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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
-------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission File Number 33-64325
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REUNION INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 06-1439715
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
11 STANWIX STREET, SUITE 1400
PITTSBURGH, PENNSYLVANIA 15222
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(412) 281-2111
----------------------------------------------------
(Registrant's telephone number, including area code)
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
----- -----
At July 31, 2003, 16,278,579 shares of common stock, par value $.01 per
share, were outstanding.
Page 1 of 40 pages.
Exhibit index is on page 34.
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FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act which are intended to be covered by the safe harbors created thereby. The
forward-looking statements contained in this report are enclosed in brackets
[] for ease of identification. All forward-looking statements involve risks
and uncertainties which could cause the future results and shareholder values
to differ materially from those expressed in the forward-looking statements.
Although the Company believes that the assumptions underlying the
forward-looking statements contained in this report are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurances
that the forward-looking statements included or incorporated by reference in
this report will prove to be accurate. Factors that could cause actual
results to differ materially from those described in the forward-looking
statements include, without limitation, the strengths/weaknesses of the
Company's primary markets, the Company's ability to negotiate trade terms with
its vendors, the continued forbearance of the Company's creditors with respect
to indebtedness in default and the Company's ability to restructure and
renegotiate the terms of the Company's indebtedness. In light of the
significant uncertainties inherent in the forward-looking statements included
or incorporated by reference herein, the inclusion of such information should
not be regarded as a representation by the Company or any other person that
the Company's objectives and plans will be achieved. In addition, the Company
does not intend to, and is not obligated to, update these forward-looking
statements after filing and distribution of this report, even if new
information, future events or other circumstances have made them incorrect or
misleading as of any future date.
- 2 -
REUNION INDUSTRIES, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet at
June 30, 2003 (unaudited) and December 31, 2002 4
Condensed Consolidated Statement of Operations
and Comprehensive Operations for the three and six
months ended June 30, 2003 and 2002 (unaudited) 5
Condensed Consolidated Statement of Cash Flows for
the six months ended June 30, 2003 and 2002 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 28
Item 4. Controls and Procedures 28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 28
Item 3. Defaults Upon Senior Securities 28
Item 4. Submission of Matters to a Vote of Security Holders 29
Item 6. Exhibits and Reports on Form 8-K 30
SIGNATURES 30
CERTIFICATIONS 31
- 3 -
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AT JUNE 30, 2003 AND DECEMBER 31, 2002
(in thousands)
At June 30, At December 31,
2003 2002
----------- --------------
(unaudited)
ASSETS:
Cash and cash equivalents $ 909 $ 807
Receivables (net of allowance of
$328 and $300, respectively) 11,318 12,269
Advances to employees 113 113
Inventories, net 9,154 7,895
Other current assets 1,960 1,913
-------- --------
Total current assets 23,454 22,997
Property, plant and equipment, net 15,524 16,716
Due from related parties 1,520 1,496
Goodwill, net 11,007 11,007
Other assets, net 3,035 3,102
-------- --------
Total assets $ 54,540 $ 55,318
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Debt in default $ 39,512 $ 40,049
Current maturities of debt 75 89
Trade payables 12,204 10,961
Accrued interest 8,534 6,748
Due to related parties 2,847 2,422
Other current liabilities 9,019 11,251
Notes payable 4,161 4,661
Notes payable - related parties 5,115 4,615
-------- --------
Total current liabilities 81,467 80,796
Long-term debt 27 61
Other liabilities 5,301 5,301
-------- --------
Total liabilities 86,795 86,158
Commitments and contingent liabilities - -
Stockholders' deficit (32,255) (30,840)
-------- --------
Total liabilities and stockholders' deficit $ 54,540 $ 55,318
======== ========
See accompanying notes to condensed consolidated financial statements.
- 4 -
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(in thousands, except per share information)(unaudited)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
-------- -------- -------- --------
Sales $ 18,076 $ 21,457 $ 39,339 $ 36,301
Cost of sales 14,858 18,107 31,930 32,249
-------- -------- -------- --------
Gross profit 3,218 3,350 7,409 4,052
Selling, general & administrative 2,663 3,373 5,464 7,042
Other expense (income), net (33) (20) (61) (781)
-------- -------- -------- --------
Operating profit (loss) 588 (3) 2,006 (2,209)
Interest expense, net 1,912 1,824 3,421 3,902
-------- -------- -------- --------
Loss from continuing operations
before income taxes (1,324) (1,827) (1,415) (6,111)
Provision for income taxes - - - -
-------- -------- -------- --------
Loss from continuing operations (1,324) (1,827) (1,415) (6,111)
Loss from discontinued operations,
net of tax of $-0- - (2,272) - (2,272)
-------- -------- -------- --------
Net and comprehensive loss $ (1,324) $ (4,099) $ (1,415) $ (8,383)
======== ======== ======== ========
Loss applicable to common
stockholders $ (1,324) $ (4,099) $ (1,415) $ (8,383)
======== ======== ======== ========
Basic and diluted loss
per common share:
Continuing operations $ (0.08) $ (0.12) $ (0.09) $ (0.39)
Discontinued operations - (0.14) - (0.14)
-------- -------- -------- --------
Loss per common share - basic
and diluted $ (0.08) $ (0.26) $ (0.09) $ (0.53)
======== ======== ======== ========
Weighted average shares
outstanding - basic 16,279 15,691 16,279 15,691
======== ======== ======== ========
Weighted average shares
outstanding - diluted 16,279 15,691 16,279 15,691
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
- 5 -
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(in thousands)
(unaudited)
Six Months Ended
June 30, June 30,
2003 2002
-------- --------
Cash provided by operating activities $ 850 $ 995
-------- --------
Cash flow from investing activities:
Proceeds from sale of assets of discontinued
bridges and cranes operations - 3,058
Proceeds from sale of property - 375
Capital expenditures (165) (286)
-------- --------
Cash (used in) provided by investing activities (165) 3,147
-------- --------
Cash flow from financing activities:
Net change in revolving credit facility 1,199 (48)
Repayments of debt (1,782) (4,743)
-------- --------
Cash used in financing activities (583) (4,791)
-------- --------
Net increase (decrease) in cash and cash equivalents 102 (649)
Net change in cash of discontinued operations - 348
Cash and cash equivalents, beginning of year 807 686
-------- --------
Cash and cash equivalents, end of period $ 909 $ 385
======== ========
Interest paid $ 712 $ 1,203
======== ========
See accompanying notes to condensed consolidated financial statements.
- 6 -
REUNION INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
NOTE 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all normal
recurring adjustments considered necessary for a fair statement of the results
of operations have been included. The results of operations for the three and
six month periods ended June 30, 2003 are not necessarily indicative of the
results of operations for the full year. When reading the financial
information contained in this Quarterly Report, reference should be made to
the financial statements, schedule and notes contained in Reunion's Annual
Report on Form 10-K for the year ended December 31, 2002, as amended by Form
10-K/A as filed on April 30, 2003.
Going Concern
These condensed consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company's
negative working capital position of $58.0 million at June 30, 2003 and
defaults on the Bank of America (BOA) Financing and Security Agreement and the
13% senior notes raise substantial doubt about its ability to continue as a
going concern. The Company's viability as a going concern is dependent upon
its ability to achieve profitable operations through increased sales and its
ability to obtain additional financing. These condensed consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 143, "Accounting for Asset Retirement Obligations." This statement
requires recognition of a liability for any legal obligations associated with
the retirement of a tangible long-lived asset. Any such liability will be
recorded at fair value when incurred and generally results in an increase to
the carrying amount of the related long-lived asset. The Company adopted SFAS
No. 143 in the first quarter of 2003. In doing so, the Company evaluated its
operating leases for property and equipment and environmental review reports
for owned property and concluded that the Company has no legal obligations for
retirement of tangible long-lived assets. Therefore, no amount has been
accrued in the financial statements at and for the period ended June 30, 2003
related to the adoption of SFAS No. 143.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." This statement eliminates the automatic
classification of gain or loss on extinguishment of debt as an extraordinary
item of income and requires that such gain or loss be evaluated for
extraordinary classification under the criteria of Accounting Principles Board
No. 30 "Reporting Results of Operations." This statement also requires sales-
leaseback accounting for certain lease modifications that have economic
effects that are similar to sales-leaseback transactions, and makes various
other technical corrections to existing pronouncements. This statement will
be effective for us for the year ending December 31, 2003. If we attempted to
and were successful in buying back the senior notes at a discount, the
- 7 -
adoption of this statement could have a material effect on our results of
operations.
In November 2002, the FASB issued FASB Interpretation (FIN) No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a
liability be recorded in the guarantor's balance sheet upon issuance of a
guarantee. In addition, FIN 45 requires disclosures about the guarantees that
an entity has issued, including a rollforward of the entity's product warranty
liabilities. Our financing agreements prohibit us from guaranteeing, either
directly or otherwise, the indebtedness of others. We complied with the
warranty rollforward provisions of FIN 45.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-
Based Compensation, Transition and Disclosure." SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. SFAS No.
148 also requires that disclosures of the pro forma effect of using the fair
value method of accounting for stock-based employee compensation be displayed
more prominently and in tabular format. Additionally, SFAS No. 148 requires
disclosure of the pro forma effect in interim financial statements. The
transition and annual disclosure requirements are effective for our 2003
fiscal year. The interim disclosure requirements are now effective. We do
not expect the adoption of SFAS No. 148 to have an effect on our results of
operations or financial position.
In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities." This Interpretation clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of
a controlling financial interest or do not have sufficient equity at risk for
the entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 applies to variable interest entities
created after January 31, 2003, and is effective as of July 31, 2003 for
variable interest entities created prior to February 1, 2003. Reunion does
not expect the adoption of FIN 46 to have a material effect on its financial
position, results of operations or cash flows.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities." This statement amends SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," for
implementation issues related to the definition of a derivative and other FASB
projects related to financial instruments. SFAS No. 149 requires that
contracts with comparable characteristics be accounted for in a similar
fashion. SFAS No. 149 applies prospectively to contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003. Reunion does not expect the adoption of SFAS No. 149 to have a
material effect on its financial position, results of operations or cash
flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
This statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. SFAS No. 150 requires that financial instruments within the scope of
SFAS No. 150 be classified as a liability or an asset. SFAS No. 150 is
effective for all financial instruments entered into after May 31, 2003 and
otherwise, the beginning of the first interim period after June 15, 2003.
Reunion does not expect the adoption of SFAS No. 150 to have a material effect
on its financial position, results of operations or cash flows.
