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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 31, 2000
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Commission File Number 33-64325
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REUNION INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1439715
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(State of Incorporation) (I.R.S. Employer Identification No.)
11 STANWIX STREET, SUITE 1400
PITTSBURGH, PENNSYLVANIA 15222
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(Address of principal executive offices, including zip code)
(412) 281-2111
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(Registrant's telephone number, including area code)
Page 1 of 139 pages.
Exhibit index is on page 17.
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FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This Current Report on Form 8-K contains forward-looking statements as
defined by Section 21E of the Securities Act of 1934, as amended, concerning
the Registrant's expectations about future and pro forma results of
operations, financial position and cash flows, which are dependent upon future
events beyond the Registrant's control. Note that all forward-looking
statements involve risks and uncertainties including, without limitation,
factors which could cause the future results and shareholder values to differ
significantly from those expressed in the forward-looking statements. In
light of the risks and uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by Reunion or any other person that the forward-
looking statements will occur.
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ITEM 2. Acquisition or Disposition of Assets.
-------------------------------------
On August 31, 2000 RII Investment Corp. ("RII"), a wholly-owned
subsidiary of Reunion Industries, Inc. (the "Registrant"), sold its entire
80.47% equity interest, consisting of 12,642 "ordinary" voting shares (the
"Shares"), in Data Packaging Holdings Limited ("DPHL"), an Irish company, to
Tintarent Limited (the "Buyer"), an Irish company which is a subsidiary of
Trend Technologies, Inc. DPHL is a holding company which owns all of the
outstanding common stock of Data Packaging Limited ("DPL"), an Irish company
engaged in the business of manufacturing and distributing injection molded
thermoplastics components, principally in Ireland. The sale of the Shares
(the "Sale Transaction") was consummated pursuant to a Share Purchase
Agreement dated August 4, 2000 (the "Sale Agreement") among the Buyer, the
Registrant, RII and the other shareholders of DPHL.
The consideration received by RII in the Sale Transaction was $11,325,000
in cash, net of a $1,395,000 repayment of the Registrant's indebtedness to
DPL. In addition, completion of the Sale Transaction resulted in the
elimination of approximately $2,000,000 of debt and preferred stock
obligations of DPHL and DPL from the Registrant's consolidated balance sheet.
The consideration is subject to a possible post-closing reduction if the
adjusted net working capital of DPHL and DPL as of the closing date is
determined to be less than approximately $292,000, such adjustment to be in
the amount of the shortfall, if any. The amount of consideration was
determined by negotiation among the Buyer and the selling shareholders.
In the Sale Agreement, the Registrant agreed not to engage in the
business of manufacturing and distributing injection molded thermoplastics
components in the Ireland and Northern Ireland for two years. However, the
Registrant is not restricted from engaging in such business anywhere else in
the world, and it intends to continue to do so through its Plastics Group
division, ORC Plastics, which has facilities in New York, North Carolina and
Indiana and which manufactures high volume, precision plastic products and
thermoset compounds and provides engineered plastics services.
ITEM 7. Financial Statement and Exhibits.
---------------------------------
(a) Financial Statements
None.
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(b) Pro Forma Financial Information
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
The accompanying unaudited pro forma consolidated condensed financial
statements and related notes are presented in accordance with the SEC rules
and regulations to show the pro forma effects of the merger of all of the
assets and business of Chatwins Group with and into Reunion, the simultaneous
acquisition of Kingway and the sale of Reunion's investment in Data Packaging
Holdings Limited (DPHL), an Irish holding company which owned all of the
outstanding common stock of Data Packaging Limited, Reunion's Irish plastics
business.
The merger was completed on March 16, 2000 and is being accounted for as
a purchase under APB Opinion No. 16 "Business Combinations" with Chatwins
Group as the acquirer for purposes of applying purchase accounting.
