<PAGE> 1
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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, 2000
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission File Number 33-64325
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REUNION INDUSTRIES, INC.
------------------------------------------------------
(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, 2000, 15,235,624 shares of common stock, par value $.01 per
share, were outstanding.
Page 1 of 34 pages.
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<PAGE> 2
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. 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 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. 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.
<PAGE> 3
REUNION INDUSTRIES, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet at
September 30, 2000 (unaudited) and December 31, 1999 4
Condensed Consolidated Statement of Income and
Comprehensive Income for the three and nine
months ended September 30, 2000 and 1999 (unaudited) 5
Condensed Consolidated Statement of Cash Flows for the
nine months ended September 30, 2000 and 1999 (unaudited) 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 31
PART II. OTHER INFORMATION
Item 5. Other Information 32
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits 33
(b) Reports on Form 8-K 33
SIGNATURES 34
<PAGE> 4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(in thousands)
At September 30, At December 31,
2000 1999
--------------- --------------
(unaudited)
ASSETS:
Cash and cash equivalents $ 826 $ 252
Receivables, net 35,863 25,787
Inventories, net 20,973 12,648
Notes receivable, related parties 310 -
Other current assets 3,419 3,179
Net assets of discontinued operations 5,533 -
-------- --------
Total current assets 66,924 41,866
Property, plant and equipment, net 32,614 16,675
Investments, net - 6,270
Due from related parties 2,025 3,144
Goodwill, net 18,355 3,371
Other assets, net 16,647 9,694
-------- --------
Total assets $136,565 $ 81,020
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Revolving credit facilities $ 29,329 $ 5,834
Current maturities of debt 4,023 25,022
Current maturities of debt - related party 2,998 -
Trade payables 18,714 12,543
Other current liabilities 12,444 6,343
Net liabilities of discontinued
operations - 3,011
-------- --------
Total current liabilities 67,508 52,753
Long-term debt 44,743 24,997
Long-term debt - related party 1,017 -
Other liabilities 2,564 1,883
-------- --------
Total liabilities 115,832 79,633
Commitments and contingent liabilities - -
Redeemable preferred stock - 8,938
Stockholders' equity 20,733 (7,551)
-------- --------
Total liabilities and stockholders' equity $136,565 $ 81,020
======== ========
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(in thousands, except per share information)(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
-------- -------- -------- --------
Operating revenue:
Metals Group $ 35,312 $ 26,512 $104,319 $ 88,125
Plastics Group 13,264 - 31,876 -
-------- -------- -------- --------
Total sales 48,576 26,512 136,195 88,125
-------- -------- -------- --------
Cost of sales:
Metals Group 27,814 21,551 82,360 72,363
Plastics Group 11,471 - 26,971 -
-------- -------- -------- --------
Total cost of sales 39,285 21,551 109,331 72,363
-------- -------- -------- --------
Gross profit 9,291 4,961 26,864 15,762
Selling, general & administrative 6,236 3,231 16,778 9,994
Other (income) expense, net (4,345) 131 (3,724) 441
-------- -------- -------- --------
Operating profit 7,400 1,599 13,810 5,327
Interest expense, net 2,540 1,812 7,338 5,419
Equity in loss from continuing
operations of affiliate - (32) (296) (99)
-------- -------- -------- --------
Income (loss) from continuing
operations before income taxes 4,860 (245) 6,176 (191)
Provision for (benefit from)
income taxes 131 (128) 654 (66)
-------- -------- -------- --------
Income (loss) from continuing
operations 4,729 (117) 5,522 (125)
-------- -------- -------- --------
Discontinued operations, net of tax:
Income (loss) from discontinued
operations (46) (43) (283) 578
Gain (loss) on disposal of
Discontinued Klemp (domestic) (498) 7,603 (498) 7,603
Provision for estimated expenses
of Discontinued Klemp (domestic) 318 (1,320) 318 (1,320)
Estimated loss on disposal of
Discontinued Klemp (foreign) - (3,689) - (3,689)
Estimated loss on disposal of
discontinued oil and gas operations - (472) - (472)
Equity in income (loss) from
discontinued operations of affiliate - 115 - 22
-------- -------- -------- --------
Income (loss) from discontinued
operations (226) 2,194 (463) 2,722
-------- -------- -------- --------
<PAGE> 6
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (continued)
(in thousands, except per share information)(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
-------- -------- -------- --------
Income before cumulative effect
of change in accounting principle
and extraordinary items 4,503 2,077 5,059 2,597
Cumulative effect of change in
accounting principle, net of tax - - - (176)
-------- -------- -------- --------
Income before extraordinary items 4,503 2,077 5,059 2,421
-------- -------- -------- --------
Extraordinary items, net of tax:
Write-off of deferred financing costs - - (901) -
Equity in loss of extraordinary
item of affiliate - - (163) -
-------- -------- -------- --------
Loss from extraordinary items - - (1,064) -
-------- -------- -------- --------
Net and comprehensive income $ 4,503 $ 2,077 $ 3,995 $ 2,421
======== ======== ======== ========
Income applicable to common
stockholders $ 4,503 $ 1,963 $ 3,900 $ 2,079
======== ======== ======== ========
Earnings per common share - basic:
Continuing operations $ 0.32 $ (0.02) $ 0.44 $ (0.05)
Discontinued operations (0.02) 0.23 (0.04) 0.29
Change in accounting principle - - - (0.02)
Extraordinary items - - (0.09) -
-------- -------- -------- --------
Income per common share - basic $ 0.30 $ 0.21 $ 0.31 $ 0.22
======== ======== ======== ========
Weighted average shares
outstanding - basic (1) 15,236 9,500 12,564 9,500
======== ======== ======== ========
Earnings per common share - diluted:
Continuing operations $ 0.30 $ (0.02) $ 0.43 $ (0.05)
Discontinued operations (0.01) 0.23 (0.04) 0.29
Change in accounting principle - - - (0.02)
Extraordinary items - - (0.08) -
-------- -------- -------- --------
Income per common share - diluted $ 0.29 $ 0.21 $ 0.31 $ 0.22
======== ======== ======== ========
Weighted average shares
outstanding - diluted (1) 15,387 9,500 12,624 9,500
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
(1) - Weighted average shares outstanding for the three and nine months ended
September 30, 1999 have been restated to give retroactive effect to the
recapitalization of Chatwins Group in connection with the merger.
<PAGE> 7
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(in thousands)
(unaudited)
Nine Months Ended
September 30,
2000 1999
-------- --------
Cash provided by (used in) operating activities $ 2,086 $ (493)
-------- --------
Cash flow from investing activities:
Proceeds from sale of business 9,990 32,052
Capital expenditures (3,511) (2,296)
Acquisition of Kingway common stock (100) -
Cash acquired in merger 2,666 -
Proceeds from sale of property - 4,563
-------- --------
Cash provided by investing activities 9,045 34,319
-------- --------
Cash flow from financing activities:
Proceeds from issuance of debt 30,800 -
Net change in revolving credit facilities 23,495 (34,005)
Repayments of debt (62,323) (48)
Repayments of debt - related party (1,076) -
Payments of deferred financing costs and closing fees (1,404) -
-------- --------
Cash used in financing activities (10,508) (34,053)
-------- --------
Net increase (decrease) in cash and cash equivalents 623 (227)
Change in cash of discontinued operations (49) 99
Cash and cash equivalents, beginning of year 252 197
-------- --------
Cash and cash equivalents, end of period $ 826 $ 69
======== ========
See accompanying notes to condensed consolidated financial statements.
<PAGE> 8
REUNION INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all normal
recurring adjustments considered necessary for a fair statement of the results
of operations have been included. The results of operations for the three and
nine month periods ended September 30, 2000 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, schedules and notes contained in the Current Report
on Form 8-K and amendment thereto filed to report the merger with Chatwins
Group and related transactions on March 16, 2000 and in Reunion's Annual
Report on Form 10-K for the year ended December 31, 1999.
Recent Accounting Pronouncement
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standard No. 133 "Accounting for Derivative Instruments and Hedging
Activities." This statement requires that derivative instruments such as
options, forward contracts and swaps be recorded as assets and liabilities at
fair value and provides guidance for recognition of changes in fair value
depending on the reason for holding the derivative. The Company does not
presently have transactions involving derivative instruments.
NOTE 2: THE MERGER, REFINANCING AND ACQUISITION
The Merger
On March 16, 2000, Chatwins Group, Inc. (Chatwins Group) and Reunion
Industries, Inc. (Reunion) merged, with Reunion as the surviving entity.
