8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report: March 20, 2018

Real Industry, Inc.

Delaware	001-08007	46-3783818
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3700 Park East Drive, Suite 300

Beachwood, OH 44122

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (805) 435-1255

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

1

.03

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on November 17, 2017, Real Industry, Inc. (the “Company”), Real Alloy Intermediate Holding, LLC (“RAIH”), Real Alloy Holding, Inc. (“Real Alloy”) and certain of Real Alloy’s wholly-owned U.S. subsidiaries (collectively with RAIH and Real Alloy, the “Real Alloy Debtors,” and the Real Alloy Debtors with the Company, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Chapter 11 cases are being jointly administered under the caption “In re Real Industry, Inc., et al.”, Case No. 17-12464, in the Bankruptcy Court (the “Chapter 11 Proceedings”). The Debtors continue to operate their business and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions and orders of the Bankruptcy Code.

Monthly Operating Report

On March 20, 2018, the Debtors filed their unaudited monthly operating report for the period from February 1, 2018 to February 28, 2018 (the “Monthly Operating Report”) with the Bankruptcy Court in the Chapter 11 Proceedings.  A copy of this report is contained in the attached Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibits hereto) shall not be deemed to be an admission as to the materiality of any information required to be disclosed herein.

Notice of Credit Bid Amount and Cancellation of Auction

In connection with the debtor-in-possession (“DIP”) financing obtained by the Real Alloy Debtors, the Real Alloy Debtors agreed to pursue a sale of substantially all of their assets pursuant to Section 363 of the Bankruptcy Code (a “Section 363 Sale”).  As previously announced, an ad hoc group of holders of Real Alloy’s secured notes agreed to provide a credit bid for substantially all of Real Alloy’s assets and negotiated a form of asset purchase agreement with Real Alloy (the “APA”), which was filed in draft form with the Bankruptcy Court on March 8, 2018.  This bid was subject to Real Alloy’s receipt of higher and better offers prior to the bid deadline of 4 pm Eastern on March 19, 2018, and conduct of an auction scheduled for March 27, 2018 related to such offers (the “Auction”). 

On March 21, 2018, Real Alloy filed a notice with the Bankruptcy Court (the “Notice”) announcing, among other things, that it had not received an offer with terms superior to those contained within the APA by such deadline, and that the Auction was cancelled. Further, the Notice disclosed the value of the purchase price terms in the credit bid by the noteholder purchasers, namely total purchase consideration valued by the Debtors at approximately $364 million, plus the assumption of certain liabilities.  On March 23, 2018, the Debtors filed an execution version of the APA with the Bankruptcy Court.  The APA remains subject to Bankruptcy Court approval and there can be no assurance as to when the closing of the transactions under the APA will occur, if at all. The foregoing description of the Notice does not purport to be complete and is qualified in its entirety by reference to the Notice attached hereto respectively as Exhibit 99.2 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and in Exhibits 99.1  and 99.2 furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Cautionary Note Regarding the Monthly Operating Report

The Monthly Operating Report has been prepared by the Debtors solely for the purpose of complying with the monthly reporting requirements in the Chapter 11 Proceedings and is in a format acceptable to the United States Trustee. Any financial information contained therein is limited in scope and covers a limited time period. Such information is preliminary and unaudited, and is not prepared in accordance with U.S. generally accepted accounting principles (GAAP).

.03

Cautionary Note Regarding the Company’s Common Stock

The Company cautions that trading in its securities during the pendency of the Chapter 11 Proceedings is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of such securities in the Chapter 11 Proceedings.

Additional Information on the Chapter 11 Proceedings

Court filings and other information related to the court-supervised proceedings are available at a website administered by the Company’s claims agent, Prime Clerk, at https://cases.primeclerk.com/realindustry.  Additional information on Real Industry can be found at its website www.realindustryinc.com.  

