TMS International Corp. - FORM 8-K - EX-99.1 - REPORT TO HOLDERS OF TUBE CITY IMS CORPORATION

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8-K - FORM 8-K - TMS International Corp.	d253289d8k.htm

Exhibit 99.1

LOGO

November 8, 2011

To Holders of Tube City IMS Corporation’s

9 ³/4 % Senior Subordinated Notes due 2015

As required by Section 4.02(1) of the Indenture for the Tube City IMS Corporation 9 ³/4 % Senior Subordinated Notes due 2015, we are supplying the following information:

1)	The Form 10-Q of TMS International Corp., our parent company, for the period ending September 30, 2011; and

2)	Reconciling financial statements providing details of the balances and adjustments necessary to reconcile from the TMS International Corp. results to the results of Tube City IMS Corporation.

The reconciling financial statements include explanatory notes which discuss the relationship between the entities and the adjustments involved.

TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION

RECONCILING STATEMENTS OF OPERATIONS

(In thousands of dollars, except share and per share data)


	Third quarter ended September 30, 2011
	TMS International Corp.			TMS Stand alone Balances & Adjustments		Tube City IMS Corporation
	(unaudited)			(unaudited)		(unaudited)
Revenue:
Revenue from sale of materials	$	588,218		$	—	$	588,218
Service revenue		120,996			—		120,996


Total revenue		709,214			—		709,214

Costs and expenses:
Cost of raw materials shipments		569,911			—		569,911
Site operating costs		90,963			—		90,963
Selling, general and administrative expenses		14,011			—		14,011
Share based compensation associated with initial public offering		—			—		—
Provision for transition agreement		745			—		745
Depreciation		11,856			—		11,856
Amortization		3,068			—		3,068

Total costs and expenses		690,554			—		690,554

Income from operations		18,660			—		18,660
Interest expense, net		(7,792	)		—		(7,792	)


Income before income taxes		10,868			—		10,868

Income tax expense		(4,497	)		7		(4,490	)


Net income		6,371			7		6,378

Net loss attributable to noncontrolling interest		134			—		134
Accretion of Preferred Stock Dividends		—			—		—


Income applicable to common shares	$	6,505		$	7	$	6,512


Net Income per common share:
Basic	$	0.17				$	7.13
Diluted	$	0.17				$	7.13

Average common shares outstanding:
Basic		39,255,973					913,260
Diluted		39,255,973					913,260

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

TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION

RECONCILING STATEMENTS OF OPERATIONS

(In thousands of dollars, except share and per share data)


	Third quarter ended September 30, 2010
	TMS International Corp.			TMS Stand alone Balances & Adjustments			Tube City IMS Corporation
	(unaudited)			(unaudited)			(unaudited)
Revenue:
Revenue from sale of materials	$	376,096		$	—		$	376,096
Service revenue		101,888			—			101,888


Total revenue		477,984			—			477,984

Costs and expenses:
Cost of raw materials shipments		361,422			—			361,422
Site operating costs		73,472			—			73,472
Selling, general and administrative expenses		12,935			—			12,935
Share based compensation associated with initial public offering		—			—			—
Provision for transition agreement		—			—			—
Depreciation		12,059			—			12,059
Amortization		3,044			—			3,044

Total costs and expenses		462,932			—			462,932

Income from operations		15,052			—			15,052
Interest expense, net		(9,523	)		1,653			(7,870	)


Income before income taxes		5,529			1,653			7,182

Income tax expense		(3,483	)		(745	)		(4,228	)


Net income		2,046			908			2,954

Net loss attributable to noncontrolling interest		—			—			—
Accretion of Preferred Stock Dividends		(5,807	)		5,807			—


Net (Loss) income applicable to common shares	$	(3,761	)	$	6,715		$	2,954


Net (Loss) income per common share:
Basic	$	(0.76	)				$	3.23
Diluted	$	(0.76	)				$	3.23

Average common shares outstanding:
Basic		4,943,992						913,260
Diluted		4,943,992						913,260

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

TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION

RECONCILING STATEMENTS OF OPERATIONS

(In thousands of dollars, except share and per share data)


