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8-K - FORM 8-K, FILED JULY 30, 2013 - A. M. Castle & Co.cas-8xkx63013.htm
EX-99.2 - SLIDE PRESENTATION FOR SECOND QUARTER 2013 FINANCIAL RESULTS - A. M. Castle & Co.exh992-irslides2q13.htm


EXHIBIT 99.1
 A.M. CASTLE & CO.
1420 Kensington Road
Suite 220
Oak Brook, IL 60523
 P: (847) 455-7111
F: (847) 241-8171
 
 

For Further Information:
- At The Company -
- At ALPHA IR -
Scott F. Stephens
Analyst Contact:
Vice President - Finance & CFO
Monica Gupta
(847) 349-2577
(312) 485-2870
Email: sstephens@amcastle.com
Email: monica.gupta@alpha-ir.com
 
 
Traded: NYSE (CAS)
 
Member: S&P SmallCap 600 Index
 
 
 
FOR IMMEDIATE RELEASE
TUESDAY, JULY 30, 2013
 
A. M. CASTLE & CO. REPORTS 2013 SECOND QUARTER RESULTS;
CONTINUED STRONG CASH FLOW GENERATION, RESTRUCTURING COMPLETED ON SCHEDULE


OAK BROOK, IL, JULY 30th – A. M. Castle & Co. (NYSE: CAS) (“the Company”), a global distributor of specialty metal and plastic products, value-added services and supply chain solutions, today reported financial results for the second quarter ended June 30, 2013.

Consolidated net sales were $273.4 million for the three months ended June 30, 2013, compared to $329.4 million in the second quarter of 2012.  Reported net loss for the quarter was $3.8 million, or a loss of $0.16 per diluted share, compared to a net loss of $3.0 million, or a loss of $0.13 per diluted share, in the prior year quarter.  Adjusted non-GAAP net income for the second quarter of 2013, as reconciled in the financial statement table below, was $0.4 million, or income of $0.02 per diluted share, compared to $2.6 million, or income of $0.11 per diluted share, in the second quarter of last year. The Company’s EBITDA, as defined and reconciled in the financial statement table below, was $5.1 million, or 1.9% of net sales, in the second quarter of 2013, compared to $17.1 million, or 5.2% of net sales, in the second quarter of 2012. Adjusted EBITDA, as reconciled in the financial statement table below, was $11.6 million, or 4.2% of net sales, in the second quarter of 2013, compared to $18.9 million, or 5.7% of net sales, in the second quarter of 2012 and $8.8 million, or 3.0% of net sales in the first quarter of this year. Net cash generated from operations was $23.5 million for the quarter and $56.1 million for the first half of 2013.
 
"While our top-line performance trailed industry benchmarks due to the late cycle nature of our business, I am pleased with our execution during the quarter, in particular the continuation of our strong cash flow generation, the completion of our announced restructuring activities on schedule and within budget, and improvements in our customer service," said Scott Dolan, CEO of A.M. Castle & Co. "We achieved the structural cost improvements contemplated for the first half of this year, and we started to see those cost improvements benefit our financial results later in the second quarter in-line with our expectations. In addition, we achieved the $25 million replacement cost basis inventory reduction that we had targeted for the second quarter."
  
In the Metals segment, second quarter 2013 net sales of $239.5 million were 20.7% lower, on a per-day basis, than the second quarter of last year and 10.2% lower, on a per-day basis, than the first quarter of 2013, primarily due to lower volumes. Metals segment tons sold per day for the second quarter of 2013 were down 20.1% from the second quarter of 2012 and down 6.7% compared to the first quarter of 2013.


EX-1-



In the Plastics segment, second quarter 2013 net sales of $34.0 million were $1.8 million, or 5.6% higher than the prior year period and $0.4 million, or 1.1% lower than the first quarter of 2013. The net sales growth compared to the prior year was primarily driven by strength in the automotive business.

Gross material margins were 26.3% in the second quarter, compared to 25.0% in the first quarter this year and 26.9% in the same quarter last year. Reported gross material margins included LIFO income of $3.0 million for the second quarter of 2013 and LIFO expense of $0.7 million in the first quarter of this year and $1.5 million in the same quarter last year.

