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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 September 30, 2004
------------------
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 01-15739
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REUNION INDUSTRIES, INC.
------------------------------------------------------
(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 October 31, 2004, 16,278,579 shares of common stock, par value $.01 per
share, were outstanding.
Page 1 of 37 pages.
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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
September 30, 2004 (unaudited) and December 31, 2003 4
Condensed Consolidated Statement of Operations and
Comprehensive Income (Loss) for the three and nine
months ended September 30, 2004 and 2003 (unaudited) 5
Condensed Consolidated Statement of Cash Flows for the
nine months ended September 30, 2004 and 2003 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 18
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 31
Item 4. Controls and Procedures 31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 32
Item 6. Exhibits and Reports on Form 8-K 32
SIGNATURES 33
CERTIFICATIONS 34
- 3 -
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
(in thousands)
At September 30, At December 31,
2004 2003
--------------- --------------
(unaudited)
ASSETS:
Cash and cash equivalents $ 986 $ 755
Receivables (net of allowance of
$365 and $485, respectively) 12,842 10,031
Advances to employees 33 56
Inventories, net 11,013 8,207
Other current assets 1,677 1,427
-------- --------
Total current assets 26,551 20,476
Property, plant and equipment, net 13,100 14,197
Due from related parties 1,041 1,405
Goodwill, net 11,007 11,007
Other assets, net 4,262 4,438
-------- --------
Total assets $ 55,961 $ 51,523
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current maturities of debt $ 651 $ 683
Revolving credit facilities 14,029 -
Trade payables 11,247 9,463
Accrued interest 4,721 2,119
Due to related parties 226 3,276
Other current liabilities 6,169 7,973
Notes payable 4,161 4,161
Notes payable - related parties 500 5,115
-------- --------
Total current liabilities 41,704 32,790
Long-term debt 35,775 41,129
Other liabilities 4,897 5,359
-------- --------
Total liabilities 82,376 79,278
Minority interests 326 -
Commitments and contingent liabilities - -
Stockholders' deficit (26,741) (27,755)
-------- --------
Total liabilities and stockholders' deficit $ 55,961 $ 51,523
======== ========
See accompanying notes to condensed consolidated financial statements.
- 4 -
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(in thousands, except per share information)(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
-------- -------- -------- --------
Sales $ 20,438 $ 14,707 $ 59,921 $ 54,046
Cost of sales 17,099 12,178 49,205 44,108
-------- -------- -------- --------
Gross profit 3,339 2,529 10,716 9,938
Selling, general & administrative 2,498 2,523 7,785 7,987
Gains on debt extinguishments - - (3,540) -
Other income, net (374) (270) (656) (331)
-------- -------- -------- --------
Operating profit 1,215 276 7,127 2,282
Interest expense, net 2,033 1,737 5,787 5,158
-------- -------- -------- --------
Income (loss) from continuing
operations before income taxes
and minority interests (818) (1,461) 1,340 (2,876)
Provision for income taxes - - - -
-------- -------- -------- --------
Income (loss) from continuing
operations before minority
interests (818) (1,461) 1,340 (2,876)
Minority interests 115 - 326 -
-------- -------- -------- --------
Income (loss) from continuing
operations (933) (1,461) 1,014 (2,876)
Loss from discontinued operations,
net of tax of $-0- - (592) - (592)
-------- -------- -------- --------
Net and comprehensive income (loss) $ (933) $ (2,053) $ 1,014 $ (3,468)
======== ======== ======== ========
Income (loss) applicable to common
stockholders $ (933) $ (2,053) $ 1,014 $ (3,468)
======== ======== ======== ========
Basic income (loss) per share:
Continuing operations $ (0.06) $ (0.09) $ 0.06 $ (0.18)
Discontinued operations - (0.04) - (0.04)
-------- -------- -------- --------
Income (loss) per share - basic $ (0.06) $ (0.13) $ 0.06 $ (0.22)
======== ======== ======== ========
Weighted average shares
outstanding - basic 16,279 16,279 16,279 16,279
======== ======== ======== ========
Diluted income (loss) per share:
Continuing operations $ (0.06) $ (0.09) $ 0.05 $ (0.18)
Discontinued operations - (0.04) - (0.04)
-------- -------- -------- --------
Income (loss) per share - diluted $ (0.06) $ (0.13) $ 0.05 $ (0.22)
======== ======== ======== ========
Weighted average shares
outstanding - diluted 16,279 16,279 18,798 16,279
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
- 5 -
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(in thousands)
(unaudited)
Nine Months Ended
September 30,
2004 2003
-------- --------
Cash used in operating activities $ (2,935) $ (237)
-------- --------
Cash flow from investing activities:
Capital expenditures (717) (207)
Proceeds from sale of property - 305
-------- --------
Cash (used in) provided by investing activities (717) 98
-------- --------
Cash flow from financing activities:
Net change in revolving credit facility 1,815 (204)
Issuance of debt 3,000 2,500
Repayments of debt (514) (2,107)
Payments of deferred financing costs (418) -
-------- --------
Cash provided by financing activities 3,883 190
-------- --------
Net increase in cash and cash equivalents 231 51
Cash and cash equivalents, beginning of period 755 807
-------- --------
Cash and cash equivalents, end of period $ 986 $ 858
======== ========
Interest paid $ 1,627 $ 1,026
======== ========
Non-cash financing activity:
Debt extinguishments $ 3,540 -
======== ========
See accompanying notes to condensed consolidated financial statements.
- 6 -
REUNION INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
NOTE 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States 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 accounting
principles generally accepted in the United States 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 nine month periods
ended September 30, 2004 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, 2003, as amended by Form 10-K/A Amendment
No. 1 as filed on April 29, 2004 and Form 10-K/A Amendment No. 2 as filed on
October 6, 2004.
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. At September
30, 2004, the Company had a negative working capital position of $14.4 million
net of related party obligations and a deficiency in assets of $26.7 million.
These conditions raise substantial doubt about the Company?s ability to
continue as a going concern. These condensed consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
Although the Company has obtained a waiver of its default under its
revolving credit and term loan facility with Congress, it is investigating the
sale of assets to service its debts and meet future obligations as part of a
plan to continue in existence. Although we believe we can accomplish this
plan, no assurances exist that we will. Failure to accomplish this plan would
have an adverse impact on the Company's liquidity, financial position and
future operations.
Recent Accounting Pronouncements
In January 2004 and May 2004, the FASB issued FASB Staff Position Nos.
106-1 and 106-2, respectively, regarding accounting and disclosure
requirements related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (Act). Recognition of the Act was permitted to be
deferred under FASB Staff Position No. FAS 106-1, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003." Under the provisions of the Act, companies that
provide prescription drug coverage to retirees over age 65 will be entitled to
a government subsidy beginning in 2006 if the benefits provided under the
company plan are at least actuarially equivalent to those that will otherwise
be offered by the government. The FASB issued final accounting guidance in
May 2004 with FASB Staff Position No. 106-2, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003", which requires that the effect of the Act to be
- 7 -
reflected in third quarter 2004 financial statements. We are evaluating the
impact of the Act on our benefit plan accounting but do not expect the Act
will have a significant effect on our financial position or results of
operations.
In December 2003, the FASB revised and reissued SFAS No. 132 (revised
2003), "Employer's Disclosures about Pensions and Other Postretirement
Benefits - an amendment of FASB Statements No. 87, 88 and 106." While
requiring certain new disclosures, the revised Standard does not change the
measurement or recognition of employee benefit plans. We adopted the
provisions of the revised Standard effective December 2003, except for certain
provisions regarding disclosure of information about estimated future benefit
payments, which are not required until the fourth quarter of 2004. See NOTE
10: COMPONENTS OF BENEFIT COSTS for the required interim disclosures.
