<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 March 31, 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.)
300 WEYMAN PLAZA, SUITE 340
PITTSBURGH, PENNSYLVANIA 15236
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(412) 885-5501
----------------------------------------------------
(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 April 30, 2000, 11,990,109 shares of common stock, par value $.01 per
share, were outstanding.
Page 1 of 24 pages.
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FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act which are intended to be covered by the safe harbors created thereby.
Those statements include, but may not be limited to, the discussions of the
Company's expectations concerning results of operations, growth strategies and
penetrations of new markets, mergers and joint ventures, financings and/or
refinancings, transactions with affiliates, the effects of the year 2000 (Y2K)
on electronic technology on which the Company is directly or indirectly
dependent and assumptions regarding certain matters. Also, when the words
"believes," "expects," "anticipates," "intends," "estimates," "plans," or
similar terms or expressions are used in this report, forward-looking
statements are being made. 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
March 31, 2000 (unaudited) and December 31, 1999 4
Condensed Consolidated Statement of Income and
Comprehensive Income for the three months ended
March 31, 2000 and 1999 (unaudited) 5
Condensed Consolidated Statement of Cash Flows for
the three months ended March 31, 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 15
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 23
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits 23
(b) Reports on Form 8-K 23
SIGNATURES 24
<PAGE> 4
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AT MARCH 31, 2000 AND DECEMBER 31, 1999
(in thousands)
At March 31, At December 31,
2000 1999
----------- --------------
(unaudited)
ASSETS:
Cash and cash equivalents $ 2,833 $ 252
Receivables, net 39,829 25,787
Inventories, net 21,217 12,648
Other current assets 5,245 3,179
-------- --------
Total current assets 69,124 41,866
Property, plant and equipment, net 55,542 16,675
Investments, net - 6,270
Due from related parties 1,356 3,144
Goodwill, net 21,690 3,371
Other assets, net 13,836 9,694
-------- --------
Total assets $161,548 $ 81,020
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Revolving credit facilities $ 30,001 $ 5,834
Current maturities of debt 9,717 25,022
Current maturities of debt - related party 2,999 -
Trade payables 19,652 12,543
Other current liabilities 14,206 6,343
Net liabilities of discontinued
operations 2,845 3,011
-------- --------
Total current liabilities 79,420 52,753
Long-term debt 58,046 24,997
Long-term debt - related party 1,017 -
Other liabilities 4,218 1,883
-------- --------
Total liabilities 142,701 79,633
Commitments and contingent liabilities - -
Minority interests 3,268 -
Redeemable preferred stock - 8,938
Stockholders' equity 15,579 (7,551)
-------- --------
Total liabilities and stockholders' equity $161,548 $ 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 MONTHS ENDED MARCH 31, 2000 AND 1999
(in thousands, except per share information)(unaudited)
Three Months Ended
March 31, March 31,
2000 1999
-------- --------
Operating revenue:
Metals Group $ 32,457 $ 33,643
Plastics Group 3,103 -
Agriculture 53 -
-------- --------
Total sales 35,613 33,643
-------- --------
Cost of sales:
Metals Group 26,418 27,293
Plastics Group 2,568 -
Agriculture 50 -
-------- --------
Total cost of sales 29,036 27,293
-------- --------
Gross profit 6,577 6,350
Selling, general & administrative 4,071 3,146
Other expense, net 290 153
-------- --------
Operating profit 2,216 3,051
Interest expense, net 2,187 1,817
Equity in loss of continuing operations
of affiliate 296 641
-------- --------
Income (loss) from continuing operations
before income taxes (267) 593
Provision for (benefit from) income taxes (109) 222
-------- --------
Income (loss) from continuing operations (158) 371
Loss from discontinued operations, net of tax - (447)
-------- --------
Loss before cumulative effect of change
in accounting principle and extraordinary items (158) (76)
Cumulative effect of change in accounting
principle, net of tax - (176)
-------- --------
Loss before extraordinary items (158) (252)
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 loss and comprehensive loss $ (1,222) $ (252)
======== ========
<PAGE> 6
REUNION INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999(continued)
(in thousands, except per share information)(unaudited)
Three Months Ended
March 31, March 31,
2000 1999
-------- --------
Loss applicable to common stockholders $ (1,386) $ (366)
======== ========
Earnings per common share - basic and diluted:
Continuing operations $ (0.03) $ 0.03
Discontinued operations - (0.05)
Change in accounting principle - (0.02)
Extraordinary items (0.11) -
-------- --------
Loss per common share - basic $ (0.14) $ (0.04)
======== ========
Weighted average shares
outstanding - basic and diluted (1) 9,910 9,500
======== ========
See accompanying notes to condensed consolidated financial statements.
