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 ~~June 30, 2017~~March 31, 2018



¨	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

(Former name, former address and former fiscal year, if changed since last report) None

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	ý
			Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Yes ¨ No ý

The number of shares outstanding of the registrant’s common stock as of ~~August 4, 2017~~May 10, 2018 was ~~32,486,039~~3,802,839 shares.

A. M. Castle & Co.

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Amounts in thousands, except par value and per share data


A.M. Castle & Co. (Debtor-In-Possession) Condensed Consolidated Balance Sheets
A.M. Castle & Co. Condensed Consolidated Balance Sheets							A.M. Castle & Co. Condensed Consolidated Balance Sheets
	As of						Successor
	June 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	11,220		$	35,624		$	7,778		$	11,104
Accounts receivable, less allowances of $1,766 and $1,945, respectively	83,592			64,385
Accounts receivable, less allowances of $1,663 and $1,586, respectively							91,784			74,370
Inventories	149,457			146,603			158,064			154,491
Prepaid expenses and other current assets	16,735			10,141			16,073			12,274
Income tax receivable	154			433			1,923			1,576
Total current assets	261,158			257,186			275,622			253,815
Intangible assets, net	1,041			4,101
Goodwill and intangible assets, net							8,176			8,176
Prepaid pension cost	10,293			8,501			11,433			10,745
Deferred income taxes	491			381			1,298			1,278
Other noncurrent assets	8,643			9,449			1,934			1,344
Property, plant and equipment:
Land	2,072			2,070			5,581			5,581
Buildings	37,430			37,341			21,238			21,296
Machinery and equipment	129,734			125,836			34,645			33,011
Property, plant and equipment, at cost	169,236			165,247			61,464			59,888
Accumulated depreciation	(121,257		)	(115,537		)	(5,211		)	(2,961		)
Property, plant and equipment, net	47,979			49,710			56,253			56,927
Total assets	$	329,605		$	329,328		$	354,716		$	332,285
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	43,992		$	33,083		$	52,911		$	41,757
Accrued and other current liabilities	15,593			19,854			16,396			13,931
Income tax payable	365			209			163			262
Short-term borrowings							4,803			5,854
Current portion of long-term debt	105,861			137			119			118
Total current liabilities	165,811			53,283			74,392			61,922
Long-term debt, less current portion	—			286,459			214,977			199,903
Deferred income taxes							16,294			16,166
Build-to-suit liability	12,749			12,305			9,431			10,148
Other noncurrent liabilities	5,353			5,978			3,727			3,784
Pension and postretirement benefit obligations	6,243			6,430			6,344			6,377
Liabilities subject to compromise	211,363			—
Commitments and contingencies (Note 14)
Stockholders’ deficit:
Preferred stock, $0.01 par value—9,988 shares authorized (including 400 Series B Junior Preferred, $0.00 par value); no shares issued and outstanding at June 30, 2017 and December 31, 2016	—			—
Common stock, $0.01 par value—60,000 shares authorized; 32,768 shares issued and 32,486 outstanding at June 30, 2017 and 32,768 shares issued and 32,566 outstanding at December 31, 2016	327			327
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.01 par value—200,000 Class A shares authorized with 3,734 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively							37			37
Additional paid-in capital	245,357			244,825			51,526			49,944
Accumulated deficit	(289,324		)	(253,291		)	(18,468		)	(13,327		)
Accumulated other comprehensive loss	(27,196		)	(25,939		)	(3,544		)	(2,669		)
Treasury stock, at cost—282 shares at June 30, 2017 and 202 shares at December 31, 2016	(1,078		)	(1,049		)
Total stockholders’ deficit	(71,914		)	(35,127		)
Total liabilities and stockholders’ deficit	$	329,605		$	329,328
Total stockholders’ equity							29,551			33,985
Total liabilities and stockholders’ equity							$	354,716		$	332,285

The accompanying notes are an integral part of these financial statements.


A.M. Castle & Co. (Debtor-In-Possession) Condensed Consolidated Statements of Operations and Comprehensive Loss
A.M. Castle & Co. Condensed Consolidated Statements of Operations and Comprehensive Loss													A.M. Castle & Co. Condensed Consolidated Statements of Operations and Comprehensive Loss
	Three Months Ended						Six Months Ended						Successor			Predecessor
	June 30,						June 30,						Three Months Ended March 31, 2018			Three Months Ended March 31, 2017 As Adjusted*
	2017			2016			2017			2016
Net sales	$	136,482		$	130,692		$	272,408		$	294,540		$	145,873		$	135,926
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization)	102,052			97,644			203,089			231,402			109,904			101,037
Warehouse, processing and delivery expense	19,318			20,808			38,037			44,211			20,355			18,719
Sales, general and administrative expense	14,605			17,229			29,091			34,666			16,548			15,096
Restructuring expense	40			2,044			168			13,762			—			128
Depreciation and amortization expense	3,895			4,260			7,759			8,653			2,376			3,864
Total costs and expenses	139,910			141,985			278,144			332,694			149,183			138,844
Operating loss	(3,428		)	(11,293		)	(5,736		)	(38,154		)	(3,310		)	(2,918		)
Interest expense, net	10,064			9,599			20,800			19,968			7,126			11,946
Financial restructuring expense	5,723			—			6,600			—			—			877
Unrealized (gain) loss on embedded debt conversion option	—			(1,284		)	146			(1,284		)
Debt restructuring (gain) loss, net	—			(513		)	—			6,562
Other (income) expense, net	(2,247		)	(2,808		)	(2,759		)	(1,663		)
Reorganization items, net	5,502			—			5,502			—
Loss from continuing operations before income taxes and equity in losses of joint venture	(22,470		)	(16,287		)	(36,025		)	(61,737		)
Income tax expense	71			531			8			196
Loss from continuing operations before equity in losses of joint venture	(22,541		)	(16,818		)	(36,033		)	(61,933		)
Equity in losses of joint venture	—			(4,452		)	—			(4,141		)
Loss from continuing operations	(22,541		)	(21,270		)	(36,033		)	(66,074		)
Income from discontinued operations, net of income taxes	—			—			—			7,934
Unrealized loss on embedded debt conversion option													—			146
Other income, net													(4,774		)	(2,332		)
Loss before income taxes													(5,662		)	(13,555		)
Income tax benefit													(521		)	(63		)
Net loss	$	(22,541	)	$	(21,270	)	$	(36,033	)	$	(58,140	)	$	(5,141	)	$	(13,492	)

Basic and diluted earnings (loss) per common share:
Continuing operations	$	(0.70	)	$	(0.77	)	$	(1.12	)	$	(2.57	)
Discontinued operations	—			—			—			0.31
Net basic and diluted loss per common share	$	(0.70	)	$	(0.77	)	$	(1.12	)	$	(2.26	)
Basic and diluted loss per common share													$	(2.57	)	$	(0.42	)

Comprehensive loss:
Net loss	$	(22,541	)	$	(21,270	)	$	(36,033	)	$	(58,140	)	$	(5,141	)	$	(13,492	)
Change in unrecognized pension and postretirement benefit costs, net of tax	214			456			428			912			—			214
Foreign currency translation adjustments, net of tax	(685		)	(4,075		)	(1,685		)	(3,464		)	(875		)	(1,000		)
Comprehensive loss	$	(23,012	)	$	(24,889	)	$	(37,290	)	$	(60,692	)	$	(6,016	)	$	(14,278	)

* Adjusted due to the adoption of ASU No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." See Note 3 - New Accounting Standards, for additional information.													* Adjusted due to the adoption of ASU No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." See Note 3 - New Accounting Standards, for additional information.

The accompanying notes are an integral part of these financial statements.

A.M. Castle & Co. (Debtor-In-Possession)
Condensed Consolidated Statements of Cash Flows
Six Months Ended
June 30,
2017 2016
Operating activities:
Net loss $ (36,033 ) $ (58,140 )
Less: Income from discontinued operations, net of income taxes —
7,934
Loss from continuing operations (36,033 ) (66,074 )
Adjustments to reconcile loss from continuing operations to net cash used in operating activities of continuing operations:
Depreciation and amortization 7,759
8,653
Amortization of deferred gain (38 ) (79 )
Amortization of deferred financing costs and debt discount 3,056
3,633
Debt restructuring loss, net —
6,562
Non-cash reorganization items, net 4,850
—
Loss from lease termination —
4,452
Unrealized loss (gain) on embedded debt conversion option 146
(1,284 )
Loss on sale of property, plant and equipment 7
1,650
Unrealized gain on commodity hedges —
(598 )
Unrealized foreign currency transaction gain (3,153 ) (88 )
Equity in losses of joint venture —
4,141
Share-based compensation expense 442
566
Deferred income taxes (1,325 ) —
Other, net 446
—
Changes in assets and liabilities:
Accounts receivable (16,729 ) (6,118 )
Inventories 487
26,729
Prepaid expenses and other current assets (6,262 ) (1,769 )
Other noncurrent assets 1,533
(3,026 )
Prepaid pension costs (1,792 ) (264 )
Accounts payable 5,976
1,937
Income tax payable and receivable 433
51
Accrued and other current liabilities 7,200
498
Pension and postretirement benefit obligations and other noncurrent liabilities (353 ) 1,201
Net cash used in operating activities of continuing operations (33,350 ) (19,227 )
Net cash used in operating activities of discontinued operations —
(5,219 )
Net cash used in operating activities (33,350 ) (24,446 )
Investing activities:
Capital expenditures (2,264 ) (1,912 )
Proceeds from sale of property, plant and equipment 47
2,836
Change in cash collateralization of letters of credit 246
—
Net cash (used in) from investing activities of continuing operations (1,971 ) 924
Net cash from investing activities of discontinued operations —
53,570
Net cash (used in) from investing activities (1,971 ) 54,494
Financing activities:
Proceeds from long-term debt 12,500
426,861
Repayments of long-term debt (126 ) (447,185 )
Payments of debt restructuring costs —
(8,677 )
Payments of debt issue costs (1,831 ) —
Payments of build-to-suit liability —
(237 )
Net cash from (used in) financing activities 10,543
(29,238 )
Effect of exchange rate changes on cash and cash equivalents 374
(55 )


A.M. Castle & Co. (Debtor-In-Possession) Condensed Consolidated Statements of Cash Flows
A.M. Castle & Co. Condensed Consolidated Statements of Cash Flows						A.M. Castle & Co. Condensed Consolidated Statements of Cash Flows
	Six Months Ended					Successor			Predecessor
	June 30,					Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
	2017			2016
Operating activities:
Net loss						$	(5,141	)	$	(13,492	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization						2,376			3,864
Amortization of deferred financing costs and debt discount						1,580			1,410
Unrealized loss on embedded debt conversion option						—			146
Gain on sale of property, plant and equipment						(5		)	(2		)
Unrealized foreign currency gain						(991		)	(527		)
Noncash interest paid in kind						2,954			—
Noncash compensation expense						646			154
Deferred income taxes						127			(734		)
Other, net						154			207
Changes in assets and liabilities:
Accounts receivable						(17,195		)	(15,164		)
Inventories						(3,389		)	(10,285		)
Prepaid expenses and other current assets						(3,848		)	(3,938		)
Other noncurrent assets						312			2,635
Prepaid pension costs						(688		)	(718		)
Accounts payable						11,095			15,281
Income tax payable and receivable						(440		)	144
Accrued and other current liabilities						1,304			3,652
Pension and postretirement benefit obligations and other noncurrent liabilities						(54		)	(171		)
Net cash used in operating activities						(11,203		)	(17,538		)
Investing activities:
Capital expenditures						(1,538		)	(1,096		)
Proceeds from sale of property, plant and equipment						5			2
Proceeds from release of cash collateralization of letters of credit						—			45
Net cash used in investing activities						(1,533		)	(1,049		)
Financing activities:
Proceeds from long-term debt including credit facilities						11,500			—
Repayments of long-term debt including credit facilities						(22		)	(78		)
Repayments of short-term borrowings, net						(1,191		)	—
Payments of debt issue costs						—			(911		)
Payments of build-to-suit liability						(897		)	—
Net cash from (used in) financing activities						9,390			(989		)
Effect of exchange rate changes on cash and cash equivalents						20			197
Net change in cash and cash equivalents	(24,404		)	755		(3,326		)	(19,379		)
Cash and cash equivalents - beginning of period	35,624			11,100
Cash and cash equivalents - beginning of year						11,104			35,624
Cash and cash equivalents - end of period	$	11,220		$	11,855	$	7,778		$	16,245

The accompanying notes are an integral part of these financial statements.

A. M. Castle & Co. ~~(Debtor-In-Possession)~~

Notes to Condensed Consolidated Financial Statements

Unaudited - Amounts in thousands except per share data and percentages

(1) Basis of Presentation

As previously disclosed, on June 18, 2017 (the "Petition Date"), A. M. Castle & Co. (the "Company") and four of its subsidiaries (together with the Company, the "Debtors") filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the District of Delaware in Wilmington, Delaware (the "Bankruptcy Court"). Also on June 18, 2017, the Debtors filed the Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court and on July 25, 2017, the Debtors filed the Debtors' Amended Prepackaged Joint Chapter 11 Plan of Reorganization (the "Plan") with the Bankruptcy Court. On August 2, 2017, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Plan. On August 31, 2017 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from their chapter 11 cases. Refer to Note 2 - Bankruptcy Related Disclosures.

The ~~condensed consolidated~~Condensed Consolidated Financial Statements included herein have been prepared to reflect the application of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 852, "Reorganizations" and ASC 805, "Business Combinations". Accordingly, the Company adopted fresh-start accounting upon emergence from their chapter 11 cases and became a new entity for financial ~~statements~~reporting purposes as of September 1, 2017. For accounting purposes all emergence related transactions of the Predecessor including the impact of the issuance of the Successor common stock, the entry into a new asset-based revolving credit facility and new senior secured convertible notes, and the accelerated debt obligations of the Company that were satisfied pursuant to the terms of the Plan, were recorded as of August 31, 2017. Accordingly, the Condensed Consolidated Financial Statements for the Successor are not comparable to the Condensed Consolidated Financial Statements for the Predecessor.

Also in connection with the adoption of fresh-start accounting, the Company elected to make an accounting policy change related to the accounting for stock-based compensation. The Predecessor estimated the level of forfeitures expected to occur at the time of each grant and recorded compensation expense only for those stock-based awards that it ultimately expected would vest. The estimate was based on the Company's historical rates of forfeitures and was updated periodically. The Successor has elected to no longer estimate the number of stock-based awards expected to vest but rather, will account for forfeitures as they occur.

The Condensed Consolidated Financial Statements included herein have been prepared by ~~A. M. Castle & Co. and subsidiaries (the “Company”),~~the Company, without audit, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), and accounting principles generally accepted in the United States of America (“GAAP”). This report contains Condensed Consolidated Financial Statements of the Company as of March 31, 2018 (Successor) and for the three-months ended March 31, 2018 (Successor) and March 31, 2017 (Predecessor). The Condensed Consolidated Balance Sheet at December 31, ~~2016~~2017 (Successor) is derived from the audited financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with 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. These ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements should be read in conjunction with the ~~consolidated financial statements~~Consolidated Financial Statements and the ~~notes~~Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. The ~~2017~~2018 interim results reported herein may not necessarily be indicative of the results of the Company’s operations for the full year.

Consistent with its previously disclosed plans to restructure its financing obligations to reduce its long-term debt and cash interest obligations, on June 18, 2017, A. M. Castle & Co. and four of its subsidiaries (collectively,

(2) Bankruptcy Related Disclosures

Chapter 11 Bankruptcy Filing

On the ~~"Debtors")~~Petition Date, the Debtors filed voluntary chapter 11 petitions for ~~relief~~reorganization under the Bankruptcy Code with the Bankruptcy Court pursuant to the terms of a Restructuring Support Agreement (as defined below) that contemplated the reorganization of the Debtors pursuant to a prepackaged plan of reorganization. The chapter 11 ofcases were consolidated for procedural purposes only and were administered jointly under the ~~United States Bankruptcy Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the District of Delaware in Wilmington, Delaware (the "Bankruptcy Court")~~caption In re Keystone Tube Company, LLC., et al. (Case No. 17-11330). ~~The four subsidiaries~~No trustee was appointed in the chapter 11 cases, ~~are Keystone Tube Company, LLC, HY-Alloy Steels Company, Keystone Service, Inc.~~ and Total Plastics, Inc. Also on June 18, 2017, the Debtors filed the Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court and on July 25, 2017, the Debtors filed the Debtors' Amended Prepackaged Joint Chapter 11 Plan of Reorganization (the "Plan") with the Bankruptcy Court.

The condensed consolidated financial statements included herein have been prepared on a going-concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The Plan was confirmed by the Bankruptcy Court on August 2, 2017, and it is expected to become effective and the Company plans to emerge from bankruptcy on or around August 31, 2017. Under Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2014-15, "Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern", because the Company has not yet emerged from its chapter 11 bankruptcy proceedings and currently remains under the supervision of the Bankruptcy Court as of the date of the filing of the Quarterly Report on Form 10-Q, the Company is required to disclose that there is substantial doubt as to the Company's ability to continue as a going concern. However, the Company has continued operations in the normal course during the pendency of the chapter 11 ~~proceedings,~~cases, the Debtors continued to operate their business as “debtors-in-possession” subject to the supervision and ~~expects to continue to do so. Upon~~orders of the ~~Plan becoming effective, which~~Bankruptcy Court in accordance with the ~~Company believes is probable~~Bankruptcy Code.

The filing of ~~occurring and will mitigate~~ the ~~liquidity risk raised by~~bankruptcy petitions constituted a default or event of default that accelerated the ~~chapter 11 proceedings,~~Company’s obligations under (i) the ~~Company will enter into a new asset-based revolving credit facility and issue new senior secured convertible notes,~~Credit Facilities Agreement (as defined below) and the ~~accelerated debt obligations~~11.00% Senior Secured Term Loan Credit Facilities

due 2018 issued pursuant thereto (the "Credit Facilities"), (ii) the Indenture dated February 8, 2016 (the "Secured Notes Indenture") and the 12.75% Senior Secured Notes due 2018 issued pursuant thereto (the "Secured Notes"), and (iii) the Indenture dated May 19, 2016 (the "Convertible Notes Indenture") and the 5.25% Convertible Senior Secured Notes due 2019 issued pursuant thereto (the "Convertible Notes"). The Credit Facilities Agreement, the Secured Notes Indenture, and the Convertible Notes Indenture provide that, as a result of the ~~Company will~~filing of the bankruptcy petitions, all outstanding indebtedness due thereunder shall be ~~satisfied pursuant~~immediately due and payable. Any efforts to enforce such payment obligations under the Credit Facilities Agreement, the Secured Notes Indenture, and the Convertible Notes Indenture were automatically stayed as a result of the bankruptcy petitions, and the creditors’ rights of enforcement in respect of the Credit Facilities Agreement, the Secured Notes Indenture, and the Convertible Notes Indenture are subject to the ~~terms~~applicable provisions of the ~~Plan. As a result, management believes that~~Restructuring Support Agreement (as defined below) and the ~~substantial doubt as~~Bankruptcy Code.

Prior to the ~~Company’s ability to continue as a going concern will be alleviated upon emergence from bankruptcy. Refer to~~ ~~Note 2 - Bankruptcy Related Disclosures~~ ~~and~~ ~~Note 16 - Subsequent Events.~~

~~(2) Bankruptcy Related Disclosures~~

~~Commitment Agreement and Restructuring Support Agreement~~

OnPetition Date, on June 16, 2017, the Debtors entered into ~~a Commitment Agreement~~an agreement (the "Commitment Agreement") with certain of their creditors (the "Commitment Parties"). The Commitment Parties are the holders (or the investment advisors or managers for the holders) of the Credit Facility term loans ~~(the "Credit Facilities")~~ made to the Company under a Credit and Guaranty Agreement, dated December 8, 2016, ~~as amended,~~ by and among the Company, ~~its subsidiaries, the lenders party thereto~~Highbridge International Capital Management, LLC, Corre Partners Management, LLC, Whitebox Credit Partners, L.P., WFF Cayman II Limited, and SGF, LLC and Cantor Fitzgerald Securities, ~~as Administrative and Collateral Agent (the "Credit~~among others (as amended, the “Credit Facilities Agreement").

The Commitment Agreement was entered into pursuant to a Restructuring Support Agreement dated April 6, 2017, as amended, by and among the Debtors and certain of their creditors, including the Commitment Parties (the "RSA"). The RSA provides for a consensual restructuring of the debt and equity of the Company, which the Company seeks to effect by means of the Plan.

~~Under the Commitment Agreement, the Commitment Parties have agreed, subject to the terms and conditions set forth in the Commitment Agreement, to purchase new notes to be issued by the reorganized~~The Company ~~under the Plan~~

(the “New Money Notes”) for an aggregate purchase price of up to $40,000 (the "New Money Amount"), subject to decrease based on the Company’s Opening Liquidity (as defined in the Commitment Agreement) as of the effective date of the Plan (the "Effective Date"). The New Money Notes will be on the same terms as the new notes issued by the Company under the Plan to holders of certain other classes of claims.

