UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For Quarterly Period Ended ~~September 30, 2013~~March 31, 2014 or,



¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

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 of organization)	(I.R.S. Employer Identification No.)

1420 Kensington Road, Suite 220, Oak Brook, Illinois	60523
(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 report)

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 ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No ¨

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



Large Accelerated Filer	¨	Accelerated Filer	ý
Non-Accelerated Filer	¨	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class	Outstanding as of ~~October~~April 25, ~~2013~~2014
Common Stock, $0.01 Par Value	~~23,373,093~~23,477,820 shares

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A. M. CASTLE & CO.

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Amounts in thousands, except par value and per share data

CONDENSED CONSOLIDATED BALANCE SHEETS
	As of						As of
	September 30, 2013			December 31, 2012			March 31, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	41,494		$	21,607		$	25,708		$	30,829
Accounts receivable, less allowances of $3,127 and $3,529	146,707			138,311
Inventories, principally on last-in first-out basis (replacement cost higher by $134,765 and $139,940)	243,711			303,772
Accounts receivable, less allowances of $3,515 and $3,463							145,911			128,544
Inventories, principally on last-in first-out basis (replacement cost higher by $129,638 and $130,854)							213,846			214,900
Prepaid expenses and other current assets	12,351			11,369			11,293			9,927
Deferred income taxes	3,571			3,723			1,924			3,242
Income tax receivable	8,410			7,596			3,694			3,249
Total current assets	456,244			486,378			402,376			390,691
Investment in joint venture	40,179			38,854			43,179			41,879
Goodwill	69,783			70,300			68,754			69,289
Intangible assets	72,989			82,477			65,968			69,489
Prepaid pension cost	14,851			12,891			16,758			16,515
Other assets	16,509			18,266			14,529			15,265
Property, plant and equipment
Land	4,919			5,195			4,915			4,917
Building	53,253			52,884
Buildings							54,160			53,252
Machinery and equipment	177,160			178,664			181,270			179,632
Property, plant and equipment, at cost	235,332			236,743			240,345			237,801
Less - accumulated depreciation	(160,076		)	(157,103		)	(165,131		)	(161,107		)
Property, plant and equipment, net	75,256			79,640			75,214			76,694
Total assets	$	745,811		$	788,806		$	686,778		$	679,822
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	85,818		$	67,990		$	88,274		$	69,577
Accrued liabilities	45,450			36,564			34,727			30,007
Income taxes payable	820			1,563			1,187			1,360
Current portion of long-term debt	398			415			396			397
Short-term debt	—			500
Total current liabilities	132,486			107,032			124,584			101,341
Long-term debt, less current portion	259,298			296,154			246,601			245,599
Deferred income taxes	18,318			32,350			10,149			10,733
Other non-current liabilities	6,151			5,279			5,184			5,646
Pension and post retirement benefit obligations	10,928			10,651			6,543			6,609
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value—9,988 shares authorized (including 400 Series B Junior Preferred $0.00 par value shares); no shares issued and outstanding at September 30, 2013 and December 31, 2012	—			—
Common stock, $0.01 par value—60,000 shares authorized and 23,452 shares issued and 23,354 outstanding at September 30, 2013 and 23,211 shares issued and 23,152 outstanding at December 31, 2012	234			232
Preferred stock, $0.01 par value—9,988 shares authorized (including 400 Series B Junior Preferred $0.00 par value shares); no shares issued and outstanding at March 31, 2014 and December 31, 2013							—			—
Common stock, $0.01 par value—60,000 shares authorized and 23,567 shares issued and 23,439 outstanding at March 31, 2014 and 23,471 shares issued and 23,409 outstanding at December 31, 2013							235			234
Additional paid-in capital	223,484			219,619			224,787			223,893
Retained earnings	117,907			139,239			89,279			105,277
Accumulated other comprehensive loss	(21,611		)	(21,071		)	(18,905		)	(18,743		)
Treasury stock, at cost—98 shares at September 30, 2013 and 59 shares at December 31, 2012	(1,384		)	(679		)
Treasury stock, at cost—128 shares at March 31, 2014 and 62 shares at December 31, 2013							(1,679		)	(767		)
Total stockholders’ equity	318,630			337,340			293,717			309,894
Total liabilities and stockholders’ equity	$	745,811		$	788,806		$	686,778		$	679,822

The accompanying notes are an integral part of these statements.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS												CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended
	September 30,						September 30,						March 31,
	2013			2012			2013			2012			2014			2013
Net sales	$	253,713		$	304,039		$	819,837		$	996,347		$	253,410		$	292,714
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization)	186,758			218,015			607,650			722,663			188,531			219,431
Warehouse, processing and delivery expense	34,808			36,894			106,212			113,894			35,381			35,584
Sales, general and administrative expense	27,886			32,380			85,428			102,237			29,624			29,876
Restructuring charges	885			—			8,703			—			739			2,225
Depreciation and amortization expense	6,400			6,263			19,604			19,350			6,457			6,571
Operating (loss) income	(3,024		)	10,487			(7,760		)	38,203
Operating loss													(7,322		)	(973		)
Interest expense, net	(10,177		)	(10,280		)	(30,455		)	(30,437		)	(9,952		)	(10,188		)
Interest expense - unrealized loss on debt conversion option	—			—			—			(15,597		)
Other income (expense)	166			2,061			(1,388		)	1,812
(Loss) income before income taxes and equity in earnings of joint venture	(13,035		)	2,268			(39,603		)	(6,019		)
Other expense													(682		)	(2,299		)
Loss before income taxes and equity in earnings of joint venture													(17,956		)	(13,460		)
Income taxes	4,271			(453		)	13,455			(4,185		)	51			1,369
(Loss) income before equity in earnings of joint venture	(8,764		)	1,815			(26,148		)	(10,204		)
Loss before equity in earnings of joint venture													(17,905		)	(12,091		)
Equity in earnings of joint venture	1,853			1,358			4,816			6,099			1,907			1,469
Net (loss) income	$	(6,911	)	$	3,173		$	(21,332	)	$	(4,105	)
Net loss													$	(15,998	)	$	(10,622	)

Basic (loss) income per share	$	(0.30	)	$	0.14		$	(0.92	)	$	(0.18	)
Diluted (loss) income per share	$	(0.30	)	$	0.13		$	(0.92	)	$	(0.18	)
Basic loss per share													$	(0.69	)	$	(0.46	)
Diluted loss per share													$	(0.69	)	$	(0.46	)
Dividends per common share	$	—		$	—		$	—		$	—		$	—		$	—
Comprehensive (loss) income	$	(5,641	)	$	6,123		$	(21,872	)	$	(1,415	)
Comprehensive loss													$	(16,160	)	$	(10,244	)

The accompanying notes are an integral part of these statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS						CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30,						For the Three Months Ended March 31,
	2013			2012			2014			2013
Operating activities:
Net loss	$	(21,332	)	$	(4,105	)	$	(15,998	)	$	(10,622	)
Adjustments to reconcile net loss to net cash from (used in) operating activities:
Adjustments to reconcile net loss to net cash (used in) from operating activities:
Depreciation and amortization	19,604			19,350			6,457			6,571
Amortization of deferred (gain) loss	(1,024		)	133
Amortization of deferred financing costs and debt discount	5,283			4,621			1,927			1,710
(Gain) loss on sale of fixed assets	(2		)	409
Unrealized loss on debt conversion option	—			15,597
Unrealized losses (gains) on commodity hedges	566			(192		)
Unrealized (gains) losses on commodity hedges							(208		)	1,031
Equity in earnings of joint venture	(4,816		)	(6,099		)	(1,907		)	(1,469		)
Dividends from joint venture	3,492			1,828			607			2,692
Deferred tax (benefit) expense	(14,523		)	542
Share-based compensation expense	2,101			3,061
Excess tax benefits from share-based payment arrangements	(471		)	(63		)
Deferred tax provision (benefit)							571			(417		)
Other, net							243			(510		)
Increase (decrease) from changes in:
Accounts receivable	(9,107		)	11,877			(17,930		)	(25,763		)
Inventories	59,028			(82,616		)	904			32,272
Prepaid expenses and other current assets	(1,034		)	(6,047		)	(1,365		)	(395		)
Other assets	(167		)	(2,293		)	1,972			55
Prepaid pension costs	(261		)	(1,357		)	173			(1,219		)
Accounts payable	18,290			16,943			18,423			23,344
Income taxes payable and receivable	(1,147		)	1,798			(1,454		)	(1,218		)
Accrued liabilities	10,001			13,852			4,818			6,299
Postretirement benefit obligations and other liabilities	1,221			(168		)	(102		)	224
Net cash from (used in) operating activities	65,702			(12,929		)
Net cash (used in) from operating activities							(2,869		)	32,585
Investing activities:
Capital expenditures	(7,582		)	(8,991		)	(2,012		)	(1,881		)
Proceeds from sale of fixed assets	765			22
Other investing activities							46			468
Net cash used in investing activities	(6,817		)	(8,969		)	(1,966		)	(1,413		)
Financing activities:
Short-term borrowings (repayments), net	(501		)	500
Proceeds from long-term debt	115,300			576,477			11,506			106,500
Repayments of long-term debt	(155,192		)	(564,273		)	(11,605		)	(137,869		)
Payment of debt issue costs	—			(1,503		)
Exercise of stock options	1,045			104
Excess tax benefits from share-based payment arrangements	471			63
Net cash (used in) from financing activities	(38,877		)	11,368
Other financing activities							45			651
Net cash used in financing activities							(54		)	(30,718		)
Effect of exchange rate changes on cash and cash equivalents	(121		)	(6		)	(232		)	(691		)
Net change in cash and cash equivalents	19,887			(10,536		)	(5,121		)	(237		)
Cash and cash equivalents - beginning of year	21,607			30,524			30,829			21,607
Cash and cash equivalents - end of period	$	41,494		$	19,988		$	25,708		$	21,370

The accompanying notes are an integral part of these statements.

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A. M. Castle & Co.

Notes to Condensed Consolidated Financial Statements

Unaudited - Amounts in thousands except per share data and percentages

(1) Condensed Consolidated Financial Statements

The condensed consolidated financial statements included herein have been prepared by A. M. Castle & Co. and subsidiaries (the “Company”), without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Condensed Consolidated Balance Sheet at December 31, ~~2012~~2013 is derived from the audited financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited statements, included herein, contain all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of financial results for the interim period. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form ~~10-K, as amended.~~10-K. The ~~2013~~2014 interim results reported herein may not necessarily be indicative of the results of the Company’s operations for the full year.

~~Reclassification~~ ~~— To conform with current presentation, the Company has reclassified~~ ~~2012~~ ~~amounts related to foreign currency transaction gains (losses) to other income (expense) beginning in the first quarter of~~ ~~2013~~. Such amounts were previously recorded in sales, general and administrative expense in the condensed consolidated statements of operations and other comprehensive loss. GAAP provides several alternatives for presenting foreign currency transaction gains (losses). The Company believes its new presentation will be most useful to investors as it is consistent with the way the Company views its operating performance internally and will also allow for better comparability of the Company's operating performance with certain companies within its industry.

~~Refer below for the impact on the presentation in the condensed consolidated statements of operations and comprehensive loss:~~

For the Three Months Ended For the Nine Months Ended
September 30, 2012 September 30, 2012
As Previously Reported After Reclassification As Previously Reported After Reclassification
Sales, general and administrative expense $ 30,319
$ 32,380
$ 100,425
$ 102,237
Other income (expense) —
2,061
—
1,812

(2) New Accounting Standards

Standards Updates Adopted

Effective January 1, ~~2013,~~2014, the Company adopted Accounting Standards Update ("ASU") No. ~~2013-01, “Clarifying the Scope~~2013-11, “Presentation of Disclosures about Offsetting Assets and Liabilities.” The amendments in this ASU clarify that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or ~~Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement.~~a Tax Credit Carryforward Exists.” The amendments in this ASU require an entity to ~~disclose information to enable users~~present an unrecognized tax benefit, or a portion of ~~its~~an unrecognized tax benefit, in the financial statements as a reduction to ~~evaluate~~a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward except when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available or when the ~~effect or potential effect of netting arrangements on its financial position~~deferred tax asset is not intended for recognized assets and liabilities, including the effect or potential effect of rights of set off associated with an entity’s recognized assets and recognized liabilities within the scope of Topic 210.this purpose. The adoption of this ASU did not have ana material impact on the Company's financial ~~condition, liquidity or operating results. The disclosure requirements associated with the adoption of ASU 2011-11 are reflected in~~ ~~Note 5~~.

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Effective January 1, 2013, the Company adopted the guidance in ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” related to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments in this ASU require the Company to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The Company is also required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, the Company is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The disclosure requirements associated with the adoption of ASU 2013-02 are reflected in ~~Note 10~~.condition.

(3) Earnings Per Share

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock plus common stock equivalents. Common stock equivalents consist of employee and director stock options, restricted stock awards, other share-based payment awards, and contingently issuable shares related to the Company’s convertible debt which are included in the calculation of weighted average shares outstanding using the treasury stock method, if dilutive. The following table is a reconciliation of the basic and diluted earnings per share calculations for the ~~three and~~ ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013:


	For the Three Months Ended					For the Nine Months Ended						Three months ended
	September 30,					September 30,						March 31,
	2013			2012		2013			2012			2014			2013
Numerator:
Net (loss) income	$	(6,911	)	$	3,173	$	(21,332	)	$	(4,105	)
Net loss												$	(15,998	)	$	(10,622	)
Denominator:
Denominator for basic loss per share:
Weighted average common shares outstanding	23,242			23,019		23,182			22,982			23,324			23,127
Effect of dilutive securities:
Outstanding common stock equivalents	—			880		—			—			—			—
Denominator for diluted earnings per share	23,242			23,899		23,182			22,982			23,324			23,127
Basic (loss) income per share	$	(0.30	)	$	0.14	$	(0.92	)	$	(0.18	)
Diluted (loss) income per share	$	(0.30	)	$	0.13	$	(0.92	)	$	(0.18	)
Basic loss per share												$	(0.69	)	$	(0.46	)
Diluted loss per share												$	(0.69	)	$	(0.46	)
Excluded outstanding share-based awards having an anti-dilutive effect	1,057			222		1,057			222			1,049			1,316
Excluded "in the money" portion of Convertible Notes having an anti-dilutive effect	2,030			—		2,149			588			1,610			2,054

The Convertible Notes are dilutive to the extent the Company generates net income and the average stock price during the period is greater than ~~$10.28~~,$10.28, the conversion price of the Convertible Notes. The Convertible Notes are only dilutive for the “in the money” portion of the Convertible Notes that could be settled with the Company’s stock. In future periods,

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absent a fundamental change, (as defined in the Convertible Notes agreement), the outstanding Convertible Notes could increase diluted average shares outstanding by a maximum of approximately 5,600 shares.

(4) Inventories

Approximately 80% of the Company’s inventories are valued at the lower of LIFO cost or market. Final inventory determination under the LIFO costing method is made at the end of each fiscal year based on the actual inventory levels and costs at that time. Interim LIFO determinations, including those at ~~5,600~~March 31, 2014 ~~shares.~~, are based on management’s estimates of future inventory levels and costs for the balance of the current fiscal year. The Company values its LIFO increments using the cost of its latest purchases during the periods reported.

~~For the three and~~Current replacement cost of inventories exceeded book value by ~~nine months ended September 30, 2013~~$129,638 and ~~2012~~$130,854 at March 31, 2014 and December 31, 2013, respectively. Income taxes would become payable on any realization of this excess from reductions in the level of inventories.

(5) Joint Venture

Kreher Steel Company, LLC is a 50% owned joint venture of the Company. Kreher is a national distributor and processor of carbon and alloy steel bar products, headquartered in Melrose Park, Illinois.

