Page 1 of 9

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 2000 Commission File Number 1-5415

For Quarter Ended

September 30, 2000

Commission File Number

1-5415

A. M. Castle & Co (Exact

(Exact name of registrant as specified in its charter) Delaware 36-0879160 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) incorporation of organization) 3400 North Wolf Road, Franklin Park, Illinois 60131 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone, including area code 847/455-7111 None (Former name, former address and former fiscal year, if changed since last year)

Delaware

36-0879160

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

incorporation of organization)

3400 North Wolf Road, Franklin Park, Illinois

60131

(Address of Principal Executive Offices)

(Zip Code)

Registrants telephone, including area code

847/455-7111

None

(Former name, former address and former fiscal year, if changed since last year)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Yes

X

No

Indicate the number of shares outstanding of each of the issuer'sissuers classes of common stock, as of the latest practicable date. Class Outstanding at June 30, 2000 Common Stock, No Par Value 14,048,052 shares

Class

Outstanding at September 30, 2000

Common Stock, No Par Value

14,060,573 shares

Page 2 of 9

A. M. CASTLE & CO.

Part I. FINANCIAL INFORMATION

Page

Number

Part I.

Financial Information

Item 1.

Financial Statements:

Condensed Balance Sheet

3

Comparative Statements of Cash Flows

3

Comparative Statements of Income

4

Notes to Condensed Financial Statements

5-6

Item 2.

Managements Discussion and Analysis of Financial

Conditions and Results of Operations

6-7

Part II.

Other Information

Item 1.

Legal Proceedings.

8

Item 6.

Exhibits and Reports on Form 8-K

8

Page Number Part I. Financial Information Item 1. Financial Statements: Condensed Balance Sheets. . . . . . . . . . . 3 Comparative Statements of Cash Flows. . . . . 3 Comparative Statements of Income. . . . . . . 4 Notes to Condensed Financial Statements. . . . 5-6 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations . . . . . . 6-7 Part II. Other Information Item 1. Legal Proceedings. . . . . . . . . . . . . . . . 8 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 8 3 of 9 A. M. CASTLE & CO. CONDENSED BALANCE SHEETS (Dollars in thousands except per share data) (unaudited)
June 30, Dec. 31, June 30, ASSETS 2000 1999 1999 Cash . . . . . . . . . . . . . . . . . $ 4,017 $ 2,578 $ 4,524 Accounts receivable, net . . . . . . . 99,290 83,352 93,196 Inventories (principally on last-in, first-out basis) . . . . . . . . . . 184,497 169,618 200,220 Total current assets . . . . . . . $287,804 $255,548 $297,940 Prepaid expenses and other assets. . . 69,280 60,716 60,713 Fixed assets, net. . . . . . . . . . . 100,319 97,077 101,068 Total assets . . . . . . . . . . . . $457,403 $413,341 $459,721 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable . . . . . . . . . . . $118,628 $102,976 $107,607 Accrued liabilities. . . . . . . . . . 16,368 17,230 16,728 Income taxes payable . . . . . . . . . 5,786 4,876 4,632 Current portion of long-term debt . . 3,914 3,915 3,718 Total current liabilities. . . . . . $144,696 $128,997 $132,685 Long-term debt, less current portion . 150,884 122,625 162,976 Deferred income taxes. . . . . . . . . 16,993 16,356 17,614 Other liabilities. . . . . . . . . . . 2,217 3,552 2,112 Stockholders' equity . . . . . . . . . 142,613 141,811 144,334 Total liabilities and stockholders' equity . . . . . . . . . . . . . . . $457,403 $413,341 $459,721 SHARES OUTSTANDING . . . . . . . . . . 14,048 14,046 14,045 BOOK VALUE PER SHARE . . . . . . . . . $ 10.15 $ 10.10 $ 10.28 WORKING CAPITAL. . . . . . . . . . . . $143,108 $126,551 $165,255 WORKING CAPITAL PER SHARE. . . . . . . $ 10.19 $ 9.01 $ 11.77 DEBT TO CAPITAL. . . . . . . . . . . . 52.0% 47.2% 53.6%
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) For the Six Months Ended June 30,
Cash flows from operating activities: 2000 1999 Net income . . . . . . . . . . . . . . . . . $ 6,602 $ 5,889 Depreciation . . . . . . . . . . . . . . . . 4,924 4,865 Other. . . . . . . . . . . . . . . . . . . . (6,886) 1,459 Cash provided from operating activities before working capital changes . . . . . . . . . . . 4,640 12,213 (Increase) decrease in working capital . . . (15,720) 17,584 Net cash provided from (used by) operating activities (11,080) 29,797 Cash flows from investing activities: Investments and acquisitions . . . . . . . . . (4,050) (3,065) Capital expenditures, net of sales proceeds. . (5,889) (10,127) Net cash used by investing activities. . . . . . (9,939) (13,192) Cash flows from financing activities: Long-term borrowings, net. . . . . . . . . . . 28,258 (9,468) Dividends paid . . . . . . . . . . . . . . . . . (5,484) (5,477) Other. . . . . . . . . . . . . . . . . . . . . (316) (90) Net cash provided from (used by) financing activities. 22,458 (15,035) Net increase in cash . . . . . . . . . . . . . . $ 1,439 $ 1,570 Cash - beginning of year . . . . . . . . . . . 2,578 2,954 Cash - end of period . . . . . . . . . . . . . $ 4,017 $ 4,524 Supplemental Cash Disclosure Cash paid during the period Interest . . . . . . . . . . . . . . . . . . $ 4,751 $ 5,698 Income taxes . . . . . . . . . . . . . . . . $ 2,910 $ 1,975

