##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For Quarterly Period Ended March 31, 2009 or,
 o
    
    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.
  Maryland
    
    36-0879160(State or Other Jurisdiction of 
incorporation of organization)
    
    (I.R.S. Employer Identification No.)
 3400 North Wolf Road, Franklin Park, Illinois
    
    60131(Address of Principal Executive Offices)
    
    (Zip Code)
 847/455-7111
 
  þ o
 o o
 Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o
 o þ
  Class
    
    Outstanding at April 24, 2009Common Stock, $0.01 Par Value
    
    22,917,030 shares




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##### 



PagePart I. Financial InformationItem 1.
    
    Condensed Consolidated Financial Statements (unaudited):Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-17Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    17-22Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
    
    
    22Item 4.
    
    Controls and Procedures
    
    
    22-23Part II. Other InformationItem 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 6.
    
    Exhibits
    
    
    24EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



Item 1. Condensed Consolidated Financial Statements (unaudited)
 
 CONDENSED CONSOLIDATED BALANCE SHEETS  (Dollars in thousands, except share and par value data)
Unaudited
 As ofMarch 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    19,873
    
    
    $
    15,277Accounts receivable, less allowances of $3,381 at March 31, 2009
and $3,318 at December 31, 2008
    
    
    140,512
    
    
    
    159,613Inventories, principally on last-in, first-out basis (replacement cost higher by $110,966
at March 31, 2009 and $133,748 at December 31, 2008)
    
    
    232,333
    
    
    
    240,673Other current assets
    
    
    7,479
    
    
    
    7,616Deferred income taxes
    
    
    7,873
    
    
    
    5,244Total current assets
    
    
    408,070
    
    
    
    428,423Investment in joint venture
    
    
    22,833
    
    
    
    23,340Goodwill
    
    
    51,303
    
    
    
    51,321Intangible assets
    
    
    53,805
    
    
    
    55,742Prepaid pension cost
    
    
    26,901
    
    
    
    26,615Other assets
    
    
    5,473
    
    
    
    5,303Property, plant and equipment, at costLand
    
    
    5,182
    
    
    
    5,184Building
    
    
    50,042
    
    
    
    50,069Machinery and equipment (includes construction in progress)
    
    
    175,976
    
    
    
    172,500231,200
    
    
    
    227,753Less  accumulated depreciation
    
    
    (142,725
    )
    
    
    (139,463
    )88,475
    
    
    
    88,290Total assets
    
    $
    656,860
    
    
    $
    679,034LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    106,064
    
    
    $
    126,490Accrued liabilities
    
    
    27,060
    
    
    
    27,929Income taxes payable
    
    
    3,904
    
    
    
    6,451Current portion of long-term debt
    
    
    10,828
    
    
    
    10,838Short-term debt
    
    
    35,534
    
    
    
    31,197Total current liabilities
    
    
    183,390
    
    
    
    202,905Long-term debt, less current portion
    
    
    73,671
    
    
    
    75,018Deferred income taxes
    
    
    38,046
    
    
    
    38,743Other non-current liabilities
    
    
    13,588
    
    
    
    15,068Commitments and contingenciesStockholders equityCommon
stock, $0.01 par value  30,000,000 shares authorized;23,056,007 shares issued and 22,857,580 outstanding at March 31, 2009 and
22,850,106 shares issued and 22,653,481 outstanding at December 31, 2008
    
    
    230
    
    
    
    228Additional paid-in capital
    
    
    177,168
    
    
    
    176,653Retained earnings
    
    
    183,770
    
    
    
    184,651Accumulated other comprehensive loss
    
    
    (10,199
    )
    
    
    (11,462
    )Treasury
stock, at cost  198,427 shares at March 31, 2009
and 196,625 shares at December 31, 2008
    
    
    (2,804
    )
    
    
    (2,770
    )Total stockholders equity
    
    
    348,165
    
    
    
    347,300Total liabilities and stockholders equity
    
    $
    656,860
    
    
    $
    679,034
 The accompanying notes are an integral part of these statements.
 3




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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (Dollars in thousands, except per share data)
Unaudited
 For the ThreeMonths EndedMarch 31,2009
    
    
    2008Net sales
    
    $
    252,244
    
    
    $
    393,479Costs and expenses:Cost of materials (exclusive of depreciation and amortization)
    
    
    182,180
    
    
    
    291,344Warehouse, processing and delivery expense
    
    
    30,926
    
    
    