The following information summarizes financial data for this joint venture for the three months ended March 31, 2014 and 2013:



	Three months ended March 31,
	2014		2013
Net sales	$	65,251	$	57,329
Cost of materials	54,303		48,219
Income before taxes	4,804		3,356
Net income	3,814		2,938

(6) Goodwill and Intangible Assets

The changes in carrying amounts of goodwill during the three months ended March 31, 2014 were as follows:



	Metals Segment			Plastics Segment		Total
Balance as of January 1, 2014
Goodwill	$	116,533		$	12,973	$	129,506
Accumulated impairment losses	(60,217		)	—		(60,217		)
Balance as of January 1, 2014	56,316			12,973		69,289
Currency valuation	(535		)	—		(535		)
Balance as of March 31, 2014
Goodwill	115,998			12,973		128,971
Accumulated impairment losses	(60,217		)	—		(60,217		)
Balance as of March 31, 2014	$	55,781		$	12,973	$	68,754

During the fourth quarter of fiscal year 2013, the Company changed its goodwill testing date for both the Metals and Plastics reporting units from January 1 to December 1. Based on the December 1, 2013 test, the Company determined that there was no impairment of goodwill. The Metals and Plastics reporting units each had estimated fair values that exceeded carrying values by 13% and 23%, respectively, as of December 1, 2013. For the three months ended March 31, 2014, the ~~participating securities,~~Company’s Metals reporting unit experienced weaker demand than anticipated, which ~~represent certain non-vested shares granted by~~led to larger than anticipated negative financial operating results for the ~~Company, were less than~~period. Based on these results, as noted below, management assessed whether an interim goodwill impairment test should be performed for the Metals reporting unit and concluded that one was not required. ~~one~~As of March 31, 2014, the impact of the negative quarterly financial operating results on the fair value estimate of the Metals reporting unit is not significant. Current trends within the Metals reporting unit as of March 31, 2014 ~~percent~~suggest that future period cash flow estimates are still reasonable. Additionally, the multiples of ~~total securities. These securities do not participate in the Company’s net (loss) income.~~earnings before interest, taxes, depreciation and amortization for metals companies as of March 31, 2014 continue to

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4)support the multiple used to value the Metals reporting unit at December 1, 2013. Management believes that it is more likely than not that the Metals reporting unit fair value has not decreased below its carrying value as of March 31, 2014. However, if positive trends do not continue to build and/or there is a continued unfavorable divergence in actual financial results compared to those used to estimate the Metals reporting unit fair value at December 1, 2013, the fair value of the Metals reporting unit could be impacted significantly which may result in a goodwill impairment charge. Additionally, future declines in the Company’s share price may also result in a conclusion that that the fair value of one of both of its reporting units has declined below its carrying value.

The following table summarizes the components of intangible assets:



	March 31, 2014				December 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	117,141	$	57,579	$	117,794	$	55,157
Non-compete agreements	3,888		3,652		3,888		3,569
Trade name	7,953		2,114		8,025		1,939
Developed technology	1,400		1,069		1,400		953
Total	$	130,382	$	64,414	$	131,107	$	61,618

Substantially all of the Company’s intangible assets were acquired as part of the acquisitions of Transtar on September 5, 2006 and Tube Supply on December 15, 2011.

For the three months ended March 31, 2014 and 2013, the aggregate amortization expense was $2,916 and $2,956, respectively.

The following is a summary of the estimated annual amortization expense for 2014 and each of the next 4 years:



2014	$	11,639
2015	10,872
2016	10,872
2017	8,849
2018	4,728

(7) Debt

~~Short-term and long-term~~Long-term debt consisted of the following:


	September 30, 2013			December 31, 2012			March 31, 2014			December 31, 2013
SHORT-TERM DEBT
Foreign	$	—		$	500
Total short-term debt	—			500
LONG-TERM DEBT
12.75% Senior Secured Notes due December 15, 2016	225,000			225,000			$	210,000		$	210,000
7.0% Convertible Notes due December 15, 2017	57,500			57,500			57,500			57,500
Revolving Credit Facility due December 15, 2015	—			39,500			—			—
Other, primarily capital leases	1,099			1,400			895			998
Total long-term debt	283,599			323,400			268,395			268,498
Less: unamortized discount	(23,903		)	(26,831		)	(21,398		)	(22,502		)
Less: current portion	(398		)	(415		)	(396		)	(397		)
Total long-term portion	259,298			296,154			246,601			245,599
TOTAL SHORT-TERM AND LONG-TERM DEBT	$	259,696		$	297,069
TOTAL DEBT							$	246,997		$	245,996

During December of 2011, the Company issued $225,000 aggregate principal amount of 12.75% Senior Secured Notes due 2016 (the “Secured Notes”), $57,500 aggregate principal amount of 7.0% Convertible Senior Notes due 2017 (the “Convertible Notes”) and entered into a $100,000 senior secured asset based revolving credit facility (the “Revolving Credit Facility”). Net proceeds from these transactions (collectively referred to as the “Debt Transactions”)

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were used to complete the acquisition of Tube Supply, repay existing debt and for general corporate purposes. In November 2013, the Company purchased and subsequently retired $15,000 aggregate principal amount of the Secured Notes. In January 2014, the Company partially exercised the accordion option under its revolving credit facility to increase the aggregate commitments by $25,000. As a result, the Company's borrowing capacity increased from $100,000 to $125,000, and the Company maintains the ability to exercise the accordion for an additional $25,000 of aggregate commitments in the future.

Secured Notes

The Secured Notes will mature on December 15, 2016. The Company ~~will pay~~pays interest on the Secured Notes at a rate of 12.75% per annum in cash semi-annually. The Secured Notes are fully and unconditionally guaranteed, jointly and severally, by certain 100% owned domestic subsidiaries of the Company (the Note Guarantors). Refer to Note 16 for Guarantor Financial Information disclosure.

Subject to certain conditions, within 95 days after the end of each fiscal year, the Company must make an offer to purchase the Secured Notes with certain of its excess cash flow (as defined in the indenture) for such fiscal year at 103% of the principal amount thereof, plus accrued and unpaid interest. For the fiscal year ended December 31, 2013, the Company estimated that it had no excess cash flow (as defined in the indenture) and therefore, the Company did not make an offer to purchase the Secured Notes.

Convertible Notes

The Convertible Notes are due December 15, 2017. The Company pays interest on the Convertible Notes at a rate of 7.0% per annum in cash semi-annually. The Convertible Note holders may convert their Convertible Notes during the three months immediately succeeding ~~September 30, 2013~~March 31, 2014, as the last reported sale price of the Company's common stock exceeded $13.36 for at least 20 of the last 30 consecutive trading days ending on ~~September 30, 2013~~March 31, 2014. If any Convertible Notes were to be surrendered, the Company would settle them via a combination of cash and shares of its common stock. If all the Convertible Notes were to be surrendered, the Company has estimated that it would deliver cash of $57,500 and issue approximately ~~2,061~~1,644 shares of common stock. Although the conversion of the Convertible Notes is outside the control of the Company at ~~September 30, 2013~~March 31, 2014, the ~~discounted~~carrying value of the outstanding Convertible Notes are classified as long-term debt in the Consolidated Balance ~~Sheets~~Sheet at ~~September 30, 2013~~March 31, 2014, as the Company would have the ability and intent to utilize its ~~revolving credit facility,~~Revolving Credit Facility, which is classified as long-term, to settle the cash portion of the conversion.

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Revolving Credit Facility

The weighted average interest rate for borrowings under the Revolving Credit Facility for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 was ~~2.69%~~3.12%. ~~As of~~ ~~September 30, 2013, there were~~ no ~~cash borrowings outstanding under the Revolving Credit Facility.~~ The Company pays certain customary recurring fees with respect to the Revolving Credit Facility.

The Revolving Credit ~~facility~~Facility contains a springing financial maintenance covenant requiring the Company to maintain the ratio (as defined in the ~~agreement)~~Revolving Credit Facility Loan and Security Agreement) of EBITDA to fixed charges of 1.1 to 1.0 when excess availability is less than the greater of 10% of the calculated borrowing base (as defined in the ~~agreement)~~Revolving Credit Facility Loan and Security Agreement) or $~~10,000~~12,500. In addition, if excess availability is less than the greater of 12.5% of the calculated borrowing base (as defined in the ~~agreement)~~Revolving Credit Facility Loan and Security Agreement) or $~~12,500~~15,625, the lender has the right to take full dominion of the Company’s cash collections and apply these proceeds to outstanding loans under the Revolving Credit ~~Agreement.~~Facility. The Company's ratio of EBITDA to fixed charges was 0.14 for the twelve months ended March 31, 2014. At this ratio, the Company's current maximum borrowing capacity would be $99,683 before triggering full dominion of the Company's cash collections. As of ~~September 30, 2013~~March 31, 2014, the ~~Company’s excess availability~~Company had $115,308 of ~~$89,834~~ ~~was above such thresholds.~~of available borrowing capacity under the Revolving Credit Facility.

~~(5)~~

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(8) Fair Value Measurements

The three-tier value hierarchy the Company utilizes, which prioritizes the inputs used in the valuation methodologies, is:

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.

The fair value of cash, accounts receivable and accounts payable approximate their carrying values. The fair value of cash equivalents are determined using the fair value hierarchy described above. Cash equivalents consisting of money market funds are valued based on quoted prices in active markets and as a result are classified as Level 1.

The Company’s pension plan asset portfolio as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013 is primarily invested in fixed income securities, which generally fall within Level 2 of the fair value hierarchy. Fixed income securities are valued based on evaluated prices provided to the trustee by independent pricing services. Such prices may be determined by factors which include, but are not limited to, market quotations, yields, maturities, call features, ratings, institutional size trading in similar groups of securities and developments related to specific securities.

Fair Value Measurements of Debt

The fair value of the Company’s Secured Notes as of ~~September 30, 2013~~March 31, 2014 was estimated to be $~~258,750~~235,725 compared to a carrying value of $~~219,328~~205,380. The fair value for the Secured Notes is determined based on recent trades of the bonds and fall within Level 2 of the fair value hierarchy.

The fair value of the Convertible Notes as of ~~September 30, 2013~~March 31, 2014 was approximately $~~98,853~~89,370 compared to a carrying value of $~~39,269~~40,722. The fair value of the Convertible Notes, which fall within Level 3 of the fair value hierarchy, is determined based on similar debt instruments that do not contain a conversion feature, as well as other factors related to the callable nature of the notes.

The main inputs and assumptions into the fair value model for the Convertible Notes at ~~September 30, 2013~~March 31, 2014 were as follows:


Company's stock price at the end of the period	$	16.10		$	14.69
Expected volatility	21.5		%	27.2		%
Credit spreads	4.95		%	5.05		%
Risk-free interest rate	1.01		%	1.32		%

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Fair Value Measurements of Commodity Hedges

The Company has a commodity hedging program to mitigate risks associated with certain commodity price fluctuations. At ~~September 30, 2013~~March 31, 2014, the Company had executed forward contracts that extend through 2016. The counterparty to these contracts is not considered a credit risk by the Company. At ~~September 30, 2013~~March 31, 2014, the notional value associated with forward contracts was $~~14,169~~11,156. The Company recorded, through cost of materials, arealized and unrealized net ~~gain~~losses of $~~354~~286 and ~~net loss of~~ $~~1,819~~1,299 for the three ~~and nine~~ months ended ~~September 30, 2013, respectively, and a net gain of~~ ~~$987~~March 31, 2014 and ~~net loss of~~ ~~$24~~ ~~for the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2012~~March 31, 2013, respectively, as a result of the change in the fair value of the contracts. As of ~~September 30,~~March 31, 2014 and December 31, 2013, all commodity hedge contracts were in a liability position. ~~As of~~ ~~December 31, 2012, a receivable of~~ ~~$19~~ ~~associated with commodity hedge contracts was netted with the liability to derive the value disclosed in the table below.~~ Refer to Note 13 for letters of credit outstanding for collateral associated with commodity hedges.

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The Company uses information which is representative of readily observable market data when valuing derivatives liabilities associated with commodity hedges. The derivative liabilities are included in accrued liabilities and other non-current liabilities on the Company's balance sheets and classified as Level 2 in the table below.

The liabilities measured at fair value on a recurring basis were as follows:

Level 1 Level 2 Level 3 Total
As of September 30, 2013
Derivative liability for commodity hedges $ —
$ 3,079
$ —
$ 3,079
As of December 31, 2012
Derivative liability for commodity hedges $ —
$ 2,494
$ —
$ 2,494

~~(6) Segment Reporting~~

The Company distributes and performs processing on both metals and plastics. Although the distribution processes are similar, the customer markets, supplier bases and types of products are different. Additionally, the Company’s Chief Executive Officer, the chief operating decision-maker, reviews and manages these ~~two~~ ~~businesses separately. As such, these businesses are considered reportable segments and are reported accordingly.~~

In its Metals segment, the Company’s marketing strategy focuses on distributing highly engineered specialty grades and alloys of metals as well as providing specialized processing services designed to meet very precise specifications. Core products include alloy, aluminum, stainless, nickel, titanium and carbon. Inventories of these products assume many forms such as plate, sheet, extrusions, round bar, hexagon bar, square and flat bar, tubing 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, trepanning machinery, boring machinery, honing equipment, 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 that thermally process, turn, polish and straighten alloy and carbon bar.

The Company’s Plastics segment consists exclusively of a wholly-owned subsidiary that operates as Total Plastics, Inc. (“TPI”) headquartered in Kalamazoo, Michigan, and its wholly-owned subsidiaries. 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 Plastics segment’s diverse customer base consists of companies in the retail (point-of-purchase), automotive, marine, office furniture and fixtures, safety products, life sciences applications, and general manufacturing industries. TPI has locations throughout the upper northeast and midwest regions of the U.S. and one facility in Florida from which it services a wide variety of users of industrial plastics.

~~The accounting policies of all segments are the same as described in~~ ~~Note 1, “Basis of Presentation and Significant Accounting Policies” in the Company’s Annual Report on Form 10-K, as amended, for the year ended~~ ~~December 31, 2012. Management evaluates the performance of its business segments based on operating income.~~

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~~Segment information for the~~ ~~three months ended September 30, 2013~~ ~~and~~ ~~2012~~ ~~is as follows:~~

Net
Sales

Operating
(Loss) Income

Capital
Expenditures

Depreciation &
Amortization
2013
Metals segment $ 220,000
$ (1,536 ) $ 2,026
$ 5,980
Plastics segment 33,713
1,049
120
420
Other ^(a)
—
(2,537 ) —
—
Consolidated $ 253,713
$ (3,024 ) $ 2,146
$ 6,400
2012
Metals segment $ 272,445
$ 12,427
$ 3,232
$ 5,912
Plastics segment 31,594
1,011
800
351
Other ^(a)
—
(2,951 ) —
—
Consolidated $ 304,039
$ 10,487
$ 4,032
$ 6,263

~~Segment information for the~~ ~~nine months ended September 30, 2013~~ ~~and~~ ~~2012~~ ~~is as follows:~~

Net
Sales

Operating
(Loss) Income

Capital
Expenditures

Depreciation &
Amortization
2013
Metals segment $ 717,830
$ (4,387 ) $ 6,673
$ 18,356
Plastics segment 102,007
2,950
909
1,248
Other ^(a)
—
(6,323 ) —
—
Consolidated $ 819,837
$ (7,760 ) $ 7,582
$ 19,604
2012
Metals segment $ 901,581
$ 44,439
$ 6,552
$ 18,335
Plastics segment 94,766
2,612
1,571
1,015
Other ^(a)
—
(8,848 ) —
—
Consolidated $ 996,347
$ 38,203
$ 8,123
$ 19,350


~~(a)~~	~~“Other” – Operating income includes the costs of executive, legal and finance departments, which are shared by both the Metals and Plastics segments.~~

~~Below are reconciliations of segment data to consolidated (loss) income before income taxes for the~~ ~~three months ended September 30, 2013~~ ~~and~~ ~~2012~~:

September 30,
2013 2012
Operating (loss) income $ (3,024 ) $ 10,487
Interest expense, net (10,177 ) (10,280 )
Other income (expense) 166
2,061
(Loss) income before income taxes and equity in earnings of joint venture (13,035 ) 2,268
Equity in earnings of joint venture 1,853
1,358
Consolidated (loss) income before income taxes $ (11,182 ) $ 3,626

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~~Below are reconciliations of segment data to consolidated (loss) income before income taxes for the~~ ~~nine months ended September 30, 2013~~ ~~and~~ ~~2012~~:

September 30,
2013 2012
Operating (loss) income $ (7,760 ) $ 38,203
Interest expense, net (30,455 ) (30,437 )
Interest expense - unrealized loss on debt conversion option —
(15,597 )
Other income (expense) (1,388 ) 1,812
Loss before income taxes and equity in earnings of joint venture (39,603 ) (6,019 )
Equity in earnings of joint venture 4,816
6,099
Consolidated (loss) income before income taxes $ (34,787 ) $ 80

~~Segment information for total assets is as follows:~~

September 30,
2013 December 31,
2012
Metals segment $ 646,529
$ 693,803
Plastics segment 59,103
56,149
Other ^(a)
40,179
38,854
Consolidated $ 745,811
$ 788,806


^(a)	~~“Other” — Total assets consist of the Company's investment in joint venture.~~

~~(7) Goodwill and Intangible Assets~~

~~The changes in carrying amounts of goodwill during the~~ ~~nine months ended September 30, 2013~~ ~~were as follows:~~

Metals
Segment

Plastics
Segment
Total
Balance as of January 1, 2013
Goodwill $ 117,544
$ 12,973
$ 130,517
Accumulated impairment losses (60,217 ) —
(60,217 )
Balance as of January 1, 2013 57,327
12,973
70,300
Currency valuation (517 ) —
(517 )
Balance as of September 30, 2013
Goodwill 117,027
12,973
130,000
Accumulated impairment losses (60,217 ) —
(60,217 )
Balance as of September 30, 2013 $ 56,810
$ 12,973
$ 69,783

~~The Company’s annual test for goodwill impairment was completed as of January 1~~^st~~. Based on the January 1,~~ ~~2013~~ ~~test, the Company determined that there was~~ no impairment of goodwill. Due to organizational structure changes resulting from the Company's restructuring activities announced in January 2013, the Company combined the reporting units that previously comprised its Metals segment into a single reporting unit for purposes of goodwill impairment testing. The Company’s year-to-date operating results, among other factors, are considered in determining whether it is more-likely-than-not that the fair value for either of the two reporting units has declined below their respective carrying values, which would require the Company to perform an interim goodwill impairment test. Taking into consideration the results for the three and ~~nine months ended September 30, 2013~~ in which the Company experienced lower than anticipated demand, management does not believe it is more-likely-than-not that the fair value of either reporting unit has declined below carrying value. If the lower demand continues for a sustained period, this could change management's expectations of future financial results and/or key valuation assumptions used in determining the fair value of its reporting units, which could result in a goodwill impairment.