CONDENSED BALANCE SHEETS

     

(Dollars in thousands except per share data)

     

(unaudited)

Sept. 30,

 

Dec. 31,

 

Sept. 30,

ASSETS

2000

 

1999

 

1999

Cash

$2,458

 

$2,578

 

$3,292

Accounts receivable, net.

103,153

 

83,352

 

95,020

Inventories (principally on last-in, first-out basis)

188,751

 

169,618

 

179,520

Total current assets

$294,362

 

$255,548

 

$277,832

Prepaid expenses and other assets

69,457

 

60,716

 

56,591

Fixed assets, net

97,338

 

97,077

 

94,025

      

Total assets

$461,157

 

$413,341

 

$428,448

LIABILITIES AND STOCKHOLDERS EQUITY

Accounts payable

$105,253

$102,976

$ 84,219

Accrued liabilities

15,980

17,230

17,032

Income taxes payable

4,300

4,876

3,865

Current portion of long-term debt

3,021

3,915

3,545

Total current liabilities

$128,554

$128,997

$108,661

Long-term debt, less current portion

171,920

122,625

156,708

Deferred income taxes

17,236

16,356

16,225

Other Liabilities

2,254

3,552

3,710

Stockholders equity

141,193

141,811

143,144

Total liabilities and stockholders' equity.

$461,157

$413,341

$428,448

SHARES OUTSTANDING

14,061

14,046

14,045

BOOK VALUE PER SHARE

$10.04

$10.10

$10.19

WORKING CAPITAL

$165,808

$126,551

$169,171

WORKING CAPITAL PER SHARE

$11.79

$9.01

$12.04

DEBT TO CAPITAL

55.3%

47.2%

52.8%

 

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 
 

(Dollars in thousands)

For the Nine Months

 
  

Ended Sept. 30,

 
 

Cash flows from operating activities:

2000

 

1999

 
 

Net income.

$7,981

 

$7,243

 
 

Depreciation and amortization

7,102

 

7,307

 

Other.

 (6,844)

5,646

 

Cash provided from operating activities before

    
 

working capital changes

8,239

 

20,196

 
 

(Increase) decrease in working capital

 (39,237)

 

12,485

 

Net cash provided from (used by) operating activities

 (30,998)

 

32,681

 

Cash flows from investing activities:

    
 

Investments and acquisitions

 (4,050)

 

 (3,097)

)

 

Capital expenditures, net of sales proceeds

 (4,876)

 

 (5,258)

)

Net cash provided from (used by) investing activities

 (8,926)

 

 (8,355)

)

Cash flows from financing activities:

    
 

Long-term borrowings, net

48,401

 

 (15,909)

)

Dividends paid

 (8,245)

 

 (8,216)

)

 

Other.