    38,525Sales, general, and administrative expense
    
    
    31,960
    
    
    
    35,482Depreciation and amortization expense
    
    
    5,416
    
    
    
    5,811Operating income
    
    
    1,762
    
    
    
    22,317Interest expense, net
    
    
    (1,705
    )
    
    
    (2,046
    )Income before income taxes and equity in (losses) earnings of
joint venture
    
    
    57
    
    
    
    20,271Income tax benefit (provision)
    
    
    445
    
    
    
    (8,350
    )Income before equity in (losses) earnings of joint venture
    
    
    502
    
    
    
    11,921Equity in (losses) earnings of joint venture
    
    
    (22
    )
    
    
    1,893Net income
    
    $
    480
    
    
    $
    13,814Basic earnings per share
    
    $
    0.02
    
    
    $
    0.62Diluted earnings per share
    
    $
    0.02
    
    
    $
    0.62Dividends paid per common share
    
    $
    
    
    
    $
    0.06
 The accompanying notes are an integral part of these statements.
 4




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A.M. CASTLE & CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (Dollars in thousands)
Unaudited
 For the ThreeMonths EndedMarch 31,2009
    
    
    2008Operating activities:Net income
    
    $
    480
    
    
    $
    13,814Adjustments to reconcile net income to net cash from operating
activities:Depreciation and amortization
    
    
    5,416
    
    
    
    5,811Amortization of deferred gain
    
    
    (227
    )
    
    
    (223
    )(Gain) loss on sale of fixed assets
    
    
    (6
    )
    
    
    11Equity in loss (earnings) of joint venture
    
    
    22
    
    
    
    (1,893
    )Dividends from joint venture
    
    
    485
    
    
    
    503Deferred tax provision (benefit)
    
    
    (3,363
    )
    
    
    745Share-based compensation expense
    
    
    470
    
    
    
    831Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    (2,665
    )Increase (decrease) from changes, net of acquisitions, in:Accounts receivable
    
    
    19,123
    
    
    
    (44,092
    )Inventories
    
    
    9,149
    
    
    
    (2,255
    )Other current assets
    
    
    (65
    )
    
    
    (997
    )Other assets
    
    
    (169
    )
    
    
    (110
    )Prepaid pension costs
    
    
    (188
    )
    
    
    (518
    )Accounts payable
    
    
    (19,944
    )
    
    
    35,627Accrued liabilities
    
    
    (3,194
    )
    
    
    (1,538
    )Income taxes payable
    
    
    (2,092
    )
    
    
    6,866Postretirement benefit obligations and other liabilities
    
    
    (1,222
    )
    
    
    (165
    )Net cash from operating activities
    
    
    4,675
    
    
    
    9,752Investing activities:Cash paid for acquisitions, net of cash acquired
    
    
    
    
    
    
    (26,876
    )Capital expenditures
    
    
    (3,825
    )
    
    
    (5,377
    )Proceeds from sale of fixed assets
    
    
    15
    
    
    
    29Insurance proceeds
    
    
    250Net cash used in investing activities
    
    
    (3,560
    )
    
    
    (32,224
    )Financing activities:Short-term borrowings (repayments), net
    
    
    4,421
    
    
    
    5,827Proceeds from issuance of long-term debt
    
    
    
    
    
    
    30,377Repayments of long-term debt
    
    
    (823
    )
    
    
    (67
    )Common stock dividends
    
    
    
    
    
    
    (1,326
    )Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    2,665Payment of withholding taxes from share-based incentive issuance
    
    
    
    
    
    
    (6,000
    )Net cash from financing activities
    
    
    3,598
    
    
    
    31,476Effect of exchange rate changes on cash and cash equivalents
    
    
    (117
    )
    
    
    (547
    )Net increase in cash and cash equivalents
    
    
    4,596
    
    
    
    8,457Cash and cash equivalents  beginning of year
    
    
    15,277
    
    
    
    22,970Cash and cash equivalents  end of period
    
    $
    19,873
    
    
    $
    31,427
 The accompanying notes are an integral part of these statements.
 5




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(Unaudited  Amounts in thousands except per share data)
 (1) Condensed Consolidated Financial Statements
   (2) New Accounting Standards
 Standards Adopted
  Note 4
 (3) Acquisitions
 Acquisition of Metals U.K. Group
  6




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Purchase Price AllocationCurrent assets
    