- 8 -
Stock-Based Compensation
The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" and related interpretations in
accounting for stock options and awards. Accordingly, no compensation costs
for stock options is included in operating results since all awards were made
at exercise prices at or above their fair value on the dates of grants.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-
Based Compensation - Transition and Disclosure, amending FASB Statement No.
123, Accounting for Stock Based Compensation." This statement amends SFAS No.
123 to provide alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-
based employee compensation. It also amends the disclosure provisions of SFAS
No. 123 to require prominent disclosure about the effects on operating results
of an entity's accounting policy decisions with respect to stock-based
employee compensation. SFAS No. 148 also amends APB 28, "Interim Financial
Reporting" to require disclosure about those effects in interim financial
information. We adopted the disclosure provisions for the year ended December
31, 2002. The following table illustrates the effect on results of operations
if the Company had applied the fair value recognition provisions of SFAS No.
123 for the three and six month periods ended June 30, 2003 and 2002 (in
thousands, except for per share amount)(unaudited):
3-Mos. Ended 6-Mos. Ended
------------------ ------------------
2003 2002 2003 2002
-------- -------- -------- --------
Net loss as reported $ (1,324) $ (4,099) $ (1,415) $ (8,383)
Deduct: Total stock-based employee
compensation determined
under fair value method for
stock options, net of tax - (62) - (125)
-------- -------- -------- --------
Pro forma loss applicable
to common stockholders $ (1,324) $ (4,161) $ (1,415) $ (8,508)
======== ======== ======== ========
Basic loss per share, as reported $ (0.08) $ (0.26) $ (0.09) $ (0.53)
======== ======== ======== ========
Basic loss per share, pro forma $ (0.08) $ (0.27) $ (0.09) $ (0.54)
======== ======== ======== ========
Diluted loss per share, as reported $ (0.08) $ (0.26) $ (0.09) $ (0.53)
======== ======== ======== ========
Diluted loss per share, pro forma $ (0.08) $ (0.27) $ (0.09) $ (0.54)
======== ======== ======== ========
NOTE 2: RECENT DEVELOPMENTS
Senior Subordinated Secured Promissory Note
On August 11, 2003, Reunion and a private investment fund executed a
senior subordinated secured promissory note payable in the amount of and with
cash proceeds of $2.5 million. The note bears interest at 10% per annum, such
interest being payable on the last day of every month in arrears commencing on
August 31, 2003. The principal amount of $2.5 million is due on August 11,
2005 with voluntary prepayments permitted. The note is secured by the assets
of Reunion, provided that such security interest is subordinate to the
security interest of BOA. In addition to its subordinated security interest,
the Fund received a warrant to purchase 625,000 shares of the Company's common
stock and registration rights with respect to the warrant and shares issuable
thereto at a price of $0.01 per share.
- 9 -
13% Senior Notes and Semi-Annual Interest Payments
We have a total of $24.855 million of 13% senior notes outstanding, of
which a sinking fund payment of $12.5 million was due on May 1, 2002 and the
remainder was due on May 1, 2003. The senior notes require semi-annual
interest payments every November 1st and May 1st. We were unable to make the
semi-annual interest payments of $1.616 million on each of November 1, 2001
and 2002 and May 1, 2002 and 2003. We were also unable to make the sinking
fund payments due May 1, 2002 and 2003. This inability to fund our
obligations under the 13% senior notes is due to a lack of liquidity and
availability under our revolving credit facility with BOA.
An event of default as defined in the indenture governing the senior
notes has existed since December 1, 2001 as we were not able to make the
November 1, 2001 semi-annual interest payment within the 30-day cure period
provided for in the indenture. Although they have not moved to do so, the
senior notes holders can demand payment of all amounts outstanding, including
accrued and unpaid interest of $7.4 million, totaling $32.3 million at June
30, 2003. Interest accrues at approximately $0.3 million per month.
Bank of America Revolving and Term Loan Credit Facilities
We have a total of $14.7 million of senior secured revolving and term
loan credit facilities outstanding at June 30, 2003 with BOA. We have been in
default under these facilities since September 30, 2001 due to our inability
to achieve our financial ratio covenants contained in the financing and
security agreement with BOA. During the third quarter of 2001 we were also
unable to maintain the $1.5 million minimum availability under the revolving
credit facility as required by a December 2000 amendment.
During the late first quarter and early second quarter of 2003, we
attempted to refinance all of our BOA credit facilities with another lender.
During this time period, Reunion and BOA executed various forbearance
agreements wherein BOA agreed to standstill. However, we were not successful
in our attempt to refinance with the chosen lender. After discussions with
BOA, on July 14, 2003, Reunion and BOA agreed to and executed a Waiver and
Amendment No. 6 to the Amended and Restated Financing Agreement dated March
16, 2000. The Waiver and Amendment No. 6 dated July 14, 2003 provides that,
among other things, BOA and the other bank participants agree to waive the
existing defaults under the BOA credit facilities subject to certain
conditions including, but not limited to, no acceleration, action or
proceeding by the holders of Reunion's 13% senior notes. Reunion has also
agreed to (i) maintain a monthly minimum EBITDA, as defined, beginning in July
2003 and continuing through June 2004, (ii) attempt to sell certain real
estate, (iii) pursue credit facilities with lenders acceptable to BOA and (iv)
if unsuccessful in obtaining an acceptable commitment letter by September 30,
2003, engage an investment banker to sell assets necessary to fully repay the
BOA facilities.
NOTE 3: DEBT IN DEFAULT AND LONG-TERM DEBT
Debt in default consists of the following (in thousands):
At June 30, At December 31,
2003 2002
----------- --------------
(unaudited)
13% senior notes $ 24,855 $ 24,855
BOA revolving credit facility 12,986 11,787
BOA term loan A due March 16, 2007 1,671 3,407
-------- --------
Total debt in default $ 39,512 $ 40,049
======== ========
- 10 -
NOTE 4: INVENTORIES
Inventories are comprised of the following (in thousands):
At June 30, At December 31,
2003 2002
----------- --------------
(unaudited)
Raw material $ 2,910 $ 2,820
Work-in-process 2,820 2,301
Finished goods 3,451 2,801
-------- --------
Gross inventories 9,181 7,922
Less: LIFO reserves (27) (27)
-------- --------
Inventories $ 9,154 $ 7,895
======== ========
NOTE 5: STOCKHOLDERS' DEFICIT AND EARNINGS PER SHARE
The following represents a reconciliation of the change in stockholders'
deficit for the six month period ended June 30, 2003 (in thousands):
Accum-
Par Capital ulated
Value in Other
of Excess Accum- Compre-
Common of Par ulated hensive
Stock Value Deficit Loss Total
------ ------- -------- -------- --------
At January 1, 2003 $163 $25,195 $(54,188) $ (2,010) $(30,840)
Activity (unaudited):
Net loss - - (1,415) - (1,415)
---- ------- -------- -------- --------
At June 30, 2003 $163 $25,195 $(55,603) $ (2,010) $(32,255)
==== ======= ======== ======== ========
The computations of basic and diluted loss per common share [LPS] for the
three and six month periods ended June 30, 2003 and 2002 are as follows (in
thousands, except per share amounts)(unaudited):
Net Loss Shares LPS
-------- -------- -------
Three months ended June 30, 2003:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic and diluted LPS $ (1,324) 16,279 $ (0.08)
======== ======== =======
Three months ended June 30, 2002:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic and diluted LPS $ (4,099) 15,691 $ (0.26)
======== ======== =======
Six months ended June 30, 2003:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic and diluted LPS $ (1,415) 16,279 $ (0.09)
======== ======== =======
Six months ended June 30, 2002:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic and diluted LPS $ (8,383) 15,691 $ (0.53)
======== ======== =======
- 11 -
At June 30, 2003, the Company's stock options outstanding totaled
44,000, none of which were at exercise prices below the average market
price of the underlying security during the first half of 2003. At June 30,
2002, the Company's stock options outstanding totaled 1,089,000, none of which
were at exercise prices below the average market price of the underlying
security during the first half of 2002. Therefore, basic and diluted LPS are
equal in both periods.
At its meeting held June 26, 2003, the Company's board of directors
approved the issuance of 170,000 options to purchase the Company's common
stock to two members of the Company's board of directors and one non-board
member of the Company's executive management. The effective date of the
issuance is July 1, 2003.
NOTE 6: COMMITMENTS AND CONTINGENT LIABILITIES
Legal Proceedings
The Company and its subsidiaries are defendants in a number of lawsuits
and administrative proceedings, which have arisen in the ordinary course of
business of the Company and its subsidiaries. The Company believes that any
material liability which can result from any of such lawsuits or proceedings
has been properly reserved for in the Company's consolidated financial
statements or is covered by indemnification in favor of the Company or its
subsidiaries, and therefore the outcome of these lawsuits or proceedings will
not have a material adverse effect on the Company's consolidated financial
position, results of operations or cash flows.
In June 1993, the U.S. Customs Service (Customs) made a demand on
Chatwins Group's former industrial rubber distribution division for $612,948
in marking duties pursuant to 19 U.S.C. Sec. 1592. The duties are claimed on
importations of "unmarked" hose products from 1982 to 1986. Following
Chatwins Group's initial response raising various arguments in defense,
including expired statute of limitations, Customs responded in January 1997 by
reducing its demand to $370,968 and reiterating that demand in October 1997.
Chatwins Group restated its position and continues to decline payment of the
claim. Should the claim not be resolved, Customs threatens suit in the
International Courts of Claims. The Company continues to believe, based on
consultation with counsel, that there are facts which raise a number of
procedural and substantive defenses to this claim, which will be vigorously
defended. There is no applicable insurance coverage.
In December 1999, a stockholder of Reunion filed a purported class-action
lawsuit in Delaware Chancery Court alleging, among other things, that
Reunion's public stockholders would be unfairly diluted in the merger with
Chatwins Group. The lawsuit sought to prevent completion of the merger and,
the merger having been completed, seeks rescission of the merger or awarding
of damages. The lawsuit remains in the initial stages of discovery. Reunion
intends to vigorously contest the suit.
The Company has been named as a defendant in fifteen consolidated
lawsuits filed in December 2000 or early 2001 in the Superior Court for Los
Angeles County, California, three of which are purported class actions
asserted on behalf of approximately 200 payees. The plaintiffs in these
suits, except one, are structured settlement payees to whom Stanwich Financial
Services Corp. (SFSC) is indebted. The Company and SFSC are related parties.