On December 17, 2003, the Staff of the Securities and Exchange Commission
(SEC or the Staff) issued Staff Accounting Bulletin No. 104, "Revenue
Recognition" (SAB 104), which supercedes Staff Accounting Bulletin No. 101
"Revenue Recognition in Financial Statements" (SAB 101). SAB 104 rescinds
accounting guidance contained in SAB 101 related to multiple element revenue
arrangements, superceded as a result of the issuance of Emerging Issues Task
Force Issue No. 00-21 (EITF 00-21), "Accounting for Revenue Arrangements with
Multiple Deliverables." Additionally, SAB 104 rescinds the SEC?s Revenue
Recognition in Financial Statements Frequently Asked Questions and Answers
(the FAQ) issued with SAB 101 that had been codified in SEC topic 13, "Revenue
Recognition". While the wording of SAB 104 has changed to reflect the
issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain
largely unchanged by the issuance of SAB 104. The adoption of SAB 104 has not
had, and is not expected to have, a material effect on Reunion's financial
condition or results of operations.
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, if any,
are made at exercise prices at or above their fair value on the dates of
grants. The following table illustrates the effect on results of operations
if the Company had applied fair value recognition provisions of SFAS No. 123
for the three and nine month periods ended September 30, 2004 and 2003 (in
thousands, except for per share amount)(unaudited):
- 8 -
3-Mos. Ended 9-Mos. Ended
------------------ ------------------
2004 2003 2004 2003
-------- -------- -------- --------
Net income (loss) as reported $ (933) $ (2,053) $ 1,014 $ (3,468)
Deduct: Total stock-based employee
compensation determined
under fair value method for
stock options, net of tax - - - -
-------- -------- -------- --------
Pro forma loss applicable
to common stockholders $ (933) $ (2,053) $ 1,014 $ (3,468)
======== ======== ======== ========
Basic income (loss) per
share, as reported $ (0.06) $ (0.13) $ 0.06 $ (0.22)
======== ======== ======== ========
Basic income (loss) per
share, pro forma $ (0.06) $ (0.13) $ 0.06 $ (0.22)
======== ======== ======== ========
Diluted income (loss) per
share, as reported $ (0.06) $ (0.13) $ 0.05 $ (0.22)
======== ======== ======== ========
Diluted income (loss) per
share, pro forma $ (0.06) $ (0.13) $ 0.05 $ (0.22)
======== ======== ======== ========
NOTE 2: RECENT DEVELOPMENTS
Default and Waiver Under Congress Revolving and Term Loan Credit Facility
On December 3, 2003, the Company entered into a revolving and term loan
credit facility with Congress Financial Corporation (Congress). The Congress
facility requires Reunion to comply with financial covenants and other
covenants, including a minimum amount of earnings before interest, taxes,
depreciation and amortization (EBITDA) and a minimum fixed charge coverage
ratio. The minimum EBITDA covenant began in 2004 and requires the Company to
maintain minimum monthly amounts of EBITDA ranging from $450,000 in January
2004 to $600,000 in December 2004 with $50,000 to $100,000 increments or
decrements occurring during the year. There are also minimum monthly EBITDA
amounts required during 2005 and 2006. Through August 2004, the Company
achieved the minimum monthly EBITDA required for compliance with this
covenant. However, the Company was unable to achieve the required minimum
monthly covenant of $650,000 for September 2004, having generated only
$604,000 as calculated under the terms of the facility. In November 2004,
Congress and the Company entered into an amendment of the revolving and term
loan credit facility wherein Congress has waived the minimum EBITDA covenant
for September 2004, eliminated the minimum EBITDA covenant for October 2004
and significantly reduced the monthly minimum EBITDA covenant going forward.
The Company is now required to maintain minimum monthly amounts of EBITDA of
$280,000 in November 2004, $290,000 in December 2004, $350,000 in January
2005, $280,000 in February 2005 and $300,000 per month thereafter. The
Company was in compliance with all other financial, affirmative and negative
covenants in September 2004, including the required minimum fixed charge
coverage ratio of 0.77:1 for the third quarter of 2004, having achieved a
third quarter 2004 ratio of 1.17:1. Also as part of the amendment to the
revolving and term loan credit facility, Congress eliminated the minimum fixed
charge coverage ratio in all future quarters.
- 9 -
Sale of Assets
The Company's management, having reevaluated the Company's ability to
service its debt and meet future obligations, is investigating the sale of
certain assets in order to generate liquidity. These asset sales may take one
or more forms including, but not limited to, the sale of one or more divisions
or piecemeal sales of assets including real estate, buildings, machinery and
equipment and/or intangibles. The Company's management cannot provide any
assurances that any asset sales will occur or, if asset sales do occur, that
such sales will generate sufficient liquidity for the Company.
NOTE 3: LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
At September 30, December 31,
2004 2003
--------------- --------------
(unaudited)
Congress revolving credit facility $ 11,029 $ 9,214
Congress supplemental revolving credit financing 3,000 -
Congress term loan 2,698 3,175
Note payable due December 1, 2006 4,200 4,200
Note payable due December 5, 2006 (net of
warrant value of $60 and $83, respectively) 3,440 3,417
13% senior notes (net of warrant value
of $234 and $315, respectively) 21,779 21,750
Notes payable 8,451 4,161
Notes payable - related parties 500 5,115
Capital leases and other 19 56
-------- --------
Total long-term debt 55,116 51,088
Classified as current (19,341) (9,959)
-------- --------
Long-term debt $ 35,775 $ 41,129
======== ========
Pursuant to EITF 95-22, the Company has classified its Congress revolving
credit obligations within current liabilities as of September 30, 2004 as the
agreement contains language that implies that Congress has a subjective
acceleration clause that it could invoke at any time to accelerate the debt
and includes a required lock-box arrangement.
- 10 -
In May 2004, the Company and Congress Financial entered an amendment to
the loan and security agreement whereby Congress provided an additional $3.0
million of supplemental revolving credit financing to the Company. Proceeds
from the loan were used to pay trade payables and for other corporate
purposes. See NOTE 2: RECENT DEVELOPMENTS, Congress Financial Corporation
Supplemental Revolving Credit Facility."
Certain notes payable - related parties totaling $4.6 million were
settled in the first quarter of 2004, offset against a related party note
receivable of $364,000 and reclassified to a note payable totaling $4.29
million. See NOTE 2: RECENT DEVELOPMENTS, "SFSC Litigation Settlement",
above.
