UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Date of Report (Date of earliest event reported)
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March 13, 2006 |
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A. M. Castle & Co.
(Exact name of registrant as specified in its charter)
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| Maryland
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1-5415
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36-0879160 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 3400 N. Wolf Road, Franklin Park, Illinois
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60131 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number including area code
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847/455-7111 |
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(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR
240.13 e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On March 13, 2006 A.M. Castle & Co. (the “Company”) issued a press release announcing the Company’s
operational results for the year ended December 31, 2005 and filed the press release with the
Securities and Exchange Commission on a Current Report
on Form 8-K. On March 31, 2006, the Company issued a revised press release to report a change
from the unaudited figures included in the Company’s March 13, 2006 release. A LIFO (last-in,
first-out) inventory valuation adjustment resulted in a non-cash $4.0 million after-tax charge as
compared to the results announced on March 13, 2006.
As part of the press release there is a bridge of the non-GAAP financial measurement of EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization) to reported net income. It is
shown below the disclosure of the GAAP figures for Operating income, Net income and Diluted
earnings per share. This reconciliation of EBITDA to Net income is for the three months ended
December 31, 2005 and December 31, 2004 and the year-end (12 months) ended December 31, 2005 and
December 31, 2004.
The Company believes, however, that EBITDA is an important term and concept because of its use by
the professional investment community, including the Company’s primary lenders. The Company
believes the use of EBITDA is necessary to a proper understanding of the changes in the Company’s
earnings.
This amendment is being furnished to include the revised press release updating the items
referenced above. A copy of the revised press release is being attached as Exhibit 99.1 to this
Current Report on Form 8-K/A.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Description |
99.1
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Revised Press Release dated March 31, 2006. |