    $
    25,903Property, plant and equipment, net
    
    
    3,876Trade name
    
    
    516Customer relationships  contractual
    
    
    893Customer relationships  non-contractual
    
    
    2,421Non-compete agreements
    
    
    1,705Goodwill
    
    
    12,404Total assets
    
    
    47,718Current liabilities
    
    
    13,726Long-term liabilities
    
    
    4,299Total liabilities
    
    
    18,025Total purchase price
    
    $
    29,693
  Note 8,
 7




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(4) Earnings Per Share
 :
 For the Three Months EndedMarch 31,2009
    
    2008Numerator:Net income
    
    $
    480
    
    
    $
    13,814Denominator:Denominator for basic earnings per share:Weighted average common shares outstanding
    
    
    22,727
    
    
    
    22,195Effect of dilutive securities:Outstanding employee and directors common
stock options, restricted stock and share-based
awards
    
    
    342
    
    
    
    172Denominator for diluted earnings per share
    
    
    23,069
    
    
    
    22,367Basic earnings per share
    
    $
    0.02
    
    
    $
    0.62Diluted earnings per share
    
    $
    0.02
    
    
    $
    0.62Excluded outstanding common stock options
having an anti-dilutive effect
    
    
    150
    
    
    
    20
  8




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##### Table of Contents



(5) Debt
  March 31, 2009
    
    
    December 31, 2008SHORT-TERM DEBTU.S. Revolver A (a)
    
    $
    24,100
    
    
    $
    18,000Mexico
    
    
    
    
    
    
    1,700Other foreign
    
    
    1,500
    
    
    
    1,500Trade acceptances (b)
    
    
    9,934
    
    
    
    9,997Total short-term debt
    
    
    35,534
    
    
    
    31,197LONG-TERM DEBT6.76% insurance company loan due
in scheduled installments from
2007 through 2015
    
    
    56,816
    
    
    
    56,816U.S. Revolver B (a)
    
    
    22,786
    
    
    
    24,018Industrial development revenue
bonds at a 1.74% weighted
average rate, due in varying
amounts through 2009
    
    
    3,500
    
    
    
    3,500Other, primarily capital leases
    
    
    1,397
    
    
    
    1,522Total long-term debt
    
    
    84,499
    
    
    
    85,856Less current portion
    
    
    (10,828
    )
    
    
    (10,838
    )Total long-term portion
    
    
    73,671
    
    
    
    75,018TOTAL SHORT-TERM AND LONG-TERM DEBT
    
    $
    120,033
    
    
    $
    117,053
 
 (a)
    
    On January 2, 2008, the Company and its Canadian, U.K. and material domestic subsidiaries
entered into a First Amendment to its Amended and Restated Credit Agreement (the 2008 Senior
Credit Facility) dated as of September 5, 2006 with its lending syndicate. The 2008 Senior Credit
Facility provides a $230,000 five-year secured revolver. The facility consists of (i) a $170,000
revolving A loan (the U.S. Revolver A), (ii) a $50,000 multicurrency revolving B loan (the
U.S. Revolver B), and (iii) a Cdn. $9,800 revolving loan (corresponding to $10,000 in U.S.
dollars as of the amendment closing date). In addition, the maturity date of the 2008 Senior
Credit Facility was extended to January 2, 2013. The obligations of the U.K. subsidiary under the
U.S. Revolver B are guaranteed by the Company and its material domestic subsidiaries (the
Guarantee Subsidiaries) pursuant to a U.K. Guarantee Agreement entered into by the Company and
the Guarantee Subsidiaries on January 2, 2008. The U.S. Revolver A letter of credit sub-facility
was increased from $15,000 to $20,000.The Company has classified U.S. Revolver A as short-term based on its ability and intent to repay
amounts outstanding under this instrument within the next 12 months. U.S. Revolver B is classified
as long-term as the Companys cash projections indicate that amounts outstanding under this
instrument are not expected to be repaid within the next 12 months. As of March 31, 2009, the
Company had availability of $138,987 under its U.S. Revolver A and $27,214 under its U.S. Revolver
B. The Companys Canadian subsidiary had availability of approximately $10,000. The weighted
average interest rate for borrowings under the U.S. Revolver A and U.S. Revolver B as of March 31,
2009 was 1.89% and 2.60%, respectively.b)
    
    At March 31, 2009, the Company had $9,934 in outstanding trade acceptances with varying maturity
dates ranging up to 120 days. The weighted average interest rate was 3.10% for the first quarter
of 2009. 9