Prior to the merger, Chatwins Group owned approximately 37% of Reunion's
issued and outstanding common stock.
See note 6 for a description of post-merger Reunion. As used herein, the
term "Company" refers to, as the context requires, to Reunion, after giving
effect to the merger, and also to Chatwins Groupprior to the merger, as the
acquirer for purposes of applying purchase accounting.
The merger was 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, Chatwins Group's assets and
liabilities are accounted for at historical book values and the assets and
liabilities of Reunion have been revalued at their estimated fair value. As
Chatwins Group is considered to be the acquirer in the merger, the pre-merger
financial information presented herein represents the historical financial
information of Chatwins Group.
<PAGE> 9
The purchase price in the merger was $8.1 million, consisting of
2,490,000 shares of Reunion common stock not owned by Chatwins Group at March
16, 2000 valued at $3.25 per share, based on the market price of Reunion
common stock between July 28 and August 2, 1999, immediately prior to the
announcement of the July 28, 1999 approval by Reunion's board of directors of
the amended and restated merger agreement. Assets acquired included
approximately $13.3 million of current assets and approximately $23.5 million
of fixed and other assets. Liabilities and minority interests assumed
included approximately $9.9 million of current liabilities, $21.6 million of
noncurrent liabilities and $2.1 million of minority interests. The purchase
price in excess of net assets acquired of approximately $4.9 million was
recorded as goodwill and is being amortized over 15 years.
In the merger, Reunion issued 9,500,000 shares of common stock to holders
of Chatwins Group's common stock. The 1,450,000 shares of Reunion common
stock previously owned by Chatwins Group were retired in the merger, as were
the previously issued shares of Chatwins Group common stock. The merger
agreement also provides that up to an additional 500,000 shares of Reunion
common stock will be issued to former Chatwins Group common stockholders if
the former Chatwins Group businesses achieve specified performance levels in
2000.
Holders of Chatwins Group Class D, Series A, B and C preferred stock
received 9,033 shares of Reunion Series A preferred stock in the merger. The
Reunion Series A preferred stock has an initial redemption price of
$9,033,000. Cumulative dividends at 10% of the initial redemption price are
payable as and when declared by Reunion's Board of Directors. See note 4 for
a discussion of the exchange of the Company's preferred stock for common
stock.
The Refinancing
Simultaneously with the merger, Reunion entered into $72.5 million of
senior secured credit facilities with Bank of America. These credit
facilities consist of a $39.0 million revolving credit facility, a $25.8
million term loan A facility, a $5.0 million term loan B facility and a $2.7
million capital expenditures facility.
Proceeds from initial borrowings under the Bank of America credit
facilities were used for various purposes, including repayment of Chatwins
Group's existing credit facilities with Bank of America, repayment of
Reunion's existing credit facilities with the CIT Group/Business Credit, Inc.
and retirement of $25.0 million of Chatwins Group's 13% senior notes plus
accrued and unpaid interest.
Chatwins Group was required to make sinking fund payments to redeem $12.5
million principal amount of the senior notes on May 1 in each of 2000 through
2003 at face value plus accrued interest and to offer to purchase $25 million
of the senior notes on June 1, 2000 at face value plus accrued interest. In
February 2000, Chatwins Group solicited the holders of the $49,975,000 of 13%
senior notes outstanding asking them to waive their right to participate in
the June 1, 2000 $25.0 million purchase offer, of which $47,450,000 agreed to
waive such right resulting in a maximum purchase offer obligation on June 1,
2000 of $2,525,000.
<PAGE> 10
Reunion assumed the obligations of Chatwins Group under the indenture
governing the 13% senior notes. As such, on June 1, 2000 Reunion made the
required offer to purchase $2,525,000 of senior notes, of which holders of
only $120,000 of senior notes tendered. However, the $25.0 million of 13%
senior notes repaid from the merger proceeds was and can be applied against
Reunion's obligations for sinking fund payments and the purchase offer as
follows (in thousands):
May 1, June 1, May 1,
2000 2000 2001 Total
-------- -------- -------- --------
Sinking fund payment or
purchase offer obligation $ 12,500 $ 120 $ 12,500 $ 25,120
$25.0 million applied to
obligations (12,500) (120) (12,380) (25,000)
-------- -------- -------- --------
Maximum required payment $ - $ - $ 120 $ 120
======== ======== ======== ========
Therefore, only $120,000 principal amount of 13% senior notes is
scheduled to be repaid in May 2001, $12.5 million is scheduled to be repaid in
May 2002 and the remaining balance is scheduled to be repaid in May 2003.
[Management believes there will be sufficient funds available under its
revolving credit facility to make the required sinking fund payment of
$120,000 on May 1, 2001.]
Long-term debt consists of the following (in thousands):
At September 30, At December 31,
2000 1999
--------------- --------------
(unaudited)
13% senior notes due May 1, 2003 (net of
unamortized discount of $17 and $52) $ 24,958 $ 49,923
Term loan A due March 16, 2007 22,365 -
Other 1,443 96
Other - related parties 4,015 -
-------- --------
Total long-term debt 52,781 50,019
Current maturities (4,023) (25,022)
Current maturities - related party (2,998) -
-------- --------
Total long-term debt, less current maturities $ 45,760 $ 24,997
======== ========
Acquisition of Kingway
Simultaneously with the merger, Reunion acquired Stanwich Acquisition
Corp. (SAC), an affiliated company, doing business as Kingway Material
Handling (Kingway). Similar to Chatwins Group's Auto-Lok division, Kingway
was in the business of producing industrial and commercial storage racks and
materials handling systems. Since May 1998 until the acquisition, Kingway had
been operating in the facilities of Auto-Lok under a services agreement that
provided that Kingway would use Auto-Lok's surplus floor space, production
workforce, administrative organization and equipment in exchange for fees
approximately equal to Auto-Lok's costs. Subsequent to the merger and
acquisition, Reunion integrated Kingway and Auto-Lok into a single business
unit.
<PAGE> 11
The purchase price included $100,000 in cash paid to the then existing
common stockholders of Kingway, the assumption of approximately $10.3 million
of Kingway's debt and the issuance of $6.8 million of preferred stock in
exchange for Kingway's existing preferred stock as described below. Assets
acquired included approximately $3.0 million of current assets and
approximately $2.1 million of fixed and other assets. Liabilities assumed,
including the assumed debt, included approximately $11.7 million of current
liabilities and $6.8 million of preferred stock. The purchase price in excess
of net assets acquired of approximately $13.5 million was recorded as goodwill
and is being amortized over 15 years.
In the acquisition, the holder of SAC's preferred stock received in
exchange for its shares, 5,000 shares of Reunion Series B preferred stock.
The Reunion Series B preferred stock has a redemption price of $5,000,000.
Cumulative dividends at 15% of the redemption price from November 2, 1997 are
payable as and when declared by Reunion's board of directors. Cumulative
dividends as of the date of the acquisition were $1,781,000. See note 4 for a
discussion of the exchange of the Company's preferred stock for common stock.
Pro Forma Financial Information
Certain summarized pro forma financial information related to Reunion as
if the merger with Chatwins Group, acquisition of Kingway, sale of the Irish
plastics business (see note 7) and sale of substantially all of the wine grape
agricultural operations as discontinued operations (see note 7) occurred at
the beginning of 2000 for each of the three and nine month periods ended
September 30, 2000 and 1999 is set forth below (in thousands)(unaudited):
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
-------- -------- -------- --------
Net sales $ 46,718 $ 45,950 $146,159 $145,862
======== ======== ======== ========
Income from continuing
operations $ 208 $ 663 $ 1,736 $ 1,316
======== ======== ======== ========
Basic and diluted EPS from
continuing operations $ 0.01 $ 0.06 $ 0.13 $ 0.11
======== ======== ======== ========
Net income $ 28 $ 3,213 $ 1,556 $ 3,929
======== ======== ======== ========
Basic and diluted EPS $ 0.00 $ 0.27 $ 0.12 $ 0.33
======== ======== ======== ========
The pro forma income from continuing operations for the nine months ended
September 30, 1999 includes a provision of $1.6 million for the Bargo
litigation judgment and related costs and a $3.6 million settlement gain. The
pro forma income from continuing operations for the three and nine months
ended September 30, 2000 includes a gain on the sale of the Company's Irish
plastics business of $4.5 million.
