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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 March 31, 2005
------------------
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 May 1, 2005, 16,278,579 shares of common stock, par value $.01 per
share, were outstanding.
Page 1 of 28 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 that 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. Note that all forward-looking statements
involve risks and uncertainties. Factors which could cause the future results
and shareholder values to differ materially from those expressed in the
forward-looking statements include, but are not limited to, the strengths of
the markets which the Company serves, the Company's ability to generate
liquidity and the Company's ability to service its debts and meet financial
covenants. 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. 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 Sheets at
March 31, 2005 (unaudited) and December 31, 2004 4
Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss) for the three months
ended March 31, 2005 and 2004 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2005 and 2004 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 21
Item 4. Controls and Procedures 22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 6. Exhibits and Reports on Form 8-K 23
SIGNATURES 24
CERTIFICATIONS 25
- 3 -
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT MARCH 31, 2005 AND DECEMBER 31, 2004
(in thousands)
At March 31, At December 31,
2005 2004
--------------- --------------
(unaudited)
ASSETS:
Cash and cash equivalents $ 1,030 $ 1,146
Receivables (net of allowance of
$212 and $202, respectively) 13,135 12,768
Advances to employees 18 26
Inventories, net 9,751 9,300
Other current assets 1,154 1,832
Current assets of discontinued operations 395 3,216
-------- --------
Total current assets 25,483 28,288
Property, plant and equipment, net 9,126 9,374
Property, plant and equipment, held for sale 2,309 2,911
Due from related parties 889 919
Goodwill, net 10,994 10,994
Other assets, net 3,910 4,110
-------- --------
Total assets $ 52,711 $ 56,596
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current maturities of debt $ 643 $ 645
Revolving credit facilities 12,437 14,485
Trade payables 8,961 9,300
Accrued interest 6,746 5,663
Due to related parties 341 285
Other current liabilities 5,628 5,680
Notes payable 4,161 4,161
Notes payable - related parties 500 500
Current liabilities of discontinued operations 1,121 827
-------- --------
Total current liabilities 40,538 41,546
Long-term debt 34,501 35,628
Other liabilities 3,546 3,759
Non-current liabilities of discontinued
Operations 916 916
-------- --------
Total liabilities 79,501 81,849
Minority interests 167 330
Commitments and contingent liabilities - -
Stockholders' deficit (26,957) (25,583)
-------- --------
Total liabilities and stockholders' deficit $ 52,711 $ 56,596
======== ========
See accompanying notes to condensed consolidated financial statements.
- 4 -
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(in thousands, except per share information)(unaudited)
Three Months Ended
March 31,
2005 2004
-------- --------
Sales $ 17,296 $ 15,820
Cost of sales 14,522 12,592
-------- --------
Gross profit 2,774 3,228
Selling, general & administrative 2,258 2,319
Gain on debt extinguishments - (3,070)
Other income, net (9) (94)
-------- --------
Operating profit 525 4,073
Interest expense, net 2,119 1,779
-------- --------
Income (loss) from continuing
operations before income taxes
and minority interests (1,594) 2,294
Provision for income taxes - -
-------- --------
Income (loss) from continuing
operations before minority
interests (1,594) 2,294
Minority interests 73 98
-------- --------
Income (loss) from continuing
operations (1,667) 2,196
Gain on disposal of discontinued operations,
net of tax of $-0- 370 -
Income (loss) from discontinued operations,
Net of tax of $-0- (77) 153
-------- --------
Net and comprehensive income (loss) $ (1,374) $ 2,349
======== ========
Earnings (loss) applicable to common
stockholders $ (1,374) $ 2,349
======== ========
Basic earnings (loss) per share:
Continuing operations $ (0.10) $ 0.13
Discontinued operations 0.02 0.01
-------- --------
Income (loss) per share - basic $ (0.08) $ 0.14
======== ========
Weighted average shares
outstanding - basic 16,279 16,279
======== ========
Diluted income (loss) per share:
Continuing operations $ (0.10) $ 0.11
Discontinued operations 0.02 - 0.01
-------- --------
Income (loss) per share - diluted $ (0.08) $ 0.12
======== ========
Weighted average shares
outstanding - diluted 16,279 18,826
======== ========
See accompanying notes to condensed consolidated financial statements.