	Nine months ended September 30, 2011
	TMS International Corp.			TMS Stand alone Balances & Adjustments			Tube City IMS Corporation
	(unaudited)			(unaudited)			(unaudited)
Revenue:
Revenue from sale of materials	$	1,691,391		$	—		$	1,691,391
Service revenue		352,534			—			352,534


Total revenue		2,043,925			—			2,043,925

Costs and expenses:
Cost of raw materials shipments		1,632,369			—			1,632,369
Site operating costs		265,160			—			265,160
Selling, general and administrative expenses		44,012			(1	)		44,011
Share based compensation associated with initial public offering		1,304			—			1,304
Provision for transition agreement		745			—			745
Depreciation		35,424			—			35,424
Amortization		9,202			—			9,202

Total costs and expenses		1,988,216			(1	)		1,988,215

Income from operations		55,709			1			55,710
Interest expense, net		(24,376	)		1,026			(23,350	)


Income before income taxes		31,333			1,027			32,360

Income tax expense		(13,044	)		(383	)		(13,427	)


Net income		18,289			644			18,933

Net loss attributable to noncontrolling interest		194			—			—
Accretion of Preferred Stock Dividends		(7,156	)		7,156			—


Income applicable to common shares	$	11,327		$	7,800		$	18,933


Net Income per common share:
Basic	$	0.43					$	20.73
Diluted	$	0.43					$	20.73

Average common shares outstanding:
Basic		26,290,157						913,260
Diluted		26,295,801						913,260

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

TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION

RECONCILING STATEMENTS OF OPERATIONS

(In thousands of dollars, except share and per share data)


	Nine months ended September 30, 2010
	TMS International Corp.			TMS Stand alone Balances & Adjustments			Tube City IMS Corporation
	(unaudited)			(unaudited)			(unaudited)
Revenue:
Revenue from sale of materials	$	1,278,561		$	—		$	1,278,561
Service revenue		297,943			—			297,943


Total revenue		1,576,504			—			1,576,504

Costs and expenses:
Cost of raw materials shipments		1,230,206			—			1,230,206
Site operating costs		215,512			—			215,512
Selling, general and administrative expenses		40,059			(2	)		40,057
Share based compensation associated with initial public offering		—			—			—
Provision for transition agreement		—			—			—
Depreciation		37,281			—			37,281
Amortization		9,133			—			9,133

Total costs and expenses		1,532,191			(2	)		1,532,189

Income from operations		44,313			2			44,315
Interest expense, net		(30,848	)		5,603			(25,245	)


Income before income taxes		13,465			5,605			19,070

Income tax expense		(8,843	)		(1,863	)		(10,706	)


Net income		4,622			3,742			8,364

Net loss attributable to noncontrolling interest		—			—			—
Accretion of Preferred Stock Dividends		(16,897	)		16,897			—


Net (Loss) income applicable to common shares	$	(12,275	)	$	20,639		$	8,364


Net (Loss) income per common share:
Basic	$	(2.48	)				$	9.16
Diluted	$	(2.48	)				$	9.16

Average common shares outstanding:
Basic		4,944,261						913,260
Diluted		4,944,261						913,260

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

TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION

RECONCILING BALANCE SHEETS

(In thousands of dollars, except share and per share data)


	September 30, 2011
	TMS International Corp.			TMS Stand alone Balances & Adjustments			Tube City IMS Corporation
	(unaudited)			(unaudited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	98,828		$	(65,307	)	$	33,521
Accounts receivable, net of allowance for doubtful accounts of $2,330		325,826			—			325,826
Inventories		62,338			—			62,338
Prepaid and other current assets		22,081			—			22,081
Deferred tax asset		6,335			—			6,335

Total current assets		515,408			(65,307	)		450,101

Property, plant and equipment, net		146,841			—			146,841
Deferred financing costs, net of accumulated amortization of $11,130		6,534			—			6,534
Goodwill		242,472			—			242,472
Other intangibles, net of accumulated amortization of $56,374		156,585			—			156,585
Other noncurrent assets		3,233			2			3,235


Total assets	$	1,071,073		$	(65,305	)	$	1,005,768


Liabilities, Redeemable Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	245,619		$	—		$	245,619
Accounts payable overdraft		47,430			—			47,430
Salaries, wages and related benefits		25,595			—			25,595
Accrued expenses		20,019			(81	)		19,938
Revolving bank borrowings		3,511			—			3,511
Current portion of long-term debt		3,141			—			3,141