(352)

 

137

 

Net cash provided from (used by) financing activities

39,804

 

 (23,988)

)

Net increase (decrease) in cash

 $(120)

 

$338

 
 

Cash - beginning of year

2,578

 

2,954

 
 

Cash - end of period

$2,458

 

$3,292

 

Supplemental Cash Disclosure

    
 

Interest

$7,406

 

$8,290

 
 

Income taxes

$5,079

 

$3,517

 

Page 4 of 9 A. M. CASTLE & CO. COMPARATIVE STATEMENTS OF INCOME (Dollars in thousands, except per share data) For the Three and Six Months Ended June 30, (Unaudited)
For The Three For The Six Months Ended Months Ended June 30, June 30, 2000 1999 2000 1999 Net sales. . . . . . . . . . . . . . . $192,278 $179,992 $387,517 $363,452 Cost of material sold. . . . . . . . . 133,896 122,840 269,841 249,476 Gross profit on sales. . . . . . . . 58,382 57,152 117,676 113,976 Operating expenses . . . . . . . . . . 48,729 46,572 96,953 93,436 Depreciation and amortization expense. 2,486 2,456 4,924 4,865 Interest expense, net. . . . . . . . . 2,436 2,841 4,740 5,734 Income before taxes . . . . . . . . . 4,731 5,283 11,059 9,941 Income Taxes: Federal. . . . . . . . . . . . . . . 1,552 1,793 3,604 3,353 State. . . . . . . . . . . . . . . . 343 356 853 699 1,895 2,149 4,457 4,052 Net income . . . . . . . . . . . . . . $ 2,836 $ 3,134 $ 6,602 $ 5,889 Net income per share . . . . . . . . . $ .20 $ .22 $ .47 $ .42 Diluted income per share . . . . . . . $ .20 $ .22 $ .47 $ .42 Financial Ratios: Return on sales. . . . . . . . . . . 1.47% 1.74% 1.70% 1.62% Asset turnover . . . . . . . . . . . 1.68 1.57 1.69 1.58 Return on assets . . . . . . . . . . 2.48% 2.73% 2.89% 2.56% Leverage factor. . . . . . . . . . . 3.23 3.19 3.23 3.19 Return on opening stockholders' equity 8.00% 8.70% 9.31% 8.18% Other Data: Cash dividends paid. . . . . . . . . $ 2,742 $ 2,739 $ 5,484 $ 5,477 Dividends per share. . . . . . . . . $ 0.195 $ 0.195 $ 0.390 $ 0.390 Average number of shares outstanding 14,048 14,045 14,048 14,045
[TEXT]

COMPARATIVE STATEMENTS OF INCOME

       

(Dollars in thousands, except per share data)

       
 

For The Three

 

For The Nine

(Unaudited)

Months Ended

 

Months Ended

 

Sept. 30,

 

Sept. 30,

 

2000

 

1999

 

2000

 

1999

Net sales

$184,958

 

$177,097

 

$572,475

 

$540,549

Cost of material sold

130,354

 

123,027

 

400,195

 

372,503

 

Gross profit on sales

54,604

 

54,070

 

172,280

 

168,046

         

Operating expenses.

47,452

 

46,631

 

144,405

 

140,067

Depreciation and amortization expense

2,178

 

2,442

 

7,102

 

7,307

Interest expense, net

2,669

 

2,637

 

7,409

 

8,371

        

Income before taxes

2,305

 

2,360

 

13,364

 

12,301

        

Income Taxes:

       
 

Federal.

747

 

840

 

4,351

 

4,193

 

State

179

 

166

 

1,032

 

865

  

926

 

1,006

 

5,383

 

5,058

         

Net income

$1,379

 

$1,354

 

$7,981

 

$7,243

        

Net income per share

$.10

 

$.10

 

$.57

 

$.52

Diluted income per share.