- 5 -
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(in thousands)
(unaudited)
Three Months Ended
March 31,
2005 2004
-------- --------
Cash used in operating activities $ (457) $ (72)
-------- --------
Cash flow from investing activities:
Capital expenditures (137) (122)
Proceeds from asset sales 3,680 -
-------- --------
Cash (used in) provided by investing activities 3,543 (122)
-------- --------
Cash flow from financing activities:
Net change in revolving credit facility (2,069) 1,203
Repayments of debt (1,164) (175)
Payments of deferred financing costs - (271)
-------- --------
Cash provided by financing activities (3,233) 757
-------- --------
Net increase in cash and cash equivalents (147) 563
Less: Change in cash of discontinued operations 31 (41)
Cash and cash equivalents, beginning of period 1,146 656
-------- --------
Cash and cash equivalents, end of period $ 1,030 $ 1,178
======== ========
Interest paid $ 699 $ 580
======== ========
Non-cash financing activity:
Debt extinguishments $ - 3,070
======== ========
See accompanying notes to condensed consolidated financial statements.
- 6 -
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
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 months ended March 31,
2005 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, 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 March 31,
2005, the Company had a deficiency in working capital of $15.1 million, a loss
from continuing operations for the three months then ended of $1.7 million and
a deficiency in assets of $27.0 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.
Over the past several years, the Company has taken steps to improve its
liquidity and defer the principal maturities of a significant portion of its
debt. The Company is investigating other recapitalization scenarios in an
effort to provide additional liquidity and extinguishments or deferrals of
debt obligations. Although the Company believes that it can accomplish these
plans, no assurances exist that it will. Failure to accomplish these plans
could have an adverse impact on the Company's liquidity, financial position
and future operations. (See Note 2: RECENT DEVELOPMENTS - Sale of Assets.)
Recent Accounting Pronouncements
In December 2004, the FASB issued SFAS 123R, "Share Based Payment." SFAS
123R is a revision to SFAS 123 and supersedes APB 25, "Accounting for Stock
Issued to Employees," and amends SFAS 95, "Statement of Cash Flows." This
statement requires a public entity to expense the cost of employee services
received in exchange for an award of equity instruments. This statement also
provides guidance on valuing and expensing these awards, as well as disclosure
requirements of these equity arrangements. This statement is effective for the
first interim reporting period that begins after January 1, 2006.
SFAS 123R permits public companies to choose between the following two
adoption methods:
1. A "modified prospective" method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of SFAS 123R
for all share-based payments granted after the effective date and (b) based on
the requirements of Statement 123 for all awards granted to employees prior to
the effective date of SFAS 123R that remain unvested on the effective date, or
- 7 -
2. A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under SFAS 123 for purposes
of pro forma disclosures either (a) all prior periods presented or (b) prior
interim periods of the year of adoption
Reunion currently accounts for share-based payments to employees using
APB 25's intrinsic value method and, as such, recognizes no compensation
expense for employee stock options. The impact of the adoption of SFAS 123R on
Reunion cannot be predicted at this time because it will depend on levels of
share-based payments granted in the future. There would have been no material
impact on reported results of operations and earnings per share had the
Company applied the fair value provisions of SFAS 123 to share-based payments.
The adoption of SFAS 123R's fair value method may have an impact,
possibly material, on Reunion's future results of operations but no material
impact on overall financial position. SFAS 123R also requires the benefits of
tax deductions in excess of recognized compensation expense, if any, to be
reported as a financing cash flow, rather than as an operating cash flow as
required under current literature. This requirement may reduce net operating
cash flows and increase net financing cash flows in the consolidated statement
of cash flows of periods after adoption. Due to timing of the release of SFAS
123R and the choice between the two adoption methods, the Company is still
analyzing the ultimate impact that this new pronouncement may have on its
results of operations.
On March 29, 2005, the Staff of the Securities and Exchange Commission
(SEC or the Staff) issued Staff Accounting Bulletin No. 107, "Share-Based
Payment" (SAB 107). Although not altering any conclusions reached in SFAS
123R, SAB 107 provides the views of the Staff regarding the interaction
between SFAS 123R and certain SEC rules and regulations and, among other
things, provide the Staff's views regarding the valuation of share-based
payment arrangements for public companies. Reunion intends to follow the
interpretative guidance on share-based payment set forth in SAB 107 during the
Company's adoption of SFAS 123R.