In addition to the Company, there are numerous defendants in these suits,
including SFSC, Mr. Charles E. Bradley, Sr., Chairman of the Board, Chief
Executive Officer and a director of the Company (Mr. Bradley), the sole
shareholder of SFSC's parent, several major financial institutions and certain
others. All of these suits arise out of the inability of SFSC to make
- 12 -
structured settlement payments when due. Pursuant to the court's order,
plaintiffs in the purported class actions and plaintiffs in the individual
cases actions filed a model complaint. Except for the class allegations, the
two model complaints are identical. The plaintiffs seek compensatory and
punitive damages, restoration of certain alleged trust assets, restitution and
attorneys' fees and costs.
The plaintiffs in one of the suits are former owners of a predecessor of
SFSC and current operators of a competing structured settlement business.
These plaintiffs claim that their business and reputations have been damaged
by SFSC's structured settlement defaults, seek damages for unfair competition
and purport to sue on behalf of the payees.
The plaintiffs allege that the Company borrowed funds from SFSC and has
not repaid these loans. The plaintiffs' theories of liability against the
Company are that it is the alter ego of SFSC and Mr. Bradley and that the
Company received fraudulent transfers of SFSC's assets. The plaintiffs also
assert direct claims against the Company for inducing breach of contract and
aiding and abetting an alleged breach of fiduciary duty by SFSC.
On May 25, 2001, SFSC filed a Chapter 11 Bankruptcy Petition in the U.S.
Bankruptcy Court for the District of Connecticut. SFSC filed an adversary
proceeding in the bankruptcy case against the plaintiffs seeking a declaration
that the structured settlement trust assets are the property of the bankruptcy
estate. On July 16, 2001, the bankruptcy court granted a temporary
restraining order enjoining the plaintiffs from prosecuting their claims
against the Company, SFSC, Mr. Bradley and others. As a result of this
restraining order of the bankruptcy court, the Company entered a standstill
agreement with the plaintiffs on August 22, 2001. Pursuant to the standstill
agreement, and the stipulation of the parties to the SFSC bankruptcy case, the
plaintiffs agreed to take no further action to prosecute any claim in the
litigation against the Company, Mr. Bradley and others to recover any
structured settlement trust assets or any derivative claims or claims based on
allegations of alter ego, fraudulent transfer or conversion. The plaintiffs
did not agree to waive or release their direct personal claims against the
Company for damages, but the plaintiffs agreed to cease and desist the
prosecution of those claims until no earlier than sixty days following service
of written notice to the Company stating that they have elected to
unilaterally terminate the standstill.
Plaintiffs filed second amended model complaints in the class actions and
individual cases on August 24, 2001. The court granted plaintiffs' motion for
class certification on February 13, 2002 and certified a class consisting of
unpaid structured settlement payees. Both model complaints allege causes of
action against the Company for interference with contract and aiding and
abetting breach of fiduciary duty. However, pursuant to the standstill
agreement, the plaintiffs are taking no action to prosecute these claims
against the Company at this time.
Certain of the financial institution defendants have asserted cross-
complaints against the Company for implied and express indemnity and
contribution and negligence. The Company denies the allegations of the
plaintiffs and the cross-complainant financial institutions and intends to
vigorously defend against these actions and cross-actions.
The Company has been named in approximately 1,250 separate asbestos suits
filed since January 1, 2001 by three plaintiffs' law firms in Wayne County,
Michigan. The claims allege that cranes from the Company's crane
manufacturing location in Alliance, OH were present in various parts of
McLouth and Great Lakes Steel Mills in Wayne County, Michigan and that those
cranes contained asbestos to which plaintiffs were exposed over a 40 year
span. Counsel for the Company has filed an answer to each complaint denying
liability by the Company and asserting all alternative defenses permitted
- 13 -
under the Court's Case Management Order. Counsel for the Company has
successfully resolved 401 cases with little or no cost to the Company. The
Company denies that it manufactured any products containing asbestos or
otherwise knew or should have known that any component part manufacturers
provided products containing asbestos. The Company intends to vigorously
defend against these lawsuits.
Since July 10, 2001, various legal actions, some involving multiple
plaintiffs, alleging personal injury/wrongful death from asbestos exposure
have been filed in multiple states, including California, Oregon, Washington,
New York and Mississippi, against a large number of defendants, including
Oneida Rostone Corporation (ORC), pre-merger Reunion's Plastics subsidiary and
the Company's Plastics segment. In October 2001, Allen-Bradley Company, a
former owner of the Rostone business of ORC, accepted Reunion Industries'
tender of its defense and indemnification in the first such lawsuit filed
pursuant to a contractual obligation to do so. Subsequent to the acceptance
of the tender of defense and indemnification in the first lawsuit, Allen-
Bradley Company has accepted the Company's tender of defense and
indemnification in a total of 101 separate actions, all of which are being
defended by Allen-Bradley Company.
In the 2002 fourth quarter, in the Court of Common Pleas of Stark County,
Ohio, Putman Properties, Inc. filed a complaint against the Company asserting
breach of an exclusive listing contract in connection with the sale of certain
property ancillary to the divestiture of the Company's Alliance Machine
division in Alliance, Ohio. The plaintiff is a broker who claims entitlement
to a commission in the amount of $230,000. The Company has answered the
complaint, denies any liability and intends to vigorously defend against this
lawsuit. Discovery is ongoing with a trial date of September 22, 2003. No
amount has been accrued for this matter in the Company's financial statements.
In the 2002 fourth quarter, the Company filed suit in the District Court
for New Jersey against Paquet, a general contractor doing business in the
state of New Jersey. The Company contends that it is owed approximately $1.5
million in overdue payments and backcharges related to the supply of
structural steel for the construction of a bridge in New Jersey. The
defendant has asserted a counterclaim against the Company in the amount of
$2.5 million. Discovery is in process. The parties have agreed to submit
these disputes to non-binding mediation in an attempt to reach a resolution.
Mediation is tentatively set for August 19, 2003. Absent a resolution through
non-binding mediation, the Company intends to vigorously pursue its suit
against the defendant and defend against its counterclaim. No amount has been
accrued for this matter in the Company's financial statements.
In the 2002 fourth quarter, Wheeling-Pittsburgh Steel Corporation
(debtor) filed suit against the Company in U.S. Bankruptcy Court for the
Northern District of Ohio, seeking to compel the return of certain
preferential transfers pursuant to 11 U.S.C 547. The debtor seeks a judgment
in the amount of $2,705,541. The Company filed an answer alleging that such
payments are not avoidable because (a) the transfers were made by the Debtor
in the ordinary course of business and (b) the Company extended new value to
the Debtor after the transfers were made in an amount exceeding the original
payments. A status conference was held before the court on April 21, 2003.
The parties agreed to stay discovery pending settlement discussions. No trial
dates have been established. Absent a resolution of this matter through
settlement discussions, the Company intends to vigorously defend against this
lawsuit. No amount has been accrued for this matter in the Company's
financial statements.
In connection with the Chapter 11 bankruptcies of LTV Steel Company, Inc.
(LTV), et al, pending in the United States Bankruptcy Court for the Northern
District of Ohio, Youngstown Division, LTV has filed a complaint for avoidance
and recovery of preferential transfers against Alliance Machine Division, a
- 14 -
former division of the Company. Pursuant to an adversary proceeding filed in
the LTV Case on December 17, 2002, LTV seeks recovery of $385,000 in alleged
preferential transfers, together with costs and attorney's fees. Prosecution
of preference actions has been stayed through September 30, 2003 by order of
the bankruptcy court. The Company believes it has adequate defenses and
intends to vigorously defend against this complaint. No amount has been
accrued for this matter in the Company's financial statements.
In the 2002 fourth quarter, Dick Corporation (Dick) filed an action
against the Company in the Court of Common Pleas of Allegheny County, PA.
Dick alleges that the Company breached a contract to supply it with structural
steel for use in a construction project for the PA Department of
Transportation. Dick seeks damages of approximately $351,000, representing
the extra costs allegedly incurred by Dick for Dick to secure structural steel
from another vendor. The Company has filed an answer to Dick's complaint in
which it denies any liability. Pleading are closed and discovery has begun.
The Company believes it has meritorious defenses against Dick's suit and
intends to vigorously defend against it. No amount has been accrued for this
matter in the Company's financial statements.
Environmental Compliance
Various U.S. federal, state and local laws and regulations including,
without limitation, laws and regulations concerning the containment and
disposal of hazardous waste, oil field waste and other waste materials, the
use of storage tanks, the use of insecticides and fungicides and the use of
underground injection wells directly or indirectly affect the Company's
operations. In addition, environmental laws and regulations typically impose
"strict liability" upon the Company for certain environmental damages.
Accordingly, in some situations, the Company could be liable for clean up
costs even if the situation resulted from previous conduct of the Company that
was lawful at the time or from improper conduct of, or conditions caused by,
previous property owners, lessees or other persons not associated with the
Company or events outside the control of the Company. Such clean up costs or
costs associated with changes in environmental laws and regulations could be
substantial and could have a materially adverse effect on the Company's
consolidated financial position, results of operations or cash flows.
Except as described in the following paragraphs, the Company believes it
is currently in material compliance with existing environmental protection
laws and regulations and is not involved in any significant remediation
activities or administrative or judicial proceedings arising under federal,
state or local environmental protection laws and regulations. In addition to
management personnel who are responsible for monitoring environmental
compliance and arranging for remedial actions that may be required, the
Company has also employed outside consultants from time to time to advise and
assist the Company's environmental compliance efforts. Except as described in
the following paragraphs, the Company has not recorded any accruals for
environmental costs.
In February 1996, Reunion was informed by a contracted environmental
services consulting firm that soil and ground water contamination exists at
its Lafayette, Indiana site. Since then, the Company has expended $419,275 of
remediation costs. The Company estimates completion of this remediation
effort to be $15,000.
In connection with the sale of its former oil and gas operations, pre-
merger Reunion retained certain oil and gas properties in Louisiana because of
litigation concerning environmental matters. The Company is in the process of
environmental remediation under a plan approved by the Louisiana Department of
Natural Resources Office of Conservation (LDNROC). The Company has recorded
an accrual for its proportionate share of the remaining estimated costs to
- 15 -
remediate the site based on plans and estimates developed by the environmental
consultants hired by the Company. During 1999, the Company conducted
remediation work on the property. The Company paid $172,000 of the total cost
of $300,000. Regulatory hearings were held in January 2000 and 2001 to
consider the adequacy of the remediation conducted to date. In August 2001,
LDNROC issued its order for the Company to complete the soil remediation under
the plan approved in 1999 and to perform additional testing to determine to
what extent groundwater contamination might exist. No remediation was
performed in 2000, 2001 or 2002 pending the decision. However, the Company
has paid $434,000 for its share of consulting services in connection with the
hearings. Most recently, the Company's environmental consultants filed with
the LDNROC updated amendments to the prior approved plan for sampling and
remediation. If approved, the plan will be implemented. At June 30, 2003,
after accruing an additional $40,000 in December 2002, the balance accrued for
these remediation costs is approximately $912,000. The Company believes that
future remediation costs will not exceed the amount accrued.