<PAGE> 12
NOTE 3: INVENTORIES
Inventories are comprised of the following (in thousands):
At September 30, At December 31,
2000 1999
--------------- --------------
(unaudited)
Raw materials $ 9,758 $ 5,228
Work-in-process 7,087 3,866
Finished goods 4,198 3,625
------- -------
Total inventories 21,043 12,719
Less: LIFO reserves (70) (71)
------- -------
Inventories $20,973 $12,648
======= =======
NOTE 4: STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE
The following represents a reconciliation of the change in stockholders'
equity for the nine month period ended September 30, 2000 (in thousands):
Par Capital
Value in
of Trea- Excess Pre- Accum-
Common sury of Par ferred ulated
Stock Stock Value Stock Deficit Total
------ ----- ------- ------- -------- --------
At January 1,
2000 $ 3 $(500) $ 873 $ - $ (7,927) $ (7,551)
Activity
(unaudited):
Merger and
acquisition
activity 117 500 8,015 15,815 - 24,447
Net income - - - - 3,995 3,995
Preferred stock
accretions - - - - (95) (95)
Preferred stock
exchange (1) 32 - 15,720 (15,815) - (63)
---- ----- ------- ------- -------- --------
At September 30,
2000 $152 $ - $24,608 $ - $ (4,027) $ 20,733
==== ===== ======= ======= ======== ========
(1) - On June 14, 2000, the Company's Board of Directors approved the exchange
of its Series A and Series B preferred stocks for 3,245,515 shares of the
Company's common stock at an exchange price of $5.00 per share. The Series A
and Series B preferred stock were issued in connection with the March 16, 2000
merger with Chatwins Group and acquisition of Kingway, and had an aggregate
liquidation value of $16.2 million. The closing market price of the common
stock was $1.00 on that date. Except for the par value of the issued common
stock and the expense connected with the exchange, the aggregate carrying
value of the Series A and B preferred stocks was recorded as additional paid-
in capital upon their exchange for common stock. See Item 5. Other
Information.
<PAGE> 13
The computations of EPS are as follows (in thousands, except per share
amounts)(unaudited):
Income Shares EPS
-------- -------- -------
Three months ended September 30, 2000:
Income available to common stockholders,
weighted average shares outstanding
and basic EPS $ 4,503 15,236 $ 0.30
=======
Dilutive effect of stock options 151
-------- --------
Income available to common stockholders,
weighted average shares outstanding
and diluted EPS $ 4,503 15,387 $ 0.29
======== ======== =======
Three months ended September 30, 1999:
Net income $ 2,077
Less: Preferred stock dividend accretions (114)
--------
Income available to common stockholders,
weighted average shares outstanding
and basic and diluted EPS $ 1,963 9,500 $ 0.21
======== ======== =======
Nine months ended September 30, 2000:
Net income $ 3,995
Less: Preferred stock dividend accretions (95)
--------
Income available to common stockholders,
weighted average shares outstanding
and basic EPS 3,900 12,564 $ 0.31
=======
Dilutive effect of stock options 60
-------- --------
Income available to common stockholders,
weighted average shares outstanding
and diluted EPS $ 3,900 12,624 $ 0.31
======== ======== =======
Nine months ended September 30, 1999:
Net income $ 2,421
Less: Preferred stock dividend accretions (342)
--------
Income available to common stockholders,
shares outstanding and basic and diluted EPS $ 2,079 9,500 $ 0.22
======== ======== =======
The assumed conversion of potentially dilutive instruments is anti-
dilutive in the three and nine month periods ended September 30, 1999,
therefore, basic and dilutive EPS are the same in each period. At September
30, 2000, the Company's stock options outstanding totaled 860,000. On June
14, 2000, 321,000 options were awarded with an average exercise price of $1.01
per share. The average market value of the Company's common stock from June
14, 2000 to September 30, 2000 was $1.87 per share. Accordingly, such options
include a dilutive component of 151,000 shares. The remainder were at
exercise prices equal to or above the current market price of the underlying
security. Weighted average shares outstanding for the three and nine months
ended September 30, 1999 have been restated to give effect to the
recapitalization of Chatwins Group in connection with the merger.
<PAGE> 14
NOTE 5: COMMITMENTS AND CONTINGENT LIABILITIES
Legal Proceedings
The Company and its subsidiaries are involved in various litigation
matters and administrative proceedings, which have arisen in the ordinary
course of business of the Company and its subsidiaries. [The Company believes
that any material liability which can result from any of such lawsuits or
proceedings has been properly reserved for in the Company's consolidated
financial statements or is covered by indemnification in favor of the Company
or its subsidiaries, and therefore the outcome of these lawsuits or
proceedings will not have a material adverse effect on the Company's
consolidated financial position, results of operations or cash flows.]
Environmental Compliance
Various federal, state and local laws and regulations, including, without
limitation, laws and regulations concerning the storage and use of hazardous
substances; the containment and disposal of hazardous waste, oil field waste
and other waste materials; the use of storage tanks and underground injection
wells; and the use of insecticides and fungicides, directly or indirectly
affect the Company's operations. In addition, environmental laws and
regulations typically impose "strict liability" upon the Company for certain
environmental damages. Accordingly, in some situations, the Company could be
liable for clean up costs even if the situation resulted from previous conduct
of the Company that was lawful at the time or from improper conduct of, or
conditions caused by, previous property owners, lessees or other persons not
associated with the Company or events outside the control of the Company.
Such clean up costs or costs associated with changes in environmental laws and
regulations could be substantial and could have a materially adverse effect on
the Company's consolidated financial position, results of operations or cash
flows.
Except as described in the following paragraphs, the Company believes it
is currently in material compliance with existing environmental protection
laws and regulations and is not involved in any significant remediation
activities or administrative or judicial proceedings arising under federal,
state or local environmental protection laws and regulations. In addition to
management personnel who are responsible for monitoring environmental
compliance and arranging for remedial actions that may be required, the
Company has also employed outside consultants from time to time to advise and
assist the Company's environmental compliance efforts. Except as described in
the following paragraphs, the Company has not recorded any accruals for
environmental costs.
In February 1996, Reunion was informed by a contracted environmental
services consulting firm that soil and ground water contamination exists at
its Lafayette, Indiana site. The Company has expended $280,000 and has accrued
an additional $115,000 based on current estimates of remediation costs.
In connection with the sale of its discontinued oil and gas business,
Reunion retained certain oil and gas properties in Louisiana because of
litigation concerning environmental matters. The Company is in the process of
environmental remediation under a plan approved by the Louisiana Office of
Conservation. The Company has recorded an accrual for its proportionate share
of the remaining estimated costs to remediate the site based on plans and
estimates developed by the environmental consultants hired by the Company. At
<PAGE> 15
September 30, 2000, the remaining balance accrued by the Company for
remediation costs was $1,229,000. A regulatory hearing was held in January
2000 to consider the adequacy of the remediation conducted to date. [No
decision has been rendered to date, but the Company does not believe that the
cost of future remediation will exceed the amount accrued.] Owners of a
portion of the property have objected to the Company's cleanup methodology and
have filed suit to require additional procedures. The Company is contesting
this litigation, and believes its proposed methodology is well within accepted
industry practice for remediation efforts of a similar nature. No accrual has
been made for costs of any alternative cleanup methodology which might be
imposed as a result of the litigation.
NOTE 6: OPERATING SEGMENT DISCLOSURES
The Company owns and operates a diverse group of industrial manufacturing
operations that design and manufacture highly engineered, high-quality
products for specific customer requirements, such as large-diameter seamless
pressure vessels, hydraulic and pneumatic cylinders, precision plastic
components, heavy-duty cranes and materials handling systems. The Company's
customers include original equipment manufacturers and end-users in a variety
of industries, such as transportation, power generation, chemicals, metals,
home electronics, office equipment and consumer goods. The Company's business
units are organized into two major operating groups:
The Metals Group, through its five manufacturing divisions (representing
the divisions of the former Chatwins Group plus acquired Kingway), designs,
manufactures and markets a broad range of fabricated and machined industrial
metal parts and products to original equipment manufacturers and end-users.
The Metals Group serves over 5,000 customers.
The Plastics Group (which is comprised of the pre-merger plastics
business units of Reunion) manufactures precision molded plastic parts and
provides engineered plastics services to more than 500 original equipment
manufacturers. See note 7.