(1) - Weighted average shares outstanding for the three months ended March 31,
1999 has 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 THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(in thousands)
(unaudited)
Three Months Ended
March 31, March 31,
2000 1999
-------- --------
Cash provided by (used in) operating activities $ (1,258) $ 1,234
-------- --------
Cash flow from investing activities:
Capital expenditures (572) (944)
Acquisition of Kingway common stock (100) -
Cash acquired in merger 2,666 -
-------- --------
Cash provided by (used in) investing activities 1,994 (944)
-------- --------
Cash flow from financing activities:
Proceeds from issuance of debt 30,800 -
Net change in revolving credit facilities 24,167 (399)
Repayments of debt (50,642) (48)
Repayments of debt - related party (1,076) -
Payments of deferred financing costs and closing fees (1,404) -
-------- --------
Cash provided by (used in) financing activities 1,845 (447)
-------- --------
Net increase (decrease) in cash and cash equivalents 2,581 (157)
Cash and cash equivalents, beginning of year 252 341
-------- --------
Cash and cash equivalents, end of period $ 2,833 $ 184
======== ========
See accompanying notes to condensed consolidated financial statements.
<PAGE> 8
REUNION INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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
month period ended March 31, 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. Chatwins Group 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. Chatwins Group, through its five
manufacturing divisions, designs, manufactures and markets a broad range of
metal fabricated and machined industrial parts and products, primarily for
sale to original equipment manufacturers in a variety of industries. Reunion
is primarily engaged in the manufacture of high volume, precision plastics
products, providing engineered plastics services and compounding and molding
thermoset polyester resins. Reunion also has wine grape agricultural
operations in Napa County, California.
As used herein, the term "Company" refers to the merged businesses
subsequent to the merger and to Chatwins Group, as the acquirer for purposes
of applying purchase accounting, as the text indicates.
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
<PAGE> 9
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.
The non-cash purchase price in the merger was $8.1 million, based on
2,490,000 shares of Reunion common stock not owned by Chatwins Group at March
16, 2000 valued at $3.25 per share, 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 $29.9 million of fixed and other
assets. Liabilities assumed included approximately $9.9 million of current
liabilities and $21.6 million of noncurrent liabilities.
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. Dividends on
the Reunion Series A preferred stock are senior to dividends on its common
stock but junior to dividends on its Series B preferred stock, also issued at
the time of the merger in a related transaction. Subject to Delaware law and
restrictions in its debt agreements, Series A preferred stock may be redeemed
at Reunion's option if no shares of Series B preferred stock are outstanding.
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.
In the merger, Reunion assumed the obligations of Chatwins Group under
the indenture governing the remaining $24,975,000 of 13% senior notes. The
indenture provides that up to $2,525,000 principal amount of the 13% senior
notes is scheduled to be repaid in May 2001, $12,500,000 is scheduled to be
repaid in May 2002 and the remainder is scheduled to be repaid in May 2003.
<PAGE> 10
Long-term debt consists of the following (in thousands):
At March 31, At December 31,
2000 1999
----------- --------------
(unaudited)
13% senior notes due May 1, 2003 (net of
unamortized discount of $23 and $52) $ 24,952 $ 49,923
Term loan A due March 16, 2007 25,800 -
Term loan B due March 16, 2003 5,000 -
Other 12,011 96
Other - related parties 4,016 -
-------- --------
Total long-term debt 71,779 50,019
Current maturities (9,717) (25,022)
Current maturities - related party (2,999) -
-------- --------
Total long-term debt, less current maturities $ 59,063 $ 24,997
======== ========
Acquisition of Kingway
Simultaneously with the merger, Reunion acquired Stanwich Acquisition
Corporation (SAC), an affiliated company, doing business as Kingway Material
Handling (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 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 negative
goodwill and is being amortized over 15 years.