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, which are based on our current expectations, estimates, and projections about the businesses and prospects of the Company, Real Alloy and their subsidiaries (“we” or “us”), as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements discuss, among other matters: our financial and operational results, as well as our expectations for future financial trends and performance of our business in future periods; our strategy; risks and uncertainties associated with Chapter 11 proceedings; the negative impacts on our businesses as a result of filing for and operating under Chapter 11 protection; the time, terms and ability to confirm a Chapter 11 plan of reorganization for our businesses; the adequacy of the capital resources of our businesses and the difficulty in forecasting the liquidity requirements of the operations of our businesses; the unpredictability of our financial results while in Chapter 11 proceedings; our ability to discharge claims in Chapter 11 proceedings; negotiations with the bidder on a definitive agreement for the terms of purchase of Real Alloy and closing the negotiated transaction; receipts of other acquisition bids and negotiations with associated bidders; negotiations with the holders of Real Alloy’s senior secured notes, its asset-based facility lender, and its trade and other unsecured creditors; risks and uncertainties with performing under the terms of the Debtors’ debtor-in-possession (“DIP”) financing arrangements and any other arrangement with lenders or creditors while in Chapter 11 proceedings; the Debtors’ ability to operate our businesses within the terms of our respective DIP financing arrangements;  the forecasted uses of funds in the Debtors’ DIP budgets; negotiations with DIP lenders; the impact of Real Alloy’s Chief Restructuring Officer on its restructuring efforts and negotiations with creditors and other stakeholders in the Chapter 11 proceedings; our ability to retain employees, suppliers and customers as a result of Chapter 11 proceedings; the ability to pay any amounts under key employee incentive or retention plans adopted in connection with the Chapter 11 proceedings; Real Alloy’s ability to conduct business as usual in the United States and worldwide; Real Alloy’s ability to continue to serve customers, suppliers and other business partners at the high level of service and performance they have come to expect from Real Alloy; our ability to continue to pay suppliers and vendors;  our ability to fund ongoing business operations through the applicable DIP financing arrangements; the use of the funds anticipated to be received in the DIP financing arrangements;  the ability to control costs during Chapter 11 proceedings; the risk that our Chapter 11 proceedings may be converted to cases under Chapter 7 of the Bankruptcy Code; the ability of the Company to preserve and utilize the NOLs following Chapter 11 proceedings; the Company’s ability to secure operating capital; the Company’s ability to take advantage of opportunities to acquire assets with upside potential; the Company’s ability to execute on its strategic plan to evaluate and close potential M&A opportunities; our long-term outlook; our preparation for future market conditions; statements regarding the anticipation of the Company that it will file its Annual Report Form 10-K within 15 calendar days of the prescribed due date; statements regarding the Company’s intention to continue to file Current Reports on Form 8-K that include unaudited monthly operating reports and statements regarding the information to be included in such monthly reports; and any statements or assumptions underlying any of the foregoing. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Important factors that may cause such differences include, but are not limited to, the decisions of the bankruptcy court; negotiations with Real Alloy’s debtholders,  our creditors and any committee approved by the bankruptcy court;  negotiations with lenders on the definitive DIP financing, equity investment and post-emergence credit facility documents; negotiations with the purchasers of the Real Alloy business in the Section 363 Sale; the Company’s ability to meet the closing conditions of its DIP financing, equity investment or post-emergence credit facilities; the Debtors’ ability to meet the requirements, and compliance with the terms, including restrictive covenants, of their respective DIP financing arrangements and any other financial arrangement while in Chapter 11 proceedings; changes in our operational or cash needs from the assumptions underlying our DIP budgets and forecasts; changes in our cash needs as compared to our historical operations or our planned reductions in operating expense; adverse litigation; changes in domestic and international demand for recycled aluminum; the cyclical nature and general health of the aluminum industry and related industries; commodity and scrap price fluctuations and our ability to enter into effective commodity derivatives or arrangements to effectively manage our exposure to such commodity

price fluctuations; inventory risks, commodity price risks, and energy risks associated with Real Alloy’s buy/sell business model; the impact of tariffs and trade regulations on our operations; the impact of the recently approved U.S. tax legislation and any other changes in U.S. or non-U.S. tax laws on our operations or the value of our NOLs; our ability to successfully identify, acquire and integrate additional companies and businesses that perform and meet expectations after completion of such acquisitions; our ability to achieve future profitability; our ability to control operating costs and other expenses; that general economic conditions may be worse than expected; that competition may increase significantly; changes in laws or government regulations or policies affecting our current business operations and/or our legacy businesses; the Company’s ability to devote sufficient personnel and resources to complete the work necessary to prepare and file the Company’s Annual Report on Form 10-K, as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Real Industry, Inc.’s Forms 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 10, 2017, August 8, 2017 and November 9, 2017 and Form 10-K filed with the SEC on March 13, 2017, and similar disclosures in subsequent reports filed with the SEC. 

Item 9.01 Financial Statements and Exhibits

(d) EXHIBITS.  The following exhibits are filed herewith:

Exhibit 99.1Monthly Operating Report to the Bankruptcy Court, dated March 20, 2018.

Exhibit 99.2Notice of Credit Bid Amount and Auction Cancellation, dated March 21, 2018.

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Monthly Operating Report to the Bankruptcy Court, dated March 20, 2018.
99.2	Notice of Credit Bid Amount and Auction Cancellation, dated March 21, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

anuayr
	REAL INDUSTRY, INC.
Date: March 26, 2018	By:	/s/ Kelly G. Howard
	Name:	Kelly G. Howard
	Title:	Executive Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

MONTHLY OPERATING REPORT

Submit copy of report to any official committee appointed in the case.

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached
Schedule of Cash Receipts and Disbursements	MOR-1
Schedule of Debtor Bank Account Balances	MOR-1b
Schedule of Professional Fees and Expenses Paid	MOR-1c
Copies of bank statements		Available to the U.S. Trustee upon request.
Cash disbursements journals		Available to the U.S. Trustee upon request.
Statement of Operations	MOR-2
Balance Sheet	MOR-3
Summary of unpaid post-petition debts	MOR-4
Accounts Receivable Aging	MOR-5
Debtor Questionnaire	MOR-5

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Michael J. Hobey	3/20/2018
Signature of Authorized Individual*	Date
Michael J. Hobey	President and Interim CEO
Printed Name of Authorized Individual	Title of Authorized Individual

*Authorized individual must be an officer, director, or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

