<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or
15(d) of The Securities Act of 1934
Date of Report (Date of earliest event reported):
June 1, 1998 (May 12, 1998)
RECYCLING INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-20179 84-1103445
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification
of incorporation) Number)
9780 South Meridian Blvd., Suite 180
Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 790-7372
Not Applicable
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(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On various dates between May 12, 1998 and June 1, 1998, the Registrant issued
the press releases attached hereto as Exhibit 99.1 through 99.7 (collectively,
the "Press Releases"). The information contained in the such Press Releases are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) EXHIBIT
NUMBER DESCRIPTION
----------------------
<TABLE>
<S> <C>
99.1 Press Release of Registrant dated May 12, 1998.
99.2 Press Release of Registrant dated May 14, 1998.
99.3 Press Release of Registrant dated May 22, 1998.
99.4 Press Release of Registrant dated May 26, 1998.
99.5 Press Release of Registrant dated May 29, 1998.
99.6 Press Release of Registrant dated June 1, 1998.
99.7 Press Release of Registrant dated June 2, 1998.
</TABLE>
<PAGE>
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 hereunto duly authorized.
RECYCLING INDUSTRIES, INC.
By /s/ Thomas J. Wiens
--------------------
Date June 1, 1998
-----------------
Title Chairman
----------------
<PAGE>
EXHIBIT 99.1
ACQUISITIONS INCREASE REVENUES BY 449%
(May 12, 1998) - ENGLEWOOD, Colorado - Recycling Industries, Inc., (NASDAQ-NMS:
RECY), a company engaged in the acquisition, consolidation and operation of
metal recycling companies, today announced record revenues for its fiscal 1998
second quarter ended March 31, 1998 of $69.7 million, an increase of 449%
compared to $12.7 million for the same period one year earlier. Earnings
before interest, taxes, depreciation, and amortization (EBITDA) for the quarter
ended March 31, 1998 were $8.2 million, an increase of $6.7 million over the
$1.5 million EBITDA for the same quarter last year. Earnings before income taxes
for the March 31, 1998 quarter were $1.012 million nearly doubling the $526,000
of earnings before tax for the period a year earlier. Net earnings for the
second quarter of fiscal 1998 were $606,000, or $0.01 per common share compared
to $821,000, which included a $500,000 income tax benefit, for the same period
one year earlier or $0.04 per common share.
For the six months ended March 31,1998 revenues totaled $101.1 million, an
increase of 330% compared to $23.5 million in 1997. EBITDA for the six months
was $12.0 million, an increase of $9.9 million over the $2.1 million EBITDA for
the same period one year earlier.
Earnings before income taxes for the six months ended March 31, 1998 were $1.3
million compared to $171,000 for the same period one year ago. The Company
recorded net earnings of $794,000, an increase of 70% over the same period one
year ago, before a $2.4 million extraordinary charge from early extinguishment
of debt. The Company recorded a net loss after the extraordinary charge for the
six months ended March 31, 1998 of ($1.6) million, or ($0.09) per common share
compared to net earnings of $186,000, which includes a $500,000 income tax
benefit, or $0.01 per common share for the same period one year earlier.
Thomas J. Wiens, Chairman and Chief Executive Officer, commented, "The second
quarter reflected the effect of the six companies acquired in December 1997 and
the two companies acquired in April and June of 1997. The Company's operating
income for the three months ending March 31, 1998 was $5.9 million, which was an
increase of 538% compared to $0.9 million for the same quarter last year. As of
March 31, 1998 the Company had total assets of $238.9 million, stockholder's
equity of $65.5 million, current assets-to-current liability ratio of 3.22:1,
and a debt-to-equity ratio of 2.2:1. We believe the Company's positive operating
results and strong balance sheet provide affirmation of the Company's growth
strategy."
<PAGE>
Recycling Industries, Inc. is a consolidator of metals recycling companies,
providing quality, value-added products and services to its customers. Based in
Englewood Colorado, Recycling Industries owns and operates metals processing
facilities in Georgia, Illinois, Iowa, Missouri, Nevada, North Carolina, South
Carolina, Texas, Virginia, and Wisconsin.
Condensed Financial Tables on Following Page
<PAGE>
RECYCLING INDUSTRIES, INC.
REPORT OF OPERATIONS
($000, EXCEPT PER SHARE AMOUNTS)
The following is a report of earnings for: Recycling Industries, Inc., 9780 S.