In the acquisition, holders of SAC's preferred stock received in exchange
for their 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. Dividends on the
Reunion Series B preferred stock are senior to dividends on its common stock
and its Series A preferred stock, issued in the merger of Reunion and Chatwins
Group. Subject to Delaware law and restrictions in its debt agreements,
Series B preferred stock may be redeemed at Reunion's option. The redemption
amount is the redemption price plus accumulated unpaid dividends.
<PAGE> 11
Pro Forma Financial Information
Certain summarized pro forma financial information related to Reunion as
if the merger and acquisition of Kingway occurred at the beginning of each of
the three month periods ended March 31, 2000 and 1999 is set forth below (in
thousands)(unaudited):
Three Months Ended
March 31, March 31,
2000 1999
-------- --------
Net sales $ 53,484 $ 57,380
======== ========
Loss from continuing operations $ (101) $ (341)
======== ========
Basic and diluted EPS from continuing operations $ (0.05) $ (0.08)
======== ========
Net loss $ (101) $ (964)
======== ========
Basic and diluted EPS $ (0.05) $ (0.14)
======== ========
The pro forma loss from continuing operations for the three months ended
March 31, 1999 includes a provision of $1.0 million for Bargo litigation
judgment and related costs. The Bargo litigation was settled in the third
quarter of 1999.
NOTE 3: INVENTORIES
Inventories are comprised of the following (in thousands):
At March 31, At December 31,
2000 1999
----------- --------------
(unaudited)
Raw materials $ 7,097 $ 5,228
Work-in-process 5,740 3,866
Finished goods 8,450 3,625
------- -------
Total inventories 21,287 12,719
Less: LIFO reserves (70) (71)
------- -------
Inventories $21,217 $12,648
======= =======
<PAGE> 12
NOTE 4: STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE
The following represents a reconciliation of the change in stockholders'
equity for the three month period ended March 31, 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 activity 117 500 8,015 15,815 - 24,447
Net loss - - - - (1,222) (1,222)
Preferred stock
accretions - - - 69 (164) (95)
---- ----- ------- ------- -------- --------
At March 31,
2000 $120 $ - $ 8,888 $15,884 $ (9,313) $ 15,579
==== ===== ======= ======= ======== ========
The computations of basic and diluted earnings per common share (EPS) for
the three month periods ended March 31, 2000 and 1999 are as follows (in
thousands, except per share amounts)(unaudited):
Income Shares EPS
-------- -------- -------
Three months ended March 31, 2000:
Net loss $ (1,222)
Less: Preferred stock dividend accretions (164)
--------
Income available to common stockholders,
shares outstanding and basic
and diluted EPS $ (1,386) 9,910 $ (0.14)
======== ======== =======
Three months ended March 31, 1999:
Net loss $ (252)
Less: Preferred stock dividend accretions (114)
--------
Income available to common stockholders,
shares outstanding and basic
and diluted EPS $ (366) 9,500 $ (0.04)
======== ======== =======
The assumed conversion of potentially dilutive instruments is anti-
dilutive in both the three month periods ended March 31, 2000 and 1999.
Therefore, basic and dilutive EPS are the same in each period. At March 31,
2000, the Company's stock options and warrants outstanding totaled 543,000,
all of which were at exercise prices equal to or above the current market
price of the underlying security. Weighted average shares outstanding for the
three months ended March 31, 1999 has been restated to give effect to the
recapitalization of Chatwins Group in connection with the merger.
<PAGE> 13
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 $262 and has accrued an
additional $133 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> 14
March 31, 2000, the remaining balance accrued by the Company for remediation
costs was $1,318. 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, which is comprised of the pre-merger business units of
Chatwins Group and Kingway
. the Plastics Group, which is comprised of the pre-merger plastics
business units of Reunion
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 manufactures precision molded plastic parts and
provides engineered plastics services to more than 500 original equipment
manufacturers.
