• About
  • CEO Letter
  • Acquisitions
  • Governance
  • Investor Relations
  • Press Articles
  • Brands
  • Contact
 
  • About
    • Overview
    • Executive Management
  • CEO Insights
    • 2015
    • 2014
    • Videos
  • Acquisitions
    • Overview
    • Net Operating Loss Carry Forwards
    • Partnering With Real Industry
  • Governance
    • Overview
    • Board of Directors
    • Governance documents
  • Investor Relations
    • Press Releases
    • Stock Information
    • Press Articles
    • Sec Filings
    • Interactive Data
    • Presentations
    • Investor Resources
      • Contact ir
      • Faqs
      • Email Alerts
    • Events
      • Upcoming Events
      • Past Events
    • Webcasts and Transcripts
  • Press Releases
  • Brands
    • Real Alloy
    • Cosmedicine
  • Contact

Real Industry is a public company seeking TO ACQUIRE well managed and consistently profitable businesses as well as growth opportunities for its existing operations.

 

Our management and staff are seasoned professionals with extensive experience in acquiring, building, and managing successful businesses. Our expertise crosses numerous industries in both the public and private sectors. An involved Board of Directors provides meaningful oversight and guidance for the businesses.

Real Industry has significant capital resources and also maintains substantial federal net operating loss tax carry forwards. Our platform is unique and offers structural advantages to the companies under management. We also can offer considerations that are not available with many of our competitors.

Craig Bouchard , , , Chief Executive Officer

Craig became the Chairman of the Board and Chief Executive Officer of Signature Group Holdings in June, 2013 after leading a proxy battle to remove the company’s board. This was Craig’s second successful hostile take-over on Wall Street. Growing from $40 million of annual revenue to over $1.5 billion, and, in the process became the world's largest independent recycler of aluminum, Signature Group was renamed Real Industry, Inc. (NASDAQ: RELY) in June of 2015. Real Industry Inc. through it's subsidiary, Real Alloy, operates 18 plants in North America and 6 in Europe, with 1,700 employees.

In 2004, Craig co-founded Esmark Inc. Esmark acquired nine steel companies, including the celebrated hostile takeover of Wheeling Pittsburgh Corporation. Esmark accomplished the first hostile reverse tender merger in Wall Street history and became the 4th largest American steel company when its revenues grew from $4 million in 2003 to $3.5 billion in 2008. This story is chronicled in “America For Sale, How the Foreign Pack Circled and Devoured Esmark.” Copyright 2009 Craig T. Bouchard and James V. Koch, (ABC-CLIO.)

Craig is a New York Times Best Selling author. “The Caterpillar Way. Lessons in Leadership, Growth and Shareholder Value” was released in October of 2013, reaching #1 on the Barnes & Noble Best Seller List, and #8 on the New York Times Best Seller list in the business category. James V. Koch was once again Craig’s co-author. (McGraw Hill.)

Craig’s “The Adventures of Ai” was one of the world’s popular children’s book projects of 2014. The book was translated into Japanese, Mandarin, Spanish and Arabic, with the accompanying Adventures of Ai video game, achieving 100,000 downloads globally on Apple iTunes, Google Play and Samsung. 16-time Grammy award winner Humberto Gatica produced the game’s music.

In 2010 Craig founded Shale-Inland, named for his daughter Shale, and his father’s company, Inland Steel. Shale-Inland is the nation’s leading master distributor of stainless steel pipe, valves and fittings, stamped and fabricated parts to the US energy industry.

From 1998-2003, Craig was the President and Chief Executive Officer of New York based NumeriX, a risk management software company commanding a lead market share on Wall Street in the valuation of complex derivative instruments.

Prior to helping found NumeriX, Craig was a Senior Vice President at the First National Bank of Chicago, (now JPM/Chase). His career there spanned 19 years. In the 150-year history of the bank, Craig was the 3rd youngest individual to rise to the level of Senior Vice President. He was the Head of Asia Pacific, living in Hong Kong And Tokyo, and became The Global Head of Derivative Trading and Quantitative Research.

Craig holds a Bachelor’s degree from Illinois State University (1975), a Master’s Degree in Economics from Illinois State University (1977), and an MBA from the University of Chicago (1981). He has been a member of the Board of Trustees of Boston University and the Foundation of the University of Montana. He is currently a member of the leadership board of the Department of Athletics, Duke University. Craig is an alumnus of Leadership Greater Chicago, and was a finalist for the Ernst and Young Entrepreneur of the Year award (Illinois) in 2005.

Craig was elected to the Hall of Fame of the Illinois State University College of Arts and Sciences in 2008. He is a member of the Hall of Fame of Hinsdale Central Township High School. Craig holds United States Patent 4,212,168, Power Producing Dry-Type Cooling Systems.

He is married to Melissa N. Bouchard and is the proud father of six children: Kai, Justin, Patrick, Shale, Cambelle, and Braidy. Craig and Melissa were ranked #8 in the 2013 US Tennis Association national rankings of Senior Husband Wife Mixed Doubles.

www.craigbouchard.com

Kyle Ross , , , Executive Vice President and Chief Financial Officer

Mr. Ross has served as the Executive Vice President and Assistant Secretary of Real Industry since June 2010 and as the Chief Financial Officer of Signature since March 2011. Mr. Ross was part of the management team that sponsored the Company’s predecessor entity, Fremont General Corporation’s (“Fremont”) reorganization process in bankruptcy. Prior to participating in the Fremont bankruptcy, Mr. Ross was a cofounder of Signature Capital Partners, LLC, a special situations investment firm formed in 2004. Mr. Ross was directly involved in all of Signature Capital’s investment activities, including structuring, underwriting, overseeing portfolio companies, and managing the exit of investments. Mr. Ross previously spent over four years with the investment banking firm Murphy Noell Capital where he was directly involved in more than 20 transactions, including both healthy and distressed mergers and acquisitions, capital raises, and debt restructurings. He was also responsible for managing the firm’s analyst and associate staff. Mr. Ross holds a Bachelor of Science degree and a Bachelor of Arts degree from the Haas School of Business and the College of Letters and Science, respectively, at the University of California, Berkeley.

John Miller , , , Executive Vice President, Operations

Mr. Miller serves as Executive Vice President, Operations. He joined Real Industry in April, 2015 after serving 28 years at 3M, the majority of which was spent in 3M’s industrial businesses. Mr. Miller was the global technical director for the Industrial Adhesives & Tapes Division, 3M’s largest business unit, and was responsible for leveraging the innovation capabilities of 3M to drive profitable sales growth through new product development and commercialization on a global basis. His organization was also responsible for driving growth through direct customer interactions via technical sales and technical service support; for expanding the division’s global technical footprint and fostering local country innovation; and for working with acquisition targets through due diligence and integration. Mr. Miller also provided leadership for several laboratories that were part of businesses acquired by the division.

Among his other roles, Mr. Miller served as the global technical director for 3M’s Office Supplies Division (the home of Post-It® Notes) and was a Design for Six Sigma Master Black Belt as part of 3M’s Six Sigma initiative, which focuses on a set of techniques and tools for process improvement.

Mr. Miller holds bachelor’s degrees in Chemical Engineering and in Chemistry from the University of Minnesota, as well as a Ph.D. in Chemical Engineering with a specialization in polymer science from the University of Wisconsin-Madison.

CEO Insights

2016 CEO LETTER
Dated March 14, 2016

DEAR FELLOW STOCKHOLDERS, BONDHOLDERS, AND OTHER STAKEHOLDERS,



On behalf of our management team, the Real Industry Board of Directors and me, thank you for placing your trust in us. 2015 was a breakthrough year for the Company.  We grew our revenues from $40 million to over $1.3 billion (annualized) through our acquisition of the business we now call Real Alloy. In the process we established one of our subsidiaries as a significant and well-managed market leader in the aluminum industry.

We estimate that full-year 2015 Adjusted EBITDA of the Real Alloy business came in at over $81 million.  As a reminder, we acquired the Real Alloy business at the end of February 2015, so our 10-K only includes ten months of Real Alloy operations.  

Below, I will provide a window into our Company over the past year and comment on our prospects moving forward.  I’ll discuss what we did and didn’t accomplish, and share thoughts on the macroeconomic environment.  As before, I will conclude with answers to questions most frequently asked by our investors.

Without further ado, let’s begin.

2015 contained an unpleasant surprise: the LME price of aluminum fell 17%, and the Midwest premium fell 63%. The Rotterdam premium crashed as well. It’s difficult to envision a more challenging commodity environment than the one we encountered coming out of the gate post-acquisition.

There has been an uncomfortable historical correlation between Real Alloy’s profitability and directional aluminum prices. In 2015, we broke that correlation, recording one of the best years in company history. How did we do it?