Operating expenses, including $5.6 million of restructuring charges, were $75.7 million in the second quarter of 2013 compared to $79.2 million a year ago and $74.3 million, including restructuring charges of $2.2 million, in the first quarter of this year. As previously communicated, the Company has targeted $33 million of annual operating income improvement as part of the restructuring plan. During the second quarter, the Company completed its anticipated restructuring activities including the consolidation of five warehouse facilities and the realignment of targeted corporate functions. The $6.1 million of pre-tax restructuring charges recorded in the second quarter were primarily related to lease termination costs and shutdown costs for the five consolidated facilities. Cumulative restructuring charges through June 30, 2013 were $9.1 million compared to the Company's estimate of $10.0 million, the remainder of which will be incurred during the second half of 2013.

Equity in earnings of the Company’s joint venture was $1.5 million in the second quarter of 2013, which was $0.2 million less than the same period last year and comparable to the first quarter of 2013.

The Company recorded an income tax benefit of $7.8 million for the quarter ended June 30, 2013 compared to an income tax benefit of $0.6 million for the same period last year. The Company's effective tax rate for the six months ended June 30, 2013 was 34.6%, which is consistent with the Company's estimated tax rate for the full year 2013.

The Company’s net debt-to-capital ratio improved to 38.8% at June 30, 2013 from 43.4% at December 31, 2012. Total debt outstanding, net of unamortized discount, was $258.8 million at June 30, 2013 and $297.1 million at December 31, 2012. The cash and cash equivalents balance at June 30, 2013 was $33.2 million compared to $21.6 million at December 31, 2012. The Company had no cash borrowings under its revolving credit facilities at June 30, 2013 compared to $40.0 million at December 31, 2012. Refer to the ‘Total Debt’ table below for details related to the Company’s outstanding debt obligations.

Dolan concluded, “With our announced restructuring activities now complete, we are focused on continuous improvement while transforming A.M. Castle into a more profitable enterprise. In terms of market demand, our outlook for the second half of 2013 is comparable to what we have seen in the first six months of this year. Continuing to evolve our commercial and sales execution is a critical component of our growth strategy and thus, I was very excited to introduce Steve Letnich as our new Chief Commercial Officer earlier this month. With Steve's extensive experience and expertise in the metals industry, I am confident in his ability to lead A.M. Castle's sales force initiatives while focusing our efforts on revenue generation and market penetration."

Webcast Information
Management will hold a conference call at 11:00 a.m. ET today to review the Company's results for the second quarter and discuss business conditions and outlook.  The call can be accessed via the internet live or as a replay.  Those who would like to listen to the call may access the webcast through a link on the investor relations page of the Company’s website at http://www.amcastle.com/investors/default.aspx or by calling (888) 517-2513 or (847) 619-6533 and citing code 8306 548#. A supplemental presentation accompanying the webcast can also be accessed at the link provided at the investor relations page of the Company's website.

An archived version of the conference call webcast will be available for replay at the link above approximately three hours following its conclusion, and will remain available until the next earnings conference call.  A replay of the conference call will also be available by calling (888) 843-7419 and (630) 652-3042 and citing code 8306 548#.

About A. M. Castle & Co.
Founded in 1890, A. M. Castle & Co. is a global distributor of specialty metal and plastic products and supply chain services, principally serving the producer durable equipment, oil and gas, commercial aircraft, heavy equipment, industrial goods, construction equipment, retail, marine and automotive 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.  Within its metals business, it specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon.  Through its wholly-owned subsidiary, Total Plastics, Inc., the Company also distributes a broad range of value-added industrial plastics.  Together, Castle and its affiliated companies operate out of more than 50 locations throughout North America, Europe and Asia.  Its common stock is traded on the New York Stock Exchange under the ticker symbol "CAS".