NOTE 4: INVENTORIES
Inventories are comprised of the following (in thousands):
At September 30, At December 31,
2004 2003
----------- --------------
(unaudited)
Raw material $ 4,844 $ 3,206
Work-in-process 4,023 2,077
Finished goods 2,146 2,924
-------- --------
Inventories $ 11,013 $ 8,207
======== ========
NOTE 5: STOCKHOLDERS' DEFICIT AND EARNINGS PER SHARE
The following represents a reconciliation of the change in stockholders'
deficit for the nine month period ended September 30, 2004 (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, 2004 $163 $25,609 $(51,548) $ (1,979) $(27,755)
Activity (unaudited):
Net income - - 1,014 - 1,014
---- ------- -------- -------- --------
At September 30, 2004 $163 $25,609 $(50,534) $ (1,979) $(26,741)
==== ======= ======== ======== ========
- 11 -
The computations of basic and diluted earnings (loss) per common share
EPS (LPS) for the three and nine month periods ended September 30, 2004 and
2003 are as follows (in thousands, except per share amounts)(unaudited):
Net
Income EPS
(Loss) Shares (LPS)
-------- -------- -------
Three months ended September 30, 2004:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic LPS $ (933) 16,279 $ (0.06)
=======
Dilutive effect of stock options and warrants -
-------- --------
Income available to common stockholders,
shares outstanding and diluted LPS $ (933) 16,279 $ (0.06)
======== ======== =======
Three months ended September 30, 2003:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic and diluted LPS $ (2,053) 16,279 $ (0.13)
======== ======== =======
Nine months ended September 30, 2004:
Income available to common stockholders,
weighted average shares outstanding
and basic EPS $ 1,014 16,279 $ 0.06
=======
Dilutive effect of stock options and warrants 2,519
-------- --------
Income available to common stockholders,
shares outstanding and diluted EPS $ 1,014 18,798 $ 0.05
======== ======== =======
Nine months ended September 30, 2003:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic and diluted LPS $ (3,468) 16,279 $ (0.22)
======== ======== =======
At September 30, 2004, the Company's stock options outstanding totaled
614,000. Such options included a dilutive component of 157,044 shares for the
nine month period ended September 30, 2004. At September 30, 2004,
outstanding warrants to purchase the Company's common totaled 2,429,323. Such
warrants included a dilutive component of 2,375,330 shares for the nine month
period ended September 30, 2004. Because the Company had a loss from
operations for the three month period ended September 30, 2004, inclusion of
options and warrants has an anti-dilutive effect on LPS. At September 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 third quarter or first nine months of 2003.
- 12 -
NOTE 6: COMMITMENTS AND CONTINGENT LIABILITIES
The Company is and has been involved in a number of lawsuits and
administrative proceedings, which have arisen in the ordinary course of
business of the Company and its subsidiaries. A summary of such legal
proceedings follows.
Suit Against Paquet and Paquet Counterclaim
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. The parties have agreed to a settlement, in principle, of all
claims upon a payment by Paquet to the Company in the amount of $825,000.
Finalization of the settlement agreement is pending.
NAPTech Suit
On or about March 16, 2004, Shaw NAPTech, Inc. ("NAPTech"), as successor
by merger to NAPTech, Inc. and NAPTech PS Corporation, filed a suit against
the Company in state court in Baton Rouge, Louisiana, to collect payment on a
subordinated note issued to NAPTech and assumed by the Company in a January
2001 acquisition. NAPTech claims the amounts due under this note are
$3,145,403 in principal plus $1,207,875 in unpaid interest through November
30, 2003 plus interest at 15% per annum on the unpaid principal thereafter.
Such amounts are approximately the same as amounts recorded as payable to
NAPTech by the Company in the accompanying consolidated balance sheet. The
Company has filed an answer to the complaint, in which the Company claims,
among other things, that the suit is currently barred by a subordination
agreement to which NAPTech is a party and that the Court lacks personal
jurisdiction over the Company. The trial court has denied motions concerning
certain of the defenses asserted by the Company. However, the trial court?s
denial is not a final determination of the defenses, and the Company intends
to continue to assert such defenses in the suit and can ultimately appeal such
denial. Also named as defendants in the suit are Charles E. Bradley, Sr. (a
director of the Company), as guarantor of the subordinated note, and KSB
Acquisition Corp. and Hanna Investment Corp. (both of which are affiliates of
Mr. Bradley), as pledgors of certain assets securing the note.
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 for the nine-month periods
ended September 30, 2004 and 2003 follows (in 000's):
September 30,
Description 2004 2003
------------------------------------------ -------- --------
Beginning balance $ 211 $ 379
Add: Provision for estimated future claims 82 47
Deduct: Cost of claims (77) (227)
-------- --------
Ending balance $ 216 $ 199
======== ========
- 13 -
NOTE 7: OPERATING SEGMENT DISCLOSURES
The following represents the disaggregation of financial data (in
thousands)(unaudited):
Capital Total
Net Sales EBITDA(1) Spending Assets(2)
--------- --------- --------- ---------
Three months ended and
at September 30, 2004:
- ------------------------ At 09/30
Metals: --------
Pressure vessels and springs $ 6,625 $ 1,074 $ 77 $ 16,510
Cylinders 4,473 (24) 29 8,479
Grating 2,449 331 - 1,052
-------- -------- -------- --------
Subtotal Metals 13,547 1,381 106 26,041
Plastics 6,891 587 23 14,323
Corporate and other - (141) - 15,597
-------- -------- -------- --------
Totals $ 20,438 1,557 $ 129 $ 55,961
======== ======== ========
Depreciation (612)
Interest expense, net (2,033)
--------
Loss from continuing operations before
income taxes and minority interests $ (818)
========
Three months ended September 30,
2003 and at December 31, 2003:
- -------------------------------- At 12/31
Metals: --------
Pressure vessels and springs $ 4,933 $ 719 $ - $ 13,407
Cylinders 3,779 238 7 7,877
-------- -------- -------- --------
Subtotal Metals 8,712 957 7 21,284
Plastics 5,995 620 35 14,516
Corporate and other - (643) - 15,723
-------- -------- -------- --------
Totals $ 14,707 934 $ 42 $ 51,523
======== ======== ========
Depreciation (658)
Interest expense, net (1,737)
--------
Loss from continuing operations
before income taxes $ (1,461)
========
- 14 -
Nine months ended September 30, 2004:
- -------------------------------------
Metals:
Pressure vessels and springs $ 18,429 $ 3,160 $ 285
Cylinders 13,750 463 198
Grating 7,092 939 -
-------- -------- --------
Subtotal Metals 39,271 4,562 483
Plastics 20,650 1,875 223
Corporate and other - (992) 11
-------- -------- --------
Totals $ 59,921 5,445 $ 717
======== ========
Gain on debt extinguishment 3,540
Depreciation (1,858)
Interest expense, net (5,787)
--------
Income from continuing operations before
income taxes and minority interests $ 1,340
========
Nine months ended September 30, 2003:
- -------------------------------------
Metals:
Pressure vessels and springs $ 18,713 $ 3,842 $ -
Cylinders 14,087 835 69
-------- -------- --------
Subtotal Metals 32,800 4,677 69
Plastics 21,246 1,917 137
Corporate and other - (2,296) 1
-------- -------- --------
Totals $ 54,046 4,298 $ 207
======== ========
Depreciation (2,016)
Interest expense, net (5,158)
--------
Loss from continuing operations
before income taxes $ (2,876)
========
(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) Corporate and other assets at September 30, 2004 and at December 31, 2003
includes $8.0 million of goodwill that 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. At September 30, 2004 and December 31, 2003,
goodwill of $1.5 million is recorded at each of pressure vessels and
springs and cylinders.
- 15 -
NOTE 8: DISCONTINUED OPERATIONS - CHANGE IN PLAN
In December 1995, the Company entered into a joint venture agreement with
China Metallurgical Import & Export Shanghai Company and Wanggang Township
Economic Development Corporation. The Company has a 65% interest in the joint
venture. During 1996, the Company capitalized its investment in the joint
venture by contributing cash of $150,000 and machinery and equipment with an
estimated fair market value of $1.9 million to the joint venture. The joint
venture manufacturers grating panels and is located in Wangang Township,
Pudong New Area, Shanghai in the People?s Republic of China.
In 1999, the Company adopted a plan to exit the grating manufacturing
business through the disposition of its grating businesses, including its
Chinese joint venture investment. Upon adoption of the plan, the grating
businesses and assets were classified and accounted for as discontinued
operations, including a provision for estimated loss on disposal of the
Chinese joint venture of $2.0 million, and ceased consolidating the joint
venture as control of its daily operations was given to our joint venture
partners and our then expatriate management was removed.