Total current liabilities		345,315			(81	)		345,234

Long-term debt		380,005			—			380,005
Indebtedness to related parties		—			—			—
Deferred tax liability		52,808			76			52,884
Other noncurrent liabilities		18,501			5,616			24,117

Total liabilities		796,629			5,611			802,240

Redeemable preferred stock:
TMS International Corp. redeemable, convertible preferred stock, 50,000 shares authorized with 22,000 shares designated as Classs A; $0.001 par value per share; 0 shares issued and outstanding		—			—			—
Stockholders’ equity:
Tube City IMS Corporation Common stock, 913,260 shares issued and outstanding ; par value $.001 per share; 2,500,000 shares authorized		—			1			1
TMS International Corp. Class A common stock; 200,000,000 shares authorized, $0.001 par value per share; 12,880,000 shares issued and outstanding		13			(13	)		—
TMS International Corp. Class B common stock; 30,000,000 shares authorized, $0.001 par value per share; 26,375,973 shares issued and outstanding		26			(26	)		—
Capital in excess of par value		434,519			(166,381	)		268,138
Accumulated deficit		(154,381	)		95,503			(58,878	)
Accumulated other comprehensive income		(6,718	)		—			(6,718	)

Total TMS International Corp./Tube City IMS Corp. stockholders’ equity		273,459			(70,916	)		202,543
Noncontrolling interest		985			—			985

Total stockholders’ equity		274,444			(70,916	)		203,528

Total liabilities, redeemable preferred stock and stockholders’ equity	$	1,071,073		$	(65,305	)	$	1,005,768

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

TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION

RECONCILING BALANCE SHEETS

(In thousands of dollars, except share and per share data)


	December 31, 2010
	TMS International Corp.			TMS Stand alone Balances & Adjustments			Tube City IMS Corporation
				(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	49,492		$	—		$	49,492
Accounts receivable, net of allowance for doubtful accounts of $2,125		207,147			—			207,147
Inventories		38,664			—			38,664
Prepaid and other current assets		19,562			—			19,562
Deferred tax asset		6,702			—			6,702

Total current assets		321,567			—			321,567

Property, plant and equipment, net		138,540			—			138,540
Deferred financing costs, net of accumulated amortization of $9,280		8,384			—			8,384
Goodwill		242,148			—			242,148
Other intangibles, net of accumulated amortization of $47,232		165,295			—			165,295
Other noncurrent assets		2,971			—			2,971


Total assets	$	878,905		$	—		$	878,905


Liabilities, Redeemable Preferred Stock and Stockholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	177,668		$	—		$	177,668
Accounts payable overdraft		25,802			—			25,802
Salaries, wages and related benefits		28,934			—			28,934
Accrued expenses		30,834			(809	)		30,025
Revolving bank borrowings		304			—			304
Current portion of long-term debt		3,185			—			3,185

Total current liabilities		266,727			(809	)		265,918

Long-term debt		380,997			—			380,997
Indebtedness to related parties		42,155			(42,155	)		—
Deferred tax liability		42,932			1,982			44,914
Other noncurrent liabilities		20,203			3,242			23,445

Total liabilities		753,014			(37,740	)		715,274

Redeemable preferred stock:
TMS International Corp. redeemable, convertible preferred stock, 50,000 shares authorized with 25,000 shares designated as Classs A; $0.001 par value per share; 21,883 shares issued and outstanding, liquidation preference of $296,844, accumulated and unpaid dividend of $80,203		296,844			(296,844	)		—
Stockholders’ (deficit) equity:
Tube City IMS Corporation Common stock, 913,260 shares issued and outstanding ; par value $.001 per share; 2,500,000 shares authorized		—			1			1
TMS International Corp. Class A common stock; 200,000,000 shares authorized, $0.001 par value per share; no shares issued and outstanding		—			—			—
TMS International Corp. Class B common stock; 30,000,000 shares authorized, $0.001 par value per share; 4,943,992 shares issued and outstanding		—			—			—
Capital in excess of par value		—			246,871			246,871
Accumulated deficit		(165,717	)		87,712			(78,005	)
Accumulated other comprehensive income		(5,502	)		—			(5,502	)

