A. M. Castle & Co. Reports Fourth Quarter and Full Year Results; Announces Exchange Offer to Improve Capital Structure and Reduce Debt

Improved operating performance, cash generation, and debt reduction demonstrated in 2019 despite challenging end markets lead to announcement of debt-to-equity exchange offer to substantially de-lever the Company’s balance sheet with overwhelming support of existing stakeholdersOAK BROOK, Ill., Feb. 27, 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 fourth quarter and full year 2019 financial results and announced a registered exchange offer to materially enhance its capital structure.Fourth Quarter 2019 Financial Results Summary:Generated net sales of $126.0 million, an 8.4% decrease compared to $137.6 million in the fourth quarter of 2018.Reported an operating loss of $4.8 million, compared to $9.3 million in the fourth quarter of 2018.Reported a net loss of $10.0 million, which included $10.4 million of interest expense, of which $7.5 million was non-cash related to long-term debt held primarily by major shareholders, and $1.3 million was non-cash related to the Company’s pension plan, compared to a net loss of $16.8 million for the fourth quarter of 2018, which included $9.2 million of interest expense, of which $6.1 million was non-cash related to long term-debt held primarily by major shareholders, and $1.2 million was non-cash related to the Company’s pension plan. Reported negative EBITDA of $0.6 million and adjusted EBITDA of $0.2 million in the fourth quarter of 2019, compared to negative EBITDA of $6.3 million and adjusted negative EBITDA of $4.3 million in the fourth quarter of 2018.Generated $6.2 million in cash flow from operations during the three-months ended December 31, 2019, driven primarily by improved inventory management, compared to cash flow from operations of $0.8 million in the three-months ended December 31, 2018. Improved gross material margin to 24.7%, compared to 23.5% in the fourth quarter of 2018.Paid down $5.5 million of revolving credit facility debt.Full Year 2019 Financial Results Summary:Generated net sales of $559.6 million, a 3.8% decrease compared to $582.0 million in 2018.Reported an operating loss of $10.1 million, compared to $16.7 million in 2018.Reported a net loss of $38.5 million, which included $39.9 million of interest expense, of which $27.9 million was non-cash related to long-term debt held primarily by major shareholders, and $5.3 million was non-cash related to the Company’s pension plan, compared to a net loss of $37.1 million for 2018, which included $33.2 million of interest expense, of which $21.7 million was non-cash related to long term-debt held primarily by major shareholders, and $4.9 million was non-cash related to the Company’s pension plan. Reported EBITDA of $5.2 million, which included a non-recurring non-cash inventory charge of $1.3 million recorded in the third quarter of 2019, and adjusted EBITDA of $8.7 million in the year ended December 31, 2019, compared to EBITDA of $0.3 million and adjusted EBITDA of $3.9 million in the year ended December 31, 2018.Generated $10.8 million in cash flow from operations during the year ended December 31, 2019, driven primarily by improved inventory management, compared to cash flow used in operations of $23.8 million in the year ended December 31, 2018. Improved to gross material margin of 25.4%, excluding a non-recurring, non-cash inventory charge of $1.3 million recorded in the third quarter of 2019 related to the exit of our carbon flat-roll business in one of the Company’s Mexican operations, compared to 24.9% in the prior year.Paid down $6.5 million of revolving credit facility debt.President and CEO Marec Edgar commented, “We are pleased with the improvement in our year-over-year operating results for both the fourth quarter and full year. As expected, our fourth quarter results were unfavorably impacted by the seasonally slow year-end months and continuing softness in our North American industrial end markets. Despite those headwinds, however, we were able to improve operating profitability, generate positive cash flow from operations and, for both the fourth quarter and full year of 2019, achieve positive adjusted EBITDA, a significant improvement over the prior year. These improved results were driven by our disciplined focus on highly accretive sales, particularly those including our expanding value-added service offerings. Our robust execution of this strategy allowed us to improve the material margin on our core products, despite a non-recurring, non-cash inventory charge of $1.3 million taken in the third quarter of 2019 associated with our exit from a portion of our low-margin, working-capital intensive, carbon flat-roll business in one of our Mexican operations.”    Executive Vice President of Finance and Administration Pat Anderson added, “Our positive cash flow from operations of $10.8 million for the year was a nearly $35 million improvement in cash generated from operations compared to last year. Driving this positive cash flow from operations were enhanced execution in the management of our inventory, primarily the reduction in our aged inventories, lowering of overall stock levels throughout the business, and real-time facilitation of our branches in moving higher cost inventory as certain markets softened.  