<PAGE> 16
The following represents financial data by segment (in
thousands)(unaudited):
Capital Total
Net Sales EBITDA(1) Spending Assets(3)
--------- --------- --------- ---------
Three months ended and at
September 30, 2000:
Metals Group $ 35,312 $ 4,784 $ 1,216 $ 71,464
Plastics Group 13,264 825 406 26,213
Corporate and other(4) - 3,588 3 33,355
Discontinued operations - - 72 5,533
-------- -------- -------- --------
Totals $ 48,576 9,197 $ 1,697 $136,565
======== ======== ========
Depreciation and amortization(2) (1,797)
Interest expense (2,540)
--------
Income from continuing operations
before income taxes $ 4,860
========
Nine months ended September 30, 2000:
Metals Group (including
acquired Kingway since
March 17, 2000) $104,319 $ 14,169 $ 2,060
Plastics Group (since
March 17, 2000) 31,876 2,467 1,086
Corporate and other(4) - 1,909 36
Discontinued operations - - 329
-------- -------- --------
Totals $136,195 18,545 $ 3,511
======== ========
Depreciation and amortization(2) (4,735)
Interest expense (7,338)
Equity in loss of continuing
operations of affiliate (296)
--------
Income from continuing operations
before income taxes $ 6,176
========
Three months ended September 30, 1999
and at December 31, 1999:
Metals Group $ 26,512 $ 2,920 $ 326 $ 63,948
Corporate and other - (547) 17 17,072
Discontinued operations - - 182 -
-------- -------- -------- --------
Totals $ 26,512 2,373 $ 525 $ 81,020
======== ======== ========
Depreciation and amortization(2) (774)
Interest expense (1,812)
Equity in loss from continuing
operations of affiliate (32)
--------
Loss from continuing operations
before income taxes $ (245)
========
<PAGE> 17
Nine months ended September 30, 1999:
Metals Group $ 81,125 $ 9,477 $ 1,476
Corporate and other - (1,753) 30
Discontinued operations - - 790
-------- -------- --------
Totals $ 81,125 7,724 $ 2,296
======== ========
Depreciation and amortization(2) (2,397)
Interest expense (5,419)
Equity in loss from continuing
operations of affiliate (99)
--------
Income from continuing operations
before income taxes $ (191)
========
(1) EBITDA (earnings before interest, taxes, depreciation and amortization)
is the primary measure used by management in assessing performance.
(2) Excludes amortization of debt issuance expenses of $123,000 and $180,000
for the three month periods ended September 30, 2000 and 1999, respectively,
and $498,000 and $540,000 for the nine month periods ended September 30, 2000
and 1999, respectively, which are included in interest expense.
(3) Corporate and other total assets at September 30, 2000 is primarily
comprised of goodwill and deferred tax assets.
(4) Corporate and other EBITDA for the three and nine month periods ended
September 30, 2000 include a $4.5 million gain on the sale of the Company's
Irish plastics line of business.
NOTE 7: DISPOSITIONS AND DISCONTINUED OPERATIONS
On August 31, 2000, the Company sold its Irish plastics subsidiary, Data
Packaging, Ltd. The net proceeds of $10.0 million from the sale were used to
repay debt including a portion of the Company's senior secured and revolving
credit borrowings with Bank of America.
On October 27, 2000, the Company sold substantially all of its wine grape
agricultural operations and real estate holdings in Napa County, California.
The $16.5 million net proceeds from the sale after transaction-related costs
were used to reduce debt. Because the transaction closed before the issuance
of the Company's financial statement for the quarter ended September 30, 2000,
the Company classified and began accounting for the agricultural operations as
discontinued operations in accordance with Accounting Principles Board Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" (APB 30), which requires
discontinued operations to be reported separately from continuing operations.
<PAGE> 18
The assets, liabilities and equity accounts of discontinued operations at
September 30, 2000 have been separately classified on the balance sheet as net
assets of discontinued operations. A summary of these assets, liabilities and
equity accounts follows (in thousands):
At September 30,
2000
---------------
ASSETS: (unaudited)
Cash and cash equivalents $ 49
Receivables, net 1,257
Other current assets 1,401
Property, plant and equipment, net 16,248
Other assets, net 259
--------
Total assets 19,214
--------
LIABILITIES AND EQUITY:
Current maturities of debt 864
Trade payables 504
Other current liabilities 648
Reserve for estimated expenses 2,016
Other long-term debt 7,139
Other liabilities 22
Minority interest 2,488
--------
Total liabilities and equity 13,681
--------
Net assets of discontinued operations $ 5,533
========
Pursuant to APB 30, the consolidated financial statements reflect the
operating results of discontinued operations separately from continuing
operations. Summarized results of discontinued operations follow (in
thousands) (unaudited):
Three Months Ended September 30, 2000 1999
-------------------------------- -------- --------
Net sales $ 1,961 $ 14,229
Loss before taxes (157) (72)
Nine Months Ended September 30,
-------------------------------
Net sales $ 3,161 $ 40,345
Income (loss) before taxes (551) 963
The above results of discontinued operations in 2000 relate to the
Company's discontinued wine grape agricultural operations and in 1999 relate
to the former Chatwins Group's discontinued grating and oil and gas
operations. The above results of discontinued operations include allocated
interest expense of $217,000 and $664,000 for the three month periods ended
September 30, 2000 and 1999, respectively, and $434,000 and $1,905,000 for the
nine month periods ended September 30, 2000 and 1999, respectively. The above
results of discontinued operations for the nine months ended September 30,
1999 includes a $1,681,000 gain on sale of the property which comprised the
former Chicago manufacturing location of the Klemp division.
<PAGE> 19
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
RECENT DEVELOPMENTS
The Merger
On March 16, 2000, Chatwins Group and Reunion merged, with Reunion as the
surviving entity. Prior to the merger, Chatwins Group owned approximately 37%
of Reunion's issued and outstanding common stock.
The merger was 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 are accounted for at historical book values and the assets and
liabilities of Reunion have been 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
will be amortized over 15 years.
See note 6 for a description of post-merger Reunion. As used herein, the
term "Company" refers to, as the context requires, to Reunion, after giving
effect to the merger, and also to Chatwins Group prior to the merger, as the
acquirer for purposes of applying purchase accounting.
In the merger, Reunion issued 9,500,000 shares of common stock to holders
of Chatwins Group's common stock. The 1,450,000 shares of Reunion common
stock previously owned by Chatwins Group were retired in the merger, as were
the previously issued shares of Chatwins Group common stock. The merger
agreement also provides that up to an additional 500,000 shares of Reunion
common stock will be issued to former Chatwins Group common stockholders if
the former Chatwins Group businesses achieve specified performance levels in
2000.
Holders of Chatwins Group Class D, Series A, B and C preferred stock
received 9,033 shares of Reunion Series A preferred stock in the merger. The
Reunion Series A preferred stock has an initial redemption price of
$9,033,000. Cumulative dividends at 10% of the initial redemption price are
payable as and when declared by Reunion's Board of Directors. See note 4 for
a discussion of the exchange of the Company's preferred stock to common stock.
The Refinancing
Simultaneously with the merger, Reunion entered into $72.5 million of
senior secured credit facilities with Bank of America. These credit
facilities consist of a $39.0 million revolving credit facility, a $25.8
million term loan A facility, a $5.0 million term loan B facility and a $2.7
million capital expenditures facility.
Proceeds from initial borrowings under the Bank of America credit
facilities were used for various purposes, including repayment of Chatwins
Group's existing credit facilities with Bank of America, repayment of
Reunion's existing credit facilities with the CIT Group/Business Credit, Inc.
and retirement of $25.0 million of Chatwins Group's 13% senior notes plus
accrued and unpaid interest.
<PAGE> 20
Chatwins Group was required to make sinking fund payments to redeem $12.5
million principal amount of the senior notes on May 1 in each of 2000 through
2003 at face value plus accrued interest and to offer to purchase $25 million
of the senior notes on June 1, 2000 at face value plus accrued interest. In
February 2000, Chatwins Group solicited the holders of the $49,975,000 of 13%
senior notes outstanding asking them to waive their right to participate in
the June 1, 2000 $25.0 million purchase offer, of which $47,450,000 agreed to
waive such right resulting in a maximum purchase offer obligation on June 1,
2000 of $2,525,000.
Reunion assumed the obligations of Chatwins Group under the indenture
governing the 13% senior notes. As such, on June 1, 2000 Reunion made the
required offer to purchase $2,525,000 of senior notes, of which holders of
only $120,000 of senior notes tendered. However, the $25.0 million of 13%
senior notes repaid from the merger proceeds was and can be applied against
Reunion's obligations for sinking fund payments and the purchase offer as
follows (in thousands):
May 1, June 1, May 1,
2000 2000 2001 Total
-------- -------- -------- --------
Sinking fund payment or
purchase offer obligation $ 12,500 $ 120 $ 12,500 $ 25,120
$25.0 million applied to
obligations (12,500) (120) (12,380) (25,000)
-------- -------- -------- --------
Maximum required payment $ - $ - $ 120 $ 120
======== ======== ======== ========
Therefore, only $120,000 principal amount of 13% senior notes is
scheduled to be repaid in May 2001, $12.5 million is scheduled to be repaid in
May 2002 and the remaining balance is scheduled to be repaid in May 2003.