The New Money Notes will be issued at a price of $0.8 in cash for each $1 in principal amount of New Money Notes. The Commitment Agreement provides for the payment by the Company, in consideration for the Commitment Parties’ agreements in the Commitment Agreement, of a put option payment equal to $2,000, which shall be payable in cash upon the earlier of the Effective Date or the termination of the Commitment Agreement in accordance with its terms. In addition, the Company has agreed to reimburse the reasonable fees and expenses incurred by the legal and financial advisors to the Commitment Parties.

~~Chapter 11 Bankruptcy Filing~~

On June 18, 2017 (the "Petition Date"), pursuant to the terms of the RSA, the Debtors commenced voluntary chapter 11 proceedings under the Bankruptcy Code with the Bankruptcy Court. The chapter 11 cases have been consolidated for procedural purposes only and are being administered jointly under the caption ~~In re Keystone Tube Company, LLC., et al.~~ ~~(Case No. 17-11330).~~

The filing of the bankruptcy petitions constituted a default or event of default that accelerated the Company’s obligations under (i) the Credit Facilities Agreement, (ii) the Indenture dated February 8, 2016 (the "Senior Notes Indenture") and the 12.75% Senior Secured Notes due 2018 issued pursuant thereto (the "New Secured Notes"), and (iii) the Indenture dated May 19, 2016 (the "Convertible Notes Indenture") and the 5.25% Convertible Senior Secured Notes due 2019 issued pursuant thereto (the "New Convertible Notes"). The Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture provide that, as a result of the filing of the bankruptcy petitions, all outstanding indebtedness due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture are automatically stayed as a result of the bankruptcy petitions, and the creditors’ rights of enforcement in respect of the Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture are subject to the applicable provisions of the RSA and the Bankruptcy Code.

No trustee has been appointed in the chapter 11 cases, and the Debtors continue to operate their business as “debtors in possession” subject to the supervision and orders of the Bankruptcy Court in accordance with the Bankruptcy Code. It is expected that the Company will continuecontinued its operations without interruption during the pendency of the chapter 11 ~~cases.~~cases and reorganization process. To maintain and continue ordinary course operations without interruption, the Company received approval from the Bankruptcy Court of a variety of “first day” motions seeking certain relief and authorizing the Company to maintain its operations and pay trade claims in the ordinary course.

~~Proposed~~ Plan of Reorganization and ~~Confirmation of the Plan~~Emergence from Chapter 11

Pursuant to the terms of the RSA, on the Petition Date, the Debtors filed the Plan with the Bankruptcy Court.

The Plan ~~implements~~allowed general unsecured claims and claims that are unimpaired under the Plan to be paid in full in cash.

On August 2, 2017, the Bankruptcy Court entered the Confirmation Order approving and confirming the Plan. On the Effective Date, the Plan became effective pursuant to the terms described above and the Debtors emerged from their chapter 11 cases.

Key components of the Plan, which became effective on August 31, 2017, include:

Entry into a new senior secured exit financing facility and the issuance of the New Money Notes to refinance or exchange the existing first lien Credit Facilities and to provide working capital for the reorganized Company. The terms of the Plan provide that the new senior secured exit financing facility shall be in the form of an asset-based revolving credit facility (the "New ABL Facility") ~~entered into on or before the Effective Date. On June 2, 2017, the Company entered into a commitment letter~~ with PNC Bank, National Association, ~~(“PNC”~~as lender and as administrative and collateral agent (the “Agent”), ~~which contemplates~~and the other lenders party thereto. The New ABL Agreement provides for a $125,000 ~~New ABL Facility to be entered into upon~~senior secured, revolving credit facility for the ~~Effective Date. If~~Company. The proceeds of the ~~Debtors are unable to enter into~~advances under the New ABL Facility ~~on or before~~may only be used to (i) pay certain fees and expenses to the ~~Effective Date, then, on~~Agent and the ~~Effective Date,~~lenders under the ~~Debtors shall enter~~New ABL Facility, (ii) provide for Borrowers' working capital needs and reimburse drawings under letters of credit, (iii) repay the obligations under the Debtor-in-Possession Revolving Credit and Security Agreement dated as of June 10, 2017 ("DIP Facility"), by and among the Company, the lenders party thereto, and PNC Bank, National Association, and certain other existing indebtedness, and (iv) provide for the Borrowers' capital expenditure needs, in accordance with the New ABL Facility.

◦

On the Effective Date, in connection with its entering into the New ABL Agreement, the Company borrowed an aggregate amount equal to $78,797, proceeds from which, along with proceeds of the New Money Notes (defined below) of $38,002, were used to pay down all outstanding indebtedness, accrued interest, and related fees of the Company under the Credit Facilities Agreement and the borrowings outstanding under the DIP Facility.

Entry into ~~a new first lien senior secured term loan credit facility~~an Indenture (the ~~"New Roll-Up Facility"~~“Second Lien Notes Indenture”).

~~The Plan also deleverages the Company's balance sheet by exchanging $177,019~~ with Wilmington Savings Fund Society, FSB, as trustee and collateral agent (“Indenture Agent”) and, pursuant thereto, issued approximately$162,502 in aggregate original principal amount of ~~New~~its 5.00% / 7.00% Convertible Senior Secured Paid-in-Kind ("PIK")

Toggle Notes due 2022 (the “Second Lien Notes”), excluding restricted notes issued under the A.M. Castle & Co. 2017 Management Incentive Plan.

The Second Lien Notes were issued as follows:


◦	$111,875 in aggregate principal Second Lien Notes issued to holders of Prepetition Second Lien Secured Claims in partial satisfaction of their claims;


◦	$3,125 in aggregate principal Second Lien Notes issued to holders of Prepetition Third Lien Secured Claims in partial satisfaction of their claims; and


◦	$47,502 in aggregate principal Second Lien Notes issued to the Commitment Parties pursuant to the Commitment Agreement (the "New Money Notes").

As a result of these Plan actions, all of the outstanding indebtedness of the Secured Notes and ~~$22,323 aggregate principal amount of New~~ Convertible Notes ~~for~~was discharged and canceled.

Issuance of an ~~80% share~~aggregate of 2,000 shares of a new class of common stock, ~~in the reorganized Company, subject to dilution, and certain convertible new second lien secured notes in an aggregate principal amount of $115,000~~par value $0.01 per share (the ~~"Exchange Notes"~~"New Common Stock"), ~~together with certain cash distributions. All~~as follows:


◦	1,300 shares issued to holders of Prepetition Second Lien Secured Claims in partial satisfaction of their claims;


◦	300 shares issued to holders of Prepetition Third Lien Secured Claims in partial satisfaction of their claims; and


◦	400 shares issued to participating holders of the Company's outstanding common stock as of August 2, 2017.

Payment in full of the existing equity interests in the Company will be extinguished, but holders of such equity interests will have the opportunity to receive a 20% share of new common stock in the reorganized Company, subject to dilution, as part of a settlement encompassed in the Plan.

~~Allowed~~all general unsecured claims and claims that ~~are~~were unimpaired under the Plan ~~will be paid~~ in ~~full~~cash in ~~cash.~~the ordinary course of business.

~~On August 2,~~Cash payment of $6,646 to holders of Prepetition Second Lien Secured Claims.

Cash payment of a put option fee of $2,000 to the Commitment Parties pursuant to the Commitment Agreement.

All agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Company (which include the Company's prior common stock, warrants to purchase the Company’s prior common stock, and unvested/unexercised awards under any management equity plans adopted before the Effective Date) were canceled and extinguished without recovery.

All prior director, officer and employee incentive plans, as well as the awards issued thereunder, were canceled. The new A.M. Castle & Co. 2017 Management Incentive Plan, under which persons eligible to receive awards including directors, officers and employees of the ~~Bankruptcy Court entered an order (the "Confirmation Order") approving~~Company and ~~confirming the Plan. The Plan is expected to become effective on or around August 31, 2017. Refer to~~ ~~Note 16 - Subsequent Events.~~its subsidiaries, became effective.

Financial Reporting ~~Under Reorganization~~During Bankruptcy

~~The condensed consolidated financial statements included herein have been prepared to reflect~~During the application of FASB Accounting Standards Codification ("ASC") No. 852, "Reorganizations". ASC No. 852 requires that the financial statements, for periods subsequent to the chapter 11 filing, distinguish transactions and events that are directly associated with the reorganization from the ongoing operationspendency of the business. Accordingly, certain expenses, gains and losses that are realized or incurred in the bankruptcy proceedings are recorded in reorganization items, net in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. In addition, liabilities subject to compromise in theCompany's chapter 11 cases, are distinguished from liabilities of non-filing entities, liabilities not expected to be compromised, and postpetition liabilities in the Company’s Condensed Consolidated Balance Sheet at June 30, 2017. Liabilities subject to compromise are reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although they may be settled for less.

~~Liabilities Subject to Compromise~~

The Company’s Condensed Consolidated Balance Sheet includes amounts classified as liabilities subject to compromise ("LSTC"), which represent the Company's estimate of prepetition liabilities and other expected allowed claims to be addressed in the chapter 11 cases and may be subject to future adjustment as the chapter 11 cases proceed. The following table presents LSTC as reported in the Company’s Condensed Consolidated Balance Sheet at June 30, 2017:

June 30,
2017
Debt:
12.75% Senior Secured Notes due December 15, 2018 $ 177,019
5.25% Convertible Notes due December 30, 2019 22,323
Total debt 199,342
Accrued interest payable 12,021
Liabilities subject to compromise $ 211,363

Effective on the Petition Date, the Company discontinued recording interest expense on outstanding prepetition debt classified as LSTC. For both the three months and six months ended June 30, 2017, interest expense reported in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss does not include $791 of contractual interest on prepetition debt classified as LSTC.

~~Reorganization Items, Net~~

~~Expenses~~expenses and income directly associated with the chapter 11 proceedings ~~are~~were reported separately in reorganization items, net in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. Reorganization items, net also include adjustments to reflect the carrying value of ~~LSTC~~liabilities subject to compromise ("LSTC") at their estimated allowed claim amounts, as such adjustments ~~are~~were determined. In addition, effective as of the Petition Date and during the pendency of the Company's chapter 11 cases, the Company discontinued recording interest expense on outstanding prepetition debt classified as LSTC. Upon the Company's emergence from its chapter 11 cases, the Company settled and extinguished or reinstated liabilities that were subject to compromise.

Fresh-Start Accounting

Under ASC No. 852, "Reorganizations", fresh-start accounting is required upon emergence from chapter 11 if (i) the reorganization value of the assets of the emerging entity immediately before the date of confirmation is less than the total of all post-petition liabilities and allowed claims; and (ii) holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity. The ~~following table summarizes~~Company qualified for and adopted fresh-start accounting as of the ~~components~~Effective Date. Adopting fresh-start accounting results in a new reporting entity with no beginning retained earnings or deficits. The cancellation of all existing common shares outstanding on the Effective

Date and issuance of new shares of the reorganized entity resulted in a change of control of the Company under ASC No. 852 "Reorganizations".

Adoption of fresh-start accounting resulted in the Company becoming a new entity for financial reporting purposes and the recording of the Company’s assets and liabilities at their fair value as of the Effective Date, with the excess of reorganization ~~items,~~value over net asset values recorded as goodwill, in conformity with ASC No. 805, "Business Combinations". The estimated fair values of the Company’s assets and liabilities as of that date differed from the recorded values of its assets and liabilities as reflected in its historical consolidated financial statements. In addition, the Company’s adoption of fresh-start accounting affected its results of operations following the fresh-start reporting date, as the Company had a new basis in its assets and liabilities. The Company also adopted one new accounting policy in connection with its adoption of fresh-start accounting (see Note 1 - Basis of Presentation). Consequently, the Company’s financial statements on or after the Effective Date are not comparable with the financial statements prior to that date and the historical financial statements before the Effective Date are not reliable indicators of its financial condition and results of operations for ~~the three months and six months ended June 30, 2017:~~any period after it adopted fresh-start accounting.

Three Months and Six Months Ended June 30, 2017
Legal and other professional fees $ 652
Write-off of unamortized debt issuance costs, discounts and embedded conversion option 4,850
Reorganization items, net $ 5,502

(3) New Accounting Standards

Standards Updates Adopted

Effective January 1, 2017, the Company adopted FASB ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting," which simplifies several aspects of the accounting for employee share-based payment transactions. Under ASU No. 2016-09, a company recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, eliminating the notion of the additional paid-in capital pool and significantly reducing the complexity and cost of accounting for excess tax benefits and tax deficiencies. For interim reporting purposes, excess tax benefits and tax deficiencies are considered discrete items in the reporting period in which they occur and are not included in the estimate of an entity’s annual effective tax rate. ASU No. 2016-09 further eliminates the requirement to defer recognition of an excess tax benefit until the benefit is realized through a reduction to taxes payable. The adoption of ASU No. 2016-09 did not have a material impact on the Company's consolidated financial statements.

~~Standards Updates Issued Not Yet Effective~~

In March 2017, the FASB issued ~~ASU~~Accounting Standards Update ("ASU") No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." Under the new guidance, employers must present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. The other components of net periodic benefit cost must be reported separately from the line item(s) that includes the service cost component and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. The guidance on the income statement presentation of the components of net periodic benefit cost must be applied retrospectively, while the guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component must be applied prospectively. For public business entities, the guidance iswas effective for fiscal years beginning after December 15, 2017, and interim periods within those years. ~~Early adoption is permitted as of the beginning of an annual period for which interim financial statements have not been issued.~~ The Company ~~is currently evaluating~~adopted ASU 2017-07 in the first quarter of 2018 and concluded it had no impact on its net loss before income taxes. Prior to the adoption of ASU No. 2017-07, the Company's net periodic pension and postretirement benefit costs were reported as sales, general and administrative expense on the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss. As a result of the adoption of ASU No. 2017-07, the Company reclassified the interest cost component of net periodic pension and postretirement benefit costs of $1,210 from sales, general and administrative expense to interest expense and a net periodic pension and postretirement benefit of $1,820 from sales, general and administrative expense to other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Loss in the three months ended March 31, 2017 (Predecessor).

In January 2017, the FASB issued ASU 2017-04, "Intangibles – Goodwill and Other (Topic 350)", which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests beginning January 1, 2020 for the Company and is required to be adopted using a prospective approach. Early adoption is allowed for annual goodwill impairment tests performed on testing dates after January 1, 2017. Unless an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, the Company's annual goodwill impairment testing will ~~have~~next occur on December 1, 2018. The Company adopted the new guidance in the first quarter of 2018 and as a result, will no longer apply step two from the goodwill impairment test when performing its ~~consolidated financial statements.~~annual or interim goodwill impairment testing, if necessary.

In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," to reduce the existing diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230. The amendments in ASU No. 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under Topic 230. The provisions of ASU No. 2016-15 must be applied retrospectively to all periods presented with limited exceptions. For public companies, the amendments in ASU No. 2016-15 ~~are~~were effective for fiscal years beginning after December 15, 2017, and interim periods within those years. ~~Early adoption is permitted, including adoption in an interim period.~~ The ~~Company does not expect the~~Company's adoption of ASU No. 2016-15 on January 1, 2018 had no financial statement impact and the Company will apply the presentation and statement of cash flows classification guidance going forward.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" and has subsequently issued several supplemental and/or clarifying ASUs (collectively, "ASC 606"). The underlying principle of ASC 606 is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in prior accounting guidance. Adoption of ASC 606 was required for annual and interim periods beginning after December 15, 2017. Almost all of the Company’s purchase orders, contracts or purchase agreements do not contain performance obligations other than delivery of the agreed upon product, with title transfer generally occurring at the time of shipment. Thus, the Company generally recognizes revenue upon shipment of the product. Based on the Company's analysis of all of its revenue generating activities and the contracts which might impact its revenue generating activities in light of the new standard, the Company has concluded that the timing and amount of revenue recognized under ASC 606 is consistent with the revenue recognition policy under the previous guidance and none of its revenue streams are materially affected by the adoption of ASC 606.

Effective January 1, 2018, the Company adopted the requirements of ASC 606 using the modified retrospective method, which requires the recognition of the cumulative effect of initially applying the standard (if any) as an adjustment to opening retained earnings for the fiscal year beginning January 1, 2018. The adoption of ASC 606 did not result in the recognition of a cumulative adjustment to opening retained earnings under the modified retrospective approach, nor did it have a material ~~impact~~effect on ~~its consolidated~~the Company’s financial ~~statements.~~position or results of operations. The adoption of ASC 606 did result in the addition of required disclosures within the notes to the financial statements and the modification of certain significant accounting policies, as disclosed in Note 4 - Revenue.

Standards Updates Issued Not Yet Effective

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," which requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. ASU No. 2016-02 also requires additional disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The provisions of ASU No. 2016-02 are to be applied using a modified retrospective approach, and are effective for fiscal years beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-02 will have on its consolidated financial statements, but the Company expects that most existing operating lease commitments will be recognized as operating lease obligations and right-of-use assets as a result of adoption.

~~In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," related to revenue recognition. The underlying principle~~

(4) Revenue

Adoption of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in prior accounting guidance. The ASU permits the use of either the retrospective or modified retrospective (cumulative-effect) transition method of adoption. ASU No. 2015-14, "Deferral of the Effective Date," was issued in August 2015 to defer the effective date of ASU No. 2014-09 for public companies until annual reporting periods beginning after December 15, 2017. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. In 2016, the FASB issued ASU No. 2016-08, “Revenue from

~~Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10,~~ASC 606, “Revenue from Contracts with Customers (Topic 606)~~: Identifying Performance Obligations and Licensing,~~” ASU No. 2016-12, "Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients," and ASU No. 2016-20, "Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers," which provide supplemental adoption guidance and clarification to ASU No. 2014-09. ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12 and ASU No. 2016-20 must be

On January 1, 2018, the Company adopted concurrently with the adoption of ASU No. 2014-09. The Company continues to evaluate the impact of these ASU's on its consolidated financial statements and disclosures, and plans to adopt these ASU's in the first quarter of 2018ASC 606 using the modified retrospective ~~transition method.~~method in which the cumulative effect of initially applying the new standard was applied to contracts not completed as of that date. The adoption of Topic 606 did not have a material effect on the Company’s financial position or results of operations.

~~(4) Discontinued Operation~~

~~On March 15, 2016, the Company completed~~Revenue from the sale of ~~substantially all~~products is recognized when the ~~assets~~earnings process is complete and when the title and risk and rewards of ~~its wholly-owned subsidiary, Total Plastics, Inc. ("TPI")~~ownership have passed to the customer, which is primarily at the time of shipment. Revenue recognized other than at the time of shipment represented less than 1% of the Company’s consolidated net sales in the three months ended March 31, 2018 (Successor) and March 31, 2017 (Predecessor). Customer payment terms are established prior to the time of shipment. Provisions for ~~$55,070 in cash, subject~~allowances related to ~~customary working capital adjustments. Under the~~sales discounts and rebates are recorded based on terms of the sale ~~$1,500~~in the period that the sale is recorded. The Company utilizes historical information and the current sales trends of the ~~purchase price was placed into escrow pending adjustment~~business to estimate such provisions. The provisions related to discounts and rebates due to customers are recorded as a reduction within net sales in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss.

Revenue from shipping and handling charges is recorded in net sales. Costs incurred in connection with shipping and handling the Company’s products, which are related to third-party carriers or performed by Company personnel, are included in warehouse, processing and delivery expenses. In the three months ended March 31, 2018 (Successor) and March 31, 2017 (Predecessor), shipping and handling costs included in warehouse, processing and delivery expenses were $6,792 and $5,730, respectively. As a practical expedient under ASC 606, the Company has elected to account for shipping and handling activities as fulfillment costs and not a promised good or service. As a result, there is no change to the Company's accounting for revenue from shipping and handling charges under ASC 606.

The Company maintains an allowance for doubtful accounts related to the potential inability of customers to make required payments. The allowance for doubtful accounts is maintained at a level considered appropriate based on historical experience and specific identification of customer receivable balances for which collection is unlikely. The provision for doubtful accounts is recorded in sales, general and administrative expense in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. Estimates of doubtful accounts are based on historical write-off experience as a percentage of net sales and judgments about the probable effects of economic conditions on certain customers.

The Company also maintains an allowance for credit memos for estimated credit memos to be issued against current sales. Estimates of allowance for credit memos are based upon the ~~final calculation~~application of a historical issuance lag period to the average credit memos issued each month.

Accounts receivable allowance for doubtful accounts and credit memos activity is presented in the table below:



	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Balance, beginning of period	$	1,586		$	1,945
Add Provision charged to expense^(a)	115			22
Recoveries	11			21
Less Charges against allowance	(49		)	(191		)
Balance, end of period	$	1,663		$	1,797

^(a) Includes the net amount of credit memos reserved and issued.