We believe these inventory initiatives, which are a primary focus of our recently established global supply organization, will allow us to avoid an overstocked position relative to the market and restock at lower replacements costs.”Mr. Anderson concluded, “With the cash generated, we continue to invest in the business and reduce debt. During 2019, we paid down $6.5 million against our revolving credit facility.” Summary of Exchange Offer and Expected Capital Structure Improvements and Debt Reduction:Structured as a registered exchange offer to all holders of existing 5.0%/7.0% Second Lien Convertible PIK Toggle Notes due August 31, 2022 (“Existing Notes”).Confirmed support of holders of approximately 97% of the Existing Notes who have agreed to tender their Existing Notes in the exchange offer.Based on the Existing Notes outstanding as of December 31, 2019, full participation in the exchange offer would result in (i) approximately $97.0 million of the Existing Notes being exchanged into common stock, representing a 95% ownership of the pro forma equity of Castle, and (ii) the remaining approximately $97.0 million of the Existing Notes being exchanged into new 3.0%/5.0% second lien convertible PIK toggle notes with a maturity date extended to August 31, 2024.Reduction in annual interest expense of approximately $10.0 million on a pro forma basis.Based on Existing Notes outstanding as of December 31, 2019, a substantial reduction in long-term debt from $263.5 million to $166.7 million on a pro forma basis.Holders of the Existing Notes participating in the exchange offer will consent to certain amendments of the indenture governing the Existing Notes to eliminate or amend substantially all of the restrictive covenants and release all collateral securing the Existing Notes.Expected to be completed in next approximately 30 to 60 days.Mr. Edgar added, “I am also very pleased to announce that we are simultaneously filing a registration statement outlining an exchange offer pursuant to which we will issue shares of our common stock and new convertible notes due 2024 in exchange for our existing second-lien notes, which totaled approximately $194.0 million at year end. We have already secured commitments from approximately 97% of the existing second-lien note holders, who also own the vast majority of our stock, to support the exchange.”Mr. Edgar continued, “At full participation, the result of the transaction will be the exchange of approximately $97.0 million of existing second-lien debt into equity and extension of the remaining approximately $97.0 million of debt into a new convertible, second lien instrument due 2024 at a reduced interest coupon. This overwhelming support from our stakeholders is a decisive endorsement of our progress to date and their commitment to our continued future success. We thank the stakeholders for their vote of confidence and will continue to work hard every day in all our branches around the world to create and maximize value.” Mr. Edgar concluded, “Our capital structure upon completion of the exchange offer will reduce our yearly interest burden by over $10 million, substantially deleverage our balance sheet, and, we believe, eliminate any lingering concerns about Castle’s financial stability. With all that positive momentum, we are charging into 2020 with a confident belief that our improved performance in 2019 will continue and accelerate, based upon an operational foundation that is now resilient to challenging market conditions and capable of delivering increased profitability.”    Important Information Regarding Exchange OfferThe exchange offer is subject to the conditions described in the registration statement on Form S-4 filed by the Company in connection with the exchange offer and is scheduled to expire at 5:00 p.m., Eastern Time, on March 26, 2020, unless terminated earlier or extended. Holders of Existing Notes who participate in the exchange offer will receive the following for each $1,000 of Old Notes: (i) $491.8619 principal amount of 3.00%/5.00% Convertible Senior PIK Toggle Notes due August 31, 2024 and (ii) 363.2585 shares of common stock. Accrued and unpaid interest on the Existing Notes will be exchanged into new notes and common stock at the exchange rate on the date on which the exchange offer is completed.In connection with the exchange offer, a registration statement on Form S-4, a tender offer statement on Schedule TO, and related documents relating to the exchange offer are being filed by Castle with the SEC. The new notes and common stock may not be exchanged or sold nor may offers to exchange or buy be accepted prior to the time the registration statement becomes effective. This news release shall not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy, nor shall there be any exchange or sale of such securities in any state in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Holders of the Existing Notes are strongly advised to read the registration statement, tender offer statement and other related documents because these documents contain important information. Such holders may obtain copies of the exchange offer materials from Wilmington Savings Fund Society, FSB, Attention: Corporate Trust Middle Office, 501 Car Road, Suite 100, Wilmington, DE 19809, by facsimile (eligible institutions only): 302-421-9137, for information or confirmation by telephone: 302-571-7014. These documents can also be obtained at no charge from Castle or at the SEC’s website, www.sec.gov. Castle is not making any recommendation to holders of outstanding Existing Notes as to whether they should tender them pursuant to the exchange offer.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 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 MeasuresThis 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 StatementsInformation 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, the benefits that we expect to achieve from our working capital management initiative, and the timing and anticipated benefits of the exchange offer. 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, and our ability to successfully complete the exchange offer and realize the anticipated benefits of the transaction, as well as those risk factors identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. 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.




For Further Information:
Ed Quinn
+1 (847) 455-7111
Email: [email protected]
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