Litigation on this matter had been stayed pending the determination by
the LDNROC as to the extent of remediation that would be required. Such stay
was lifted and the District Court had established a jury trial for September
22, 2003 to determine the necessity for any further remediation and the extent
of damages, if any, suffered by the plaintiff owners of the property.
However, a tentative agreement to settle the litigation by the plaintiff
owners of the property has been reached in principle between the involved
parties, the details of which are currently being finalized. Following
implementation of this potential settlement agreement, LDNROC will revisit the
extent of the remaining remediation necessary. No accrual has been made for
costs of any potential alternative clean-up methodology that might be imposed
as a result of the outcome of the litigation.
On March 15, 2002, the Company received a Request for Information from
the United States Environmental Protection Agency (USEPA) regarding the
Gambonini Mine Site (Site) outside Petaluma, Marin County, California. The
Company gathered and forwarded the information the USEPA requested. On May
16, 2002, the Company, as the successor to Buttes Gas & Oil Company (BGO),
received from the USEPA a notice of potential liability and demand for payment
of $3,909,614.37 for reimbursement of costs related to the USEPA's removal and
environmental restoration efforts at the Site initiated in 1998 pursuant to
the Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA).
BGO, predecessor by merger to the Company, leased the site for mining
purposes and operated a mercury mine there from 1965 to 1970. BGO's mining
operations were terminated in 1970. Subsequently, under the supervision of
the environmental and planning representatives of Marin County, BGO completed
closure and environmental restoration activities at the site, including
stabilization and re-vegetation of the site. BGO then quitclaimed the mining
lease to the Site owners, the Gambonini's, in 1973. Because of apparent
overgrazing at the Site subsequent to BGO's restoration efforts, a storm in
1982 caused severe flooding, which resulted in the failure of a dam built to
retain mining materials. Runoff from the flood released mining materials into
the creek below and, ultimately, into the Tomales Bay, a local recreation and
fishing area.
In 1985, BGO, headquartered in Houston, Texas, filed Chapter 11
proceedings in bankruptcy court in the Southern District of Texas in Houston.
In December 1988, BGO confirmed its plan of reorganization which provided for,
among other things, a discharge of all claims that arose prior to the date of
confirmation of the plan. The reorganization plan became effective in
February 1989.
- 16 -
In response to the USEPA's May 2002 demand for payment, the Company filed
an adversary proceeding in bankruptcy court in the Southern District of Texas
in Houston seeking an order to enjoin the USEPA from pursuing any claims
related to the Site. The USEPA responded by filing a motion to dismiss based
on several jurisdictional and substantive grounds. In an order issued on
August 26, 2002, the court ruled that it lacked jurisdiction in the adversary
proceeding and ordered it dismissed. The Company and the USEPA subsequently
entered into a tolling agreement through December 31, 2002, which has been
extended through November 30, 2003.
In March 2003, the Company and the USEPA reached an agreement in
principle to settle the USEPA's demand for payment for $100,000 plus interest
at the Superfund rate of 1.47%, payable in three installments over a two-year
period. This amount has been accrued as of December 31, 2002. This
settlement agreement will resolve the USEPA's claims for reimbursement of
environmental response costs under CERCLA, but does not resolve all possible
claims the United States may have with respect to the Gambonini mine site
which could include, but not be limited to, claims for natural resource
damages. The United States has given no indication as to whether or not it
will pursue such claims. The Company has agreed to toll the statute of
limitations with respect to any natural resource damages claims, if any, from
August 30, 2002 to April 1, 2008.
Product Warranties
The Company provides for warranty claims at its cylinders segment.
Amounts accrued are estimates of future claims based on historical claims
experience or a management estimate related to a specifically identified
issue. The Company reevaluates its product warranty reserve quarterly and
adjusts it based on changes in historical experience and identification of new
or resolution of prior specifically identified issues. A tabular
reconciliation of the product warranty reserve follows (in 000's):
General Specific
Description Reserve Accrual Total
- --------------------------------------------- -------- -------- --------
Balance at December 31, 2002 $ 175 $ 204 $ 379
Add: Provision for estimated future claims 45 - 45
Deduct: Cost of claims (64) (152) (216)
-------- -------- --------
Balance at June 30, 2003 $ 156 $ 52 $ 208
======== ======== ========
- 17 -
NOTE 7: OPERATING SEGMENT DISCLOSURES
The following represents segment financial data (in thousands)(unaudited):
Capital Total
Net Sales EBITDA(1) Spending Assets(2)
--------- --------- --------- ---------
Three months ended and
at June 30, 2003:
- ----------------------
Metals:
Pressure vessels and springs $ 6,250 $ 1,360 $ - $ 15,236
Cylinders 4,718 68 5 8,647
-------- -------- -------- --------
Subtotal Metals 10,968 1,428 5 23,883
Plastics 7,108 646 27 15,536
Corporate and other - (813) - 15,121
-------- -------- -------- --------
Totals $ 18,076 1,261 $ 32 $ 54,540
======== ======== ========
Depreciation and amortization(3) (673)
Interest expense (1,912)
--------
Loss from continuing operations
before income taxes $ (1,324)
========
Three months ended June 30, 2002
and at December 31, 2002:
- --------------------------------
Metals:
Pressure vessels and springs $ 8,119 $ 1,230 $ 5 $ 13,725
Cylinders 4,677 (84) - 9,700
-------- -------- -------- --------
Subtotal Metals 12,796 1,146 5 23,425
Plastics 8,661 540 - 16,536
Corporate and other - (927) - 15,357
Discontinued operations - - 21 -
-------- -------- -------- --------
Totals $ 21,457 759 $ 26 $ 55,318
======== ======== ========
Depreciation and amortization(3) (762)
Interest expense (1,824)
--------
Loss from continuing operations
before income taxes $ (1,827)
========
Six months ended and
at June, 2003:
- --------------------
Metals:
Pressure vessels and springs $ 13,780 $ 3,123 $ -
Cylinders 10,308 597 62
-------- -------- --------
Subtotal Metals 24,088 3,720 62
Plastics 15,251 1,297 102
Corporate and other - (1,653) 1
-------- -------- --------
Totals $ 39,339 3,364 $ 165
======== ========
Depreciation and amortization(3) (1,358)
Interest expense (3,421)
--------
Loss from continuing operations
before income taxes $ (1,415)
========
- 18 -
Capital
Net Sales EBITDA(1) Spending
--------- --------- ---------
Six months ended June 30, 2002:
- -------------------------------
Metals:
Pressure vessels and springs $ 10,600 $ 359 $ 46
Cylinders 9,118 (171) 25
-------- -------- --------
Subtotal Metals 19,718 188 71
Plastics 16,583 712 113
Corporate and other(4) - (1,637) -
Discontinued operations - - 102
-------- -------- --------
Totals $ 36,301 (737) $ 286
======== ========
Depreciation and amortization(3) (1,472)
Interest expense (3,902)
--------
Loss from continuing operations
before income taxes $ (6,111)
========
(1) EBITDA is presented as it is the primary measurement used by management
in assessing segment performance and not as an alternative measure of
operating results or cash flow from operations as determined by accounting
principles generally accepted in the United States, but because it is a
widely accepted financial indicator of a company's ability to incur and
service debt.
(2) Headquarters total assets at June 30, 2003 and December 31, 2002 includes
$8.0 million of goodwill. This goodwill relates to the Company's pressure
vessel and springs segment. For evaluation purposes under SFAS No. 142,
this goodwill is included in the carrying value of the pressure vessels
and springs segment.
(3) Excludes amortization of debt issuance expenses and fees of $11,000
and $192,000 for the three month periods ended June 30, 2003 and 2002,
respectively, and $71,000 and $324,000 for the six month periods ended
June 30, 2003 and 2002, respectively, which is included in interest
expense.
(4) Includes a $375,000 gain on sale of property in January 2002.
NOTE 8: DISCONTINUED OPERATIONS
Discontinued operations includes the discontinued bridges and cranes and
material handling systems businesses. Summarized results of discontinued
operations for the three and six month periods ended June 30, 2002 follows (in
thousands):
Three months ended June 30, 2002
--------------------------------
Net sales $ 12,934
Loss before taxes (2,272)
Six months ended June 30, 2002
--------------------------------
Net sales $ 26,182
Loss before taxes (2,272)
- 19 -
The above results of discontinued operations includes actual and
allocated interest expense for the three and six month periods ended June 30,
2002 totaling $1,193,000 and $1,820,000, respectively.
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis is provided to assist readers in
understanding financial performance during the periods presented and
significant trends which may impact future performance. It should be read in
conjunction with the consolidated financial statements and accompanying notes
included elsewhere in this Form 10-Q and in conjunction with our annual report
on Form 10-K for the year ended December 31, 2002, as amended by Form 10-K/A
as filed on April 30, 2003.
GENERAL
The Company owns and operates industrial manufacturing operations that
design and manufacture engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels, hydraulic and
pneumatic cylinders, leaf springs and precision plastic components.
RESULTS OF OPERATIONS
Three Months Ended June 30, 2003 Compared to
Three Months Ended June 30, 2002
Continuing Operations
Sales, gross margins and EBITDA percentages for the three months ended
June 30, 2003 and 2002 are as follows:
Net Sales Gross Margin EBITDA
-------------------- -------------- --------------
2003 2002 2003 2002 2003 2002
--------- --------- ------ ------ ------ ------
Pressure vessels
and springs $ 6,250 $ 8,119 26.5% 21.3% 21.8% 15.1%
Cylinders 4,718 4,677 12.8% 10.0% 1.4% (0.2%)
Plastics 7,108 8,661 13.5% 13.3% 9.1% 6.2%
--------- --------- ------ ------ ------ ------
Totals $ 18,076 $ 21,457 17.8% 15.6% 11.5% 7.9%
========= ========= ====== ====== ====== ======
Pressure vessels and springs sales decreased in the second quarter of
2003 compared to the same period in 2002. This decrease is due to reduced
foreign shipments, primarily in China and, management believes, is largely the
result of the overall adverse impact on the Asian economy caused by SARS.