IN THE UNITED STATES BANKRUPTCY

COURT

FOR THE DISTRICT OF DELAWARE

	)
In re:	)	Chapter 11
	)
REAL INDUSTRY, INC., et al.	)	Case No. 17-12464 (KJC)
	)
Debtors.1	)	(Jointly Administered)

CERTIFICATION REGARDING POST-PETITION BANK

ACCOUNT RECONCILIATIONS AND COMPLIANCE AND

PAYMENT OF POST-PETITION TAXES

I, Michael J. Hobey,  President and Interim Chief Executive Officer of Real Industry, Inc. and its affiliated debtors and debtors-in-possession (collectively, the “Debtors”), hereby certifies as follows:

1. Attached to MOR-1 is a listing of the Debtors’ bank accounts, by account number, and the closing balances. These accounts are reconciled monthly in accordance with the Debtors’ ordinary course accounting practices and, together with the Debtors’ bank statements and cash disbursements journals,  are available to the United States Trustee upon request.

2. To the best of my knowledge and belief, the Debtors are current on all post-petition taxes, and no post-petition tax amounts are past due.

/s/ Michael J. Hobey	3/20/2018
Michael J. Hobey	Date
President and Interim Chief Executive Officer

1 The Debtors in the above-captioned chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Real Industry, Inc. (3818), Real Alloy Intermediate Holding, LLC (7447), Real Alloy Holding, Inc. (2396), Real Alloy Recycling, Inc. (9798), Real Alloy Bens Run, LLC (3083), Real Alloy Specialty Products, Inc. (9911), Real Alloy Specification, Inc. (9849), ETS Schaefer, LLC (9350), and RA Mexico Holding, LLC (4620).  The principal place of business for the Real Alloy Debtors is 3700 Park East Drive, Suite 300, Beachwood, Ohio 44122.

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

General Notes

This Monthly Operating Report ("MOR") has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in these bankruptcy cases. The financial information contained herein is unaudited, preliminary in nature, and, as discussed below, not prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Such financial statements represent the Debtors’ good faith attempt to comply with the requirements of the United States Trustee using resources available. This information is specifically limited to the reporting period and limited in scope to the requirements of this report. These unaudited financial statements have not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon application of such procedures, the Debtors believe that the financial information could be subject to changes which could be material. Certain totals may not sum due to rounding.

The results of operations contained herein are not necessarily indicative of the results which may be expected from any other period or for the full year and may not necessarily reflect the results of operations, financial position and schedule of receipts and disbursements in the future. The amounts in MOR 3 currently classified as liabilities subject to compromise may be subject to future change as the Debtors complete their analysis of pre and post-petition liabilities, including the reconciliation of intercompany balances. The Debtors caution readers not to place undue reliance on the MOR. There can be no assurance that such information is complete and the MOR may be subject to revision.