Real Alloy executed a series of strategic and tactical decisions, beginning in 2009 and continuing through 2015. Those decisions included the following:

Post-2009, the management team invested heavily in scrap processing equipment that allowed Real Alloy the flexibility to broaden its scrap purchases and more effectively blend various types of scrap to meet customer specifications. Not only was this beneficial for Real Alloy, but it also provided our scrap partners with a greater range of opportunities to collaborate with us. The increased flexibility led to increased margins and operating efficiencies for Real Alloy. The payoff in 2015 was notable. 

Our Six Sigma-dominated transition process made material improvements to our cost structure.

Of course auto builds and energy prices were in our favor during the year, and continue to be so.

Finally, the risk-thesis we invested into held up beautifully. As we have mentioned before, half of our volume is toll processing, which carries little to no commodity price risk.  In addition, our ability to hedge roughly 1/3 of the remaining buy/sell (financial) risks proved important in 2015.

WHAT WE DO EVERY DAY

Our Company is not well understood in the financial markets. We want to fix that. Let’s start here in this letter.

As many of our investors know, the parent company Real Industry, Inc. is in the early stages of building a portfolio of well-managed and profitable companies capable of burning off our approximate $870 million federal NOL as efficiently as we can. The NOL is a powerful tool, and we want to maximize its value. However, our primary objectives are to allocate capital very efficiently and grow both organically as well as through accretive acquisitions. As we execute on these objectives, we will realize the value of our NOL. 

Our current valuation does not seem to properly value this crown jewel asset. Eventually, we expect it will.

Our first major acquisition, Real Alloy, was purchased for $525 million from Aleris in February 2015. Real Alloy is the largest independent recycler of aluminum in North America and Europe, with 24 manufacturing plants in the United States, Mexico, Canada, Germany, Norway and England.  At this stage, Real Alloy is responsible for nearly all of our revenues. 

Many of you are focused on learning this business as quickly as you can.  It isn’t easy because there are few large competitors and few public recycling companies to compare. We truly want our investors and the marketplace to understand what we do and how we do it. So, I’ll commit a few paragraphs to this topic and then discuss Real Alloy further in sections below.

Real Alloy sits uniquely in the middle of the aluminum supply chain with a clear view of all players from the scrap dealers to the large aluminum manufacturing firms to their largest downstream customers, namely the auto, aerospace, food and beverage can companies, foundries and others. We consider all of them our partners driving an increase in the use of recycled aluminum. Our position is “unique” because these various aluminum consumers are our customers, and most of them are also our suppliers. Owning this special niche, we enjoy an inside view of the entire global aluminum supply chain. I don’t know of another company with such a privileged leadership position.

We have two distinctly different customer bases. The first is the large aluminum mills such as Alcoa, Constellium, Novelis, Aleris, Kaiser, Norsk Hydro, etc. These companies ship their aluminum scrap to us. We melt it, sometimes add alloying metals to meet their customer specifications, and then ship molten and solid aluminum directly back to their furnaces (typically from a location close by).  We have become a dedicated melt shop for many of these mills. This arrangement is referred to as “toll processing.” In a tolling arrangement, our customer owns the metal. The customer often provides transportation logistics. We own no inventory and typically pass through most of our energy costs. Real Alloy earns a contracted amount of money per ton (or pound) delivered.

We like this business for risk management-related reasons. We don’t accept commodity price risk. We are one of the lowest cost inputs into our customers’ aluminum manufacturing process. The scale, complexity and the close location of our facilities to our customers make these customer relationships sticky. We have maintained roughly 95% of our customers over the years.

Our second important customer base is the auto companies, meaning well-known firms such as Chrysler, GM, Honda, Daimler, BMW, Volkswagen, and some of the automaker’s tier-one and tier-two suppliers.  A large percentage of our business with these companies is direct, although smaller amounts flow through their key suppliers. We are located close to the auto plants. This is critically important when delivering molten aluminum just-in-time to their furnaces. To illustrate how critical: we deliver molten aluminum to some of our large customers every 30-40 minutes, 24/7, almost every day of the year.

Please note: we toll process for the auto companies just as described above for the aluminum mills. 

Roughly half of our global volume of ~1.2 million metric tons of aluminum is delivered via toll processing. This risk-mitigating model is one of the reasons we outperformed nearly every public aluminum company in 2015.

What composes the other half of our delivered volume? Well, our customers consistently desire more of our product than their internal scrap supply can fund. So, we purchase aluminum scrap on the open market and supply more of the same molten and solid aluminum. We call this our buy/sell business.

We generally earn a higher return on the buy/sell, but we assume more risk.  We take inventory risk, commodity price risk, and energy risk on this component of our volume.  To mitigate these risks we don’t hold inventory very long, turning it roughly once a month. And, we actively hedge energy and aluminum price risk. In Real Alloy, we have one of the finest risk management teams I have worked with.  I play an active role on this team.  De-risking each of our businesses is one of my primary philosophical objectives. 

HOW TO MONITOR KEY REAL ALLOY RISKS

Here is a layman’s primer on the macroeconomic events that affect our performance.

Unlike most commodities, aluminum consumption is growing at a healthy pace, both in the U.S. and globally. Consumption is expected to grow at a 6% rate this year on a global basis and 4% in the United States. In both cases consumption is growing considerably faster than GDP.

Because of smelter retirement in recent years and additional shutdowns planned (potentially 3 million tons of old smelting capacity in China); the demand/supply of aluminum is gradually coming into balance. Some predict a deficit in the second half of 2016.

The topic of China tends to dominate any conversation about commodity driven markets. The Chinese produce and consume about half the global supply of aluminum. If they indeed reduce capacity this year, the price declines of the past two years will likely come to an end. This would be good for our customers and for our business. In a rising price environment, scrap spreads tend to widen.

Analyzing our risks requires keeping an eye on the auto industry. The mega-trend of aluminum replacing steel in autos is certainly real.  It is a key reason we made our investment. Since roughly 2/3 of Real Alloy volumes flow directly or indirectly into the auto industry, we monitor auto builds in the U.S. and Europe closely.

Auto is a huge consumer of aluminum. The other three largest segments are food and beverage cans, growing globally at 1-3%; aerospace, growing at 8-9%; and construction, growing at 4-6%.  We also follow these growth rates closely. Please note: we sell indirectly into these non-auto segments by feeding the major aluminum mills, which do sell directly into them.

Bottom line, we invested into a growing market and play a leadership role in our segment.

The other metric important to understanding our business (though admittedly not easy) is “scrap spreads.” These spreads dictate the profit margin on our buy/sell volume.  Scrap spreads remained reasonably stable in 2015 as scrap fell in proportion to the declining price of aluminum and regional premiums. Our ability to use a wide variety of scrap inputs enabled us to use the most cost-effective scrap blends, helping us overcome any narrowing of the spreads throughout the year.

We follow our spreads daily. Our scrap-purchasing database is proprietary.

THE AUTOMOTIVE MEGA-TREND

Here are a few miscellaneous stats and interesting facts about the auto mega-trend.

Aluminum makers are adding capacity for auto sheet in anticipation of growing demand. Public reports indicate that Alcoa has spent $575 million in Davenport, Iowa, and Knoxville, Tennessee. Novelis has invested $500 million since 2011 into tripling their global capacity by the end of this year. Aleris, Constellium, Norsk Hydro, and others have made similarly large investments. This bodes well for Real Alloy because these companies are our customers.

Today the Real Alloy auto business is mostly aluminum engines, power trains, and other cast aluminum parts.  The exterior sheet phenomenon here in the U.S. is in its infancy. The all-aluminum Ford F-150 is already a success in design effectiveness, safety and commercial acceptance. The competitors are lining up to follow.  I predict almost all of the remaining car companies will follow (including GM’s Chevrolet Suburban and GMC’s truck models).

According to Bloomberg Intelligence, more than 500,000 metric tons of capacity for body-in-white aluminum sheet is scheduled to come on line by the end of 2018. Aluminum content in cars will rise 39% by 2025 to 547 pounds per vehicle. Why? Aluminum alloys are stronger and about 1/3 the weight of steel, which allows automakers to produce lighter vehicles. This, in turn, allows them to meet increasingly stringent CAFE and CO2 emission standards. High-strength steel and carbon fiber are distant (and currently unrealistic) alternatives.

All of this means that demand for aluminum-alloy sheet by automakers in the U.S. should almost triple to 1.78 million tons by the end of 2025. As this trend unfolds, our customers will ship us more scrap and order more molten and solid aluminum to feed their manufacturing supply chains.

That is the future… How did we do in 2015?