NOTE 2: RECENT DEVELOPMENTS
Default and Waiver Under 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. In November 2004, Congress and the Company entered into an amendment
of the revolving and term loan credit facility wherein Congress eliminated the
fixed charge coverage ratio and reduced the monthly minimum EBITDA covenant
going forward. Under the November 2004 amendment, the Company was required to
maintain new 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. In January 2005, the Company failed to
meet the minimum monthly amount, when it had an EBITDA loss for the month of
$39,000. Congress has waived this EBITDA shortfall, and the Company is
currently not in default under the Congress Loan Agreement
13% Senior Notes
On February 3, 2005, the Company announced that it was unable to make a
$2,928,000 interest payment by February 2, 2005 to the holders of the 13%
Senior Notes. Holders of more than 80% of the principal amount of such Senior
Notes agreed to enter into a Standstill Agreement with the Company, pursuant
to which such holders agreed that they would not exercise and will cause the
Trustee not to exercise any remedies provided for in the Indenture under which
the Senior Notes were issued, or any other agreements related to such notes,
- 8 -
with respect to this payment default or with respect to a potential event of
default if the Company fails to make the next scheduled interest payment due
April 1, 2005. In the Standstill Agreement, such holders agreed to defer the
$2,928,000 of interest not paid, plus any interest that is not paid on the
next regularly scheduled due date of April 1, 2005, to December 2006. On
April 1, 2005 the Company was unable to make this scheduled interest payment.
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.
During the first quarter of 2005, the Company did sell all of the assets
and liabilities of its leaf spring manufacturing segment, located in Miami,
OK, to an unrelated entity for $792,000. Of this amount, $250,000 was used to
pay down the private capital fund note payable secured by the real property,
$41,000 was used to pay down the Congress term loan secured by the machinery
and equipment and the remaining amount was used to reduce the borrowings under
the revolving credit facility. The Company recorded a loss of $318,000 on such
sale which was provided for in the Company's 2004 year.
Additionally, during the first quarter of 2005, the Company sold certain
of the receivables, inventory and intangibles of its thermoset plastics
operation (?Rostone?) located in Lafayette, IN, along with certain of its
machinery and equipment. The sale of such assets was accomplished in two
separate transactions, with the sale of certain of the Company's compounding
operation assets being sold to one unrelated entity and the sale of certain of
the Company's molding operation assets being made to a different unrelated
entity. At the time of such sale, the Company entered into tolling or
manufacturing agreements with such buyers under which the Company agreed to
operate the compounding and molding operations at its Lafayette, IN facility
for a limited time until the buyers could move such operations to different
geographical locations. The buyers agreed to reimburse the Company for all
expenses in connection with these activities. The sale of the selected assets
noted above was for approximately $2.9 million. Of this amount, $712,000 was
used to pay down the Congress term loan secured by the machinery and equipment
and the remaining amount was used to reduce the borrowings under the revolving
credit facility. The Company recorded a gain of approximately $370,000 on
such sales. The Company plans to sell the remaining assets of the Rostone
business during 2005.
- 9 -
NOTE 3: LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
At March 31, December 31,
2005 2004
--------------- --------------
(unaudited)
Congress revolving credit facility $ 9,581 $ 11,650
Junior participation to revolving credit
Facility (net of warrant value of $144
and $165, respectively) 2,856 2,835
Congress term loan 1,627 2,539
Note payable due December 1, 2006 3,950 4,200
Note payable due December 5, 2006 (net of
warrant value of $63 and $71, respectively) 3,437 3,429
13% senior notes (net of warrant value
of $180 and $207, respectively) 21,833 21,806
Notes payable 8,451 8,451
Notes payable - related parties 500 500
Capital leases and other 7 9
-------- --------
Total long-term debt 52,242 55,419
Classified as current (17,741) (19,791)
-------- --------
Long-term debt $ 34,501 $ 35,628
======== ========
Pursuant to EITF 95-22, "Balance Sheet Classification of Borrowings
Outstanding under Revolving Credit Agreements that Include both a Subjective
Acceleration Clause and a Lock-Box Arrangement are Deemed to be Current", the
Company has classified its Congress revolving credit obligations, including
the junior participation, within current liabilities as the Congress 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.