In the four years since adopting this plan, the Company has made several
unsuccessful attempts to dispose of its investment in the joint venture but
now perceives that a presence in China is consistent with its future plans for
certain of its continuing operations. As a result and in connection with our
Chinese partners? expressed desire to return control of the business to the
Company for various reasons, the Company has decided to retain its investment
in the Chinese joint venture and return it to continuing operations resulting
in consolidation of the joint venture?s results of operations. Certain
information related to the joint venture?s results of operations for the three
and nine month periods ended September 30, 2004 is as follows (in 000?s):
3-months ended September 30, 2004 9-months ended September 30, 2004
- --------------------------------- ---------------------------------
Net sales $ 2,449 Net sales $ 7,092
Income before taxes 330 Income before taxes 932
EBITDA 331 EBITDA 939
NOTE 9: RESTRUCTURING
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 year-to-date September 30, 2004 cash activity of the
remaining lease termination reserves (in thousands):
At Cash At
Description 12/31/03 Activity 09/30/04
- --------------------------------------------- -------- -------- --------
Lease termination costs $ 474 $ (198) $ 276
======== ======== ========
Of the remaining lease termination costs, $260,000 relates to idle
manufacturing facilities in Milwaukee, Wisconsin and Clearfield, Utah. The
remainder relates to lease commitments under idle machinery in the Plastics
Group.
- 16 -
NOTE 10: COMPONENTS OF BENEFIT COSTS
The following tables present the components of net periodic benefit costs
for Metals pension and Metals and Corporate Executive Payroll other
postretirement plans for the three- and nine-month periods ended September 30,
2004 (000's)(unaudited):
Pension Postretirement
------------------ ------------------
3-months ended 3-months ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
2004 2003 2004 2003
------ ------ ------ ------
Benefits earned during year $ 35 $ 35 $ 6 $ 19
Interest cost 53 52 9 26
Amortization of:
Prior service cost 5 5 - -
Unrecognized net loss (gain) 11 11 2 6
Unrecognized net obligation - - 4 12
Expected return on plan assets (45) (45) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 59 $ 58 $ 21 $ 63
====== ====== ====== ======
Pension Postretirement
------------------ ------------------
9-months ended 9-months ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
2004 2003 2004 2003
------ ------ ------ ------
Benefits earned during year $ 105 $ 105 $ 18 $ 57
Interest cost 158 156 27 78
Amortization of:
Prior service cost 15 15 - -
Unrecognized net loss (gain) 33 33 6 18
Unrecognized net obligation - - 12 36
Expected return on plan assets (135) (135) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 176 $ 174 $ 63 $ 189
====== ====== ====== ======
In May 2004, the Company made a required payment of $397,214 associated
with the Metals pension plan.
- 17 -
The following tables present the components of net periodic benefit costs
for Plastics pension and other postretirement plans for the three- and nine-
month periods ended September 30, 2004 (000's):
Pension Postretirement
------------------ ------------------
3-months ended 3-months ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
2004 2003 2004 2003
------ ------ ------ ------
Benefits earned during year $ - $ - $ 15 $ 14
Interest cost 56 55 31 30
Amortization of:
Unrecognized net loss (gain) 17 16 4 4
Expected return on plan assets (43) (43) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 30 $ 28 $ 50 $ 48
====== ====== ====== ======
Pension Postretirement
------------------ ------------------
9-months ended 9-months ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
2004 2003 2004 2003
------ ------ ------ ------
Benefits earned during year $ - $ - $ 45 $ 42
Interest cost 168 165 93 90
Amortization of:
Unrecognized net loss (gain) 51 48 12 12
Expected return on plan assets (129) (129) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 90 $ 84 $ 150 $ 144
====== ====== ====== ======
The Company made a payment of $497,000 in October 2004 associated with
the Plastics pension plan.
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis is provided to assist readers in
understanding financial performance during the periods presented and
significant trends which may impact future performance. It should be read in
conjunction with the consolidated financial statements and accompanying notes
included elsewhere in this Form 10-Q and in conjunction with our annual report
on Form 10-K for the year ended December 31, 2003, as amended by Form 10-K/A
Amendment No. 1 as filed on April 29, 2004 and Form 10-K/A Amendment No. 2 as
filed on October 6, 2004.
- 18 -
GENERAL
The Company owns and operates industrial manufacturing operations that
design and manufacture engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels, hydraulic and
pneumatic cylinders, grating, leaf springs and precision plastic components.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2004 Compared to
Three Months Ended September 30, 2003
Net sales, gross margins and EBITDA percentages for the three months
ended 2004 and 2003 are as follows. The percentages of EBITDA to net sales
excludes corporate and other EBITDA. Including corporate and other EBITDA,
the percentages of consolidated EBITDA to net sales for the three month
periods ended September 30, 2004 and 2003 are 8.9% and 6.4%, respectively ($'s
in 000's):
Net Sales Gross Margin EBITDA
-------------------- -------------- --------------
2004 2003 2004 2003 2004 2003
--------- --------- ------ ------ ------ ------
Pressure vessels
and springs $ 6,625 $ 4,933 21.2% 18.7% 16.2% 14.6%
Cylinders 4,473 3,779 9.5% 18.9% (0.5%) 6.3%
Grating 2,449 - 24.9% - 13.5% -
Plastics 6,891 5,995 13.1% 14.9% 8.5% 10.3%
--------- --------- ------ ------ ------ ------
Totals $ 20,438 $ 14,707 16.3% 17.2% 9.6% 10.7%
========= ========= ====== ====== ====== ======
Net sales for the third quarter of 2004 were up 38.9% from the third
quarter of 2003. Such increase is the result of the inclusion of grating
sales beginning in the second quarter of 2004, which reflects the operations
of the Company?s 65% owned Chinese subsidiary. Such operation had been
treated as a discontinued operation. See "Minority Interests" and "Return of
Discontinued Operations to Continuing Operations - Change in Plan" below.
Excluding the $2.4 million of grating sales, third quarter 2004 sales were up
$3.3 million, or 22.3%, compared to the third quarter of 2003.
Pressure vessels and springs sales were $1.7 million higher in the third
quarter of 2004 compared to the third quarter of 2003 primarily as the result
of the fact that this segment has experienced a 100% increase in its backlog
since year-end 2003 to the end of the third quarter of 2004, from $5.8 million
to $11.6 million, and such backlog increase is beginning to have an increasing
effect on this segment's sales. Also, second quarter 2003 sales to China were
negatively affected by the overall adverse impact on the Asian economy due to
the SARS crisis, which has since ended. Cylinder sales were $0.7 million
higher in the third quarter of 2004 compared to the third quarter of 2003.
The Company completed the consolidation of its cylinder operations into a
single facility in Libertyville, Illinois, in the 2004 second quarter, which
caused some disruption in this segment's shipping activity but contributed to
an increase in this segment's backlog. Such increased began to ship in the
third quarter of 2004 as this segment returned to a more normalized level of
operations. Plastics sales increased $0.9 million in the third quarter of
2004 compared to the 2003 third quarter. Although there is a reluctance and
lag in customers' decisions on newly quoted programs due to the uncertainty
surrounding our financial condition, such negative affect was offset by some
new customer programs and an increase in plastics' backlog of 18% since year-
end 2003 to the end of the 2004 third quarter, from $5.9 million to $7.0
- 19 -
million. Such backlog increase is beginning to have a favorable effect on
sales. [Management anticipates the declining trend in sales will continue to
reverse during the final quarter of 2004].
