operations for the full year 2001. | ||||||||||
2. | Earnings Per Share | Earnings Per Share | ||||||||
In accordance with SFAS No. 128 "Earnings per Share" below is a reconciliation of the basic and diluted earnings per share calculations for the periods reported (dollars and shares in thousands): | In accordance with SFAS No. 128 "Earnings per Share" below is a reconciliation of the basic and diluted earnings per share calculations for the periods reported (dollars and shares in thousands): | |||||||||
For The Three | For The Six | For The Three | For The Nine | |||||||
Months Ended | Months Ended | Months Ended | Months Ended | |||||||
June 30, | June 30, | Sept. 30, | Sept. 30, | |||||||
2001 | 2000 | 2001 | 2000 | 2001 | 2000 | 2001 | 2000 | |||
Net (Loss) Income | $(2,153) | $1,379 | $(1,223) | $7,981 | ||||||
Net Income | $ 127 | $2,836 | $ 930 | $6,602 | Weighted average common shares outstanding | 14,111 | 14,061 | 14,088 | 14,052 | |
Dilutive effect of outstanding employee and | ||||||||||
Weighted average common shares outstanding | 14,094 | 14,048 | 14,077 | 14,048 | directors' common stock options | -- | -- | -- | -- | |
Dilutive effect of outstanding employees and | Diluted common shares outstanding | 14,111 | 14,061 | 14,088 | 14,052 | |||||
directors' common stock option | 38 | - | 10 | - | ||||||
Basic earnings per share | $ (.15) | $ .10 | $ (.09) | $ .57 | ||||||
Diluted common shares outstanding | 14,132 | 14,048 | 14,087 | 14,048 | ||||||
Diluted earnings per share | $ (.15) | $ .10 | $ (.09) | $ .57 | ||||||
Basic earnings per share | $ .01 | $ .20 | $ 0.07 | $ 0.47 | ||||||
Diluted earnings per share | $ .01 | $ .20 | $ 0.07 | $ 0.47 | Outstanding employee and directors' | |||||
common stock options having no | ||||||||||
Outstanding employee and directors' | dilutive effect | 1,668 | 820 | 1,668 | 820 | |||||
common stock options having no | ||||||||||
dilutive effect | 939 | 809 | 939 | 809 | ||||||
3. | Segments | |||||||||
The Company has reviewed the business activities of its divisions and subsidiaries in accordance with the requirements of SFAS No. 131. The Company has concluded that its business activities fall into one identifiable business segment as approximately 91% of all revenues are derived from the distribution of its specialty metals products. These products are purchased, warehoused, processed and sold using essentially the same systems, facilities, sales force and distribution network. |
Page
Page 6 of 10
3. | Accounts Receivable Securitization |
On September 27, 2001, the Company and certain of its subsidiaries completed arrangements for a $65 million 364-day trade receivables securitization facility with a financial institution. The Company is utilizing a special purpose, non-owned, bankruptcy remote company (Castle Funding Corp.) for the sole purpose of buying receivables from the Company and those selected subsidiaries and selling an undivided interest in all eligible trade accounts receivable to a commercial paper conduit. Castle Funding Corp. retains an undivided percentage interest in the pool of accounts receivable and bad debt losses are allocated first to this retained interest. Funding under the facility is limited to the lesser of a funding base comprised of eligible receivables or $65 million. Since Castle Funding Corp.' s sole purpose is to purchase accounts receivable from the Company, it is required by the Financial Accounting Standards Board (FASB) that the special purpose company be consolidated with the Company even though it is non- owned. The sales of accounts receivable are reflected as a reduction of "accounts receivable, net" in the Condensed Balance Sheet and the proceeds received are included in net cash provided from operating activities in the Condensed Statement of Cash Flows. Sales proceeds from the receivables are less than the face amount of accounts receivable sold by an amount equal to a discount on sales that approximates the conduit's financing cost of issuing their own commercial paper, which is backed by their ownership interests in the accounts receivable sold by the special purpose company, plus an agreed upon margin. These costs are charged to "sale of accounts receivable" in the Comparative Statement of Income. Generally, the facility provides that as payments are collected from the sold accounts receivable, the special purpose vehicle may elect to have the commercial paper conduit reinvest the proceeds in new accounts receivable. The commercial paper conduit, in addition to their rights to collect payments from that portion of the interests in the accounts receivable that is owned by them, also has the right to collect payments from that portion of the ownership interest in the accounts receivable that is owned by the special purpose company. In calculating the fair market value of the receivables, the book value of the receivables represent the best estimate of the fair value due to the current nature of these items. The facility, which expires on September 26, 2002, requires early amortization if the special purpose company does not maintain a minimum equity requirement or if certain ratios related to the collectibility of the receivables are not maintained. As of September 30, 2001 $64.9 million of accounts receivable had been sold to Castle Funding Corp. and of this amount $53.7 million was sold to the commercial paper conduit which was the maximum amount which could be sold based on the September 30, 2001 eligible receivable balance. During the third quarter of 2001 and the first nine months of 2001, the Company incurred one-time costs of $0.9 million relating to the sales of accounts receivable. |