The Company operates primarily in North America. Net sales are attributed to countries based on the location of the ~~working capital at closing. The sale resulted in preliminary pre-tax and after-tax gains of $4,217 and $2,994, respectively, for the six months ended June 30, 2016. The Company and the buyer agreed~~Company’s subsidiary that is selling direct to the ~~final working capital adjustment during the third quarter of 2016, which resulted in the full escrowed amount being returned to the buyer. The sale ultimately resulted in pre-tax~~customer and ~~after-tax gains of $2,003~~exclude assessed taxes such as sales and ~~$1,306, respectively, for the year ended December 31, 2016.~~

~~Summarized results of the discontinued operation for the six months ended June 30, 2016 were~~excise tax. Company-wide geographic data is as follows:

Six Months Ended June 30, 2016
Net sales $ 29,680
Cost of materials 21,027
Operating costs and expenses 7,288
Interest expense^(a)
333
Income from discontinued operations before income taxes $ 1,032
Income tax expense benefit ^(b)
(3,908 )
Gain on sale of discontinued operations, net of income taxes 2,994
Income from discontinued operations, net of income taxes $ 7,934



	Successor		Predecessor
	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
	Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Net sales
United States	$	93,566	$	84,940
Canada	12,454		10,531
Mexico	15,948		12,772
All other countries	23,905		27,683
Total	$	145,873	$	135,926

^(a)~~Interest expense was allocated to the discontinued operation based on the debt~~The Company does not incur significant incremental costs when obtaining customer contracts and any costs that ~~was required to be paid as a result~~are incurred are generally not recoverable from its customers. Substantially all of the ~~sale~~Company's customer contracts are for a duration of ~~TPI.~~less than one year. As a practical expedient under ASC 606, the Company has elected to continue to recognize incremental costs of obtaining a contract, if any, as an expense when incurred if the amortization period of the asset would have been one year or less. The Company does not have any costs to obtain a contract that are capitalized under ASC 606.

^(b) ~~Income tax benefit for the six months ended June 30, 2016 includes $4,207 reversal of valuation allowance resulting from the sale of TPI.~~

(5) ~~Earnings (Loss)~~Loss Per Share

Diluted ~~earnings (loss)~~loss per common share is computed by dividing ~~income (loss)~~net loss by the weighted average number of shares of common stock outstanding plus outstanding common stock equivalents. Common stock equivalents consist of employee and director stock options (Predecessor), restricted stock awards (Predecessor and Successor), other share-based payment awards (Predecessor), and contingently issuable shares related to the Company’s ~~7.0%~~5.25% Convertible ~~Senior~~ Notes ~~due December 15, 2017 (the "Convertible Notes")~~(Predecessor), and the Company's ~~5.25% Convertible Senior Secured~~Second Lien Notes ~~due December 30, 2019 (the "New Convertible Notes")~~(Successor), which are included in the calculation of weighted average shares outstanding using the ~~treasury stock method, if dilutive.~~if-converted method. Refer to Note 87 - Debt for further description of the Convertible Notes and ~~New Convertible~~Second Lien Notes.

The following ~~table is a reconciliation~~tables are reconciliations of the basic and diluted ~~earnings (loss)~~loss per common share calculations:



	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Numerator:
Net loss	$	(5,141	)	$	(13,492	)
Denominator:
Weighted average common shares outstanding	2,000			32,303
Effect of dilutive securities:
Outstanding common stock equivalents	—			—
Denominator for diluted loss per common share	2,000			32,303

Basic loss per common share	$	(2.57	)	$	(0.42	)
Diluted loss per common share	$	(2.57	)	$	(0.42	)
Excluded outstanding share-based awards having an anti-dilutive effect	1,734			2,468

Three Months Ended Six Months Ended
June 30, June 30,
2017 2016 2017 2016
Numerator:
Loss from continuing operations $ (22,541 ) $ (21,270 ) $ (36,033 ) $ (66,074 )
Income from discontinued operations, net of income taxes —
—
—
7,934
Net loss $ (22,541 ) $ (21,270 ) $ (36,033 ) $ (58,140 )
Denominator:
Weighted average common shares outstanding 32,310
27,793
32,306
25,709
Effect of dilutive securities:
Outstanding common stock equivalents —
—
—
—
Denominator for diluted earnings (loss) per common share 32,310
27,793
32,306
25,709

Basic earnings (loss) per common share:
Continuing operations $ (0.70 ) $ (0.77 ) $ (1.12 ) $ (2.57 )
Discontinued operations —
—
—
0.31
Net basic loss per common share $ (0.70 ) $ (0.77 ) $ (1.12 ) $ (2.26 )

Diluted earnings (loss) per common share:
Continuing operations $ (0.70 ) $ (0.77 ) $ (1.12 ) $ (2.57 )
Discontinued operations —
—
—
0.31
Net diluted loss per common share $ (0.70 ) $ (0.77 ) $ (1.12 ) $ (2.26 )
Excluded outstanding share-based awards having an anti-dilutive effect 2,457
929
2,457
929
Excluded "in the money" portion of New Convertible Notes having an anti-dilutive effect —
—
—
—

The ~~New~~computation of diluted loss per common share does not include common shares issuable upon conversion of the Company’s outstanding Second Lien Notes (Successor) or the 5.25% Convertible Notes (Predecessor), as they were anti-dilutive under the if-converted method.

The Second Lien Notes (Successor) are ~~dilutive to~~convertible into shares of the ~~extent~~Company’s common stock at any time at the ~~Company generates net income and the average stock price during the period is greater than $2.25 per share, which is the~~initial conversion price of ~~the New Convertible Notes. The New Convertible Notes are only dilutive for the “in the money” portion of the New Convertible Notes that could be settled with the Company’s common stock.~~$3.77 per share. In future periods, absent a fundamental change (as defined in the ~~New Convertible~~Second Lien Notes ~~indenture)~~Indenture), the outstanding ~~New Convertible~~Second Lien Notes could increase diluted average shares outstanding by a maximum of approximately ~~9,900~~43,700 shares. ~~The Convertible Notes would have an insignificant impact on the diluted average shares outstanding if settled with the Company's stock.~~

(6) ~~Joint Venture~~Goodwill and Intangible Asset

~~Kreher Steel~~In connection with the Company’s adoption of fresh-start accounting on the Effective Date, the Company ~~LLC ("Kreher"), a national distributor~~recorded $2,675 of goodwill representing the excess of reorganization value over the fair value of identifiable tangible and ~~processor~~intangible assets. The goodwill is not tax deductible. There were no changes in the amount of ~~carbon and alloy steel bar products headquartered~~goodwill recognized in ~~Melrose Park, Illinois, was a 50% owned joint venture~~the three months ended March 31, 2018 (Successor). Also as part of fresh-start accounting, the Company recorded an intangible asset comprised of the ~~Company. In June 2016,~~indefinite-lived trade name of the ~~Company received an offer from its joint venture partner~~Successor, which is not subject to ~~purchase its ownership share in Kreher for an amount that was less than the current~~amortization. The gross carrying value of the ~~Company's investment in Kreher.~~ trade name intangible asset was $5,500 at both March 31, 2018 (Successor) and December 31, 2017 (Successor).

The Company ~~determined~~will test both its goodwill and intangible asset for impairment on an annual basis and more often if an event occurs or circumstances change that ~~the offer to purchase its ownership share in Kreher at a purchase price lower~~would more likely than ~~the carrying value indicated that it may~~ not ~~be able to recover the full carrying amount of its investment, and therefore recognized a $4,636 other-than-temporary impairment charge in the second quarter of 2016 to~~ reduce the fair value of a reporting unit below its carrying amount of the investment to the negotiated purchase price. Prior to receiving the purchase offer, the Company had no previous indicators that its investment in Kreher had incurred a loss in value that was other-than-temporary.

In August 2016, the Company completed the sale of its ownership share in Kreher to its joint venture partner for aggregate cash proceeds of $31,550, which resulted in a loss on disposal of $5, including selling expenses.

~~The following information summarizes financial data for Kreher for the three months and six months ended June 30, 2016:~~value.

Three Months Ended June 30, 2016 Six Months Ended June 30, 2016
Net sales $ 29,752
$ 61,270
Cost of materials 25,155
51,756
(Loss) income before taxes (65 ) 501
Net income 368
990

~~(7) Intangible Assets~~

~~Intangible assets consisted of customer relationships as follows:~~

June 30, 2017 December 31, 2016

Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
Amortization
Customer relationships $ 67,348
$ 66,307
$ 67,317
$ 63,216

~~The Company recorded the following aggregate amortization expense associated with intangibles:~~

Three Months Ended Six Months Ended
June 30, June 30,
2017 2016 2017 2016
Amortization expense $ 1,533
$ 1,533
$ 3,066
$ 3,060

~~The following is a summary of the estimated annual amortization expense for the remainder of 2017 and each of the subsequent years:~~

2017 $ 1,041
2018 $ —
2019 $ —
2020 $ —
2021 $ —

~~(8)~~(7) Debt

Long-term debt consisted of the following:

June 30,
2017 December 31,
2016
LONG-TERM DEBT
7.0% Convertible Notes due December 15, 2017 $ 25
$ 41
11.0% Senior Secured Term Loan Credit Facilities due September 14, 2018 112,000
99,500
12.75% Senior Secured Notes due December 15, 2018 177,019
177,019
5.25% Convertible Notes due December 30, 2019 22,323
22,323
Other, primarily capital leases 2
96
Plus: derivative liability for embedded conversion feature —
403
Less: unamortized discount (2,665 ) (7,587 )
Less: unamortized debt issuance costs (3,501 ) (5,199 )
Total long-term debt 305,203
286,596
Less: current portion 105,861
137
Less: liabilities subject to compromise^(a)
199,342
—
Total long-term portion $ —
$ 286,459



	Successor
	March 31, 2018			December 31, 2017
LONG-TERM DEBT
5.00% / 7.00% Second Lien Notes due August 31, 2022	$	171,720		$	168,767
Floating rate New ABL Credit Facility due February 28, 2022	112,547			101,047
Other, primarily capital leases	268			288
Less: unvested restricted Second Lien Notes^(a)	(1,953		)	(2,144		)
Less: unamortized discount	(67,486		)	(67,937		)
Total long-term debt	215,096			200,021
Less: current portion of long-term debt	119			118
Total long-term portion	$	214,977		$	199,903

^(a)Represents unvested portion of $2,400 of restricted Second Lien Notes issued to certain members of management (see Note 10 - Share-based compensation).

New ABL Credit Facility

Pursuant to the Plan, on the Effective Date, the Successor entered into the New ABL Facility under which the Company and four of its subsidiaries each are borrowers (collectively, in such capacity, the “Borrowers”). The ~~Company's Senior Secured Notes due December 15, 2018~~obligations of the Borrowers have been guaranteed by the subsidiaries of the Company named therein as guarantors. The New ABL Facility provides for a $125,000 senior secured, revolving credit facility for the Company. Subject to certain exceptions and ~~Convertible Notes due December 30, 2019 were classified~~permitted encumbrances, the obligations under the New ABL Facility are secured by a first priority security interest in substantially all of the assets of each of the Borrowers and certain of their foreign subsidiaries. The proceeds of the advances under the New ABL Facility may only be used to (i) pay certain fees and expenses to the Agent and the lenders under the New ABL Facility, (ii) provide for Borrowers' working capital needs and reimburse drawings under letters of credit, (iii) repay the obligations under the Debtor-in-Possession Revolving Credit and Security Agreement dated as ~~liabilities~~of July 10, 2017, by and among the Company, the lenders party thereto, and PNC Bank, National Association, and certain other existing indebtedness, and (iv) provide for the Borrowers' capital expenditure needs, in accordance with the New ABL Facility.

The Company may prepay its obligations under the New ABL Facility at any time without premium or penalty, and must apply the net proceeds of material sales of collateral in prepayment of such obligations. Indebtedness for borrowings under the New ABL Facility is subject to ~~compromise at June 30, 2017. See~~ ~~Note 2 - Bankruptcy Related Disclosures.~~acceleration upon the occurrence of specified defaults or events of default, including failure to pay principal or interest, the inaccuracy of any representation or warranty of a loan party, failure by a loan party to perform certain covenants, defaults under indebtedness owed to third parties, certain liability producing events relating to ERISA, the invalidity or impairment of the Agent’s lien on its collateral or of any applicable guarantee, and certain adverse bankruptcy-related and other events.

~~Secured Notes~~

~~In 2016,~~Interest on indebtedness accrues based on the applicable Prime or LIBOR-based rate plus a margin, as set forth in the New ABL Facility. Additionally, the Company ~~completed~~must pay a ~~private exchange offer and consent solicitation (the “Exchange Offer”)~~monthly facility fee equal to ~~certain eligible holders to exchange new 12.75% Senior Secured Notes due 2018 (the “New Secured Notes”)~~the product of (i) 0.25% per annum (or, if the average daily revolving facility usage is less than 50% of the maximum revolving advance amount, 0.375% per annum) multiplied by (ii) the amount by which the maximum revolving advance amount exceeds such average daily revolving facility usage for such month. The weighted average interest rate on outstanding borrowings under the New ABL Facility for the ~~Company’s outstanding 12.75% Senior Secured Notes due 2016.~~three months ended March 31, 2018 (Successor) was 4.25% and the weighted average facility fee for the period was 0.25%. The Company ~~determined that~~pays certain customary recurring fees with respect to the Exchange Offer was considered to be a troubled debt restructuring within the scope of ASC No. 470-60, "Debt - Troubled Debt Restructurings by Debtors", as the Company was determined to be experiencing financial difficulties and was granted a concession by the eligible holders. Accordingly, the Company expensed the eligible holder consent fees and related legal and other direct costs incurred in conjunction with the Exchange Offer in debt restructuring loss, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.New ABL Facility.

The New ~~Secured~~ABL Facility includes negative covenants customary for an asset-based revolving loan. Such covenants include limitations on the ability of the Borrowers to, among other things, (i) effect mergers and consolidations, (ii) sell assets, (iii) create or suffer to exist any lien, (iv) make certain investments, (v) incur debt and (vi) transact with affiliates. In addition, the New ABL Facility includes customary affirmative covenants for an asset-based revolving loan, including covenants regarding the delivery of financial statements, reports and notices to the Agent. The New ABL Facility also contains customary representations and warranties and event of default provisions for a secured term loan.

The Company's New ABL Facility contains a springing financial maintenance covenant requiring the Company to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in any covenant testing period when the Company's cash liquidity (as defined in the New ABL Facility Agreement) is less than the greater of i) 10% of the New ABL Facility's maximum borrowing capacity (as defined in the New ABL Facility Agreement) and ii) $9,000. The Company is not in a covenant testing period as of March 31, 2018 (Successor).

Second Lien Notes

Pursuant to the Plan, on the Effective Date, the Company entered into a Second Lien Notes Indenture with Wilmington Savings Fund Society, FSB, as trustee and collateral agent (“Indenture Agent”) and, pursuant thereto, issued approximately $164,902 in aggregate original principal amount of its Second Lien Notes, including $2,400 of restricted Second Lien Notes issued to certain members of management (see Note 10 - Share-based compensation).

The Second Lien Notes are ~~fully~~five year senior obligations of the Company and ~~unconditionally~~certain of its subsidiaries, secured by a lien on all or substantially all of the assets of the Company, its domestic subsidiaries and certain of its foreign subsidiaries, which lien the Indenture Agent has agreed will be junior to the lien of the Agent under the New ABL Facility.

The Second Lien Notes are convertible into shares of the Company’s New Common Stock at any time at the initial conversion price of $3.77 per share, which rate is subject to adjustment as set forth in the Second Lien Notes Indenture. The value of shares of the Company’s New Common Stock for purposes of the settlement of the conversion right will be calculated as provided in the Second Lien Notes Indenture, using a 20 trading day observation period. Upon conversion, the Company will pay and/or deliver, as the case may be, cash, shares of the Company’s New Common Stock or a combination of cash and shares of the Company’s New Common Stock, at the Company’s election, together with cash in lieu of fractional shares.

Under the Second Lien Notes Indenture, in a conversion of the Second Lien Notes in connection with a “Fundamental Change” (as defined in the Second Lien Notes Indenture), for each $1.00 principal amount of the Second Lien Notes, that number of shares of the Company’s common stock issuable upon conversion shall equal the greater of (a) $1.00 divided by the then applicable conversion price and (b) $1.00 divided by the stock price with respect to such Fundamental Change, subject to other provisions of the Second Lien Notes Indenture. Subject to certain exceptions, under the Second Lien Notes Indenture a “Fundamental Change” includes, but is not limited to, the following: the acquisition of more than 50% of the voting power of the Company’s common equity by a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, the consummation of any recapitalization, reclassification, share exchange, consolidation or merger of the Company pursuant to which the Company’s common stock will be converted into cash, securities or other property, the “Continuing Directors” (as defined in the Second Lien Notes Indenture) cease to constitute at least a majority of the board of directors, and the approval of any plan or proposal for the liquidation or dissolution of the Company by the Company’s stockholders.

The Second Lien Notes are guaranteed, jointly and severally, by certain ~~100% owned domestic~~ subsidiaries of the ~~Company (the “Guarantors”).~~Company. The ~~New Secured~~Second Lien Notes and the related guarantees are secured by a lien on substantially all of the ~~Company's~~Company’s and the ~~Guarantors'~~guarantors’ assets, subject to certain exceptions ~~and permitted liens~~ pursuant to ~~a pledge and security agreement.~~certain collateral documents pursuant to the Second Lien Notes Indenture. The terms of the ~~New Secured~~Second Lien Notes contain numerous covenants imposing financial and operating restrictions on the ~~Company's~~Company’s business. These covenants place restrictions on the ~~Company's~~Company’s ability and the ability of its subsidiaries to, among other things, pay dividends, redeem stock or make other distributions or restricted payments; incur indebtedness or issue ~~common~~certain stock; make certain investments; create liens; agree to certain payment restrictions affecting certain subsidiaries; ~~consolidate or merge;~~ sell or otherwise transfer or dispose ~~of assets, including equity interests of certain subsidiaries;~~assets; enter into transactions with affiliates; and enter into sale and leaseback ~~transactions; and use the proceeds of permitted sales of the Company's assets.~~transactions.

The Second Lien Notes may not be redeemed by the Company ~~may redeem some~~in whole or ~~all~~in part at any time, subject to certain exceptions provided under the Second Lien Notes Indenture. In addition, if a Fundamental Change occurs at any time, each holder of any Second Lien Notes has the ~~New Secured Notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest. The New Secured Notes also contain a provision that allows holders of the New Secured Notes~~right to require the Company to repurchase ~~all or any part of the New Secured~~such holder’s Second Lien Notes ~~if a change of control triggering event occurs. Under this provision, the repurchase of the New Secured Notes will occur~~for cash at a ~~purchase~~repurchase price ~~of 101% of the outstanding principal amount, plus accrued and unpaid interest, if any, on such New Secured Notes~~equal to ~~the date of repurchase. In addition, upon certain asset sales, the Company may be required to offer to use the net proceeds thereof to purchase some of the New Secured Notes at~~ 100% of the principal amount thereof, ~~plus accrued and unpaid interest.~~

~~The New Secured Notes require that the Company make, subject to certain conditions and within 95 days of the end of each fiscal year beginning~~together with the fiscal year ending December 31, 2016, an offer to purchase the New Secured Notes with (i) 75% of excess cash flow (as defined in the New Secured Notes indenture) until the Company has offered to purchase up to $50,000 in aggregate principal amount of the notes, (ii) 50% of excess cash flow until the Company

has offered to purchase up to $75,000 in aggregate principal amount of the notes, (iii) 25% of the excess cash flow until the Company has offered to purchase up to $100,000 in aggregate principal amount of the notes and (iv) 0% thereafter, in each case, at 103% of the principal amount, thereof, plus accrued and unpaid interest.

~~The Company pays interest on the New Secured Notes at a rate of 12.75% per annum in cash semi-annually.~~

~~Senior Secured Term Loan Credit Facilities~~

On December 8, 2016, the Company entered into new secured credit facilities (the “Credit Facilities”) with certain financial institutions (the "Financial Institutions") in order to replace and repay outstanding borrowings and support the continuance of letters of credit under the Company's senior secured asset-based revolving credit facility (the “Revolving Credit Facility”). The Credit Facilities are in the form of senior secured first-lien term loan facilities in an aggregate principal amount of up to $112,000. In connection with the closing of the Credit Facilities, commitments pursuant to the Revolving Credit Facility were terminated, liens granted to the collateral agent pursuant thereto were released in full, and Revolving Credit Facility borrowings outstanding were repaid by the Company using proceeds from the Credit Facilities. Letters of credit previously issued under the Revolving Credit Facility were cash collateralized, resulting in $7,722 and $7,968 of restricted cash that is reflected in other noncurrent assets in the Condensed Consolidated Balance Sheet at June 30, 2017 and December 31, 2016, respectively.