ACCOMPLISHMENTS IN 2015

 

  • We successfully closed the $525 million acquisition of Real Alloy, the sale of our only operating company, NABCO, and the four financings, which made the Real Alloy closing possible.
  • We established an innovative Six Sigma-driven transition plan to carve Real Alloy from Aleris and transition it smoothly. We can report that we met our planned 2015 budget for this massive exercise.
  • Real Alloy achieved fiscal 2015 Adjusted EBITDA in excess of $81 million (management estimate), one of the best performances in company history. This was accomplished in a market that was considerably tougher than anyone anticipated.
  • At closing, we initiated a “CEO Challenge” to reduce Real Alloy’s costs by 1% of COGS in 2015 ($13.4 million target). The actual 2015 result was $15 million.  This was a critical ingredient to the company’s fine results this year.  Please note: the 2016 “CEO Challenge” bar has been raised to $17 million.
  • Real Alloy's estimated free cash flow (adjusted for normalized working capital) in the first year is expected to significantly exceed the $33 million target given earlier this year.
  • Real Alloy exceeded all liquidity goals, reducing the combined ABL and factoring draws on the acquisition closing date by more than $50 million and ended the year with more than $80 million in liquidity.
  • Real Alloy began with Debt/EBITDA at 4.5x.  We set a goal to reduce this ratio below 4.0 within 18 months.  We met the goal within 10 months.
  • Real Alloy’s secured High Yield Bond began the year with a price of $90 and finished the year at $102, making it perhaps the best-performing secured industrial bond in the North American marketplace for the full year 2015.
  • Our subsidiary Cosmedicine was re-invented, re-branded, re-packaged, and sold a trademark (receiving approximately $900,000). It is expected to launch on the leading television distribution network in the next few months.
  • Real Industry up-listed to the NASDAQ and joined the Russell 2000.

 

DISAPPOINTMENTS IN 2015

 

  • A public company’s focus should be on return to shareholders and bondholders. Our bondholder return was industry leading. We can be proud about that.

    However, our performance in the stock market was less impressive. On the first day of 2015, our share price was $7.15 per share. The closing price at December 31 was $8.03, a 12% gain.  This was sincerely disappointing to our board and management team. As I have said many times, we don’t manage to quarterly performance. However, we do understand that our institutional investors mark their portfolios to market. And retail investors care a great deal.  We get it, and this adds to our disappointment.

  • After recording three excellent quarters of financial performance post-close, our stock price fell in the fourth quarter from $10.50 to $8.03, as the commodities markets declined broadly. Our price remains at around $7.15 today. It doesn’t matter that the market for commodities and metals was difficult.  We accept no excuses. This was disappointing. 
  • Comparative 2015 full-year stock market returns:

    RELY  +12%

    Index Returns:
    Dow  –2.23%
    S&P 500  –0.7%
    Nasdaq +6.4%
    Russell 2000  –4.69%

    Aluminum Companies:
    Alcoa –38%
    Constellium –53%
    Century –81%
    Kaiser +17%
    AMAG  +16.4%

  • At the parent company, we failed on three acquisition bids subsequent to the Real Alloy transaction (we looked at many more than three). On two of these, we were outbid. Real Industry backed away from the third transaction (under LOI) in Q4 when we were disappointed during the diligence process.

 

FREQUENTLY ASKED QUESTIONS:

At Real Alloy

 

  • Question: If the aluminum-to-auto mega-trend is so powerful, why haven’t the company’s volumes grown in recent years?


  • Answer: Body-in-white in the U.S. has just begun. Our base business in auto today feeds structural parts inside the car or truck; examples include aluminum engine and power train components.  The body-in-white trend is exposed sheet. As the mills expand to meet this need, this creates new large customers for us, and large amounts of aluminum scrap will come our way for recycling. This trend will be a medium- to long-term feeder of our volumes. We are competitively positioned to benefit.

     

  • Question: In 2015 the Company exceeded free cash flow expectations. This was in part due to the massive Six Sigma exercise that took place in the Company. Was this a one-time benefit?


  • Answer: No, continuous improvement is, and will be, a way of life for Real Industry and its businesses. The CEO Challenge for Real Alloy was a $13+ million objective in 2015.  In 2016, we have raised the challenge to $17 million.

    There is direct HR alignment to the CEO Challenge: we compensate our managers with salary and incentive compensation.  The incentive pool is 80% determined by Adjusted EBITDA.  The remaining 20% is primarily determined by meeting the CEO Challenge objective. Throughout Real Alloy, and the parent, nearly every manager touches the Six Sigma tsunami inside our company.

     

  • Question: How does 2016 look?


  • Answer: 2016 will depend on a variety of factors, including U.S. and European GDP, the strength of the dollar, auto-builds, and scrap spreads.  Looking at the global economy, I see a significant chance of recession in the next twelve months (greater than 70%). China, Brazil, and Russia lead a larger pack of regions staring at poor economic dynamics. In the United States, it is brighter.  My guess: a 25-35% chance of recession in the next twelve months depending in part on how tough things get elsewhere. We stand alone with a skilled and available labor force, low interest rates, self-sufficiency in energy and most natural resources, and a solid (though aging) transportation infrastructure. We are experiencing productivity improvements in nearly every sector.

    The U.S. can’t avoid the ravages of negative global growth rates, but we will be in a position to take advantage of the opportunities created.

    With the historic strength in the dollar (not likely to subside in a global recessionary environment), the aluminum industry in the U.S. and Germany continues to face imports of cheap primary unfinished aluminum.  The Chinese get most of the blame, though these types of imports hurt smelters and mills much more than us. The Italian ingot manufacturers have been a greater problem lately (due to the weak Euro).

    On the plus side, auto builds remain remarkably resilient as the consumer continues to replace older vehicles with fuel-efficient, and Wi-Fi-enabled vehicles. An electric car storm may well be next on the horizon, another potential game changer. All of this bodes well for Real Alloy.

    As we sit here today, the market outlook is neutral to somewhat positive. Aluminum consumption should grow 4-6% per annum the next few years. Scrap prices have firmed. Smelting capacity coming off stream in 2016 could potentially jolt prices upward in the later stages of the year. In sum, short of a significant economic setback that includes materially lower auto builds, I expect Real Alloy to perform well.  We are positioned for additional solid growth if the world outperforms.

     

  • Question:  Having owned the Real Alloy for one year, what is the biggest surprise?


  • Answer: The management team and employee force.  I knew they were good.  They exceeded my expectations in professionalism, flexibility, acceptance of a Six Sigma blanket, operational excellence and knowledge of their customers.

 

THE PARENT REAL INDUSTRY

 

  • Question: With the RELY stock price below $8.00 and the high-yield debt market in turmoil, does the Company have access to capital for its next acquisition?


  • Answer: A resounding yes. During the months of December, January and February, our CFO Kyle Ross accompanied me on a tour of institutional debt and equity providers. My definition of debt in this regard includes ABL, bank term loans, and mezzanine. Equity includes common and preferred stock instruments. The purpose of our tour was to build existing and new relationships and determine our access to a flexible set of financing tools.

    The results were positive. In fact, the results were very positive. We concluded the market will support our next purchase. The reason? We have kept our promises. As previously highlighted, our secured bond outperformed virtually every industrial bond in 2015. Our cash flow and liquidity exceeded expectations, and we reduced debt.  The people we visited recognize the significance of these accomplishments during a challenging year in which we took on a complex carve-out acquisition.

     

  • Question: Given the roiled debt markets, is the acquisition marketplace more or less friendly than six months ago?


  • Answer: Worse for sellers, and better for buyers with access to capital. The price of debt is higher, but multiples are lower.  The net is favorable.  Please note:  markets change fast. Even in the past couple of weeks the high yield market has once again shown some life.

 

SUMMARY

We like our position. We aren’t rushing to grow. Our priority is to make accretive acquisitions vs. fast acquisitions. There are fascinating acquisition opportunities available at the parent, and potential bolt-on opportunities at the subsidiary. We are exploring both.

Thank you for your support. We are determined to reward those that have invested their capital in our stock and bonds.

Craig T. Bouchard

Chairman and Chief Executive Officer

2015 CEO LETTER
Dated April 6, 2015

Annual Letter from the Chairman and Chief Executive Officer to Stockholders of Signature Group Holdings, Inc.

 

Dear Fellow Stockholder,

On behalf of our Board and our management team, thank you for being a stockholder of Signature Group Holdings. Many of you travelled a tense and volatile road through the announcements in the 4th quarter of our acquisition of the Aleris Global Recycling and Specification Alloys business, followed by a primary issuance of common shares, a $305 million high-yield bond offering, the sale of our NABCO subsidiary for $78 million in January, and the closing of our over-subscribed $55 million rights offering in February. Start to finish, to the surprise of many, our team accomplished this in a 5-month period. In the process, our market cap nearly doubled. We appreciate your support of this transformative set of transactions.

There was a significant transition of our stockholders in the past year. This is best described as an increase in shares owned institutionally by micro-cap and small-cap growth and value funds. However, no matter when you joined us, we welcome you.

I want to share my thoughts about our new company, including commentary on our values, the transition of Real Alloy, our opportunities and strengths and, yes, even a few weaknesses.

First, I apologize for the length of my letter. I want to address many questions I have received. Because our mammoth acquisition closed just 6 weeks ago, investors crave updated information. I’ll try my best. Unfortunately, in the Aleris 2014 Annual Report, Real Alloy was presented as Discontinued Operations, so there is not a lot of information there. The first quarter that we will be able to fully describe Real Alloy performance as a part of Signature Group will be Q2.For that reason, I’ll tell you here how it's going generally.