Meridian Blvd., Suite 180, Englewood, CO 80112 for the three and six months
ended March 31, 1998 and 1997:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
------------------------------------------ ------------------------------------------
PERCENT PERCENT PERCENT PERCENT
1998 OF 1997 OF 1998 OF 1997 OF
(UNAUDITED) SALES (UNAUDITED) SALES (UNAUDITED) SALES (UNAUDITED) SALES
------------------------------------------ ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $69,669 100.0% $12,741 100.0% $101,117 100.0% $23,502 100.0%
Cost of sales and operating expenses 59,277 85.1% 10,361 81.3% 85,753 84.8% 19,813 84.3%
------------------------------------------ ------------------------------------------
Gross profit 10,392 14.9% 2,380 18.7% 15,364 15.2% 3,689 15.7%
Selling, general and administrative expenses 4,456 6.4% 1,450 11.4% 6,893 6.8% 2,663 11.3%
------------------------------------------ ------------------------------------------
Operating income 5,936 8.5% 930 7.3% 8,471 8.4% 1,026 4.4%
------------------------------------------ ------------------------------------------
Other (income) expense:
Interest expense 4,864 7.0% 430 3.4% 7,033 7.0% 889 3.8%
Miscellaneous 60 0.1% (26) (0.2%) 151 0.2% (34) (0.1%)
------------------------------------------ ------------------------------------------
Total other (income) expense 4,924 7.1% 404 3.2% 7,184 7.1% 855 3.6%
------------------------------------------ ------------------------------------------
Earnings before income taxes and
extraordinary charge 1,012 1.5% 526 4.1% 1,287 1.3% 171 0.7%
Provision (benefit) for income taxes 406 0.6% (295) (2.3%) 493 0.5% (295) (1.3%)
------------------------------------------ ------------------------------------------
Earnings before extraordinary charge 606 0.9% 821 6.4% 794 0.8% 466 2.0%
Extraordinary charge on early
extinguishment of debt, net of tax - - - - 2,414 2.4% - -
------------------------------------------ ------------------------------------------
Net earnings (loss) 606 0.9% 821 6.4% (1,620) (1.6%) 466 2.0%
------------------------------------------ ------------------------------------------
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Preferred stock dividends 275 0.4% 280 2.2% 359 0.4% 280 1.2%
------------------------------------------ ------------------------------------------
Net earnings available to common
shareholders $331 0.5% $541 4.3% ($1,979) (2.0%) $186 0.8%
------------------------------------------ ------------------------------------------
------------------------------------------ ------------------------------------------
Basic earnings (loss) per common share:
Before extraordinary item $0.02 $0.04 $0.03 $0.01
Extraordinary item - - (0.14) -
---------- ---------- ---------- ----------
Basic earnings (loss) per common share $0.02 $0.04 ($0.11) $0.01
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average common shares
outstanding 17,982,000 13,881,000 16,732,000 13,837,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Diluted earnings (loss) per common share
Before extraordinary item $0.01 $0.04 $0.01 $0.01
Extraordinary item - - (0.10) -
---------- ---------- ---------- ----------
Diluted earnings (loss) per common share $0.01 $0.04 ($0.09) $0.01
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average common shares outstanding 25,730,000 13,939,000 24,676,000 13,976,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
EBITDA 8,190 11.8% 1,503 11.8% 12,026 11.9% 2,108 9.0%
------------------------------------------ -----------------------------------------
------------------------------------------ -----------------------------------------
</TABLE>
RECYCLING INDUSTRIES, INC.
BALANCE SHEET
($000, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1998 1997
(Unaudited) (Audited)
--------- ---------
<S> <C> <C>
Assets
Current assets $56,461 $15,004
PP&E, net 150,120 33,227
Other assets 32,331 6,848
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Total assets $238,912 $55,079
--------- ---------
--------- ---------
Liabilities
Current liabilities $17,516 $7,448
Long-term debt 139,831 29,456
Other long-term liabilities 14,612 -
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Total liabilities 171,959 36,904
--------- ---------
--------- ---------
Commitments and Contingent Liabilities
Redeemable common stock 1,500 1,500
Stockholders' Equity
Stockholders' equity 65,453 16,675
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Total Liabilities & Equity $238,912 $55,079
--------- ---------
--------- ---------
</TABLE>
The EBITDA calculation (which is not a measure of financial performance under
generally accepted accounting principles) was included as certain investors use
the data to determine the Company's ability to service its indebtedness. EBITDA
is not a substitute for income from continuing operations, net income, or cash
flows presentation under generally accepted accounting principles.
<PAGE>
EXHIBIT 99.2
RECYCLING INDUSTRIES, INC. PRIVATE OFFERING DELAYED
(May 14, 1998) ENGLEWOOD, Colorado /PRNewswire/ - Recycling Industries, Inc.,
(NASDAQ-NMS: RECY-news) a company engaged in the acquisition, consolidation, and
operation of metals recycling companies, today announced that, due to market
conditions, including recent increases in interest rates, it has delayed its
private offering of $250 million aggregate principal amount of Senior notes.