The Credit Facilities consist of a $75,000 initial term loan facility funded at closing and a $37,000 delayed-draw term loan facility (the “Delayed Draw Facility”). Under the Delayed Draw Facility, $24,500 was drawn in December 2016 and $12,500 was expected to be available in June 2017 or thereafter. On May 4, 2017, the Company entered into an amendment to the agreement governing the Credit Facilities (the "Credit Facilities Agreement"). Under this amendment, the Financial Institutions agreed to accelerate the Company's access to the Delayed Draw Facility that was expected to be available in June 2017 or thereafter.

The funding of the Credit Facilities was subject to original issue discount in an amount equal to 3.0% of the full principal amount of the Credit Facilities. The Credit Facilities bear interest at a rate per annum equal to 11.0%, payable monthly in arrears. The outstanding principal amount of the Credit Facilities and all accrued and unpaid interest thereon, ~~will be due and be payable on September 14, 2018.~~

In connection with the closing of the Credit Facilities, the Financial Institutions were issued warrants (the “Warrants”) to purchase an aggregate of 5,000 shares of the Company's common stock, pro rata based on the principal amount of each Financial Institution’s commitment in the Credit Facilities. Warrants to purchase 2,500 shares have an exercise price of $0.50 per share, and Warrants to purchase 2,500 shares have an exercise price of $0.65 per share. The Warrants were exercisable upon issuance and expire on June 8, 2018.

All obligations of the Company under the Credit Facilities are guaranteed on a senior-secured basis by each direct and indirect, existing and future, domestic or Canadian subsidiary of the Company (the “Subsidiary Guarantors” and together with the Company, the “Credit Parties”). All obligations under the Credit Facilities are secured on a first-priority basis by a perfected security interest in substantially all assets of the Credit Parties (subject to certain exceptions for permitted liens). The Company agreed to add its foreign subsidiaries as guarantors and to direct such subsidiaries to grant a security interest in substantially all of their respective assets, subject to certain ~~exceptions, as soon as possible after closing.~~exceptions.

The ~~Credit Facilities Agreement contains numerous~~Company must use the excess proceeds of material sales of collateral to make an offer of repurchase to holders of the Second Lien Notes. Indebtedness for borrowings under the Second Lien Notes Indenture is subject to acceleration upon the occurrence of specified defaults or events of default, including failure to pay principal or interest, the inaccuracy of any representation or warranty of any obligor under the Second Lien Notes, failure by an obligor under the Second Lien Notes to perform certain covenants, the invalidity or impairment of the Indenture Agent’s lien on its collateral or of any applicable guarantee, and certain adverse bankruptcy-related and other events.

Interest on the Second Lien Notes accrues at the rate of 5.00%, except that ~~if breached, could result~~the Company may, in circumstances where the payment on interest in cash would cause a condition of default under the ~~agreement. These covenants include a financial covenant that requires~~New ABL Facility, pay at the rate of 7.00% in kind. Currently, the Company ~~to maintain a minimum amount of consolidated adjusted EBITDA (as defined~~is paying interest on the Second Lien Notes in kind as per the Second Lien Notes Indenture, interest on the Second Lien Notes in the ~~Credit Facilities Agreement) during various applicable fiscal periods beginning with the fiscal quarter ended March 31, 2017. The Company~~first 12 months is ~~also~~ required to ~~maintain specified minimum amounts of net working capital (as defined~~be paid in the Credit Facilities Agreement) and consolidated liquidity (as defined in the Credit Facilities Agreement) of at least $20,000. The Credit Facilities Agreement also provides that a default could result from the occurrence of any condition, act, event or development that results or could be reasonably expected to result in a material adverse effect (as defined in the Credit Facilities Agreement). In the event of a default, the Financial Institutions could elect to declare all amounts borrowed due and payable, including accrued interest and any other obligations under the Credit Facilities. Any such acceleration would also result in a default under the indentures governing the New Secured Notes and the New Convertible Notes.

On April 6, 2017, the Company entered into an amendment to the Credit Facilities Agreement. Under this amendment, the Financial Institutions agreed that the financial covenants related to consolidated adjusted EBITDA and specified minimum amounts of net working capital and consolidated liquidity, all as described in the preceding paragraph, would cease to apply for the period from March 31, 2017 through and including May 31, 2018.

~~Convertible Notes~~

In 2016, the Company entered into Transaction Support Agreements (as amended, supplemented or modified, the “Support Agreements”) with certain holders (the “Supporting Holders”) of the Convertible Notes. The Support Agreements provided for the terms of exchanges in which the Company agreed to issue New Convertible Notes in exchange for outstanding Convertible Notes (the “Convertible Note Exchange”). The Convertible Note Exchange was considered to be a troubled debt restructuring, as the Company was experiencing financial difficulties and was granted a concession by the Supporting Holders. As a result, the Company expensed legal and other direct costs incurred in conjunction with the Convertible Note Exchange.

As further described below, the New Convertible Notes are convertible into common stock at the option of the holder. The Company determined that the conversion option is not clearly and closely related to the economic characteristics of the New Convertible Notes, nor does it meet the criteria to be considered indexed to the Company’s common stock. As a result, the Company concluded that the embedded conversion option must be bifurcated from the New Convertible Notes, separately valued, and accounted for as a derivative liability that partially settled the Convertible Notes. The initial value allocated to the derivative liability was $11,574, with a corresponding discount recorded to the New Convertible Notes. During each reporting period, the derivative liability, which is classified in long-term debt, will be marked to fair value through earnings. The derivative liability had a fair value of $0 as of June 30, 2017.

~~The New Convertible Notes mature on December 30, 2019, and bear interest~~kind at a rate of ~~5.25% per annum, payable semi-annually~~7.00%. Interest expense of $2,954 was paid in ~~cash.~~ kind in the three months ended March 31, 2018 (Successor).

Short-term borrowings

The ~~New Convertible Notes are initially convertible into shares~~Company's French subsidiary is party to a local credit facility under which it may borrow against 100% of the ~~Company's common stock at any time at~~eligible accounts receivable factored, with recourse, up to 6,500 Euros. The French subsidiary is charged a ~~conversion price per share equal to $2.25 and are subject to adjustment in accordance with the New Convertible Notes indenture. All current and future guarantors~~factoring fee of 0.16% of the ~~New Secured Notes,~~gross amount of accounts receivable factored. Local currency borrowings on the ~~Credit Facilities, and any other material indebtedness of the Company guarantee the New Convertible Notes, subject to certain exceptions. The New Convertible Notes~~French subsidiary's credit facility are secured on a “silent” third-priority basis by the same collateral that secures the New Secured Notes. Upon conversion, the Company will pay and/or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock,charged interest at the Company’s election, together with cash in lieu of fractional shares. The value of shares of the Company's common stock for purposes of the settlement of the conversion right will be calculated as provided in the indenture, usingdaily 3-months Euribor rate plus a 20 trading day observation period. Upon such conversion, the holder shall be entitled to receive an amount equal to the "make-whole" premium, payable in the form of cash, shares of the Company's common stock, or a combination of both, at the Company's sole discretion. The value of shares of Company common stock for purposes of calculating the "make-whole" premium will be based1.0% margin and U.S dollar borrowings on the ~~greater~~credit facility are 3-months LIBOR plus a 1.0% margin. The French subsidiary utilizes the local credit facility to support its operating cash needs. As of ~~(i) 130%~~March 31, 2018 (Successor), the French subsidiary has borrowings of $4,803 under the ~~conversion price then in effect and (ii) the volume weighted average price ("VWAP") of such shares for the 20 trading day observation period as provided in the indenture.~~credit facility.

If the VWAP of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which such notice of redemption is provided, the Company shall have the right to redeem any or all of the New Convertible Notes at a price equal to (i) 100.0% of the aggregate principal amount thereof plus (ii) the "make-whole" premium. The redemption price can be paid in the form of cash, shares of the Company's common stock or a combination of both, at the Company's sole discretion. The value of shares of the Company's common stock will be based on the VWAP of such shares for the 20 trading days immediately preceding the date of redemption. Prior to the third trading day prior to the date of any such redemption, any New Convertible Notes called for redemption may be converted by the holder into shares of the Company's common stock at the conversion price then in effect.

~~(9)~~(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 ~~cash collateralized letters of credit~~ 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 ~~June 30, 2017~~March 31, 2018 (Successor) and December 31, ~~2016~~2017 (Successor) 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 various 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~~As of ~~Debt~~

~~The~~March 31, 2018 (Successor), the fair value of the Company's ~~New Secured~~Second Lien Notes, ~~as of June 30, 2017~~including the conversion option, was estimated to be ~~$116,390~~$163,907 compared to a carrying value of ~~$177,019.~~$171,720. The fair value of the ~~New Secured~~Second Lien Notes, ~~as of December 31, 2016 was estimated to be $116,833 compared to a carrying value of $177,019. The fair value for~~including the ~~New Secured Notes was determined based on recent trades of the bonds and fall within Level 2 of the fair value hierarchy.~~

Because it entered into the new Credit Facilities in December 2016 and borrowings outstanding are expected to be repaid in full on or before the Effective Date, the Company determined that the fair value of borrowings outstanding under the Credit Facilities approximated carrying value at June 30, 2017 and December 31, 2016.

~~The fair value of the Company's New Convertible Notes was estimated to be $4,625 compared to a carrying value of $22,323 as of June 30, 2017. The fair value, which~~conversion option falls within Level 3 of the fair value hierarchy, was determined using a binomial lattice model using assumptions based on ~~the estimated value the holders~~market information and historical data, and a review of the New Convertible Notes are expected to receive in settlement of their claims on the effective date of the Plan. The fair value of the New Convertible Notes, including the bifurcated embedded conversion feature, was approximately $5,369 compared to a carrying value of $22,323 as of December 31, 2016. The fair value as of that date was determined based onprices and terms available for similar debt instruments that do not contain a conversion feature, as well as other factors related to the callable nature of the ~~New Convertible~~Second Lien Notes.

~~Fair Value Measurements of Embedded Conversion Feature~~

~~Because of the chapter 11 bankruptcy proceedings, the carrying values of the New Convertible Notes and the embedded conversion feature~~The following valuation assumptions were ~~adjusted as of the Petition Date to reflect their estimated allowed claim amounts as LSTC. As a result,~~used in determining the fair value of the ~~derivative liability for~~Second Lien Notes, including the ~~embedded~~ conversion ~~feature of the New Convertible Notes was estimated to be $0~~option, as of the Petition Date, and the carrying value of the embedded conversion feature was written off to reorganization items, net. The estimated fair value of the derivative liability for the embedded conversion feature of the New Convertible Notes, which falls within Level 3 of the fair value hierarchy, had been measured on a recurring basis using a binomial lattice model using the Company's historical volatility over the term corresponding to the remaining contractual term of the New Convertible Notes and observed spreads of similar debt instruments that do not include a conversion feature. The following reconciliation represents the change in fair value of the embedded conversion feature of the New Convertible Notes between DecemberMarch 31, ~~2016 and June 30, 2017:~~

Derivative liability for embedded conversion feature
Fair value as of December 31, 2016 $ 403
Mark-to-market adjustment on conversion feature^(a)
146
Adjustment to write-off conversion feature to reorganization items, net (549 )
Fair value as of June 30, 2017 $ —

^(a) Mark-to-market adjustment is recognized in unrealized loss on embedded debt conversion option in the Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2017.2018 (Successor):



Risk-free interest rate	2.16			%
Credit spreads	13.93	%
PIK premium spread	2.00	%
Volatility	50.00		%

Given the nature and the variable interest rates, the fair value of borrowings under the New ABL Facility and the French subsidiary's foreign line of credit approximated their carrying value as of March 31, 2018.

~~(10)~~

(9) Stockholders’ ~~Deficit~~Equity

Accumulated Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:


							Successor
	June 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
Unrecognized pension and postretirement benefit costs, net of tax	$	(9,369	)	$	(9,797	)	$	34		$	34
Foreign currency translation losses, net of tax	(17,827		)	(16,142		)	(3,578		)	(2,703		)
Total accumulated other comprehensive loss	$	(27,196	)	$	(25,939	)	$	(3,544	)	$	(2,669	)

Changes in accumulated other comprehensive loss by component for the three months ended ~~June 30,~~March 31, 2018 (Successor) and the three months ended March 31, 2017 ~~and 2016~~(Predecessor) are as follows:


	Defined Benefit Pension and Postretirement Items						Foreign Currency Items						Total						Defined Benefit Pension and Postretirement Items						Foreign Currency Items								Total
	2017			2016			2017			2016			2017			2016
Balance as of April 1,	$	(9,583	)	$	(16,729	)	$	(17,142	)	$	(16,025	)	$	(26,725	)	$	(32,754	)
																			Successor		Predecessor				Successor				Predecessor				Successor				Predecessor
																			Three Months Ended March 31, 2018		Three Months Ended March 31, 2017				Three Months Ended March 31, 2018				Three Months Ended March 31, 2017				Three Months Ended March 31, 2018				Three Months Ended March 31, 2017
																			Three Months Ended March 31, 2018						Three Months Ended March 31, 2018				Three Months Ended March 31, 2017				Three Months Ended March 31, 2018				Three Months Ended March 31, 2017
Beginning Balance																			$	34	Three Months Ended March 31, 2017	$	(9,797	)		$	(2,703	)		$	(16,142	)		$	(2,669	)		$	(25,939	)
Other comprehensive loss before reclassifications, net of tax	—			—			(685		)	(4,075		)	(685		)	(4,075		)	—		—				(875		)		(1,000		)		(875		)		(1,000		)
Amounts reclassified from accumulated other comprehensive loss, net of tax ^(a)	214			456			—			—			214			456			—		214				—				—				—				214
Net current period other comprehensive income (loss)	214			456			(685		)	(4,075		)	(471		)	(3,619		)	—		214				(875		)		(1,000		)		(875		)		(786		)
Balance as of June 30,	$	(9,369	)	$	(16,273	)	$	(17,827	)	$	(20,100	)	$	(27,196	)	$	(36,373	)
Ending Balance																			$	34	$	(9,583	)		$	(3,578	)		$	(17,142	)		$	(3,544	)		$	(26,725	)

^(a)See reclassifications from accumulated other comprehensive loss table below for details of reclassification from accumulated other comprehensive loss for the three ~~month periods ended June 30, 2017 and 2016.~~

~~Changes in accumulated other comprehensive loss by component for the six~~ months ended ~~June 30,~~March 31, 2018 (Successor) and the three months ended March 31, 2017 ~~and 2016 are as follows:~~(Predecessor).

Defined Benefit Pension and Postretirement Items Foreign Currency Items Total
2017 2016 2017 2016 2017 2016
Balance as of January 1, $ (9,797 ) $ (17,185 ) $ (16,142 ) $ (16,636 ) $ (25,939 ) $ (33,821 )
Other comprehensive income (loss) before reclassifications, net of tax —
—
(1,685 ) (3,464 ) (1,685 ) (3,464 )
Amounts reclassified from accumulated other comprehensive loss, net of tax ^(a)
428
912
—
—
428
912
Net current period other comprehensive income (loss) 428
912
(1,685 ) (3,464 ) (1,257 ) (2,552 )
Balance as of June 30, $ (9,369 ) $ (16,273 ) $ (17,827 ) $ (20,100 ) $ (27,196 ) $ (36,373 )

^(a)See reclassifications from accumulated other comprehensive loss table below for details of reclassification from accumulated other comprehensive loss for the six month periods ended June 30, 2017 and 2016.

Reclassifications from accumulated other comprehensive loss are as follows:


	Three Months Ended						Six Months Ended						Successor		Predecessor
	June 30,						June 30,						Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
	2017			2016			2017			2016			Three Months Ended March 31, 2018		Three Months Ended March 31, 2017
Unrecognized pension and postretirement benefit items:
Prior service cost^(b)(a)	$	(50	)	$	(50	)	$	(100	)	$	(100	)	$	—	$	(50	)
Actuarial loss ^(b)	(164		)	(406		)	(328		)	(812		)
Actuarial gain (loss) ^(a)													—		(164		)
Total before tax	(214		)	(456		)	(428		)	(912		)	—		(214		)
Tax effect	—			—			—			—			—		—
Total reclassifications for the period, net of tax	$	(214	)	$	(456	)	$	(428	)	$	(912	)	$	—	$	(214	)

^(b)(a)These accumulated other comprehensive loss components are included in the computation of net periodic pension and postretirement benefit cost included in ~~sales, general~~other income, net.

(10) Share-based Compensation

On the Effective Date, pursuant to the operation of the Plan, the A.M. Castle & Co. 2017 Management Incentive Plan (the “MIP”) became effective.

Pursuant to the Plan, on September 1, 2017, 1,734 shares, together with an aggregate original principal amount of $2,400 of Second Lien Notes (the "Restricted Notes") convertible into an additional 638 shares of new common stock as of the Effective Date, were issued as awards of restricted shares of the Company's common stock (the "Restricted Shares") under the MIP to certain officers of the Company.

The Restricted Shares and ~~administrative expense.~~Restricted Notes cliff vest on August 31, 2020, subject to the conditions set forth in the MIP. The Restricted Shares grant date fair value of $3.14 per share was based on the value of the common stock of the Successor company as calculated on the Effective Date pursuant to the Plan.

As of March 31, 2018 (Successor), the unrecognized share-based compensation expense related to unvested Restricted Shares was $4,389 and the remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2.4 years. As discussed in Note 1 - Basis of Presentation, the Successor has elected to account for forfeitures as they occur.

As of March 31, 2018 (Successor), the unrecognized share-based compensation expense related to the aggregate original principal amount of $2,400 of Second Lien Notes issued to certain officers of the Company was $1,853 and is expected to be recognized over a weighted-average period of approximately 2.4 years. The Company will recognize this expense on a straight-line basis over the three-year vesting period using the fair value at the issue date, $2,300.

(11) Employee Benefit Plans

Components of the net periodic pension and postretirement benefit cost are as follows:



	Successor			Predecessor
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Service cost	$	117		$	106
Interest cost	1,225			1,210
Expected return on assets	(1,971		)	(2,034		)
Amortization of prior service cost	—			50
Amortization of actuarial loss	—			164
Net periodic pension and postretirement benefit gain	$	(629	)	$	(504	)
Contributions paid	$	—		$	356

Three Months Ended Six Months Ended
June 30, June 30,
2017 2016 2017 2016
Service cost $ 105
$ 112
$ 211
$ 224
Interest cost 1,211
1,312
2,421
2,624
Expected return on assets (2,035 ) (2,035 ) (4,069 ) (4,070 )
Amortization of prior service cost 50
50
100
100
Amortization of actuarial loss 164
406
328
812
Net periodic pension and postretirement benefit (credit) cost $ (505 ) $ (155 ) $ (1,009 ) $ (310 )
Contributions paid $ —
$ —
$ 356
$ —

The Company anticipates making no additional cash contributions ~~of $213~~ to its pension plans in ~~2017.~~the remainder of 2018.

~~(12) Restructuring Activity~~

In ~~April 2015,~~the first quarter of 2018, the Company ~~announced~~adopted ASU 2017-07, which requires that all net periodic pension and postretirement benefit costs, with the exception of service costs, be included as a ~~restructuring plan consisting~~component of ~~workforce reductions~~non-operating income on the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss. Prior to the adoption of ASU 2017-07, the Company reported net periodic pension and postretirement benefit costs as a component of sales, general and administrative expense. As a result of the adoption of ASU No. 2017-07, the Company included the interest cost component of net periodic pension and postretirement benefit costs of $1,225 in interest expense and the ~~consolidation~~expected return on assets component net periodic pension and postretirement benefit costs of ~~facilities~~$1,971 in ~~locations deemed to have redundant operations. In~~other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Loss in the three months ~~and six months~~ ended ~~June 30, 2016,~~March 31, 2018 (Successor). Prior year amounts have been reclassified to conform to the current year presentation in the Condensed Consolidated Financial Statements (see Note 3 - New Accounting Standards).

The Company ~~incurred costs associated~~was party to a multi-employer pension plan. In connection with the April 2015 restructuring plan, which ~~consisted of employee termination and related benefits, moving costs, professional fees and losses on the disposal of fixed assets. In addition,~~is now complete, the Company ~~recorded charges of $452 for inventory moved~~stated its intention to withdraw from ~~consolidated plants that was subsequently identified~~the multi-employer pension plan. At March 31, 2018 (Successor), the total estimated liability to ~~be scrapped.~~withdraw from the plan is $3,374. The ~~inventory charge is reported in cost of materials in the Condensed Consolidated Statement of Operations and Comprehensive Loss for the six months ended June 30, 2016.~~

~~In the first quarter of 2016, the Company closed its Houston and Edmonton facilities and sold all the equipment at these facilities to an unrelated third party. Restructuring activities~~current liability associated with the ~~strategic decision to close these facilities included employee termination and related benefits, lease termination costs, moving costs associated with exit~~Company's withdrawal from the ~~closed facilities, and professional fees at the closed facilities.~~

~~As a result~~multi-employer pension plan of ~~its restructuring activities, the Company incurred the following restructuring expenses:~~

Three Months Ended Six Months Ended
June 30, June 30,
2017 2016 2017 2016
Employee termination and related benefits $ 17
$ 125
$ 45
$ 678
Lease termination costs —
561
—
6,706
Moving costs associated with plant consolidations 23
1,260
93
4,395
Professional fees —
52
30
730
Loss on disposal of fixed assets —
46
—
1,253
Total $ 40
$ 2,044
$ 168
$ 13,762

~~Restructuring reserve activity for the six months ended June 30, 2017 is summarized below:~~

Period Activity
Balance January 1, 2017 Charges (gains) Cash receipts (payments) Non-cash activity Balance June 30, 2017
Employee termination and related benefits ^(a)
$ 3,627
$ 45
$ (163 ) $ —
$ 3,509
Lease termination costs^(b)
823
—
(464 ) —
359
Moving costs associated with plant consolidations —
93
(93 ) —
—
Professional fees —
30
(30 ) —
—
Disposal of fixed assets —
—
—
—
—
Total $ 4,450
$ 168
$ (750 ) $ —
$ 3,868

^(a)~~As of June 30, 2017, the short-term portion of employee termination and related benefits of $340~~$240 is included in accrued and other current liabilities in the Condensed Consolidated Balance Sheet and the long-term liability ~~associated with the Company's withdrawal from a multi-employer pension plan~~ of ~~$3,169~~$3,134 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet.