$.10

 

$.10

 

$.57

 

$.52

        
        

Financial Ratios:

       
 

Return on sales

 .75%

 

 .76%

 

 1.39%

 

 1.34%

 

Asset turnover

1.60

 

1.65

 

1.66

 

1.68

 

Return on assets

 1.20%

 

 1.26%

 

 2.31%

 

 2.25%

 

Leverage factor

3.25

 

2.98

 

3.25

 

2.98

 

Return on opening stockholders equity

 3.89%

 

 3.76%

 

 7.50%

 

 6.71%

         

Other Data:

       
 

Cash dividends paid

$2,761

 

$2,739

 

$8,245

 

$8,216

 

Dividends per share

$0.195

 

$0.195

 

$0.585

 

$0.585

 

Average number of shares outstanding

14,061

 

14,048

 

14,052

 

14,045

Inventory determination under the LIFO method can only be made at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO determinations, including those at JuneSeptember 30, 2000, December 31, 1999 and JuneSeptember 30, 1999, must necessarily be based on management's estimates of expected year end inventory levels and costs. Since future estimates of inventory levels and costs are subject to certain forces beyond the control of management, interim financial results are subject to fiscal year end LIFO inventory valuations.

Current replacement cost of inventories exceeds book value by $47.4$44.6 million, $36.9 million and $43.9$40.8 million at JuneSeptember 30, 2000, December 31, 1999 and JuneSeptember 30, 1999, respectively. Taxes on income would become payable on any realization of this excess from reductions in the level of inventories.

Page 5 of 9

A. M. CASTLE & CO.

Notes to Condensed Financial Statements 1. Condensed Financial Statements The condensed financial statements included herein are unaudited, except for the balance sheet at December 31, 1999, which is condensed from the audited financial statements at that date. The Company believes that the disclosures are adequate to make the information not misleading; however, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations

1.

Condensed Financial Statements

 

The condensed financial statements included herein are unaudited, except for the balance sheet at December 31, 1999, which is condensed from the audited financial statements at that date. The Company believes that the disclosures are adequate to make the information not misleading; however, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited statements, included herein, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, the cash flows, and the results of operations for the periods then ended. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. The 2000 interim results reported herein may not necessarily be indicative of the results of operations for the full year 2000.

2.

Earnings Per Share

 

In accordance with SFAS No. 128 "Earnings per Share" below is a reconciliation of the basic and diluted earnings per share calculations for the periods reported (dollars and shares in thousands):

  

For The Three

 

For The Nine

  

Months Ended

 

Months Ended

  

Sept. 30,

 

Sept. 30,

  

2000

 

1999

 

2000

 

1999

         
 

Net Income

$1,379

 

$1,354

 

$7,981

 

$7,243

         
 

Weighted average common shares outstanding

14,061

 

14,048

 

14,052

 

14,045

 

Dilutive effect of outstanding employee and

       
 

directors' common stock options

-

 

11

 

-

 

9

 

Diluted common shares outstanding

14,061

 

14,059

 

14,052

 

14,054

         
 

Basic earnings per share

$.10

 

$.10

 

$.57

 

$.52

         
 

Diluted earnings per share

$.10

 

$.10

 

$.57

 

$.52

         
 

Outstanding employee and directors'

       
 

common stock options having no

       
 

dilutive effect

992

 

820

 

992

 

820

         

3.

Segments

 

The Company has reviewed the business activities of its divisions and subsidiaries in accordance with the requirements of SFAS No. 131. The Company has concluded that its business activities fall into one identifiable business segment as approximately 91% of all revenues are derived from the distribution of its specialty metals products. These products are purchased, warehoused, processed and sold using essentially the same systems, facilities, sales force and distribution network.



Page 6 of the Securities and Exchange Commission. In the opinion9

4.

The Company's subsidiary Total Plastics, Inc. acquired a 90% interest in Aftech on May 1, 2000. The acquisition has been accounted for as a purchase and accordingly the results of operations of Aftech have been included in the Company's consolidated financial statements as of May 1, 2000. Pro-forma results are not required since the amounts do not significantly differ from historical results.

Item 2.

Management's Discussion and Analysis Of Financial Condition and Results Of Operations.

Results of Operations

Operating results before taxes, depreciation, amortization and interest expense for the third quarter of 2000 were down 3.9% compared to 1999's third quarter. The Company earned $1.4 million ($.10 per share) in both the third quarter 2000 and 1999. Results were negatively impacted by a reduction in gross margins primarily due to the inability to fully recover mill price increases. The increase in operating expenses was mainly driven by inflation in wages, benefits and operating costs, and a 1.6% increase in the physical volume of shipments to customers. Earnings for the first nine months of $8.0 million ($.57 per share) were up 10.2% from last year's $7.2 million ($.52 per share).