NOTE 4: INVENTORIES
Inventories are comprised of the following (in thousands):
At March 31, At December 31,
2005 2004
----------- --------------
(unaudited)
Raw material $ 3,460 $ 3,760
Work-in-process 3,036 2,775
Finished goods 3,255 2,765
-------- --------
Inventories $ 9,751 $ 9,300
======== ========
Inventories are valued at the lower of cost or market, cost being
determined on the first-in, first-out method. The above amounts are net of
inventory reserves of $771 and $682 at March 31, 2005 and December 31, 2004,
respectively.
- 10 -
NOTE 5: STOCKHOLDERS' DEFICIT AND EARNINGS PER SHARE
The following represents a reconciliation of the change in stockholders'
deficit for the three month period ended March 31, 2005 (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, 2005 $163 $27,866 $(51,710) $ (1,902) $(25,583)
Activity (unaudited):
Net loss - - (1,374) - (1,374)
---- ------- -------- -------- --------
At March 31, 2005 $163 $27,866 $(53,084) $ (1,902) $(26,957)
==== ======= ======== ======== ========
The computations of basic and diluted earnings (loss) per common share
EPS (LPS) for the three month periods ended March 31, 2005 and 2004 are as
follows (in thousands, except per share amounts)(unaudited):
Net
Income EPS
(Loss) Shares (LPS)
-------- -------- -------
Three months ended March 31, 2005:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic LPS $ (1,374) 16,279 $ (0.08)
=======
Dilutive effect of stock options and warrants -
-------- --------
..Loss applicable to common stockholders,
shares outstanding and diluted LPS $ (1,374) 16,279 $ (0.08)
======== ======== =======
Three months ended March 31, 2004:
Income applicable to common stockholders,
Weighted average shares outstanding
and basic EPS $ 2,349 16,279 $ 0.14
Dilutive effect of stock options and warrants 2,547 (0.02)
-------- -------- -------
Income applicable to common stockholders,
shares outstanding and diluted LPS $ 2,349 18,826 $ 0.12
======== ======== =======
At March 31, 2005 and 2004, the Company's stock options outstanding
totaled 614,000. Such options included a dilutive component of 198,400 shares
for the three month period ended March 31, 2004. At March 31, 2005 and 2004,
outstanding warrants to purchase the Company's common totaled 3,929,286 and
2,896,238, respectively. Such warrants included a dilutive component of
2,348,313 shares for the three month period ended March 31, 2004. Because the
Company had a loss from operations for the three month period ended March 31,
2005, inclusion of options and warrants has an anti-dilutive effect on LPS.
- 11 -
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. There has been no major changes
in such lawsuits since the Company's Annual Report filing on Form 10-K.
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 three-month periods
ended March 31, 2005 and 2004 follows (in 000's):
March 31,
Description 2005 2004
------------------------------------------ -------- --------
Beginning balance $ 100 $ 211
Add: Provision for estimated future claims 39 36
Deduct: Cost of claims (34) (30)
-------- --------
Ending balance $ 105 $ 217
======== ========
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 March 31, 2005:
- ------------------------ At 03/31
Metals: --------
Pressure vessels $ 5,252 $ 389 $ 105 $ 14,271
Cylinders 5,262 414 11 9,043
Grating 1,851 212 - 3,761
-------- -------- -------- --------
Subtotal Metals 12,365 1,015 117 27,075
Plastics 4,931 532 20 8,963
Corporate and other - (639) - 13,969
Discontinued operations - - - 2,704
-------- -------- -------- --------
Totals $ 17,296 908 $ 137 $ 52,711
======== ======== ========
Depreciation (383)
Interest expense, net (2,119)
--------
Loss from continuing operations before
income taxes and minority interests $ (1,594)
========
- 12 -
Capital Total
Net Sales EBITDA(1) Spending Assets(2)
--------- --------- --------- ---------
Three months ended March 31, 2004
and at December 31, 2004:
- -------------------------------- At 12/31
Metals: --------
Pressure vessels $ 4,500 $ 869 $ 8 $ 15,403
Cylinders 4,875 299 50 8,452
Grating 2,061 283 - 4,013
-------- -------- -------- --------
Subtotal Metals 11,436 1,451 58 27,868
Plastics 4,384 494 37 8,000
Corporate and other - (518) - 14,601
Discontinued operations - - 27 6,127
-------- -------- -------- --------
Totals $ 15,820 1,427 $ 122 $ 56,596
======== ======== ========
Gain on extinguishment of debt 3,070
Depreciation (439)
Interest expense, net (1,779)
--------
Loss from continuing operations
before income taxes $ 2,294
========
(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 March 31, 2005 and at December 31, 2004
includes $8.0 million of goodwill that relates to the Company's pressure
vessels segment. For evaluation purposes under SFAS No. 142,
this goodwill is included in the carrying value of the pressure vessels
segment. At March 31, 2005 and December 31, 2004, goodwill of $1.5
million is recorded at each of pressure vessels and cylinders.