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS

											Real Alloy
			Real Alloy						Real Alloy		Specialty		Real Alloy						Total Filer		Total Filer
	Real Industry,		Intermediate		Real Alloy		Real Alloy		Bens Run,		Products,		Specification,		ETS Schaefer,		RA Mexico		(Month Ended		(Cumulative Since
	Inc		Holding, LLC		Holding, Inc.		Recycling, Inc.		LLC		Inc.		Inc.		LLC		Holding, LLC		02/28/2018)		Filing)		Notes
Beginning Cash Balance (Book)	$	6,219,676	$	-	$	-	$	8,075,754	$	-	$	-	$	-	$	(79,732)	$	-	$	14,215,698	$	4,663,014
Cash Receipts		6,487		-		-		18,840,213		-		1,507,147		29,024,550		759,444		-		50,137,841		173,298,777
Interest Income		94		-		-		5		-		-		-		-		-		99		525
Total Receipts		6,581		-		-		18,840,217		-		1,507,147		29,024,550		759,444		-		50,137,940		173,299,302
Cash Disbursements
Metals		-		-		-		(14,321,148)		-		(1,331,648)		(23,078,762)		(208,727.11)		-		(38,940,285)		(123,157,724)
Wages, Payroll, HR & Related		(135,317)		-		-		(4,782,140)		(5,348)		(123,461)		(1,543,085)		(152,445)		-		(6,741,796)		(22,524,000)
Interco w/Canada		-		-		-		(592,318)		-		-		-		-		-		(592,318)		(1,629,104)
Freight		-		-		-		(1,456,002)		-		(56,597)		(1,084,985)		(9,987.08)		-		(2,607,570)		(7,288,869)
Flux		-		-		-		(695,847)		-		-		(177,918)		-		-		(873,765)		(2,995,278)
Banking & Financial		(8,469)		-		(37,360)		(686,556)		-		(4,687)		(55,619)		-		-		(792,690)		(3,070,220)
Packaging & Storage		-		-		-		(20,530)		-		(12,009)		(6,259)		-		-		(38,798)		(460,474)
Industrial Waste		-		-		-		(502,972)		(28)		(4,789)		(19,496)		-		-		(527,285)		(1,370,852)
Interco w/Goodyear		-		-		-		(194,129)		-		-		-		-		-		(194,129)		(756,425)
Insurance		(149,657)		-		-		(565,156)		-		-		(20,990)		-		-		(735,803)		(1,309,674)
SG&A & Other		(103,151)		-		(86,491)		(1,150,893)		(7,679)		(66,046)		(394,777)		(124,668)		-		(1,933,706)		(5,204,325)
Tax Authority		-		-		(225)		(367,264)		(18,634)		(9,701)		(25,752)		(170.00)		-		(421,747)		(689,642)
Equipment, Parts, Supplies & Related		-		-		-		(1,352,096)		-		(93,090)		(696,983)		-		-		(2,142,169)		(4,383,293)
Construction/Fabrication		-		-		-		(209,997)		-		(1,699)		(16,058)		-		-		(227,755)		(593,044)
Chemicals & Lubricants		-		-		-		(436,750)		-		(2,592)		(126,151)		-		-		(565,493)		(1,147,215)
Cleaning & Waste Management		-		-		-		(177,301)		-		(1,139)		(23,133)		-		-		(201,573)		(587,282)
Utilities		-		-		(303)		(951,736)		(184)		(40,611)		(979,366)		(4,272)		-		(1,976,472)		(4,458,904)
Total Operating Disbursements		(396,593)		-		(124,379)		(28,462,834)		(31,874)		(1,748,070)		(28,249,334)		(500,269)		-		(59,513,354)		(181,626,323)	(A)
Restructuring Related Disbursements
Professional Fees		(7,505)		-		(879,160)		-		-		-		-		-		-		(886,664)		(2,424,293)
Adequate Assurance Deposit		-		-		-		-		-		-		-		-		-		-		(2,102,947)
Deposit - Derivatives		-		-		-		-		-		-		-		-		-		-		(2,500,000)
US Trustee Fees		-		-		-		-		-		-		-		-		-		-		(76,975)
Total Restructuring Related Disbursements		(7,505)		-		(879,160)		-		-		-		-		-		-		(886,664)		(7,104,215)	(A)
Net Cash Flow Prior to Financing Activities		(397,517)		-		(1,003,539)		(9,622,617)		(31,874)		(240,922)		775,215		259,175		-		(10,262,079)		(15,431,236)
Financing Activities
DIP Term Loan Borrowings		1,500,000		-		-		-		-		-		-		-		-		1,500,000		45,500,000
DIP Term Loan Fees and Interest		-		-		-		(357,778)		-		-		-		-		-		(357,778)		(5,762,222)	(A)
DIP ABL Borrowings		-		-		-		60,500,000		-		-		-		-		-		60,500,000		193,972,151
DIP ABL Paydown		-		-		-		(51,322,051)		-		-		-		-		-		(51,322,051)		(113,754,105)	(A)
DIP ABL Fees and Interest		-		-		-		(306,394)		-		-		-		-		-		(306,394)		(1,791,716)	(A)
Pre-Petition ABL Paydown		-		-		-		-		-		-		-		-		-		-		(93,297,972)	(A)
Pre-Petition Fees and Interest		-		-		-		-		-		-		-		-		-		-		(130,518)	(A)
Total Financing Activities		1,500,000		-		-		8,513,777		-		-		-		-		-		10,013,777		24,735,618
Net Cash Flow		1,102,483		-		(1,003,539)		(1,108,840)		(31,874)		(240,922)		775,215		259,175		-		(248,302)		9,304,382
Cash Sweep		-		-		1,003,539		(499,538)		31,874		240,922		(775,215)		(1,582)		-		-		-
Ending Cash Balance (Book)	$	7,322,159	$	-	$	-	$	6,467,376	$	-	$	-	$	-	$	177,861	$	-	$	13,967,396	$	13,967,396
Disbursements for Calculating Quarterly US Trustee Fees. [sum of Notes (A)]	$	404,098	$	-	$	1,003,539	$	80,449,058	$	31,874	$	1,748,070	$	28,249,334	$	500,269	$	-	$	112,386,242	$	403,467,072

Notes:

(A) In the November 2017 Monthly Operating Report ("MOR"), the Debtors reported two bank account balances totaling $122,182 as accounts of the Debtors that subsequently were determined to be non-debtor bank accounts. The beginning cash balances have been adjusted to reflect this correction.