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~~The following table summarizes the components of intangible assets:~~

September 30, 2013 December 31, 2012

Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
Amortization
Customer relationships $ 118,387
$ 52,696
$ 119,118
$ 45,317
Non-compete agreements 3,888
3,485
3,888
3,235
Trade name 8,091
1,760
8,297
1,188
Developed technology 1,400
836
1,400
486
Total $ 131,766
$ 58,777
$ 132,703
$ 50,226

~~Substantially all of the Company’s intangible assets were acquired as part of the acquisitions of Transtar on September 5, 2006 and Tube Supply on December 15, 2011.~~

~~For the three months ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012, the aggregate amortization expense was~~ ~~$2,944~~ ~~and~~ ~~$2,961, respectively. For the~~ ~~nine months ended September 30, 2013~~ ~~and~~ ~~2012, the aggregate amortization expense was~~ ~~$8,855~~ ~~and~~ ~~$8,880, respectively.~~

~~The following is a summary of the estimated annual amortization expense for~~ ~~2013~~ ~~and each of the next 4 years:~~

2013 $ 11,789
2014 11,756
2015 10,989
2016 10,989
2017 8,966

~~(8) Inventories~~

~~Approximately~~ ~~eighty~~ percent of the Company’s inventories are valued at the lower of LIFO cost or market. Final inventory determination under the LIFO costing method is made at the end of each fiscal year based on the actual inventory levels and costs at that time. Interim LIFO determinations, including those at ~~September 30, 2013~~, are based on management’s estimates of future inventory levels and costs for the balance of the current fiscal year. The Company values its LIFO increments using the cost of its latest purchases during the periods reported.

~~Current replacement cost of inventories exceeded book value by~~ ~~$134,765~~ ~~and~~ ~~$139,940~~ at ~~September 30, 2013~~ ~~and~~ ~~December 31, 2012, respectively. Income taxes would become payable on any realization of this excess from reductions in the level of inventories.~~



	Level 1		Level 2		Level 3		Total
As of March 31, 2014
Derivative liability for commodity hedges	$	—	$	2,663	$	—	$	2,663
As of December 31, 2013
Derivative liability for commodity hedges	$	—	$	2,871	$	—	$	2,871

(9) ~~Share-based Compensation~~

The Company accounts for its share-based compensation arrangements by recognizing compensation expense for the fair value of the share awards granted ratably over their vesting period. All compensation expense related to share-based compensation arrangements is recorded in sales, general and administrative expense. The unrecognized compensation cost as of ~~September 30, 2013~~ ~~associated with all share-based payment arrangements is~~ ~~$5,679~~ ~~and the weighted average period over which it is to be expensed is~~ ~~1.4 years~~.

~~2013 Long-Term Compensation Plan~~

On March 6, 2013, the Human Resources Committee (the “Committee”) of the Board of Directors of the Company approved equity awards under the Company’s 2013 Long-Term Compensation Plan (“2013 LTC Plan”) for executive officers and other select personnel. The 2013 LTC Plan awards included restricted stock units (“RSUs”) and performance share units (“PSUs”). All 2013 LTC Plan awards are subject to the terms of the Company’s 2008 A.M. Castle & Co. Omnibus Incentive Plan, amended and restated as of April 25, 2013.

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~~The 2013 LTC Plan consists of three components of share-based payment awards as follows:~~

~~Restricted Share Units~~ ~~- The Company granted~~ ~~114~~ ~~RSUs with a grant date fair value of~~ ~~$16.29~~ ~~per share unit, which was established using the market price of the Company’s stock on the date of grant. The RSUs cliff vest on~~ ~~December 31, 2015. Each RSU that becomes vested entitles the participant to receive~~ ~~one~~ share of the Company’s common stock. The number of shares delivered may be reduced by the number of shares required to be withheld for federal and state withholding tax requirements (determined at the market price of Company shares at the time of payout).

~~Performance Share Units~~ ~~- The Company granted~~ ~~229~~ ~~PSUs, half of which contain a market-based performance condition and half of which contain a non-market-based performance condition.~~

~~PSUs containing a market-based performance condition~~ ~~- The potential award for PSUs containing a market-based performance condition is dependent on relative total shareholder return (“RTSR”), which is measured over a~~ ~~three-year performance period, beginning January 1~~^st of the year of grant. RTSR is measured against a group of peer companies either in the metals industry or in the industrial products distribution industry (the “RTSR Peer Group”). The number of performance shares, if any, that vest based on the performance achieved during the ~~three-year performance period, will vest at the end of the~~ ~~three-year performance period. Each performance share that becomes vested entitles the participant to receive~~ ~~one~~ ~~share of the Company’s common stock. The grant date fair value for the PSUs containing the RTSR market-based performance condition under the 2013 LTC Plan of~~ ~~$24.74~~ ~~was estimated using a Monte Carlo simulation with the following assumptions:~~



	~~2013~~
~~Expected volatility~~	~~59.5~~	%
~~Risk-free interest rate~~	~~0.38~~	%
~~Expected life (in years)~~	~~2.82~~
~~Expected dividend yield~~	—

Compensation expense for performance awards containing a market-based performance condition is recognized regardless of whether the market condition is achieved to the extent the requisite service period condition is met.

~~PSUs containing a non-market-based performance condition~~ - The potential award for PSUs containing a non-market-based performance condition is determined based on the Company’s average actual performance versus Company-specific target goals for Return on Invested Capital (“ROIC”) (as defined in the 2013 LTC Plan) for the ~~three-year performance period beginning on January 1~~^st of the year of grant. Partial performance awards can be earned for performance less than the target goal, but in excess of minimum goals and award distributions twice the target can be achieved if the maximum goals are met or exceeded. The number of performance shares, if any, that vest based on the performance achieved during the ~~three-year performance period, will vest at the end of the~~ ~~three~~-year performance period. Compensation expense recognized is based on management’s expectation of future performance compared to the pre-established performance goals. If the performance goals are not expected to be met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The grant date fair-value of the PSUs containing a non-market-based performance condition was established using the market price of the Company’s stock on the date of grant.

~~The award information associated with market and non-market-based performance condition awards is summarized below:~~

Share type
Grant Date
Fair Value

Estimated
Number of PSUs
to be Issued

Maximum Number of
PSUs that could
Potentially be Issued
Market-based performance condition $ 24.74
176
196
Non-market-based performance condition $ 16.29
—
196

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~~(10)~~ Stockholders’ Equity

Shareholder Rights Plan

In August 2012, the Company’s Board of Directors adopted a Shareholder Rights Plan (the “Rights Plan”) and declared a dividend of one right for each outstanding share of the Company’s common stock outstanding at the close of business on September 11, 2012. Pursuant to the Rights Plan, the Company issued one preferred stock purchase right (a “Right”) for each share of common stock outstanding on September 11, 2012. Each Right, once exercisable, represents the right to purchase one one-hundredth of a share (a “Unit”) of Series B Junior Preferred Stock of the Company, without par value, for $54.00, subject to adjustment. The Rights become exercisable in the event any individual person or entity, without Board approval, acquires 10% or more of the Company’s common stock, subject to certain exceptions. In these circumstances, each holder of a Right (other than rights held by the acquirer) will be entitled to purchase, at the then-current exercise price of the Right, additional shares of the Company’s common stock having a value of twice the exercise price of the Right. Additionally, if the Company is involved in a merger or other business combination transaction with another person after which its common stock does not remain outstanding, each Right will entitle its holder to purchase, at the then-current exercise price of the Right, shares of common stock of the ultimate parent of such other person having a market value of twice the exercise price of the Right. The Rights may be redeemed by the Company for $0.001 per Right at any time until the tenth business day following the first public announcement of an acquisition of beneficial ownership of 10% of the Company’s common stock. On August 13, 2013, the Company's Board of Directors agreed to extend the Rights Plan from August 30, 2013,, when it was originally set to expire, to August 30, 2014,, unless the rights issued thereunder are earlier redeemed or the Rights Plan is amended by the Board of Directors.

Comprehensive ~~(Loss) Income~~Loss

Comprehensive ~~(loss) income~~loss includes net ~~(loss) income~~loss and all other non-owner changes to equity that are not reported in net ~~(loss) income.~~

~~The Company’s comprehensive (loss) income for the~~ ~~three months ended September 30, 2013~~ ~~and~~ ~~2012~~ ~~is as follows:~~

September 30,
2013 2012
Net (loss) income $ (6,911 ) $ 3,173
Foreign currency translation gain 924
3,060
Pension cost amortization, net of tax 346
(110 )
Total comprehensive (loss) income $ (5,641 ) $ 6,123

loss.

The Company’s comprehensive loss for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013 is as follows:


	September 30,						March 31,
	2013			2012			2014			2013
Net loss	$	(21,332	)	$	(4,105	)	$	(15,998	)	$	(10,622	)
Foreign currency translation (loss) gain	(1,576		)	3,019			(415		)	33
Pension cost amortization, net of tax	1,036			(329		)	253			345
Total comprehensive loss	$	(21,872	)	$	(1,415	)	$	(16,160	)	$	(10,244	)

The components of accumulated other comprehensive loss isare as follows:


	September 30, 2013			December 31, 2012			March 31, 2014			December 31, 2013
Foreign currency translation losses	$	(3,898	)	$	(2,322	)	$	(5,032	)	$	(4,617	)
Unrecognized pension and postretirement benefit costs, net of tax	(17,713		)	(18,749		)	(13,873		)	(14,126		)
Total accumulated other comprehensive loss	$	(21,611	)	$	(21,071	)	$	(18,905	)	$	(18,743	)

1511

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Changes in accumulated other comprehensive loss by component ~~for the~~ ~~three months ended September 30, 2013~~are as follows:

Defined Benefit Pension and Postretirement Items Foreign Currency Items Total
Balance as of July 1, 2013 $ (18,059 ) $ (4,822 ) $ (22,881 )
Other comprehensive income before reclassifications —
924
924
Amounts reclassified from accumulated other comprehensive loss, net of tax ^(a)
346
—
346
Net current period other comprehensive income 346
924
1,270
Balance as of September 30, 2013 $ (17,713 ) $ (3,898 ) $ (21,611 )

~~Changes in accumulated other comprehensive loss by component for the~~ ~~nine months ended September 30, 2013~~ ~~are as follows:~~

Defined Benefit Pension and Postretirement Items Foreign Currency Items Total
Balance as of January 1, 2013 $ (18,749 ) $ (2,322 ) $ (21,071 )
Other comprehensive loss before reclassifications —
(1,576 ) (1,576 )
Amounts reclassified from accumulated other comprehensive loss, net of tax ^(a)
1,036
—
1,036
Net current period other comprehensive (loss) income 1,036
(1,576 ) (540 )
Balance as of September 30, 2013 $ (17,713 ) $ (3,898 ) $ (21,611 )



	Defined Benefit Pension and Postretirement Items						Foreign Currency Items						Total
	2014			2013			2014			2013			2014			2013
Balance as of January 1,	$	(14,126	)	$	(18,749	)	$	(4,617	)	$	(2,322	)	$	(18,743	)	$	(21,071	)
Other comprehensive (loss) income before reclassifications	—			—			(415		)	33			(415		)	33
Amounts reclassified from accumulated other comprehensive loss, net of tax ^(a)	253			345			—			—			253			345
Net current period other comprehensive (loss) income	253			345			(415		)	33			(162		)	378
Balance as of March 31,	$	(13,873	)	$	(18,404	)	$	(5,032	)	$	(2,289	)	$	(18,905	)	$	(20,693	)

^(a)See the table below for details of reclassification from accumulated other comprehensive ~~loss for the three and~~ loss.~~nine months ended September 30, 2013, respectively.~~

Reclassifications from accumulated other comprehensive loss ~~for the three and~~ ~~nine months ended September 30, 2013~~are as follows:


	Amount Reclassified from Accumulated Other Comprehensive Loss						Three months ended March 31,
Details about Accumulated Other Comprehensive Loss Components	Three months ended September 30, 2013			Nine months ended September 30, 2013
							2014			2013
Amortization of defined benefit pension and postretirement items
Prior service cost^(b)	$	(80	)	$	(242	)	$	(71	)	$	(81	)
Actuarial loss ^(b)	(485		)	(1,455		)	(345		)	(485		)
Total before Tax	(565		)	(1,697		)	(416		)	(566		)
Tax benefit	219			661			163			221
Total reclassifications for the period, net of tax	$	(346	)	$	(1,036	)	$	(253	)	$	(345	)

^(b)These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost for the ~~three and~~ ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013~~, respectively~~ (see Note 11 for additional details).

(10) Share-based Compensation

The Company accounts for its share-based compensation arrangements by recognizing compensation expense for the fair value of the share awards granted ratably over their vesting period. All compensation expense related to share-based compensation arrangements is recorded in sales, general and administrative expense and warehouse, processing and delivery expense. The unrecognized compensation cost as of March 31, 2014 associated with all share-based payment arrangements is $7,245 and the weighted average period over which it is to be expensed is 1.5 years.

2014 Long-Term Compensation Plan

On March 26, 2014, the Board of Directors of the Company approved equity awards under the Company’s 2014 Long-Term Compensation Plan (“2014 LTC Plan”) for executive officers and other select personnel. The 2014 LTC Plan awards included restricted stock units (“RSUs”) and performance share units (“PSUs”). All 2014 LTC Plan awards are subject to the terms of the Company’s 2008 A.M. Castle & Co. Omnibus Incentive Plan, amended and restated as of April 25, 2013.

The 2014 LTC Plan consists of three components of share-based payment awards as follows:

Restricted Share Units - The Company granted 114 RSUs with a grant date fair value of $14.35 per share unit to executive officers and other select personnel. The grant date fair value was established using the market price of the Company’s stock on the date of grant. The RSUs cliff vest on December 31, 2016. Each RSU that becomes vested entitles the participant to receive one share of the Company’s common stock. The number of shares delivered may be reduced by the number of shares required to be withheld for federal and state withholding tax requirements (determined at the market price of Company shares at the time of payout).

Performance Share Units - The Company granted 229 PSUs, half of which contain a market-based performance condition dependent on relative total shareholder return ("RTSR") and half of which contain a non-market-based performance condition dependent on Company-specific target goals for Return on Invested Capital ("ROIC") (as defined

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in the 2014 LTC Plan). Partial performance awards can be earned for performance less than the target goal, but in excess of minimum goals, and award distributions up to twice the target can be achieved if the target goals are exceeded. The number of performance shares, if any, that vest based on the performance achieved during the three-year performance period, will vest at the end of the three-year performance period.