- 13 -
NOTE 8: DISCONTINUED OPERATIONS
At March 31, 2005, the assets and liabilities of discontinued operations
are comprised of the remaining assets and liabilities of the Rostone business.
Such assets and liabilities are as follows (in thousands):
CURRENT ASSETS:
Cash and cash equivalents $ 40
Receivables, net (16)
Inventories, net 300
Other current assets 71
--------
Total current assets $ 395
========
CURRENT LIABILITIES:
Trade payables $ 760
Other current liabilities 361
--------
Total current liabilities $ 1,121
========
OTHER ASSETS:
Property, plant and equipment, held for sale $ 2,309
--------
Total other assets $ 2,911
========
OTHER LIABILITIES:
Other liabilities $ 916
========
Results of discontinued operations for the first quarter of 2005 relate
solely to Rostone while the results of discontinued operations for the first
quarter of 2004 include both Rostone and the Company's springs segment. A
summarization of such results is as follows (in thousands):
3-months ended March 31, 2005 3-months ended March 31, 2004
- --------------------------------- ---------------------------------
Net sales $ 1,838 Net sales $ 3,027
Loss before taxes (77) Income before taxes 153
- 14 -
NOTE 9: 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 month periods ended March 31, 2005 and
2004 (000's)(unaudited):
Pension Postretirement
------------------ ------------------
3-months ended 3-months ended
------------------ ------------------
March 31, March 31,
------------------ ------------------
2005 2004 2005 2004
------ ------ ------ ------
Benefits earned during year $ 53 $ 35 $ 27 $ 23
Interest cost 57 52 28 29
Amortization of:
Prior service cost 4 5 - -
Unrecognized net loss (gain) 16 11 18 18
Unrecognized net obligation - - 12 12
Expected return on plan assets (55) (45) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 75 $ 58 $ 85 $ 82
====== ====== ====== ======
The Company expects to contribute $383,602 to the Metals pension plan in
May 2005.
The following tables present the components of net periodic benefit costs
for Plastics pension and other postretirement plans for the three month
periods ended March 31, 2005 and 2004 (000's)(unaudited):
Pension Postretirement
------------------ ------------------
3-months ended 3-months ended
------------------ ------------------
March 31, March 31,
------------------ ------------------
2005 2004 2005 2004
------ ------ ------ ------
Benefits earned during year $ - $ - $ - $ 14
Interest cost 56 55 12 35
Amortization of:
Unrecognized net loss (gain) 15 15 - 13
Expected return on plan assets (71) (58) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ - $ 12 $ 12 $ 62
====== ====== ====== ======
The Company expects to contribute $363,000 to the Plastics pension plan
in September 2005.
- 15 -
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis is provided to assist readers in
understanding financial performance during the periods presented and
significant trends which may impact future performance. It should be read in
conjunction with the consolidated financial statements and accompanying notes
included elsewhere in this Form 10-Q and in conjunction with our annual report
on Form 10-K for the year ended December 31, 2004.