[Management believes there will be sufficient funds available under its
revolving credit facility to make the required sinking fund payment of
$120,000 on May 1, 2001.]
Acquisition of Kingway
Simultaneously with the merger, Reunion acquired Kingway. Similar to
Chatwins Group's Auto-Lok division, Kingway is in the business of producing
industrial and commercial storage racks and materials handling systems. Since
May 1998, Kingway has been operating in the facilities of Auto-Lok under a
services agreement that provided that Kingway would use Auto-Lok's surplus
floor space, production workforce, administrative organization and equipment
in exchange for fees approximately equal to Auto-Lok's costs. Subsequent to
the merger and acquisition, Reunion has integrated Kingway and Auto-Lok into a
single business unit. The purchase price in excess of net assets acquired was
recorded as goodwill and is being amortized over 15 years.
Dispositions and Discontinued Operations
On August 31, 2000, the Company sold its Irish plastics subsidiary, Data
Packaging, Ltd. The net proceeds of $10.0 million from the sale were used to
repay debt including a portion of the Company's senior secured and revolving
credit borrowings with Bank of America.
On October 27, 2000, the Company sold substantially all of its wine grape
agricultural operations and real estate holdings in Napa County, California.
<PAGE> 21
The $16.5 million net proceeds from the sale after transaction-related costs
were used to reduce debt. Because the transaction closed before the issuance
of the Company's financial statements for the quarter ended September 30,
2000, the Company classified and began accounting for the agricultural
operations as discontinued operations in accordance with Accounting Principles
Board Opinion No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" (APB 30), which requires
discontinued operations to be reported separately from continuing operations.
GENERAL
The Company owns and operates a diverse group of industrial manufacturing
operations that design and manufacture highly engineered, high-quality
products for specific customer requirements, such as large-diameter seamless
pressure vessels, hydraulic and pneumatic cylinders, precision plastic
components, heavy-duty cranes and materials handling systems. The Company's
customers include original equipment manufacturers and end-users in a variety
of industries, such as transportation, power generation, chemicals, metals,
home electronics, office equipment and consumer goods. The Company's business
units are organized into two operating groups:
The Metals Group, through its five manufacturing divisions, designs,
manufactures and markets a broad range of fabricated and machined industrial
metal parts and products to original equipment manufacturers and end-users.
The Metals Group serves over 5,000 customers.
The Plastics Group manufactures precision molded plastic parts and
provides engineered plastics services to more than 500 original equipment
manufacturers.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2000 Compared to
Three Months Ended September 30, 1999
Metals Group
Metals Group sales for the third quarter of 2000 totaled $35.3 million,
compared to $26.5 million for the third quarter of 1999, an increase of $8.8
million, or 33%. Sales increases of $7.2 million in the Metals Group's
materials handling and computer-assisted picking systems product line
(including $5.1 million of Kingway sales during the third quarter of 2000, not
included in the third quarter of 1999), and $2.1 million in seamless pressure
vessels sales primarily comprised the increase in third quarter 2000 Metals
Group sales. Such increases were partially offset by slight declines in crane
and cylinder sales. The increase in material handling sales reflects
increased demand and large project bid wins. The increase in pressure vessel
sales was due to strong first and second quarter 2000 order levels which began
to ship in the second quarter and continued into the third. Sales of leaf
springs remained flat compared to the 1999 third quarter.
Metals Group gross profit for the third quarter of 2000 was $7.5 million,
or 21.2% of sales, compared to $5.0 million for the third quarter of 1999, or
18.7% of sales, an increase of $2.5 million. Gross profit in both dollars and
<PAGE> 22
as a percentage of sales increased during the 2000 third quarter compared to
the 1999 third quarter primarily due to the increase in volume and due to a
change in product mix, to the higher margin seamless pressure vessels.
Plastics Group
Plastics Group sales for in the third quarter of 2000 totaled $13.3
million, compared to $17.6 million for the third quarter of 1999 on a pro
forma basis. Excluding the Irish plastics business for reasons of
comparability, such sales would be $11.4 million for the third quarter of 2000
and $14.3 million for the third quarter of 1999, a decrease of $2.9 million or
20%. The decrease in revenues is the continuation of a trend which began in
1999 and resulted from several factors, including certain customers relocating
manufacturing operations to Mexico and Asia, reduced customer orders for
continuing programs, end of product cycles and delays in new program starts,
which affected all Plastics Group facilities. [Management is continuing to
investigate the feasibility of opening or acquiring a molding facility in
Mexico or establishing a joint venture in Mexico with an existing plastics
molding company in order to counter these trends.]
Such sales resulted in a Plastics Group gross profit for the third
quarter of 2000 of $1.8 million, or 13.5% of sales, compared to $2.8 million,
or 16.0% of sales, for the third quarter of 1999 on a pro forma basis. The
decline in gross profit in both dollars and as a percentage of sales is
directly related to the reduction in sales volume and resulting cost
absorption inefficiencies.
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the third quarter
of 2000 were $6.2 million, compared to $3.2 million for the third quarter of
1999, an increase of $3.0 million. SGA expenses in the 2000 third quarter
include approximately $2.9 million of SGA from the Plastics Group, the
acquired Kingway and corporate administrative expenses of pre-merger Reunion
which are not included in the 1999 third quarter results. SGA expenses as a
percentage of sales was 12.8% for the 2000 third quarter and 12.2% for the
1999 third quarter.
Other (Income) Expense
Other income for the third quarter of 2000 was $4.3 million. Included in
other income for the third quarter of 2000 was a gain on the sale of the
Company's Irish plastics business of $4.5 million. Excluding this gain, other
expense for the third quarter of 2000 was $0.2 million, compared to $0.1
million in the third quarter of 1999. Other than the gain on sale of the
Irish plastics business, there were no individually significant or offsetting
items in either of the third quarters of 2000 or 1999.
Interest Expense
Interest expense, net, for the third quarter of 2000 was $2.5 million
plus $0.2 million allocated to discontinued operations, compared to $1.8
million for the third quarter of 1999 plus $0.6 million allocated to
discontinued operations, indicating an increase of $0.3 million. The overall
increase in interest expense reflects the higher level of debt of the post-
merger company when compared to the 1999 debt levels of pre-merger Chatwins
Group. [The Company anticipates that interest expense for 2000 will exceed
<PAGE> 23
interest expense compared to 1999, which represents the interest expense of
pre-merger Chatwins Group alone, due to the higher level of debt of the post-
merger company.]
Equity Results
Equity in loss from continuing operations of affiliate in the third
quarter of 1999 represents Chatwins Group's pre-merger share of Reunion's
income from continuing operations for the third quarter of 1999.
Income Taxes
There was a non-cash tax provision from continuing operations of $0.1
million for the third quarter of 2000 compared to a non-cash tax benefit of
$0.1 million for the third quarter of 1999. The tax provision in the 2000
third quarter and tax benefit in the 1999 third quarter are directly related
to the level of pre-tax operating results in each period. The effective tax
rate in the 2000 third quarter is significantly lower than the statutory rate
as the valuation allowance against deferred tax assets related to the
Company's net operating loss carryforwards was reduced for the tax effect of
the $4.5 million gain on sale of the Irish plastics business.
Discontinued Operations
There was a loss from discontinued operations during the third quarter of
2000 of $0.2 million, net of taxes of $0.1 million. The loss from
discontinued operations was comprised of the loss from the discontinued wine
grape agricultural operations (less than $0.1 million), a reduction in the
gain on disposal of the discontinued grating business of the former Chatwins
Group ($0.5 million) and a reduction in the provision for estimated expenses
of the discontinued grating business ($0.3 million).
The reduction in the gain on disposal is the result of the final outcome
of the arbitration with Alabama Metal Industries Corporation (AMICO), the
purchaser of the Company's discontinued grating business, regarding the final
purchase price adjustment resulting from a disagreement between the Company
and AMICO in the preparation of the closing date balance sheet. In
calculating the gain on disposal in September 1999, the Company provided $0.5
million for future estimated purchase price adjustments. In October 2000, the
arbiter for the dispute returned a final purchase price adjustment, including
interest, of $1.3 million. The $0.8 million difference is shown net of tax
effect of $0.3 million. The Company paid AMICO $1.3 million in November 2000
from proceeds available under its revolving credit facility.