Page 7 of 10
4. | New Accounting Standard | |
The Financial Accounting Standards Board (FASB) issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities", which is effective for fiscal years beginning after June 15, 2000. The Company was required to and has adopted SFAS No. 137 on January 1, 2001. The adoption did not have a significant effect on the Company's consolidated results of operations or financial position during 2001. | ||
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141, requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001, clarifies the criteria for recognition of intangible assets separately from goodwill and requires that unallocated negative goodwill be written-off immediately as an extraordinary gain. SFAS No. 142, effective for fiscal years beginning after December 15, 2001, requires that ratable amortization of goodwill be replaced with periodic tests of goodwill impairment and that intangible assets, other than goodwill, which have determinable useful lives, be amortized over their useful lives. The Company is required to and will adopt SFAS Nos. 141 and 142 beginning January 1, 2002. The Company is currently assessing the Statements and has not yet determined the impact of its adop tion on its financial statements. | ||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results | |
Results of Operations | ||
| ||
Quarterly sales totalled Gross profit for the quarter went down by $12.6 million (23.0%) to $42.0 million due mainly to sales volume reductions. Total gross margin percentage decreased slightly from 29.5% to 29.3%. For the first nine months of 2001 total gross profit was down $26.8 million (15.6%) while the gross margin percentage remained relatively constant on a year-to-date basis at 29.9% and 30.0%, respectively. |
Page 8 of 10 | ||
| ||
|
Page 7 of 10
Net interest expense for the Late in the third quarter of | |
Liquidity and Capital Resources | |
Accounts receivable decreased by $53.7 million of the decrease was due to the sale of the receivables under the new accounts receivable securitization agreement. The remainder of the decrease is attributable to the reduction in sales volume. Net inventory Total long-term debt | |
For the nine months ended September 30, 2001 cash provided from operating activities totalled $53.9. The positive cash flow was due almost entirely to the use of the accounts receivable securitization facility which is the primary source of short-term funds. The Company has The Company projects positive cash flow from operations for the quarter and year ended December 31, 2001 |
Page 8 of 10
Part II. OTHER INFORMATION
Item 1. | Legal Proceedings | ||||||
There are no material legal proceedings other than ordinary routine litigation incidental to the business of the Registrant. | |||||||
Item 4. | Submission of Matters to a Vote of Security Holders | ||||||
(a) | The Annual Meeting of Stockholders was held on April 26, 2001. | ||||||
(b) | At the Annual Meeting the full Board of Directors were elected. The following are the individual members and the voting results: | ||||||
DIRECTOR | FOR | WITHHELD | ABSTAINING | ||||
Daniel T. Carroll | 11,394,339 | 143,902 | 2 | ||||
Edward F. Culliton | 11,395,011 | 143,230 | 2 | ||||
Robert W. Grubbs | 11,395,011 | 143,230 | 2 | ||||
William K. Hall | 11,395,011 | 143,230 | 2 | ||||
Robert S. Hamada | 11,394,340 | 143,901 | 2 | ||||
Patrick J. Herbert, III | 11,394,340 | 143,901 | 2 | ||||
John P. Keller | 11,395,011 | 143,230 | 2 | ||||
John W. McCarter, Jr. | 11,395,011 | 143,230 | 2 | ||||
John McCartney | 11,395,011 | 143,230 | 2 | ||||
G. Thomas McKane | 11,394,340 | 143,901 | 2 | ||||
John W. Puth | 11,395,011 | 143,230 | 2 | ||||
Michael Simpson | 11,395,011 | 143,230 | 2 | ||||
(c)(1) | At the Annual Meeting the Stockholders ratified and adopted the Company's Restricted Stock and Stock Option Plan authorizing 1,200,000 shares for use under the Plan. The results of the voting were - 8,942,892 shares voted for the proposal; 721,675 shares voted against; and 105,198 shares abstained. | ||||||
(c)(2) | At the Annual Meeting the Stockholders ratified and approved the change of the Company's state of incorporation from a Delaware corporation to a Maryland corporation effectuated through a statutory merger of the Company into a newly formed Maryland corporation. The results of the voting were - 8,428,934 shares for the proposal; 1,290,812 shares against the proposal; and 50,025 shares abstained. |
Page 9 of 10 | |||
Part II. OTHER INFORMATION | |||
Item 1. | Legal Proceedings | ||
|
| ||
| |||
| Exhibits and Reports on Form 8-K | ||
(a) | None | ||
(b) |
|
Page 10 of 10
SIGNATURES
Pursuant to the requirements 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. | |
(Registrant) | |
Date: | By: / ss/J.A. Podojil |
J. A. Podojil - Treasurer/Controller | |
(Mr. Podojil is the Chief Accounting Officer and has been authorized to sign on behalf of the Registrant.) |