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

March 31, 2001

September 30, 2000

Commission File Number

1-5415

1-5415

A. M. Castle & Co

(Exact name of registrant as specified in its charter)

Delaware

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

Registrant's 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

___

 

Indicate the number of shares outstanding of each of the issuersissuer's classes of common stock, as of the latest practicable date.

Class

Outstanding at September 30, 2000March 31, 2001

Common Stock, No Par Value

14,060,57314,160,564 shares

 

 

Page 2 of 9

 

A. M. CASTLE & CO.

Part I. FINANCIAL INFORMATION

 

Part I.

Financial Information

Page

Number

Part I.

Financial Information

Item 1.

Financial Statements:Statements

3-6

Condensed Balance SheetSheets

3

Comparative Statements of Cash Flows

3

Comparative Statements of Income

4

Notes to Condensed Financial Statements

5-6

Item 2.

ManagementsManagement's Discussion and Analysis of Financial

Conditions and Results of Operations

6-7

Part II.

Other Information

Item 1.

Legal Proceedings.Proceedings

8

Item 6.

Exhibits and Reports on Form 8-K

8

Page 3 of 9

CONDENSED BALANCE SHEETS

     

CONDENSED BALANCE SHEETS

 

 

 

 

 

(Dollars in thousands except per share data)

     

(Dollars in thousands except per share data)

 

 

 

 

 

(unaudited)

Sept. 30,

 

Dec. 31,

 

Sept. 30,

(unaudited)

March 31,

 

December 31,

 

March 31,

ASSETS

2000

 

1999

 

1999

ASSETS

2001

 

2000

 

2000

Cash

$2,458

 

$2,578

 

$3,292

Cash

$2,127

 

$2,079

 

$2,568

Accounts receivable, net.

103,153

 

83,352

 

95,020

Accounts receivable, net

Accounts receivable, net

97,856

 

91,636

 

101,197

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

188,751

 

169,618

 

179,520

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

162,026

 

163,206

 

175,471

Total current assets

$294,362

 

$255,548

 

$277,832

Income tax receivable

Income tax receivable

-

 

4,116

 

-

Other current assets

Other current assets

1,827

 

1,426

 

1,765

Total current assets

$263,836

 

$262,463

 

$281,001

Investment in joint ventures

Investment in joint ventures

9,675

 

9,714

 

11,862

Prepaid expenses and other assets

69,457

 

60,716

 

56,591

Prepaid expenses and other assets

56,376

 

55,566

 

49,842

Fixed assets, net

97,338

 

97,077

 

94,025

Fixed assets, net

90,805

 

91,108

 

95,986

     

Total assets

$420,692

 

$418,851

 

$438,691

Total assets

$461,157

 

$413,341

 

$428,448

LIABILITIES AND STOCKHOLDERS EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Accounts payable

$105,253

$102,976

$ 84,219

Accounts payable

$100,693

 

$84,734

 

$112,370

Accrued liabilities

15,980

17,230

17,032

Accrued liabilities

16,666

 

17,854

 

15,678

Income taxes payable

4,300

4,876

3,865

Income taxes payable

107

 

1,130

 

7,098

Current portion of long-term debt

3,021

3,915

3,545

Current portion of long-term debt

3,425

 

3,425

 

3,577

Total current liabilities

$120,891

 

$107,143

 

$138,723

Total current liabilities

$128,554

$128,997

$108,661

Long-term debt, less current portion

171,920

122,625

156,708

Long-term debt, less current portion

151,558

 

161,135

 

138,290

Deferred income taxes

17,236

16,356

16,225

Deferred income taxes

18,008

 

18,096

 

16,692

Other Liabilities

2,254

3,552

3,710

Stockholders equity

141,193

141,811

143,144

Minority interest

Minority interest

1,104

 

971

 

518

Post retirement benefit obligations

Post retirement benefit obligations

2,136

 

2,265

 

1,661

Stockholders' equity

Stockholders' equity

126,995

 

129,241

 

142,807

Total liabilities and stockholders' equity

$420,692

 

$418,851

 

$438,691

Total liabilities and stockholders' equity.