Total TMS International Corp./Tube City IMS Corp. stockholders’ (deficit) equity		(171,219	)		334,584			163,365
Noncontrolling interest		266			—			266

Total stockholders’ (deficit) equity		(170,953	)		334,584			163,631

Total liabilities, redeemable preferred stock and stockholders’ (deficit) equity	$	878,905		$	—		$	878,905

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

TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION

RECONCILING STATEMENTS OF CASH FLOWS

(In thousands of dollars)


	Nine months ended September 30, 2011
	TMS International Corp.			TMS Stand alone Balances & Adjustments			Tube City IMS Corporation
	(unaudited)			(unaudited)			(unaudited)
Cash flows from operating activities:
Net Income	$	18,289		$	644		$	18,933
Adjustments to reconcile Net Income to net cash (used in) operating activities:
Depreciation and Amortization		44,626			—			44,626
Amortization of deferred financing costs		1,850			—			1,850
Deferred income tax		11,789			383			12,172
Provision for bad debts		412			—			412
Loss (gain) on the disposal of equipment		44			—			44
Non-cash share-based compensation cost		1,909			—			1,909
Increase (decrease) from changes in:								—
Accounts receivable		(119,091	)		—			(119,091	)
Inventories		(23,674	)		—			(23,674	)
Prepaid and other current assets		2,182			—			2,182
Other noncurrent assets		295			—			295
Accounts payable and accounts payable overdraft		89,579			—			89,579
Accrued expenses		(11,030	)		(2,738	)		(13,768	)
Other noncurrent liabilities		(589	)		—			(589	)
Other, net		(2,529	)		84			(2,445	)

Net cash (used in) operating activities	$	14,062		$	(1,627	)	$	12,435

Cash flows from investing activities:
Capital expenditures		(51,703	)		—			(51,703	)
Proceeds from sale of equipment		520			—			520
Acquisition		(50	)		—			(50	)
Contingent payment for acquired business		(337	)		—			(337	)
Cash flows related to IU International, net		(284	)		—			(284	)

Net cash used in investing activities		(51,854	)		—			(51,854	)

Cash flows from financing activities:
Revolving credit facility borrowing (repayments), net		3,259			—			3,259
IPO proceeds/capital contribution		128,657			(105,835	)		22,822
Repayment of debt		(45,277	)		42,155			(3,122	)
Contributions from noncontrolling interests		979			—			979

Net cash used for financing activities		87,618			(63,680	)		23,938

Effect of exchange rate changes on cash & equivalents		(490	)		—			(490	)

Cash and cash equivalents:
Net increase in cash		49,336			(65,307	)		(15,971	)
Cash at beginning of period		49,492			—			49,492

Cash at end of period	$	98,828		$	(65,307	)	$	33,521

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

TMS INTERNATIONAL CORP. – TUBE CITY IMS CORPORATION

RECONCILING STATEMENTS OF CASH FLOWS

(In thousands of dollars)


	Nine months ended September 30, 2010
	TMS International Corp.			TMS Stand alone Balances & Adjustments			Tube City IMS Corporation
	(unaudited)			(unaudited)			(unaudited)
Cash flows from operating activities:
Net Income	$	4,622		$	3,742		$	8,364
Adjustments to reconcile Net Income to net cash provided by operating activities:
Depreciation and Amortization		46,414			—			46,414
Amortization of deferred financing costs		1,851			—			1,851
Deferred income tax		5,007			(1,318	)		3,689
Provision for bad debts		91			—			91
Loss (gain) on the disposal of equipment		(752	)		—			(752	)
Non-cash share-based compensation cost		22			—			22
Increase (decrease) from changes in:								—
Accounts receivable		(58,804	)		—			(58,804	)
Inventories		(1,743	)		—			(1,743	)
Prepaid and other current assets		(4,152	)		—			(4,152	)
Other noncurrent assets		34			—			34
Accounts payable and accounts payable overdraft		36,918			—			36,918
Accrued expenses		7,253			(2,758	)		4,495
Other non current liabilities		147			3,280			3,427
Other, net		(167	)					(167	)