^(b)Payments on certain of the lease obligations are scheduled to continue until 2020. 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 June 30, 2017, the short-term portion of the lease termination costs of $296 is included in accrued and other current liabilities and the long-term portion of the lease termination costs of $63 is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet.

~~(13)~~(12) Income Taxes

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The Company’s effective tax rate is expressed as income tax ~~expense, which includes tax expense on the Company’s share of joint venture earnings in the three months and six months ended June 30, 2016,~~benefit as a percentage of loss ~~from continuing operations~~ before income ~~taxes and equity in earnings of joint venture.~~taxes.

~~For~~In the three months ended ~~June 30, 2017,~~March 31, 2018 (Successor), the Company recorded income tax ~~expense~~benefit of ~~$71~~$521 on pre-tax loss ~~from continuing operations~~ of ~~$22,470,~~$5,662, for an effective tax rate of ~~(0.3)%~~9.2%. ~~For~~

In the three months ended ~~June 30, 2016,~~March 31, 2017 (Predecessor), the Company recorded income tax ~~expense~~benefit of ~~$531~~$63 on pre-tax loss ~~from continuing operations before equity in earnings~~ of ~~joint venture of $16,287,~~$13,555, for an effective tax rate of ~~(3.3)%~~0.5%.

~~For~~On December 22, 2017, the ~~six~~U.S. enacted significant changes to the U.S. tax law following the passage and signing of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”). The Tax Act included significant changes to existing tax law, including, but not limited to, a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018.

On December 22, 2017, the Securities Exchange Commission ("SEC") issued Staff Accounting Bulletin 118, "SAB 118", which expresses views of the SEC regarding ASC Topic 740, "Income Taxes" ("ASC 740"), in the reporting period that includes the enactment date of the Tax Act. Subsequent to the issuance of SAB 118, in March 2018, the FASB issued ASU 2018-05 "Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin 118," which formally amended ASC 740 for the guidance previously provided by SAB 118. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record and provisional estimate in the financial statements.

Given the complexity of the Tax Act and anticipated guidance from the U.S. treasury about implementing the Tax Act, the Company’s analysis and accounting for the tax effects of the enactment of the Tax Act is preliminary. The Company has made provisional estimates in accordance with SAB 118 but has not fully completed its analysis and calculation of foreign earnings subject to the transition tax or its analysis of certain other aspects of the Tax Act that could result in adjustments to the remeasurement of deferred tax balances. Upon completion of the analysis in 2018, these estimates may be adjusted through income tax benefit or expense in the Consolidated Statements of Operations and Comprehensive Loss. No adjustments to these provisional estimates were made in the three months ended ~~June 30, 2017,~~March 31, 2018 (Successor).

The Tax Act subjects a U.S. shareholder to tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, "Accounting for Global Intangible Low-Taxed Income", states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. Given the complexity of the GILTI provisions, the Company ~~recorded~~is still evaluating the effects of the GILTI provisions and have not yet determined our accounting policy. At March 31, 2018 (Successor), because the Company is still evaluating the GILTI provisions and its analysis of future taxable income ~~tax expense of $8 on pre-tax loss from continuing~~that is subject to GILTI, the Company has included GILTI related to current year operations ~~of $36,025, for an~~only in its estimated annual effective tax rate ~~of 0.0%. For~~and has not provided additional GILTI on deferred items.

Accordingly, in the ~~six~~three months ended ~~June 30, 2016,~~March 31, 2018 (Successor), the ~~Company recorded~~Company's income tax ~~expense~~provision reflects i) the current year impacts of ~~$196~~the Tax Act on ~~pre-tax loss from continuing operations before equity in earnings of joint venture of $61,737, for an~~the estimated annual effective tax rate and ii) discrete items, if any, resulting directly from the enactment of ~~(0.3)%.~~the Tax Act based on information available, prepared, or analyzed (including computations) in reasonable detail. There were no discrete impacts from the enactment of the Tax Act in the three months ended March 31, 2018.

~~The Company's U.S. statutory rate is 35%.~~ The most significant factors impacting the effective tax rate ~~for~~in the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 (Successor) were the impact of the U.S. federal corporate tax rate reduction in connection with the enactment of the Tax Act on the estimated annual effective tax rate, the foreign rate differential, and ~~2016 were losses in jurisdictions that~~ the ~~Company is not able to benefit due to uncertainty as to the realization of those losses,~~ release of valuation allowances in jurisdictions that have become ~~profitable, and the impact of intraperiod allocations.~~profitable.

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

The Company is party to a variety of legal proceedings, claims, and inquiries, including proceedings or inquiries by governmental authorities, which arise from the operation of its business. These proceedings, claims, and inquiries are incidental to and occur in the normal course of the Company's business affairs. The majority of these proceedings, claims, and inquiries relate to commercial disputes with customers, suppliers, and others; employment and employee benefits-related disputes; product quality disputes with vendors and/or customers; and environmental, health and safety claims. It is the opinion of management that the currently expected outcome of these proceedings, claims, and inquiries, after taking into account recorded accruals and the availability and limits of our insurance coverage, will not have a material adverse effect on the consolidated results of operations, financial condition or cash flows of the Company.

~~(15) Condensed Combined Debtor-in-Possession Financial Information~~(14) Subsequent Event

The following condensed combined financial information presents the Debtors' Balance Sheet as of June 30, 2017, the Debtors' Statement of Operations for the six months ended June 30, 2017, and the Debtors' Statement of Cash Flows for the six months ended June 30, 2017. Those subsidiaries ofIn May 2018, the Company ~~that did not file bankruptcy petitions (the "Non-Filing Entities") are accounted for as unconsolidated subsidiaries~~reached an agreement in these financial statements and, as such, their net earnings (loss) are included as equity in earnings of non-filing entities, net of taxes in the Debtors' Statement of Operations and their net assets are includedprinciple with ~~investments in and advances~~its first lien lender, PNC Bank, National Association, to ~~non-filing entities in the Debtors' Balance Sheet.~~

Intercompany transactions among the Debtors have been eliminated in the financial statements contained herein. Intercompany transactions among the Debtors and the non-filing entities have not been eliminated in the Debtors' financial statements.

Debtors' Balance Sheet
As of
June 30, 2017
ASSETS
Current assets:
Cash and cash equivalents $ 4,566
Accounts receivable, less allowance for doubtful accounts 41,519
Inventories 96,213
Other current assets 9,917
Total current assets 152,215
Investments in and advances to non-filing entities 105,288
Intangible assets, net 1,012
Other noncurrent assets 18,671
Property, plant and equipment, net 38,371
Total assets $ 315,557
LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable $ 27,997
Other current liabilities 12,674
Current portion of long-term debt 105,859
Total current liabilities 146,530
Long-term debt, less current portion —
Other noncurrent liabilities 29,578
Liabilities subject to compromise 211,363
Total deficit (71,914 )
Total liabilities and deficit $ 315,557

Debtors' Statement of Operations
Six Months Ended June 30, 2017
Net sales $ 167,545
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization) 118,974
Warehouse, processing and delivery expense 28,680
Sales, general and administrative expense 24,897
Restructuring expense 90
Depreciation and amortization expense 6,850
Total costs and expenses 179,491
Operating loss (11,946 )
Interest expense, net 19,899
Financial restructuring expense 6,600
Unrealized loss on embedded debt conversion option 146
Other (income) expense, net —
Reorganization items, net 5,502
Loss before income taxes (44,093 )
Income tax benefit —
Net loss attributable to debtor entities (44,093 )
Equity in earnings of non-filing entities, net of taxes 8,060
Net loss $ (36,033 )
Comprehensive loss $ (37,290 )

Debtors' Statement of Cash Flows
Six Months Ended June 30, 2017
Net cash used in operating activities $ (29,641 )
Investing activities:
Capital expenditures (1,933 )
Change in cash collateralization of letters of credit 246
Net cash from (used in) investing activities (1,687 )
Financing activities:
Proceeds from long-term debt 12,500
Repayments of long-term debt (114 )
Other financing activities (1,831 )
Net cash from (used in) financing activities 10,555
Net change in cash and cash equivalents (20,773 )
Cash and cash equivalents - beginning of period 25,339
Cash and cash equivalents - end of period

$ 4,566

~~(16) Subsequent Events~~

~~Debtor-in-Possession Revolving Credit Facility~~

The DIP Facility matures on the earliest of (a) December 15, 2017, (b) the effective date of the Plan, as confirmed pursuant to an order entered by the Bankruptcy Court, (c) the closing of a sale of all or substantially all of the assets of the Debtors, or (d) the occurrence of an Event of Default (as defined in the DIP Credit Agreement), which results in acceleration of any portion of the obligations of the Debtors under the DIP Facility and termination of PNC's commitments under the DIP Credit Agreement. Obligations of the Debtors under the DIP Facility may be prepaid in whole, but not in part, at any time.

At the election of the Debtors, borrowings under the DIP Facility will bear interest at variable rates based on (a) a LIBOR-based rate plus an initial applicable margin of 3.00% or (b) a customary base rate plus an initial applicable margin of 2.00%, with such applicable margins subject to reduction based on the amount of excess available borrowing capacity under its existing New ABL Facility. When finalized, this contemplated additional borrowing capacity will be made available in part by way of a participation in the ~~DIP Facility. The Debtors must also pay a monthly commitment fee and~~New ABL Facility by certain ~~other customary fees, costs and expenses that may be incurred by PNC in connection with the transactions contemplated by the DIP Credit Agreement.~~

~~The obligations~~ of the ~~Debtors under the DIP Facility are~~Company’s shareholders. The agreement to ~~be (i) entitled to super-priority administrative expense claim status pursuant to the Bankruptcy Code with priority over any administrative expenses of a kind specified in the Bankruptcy Code,~~provide this additional borrowing capacity is subject to ~~a carve-out for certain specified bankruptcy-related fees~~customary conditions to closing, including execution of acceptable documentation and expenses; and (ii) secured, pursuant to the Bankruptcy Code, by a first-priority perfected security interest and lien on all or substantially all of the Debtors' assets and the Company’s equity interests in its subsidiaries, subject to certain carve-out and permitted prior liens.

~~On July 10, 2017, in connection with its entering into the DIP Credit Agreement, the Company borrowed an aggregate amount of $66,326 from PNC, of~~approval, which ~~$64,000 was used to pay down outstanding term loan borrowings under the Credit Facilities.~~

~~Confirmation of the Plan~~

On August 2, 2017, the Bankruptcy Court entered the Confirmation Order, approving and confirming the Plan. The Plan is expected to become effective, and the Debtors are expected to emerge from their chapter 11 cases, on or around August 31, 2017.

Under ASC No. 852, fresh-start accounting is required upon emergence from chapter 11 if (i) the value of the assets of the emerging entity immediately before the date of confirmation (the "reorganization value") is less than the total of all postpetition liabilities and allowed claims; and (ii) holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity. As of the effective date of the Plan, the Company expects to ~~adopt fresh-start accounting, which will result in a new reporting entity with no beginning retained earnings or deficit. Fresh-start accounting also requires that~~occur during the ~~reporting entity allocate the reorganization value to its assets and liabilities in relation to their fair values upon emergence from chapter 11, which may vary materially from the carrying values as~~second quarter of ~~June 30, 2017.~~ 2018.

The Company ~~is in~~expects to pay an amendment fee of 0.25% on the ~~process~~$125,000 borrowing capacity of ~~evaluating~~ the ~~potential impact of fresh-start accounting on its consolidated financial statements.~~ New ABL Facility.

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

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, and the cost savings and other benefits that we expect to achieve from our ~~restructuring.~~restructuring, as well as the anticipated increase in our borrowing capacity under our existing revolving credit facility. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “predict,” “plan,” "should," 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. These factors include or relate to: other competing uses for funds, including the payment of the administrative expenses of our chapter 11 cases; our ability to timely conclude definitive documentation for, and to satisfy all conditions to the consummation of, any required exit financing, new notes indenture or other agreements required by our chapter 11 plan of reorganization; the effects of the filing of our chapter 11 cases on our business and the interests of various constituents; the bankruptcy court’s rulings in our chapter 11 cases, as well the outcome of any such case in general; the length of time that we will operate under chapter 11 protection and the continued availability of operating capital during the pendency of our chapter 11 cases; risks associated with third party motions or objections in our chapter 11 cases, which may interfere with our ability to confirm and consummate a chapter 11 plan of reorganization; the potential adverse effects of our chapter 11 cases on our liquidity or results of operations; our ability to execute the Company’s business and financial reorganization plan; and increased advisory costs to execute our reorganization. Other factors include our ability to effectively manage our operational initiatives and implemented restructuring activities, the impact of volatility of metals prices, the impact of imposed tariffs and/or duties, the cyclical and seasonal aspects of our business, our ability to effectively manage inventory levels, ~~our ability to successfully complete the remaining steps in our strategic refinancing process, and~~ the impact of our substantial level of indebtedness and our ability to obtain the requisite approvals and finalize the documentation relating to our additional borrowing capacity, as well as ~~including~~ those risk factors identified in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016 and this Quarterly Report~~2017, which we filed on ~~Form 10-Q for the second quarter ended June 30, 2017.~~March 15, 2018. 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 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, to reflect the occurrence of unanticipated 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)”.

Overview

A. M. Castle & Co., together with its subsidiaries, (the “Company”) is a specialty metals distribution company serving customers on a global basis. The Company has operations in the United States, Canada, Mexico, France, the United Kingdom, Spain, China and Singapore. The Company provides a broad range of product inventories as well as value-added processing and supply chain services to a wide array of customers, principally within the producer durable equipment, aerospace, heavy industrial equipment, industrial goods, construction equipment, ~~oil and gas,~~ and retail sectors of the global economy. Particular focus is placed on the aerospace and defense, power generation, mining, heavy industrial equipment, and general manufacturing industries, as well as general engineering applications.

Recent Developments

~~Restructuring Support Agreement~~Emergence from Chapter 11

~~To reduce the Company's long-term debt and cash interest obligations and thereby strengthen its financial position and flexibility,~~On June 18, 2017, A. M. Castle & Co. and ~~certain~~four of its subsidiaries ~~(the~~(together with A. M. Castle & Co., the "Debtors") ~~entered into a restructuring support agreement (the “RSA”) on April 6, 2017. The RSA was entered into with certain~~filed voluntary petitions for reorganization under chapter 11 of the ~~Company's creditors~~United States Bankruptcy Code (the ~~"Consenting Creditors"~~"Bankruptcy Code"), including certain holders of the Company’s (a) term loans under the credit facilities agreement dated as of December 8, 2016, as amended (the "Credit Facilities Agreement"), (b) 12.75% Senior Secured Notes due December 15, 2018 (the "New Secured Notes"), and (c) 5.25% Convertible Senior Secured Notes due December 30, 2019 (the "New Convertible Notes"). The RSA provides for a consensual restructuring of the debt and equity of

~~the Company, which the Company seeks to effect by means of a Debtors' Prepackaged Joint Chapter 11 Plan of Reorganization (as amended, the "Plan").~~

~~Commitment Agreement~~

On June 16, 2017, pursuant to the terms of the RSA, the Debtors entered into a Commitment Agreement with certain of their creditors (the "Commitment Parties"). The Commitment Parties are the holders (or the investment advisors or managers for the holders) of term loans (the "Credit Facilities") made to the Company under the Credit Facilities Agreement.

Under the Commitment Agreement, the Commitment Parties have agreed, subject to the terms and conditions set forth in the Commitment Agreement, to purchase new notes to be issued by the reorganized Company under the Plan (the “New Money Notes”) for an aggregate purchase price of up to $40.0 million (the "New Money Amount"), subject to decrease based on the Company’s Opening Liquidity (as defined in the Commitment Agreement) as of the effective date of the Plan (the "Effective Date"). The New Money Notes will be on the same terms as the new notes issued by the Company under the Plan to holders of certain other classes of claims.

The New Money Notes will be issued at a price of $800 in cash for each $1,000 in principal amount of New Money Notes. The Commitment Agreement provides for the payment by the Company, in consideration for the Commitment Parties’ agreements in the Commitment Agreement, of a put option payment equal to $2.0 million, which shall be payable in cash upon the earlier of the Effective Date or the termination of the Commitment Agreement in accordance with its terms. In addition, the Company has agreed to reimburse the reasonable fees and expenses incurred by the legal and financial advisors to the Commitment Parties.

Under the Commitment Agreement, the Debtors are required to meet the same milestones as set forth in the RSA, including that they obtain orders of the Bankruptcy Court confirming the Plan on or before the sixtieth day after filing voluntary chapter 11 petitions with the United States Bankruptcy Court for the District of Delaware in Wilmington, Delaware (the "Bankruptcy Court"). ~~Further,~~The four subsidiaries in the ~~Commitment Agreement may be terminated if the Effective Date has not occurred by August 31, 2017, if the RSA is terminated,~~chapter 11 cases are Keystone Tube Company, LLC, HY-Alloy Steels Company, Keystone Service, Inc. and ~~upon other specified events.~~

~~Chapter 11 Bankruptcy Filing~~

OnTotal Plastics, Inc. Also on June 18, 2017, ~~pursuant to the terms of the RSA,~~ the Debtors ~~commenced voluntary chapter~~filed the Debtors' Prepackaged Joint Chapter 11 ~~proceedings under~~Plan of Reorganization with the ~~United States~~ Bankruptcy ~~Code~~Court and on July 25, 2017, the Debtors filed the Debtors' Amended Prepackaged Joint Chapter 11 Plan of Reorganization (the ~~"Bankruptcy Code"~~"Plan") with the Bankruptcy Court. ~~The~~On August 2, 2017, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Plan. On August 31, 2017 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from their chapter 11 ~~cases have been consolidated for procedural purposes only~~cases.

On the Effective Date, by operation of the Plan, among other things:

The Company issued an aggregate of 2.0 million shares of its new class of common stock, par value $0.01 per share ("New Common Stock") consisting of 1.3 million shares issued to holders of Prepetition Second Lien Secured Claims (as defined by the Plan) in partial satisfaction of their claims; 0.3 million shares issued to holders of Prepetition Third Lien Secured Claims (as defined by the Amended Plan) in partial satisfaction

of their claims; and ~~are being administered jointly~~0.4 million shares issued to participating holders of the Company's outstanding common stock as of August 2, 2017.

All agreements, instruments, and other documents evidencing, related to or connected with any equity interests of the Company (which include the Company's prior common stock, par value $0.01 per share, warrants to purchase such common stock, and awards under management equity plans adopted before the Effective Date) were canceled and extinguished without recovery.

All outstanding indebtedness, accrued interest, and related fees of the Debtors under that certain Credit and Guaranty Agreement, dated December 8, 2016, by and among the Company, Highbridge International Capital Management, LLC, Corre Partners Management, LLC, Whitebox Credit Partners, L.P., WFF Cayman II Limited, and SGF, LLC and Cantor Fitzgerald Securities, among others (as amended, the “Former Credit Agreement”), amounting to $49.4 million, was paid in full with the proceeds of borrowings under the ~~caption~~ ~~In re Keystone Tube Company, LLC., et al.~~ ~~(Case No. 17-11330)~~New ABL Facility (defined below) and the issuance of Second Lien Notes under the Indenture dated August 31, 2017 ("Second Lien Notes Indenture").

~~The filing~~All outstanding indebtedness of the ~~bankruptcy petitions constituted a default or event of default that accelerated~~Debtors under the Company’s ~~obligations under (i) the Credit Facilities Agreement, (ii)~~12.75% Senior Secured Notes due 2018 ("Secured Notes") and the Indenture dated February 8, 2016 ~~(the "Senior~~("Secured Notes Indenture"), by and between the ~~New~~Company, as issuer, its guarantors, and U.S. Bank National Association, as trustee, and all outstanding indebtedness of the Debtors under the Company’s 5.25% Convertible Senior Secured Notes ~~issued pursuant thereto,~~due 2019 ("Convertible Notes") and ~~(iii)~~ the Indenture dated May 19, 2016 ~~(the "Convertible~~("Convertible Notes Indenture"), by and between the Company, as issuer, its guarantors, and U.S. Bank National Association, as trustee, was discharged and canceled in exchange for Second Lien Notes (defined below) and New ~~Convertible Notes issued pursuant thereto.~~ Common Stock in the Company.