EX-2-



Regulation G Disclosure
This release and the financial statements included in this release include non-GAAP financial measures. 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. 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 analyses 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 income before provision for income taxes plus depreciation and amortization, and interest expense, less interest income, is widely used by the investment community for evaluation purposes and provides the investors, analysts and other interested parties with additional information in analyzing the Company’s operating results.  Adjusted non-GAAP net income and adjusted EBITDA, which are defined as reported net income and EBITDA adjusted for non-cash items and items which are not considered by management to be indicative of the underlying results,  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 income 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.  These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “predict,” “plan,” 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, including those risk factors identified in Item 1A “Risk Factors” of our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2012.  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 for our ongoing obligations to disclose material information 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 or to reflect the occurrence of unanticipated events.
 

EX-3-




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended
 
For the Six Months Ended
(Dollars in thousands, except per share data)
 
Unaudited
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Net sales
$
273,410

 
$
329,392

 
$
566,124

 
$
692,308

Costs and expenses:
 
 
 
 
 
 
 
Cost of materials (exclusive of depreciation and amortization)
201,461

 
240,681

 
420,892

 
504,648

Warehouse, processing and delivery expense
35,820

 
38,474

 
71,404

 
77,000

Sales, general, and administrative expense
27,666

 
34,203

 
57,542

 
69,857

Restructuring charges
5,593

 

 
7,818

 

Depreciation and amortization expense
6,633

 
6,474

 
13,204

 
13,087

Operating (loss) income
(3,763
)
 
9,560

 
(4,736
)
 
27,716

Interest expense, net
(10,090
)
 
(9,964
)
 
(20,278
)
 
(20,157
)
Interest expense - unrealized loss on debt conversion option

 
(4,257
)
 

 
(15,597
)
Other income (expense)
745

 
(691
)
 
(1,554
)
 
(249
)
Loss before income taxes and equity in earnings of joint venture
(13,108
)
 
(5,352
)
 
(26,568
)
 
(8,287
)
Income taxes
7,815

 
641

 
9,184

 
(3,732
)
Loss before equity in earnings of joint venture
(5,293
)
 
(4,711
)
 
(17,384
)
 
(12,019
)
Equity in earnings of joint venture
1,494

 
1,733

 
2,963

 
4,741

Net loss
$
(3,799
)
 
$
(2,978
)
 
$
(14,421
)
 
$
(7,278
)
Basic loss per share
$
(0.16
)
 
$
(0.13
)
 
$
(0.62
)
 
$
(0.32
)
Diluted loss per share
$
(0.16
)
 
$
(0.13
)
 
$
(0.62
)
 
$
(0.32
)
EBITDA *
$
5,109

 
$
17,076

 
$
9,877

 
$
45,295

 
 
 
 
 
 
 
 
*Earnings before interest, taxes, and depreciation and amortization. See reconciliation to net loss below. 
 
 
 
 
 
 

Reconciliation of EBITDA and of adjusted EBITDA to net loss:
For the Three Months Ended

For the Six Months Ended
 

 
June 30,

June 30,
 
2013
 
2012
 
2013
 
2012
Net loss
$
(3,799
)
 
$
(2,978
)
 
$
(14,421
)
 
$
(7,278
)
Depreciation and amortization expense
6,633

 
6,474

 
13,204

 
13,087

Interest expense, net
10,090

 
9,964

 
20,278

 
20,157

Interest expense - unrealized loss on debt conversion option

 
4,257

 

 
15,597

Income taxes
(7,815
)
 
(641
)
 
(9,184
)
 
3,732

EBITDA
5,109

 
17,076

 
9,877

 
45,295

Non-GAAP net income adjustments (a)
6,476

 
1,857

 
10,489

 
1,423

Adjusted EBITDA
$
11,585

 
$
18,933

 
$
20,366

 
$
46,718

 
 
 
 
 
 
 
 
(a) Non-GAAP net income adjustments relate to restructuring charges for the 2013 periods, CEO transition costs for the 2012 periods and unrealized losses for commodity hedges for all periods presented. Refer to 'Reconciliation of Adjusted Non-GAAP Net (Loss) Income to Reported Net Loss' table below.