MOR-1: Schedule of Receipts and Disbursements

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

SCHEDULE OF DEBTOR BANK ACCOUNT BALANCES*

												Real Alloy
				Real Alloy						Real Alloy		Specialty		Real Alloy				RA Mexico
				Intermediate		Real Alloy		Real Alloy		Bens Run,		Products,		Specification,		ETS Schaefer,		Holding,
Bank Account	Bank	Real Industry, Inc		Holding, LLC		Holding, Inc.		Recycling, Inc.		LLC		Inc.		Inc.		LLC		LLC		Consolidated
xxxxx09712 - ETS Schaefer LLC Receipts	Bank of America																29,466			$	29,466
xxxxx31011 - ETS Schaefer LLC Disbursements	Bank of America																90,115			$	90,115
xxxxx31030 - Real Alloy Recycling Inc Payroll Account	Bank of America								192,324											$	192,324
xxxxx31016 - Real Alloy Recycling Inc Accounts Payable	Bank of America								848,766											$	848,766
xxxxx09675 - Real Alloy Recycling Inc 3rd Party Funding Account	Bank of America								213,170											$	213,170
xxxxx09656 - Real Alloy Recycling Inc Receivables Account	Bank of America								672,735											$	672,735
xxxxx09651 - Real Alloy Recycling Inc Concentration Account	Bank of America								84,920											$	84,920
xxxxx09670 - Real Alloy Recycling Inc Adequate Assurance Account	Bank of America								1,295,144											$	1,295,144
xxxxx75014 - Real Alloy Holding, Inc Corp Trust (GBP)	Bank of America						145,804													$	145,804
xxxxx75022 - Real Alloy Holding, Inc Corp Trust (EUR)	Bank of America						55,563													$	55,563
xxxxxx4386 - Real Alloy Recycling Inc Concentration Account	Wintrust								1,559											$	1,559
xxxxxx87819 - Real Alloy Holding, Inc Bondholder Escrow Account	JP Morgan Chase						4,999,975													$	4,999,975
xxxxx23243 - Real Industry Inc Collateral Account for Letter of Credit	Wells Fargo		722,279																	$	722,279
xxxxx96415 - Real Industry, Inc	Wells Fargo		6,626,121																	$	6,626,121
		$	7,348,399	$	-	$	5,201,341	$	3,308,617	$	-	$	-	$	-	$	119,581	$	-	$	15,977,939

*Balances per bank records as of February 28, 2018.

MOR-1b: Schedule of Bank Account Balances

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID

											CUMULATIVE PAID
					CHECK		AMOUNT PAID				SINCE PETITION DATE
PAYEE	PERIOD	AMOUNT		PAYOR	NUMBER	DATE	FEES		EXPENSES		FEES		EXPENSES
Alvarez & Marsal Securities, LLC	Feb -18	$	139,293	Real Alloy Holding, Inc	Wire	Feb-27-2018	$	125,000	$	14,293	$	376,172	$	18,437
Berkeley Research Group, LLC	Feb -18		-	Real Alloy Holding, Inc								130,868		7,765
Latham & Watkins LLP	Feb -18		286,580	Real Alloy Holding, Inc	Wire	Feb-08-2018		284,402		2,178		731,676		56,761
Prime Clerk	Feb -18		161,079	Real Alloy Holding, Inc	ACH	Feb-08-2018		140,000		21,079		190,000		21,079
Brown Ruddick	Feb -18		-	Real Alloy Holding, Inc								277,851		7,332
Young Conaway Stargatt & Taylor, LLP	Feb -18		-	Real Alloy Holding, Inc								23,485		623
Goldberg Kohn Bell Black	Feb -18		-	Real Alloy Holding, Inc								141,945		-
Environmental Resources Management	Feb -18		152,000	Real Alloy Holding, Inc	1100041006	Feb-08-2018		152,000		-		289,000		-
Dorsey & Whitney	Feb -18		140,208	Real Alloy Holding, Inc	1100041005	Feb-08-2018		139,805		403		139,805		403
Smartroom	Feb -18		-	Real Alloy Holding, Inc				-		-		3,587		-
Prime Clerk	Feb -18		7,505	Real Industry, Inc				7,505		-		7,505		-
		$	886,664				$	848,711	$	37,954	$	2,311,892	$	112,401

MOR-1c: Schedule of Professional Fees and Expenses Paid

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

CONSOLIDATING STATEMENT OF OPERATIONS

	Total Filer						Real Alloy						Real Alloy		Real Alloy								Total Filer
	(Month Ended				Real Industry,		Intermediate		Real Alloy Holding,		Real Alloy		Specification,		Specialty		ETS Schaefer,		Real Alloy Bens		RA Mexico		(Cumulative
	02/28/2018)		Eliminations		Inc		Holding, Inc.		Inc.		Recycling, Inc.		Inc.		Products, Inc.		LLC		Run, LLC		Holding, LLC		Since Filing)
Gross Revenue	$	51,543,852	$	(9,211,401)	$	5,581	$	-	$	-	$	27,381,128	$	31,285,540	$	1,516,194	$	566,810	$	-	$	-	$	176,061,829
Total Cost of Sales		50,183,011		(9,211,401)		-		-		-		27,044,902		30,454,105		1,350,410		529,517		15,478		-		168,431,653
Gross Profits		1,360,841		-		5,581		-		-		336,226		831,435		165,784		37,293		(15,478)		-		7,630,176
Total SGA Expenses		3,668,018		-		509,322		-		457,170		2,425,651		204,368		58,933		12,574		-		-		14,488,159
Total (Gains) Losses on Derivative Financial Instruments		-		-		-		-		-		-		-		-		-		-		-		(16,691)
Other Operating (Income) Expense - Net		-		-		-		-		-		-		-		-		-		-		-		64,860
Operating Income (Loss)		(2,307,177)		-		(503,741)		-		(457,170)		(2,089,425)		627,067		106,851		24,719		(15,478)		-		(6,906,152)
Net Interest Expense & Fees		3,437,541		-		-		-		1,655,097		1,776,797		5,133		491		23		-		-		12,190,489
Total Foreign Currency Gains/Losses		1,242,825		-		-		-		1,253,053		(10,228)		-		-		-		-		-		(1,335,430)
Net Mgmt Fee Expense (Income)		223,043		-		-		-		-		223,043		-		-		-		-		-		687,829
Other Expenses		-		-		-		-		-		-		-		-		-		-		-		(182)
Income Before Taxes		(7,210,586)		-		(503,741)		-		(3,365,320)		(4,079,037)		621,934		106,360		24,696		(15,478)		-		(18,448,858)
Income Tax Expenses		5,275		-		-		-		5,275		-		-		-		-		-		-		14,714
Net Income From Continuing Operations		(7,215,861)		-		(503,741)		-		(3,370,595)		(4,079,037)		621,934		106,360		24,696		(15,478)		-		(18,463,572)
Net Income From Discontinued Operations		-		-		-		-		-		-		-		-		-		-		-		-
Net Income/Loss Attributable to NCI		-		-		-		-		-		-		-		-		-		-		-		-
Net Income	$	(7,215,861)	$	-	$	(503,741)	$	-	$	(3,370,595)	$	(4,079,037)	$	621,934	$	106,360	$	24,696	$	(15,478)	$	-	$	(18,463,572)

