EX-99.1 2 casl-ex991x093018.htm EXHIBIT 99.1 Exhibit
EXHIBIT 99.1

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A.M. CASTLE & CO.
1420 Kensington Road
Suite 220
Oak Brook, IL 60523
P: (847) 455-7111
F: (847) 241-8171
 
For Further Information:

Brendan Geraghty
+1 (312) 297-7411
Email: Brendan.Geraghty@edelman.com

FOR IMMEDIATE RELEASE
TUESDAY NOVEMBER 13, 2018

 A. M. CASTLE & CO. REPORTS THIRD QUARTER RESULTS
Company reports continued strong sales and margins
OAK BROOK, IL, November 13, 2018 - A. M. Castle & Co. (OTCQB: CTAM) (the "Company" or "Castle"), a global distributor of specialty metal and supply chain solutions, today reported financial results for the third quarter of 2018.
Third Quarter 2018 Financial Highlights:
Achieved net sales of $148.1 million, a 20.2% year-over-year increase compared to $81.5 million and $41.7 million in the two-month Predecessor period ended August 31, 2017 and the one-month Successor period ended September 30, 2017, respectively, and down 1.5% from $150.4 million in the second quarter of 2018.
Reported net loss of $6.7 million, which included $8.7 million of interest expense, of which $5.7 million was non-cash related to long term debt held primarily by majority shareholders and $1.2 million was non-cash related to the over-funded pension plan. Net loss in the second quarter of 2018 was $8.5 million.
Achieved gross material margin of 25.1% compared to 22.2% and 24.5% in the Predecessor period and the Successor period, respectively, and down from 26.2% in the second quarter of 2018.
Achieved EBITDA of $2.3 million and adjusted EBITDA of $2.5 million, including foreign currency gains of $1.0 million and $0.5 million, respectively, up from EBITDA of $0.5 million and adjusted EBITDA of $2.2 million in the second quarter of 2018.
Adjusted EBITDA exceeded cash interest for the third consecutive quarter.
Chairman and CEO Steve Scheinkman commented, “We are very pleased to report continued EBITDA growth, and adjusted EBITDA that exceeded cash interest for the third consecutive quarter. Our quarterly net sales of $148 million were more than 20% higher than the prior year third quarter, driven by continued strong volume and pricing. We saw continued healthy demand and a positive pricing environment throughout the third quarter, and our sales and gross material margin momentum has continued into the fourth quarter. While we are cautious heading into the seasonally-slow year end months, when volumes are traditionally lower, we look forward to expanding on our recent positive operating performance.”
President Marec Edgar noted, “As we continue to grow our business, we will remain focused on increasing our efficiency to further improve our EBITDA. With our strengthening foundation and additional progress from our continuous improvement initiative, we are well-positioned for the next phase of profitable growth.”
Executive Vice President and CFO Pat Anderson added, “Our focus on improving profitability and liquidity is paying off. We continue to achieve adjusted EBITDA greater than our cash interest, and we are using cash to grow the business rather than to support the onerous capital structure that we had in the past.”
Presentation of Predecessor and Successor Financial Results
The Company adopted fresh-start reporting as of August 31, 2017, the date the Company's Amended Prepackaged Joint Chapter 11 Plan of Reorganization became effective and the Company emerged from its Chapter 11 cases (the "Effective Date"). As a result of the application of fresh-start reporting, the Company’s financial statements for periods prior to the Effective Date are not comparable to those for periods subsequent to the Effective Date. References to “Successor” refer to the Company on or after the