EX-4-



CONDENSED CONSOLIDATED BALANCE SHEETS
As of
(Dollars in thousands, except par value data)
June 30,
 
December 31,
Unaudited
2013
 
2012
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
33,184

 
$
21,607

Accounts receivable, less allowances of $3,489 and $3,529
151,993

 
138,311

Inventories, principally on last-in first-out basis (replacement cost higher by $137,147 and $139,940)
246,862

 
303,772

Prepaid expenses and other current assets
11,562

 
11,369

Deferred income taxes
11,947

 
3,723

Income tax receivable
8,332

 
7,596

Total current assets
463,880

 
486,378

Investment in joint venture
38,727

 
38,854

Goodwill
69,513

 
70,300

Intangible assets
75,603

 
82,477

Prepaid pension cost
14,198

 
12,891

Other assets
18,508

 
18,266

Property, plant and equipment
 
 
 
Land
4,922

 
5,195

Building
52,912

 
52,884

Machinery and equipment
175,424

 
178,664

Property, plant and equipment, at cost
233,258

 
236,743

Less - accumulated depreciation
(156,918
)
 
(157,103
)
Property, plant and equipment, net
76,340

 
79,640

Total assets
$
756,769

 
$
788,806

LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

Current liabilities
 

 
 

Accounts payable
$
87,205

 
$
67,990

Accrued liabilities
37,814

 
36,564

Income taxes payable
960

 
1,563

Current portion of long-term debt
398

 
415

Short-term debt

 
500

Total current liabilities
126,377

 
107,032

Long-term debt, less current portion
258,366

 
296,154

Deferred income taxes
31,104

 
32,350

Other non-current liabilities
6,808

 
5,279

Pension and post retirement benefit obligations
10,835

 
10,651

Commitments and contingencies
 

 
 

Stockholders' equity
 

 
 

Preferred stock, $0.01 par value—9,988 shares authorized (including 400 Series B Junior Preferred $0.00 par value shares); no shares issued and outstanding at June 30, 2013 and December 31, 2012

 

Common stock, $0.01 par value—60,000 shares authorized and 23,452 shares issued and 23,350 outstanding at June 30, 2013 and 23,211 shares issued and 23,152 outstanding at December 31, 2012
234

 
232

Additional paid-in capital
222,597

 
219,619

Retained earnings
124,818

 
139,239

Accumulated other comprehensive loss
(22,881
)
 
(21,071
)
Treasury stock, at cost—102 shares at June 30, 2013 and 59 shares at December 31, 2012
(1,489
)
 
(679
)
Total stockholders' equity
323,279

 
337,340

Total liabilities and stockholders' equity
$
756,769

 
$
788,806


EX-5-



CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended
(Dollars in thousands)
June 30,
Unaudited
2013
 
2012
Operating activities:
 
 
 
Net loss
$
(14,421
)
 
$
(7,278
)
Adjustments to reconcile net loss to net cash from (used in) operating activities:
 
 
 
Depreciation and amortization
13,204

 
13,087

Amortization of deferred (gain) loss
(778
)
 
15

Amortization of deferred financing costs and debt discount
3,443

 
3,028

Loss on sale of fixed assets
27

 
26

Unrealized loss on debt conversion option

 
15,597

Unrealized losses on commodity hedges
1,435

 
876

Equity in earnings of joint venture
(2,963
)
 
(4,741
)
Dividends from joint venture
3,091

 
1,465

Deferred tax benefit
(9,902
)
 
(903
)
Share-based compensation expense
1,051

 
1,943

Excess tax benefits from share-based payment arrangements
(471
)
 
(63
)
Increase (decrease) from changes in:
 
 
 
Accounts receivable
(14,728
)
 
3,170

Inventories
55,380

 
(92,270
)
Prepaid expenses and other current assets
(268
)
 
(10,751
)
Other assets
(537
)
 
757

Prepaid pension costs
(174
)
 
(905
)
Accounts payable
20,736

 
61,735

Income taxes payable and receivable
(947
)
 
4,174

Accrued liabilities
1,563

 
8,490

Postretirement benefit obligations and other liabilities
1,373

 
(3,081
)
Net cash from (used in) operating activities
56,114

 
(5,629
)
Investing activities:
 
 
 
Capital expenditures
(5,436
)
 
(4,689
)
Proceeds from sale of fixed assets
745

 
6

Net cash used in investing activities
(4,691
)
 