MOR-2: Statement of Operations

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

CONSOLIDATING BALANCE SHEET

							Real Alloy						Real Alloy		Real Alloy						Real Alloy
							Intermediate		Real Alloy		Real Alloy		Specification,		Specialty		ETS Schaefer,		Real Alloy Bens		Mexico
	Total Filer		Eliminations		Real Industry, Inc.		Holding, Inc.		Holding, Inc.		Recycling, Inc.		Inc.		Products, Inc.		LLC		Run, LLC		Holding LLC
ASSETS
Current Assets:
Total Cash & Equivalents	$	13,967,396	$	-	$	7,322,159	$	-	$	-	$	6,467,376	$	-	$	-	$	177,861	$	-	$	-
Net Accounts Receivable		70,591,918		-		226		-		(44,291)		26,120,123		42,403,854		1,065,325		1,046,681		-		-
Total Current Interco Receivable		25,891,992		(606,075)		-		-		(44,981,349)		23,525,218		39,600,004		8,290,504		672,205		(608,515)		-
Net Inventories		67,238,712		-		-		-		-		22,828,849		39,274,841		4,514,584		620,438		-		-
Total Prepaid Expenses		14,216,197		-		576,012		-		10,000		7,564,993		6,000,902		64,290		-		-		-
Total Other Current Assets		12,885,684		-		-		-		803,371		8,895,873		2,830,516		355,924		-		-		-
Total Current Assets		204,791,899		(606,075)		7,898,397		-		(44,212,269)		95,402,432		130,110,117		14,290,627		2,517,185		(608,515)		-
Property, Plant & Equipment, Net		106,287,454		-		27,583		-		-		59,249,545		39,454,188		3,107,208		2,539,081		1,909,849		-
Other Intangibles, Net		-		-		-		-		-		-		-		-		-		-		-
Total Equity Investments in Subs		68,741,249		(509,628,414)		156,337,885		-		303,469,839		118,561,938		-		-		-		-		1
Total L/T Deferred Tax Assets		8,891,988		-		8,891,988		-		-		-		-		-		-		-		-
Total L/T Interco Receivable		86,936,781		(35,581,838)		28,442,264		-		58,494,517		35,581,838		-		-		-		-		-
Other L/T Assets, Net		8,655,986		-		890,786		-		-		7,073,481		683,135		7,948		-		636		-
Total Assets	$	484,305,358	$	(545,816,327)	$	202,488,904	$	-	$	317,752,087	$	315,869,234	$	170,247,440	$	17,405,783	$	5,056,266	$	1,301,970	$	1