Until market conditions improve, the Company intends to continue its acquisition
efforts using its current and alternative financing sources which are more
favorably priced than the current bond market.
Recycling Industries, Inc. is a rapidly growing consolidator of metals recycling
companies providing quality, value-added products and services to its customers.
Recycling Industries is actively pursuing the acquisition and integration of
metals recycling companies. Based in Englewood, Colorado, the Company owns and
operates metals processing facilities in Georgia, Illinois, Iowa, Missouri,
Nevada, North Carolina, South Carolina, Texas, Virginia and Wisconsin.
The statements included in this press release concerning management's plans and
objectives constitute forward-looking statements made pursuant to the safe
harbor provisions of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. These
statements involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors which could
cause or contribute to such differences include, but are not limited to, factors
detailed in the Company's Securities and Exchange Commission filings; downturns
in the Company's primary markets; disruptions in the Company's operations from
acts of God or extended maintenance; transportation difficulties; the
termination of previously announced acquisitions; and the unavailability of
financing to complete management's plans and objectives, including the
completion of previously announced acquisitions.
<PAGE>
EXHIBIT 99.3
RECYCLING INDUSTRIES, INC. COMPLETES ACQUISITION OF C&J CRUSHING
(May 22, 1998) -ENGLEWOOD, Colorado - Recycling Industries, Inc., (NASDAQ-NMS:
RECY), a company engaged in the acquisition, consolidation, and operation of
metals recycling companies today announced that it has completed the acquisition
of substantially all the assets of C&J Crushing, Inc. located in Landis, N.C.
Tom Wiens, Chairman and CEO of Recycling Industries, said, "C&J Crushing is the
first auto crushing company to be acquired by Recycling Industries and will
supply feed stock to our pending acquisition of Republic Alloys as well as our
other facilities in North Carolina. Completion of C&J Crushing represents
another step in the execution of our long-term industry consolidation program.
We are pleased to welcome C&J Crushing to the Recycling Industries family."
C&J Crushing is located on 3.5 acres of land and operates an AL-Jon auto
crusher, two Case loaders, two Fiat Allis loaders, wheel crusher and a Case
721-B rubber tire loader. C&J Crushing has annual revenues of approximately
$4.8 million. With the completion of this acquisition, combined with the
closing of pending acquisitions previously announced, Recycling Industries
estimated annual historical revenue run rate will be approximately $474
million.
Recycling Industries, Inc. is a rapidly growing consolidator of metals recycling
companies, providing quality, value-added products and services to its
customers. Recycling Industries is actively pursuing the acquisition,
financing, and integration, of metals recycling companies. Based in Englewood;
Colorado, Recycling Industries owns and operates metals processing facilities in
Georgia, Illinois, Iowa, Missouri, Nevada, North Carolina, South Carolina,
Texas, Virginia, and Wisconsin.
The statements included in this press release concerning predictions of economic
performance and management's plans and objectives constitute forward-looking
statements made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. These statements involve risks and uncertainties that
could cause actual results to differ materially from the forward-looking
statements. Factors which could cause or contribute to such differences
include, but are not limited to, factors detailed in the Company's Securities
and Exchange Commission filings; downturns in the Company's primary markets;
disruptions in the Company's operations from acts of God
<PAGE>
or extended maintenance; transportation difficulties; the termination of
previously announced acquisitions; and the unavailability of financing to
complete management's plans and objectives, including the completion of
previously announced acquisitions.
<PAGE>
EXHIBIT 99.4
RECYCLING INDUSTRIES, INC. COMPLETES ACQUISITION OF REPUBLIC ALLOYS INC., AND
PRO RECYCLING, INC.
(May 26, 1998) ENGLEWOOD, Colorado - Recycling Industries, Inc., (NASDAQ-NMS:
RECY), a company engaged in the acquisition, consolidation, and operation of
metals recycling companies today announced that it has completed the
acquisitions of Republic Alloys, Inc. located in Charlotte, NC, and Pro
Recycling, L.L.C. located in Milwaukee, WS.
Tom Wiens, Chairman and CEO of Recycling Industries, said, "I am excited with
the growth and position of our company. Last year at this time we owned and
operated eight facilities in five states. Today, including the closing of
Republic Alloys and Pro Recycling, we own and operate 24 facilities in ten
states. Republic Alloys and Pro Recycling are excellent acquisitions and
complement our operations in North Carolina and Wisconsin. We are very pleased
to have them as members of our fine team. "
Republic Alloys, Inc. is a full-service metal recycling facility, featuring
purchasing and processing of materials from industrial concerns, demolition, and
individual collectors. Pro Recycling, L.L.C. includes the assets of Lewinsky
Iron & Metal Co., Inc. and Recycling World Ltd. which is also a full service
facility that has a wide variety of both ferrous and non-ferrous processing
equipment.