For those looking for a quick read, I’ll cut to the chase: We love what we bought. The calendar 4th quarter of 2014 was one of the finest quarters of operating performance in Real Alloy’s history. The first quarter is also looking strong. Volumes and revenues are higher than we projected. Having now observed our management team for 30 days, we are continually impressed with their discipline and operational skills.

The company we bought has a massive lead market share in independent aluminum recycling in both the US and Europe. This is a beautiful thing to observe. While the metals markets have lately been volatile, Real Alloy has been consistent throughout and fully met our expectations. Even still, I have challenged them to improve.

 

Ownership

As an FYI to all, our management, members of our Board, and insiders own well over 10% of the equity of Signature Group Holdings. We believe in what we are doing. For the rest of our stockholders’ benefit, we focus below on: 1) How we are organized and why that matters, 2) How we invest and build value, and 3) What you should expect from us over the next 5 years.

 

How We Are Organized

Signature Group Holdings is a Delaware company that operates 20 facilities spread across North America (including corporate) and another 6 in Europe. Our $1.5 billion of Real Alloy revenue is roughly 2/3 generated in the US and 1/3 in Europe.

The management is talented and experienced. It is composed of two teams: the parent company deal team consisting of myself, our CFO Kyle Ross, our EVP of Operations and technical specialist John Miller (John is a polymer chemist who spent most of his career at 3M,), our general counsel and two deal analysts. We have a total of only 14 employees at the parent company. The other 7 individuals look after accounting, finance, SOX, IR, and the legacy business of Signature. The size of this team will remain lean and will not change significantly until we are a much larger company overseeing a portfolio of operating businesses.

While I have the title of CEO, this isn’t necessarily the best description of what my job entails. While our first priority is to build and improve Real Alloy, we also seek to add additional well-managed and profitable businesses to our portfolio.

As we all know, Signature maintains roughly $930 million in federal NOLs, which we hope to fully utilize in the next 7-10 years. We intend to do this by building a portfolio of operationally countercyclical, well-managed and profitable companies. While I am accountable to the Board and to you, the stockholders, for every aspect of our performance, my day-to-day is focused on leadership, our strategy and the deployment of our capital. This means managing risk and acting as our Chief Investment Officer.

In Real Alloy, the executive team is among the best I have worked with in my 35-year career. They performed through two business cycles without losing money—always a good sign! Terry Hogan, President, is a skilled leader. Russell Barr, who manages Europe, is also a very talented manager. Our 24 plant managers are strong. The GM’s, sales, financial, IT and operational teams are first rate.

Our Board of Directors at the parent company consists of myself and four senior executives with diversified skill sets and successful backgrounds. They are actively engaged and work hard advising me. I like and respect them. We expect to add two additional Board members shortly who will likely have strong manufacturing backgrounds. The company has grown to require oversight from more than a Board of just five members.

This entire group values ethical and moral behavior. We know our job is to think first of our stockholders, on every topic.

 

How We Think About Building Value

Our team focuses on organic growth as well as growth through acquisition. This applies both at the parent and at our operating subsidiaries. In all cases, we target opportunities with a return on invested capital (ROIC) of at least 20% per annum. We looked at 40 transactions before winning Real Alloy. Inside our operating subsidiaries, we will consider growth capital expenditure projects only if they meet the same ROIC characteristics.

Our first requirement is finding top-flight management. Solid people both at senior and junior levels create successful businesses. Of course, all investors say they want great management. How do we define “great management”? The answer is determined on the bottom line. Great managers are those that perform through the entire business cycle (or two) without losing money.

In the recessionary year of 2009, Real Alloy, representing roughly 1/3 of the company Aleris, had a significant positive EBITDA. Alcoa, Aleris (consolidated), Constellium and Novelis all lost significant sums of money that year. In the steel industry, Nucor, US Steel, AK Steel and Steel Dynamics did as well. Our company’s performance stood out.

We are patient investors. Our goal is to make astute long-term investment decisions. There are no quick kills. We don’t manage to daily, weekly, or quarterly stock price objectives. We care a great deal about our stock price next year and in the years after. I believe our equity security is significantly mispriced at this time. This is not important to our decision-making. The market will reward us if we consistently execute our strategy, satisfy our customers, make money and burn off our NOLs.

Finally, as we grow, we will look to issue as few common shares as possible including when using rights offerings. We are acutely aware of the importance of this. A variety of preferred and convertible financial instruments are available to us on a go-forward basis. We will treat common shares like gold.

 

Why We Bought The Real Alloy Business

This discussion starts with the aluminum business. It’s growing at a pace not seen since the 1970s.This is the result of the body-in-white auto megatrend. In short, cars must meet legislated mileage standards both in the US and Europe. Automakers can’t meet the standards unless the cars get lighter. Aluminum must replace steel. It’s an irreversible trend (composites don’t matter much), and I looked for a proxy of the greater aluminum market to allow us to participate broadly in this trend. Real Alloy is that diversified proxy. They have two distinct customer bases. The first is auto manufacturers and their Tier 1 and Tier 2 suppliers. We sell molten aluminum and ingot aluminum to them directly. We service the majority of the major auto suppliers in the US and Germany.

The second set of customers is most of the major aluminum rolling mills. We are integral to these companies in North America and Europe. The products we sell them are the same, but the majority of this business is toll processing. Through the rolling mill customers, our products indirectly supply more auto, as well as aerospace, food and beverage cans, and the construction markets. Thus, we are perhaps the only stock play that is diversified across the entire aluminum sector.

Real Alloy’s 24 plants are typically located very close to its customers so we can deliver molten aluminum directly into their furnaces. Our customer retention has historically been over 95%. Our market shares are large. We believe that if we were to add up our 10 next largest independent competitors on both continents, we would be a larger company than the rest put together. We embrace the symbiotic relationship and proximity we enjoy with our customers.

Finally, roughly half of our volume is toll processing, where we own no inventory and take no commodity risk. Toll processing keeps us closely aligned with the customer and helps us optimize our capacity utilization. With the other half of our business mix (called the buy/sell business), we earn higher margins, try to spin our inventory in 30 days, and hedge a good portion of our long position in the futures market.

Why does all of this matter? Because, in November and December, when oil prices and other commodities tumbled, I observed some potential investors and others lump the Real Alloy business with other companies that were significantly impacted by this volatility. I submit that’s not the way to think about the Real Alloy business.

In sum, we bought the true proxy for the aluminum market, the least volatile supplier in the space, and a well-managed, profitable lead competitor at a 6.25x EBITDA multiple.

 

Weaknesses

The weaknesses are two. We begin post-acquisition with more leverage than preferable in the longer term (4.5x EBITDA). Secondly, there is more depreciation in this business than I would normally pursue, given our tax advantages. However, the strengths of this company, the deal and its transformative nature far exceed the weaknesses. And, we expect to partially de-lever this asset in the first 18 months of ownership.

 

Questions Commonly Asked by Investors

  1. What is the closest “COMP” to SGRH?
    Answer: There isn’t a good public comp in the US, but there is one in Europe. AMAG Austria Metall is an integrated aluminum products manufacturer in Ranshofen, Austria. An aluminum mill and an aluminum recycler, they have a minority interest in the low-cost smelter in North America, located in Quebec, Canada. (The lead shareholder is Rio Tinto.) It is not a perfect comparable, but AMAG is our closest recycling competitor in the German automotive market. AMAG’s LTM EBITDA was $152 million. Their 2015E EBIT forecast is $85 million. Capital expenditures are approximately $73 million due to a large mill expansion. AMAG completed an IPO successfully last year. Their CEO is Helmut Weiser, a very strong manager and leader; he is a former senior Alcoa executive. The company’s 2015 TEV/EBITDA is 7.8x. I have a healthy respect for this competitor and what they have accomplished.
  2. How do LME price levels and changes to the “Midwest Premium” affect Real Alloy?
    Answer: There is little impact of changes in LME and premium prices to our North American or European business. Real Alloy prices its products off published market prices (such as Platts and Metal Bulletin) and generally not off LME. Scrap is purchased locally on both continents, and pricing is based on demand/supply drivers. Thus, neither the LME nor the premiums plays a significant role in our buy/sell pricing mechanism. As previously mentioned, half of our business is toll processing for a fee, with an energy price pass-through in many customer contracts. The other half relies on scrap spreads and turning inventory quickly.

    When we look at the company on a historical basis and project forward, a rising metal price environment typically results is a marginally higher profit. A declining metal price environment typically results in slightly lower profit. On a base EBITDA of $84+ million for Real Alloy, LME price fluctuations are unlikely to have a substantial impact on our financial results. Most Wall Street analysts project LME prices at year-end to be higher than today, implying a slightly positive movement for us.