Although the SARS crisis in Asia has eased, uncertainty exists as to when or
by how much the foreign shipments of this segment will rebound.
Sales of cylinders in the second quarter of 2003 was even with the second
quarter of 2002 as the improvement in order levels during the 2003 first
quarter has leveled-off. This segment continues to be affected by a softness
in its markets, [a trend which the Company believes will remain the same or
lessen during 2003.]
- 20 -
The decrease in Plastics revenues is the result of several reasons
including the planned shutdown of one Plastic's facility to coincide with a
customer shutdown which happened late in the second quarter of 2003 compared
to early in the third quarter of 2002 and a lag in certain customers'
decisions on newly quoted programs which are intended to replace finished
programs. [Management continues to seek to expand Plastics' product offerings
in the business machines, consumer products and medical products industries.]
Despite a decrease in sales in the second quarter of 2003 compared to the
second quarter of 2002 at pressure vessels and springs, gross margin as a
percentage of sales increased. This increase in gross margin as a percentage
of sales is primarily due to the fact that the second quarter of 2002 included
approximately $2.2 million in sales related to product which shipped in the
second quarter of 2002 but for which the production activity occurred
primarily in March 2002. Production activity for the second quarter 2002 in
the pressure vessels and springs segment was below normal levels resulting in
underabsorption of overheads and a lower gross margin as a percentage of sales
than would normally be expected. The increase in gross margin as a percentage
of sales at both cylinders and plastics is primarily the result of actions to
reduce costs through workforce reductions taken in the 2002 third quarter to
better match production resources with volume levels.
Management evaluates the Company's segments based on EBITDA, a measure of
cash generation, which is presented, not as an alternative measure of
operating results or cash flow from operations as determined by accounting
principles generally accepted in the United States, but because it is a widely
accepted financial indicator of a company's ability to incur and service debt
and due to the close relationship it bears to Reunion's financial covenants in
its borrowing agreements. EBITDA and EBITDA as a percentage of sales
increased during the second quarter of 2003 compared to the 2002 second
quarter primarily due to the same factors affecting gross profit margin
discussed above and our continued focus on reducing selling, general and
administrative costs in Plastics. A reconciliation of EBITDA to operating
income (loss) in the second quarters of 2003 and 2002 by segment and corporate
and other is as follows (000's):
Operating
Income Deprec- Amortiz-
(Loss) iation ation EBITDA
--------- --------- --------- ---------
2003:
- -----
Pressure vessels and springs $ 1,186 $ 174 $ - $ 1,360
Cylinders (5) 73 - 68
Plastics 237 409 - 646
Corporate and other (830) 17 - (813)
-------- -------- -------- --------
Totals $ 588 $ 673 $ - $ 1,261
======== ======== ======== ========
2002:
- -----
Pressure vessels and springs $ 1,043 $ 184 $ 3 $ 1,230
Cylinders (180) 96 - (84)
Plastics 79 461 - 540
Corporate and other (945) 18 - (927)
-------- -------- -------- --------
Totals $ (3) $ 759 $ 3 $ 759
======== ======== ======== ========
- 21 -
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the second quarter
of 2003 were $2.7 million, compared to $3.4 million for the second quarter of
2002. This decrease in SGA is due to the 2002 second quarter including
approximately $250,000 of incremental legal, audit and consultant costs
related to the default on our bank financing that did not recur in the second
half of 2003. The remaining decrease is related to cost cutting measures
taken during 2002, including trimming the executive payroll and reductions in
administrative positions, the benefits of which are materializing. SGA as a
percentage of sales decreased to 14.7% for the 2003 second quarter compared to
15.7% in the 2002 second quarter. SGA as a percentage of sales was lower in
2003 second quarter compared to the second quarter of 2002 due to lower
incremental bank-induced costs and previously described cost-cutting measures.
Other Income
Other income for the second quarter of 2003 was $33,000, compared to
other income of $20,000 for the second quarter of 2002. There were no
significant offsetting items netted into other income in either of the three
month periods ended June 30, 2003 and 2002.
Interest Expense
Interest expense, net, for the second quarter of 2003 was $1.9 million
compared to $1.8 million for the second quarter of 2002. For the second
quarter of 2002, a total of $1.2 million of interest expense has been
allocated to or actually incurred in discontinued operations. On a combined
basis interest expense was $3.0 million in the second quarter of 2002. Debt
has decreased significantly from second quarter 2002 levels due to pay-downs
with proceeds from asset sales in June 2002 and September 2002. Also, in the
second quarter of 2002 compared to the 2003 second quarter, the Company was
paying a higher default rate on the BOA revolving credit and term loan
facilities and we accrued $500,000 in amendment and overadvance fees to BOA in
the second quarter of 2002. These decreases from the second quarter 2002 were
partially offset by approximately $400,000 in fees and costs charged to
interest expense incurred during our attempted refinancing during the second
quarter 2003 with another lender.
Income Taxes
There was no tax provision from continuing operations in the second
quarters of 2003 or 2002. The Company has net operating loss carryforwards
for Federal tax return reporting purposes totaling $119.9 million at December
31, 2002, $57.2 million of which expire by the end of 2004. [The Company may
be able to utilize its loss carryforwards against possible increased future
profitability.] However, management has determined to fully reserve for the
total amount of net deferred tax assets as of December 31, 2002 [and to
continue to do so during 2003 until management can conclude that it is more
likely than not that some or all of our loss carryforwards can be utilized.]
Discontinued Operations
There was a loss from discontinued operations for the second quarter of
2002 of $2.3 million. The loss from discontinued operations of $2.3 million
in the second quarter of 2002 relates to adjustments of the carrying value to
net realizable value, primarily machinery and equipment and receivables, of
assets retained from the sale of the discontinued bridges and cranes
operations. For the second quarter of 2002, discontinued operations includes
a total of $1.2 million of interest expense.
- 22 -
Six Months Ended June 30, 2003 Compared to
Six Months Ended June 30, 2002
Continuing Operations
Sales, gross margins and EBITDA percentages for the six months ended June
30, 2003 and 2002 are as follows:
Net Sales Gross Margin EBITDA
-------------------- -------------- --------------
2003 2002 2003 2002 2003 2002
--------- --------- ------ ------ ------ ------
Pressure vessels
and springs $ 13,780 $ 10,600 27.5% 12.5% 22.7% 3.4%
Cylinders 10,308 9,118 16.0% 9.1% 5.8% (1.9%)
Plastics 15,251 16,583 12.9% 11.5% 8.5% 4.3%
--------- --------- ------ ------ ------ ------
Totals $ 39,339 $ 36,301 18.8% 11.2% 12.8% 2.5%
========= ========= ====== ====== ====== ======
Pressure vessels and springs sales were up in the first half of 2003
compared to the same period in 2002. This increase is due to this segment's
return to almost normal production and shipment levels compared to
management's decision to shut-down our pressure vessels facility for the first
two months of 2002 with a limited production schedule. We made this decision
in 2002 to reduce spending due to our liquidity problems and to lessen the
strain on this segment's raw material vendors.
Sales of cylinders was up for the first half of 2003 compared to 2002 due
to an improvement in order levels during the 2003 first quarter. However,
this segment continues to be affected by a softness in its markets, [a trend
which the Company believes will remain the same or lessen during 2003.]
The decrease in Plastics revenues occurred in the second quarter of 2003
and is the result of several reasons including the planned shutdown of one
Plastic's facility to coincide with a customer shutdown which happened late in
the second quarter of 2003 compared to early in the third quarter of 2002 and
a lag in certain customers' decisions on newly quoted programs which are
intended to replace finished programs. [Management continues to seek to
expand Plastics' product offerings in the business machines, consumer products
and medical products industries.]
In conjunction with a 30% increase in sales in the second quarter of 2003
compared to the second quarter of 2002 at pressure vessels and springs, gross
margin as a percentage of sales increased 120%. This increase in gross margin
as a percentage of sales is primarily due to management's decision to shut-
down our pressure vessels facility for the first two months of 2002 as
discussed above and the resulting reduction in production activity for the
second quarter 2002 resulting in underabsorption of overheads and a lower
gross margin as a percentage of sales than would normally be expected. The
increase in gross margin as a percentage of sales at both cylinders and
plastics is the result of actions to reduce costs through workforce reductions
taken in the 2002 third quarter to better match production resources with
volume levels.
Management evaluates the Company's segments based on EBITDA, a measure of
cash generation, which is presented, not as an alternative measure of
operating results or cash flow from operations as determined by accounting
principles generally accepted in the United States, but because it is a widely
accepted financial indicator of a company's ability to incur and service debt
and due to the close relationship it bears to Reunion's financial covenants in
- 23 -
its borrowing agreements. EBITDA and EBITDA as a percentage of sales
increased significantly during the first half of 2003 compared to the 2002
first half primarily due to the same factors affecting gross profit margin
discussed above and our continued focus on reducing selling, general and
administrative costs in Plastics. A reconciliation of EBITDA to operating
income (loss) in the first six months of 2003 and 2002 by segment and
corporate and other is as follows (000's):
Operating
Income Deprec- Amortiz-
(Loss) iation ation EBITDA
--------- --------- --------- ---------
2003:
- -----
Pressure vessels and springs $ 2,770 $ 353 $ - $ 3,123
Cylinders 453 144 - 597
Plastics 471 826 - 1,297
Corporate and other (1,688) 35 - (1,653)
-------- -------- -------- --------
Totals $ 2,006 $ 1,358 $ - $ 3,364
======== ======== ======== ========
2002:
- -----
Pressure vessels and springs $ (20) $ 373 $ 6 $ 359
Cylinders (370) 199 - (171)
Plastics (146) 858 - 712
Corporate and other(1) (1,673) 36 - (1,637)
-------- -------- -------- --------
Totals $ (2,209) $ 1,466 $ 6 $ (737)
======== ======== ======== ========
(1) - Operating results for corporate and other for the six-months ended June
30, 2002 includes a $375,000 gain on sale of property.
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the first half of
2003 were $5.5 million, compared to almost $7.1 million for the first half of
2002. This decrease in SGA is due to the 2002 first half including
approximately $650,000 of incremental legal, audit and consultant costs
related to the default on our bank financing that did not recur in the first
half of 2003. The remaining decrease is related to cost cutting measures
taken during 2002, including trimming the executive payroll and reductions in
administrative positions, the benefits of which are materializing. SGA as a
percentage of sales decreased to 13.9% for the 2003 first half compared to
19.4% in the 2002 first half. SGA as a percentage of sales was lower in 2003
first half compared to the first half of 2002 due to increased sales volumes,
lower incremental bank-induced costs and previously described cost-cutting
measures.