Reunion also has wine grape agricultural operations in Napa County,
California.
<PAGE> 15
The following represents the disaggregation of financial data (in
thousands)(unaudited):
Capital Total
Net Sales EBITDA(1) Spending Assets
--------- --------- --------- ---------
Three months ended and at
March 31, 2000:
Metals Group $ 32,457 $ 3,728 $ 566 $ 80,438
Plastics Group (since
March 17, 2000) 3,103 264 - 46,136
Agriculture (since
March 17, 2000) 53 (10) - 19,481
Corporate and other - (749) 6 14,048
-------- -------- -------- --------
Totals $ 35,613 3,233 $ 572 $160,103
======== ======== ========
Depreciation and amortization(2) (1,017)
Interest expense (2,187)
Equity in loss of continuing
operations of affiliate (296)
--------
Loss from continuing operations
before income taxes $ (267)
========
Three months ended March 31, 1999
and at December 31, 1999:
Metals Group $ 33,643 $ 4,408 $ 601 $ 63,948
Corporate and other - (560) 12 17,072
Discontinued operations - - 331 -
-------- -------- -------- --------
Totals $ 33,643 3,848 $ 944 $ 81,020
======== ======== ========
Depreciation and amortization(2) (797)
Interest expense (1,817)
Equity in loss of continuing
operations of affiliate (641)
--------
Income from continuing operations
before income taxes $ 593
========
(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 $252,000 and $180,000
for the three month periods ended March 31, 2000 and 1999, respectively, which
is included in interest expense.
<PAGE> 16
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. Chatwins Group, through its
five manufacturing divisions, designs, manufactures and markets a broad range
of metal fabricated and machined industrial parts and products, primarily for
sale to original equipment manufacturers in a variety of industries. Reunion
is primarily engaged in the manufacture of high volume, precision plastics
products, providing engineered plastics services and compounding and molding
thermoset polyester resins. Reunion also has wine grape agricultural
operations in Napa County, California.
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.
As used herein, the term "Company" refers to the merged businesses
subsequent to the merger and to Chatwins Group, as the acquirer for purposes
of applying purchase accounting, as the text indicates.
The non-cash purchase price in the merger was $8.1 million, based on
2,490,000 shares of Reunion common stock not owned by Chatwins Group at March
16, 2000 valued at $3.25 per share, 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 $29.9 million of fixed and other
assets. Liabilities assumed included approximately $9.9 million of current
liabilities and $21.6 million of noncurrent liabilities.
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
<PAGE> 17
payable as and when declared by Reunion's Board of Directors. Dividends on
the Reunion Series A preferred stock are senior to dividends on its common
stock but junior to dividends on its Series B preferred stock, also issued at
the time of the merger in a related transaction. Subject to Delaware law and
restrictions in its debt agreements, Series A preferred stock may be redeemed
at Reunion's option if no shares of Series B preferred stock are outstanding.
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.
In the merger, Reunion assumed the obligations of Chatwins Group under
the indenture governing the remaining $24,975,000 of 13% senior notes. The
indenture provides that up to $2,525,000 principal amount of the 13% senior
notes is scheduled to be repaid in May 2001, $12,500,000 is scheduled to be
repaid in May 2002 and the remainder is scheduled to be repaid in May 2003.
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 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 negative
goodwill and is being amortized over 15 years.
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
<PAGE> 18
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, which is comprised of the pre-merger business units of
Chatwins Group and Kingway
. the Plastics Group, which is comprised of the pre-merger plastics
business units of Reunion
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 March 31, 2000 Compared to
Three Months Ended March 31, 1999
Metals Group
Metals Group sales for the first quarter of 2000 totaled $32.5 million,
compared to $33.6 million for the first quarter of 1999, a decrease of $1.1
million, or 4%. A sales increase of $2.6 million in the Metals Group's
material handling and computer-assisted picking systems product line
(including $1.3 million from Kingway since it was acquired by the Company on
March 16, 2000) was more than offset by decreases of $1.9 million in seamless
pressure vessels and $1.8 million in heavy-duty crane sales. The increase in
material handling sales reflects increased demand and large project bid wins.