Accordingly, the Chatwins Group assets and liabilities were accounted for at
historical book values and the assets and liabilities of Reunion were revalued
at their estimated fair value. The excess of purchase price over fair value
of assets acquired and liabilities assumed (goodwill) for the acquisition of
the approximately 63% of Reunion common stock not previously owned by Chatwins
Group has been capitalized and is being amortized over 15 years.
Simultaneously with the closing of the merger and related refinancing,
Reunion acquired Kingway. This acquisition was accounted for as a purchase
under APB Opinion No. 16.
The disposition of DPHL occurred on August 31, 2000. The proceeds of
$11,330,000 were used to repay debt.
The unaudited pro forma consolidated condensed balance sheet as of June
30, 2000 includes the effects of the March 16, 2000 merger and acquisition and
is based on the assumption that the sale of DPHL was completed on June 30,
2000. The unaudited pro forma consolidated condensed income statement for the
six months ended June 30, 2000 is based on the assumptions that the merger,
the simultaneous acquisition of Kingway and the sale of DPHL were completed
January 1, 2000. The unaudited pro forma consolidated condensed income
statement for the year ended December 31, 1999 is based on the assumption that
the merger, the simultaneous acquisition of Kingway and the sale of DPHL were
completed January 1, 1999.
The Reunion Industries historical financial information presented in the
unaudited pro forma consolidated condensed balance sheet and statement of
operations at and for the six months ended June 30, 2000 is derived from
Reunion's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
The Reunion Industries pro forma financial information presented in the
unaudited pro forma consolidated condensed statement of operations for the
year ended December 31, 1999 is derived from Item 7(b) of Reunion's Current
Report on Form 8-K/A as filed on May 4, 2000.
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Pro forma data are based on assumptions and include adjustments as
explained in the notes to the unaudited pro forma consolidated condensed
financial statements. The pro forma data are not necessarily indicative of
the financial results that would have occurred had the transactions been
effective on the dates indicated above, and should not be viewed as indicative
of operations in future periods. The unaudited pro forma consolidated
condensed financial statements should be read in conjunction with the
accompanying notes and with Reunion's, Chatwins Group's and Kingway's
financial statements. The financial statements, Management's Discussion and
Analysis of Financial Condition and Results of Operations and a description of
the business of Chatwins Group are included under Item 7(a) of Reunion's
Current Report on Form 8-K/A as filed on May 4, 2000. The financial
statements of Kingway are included under Item 7(a) of Reunion's Current Report
on Form 8-K/A as filed on May 4, 2000.
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REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2000 (in thousands)
Reunion
Industries Less DPHL Pro Forma Pro Forma
Historical Historical Adjustments Combined
---------- ---------- ------------- -----------
ASSETS:
Cash $ 1,216 $ (723) $ 11,224 (1)
(11,224)(1) $ 493
Receivables 39,876 (1,387) - 38,489
Inventories 22,098 (670) - 21,428
Other Current 5,271 (372) - 4,899
-------- -------- ------- --------
Total Current Assets 68,461 (3,152) - 65,309
Property - net 55,066 (6,113) - 48,953
Goodwill 21,418 (2,866) - 18,552
Other Assets 17,605 (4) (860)(2) 16,741