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(6) Segment Reporting
    Note 1
 10




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Net
    
    Operating Income
    
    Capital
    
    Depreciation &Sales
    
    (Loss)
    
    Expenditures
    
    Amortization2009Metals segment
    
    $
    231,082
    
    
    $
    4,015
    
    
    $
    3,734
    
    
    $
    5,085Plastics segment
    
    
    21,162
    
    
    
    (408
    )
    
    
    91
    
    
    
    331Other
    
    
    
    
    
    
    (1,845
    )
    
    
    
    
    
    
    Consolidated
    
    $
    252,244
    
    
    $
    1,762
    
    
    $
    3,825
    
    
    $
    5,4162008Metals segment
    
    $
    362,266
    
    
    $
    23,302
    
    
    $
    4,866
    
    
    $
    5,508Plastics segment
    
    
    31,213
    
    
    
    1,618
    
    
    
    511
    
    
    
    303Other
    
    
    
    
    
    
    (2,603
    )
    
    
    
    
    
    
    Consolidated
    
    $
    393,479
    
    
    $
    22,317
    
    
    $
    5,377
    
    
    $
    5,811
   March 31,
    
    December 31,2009
    
    2008Metals segment
    
    $
    585,159
    
    
    $
    602,897Plastics segment
    
    
    48,868
    
    
    
    52,797Other
    
    
    22,833
    
    
    
    23,340Consolidated
    
    $
    656,860
    
    
    $
    679,034
  (7) Goodwill and Intangible Assets
 Acquisition of Metals U.K.
 Note 3
  Metals
    
    PlasticsSegment
    
    Segment
    
    TotalBalance as of January 1, 2009
    
    $
    38,348
    
    
    $
    12,973
    
    
    $
    51,321Currency valuation
    
    
    (18
    )
    
    
    
    
    
    
    (18
    )Balance as of March 31, 2009
    
    $
    38,330
    
    
    $
    12,973
    
    
    $
    51,303
 Note 8,
 11




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st
  March 31, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Amount
    
    AmortizationCustomer relationships
    
    $
    69,240
    
    
    $
    16,364
    
    
    $
    69,292
    
    
    $
    14,729Non-compete agreements
    
    
    2,778
    
    
    
    1,849
    
    
    
    2,805
    
    
    
    1,626Trade name
    
    
    378
    
    
    
    378
    
    
    
    378
    
    
    
    378Total
    
    $
    72,396
    
    
    $
    18,591
    
    
    $
    72,475
    
    
    $
    16,733
   2009
    
    $
    7,3612010
    
    
    7,0152011
    
    
    6,5782012
    
    
    6,1352013
    
    
    6,135
 (8) Inventories
   12




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(9) Share-based Compensation
  Stock Options
  Restricted Stock
   Weighted-Average GrantRestricted Stock
    
    Shares
    
    Date Fair ValueNon-vested shares outstanding
at January 1, 2009
    
    
    68
    
    
    $
    26.23Granted
    
    
    214
    
    
    
    6.87Forfeited
    
    
    (10
    )
    
    
    20.49Vested
    
    
    (12
    )
    
    
    24.69Non-vested shares outstanding
at March 31, 2009
    
    
    260
    
    
    
    16.47Non-vested shares expected to
vest as of March 31, 2009
    
    
    224
  Deferred Compensation Plan
 13




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Long-Term Incentive Plans
  2005
Plan
  Estimated Number of
    
    Maximum Number ofGrant Date Fair
    
    Performance Shares to
    
    Performance Shares thatPlan Year
    
    Value
    
    be Issued
    
    could Potentially be Issued2007
    
    $
    25.45 - $34.33
    
    
    
    
    
    
    
    1802008
    
    $
    22.90 - $28.17
    
    
    
    
    
    
    
    3802009
    
    $
    5.66
    
    
    
    230
    
    
    
    723
 (10) Comprehensive Income
 :
 March 31,2009
    
    2008Net income
    
    $
    480
    
    
    $
    13,814Foreign currency translation gain (loss)
    
    
    1,204
    
    
    
    (1,112
    )Pension cost amortization, net of tax
    
    
    59
    
    
    
    1,107Total comprehensive income
    
    $
    1,743
    
    
    $
    13,809
 14




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March 31,
    
    December 31,2009
    
    2008Foreign currency translation losses
    
    $
    (4,589
    )
    