The decrease in pressure vessel sales in the first quarter of 2000 was due to
a decline in order levels in the fourth quarter of 1999 compared to 1998. The
Company anticipates an improvement in pressure vessel sales in the second
quarter of 2000 due to strong first quarter order levels. Heavy-duty crane
sales continue to be impacted by weak order levels due to a downturn in large
capital projects 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 federal
transportation spending on bridges through the year 2004. Sales of cylinders
and leaf springs remained flat when compared to the 1999 first quarter.
Metals Group gross profit for the first quarter of 2000 was $6.0 million,
or 18.6%, compared to $6.4 million for the first quarter of 1999, or 18.9%, a
decrease of $0.4 million. Gross profit decreased during the 2000 first
quarter compared to the 1999 first quarter primarily due to the decrease in
volume while gross profit as a percentage of sales decreased due to a change
<PAGE> 19
in product mix, from the higher margin seamless pressure vessels to the
slightly lower margin material handling systems.
Plastics Group
Plastics Group sales for in the first quarter of 2000 since the March 16,
2000 merger totaled $3.1 million. Such sales resulted in a Plastics Group
gross profit of $0.5 million, or 17.2%. A comparison of such results to prior
period results is not applicable as, in the merger, the Plastics Group was
acquired in a transaction accounted for as a purchase.
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the first quarter
of 2000 were $4.1 million, compared to $3.2 million for the first quarter of
1999, an increase of $0.9 million. SGA expenses in the 2000 first quarter
include approximately $0.6 million of SGA from the Plastics Group, Agriculture
and the acquired Kingway which were not present in the 1999 first quarter.
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 11.4% for the 2000 first quarter compared to 9.4% in the 1999
first quarter. SGA as a percentage of sales was higher in the 2000 first
quarter compared to 1999 due to the additions of the Plastics Group,
Agriculture and the acquired Kingway, whose combined SGA as a percentage of
related sales was 12.7%, and the increase in pre-merger related professional
fees at Chatwins Group.
Other Expense
Other expense for the first quarter of 2000 was $0.3 million, compared to
other expense of $0.2 million for the first quarter of 1999, a net increase of
$0.1 million. There were no individually significant or offsetting items in
either of the first quarters of 2000 or 1999.
Interest Expense
Interest expense, net, for the first quarter of 2000 was $2.2 million,
compared to $1.8 million for the first quarter of 1999 plus $0.7 million
allocated to discontinued operations, indicating a decrease of $0.3 million.
The overall decrease in interest expense reflects a decrease in borrowing
levels under revolving credit facilities due to the application of the
proceeds of $32.1 million from the sale of Chatwins Group's domestic grating
business in September 1999 to borrowings under its then existing revolving
credit facility. 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, due to the higher level of debt of the
post-merger company.
Equity Results
Equity in loss of continuing operations of affiliate in the first
quarters 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 tax benefit from continuing operations of $0.1 million for
<PAGE> 20
the first quarter of 2000 compared to a tax provision of $0.2 million for the
first quarter of 1999. The tax benefit in the 2000 first quarter and tax
provision in the 1999 first quarter is directly related to the level of pre-
tax operating results in each period.
Discontinued Operations
There was a loss from discontinued operations during the first quarter of
1999 of more than $0.4 million, net of taxes of $0.2 million. Loss from
discontinued operations was comprised of the discontinued grating business of
Chatwins Group and includes allocated interest expense of $0.7 million in the
1999 first quarter.
Cumulative Effect of Change in Accounting Principle
Effective January 1, 1999, Chatwins Group adopted the AICPA's Statement
of Position 98-5, "Reporting on the Costs of Start-up Activities," which
requires that the costs of start-up activities be expensed as incurred. Such
adoption is reported as the cumulative effect of a change in accounting
principle in the first quarter of 1999 and resulted in the write-off of
$176,000 of start-up costs, net of taxes of $91,000.