Net cash provided by in operating activities	$	36,741		$	2,946		$	39,687

Cash flows from investing activities:
Capital expenditures		(30,537	)		—			(30,537	)
Proceeds from sale of equipment		1,247			—			1,247
Acquisition		(495	)		—			(495	)
Amount returned from escrow related to prior acquisition		1,712			—			1,712
Contingent payment for acquired business		(339	)		—			(339	)
Cash flows related to IU International, net		(302	)		—			(302	)

Net cash used in investing activities		(28,714	)		—			(28,714	)

Cash flows from financing activities:
Revolving credit facility borrowing (repayments), net		(3,766	)		—			(3,766	)
Repayment of debt		(23,993	)		20,424			(3,569	)
Contributions from noncontrolling interest		266						266

Net cash (used for) provided by financing activities		(27,493	)		20,424			(7,069	)

Effect of exchange rate changes on cash & equivalents		84			—			84

Cash and cash equivalents:
Net increase (decrease) in cash		(19,382	)		23,370			3,988
Cash at beginning of period		29,814			(23,370	)		6,444

Cash at end of period	$	10,432		$	—		$	10,432

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

Notes to Reconciling Financial Statements.

Note 1—Basis of Presentation

The reconciling financial statements have been prepared for the purpose of reconciling the balances and activities of TMS International Corp. with those of Tube City IMS Corporation, an indirect wholly owned subsidiary thereof. The statements should be read in conjunction with the Quarterly Report on Form 10-Q of TMS International Corp. for the period ended September 30, 2011. These statements are not prepared in accordance with generally accepted accounting principles and are furnished solely for the purpose of reconciling the financial statements of TMS International Corp. to the financial statements of Tube City IMS Corporation as of and for the quarter and nine months ending September 30, 2011. Operating results for the quarter and nine months ending September 30, 2011 and 2010 are not necessarily indicative of the results that may be expected for future periods.

On April 19, 2011, TMS International Corp. completed an initial public offering of its class A common stock. In connection with this offering, TMS International Corp. amended and restated its certificate of incorporation to create two classes of common stock; class A common stock and class B common stock. TMS International Corp. also effectuated a 207.4307-for-one stock split on April 13, 2011 for its class B common shares, the effect of which has been applied retroactively in these consolidated financial statements.

The chart below provides details of the organizational structure of TMS International Corp. and its subsidiaries immediately after giving effect to the offering (including the underwriters’ overallotment option):

LOGO

Onex Corporation and its affiliates beneficially own approximately 84.8% of the aggregate voting power of our outstanding common stock.

A portion of the net offering proceeds to TMS International Corp. was used to pay off all amounts outstanding under the series 2008 promissory notes, which were an obligation of TMS International Corp., and $13.8 million was contributed as equity to Tube City IMS Corporation. The remaining proceeds were used or remain at TMS International Corp. for general corporate purposes.

Note 2—Reconciling Balances and Adjustments

Series 2008 Promissory Notes

Prior to their repayment in connection with the initial public offering, the series 2008 promissory notes were an unsecured obligation of TMS International Corp. that were subordinated in right to payment to all existing and future senior indebtedness. The holders of the series 2008 promissory notes were also owners, or affiliates of owners of TMS International Corp.’s common stock. The series 2008 promissory notes are therefore reported as indebtedness to related parties. The series 2008 promissory notes were an obligation only of TMS International Corp. and were not an obligation of Tube City IMS Corporation.

TMS International Corp. Series A Preferred Stock

TMS International Corp. was initially capitalized via the sale of units which consisted of one share of common stock and one share of series A preferred stock with an initial liquidation value of $9,900 per share. The series A preferred stock carried an accumulating divided of 8%. The funds generated in the initial capitalization of TMS International Corp. were used to acquire the common stock of Tube City IMS Corporation. Tube City IMS Corporation has only common stock and no preferred stock.

In reconciling from TMS International Corp. to Tube City IMS Corporation, the effects of the preferred stock, including the accretion of accumulated and unpaid dividends thereon, are reversed.

All shares of the TMS International Corp. series A preferred stock were converted into shares of TMS International Corp. class B common stock in connection with the initial public offering.

Related Tax Effects

The remaining reconciling adjustments relate to the tax effects of the different entities. The adjustments include recording a $5.6 million liability on the financial statements of Tube City IMS Corporation at September 30, 2011 based on the use of certain tax benefits of TMS International Corp pursuant to a tax sharing arrangement.

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