Other Income
Other income for the first half of 2003 was $61,000, compared to other
income of $0.8 million for the first half of 2002. The components are as
follows:
2003 2002 Change
-------- -------- --------
Gain on sale of equipment with zero book value $ - $ (375) $ 375
Other (income) expense, net (61) (406) 345
-------- -------- --------
Total other income, net $ (61) $ (781) $ 720
======== ======== ========
- 24 -
In January 2002, we sold equipment that had no book value. The decrease
in the remaining other income is primarily due to higher levels of sales of
scrap and miscellaneous parts in 2002 due to cleaning out idled facilities.
Interest Expense
Interest expense, net, for the first half of 2003 was $3.4 million
compared to $3.9 million for the first half of 2002. For the first half of
2002, a total of $1.8 million of interest expense has been allocated to or
actually incurred in discontinued operations. On a combined basis interest
expense was $5.7 million in the first half of 2002. Debt has decreased
significantly from second quarter 2002 levels due to pay-downs with proceeds
from asset sales in June 2002 and September 2002. Also, in the first half of
2002 compared to the 2003 first half, the Company was paying a higher default
rate on the BOA revolving credit and term loan facilities and we paid and/or
accrued $1,125,000 in amendment and overadvance fees to BOA in the first half
of 2002. These decreases from the second quarter 2002 were partially offset
by approximately $400,000 in fees and costs charged to interest expense
incurred during our attempted refinancing during the second quarter 2003 with
another lender.
Income Taxes
There was no tax provision from continuing operations in the first six
months of 2003 or 2002. The Company has net operating loss carryforwards for
Federal tax return reporting purposes totaling $119.9 million at December 31,
2002, $57.2 million of which expire by the end of 2004. [The Company may be
able to utilize its loss carryforwards against possible increased future
profitability.] However, management has determined to fully reserve for the
total amount of net deferred tax assets as of December 31, 2002 [and to
continue to do so during 2003 until management can conclude that it is more
likely than not that some or all of our loss carryforwards can be utilized.]
Discontinued Operations
There was a loss from discontinued operations for the first half of 2002
of $2.3 million. The loss from discontinued operations of $2.3 million in the
first half of 2002 relates to adjustments of the carrying value to net
realizable value, primarily machinery and equipment and receivables, of assets
retained from the sale of the discontinued bridges and cranes operations. For
the second quarter of 2002, discontinued operations includes a total of $1.9
million of interest expense.
LIQUIDITY AND CAPITAL RESOURCES
General
The Company manages its liquidity as a consolidated enterprise. The
operating groups of the Company carry minimal cash balances. Cash generated
from group operating activities generally is used to repay borrowings under
revolving credit arrangements, as well as other uses (e.g. corporate
headquarters expenses, debt service, capital expenditures, etc.). Conversely,
cash required for group operating activities generally is provided from funds
available under the same revolving credit arrangements.
Senior Subordinated Secured Promissory Note
On August 11, 2003, Reunion and a private investment fund executed a
senior subordinated secured promissory note payable in the amount of and with
cash proceeds of $2.5 million. The note bears interest at 10% per annum, such
- 25 -
interest being payable on the last day of every month in arrears commencing on
August 31, 2003. The principal amount of $2.5 million is due on August 11,
2005 with voluntary prepayments permitted. The note is secured by the assets
of Reunion, provided that such security interest is subordinate to the
security interest of BOA. In addition to its subordinated security interest,
the Fund received a warrant to purchase 625,000 shares of the Company's common
stock and registration rights with respect to the warrant and shares issuable
thereto at a price of $0.01 per share. [The cash proceeds are anticipated to
be used for working capital and other general corporate purposes.]
13% Senior Notes and Semi-Annual Interest Payments
We have a total of $24.855 million of 13% senior notes outstanding, of
which a sinking fund payment of $12.5 million was due on May 1, 2002 and the
remainder was due on May 1, 2003. The senior notes require semi-annual
interest payments every November 1st and May 1st. We were unable to make the
semi-annual interest payments of $1.616 million on each of November 1, 2001
and 2002 and May 1, 2002 and 2003. We were also unable to make the sinking
fund payments due May 1, 2002 and 2003. This inability to fund our
obligations under the 13% senior notes is due to a lack of liquidity and
availability under our revolving credit facility with BOA.
An event of default as defined in the indenture governing the 13% senior
notes has existed since December 1, 2001 as we were not able to make the
November 1, 2001 semi-annual interest payment within the 30-day cure period
provided for in the indenture. Although they have not moved to do so, the
senior notes holders can demand payment of all amounts outstanding, including
accrued and unpaid interest of $7.4 million, totaling $32.3 million at June
30, 2003. We are currently discussing with holders of a majority of principal
amount of senior notes scenarios that would involve suspending their currently
existing right to demand payment for some period of time. [Although possible,
no assurances exist that we will be successful in this pursuit.]
Bank of America Revolving and Term Loan Credit Facilities
We have a total of $14.7 million of senior secured revolving and term
loan credit facilities outstanding at June 30, 2003 with BOA. We have been in
default under these facilities since September 30, 2001 due to our inability
to achieve our financial ratio covenants contained in the financing and
security agreement with BOA. During the third quarter of 2001 we were also
unable to maintain the $1.5 million minimum availability under the revolving
credit facility as required by a December 2000 amendment.
During the late first quarter and early second quarter of 2003, we
attempted to refinance all of our BOA credit facilities with another lender.
During this time period, Reunion and BOA executed various forbearance
agreements wherein BOA agreed to standstill. However, we were not successful
in our attempt to refinance with the chosen lender. After discussions with
BOA, on July 14, 2003, Reunion and BOA agreed to and executed a Waiver and
Amendment No. 6 to the Amended and Restated Financing Agreement dated March
16, 2000. The Waiver and Amendment No. 6 dated July 14, 2003 provides that,
among other things, BOA and the other bank participants agree to waive the
existing defaults under the BOA credit facilities subject to certain
conditions including, but not limited to, no acceleration, action or
proceeding by the holders of Reunion's 13% senior notes. Reunion has also
agreed to (i) maintain a monthly minimum EBITDA, as defined, beginning in July
2003 and continuing through June 2004, (ii) attempt to sell certain real
estate, (iii) pursue credit facilities with lenders acceptable to BOA and (iv)
if unsuccessful in obtaining an acceptable commitment letter by September 30,
2003, engage an investment banker to sell assets necessary to fully repay the
BOA facilities. [Although possible, no assurances exist that we will be able
- 26 -
to maintain the monthly minimum EBITDA contained in or be successful in the
pursuits as required by the Waiver and Amendment No. 6.]
[Since we could not repay our senior noteholders or bank lenders if the
senior noteholders exercised their existing rights to demand payment of what
we owe them or if we were not able to maintain the covenants or were not
successful in the requirements of the Waiver and Amendment No. 6, each or both
parties could pursue all remedies available to creditors in the normal course
of business, including filing of involuntary bankruptcy petitions.]
SUMMARY OF 2003 ACTIVITIES
Cash and cash equivalents totaled $0.9 million at June 30, 2003, compared
with $0.8 million at December 31, 2002. This resulted from $0.9 million of
cash provided by operations being offset by $0.2 million of cash used in
investing activities and $0.6 million used in financing activities. Cash and
cash equivalents at the end of a period generally represents lockbox receipts
from customers to be applied to our BOA revolving credit facility the
following business day.
Operating Activities
Cash provided by operating activities of $0.9 million in the first half
of 2003 was the result of a decrease in net working capital as the higher
level of receivables created in the first quarter of 2003 due to the higher
volume levels were collected.
Investing Activities
Capital expenditures were $0.2 million.
Financing Activities
The Company made scheduled repayments of term loan A totaling $1.5
million and paid an additional $200,000 on term loan A in connection with a
forbearance agreement from BOA for the month of February 2003. Revolving
credit facility borrowings increased $1.2 million during the first half of
2003. Other debt repayments totaling $46,000 represent payments on capital
lease obligations and other debt.
Lease Termination Reserves
In the fourth quarter of 2001, we developed and adopted a restructure
plan for our continuing businesses and certain other businesses were
identified for disposal. By the end of 2002, this plan was substantially
completed except for continuing commitments under leases for two idle
facilities and certain equipment. The Company recorded restructuring costs,
including lease termination costs, related to the plan. The following
represents a summary of 2003 cash activity of the remaining lease termination
reserves (in thousands):
At 2003 At
Description 12/31/02 Activity 06/30/03
- --------------------------------------------- -------- -------- --------
Lease termination costs $ 861 $ (182) $ 679
======== ======== ========
The remaining lease termination costs relate to idle manufacturing
facilities in Milwaukee, Wisconsin and Clearfield, Utah.
- 27 -
FACTORS THAT COULD AFFECT FUTURE RESULTS
Reunion is a Going Concern
The financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company's negative working
capital position of $58.0 million at June 30, 2003 and defaults on the BOA
Financing and Security Agreement and the 13% senior notes raise substantial
doubt about its ability to continue as a going concern. The Company's
viability as a going concern is dependent upon its ability to achieve
profitable operations through increased sales and its ability to obtain
additional financing. These condensed consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Reunion's vendors may restrict credit terms
We have corrected many vendor-related problems with liquidity generated
from asset sales. However, another period of tight liquidity could result in
key vendors restricting or eliminating the extension of credit terms to us.
If this would happen, our ability to obtain raw materials would be strained
significantly and our ability to manufacture products would be reduced.
Reunion may not be able to maintain the required monthly minimum EBITDA, as
defined, required by the Waiver and Amendment No. 6
We executed a Waiver and Amendment No. 6 with BOA which requires us to
maintain a monthly minimum EBITDA, as defined therein, beginning in July 2003.
If we are unable to met the minimum monthly required EBITDA in any month, they
may move to take advantage of all remedies available to them including, but
not limited to, acceleration of all amounts currently due and a liquidation of
their collateral.
Reunion's senior noteholders may demand payment
Although our senior note obligations are in default, the senior
noteholders have stood still as we continue to work through the refinancing of
our BOA credit facilities. However, it is not a certainty that they will
continue to stand still and they may move to take advantage of all remedies
available to them including, but not limited to, demanding payment of all
amount currently due.