GENERAL
The Company owns and operates industrial manufacturing operations that
design and manufacture engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels, hydraulic and
pneumatic cylinders, grating and precision plastic components.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2005 Compared to
Three Months Ended March 31, 2004
Net sales, gross margins and EBITDA percentages for the three months
ended 2005 and 2004 are as follows. The percentages of EBITDA to net sales
excludes corporate and other EBITDA. Including corporate and other EBITDA,
the percentages of consolidated EBITDA to net sales for the three month
periods ended March 31, 2005 and 2004 are 5.2% and 9.1%, respectively ($'s in
000's):
Net Sales Gross Margin EBITDA
-------------------- -------------- --------------
2005 2004 2005 2004 2005 2004
--------- --------- ------ ------ ------ ------
Pressure vessels $ 5,252 $ 4,500 12.9% 24.0% 7.4% 19.3%
Cylinders 5,262 4,875 15.8% 18.4% 7.9% 6.1%
Grating 1,851 2,061 25.3% 25.3% 11.5% 13.7%
Plastics 4,931 4,384 16.2% 16.7% 10.8% 11.3%
--------- --------- ------ ------ ------ ------
Totals $ 17,296 $ 15,820 16.0% 20.4% 8.9% 12.3%
========= ========= ====== ====== ====== ======
Net sales for the first quarter of 2005 were up 9.3% from the first
quarter of 2004. Such increase reflects sales increases at all of the
domestic operations which offset reduced sales of grating at our Chinese joint
venture. The increased domestic sales primarily is the result of the 54%
increase in the domestic backlog going into the 2005 year over the backlog
that existed going into the 2004 year. Pressure vessels sales would have been
even higher in the first quarter except for a plant accident in January 2005
that crippled that plant's heat treating operation. Such accident involved
property damage which prevented that division from completing and shipping
product for a period in excess of five weeks
Gross margin as a percentage of sales in the first quarter of 2005
compared to the first quarter of 2004 was down to 16.0% from 20.4%. This
reduction primarily reflects gross margin decreases in the pressure vessel and
cylinders segments. Pressure vessel gross margin as a percentage of sales
decreased from 24.0% in 2004 to 12.9% in 2005 due primarily to the effect of
the plant accident noted above. Cylinder gross margin decreased as a
percentage of sales from 18.4% in 2004 to 15.8% in 2005 due primarily to a
more favorable product mix in 2004 and plant inefficiencies in 2005 combined
with higher material costs that have yet to be passed on to customers. The
- 16 -
plastics reduction in gross margin in 2005 from 2004 reflects start-up issues
related to new molds and higher material costs that have yet to be passed on
to customers.
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 was
lower in the first quarter of 2005 compared to 2004 primarily due to the same
factors affecting gross profit margin discussed above. A reconciliation of
EBITDA to operating income for the three months ended March 31, 2005 and 2004
by segment and corporate and other is as follows (000's)(unaudited):
Operating Deprec-
Profit iation EBITDA
--------- --------- ---------
2005:
- -----
Pressure vessels $ 254 $ 135 $ 389
Cylinders 380 34 414
Grating 209 3 212
Plastics 332 200 532
Corporate and other (650) 11 (639)
-------- -------- --------
Totals $ 525 $ 383 $ 908
======== ======== ========
2004:
- -----
Pressure vessels $ 722 $ 147 $ 869
Cylinders 250 49 299
Grating 283 - 283
Plastics 262 232 494
Corporate and other (514) 11 (503)
-------- -------- --------
Totals 1,003 $ 439 $ 1,442
======== ========
Gain on debt extinguishment 3,070
--------
Operating profit $ 4,073
========
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the first quarter
of 2005 were $2.3 million, down $61,000 from the expenses for the first
quarter of 2004. This decrease in expense is partially related to reductions
in staff and partially related to other expense reductions. As a percentage of
sales, SGA expenses decreased to 13.0% for the first quarter of 2005 compared
to 14.7% for the first quarter of 2004 as, even with higher sales, the
majority of the Company's domestic divisions recorded lower expenses in 2005
than in 2004. [The Company continues to look for ways to cut costs in all
areas.]
Other Income
Other income for the first quarter of 2005 was $9,000, compared to other
income of $94,000 for the first quarter of 2004. There were no significant
offsetting items of other income and expense in either period.
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Minority Interests
Minority interests for the first quarter in 2005 and 2004 was $73,000 and
$98,000, respectively. These amounts represent the income during the quarter
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. From a balance sheet perspective, minority
interest was reduced by the minority ownership of the 2005 declared dividend.
Interest Expense
Interest expense for the first quarter of 2005 was $2.1 million compared
to $1.8 million for the first quarter of 2004. Of this increase,
approximately 40% is due to the higher level of amortization of deferred
financing costs and estimated warrant value, approximately 33% is due to the
interest accrued on the Senior Note interest that the Company was not able to
make in January of 2005, as discussed earlier under Note 2 to the financial
statements "RECENT DEVELOPMENTS", and the remaining increase is due to an
increase in interest rates in the 2005 period over the 2004 period.
Income Taxes
There was no tax provision from continuing operations in the first
quarter of 2005 or 2004. The Company has net operating loss carryforwards for
Federal tax return reporting purposes totaling $64.1 million at December 31,
2004. The years in which such net operating losses expire are as follows
(000's):
Year ending December 31:
------------------------------
2007 $ 6,067
2008 609
2009 3,235
2010 2,520
After 2010 51,666
[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 March
31, 2005 [and to continue to do so during 2005 until management can conclude
that it is more likely than not that some or all of our loss carryforwards can
be utilized.]