PSUs containing the RTSR performance condition - The potential award for PSUs containing the RTSR performance condition is measured over a three-year performance period, beginning January 1^st of the year of grant. RTSR is measured against a group of peer companies either in the metals industry or in the industrial products distribution industry (the “RTSR Peer Group”). Each performance share that becomes vested entitles the participant to receive one share of the Company’s common stock. The grant date fair value for the PSUs containing the RTSR performance condition that were granted to executive officers and other select personnel under the 2014 LTC Plan of $20.16 was estimated using a Monte Carlo simulation with the following assumptions:



	2014
Expected volatility	40.8	%
Risk-free interest rate	0.79	%
Expected life (in years)	2.77
Expected dividend yield	—

Compensation expense for performance awards containing the RTSR performance condition is recognized regardless of whether the market condition is achieved to the extent the requisite service period condition is met.

PSUs containing the ROIC performance condition - The potential award for PSUs containing the ROIC performance condition is determined based on the Company’s average actual performance versus target goals for ROIC for the three-year performance period beginning on January 1^st of the year of grant. Compensation expense recognized is based on management’s expectation of future performance compared to the pre-established performance goals. If the performance goals are not expected to be met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The grant date fair-value of the PSUs containing the ROIC performance condition was established using the market price of the Company’s stock on the date of grant.

The award information associated with RTSR and ROIC awards is summarized below:



Share type	Grant Date Fair Value		Estimated Number of PSUs to be Issued	Maximum Number of PSUs that could Potentially be Issued
RTSR performance condition	$	20.16	98	229
ROIC performance condition	$	14.35	80	229

(11) Employee Benefit Plans

Components of the net periodic pension and postretirement benefit cost ~~(credit)~~ for the three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013 are as follows:

September 30,
2013 2012
Service cost $ 213
$ 192
Interest cost 1,618
1,750
Expected return on assets (2,319 ) (2,464 )
Amortization of prior service cost 80
81
Amortization of actuarial loss 485
149
Net periodic pension and postretirement benefit cost (credit) $ 77
$ (292 )
Contributions paid $ 12
$ —

~~Components of the net periodic pension and postretirement benefit cost (credit) for the~~ ~~nine months ended September 30, 2013~~ ~~and~~ ~~2012~~ ~~are as follows:~~


	September 30,						Three months ended March 31,
	2013			2012			2014			2013
Service cost	$	639		$	576		$	127		$	213
Interest cost	4,856			5,250			1,740			1,619
Expected return on assets	(6,959		)	(7,392		)	(2,095		)	(2,320		)
Amortization of prior service cost	242			243			71			81
Amortization of actuarial loss	1,455			447			345			485
Net periodic pension and postretirement benefit cost (credit)	$	233		$	(876	)
Net periodic pension and postretirement benefit cost							$	188		$	78
Contributions paid	$	12		$	—		$	—		$	—

The Company anticipates making no significant cash contributions to its pension plans in ~~2013~~2014.

Table of Contents

(12) ~~Joint Venture~~Restructuring Activity

~~Kreher Steel Co., LLC is a~~ ~~50%~~ ~~owned joint venture~~As part of the ~~Company. It is a metals distributor~~Company's efforts to adapt operations to market conditions, restructuring activities related to the Company's organizational structure and operations were announced during January of ~~bulk quantities~~2013. In October 2013, the Company announced the consolidation of ~~alloy, special bar quality~~four additional facilities in locations where it has redundant operations as part of its continuous improvement plans to lower structural operating costs. The charges associated with the restructuring activities are primarily included in the Company's Metals segment. Charges for the Company's Other segment, which includes the costs of the executive, legal, and ~~stainless steel bars, headquartered in Melrose Park, Illinois.~~finance departments shared by both the Metals and Plastics segments, are insignificant.

The Company recorded the following ~~information summarizes financial data for this joint venture~~restructuring charges during the three months ended March 31, 2014 and 2013:



	Three months ended March 31,
	2014		2013
Employee termination and related benefits	$	—	$	1,398
Moving costs associated with plant consolidations	739		859
Other exit costs	—		42
Inventory write-offs	—		683
Total	$	739	$	2,982

Charges in the three months ended March 31, 2014 consisted of moving costs associated with one of the additional facility consolidations announced in October 2013. Restructuring activity related to the October 2013 announced plant consolidations for the three months ended ~~September 30, 2013~~March 31, 2014 ~~and~~ is summarized below:~~2012~~:

September 30,
2013 2012
Net sales $ 57,446
$ 63,578
Cost of materials 47,356
52,705
Income before taxes 4,284
4,129
Net income 3,706
2,716



			Period Activity
	Balance January 1, 2014		Charges ^(a)		Cash payments			Balance March 31, 2014		Cumulative Charges Incurred to Date		Total Charges Expected to be Incurred
Moving costs associated with plant consolidations	$	—	$	739	$	(739	)	$	—	$	1,051	$	2,270
Employee termination and related benefits	129		—		(118		)	11		129		130
Total October 2013 plant consolidations	129		739		(857		)	11		1,180		2,400

^(a)Costs associated with moving and plant consolidations and employee termination and related benefits are recorded to the restructuring charges line item within the condensed consolidated statements of operations and comprehensive loss as they are incurred.

The charges incurred during the three months ended March 31, 2013 were comprised of one-time employee termination and related benefits associated with salaried and hourly workforce reductions, moving costs and other exit costs associated with five plant consolidations announced in January 2013. The January 2013 announced restructuring activities are complete. As of March 31, 2014, there is a restructuring liability for lease termination costs related to the January 2013 restructuring activities. Activity for the restructuring liability for the three months ended March 31, 2014 is summarized below:



	Balance January 1, 2014	Charges	Cash payments		Balance March 31, 2014 ^(a)
Lease termination costs	921	—	(117	)	804

^(a)Payments on certain of the lease obligations are scheduled to continue until 2016. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charge related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the consolidated financial statements of future periods. As of March 31, 2014, the short-term portion of the lease termination costs in the restructuring liability of $465 is included in accrued liabilities and the long-term portion of $339 is included in other non-current liabilities in the Consolidated Balance Sheet.

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(13) Income Taxes

The ~~following information summarizes financial data for this joint venture~~reported effective tax rate for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013: was 0.3% and 10.2%, respectively. The change in effective tax rate primarily results from valuation allowances recorded in the three months ended March 31, 2014. The Company continues to generate losses at its United Kingdom (“UK”) subsidiary. The larger than expected current period losses, when combined with prior losses and future income projections, indicate that it is more likely than not that the UK deferred tax assets will not be realized. Therefore, during the three months ended March 31, 2014, a valuation allowance of $2,740 was recorded against all the previously existing deferred tax assets of the UK subsidiary. Additionally, the current period losses generated by the UK subsidiary during the three months ended March 31, 2014 were not benefited nor are future losses expected to be benefited until the entity returns to profitability and evidence suggests that it is more likely than not that the deferred tax assets will be realized. The impact on the quarterly income tax provision of not benefiting the quarterly losses was approximately $500. The deferred tax assets of the UK subsidiary are comprised primarily of net operating loss carry forwards with no expiration.

In the U.S., the Company is in a net deferred tax asset position as of March 31, 2014, and projects that it will remain in a net deferred tax asset position through December 31, 2014. The Company does not currently have sufficient sources of projected income to cover the net deferred tax asset that is projected at December 31, 2014. Therefore, the Company recorded a valuation allowance and did not provide a tax benefit on a portion of the losses generated by the U.S. during the three months ended March 31, 2014. The impact on the quarterly income tax provision of not benefiting the quarterly losses was approximately $2,500. Continued operating losses in future periods and changes to the sources of income identified to utilize the U.S. deferred tax assets that differ significantly from current estimates may result in additional benefits not being recognized and a valuation allowance being recorded against some or all of the remaining U.S. deferred tax assets.

The following tax years remain open to examination by the major taxing jurisdictions to which the Company is subject:

September 30,
2013 2012
Net sales $ 172,226
$ 208,045
Cost of materials 143,727
172,370
Income before taxes 11,335
15,663
Net income 9,632
12,198



U.S. Federal	2010 to 2013
U.S. States	2009 to 2013
Foreign	2008 to 2013

A 2011 and 2012 income tax audit of the Company's Canadian subsidiary is in process as of March 31, 2014. To date, no issues have been raised and no adjustments have been proposed. The Company’s gross unrecognized tax benefits are not significant.

The Company received its 2012 federal tax refund of $2,590 during October 2013.

~~(13)~~(14) Commitments and Contingent Liabilities

As of ~~September 30, 2013~~March 31, 2014, the Company had $6,701 of irrevocable letters of credit outstanding which primarily consisted of $4,000 for collateral associated with commodity hedges and $1,901 for compliance with the insurance reserve requirements of its workers’ compensation insurance carriers.

The Company is party to a variety of legal proceedings arising from the operation of its business. These proceedings are incidental and occur in the normal course of the Company’s business affairs. It is the opinion of management, based upon the information available at this time, that the currently expected outcome of these proceedings will not have a material effect on the consolidated results of operations, financial condition or cash flows of the Company, except as noted below.

During the quarter ended March 31, 2013, the Company received warranty and other claims from certain customers regarding alleged quality defects with certain alloy round bar products sold by the Company in 2012 and ~~2013~~.2013. The Company evaluated the information provided by the customers and issued a notice of potential defect to other affected customers. ~~As previously reported, the~~The Company ~~estimated~~estimates that it may incur costs for warranty and other customer claims associated with the alleged quality defects from $325 to $1,250. Based on the information available as of ~~September 30, 2013~~March 31, 2014, the ~~Company increased its~~Company's best estimate of the probable loss resulting from these claims ~~from its previous estimate of~~ ~~$650~~ tois $1,150, which was included as a reduction of ~~which~~net sales for the year ended December 31, 2013. As of March 31, 2014, approximately $~~200~~211 remained accrued against accounts receivable in current assets for future payments and ~~$850~~ ~~are included in cost of materials for the three and nine months ended~~ ~~September 30, 2013, respectively.~~credits. The Company ~~believes that amounts paid to customers will be recoverable from~~is pursuing claims against the original supplier of the products. There can be no assurance that the Company's losses related to these claims will not exceed the Company's estimated ~~range~~range.

Table of ~~loss, or that~~Contents

(15) Segment Reporting

The Company distributes and performs processing on both metals and plastics. Although the ~~Company will be able~~distribution processes are similar, the customer markets, supplier bases and types of products are different. Additionally, the Company’s Chief Executive Officer, the chief operating decision-maker, reviews and manages these two businesses separately. As such, these businesses are considered reportable segments and are reported accordingly.

~~(14) Restructuring Charges~~

~~As part~~facility and the nature of the ~~Company's efforts~~markets it serves, service centers are equipped as needed with bar saws, plate saws, oxygen and plasma arc flame cutting machinery, trepanning machinery, boring machinery, honing equipment, 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 that thermally process, turn, polish and straighten alloy and carbon bar.

The Company’s Plastics segment consists exclusively of a wholly-owned subsidiary that operates as Total Plastics, Inc. (“TPI”) headquartered in Kalamazoo, Michigan, and its wholly-owned subsidiaries. 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 ~~adapt operations to market conditions, restructuring activities related to the Company's organizational structure and operations were announced during January~~customer specifications. The Plastics segment’s diverse customer base consists of ~~2013. The charges associated with the restructuring activities are included~~companies in the ~~Company's Metals segment~~retail (point-of-purchase), automotive, marine, office furniture and fixtures, safety products, life sciences applications, and general manufacturing industries. TPI has locations throughout the upper Northeast and Midwest regions of the U.S. and one facility in Florida from which it services a wide variety of users of industrial plastics.

The accounting policies of all segments are the same as described in Note 1, “Basis of Presentation and Significant Accounting Policies” in the ~~Company's 'Other' segment which includes~~Company’s Annual Report on Form 10-K for the ~~costs~~year ended December 31, 2013. Management evaluates the performance of ~~the executive, legal, and finance departments shared by both the Metals and Plastics segments.~~its business segments based on operating income.

~~The charges incurred during~~Segment information for the ~~nine~~three months ended ~~September 30, 2013 were comprised of employee termination~~March 31, 2014 and ~~related benefits associated with salaried and hourly workforce reductions, lease termination costs, moving costs and other exit costs associated with~~ ~~five~~2013 ~~plant consolidations. All of the lease termination costs were recognized in the second quarter of 2013.~~is as follows:

~~For the nine months ended September 30, 2013, the Company incurred~~ ~~$9,939~~ ~~of charges related to the restructuring announced in January of this year. The Company previously indicated an expectation of~~ ~~$10,000~~ in total charges and believes that any additional charges related to the January announced restructuring will be insignificant. However, as the Company continues to execute its continuous improvement plans to lower structural operating costs, additional charges are likely to be incurred. The Company expects to close additional facilities during 2013 through 2014 in locations where it has a duplicate footprint. The Company expects to incur ~~$2,000~~ to ~~$3,000~~ ~~of charges in the fourth quarter of 2013 for moving and relocation costs associated with facility consolidation activity.~~



	Net Sales		Operating (Loss) Income			Capital Expenditures		Depreciation & Amortization
2014
Metals segment	$	219,063	$	(6,232	)	$	1,878	$	6,056
Plastics segment	34,347		1,507			134		401
Other ^(a)	—		(2,597		)	—		—
Consolidated	$	253,410	$	(7,322	)	$	2,012	$	6,457
2013
Metals segment	$	258,380	$	(275	)	$	1,127	$	6,165
Plastics segment	34,334		1,181			480		406
Other ^(a)	—		(1,879		)	—		—
Consolidated	$	292,714	$	(973	)	$	1,607	$	6,571


^(a)	“Other” – Operating income includes the costs of executive, legal and finance departments, which are shared by both the Metals and Plastics segments.

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Below ~~is a summary~~are reconciliations of ~~the total restructuring charges incurred in the~~ ~~three and nine~~ ~~months ended~~ ~~September 30, 2013. Charges incurred in the~~ ~~nine months ended September 30, 2013~~ ~~represent the cumulative amount incurred~~segment data to ~~date.~~

Charges incurred during the
Three months ended Nine months ended
September 30, 2013 September 30, 2013
Employee termination and related benefits $ 279
$ 2,493
Lease termination costs —
1,830
Moving costs associated with plant consolidations 555
4,014
Other exit costs 51
366
Inventory write-offs —
1,236
Total $ 885
$ 9,939

~~The reserve activity for the~~ ~~nine months ended September 30, 2013~~ ~~related to the January 2013 announced restructuring is summarized below:~~

Period Activity
Balance as of January 1
Charges ^(a)
Cash payments Impairment
Balance as of September 30 ^(b)
Employee termination and related benefits $ —
$ 2,493
$ (1,642 ) $ —
$ 851
Lease termination costs —
1,830
(252 ) —
1,578
Moving costs associated with plant consolidations —
4,014
(3,695 ) (169 ) 150
Other exit costs —
366
(366 ) —
—
Inventory write-offs —
1,236
—
(1,236 ) —
Total $ —
$ 9,939
$ (5,955 ) $ (1,405 ) $ 2,579

^(a)~~Costs associated with the write-off of inventory are included in cost of materials in the condensed~~ consolidated ~~statements of operations and comprehensive loss. All other costs are recorded to the restructuring charges line item within the condensed consolidated statements of operations and comprehensive~~ loss ~~as they are incurred.~~

^(b)Cash payments are expected to be made during the fourth quarter of 2013 for the remaining balance of the restructuring reserve activity except for the lease termination costs. Payments on certain of the lease obligations are scheduled to continue until 2016. Market conditions and the Company’s ability to sublease these properties could affect the ultimate charge related to the lease obligations. Any potential recoveries or additional charges could affect amounts reported in the Condensed Consolidated Financial Statements of future periods.

