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A. M. Castle & Co. Reports Third Quarter Results, Announces Agreement in Principle for New Term Loan Facility, and Extension of and Expanded Capital Access Under Existing ABL Credit Facility

A.M. Castle & Company
·19 min read

Generated cash flow from operations of $3.9 million in the quarter and aggressively reduced costs in face of challenging end-markets

OAK BROOK, Ill., Nov. 16, 2020 (GLOBE NEWSWIRE) -- A. M. Castle & Co. (OTCQX: CTAM) (the "Company" or "Castle"), a global distributor of specialty metal and supply chain solutions, today reported its third quarter 2020 financial results. The Company also announced today that it has reached an agreement in principle with certain of its stockholders to provide a new $8.0 million term loan, subordinated only to the “A” tranche of the Company’s existing revolving credit facility. Additionally, as part of this agreement in principle, the Company and its first lien lender, PNC Bank, National Association ("PNC") agreed to extend the maturity of the Company’s existing revolving credit facility to February 28, 2023, and to amend certain aspects of the facility to provide expanded access to approximately $3.8 million of capital generated by the Company’s recent cash flow improvements. The agreement in principle is subject to customary conditions to closing, including execution of acceptable documentation and final approval, which the Company expects to complete within the next 30 days.

Third Quarter 2020 Financial Results Summary:

  • Generated net sales of $79.5 million, a 6.1% decrease compared to $84.7 million in the previous quarter and a 41.6% decrease compared to $136.1 million in the third quarter of 2019.

  • Reported an operating loss of $10.6 million, an increase in operating loss of $6.1 million compared to $4.5 million in the previous quarter and an increase in operating loss of $6.8 million compared to the same quarter last year.

  • Reported a net loss of $14.7 million, which included $5.1 million of interest expense, of which $4.1 million was non-cash, compared to a net loss of $12.2 million in the third quarter of 2019, which included $10.2 million of interest expense, of which $8.4 million was non-cash. Included in the reported net loss in the third quarter of 2020 was a foreign currency gain on intercompany loan of $0.2 million, compared to a foreign currency loss on intercompany loan of $0.5 million in the third quarter of 2019.

  • Reported adjusted net loss of $8.0 million, compared to an adjusted net loss of $3.2 million in the third quarter of the prior year.

  • Reported EBITDA of negative $8.3 million and adjusted EBITDA of negative $4.6 million in the third quarter of 2020, compared to EBITDA of negative $1.0 million and adjusted EBITDA of $1.4 million in the third quarter of 2019.

  • Cash flow provided by operations was $19.8 million during the first nine months of 2020, compared to cash flow provided by operations of $4.6 million during the first nine months of 2019.

  • Maintained gross material margin of 26.3% compared to 28.1% in the second quarter of 2020 and 25.3% in the third quarter of the prior year, which excluded a non-cash inventory charge of $1.3 million.

President and CEO, Marec Edgar commented, “From an operational perspective, we believe the third quarter was the bottom of the pandemic impacts in our volume and revenue performance. In fact, in both our industrial and aerospace end-markets we have begun to see recovery in billings and, more promisingly, in forward bookings for the coming months. That said, these improvements remain cautious and measured and we expect that returning to pre-pandemic levels will be a long, slow process. Since the pandemic began, we have responded to the rapid downturn by pulling together and implementing difficult but necessary productivity improvements and expense reductions, which have lowered our cash operating expenses by 22.7% compared to the third quarter of last year. We implemented additional aggressive steps late in the third quarter to further reduce our operating costs due to the more prolonged recovery trajectory we now anticipate. While these additional projected savings will not be fully realized until later in the fourth quarter, we believe that they have positioned Castle to be a stronger, more efficient company as our industry recovers from the impacts of the pandemic.

Mr. Edgar continued, "To that end, we appreciate the significant expression of support from our shareholders and PNC evidenced by this new term loan and the extension and expansion of our existing revolving credit facility. Access to this additional capital will enable us to more quickly rebound from the pandemic by providing us the opportunity to make additional investments in inventory, our facilities, and our people, all of which will ultimately enhance our ability to serve our customers.”