During the third quarter of 2000, the Company reevaluated its reserve for
estimated expenses of the discontinued grating business. Such reevaluation
resulted in a $0.5 million reduction in the reserve needed for estimated
future expenses, shown net of tax effect of $0.2 million.
There was income from discontinued operations during the third quarter of
1999 of $2.2 million, net of taxes of $1.5 million. Income from discontinued
operations was comprised of the gain on disposal of the discontinued grating
business of the former Chatwins Group ($7.6 million), partially offset by a
loss from discontinued operations (less than $0.1 million) and provisions for
estimated expenses ($1.3 million) and disposals of the international grating
subsidiaries ($3.7 million) and the oil and gas operations ($0.5 million).
There was also equity in income from discontinued operations of pre-merger
<PAGE> 24
Reunion ($0.1 million).
Nine Months Ended September 30, 2000 Compared to
Nine Months Ended September 30, 1999
Metals Group
Metals Group sales for the first nine months of 2000 totaled $104.3
million, compared to $88.1 million for the first nine months of 1999, an
increase of $16.2 million, or 18%. Sales increases of $15.1 million in the
Metals Group's materials handling and computer-assisted picking systems
product line (including $12.3 million from Kingway since it was acquired by
the Company on March 16, 2000), $2.6 million in seamless pressure vessels and
$4.4 million in bridge fabrication sales were partially offset by decreases of
$5.0 million in heavy-duty crane sales and $1.1 million in cylinder sales.
The increase in material handling sales reflects increased demand and large
project bid wins. The increase in pressure vessel sales in the first half of
2000 was due to strong first and second quarter 2000 order levels which began
to ship in the 2000 second quarter and continued into the third. Heavy-duty
crane sales continue to be impacted by weak order levels due to a downturn in
large capital project spending in the steel industry caused by strong foreign
competition. During the first quarter of 2000, the Company moved to counter
this trend by entering the steel bridge fabrication market. [Management
believes the Company's crane manufacturing processes are ideally suited for
complex bridge manufacturing and wishes to position the Company to participate
in what management anticipates will be a significant increase in state and
federal transportation spending on bridges through the year 2004.] Sales of
cylinders was down due to softness in the hydraulic cylinder market. Sales of
leaf springs were up slightly compared to the 1999 first nine months.
Metals Group gross profit for the first nine months of 2000 was $22.0
million, or 21.0% of sales, compared to $15.8 million for the first nine
months of 1999, or 17.9% of sales, an increase of $6.2 million. Gross profit
in both dollars and as a percentage of sales increased during the 2000 first
nine months compared to the 1999 first nine months primarily due to the
increase in volume and due to a change in product mix, to the higher margin
seamless pressure vessels.
Plastics Group
Plastics Group sales for in the first nine months of 2000 since the March
16, 2000 merger totaled $31.9 million. Such sales resulted in a Plastics
Group gross profit of $4.9 million, or 15.4% of sales.
On a pro forma basis as if the Plastics Group was acquired on January 1,
199, Plastics Group sales in the first nine months of 2000 totaled $45.8
million, compared to $55.1 million for the first nine months of 1999.
Excluding the Irish plastics business for reasons of comparability, such sales
would be $38.2 million for the first nine months of 2000 and $44.8 million for
the first nine months of 1999, a decrease of $6.6 million or 15%. The
decrease in revenues is the continuation of a trend which began in 1999 and
resulted from several factors, including certain customers relocating
manufacturing operations to Mexico and Asia, reduced customer orders for
continuing programs, end of product cycles and delays in new program starts,
which affected all Plastics Group facilities. [Management is continuing to
investigate the feasibility of opening or acquiring a molding facility in
Mexico or establishing a joint venture in Mexico with an existing plastics
<PAGE> 25
molding company in order to counter these trends.]
Such sales resulted in a Plastics Group gross profit for the first nine
months of 2000 of $4.9 million, or 15.4% of sales. On a pro forma basis, such
sales resulted in a Plastics Group gross profit for the first nine months of
2000 of $7.3 million, or 15.7% of sales, compared to $8.1 million, or 14.6% of
sales, for the first nine months of 1999. Excluding the Irish plastics
business for reasons of comparability, such gross profits would be $6.0
million, or 15.8% of sales, for the first nine months of 2000 and $6.7
million, or 15.0% of sales, for the first nine months of 1999, a decrease of
$0.7 million or 10%. The decline in gross profit is directly related to the
reduction in sales volume and resulting cost absorption inefficiencies.
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the first nine
months of 2000 were $16.8 million, compared to $10.0 million for the first
nine months of 1999, an increase of $6.8 million. SGA expenses in the 2000
first nine months include approximately $6.4 million of SGA from the Plastics
Group, the acquired Kingway and corporate administrative expenses of pre-
merger Reunion which were not present in the 1999 first nine months. The
remaining increase was due primarily to an increase in pre-merger related
professional fees at Chatwins Group. SGA expenses as a percentage of sales
increased to 12.3% for the 2000 first nine months compared to 11.3% in the
1999 first nine months. SGA as a percentage of sales was higher in the 2000
first nine months compared to 1999 due to the additions of the Plastics Group
and the acquired Kingway, whose combined SGA as a percentage of related sales
was 13.2%, and the increase in pre-merger related professional fees at
Chatwins Group.
Other (Income) Expense
Other income for the first nine months of 2000 was $3.7 million.
Included in other income for the third quarter of 2000 was a gain on the sale
of the Company's Irish plastics business of $4.5 million. Excluding this
gain, other expense for the first nine months of 2000 was $0.8 million,
compared to $0.4 million in the first nine months of 1999, an increase of $0.4
million. The increase in other expense for the first nine months of 2000
compared to the first nine months of 1999 is due to an increase in goodwill
amortization as a result of the higher level of goodwill of post-merger
Reunion compared to the level of goodwill of pre-merger Chatwins Group. Other
than the gain on sale of the Irish plastics business and the increased level
of goodwill amortization, there were no individually significant or offsetting
items in either of the first nine months of 2000 or 1999.
Interest Expense
Interest expense, net, for the first nine months of 2000 was $7.3 million
plus $0.4 million allocated to discontinued operations, compared to $5.4
million for the first nine months of 1999 plus $1.9 million allocated to
discontinued operations, indicating an increase of $0.4 million. The overall
increase in interest expense reflects the higher level of debt of the post-
merger company when compared to the 1999 debt levels of pre-merger Chatwins
Group. [The Company anticipates that interest expense for 2000 will exceed
interest expense compared to 1999, which represents the interest expense of
pre-merger Chatwins Group alone, due to the higher level of debt of the post-
merger company.]
<PAGE> 26
Equity Results
Equity in loss of continuing operations of affiliate in the first nine
months of 2000 and 1999 represents Chatwins Group's pre-merger share of
Reunion's loss from continuing operations in each period.
Income Taxes
There was a non-cash tax provision from continuing operations of $0.7
million for the first nine months of 2000 compared to a non-cash tax benefit
of less than $0.1 million for the first nine months of 1999. The tax
provision in the first nine months of 2000 and tax benefit in the first nine
months of 1999 are directly related to the level of pre-tax results from
continuing operations in each period. The effective tax rate in the first
nine months of 2000 is significantly lower than the statutory rate as the
valuation allowance against the deferred tax assets related to the Company's
net operating loss carryforwards was reduce for the tax effect of the $4.5
million gain on sale of the Irish plastics business.
Discontinued Operations
There was a loss from discontinued operations during the first nine
months of 2000 of $0.5 million, net of taxes of $0.3 million. The loss from
discontinued operations was comprised of the loss from the discontinued wine
grape agricultural operations ($0.3 million), a reduction in the gain on
disposal of the discontinued grating business of the former Chatwins Group
($0.5 million) and a reduction in the provision for estimated expenses of the
discontinued grating business ($0.3 million).
The reduction in the gain on disposal is the result of the final outcome
of the arbitration with Alabama Metal Industries Corporation (AMICO), the
purchaser of the Company's discontinued grating business, regarding the final
purchase price adjustment resulting from a disagreement between the Company
and AMICO in the preparation of the closing date balance sheet. In
calculating the gain on disposal in September 1999, the Company provided $0.5
million for future estimated purchase price adjustments. In October 2000, the
arbiter for the dispute returned a final purchase price adjustment, including
interest, of $1.3 million. The $0.8 million difference is shown net of tax
effect of $0.3 million. The Company paid AMICO $1.3 million in November 2000
from proceeds available under its revolving credit facility.