Gross margin as a percentage of sales in the third quarter of 2004
compared to the 2003 third quarter was down to 16.3% from 17.2%. Excluding
the sales and gross margin of the Chinese grating joint venture, the U.S.
operations gross margin percentage decreased from 17.2% in the third quarter
of 2003 to 15.2% in the third quarter of 2004 as the favorable effect on gross
margin due to increased pressure vessels and springs sales was more than
offset by decreases at cylinders and plastics. Cylinder gross margin
decreased in the third quarter of 2004 compared to the 2003 third quarter due
primarily to the fact that unfavorable materials variances due to production
errors and inefficiencies caused by the relocation of the cylinder operations
into a single facility more than offset the favorable effect of having
eliminated the redundant expenses of operating two facilities. Plastics gross
margin was lower in the third quarter of 2004 compared to the 2003 third
quarter primarily due to the fact that certain of the new customer programs
discussed above carry lower profit margins than those they replaced.
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. Excluding the Chinese grating subsidiary and
corporate and other EBITDA, EBITDA and EBITDA as a percentage of sales
decreased during the third quarter of 2004 compared to 2003 primarily due to
the same factors affecting gross profit margin discussed above. A
reconciliation of EBITDA to operating income for the three months ended
September 30, 2004 and 2003 by segment and corporate and other is as follows
(000's):
Operating Deprec- Amortiz-
Profit iation ation EBITDA
--------- --------- --------- ---------
2004:
- -----
Pressure vessels and springs $ 919 $ 155 $ - $ 1,074
Cylinders (69) 45 - (24)
Grating 331 - - 331
Plastics 185 402 - 587
Corporate and other (151) 10 - (141)
-------- -------- -------- --------
Totals $ 1,215 $ 612 $ - $ 1,827
======== ======== ======== ========
2003:
- -----
Pressure vessels and springs $ 546 $ 173 $ - $ 719
Cylinders 167) 71 - 238
Plastics 224 396 - 620
Corporate and other (661) 18 - (643)
-------- -------- -------- --------
Totals $ 276 $ 658 $ - $ 934
======== ======== ======== ========
- 20 -
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the third quarter
of 2004 were $2.5 million, compared to $2.5 million for the 2003 third
quarter. SGA in the third quarter of 2004 includes $0.3 million from the
Chinese grating joint venture. Excluding this, SGA decreased to $2.2 million
domestically, or by $0.3 million. This decrease in SGA is due to continued
cost cutting measures and payroll reductions. Excluding the sales and SGA of
the Chinese grating joint venture, SGA as a percentage of sales decreased to
12.3% for the third quarter of 2004 compared to 17.2% in the 2003 third
quarter primarily due to the effects of the cost savings described above.
Other Income
Other income for the third quarter of 2004 was $374,000, compared to
other income of $270,000 for the third quarter of 2003. The components are as
follows:
2004 2003 Change
-------- -------- --------
Adjustment of environmental reserve $ (270) $ $ (270)
Rental income on sublease (11) (14) 3
Repayment of advance previously written-off (50) - (50)
Gain on sale of property - (138) 138
Reduction of the lease termination reserve - (117) 117
Other (income) expense, net (43) (1) (42)
-------- -------- --------
Total other income, net $ (374) $ (270) $ (104)
======== ======== ========
The Company finalized the settlement of a Louisiana environmental
litigation matter in 2004. Such settlement has resulted in new estimates of
the required reserve, which resulted in a $270,000 adjustment. In June 2003,
the Company sublet its idle manufacturing facility in Clearfield, Utah and,
therefore, has recorded rental income in both the 2004 and 2003 third
quarters. The Company received repayment of an advance written-off in 1999.
The Company sold idle property in the 2003 third quarter which resulted in a
gain. The Company reevaluated and adjusted its lease termination reserve in
the third quarter of 2003 based on the subletting of its idle manufacturing
facility in Clearfield, Utah. There were no other significant offsetting
items of other income or expenses in either of the second quarters of 2004 and
2003.
Minority Interests
Minority interests of $0.1 million represents income during the third
quarter of 2004 allocated to the minority ownerships of the Company's
consolidated foreign grating joint venture. Minority interests are calculated
based on the percentage of minority ownership. See "Return of Discontinued
Operations to Continuing Operations - Change in Plan" below.
Interest Expense
Interest expense for the third quarter of 2004 was $2.0 million compared
to $1.7 million for the third quarter of 2003. This increase is primarily due
to the higher level of amortization of deferred financing costs and estimated
warrant value in the 2004 third quarter than the 2003 third quarter.
- 21 -
Income Taxes
There was no tax provision from continuing operations in the third
quarters of 2004 or 2003. The Company has net operating loss carryforwards
for Federal tax return reporting purposes totaling $115.2 million at December
31, 2003. The years in which such net operating losses expire are as follows
(000's):
Year ending December 31: Year ending December 31:
------------------------ ------------------------
2004 $ 53,099 2017 7,574
2006 6,067 2018 10,860
2007 609 2019 1,907
2008 3,231 2020 1,047
2009 2,526 2021 12,431
2011 1,069 2022 14,760
[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, 2003 [and to continue to do so during 2004 until management can
conclude that it is more likely than not that some or all of our loss
carryforwards can be utilized.]
Return of Discontinued Operations to Continuing Operations - Change in Plan
In December 1995, the Company entered into a joint venture agreement with
China Metallurgical Import & Export Shanghai Company and Wanggang Township
Economic Development Corporation. The Company has a 65% interest in the joint
venture. During 1996, the Company capitalized its investment in the joint
venture by contributing cash of $150,000 and machinery and equipment with an
estimated fair market value of $1.9 million to the joint venture. The joint
venture manufacturers grating panels and is located in Wangang Township,
Pudong New Area, Shanghai in the People?s Republic of China.
In 1999, the Company adopted a plan to exit the grating manufacturing
business through the disposition of its grating businesses, including its
Chinese joint venture investment. Upon adoption of the plan, the grating
businesses and assets were classified and accounted for as discontinued
operations, including a provision for estimated loss on disposal of the
Chinese joint venture of $2.0 million, and ceased consolidating the joint
venture as control of its daily operations was given to our joint venture
partners and our then expatriate management was removed.
In the four years since adopting this plan, the Company has made several
unsuccessful attempts to dispose of its investment in the joint venture but
now perceives that a presence in China is consistent with its future plans for
certain of its continuing operations. As a result and in connection with our
Chinese partners? expressed desire to return control of the business to the
Company for various reasons, the Company has decided to retain its investment
in the Chinese joint venture and returned it to continuing operations
effective at the beginning of 2004 resulting in consolidation of the joint
venture?s results of operations.
- 22 -
Nine Months Ended September 30, 2004 Compared to
Nine Months Ended September 30, 2003
Net sales, gross margins and EBITDA percentages for the nine months ended
September 30, 2004 and 2003 are as follows. The percentages of EBITDA to net
sales excludes corporate and other EBITDA. Including corporate and other
EBITDA, the percentages of consolidated EBITDA to net sales for the nine month
periods ended September 30, 2004 and 2003 are 9.1% and 8.0%, respectively ($'s
in 000's):
Net Sales Gross Margin EBITDA
-------------------- -------------- --------------
2004 2003 2004 2003 2004 2003
--------- --------- ------ ------ ------ ------
Pressure vessels
and springs $ 18,429 $ 18,713 21.8% 25.2% 17.1% 20.5%
Cylinders 13,750 14,087 15.0% 16.8% 3.4% 5.9%
Grating 7,092 - 24.2% - 13.2% -
Plastics 20,650 21,246 14.2% 13.5% 9.1% 9.0%
--------- --------- ------ ------ ------ ------
Totals $ 59,921 $ 54,046 17.9% 18.4% 10.7% 12.2%
========= ========= ====== ====== ====== ======
Net sales for the first nine months of 2004 were up $5.9 million, or
10.9%, compared to the first nine months of 2003. First nine months 2004
sales includes $7.1 million of sales from the consolidation of the Company?s
65% owned Chinese grating manufacturing subsidiary. Such operation had been
treated as a discontinued operation. See "Minority Interests" and "Return of
Discontinued Operations to Continuing Operations - Change in Plan" below.