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 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,
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depreciation and amortization (EBITDA) and a minimum fixed charge coverage
ratio. In November 2004, Congress and the Company entered into an amendment
of the revolving and term loan credit facility wherein Congress eliminated the
fixed charge coverage ratio and reduced the monthly minimum EBITDA covenant
going forward. Under the November 2004 amendment, the Company was required to
maintain new 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. In January 2005, the Company failed to
meet the minimum monthly amount, when it had an EBITDA loss for the month of
$39,000. Congress has waived this EBITDA shortfall, and the Company is
currently not in default under the Congress Loan Agreement
13% Senior Notes
On February 3, 2005, the Company announced that it was unable to make a
$2,928,000 interest payment by February 2, 2005 to the holders of the 13%
Senior Notes. Holders of more than 80% of the principal amount of such Senior
Notes agreed to enter into a Standstill Agreement with the Company, pursuant
to which such holders agreed that they would not exercise and will cause the
Trustee not to exercise any remedies provided for in the Indenture under which
the Senior Notes were issued, or any other agreements related to such notes,
with respect to this payment default or with respect to a potential event of
default if the Company fails to make the next scheduled interest payment due
April 1, 2005. In the Standstill Agreement, such holders agreed to defer the
$2,928,000 of interest not paid, plus any interest that is not paid on the
next regularly scheduled due date of April 1, 2005, to December 2006. On
April 1, 2005 the Company was unable to make this scheduled interest payment.
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.
During the first quarter of 2005, the Company did sell all of the assets
and liabilities of its leaf spring manufacturing segment, located in Miami,
OK, to an unrelated entity for $792,000. Of this amount, $250,000 was used to
pay down the private capital fund note payable secured by the real property,
$41,000 was used to pay down the Congress term loan secured by the machinery
and equipment and the remaining amount was used to reduce the borrowings under
the revolving credit facility. The Company recorded a loss of $318,000 on such
sale which was provided for in the Company's 2004 year.
Additionally, during the first quarter of 2005, the Company sold certain
of the receivables, inventory and intangibles of its thermoset plastics
operation located in Lafayette, IN, along with certain of its machinery and
equipment. The sale of such assets was accomplished in two separate
transactions, with the sale of certain of the Company's compounding operation
assets being sold to one unrelated entity and the sale of certain of the
Company's molding operation assets being made to a different unrelated entity.
At the time of such sale, the Company entered into tolling or manufacturing
agreements with such buyers under which the Company agreed to operate the
compounding and molding operations at its Lafayette, IN facility for a limited
time until the buyers could move such operations to different geographical
locations. The buyers agreed to reimburse the Company for all expenses in
connection with these activities. [It is expected that at least some
operation will continue at the Lafayette plant until late in the second
quarter of 2005.] The sale of the selected assets noted above was for
- 19 -
approximately $2.9 million. Of this amount, $712,000 was used to pay down the
Congress term loan secured by the machinery and equipment and the remaining
amount was used to reduce the borrowings under the revolving credit facility.
The Company recorded a gain of approximately $370,000 on such sales. [The
Company plans to sell the remaining assets of this thermoset business during
the 2005 year.]
SUMMARY OF 2005 ACTIVITIES
Cash and cash equivalents totaled $1.0 million at March 31, 2005,
compared to $1.1 million at December 31, 2004, a decrease of $0.1 million.
This resulted from approximately $0.4 million of cash being used in operating
activities and $3.2 million of cash being used in financing activities to pay
down debt being almost offset by $3.5 million of net cash provided by
investing activities as the result of sales of assets. 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 $0.4 million in cash in the first three months
of 2005 as increases of $0.8 million in receivables and inventories were only
partially funded by an increase in trade payables and other liabilities.
Investing Activities
Investing activities generated $3.5 million as the sales of the springs
segment and Rostone, as described above, were offset by capital expenditures
of $0.1 million.
Financing Activities
The Company made scheduled repayments of the Congress term loan totaling
$159,000. Additionally, in connection with the sale of the springs segment
and the Rostone business, as described above, the Company paid an additional
$1.0 million on its existing non-revolving credit debt. Revolving credit
facility borrowings decreased $2.1 million during the first quarter of 2005,
primarily the result of the asset sales described above.