Quarterly sales totalled $185.0 million, representing a 4.4% increase from the third quarter of 1999 sales of $177.1 million. Higher shipment levels were the primary reason for the sales dollar change. For the first nine months of 2000 total revenues were $572.5 million as compared to $540.5 million in 1999, a 5.9% increase.

Gross profit for the quarter increased by $.5 million (1.0%) to $54.6 million due mainly to sales volume increases which where offset by a decrease in the total gross margin percentage from 30.5% to 29.5%. The decrease in the margin percentage was caused primarily by the inability to pass mill cost increases on to our customers. For the first nine months of 2000 total gross profit increased 2.5% to $172.3 million while the gross margin percentage decreased from 31.1% to 30.1%.

Third quarter operating expenses were up $.8 million (1.8%) as compared to the third quarter of last year. The increases were mainly due to inflation in wages, benefits and operating costs along with higher volume-related expenses. Year-to-date operating expenses were up by $4.3 million (3.1%) which reflect volume increases and additional costs incurred in the second quarter of 2000 related to the consolidation of two warehouses into the Franklin Park, Illinois location.

Page 7 of management, the unaudited statements, included herein, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position, the cash flows, and the results of operations for the periods then ended. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. The 2000 interim results reported herein may not necessarily be indicative of the results of operations for the full year 2000. 2. Earnings Per Share In accordance with SFAS No. 128 "Earnings per Share" below is a reconciliation of the basic and diluted earnings per share calculations for the periods reported (dollars and shares in thousands): 9

For

Third quarter and year-to-date depreciation and amortization expenses where comparable to last year.

Net interest expense for the third quarter approximates the third quarter of 1999 while year-to-date interest was $1.0 million (11.5%) less then the same period last year. During the third quarter of 2000 long-term debt began increasing to support increased working capital while during the third quarter of 1999 debt was decreasing in line with decreases in working capital.

Liquidity and Capital Resources

Accounts receivable increased by $8.1 million from the third quarter of last year mainly due to the increased sales volume. Net inventory increased by $9.2 million compared to last year's values. It is the goal of the company to substantially reduce inventory values during the fourth quarter of this year. Long-term debt, less current portion, increased by $15.2 million when compared to September 30, 1999. The Three Forincrease was mainly the result of an increase in net working capital along with the acquisition of Aftech by the Company's Total Plastics subsidiary in the second quarter of 2000. The Six Months Ended Months Ended June 30, JuneCompany's debt-to-capital ratio was 55.3% at September 30, 2000 1999compared to 52.8% on September 30, 1999. Net worth decreased $2.0 million from the prior year's quarter, due to dividends exceeding earnings over the past four quarters.

The Company has unused committed and uncommitted lines of bank credit of $99.2 million as of September 30, 2000 1999 Net Incom $2,836 $ 3,134 $6,602 $5,889 Weighted average common shares outstanding 14,048 14,044 14,048 14,044 Dilutivecompared to $139.1 million at September 30, 1999.

New Accounting Standard

The Financial Accounting Standards Board issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities", which is effective for fiscal years beginning after June 15, 2000. The Company is required to and will adopt SFAS N0.137 on January 1, 2001. The Company does not expect adoption to have a significant effect on its consolidated results of outstanding employee and directors' common stock options -- 10 -- 9 Diluted common shares outstanding 14,048 14,054 14,048 14,053 Basic earnings per share $ .20 $ .22 $ .47 $ .42 Diluted earnings per share $ .20 $ .22 $ .47 $ .42 Outstanding employee and directors' common stock options having no dilutive effect 809 536 809 536 operations or financial position.