Excluding such grating sales, first nine months 2004 sales were down $1.2
million, or 2.3%, when compared to the first nine months of 2003. Such
decreased sales was the result of slight decreases at all segments due to
varying orders levels and not any identifiable negative trends.
Pressure vessels and springs sales and cylinder sales were each $0.3
million lower in the first nine months of 2004 compared to the first nine
months of 2003 due primarily to each having lower backlogs at year-end 2003
compared to year-end 2002. However, the backlogs for each have increased
since year-end 2003 to the end of the third quarter of 2004, which is
beginning to have an increasing effect on sales. Plastics sales decreased
$0.6 million in the first nine months of 2004 compared to the 2003 first nine
months. Although there has been a reluctance and lag in customers' decisions
on newly quoted programs due to the uncertainty surrounding our financial
condition, such negative affect was offset by some new customer programs and
an increase in plastics' backlog of 18% since year-end 2003 to the end of the
2004 third quarter, from $5.9 million to $7.0 million. Such backlog increase
is beginning to have a favorable effect on sales. [Management anticipates the
declining trend in sales will continue to reverse during the final quarter of
2004].
Gross margin as a percentage of sales in the first nine months of 2004
compared to the 2003 first nine months was down slightly, to 17.9% from 18.4%.
Excluding the sales and gross margin of the Chinese grating joint venture,
the U.S. operations gross margin percentage decreased from 18.4% in the first
nine months of 2003 to 17.0% in the first nine months of 2004. The decrease
in pressure vessels and springs gross margin as a percentage of sales was due
to a week-long interruption in June 2004 production caused by an electrical
failure resulting in unanticipated costs and underabsorbed overheads.
Cylinder gross margin decreased in the first nine months of 2004 compared to
the 2003 first nine months due primarily to the fact that unfavorable
materials variances due to production errors and inefficiencies caused by the
- 23 -
relocation of the cylinder operations into a single facility more than offset
the favorable effect of having eliminated the redundant expenses of operating
two facilities. The plastics segment increased its gross profit margin
percentage even with reduced sales as a result of increased productivity and a
lower cost structure resulting from prior year cost reduction efforts.
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. Excluding the Chinese grating subsidiary and
corporate and other EBITDA, EBITDA and EBITDA as a percentage of sales
decreased during the first nine months of 2004 compared to 2003 primarily due
to the same factors affecting gross profit margin discussed above. A
reconciliation of EBITDA to operating income for the nine months ended
September 30, 2004 and 2003 by segment and corporate and other is as follows
(000's):
Operating Deprec- Amortiz-
Profit iation ation EBITDA
--------- --------- --------- ---------
2004:
- -----
Pressure vessels and springs $ 2,694 $ 466 $ - $ 3,160
Cylinders 319 144 - 463
Grating 939 - - 939
Plastics 658 1,217 - 1,875
Corporate and other (1,023) 31 - (992)
-------- -------- -------- --------
Totals 3,047 $ 1,858 $ - $ 5,445
======== ======== ========
Gain on debt extinguishment 3,540
--------
Operating profit $ 7,127
========
2003:
- -----
Pressure vessels and springs $ 3,316 $ 526 $ - $ 3,842
Cylinders 620 215 - 835
Plastics 695 1,222 - 1,917
Corporate and other (2,349) 53 - (2,296)
-------- -------- -------- --------
Totals $ 2,282 $ 2,016 $ - $ 4,298
======== ======== ======== ========
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the first nine
months of 2004 were $7.8 million, compared to $8.0 million for the 2003 first
nine months. SGA in the first nine months of 2004 includes $0.8 million from
the Chinese grating joint venture. Excluding this, SGA decreased to $7.0
- 24 -
million domestically, or by $1.0 million. This decrease in SGA is due to
continued cost cutting measures and payroll reductions. Excluding the sales
and SGA of the grating joint venture, SGA as a percentage of sales decreased
to 13.3% for the first nine months of 2004 compared to 14.8% in the 2003 first
nine months primarily due to the effects of the cost savings described above.
Gains on Debt Extinguishments
The Company had been named as one of several defendants in fifteen
consolidated lawsuits filed in December 2000 or early 2001 in the Superior
Court for Los Angeles County, California. The plaintiffs in these suits,
except one, are structured settlement payees to whom Stanwich Financial
Services Corp. (SFSC) is indebted. The Company and SFSC were related parties.
The plaintiffs alleged that the Company received loans from SFSC that have not
been repaid. On May 25, 2001, SFSC filed a Chapter 11 Bankruptcy Petition in
the U.S. Bankruptcy Court for the District of Connecticut.
A settlement was reached in the Superior Court action among the
plaintiffs, Bankers Trust Co. and certain other financial institution
defendants. In the settlement, Bankers Trust Co. and the other settling
financial institution defendants paid the plaintiffs an amount specified in
the settlement agreement, and Bankers Trust Co. received an assignment of the
claims of the plaintiffs and such other settling defendants against the
Company and other defendants. In the SFSC bankruptcy proceeding, the Company
and certain other defendants entered into a settlement with SFSC and Bankers
Trust Co. Under this settlement (1) the Company is obligated to pay SFSC a
settlement amount by December 31, 2006 in the sum of $4.29 million, plus
interest at the rate of 10% per annum, in full satisfaction of the Company?s
indebtedness to SFSC under notes payable totaling $4.6 million, plus interest,
and for certain credit support fees payable, which settlement amount is net of
an offset against SFSC?s note payable to the Company in the amount of $310,000
plus interest, and (2) provided it makes such settlement payment, the Company
is released from all claims that have been or could have been asserted against
the Company by the plaintiffs or the settling financial institution defendants
in the California Superior Court suits or by SFSC in the bankruptcy
proceeding. The settlement amount does not constitute a new liability of the
Company, as it relates to indebtedness and a note receivable that had
previously been recorded on the Company?s balance sheet. The settlement
resulted in a $3.1 million gain on debt extinguishment calculated as follows
(000's):
Interest
Payable and Fee
Description (Receivable) Accruals Totals
- ------------------------------- ---------- ---------- ----------
SFSC note receivable $ (310) $ (155) $ (465)
Reserve for interest receivable - 101 101
SFSC collateral fee - 690 690
SFSC credit support fee - 294 294
SFSC note payable 2,999 1,501 4,500
SFSC note payable 500 290 790
SFSC note payable 100 53 153
SFSC note payable by assignment 1,017 280 1,297
-------- -------- --------
Totals $ 4,306 $ 3,054 7,360
======== ========
Less: Note payable under settlement agreement (4,290)
--------
Gain on SFSC litigation settlement first quarter 2004 $ 3,070
========
- 25 -
The gain on debt extinguishment of $3.1 million was recorded in the first
quarter of 2004 as the settlement was reached in the Superior Court and the
financial institution defendants paid the plaintiffs in January 2004.
However, subsequent to the filing of our Form 10-Q for the quarter ended March
31, 2004, the parties to the settlement agreement set the effective date of
the settlement as May 10, 2004. Accordingly, the Company recorded interest
expense through May 10, 2004 under the terms of the prior SFSC notes payable
and then recorded an additional gain on debt extinguishment of $262,000 to
reflect the effective date of the settlement as being May 10, 2004. The
Company then adjusted interest expense under the terms of the new note payable
as though it began accruing on May 10, 2004.