~~(15) Income Taxes~~

~~The reported effective tax rate~~before income taxes for the three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~ ~~was~~ ~~32.8%~~ ~~and~~ ~~20.0%, respectively. The change in the effective tax rate for the~~ ~~three months ended September 30,~~ 2013 ~~compared to the~~ :~~three months ended September 30, 2012~~ ~~was primarily the result of a change in the geographical mix of (loss)income. The reported effective tax rate for the~~ ~~nine months ended September 30, 2013~~ ~~and~~ ~~2012~~ ~~was~~ ~~34.0%~~ ~~and~~ ~~(69.5)%, respectively. The income tax expense in the~~ ~~nine months ended September 30, 2012~~ was impacted by the non-deductible unrealized loss on the conversion option associated with the Convertible Notes recorded in 2012. The Company accounted for the restructuring costs incurred during the three and ~~nine months ended September 30, 2013~~ ~~as discrete items for interim income tax accounting purposes.~~

~~The following tax years remain open to examination by the major taxing jurisdictions to which the Company is subject:~~



	Three months ended March 31,
	2014			2013
Operating loss	$	(7,322	)	$	(973	)
Interest expense, net	(9,952		)	(10,188		)
Other expense	(682		)	(2,299		)
Loss before income taxes and equity in earnings of joint venture	(17,956		)	(13,460		)
Equity in earnings of joint venture	1,907			1,469
Consolidated loss before income taxes	$	(16,049	)	$	(11,991	)

Segment information for total assets is as follows:



	March 31, 2014		December 31, 2013
Metals segment	$	581,881	$	580,570
Plastics segment	61,718		57,373
Other ^(a)	43,179		41,879
Consolidated	$	686,778	$	679,822



~~U.S. Federal~~ ^(a)	~~2010 to 2012~~
~~U.S. States~~	~~2008 to 2012~~
~~Foreign~~	~~2007 to 2012~~“Other” — Total assets consist of the Company's investment in joint venture.

~~Table of Contents~~

~~The Company’s gross unrecognized tax benefits are not significant.~~

~~The Company received its 2010 federal tax refund of~~ ~~$2,025~~ ~~during February 2012. The Company received its 2012 federal tax refund of~~ ~~$2,590~~ ~~during October 2013.~~

(16) Guarantor Financial Information

The accompanying condensed consolidating financial information has been prepared and presented pursuant to Rule 3-10 of SEC Regulation S-X “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The consolidating financial information presents A. M. Castle & Co. (Parent) and subsidiaries. The consolidating financial information has been prepared on the same basis as the consolidated statements of the Parent. The equity method of accounting is followed within this financial information.

In September 2013, the Company merged Transtar Metals Corp. and Oliver Steel Plate Co., guarantors, with the Parent. In addition, certain non-guarantor subsidiaries were merged with the parent in September 2013. ~~In September 2012, the Company merged Tube Supply, LLC, a guarantor, with the Parent.~~ The Company has reflected these changes in its accompanying condensed consolidating financial statements of guarantors and non-guarantors. ~~The Condensed Consolidating Statement~~

Table of ~~Operations and Comprehensive Loss for the nine months ended September 30, 2013 reflects an adjustment to the income tax benefit in the amount~~Contents

Condensed Consolidating Balance Sheet As of March 31, 2014

	Parent		Guarantors		Non-Guarantors			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	3,893	$	1,350	$	20,465		$	—		$	25,708
Accounts receivable, less allowance for doubtful accounts	78,266		20,686		46,959			—			145,911
Receivables from affiliates	3,475		—		—			(3,475		)	—
Inventories	127,660		18,174		68,080			(68		)	213,846
Prepaid expenses and other current assets	8,269		1,874		6,970			(202		)	16,911
Total current assets	221,563		42,084		142,474			(3,745		)	402,376
Investment in joint venture	43,179		—		—			—			43,179
Goodwill	41,504		12,973		14,277			—			68,754
Intangible assets	50,212		—		15,756			—			65,968
Other assets	27,733		—		3,554			—			31,287
Investment in subsidiaries	113,646		—		—			(113,646		)	—
Receivables from affiliates	93,399		35,145		3,513			(132,057		)	—
Property, plant and equipment, net	49,810		12,472		12,932			—			75,214
Total assets	$	641,046	$	102,674	$	192,506		$	(249,448	)	$	686,778
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	55,502	$	10,467	$	22,305		$	—		$	88,274
Payables due to affiliates	2,724		—		751			(3,475		)	—
Other current liabilities	26,427		598		8,889			—			35,914
Current portion of long-term debt	371		—		25			—			396
Total current liabilities	85,024		11,065		31,970			(3,475		)	124,584
Long-term debt, less current portion	246,571		—		30			—			246,601
Payables due to affiliates	—		7,971		124,086			(132,057		)	—
Deferred income taxes	4,193		7,111		(1,155		)	—			10,149
Other non-current liabilities	11,541		—		186			—			11,727
Stockholders’ equity	293,717		76,527		37,389			(113,916		)	293,717
Total liabilities and stockholders’ equity	$	641,046	$	102,674	$	192,506		$	(249,448	)	$	686,778

Table of ~~$10,600~~ (which was recorded during the three month period ended June 30, 2013) from the Non-Guarantors column to the Parent column to adjust the income tax presentation to properly reflect the estimated income tax positionsContents

Condensed Consolidating Balance Sheet As of December 31, 2013

	Parent		Guarantors		Non-Guarantors			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	8,675	$	495	$	21,659		$	—		$	30,829
Accounts receivable, less allowance for doubtful accounts	67,536		18,305		42,703			—			128,544
Receivables from affiliates	2,811		—		—			(2,811		)	—
Inventories	133,139		16,357		65,472			(68		)	214,900
Prepaid expenses and other current assets	8,383		2,244		5,993			(202		)	16,418
Total current assets	220,544		37,401		135,827			(3,081		)	390,691
Investment in joint venture	41,879		—		—			—			41,879
Goodwill	41,504		12,973		14,812			—			69,289
Intangible assets	52,703		—		16,786			—			69,489
Other assets	28,145		—		3,635			—			31,780
Investment in subsidiaries	119,075		—		—			(119,075		)	—
Receivables from affiliates	87,247		34,637		1,465			(123,349		)	—
Property, plant and equipment, net	50,812		12,855		13,027			—			76,694
Total assets	$	641,909	$	97,866	$	185,552		$	(245,505	)	$	679,822
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	41,233	$	8,274	$	20,070		$	—		$	69,577
Payables due to affiliates	2,270		—		541			(2,811		)	—
Other current liabilities	22,801		944		7,622			—			31,367
Current portion of long-term debt	371		—		26			—			397
Total current liabilities	66,675		9,218		28,259			(2,811		)	101,341
Long-term debt, less current portion	245,561		—		38			—			245,599
Payables due to affiliates	—		6,579		116,770			(123,349		)	—
Deferred income taxes	7,823		7,061		(4,151		)	—			10,733
Other non-current liabilities	11,956		—		299			—			12,255
Stockholders’ equity	309,894		75,008		44,337			(119,345		)	309,894
Total liabilities and stockholders’ equity	$	641,909	$	97,866	$	185,552		$	(245,505	)	$	679,822

Table of ~~the Parent and Non-Guarantors. The income tax benefit for the nine months ended September 30, 2013 reflects this adjusted presentation.~~Contents

Condensed Consolidating Statement of Operations and Comprehensive Loss For the Three Months Ended March 31, 2014

	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net Sales	$	164,206		$	34,347		$	59,966		$	(5,109	)	$	253,410
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization)	121,912			24,105			47,623			(5,109		)	188,531
Warehouse, processing and delivery expense	26,003			2,982			6,396			—			35,381
Sales, general and administrative expense	19,961			4,829			4,834			—			29,624
Restructuring charges	739			—			—			—			739
Depreciation and amortization expense	4,890			532			1,035			—			6,457
Operating (loss) income	(9,299		)	1,899			78			—			(7,322		)
Interest expense, net	(6,166		)	—			(3,786		)	—			(9,952		)
Other expense	—			—			(682		)	—			(682		)
(Loss) income before income taxes and equity in earnings of subsidiaries and joint venture	(15,465		)	1,899			(4,390		)	—			(17,956		)
Income taxes	2,574			(380		)	(2,143		)	—			51
Equity in (losses) earnings of subsidiaries	(5,014		)	—			—			5,014			—
Equity in earnings of joint venture	1,907			—			—			—			1,907
Net (loss) income	(15,998		)	1,519			(6,533		)	5,014			(15,998		)
Comprehensive (loss) income	$	(16,160	)	$	1,519		$	(6,948	)	$	5,429		$	(16,160	)

Table of Contents

Condensed Consolidating Balance Sheet
As of September 30, 2013

Parent Guarantors Non-Guarantors Eliminations Consolidated
Assets
Current assets
Cash and cash equivalents $ 23,644
$ 552
$ 17,298
$ —
$ 41,494
Accounts receivable, less allowance for doubtful accounts 76,850
20,459
49,398
—
146,707
Receivables from affiliates 3,360
—
—
(3,360 ) —
Inventories 160,040
15,855
67,884
(68 ) 243,711
Prepaid expenses and other current assets 14,653
1,213
8,668
(202 ) 24,332
Total current assets 278,547
38,079
143,248
(3,630 ) 456,244
Investment in joint venture 40,179
—
—
—
40,179
Goodwill 41,504
12,973
15,306
—
69,783
Intangible assets 55,195
—
17,794
—
72,989
Other assets 29,316
—
2,044
—
31,360
Investment in subsidiaries 125,015
—
—
(125,015 ) —
Receivables from affiliates 87,774
32,879
4,724
(125,377 ) —
Property, plant and equipment, net 50,301
13,074
11,881
—
75,256
Total assets $ 707,831
$ 97,005
$ 194,997
$ (254,022 ) $ 745,811
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $ 59,259
$ 9,341
$ 17,218
$ —
$ 85,818
Payables due to affiliates 1,725
469
1,166
(3,360 ) —
Other current liabilities 37,465
965
7,840
—
46,270
Current portion of long-term debt and short-term debt 371
—
27
—
398
Total current liabilities 98,820
10,775
26,251
(3,360 ) 132,486
Long-term debt, less current portion 259,252
—
46
—
259,298
Payables due to affiliates —
7,559
117,818
(125,377 ) —
Deferred income taxes 14,701
4,771
(1,154 ) —
18,318
Other non-current liabilities 16,428
—
651
—
17,079
Stockholders’ equity 318,630
73,900
51,385
(125,285 ) 318,630
Total liabilities and stockholders’ equity $ 707,831
$ 97,005
$ 194,997
$ (254,022 ) $ 745,811

Condensed Consolidating Statement of Operations and Comprehensive Loss For the Three Months Ended March 31, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net Sales	$	202,909		$	34,334		$	66,568		$	(11,097	)	$	292,714
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization)	154,728			24,438			51,362			(11,097		)	219,431
Warehouse, processing and delivery expense	26,502			3,098			5,984			—			35,584
Sales, general and administrative expense	19,615			4,509			5,752			—			29,876
Restructuring charges	1,820			—			405			—			2,225
Depreciation and amortization expense	5,008			544			1,019			—			6,571
Operating (loss) income	(4,764		)	1,745			2,046			—			(973		)
Interest expense, net	(6,492		)	—			(3,696		)	—			(10,188		)
Other expense	—			—			(2,299		)	—			(2,299		)
(Loss) income before income taxes and equity in earnings of subsidiaries and joint venture	(11,256		)	1,745			(3,949		)	—			(13,460		)
Income taxes	1,110			(198		)	457			—			1,369
Equity in (losses) earnings of subsidiaries	(1,945		)	—			—			1,945			—
Equity in earnings of joint venture	1,469			—			—			—			1,469
Net (loss) income	$	(10,622	)	$	1,547		$	(3,492	)	$	1,945		$	(10,622	)
Comprehensive (loss) income	$	(10,244	)	$	1,547		$	(3,459	)	$	1,912		$	(10,244	)

Table of Contents

Condensed Consolidating Balance Sheet
As of December 31, 2012

Parent Guarantors Non-Guarantors Eliminations Consolidated
Assets
Current assets
Cash and cash equivalents $ 4,106
$ 903
$ 16,598
$ —
$ 21,607
Accounts receivable, less allowance for doubtful accounts 77,160
17,170
43,981
—
138,311
Receivables from affiliates 1,213
—
668
(1,881 ) —
Inventories 211,450
16,613
75,777
(68 ) 303,772
Prepaid expenses and other current assets 16,587
(1,648 ) 7,951
(202 ) 22,688
Total current assets 310,516
33,038
144,975
(2,151 ) 486,378
Investment in joint venture 38,854
—
—
—
38,854
Goodwill 41,504
12,973
15,823
—
70,300
Intangible assets 62,668
—
19,809
—
82,477
Other assets 26,824
(2 ) 4,335
—
31,157
Investment in subsidiaries 130,257
—
—
(130,257 ) —
Receivables from affiliates 85,351
32,177
3,283
(120,811 ) —
Property, plant and equipment, net 54,701
13,552
11,387
—
79,640
Total assets $ 750,675
$ 91,738
$ 199,612
$ (253,219 ) $ 788,806
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $ 45,456
$ 8,488
$ 14,046
$ —
$ 67,990
Payables due to affiliates 838
—
1,044
(1,882 ) —
Other current liabilities 30,902
(855 ) 8,080
—
38,127
Current portion of long-term debt and short-term debt 387
—
528
—
915
Total current liabilities 77,583
7,633
23,698
(1,882 ) 107,032
Long-term debt, less current portion 292,086
—
4,068
—
296,154
Payables due to affiliates —
8,381
112,430
(120,811 ) —
Deferred income taxes 28,052
4,771
(473 ) —
32,350
Other non-current liabilities 15,614
—
316
—
15,930
Stockholders’ equity 337,340
70,953
59,573
(130,526 ) 337,340
Total liabilities and stockholders’ equity $ 750,675
$ 91,738
$ 199,612
$ (253,219 ) $ 788,806

~~Table of Contents~~

Condensed Consolidating Statement of Operations and Comprehensive Loss
For the Three Months Ended September 30, 2013

Parent Guarantors Non-Guarantors Eliminations Consolidated
Net Sales $ 168,591
$ 33,708
$ 57,949
$ (6,535 ) $ 253,713
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization) 123,589
24,071
45,633
(6,535 ) 186,758
Warehouse, processing and delivery expense 25,913
2,932
5,963
—
34,808
Sales, general and administrative expense 18,786
4,534
4,566
—
27,886
Restructuring charges 627
—
258
—
885
Depreciation and amortization expense 4,864
558
978
—
6,400
Operating (loss) income (5,188 ) 1,613
551
—
(3,024 )
Interest expense, net (6,594 ) —
(3,583 ) —
(10,177 )
Other income —
—
166
—
166
(Loss) income before income taxes and equity in earnings of subsidiaries and joint venture (11,782 ) 1,613
(2,866 ) —
(13,035 )
Income taxes 3,848
(615 ) 1,038
—
4,271
Equity in losses of subsidiaries (830 ) —
—
830
—
Equity in earnings of joint venture 1,853
—
—
—
1,853
Net (loss) income (6,911 ) 998
(1,828 ) 830
(6,911 )
Comprehensive (loss) income $ (5,641 ) $ 998
$ (904 ) $ (94 ) $ (5,641 )

~~Table of Contents~~

Condensed Consolidating Statement of Operations and Comprehensive Loss
For the Three Months Ended September 30, 2012
Parent Guarantors Non-Guarantors Eliminations Consolidated
Net Sales $ 210,707
$ 31,594
$ 68,843
$ (7,105 ) $ 304,039
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization) 149,920
22,403
53,253
(7,561 ) 218,015
Warehouse, processing and delivery expense 28,017
3,122
5,755
—
36,894
Sales, general and administrative expense 22,378
4,004
5,998
—
32,380
Depreciation and amortization expense 4,780
487
996
—
6,263
Operating income 5,612
1,578
2,841
456
10,487
Interest (expense) income, net (6,708 ) 4
(3,576 ) —
(10,280 )
Other income —
—
2,061
—
2,061
Income (loss) before income taxes and equity in earnings of subsidiaries and joint venture (1,096 ) 1,582
1,326
456
2,268
Income taxes 721
(606 ) (392 ) (176 ) (453 )
Equity in earnings of subsidiaries 2,190
—
—
(2,190 ) —
Equity in earnings of joint venture 1,358
—
—
—
1,358
Net income $ 3,173
$ 976
$ 934
$ (1,910 ) $ 3,173
Comprehensive income $ 6,123
$ 976
$ 3,994
$ (4,970 ) $ 6,123

Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2014

	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Operating activities:
Net (loss) income	$	(15,998	)	$	1,519		$	(6,533	)	$	5,014		$	(15,998	)
Equity in losses (earnings) of subsidiaries	5,014			—			—			(5,014		)	—
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities	13,635			(1,399		)	893			—			13,129
Net cash (used in) from operating activities	2,651			120			(5,640		)	—			(2,869		)
Investing activities:
Capital expenditures	(1,236		)	(149		)	(627		)	—			(2,012		)
Other investing activities	3			—			43			—			46
Net cash used in investing activities	(1,233		)	(149		)	(584		)	—			(1,966		)
Financing activities:
Proceeds from long-term debt	10,500			—			1,006			—			11,506
Repayments of long-term debt	(10,593		)	—			(1,012		)	—			(11,605		)
Net intercompany (repayments) borrowings	(6,152		)	884			5,268			—			—
Other financing activities	45			—			—			—			45
Net cash (used in) from financing activities	(6,200		)	884			5,262			—			(54		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(232		)	—			(232		)
(Decrease) increase in cash and cash equivalents	(4,782		)	855			(1,194		)	—			(5,121		)
Cash and cash equivalents - beginning of year	8,675			495			21,659			—			30,829
Cash and cash equivalents - end of period	$	3,893		$	1,350		$	20,465		$	—		$	25,708

2422

Table of Contents

Condensed Consolidating Statement of Operations and Comprehensive Loss
For the Nine Months Ended September 30, 2013

Parent Guarantors Non-Guarantors Eliminations Consolidated
Net Sales $ 559,388
$ 102,007
$ 183,129
$ (24,687 ) $ 819,837
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization) 416,736
73,029
142,572
(24,687 ) 607,650
Warehouse, processing and delivery expense 79,311
9,149
17,752
—
106,212
Sales, general and administrative expense 56,499
13,525
15,404
—
85,428
Restructuring charges 6,557
—
2,146
—
8,703
Depreciation and amortization expense 14,933
1,662
3,009
—
19,604
Operating (loss) income (14,648 ) 4,642
2,246
—
(7,760 )
Interest expense, net (19,418 ) —
(11,037 ) —
(30,455 )
Other expense —
—
(1,388 ) —
(1,388 )
(Loss) income before income taxes and equity in earnings of subsidiaries and joint venture (34,066 ) 4,642
(10,179 ) —
(39,603 )
Income taxes 11,592
(1,695 ) 3,558
—
13,455
Equity in earnings of subsidiaries (3,674 ) —
—
3,674
—
Equity in earnings of joint venture 4,816
—
—
—
4,816
Net (loss) income (21,332 ) 2,947
(6,621 ) 3,674
(21,332 )
Comprehensive (loss) income $ (21,872 ) $ 2,947
$ (8,197 ) $ 5,250
$ (21,872 )

Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2013

	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Operating activities:
Net (loss) income	$	(10,622	)	$	1,547		$	(3,492	)	$	1,945		$	(10,622	)
Equity in losses (earnings) of subsidiaries	1,945			—			—			(1,945		)	—
Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities	45,508			(2,424		)	123			—			43,207
Net cash from (used in) operating activities	36,831			(877		)	(3,369		)	—			32,585
Investing activities:
Capital expenditures	(1,287		)	(482		)	(112		)	—			(1,881		)
Other investing activities	463			5			—			—			468
Net cash used in investing activities	(824		)	(477		)	(112		)	—			(1,413		)
Financing activities:
Proceeds from long-term debt	106,500			—			—			—			106,500
Repayments of long-term debt	(137,107		)	—			(762		)	—			(137,869		)
Net intercompany (repayments) borrowings	(4,717		)	475			4,242			—			—
Other financing activities	651			—			—			—			651
Net cash (used in) from financing activities	(34,673		)	475			3,480			—			(30,718		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(691		)	—			(691		)
(Decrease) increase in cash and cash equivalents	1,334			(879		)	(692		)	—			(237		)
Cash and cash equivalents - beginning of year	4,106			903			16,598			—			21,607
Cash and cash equivalents - end of period	$	5,440		$	24		$	15,906		$	—		$	21,370

~~Table of Contents~~

Condensed Consolidating Statement of Operations and Comprehensive Loss
For the Nine Months Ended September 30, 2012
Parent Guarantors Non-Guarantors Eliminations Consolidated
Net Sales $ 712,175
$ 94,766
$ 216,477
$ (27,071 ) $ 996,347
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization) 516,601
66,753
166,253
(26,944 ) 722,663
Warehouse, processing and delivery expense 86,653
9,575
17,666
—
113,894
Sales, general and administrative expense 71,939
12,719
17,579
—
102,237
Depreciation and amortization expense 14,852
1,529
2,969
—
19,350
Operating income 22,130
4,190
12,010
(127 ) 38,203
Interest (expense) income, net (20,718 ) 21
(9,740 ) —
(30,437 )
Interest expense - unrealized loss on debt conversion option (15,597 ) —
—
—
(15,597 )
Other income —
—
1,812
—
1,812
(Loss) income before income taxes and equity in earnings of subsidiaries and joint venture (14,185 ) 4,211
4,082

(127 ) (6,019 )
Income taxes (1,519 ) (1,616 ) (1,085 ) 35
(4,185 )
Equity in earnings of subsidiaries 5,500
—
—
(5,500 ) —
Equity in earnings of joint venture 6,099
—
—
—
6,099
Net (loss) income $ (4,105 ) $ 2,595
$ 2,997
$ (5,592 ) $ (4,105 )
Comprehensive (loss) income $ (1,415 ) $ 2,595
$ 6,016
$ (8,611 ) $ (1,415 )

~~Table of Contents~~

Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2013

Parent Guarantors Non-Guarantors Eliminations Consolidated
Operating activities:
Net (loss) income $ (21,332 ) $ 2,947
$ (6,621 ) $ 3,674
$ (21,332 )
Equity in earnings of subsidiaries 3,674
—
—
(3,674 ) —
Adjustments to reconcile net (loss) income to cash provided by operating activities 76,970
(396 ) 10,460
—
87,034
Net cash from operating activities 59,312
2,551
3,839
—
65,702
Investing activities:
Capital expenditures (3,803 ) (1,378 ) (2,401 ) —
(7,582 )
Proceeds from the sale of fixed assets 730
—
35
—
765
Net cash used in investing activities (3,073 ) (1,378 ) (2,366 ) —
(6,817 )
Financing activities:
Proceeds from long-term debt 115,300
—
—
—
115,300
Repayments of long-term debt (151,094 ) —
(4,098 ) —
(155,192 )
Net intercompany (repayments) borrowings (2,423 ) (1,524 ) 3,947
—
—
Other financing 1,516
—
(501 ) —
1,015
Net cash used in financing activities (36,701 ) (1,524 ) (652 ) —
(38,877 )
Effect of exchange rate changes on cash and cash equivalents —
—
(121 ) —
(121 )
Increase (decrease) in cash and cash equivalents 19,538
(351 ) 700
—
19,887
Cash and cash equivalents - beginning of year 4,106
903
16,598
—
21,607
Cash and cash equivalents - end of period $ 23,644
$ 552
$ 17,298
$ —
$ 41,494

~~Table of Contents~~

Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2012

Parent Guarantors Non-Guarantors Eliminations Consolidated
Operating activities:
Net (loss) income $ (4,105 ) $ 2,595
$ 2,997
$ (5,592 ) $ (4,105 )
Equity in earnings of subsidiaries (5,500 ) —
—
5,500
—
Adjustments to reconcile net (loss) income to cash provided by operating activities 8,177
2,736
(19,829 ) 92
(8,824 )
Net cash (used in) from operating activities (1,428 ) 5,331
(16,832 ) —
(12,929 )
Investing activities:
Capital expenditures (4,776 ) (1,546 ) (2,669 ) —
(8,991 )
Proceeds from the sale of fixed assets 22
—
—
—
22
Net cash used in investing activities (4,754 ) (1,546 ) (2,669 ) —
(8,969 )
Financing activities:
Proceeds from long-term debt 566,131
—
10,346
—
576,477
Repayments of long-term debt (547,477 ) (43 ) (16,753 ) —
(564,273 )
Payment of debt issue costs (1,503 ) —
—
—
(1,503 )
Net intercompany (repayments) borrowings (19,819 ) (3,094 ) 22,913
—
—
Other financing 167
—
500
—
667
Net cash from (used in) financing activities (2,501 ) (3,137 ) 17,006
—
11,368
Effect of exchange rate changes on cash and cash equivalents —
—
(6 ) —
(6 )
(Decrease) increase in cash and cash equivalents (8,683 ) 648
(2,501 ) —
(10,536 )
Cash and cash equivalents - beginning of year 12,109
7
18,408
—
30,524
Cash and cash equivalents - end of period $ 3,426
$ 655
$ 15,907
$ —
$ 19,988

2823

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Amounts in millions, except per share data

Disclosure Regarding Forward-Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the Company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “predict,” “plan,” or similar expressions. These statements are not guarantees of performance or results, and they involve risks, uncertainties, and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements, including those risk factors identified in Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K ~~as amended,~~ for the year ended December 31, ~~2012.~~2013. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except ~~for our ongoing obligations to disclose material information~~ as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future, or to reflect the occurrence of unanticipated ~~events.~~events or for any other reason.

The following discussion should be read in conjunction with the Company’s condensed consolidated financial statements and related notes thereto in ITEM 1 “Financial Statements (unaudited)”.

Executive Overview

Economic Trends and Current Business Conditions

A. M. Castle & Co. and subsidiaries (the “Company”) experienced lower ~~demand from~~sales in its Metals segment ~~customer base~~products in the ~~third~~first quarter of 2014 compared to the first quarter of 2013 ~~compared to the~~ ~~third quarter~~ of ~~2012~~. The Company's Metals segment experienced ~~weak~~lower demand in ~~all of its key end-use markets compared~~the Oil and Gas and Industrial sectors, while Aerospace sales were slightly higher than the same period last year. Sales in the Company's Plastics segment in the first quarter 2014 were comparable to the prior year quarter with the largest area of weakness seen in the general industrials market. Although the aerospace market remained strong in the quarter, the Company's net sales have not yet been positively impacted by this strength due to the late cycle nature of the targeted customers in this market. Decreased sales volume in the oil and gas market is consistent with leading industry indicators which suggest a 3.3% decrease in North American rig counts compared to the third quarter ofsame period last year.

Management uses the PMI provided by the Institute for Supply Management (website is www.ism.ws) as an external indicator for tracking the demand outlook and possible trends in its general manufacturing markets. The table below shows PMI trends from the first quarter of ~~2011~~2012 through the ~~third~~first quarter of ~~2013~~2014. Generally speaking, an index above 50.0 indicates growth in the manufacturing sector of the U.S. economy, while readings under 50.0 indicate contraction. Material pricing and demand in both the Metals and Plastics segments of the Company’s business have historically ~~proven~~proved to be difficult to predict with any degree of accuracy. A favorable PMI trend suggests that demand for some of the Company’s products and services, in particular those that are sold to the general manufacturing customer base in the U.S., could potentially be at a higher level in the near-term. The Company believes that its revenue trends typically correlate to the changes in PMI on a six to twelve month lag basis.


YEAR	Qtr 1	Qtr 2	Qtr 3	Qtr 4	Qtr 1	Qtr 2	Qtr 3	Qtr 4
2011	61.1	56.4	51.0	52.4
2012	53.3	52.7	50.3	50.6	53.3	52.7	50.3	50.6
2013	52.9	50.2	55.8		52.9	50.2	55.8	56.9
2014					52.7	—	—	—

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Consolidated net sales decreased $~~50.3~~39.3 million or ~~16.6%~~13.4% from the ~~third~~first quarter of ~~2012~~2013 due to decreased Metals segment sales ~~volumes~~pricing and ~~pricing, partially offset by an increase in net sales in the Plastics segment.~~volumes. Consolidated operating loss for the ~~third~~first quarter of 2014 was $7.3 million compared to first quarter of 2013 ~~was~~ ~~$3.0 million~~ ~~which was~~ ~~$13.5 million, or~~ ~~128.8%, lower than~~ ~~third quarter~~ of ~~2012~~consolidated operating ~~income~~loss of $~~10.5~~1.0 million. Consolidated net loss for the ~~third~~first quarter of 2014 was $16.0 million compared to consolidated net loss of $10.6 million for the first quarter of 2013 ~~was~~ ~~$6.9 million~~ ~~which was~~ ~~$10.1 million~~ ~~lower than~~ ~~third quarter~~ of ~~2012~~ ~~consolidated net income of~~ ~~$3.2 million~~ .

~~Results of Operations:~~ ~~Third quarter 2013~~ ~~compared to~~ ~~third quarter 2012~~

~~Consolidated results by business segment are summarized in the following table for the quarter ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012~~.

Favorable/(Unfavorable)
2013 2012 $ Change % Change
Net Sales
Metals $ 220.0
$ 272.4
$ (52.4 ) (19.2 )%
Plastics 33.7
31.6
2.1
6.7 %
Total Net Sales $ 253.7
$ 304.0
$ (50.3 ) (16.6 )%
Cost of Materials
Metals $ 162.7
$ 195.6
$ 32.9
16.8 %
% of Metals Sales 73.9 % 71.8 %
Plastics 24.1
22.4
(1.7 ) (7.4 )%
% of Plastics Sales 71.4 % 70.9 %
Total Cost of Materials $ 186.8
$ 218.0
$ 31.2
14.3 %
% of Total Sales 73.6 % 71.7 %
Operating Costs and Expenses
Metals $ 58.8
$ 64.4
$ 5.6
8.6 %
Plastics 8.6
8.2
(0.4 ) (5.0 )%
Other 2.5
2.9
0.4
14.0 %
Total Operating Costs & Expenses $ 69.9
$ 75.5
$ 5.6
7.3 %
% of Total Sales 27.6 % 24.8 %
Operating (Loss) Income
Metals $ (1.5 ) $ 12.4
(13.9 ) (112.4 )%
% of Metals Sales (0.7 )% 4.6 %
Plastics 1.0
1.0
—
3.8 %
% of Plastics Sales 3.1 % 3.2 %
Other (2.5 ) (2.9 ) 0.4
14.0 %
Total Operating (Loss) Income $ (3.0 ) $ 10.5
(13.5 ) (128.8 )%
% of Total Sales (1.2 )% 3.4 %

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

~~Net Sales:~~

~~Consolidated net sales were~~ ~~$253.7 million, a decrease of~~ ~~$50.3 million, or~~ ~~16.6%, compared to the~~ ~~third quarter~~ of ~~2012. Metals segment sales during the~~ ~~third quarter~~ of ~~2013~~ of ~~$220.0 million~~ ~~were~~ ~~$52.4 million, or~~ ~~19.2%, lower than the same period last year. Plastics segment sales during the~~ ~~third quarter~~ of ~~2013~~ of ~~$33.7 million~~ ~~were~~ ~~$2.1 million, or~~ ~~6.7%~~ ~~higher than the~~ ~~third quarter~~ of ~~2012~~.

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Metals segment average tons sold per day decreased 15.7% compared to the prior year quarter, which was primarily driven by decreases in alloy bar, carbon and alloy plate, tubing and aluminum products. Average sales prices and product mix were lower than the prior year and combined to represent a 3.5% decline in revenue compared to ~~third quarter~~ of ~~2012. Average selling prices were lower for all metal products except alloy bar and aluminum in the~~ ~~third quarter~~ of ~~2013, reflecting lower market prices and a more competitive environment. The increase in Plastics segment sales during the~~ ~~third quarter~~ of ~~2013~~ ~~was primarily due to increased volume and pricing reflecting continued strength in the automotive, life science and marine sectors.~~

~~Cost of Materials:~~

~~Cost of materials (exclusive of depreciation and amortization) during the~~ ~~third quarter~~ of ~~2013~~ ~~was~~ ~~$186.8 million, a decrease of~~ ~~$31.2 million, or~~ ~~14.3%, compared to the~~ ~~third quarter~~ of ~~2012. Cost of materials included LIFO income of $2.4 million in the~~ ~~third quarter~~ of ~~2013~~ ~~compared to LIFO income of $4.4 million in the~~ ~~third quarter~~ of ~~2012~~.