    For those looking for industry or economic indicators of our business, you might focus on aluminum scrap spreads for the short run, and auto builds and aluminum consumption in the US and Europe for the long-term trends. Analysts project aluminum production for autos to grow at 17% or more per year across a wide spectrum of models during the next 5 years. The aluminum content inside cars is obviously increasing. Thus, a decrease in auto builds by that same percentage might be something of a rough break—even, in volume, for Real Alloy’s auto business.
  3. What is the effect of the strengthening dollar on the Real Alloy business?
    Answer: Our European business purchases in local currency, or Euro, and sells on the same basis. Therefore, we must translate effects of net profit in Europe to our US GAAP financial statements. This is not a significant cash item.

    The past nine months saw the largest nine-month move in the dollar for the past 30 years. Many, but certainly not all, analysts now predict parity in $/Euro. The effect on our profitability in either direction of a $0.10 move in $/Euro is less than one million dollars. We are not expecting to hedge this risk in the marketplace.

    Perhaps of more importance, when the dollar strengthens, imports become a threat to American-made and -sold products. The steel industry is certainly suffering at this time from a flood of imports, approaching 45% of US steel consumption. Our market is far less affected though not insulated. While molten aluminum can’t be imported, ingot is coming from foreign ports into the US, putting some downward pressure on our US ingot pricing in the buy/sell business. Roughly 55% of our US volumes come from toll processing with the remainder being buy/sell, so this is not a large problem.
  4. How does Natural Gas price volatility affect Real Alloy?
    Answer: In our tolling business, natural gas is often a pass-through to the customer. In our buy/sell business, changes in natural gas prices seep quickly into the Platts and Metal Bulletin Surveys; market pricing of the aluminum generally stays in sync. We strive to hedge a portion of remaining exposures in the futures markets.
  5. It is difficult to model Real Alloy based on currently available public information. What is the expected free cash flow of Real Alloy in 2015?
    Answer: We are budgeting a 2015 figure of roughly $33 million after debt service but before corporate allocation and state and foreign taxes. Substantial working capital inherited as well as budgeted improvements, and our comprehensive Six Sigma-led transition effort will be important positive contributors.
  6. What are your first three objectives for improving Real Alloy?
    Answer: This acquisition is a carve-out and, in my experience, carve-out transactions require a company-wide effort. We must wean Real Alloy from its former parent effectively and promptly. The exercise is not just to transfer functions from the ex-parent to us. We look at the transition as an opportunity to improve each function as we transfer it. There are 25 major transition projects involved in our initial Six Sigma program and more than an additional 25 minor projects. The transition services agreement (TSA) with Aleris runs two years, and we are projected to pay them approximately $8 million during the first year to help us through the transition. This represents Aleris employees, the work they are doing and use of their systems, as we build Real Alloy’s own processes. Of course, our goal is to beat that budget and transition more quickly.

    John Miller, our recently hired EVP of operations, is managing the transition project. He will also perform this role for future acquisitions. John is a master black belt Six Sigma specialist with advanced technical skills developed during his 28-year career at 3M.

    I’ve given our team and all employees a performance objective of improving the Real Alloy cost of goods sold (COGS) by 1% in 2015, as the Six Sigma and lean projects unfold. If they meet the challenge, this will make a meaningful improvement in the economics of our business.

    The managers of our company are eligible for an incentive cash bonus at year-end. This bonus is tied 80% to achieving corporate EBITDA objectives, and 20% to “ individual soft objectives.” Personally, I’m not big on soft objectives, so the only soft objective for this year is reducing COGS by 1%.
  7. When will the parent company up-list to the NASDAQ?
    Answer: We have completed our application and are optimistic the up-list will happen later this month or in May 2015. We should have this answer soon.
  8. Does Signature Group (given the leverage of the first transaction) have an appetite/ability to make another acquisition this year?
    Answer: Yes, parent acquisitions are financed independently, without cross guarantees. We have an effective shelf registration statement on file. We are already seeing interesting opportunities and expect the next acquisition to be significantly easier than the first. We are now a large and profitable company. Our respect and support on Wall Street has expanded, and our ability to fund accretive acquisitions flexibly with preferred, rather than common, equity securities is the key to building value. I like our position.
  9. What is the liquidity at the parent company?
    Answer: We have today roughly $19 million of cash at the parent company and expect to collect over $3 million from the NABCO sale escrow. If the existing warrant holders participate in the current rights offering by the end of April or exercise those warrants generally, we will have an additional inflow of cash at the parent. The parent cash expenses are projected to be roughly $9 million in 2015, of which $3 million is for the benefit of subsidiaries and allocated to them. So the net cash cost of the parent at this time is forecast to be roughly $6 million this year. We focus a great deal on balance sheet and liquidity both at the parent and subsidiaries.
 

What Does it Mean to be Green?

Real Alloy is the “greenest” company I have seen. There are few like it. Investing in profitable green technology has benefits to stockholders, and to our children and grandchildren. Please don’t get me wrong. We have no political axe to grind. Failures like “Solyndra” and many other money-losing projects whose existence was made possible by taxpayer contributions are dirty investments. Real Alloy, and aluminum recycling in general, is a green investment that should be embraced.

For those interested in the science, please read on:

The acquisition of Real Alloy brought us a world-class company in the secondary aluminum-processing industry. We also acquired a company benefitting the environment. The environmental advantages of recycled aluminum when compared to primary aluminum are tremendous. This is due to the large difference in energy consumption when producing a pound of recycled aluminum versus a pound of virgin aluminum.

Example: making one pound of primary aluminum takes about 7 kWh of electricity, or about 24,000 BTUs of electricity. Electricity is a valuable form of energy. When fossil fuels are burned to make the electricity, there is a loss of efficiency. Natural gas-fired power plants are efficient when compared to coal- or oil-fired power plants, but the average efficiency for gas-fired US power plants is 43%.

In other words, in order to make a pound of primary aluminum, it takes 24,000 BTUs of electricity, in turn requiring about 55,000 BTUs of natural gas at the power plant. A pound of recycled aluminum, on the other hand, requires only about 5% of the natural gas energy equivalent required in the primary material.

In energy savings alone, Real Alloy will save over 100 trillion BTUs of natural gas equivalents annually, enough to heat over 1 million northern US homes through an average winter. Of course, this energy savings also comes with a large reduction in greenhouse-gas emissions vs. primary aluminum. Real Alloy’s business prevents the emission of over 10 billion pounds of CO2 versus primary aluminum.

In addition to the enormous energy savings, recycled aluminum generates far less waste than the production of primary aluminum. In fact, the aluminum-recycling industry commonly uses the waste products from primary aluminum production as a feedstock from which additional aluminum can be extracted. The recycled aluminum industry prevents billions of pounds of material from entering landfills. As the leader in the metals industry, we take great pride in this accomplishment.

Aluminum is, in the simplest of terms, a means of storing energy. The electricity used to produce all of the primary aluminum stays stored in that aluminum. When an aluminum can is sent to the landfill, that energy is lost to the landfill and lost to all of us. It is about the same as if we had put a couple ounces of gasoline into the can and then poured that gasoline into the landfill. Real Alloy’s business prevents that waste from occurring. When we see the large piles of aluminum scrap at the Real Alloy facilities, we don’t see trash. We see energy!

Recycled aluminum can be used in virtually all of the applications where primary aluminum can be used (including aerospace, by the way) and can be recycled numerous times without a loss of properties. It is the ideal material for use, and re-use, in applications throughout modern life. We at Signature Group are proud to be part of this sustainability story and look forward to continuing to leave a better environmental legacy for the next generation.

Stay tuned for more information around the sustainability and energy efficiency of the Real Alloy businesses.

We will conduct an investor call soon to answer any additional questions from our investors.

Sincerely,

Craig T. Bouchard

Chairman, Chief Executive Officer and Shareholder

February 24, 2014.

I am pleased to provide you with a progress report on what our team has achieved since I started in June. Our first priority was reining in our operating cash burn of well over $6 million on an annualized basis. Secondly, the employee base was demoralized and toolarge for the amount of business being conducted. Third, there were a number of small and unimportant investments inside the Company that absorbed an inordinate amount of management time. Fourth, our corporate structure was not well thought-out, and the focus on the risks and burdens of our legacy business was insufficient. The office space in Sherman Oaks summed up the prior administration well. It was, in a word, excessive. Taking all of this into consideration I concluded that the issues prompting our proxy battle were real.

After studying these issues, I concluded we were not yet prepared to grow the Company in a safe and sound manner. So we got to work. On the positive side: We had some talented managers and plenty of dedicated employees—certainly enough to build around. The industrial supply business was in good shape. Our new board was full of enthusiasm with all the directors willing to pitch in and work. For the first time since the exit from bankruptcy, all the directors actually liked and respected one another and took on their roles with impeccable professionalism.

Here is what we did: cut costs, streamlined operations, reorganized into a safe and professional corporate structure, and redirected growth strategies. The workforce was reduced with the Company retaining every key employee that I wanted on the team. Every employee was given specific short-term objectives, and deadlines, to either reduce our costs or increase our revenues. Nearly every objective was achieved on time, and before year-end. We divested unimportant assets on our books. These included the remaining residential mortgage loans and a number of distressed-debt type investment securities. Material amounts of cash were generated. In total, more than $30 million of cash came into the Company with these asset disposals. Just as important, our management team is no longer burdened with supervising these dead-end assets.