Executive Vice President of Finance and Administration Pat Anderson commented, “We are pleased to have generated cash flow from operations of $3.9 million during the quarter through disciplined expense and working capital management despite the continued disruption to the market and the substantial challenges that continue to impact our order and inventory lead times. We reacted timely and decisively to adjust our working capital and operating expenses to align our business with the unfavorable economic conditions caused by the COVID-19 pandemic, and have implemented additional steps to further rationalize our cost structure, resulting in the recognition of $0.7 million in severance costs during the quarter. Our aggressive reaction to the market downturn has resulted in our adjusted EBITDA being approximately break-even year-to-date, excluding foreign exchange impacts.”

Mr. Anderson added, “Throughout this year we have made strategic decisions to reduce operating expenses. We expect these cost reductions, which we estimate to be at least $15 million on an annualized basis, to generate increased profitability leverage as markets recover. Additionally, we have continued to use our operating cash generation to reduce our working capital debt, both in the third quarter and after, which remains one of our primary goals following the significant long-term debt reduction we achieved through our exchange offer earlier this year. We believe coupling this enhanced profitability leverage and improved balance sheet will position us well to take advantage of the eventual recovery in our end markets.”

Mr. Edgar concluded, “Though there are some signs of stabilization in our end markets, we expect revenue and volume to remain suppressed compared to historical levels in the near to medium-term as the ultimate duration and severity of the dislocation caused by COVID-19, and the timing and scope of any economic recovery thereafter, remains uncertain. Although the outlook remains challenging and volatile, we believe we are positioned to maintain positive operational performance by executing our business strategy focused on highly accretive sales, particularly those including our expanding value-added service offerings, and maintaining liquidity through expense control and enhanced execution in the management of our working capital. We remain confident that this strategy will allow us to not only survive the challenge presented by this pandemic, but thrive once we emerge from it.”

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, and construction equipment 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 19 metals service centers located throughout North America, Europe and Asia. Its common stock is traded on the OTCQX® Best 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. 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 reflect our expectations, estimates or projections concerning our possible or assumed future results of operations, including, but not limited to, descriptions of our business strategy, and the benefits we expect to achieve from our working capital management initiative. 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 the impact of volatility of metals prices, the cyclical and seasonal aspects of our business, our ability to effectively manage inventory levels, the impact of our substantial level of indebtedness, the impact of the novel Coronavirus (COVID-19) pandemic on our financial results and business, as well as those risk factors identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, Part II Item 1A of our quarterly report on Form 10-Q for the quarter ended March 31, 2020, Part II Item 1A of quarterly report on Form 10-Q for the quarter ended June 30, 2020, and Part II Item 1A of quarterly report on Form 10-Q for the quarter ended September 30, 2020, which will be subsequently filed with the Securities and Exchange Commission. 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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Nine Months Ended

(Dollars in thousands, except per share data)

September 30,

September 30,

Unaudited

2020

2019

2020

2019

Net sales

$

79,535

$

136,113

$

290,857

$

433,570

Costs and expenses:

Cost of materials (exclusive of depreciation)

58,610

103,019

211,806

323,918

Warehouse, processing and delivery expense

13,394

18,759

45,584

59,577

Sales, general and administrative expense

13,515

16,048

41,815

49,027

Depreciation expense

1,921

2,055

6,035

6,306

Impairment of goodwill

2,676

2,676

Total costs and expenses

90,116

139,881

307,916

438,828

Operating loss

(10,581

)

(3,768

)

(17,059

)

(5,258

)

Interest expense, net

5,077

10,204

20,146

29,503

Unrealized gain on embedded debt conversion option

(2,010

)

Other (income) expense, net

(342

)

(697

)

(2,194

)

(4,779

)

Loss before income taxes

(15,316

)

(13,275

)

(33,001

)

(29,982

)

Income tax benefit

(572

)

(1,079

)

(3,163

)

(1,479

)

Net loss

$

(14,744

)

$

(12,196

)

$

(29,838

)

$

(28,503

)


Reconciliation of Reported Net Loss to EBITDA and Adjusted EBITDA:

Three Months Ended

Nine Months Ended

(Dollars in thousands)

September 30,

September 30,

Unaudited

2020

2019

2020

2019

Net loss, as reported

$

(14,744

)

$

(12,196

)

$

(29,838

)

$

(28,503

)

Depreciation expense

1,921

2,055

6,035

6,306

Interest expense, net

5,077

10,204

20,146

29,503

Income tax benefit

(572

)