Extraordinary Items
The losses from extraordinary items in the 2000 first quarter 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
Except for its foreign subsidiaries and agricultural operations, 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. The
Company's foreign subsidiaries and agricultural operations are self-
sustaining, except that the agricultural operations will require $0.7 million
annually for debt service if the property is not sold. The Company does not
provide day-to-day operating funds to the foreign subsidiaries and
agricultural operations nor does the Company guarantee any of their
indebtedness. 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
<PAGE> 21
principal payments, and a $2.7 million capital expenditures facility
amortizing in 60 monthly principal payments. 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.
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 is payable monthly at a fixed rate of 15%. Additional
interest will accrue on term loan B to yield a total return of 20%. The
additional interest is payable when term loan B is fully repaid.
The Bank of America credit facilities are collateralized by a first
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 cash flow coverage and leverage tests. In
addition, the facilities contain various affirmative and negative covenants,
including limitations on stockholder and related party distributions. 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 raw materials, finished goods and work in process
inventories.
Proceeds from initial borrowings under the Bank of America credit
facilities were used to repay ORCplastics' 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. 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.
On May 1, 2000, the Bank of America revolving credit facility was amended
to provide a temporary overadvance availability of up to $1.5 million.
Proceeds from this overadvance, which was not fully drawn down, were used for
the Company's May 1, 2000 $1.625 million semi-annual interest payment on the
13% senior notes.
<PAGE> 22
Reunion assumed the obligations of Chatwins Group under the indenture
governing the remaining $25.0 million of 13% senior notes. The indenture
provides that up to $2.5 million principal amount of the 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. 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.
Summary of 2000 Activities
Cash and cash equivalents totaled $2.8 million at March 31, 2000. Of the
$2.8 million in cash at March 31, 2000, $1.2 million was in the foreign
subsidiaries and $1.0 million was in the agricultural operations. During the
first quarter of 2000, cash and cash equivalents increased $2.6 million, with
$1.2 million used in operations, $2.0 million provided by investing activities
and $1.8 million provided by financing activities.
Operating Activities
Cash used of $1.2 million for operating activities in the first quarter
of 2000 was the result of changes in working capital, primarily a reduction in
trade payables.
Investing Activities
Capital expenditures were $0.6 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,
are reflected in the $24.2 million net change in revolving credit facilities.
The Company made other repayments of debt totaling $51.8 million with the
refinancing proceeds and paid $1.4 million in financing fees and closing
costs.
THE YEAR 2000
The year 2000 issue refers to the potential for disruption to business
activities caused by system and processing failures of date-related
<PAGE> 23
calculations, and is the result of computer-controlled systems using two
digits rather than four to define the year potentially causing the inadvertent
recognition of "00" as the year 1900 rather than the year 2000. This could
result in system failure or miscalculation causing disruptions of operations,
including among other things, an inability to process transactions, send
invoices, or engage in other critical business activities.
To date, the Company has not experienced any material year 2000 issues or
business interruptions, either its own or third parties with which it conducts
business, from the coming of the year 2000. However, the Company cannot
assure that year 2000 issues will not be experienced in the future. The
Company continues to monitor its own systems and those of third parties with
which it conducts business for any year 2000 problems.
The Company has incurred approximately $0.1 million in its assessment and
remediation of potential year 2000 issues and does not expect to incur any
further year 2000 related costs.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no significant changes in the market risk factors which
affect the Company since the end of the preceding fiscal year.
PART II. OTHER INFORMATION
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 March 31, 2000, the Company filed a Current Report on Form 8-K dated
March 16, 2000 to report under Items 2, 5 and 7 that the Company had completed
a merger with Chatwins Group and other related matters and to report that the
required financial information would be filed at a later time. On May 4,
2000, the Company amended Item 7 of this Current Report on Form 8-K to
provided the required financial information.
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: May 15, 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)
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's financial statements included in the Form 10-Q for the period-end
indicated below and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
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<TOTAL-ASSETS> 160,103
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0
15,884
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