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

							Real Alloy						Real Alloy		Real Alloy						Real Alloy
							Intermediate		Real Alloy		Real Alloy		Specification,		Specialty		ETS Schaefer,		Real Alloy Bens		Mexico
	Total Filer		Eliminations		Real Industry, Inc.		Holding, Inc.		Holding, Inc.		Recycling, Inc.		Inc.		Products, Inc.		LLC		Run, LLC		Holding LLC
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities:
Total Accounts Payable	$	24,733,976	$	-	$	114,799	$	-	$	213,326	$	12,907,475	$	10,642,730	$	624,964	$	217,988	$	12,694	$	-
Accrued & Other Current Liabilities (A)		9,481,256		-		1,866,168		-		253,333		5,406,181		1,688,949		94,235		144,937		27,453		-
Total F/V S/T Hedge Liab. Contracts		213,110		-		-		-		213,110		-		-		-		-		-		-
Toll Liability		3,980,571		-		-		-		-		173,653		3,806,918		-		-		-		-
Accrued Interest		5,100,410		-		-		-		4,911,111		189,299		-		-		-		-		-
Total Cur. Def. Tax Liability		-		-		-		-		-		-		-		-		-		-		-
Total Current Interco Payable		24,603,105		(605,336)		4,094		-		10,929,894		14,155,221		3,390,207		452,348		(3,723,323)		-		-
Current Maturities of L/T Debt		292,108,036		-		5,300,000		-		167,190,081		118,960,776		601,497		53,869		1,813		-		-
Liabilities of Discontinued Operations - Current		-		-		-		-		-		-		-		-		-		-		-
Total Current Liabilities		360,220,463		(605,336)		7,285,060		-		183,710,855		151,792,605		20,130,301		1,225,416		(3,358,585)		40,147		-
Total L/T Debt		2,022,522		-		-		-		-		1,224,100		724,920		67,991		5,511		-		-
Total L/T I/C Payable		(9,932,584)		(35,582,577)		-		-		25,359,981		290,011		1		-		-		-		-
Total Other L/T Liabilities (B)		10,161,977		-		-		-		-		4,214,055		5,850,272		72,650		25,000		-		-
Total L/T Liabilities		2,251,915		(35,582,577)		-		-		25,359,981		5,728,166		6,575,193		140,641		30,511		-		-
Total Liabilities - Subject to Compromise - External		217,539,378				30,590,455		-		146,922,891		19,497,568		19,078,432		876,374		546,368		27,290		-
Total Liabilities - Subject to Compromise – Internal		-		-		-		-		-		-		-		-		-		-		-
Total Liabilities - Subject to Compromise		217,539,378		-		30,590,455		-		146,922,891		19,497,568		19,078,432		876,374		546,368		27,290		-
Total Liabilities		580,011,756		(36,187,913)		37,875,515		-		355,993,727		177,018,339		45,783,926		2,242,431		(2,781,706)		67,437		-
Stockholders' Equity:
Common Stock - Total		29,807		-		29,807		-		-		-		-		-		-		-		-
Additional Paid-In Capital - Total		545,263,660		(509,628,414)		545,263,660		-		173,259,645		222,511,312		99,016,761		8,906,982		3,940,748		1,992,965		1
Retained Earnings		(630,065,762)		-		(380,680,078)		-		(200,567,182)		(83,660,417)		25,446,753		6,256,370		3,897,224		(758,432)		-
Total Other Comprehensive Income/(Loss)		(10,934,103)		-				-		(10,934,103)		-		-		-		-		-		-
Total Stockholders' Equity		(95,706,399)		(509,628,414)		164,613,388		-		(38,241,640)		138,850,895		124,463,514		15,163,352		7,837,972		1,234,533		1
Total Liabilities & Equity	$	484,305,358	$	(545,816,327)	$	202,488,904	$	-	$	317,752,087	$	315,869,234	$	170,247,440	$	17,405,783	$	5,056,266	$	1,301,970	$	1

Notes:

(A) Includes certain prepetition claims for wages and taxes approved by the Court and costs related to potential future environmental remediation.

(B) Includes costs related to potential future environmental remediation and tax liabilities.

MOR-3: Balance Sheet

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

SUMMARY OF UNPAID POST-PETITION DEBTS

	Current
Accounts Payable	$	24,733,975

MOR-4: Summary of Unpaid Post-Petition Debts

In re: Real Industry, Inc., et al.	Case No. 17-12464 (KJC)
Debtors	Reporting Period: February 1, 2018 – February 28, 2018

ACCOUNTS RECEIVABLE AGING

	0-30 Days		31-60 Days		61-90 Days		91 Days +		Total
Accounts Receivable Aging
Accounts Receivable	$	68,733,816	$	235,581	$	1,577,174	$	539,319	$	71,085,889
Unapplied Funds										(202,971)
Allowance for Doubtful Accounts										(291,000)
									$	70,591,918

DEBTOR QUESTIONNAIRE

Must be completed each month	Yes	No
1.  Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.		X
2.  Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.		X
3.  Have all post petition tax returns been timely filed? If no, provide an explanation below.	X
4.  Are workers compensation, general liability and other necessary insurance coverages in effect?  If no, provide an explanation below.	X
5.  Has any bank account been opened during the reporting period?  If yes, provide documentation identifying the opened account(s).  If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. (1)		X

MOR-5: Accounts Receivable Aging AND Debtor Questionnaire

EX-99.2

EXHIBIT 99.2

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

	)
In re:	)	Chapter 11
	)
REAL INDUSTRY, INC., et al. 1	)	Case No. 17-12464 (KJC)
	)
Debtors.	)	Jointly Administered
	)	Related to Docket No. 176, 545, 550

NOTICE OF CREDIT BID AMOUNT AND
CANCELLATION OF AUCTION

PLEASE TAKE NOTICE that on December 19, 2017, the United States Bankruptcy Court for the District of Delaware (the “Court”) entered the Order (I) Establishing Bidding Procedures Relating to the Sale of Assets, (II) Establishing Procedures Relating to the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, Including Notice of Proposed Cure Amounts, (III) Establishing Procedures in Connection with the Selection and Protections Afforded to Any Stalking Horse Bidders, (IV) Approving Form and Manner of Notice Relating Thereto, (V) Scheduling a Hearing to Consider the Proposed Sale, and (VI) Granting Related Relief [Docket No. 176] (the “Bidding Procedures Order”)2 in the above-captioned chapter 11 cases of Real Industry, Inc. (“Real Industry”) and its affiliated debtors and debtors-in-possession (collectively, the “Debtors”).