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's bank financing is subject to financial covenants
We are currently not in default on our bank financing and senior notes.
However, our bank financing is subject to monthly financial and other
covenants, and we have failed to meet such covenants on several occasions, for
which we were able to obtain default waivers. If our operations do not
improve during 2005, we may fail to meet one or more financial or other
covenants. If this would happen, we would be in default on our bank
obligations and, subject to the terms of the loan and security agreement, all
of our bank loans would be due and payable. Although it may be possible to
negotiate additional waivers of defaults, no assurances can be given that we
would be able to do so.
- 20 -
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.
Reunion's past performance could impact future prospects
Because of losses suffered by the Company over the past several years,
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 decline in sales, our ability to cover costs
would be further reduced, which could negatively impact our financial position
and results of operations.
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. At March 31, 2005, the Company
has a deficiency in working capital of $15.1 million, a loss from continuing
operations for the three months then ended of $1.7 million and a deficiency in
assets of $27.0 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.
We successfully refinanced our bank debt in December 2003 and have
extinguished a significant portion of our obligations under various debt
instruments over the past year. These steps have improved liquidity and
deferred the principal maturities on a significant portion of our debt.
However, on February 3, 2005, we announced that we were unable to make a
$2,928,000 interest payment by February 2, 2005 to the holders of the Senior
Notes. Holders of more than 80% of the principal amount of the Senior Notes
agreed to enter into a Standstill Agreement with the Company. Pursuant to
such Standstill Agreement, holders agreed that they would not exercise and
will cause the Trustee not to exercise any remedies provided for in the
Indenture under which the Senior Notes were issued, or any other agreements
related to the Senior Notes, with respect to this payment default or with
respect to a potential Event of Default if the Company fails to make the next
scheduled interest payment due April 1, 2005. In the Standstill Agreement,
such holders agreed to defer payment of the interest not paid by February 2,
2005, and any interest that is due April 1, 2005 and not paid, to December
2006. Although it may be possible to negotiate additional waivers of
defaults, no assurances can be given that we would be able to do so.
The Company is investigating other recapitalization scenarios in an
effort to provide additional liquidity and extinguishments or deferrals of
debt obligations. Although we believe we can accomplish these plans, no
assurances exist that we will. Failure to accomplish these plans could 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.
- 21 -
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,
corrective action has been initiated in the Plastics operations to address the
deterioration of controls noted in the Company's latest annual report filing
on Form 10-K. No other deterioration or changes were noted.
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.
- 22 -
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
-------------------
Company filed a Current Report on Form 8-K dated and filed on
February 3, 2005 to announce that, following the failure of the
Company by February 2, 2005 to make a $2,928,000 interest
payment to the holders of its 13% Senior Notes, holders of more
than 80% of the principal of such notes had entered into a
Standstill Agreement with the Company. Pursuant to such
Standstill Agreement, holders agreed that they would not
exercise and will cause the Trustee not to exercise any remedies
provided for in the Indenture under which the Senior Notes were
issued, or any other agreements related to the Senior Notes,
with respect to this payment default or with respect to a
potential Event of Default if the Company fails to make the next
scheduled interest payment due April 1, 2005. In the Standstill
Agreement, such holders agreed to defer payment of the interest
not paid by February 2, 2005, and any interest that is due April
1, 2005 and not paid, to December 2006.
(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
- 23 -
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: May 16, 2005 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)
- 24 -
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: May 16, 2005
/s/ Charles E. Bradley, Sr.
- -------------------------------------
Chief Executive Officer
- 25 -
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: May 16, 2005
/s/ John M. Froehlich
- -------------------------------------
Chief Financial Officer
- 26 -
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 March 31, 2005, 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 March 31, 2005 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
March 31, 2005 fairly presents, in all material respects, the financial
condition and results of operations of Reunion Industries, Inc. for the
periods presented therein.
Date: May 16, 2005
/s/ Charles E. Bradley, Sr.
- ---------------------------
Chief Executive Officer
- 27 -
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 March 31, 2005, 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 March 31, 2005 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
March 31, 2005 fairly presents, in all material respects, the financial
condition and results of operations of Reunion Industries, Inc. for the
periods presented therein.
Date: May 16, 2005
/s/ John M. Froehlich
- ---------------------------
Chief Financial Officer
- 28 -