(1,079

)

(3,163

)

(1,479

)

EBITDA

(8,318

)

(1,016

)

(6,820

)

5,827

Non-GAAP adjustments (a)

3,690

2,367

4,923

2,626

Adjusted EBITDA

$

(4,628

)

$

1,351

$

(1,897

)

$

8,453

(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:

Three Months Ended

Nine Months Ended

(Dollars in thousands)

September 30,

September 30,

Unaudited

2020

2019

2020

2019

Net loss, as reported

$

(14,744

)

$

(12,196

)

$

(29,838

)

$

(28,503

)

Non-GAAP adjustments:

Noncash compensation expense

199

524

778

1,715

Foreign exchange (gain) loss on intercompany loan

(215

)

506

692

(426

)

Noncash impairment of goodwill(a)

2,676

2,676

Noncash write-off on inventory(b)

1,277

1,277

Noncash loss on disposal of equipment(b)

60

60

Unrealized gain on embedded debt conversion option

(2,010

)

Common stock registration fees

294

294

Employee severance charges

736

1,117

Debt restructuring expenses

1,376

Non-GAAP adjustments to arrive at Adjusted EBITDA

3,690

2,367

4,923

2,626

Non-cash interest expense(c)

3,054

7,139

13,484

20,321

Total non-GAAP adjustments

6,744

9,506

18,407

22,947

Tax effect of adjustments

(468

)

(468

)

Adjusted non-GAAP net loss

$

(8,000

)

$

(3,158

)

$

(11,431

)

$

(6,024

)

(a) Due to the ongoing unfavorable impacts of the COVID-19 pandemic, which represented a triggering event in the third quarter of 2020, the Company performed an assessment of its goodwill as of September 30, 2020. As a result of the goodwill impairment assessment, the Company recorded a non-cash impairment charge of $2.7 million during the third quarter of fiscal 2020.

(b) Amounts relates to the nonrecurring noncash disposal of equipment and nonrecurring noncash write-down of inventory in conjunction with the Company's decision to exit a portion of its carbon flat-roll business in one of its Mexican operations.

(c) Non-cash interest expense for the three months ended September 30, 2020 and September 30, 2019 includes interest paid in kind of $2,112 and $4,022, respectively, and amortization of debt discount of $942 and $2,829, respectively. Non-cash interest expense for the nine months ended September 30, 2020 and September 30, 2019 includes interest paid in kind of $8,277 and $11,810, respectively, and amortization of debt discount of $5,207 and $8,511, respectively.


CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value data)

As of

Unaudited

September 30, 2020

December 31, 2019

ASSETS

Current assets:

Cash and cash equivalents

$

24,230

$

6,433

Accounts receivable

46,768

74,697

Inventories

140,085

144,411

Prepaid expenses and other current assets

9,717

9,668

Income tax receivable

2,486

1,995

Total current assets

223,286

237,204

Goodwill and intangible assets

5,500

8,176

Prepaid pension cost

7,504

5,758

Deferred income taxes

1,497

1,534

Operating right-of-use assets

29,943

29,423

Other noncurrent assets

550

792

Property, plant and equipment:

Land

5,578

5,579

Buildings

20,928

20,950

Machinery and equipment

41,562

41,054

Property, plant and equipment, at cost

68,068

67,583

Accumulated depreciation

(24,115

)

(20,144

)

Property, plant and equipment, net

43,953

47,439

Total assets

$

312,233

$

330,326

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

$

40,589

$

41,745

Accrued and other current liabilities

10,785

11,188

Operating lease liabilities

6,508

6,537

Income tax payable

542

573

Short-term borrowings

1,980

2,888

Current portion of finance leases

663

596

Current portion of long-term debt

2,000

Total current liabilities

63,067

63,527

Long-term debt, less current portion

213,253

263,523

Deferred income taxes

1,543

3,775

Finance leases, less current portion

7,893

8,208

Other noncurrent liabilities

3,621

2,894

Pension and postretirement benefit obligations

6,554

6,709

Noncurrent operating lease liabilities

23,563

22,760

Commitments and contingencies

Stockholders’ equity (deficit):

Common stock, $0.01 par value—400,000 Class A shares authorized with 74,079
shares issued and — shares outstanding at September 30, 2020, and 3,818 shares
issued and 3,650 shares outstanding at December 31, 2019