PLEASE TAKE FURTHER NOTICE that  on March 7, 2018, the Required DIP Noteholders, the Debtors, and the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) agreed upon the terms of an asset purchase agreement documenting the terms of a cash and credit bid for substantially all of the Assets (the “Asset Purchase Agreement”) and a proposed form of order (the “Proposed Sale Order”) authorizing, among other things, the Debtors’ entry into the Asset Purchase Agreement. 

PLEASE TAKE FURTHER NOTICE that on March 8, 2018, the Debtors filed the Notice of Asset Purchase Agreement and Proposed Sale Order [Docket No. 545] (the “APA Notice”).  Substantially final proposed forms of the Asset Purchase Agreement and Proposed Sale Order were attached to the APA Notice as Exhibits A and B, respectively.

_____________

1 The Debtors in the above-captioned chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are Real Industry, Inc. (3818), Real Alloy Intermediate Holding, LLC (7447), Real Alloy Holding, Inc. (2396), Real Alloy Recycling, Inc. (9798), Real Alloy Bens Run, LLC (3083), Real Alloy Specialty Products, Inc. (9911), Real Alloy Specification, Inc. (9849), ETS Schaefer, LLC (9350), and RA Mexico Holding, LLC (4620).  The principal place of business for the Debtors is 3700 Park East Drive, Suite 300, Beachwood, Ohio 44122.

2 Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Bidding Procedures Order or the Asset Purchase Agreement, as applicable.

PLEASE TAKE FURTHER NOTICE that on March 8, 2018, the Debtors filed the Notice of Filing of Schedules to Asset Purchase Agreement [Docket No. 550] (the “APA Schedules Notice”).  The Debtors’ initial proposed disclosure schedules to the Asset Purchase Agreement (the “Disclosure Schedules”) were attached to the APA Schedules Notice as Exhibit 1.

PLEASE TAKE FURTHER NOTICE that the Required DIP Noteholders and the Debtors have agreed to  a total purchase consideration valued by the Debtors at approximately $364 million, plus the assumption of certain liabilities.  Specifically, as set forth in Section 3.1(a) of the Asset Purchase Agreement, the Purchase Price consists of (a) Purchaser’s assumption (or assumption by one or more Purchaser Designee(s)) of the Assumed Liabilities; (ii) a cash payment equal to the sum of (A) an amount equal to, and used to pay and discharge, the DIP ABL Obligations, plus (B) an amount equal to, and used to pay and discharge, (x) the New Money DIP Notes Obligations and (y) the administrative claims set forth in Schedule 3.1(a) to the Asset Purchase Agreement, plus (C) an amount equal to, and used to pay and discharge, the aggregate Cure Amounts for the Assumed Contracts as of March 27, 2018, plus (D) without duplication, an amount equal to, and used to pay and discharge, the administrative claims set forth in Schedule 3.1(a) to the Asset Purchase Agreement (to the extent not borrowed and paid from proceeds of the New Money DIP Notes Obligations); and (iii) the Credit Bid in an amount equal to $183,470,000 as of the Effective Date (the “Credit Bid Amount”).

PLEASE TAKE FURTHER NOTICE that, as of March 19, 2018 at 4:00 p.m. (prevailing Eastern Time), which is the Bid Deadline, the Debtors had not received any bids for which the value of the purchase price set forth in such bid with respect to the Real Alloy Debtors’ Assets equaled at least the value of the Purchase Price.

PLEASE TAKE FURTHER NOTICE that,  in accordance with the Bidding Procedures Order, after consultation with the Consultation Parties, the Debtors are hereby providing notice that the Auction scheduled for March 27, 2018 at 10:00 a.m. (prevailing Eastern Time) has been

cancelled.

PLEASE TAKE FURTHER NOTICE that the Bidding Procedures Order, the Asset Purchase Agreement, the Proposed Sale Order, the Disclosure Schedules, and certain other documents relevant to the sale of the Assets, may be obtained free of charge on a website maintained by the Debtors’ claims and noticing agent, Prime Clerk LLC, which can be found at www.primeclerk.com/realindustry/.

[remainder of page left intentionally blank]

2

Dated:March 21,  2018	/s/ Monique B. DiSabatino
Wilmington, Delaware	Mark Minuti (DE Bar No. 2659) Monique B. DiSabatino (DE Bar No. 6027) SAUL EWING ARNSTEIN & LEHR LLP 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, Delaware 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 mark.minuti@saul.com monique.disabatino@saul.com -and- Sharon L. Levine (admitted pro hac vice) SAUL EWING ARNSTEIN & LEHR LLP 1037 Raymond Boulevard, Suite 1520 Newark, New Jersey 07102 Telephone: (973) 286-6718 Facsimile: (973) 286-6821 sharon.levine@saul.com
	-and-
	Gary S. Lee (admitted pro hac vice) Jennifer L. Marines (admitted pro hac vice) Mark A. Lightner (admitted pro hac vice) Benjamin Butterfield (admitted pro hac vice) MORRISON & FOERSTER LLP 250 West 55th Street New York, New York 10019 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 glee@mofo.com jmarines@mofo.com mlightner@mofo.com bbutterfield@mofo.com
	Counsel for Debtors and Debtors-in-Possession

3