    $
    (5,793
    )Unrecognized pension and postretirement benefit costs,
net of tax
    
    
    (5,610
    )
    
    
    (5,669
    )Total accumulated other comprehensive loss
    
    $
    (10,199
    )
    
    $
    (11,462
    )
 (11) Pension and Postretirement Plans
    March 31,2009
    
    2008Service cost
    
    $
    197
    
    
    $
    529Interest cost
    
    
    1,934
    
    
    
    1,826Expected return on assets
    
    
    (2,253
    )
    
    
    (2,781
    )Amortization of prior service cost
    
    
    72
    
    
    
    26Amortization of actuarial loss
    
    
    34
    
    
    
    83Net periodic pension and postretirement benefit,
excluding impact of curtailment
    
    $
    (16
    )
    
    $
    (317
    )
  15




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(12) Commitments and Contingent Liabilities
   (13) Income Taxes
    (14) Subsequent Events
    16




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Amounts in millions except per share data
 Disclosure Regarding Forward-Looking Statements
 Information provided and statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended
(Exchange Act), and the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements only speak as of the date of this report and the Company assumes no obligation to update
the information included in this report. Such forward-looking statements include information
concerning our possible or assumed future results of operations, including descriptions of our
business strategy. These statements often include words such as believe, expect, anticipate,
intend, predict, plan, or similar expressions. These statements are not guarantees of
performance or results, and they involve risks, uncertainties, and assumptions. Although we
believe that these forward-looking statements are based on reasonable assumptions, there are many
factors that could affect our actual financial results or results of operations and could cause
actual results to differ materially from those in the forward-looking statements, including those
risk factors identified in Item 1A Risk Factors in the Companys Annual Report on Form 10-K for
the year ended December 31, 2008. All future written and oral forward-looking statements by us or
persons acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to above. Except for our ongoing obligations to disclose material
information as required by the federal securities laws, we do not have any obligations or intention
to release publicly any revisions to any forward-looking statements to reflect events or
circumstances in the future or to reflect the occurrence of unanticipated events.
 The following discussion should be read in conjunction with the Companys condensed consolidated
financial statements and related notes thereto in ITEM 1 Condensed Consolidated Financial
Statements (unaudited).
 Executive Overview
 Economic Trends and Current Business Conditions
     17




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YEAR
    
    Qtr 1
    
    Qtr 2
    
    Qtr 3
    
    Qtr 42007
    
    
    50.5
    
    
    
    53.0
    
    
    
    51.3
    
    
    
    49.62008
    
    
    49.2
    
    
    
    49.5
    
    
    
    47.8
    
    
    
    36.12009
    
    
    35.9
  Results of Operations: First Quarter 2009 Comparisons to First Quarter 2008
  Fav/(Unfav)2009
    
    2008
    
    $ Change
    
    % ChangeNet SalesMetals
    
    $
    231.1
    
    
    $
    362.3
    
    
    $
    (131.2
    )
    
    
    (36.2
    )%Plastics
    
    
    21.1
    
    
    
    31.2
    
    
    
    (10.1
    )
    
    
    (32.4
    )%Total Net Sales
    
    $
    252.2
    
    
    $
    393.5
    
    
    $
    (141.3
    )
    
    
    (35.9
    )%Cost of MaterialsMetals
    
    $
    167.8
    
    
    $
    270.3
    
    
    $
    102.5
    
    
    
    37.9
    %% of Metals Sales
    
    
    72.6
    %
    
    
    74.6
    %Plastics
    
    
    14.4
    
    
    
    21.1
    
    
    
    6.7
    
    
    
    31.8
    %% of Plastics Sales
    
    
    68.2
    %
    
    
    67.6
    %Total Cost of Materials
    
    $
    182.2
    
    
    $
    291.4
    
    
    $
    109.2
    
    
    
    37.5
    %% of Total Sales
    
    
    72.2
    %
    
    
    74.0
    %Operating Costs and ExpensesMetals
    
    $
    59.3
    
    
    $
    68.7
    
    
    $
    9.4
    
    
    
    13.7
    %Plastics
    
    
    7.1
    
    
    
    8.5
    
    
    
    1.4
    
    
    
    16.5
    %Other
    
    
    1.8
    
    
    
    2.6
    
    
    
    0.8
    
    
    