During the third quarter of 2000, the Company reevaluated its reserve for
estimated expenses of the discontinued grating business. Such reevaluation
resulted in a $0.5 million reduction in the reserve needed for estimated
future expenses, shown net of tax effect of $0.2 million.
There was income from discontinued operations during the first nine
months of 1999 of $2.7 million, net of taxes of $1.8 million. Income from
discontinued operations was comprised of the gain on disposal of the
discontinued grating business of the former Chatwins Group ($7.6 million) and
income from discontinued operations of the grating business ($0.6 million,
which included the $1.7 million pre-tax gain on sale of the Chicago property
that comprised the Chicago manufacturing operations of Chatwins Group's Klemp
division), partially offset by provisions for estimated expenses ($1.3
million) and disposals of the international grating subsidiaries ($3.7
million) and the oil and gas operations ($0.5 million). There was also equity
in income from discontinued operations of pre-merger Reunion (less than $0.1
<PAGE> 27
million).
Extraordinary Items
The losses from extraordinary items in the 2000 first nine months of $1.1
million, net of taxes of $0.7 million, represents the pre-merger write-offs of
deferred financing costs at both Chatwins Group and pre-merger Reunion.
LIQUIDITY AND CAPITAL RESOURCES
General
The Company manages its liquidity as a consolidated enterprise. The
operating divisions of the Company carry minimal cash balances. Cash
generated from the divisions' 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 the divisions' operating activities generally is
provided from funds available under the same revolving credit arrangements.
Although the Company operates in relatively mature markets, [it intends to
continue to invest in and grow its businesses through selected capital
expenditures as cash generation permits.]
Recent Developments
Simultaneously with the Chatwins Group merger, Reunion entered into
senior secured credit facilities with Bank of America and other lenders.
These credit facilities consist of a $39.0 million revolving credit facility,
a $25.8 million term loan A facility amortizing in 84 monthly principal
payments, a $5.0 million term loan B facility amortizing in 36 monthly
principal payments, and a $2.7 million capital expenditures facility which
will amortize in 60 monthly principal payments when borrowed. These
facilities have a three-year initial term and automatically renew for
additional one-year increments unless either party gives the other notice of
termination at least 60 days prior to the beginning of the next one-year term.
All of the term loan B and portions of the term loan A and revolving credit
facility were repaid with the proceeds from the sale of the Company's Irish
plastics business. See "Summary of 2000 Activities - Financing Activities"
below.
Interest on loans outstanding under the Bank of America facilities, other
than term loan B, is payable monthly at variable rates tied to either Bank of
America's prime rate, as that term is defined in the financing agreements, or
LIBOR, at the option of Reunion. The interest rate tied to the prime rate is
initially the prime rate plus 0.50% for the revolving credit facility and the
prime rate plus 0.75% for the term loan and capital expenditures facilities.
The interest rate tied to LIBOR is initially LIBOR plus 2.75% for the
revolving credit facility and LIBOR plus 3.00% for the term loan and capital
expenditure facilities. These interest rates will be subject to quarterly
adjustment after the first year based on the ratio of Reunion's total funded
debt to earnings before interest, taxes, depreciation and amortization.
Interest on term loan B was payable monthly at a fixed rate of 15%.
Additional interest accrued on term loan B to yield a total return of 20%.
The additional interest was paid when term loan B was fully repaid.
The Bank of America credit facilities are collateralized by a first
<PAGE> 28
priority lien on substantially all of the current and after-acquired assets of
Reunion including, without limitation, all accounts receivable, inventory,
property, plant and equipment, chattel paper, documents, instruments, deposit
accounts, contract rights and general intangibles.
The facilities require Reunion to comply with financial covenants and
other covenants, including fixed charge coverage and leverage tests. The
fixed charge coverage covenant requires the Company to maintain a minimum
fixed charge coverage ratio to be tested as of the last day of each fiscal
quarter beginning with the quarter ended June 30, 2000 for the year-to-date
period starting on April 1, 2000. For quarters ended March 31, 2001 and
thereafter, the components of the calculation are on a rolling twelve-month
basis. The ratio is defined as EBITDA (adjusted to exclude non-financed
capital expenditures and income taxes paid) divided by fixed charges (defined
as scheduled or required principal and interest payments on debt). For the
quarter ended September 30, 2000 the required minimum fixed charge coverage
ratio is 1.20:1. The actual ratio of 1.66:1 for the quarter ended September
30, 2000 was in compliance with the required minimum. The first test for the
financial covenant related to leverage is December 31, 2000. In addition, the
facilities contain various affirmative and negative covenants, including
limitations on stockholder and related party distributions. As of the date of
this report, the Company was in compliance with all other covenants. The
facilities require Reunion to pay the reasonable expenses incurred by the
lenders in connection with the facilities. Available borrowings under the
Bank of America revolving credit facility are based upon a percentage of
eligible receivables and inventories.
Proceeds from initial borrowings under the Bank of America credit
facilities were used to repay ORC's credit facilities with CIT Group
Business/Credit, Inc. totaling $19.3 million, to repay Chatwins Group's credit
facilities with Bank of America totaling $5.2 million, to repay certain debt
and acquire stock in the Kingway acquisition totaling $7.4 million and to
retire $25.0 million of Chatwins Group's 13% senior notes including $1.2
million of related accrued interest. Proceeds of $1.4 million were used to
pay various merger related fees and expenses, including approximately $1.0
million to Bank of America. The Company had approximately $3.8 million of
borrowing availability after the initial borrowings. However, as discussed
below, in the period subsequent to the merger it was necessary for the Company
to obtain temporary overadvances from the Bank of America in order to pay its
May 1, 2000 semi-annual interest payment on its senior notes and to fund
changes in working capital. With the sales of its Irish plastics business and
the wine grape agricultural operations and the resulting reduction in
revolving credit debt, all overadvances have been repaid. [Management does
not foresee any need for additional temporary overadvances in the next twelve
months.]
On May 1, 2000, Bank of America and Reunion Industries entered into a
letter agreement to provide Reunion with a temporary overadvance availability
under the Bank of America revolving credit facility of up to $1.5 million.
This letter agreement expired on May 30, 2000. Proceeds from this
overadvance, which was not fully drawn down, were used for the Company's May
1, 2000 $1.623 million semi-annual interest payment on its $24,975,000 of
outstanding 13% senior notes. Reunion paid Bank of America a $50,000
overadvance fee in connection with this letter agreement.
Upon the expiration of the May 1, 2000 letter agreement, Reunion and Bank
<PAGE> 29
of America entered into a letter agreement dated June 1, 2000 to provide
Reunion with a temporary overadvance availability under the Bank of America
revolving credit facility of up to $2.0 million. This letter agreement
expired on June 16, 2000. Proceeds from this overadvance were used to fund
changes in working capital. Reunion paid Bank of America a $100,000
overadvance fee in connection with this letter agreement.
Upon the expiration of the June 1, 2000 letter agreement, Reunion and
Bank of America entered into a first amendment to the Bank of America
financing and security agreement dated June 26, 2000 to provide Reunion with a
special availability loan under the Bank of America revolving credit facility
of up to $5.0 million. The amount of the special availability loan was $5.0
million from June 17, 2000 through July 14, 2000; $4.5 million from July 15,
2000 through July 31, 2000 and was reduced to zero thereafter. Proceeds from
this special availability loan were used to fund changes in working capital.
The first amendment provided for weekly special availability fees to be paid
to Bank of America by Reunion in the amount of $75,000 per week if the amount
of the special availability loan was equal to or greater than $4.0 million;
$50,000 per week if the amount of the special availability loan was equal to
or greater than $2.0 million but less than $4.0 million and $25,000 per week
if the amount of the special availability loan was less than $2.0 million.
Reunion paid Bank of America fees totaling $425,000 over the term of this
special availability loan.