EX-1-


Effective Date. References to “Predecessor” refer to the Company prior to the Effective Date. Operating results for the Successor and Predecessor periods are not necessarily indicative of the results to be expected for a full fiscal year. References such as the “Company,” “we,” “our” and “us” refer to A.M. Castle & Co. and its subsidiaries, whether Predecessor and/or Successor, as appropriate.
About A. M. Castle & Co.
Founded in 1890, A. M. Castle & Co. is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. Its customer base includes many Fortune 500 companies as well as thousands of medium and smaller-sized firms spread across a variety of industries. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, Castle and its affiliated companies operate out of 22 metals service centers located throughout North America, Europe and Asia. Its common stock is traded on the OTCQB® Venture Market under the ticker symbol "CTAM".
Non-GAAP Financial Measures
This release and the financial information included in this release include non-GAAP financial measures, including any combination of and comparison to combined Predecessor and Successor results. The non-GAAP financial information should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Investors should recognize that these non-GAAP financial measures might not be comparative to similarly titled measures of other companies. However, we believe that non-GAAP reporting, giving effect to the adjustments shown in the reconciliation contained in this release and in the attached financial statements, provides meaningful information, and therefore we use it to supplement our GAAP reporting and guidance. Management often uses this information to assess and measure the performance of our business. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analysis of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the reconciliations and to assist with period-over-period comparisons of such operations. The exclusion of the charges indicated herein from the non-GAAP financial measures presented does not indicate an expectation by the Company that similar charges will not be incurred in subsequent periods.
In addition, the Company believes that the use and presentation of EBITDA, which is defined by the Company as loss before provision for income taxes plus depreciation and amortization, and interest expense, is widely used by the investment community for evaluation purposes and provides investors, analysts and other interested parties with additional information in analyzing the Company’s operating results. EBITDA, adjusted non-GAAP net loss and adjusted EBITDA are presented as the Company believes the information is important to provide investors, analysts and other interested parties additional information about the Company’s financial performance. Management uses EBITDA, adjusted non-GAAP net loss and adjusted EBITDA to evaluate the performance of the business.
Cautionary Statement on Risks Associated with Forward Looking Statements
Information provided and statements contained in this release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this release and the Company assumes no obligation to update the information included in this release. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy, and the cost savings and other benefits that we expect to achieve from our restructuring, as well as the anticipated increase in our borrowing capacity under our Credit Facility. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “predict,” “plan,” “should,” or similar expressions. These statements are not guarantees of performance or results, and they involve risks, uncertainties, and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include our ability to effectively manage our operational initiatives and implemented restructuring activities, the impact of volatility of metals prices, the impact of imposed tariffs and/or duties, the cyclical and seasonal aspects of our business, our ability to effectively manage inventory levels, and the impact of our substantial level of indebtedness, as well as including those risk factors identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which we filed on March 15, 2018. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future, to reflect the occurrence of unanticipated events or for any other reason.

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Condensed Consolidated Statements of Operations
Successor
 
 
Predecessor
(Dollars in thousands, except per share data)
Three Months
Ended
September 30, 2018
 
September 1, 2017
Through
September 30, 2017
As Adjusted*
 
 
July 1, 2017 Through
August 31, 2017
As Adjusted*
Unaudited
 
 
 
Net sales
$
148,109

 
$
41,725

 
 
$
81,518

Costs and expenses:
 
 
 
 
 
 
Cost of materials (exclusive of depreciation and amortization)
110,896

 
31,482

 
 
63,406

Warehouse, processing and delivery expense
21,092

 
5,972

 
 
12,277

Sales, general and administrative expense
16,871

 
5,141

 
 
10,455

Restructuring expense

 

 
 
398

Depreciation and amortization expense
2,227

 
502

 
 
2,391

Total costs and expenses
151,086

 
43,097

 
 
88,927

Operating loss
(2,977
)
 
(1,372
)
 
 
(7,409
)
Interest expense, net
8,746

 
1,805

 
 
3,409

Financial restructuring expense

 

 
 
424

Other (income) expense, net
(3,000
)
 
(2,770
)
 
 
(2,037
)
Reorganization items, net

 
128

 
 
(80,033
)
(Loss) income before income taxes
(8,723
)
 
(535
)
 
 
70,828

Income tax (benefit) expense
(2,068
)
 
286

 
 
(1,395
)
Net (loss) income
$
(6,655
)
 
$
(821
)
 
 
$
72,223

 
 
 
 
 
 
 
* Adjusted due to the adoption of ASU No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost."


EX-3-


Condensed Consolidated Statements of Operations Continued
Successor
 
 
Predecessor
(Dollars in thousands, except per share data)
Nine Months
Ended
September 30, 2018
 
September 1, 2017
Through
September 30, 2017
As Adjusted*
 
 
January 1, 2017 Through
August 31, 2017
As Adjusted*
Unaudited
 
 
 
Net sales
$
444,396

 
$
41,725

 
 
$
353,926

Costs and expenses:
 
 
 
 
 
 
Cost of materials (exclusive of depreciation and amortization)
331,861

 
31,482

 
 
266,495

Warehouse, processing and delivery expense
62,612

 
5,972

 
 
50,314

Sales, general and administrative expense
50,393

 
5,141

 
 
40,766

Restructuring expense

 

 
 
566

Depreciation and amortization expense
6,965

 
502

 
 
10,150

Total costs and expenses
451,831

 
43,097

 
 
368,291

Operating loss
(7,435
)
 
(1,372
)
 
 
(14,365
)
Interest expense, net
24,001

 
1,805

 
 
26,629

Financial restructuring expense

 

 
 
7,024

Unrealized loss on embedded debt conversion option

 

 
 
146

Other (income) expense, net
(7,101
)
 
(2,770
)
 
 
(8,436
)
Reorganization items, net

 
128

 
 
(74,531
)
(Loss) income before income taxes
(24,335
)
 
(535
)
 
 
34,803

Income tax (benefit) expense
(4,026
)
 
286

 
 
(1,387
)
Net (loss) income
$
(20,309
)
 
$
(821
)
 
 
$
36,190

 
 
 
 
 
 
 
* Adjusted due to the adoption of ASU No. 2017-07, "Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost."