In January 2004, we solicited our noteholders for the second time to
consent to certain provisions and waivers of the indenture governing the 13%
senior notes. In the first consent in November 2003, $23,250,700 of the
$24,855,000 principal amount of senior notes, or 93.55%, had consented. The
second consent solicitation period ended on April 28, 2004 at which time
holders of an additional $434,300 principal amount of senior notes had
consented. The significant provisions of the solicitation requested that the
noteholders consent to waive all then existing defaults under the indenture,
cancel all accrued and unpaid interest, cancel 12% of the principal amount of
senior notes and extend the maturity of the notes to December 2006.
Accordingly, 12% of the $434,300 principal amount of senior notes of
noteholders that had consented to the various provisions and waivers in the
second solicitation, or $52,000, was extinguished pursuant to the provisions
of the consent. As of April 28, 2004, accrued and unpaid interest related to
the 13% senior notes consenting in the second solicitation totaled $156,000.
Such interest was extinguished pursuant to the provisions of the consent.
Other Income
Other income for the first nine months of 2004 was $656,000, compared to
other income of $331,000 for the first nine months of 2003. The components
are as follows:
2004 2003 Change
-------- -------- --------
Costs to consolidate cylinder locations $ 288 $ - $ 288
Adjustment of environmental reserve (601) - (601)
Rental income on sublease (33) (41) 8
Repayment of advance previously written-off (50) - (50)
Gain on sale of property - (138) 138
Reduction of the lease termination reserve - (117) 117
Other (income) expense, net (260) (35) (225)
-------- -------- --------
Total other income, net $ (656) $ (331) $ (325)
======== ======== ========
During May 2004, we completed the consolidation of our cylinder
manufacturing operations into a single facility in Libertyville, Illinois.
Costs totaling $288,000 were incurred in 2004. The Company finalized the
settlement of a Louisiana environmental litigation matter in 2004. Such
settlement has resulted in a new estimate of the required reserve, which
resulted in a $601,000 adjustment. In June 2003, the Company sublet its idle
manufacturing facility in Clearfield, Utah and, therefore, has recorded rental
income in both 2004 and 2003. The Company received repayment of an advance
- 26 -
written-off in 1999. The Company sold idle property in the 2003 third quarter
which resulted in a gain. The Company reevaluated and adjusted its lease
termination reserve in the third quarter of 2003 based on the subletting of
its idle manufacturing facility in Clearfield, Utah. There were no other
individually significant or offsetting items of other income or expenses in
either of the first halves of 2004 and 2003.
Minority Interests
Minority interests of $0.3 million represents income during the first
nine months of 2004 allocated to the minority ownerships of the Company's
consolidated foreign grating joint venture. Minority interests are calculated
based on the percentage of minority ownership. See "Return of Discontinued
Operations to Continuing Operations - Change in Plan" below.
Interest Expense
Interest expense for the first nine months of 2004 was $5.8 million
compared to $5.2 million for the first nine months of 2003. This increase is
primarily due to the higher level of amortization of deferred financing costs
and estimated warrant value in the 2004 first nine months than the 2003 first
nine months.
Income Taxes
There was no tax provision from continuing operations in the first halves
of 2004 or 2003. The Company has net operating loss carryforwards for Federal
tax return reporting purposes totaling $115.2 million at December 31, 2003.
The years in which such net operating losses expire are as follows (000's):
Year ending December 31: Year ending December 31:
------------------------ ------------------------
2004 $ 53,099 2017 7,574
2006 6,067 2018 10,860
2007 609 2019 1,907
2008 3,231 2020 1,047
2009 2,526 2021 12,431
2011 1,069 2022 14,760
[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, 2003 [and to continue to do so during 2004 until management can
conclude that it is more likely than not that some or all of our loss
carryforwards can be utilized.]
Return of Discontinued Operations to Continuing Operations - Change in Plan
In December 1995, the Company entered into a joint venture agreement with
China Metallurgical Import & Export Shanghai Company and Wanggang Township
Economic Development Corporation. The Company has a 65% interest in the joint
venture. During 1996, the Company capitalized its investment in the joint
venture by contributing cash of $150,000 and machinery and equipment with an
estimated fair market value of $1.9 million to the joint venture. The joint
venture manufacturers grating panels and is located in Wangang Township,
Pudong New Area, Shanghai in the People?s Republic of China.
In 1999, the Company adopted a plan to exit the grating manufacturing
business through the disposition of its grating businesses, including its
Chinese joint venture investment. Upon adoption of the plan, the grating
businesses and assets were classified and accounted for as discontinued
operations, including a provision for estimated loss on disposal of the
- 27 -
Chinese joint venture of $2.0 million, and ceased consolidating the joint
venture as control of its daily operations was given to our joint venture
partners and our then expatriate management was removed.
In the four years since adopting this plan, the Company has made several
unsuccessful attempts to dispose of its investment in the joint venture but
now perceives that a presence in China is consistent with its future plans for
certain of its continuing operations. As a result and in connection with our
Chinese partners? expressed desire to return control of the business to the
Company for various reasons, the Company has decided to retain its investment
in the Chinese joint venture and returned it to continuing operations
effective at the beginning of 2004 resulting in consolidation of the joint
venture?s results of operations for the nine months ended September 30, 2004.
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.
Recent Events
Default and Waiver Under Congress Revolving and Term Loan Credit Facility
On December 3, 2003, the Company entered into a revolving and term loan
credit facility with Congress Financial Corporation (Congress). The Congress
facility requires Reunion to comply with financial covenants and other
covenants, including a minimum amount of earnings before interest, taxes,
depreciation and amortization (EBITDA) and a minimum fixed charge coverage
ratio. The minimum EBITDA covenant began in 2004 and requires the Company to
maintain minimum monthly amounts of EBITDA ranging from $450,000 in January
2004 to $600,000 in December 2004 with $50,000 to $100,000 increments or
decrements occurring during the year. There are also minimum monthly EBITDA
amounts required during 2005 and 2006. Through August 2004, the Company
achieved the minimum monthly EBITDA required for compliance with this
covenant. However, the Company was unable to achieve the required minimum
monthly covenant of $650,000 for September 2004, having generated only
$604,000 as calculated under the terms of the facility. In November 2004,
Congress and the Company entered into an amendment of the revolving and term
loan credit facility wherein Congress has waived the minimum EBITDA covenant
for September 2004, eliminated the minimum EBITDA covenant for October 2004
and significantly reduced the monthly minimum EBITDA covenant going forward.
The Company is now required to maintain minimum monthly amounts of EBITDA of
$280,000 in November 2004, $290,000 in December 2004, $350,000 in January
2005, $280,000 in February 2005 and $300,000 per month thereafter. The
Company was in compliance with all other financial, affirmative and negative
covenants in September 2004, including the required minimum fixed charge
coverage ratio of 0.77:1 for the third quarter of 2004, having achieved a
third quarter 2004 ratio of 1.17:1. Also as part of the amendment to the
revolving and term loan credit facility, Congress eliminated the minimum fixed
charge coverage ratio in all future quarters.
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Sale of Assets
The Company's management, having reevaluated the Company's ability to
service its debt and meet future obligations, is investigating the sale of
certain assets in order to generate liquidity. These asset sales may take one
or more forms including, but not limited to, the sale of one or more divisions
or piecemeal sales of assets including real estate, buildings, machinery and
equipment and/or intangibles. The Company's management cannot provide any
assurances that any asset sales will occur or, if asset sales do occur, that
such sales will generate sufficient liquidity for the Company.