3. Segments The Company has reviewed the business activities of its divisions and subsidiaries in accordance with the requirements of SFAS No. 131. The Company has concluded that its business activities fall into one 6 of 9 identifiable business segment as approximately 95% of all revenues are derived from the distribution of its specialty metals products. These products are purchased, warehoused, processed and sold using essentially the same systems, facilities, sales force and distribution network. 4. The Company's subsidiary Total Plastics, Inc. acquired a 90% interest in Aftech on May 1, 2000. The acquisition has been accounted for as a purchase and accordingly the results of operations of Aftech have been included in the Company's consolidated financial statements as of May 1, 2000. Pro-forma results are not required since the amounts do not significantly differ from historical results. Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations. Results of Operations Operating results before taxes, depreciation, amortization and interest expense for the second quarter of 2000 were down 8.8% compared to 1999's second quarter. The Company earned $2.8 million ($.20 per share) as compared to $3.1 million ($.22 per share) in the comparable quarter last year. Results were negatively impacted by a reduction in gross margins primarily due to the inability to fully recover mill price increases on a timely basis. Operating expenses also increased chiefly driven by a 7.5% increase in the physical volume of shipments to customers. Earnings for the first six months of $6.6 million ($.47 per share) were up 12.1% from last year's $5.9 million ($.42 per share). Quarterly sales totalled $192.3 million, representing a 6.8% increase from the second quarter of 1999 sales of $180 million. The increase was due primarily to the 7.5% increase in tons sold. For the first six months of 2000 total revenues were $387.5 million as compared to $363.5 million in 1999, a 6.6% increase. Gross profit for the quarter increased by $1.2 million (2.2%) to $58.4 million due mainly to sales volume increases which were offset by a decrease in the total gross margin percentage from 31.8% to 30.4%. The decrease in margin was caused primarily by a lag between a rapid succession of mill price increases and surcharges and the adjustment of selling prices to our customers. For the first six months of 2000 total gross profit increased 3.3% to $117.7 while the gross margin percentage decreased from 31.4% to 30.4%. Second quarter operating expenses were up $2.2 million (4.6%) as compared to the second quarter of last year. The increases were mainly due to increased volume related expenses. Increased fuel costs and additional costs incurred in the consolidation of two remote warehouse facilities into the Franklin Park, Illinois location also contributed to expense increases. Year-to-date operating expenses were up by $3.5 million (3.8%). 7 of 9 Second quarter and year-to-date depreciation and amortization expense is comparable to last year. Net interest expense for the second quarter decreased approximately $.4 million (14.3%) as compared to the second quarter of 1999. The decline reflects the Company's ongoing initiative to use cash flow to pay down debt. Year-to-date this expense decreased by $1.0 million (17.3%) Liquidity and Capital Resources Accounts receivable increased by $6.1 million from the second quarter of last year mainly due to the increased sales volume. Net inventory decreased by $15.7 million compared to last year due to increased sales activity and programmed reductions. Long-term debt, less current portion, decreased by $12.1 million when compared to June 30, 1999 balances. The decrease was mainly the result of a reduction in net working capital, partially offset by the acquisition of Aftech by the Company's Total Plastics subsidiary. The Company's debt-to-capital ratio was 52.0% at June 30, 2000 compared to 53.6% on June 30, 1999. Net worth decreased $1.7 million from the prior year's quarter, due to dividends exceeding earnings over the past four quarters. The Company has unused committed and uncommitted lines of bank credit of $121.2 million as of June 30, 2000 compared to $120.4 million at June 30, 1999.

Page 8 of 9

Page 8 of 9

Part II. OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings other than ordinary routine litigation incidental to the business of the Registrant. Item 6. Exhibits and Reports on Form 8-K (a) None (b) No reports on Form 8-K have been filed during the quarter for which this report is filed.

Item 1.

Legal Proceedings

There are no material legal proceedings other than ordinary routine litigation incidental to the business of the Registrant.

Item 6

Exhibits and Reports on Form 8-K

(a)

None

(b)

No reports on Form 8-K have been filed during the quarter for which this report is filed.

Page 9 of 9

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. A. M. Castle & Co. (Registrant) Date: August 7, 2000 By: / ss/J.A. Podojil J. A. Podojil - Treasurer/Controller (Mr. Podojil is the Chief Accounting Officer and has been authorized to sign on behalf of the Registrant.)

A. M. Castle & Co.

(Registrant)

Date:

November 6, 2000

By:

/ ss/J.A. Podojil

J. A. Podojil - Treasurer/Controller

(Mr. Podojil is the Chief Accounting Officer and has been authorized to sign on behalf of the Registrant.)