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Reconciliation of Reported Net Loss to EBITDA and Adjusted EBITDA:
 
Successor
(Dollars in thousands)
 
Three Months
Ended
September 30, 2018
 
Nine Months
Ended
September 30, 2018
 
Three Months
Ended
June 30, 2018
 
Three Months
Ended
March 31, 2018
Unaudited
 
 
 
 
Net loss, as reported
 
$
(6,655
)
 
$
(20,309
)
 
$
(8,513
)
 
$
(5,141
)
Depreciation expense
 
2,227

 
6,965

 
2,362

 
2,376

Interest expense, net
 
8,746

 
24,001

 
8,129

 
7,126

Income tax benefit
 
(2,068
)
 
(4,026
)
 
(1,437
)
 
(521
)
EBITDA
 
2,250

 
6,631

 
541

 
3,840

Non-GAAP adjustments (a)
 
202

 
1,511

 
1,641

 
(332
)
Adjusted EBITDA
 
$
2,452

 
$
8,142

 
$
2,182

 
$
3,508

 
 
 
(a) Refer to "Reconciliation of Reported Net Loss to Adjusted Non-GAAP Net Loss" table for additional details on these amounts.
Reconciliation of Reported Net Loss to Adjusted Non-GAAP Net Loss:
 
Successor
(Dollars in thousands)
 
Three Months
Ended
September 30, 2018
 
Nine Months
Ended
September 30, 2018
 
Three Months
Ended
June 30, 2018
 
Three Months
Ended
March 31, 2018
Unaudited
 
 
 
 
Net loss, as reported
 
$
(6,655
)
 
$
(20,309
)
 
$
(8,513
)
 
$
(5,141
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Noncash compensation expense
 
721

 
2,063

 
696

 
646

Foreign exchange (gain) loss on intercompany loans
 
(519
)
 
(552
)
 
945

 
(978
)
Non-GAAP adjustments to arrive at Adjusted EBITDA
 
202

 
1,511

 
1,641

 
(332
)
Non-cash interest expense(a)
 
5,751

 
15,517

 
5,232

 
4,534

Total non-GAAP adjustments
 
5,953

 
17,028

 
6,873

 
4,202

Tax effect of adjustments
 

 

 

 

Adjusted non-GAAP net loss
 
$
(702
)
 
$
(3,281
)
 
$
(1,640
)
 
$
(939
)
(a) Non-cash interest expense for the three and nine months ended September 30, 2018 includes interest paid in kind of $3,617 and $9,755, respectively, and amortization of debt discount of $2,134 and $5,762, respectively. Non-cash interest expense for the three months ended June 30, 2018 includes interest paid in kind of $3,184 and amortization of debt discount of $2,048. Non-cash interest expense for the three months ended March 31, 2018 includes interest paid in kind of $2,954 and amortization of debt discount of $1,580.

EX-5-


CONDENSED CONSOLIDATED BALANCE SHEETS
Successor
(Dollars in thousands, except par value data)
September 30,
2018
 
December 31,
2017
Unaudited
 
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
7,356

 
$
11,104

Accounts receivable, less allowances of $1,100 and $1,586, respectively
89,297

 
74,370

Inventories
167,915

 
154,491

Prepaid expenses and other current assets
15,735

 
12,274

Income tax receivable
2,056

 
1,576

Total current assets
282,359

 
253,815

Goodwill and intangible assets, net
8,176

 
8,176

Prepaid pension cost
12,810

 
10,745

Deferred income taxes
1,291

 
1,278

Other noncurrent assets
835

 
1,344

Property, plant and equipment:
 
 
 
Land
5,579

 
5,581

Buildings
21,319

 
21,296

Machinery and equipment
37,136

 
33,011

Property, plant and equipment, at cost
64,034

 
59,888

Accumulated depreciation
(9,366
)
 
(2,961
)
Property, plant and equipment, net
54,668

 
56,927

Total assets
$
360,139

 
$
332,285

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
50,363

 
$
41,757

Accrued and other current liabilities
16,862

 
13,931

Income tax payable
668

 
262

Short-term borrowings
5,069

 
5,854

Current portion of long-term debt
119

 
118

Total current liabilities
73,081

 
61,922

Long-term debt, less current portion
239,908

 
199,903

Deferred income taxes
11,978

 
16,166

Build-to-suit liability
9,790

 
10,148

Other noncurrent liabilities
3,509

 
3,784

Pension and postretirement benefit obligations
6,281

 
6,377

Commitments and contingencies

 