The ~~Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture provide that, as a result~~A.M. Castle & Co. 2017 Management Incentive Plan became effective.

All of the ~~filing~~existing members of the ~~bankruptcy petitions, all outstanding indebtedness due thereunder shall be immediately due~~Board were deemed to have resigned and ~~payable. Any efforts to enforce such payment obligations under~~were replaced the ~~Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture are automatically stayed as a result~~new Board of the ~~bankruptcy petitions, and the creditors’ rights~~Company consisting of ~~enforcement in respect~~six members, four of ~~the Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture are subject~~whom were new to the ~~applicable provisions of the RSA and the Bankruptcy Code.~~

No trustee has been appointed in the chapter 11 cases, and the Debtors continue to operate their business as “debtors in possession” subject to the supervision and orders of the Bankruptcy Court in accordance with the Bankruptcy Code. It is expected that the Company will continue its operations without interruption during the pendency of the chapter 11 cases. To maintain and continue ordinary course operations without interruption, the Company received approval from the Bankruptcy Court of a variety of “first day” motions seeking certain relief and authorizing the Company to maintain its operations in the ordinary course. Bankruptcy Court filings and other information related to the chapter 11 cases are available at a website administered by the Debtors’ claims agent, Kurtzman Carson Consultants, LLC, at http://www.kccllc.net/amcastle.

The Condensed Consolidated Financial Statements have been prepared to reflect the application of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 852, "Reorganizations". ASC No. 852 requires that the financial statements, for periods subsequent to the chapter 11 filing, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly,

certain expenses, gains and losses that are realized or incurred in the bankruptcy proceedings are recorded in reorganization items, net in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. In addition, liabilities subject to compromise in the chapter 11 cases are distinguished from liabilities of non-filing entities, liabilities not expected to be compromised, and postpetition liabilities in the Company’s Condensed Consolidated Balance Sheet at June 30, 2017. Liabilities subject to compromise are reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although they may be settled for less.

~~Proposed Plan of Reorganization~~Board.

Pursuant to the ~~terms of the RSA, the Debtors filed the original Plan with the Bankruptcy Court on June 18, 2017 and an amended version of the~~ Plan, on July 25, 2017. The Plan implements a new senior secured exit financing facility and the issuance of the New Money Notes to refinance or exchange the existing first lien Credit Facilities and to provide working capital for the reorganized Company. The terms of the Plan provide that the new senior secured exit financing facility shall be in the form of an asset-based revolving credit facility (the "New ABL Facility") entered into on or before the Effective Date. On June 2,September 1, 2017, the Company ~~entered~~issued 1.7 million restricted New Common Stock shares, together with an aggregate original principal amount of $2.4 million of 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due 2022 ("Second Lien Notes") convertible into ~~a commitment letter with PNC Bank, National Association (“PNC”), which contemplates a $125,000~~an additional 0.6 million shares of New ~~ABL Facility to be entered into upon the Effective Date. If the Debtors are unable to enter into the New ABL Facility on or before~~Common Stock as of the Effective Date, ~~then,~~and issued as awards under the A.M. Castle & Co. 2017 Management Incentive Plan to certain officers of the Company.

Pursuant to the Plan, on the Effective Date, the Debtors ~~shall enter~~entered into a new ~~first lien~~ senior secured ~~term loan credit~~asset-based lending facility ~~(the "New Roll-Up~~due 2022 ("New ABL Facility").

The Plan also deleverages the Company's balance sheet by exchanging $177.0 million aggregate principal amount of New Secured Notes and $22.3 million aggregate principal amount of New Convertible Notes for an 80% share of new common stock in the reorganized Company, subject to dilution, and certain convertible new second lien secured notes in an aggregate principal amount of $115.0 million (the "Exchange Notes"), together with certain cash distributions. Allobligations of the ~~existing equity interests in~~borrowers have been guaranteed by the subsidiaries of the Company ~~will be extinguished, but holders of such equity interests will have the opportunity to receive a 20% share of new common stock in the reorganized Company, subject to dilution,~~named therein as ~~part of a settlement encompassed in the Plan. Allowed general unsecured claims and all creditors who are unimpaired under the Plan will receive a complete recovery.~~

Prior to filing the Plan with the Bankruptcy Court, the Company completed its solicitation of votes to accept or reject the Plan from the holders of claims under the Credit Facilities Agreement (the "Prepetition First Lien Secured Claims"), the holders of theguarantors. The New Secured Notes (the "Prepetition Second Lien Secured Claims") and the holders of the New Convertible Notes (the "Prepetition Third Lien Secured Claims"). In dollar value, 100% of the votes cast by holders of both the Prepetition First Lien Secured Claims and the Prepetition Second Lien Secured Claims, as well as 79.24% of the votes cast by holders of the Prepetition Third Lien Secured Claims, approved the Plan. In the aggregate, 98.32% of the voting secured creditors by dollar value voted in favor of the Plan. Additionally, a majority of voting holders in number in each class approved the Plan, with an aggregate of 88.68% of voting holders in number approving the Plan.

~~Debtor-in-Possession Revolving Credit~~ABL Facility

After obtaining approval by the Bankruptcy Court, the Debtors entered into a Debtor-in-Possession Revolving Credit and Security Agreement dated July 10, 2017 (the "DIP Credit Agreement"), with PNC, as Lender and Administrative and Collateral Agent. The DIP Credit Agreement provides for ~~an $85.0~~a $125.0 million senior secured, revolving ~~debtor-in-possession~~ credit facility for the Company. Subject to certain exceptions and ~~sets forth~~permitted encumbrances, the ~~terms and conditions of such facility (the "DIP Facility"). The purpose~~obligations under the New ABL Facility are secured by a first priority security interest in substantially all of the ~~DIP~~assets of each of the borrowers and certain of their foreign subsidiaries. The proceeds of the advances under the New ABL Facility ismay only be used to (i) pay certain fees and expenses ~~payable~~ to ~~PNC for~~ the ~~DIP~~agent and the lenders under the New ABL Facility, (ii) provide for ~~the Debtors'~~borrowers' working capital needs and reimburse drawings under letters of credit, (iii) repay the obligations under the Debtor-in-Possession Revolving Credit and Security Agreement dated as of June 10, 2017, by and among the Company, the lenders party thereto, and PNC Bank, National Association (the "Agent"), and certain other existing indebtedness, and (iv) provide for the Borrowers' capital expenditure needs, in accordance with the New ABL Facility.

On the Effective Date, in connection with its entering into the New ABL Facility, the Company borrowed an ~~approved budget, (iii) fund administrative expenses~~aggregate amount equal to $78.8 million, of which $49.4 million was used to pay down outstanding indebtedness, accrued interest, and related fees of the ~~Debtors that~~Company under the Former Credit Agreement.

Pursuant to the Plan, on the Effective Date, the Company entered into the Second Lien Notes Indenture and, pursuant thereto, issued approximately $164.9 million in Second Lien Notes.

The Second Lien Notes are ~~included in such budget, (iv) refinance up to $75.0 million~~five-year senior obligations of the ~~Company's term loan borrowings~~Company and certain of its subsidiaries, secured by a lien on all or substantially all of the assets of the Company, its domestic subsidiaries and certain of its foreign subsidiaries, which lien the Indenture Agent has agreed will be junior to the lien of the Agent under the ~~Credit Facilities, and (v) pay the Permitted Adequate Protection Payments (as defined in the DIP Credit Agreement) as and when due.~~ New ABL Facility.

Financial Reporting Under Reorganization

Refer to Note 162 - ~~Subsequent Events~~Bankruptcy Related Disclosures, of the Company's Condensed Consolidating Financial Statements for further discussion of financial reporting implications related to the ~~Condensed Consolidated Financial Statements.~~Company's chapter 11 cases, and emergence therefrom, including a detail of liabilities subject to compromise and reorganization items, net.

~~Confirmation~~Presentation of Predecessor and Successor

The Company adopted fresh-start reporting as of the ~~Plan~~

~~On August 2, 2017,~~Effective Date. As a result of the ~~Bankruptcy Court entered an order approving and confirming~~application of fresh-start reporting, the ~~Plan. The Plan is expected~~Company's financial statements for periods prior to ~~become effective~~the Effective Date are not comparable to those for periods subsequent to the Effective Date. References in this report to “Successor” refer to the Company on or ~~around August 31, 2017. Refer~~after the Effective Date. References to ~~Note 16 - Subsequent Events~~“Predecessor” refer to the ~~Condensed Consolidated Financial Statements.~~Company prior to the Effective Date. Operating results for the Successor and Predecessor periods are not necessarily indicative of the results to be expected for a full fiscal year. References such as the “Company,” “we,” “our” and “us” refer to A.M. Castle & Co. and its consolidated subsidiaries, whether Predecessor and/or Successor, as appropriate.

Results of Operations: Three Months Ended ~~June 30, 2017~~March 31, 2018 (Successor) Compared to Three Months Ended ~~June 30, 2016~~March 31, 2017 (Predecessor)

The following table sets forth certain statement of operations data ~~for~~in the three months ended ~~June 30,~~March 31, 2018 (Successor) and the three months ended March 31, 2017 ~~and 2016.~~(Predecessor).


	Three Months Ended June 30,															Successor					Predecessor
	2017					2016					Favorable/(Unfavorable)					Three Months Ended March 31, 2018					Three Months Ended March 31, 2017 As Adjusted*					Favorable/(Unfavorable)
(Dollar amounts in millions)	$			% of Net Sales		$			% of Net Sales		$ Change			% Change		$			% of Net Sales		$			% of Net Sales		Three Month $ Change			Three Month % Change

Net sales	$	136.5		100.0	%	$	130.7		100.0	%	$	5.8		4.4	%	$	145.9		100.0	%	$	135.9		100.0	%	$	10.0		7.4	%
Cost of materials (exclusive of depreciation and amortization)	102.1			74.8	%	97.7			74.7	%	(4.4		)	(4.5	)%	109.9			75.3	%	101.0			74.3	%	(8.9		)	(8.8	)%
Operating costs and expenses^(a)	37.8			27.7	%	44.3			33.9	%	6.5			14.7	%	39.3			26.9	%	37.8			27.8	%	(1.5		)	(4.0	)%
Operating loss	$	(3.4	)	(2.5	)%	$	(11.3	)	(8.6	)%	$	7.9		69.9	%	$	(3.3	)	(2.3	)%	$	(2.9	)	(2.1	)%	$	(0.4	)	(13.8	)%

* Adjusted due to the adoption of ASU No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." See Note 3 - New Accounting Standards to the Notes to the Condensed Consolidated Financial Statements for additional information.																* Adjusted due to the adoption of ASU No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." See Note 3 - New Accounting Standards to the Notes to the Condensed Consolidated Financial Statements for additional information.

^(a) Operating costs and expenses include restructuring expenses of ~~less than~~ $0.1 million for the three months ended ~~June 30, 2017 and $2.0 million for the three months ended June 30, 2016.~~March 31, 2017.

Net Sales

Net sales of $145.9 million in the three months ended ~~June 30, 2017~~March 31, 2018 (Successor) were ~~$136.5 million,~~ an increase of ~~$5.8~~$10.0 million, or ~~4.4%~~7.4%, compared to the three months ended ~~June 30, 2016.~~March 31, 2017 (Predecessor). The ~~improvement was mainly due to a 10.9%~~ increase in ~~tons~~net sales in the current quarter compared to the prior year quarter was driven primarily by increased sales volume and higher selling prices. Tons sold per day ~~to customers~~increased by 4.4% in the three months ended March 31, 2018 (Successor) compared to the same period in the prior ~~year. The~~year with the largest sales volume increases in carbon and alloy products, stainless, alloy bar and aluminum.

Average selling prices overall increased 5.1% in the three months ended ~~June 30, 2017~~March 31, 2018 (Successor) compared to the three months ended ~~June 30, 2016 were~~March 31, 2017 (Predecessor), driven mainly by favorable selling prices in ~~carbon and alloy plate and alloy bar. The favorable impact~~some of the ~~increase in sales volumes was partly offset~~Company's highest selling products including alloy bar and SBQ bar. Strong demand, along with the announced imposition of tariffs by ~~an overall unfavorable change in product mix.~~

~~Average~~the U.S. on imports of steel and aluminum from certain countries, favorably impacted selling prices ~~overall decreased 4.5%~~ in the three months ended June 30, 2017 compared to the three months ended June 30, 2016, driven by decreases in the price per ton sold of aluminum and stainless. The average price per ton sold of all other product categories increased compared to the priorcurrent year quarter.

Cost of Materials

Cost of materials (exclusive of depreciation and amortization) ~~in the three months ended June 30, 2017 was $102.1 million compared to $97.7~~were $109.9 million in the three months ended ~~June 30, 2016.~~March 31, 2018 (Successor) compared to $101.0 million in the three months ended March 31, 2017 (Predecessor). The ~~$4.4~~$8.9 million, or ~~4.5%~~8.8%, increase between the three month periods is ~~largely~~ due mainly to the increase in sales ~~volumes~~volume in the three months ended ~~June 30, 2017.~~March 31, 2018 (Successor).

Cost of materials (exclusive of depreciation and amortization) was ~~74.8%~~75.3% of net sales in the three months ended ~~June 30, 2017~~March 31, 2018 (Successor) compared to ~~74.7%~~74.3% of net sales in the three months ended ~~June 30, 2016.~~March 31, 2017 (Predecessor) due mainly to higher sales volume offset by aggressive product pricing and sales of excess and slow-moving inventory in the period.

The recent imposition of tariffs favorably impacted the Company's gross material margin (calculated as net sales less cost of materials divided by net sales) as the Company experienced an overall increase in its average selling prices per ton sold.

Operating Costs and Expenses and Operating Loss

Operating costs and expenses ~~for~~in the three months ended ~~June 30,~~March 31, 2018 (Successor) and the three months ended March 31, 2017 ~~and 2016~~(Predecessor) were as follows:


									Successor		Predecessor				Favorable/(Unfavorable)
	Three Months Ended June 30,				Favorable/(Unfavorable)				Three Months Ended March 31, 2018		Three Months Ended March 31, 2017 As Adjusted*				Three Month $ Change				Three Month % Change
(Dollar amounts in millions)	2017		2016		$ Change		% Change		Three Months Ended March 31, 2018						Three Month $ Change				Three Month % Change
Warehouse, processing and delivery expense	$	19.3	$	20.8	$	1.5	7.2	%	$	20.4	Three Months Ended March 31, 2017 As Adjusted*		$	18.7			$	(1.7	)		(9.1	)%
Sales, general and administrative expense	14.6		17.2		2.6		15.1	%	16.5		15.1				(1.4		)		(9.3	)%
Restructuring expense	—		2.0		2.0		100.0	%	—		0.1				0.1				100.0	%
Depreciation and amortization expense	3.9		4.3		0.4		9.3	%	2.4		3.9				1.5				38.5	%
Total operating costs and expenses	$	37.8	$	44.3	$	6.5	14.7	%	$	39.3	$	37.8			$	(1.5	)		(4.0	)%

* Adjusted due to the adoption of ASU No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." See Note 3 - New Accounting Standards to the Notes to the Condensed Consolidated Financial Statementsfor additional information.

Operating costs and expenses ~~decreased~~increased by ~~$6.5~~$1.5 million from ~~$44.3 million in the three months ended June 30, 2016 to~~ $37.8 million in the three months ended ~~June 30, 2017.~~March 31, 2017 (Predecessor) to $39.3 million in the three months ended March 31, 2018 (Successor).

Warehouse, processing and delivery expense ~~decreased~~increased by ~~$1.5~~$1.7 million mainly as a result of ~~lower~~higher payroll ~~benefit~~and benefits costs as well as higher warehouse and freight ~~costs;~~

costs attributable to an increase in fuel prices and additional variable expense resulting from an increase in shipping volume.

Sales, general and administrative expense ~~decreased~~increased by ~~$2.6~~$1.4 million mainly as a result of ~~lower~~higher payroll and benefits ~~costs due to lower company-wide employee headcount, bad debt expense and outside consulting services; and~~costs.

Depreciation and amortization expense decreased by ~~$0.4~~1.5 million due to lower depreciation expense ~~resulting~~in the three months ended March 31, 2018 (Successor) from a lower depreciable base of property, plant ~~closures~~ and equipment ~~sales.~~as a result of fresh-start accounting and, no amortization of intangible assets.

Operating loss in the three months ended ~~June 30, 2017,~~March 31, 2018 (Successor) was ~~$3.4~~$3.3 million compared to operating loss of ~~$11.3~~$2.9 million, including ~~$2.0~~$0.1 million of restructuring expense, in the ~~same period last year.~~three months ended March 31, 2017 (Predecessor).

Other Income and Expense, Income Taxes and Net Loss

The Company adopted Accounting Standards Update ("ASU") No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost", in the first quarter of 2018. In accordance with the adoption of ASU No. 2017-07, the Company now classifies the interest cost component of net periodic benefit cost in interest expense, net, with the service cost component continuing to be classified in sales, general and administrative expense. The other components of net periodic benefit cost are now classified in other income, net. As result of the adoption of ASU No. 2017-07, the Company reclassified a net pension cost of $1.2 million from sales, general and administrative expense to interest expense and a net pension benefit of $1.8 million from sales, general and administrative expense to other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2017 (Predecessor). See Note - 3 New Accounting Standards for further discussion.

Interest expense was ~~$10.1~~$7.1 million in the three months ended ~~June 30, 2017~~March 31, 2018 (Successor), compared to ~~$9.6~~$11.9 million in the three months ended ~~June 30, 2016. The increase was mainly attributable to a higher~~March 31, 2017 (Predecessor). Interest expense in both the three months ended March 31, 2018 (Successor) and the three months ended March 31, 2017 included the interest ~~rate~~cost component of net periodic

benefit cost of $1.2 million. Following the Plan becoming effective on ~~term loan borrowings under~~August 31, 2017, the ~~Company's Credit Facilities Agreement, which was entered into~~Company has significantly reduced its debt and contractual interest burden from what it had been in ~~December 2016,~~the prepetition periods resulting in significantly lower interest expense from debt in the three months ended March 31, 2018 (Successor), compared to the ~~interest rate on borrowings under the Company's former revolving credit agreement.~~three months ended March 31, 2017 (Predecessor).

Financial restructuring expense of ~~$5.7~~$0.9 million in the three months ended ~~June 30,~~March 31, 2017 (Predecessor) was mostly comprised of legal and other professional fees incurred prior to filing the chapter 11 bankruptcy petitions in connection with the financial restructuring of the debt and equity of the Company.

~~Unrealized~~Other income, net, was a gain onof $4.8 million in the ~~embedded conversion option associated with~~three months ended March 31, 2018 (Successor), compared to $2.3 million gain in the ~~5.25% Convertible Notes due December 30, 2019~~three months ended March 31, 2017 (Predecessor). Included in other income, net in the three months ended March 31, 2018 (Successor) was ~~$0.0~~net pension benefit of $2.0 million compared to a net pension benefit of $1.8 million in the three months ended March 31, 2017 (Predecessor). The remaining other income, net for the comparative periods is comprised mostly of foreign currency transaction gains.

Loss before income taxes was $5.7 million in the three months ended March 31, 2018 (Successor). Loss before income taxes was $13.6 million for the three months ended ~~June 30,~~March 31, 2017 ~~and $1.3 million for the three months ended June 30, 2016.~~(Predecessor).

The ~~debt restructuring gain~~Company recorded income tax benefit of $0.5 million in the three months ended ~~June 30, 2016 resulted from the issuance~~March 31, 2018 (Successor) compared to an income tax benefit of the Company's New Convertible Notes in exchange for outstanding 7.0% Convertible Senior Notes due 2017 (the "Convertible Note Exchange") and the subsequent conversion of a portion of the New Convertible Notes to equity.

~~Other income, comprised mostly of foreign currency transaction gains, was $2.2~~$0.1 million in the three months ended ~~June 30,~~March 31, 2017 ~~compared to $2.8 million in the same period last year. These gains are primarily related to unhedged intercompany financing arrangements.~~

Reorganization items, net for the three months ended June 30, 2017 was an expense of $5.5 million, and was comprised of legal and other professional fees of $0.7 million and the write-off of unamortized debt issuance costs and discounts related to the New Secured Notes and New Convertible Notes of $4.8 million. Reorganization items, net represent expenses and income directly associated with the chapter 11 proceedings, as well as adjustments to reflect the carrying value of liabilities subject to compromise at their estimated allowed claim amounts, as such adjustments are determined.