~~Material costs for the Metals segment for the~~ ~~third quarter~~ of ~~2013~~ ~~were~~ ~~$162.7 million, or~~ ~~73.9%~~ ~~as a percent of net sales, compared to~~ ~~$195.6 million, or~~ ~~71.8%~~ ~~as a percent of net sales, for the~~ ~~third quarter~~ of ~~2012. Cost of materials in the Metals segment decreased~~ ~~$32.9 million~~ ~~compared to the~~ ~~third quarter~~ of ~~2012~~ ~~primarily as a result of the decrease in sales volume from the prior year period. Material costs for the Plastics segment of~~ ~~71.4%~~ ~~as a percent of net sales for the~~ ~~third quarter~~ of ~~2013~~ ~~were higher than~~ ~~70.9%~~ ~~for the same period last year due to higher automotive and marine raw material costs resulting from increased demand in these businesses.~~

~~Operating Expenses and Operating Income:~~

~~On a consolidated basis, operating costs and expenses decreased~~ ~~$5.6 million, or~~ ~~7.3%, from~~ ~~$75.5 million, or~~ ~~24.8%~~ ~~of net sales, in the~~ ~~third quarter~~ of ~~2012~~ to ~~$69.9 million, or~~ ~~27.6%~~ ~~of net sales, during the~~ ~~third quarter~~ of ~~2013. Charges of~~ ~~$0.9 million~~ ~~associated with the Company's restructuring were included in operating costs and expenses for the~~ ~~three months ended September 30, 2013~~ ~~compared to no such charges in the prior year period. The restructuring charges impacting operating expenses in the~~ ~~third quarter~~ of ~~2013~~ ~~were cash charges and were in-line with the Company's expectations.~~

~~The decrease in operating expenses for the~~ ~~third quarter~~ of ~~2013~~ ~~compared to the~~ ~~third quarter~~ of ~~2012~~ ~~primarily relates to the following:~~

~~Warehouse, processing and delivery costs decreased by approximately~~ ~~$2.1 million~~ ~~primarily as a result of the decrease in sales activity in the Metals segment for the period as well as cost decreases from the Company's recent restructuring activities;~~

~~Sales, general and administrative costs decreased by~~ ~~$4.5 million~~ primarily as a result of a decrease of $3.0 million in compensation and benefits costs of which $2.1 million is attributable to the Company's recent restructuring activities and the remainder is due to lower variable compensation.

~~Consolidated operating loss for the~~ ~~third quarter~~ of ~~2013, including restructuring charges of~~ ~~$0.9 million, was~~ ~~$3.0 million~~ ~~compared to operating income of~~ ~~$10.5 million~~ ~~for the same period last year.~~

~~Other Income and Expense, Income Taxes and Net Income:~~

~~Interest expense, net was~~ ~~$10.2 million~~ ~~in the~~ ~~third quarter~~ of ~~2013, a decrease of~~ ~~$0.1 million~~ ~~compared to the same period last year.~~

~~Other income related to foreign currency transaction gains was~~ ~~$0.2 million~~ ~~in the~~ ~~third quarter~~ of ~~2013~~ ~~compared to other income of~~ ~~$2.1 million~~ ~~for foreign currency transaction gains in the same period last year. These gains relate to foreign currency transactions and unhedged intercompany financing arrangements.~~

~~The Company recorded an income tax benefit of~~ ~~$4.3 million~~ ~~for the quarter ended~~ ~~September 30, 2013~~ ~~compared to income tax expense of~~ ~~$0.5 million~~ for the same period last year. The Company’s effective tax rate is expressed as ‘Income taxes’, which includes tax expense on the Company’s share of joint venture earnings, as a percentage of ‘Loss ~~before~~ ~~income taxes and equity in earnings of joint venture.’ The effective tax rate for the quarters ended~~ ~~September 30, 2013~~ ~~and~~ ~~2012~~ ~~was~~ ~~32.8%~~ ~~and~~ ~~20.0%~~, respectively. The Company updates its expected annual effective tax rate throughout the year for discrete items and changes in the mix of geographical income (loss). The restructuring charges recognized in the quarter ended ~~September 30, 2013~~ ~~were treated as discrete items in the period.~~

~~Equity in earnings of the Company’s joint venture was~~ ~~$1.9 million~~ ~~in the~~ ~~third quarter~~ of ~~2013~~ ~~and~~ ~~$1.4 million~~ ~~in the same period last year.~~

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~~Consolidated net loss for the~~ ~~third quarter~~ of ~~2013~~ ~~was~~ ~~$6.9 million, or~~ ~~$0.30~~ ~~per diluted share, compared to net income of~~ ~~$3.2 million, or~~ ~~$0.13~~ ~~per diluted share, for the same period in~~ ~~2012~~.

Results of Operations: ~~Nine months~~ ~~2013~~First quarter 2014 compared to ~~nine months~~ ~~2012~~first quarter 2013

Consolidated results by business segment are summarized in the following table for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 and ~~2012~~2013.


							Favorable/(Unfavorable)											Favorable/(Unfavorable)
	2013			2012			$ Change			% Change		2014			2013			$ Change			% Change
Net Sales
Metals	$	717.8		$	901.5		$	(183.7	)	(20.4	)%	$	219.1		$	258.4		$	(39.3	)	(15.2	)%
Plastics	102.0			94.8			7.2			7.6	%	34.3			34.3			—			—	%
Total Net Sales	$	819.8		$	996.3		$	(176.5	)	(17.7	)%	$	253.4		$	292.7		$	(39.3	)	(13.4	)%
Cost of Materials
Metals	$	534.6		$	655.9		$	121.3		18.5	%	$	164.4		$	195.0		$	30.6		15.7	%
% of Metals Sales	74.5		%	72.8		%						75.1		%	75.5		%
Plastics	73.1			66.8			(6.3		)	(9.4	)%	24.1			24.4			0.3			1.4	%
% of Plastics Sales	71.6		%	70.5		%						70.2		%	71.1		%
Total Cost of Materials	$	607.7		$	722.7		$	115.0		15.9	%	$	188.5		$	219.4		$	30.9		14.1	%
% of Total Sales	74.1		%	72.5		%						74.4		%	75.0		%
Operating Costs and Expenses
Metals	$	187.6		$	201.2		$	13.6		6.8	%	$	60.9		$	63.7		$	2.8		4.4	%
Plastics	26.0			25.4			(0.6		)	(2.5	)%	8.7			8.7			—			—	%
Other	6.3			8.8			2.5			28.5	%	2.6			1.9			(0.7		)	(38.2	)%
Total Operating Costs & Expenses	$	219.9		$	235.4		$	15.5		6.6	%	$	72.2		$	74.3		$	2.1		2.8	%
% of Total Sales	26.8		%	23.6		%						28.5		%	25.4		%
Operating Income
Operating (Loss) Income
Metals	$	(4.4	)	$	44.4		$	(48.8	)	(109.9	)%	$	(6.2	)	$	(0.3	)	$	(5.9	)	(2,166.2	)%
% of Metals Sales	(0.6		)%	4.9		%						(2.8		)%	(0.1		)%
Plastics	2.9			2.6			0.3			12.9	%	1.5			1.2			0.3			27.6	%
% of Plastics Sales	2.9		%	2.7		%						4.4		%	3.5		%
Other	(6.3		)	(8.8		)	2.5			28.5	%	(2.6		)	(1.9		)	(0.7		)	(38.2	)%
Total Operating Income	$	(7.8	)	$	38.2		$	(46.0	)	(120.3	)%
Total Operating Loss												$	(7.3	)	$	(1.0	)	$	(6.3	)	(652.5	)%
% of Total Sales	(0.9		)%	3.8		%						(2.9		)%	(0.3		)%

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

Net Sales:

Consolidated net sales were $~~819.8~~253.4 million, a decrease of $~~176.5~~39.3 million, or ~~17.7%~~13.4%, compared to the first ~~nine months~~quarter of ~~2012~~2013. Metals segment sales during the ~~nine~~three months ended ~~September 30,~~March 31, ~~2013~~2014 of $~~717.8~~219.1 million were ~~$183.7~~$39.3 million,, or ~~20.4%~~15.2%, lower than the same period last ~~year. Key end markets have been weak and there has been~~year reflecting lower demand ~~for the Company's Metals segment products~~and softer average selling prices compared to the first ~~nine months~~ ~~of 2012. For the first~~ ~~nine months~~ ~~of the year, the Metal segment's average tons sold per day decreased 19.2% compared to the first~~ ~~nine months~~quarter of ~~2012~~2013. First quarter of 2014 Metals segment sales volumes were 4.5% lower than the first quarter of 2013 and average prices and mix were lower by 10.7%. Within the Metals segment, first quarter 2014 sales were slightly higher in the Aerospace business, but lower in both the Oil and Gas and Industrial businesses. All of the Company's products experienced lower average selling prices when compared to first quarter of 2013, ~~which was primarily driven~~with most average selling prices lower by ~~decreases in alloy bar, tubing, carbon and alloy plate and SBQ bar products.~~6% to 13%.

Plastics segment sales during the first ~~nine months~~quarter of 2014 of $34.3 million were flat compared to the first quarter of 2013 of ~~$102.0 million~~ ~~were~~ ~~$7.2 million, or~~ ~~7.6%~~ ~~higher than~~. There was an increase in demand from the ~~first nine months~~ of ~~2012~~ ~~due to higher sales volumes primarily driven~~Life Science sector which was offset by ~~strength~~a slight decline in demand from the ~~automotive, life science and marine sectors.~~Automotive sector.

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Cost of Materials:

Cost of materials (exclusive of depreciation and amortization) during the first ~~nine months~~quarter of ~~2013~~2014 was $~~607.7~~188.5 million, a decrease of $~~115.0~~30.9 million, or ~~15.9%~~14.1%, compared to the first ~~nine months~~quarter of ~~2012~~2013. Cost of materials included LIFO income of ~~$4.7~~$1.2 million in the first ~~nine months~~quarter of ~~2013~~2014 compared to LIFO expense of ~~$1.7~~$0.7 million in the first ~~nine months~~quarter of ~~2012~~2013. In addition, restructuring charges of ~~$1.2~~$0.8 million impacted cost of materials in the first ~~nine months~~quarter of 2013. There were no restructuring charges impacting cost of materials in the first quarter of 2014.

Material costs for the Metals segment for the first ~~nine months~~quarter of ~~2013~~2014 were $~~534.6~~164.4 million, or ~~74.5%~~75.1% as a percent of net sales, compared to $~~655.9~~195.0 million, or ~~72.8%~~75.5% as a percent of net sales, for the first ~~nine months~~quarter of ~~2012~~2013. Cost of materials in the Metals segment decreased $~~121.3~~30.6 million compared to the first ~~nine months~~quarter of ~~2012~~2013 primarily as a result of the softer pricing environment and decrease in ~~demand from~~demand. First quarter 2014 material costs as a percentage of net sales for the ~~prior year period.~~Metals segment were flat compared to the first quarter of 2013 excluding restructuring charges. Material costs for the Plastics segment ofwere ~~71.6%~~$24.1 million ~~as a percent of net sales~~ for the first ~~nine months~~quarter of ~~2013~~2014 ~~were higher~~ compared to ~~70.5%~~$24.4 million for the same period last ~~year due to higher raw~~year. Plastics segment material costs ~~experienced~~as a percentage of net sales improved from 71.1% in the ~~industry.~~first quarter of 2013 to 70.2% in the first quarter of 2014.

Operating Expenses and Operating Income:

On a consolidated basis, operating costs and expenses decreased $~~15.5~~2.1 million, or ~~6.6%~~2.8%, compared to the first ~~nine months~~quarter of ~~2012~~2013. Operating costs and expenses, including restructuring charges of ~~$8.7~~$0.7 million,, were $~~219.9~~72.2 million, or ~~26.8%~~28.5% of net sales, compared to ~~$235.4~~$74.3 million,, including $2.2 million of restructuring charges, or ~~23.6%~~25.4% of net sales, during the first ~~nine months~~quarter of ~~2012. There were no restructuring charges included in the operating costs and expenses for the~~ ~~first nine months~~ of ~~2012~~2013. The restructuring charges ~~impacting operating expenses~~incurred during the first quarter of 2014 and 2013 were cash charges and were in-line with the Company's expectations.

The $2.1 million decrease in operating expenses for the first ~~nine months~~quarter of ~~2013~~2014 compared to the first ~~nine months~~quarter of ~~2012~~2013 ~~primarily relates~~is due to a $1.5 million decrease in restructuring charges and a $0.6 million decrease in warehouse, processing and delivery costs, sales, general and administrative costs and depreciation and amortization.

During the ~~following:~~first quarter of 2014, the Company achieved the $6.0 million of structural costs savings expected from its January 2013 and October 2013 restructuring activities. However, these cost savings were offset by $1.0 million of costs associated with severe weather during the quarter, $2.9 million of premium temporary costs incurred in order to execute certain initiatives and $1.6 million of other timing related items that impacted the first quarter of 2014 that were not present during the same period in 2013. Costs associated with the severe weather, such as higher utilities and repair and maintenance costs, are not expected to reoccur. The premium temporary costs such as, overtime, temporary labor and consulting fees are considered short-term in nature and are expected to be substantially managed out of the business during the second quarter of 2014.

Warehouse, processing and delivery costs decreased by approximately $~~7.7~~0.2 million ~~primarily~~ as a result of ~~the decrease in~~decreased sales activity in the Metals segment for the period and cost ~~decreases~~improvements resulting from ~~the recent~~2013 restructuring ~~activities,~~activities. This decrease in costs was partially offset by cost increases from restructuring related facility transitions, optimizing operations and ~~a decrease of $2.4 million in compensation and benefit costs, partially attributable to the Company's recent restructuring activities;~~addressing weather related issues;

Sales, general and administrative costs decreased by $~~16.8~~0.3 million ~~primarily~~ as a result of ~~a decline of $10.3 million in compensation and benefits costs of which $6.6 million is attributable to the Company's recent~~cost improvements from 2013 restructuring activities offset by investments in the commercial foundation, including commercial hiring, and ~~the remainder is due~~costs related to ~~lower variable compensation and other compensation and benefits.~~optimizing our commercial structure.

Consolidated operating loss for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, including restructuring charges of ~~$9.9~~$0.7 million,, was $~~7.8~~7.3 million compared to operating ~~income~~loss of $~~38.2~~1.0 million, including $3.0 million of restructuring charges, for the same period last year.

Other Income and Expense, Income Taxes and Net Income:

Interest expense was $~~30.5~~10.0 million in the first ~~nine months~~quarter of ~~2013~~2014, a decrease of $~~15.6~~0.2 million versus the same period last year as a result of reduced borrowing under the ~~decrease~~revolving credit facility and the retirement of $15.0 million of senior secured debt in ~~interest charges associated with~~ the ~~unrealized loss on the conversion option associated with the convertible debt, which is no longer required to be marked-to-market through earnings.~~fourth quarter of 2013.

Other expense related to foreign currency transaction losses was $~~1.4~~0.7 million in the first ~~nine months~~quarter of ~~2013~~2014 compared to $~~1.8~~2.3 million of foreign currency transaction ~~gains~~losses for the same period last year. The majority of these transaction losses ~~and gains~~ related to unhedged intercompany financing arrangements between the United States and the United Kingdom and ~~Canada, respectively.~~Canada.

The Company recorded an income tax benefit of $~~13.5~~0.1 million for the ~~year to date September 30, 2013~~first quarter of 2014 compared to a tax ~~expense~~benefit of $~~4.2~~1.4 million for the same period last year. The Company’s effective tax rate is expressed as ‘Income taxes’, which

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includes tax expense on the Company’s share of joint venture earnings, as a percentage of ‘Income before income taxes and equity in earnings of joint venture.’ The effective tax rate for the ~~year to date September 30, 2013~~first quarter of 2014 and ~~2012~~2013 was ~~34.0%~~0.3% and ~~(69.5)%~~10.2%, respectively. The ~~change in the~~ effective tax rate ~~compared~~for the first quarter of the 2014 was impacted primarily by the recognition of a $2.7 million valuation allowance against all existing deferred tax assets of the Company’s UK subsidiary and $3.0 million from not recognizing the full tax benefit on the first quarter losses in the U.S. and UK. Historical performance of the U.S. and UK entities combined with their current period losses and future earnings projections led management to the ~~first nine months~~conclude that the above mentioned deferred tax assets and benefits were not likely to be realized. Additionally, the geographical mix and timing of ~~2012~~ ~~was primarily the result of the non-deductibility of the unrealized loss on the conversion option associated with the convertible debt in the~~ ~~nine months ended September 30, 2012~~,income (losses) as well as the discrete treatment of the restructuring charges ~~which were treated as discrete items in~~incurred during the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 ~~and a change in~~also impacted the ~~geographical mix~~effective rate for the first quarter of ~~income (loss)~~2014.