Reunion's current bank lender may require us to pay exorbitant fees and cause
us to incur significant incremental costs again
Since entering into the BOA facilities, we have incurred significant
incremental costs related to our bank financing. Through the end of 2002,
these costs total $4.3 million, including $2.6 million paid to BOA relating to
amendment and overadvance fees and approximately $0.6 million in default
interest. The additional incremental costs included legal fees, audit and
consultant fees and reappraisal costs. These costs have negatively affected
our liquidity. If we do not refinance our BOA credit facilities, they could
continue to strain our liquidity with incremental fees and costs.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no significant changes in the market risk factors which
affect the Company since the end of the preceding fiscal year.
- 28 -
Item 4. Controls and Procedures
As of March 31, 2003, an evaluation was performed under the supervision
of and with the participation of the Company's management, including the
Company's principal executive officer and principal financial officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Company's principal executive officer and principal financial officer,
concluded that Reunion's disclosure controls and procedures were effective as
of March 31, 2003. There were no significant changes in Reunion's internal
controls or in other factors that could significantly affect these controls
subsequent to March 31, 2003.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company in involved in various legal proceedings and environmental
matters. See "Item 1. Financial Statements, Note 6: Commitments and
Contingent Liabilities."
Item 3. Defaults Upon Senior Securities
Debt in default consists of the following (in thousands):
At June 30, At December 31,
2003 2002
----------- --------------
(unaudited)
13% senior notes $ 24,855 $ 24,855
BOA revolving credit facility 12,986 11,787
BOA term loan A due March 16, 2007 1,671 3,407
-------- --------
Total debt in default $ 39,512 $ 40,049
======== ========
13% Senior Notes and Semi-Annual Interest Payments
We have a total of $24.855 million of 13% senior notes outstanding, of
which a sinking fund payment of $12.5 million was due on May 1, 2002 and the
remainder was due on May 1, 2003. The senior notes require semi-annual
interest payments every November 1st and May 1st. We were unable to make the
semi-annual interest payments of $1.616 million on each of November 1, 2001
and 2002 and May 1, 2002 and 2003. We were also unable to make the sinking
fund payments due May 1, 2002 and 2003. This inability to fund our
obligations under the 13% senior notes is due to a lack of liquidity and
availability under our revolving credit facility with BOA.
An event of default as defined in the indenture governing the senior
notes has existed since December 1, 2001 as we were not able to make the
November 1, 2001 semi-annual interest payment within the 30-day cure period
provided for in the indenture. Although they have not moved to do so, the
senior notes holders can demand payment of all amounts outstanding, including
accrued and unpaid interest of $7.4 million, totaling $32.3 million at June
30, 2003. Interest accrues at approximately $0.3 million per month.
Bank of America Revolving and Term Loan Credit Facilities
We have a total of $14.7 million of senior secured revolving and term
loan credit facilities outstanding at June 30, 2003 with BOA. We have been in
default under these facilities since September 30, 2001 due to our inability
- 29 -
to achieve our financial ratio covenants contained in the financing and
security agreement with BOA. During the third quarter of 2001 we were also
unable to maintain the $1.5 million minimum availability under the revolving
credit facility as required by a December 2000 amendment.
During the late first quarter and early second quarter of 2003, we
attempted to refinance all of our BOA credit facilities with another lender.
During this time period, Reunion and BOA executed various forbearance
agreements wherein BOA agreed to standstill. However, we were not successful
in our attempt to refinance with the chosen lender. After discussions with
BOA, on July 14, 2003, Reunion and BOA agreed to and executed a Waiver and
Amendment No. 6 to the Amended and Restated Financing Agreement dated March
16, 2000. The Waiver and Amendment No. 6 dated July 14, 2003 provides that,
among other things, BOA and the other bank participants agree to waive the
existing defaults under the BOA credit facilities subject to certain
conditions including, but not limited to, no acceleration, action or
proceeding by the holders of Reunion's 13% senior notes. Reunion has also
agreed to (i) maintain a monthly minimum EBITDA, as defined, beginning in July
2003 and continuing through June 2004, (ii) attempt to sell certain real
estate, (iii) pursue credit facilities with lenders acceptable to BOA and (iv)
if unsuccessful in obtaining an acceptable commitment letter by September 30,
2003, engage an investment banker to sell assets necessary to fully repay the
BOA facilities.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of its stockholders held on June 26, 2003
for the record date of May 15, 2003, the following persons were elected as
directors by the votes indicated opposite respective their names:
Number of Shares
------------------------
Name Voted For Withheld
- ----------------------- ---------- ----------
Thomas N. Amonett 9,954,785 184,747
Charles E. Bradley, Sr. 9,955,170 184,362
Kimball J. Bradley 9,955,290 184,242
Thomas L. Cassidy 9,959,464 180,068
David E. Jackson 9,959,419 180,113
Joseph C. Lawyer 9,955,395 184,137
John G. Poole 9,959,494 180,038
There were no abstentions or broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
-------------------
The Company filed a Current Report on Form 8-K dated
July 21, 2003 on July 22, 2003 under Items 4 and 7 to
announce a change in certifying accountants and to file
the predecessor auditor's letter to the United States
Securities and Exchange Commission pursuant to Item
304(a)(3) of Regulation S-K as an exhibit.
The Company filed a Current Report on Form 8-K/A dated
July 21, 2003 on July 31, 2003 under Items 4 and 7 to
provide additional information regarding Registrant's
change in certifying accountants at the request of the
United States Securities and Exchange Commission and to file
the predecessor auditor's letter pursuant to Item 304(a)(3)
of Regulation S-K as an exhibit.
- 30 -
(c) Exhibits
--------
Exhibit No. Exhibit Description
----------- -------------------
10.46 Waiver and Amendment No. 6 by dated July 14, 2003
between Reunion Industries, Inc. and Bank of
America, National Association, Congress Financial
Corporation and Citizens Business Credit Company.
99.1 Certification of Chief Executive Officer
and Principal Financial Officer Pursuant to
Section 13a-14(b) of the Securities Exchange
Act of 1934 and U.S.C. 18 Section 1350
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, thereto duly authorized.
Date: August 14, 2003 REUNION INDUSTRIES, INC.
--------------- (Registrant)
By: /s/ Charles E. Bradley, Sr.
-------------------------------
Charles E. Bradley, Sr.
Chairman and Chief
Executive Officer
By: /s/ John M. Froehlich
-------------------------------
John M. Froehlich
Executive Vice President, Finance
and Chief Financial Officer
(chief financial and accounting officer)
- 31 -
CERTIFICATION
I, Charles E. Bradley, Sr., certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended
June 30, 2003 of Reunion Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) designed such internal control over financial reporting, or caused
such control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing equivalent functions):
a) all significant deficiencies and internal weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
By /s/ Charles E. Bradley, Sr.
- -----------------------------------------------
Charles E. Bradley, Sr., C.E.O.
- 32 -
CERTIFICATION
I, John M. Froehlich, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended
June 30, 2003 of Reunion Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) designed such internal control over financial reporting, or caused
such control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing equivalent functions):
a) all significant deficiencies and internal weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
By /s/ John M. Froehlich
- -----------------------------------------------
John M. Froehlich, C.F.O.
- 33 -
EXHIBIT INDEX
Exhibit No. Exhibit Description Page No.
----------- ------------------- --------
10.46 Waiver and Amendment No. 6 by dated 35
July 14, 2003 between Reunion Industries,
Inc. and Bank of America, National
Association, Congress Financial
Corporation and Citizens Business
Credit Company.
99.1 Certification of Chief Executive 40
Officer and Principal Financial Officer
Pursuant to Section 13a-14(b) of the
Securities Exchange Act of 1934 and
U.S.C. 18 Section 1350
- 34 -
EXHIBIT 10.46
WAIVER AND AMENDMENT NO. 6
July 14, 2003
Reunion Industries, Inc.
300 Weyman Plaza
Suite 340
Pittsburgh, Pennsylvania 15236
Re: Amended and Restated Financing Agreement, dated as of March 16, 2000, by
and between REUNION INDUSTRIES, INC., a Delaware corporation (the "Borrower"),
BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association, and
each other financial institution that is a party thereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA, NATIONAL
ASSOCIATION a national banking association, in its capacity as both collateral
and administrative agent (the "Agent") for each of the Lenders, as such
agreement has been amended by that certain Amendment No. 1 to Amended and
Restated Financing and Security Agreement, dated as of June 26, 2000, by that
certain Amendment No. 2 to Amended and Restated Financing and Security
Agreement, dated as of July 31, 2000, by that certain Amendment No. 3 to
Amended and Restated Financing and Security Agreement, dated as of December
12, 2000, by that certain Amendment No. 4 to Amended and Restated Financing
and Security Agreement, dated as of January 19, 2001, by that certain letter
agreement dated February 1, 2002 between the Borrower and the Agent, by that
certain letter agreement dated March 1, 2002 between the Borrower and the
Agent, by that certain letter agreement dated April 1, 2002 between the
Borrower and Agent, and by that certain letter agreement dated April 19, 2002,
by that certain Consent and Amendment No. 5 dated September __, 2002 and by
that certain letter agreement between the Borrower and Agent dated as of May
30, 2003 (the "Financing Agreement")
Ladies and Gentlemen:
Reference is hereby made to the Financing Agreement. Capitalized terms
used in this letter have the meanings ascribed thereto in the Financing
Agreement.
The Events of Defaults set forth on Exhibit A hereto have occurred and
are continuing under the Financing Agreement (the "Existing Defaults"). The
Borrower has requested that Agent and Lenders waive the Existing Defaults and
Agent and Lenders have agreed to do so on the terms and conditions contained
herein. In addition, the Borrower, Agent and Lenders have agreed to amend the
Financing Agreement as set forth herein.
1. Waiver. Lenders hereby waive the Existing Defaults; provided, that
if the obligations under the Senior Notes are accelerated or any action or
proceeding is commenced to enforce the obligations under the Indenture or the
Senior Notes, an Event of Default shall exist under Section 7.1.10 of the
Financing Agreement. The foregoing waiver shall not constitute a waiver of
any other Event of Default that may exist, or a waiver of any other future
Event of Default that may occur (including as a result of any future "Event of
Default" that may occur under the Indenture).
2. Amendments to Financing Agreement. Upon the satisfaction of the
conditions set forth in paragraph 3 below, the Financing Agreement is amended
as follows:
(a) The definition of "Applicable Margin" in Section 1.1 of the
Financing Agreement is amended and restated in its entirety to read as
follows:
- 35 -
"Applicable Margin" means a rate equal to 2.75% per annum.