$461,157

$413,341

$428,448

 

 

 

 

 

 

SHARES OUTSTANDING

14,061

14,046

14,045

SHARES OUTSTANDING

14,061

 

14,061

 

14,048

BOOK VALUE PER SHARE

$10.04

$10.10

$10.19

BOOK VALUE PER SHARE

$9.03

 

$9.19

 

$10.17

WORKING CAPITAL

$165,808

$126,551

$169,171

WORKING CAPITAL

$142,945

 

$155,320

 

$143,478

WORKING CAPITAL PER SHARE

$11.79

$9.01

$12.04

WORKING CAPITAL PER SHARE

$10.17

 

$11.05

 

$10.21

DEBT TO CAPITAL

55.3%

47.2%

52.8%

DEBT TO CAPITAL

55.0%

 

56.0%

 

49.8%

CONDENSED STATEMENTS OF CASH FLOWS

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

(Dollars in thousands)

For the Three Months

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Ended March 31,

(Dollars in thousands)

For the Nine Months

 
 

Ended Sept. 30,

 

Cash flows from operating activities:

2000

 

1999

 

Cash flows from operating activities:

Cash flows from operating activities:

2000

 

2001

Net income.

$7,981

 

$7,243

 

Net income

$805

 

$3,766

Depreciation and amortization

7,102

 

7,307

 

Depreciation

2,398

 

2,438

Other.

 (6,844)

5,646

Other

(958)

 

(3,661)

Cash provided from operating activities before

    

Cash provided from operating activities before

 

 

 

working capital changes

8,239

 

20,196

 

working capital changes

2,245

 

2,543

(Increase) decrease in working capital

 (39,237)

 

12,485

 

(Increase) decrease in working capital

12,277

 

(14,031)

Net cash provided from (used by) operating activities

Net cash provided from (used by) operating activities

 (30,998)

 

32,681

 

Net cash provided from (used by) operating activities

14,522

 

(11,488)

Cash flows from investing activities:

Cash flows from investing activities:

    

Cash flows from investing activities:

 

 

 

Investments and acquisitions

 (4,050)

 

 (3,097)

)

Capital expenditures, net of sales proceeds

 (4,876)

 

 (5,258)

)

Capital expenditures, net of sales proceeds

(1,846)

 

(1,079)

Net cash provided from (used by) investing activities

Net cash provided from (used by) investing activities

 (8,926)

 

 (8,355)

)

Net cash provided from (used by) investing activities

(1,846)

 

(1,079)

Cash flows from financing activities:

Cash flows from financing activities:

    

Cash flows from financing activities:

 

 

 

Long-term borrowings, net

48,401

 

 (15,909)

)

Long-term borrowings, net

(9,577)

 

15,327

Dividends paid

Dividends paid

 (8,245)

 

 (8,216)

)

Dividends paid

(2,761)

 

(2,742)

Other.

(352)

 

137

 

Other

(290)

 

(28)

Net cash provided from (used by) financing activities

Net cash provided from (used by) financing activities

39,804

 

 (23,988)

)

Net cash provided from (used by) financing activities

(12,628)

 

12,557

Net increase (decrease) in cash

Net increase (decrease) in cash

 $(120)

 

$338

 

Net increase (decrease) in cash

$48

 

$(10)

Cash - beginning of year

2,578

 

2,954

 

Cash - beginning of year

2,079

 

2,578

Cash - end of period

$2,458

 

$3,292

 

Cash - end of period

$2,127

 

$2,568

Supplemental Cash Disclosure

    

Supplemental Cash Disclosure - Cash Paid During the Period

Supplemental Cash Disclosure - Cash Paid During the Period

 

 

 

Interest

$7,406

 

$8,290

 

Interest

$2,551

 

$1,873

Income taxes

$5,079

 

$3,517

 

Income taxes

$(2,335)

 

$1,975

Page 4 of 9

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

COMPARATIVE STATEMENTS OF INCOME

 

 

 

(Dollars in thousands, except per share data)

 

 

 

 

For the Three Months Ended March 31,

(Unaudited)

2001

 

2000

 

 

 

 

Net sales

$183,646

 

$195,239

Cost of material sold

128,106

 

135,945

 

Gross profit on sales

55,540

 

59,294

Operating expenses

49,064

 

48,224

Depreciation and amortization expense

2,398

 

2,438

Interest expense, net

2,603

 

2,304

 

 

 

 

Income before taxes

1,475

 

6,328

Income Taxes:

 

 

 

 

Federal

525

 

2,052

 

State

145

 

510

 

 

670

 

2,562

 

 

 

 

 

Net income

$805

 

$3,766

 

 

 

 

Net income per share

$.06

 

$.27

Diluted income per share

$.06

 