~~Table of Contents~~

Equity in earnings of the Company’s joint venture was $~~4.8~~1.9 million in the ~~nine months ended September 30, 2013~~first quarter of 2014, which ~~was~~increased $~~1.3~~0.4 million ~~less than~~compared to the same period last year. ~~Lower~~Improved demand and pricing for Kreher’s products was the primary factor contributing to the ~~decrease~~increase in equity in earnings of the Company’s joint venture.

Consolidated net loss for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 was $~~21.3~~16.0 million, or $~~0.92~~0.69 per diluted share, compared to a net loss of $~~4.1~~10.6 million, or $~~0.18~~0.46 per diluted share, for the same period in ~~2012~~2013.

Liquidity and Capital Resources

Cash and cash equivalents increased by ~~$19.9 million~~ ~~for the~~ ~~nine months ended September 30, 2013~~ ~~compared to a~~ ~~decrease~~ of ~~$10.5 million~~ ~~for the same period last year.~~ (decreased) as follows:



	Three months ended March 31,
	2014			2013
Net cash from (used in) operating activities	$	(2.9	)	$	32.6
Net cash used in investing activities	(2.0		)	(1.4		)
Net cash from (used in) financing activities	—			(30.7		)
Effect of exchange rate changes on cash and cash equivalents	(0.2		)	(0.7		)
Net increase (decrease) in cash and cash equivalents	$	(5.1	)	$	(0.2	)

The Company’s principal sources of liquidity are cash provided by operations and available borrowing capacity to fund working capital needs and growth initiatives. Cash ~~from~~used in operations for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 was $~~65.7~~2.9 million compared to cash ~~used in~~from operations of $~~12.9~~32.6 million for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013. Specific components of the change in working capital are highlighted below:

During the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, higher accounts receivable resulted in $~~9.1~~17.9 million of cash flow use compared to an $~~11.9~~25.8 million of cash flow ~~source from lower accounts receivable~~use for the same period last year. Average receivable days outstanding was ~~50.6~~49.3 days for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 compared to ~~48.6~~50.5 days for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013.

During the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, lower inventory levels were a $~~59.0~~0.9 million cash flow source compared to a $~~82.6~~32.3 million of cash flow ~~use~~source for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013 ~~from higher inventory levels.~~. Average days sales in inventory was ~~177.2~~163.6 days for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 compared to ~~182.1~~173.4 days for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013.

During the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, increases in accounts payable and accrued liabilities were a $~~28.3~~23.2 million cash flow source compared to a $~~30.8~~29.6 million cash flow source for the same period last year. Accounts payable days outstanding was ~~38.9~~40.7 days for the first ~~nine months~~quarter of ~~2013~~2014 compared to ~~56.2~~35.7 days for the same period last year.

In December 2011, in conjunction with the acquisition of Tube Supply (the "Acquisition"), the Company issued $225.0 million aggregate principal amount of 12.75% Senior Secured Notes due 2016, $57.5 million aggregate principal amount of 7.0% Convertible Senior Notes due 2017 and entered into a $100.0 million senior secured asset based revolving credit facility (the “Revolving Credit Facility”). Net proceeds of $304.6 million were used to complete the Acquisition, pay-off amounts outstanding under our previous credit agreement and for general corporate purposes.

Historically, the Company’s primary uses of liquidity and capital resources have been capital expenditures, payments on debt (including interest payments)~~, acquisitions~~ and ~~dividend payments.~~acquisitions. Management believes the Company will be able to generate sufficient cash from operations and planned working capital improvements to fund its ongoing capital expenditure programs and meet its debt obligations for at least the next twelve months. Furthermore, the Company has available borrowing capacity under the Revolving Credit Facility. The Company's debt agreements impose significant operating and financial restrictions which may prevent the Company from executing certain business opportunities such as, making acquisitions or paying dividends, among other things. The Revolving Credit Facility contains a springing financial maintenance covenant requiring the Company to maintain the ratio (as defined in the agreement) of EBITDA to fixed charges of 1.1 to 1.0 when excess availability is less than the greater of 10% of the calculated borrowing base (as defined in the agreement) or ~~$10.0~~$12.5 million. In addition, if excess availability is less than the greater of 12.5% of the calculated borrowing base (as defined in the agreement) or ~~$12.5~~$15.6 million, the lender has the right to take full dominion

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of the Company’s cash collections and apply these proceeds to outstanding loans under the Revolving Credit Agreement (“~~cash dominion”~~Cash Dominion”). The Company's ratio of EBITDA to fixed charges was 0.14 for the twelve months ended March 31, 2014. At this ratio, the Company's current maximum borrowing capacity would be $99.7 million before triggering Cash Dominion. Based on the Company’s cash projections, it does not anticipate a scenario whereby ~~cash dominion~~Cash Dominion would occur during the next twelve months.

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The Company is committed to maintaining a strong financial position through maintaining sufficient levels of available liquidity, managing working capital and monitoring the Company’s overall capitalization. Cash and cash equivalents at ~~September 30, 2013~~March 31, 2014 were $~~41.5~~25.7 million, and the Company had $~~89.8~~115.3 million of available borrowing capacity under its Revolving Credit Facility. Approximately ~~58.3%~~28.5% of the Company’s consolidated cash and cash equivalents balance resides in the United States. As foreign earnings are permanently reinvested, availability under the Company’s Revolving Credit Facility would be used to fund operations in the United States should the need arise in the future.

In January 2014, the Company partially exercised the accordion option under its revolving credit facility to increase the aggregate commitments by $25.0 million. As a result, the Company's borrowing capacity increased from $100.0 million to $125.0 million, and the Company maintains the ability to exercise the accordion for an additional $25.0 million of aggregate commitments in the future.

In November 2013, the Company purchased $15.0 million aggregate principal amount of its Senior Secured Notes in the open market with available cash. The Senior Secured Notes that were purchased by the Company were subsequently retired.

Working capital, at ~~September 30, 2013~~ ~~was~~ ~~$323.8 million~~ ~~compared to~~ ~~$379.3 million~~ at ~~December 31, 2012. The~~ ~~decrease~~ ~~in working capital is primarily due to lower inventory~~defined as current assets less current liabilities, and the balances of ~~$60.1 million, higher accounts payable of~~ ~~$17.8 million~~ ~~and higher accrued liabilities of~~ ~~$8.9 million~~ ~~partially offset by higher cash and cash equivalents of~~ ~~$19.9 million~~ ~~and higher accounts receivable of~~ ~~$8.4 million, comparatively from~~ ~~December 31, 2012~~ to ~~September 30, 2013~~.its significant components are as follows:



	March 31,		December 31,		Increase (Decrease)
	2014		2013		to Working Capital
Working capital	$	277.8	$	289.4	$	(11.6	)
Accounts payable	88.3		69.6		(18.7		)
Cash and cash equivalents	25.7		30.8		(5.1		)
Accrued liabilities	34.7		30.0		(4.7		)
Accounts receivable	145.9		128.5		17.4

The Company monitors its overall capitalization by evaluating total debt to total capitalization. Total debt to total capitalization is defined as the sum of ~~short-~~short-term and long-term debt, divided by the sum of total debt and stockholders’ equity. Total debt to total capitalization was ~~44.9%~~45.7% at ~~September 30, 2013~~March 31, 2014 and ~~46.8%~~44.3% at December 31, ~~2012~~2013. Over the long-term, the Company plans to continue to improve its total debt to total capitalization by improving operating results, managing working capital and using cash generated from operations to repay outstanding debt. As and when permitted by term of agreements noted above, depending on market conditions, the Company may decide in the future to refinance, redeem or repurchase its debt and take other steps to reduce its debt or lease obligations or otherwise improve its overall financial position.

Cash paid for capital expenditures for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 was $~~7.6~~2.0 million, a ~~decrease~~increase of $~~1.4~~0.1 million compared to the same period last year. Management believes that annual capital expenditures will be ~~between $10.0~~approximately $12 million ~~and $12.0~~to $14 million in ~~2013~~2014.

The Company’s principal payments on long-term debt, including the current portion of long-term debt, required during the next five years and thereafter are summarized below:


2013	$	0.1
2014	0.4		$	0.3
2015	0.4		0.4
2016	225.2		210.2
2017	57.5		57.5
2018 and beyond	—
2018			—
2019 and beyond			—
Total debt	$	283.6	$	268.4

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As of ~~September 30, 2013~~March 31, 2014, the Company had $6.7 million of irrevocable letters of credit outstanding, which primarily consisted of $4.0 million for collateral associated with commodity hedges and $1.9 million for compliance with the insurance reserve requirements of its workers’ compensation insurance carriers.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate, commodity price and foreign exchange rate risks that arise in the normal course of business. There have been no significant or material changes to such risks since December 31, ~~2012~~2013. Refer to Item 7a in the Company’s Annual Report on Form 10-K ~~as amended,~~ filed for the year ended December 31, ~~2012~~2013 for further discussion of such risks.


Item 4.	Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

A review and evaluation was performed by the Company’s management, including the 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 Securities Exchange Act of 1934). Based upon that review and evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

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(b) Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act that occurred during the three months ended ~~September 30, 2013~~March 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II. OTHER INFORMATION


Item 1.	Legal Proceedings

(Amounts in millions)

During the quarter ended March 31, 2013, the Company received warranty and other claims from certain customers regarding alleged quality defects with certain alloy round bar products sold by the Company in 2012 and ~~2013~~.2013. The Company evaluated the information provided by the customers and issued a notice of potential defect to other affected customers. ~~As previously reported, the~~The Company ~~estimated~~estimates that it may incur costs for warranty and other customer claims associated with the alleged quality defects from ~~$0.3~~$0.3 million to ~~$1.3 million~~.$1.3 million. Based on the information available as of ~~September 30, 2013~~,March 31, 2014, the ~~Company increased its~~Company's best estimate of the probable loss resulting from these claims ~~from its previous estimate~~is $1.2 million, which was included as a reduction of ~~$0.7 million to~~ ~~$1.2 million~~ ~~of which approximately~~ ~~$0.2 million~~ ~~and~~ ~~$0.9 million~~ ~~are included in cost of materials~~net sales for the ~~three~~year ended December 31, 2013. As of March 31, 2014, approximately $0.2 million remained accrued against accounts receivable in current assets for future payments and ~~nine months ended~~ ~~September 30, 2013, respectively.~~credits. The Company ~~believes that amounts paid to customers will be recoverable from~~is pursuing claims against the original supplier of the products. There can be no assurance that the Company's losses related to these claims will not exceed the Company's estimated ~~range of loss, or that the Company will be able to recover any amounts from the original supplier of the products.~~range.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Directors of the Company who are not employees may elect to defer receipt of up to 100% of his or her cash ~~retainer and meeting fees.~~retainer. A director who defers board compensation may select either an interest or a stock equivalent investment option for amounts in the director's deferred compensation account. Disbursement of the stock equivalent unit account may be in shares of Company common stock or in cash as designated by the director. If payment from the stock equivalent unit account is made in shares of the Company's common stock, the number of shares to be distributed will equal the number of full stock equivalent units held in the director's account. On ~~July 1, 2013,~~January 2, 2014, receipt of approximately ~~476~~513 shares was deferred as payment for the board compensation. The shares were acquired at a price of ~~$15.74~~$14.61 per share, which represented the closing price of the Company's common stock on the ~~day as of which~~date such fees would otherwise have been paid to the director. Exemption from registration of the shares is claimed by the ~~company~~Company under Section 4(2) of the Securities Act of 1933, as amended.

The table below presents shares of the Company’s common stock which were acquired by the Company during the three months ended March 31, 2014:



Period	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs
January 1 through January 31	—	—		—	—
February 1 through February 28	11,901	$	13.87	—	—
March 1 through March 31	—	—		—	—
Total	11,901	$	13.87	—	—


⁽¹⁾	The total number of shares purchased represents shares surrendered to the Company by employees to satisfy tax withholding obligations upon vesting of performance share units awarded pursuant to the Company’s 2011-2013 Long-Term Compensation Plan. The Company does not have any publicly announced share repurchase plans or programs.

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Item 6.	Exhibits



Exhibit No.		Description
~~3.4~~		~~Articles Supplementary of A.M. Castle & Co. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on August 14, 2013. Commission File No. 1-05415.~~
~~3.5~~		Amended and Restated Bylaws of A.M. Castle & Co. adopted August 13, 2013. Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on August 14, 2013. Commission File No. 1-05415.
~~4.4~~		Amendment No. 1 to Rights Agreement, dated as of August 13, 2013, by and between A.M. Castle & Co. and American Stock Transfer & Trust Company, LLC, as Rights Agent. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on August 14, 2013. Commission File No. 1-05415.
10.3810.39		Employment Offer Letter dated ~~July 1, 2013,~~March 7, 2014, between ~~A.M.~~A. M. Castle & Co. and Mr. ~~Steve Letnich.~~Marec Edgar
31.1		CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2		CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1		CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS		XBRL Instance Document⁽¹⁾
101.SCH		XBRL Taxonomy Extension Schema Document⁽¹⁾
101.CAL		XBRL Taxonomy Calculation Linkbase Document⁽¹⁾
101.LAB		XBRL Taxonomy Label Linkbase Document⁽¹⁾
101.PRE		XBRL Taxonomy Presentation Linkbase Document⁽¹⁾


~~(1)~~	Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by

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~~reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.~~


*	This agreement is considered a compensatory plan or arrangement.

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SIGNATURE

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:	~~October 31, 2013~~April 30, 2014	By:	/s/ Patrick R. Anderson
			Patrick R. Anderson
			Vice President, – Controller and Chief Accounting Officer
			(Mr. Anderson has been authorized to sign on behalf of the Registrant.)

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Exhibit Index

The following exhibits are filed herewith or incorporated herein by reference:



Exhibit No.	Description	Page
~~3.4~~	~~Articles Supplementary of A.M. Castle & Co. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on August 14, 2013. Commission File No. 1-05415.~~
~~3.5~~	Amended and Restated Bylaws of A.M. Castle & Co. adopted August 13, 2013. Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on August 14, 2013. Commission File No. 1-05415.
~~4.4~~	Amendment No. 1 to Rights Agreement, dated as of August 13, 2013, by and between A.M. Castle & Co. and American Stock Transfer & Trust Company, LLC, as Rights Agent. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on August 14, 2013. Commission File No. 1-05415.
10.3810.39	Employment Offer Letter dated ~~July 1, 2013,~~March 7, 2014, between ~~A.M.~~A. M. Castle & Co. and Mr. ~~Steve Letnich.~~Marec Edgar	E-1
31.1	CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002	~~E-3~~E-4
31.2	CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002	~~E-4~~E-5
32.1	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002	~~E-5~~E-6
101.INS	XBRL Instance Document⁽¹⁾
101.SCH	XBRL Taxonomy Extension Schema Document⁽¹⁾
101.CAL	XBRL Taxonomy Calculation Linkbase Document⁽¹⁾
101.LAB	XBRL Taxonomy Label Linkbase Document⁽¹⁾
101.PRE	XBRL Taxonomy Presentation Linkbase Document⁽¹⁾


~~(1)~~	Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.


*	This agreement is considered a compensatory plan or arrangement.

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	For the Three Months Ended				For the Nine Months Ended
	September 30, 2012				September 30, 2012
	As Previously Reported		After Reclassification		As Previously Reported		After Reclassification
Sales, general and administrative expense	$	30,319	$	32,380	$	100,425	$	102,237
Other income (expense)	—		2,061		—		1,812



	September 30, 2013				December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	118,387	$	52,696	$	119,118	$	45,317
Non-compete agreements	3,888		3,485		3,888		3,235
Trade name	8,091		1,760		8,297		1,188
Developed technology	1,400		836		1,400		486
Total	$	131,766	$	58,777	$	132,703	$	50,226



	Charges incurred during the
	Three months ended		Nine months ended
	September 30, 2013		September 30, 2013
Employee termination and related benefits	$	279	$	2,493
Lease termination costs	—		1,830
Moving costs associated with plant consolidations	555		4,014
Other exit costs	51		366
Inventory write-offs	—		1,236
Total	$	885	$	9,939



			Period Activity
	Balance as of January 1		Charges ^(a)		Cash payments			Impairment			Balance as of September 30 ^(b)
Employee termination and related benefits	$	—	$	2,493	$	(1,642	)	$	—		$	851
Lease termination costs	—		1,830		(252		)	—			1,578
Moving costs associated with plant consolidations	—		4,014		(3,695		)	(169		)	150
Other exit costs	—		366		(366		)	—			—
Inventory write-offs	—		1,236		—			(1,236		)	—
Total	$	—	$	9,939	$	(5,955	)	$	(1,405	)	$	2,579