-------- -------- -------- --------
Total Assets $162,550 $(12,135) $ (860) $149,555
======== ======== ======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Current Long-Term Debt $ 9,707 $ (165) $(1,852)(1) $ 7,690
Current Long-Term Debt-
Related Parties 2,998 - - 2,998
Revolving Credit 33,670 - (5,756)(1) 27,914
Trade Payables 19,464 (1,752) - 17,712
Accrued Other 12,886 (661) (50)(1)
(107)(1)
485 (3) 12,553
Net Liabilities of
Discontinued Operations 2,600 - - 2,600
-------- -------- -------- --------
Total Current Liabilities 81,325 (2,578) (7,280) 71,467
Long-Term Debt 56,376 (1,494) (3,459)(1) 51,423
Long-Term Debt-Related Party 1,017 - - 1,017
Other Liabilities 4,353 (1,186) - 3,167
Intercompany - (6,108) 11,224 (1)
(4,631)(2)
(485)(3) -
-------- -------- -------- --------
Total Liabilities 143,071 (11,366) (4,631) 127,074
-------- -------- -------- --------
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REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (Continued)
June 30, 2000 (in thousands)
Reunion
Industries Less DPHL Pro Forma Pro Forma
Historical Historical Adjustments Combined
---------- ---------- ------------- -----------
Minority Interests 3,249 (769) - 2,480
-------- -------- -------- --------
Stockholders' Equity:
Common Stock 152 - - 152
Paid-in Capital 24,608 - - 24,608
Retained Earnings
(accumulated deficit) (8,530) - 3,771 (2) (4,759)
-------- -------- -------- --------
Total Stockholders' Equity 16,230 - 3,771 20,001
-------- -------- -------- --------
Total Liabilities and
Stockholders' Equity $162,550 $(12,135) $ (860) $149,555
======== ======== ======== ========
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REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(in thousands, except per share amounts)
Reunion
Industries Less DPHL Pro Forma Pro Forma
Historical Historical Adjustments Combined
---------- ---------- ------------- -----------
SALES $ 88,819 $ (3,174) $ 15,243 (e) $100,888
Operating Costs
and Expenses:
Cost of Sales 71,167 (2,696) 12,151 (e) 80,622
Selling, General
and Admin. 10,717 (428) 2,375 (e) 12,664
Amortization of Goodwill 428 (95) 294 (a) 627
Other 119 18 260 (e) 397
-------- -------- -------- --------
OPERATING PROFIT (LOSS) 6,388 27 163 6,578
OTHER (INCOME) EXPENSE:
Interest Expense 5,170 (87) (33)(b) 5,050
Equity loss from affiliate 296 - (296)(c) -
-------- -------- -------- --------
Income (Loss) from
Continuing Operations
Before Taxes 922 114 492 1,528
Income Tax Expense
(Benefit) 366 20 225 (d) 611
-------- -------- -------- --------
Income (Loss) from
Continuing Operations 556 94 267 917
Preferred Stock
Dividend Accretions 95 - - 95
-------- -------- -------- --------
Income (Loss) Available
to Common Stockholders $ 461 $ 94 $ 267 $ 822
======== ======== ======== ========
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REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (Continued)
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(in thousands, except per share amounts)
Reunion
Industries Less DPHL Pro Forma Pro Forma
Historical Historical Adjustments Combined
---------- ---------- ------------- -----------
Income (Loss) from
Continuing Operations
per Common Share:
Basic $ 0.04 $ 0.07
======== ========
Diluted $ 0.04 $ 0.07
======== ========
Weighted Average Number
of Common Shares
Basic 11,214 1,026* 12,240
======== ======== ========
Diluted 11,214 1,026* 12,240
======== ======== ========
* - Represents the effect of the 2,490,000 public shares of Reunion not
retired in the merger assuming the merger occurred on January 1, 2000
(2,490,000 x 75 days in pre-merger period / 182 days).