~~The Company recorded an income tax expense of $0.1 million for the three months ended June 30, 2017 compared to an income tax expense of $0.5 million for the same period last year.~~(Predecessor). The Company’s effective tax rate is expressed as income tax expense ~~which includes~~ as a percentage of loss beforeincome taxes. The effective tax ~~expense (benefit) on the Company’s share of joint venture losses~~rate in the three months ended ~~June 30, 2016, as a percentage of loss from continuing operations beforeincome taxes~~March 31, 2018 (Successor) and ~~equity in losses of joint venture. The effective tax rate for the~~ three months ended ~~June 30,~~March 31, 2017 was 9.2% and ~~2016 was (0.3)% and (3.3)%~~0.5%, respectively. The change in the effective tax rate ~~in the three months ended June 30, 2017~~between periods resulted from changes in the geographic mix and timing of income (losses), the inability to benefit from current year losses due to valuation allowance positions in the U.S., the impact of the U.S. federal corporate tax rate reduction in connection with the U.S. tax reform legislation enacted in December 2017, and the impact of ~~intraperiod allocations.~~the foreign income tax rate differential.

~~Equity in losses of the Company’s joint venture~~Net loss was ~~$4.5~~$5.1 million in the three months ended ~~June 30, 2016, which included a $4.6 million impairment charge related to the write-down of the Company's investment~~March 31, 2018 (Successor). Net loss in ~~joint venture to fair value. In August 2016, the Company completed the sale of its interest in its joint venture for aggregate cash proceeds of $31.6 million.~~

~~Loss from continuing operations and net loss for~~ the three months ended ~~June 30,~~March 31, 2017 (Predecessor) was ~~$22.5 million compared to $21.3 million for the three months ended June 30, 2016.~~

~~Results of Operations: Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016~~

The following table sets forth certain statement of operations data for the six months ended June 30, 2017 and 2016. Included in the operating results below is the sale of all inventory and subsequent closure of the Company's Houston and Edmonton facilities which occurred in the first quarter of 2016.

Six Months Ended June 30,
2017 2016 Favorable/(Unfavorable)
(Dollar amounts in millions)
$ % of Net Sales $ % of Net Sales $ Change % Change
Net sales $ 272.4
100.0 % $ 294.5
100.0 % $ (22.1 ) (7.5 )%
Cost of materials (exclusive of depreciation and amortization)^(a)
203.1
74.6 % 231.4
78.6 % 28.3
12.2 %
Operating costs and expenses^(b)
75.0
27.6 % 101.3
34.4 % 26.3
26.0 %
Operating loss $ (5.7 ) (2.1 )% $ (38.2 ) (13.0 )% $ 32.5
85.1 %

^(a) ~~Cost of materials includes $0.5 million of inventory scrapping expenses associated with restructuring activity for the six months ended June 30, 2016.~~

^(b) ~~Operating costs and expenses include $0.1 million and $13.8 million of restructuring expenses for the six months ended June 30, 2017 and 2016, respectively.~~

~~Net Sales~~

Net sales in the six months ended June 30, 2017 were $272.4 million, a decrease of $22.1 million, or 7.5%, compared to the same period last year. Net sales for the six months ended June 30, 2016 included the Company's $27.1 million sale of all its inventory at its Houston and Edmonton facilities to an unrelated third party. The sale of this inventory, which was sold at a zero gross margin (calculated as net sales, less cost of materials), was the result of a strategic decision to lower the Company's exposure to oil and gas market fluctuations. Including that sale of inventory, net sales from the Houston and Edmonton locations, which were closed in February 2016, were $33.0 million. Despite the closure of these two locations, the Company posted an 8.3% increase in tons sold per day to customers compared to the six months ended June 30, 2016. Excluding the tons sold from the Houston and Edmonton locations in the six months ended June 30, 2016, tons sold per day increased 10.7%. Products with the most notable improvements in sales volumes were carbon and alloy plate, alloy bar and aluminum. Offsetting the positive impact of the increase in sales volumes was a 4.8% decrease in average selling prices and an unfavorable change in product mix.

Average selling prices for many of the Company's products were higher in the six months ended June 30, 2017 compared to the same period last year, but decreases in average selling prices of aluminum and alloy bar resulted in the overall 4.8% decrease in average selling prices.

~~Cost of Materials~~

Cost of materials (exclusive of depreciation and amortization) during the six months ended June 30, 2017 was $203.1 million compared to $231.4 million during the six months ended June 30, 2016. The $28.3 million, or 12.2%, decrease is mostly due to the $27.1 million of cost of materials recognized on the sale of all inventory at the Company's Houston and Edmonton facilities in the six months ended June 30, 2016, as discussed above.

Cost of materials (exclusive of depreciation and amortization) was 74.6% as a percent of net sales in the six months ended June 30, 2017, compared to 78.6% as a percent of net sales for the comparative prior year period. While the percentage for the six months ended June 30, 2016 was impacted by the $27.1 million sale of the inventory at the Houston and Edmonton locations, the decrease in the percentage also reflects improved inventory management and better matching of sales prices with inventory replacement cost.

~~Operating Costs and Expenses and Operating Loss~~

~~Operating costs and expenses for the six months ended June 30, 2017 and 2016 were as follows:~~

Six Months Ended June 30, Favorable/(Unfavorable)
(Dollar amounts in millions)
2017 2016 $ Change % Change
Warehouse, processing and delivery expense $ 38.0
$ 44.2
$ 6.2
14.0 %
Sales, general and administrative expense 29.1
34.7
5.6
16.1 %
Restructuring expense 0.1
13.8
13.7
99.3 %
Depreciation and amortization expense 7.8
8.6
0.8
9.3 %
Total operating costs and expenses $ 75.0
$ 101.3
$ 26.3
26.0 %

~~Operating costs and expenses decreased by $26.3 million from $101.3 million during the six months ended June 30, 2016 to $75.0 million during the six months ended June 30, 2017.~~

Warehouse, processing and delivery expense decreased by $6.2 million primarily as a result of lower payroll, benefit, and facility costs resulting from plant consolidations and the closure of the Houston and Edmonton facilities;

~~Sales, general and administrative expense decreased by $5.6 million mainly as a result of lower payroll, benefit, and outside services costs;~~

Restructuring expense was $0.1 million in the six months ended June 30, 2017, while restructuring expense was $13.8 million in the six months ended June 30, 2016, which consisted mainly of severance expense and lease termination charges associated with the closure of the Company's Houston and Edmonton facilities, as well as moving expenses associated with plant consolidations; and

~~Depreciation and amortization expense decreased by $0.8 million due to lower depreciation expense resulting from plant closures and equipment sales.~~

~~Operating loss in the~~ ~~six months ended June 30, 2017~~, including restructuring charges of $0.1 million, was $5.7 million compared to an operating loss of $38.2 million, including restructuring charges of $13.8 million, in the same period in the prior year.

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

Interest expense was $20.8 million in the six months ended June 30, 2017 compared to $20.0 million in the six months ended June 30, 2016. The increase was mainly attributable to a higher interest rate on term loan borrowings under the Company's Credit Facilities Agreement, which was entered into in December 2016, compared to the interest rate on borrowings under the Company's former revolving credit agreement.

Financial restructuring expense of $6.6 million in the six months ended June 30, 2017 was mostly comprised of legal and other professional fees incurred prior to filing the chapter 11 bankruptcy petitions in connection with the financial restructuring of the debt and equity of the Company.

Unrealized loss on the embedded conversion option associated with the New Convertible Notes was $0.1 million for the six months ended June 30, 2017 compared to an unrealized gain of $1.3 million in the six months ended June 30, 2016.

~~The debt restructuring loss of $6.6 million in the six months ended June 30, 2016 reflects $7.1 million of eligible holder consent fees and related legal and other direct costs~~ ~~incurred in conjunction with the private exchange offer and consent solicitation to certain eligible holders to exchange N~~ew Secured Notes for the Company’s 12.75% Senior Secured Notes due 2016. Those charges were partly offset by a $0.5 million gain that resulted from the Convertible Note Exchange and the subsequent conversion of a portion of the New Convertible Notes to equity.

Other income, comprised mostly of foreign currency transaction gains, was $2.8 million in the six months ended June 30, 2017 compared to $1.7 million for the same period in the prior year. These gains and losses are primarily related to unhedged intercompany financing arrangements.

Reorganization items, net for the six months ended June 30, 2017 was an expense of $5.5 million, and was comprised of legal and other professional fees of $0.7 million and the write-off of unamortized debt issuance costs and discounts related to the New Secured Notes and New Convertible Notes of $4.8 million. Reorganization items, net represent expenses and income directly associated with the chapter 11 proceedings, as well as adjustments to reflect the carrying value of liabilities subject to compromise at their estimated allowed claim amounts, as such adjustments are determined.

The Company recorded income tax expense of less than $0.1 million for the six months ended June 30, 2017 compared to income tax expense of $0.2 million for the same period last year. The Company’s effective tax rate is expressed as income tax expense, which includes tax expense (benefit) on the Company’s share of joint venture losses in the six months ended June 30, 2016, as a percentage of loss from continuing operations beforeincome taxes and equity in losses of joint venture. The effective tax rate for the six months ended June 30, 2017 and 2016 was 0.0% and (0.3)%, respectively. The change in the effective tax rate for the six months ended June 30, 2017 resulted from changes in the geographic mix and timing of income (losses), the inability to benefit from current year losses due to valuation allowance positions in the U.S., and the impact of intraperiod allocations.

Equity in losses of joint venture was $4.1 million in the six months ended June 30, 2016. Included in the equity in losses of joint venture was an impairment charge of $4.6 million related to the write-down of the Company's investment in joint venture to fair value. In August 2016, the Company completed the sale of its joint venture for aggregate cash proceeds of $31.6 million.

Loss from continuing operations for the six months ended June 30, 2017 was $36.0 million compared to a loss from continuing operations of $66.1 million for the six months ended June 30, 2016. Income from discontinued operations, net of income taxes, was $7.9 million for the six months ended June 30, 2016, which includes an after-tax gain on the sale of substantially all the assets of the Company's wholly owned subsidiary, Total Plastic, Inc. ("TPI") of $3.0 million and an income tax benefit of $4.2 million from the reversal of an income tax valuation allowance.

Net loss for the six months ended June 30, 2017 was $36.0 million. Net loss for the same period in the prior year, which includes income from discontinued operations (net of income taxes) of $7.9 million, was $58.1$13.5 million.

Liquidity and Capital Resources

Cash and cash equivalents increased (decreased) as follows:


							Successor			Predecessor
	Six Months Ended June 30,						Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
(Dollar amounts in millions)	2017			2016			Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
Net cash used in operating activities	$	(33.3	)	$	(24.4	)	$	(11.2	)	$	(17.5	)
Net cash (used in) from investing activities	(2.0		)	54.5
Net cash used in investing activities							(1.5		)	(1.0		)
Net cash from (used in) financing activities	10.5			(29.2		)	9.4			(1.0		)
Effect of exchange rate changes on cash and cash equivalents	0.4			(0.1		)	—			0.1
Net change in cash and cash equivalents	$	(24.4	)	$	0.8		$	(3.3	)	$	(19.4	)

The Company’s principal sources of liquidity ~~currently~~ are cash provided by operations and proceeds from borrowings under the ~~DIP Facility~~New ABL Facility. In periods of market growth, such as that ~~was entered into on July 10, 2017. During the pendency~~currently being experienced, a substantial amount of the ~~chapter 11 proceedings,~~Company's principal sources of liquidity are invested in working capital to support the growth. Accordingly, the Company expects ~~its primary liquidity requirements will be to fund~~ working capital ~~needs, refinance up~~increases to ~~$75.0 million of~~result in a cash flow use from operations in the near term, ~~loan~~supported by higher borrowings under ~~the Credit Facilities, and make required payments under the DIP~~its New ABL Facility.

Specific components of the change in working capital (defined as current assets less current liabilities), are highlighted below:

~~During the six months ended June 30, 2017, higher~~Higher accounts receivable at March 31, 2018 (Successor) compared to year-end ~~2016~~2017 resulted in ~~$16.7~~a cash flow use of $17.2 million in the three months ended March 31, 2018 (Successor) compared to $15.2 million of cash flow use ~~compared to $6.1 million of cash flow use for~~in the ~~same period last year.~~three months ended March 31, 2017 (Predecessor). Average receivable days outstanding was ~~51.4~~53.7 days in the three months ended March 31, 2018 compared to 49.6 days for the ~~six~~three months ended ~~June 30, 2017 compared to 53.9 days for the six months ended June 30, 2016.~~March 31, 2017.

~~During the six months ended June 30, 2017, higher~~Higher inventory levels at March 31, 2018 (Successor) compared to year-end ~~2016 used $0.5~~2017 resulted in a cash flow use of $3.4 million ~~of cash, while lower inventory levels at June 30, 2016~~in the three months ended March 31, 2018 (Successor) compared to ~~year-end 2015 were~~ a ~~$26.7~~ $10.3

million cash flow ~~source for~~use in the ~~six~~three months ended ~~June 30, 2016. The majority of the cash flow source from inventory in the six months ended June 30, 2016 was the result of the Houston and Edmonton inventory sale discussed above.~~March 31, 2017 (Predecessor). Average days sales in inventory was ~~135.9~~128.5 days for the ~~six~~three months

ended ~~June 30, 2017~~March 31, 2018 compared to ~~171.7~~137.6 days for the ~~six~~three months ended ~~June 30, 2016, which resulted~~March 31, 2017. The decrease in average days sales in inventory is primarily ~~from~~the result of improved inventory ~~management.~~management and the Company's ongoing initiative to sell through its excess and slower moving inventory.

~~During the six months ended June 30, 2017, increases~~Increases in total accounts payable and accrued and other current liabilities ~~were~~compared to year-end 2017 resulted in a ~~$13.2~~$12.4 million cash flow source in the three months ended March 31, 2018 (Successor) compared to a ~~$2.4~~$18.9 million cash flow source for the Predecessor's same period last year. Accounts payable days outstanding was ~~38.8~~43.6 days for the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 compared to ~~45.1~~43.2 days for the same period last year.

Working capital and the balances of its significant components are as follows:


	June 30,		December 31,		Working Capital			Successor
(Dollar amounts in millions)	2017		2016		Increase (Decrease)			March 31, 2018		December 31, 2017		Working Capital Increase (Decrease)
Working capital	$	95.3	$	203.9	$	(108.6	)	$	201.2	$	191.9	$	9.3
Cash and cash equivalents	11.2		35.6		(24.4		)	7.8		11.1		(3.3		)
Accounts receivable	83.6		64.4		19.2			91.8		74.4		17.4
Inventories	149.5		146.6		2.9			158.1		154.5		3.6
Accounts payable	44.0		33.1		(10.9		)	52.9		41.8		(11.1		)
Accrued and other current liabilities	15.6		19.9		4.3			16.4		13.9		(2.5		)

Approximately ~~$5.6~~$3.0 million of the Company’s consolidated cash and cash equivalents balance of ~~$11.2~~$7.8 million at ~~June 30, 2017~~March 31, 2018 (Successor) resided in the United States.

Net cash used in investing activities of ~~$2.0~~$1.5 million during the ~~six~~three months ended ~~June 30,~~March 31, 2018 (Successor) and $1.0 million in the three months ended March 31, 2017 (Predecessor) is mostly attributable to cash paid for capital expenditures ~~of $2.3 million.~~in the respective periods. Management expects capital expenditures to range from ~~$6.0~~$6.5 million to ~~$7.0~~$7.5 million for the full-year ~~2017. Net~~2018.

During the three months ended March 31, 2018 (Successor), net cash from ~~investing~~financing activities of ~~$54.5~~$9.4 million ~~during the same period last year is mostly~~was mainly attributable to ~~cash~~ proceeds from borrowings under the ~~sale~~Company's New ABL Facility offset by net repayments of ~~TPI. Cash~~short-term borrowings under the Company's foreign line of credit and a payment of $0.9 million made in connection with the Company's build-to-suit liability associated with its warehouse in Janesville, WI. During the three months ended March 31, 2017 (Predecessor), net cash used in financing activities of $1.0 million was mainly due to the cash payment of debt issuance costs.

As fully discussed at Note 2 - Bankruptcy Related Disclosures, to the Condensed Consolidated Financial Statements, on the August 31, 2017 Effective Date, the Company's bankruptcy Plan became effective pursuant to its terms and the Debtors emerged from their chapter 11 cases. By operation of the Plan, all outstanding indebtedness, accrued interest, and related fees of the Debtors under the Former Credit Agreement, amounting to $49.4 million, was paid in full with the proceeds of borrowings under the New ABL Facility and the issuance of Second Lien Notes under the Second Lien Indenture. Also, on the Effective Date and by operation of the Plan, all outstanding indebtedness of the Debtors under (i) the Company's Secured Notes Indenture and the Secured Notes issued pursuant thereto, and (ii) the Company's Convertible Notes Indenture and the Convertible Notes issues pursuant thereto, were discharged and canceled.

The New ABL Facility provides for ~~capital expenditures~~a $125.0 million senior secured, revolving credit facility for the ~~six months ended~~Company. Subject to certain exceptions and permitted encumbrances, the obligations under the New ABL Facility are secured by a first priority security interest in substantially all of the assets of each of the Borrowers and certain of their foreign subsidiaries. The proceeds of the advances under the New ABL Facility may only be used to (i) pay certain fees and expenses to the Agent and the lenders under the New ABL Facility, (ii) provide for Borrowers' working capital needs and reimburse drawings under letters of credit, (iii) repay the obligations under the Debtor-in-Possession Revolving Credit and Security Agreement dated as of June ~~30, 2016 was $1.9 million.~~10, 2017, by and among the Company, the lenders party thereto, and PNC Bank, National Association ("PNC"), and certain other existing indebtedness, and (iv) provide for the Borrowers' capital expenditure needs, in accordance with the New ABL Facility.

The Company may prepay its obligations under the New ABL Facility at any time without premium or penalty, and must apply the net proceeds of material sales of collateral in prepayment of such obligations. Interest on indebtedness accrues based on the applicable Prime or LIBOR-based rate plus a margin, as set forth in the New ABL Facility. Additionally, the Company must pay a monthly Facility Fee equal to the product of (i) 0.25% per annum (or, if the average daily revolving facility usage is less than 50% of the maximum revolving advance amount, 0.375% per annum) multiplied by (ii) the amount by which the maximum revolving advance amount exceeds such average daily revolving facility usage for such month.

Under the ~~indenture governing~~New ABL Facility, the maximum borrowing capacity of the facility is based on the Company's ~~7.0% Convertible Notes due 2017 (the "Convertible Notes"),~~borrowing base calculation. The weighted average advance rates used in the borrowing base calculation are 87.3% on eligible accounts receivable and 69.2% on eligible inventory.

The Company's New ABL Facility contains certain covenants and restrictions customary to an asset-based revolving loan. Indebtedness for borrowings under the New ABL Facility is subject to acceleration upon the occurrence of specified defaults or events of default, including failure to pay principal or interest, the inaccuracy of any representation or warranty of a ~~Fundamental Change,~~loan party, failure by a loan party to perform certain covenants, defaults under indebtedness owed to third parties, certain liability producing events relating to ERISA, the invalidity or impairment of the Agent’s lien on its collateral or of any applicable guarantee, and certain adverse bankruptcy-related and other events.

The Company's New ABL Facility contains a springing financial maintenance covenant requiring the Company to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in any covenant testing period when the Company's cash liquidity (as defined in the agreement governing the New ABL Facility, the "New ABL Facility Agreement") is less than the greater of i) 10% of the New ABL Facility's maximum borrowing capacity (as defined in the New ABL Facility Agreement) and ii) $9.0 million. The Company is not in a covenant testing period as of March 31, 2018 (Successor).

Additionally, upon the occurrence and during the continuation of an event of default or upon the failure of the Company to maintain cash liquidity (as defined in the New ABL Facility Agreement) in excess of the greater of $10.0 million or 12.5% of the New ABL Facility's maximum borrowing capacity (as defined in the New ABL Facility Agreement), the lender has the right to take full dominion of the Company’s cash collections and apply these proceeds to outstanding loans under the New ABL Facility Agreement (“Cash Dominion”). Based on the Company's cash projections, it does not anticipate that Cash Dominion will occur during the next 12 months.

Additional unrestricted borrowing capacity under the New ABL Facility as of March 31, 2018 (Successor) was as follows (in millions):



Maximum borrowing capacity	$	125.0
Letters of credit and other reserves	(2.1		)
Availability reserve	(5.0		)
Current maximum borrowing capacity	117.9
Current borrowings	(112.5		)
Additional unrestricted borrowing capacity	$	5.4

The New ABL Facility matures on February 28, 2022.

In May 2018, the Company reached an agreement in principle with PNC to provide for up to an additional $20,500 of borrowing capacity under the New ABL Facility. Refer to Note 14 - Subsequent Event to the Condensed Consolidated Financial Statements for further detail.