(4,683
)
Financing activities:
 
 
 
Short-term borrowings (repayments), net
(500
)
 
500

Proceeds from long-term debt
115,300

 
337,135

Repayments of long-term debt
(155,169
)
 
(336,120
)
Payment of debt issue costs

 
(1,503
)
Exercise of stock options
991

 
104

Excess tax benefits from share-based payment arrangements
471

 
63

Net cash from (used in) financing activities
(38,907
)
 
179

Effect of exchange rate changes on cash and cash equivalents
(939
)
 
58

Net change in cash and cash equivalents
11,577

 
(10,075
)
Cash and cash equivalents—beginning of year
21,607

 
30,524

Cash and cash equivalents—end of year
$
33,184

 
$
20,449


EX-6-





Reconciliation of Adjusted Non-GAAP Net Income (Loss) to Reported Net Loss:
For the Three Months Ended
 
For the Six Months Ended
(Dollars in thousands, except per share data)
 
Unaudited
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Net loss, as reported
$
(3,799
)
 
$
(2,978
)
 
$
(14,421
)
 
$
(7,278
)
Restructuring charges (a)
6,072

 

 
9,054

 

Interest expense - unrealized loss on debt conversion option

 
4,257

 

 
15,597

CEO transition costs, net

 
547

 

 
547

Unrealized losses on commodity hedges
404

 
1,310

 
1,435

 
876

Tax effect of adjustments
(2,285
)
 
(557
)
 
(3,781
)
 
(427
)
Adjusted non-GAAP net income (loss)
$
392

 
$
2,579

 
$
(7,713
)
 
$
9,315

Adjusted non-GAAP basic income (loss) per share
$
0.02

 
$
0.11

 
$
(0.33
)
 
$
0.41

Adjusted non-GAAP diluted income (loss) per share
$
0.02

 
$
0.11

 
$
(0.33
)
 
$
0.39

(a) Restructuring charges include costs associated with the write-off of inventory included in cost of materials in the condensed consolidated statements of operations and costs recorded to the restructuring charges line item within the condensed consolidated statements of operations.


TOTAL DEBT
As of
(Dollars in thousands)
June 30,
 
December 31,
Unaudited
2013
 
2012
SHORT-TERM DEBT
 
 
 
Foreign
$

 
$
500

Total short-term debt

 
500

LONG-TERM DEBT
 
 
 
12.75% Senior Secured Notes due December 15, 2016
225,000

 
225,000

7.0% Convertible Notes due December 15, 2017
57,500

 
57,500

Revolving Credit Facility due December 15, 2015

 
39,500

Other, primarily capital leases
1,197

 
1,400

Total long-term debt
283,697

 
323,400

Less:  unamortized discount
(24,933
)
 
(26,831
)
Less:  current portion
(398
)
 
(415
)
Total long-term portion
258,366

 
296,154

TOTAL DEBT
$
258,764

 
$
297,069

 

EX-7-



Reconciliation of Total Debt to Net Debt and Net Debt-to-Capital:
As of
(Dollars in thousands)
June 30,
 
December 31,
Unaudited
2013
 
2012
Total Debt
$
258,764

 
$
297,069

Less: Cash and Cash Equivalents
(33,184
)
 
(21,607
)
NET DEBT
$
225,580

 
$
275,462

 
 
 
 
Stockholders' Equity
$
323,279

 
$
337,340

Total Debt
258,764

 
297,069

CAPITAL
$
582,043

 
$
634,409

 
 
 
 
NET DEBT-TO-CAPITAL
38.8
%
 
43.4
%
 
Reconciliation of First Quarter 2013 EBITDA and of adjusted EBITDA to net loss:
 
For the Three Months Ended March 31, 2013
(Dollars in thousands)
 
Unaudited
 
 
Net loss, as previously reported
 
$
(10,622
)
Depreciation and amortization expense
 
6,571

Interest expense, net
 
10,188

Income taxes
 
(1,369
)
EBITDA
 
4,768

Restructuring Charges
 
2,982

Unrealized losses on commodity hedges
 
1,030

Adjusted EBITDA
 
$
8,780

 



EX-8-