We initiated a search for new offices. Next month, we move into this new space, with the new offices in Sherman Oaks being roughly half the current square footage.

Signature Group was paying 9% interest on $37 million of bonds, while also sitting on a large stockpile of cash. This was a needless expense. We paid off the bonds.

SG&A was reduced. New vendors, including lawyers, were brought in at more competitive prices. Our industrial supply business opened several new warehouse locations.

I am happy to report that all of the steps mentioned above, and more, have resulted in the elimination of most of that $6 million cash burn. This was no small accomplishment, and I salute our employees for their diligence in making it happen. As of the day I write this, our stock price is up over 60% since June2013.

In the second half of 2013, Signature authorized new shares necessary to grow. In September we filed an S-3 “shelf” registration statement to raise up to $300 million, and we reverse split our stock in October. We then completed a reincorporation into a Delaware holding company just after year-end. This provided us growth potential while reducing our exposure to legacy risks. We are no longer a penny stock, something I believe important for attracting high quality investors as well as high quality acquisition candidates. Delaware is simply the best place to be for a sophisticated and growing public company. Let’s take a step back to appreciate how much progress has been made. Signature exited bankruptcymore than three years ago, but until recently has been unable to control its cash burn. We didn’t authorize enough capital to grow, and improperly managed our legacy risks. We invested our management resources on small and unimportant investments. The Company did not serve stockholders well, and our growth prospects were dismal. In six months our energized management team has fixed all of those issues and positioned us for growth. This is the next step. Ah, for that topic that seems to consume so much attention: acquisitions.

I receive calls weekly asking me when we will make alarge acquisition. Of course, because we are a public basis. I can, however, point out that we will grow, and do so at good valuations and with a well-considered strategy. The analysis, negotiation, diligence process, pricing, and the execution of any acquisitions cannotbe slighted. There are no short cuts. When analyzing potential acquisitions, revenues are often very first goal—and the only goal—is to get it right: deals must be valued correctly; they must be accretive and increase stockholder value. We won’t rush forward just to do a deal, if it is the wrong deal for us. Since I joined as CEO, we have looked at over 40 opportunities. Our team has made six offers. These have ranged in enterprise value from approximately $200 million to $500 million. In each case, we havebeen outbid by another party willing to pay an amount we felt was a waste of your money, or a seller was unrealistic with their valuation expectations. In acouple of these cases, we were close.

Discussions with attractive targets continue, and our investment discipline continues as well. In sum, wewill not return to the misguided standards that existed before I joined the Company, and before our new board took its reins. Our future is bright. We understand the Company exists only for the creation of stockholder value. Our mission is to deliver that value.

Craig T. Bouchard

Chief Executive Officer and Chairman of the Board

Interview at Gateway Conference, September 9, 2015

 


NASDAQ bell ringing July 2015

 

Real Industry, Inc. is seeking to invest its capital in large, well-managed and consistently profitable businesses concentrated primarily in the United States industrial and commercial marketplace.

 

General Investment Criteria

  • Business consistently producing pre-tax income of $25–$75 million
  • Sustainable competitive advantage that can be maintained long-term
  • Proven management teams with the ability to operate with relative autonomy
  • Industry agnostic

Structure

  • Real Industry must own 80.1% or more of a business
  • Flexible approach with seller on deal consideration, including potentially using Real Industry common stock

Target Situations

  • High-margin businesses with low ongoing capital expenditure needs
  • Businesses with modest to low growth; consistency is more important
  • Industries or sectors where Real Industry can serve as a platform for growth via additional acquisitions/consolidation
  • Legacy private equity or hedge fund holding seeking an exit
  • Family businesses
  • Companies with limited or declining tax deductions
  • Carve-outs of non-core divisions of larger enterprises

Real Industry has substantial Federal NOLs that were predominately amassed from the legacy business of Fremont General and do not begin to expire until 2027. These NOLs may provide benefits to the Company as well as the businesses that are acquired. Management is focused to ensure the NOLs are preserved and available in future periods.

 

General characteristics

  • Real Industry has no Section 382 limitation on annual usage of its Federal NOLs
  • There are no restrictions with regard to line of business
  • Real Industry has bylaws in place that prohibit stockholders from accumulating more than a 5% interest, without Company approval
  • Real Industry has the ability to issue a substantial number of additional shares without jeopardizing NOLs
  • The Company may use rights offerings to raise capital from existing stockholders to minimize any potential ownership shift issues

When selecting a firm to sell a company to or partner with, the right fit is important. Pricing is a key element in the decision process but other factors must be considered. Real Industry offers many unique and positive attributes that improve the probability that the transaction will close as scheduled with positive long-term benefits.

 

Real Industry offers:

  • Permanent capital
  • Ability to close quickly
  • Our structure can help propel a good management team/company to industry leadership
  • Our investment horizon is long term
  • Holding company structure allows operating management autonomy
  • Public vehicle provides access to capital/liquidity for sellers and management teams
  • Stockholder aligned Board of Directors focused on stock price appreciation

Real Industry has strong corporate governance guidelines, including those set forth in the Company's Committee Charters and Code of Ethics for Senior Financial Officers. More detailed information about these documents and the Company's Code of Conduct can be viewed by clicking on the Governance Documents on the navigation section on the top of this page.

Real Industry’s hotline for treatment of employees and contractor complaints regarding accounting and auditing matters and financial concern provides individuals with a mechanism by which concerns over financial accounting or audit matters can be reported in a confidential and anonymous manner and adequately addressed. This hotline can be reached by telephone at 844-287-9976.

 

Director Independence

Real Industry's Board of Directors is comprised of a majority of independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company, and conforms to the independence requirements in the New York Stock Exchange's listed company rules. In making an independence determination, the Board will consider all relevant facts and circumstances. The Board has determined that directors Bynoe, Deconinck, Hall, Lamb, Maheshwari and Tinkler satisfy the applicable Securities and Exchange Commission independence requirements.

With the exception of the Operations/Lean/Six Committee, all committees are composed exclusively of independent directors.  The Audit Committee must also satisfy an additional Securities and Exchange Commission independence requirement, which provides that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from Real Industry or any of its subsidiaries other than their directors' compensation, or otherwise be an "affiliated person" of the Company. The Board has determined that all members of the Audit Committee satisfy the applicable Securities and Exchange Commission independence requirements.

 

Contact the Board

Stockholders and other interested parties may communicate with the Board of Directors or Board committee members by writing to the following address:

Board of Directors
c/o Corporate Secretary
Real Industry, Inc.
15301 Ventura Boulevard, Suite 400
Sherman Oaks, CA 91403

Please specify to whom your correspondence should be directed. The Corporate Secretary will promptly forward all correspondence, except for junk mail, mass mailings, job inquiries, surveys, business solicitations or advertisements, or potentially offensive or otherwise inappropriate material. Real Industry's Corporate Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response.


Craig Bouchard , , , Chairman of the Board

Craig became the Chairman of the Board and Chief Executive Officer of Signature Group Holdings in June, 2013 after leading a proxy battle to remove the company’s board. This was Craig’s second successful hostile take-over on Wall Street. Growing from $40 million of annual revenue to over $1.5 billion, and, in the process became the world's largest independent recycler of aluminum, Signature Group was renamed Real Industry, Inc. (NASDAQ: RELY) in June of 2015. Real Industry Inc. through it's subsidiary, Real Alloy operates 18 plants in North America and 6 in Europe, with 1,700 employees.

In 2004, Craig co-founded Esmark Inc. Esmark acquired nine steel companies, including the celebrated hostile takeover of Wheeling Pittsburgh Corporation. Esmark accomplished the first hostile reverse tender merger in Wall Street history and became the 4th largest American steel company when its revenues grew from $4 million in 2003 to $3.5 billion in 2008. This story is chronicled in “America For Sale, How the Foreign Pack Circled and Devoured Esmark.” Copyright 2009 Craig T. Bouchard and James V. Koch, (ABC-CLIO.)

Craig is a New York Times Best Selling author. “The Caterpillar Way. Lessons in Leadership, Growth and Shareholder Value” was released in October of 2013, reaching #1 on the Barnes & Noble Best Seller List, and #8 on the New York Times Best Seller list in the business category. James V. Koch was once again Craig’s co-author. (McGraw Hill.)

Craig’s “The Adventures of Ai” was one of the world’s popular children’s book projects of 2014. The book was translated into Japanese, Mandarin, Spanish and Arabic, with the accompanying Adventures of Ai video game, achieving 100,000 downloads globally on Apple iTunes, Google Play and Samsung. 16-time Grammy award winner Humberto Gatica produced the game’s music.

In 2010 Craig founded Shale-Inland, named for his daughter Shale, and his father’s company, Inland Steel. Shale-Inland is the nation’s leading master distributor of stainless steel pipe, valves and fittings, stamped and fabricated parts to the US energy industry.