The Second Lien Notes are five-year senior obligations of the Company and certain of its subsidiaries, secured by a lien on all or substantially all of the assets of the Company, its domestic subsidiaries and certain of its foreign subsidiaries, which ~~includes, among other things,~~lien the ~~delisting~~Indenture Agent has agreed will be junior to the lien of the Agent under the New ABL Facility.

The Second Lien Notes are convertible into shares of the Company’s common stock ~~from~~at any time at the ~~New York Stock Exchange ("NYSE"),~~initial conversion price of $3.77 per share, which rate is subject to adjustment as set forth in the Second Lien Notes Indenture. The value of shares of the Company’s common stock for purposes of the settlement of the conversion right will be calculated as provided in the Second Lien Notes Indenture, using a 20 trading day observation period. Upon conversion, the Company will pay and/or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, together with cash in lieu of fractional shares.

The terms of the Second Lien Notes contain numerous covenants imposing financial and operating restrictions on the Company’s business. These covenants place restrictions on the Company’s ability and the ability of its subsidiaries to, among other things, pay dividends, redeem stock or make other distributions or restricted payments; incur indebtedness or issue certain stock; make certain investments; create liens; agree to certain payment restrictions affecting certain subsidiaries; sell or otherwise transfer or dispose assets; enter into transactions with affiliates; and enter into sale and leaseback transactions.

The Second Lien Notes may not be redeemed by the Company in whole or in part at any time, subject to certain exceptions provided under the Second Lien Notes Indenture. In addition, if a Fundamental Change occurs at any time, each holder of any Second Lien Notes has the right to require the Company to repurchase such holder’s Second Lien Notes for cash ~~all~~at a repurchase price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, subject to certain exceptions.

The Company must use the net proceeds of material sales of collateral, which proceeds are not used for other permissible purposes, to make an offer of repurchase to holders of the Second Lien Notes. Indebtedness for borrowings under the Second Lien Notes Indenture is subject to acceleration upon the occurrence of specified defaults or events of default, including failure to pay principal or interest, the inaccuracy of any representation or warranty of any obligor under the Second Lien Notes, failure by an obligor under the Second Lien Notes to perform certain covenants, the invalidity or impairment of the Indenture Agent’s lien on its collateral or of any applicable guarantee, and certain adverse bankruptcy-related and other events.

Interest on the Second Lien Notes accrues at the rate of 5.00%, except that the Company may, in circumstances where the payment on interest in cash would cause a ~~portion~~condition of ~~such holder’s Convertible Notes. Effective January 17,~~default under the New ABL Facility, pay at the rate of 7.00% in kind. Currently, the Company is paying interest on the Second Lien Notes in kind as per the Second Lien Notes Indenture, interest on the Second Lien Notes in the first 12 months is required to be paid in kind at a rate of 7.00%.

In July 2017, the ~~Company’s common stock was delisted from~~Company's French subsidiary entered into a local credit facility under which it may borrow against 100% of the ~~NYSE. Accordingly,~~eligible accounts receivable factored, with recourse, up to 6.5 million Euros, subject to factoring fees and floating Euribor or LIBOR interest rates, plus a 1.0% margin. The French subsidiary utilizes the local credit facility to support its operating cash needs. As of as of March 31, 2018 (Successor), the French subsidiary has borrowings of $4.8 million under the credit facility.

As of as of March 31, 2018 (Successor), the Company ~~made an offer to purchase its Convertible Notes and, on February 22, 2017, the Company repurchased $16 thousand aggregate principal amount~~had $2.1 million of ~~its Convertible Notes.~~

During the six months ended June 30, 2016, all available proceeds from the sale of TPI were used to pay down the Company's long-term debt, which along with the $8.7 million payment of debt restructuring costs, resulted in net cash used in financing activities of $29.2 million.

In December 2016, the Company entered into the Credit Facilities with certain financial institutions (the "Financial Institutions") in order to replace and repay outstanding borrowings and support the continuance ofirrevocable letters of credit under the Company's senior secured asset-based revolving credit facility. The Credit Facilities are in the form of senior secured first-lien term loan facilities in an aggregate principal amount of $112.0 million. The Credit Facilities consist of a $75.0 million initial term loan facility funded at closing and a $37.0 million Delayed Draw Facility. Under the Delayed Draw Facility, $24.5 million was drawn in December 2016 and $12.5 million was expected to be available in June 2017 or thereafter. On May 4, 2017, the Company entered into an amendment to the Credit Facilities Agreement, whereby the Financial Institutions agreed to accelerate the Company's access to the Delayed Draw Facility that was expected to be available in June 2017 or thereafter. The $12.5 million was drawn by the Company in May 2017 to finance additional investments in inventory and service customers' needs.outstanding.

For additional information regarding the terms of the New ~~Secured Notes,~~ABL Facility, the ~~New Convertible~~Second Lien Notes, and the ~~Credit Facilities,~~French credit facility refer to Note 87 - Debt to the Condensed Consolidated Financial Statements.

~~On June 18, 2017, pursuant~~Critical Accounting Policies

The preparation of our financial statements requires us to make estimates, judgments and assumptions that affect the ~~terms~~reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~RSA,~~financial statements and the ~~Debtors commenced voluntary chapter 11 proceedings under~~reported amounts of revenue and expenses during the ~~Bankruptcy Code~~reporting period. Part II, Item 7 of the Company's most recent Form 10-K for the fiscal year ended December 31, 2017, which we filed with the ~~Bankruptcy Court. No trustee has been appointed in the chapter 11 cases,~~Securities and ~~the Debtors continue to operate their business as “debtors in possession” subject to the supervision and orders~~Exchange Commission on March 15, 2018, includes a summary of the ~~Bankruptcy Court~~critical accounting policies we believe are the most important to aid in ~~accordance with the Bankruptcy Code. It is expected that the Company will continue its operations without interruption during the pendency of the chapter 11 cases.~~

The filing of the bankruptcy petitions constituted a default or event of default that accelerated the Company’s obligations under (i) the Credit Facilities Agreement, (ii) the Senior Notes Indenture and the New Secured Notes issued pursuant thereto, and (iii) the Convertible Notes Indenture and the New Convertible Notes issued pursuant thereto. The Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture provide that, as a result of the filing of the bankruptcy petitions, all outstanding indebtedness due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture are automatically stayed as a result of the bankruptcy petitions, and the creditors’ rights of enforcement in respect of the Credit Facilities Agreement, the Senior Notes Indenture, and the Convertible Notes Indenture are subject to the applicable provisions of the RSA and the Bankruptcy Code.

~~For additional information regarding the chapter 11 proceedings, refer to~~ ~~Note 2 -Bankruptcy Related Disclosures~~ ~~in the Condensed Consolidated Financial Statements.~~

~~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.~~understanding our financial results. There have been no ~~significant or material~~ changes to ~~such risks since~~ ~~December 31, 2016. Refer to Item 7A in~~those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities, revenues or expenses during the ~~Company’s Annual Report on Form 10-K filed for the year ended~~ ~~December 31, 2016~~ ~~for further discussion~~first three months of ~~such risks.~~2018.

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.

(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 ~~June 30, 2017~~March 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

~~On June 18, 2017, A.M. Castle & Co.~~The Company is party to a variety of legal proceedings, claims, and ~~four~~inquiries, including proceedings or inquiries by governmental authorities, which arise from the operation of its ~~subsidiaries (collectively,~~business. These proceedings, claims, and inquiries are incidental to and occur in the ~~“Debtors”) filed voluntary petitions for reorganization under chapter 11~~normal course of the ~~United States Bankruptcy Code in~~Company's business affairs. The majority of these proceedings, claims, and inquiries relate to commercial disputes with customers, suppliers, and others; employment and employee benefits-related disputes; product quality disputes with vendors and/or customers; and environmental, health and safety claims. It is the ~~United States Bankruptcy Court for~~opinion of management that the ~~District~~currently expected outcome of ~~Delaware (the “Bankruptcy Court”) pursuant to~~these proceedings, claims, and inquiries, after taking into account recorded accruals and the ~~terms~~availability and limits of our insurance coverage, will not have a ~~Restructuring Support Agreement dated April 6, 2017, as amended, by and among~~material adverse effect on the ~~Debtors and certain~~consolidated results of ~~their creditors (the “RSA”). The Debtors’ chapter 11 cases are jointly administered under~~ ~~In re Keystone Tube Company, LLC., et al.~~ (Case No. 17-11330). The four subsidiaries in the chapter 11 cases are Keystone Tube Company, LLC, HY-Alloy Steels Company, Keystone Services, Inc. and Total Plastics, Inc. The Debtors continue to operate as debtors-in-possession under the jurisdictionoperations, financial condition or cash flows of the ~~Bankruptcy Court in accordance with the applicable provisions of the United States Bankruptcy Code.~~

The bankruptcy cases were commenced pursuant to the RSA to effect a restructuring of the debt and equity of the Company under a chapter 11 plan of reorganization. Accordingly, the Company filed the Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court on June 18, 2017 and the Debtors' Amended Prepackaged Joint Chapter 11 Plan of Reorganization (the "Plan") with the Bankruptcy Court on July 25, 2017. On August 2, 2017, the Bankruptcy Court entered an order confirming the Plan. The Company expects that the effective date of the Plan will occur as soon as all conditions precedent to the Plan have been satisfied or waived in accordance with the terms of the Plan. The Company anticipates that all conditions precedent to the Plan will be satisfied on or about August 31, 2017 and that the Debtors will exit their bankruptcy cases at that time.Company.

Item 1A. Risk Factors

The ~~following information updates, and should be read in conjunction with,~~risk factors that were disclosed under the ~~information previously disclosed~~caption “Risk Factors” in Part I, Item 1A ~~“Risk Factors”~~ of ~~our Annual Report on~~the Company's most recent Form 10-K ~~for~~have not materially changed since the ~~year ended December 31, 2016, which~~date the most recent Form 10-K was filed with the ~~Securities and Exchange Commission on April 7, 2017.~~

~~Trading in the Company's securities during the pendency of the chapter 11 cases is highly speculative and poses substantial risks.~~

If the restructuring contemplated by the Plan is consummated, all existing equity interests of the Company, including common stock and any outstanding preferred stock, warrants or options, will be extinguished. Holders of the Company’s common stock will be entitled to distributions under the Plan only if they are holders as of the Distribution Record Date established under the Plan. Each holder of the Company’s common stock entitled to any distribution under the Plan will receive only such holder’s share of 20% of the Company’s new common stock issued on the effective date of the Plan on a pro rata basis as determined by, and subject to dilution as contemplated under, the Plan. Trading prices for the Company’s securities may not bear any substantive relationship to the probable outcome for security holders in the chapter 11 cases.

~~Trading in the Company’s common stock after August 2, 2017, the Distribution Record Date established under the Plan, is expected to be subject to restrictions.~~

Pursuant to the Plan, the transfer ledgers for the Company’s common stock will be closed on the Distribution Record Date, and after such date there will no further changes in the holders of record of such shares. The Company and its transfer agents will not have any obligation to recognize the transfer of any shares of the Company’s outstanding common stock occurring after the Distribution Record Date, and will be entitled instead to recognize and deal for all purposes under the Plan with only those record holders stated on the transfer ledger as of the close of business on the Distribution Record Date.

~~The Company’s ability to exit from its chapter 11 cases on a timely basis in accordance with the Plan depends on completion of definitive documentation and other factors.~~

Consummation of the Plan is subject to a number of conditions precedent, including the execution and delivery by third parties, in final and definitive form, of material agreements and instruments required to effectuate the Plan. Such agreements include an exit facility credit agreement and related documents between the Company and the provider of its exit financing, an intercreditor agreement between the provider of the Company’s exit financing and the holders of the Company’s debt securities to be issued under the Plan, and an indenture agreement between the Company and an institutional indenture trustee under which such debt securities will be issued. Other factors that could impede or delay the Company’s exit from bankruptcy include appointment of a trustee to replace the Company as debtor-in-possession, conversion of the cases to chapter 7 cases, appeals of the Bankruptcy Court’s order approving confirmation

of the Plan, or other legal challenges to the Plan. If the Company is unable to exit from its chapter 11 cases on a timely basis, the Company will be exposed to the continuing costs of chapter 11, and its planned restructuring will be subject to delays.SEC.

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

~~None.~~

~~Item 3. Defaults Upon Senior Securities~~

~~Information required by this Item 3 has been previously disclosed in the Company's Current Report on Form 8-K filed on June 19, 2017.~~

Item 6. Exhibits

Exhibits required to be filed as part of this Report on Form 10-Q are listed in the Exhibit Index, which is incorporated by reference herein.

Exhibit Index

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



Exhibit No.		Description
31.1		CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2		CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1		CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

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:	~~August 9, 2017~~May 14, 2018	By:	/s/ ~~Patrick R. Anderson~~Edward M. Quinn
			~~Patrick R. Anderson, Executive~~Edward M. Quinn, Vice President, Controller and Chief ~~Financial~~Accounting Officer ~~& Treasurer~~
			(Principal ~~Financial Officer & Principal~~ Accounting Officer)
			~~(Mr. Anderson has been authorized to sign on behalf of the Registrant.)~~

~~Exhibit Index~~

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



~~Exhibit No.~~		~~Description~~
~~2.1~~		Debtors' Amended Prepackaged Joint Chapter 11 Plan of Reorganization dated July 25, 2017. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on August 3, 2017. Commission File No. 1-05415
~~2.2~~		Debtors' Amended Prepackaged Joint Chapter 11 Plan or Reorganization, dated July 25, 2017. Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on August 3, 2017. Commission File No. 1-05415
~~3.1~~		Amended and Restated Bylaws of A.M. Castle & Co., as adopted on November 3, 2016. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K/A filed with the SEC on February 3, 2017. Commission File No. 1-05415
~~3.2~~		Amended and Restated Bylaws of A.M. Castle & Co., as adopted on April 6, 2017. Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2017. Commission File No. 1-05415
10.1*		~~Amended and Restated Employment Agreement dated May 15, 2017, between A.M. Castle & Co. and Steven W. Scheinkman~~
10.2*		~~Amended and Restated Employment Agreement dated May 15, 2017, between A.M. Castle & Co. and Marec E. Edgar~~
10.3*		~~Amended and Restated Employment Agreement dated May 15, 2017, between A.M. Castle & Co. and Patrick R. Anderson~~
10.4*		~~Amended and Restated Employment Agreement dated May 15, 2017, between A.M. Castle & Co. and Ronald E. Knopp~~
~~10.5~~		Restructuring Support Agreement, dated April 6, 2017, by and among the Company, certain of its subsidiaries, and certain beneficial holders or other parties signatory thereto. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2017. Commission File No. 1-05415
~~10.6~~		Second Amendment to Credit and Guaranty Agreement, dated as of April 6, 2017, by and among the Company, certain of its subsidiaries, the Lenders party thereto, and Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent. Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 7, 2017. Commission File No. 1-05415
~~10.7~~		Third Amendment to Credit and Guaranty Agreement, dated as of May 4, 2017, by and among the Company, certain of its subsidiaries, the Lenders party thereto, and Cantor Fitzgerald Securities, as Administrative Agent and Collateral Agent. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 4, 2017. Commission File No. 1-05415
~~10.8~~		Second Amendment to the Restructuring Support Agreement, dated June 8, 2017, by and among the Company, certain of its subsidiaries, and certain beneficial holders or other parties signatory thereto. Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on June 9, 2017. Commission File No. 1-05415
~~10.9~~		Commitment Agreement, dated as of June 16, 2017, by and among A.M. Castle & Co., Total Plastics, Inc., Hy-Alloy Steels Company, Keystone Tube Company, LLC, Keystone Service, Inc., and the Commitment Parties thereto. Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on June 9, 2017. Commission File No. 1-05415
~~10.10~~		Debtor-in-Possession Revolving Credit and Security Agreement, dated as of July 10, 2017, by and among A.M. Castle & Co., Total Plastics, Inc., HY-Alloy Steels Company, Keystone Tube Company, LLC, and Keystone Service, Inc., as Borrowers, PNC Bank, National Association, as Lender and as Administrative and Collateral Agent, and such other Lenders which may be party thereto, and the Commitment Parties thereto. Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on July 19, 2017. Commission File No. 1-05415
~~31.1~~		~~CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002~~
~~31.2~~		~~CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002~~
~~32.1~~		~~CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley Act of 2002~~
~~101.INS~~		~~XBRL Instance Document~~
~~101.SCH~~		~~XBRL Taxonomy Extension Schema Document~~
~~101.CAL~~		~~XBRL Taxonomy Calculation Linkbase Document~~



~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~
~~101.LAB~~		~~XBRL Taxonomy Label Linkbase Document~~
~~101.PRE~~		~~XBRL Taxonomy Presentation Linkbase Document~~

*		~~This agreement is considered a compensatory plan or arrangement.~~



		Page
Part I. Financial Information
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	76
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	3520
Item 4.	Controls and Procedures	3527

Part II. Other Information
Item 1.	Legal Proceedings	3628
Item 1A.	Risk Factors	36
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	37
~~Item 3.~~	~~Defaults Upon Senior Securities~~	3728
Item 6.	Exhibits	37

~~Signature~~		3828

Exhibit Index		3929

Signature		30



	June 30, 2017
Debt:
12.75% Senior Secured Notes due December 15, 2018	$	177,019
5.25% Convertible Notes due December 30, 2019	22,323
Total debt	199,342
Accrued interest payable	12,021
Liabilities subject to compromise	$	211,363



	Three Months and Six Months Ended June 30, 2017
Legal and other professional fees	$	652
Write-off of unamortized debt issuance costs, discounts and embedded conversion option	4,850
Reorganization items, net	$	5,502



	Six Months Ended June 30, 2016
Net sales	$	29,680
Cost of materials	21,027
Operating costs and expenses	7,288
Interest expense^(a)	333
Income from discontinued operations before income taxes	$	1,032
Income tax expense benefit ^(b)	(3,908		)
Gain on sale of discontinued operations, net of income taxes	2,994
Income from discontinued operations, net of income taxes	$	7,934



	Three Months Ended June 30, 2016			Six Months Ended June 30, 2016
Net sales	$	29,752		$	61,270
Cost of materials	25,155			51,756
(Loss) income before taxes	(65		)	501
Net income	368			990



	June 30, 2017				December 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	67,348	$	66,307	$	67,317	$	63,216



	Derivative liability for embedded conversion feature
Fair value as of December 31, 2016	$	403
Mark-to-market adjustment on conversion feature^(a)	146
Adjustment to write-off conversion feature to reorganization items, net	(549		)
Fair value as of June 30, 2017	$	—



			Period Activity
	Balance January 1, 2017		Charges (gains)		Cash receipts (payments)			Non-cash activity		Balance June 30, 2017
Employee termination and related benefits ^(a)	$	3,627	$	45	$	(163	)	$	—	$	3,509
Lease termination costs^(b)	823		—		(464		)	—		359
Moving costs associated with plant consolidations	—		93		(93		)	—		—
Professional fees	—		30		(30		)	—		—
Disposal of fixed assets	—		—		—			—		—
Total	$	4,450	$	168	$	(750	)	$	—	$	3,868



Debtors' Balance Sheet
	As of
	June 30, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	4,566
Accounts receivable, less allowance for doubtful accounts	41,519
Inventories	96,213
Other current assets	9,917
Total current assets	152,215
Investments in and advances to non-filing entities	105,288
Intangible assets, net	1,012
Other noncurrent assets	18,671
Property, plant and equipment, net	38,371
Total assets	$	315,557
LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable	$	27,997
Other current liabilities	12,674
Current portion of long-term debt	105,859
Total current liabilities	146,530
Long-term debt, less current portion	—
Other noncurrent liabilities	29,578
Liabilities subject to compromise	211,363
Total deficit	(71,914		)
Total liabilities and deficit	$	315,557



Debtors' Statement of Operations
	Six Months Ended June 30, 2017
Net sales	$	167,545
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization)	118,974
Warehouse, processing and delivery expense	28,680
Sales, general and administrative expense	24,897
Restructuring expense	90
Depreciation and amortization expense	6,850
Total costs and expenses	179,491
Operating loss	(11,946		)
Interest expense, net	19,899
Financial restructuring expense	6,600
Unrealized loss on embedded debt conversion option	146
Other (income) expense, net	—
Reorganization items, net	5,502
Loss before income taxes	(44,093		)
Income tax benefit	—
Net loss attributable to debtor entities	(44,093		)
Equity in earnings of non-filing entities, net of taxes	8,060
Net loss	$	(36,033	)
Comprehensive loss	$	(37,290	)



Debtors' Statement of Cash Flows
	Six Months Ended June 30, 2017
Net cash used in operating activities	$	(29,641	)
Investing activities:
Capital expenditures	(1,933		)
Change in cash collateralization of letters of credit	246
Net cash from (used in) investing activities	(1,687		)
Financing activities:
Proceeds from long-term debt	12,500
Repayments of long-term debt	(114		)
Other financing activities	(1,831		)
Net cash from (used in) financing activities	10,555
Net change in cash and cash equivalents	(20,773		)
Cash and cash equivalents - beginning of period	25,339
Cash and cash equivalents - end of period	$	4,566