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REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(in thousands, except per share amounts)
Reunion
Industries Less DPHL Pro Forma Pro Forma
Pro Forma Historical Adjustments Combined
---------- ---------- ------------- -----------
SALES $214,717 $ (13,999) $ - $200,718
Operating Costs
and Expenses:
Cost of Sales 176,750 (11,937) - 164,813
Selling, General
and Admin. 26,599 (1,539) - 25,060
Amortization of Goodwill 1,373 (191) 72 (f) 1,254
Other 609 115 - 724
-------- -------- -------- --------
OPERATING PROFIT (LOSS) 9,386 (447) (72) 8,867
OTHER (INCOME) EXPENSE:
Interest Expense 11,684 (329) (1,428)(g) 9,927
Provision for Bargo
Judgment and Costs 1,646 - - 1,646
Bargo Settlement Gain (3,617) - - (3,617)
Equity loss from affiliate - - - -
Other (Income) Expense (672) - - (672)
-------- -------- -------- --------
Income (Loss) from
Continuing Operations
Before Taxes 345 (118) 1,356 1,583
Income Tax Expense
(Benefit) 138 221 274 (h) 633
-------- -------- -------- --------
Income (Loss) from
Continuing Operations 207 (339) 1,082 950
Preferred Stock
Dividend Accretions 1,598 - - 1,598
-------- -------- -------- --------
Income (Loss) Available
to Common Stockholders $ (1,391) $ (339) $ 1,082 $ (648)
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REUNION INDUSTRIES, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1999
(in thousands, except per share amounts)
Reunion
Industries Less DPHL Pro Forma Pro Forma
Pro Forma Historical Adjustments Combined
---------- ---------- ------------- -----------
Income (Loss) from
Continuing Operations
per Common Share:
Basic $ (0.12) $ (0.05)
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Diluted $ (0.12) $ (0.05)
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Weighted Average Number
of Common Shares
Basic 11,974 11,974
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Diluted 11,974 11,974
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REUNION INDUSTRIES, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(in thousands)
Note 1. Pro Forma Adjustments to the Unaudited Pro Forma Consolidated
Condensed Balance Sheet
Adjustments to the unaudited pro forma combined balance sheet as
of June 30, 2000:
(1) To record the receipt of $11.3 million of cash proceeds from
the disposition and the uses of the proceeds as follows:
Uses of proceeds:
Classifications of Debt and Other
------------------------------------------------
Long Total
Current Revolver -term Other Uses
-------- -------- -------- -------- --------
Revolver Paydown:
Overadvance $ - $ 2,819 $ - $ - $ 2,819
Other - 2,937 - - 2,937
-------- -------- -------- -------- --------
- 5,756 - - 5,756
-------- -------- -------- -------- --------
Debt Paydown:
Note payable 1,183 - - - 1,183
Term loan A - - 542 - 542
Term loan B 669 - 2,917 - 3,586
Accrued interest - - - 50 50
-------- -------- -------- -------- --------
1,852 - 3,459 50 5,361
-------- -------- -------- -------- --------
Closing costs - - - 107 107
-------- -------- -------- -------- --------
Totals $ 1,852 $ 5,756 $ 3,459 $ 157 $ 11,224
======== ======== ======== ======== ========
(2) Represents the elimination of the investment in DPHL upon
disposition and resulting $3.8 million gain net of $0.9 million tax effect
recorded as a reduction of deferred tax assets related to net operating loss
carryforwards acquired in the merger.
(3) Represents the establishment of a reserve for closing costs and
estimated working capital adjustments pursuant to the share purchase
agreement.
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Note 2. Pro Forma Adjustments to the Unaudited Pro Forma Consolidated
Condensed Statements of Operations
Adjustments to the unaudited pro forma consolidated condensed
statement of operations for the six months ended June 30, 2000:
(a) To adjust the amortization of goodwill related to the merger
of Chatwins Group and Reunion, as well as the amortization of goodwill related
to the acquisition of Kingway over a 15-year period assuming such events
occurred on January 1, 2000. No adjustments have been made to depreciation.
The book values of property for Reunion and Kingway are assumed to approximate
fair value because substantially all of these assets had been recently
restated to fair value as a result of the application of purchase accounting
under APB Opinion 16.
(b) To record the effect on interest expense for the first six
months of 2000 resulting from the merger, acquisition and the application of
sale proceeds to borrowings. It was assumed that if Reunion had been engaged
in the merger with Chatwins Group, the acquisition of Kingway and the
disposition of DPHL all at the same time, the $5.0 million term loan B
facility would not have been necessary and the remaining sale proceeds would
have been used to repay a $1.2 million note payable then applied to revolver
borrowings:
Pro Forma
Average Pro Forma
Annual Rates Balance Interest
------------ -------- --------
Pro Forma Interest Expense:
Senior notes 13% $ 24,975 $ 1,623
Revolving credit facility Prime + .50% 46,780 1,266
Term loan A Prime + .75% 25,800 1,158
Other debt (actual first half 2000) 769
--------
Total Pro Forma Cash Interest 4,816
Amortization of deferred financing costs 234
--------
Total Pro Forma Interest 5,050
Less: Historical Interest Expense (excluding DPHL) (5,083)
--------
Pro Forma Interest Adjustment $ (33)
========
A 0.125% change in interest rates would affect interest expense by
approximately $33 for the six months ended June 30, 2000.