Stockholders’ equity:
 
 
 
Common stock, $0.01 par value—200,000 Class A shares authorized with 3,803 shares issued and outstanding at September 30, 2018 and 3,734 shares issued and outstanding at December 31, 2017
38

 
37

Additional paid-in capital
54,872

 
49,944

Accumulated deficit
(33,636
)
 
(13,327
)
Accumulated other comprehensive loss
(5,682
)
 
(2,669
)
Total stockholders’ equity
15,592

 
33,985

Total liabilities and stockholders’ equity
$
360,139

 
$
332,285


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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Successor
 
 
Predecessor
(Dollars in Thousands)
Nine Months
Ended
September 30, 2018
 
September 1, 2017
Through
September 30, 2017
 
 
January 1, 2017
Through
August 31, 2017
Unaudited
 
 
 
Operating activities:
 
 
 
 
 
 
Net (loss) income
$
(20,309
)
 
$
(821
)
 
 
$
36,190

Adjustments to reconcile net (loss) income to net cash used in operating activities:
 
 
 
 
 
 
Depreciation and amortization
6,965

 
502

 
 
10,150

Amortization of deferred financing costs and debt discount
5,762

 
73

 
 
3,810

Unrealized loss on embedded debt conversion option

 

 
 
146

Noncash reorganization items, net

 

 
 
(87,107
)
(Gain) loss on sale of property, plant and equipment
(4
)
 

 
 
7

    Unrealized foreign currency gain
(784
)
 
(1,292
)
 
 
(4,439
)
Noncash interest paid in kind
9,755

 
951

 
 

Noncash compensation expense
2,063

 
215

 
 
630

Deferred income taxes
(4,188
)
 

 
 
(953
)
Other, net
463

 
66

 
 
537

Changes in assets and liabilities:
 
 
 
 
 
 
Accounts receivable
(15,253
)
 
(3,658
)
 
 
(6,061
)
Inventories
(14,324
)
 
(784
)
 
 
(2,703
)
Prepaid expenses and other current assets
(3,614
)
 
(3,050
)
 
 
(3,100
)
Other noncurrent assets
540

 
567

 
 
1,664

Prepaid pension costs
(2,065
)
 
(168
)
 
 
(849
)
Accounts payable
8,947

 
235

 
 
8,602

Income tax payable and receivable
(83
)
 
174

 
 
(340
)
Accrued and other current liabilities
1,791

 
523

 
 
(6,002
)
Pension and postretirement benefit obligations and other noncurrent liabilities
(287
)
 
(93
)
 
 
(471
)
Net cash used in operating activities
(24,625
)
 
(6,560
)
 
 
(50,289
)
Investing activities:
 
 
 
 
 
 
Capital expenditures
(4,909
)
 
(924
)
 
 
(2,850
)
Proceeds from sale of property, plant and equipment
53

 
5

 
 
619

Proceeds from release of cash collateralization of letters of credit

 

 
 
7,492

Net cash (used in) from investing activities
(4,856
)
 
(919
)
 
 
5,261

Financing activities:
 
 
 
 
 
 
Proceeds from long-term debt including credit facilities
45,454

 
8,677

 
 
195,026

Repayments of long-term debt including credit facilities
(17,600
)
 
(25
)
 
 
(175,414
)
Short-term borrowings, net
(607
)
 
(216
)
 
 
3,797

Payments of debt issue costs
(499
)
 

 
 
(1,831
)
Payments of build-to-suit liability
(897
)
 

 
 
(3,000
)
Net cash from financing activities
25,851

 
8,436

 
 
18,578

Effect of exchange rate changes on cash and cash equivalents
(118
)
 
95

 
 
890

Net change in cash and cash equivalents
(3,748
)
 
1,052

 
 
(25,560
)
Cash and cash equivalents - beginning of year
11,104

 
10,064

 
 
35,624

Cash and cash equivalents - end of period
$
7,356

 
$
11,116

 
 
$
10,064



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LONG-TERM DEBT
Successor
(Dollars In Thousands)
September 30,
2018
 
December 31,
2017
 
 
 
 
5.00% / 7.00% Second Lien Notes due August 31, 2022
$
177,783

 
$
168,767

Floating rate New ABL Credit Facility due February 28, 2022
110,988

 
101,047

12.00% Revolving B Credit Facility due February 28, 2022
18,738

 

Other, primarily capital leases
208

 
288

Less: unvested restricted Second Lien Notes due August 31, 2022
(1,570
)
 
(2,144
)
Less: unamortized discount
(65,665
)
 
(67,937
)
Less: unamortized debt issuance costs
(455
)
 

Total long-term debt
240,027

 
200,021

Less: current portion of long-term debt
119

 
118

Total long-term portion
$
239,908

 
$
199,903




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