SUMMARY OF 2004 ACTIVITIES
Cash and cash equivalents totaled $1.0 million at September 30, 2004,
compared to $0.8 million at December 31, 2003, an increase of $0.2 million.
This resulted from $3.0 million of cash used in operating activities and $0.7
million used in investing activities being more than offset by $3.9 million
provided by financing activities. Cash and cash equivalents at the end of a
period generally represents lockbox receipts from customers to be applied to
our Congress revolving credit facility in the following one to two business
days.
Operating Activities
Operating activities used $3.0 million in cash in the first nine months
of 2004 as increases of $2.8 million in receivables and inventories were only
partially funded by an increase in trade payables and other liabilities.
Investing Activities
Capital expenditures were $0.7 million.
Financing Activities
The Company made scheduled repayments of the Congress term loan totaling
$477,000 and paid an additional $418,000 in costs related to the December 2003
refinancing. Revolving credit facility borrowings increased $1.8 million
during the first nine months of 2004. The Company and Congress entered into a
supplemental revolving credit financing for $3.0 million. Other debt
repayments totaling $37,000 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
- 29 -
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 first nine months 2004 cash activity of the remaining
lease termination reserves (in thousands):
At Cash At
Description 12/31/03 Activity 09/30/04
- --------------------------------------------- -------- -------- --------
Lease termination costs $ 474 $ (198) $ 276
======== ======== ========
Of the remaining lease termination costs, $260,000 relates to idle
manufacturing facilities in Milwaukee, Wisconsin and Clearfield, Utah. The
remainder relates to lease commitments under idle machinery in the Plastics
Group.
FACTORS THAT COULD AFFECT FUTURE RESULTS
Reunion's vendors may restrict credit terms
We have corrected many vendor-related problems with liquidity generated
from the refinancing and 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 defaulted under its financing agreement
The Company was unable to achieve the required minimum monthly covenant
of $650,000 for September 2004, having generated only $604,000 as calculated
under the terms of the facility. Congress has provided the Company with a
waiver of the minimum EBITDA covenant for September 2004, eliminated the
minimum EBITDA covenant for October 2004 and significantly reduced the minimum
EBITDA covenant going forward. However, no assurances can be given that the
Company will not default under its financing agreement in future periods.
Reunion is exposed to the risks of litigation
We have made significant progress in settling major exposures to
litigation and environmental claims during 2003 and 2004. However, we are
still exposed to certain undecided litigation. An adverse outcome in one or
more of these matters could have a significant negative effect on our
financial position and results of operations.
Reunion operates in highly competitive mature, niche markets
Our products are sold in highly competitive mature, niche markets and we
compete with companies of varying size, including divisions and subsidiaries
of larger companies that have financial resources that exceed ours. This
combination of competitive and financial pressures could cause us to lose
market share or erode prices, which could negatively impact our financial
position and results of operations.
- 30 -
Reunion?s past performance could impact future prospects
Our past performance has been poor. Because of this, potential or
current customers may decide not to do business with us. If this were to
happen, our sales may not increase or may decline. If sales do not increase
or we experience a further decline in sales, our ability to cover costs would
be further reduced, which could negatively impact our financial position and
results of operations.
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. At September 30, 2004, the
Company has a deficiency in working capital of $14.4 million net of related
party obligations and a deficiency in assets of $26.7 million. These
conditions raise substantial doubt about the Company?s ability to continue as
a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that may result
from the outcome of this uncertainty.
The Company has defaulted under its revolving credit and term loan
facility with Congress and has decided to sell assets to service its debts and
meet future obligations as part of a plan to continue in existence. Although
we believe we can accomplish this plan, no assurances exist that we will.
Failure to accomplish this plan would have an adverse impact on the Company's
liquidity, financial position and future operations.
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.
Item 4. Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as
amended, Reunion?s management, including its Chief Executive Officer and Chief
Financial Officer, conducted an evaluation as of the end of the period covered
by this report, of the effectiveness of Reunion?s disclosure controls and
procedures as defined in Rule 13a-15(e). Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that Reunion?s
disclosure controls and procedures were effective as of the end of the period
covered by this report. As required by Rule 13a-15(d), Reunion?s management,
including its Chief Executive Officer and Chief Financial Officer, also
conducted an evaluation of Reunion?s internal control over financial reporting
to determine whether any changes occurred during the quarter that have
materially affected, or are reasonably likely to materially affect, Reunion?s
internal control over financial reporting. Based on that evaluation, there has
been no such change during the quarter.
It should be noted that any system of controls, however well designed
and operated, can provide only reasonable, and not absolute, assurance that
the objectives of the system will be met. In addition, the design of any
control system is based in part upon certain assumptions about the likelihood
of future events.
- 31 -
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 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
-------------------
The Company filed a Current Report on Form 8-K/A dated
May 4, 2004 on August 18, 2004 to announce that it had
postponed its 2004 annual meeting of the Company's
stockholders.
The Company filed a Current Report on Form 8-K dated
August 18, 2004 on August 18, 2004 to announce its second
quarter 2004 operating results and file the related press
release as an exhibit thereto.
The Company filed a Current Report on Form 8-K dated
October 29, 2004 on October 29, 2004 to announce the record
date, time and place of its 2004 annual meeting of the
Company's stockholders.
(c) Exhibits
--------
Exhibit No. Exhibit Description
----------- -------------------
31.1 Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification of Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
- 32 -
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: November 20, 2004 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)
- 33 -
EXHIBIT 31.1
CERTIFICATION
I, Charles E. Bradley, Sr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Reunion Industries,
Inc.;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer 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)) 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 report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this 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
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) 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 officer 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 the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control 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.
Date: November 20, 2004
/s/ Charles E. Bradley, Sr.
- -------------------------------------
Chief Executive Officer
- 34 -
EXHIBIT 31.2
CERTIFICATION
I, John M. Froehlich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Reunion Industries,
Inc.;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer 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)) 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 report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this 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
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) 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 officer 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 the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control 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.
Date: November 20, 2004
/s/ John M. Froehlich
- -------------------------------------
Chief Financial Officer
- 35 -
EXHIBIT 32.1
REUNION INDUSTRIES, INC.
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION
In connection with this quarterly report on Form 10-Q of Reunion Industries,
Inc. for the quarter ended September 30, 2004, I, Charles E. Bradley, Sr.,
Chief Executive Officer of Reunion Industries, Inc., hereby certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 Of the Sarbanes-
Oxley Act of 2002, that:
1. this Form 10-Q for the quarter ended September 30, 2004 fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. the information contained in this Form 10-Q for the quarter ended
September 30, 2004 fairly presents, in all material respects, the financial
condition and results of operations of Reunion Industries, Inc. for the
periods presented therein.
Date: November 20, 2004
/s/ Charles E. Bradley, Sr.
- ---------------------------
Chief Executive Officer
- 36 -
EXHIBIT 32.2
REUNION INDUSTRIES, INC.
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION
In connection with this quarterly report on Form 10-Q of Reunion Industries,
Inc. for the quarter ended September 30, 2004, I, John M. Froehlich, Chief
Financial Officer of Reunion Industries, Inc., hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 Of the Sarbanes-Oxley
Act of 2002, that:
1. this Form 10-Q for the quarter ended September 30, 2004 fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. the information contained in this Form 10-Q for the quarter ended
September 30, 2004 fairly presents, in all material respects, the financial
condition and results of operations of Reunion Industries, Inc. for the
periods presented therein.
Date: November 20, 2004
/s/ John M. Froehlich
- ---------------------------
Chief Financial Officer
- 37 -