Upon the expiration of the June 26, 2000 first amendment to the Bank of
America financing and security agreement, Reunion and Bank of America entered
into a second amendment to the Bank of America financing and security
agreement dated August 1, 2000 to provide Reunion with a special availability
loan under the Bank of America revolving credit facility of up to $3.5
million. The amount of the special availability loan was $3.5 million from
August 1, 2000 through August 21, 2000; $3.0 million from August 22, 2000
through August 31, 2000 and was reduced to zero thereafter. Proceeds from
this special availability loan were being used to fund changes in working
capital. The second amendment provided for weekly special availability fees
to be paid to Bank of America by Reunion in the amount of $50,000 per week if
the amount of the special availability loan was greater than $3.0 million and
$25,000 per week if the amount of the special availability loan was equal to
or less than $3.0 million. Reunion paid Bank of America fees totaling
$125,000 under this special availability loan.
[Management believes that the Company's cash flow from operations,
together with these credit facilities, will be sufficient for the Company's
operating requirements, including capital expenditure and debt service, over
the next twelve months.]
Chatwins Group was required to make sinking fund payments to redeem $12.5
million principal amount of the senior notes on May 1 in each of 2000 through
2003 at face value plus accrued interest and to offer to purchase $25 million
of the senior notes on June 1, 2000 at face value plus accrued interest. In
February 2000, Chatwins Group solicited the holders of the $49,975,000 of 13%
senior notes outstanding asking them to waive their right to participate in
the June 1, 2000 $25.0 million purchase offer, of which $47,450,000 agreed to
waive such right resulting in a maximum purchase offer obligation on June 1,
2000 of $2,525,000.
<PAGE> 30
Reunion assumed the obligations of Chatwins Group under the indenture
governing the 13% senior notes. As such, on June 1, 2000 Reunion made the
required offer to purchase $2,525,000 of senior notes, of which holders of
only $120,000 of senior notes tendered. However, the $25.0 million of 13%
senior notes repaid from the merger proceeds was and can be applied against
Reunion's obligations for sinking fund payments and the purchase offer as
follows (in thousands):
May 1, June 1, May 1,
2000 2000 2001 Total
-------- -------- -------- --------
Sinking fund payment or
purchase offer obligation $ 12,500 $ 120 $ 12,500 $ 25,120
$25.0 million applied to
obligations (12,500) (120) (12,380) (25,000)
-------- -------- -------- --------
Maximum required payment $ - $ - $ 120 $ 120
======== ======== ======== ========
Therefore, only $120,000 principal amount of 13% senior notes is
scheduled to be repaid in May 2001, $12.5 million is scheduled to be repaid in
May 2002 and the remaining balance is scheduled to be repaid in May 2003.
[Management believes there will be sufficient funds available under its
revolving credit facility to make the required sinking fund payment of
$120,000 on May 1, 2001.]
The Indenture governing the 13% senior notes also includes covenants
which restrict or prohibit: incurrence of indebtedness outside its revolving
credit facility unless interest coverage tests are met; dividends, stock
repurchases, loans, investments and retirements of junior debt; liens and
encumbrances on assets; transactions with affiliates; sales of assets at less
than fair value and for less than 75% cash consideration; and mergers,
consolidations and the sale of substantially all assets.
The indenture also requires that the company maintain EBITDA (as defined
in the indenture) of at least $7.2 million on a last twelve months basis at
the end of each fiscal quarter and that the company offer to repurchase some
or all of the 13% senior notes upon a change of control or the sale of a
significant amount of assets where the proceeds are not reinvested in other
manufacturing assets within 180 days of the sale. In the first nine months of
2000, the Company generated over $18.5 million of EBITDA.
On August 31, 2000, the Company sold its Irish plastics subsidiary, Data
Packaging, Ltd. The net proceeds of $10.0 million from the sale were used to
repay $4.1 million of revolving credit facility borrowings, $1.6 million of
term loan A debt and $4.3 million of term loan B debt.
On October 27, 2000, the Company sold substantially all of its wine grape
agricultural operations and real estate holdings in Napa County, California.
The $16.5 million net proceeds from the sale after transaction-related costs
were used to reduce debt.
Summary of 2000 Activities
Cash and cash equivalents totaled $0.8 million at September 30, 2000.
During the first nine months of 2000, cash and cash equivalents increased $0.5
million, with $2.1 million provided by operations, $9.0 million provided by
investing activities and $10.5 million used in financing activities.
<PAGE> 31
Operating Activities
Cash provided of $2.1 million by operating activities in the first nine
months of 2000 was the result of increased profitability partially offset by
funding changes in working capital.
Investing Activities
The company sold its Irish plastics business for $10.0 million in net cash
proceeds. Capital expenditures were $3.5 million and $0.1 million was used to
acquire the common stock of Kingway. Investing activities also provided $2.7
million of cash acquired in the merger.
Financing Activities
Proceeds from new term loan borrowings totaled $30.8 million, consisting
of $25.8 million of the term loan A facility and $5.0 million of the term loan
B facility. Repayments of Chatwins Group's and Reunion's former revolving
credit facilities with the proceeds from the new revolving credit facility and
the $4.1 million of revolving credit facility borrowings repaid using a
portion of the proceeds from the sale of the Irish plastics business are
reflected in the $23.5 million net change in revolving credit facilities. The
Company made other repayments of debt with the refinancing proceeds totaling
$51.8 million and paid $1.4 million in financing fees and closing costs.
During the period since the merger, the Company made scheduled payments
totaling $2.5 million on its term loan A and B facilities and an additional
$1.6 million of term loan A debt and $4.3 million of term loan B debt were
repaid using a portion of the proceeds from the sale of the Irish plastics
business. The term loan B is fully repaid. Other debt repayments totaling
$2.9 million were made, including the debt of the Irish plastics business and
capital leases obligations.
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.
<PAGE> 32
PART II. OTHER INFORMATION
Item 5. Other Information
On June 14, 2000, the Company's Board of Directors approved the exchange
of its Series A and Series B preferred stocks for 3,245,515 shares of the
Company's common stock at an exchange price of $5.00 per share. The Series A
and Series B preferred stocks were issued in connection with the March 16,
2000 merger with Chatwins Group and acquisition of Kingway, and had an
aggregate liquidation value of $16.2 million. The closing market price of
Reunion's common stock was $1.00 on that date.
The Series A preferred stock was issued to holders of Chatwins Group's
Class D, Series A, B and C preferred stock in exchange for their shares.
Since its incorporation on May 12, 1988, Chatwins Group has had several
classes of preferred stock outstanding. Since that time, Chatwins Group made
liquidation value and dividend accretions totaling $15.0 million recorded as
charges to retained earnings. Of the $15.0 million of such charges, $12.5
million related to its Class D, Series A, B and C preferred stock. Since May
12, 1988, Chatwins Group made payments for redemptions and dividends totaling
$3.5 million related to such preferred stock. Accordingly, $9.0 million of
such charges on its Class D, Series A, B and C preferred stock remained
unpaid.
Because Chatwins Group was considered the acquirer in the merger (see
Part I, Item 1, Note 2), Reunion Industries' accumulated deficit at September
30, 2000 is primarily comprised of the historical activity of Chatwins Group
which includes its historical results of operations, dividends declared and
paid and the $9.0 million of unpaid liquidation value and dividend accretions.
Because the newly merged Reunion's accumulated deficit is largely a legacy of
the former Chatwins Group's preferred stock accretions, the Company is
providing the following supplemental disclosure of the components of the $4.9
million accumulated deficit at September 30, 2000 so as to separate operating
results from preferred stock accretions and dividends paid. Such amounts are
as follows (in 000's)(unaudited):
Components
of Reunion's
Accumulated
Deficit
------------
Accumulated deficit on May 12, 1988 (date of
incorporation of Chatwins Group) $ (13)
Cumulative net income (including post-merger
net income of $3,995) 11,442
Preferred stock liquidation accretions, all classes (7,728)
Preferred stock dividend accretions, all classes (7,293)
Dividends paid (435)
--------
Accumulated deficit at September 30, 2000 $ (4,027)
========
<PAGE> 33
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed herewith in accordance
with Item 601 of Regulation S-K:
Exhibit No. Exhibit Description
----------- -------------------
27 Financial Data Schedule (electronically
filed report only).
(b) Reports on Form 8-K
On September 15, 2000, the Company filed a Current Report on Form 8-K
dated August 31, 2000 to report under Items 2 and 7 that the Company had
completed the sale of its Irish plastics business and to file the required pro
forma financial information and exhibits.
<PAGE> 34
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 14, 2000 REUNION INDUSTRIES, INC.
----------------- (Registrant)
By: /s/ Kimball J. Bradley
-------------------------------
Kimball J. Bradley
President and Chief
Operating Officer
By: /s/ John M. Froehlich
-------------------------------
John M. Froehlich
Executive Vice President, Finance
and Chief Financial Officer
(chief financial and accounting officer)