$.27

 

 

 

 

Financial Ratios:

 

 

 

 

Return on sales

0.44%

 

1.93%

 

Asset turnover

1.75

 

1.78

 

Return on assets

0.77%

 

3.43%

 

Leverage factor

3.26

 

3.09

 

Return on opening stockholders' equity

2.49%

 

10.62%

 

 

 

 

 

Other Data:

 

 

 

 

Cash dividends paid

$2,761

 

$2,742

 

Dividends per share

$0.195

 

$0.195

 

Average number of shares outstanding

14,061

 

14,048

 

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 September 30,March 31, 2001, and March 31, 2000, December 31, 1999 and September 30, 1999, must necessarily be based on management's estimates of expected year endyear-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 $44.6$42.9 million and $36.9 million at March 31, 2001 and $40.8 million at September 30,March 31, 2000, December 31, 1999 and September 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 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 9

1.

Condensed Financial Statements

 

The condensed financial statements included herein are unaudited, except for the balance sheet at December 31, 2000, 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 2001 interim results reported herein may not necessarily be indicative of the results of operations for the full year 2001.

 

 

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):

 

 

First Quarter

 

 

2001

 

2000

 

Net Income

$805

 

$3,766

 

Weighted average common shares outstanding

14,061

 

14,048

 

Dilutive effect of outstanding employees and

 

 

 

 

directors' common stock option

-

 

-

 

 

 

 

 

 

Diluted common shares outstanding

14,061

 

14,048

 

 

 

 

 

 

Basic earnings per share

$.06

 

$.27

 

Diluted earnings per share

$.06

 

$.27

 

 

 

 

 

 

Outstanding employee and directors'

 

 

 

 

common stock options having no

 

 

 

 

dilutive effect

 1,318

 

 89

 

 

 

 

 

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 9

4.

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 was required to and has adopted SFAS No. 137 on January 1, 2001. The adoption did not have a significant effect on the Company's consolidated results of operations or financial position during 2001.

 

 

Item 2.

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

 

 

 

Results of Operations

 

Net profit for the first quarter of 2001 was down 78.6% compared to 2000's first quarter. The Company earned $0.8 million ($.06 per share) as compared to $3.8 million ($.27 per share) in the comparable quarter last year. Results were adversely affected by the general slowdown in the economy.

 

 

 

Quarterly sales totaled $183.6 million, representing a 5.9% decrease from the first quarter of 2000 sales of $195.2 million. The negative affect was due to a 16% decrease in tons sold offset by a shift in mix towards higher priced products.

 

 

 

Gross profit for the quarter went down by $3.8 million (6.3%) to $55.5 million due mainly to sales volume reductions. Total gross margin percentage decreased slightly from 30.4% to 30.2%.

 

 

 

First quarter operating expenses were up $0.8 million (1.7%) when compared to the first quarter of last year. Rentals on new equipment and a full quarter of expenses from the acquisition of a company in April 2000 where the main reasons for the increases. Although previously announced workforce reductions took place during the first quarter of 2001, severance and other reduction implementation costs offset the savings for the current period.

 

 

 

First quarter depreciation and amortization expense is comparable to last year.

 

 

 

Net interest expense for the first quarter was up approximately $0.3 million (13.0%) as compared to the first quarter of 2000. The increase reflects the additional debt needed to finance equity reductions and acquisitions.

 

 

 

Page 7 of 9

 

 

 

 

 

Liquidity and Capital Resources

 

Accounts receivable decreased by $3.3 million from the first quarter of last year mainly due to the reduction in sales volume. Net inventory went down by $13.4 million compared to last year's values due to the lower sales activity along with programmed reductions put in place in order to increase cash flow. Reduction of $11.7 million in accounts payable was reflective of the decreased inventory. Total long-term debt increased by $13.1 million as compared to the March 31, 2000 primarily as a result of the need to fund the decrease in equity. The Company's debt-to-capital ratio was 55.0% as of March 31, 2001 compared to 56.0% and 49.8% at December 31, 2000 and March 31, 2000, respectively.

 

 

 

The Company has unused committed and uncommitted lines of bank credit of $123.3 million as of March 31, 2001 compared to $135.5 million at March 31, 2000.

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 9

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 increase 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 Company's debt-to-capital ratio was 55.3% at September 30, 2000 compared 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 compared 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 operations or financial position.

 

 

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 66.

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.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:May 7, 2001

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.)