From 1998-2003, Craig was the President and Chief Executive Officer of New York based NumeriX, a risk management software company commanding a lead market share on Wall Street in the valuation of complex derivative instruments.

Prior to helping found NumeriX, Craig was a Senior Vice President at the First National Bank of Chicago, (now JPM/Chase). His career there spanned 19 years. In the 150-year history of the bank, Craig was the 3rd youngest individual to rise to the level of Senior Vice President. He was the Head of Asia Pacific, living in Hong Kong And Tokyo, and became The Global Head of Derivative Trading and Quantitative Research.

Craig holds a Bachelor’s degree from Illinois State University (1975), a Master’s Degree in Economics from Illinois State University (1977), and an MBA from the University of Chicago (1981). He has been a member of the Board of Trustees of Boston University and the Foundation of the University of Montana. He is currently a member of the leadership board of the Department of Athletics, Duke University. Craig is an alumnus of Leadership Greater Chicago, and was a finalist for the Ernst and Young Entrepreneur of the Year award (Illinois) in 2005.

Craig was elected to the Hall of Fame of the Illinois State University College of Arts and Sciences in 2008. He is a member of the Hall of Fame of Hinsdale Central Township High School. Craig holds United States Patent 4,212,168, Power Producing Dry-Type Cooling Systems.

He is married to Melissa N. Bouchard and is the proud father of six children: Kai, Justin, Patrick, Shale, Cambelle, and Braidy. Craig and Melissa were ranked #8 in the 2013 US Tennis Association national rankings of Senior Husband Wife Mixed Doubles.

www.craigbouchard.com

Peter Bynoe , , , Director

Mr. Bynoe has served as a director of Real Industry since July 2013 and currently serves as Chairman of the compensation committee and a member of the audit committee. Mr. Bynoe is currently a managing director of Equity Group Investments, a private equity firm based in Chicago, IL. From September 2013 to October 2014 he served as the Chief Executive Officer of Rewards Network, a provider of credit card loyalty and rewards programs. Prior to joining Rewards Network and since February 2009, Mr. Bynoe served as a partner and Chief Operating Officer of Loop Capital LLC, a full-service investment banking firm based in Chicago, where he had been Managing Director since February 2008. As Chief Operating Officer, Mr. Bynoe oversaw the firm’s mergers and acquisitions practice in the utility and power sector. Mr. Bynoe also serves as a Senior Counsel in the Chicago office of the international law firm DLA Piper US LLP.

From March 1995 until December 2007, Mr. Bynoe was a senior Partner at DLA Piper US LLP and served on its Executive Committee. Mr. Bynoe has also been a principal of Telemat Ltd., a consulting and project management firm, since 1982. Since 2004, Mr. Bynoe has been a director of Covanta Holding Corporation, an internationally recognized owner of energy-from-waste and power generation projects. Since 2007, Mr. Bynoe has been a director of Frontier Communications Corporation (formerly known as Citizens Communication Corporation), a telephone, television and internet service provider, and was formerly a director of Rewards Network Inc. from 2003 to May 2008. Mr. Bynoe served as the Executive Director of the Illinois Sports Facilities Authority, a joint venture of the City of Chicago and State of Illinois created to develop the new Comiskey Park for the Chicago White Sox and was Managing General Partner of the National Basketball Association’s Denver Nuggets. Mr. Bynoe also served as a consultant to the Atlanta Fulton County Recreation Authority and the Atlanta Committee to Organize the Olympic Games in preparation for the 1996 Summer Olympic Games.

Mr. Bynoe holds Juris Doctor and Master of Business Administration degrees from Harvard University and is a member of the Illinois Bar and a registered real estate broker.

Patrick Deconinck , , , Director

Mr. Deconinck was elected as a director in 2015 and currently serves as chairman of the Operations/Lean/Six Sigma Committee and a member of the Compensation Committee. Mr. Deconinck served as Senior Vice President-West Europe for 3M Company (“3M”) from 2011 to 2015, with overall responsibility for 3M’s West Europe business. 3M’s West Europe business accounted for approximately 20% of 3M’s total revenues and Mr. Deconinck oversaw approximately 16,000 employees in 20 countries. During this period, Mr. Deconinck orchestrated the restructuring of 3M’s European supply chain organization. From 2005 to 2011, Mr. Deconinck was Vice President and General Manager of 3M’s Industrial Adhesives & Tapes Division where he provided global leadership for 3M’s largest operating unit. Mr. Deconinck retired in March 2015 after providing more than 35 years of service with 3M. Mr. Deconinck holds an Acceptance degree in Applied Sciences from Catholic University of Leuven (Belgium) and is fluent in English, Flemish, French and German.

William Hall , , , Director

Mr. Hall was elected as a director in 2015 and currently serves as a member of both the Operations/Lean/Six Sigma Committee and the Compensation Committee. Mr. Hall has served as the General Partner of Procyon Advisors LLP, a Chicago-based private equity firm providing consulting and growth capital for healthcare services companies, since 2006 following the sale of Procyon Technologies, Inc. (“Procyon Technologies”). Mr. Hall has over thirty years of senior operating executive experience at Procyon Technologies, Eagle Industries (LON: ATK), Fruit of the Loom (NYSE: FOL), Cummins Inc. (NYSE:CMI), and Falcon Building Products, Inc. (NYSE: FBP) where Mr. Hall, as Chief Executive officer, completed an initial public offering and later completed a leveraged buyout to take the company private.

Mr. Hall is currently a member of the board of directors of Stericycle, Inc. (NASDAQ: SRCL) and serves as the Chairman of the Compensation Committee and formerly served as a member of the Audit Committee. Mr. Hall is also currently a member of the board of directors of W. W. Grainger, Inc. (NYSE: GWW) and serves on both the Audit Committee as a financial expert, and the Governance Committee. Mr. Hall has previously a member of the board of directors of Actuant Corporation (NYSE: ATU) and served on both the Audit and Governance Committees. Mr. Hall has also previously been a member of the board of directors of A. M. Castle (NYSE: CAS) and served as the chairman of the Governance Committee and members of the Audit and Compensation Committees.

Mr. Hall volunteers as an Adjunct Professor at the University of Michigan, where he has developed and taught graduate and undergraduate courses in entrepreneurial leadership of the College of Engineering and the Ross School of Business. Mr. Hall also serves as a member of the Executive Committee at the Rush University Medical Center in Chicago and as an advisory board member at the Depression Center, the Zell Lurie Institute and the Center for Entrepreneurial Leadership at the University of Michigan. During the 1970’s, Mr. Hall served as a professor at the University of Michigan, the European Institute of Business Administration and the 12 Harvard Business School. Mr. Hall holds degrees in aeronautical engineering (B.S.E.), mathematical statistics (M.S.) and business administration (M.B.A. and Ph.D.), all from the University of Michigan.

Patrick Lamb , , , Director

Mr. Lamb has served as a director of Real Industry since 2011 and currently serves as the Chairman of the Audit Committee and a member of both the Nominating and Governance Committee and the Operations/Lean/Six Sigma Committee. Mr. Lamb has over 20 years of chief financial officer experience in various public and public subsidiary entities, specifically in the financial services arena, including banking, commercial finance, commercial and residential real estate, debt and equity, capital markets and insurance, as well as extensive experience in mergers, divestitures and acquisitions, financing and securitization structures and public accounting. Mr. Lamb was also Chief Financial Officer for the Los Angeles Clippers of the National Basketball Association from July 2007 through December 2014.

From 2004 to July 2007, Mr. Lamb served as the Senior Vice President, Treasurer, Chief Financial Officer and Chief Accounting Officer of the Company, when it was known as Fremont General Corporation. Prior to that, Mr. Lamb served as Vice President-Finance for Fremont and as the Chief Financial Officer of Fremont Financial Corporation, a subsidiary of the Company. Before joining Fremont, Mr. Lamb worked at Ernst & Whinney (now Ernst & Young) in San Francisco, serving primarily in the financial services industries in various audit and consulting engagements.

Mr. Lamb holds Bachelor of Science and Master in Accountancy degrees from the Marriott School of Management at Brigham Young University. Mr. Lamb also serves on two advisory boards for the Marriott School of Management at Brigham Young University and is also involved in various other community and educational organizations, including being on the Board of Junior Achievement of Southern California.

Raj Maheshwari , , , Director

Mr. Maheshwari has served as a director of Real Industry since July 2013 and currently serves as a member of both the Compensation Committee and the Nominating and Governance Committee. Mr. Maheshwari is Managing Director of Charlestown Capital Advisors, LLC, a private merchant banking company specializing in financial advisory/merchant banking services (including mergers and acquisitions advisory) to public and private market emerging companies. Under Mr. Maheshwari’s tenure, Charlestown Capital has been a mergers and acquisitions advisor to Esmark, Inc., a steel company that was sold to OAO Severstal of Russia in August, 2008 for $1.3 billion. In 2011, Charlestown Capital led the successful reorganization of Meruelo Maddux Properties (subsequently renamed EVOQ Properties), a commercial real estate company based in Los Angeles under Chapter 11 of the U.S. Bankruptcy Code. Charlestown also assisted in Shale-Inland’s acquisitions of Main Steel in 2011 and HD Supply IPVF in 2012. Charlestown Capital has also advised Akela Pharmaceuticals, LTS Lohmann, Artevea Digital, among other emerging companies, in their mergers and acquisitions activities.