(b) The definition of "Post-Default Rate" in Section 1.1 of the
Financing Agreement is amended and restate in its entirety to read as follows:
"Post-Default Rate" means, with respect to all Obligations, the Base Rate
plus 200 basis points per annum.
(c) The definition of "Revolving Credit Expiration Date" in Section 1.1
of the Financing Agreement is amended and restated in its entirety to read as
follows:
"Revolving Credit Expiration Date" means June 30, 2004.
(d) The definition of "Term Loan A Installment Payment Amount" in
Section 1.1 of the Financing Agreement is amended and restated in its entirety
to read as follows:
"Term Loan A Installment Payment Amount" means $100,000.
(e) The definition of "Term Loan A Maturity Date" in Section 1.1 of the
Financing Agreement is amended and restated in its entirety to read as
follows:
"Term Loan A Maturity Date" means the earlier of December 31, 2003 or the
Revolving Commitment Termination Date.
(f) Clause (c) of the definition of "Borrowing Base" in Section 2.1.3 of
the Financing Agreement is amended and restated in its entirety to read as
follows:
(c) the lesser of (i) One Million Seven Hundred Fifty Thousand Dollars
($1,750,000) or (ii) one hundred percent (100%) of the cash surrender value of
the Pledged Policies, as determined by the Agent, in its Good Faith
discretion, plus
(g) Section 2.1.12(a) of the Financing Agreement is deleted.
(h) Section 2.6.1 of the Financing Agreement is amended and restated in
its entirety to read as follows:
2.6.1 Applicable Interest Rates.
(a) Each Loan shall bear interest until repaid at the
Base Rate, or as otherwise determined in accordance with the provisions of
this Section 2.6. Notwithstanding any other provision of this Agreement, no
Loan shall bear interest at the LIBOR Rate.
(b) Following the occurrence and during the continuance
of an Event of Default, at the option of Agent, all Loans and all other
Obligations shall bear interest at the Post-Default Rate.
(i) Section 2.7.10(b) of the Financing Agreement is amended and restated
to read as follows:
(b) Subsection to Section 7.2.5, Net Proceeds of Permitted Asset
Dispositions shall be applied as follows:
(i) if any portion of such Net Proceeds are attributable to
dispositions of Equipment or real property owned by the Borrower, Net Proceeds
shall be applied to payments of the Term Loan A, in the inverse order of
maturity, for the ratable benefit of the Formula Lenders, in the amount of
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such proceeds, and
(ii) with respect to any portion of Net Proceeds not applied
in accordance with clause (b)(i), one hundred percent (100%) thereof shall be
applied to the outstanding principal of the Revolving Loans for the ratable
benefit of the Formula Lenders with the aggregate Revolving Credit Commitment
Amounts being reduced by fifty percent (50%) of the amount of such Net
Proceeds (such reduction to be applied to the Revolving Credit Commitment
Amount of each Formula Lender in accordance with its Pro Rata Share).
(j) Section 6.1.14 of the Financing Agreement is amended and restated in
its entirety to read as follows:
6.1.14 Financial Covenants
The Borrower will have EBITDA for each month set forth
below of at least the amount set forth below opposite such month:
Month Minimum EBITDA
July 2003 $179,000
August 2003 $305,000
September 2003 $399,000
October 2003 $512,000
November 2003 $364,000
December 2003 $281,000
Each month thereafter $300,000
(k) Section 6.1.26 of the Financing Agreement is amended and restated to
read as follows:
6.1.26 Asset Dispositions; Refinancing.
(a) The Borrower will market and attempt to sell its
real estate located in Wisconsin and North Carolina. In the event any such
real estate has not been sold by December 31, 2003, the Borrower will retain a
real estate broker acceptable to Agent to attempt to facilitate such sale.
(b) The Borrower will pursue two separate credit
facilities with Wells Fargo Foothill, Inc. and another financial institution
acceptable to Agent, each of which would be sufficient to refinance the
Obligations.
(c) If by September 30, 2003, the Borrower has not
received a commitment letter in form and substance satisfactory to Agent to
refinance the Obligations from a financial institution acceptable to Lender,
the Borrower will promptly retain an investment banker to sell such divisions
of the Borrower as are necessary to repay in full all Obligations and the
Borrower will use its best efforts to consummate such sale(s) on terms
acceptable to Agent.
(l) Section 6.2.3 of the Financing Agreement is amended by inserting the
following clause (d) at the end of such Section:
(c) The Borrower may restructure the Senior Notes by
providing the holders thereof equity in the Borrower in exchange for such
holders (i) forgiving 15% of the outstanding principal balance of the Senior
Notes and forgiving all past due interest, and (ii) agreeing to forego cash
interest payments for 12 months, provided that the final terms of such
transaction are consented to by Majority Lenders.
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(m) Schedule 6.2.8 (Permitted Dispositions) of the Financing Agreement
is amended and restated to read as set forth on Schedule 6.2.8 attached to
this Waiver and Amendment No. 6.
3. Conditions Precedent. The waiver and amendments set forth herein
shall be effective upon Agent's receipt of the following:
(a) a counterpart of this Waiver and Amendment No. 6 executed by the
Borrower and each Lender; and
(b) the receipt of a $100,000 payment of Term Loan A.
4. Release.
(a) In consideration of the agreements of Agent and Lenders contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower, on behalf of itself
and its successors, assigns, and other legal representatives, hereby
absolutely, unconditionally and irrevocably releases, remises and forever
discharges Agent and each Lender, and their respective successors and assigns,
and the respective present and former shareholders, affiliates, subsidiaries,
divisions, predecessors, directors, officers, attorneys, employees, agents and
other representatives (Agent, Lenders and all such other Persons being
hereinafter referred to collectively as the "Releasees" and individually as a
"Releasee"), of and from all demands, actions, causes of action, suits,
covenants, contracts, controversies, agreements, promises, sums of money,
accounts, bills, reckonings, damages and any and all other claims,
counterclaims, defenses, rights of set-off, demands and liabilities whatsoever
(individually, a "Claim" and collectively, "Claims") of every name and nature,
known or unknown, suspected or unsuspected, both at law and in equity, which
the Borrower or any of its successors, assigns, or other legal representatives
may now or hereafter own, hold, have or claim to have against the Releasees or
any of them for, upon, or by reason of any circumstance, action, cause or
thing whatsoever which arises at any time on or prior to the day and date of
this Agreement, including, without limitation, for or on account of, or in
relation to, or in any way in connection with any of the Financing Agreement
or any of the other Financing Documents or transactions thereunder or related
thereto.
(b) The Borrower understands, acknowledges and agrees that the release
set forth above may be pleaded as a full and complete defense and may be used
as a basis for an injunction against any action, suit or other proceeding
which may be instituted, prosecuted or attempted in breach of the provisions
of such release.
(c) The Borrower agrees that no fact, event, circumstance, evidence or
transaction which could now be asserted or which may hereafter be discovered
shall affect in any manner the final, absolute and unconditional nature of the
release set forth above.
5. Covenant Not to Sue. The Borrower, on behalf of itself and its
successors, assigns, and other legal representatives, hereby absolutely,
unconditionally and irrevocably, covenants and agrees with and in favor of
each Releasee that it will not sue (at law, in equity, in any regulatory
proceeding or otherwise) any Releasee on the basis of any Claim released,
remised and discharged by the Borrower pursuant to Section 4 above. If the
Borrower or any of its successors, assigns or other legal representations
violates the foregoing covenant, the Borrower, for itself and its successors,
assigns and legal representatives, agrees to pay, in addition to such other
damages as any Releasee may sustain as a result of such violation, all
attorneys' fees and costs incurred by any Releasee as a result of such
violation.
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6. Fees. In consideration of the foregoing and in addition to all
other fees provided for in the Financing Documents, (a) on the date of this
Waiver and Amendment No. 6 and on the last day of each calendar quarter
commencing on September 30, 2003, the Borrower shall pay to Agent for the
account of the Formula Lenders in accordance with their Pro Rata Shares a
$25,000 fee, which fee shall be non-refundable and fully earned on each such
date, and (b) on January 2, 2004, the Borrower shall pay to Agent for the
account of the Formula Lenders in accordance with their Pro Rata Shares a
$100,000 fee which fee has been fully earned and is non-refundable; provided,
that such $100,000 fee shall be forgiven if the Borrower has repaid the
Obligations in full and terminated the Formula Loan Commitments prior to
January 1, 2004.
7. Kimball Bradley Guaranty. By August 1, 2003 the Borrower will
cause Kimball Bradley to deliver a guaranty of the Obligations in form and
substance satisfactory to Agent.
8. Capital Expenditures Line Commitments. The Borrower and Lenders
acknowledge and agree that the Capital Expenditure Line Commitments are not in
effect.
9. Failure to Repay term Loan. If an Event of Default occurs under
the Financing Agreement as the result of the failure to repay Term Loan A in
full on the Term Loan A Maturity Date, in addition to all other rights that
Agent and Lenders would then have (including, the right to terminate the
Revolving Credit Commitments and accelerate the Obligations), each of the
advance rates set forth in clauses (a) and (b) of the definition of Borrowing
Base shall be reduced by one-half of a percentage point on the date of such
failure and an additional one-half percentage point reduction occurring on
each weekly anniversary of such date, with all such reductions being
cumulative.
Very truly yours,
BANK OF AMERICA, N.A., individually and as Agent
By
Its
CONGRESS FINANCIAL CORPORATION
By
Its
CITIZENS BUSINESS CREDIT COMPANY
By
Its
AGREED:
REUNION INDUSTRIES, INC.
By
Its
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EXHIBIT 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934
AND 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Reunion Industries, Inc. (the
Company) on Form 10-Q for the second quarter ended June 30, 2003 as filed with
the Securities and Exchange Commission on the date therein specified (the
Report), the undersigned, Charles E. Bradley, Sr., Chairman and Chief
Executive Officer of the Company, and John M. Froehlich, Chief Financial
Officer and principal financial officer of the Company, each certify pursuant
to 18 U.S.C. Section 1350, that to the best of our knowledge:
(1) The Report fully complies with the requirements of section 13(a) of
the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of Reunion Industries, Inc.
Date: August 14, 2003 By /s/ Charles E. Bradley, Sr.
--------------- ------------------------------
Charles E. Bradley, Sr.
Chairman and Chief Executive
Officer (principal executive officer)
Date: August 14, 2003 By /s/ John M. Froehlich
--------------- ------------------------------
John M. Froehlich
Chief Financial Officer
(principal financial officer)
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