    30.8
    %Total Operating Costs & Expenses
    
    $
    68.2
    
    
    $
    79.8
    
    
    $
    11.6
    
    
    
    14.5
    %% of Total Sales
    
    
    27.0
    %
    
    
    20.3
    %Operating IncomeMetals
    
    $
    4.0
    
    
    $
    23.3
    
    
    $
    (19.3
    )
    
    
    (82.8
    )%% of Metals Sales
    
    
    1.7
    %
    
    
    6.4
    %Plastics
    
    
    (0.4
    )
    
    
    1.6
    
    
    
    (2.0
    )
    
    
    (125.0
    )%% of Plastics Sales
    
    
    (1.9
    )%
    
    
    5.2
    %Other
    
    
    (1.8
    )
    
    
    (2.6
    )
    
    
    0.8
    
    
    
    30.8
    %Total Operating Income
    
    $
    1.8
    
    
    $
    22.3
    
    
    $
    (20.5
    )
    
    
    (91.9
    )%% of Total Sales
    
    
    0.7
    %
    
    
    5.7
    %
 18




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##### Table of Contents



Other includes the costs of executive, legal and finance departments which are shared by both segments of the Company.
 Net Sales:
   Cost of Materials:
  Operating Expenses and Operating Income:
   
    
    $7.7 million of lower plant and transportation costs associated with lower sales
volumes and decreased payroll related costs from workforce reductions; and
    
    $3.9 million of lower sales, general and administrative costs due to lower ERP
implementation and payroll related costs associated with workforce reductions and
decreased incentive compensation.
  19




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##### Table of Contents



Other Income and Expense, Income Taxes and Net Income:
     Note 9
 Accounting Policies:
  
    
    SFAS No. 141R, Business Combinations; and
    
    FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities.
 Note 2
 Liquidity and Capital Resources
   20




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##### Table of Contents



Outstanding
    
    
    
    
    
    Weighted AverageDebt type
    
    Borrowings
    
    Availability
    
    Interest RateU.S. Revolver A
    
    $
    24.1
    
    
    $
    139.0
    
    
    
    1.89
    %U.S. Revolver B
    
    
    22.8
    
    
    
    27.2
    
    
    
    2.60
    %Canadian facility
    
    
    
    
    
    
    10.0
    
    
    
    Trade acceptances
    
    
    9.9
    
    
    
    n/a
    
    
    
    3.10
    %
  :
 2009
    
    $
    10.82010
    
    
    7.52011
    
    
    8.02012
    
    
    8.22013
    
    
    31.42014 and beyond
    
    
    18.6Total debt
    
    $
    84.5
    21




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosure about Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Internal Control  Integrated Framework,
 Changes in Internal Controls
  22




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##### Table of Contents



23




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##### Table of Contents



Part II. OTHER INFORMATION
 
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
 Directors of the company who are not employees may elect to defer receipt of up to
100% of his or her cash retainer and meeting fees. A director who defers board
compensation may select either an interest or a stock equivalent investment option
for amounts in the directors deferred compensation account. Disbursement of the
stock equivalent unit account may be in shares of Company common stock or in cash
as designated by the director. If payment from the stock equivalent unit account
is made in shares of the Companys common stock, the number of shares to be
distributed will equal the number of full stock equivalent units held in the
directors account. For the period covered by this report, receipt of
approximately 969 shares was deferred as payment for the board compensation. In
each case, the shares were acquired at prices ranging from $5.89 to $10.37 per
share, which represented the closing price of the Companys common stock on the
day as of which such fees would otherwise have been paid to the director.
Exemption from registration of the shares is claimed by the company under Section
4(2) of the Securities Act of 1933, as amended.
 
 Item 6.
    
    Exhibits
 Exhibit 31.1 CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act
of 2002Exhibit 31.2 CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act
of 2002Exhibit 32.1 CEO and CFO Certification Pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
 24




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##### Table of Contents



SIGNATURE
  A. M. Castle & Co.
(Registrant)Date: May 1, 2009
    By:
    /s/ Patrick R. AndersonPatrick R. AndersonVice President  Controller and Chief
Accounting Officer
(Mr. Anderson has been authorized to sign
on behalf of the Registrant.) Exhibit Index
    
    Page31.1 
    
    CEO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
    
    E-131.2 
    
    CFO Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
    
    E-232.1 
    
    CEO and CFO Certification Pursuant to Section 906 of the Sarbanes Oxley
Act of 2002
    
    E-3
 25