From 1999 to August, 2005, Mr. Maheshwari was a Portfolio Manager and Managing Director at Weiss Peck and Greer Investments (“WPG”) and its successor parent company Robeco Investment Management. At WPG, he built and managed a $500 million (approximately) Risk Arbitrage and Special Situations/Event Driven hedge fund. In addition, at WPG and its parent company, Robeco Investment Management, he was involved in many aspects of investment management, including asset allocation, identifying new investment strategies, and overall investment management strategy. From 1996 to 1999, Mr. Maheshwari was a Vice President of Research at Robert Fleming, Inc., where he helped run a $250 million (approximately) equity arbitrage portfolio.

Mr. Maheshwari holds a Bachelor of Science degree in Mathematics and Computer Sciences from the State University of New York at Albany and an MBA from New York University.

Philip G. Tinkler , , , Director

Mr. Tinkler has served as a director of Real Industry since August 2012, is Chairman of the Nominating and Governance Committee and a member of the Audit Committee. Mr. Tinkler is the Chief Operating Officer and Chief Financial Officer at Equity Group Investments (“EGI”) and has served in various leadership capacities for EGI and its affiliates since 1990. He has been the firm’s Chief Financial Officer since 2002, and the Chief Operating Officer since 2006. In his role at EGI, he works closely with the investment team on structuring transactions, due diligence, bank financings, and securities offerings. Since 2009, he has also been Chief Financial Officer for Chai Trust Company, LLC, an Illinois registered trust company that is trustee for many of the Zell family trusts. Mr. Tinkler oversees EGI’s financial services group, which houses EGI’s accounting, treasury, and tax functions. He also serves as Chief Operating Officer, managing EGI’s human resources, administration and facilities functions.

From 2003 to 2004, Mr. Tinkler worked at the company that is known today as Covanta Holding Corporation (NYSE: CVA), an internationally recognized owner/operator of energy-from-waste and power generation projects. During his tenure there, Mr. Tinkler served as Chief Financial Officer while the company’s predecessor, Danielson Holding Corp., purchased Covanta, emerged from bankruptcy, and underwent an integration. He also served on the board of directors of Covanta’s wholly owned California-based insurance subsidiary. Earlier in his career, Mr. Tinkler served as the Chief Executive Officer and Chief Financial Officer at First Capital Financial, L.L.C. and the Managing General Partner of the First Capital real estate funds. He began his career at Ernst & Young. Mr. Tinkler serves on the board of directors of another EGI investment company, WRS Holdings Company, an environmental construction and remediation company.

Mr. Tinkler holds a Bachelor of Science degree from Northern Illinois University and a Master of Science degree in Taxation from DePaul University.

Governance Documents

Download Description

Investor Relations

Press Releases

 

Stock Information

 

Stock Quote

Price 7.86

Change +0.00

% Change +0%

Volume 43,000

Intraday

High 7.91

Low 7.70

1 Year

High 11.68

Low 5.30

Jul 27, 2016 05:00 PM Pricing delayed 20 minutes

Stock Quote: NASD

Stock Chart

Historical Stock Quote

Sec Filings

 
Date FiledFilingReportedDescriptionDownload
Previous Next

    Interactive Data

     

    Real Industry, Inc. is committed to providing transparency to our investors and providing timely filings for our SEC reporting requirements. Click the links below to access the information that is available. Real Industry is under no obligation to update, supplement or remove outdated information other than as required by law or regulation. The information is also available at the SEC’s website http://www.sec.gov/.

    Date Filing Type Filing Description Download / View
    May 10, 2016 10-Q Quarterly Report
    March 15, 2016 10-K Annual Report
    November 9, 2015 10-Q Quarterly Report
    August 17, 2015 10-Q Quarterly Report
    August 11, 2015 NT 10-Q Notification that Quarterly Report will be submitted late

    Investor Resources

    You may email your questions or comments to

    investor.relations@realindustryinc.com

     

    You may call us at:

    (805) 435-1255

    or fax us at:

    (818) 647-0328
     

    If you would like to write us, our address is:



    Real Industry, Inc.
    c/o Investor Relations Department
    15301 Ventura Boulevard, Suite 400
    Sherman Oaks, CA 91403

    Frequently Asked Questions

    Where are Real Industry's headquarters located?

    The Company is located in Sherman Oaks, California.

    Our mailing address is:
    Real Industry, Inc.
    15301 Ventura Boulevard, Suite 400
    Sherman Oaks, CA 91403

    back to Main Menu

    Where is Real Industry incorporated?

    Real Industry is incorporated with the Office of the Secretary of State for the State of Deleware.

    back to Main Menu

    When was Real Industry, Inc. formed?

    Real Industry is the corporate successor to Fremont General Corporation ("FGC"), which was a publicly traded financial services holding company. Fremont General filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in June 2008 and emerged from bankruptcy proceedings in June 2010 as “Signature Group Holdings, Inc.,” pursuant to a plan of reorganization confirmed by the bankruptcy Court. The Company changed its name to Real Industry, Inc. in May 2015.

    back to Main Menu

    When does Real Industry's fiscal year end?

    Real Industry's fiscal year ends on December 31.

    back to Main Menu

    Who are Real Industry's independent accountants?

    Real Industry’s independent accountant is Ernst & Young, LLP.

    back to Main Menu

    What stock exchange is Real Industry listed on and what is the ticker symbol?

    Real Industry’s common stock is traded on the Nasdaq under the symbol “RELY”.

    back to Main Menu

    Who is Real Industry’s transfer agent?

    Real Industry’s transfer agent is Computershare Trust Company, N.A.

    Computershare
    480 Washington Boulevard
    Jersey City, New Jersey 07310-1900
    (800) 522-6645 United States
    (201) 680-6578 Foreign
    (800) 231-5469 TDD for Hearing Impaired
    (201) 680-6610 TDD for Foreign Stockholders
    www.computershare.com

    back to Main Menu

    How do I contact Real Industry's Investor Relations department?

    You may email your questions or comments to investor.relations@realindustryinc.com. You may call us at (805) 435-1255 or fax us at (818) 647-0328.

    If you would like to write us, our address is:
    Real Industry, Inc.
    c/o Investor Relations Department
    15301 Ventura Boulevard, Suite 400
    Sherman Oaks, CA 91403

    back to Main Menu

    Email Address *
    Mailing Lists *

     
    Enter the code shown above.

    Email Address:  *

    Presentations

     
    There are no events scheduled at this time.

    Webcasts and Transcripts

     
    Q1 2016 Earnings Call
    May 11, 2016

    Speakers:

    • Craig Bouchard , Chairman of the Board and Chief Executive Officer of Real Industry
    • Kyle Ross , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Dial-in Numbers
    (877) 407-9163 (Toll-free U.S. & Canada)
    (412) 902-0043 (International)
    Q4-YE 2015 Earnings Call
    March 15, 2016

    Speakers:

    • Craig Bouchard , Chairman of the Board and Chief Executive Officer of Real Industry
    • Kyle Ross , Executive Vice President and Chief Financial Officer of Real Industry
    • Terry Hogan , President of Real Alloy
    Dial-in Numbers
    (877) 407-9163 (Toll-free U.S. & Canada)
    (412) 902-0043 (International)

    Press Articles

     

    Industry Articles

     

    Press Releases

    Real Alloy is the global market leader in third party aluminum recycling and specification alloy production. The Company converts aluminum scrap and by-products into reusable aluminum metal. Real Alloy Operates from 24 facilities strategically located in six countries across North America and Europe to serve customers throughout the region and support a customer-driven approach to aluminum recycling and metal supply.

    Real Alloy serves the entire aluminum industry in the regions we operate with a strong focus on serving customers’ needs. The Company’s ability to produce a wide range of alloys in multiple forms has made it a key supplier to the automotive, consumer packaging, aerospace, and the building and construction industries, among others.

    Cosmedicine was founded on the principle of uncovering ageless beauty by maintaining the integrity of the skin and supporting its natural healing process. The perfected formulas of the Gold Standard Collection use ingredients of the finest medical-grade quality, selected to minimize preservatives and eliminate traces of pesticides and other toxins. Our formulator’s life’s work has been to understand and enhance the body’s inherent healing abilities through cosmetic skincare. After discovering how to unlock the skin’s natural barrier, he crafted formulas with a fundamental focus on healing. Every rejuvenating application provides vital nourishment designed for seamless absorption.

    Contact

    • Real Industry, Inc.
    • 15301 Ventura Boulevard, Suite 400
    • Sherman Oaks, CA 91403
    • Main Number - 805 409-4340
    • Investor Relations Number - 805 435-1255