741

38

Additional paid-in capital

123,958

61,461

Accumulated deficit

(118,579

)

(88,741

)

Accumulated other comprehensive loss

(12,927

)

(13,374

)

Treasury stock, at cost — 168 shares at September 30, 2020 and 168 shares at December 31, 2019

(454

)

(454

)

Total stockholders’ equity (deficit)

(7,261

)

(41,070

)

Total liabilities and stockholders’ deficit

$

312,233

$

330,326


CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

(Dollars in thousands)

September 30,

Unaudited

2020

2019

Operating activities:

Net loss

$

(29,838

)

$

(28,503

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation

6,035

6,306

Amortization of deferred financing costs and debt discount

5,207

8,511

Loss on sale of property, plant & equipment

101

210

Unrealized foreign currency loss (gain)

682

(223

)

Unrealized gain on embedded debt conversion option

(2,010

)

Noncash interest paid in kind

8,277

11,810

Noncash rent expense

290

204

Noncash compensation expense

778

1,715

Noncash impairment of goodwill

2,676

Deferred income taxes

(2,319

)

(2,016

)

Changes in assets and liabilities:

Accounts receivable

27,926

(8,356

)

Inventories

4,679

10,029

Prepaid expenses and other current assets

(39

)

5,873

Other noncurrent assets

911

(134

)

Prepaid pension costs

(1,671

)

(566

)

Accounts payable

(1,460

)

5,093

Income tax payable and receivable

(512

)

(1,805

)

Accrued and other current liabilities

(448

)

(3,451

)

Pension and postretirement benefit obligations and other noncurrent liabilities

572

(111

)

Net cash provided by operating activities

19,837

4,586

Investing activities:

Capital expenditures

(2,426

)

(3,530

)

Proceeds from sale of property, plant and equipment

78

442

Net cash used in investing activities

(2,348

)

(3,088

)

Financing activities:

Proceeds from long-term debt including credit facilities

19,673

3,500

Repayments of long-term debt including credit facilities

(15,655

)

(4,488

)

Repayments of (proceeds from) short-term borrowings, net

(931

)

(1,238

)

Principal paid on finance leases

(243

)

(454

)

Payments of debt restructuring costs

(2,752

)

Net cash provided by (used in) financing activities

92

(2,680

)

Effect of exchange rate changes on cash and cash equivalents

216

13

Net change in cash and cash equivalents

17,797

(1,169

)

Cash and cash equivalents—beginning of year

6,433

8,668

Cash and cash equivalents—end of period

$

24,230

$

7,499


LONG-TERM DEBT

(Dollars in thousands)

As of

September 30, 2020

December 31, 2019

Floating rate Revolving A Credit Facility due February 28, 2022

$

89,246

$

102,000

12.00% Revolving B Credit Facility due February 28, 2022(a)

28,216

25,788

3.00% / 5.00% Convertible Senior Secured PIK Toggle Notes
due August 31, 2024(b)

97,568

5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes
due August 31, 2022(c)

3,890

193,660

1.00% Paycheck Protection Program Term Note due April 28, 2022

10,000

France Term Loan

7,020

Total principal balance of long-term debt

235,940

321,448

Less: unvested restricted 3.00% / 5.00% Convertible Senior Secured PIK Toggle Notes due August 31, 2024(d)

(109

)

Less: unvested restricted 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due August 31, 2022(d)

(323

)

Less: unamortized discount

(20,389

)

(57,313

)

Less: unamortized debt issuance costs

(189

)

(289

)

Total long-term debt

215,253

263,523

Less: current portion of long-term debt

2,000

Total long-term portion

$

213,253

$

263,523

(a) Included in balance is interest paid in kind of $6,716 as of September 30, 2020 and $4,288 as of December 31, 2019.

(b) Included in balance is interest paid in kind of $2,434 as of September 30, 2020.

(c) Included in balance is interest paid in kind of $198 as of September 30, 2020 and $28,991 as of December 31, 2019.

(d) Represents the unvested portion of restricted 3.00% / 5.00% Convertible Senior Secured PIK Toggle Notes due August 31, 2024 issued to certain members of management and the unvested portion of restricted 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due August 31, 2022 issued to certain members of management.


For Further Information:

Ed Quinn
+1 (847) 455-7111
Email: Inquiries@amcastle.com