(c) To eliminate Chatwins Group's equity loss from continuing
operations of Reunion.
(d) To adjust the proforma combined income tax expense for
continuing operations to an effective rate of approximately 40% of pro forma
combined income from continuing operations before taxes.
(e) Represents the operating results of businesses merged
(excluding DPL) and acquired on March 16, 2000 for the period from January 1,
2000 through March 15, 2000.
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Adjustments to the unaudited pro forma consolidated condensed
statement of operations for the year ended December 31, 1999:
(f) To record the amortization of goodwill related to the merger
of Chatwins Group and Reunion, as well as the amortization of goodwill related
to the acquisition of Kingway over a 15-year period assuming such events
occurred on January 1, 1999. No adjustments have been made to depreciation.
The book values of property for Reunion and Kingway are assumed to approximate
fair value because substantially all of these assets had been recently
restated to fair value as a result of the application of purchase accounting
under APB Opinion 16.
(g) To record the effect on interest expense for 1999 assuming the
DPHL sale proceeds were received on January 1, 1999. It was assumed that if
Reunion had been engaged in the merger with Chatwins Group, the acquisition of
Kingway and the disposition of DPHL all at the same time, the $5.0 million
term loan B facility would not have been necessary and the remaining sale
proceeds would have been used to repay a $1.2 million note payable then
applied to revolver borrowings:
Pro Forma
Average Effect on
Annual Rates Balance Interest
------------ -------- --------
Reduction in Interest Expense:
Term loan B 20% 5,000 $ (1,000)
Revolving credit facility Prime + .50% 4,990 (428)
--------
Effect on Interest Expense $ (1,428)
========
A 0.125% change in interest rates would affect interest expense by
approximately $78 for 1999.
(h) To adjust the proforma combined income tax expense for
continuing operations to an effective rate of approximately 40% of pro forma
combined income from continuing operations before taxes.
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(c) Exhibits
Exhibit No. Description of Exhibit
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10.22 Share Purchase Agreement dated August 4, 2000
among the Registrant, RII Investment Corp.,
Enterprise Ireland, Paul Walsh, Donal Lawlor,
Brendan Murtagh and Tintarent Limited.
10.23 Deed of Indemnity dated August 4, 2000 between
RII Investment Corp. and Tintarent Limited.
10.24 Deed of Guarantee dated August 4, 2000 between
the Registrant and Tintarent Limited.
10.25 Disclosure Letter dated August 4, 2000 between
the RII Investment Corp. and Tintarent Limited.
99.1 Press release dated September 6, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
Date: September 15, 2000 REUNION INDUSTRIES, INC.
------------------ (Registrant)
By: /s/ John M. Froehlich
---------------------
John M. Froehlich
Executive Vice President
of Finance and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page
----------- ---------------------- ----
10.22 Share Purchase Agreement dated August 4, 2000 18
among the Registrant, RII Investment Corp.,
Enterprise Ireland, Paul Walsh, Donal Lawlor,
Brendan Murtagh and Tintarent Limited.
10.23 Deed of Indemnity dated August 4, 2000 between 105
RII Investment Corp. and Tintarent Limited.
10.24 Deed of Guarantee dated August 4, 2000 between 120
the Registrant and Tintarent Limited.
10.25 Disclosure Letter dated August 4, 2000 between 126
RII Investment Corp. and Tintarent Limited.
99.1 Press release dated September 6, 2000. 139