Recycling Industries, Inc. is a rapidly growing consolidator of metals recycling
companies, providing quality, value-added products and services to its
customers. Recycling Industries is actively pursuing the acquisition,
financing, and integration, of metals recycling companies. Based in Englewood,
Colorado, Recycling Industries owns and operates metals processing facilities in
Georgia, Illinois, Iowa, Missouri, Nevada, North Carolina, South Carolina,
Texas, Virginia, and Wisconsin.
The statements included in this press release concerning predictions of economic
performance and management's plans and objectives constitute forward-looking
statements made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. These statements involve risks and uncertainties that
could cause actual results to differ materially from the forward-looking
statements. Factors which could cause or contribute to such differences
include, but are not limited to, factors detailed in the Company's Securities
and Exchange Commission filings; downturns in the Company's primary
<PAGE>
markets; disruptions in the Company's operations from acts of God or extended
maintenance; transportation difficulties; the termination of previously
announced acquisitions; and the unavailability of financing to complete
management's plans and objectives, including the completion of previously
announced acquisitions.
<PAGE>
EXHIBIT 99.5
IMPERIAL CAPITAL LEADS FINANCING
(May 29, 1998) - ENGLEWOOD, Colorado - Recycling Industries, Inc., (NASDAQ-NMS:
RECY), a company engaged in the acquisition, consolidation, and operation of
metals recycling companies today announced that it has completed the placement
of an additional $50 million of subordinated debt at 13% due in 2005 to further
support the Company's consolidation strategy. Imperial Capital, LLC acted as
the placement agent for Recycling Industries in connection with this financing.
Tom Wiens, Chairman and CEO of Recycling Industries, said "We are pleased that
Recycling Industries can access major financial markets in order to implement
the Company's consolidation strategy in the metals recycling industry. This
financing was completed without additional warrants and the majority of
purchasers of the new notes are holders of the notes that were issued in
December."
Proceeds from this financing will be used for completion of announced
acquisitions.
Recycling Industries, Inc. is a rapidly growing consolidator of metals recycling
companies, providing quality, value-added products and services to its
customers. Recycling Industries is actively pursuing the acquisition,
financing, and integration, of metals recycling companies. Based in Englewood,
Colorado, Recycling Industries owns and operates metals processing facilities in
Georgia, Illinois, Iowa, Missouri, Nevada, North Carolina, South Carolina,
Texas, Virginia, and Wisconsin.
The statements included in this press release concerning predictions of economic
performance and management's plans and objectives constitute forward-looking
statements made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. These statements involve risks and uncertainties that
could cause actual results to differ materially from the forward-looking
statements. Factors which could cause or contribute to such differences
include, but are not limited to, factors detailed in the Company's Securities
and Exchange Commission filings; downturns in the Company's primary markets;
disruptions in the Company's operations from acts of God
<PAGE>
or extended maintenance; transportation difficulties; the termination of
previously announced acquisitions; and the unavailability of financing to
complete management's plans and objectives, including the completion of
previously announced acquisitions.
<PAGE>
EXHIBIT 99.6
ACQUISITION OF FEREX CORPORATION
(June 1, 1998) ENGLEWOOD, Colorado - Recycling Industries, Inc., (NASDAQ-NMS:
RECY), a company engaged in the acquisition, consolidation, and operation of
metals recycling companies today announced that it has completed the acquisition
of the stock of Ferex Corporation headquartered in Tyler, TX, as previously
announced April 7,1998.
The Ferex Corporation processes ferrous and non-ferrous material and is one of
the largest metal aggregators and operators in the mobile car crushing industry.
Recycling efforts are conducted through two wholly owned subsidiaries, K&L Auto
Recycling, Inc. and Ferex Metals Recycling, Inc. Ferex Corporation operates 16
scrap collection and processing yards in Texas, Oklahoma, and Arkansas. It
utilizes 6 mobile crushers that operate in a six state geographic region:
Arkansas, Kansas, Missouri, Nebraska, Oklahoma, and Texas. Ferex operates one
non-ferrous shredder and one non-ferrous wire chopper. With the completion of
this acquisition, Recycling Industries owns and operates 40 facilities in 12
states.
Tom Wiens, Chairman and CEO of Recycling Industries, said, "The acquisition of
Ferex Corporation will allow our facilities to operate more efficiently by
working closer with our customers and gaining better access to the supply stream
of materials to our current processing operations. The excellent transportation
network of Ferex will also allow utilization of our existing processing capacity
to be increased. We are excited and pleased to have Ferex join our growing
family of recycling companies."
Recycling Industries, Inc. is a rapidly growing consolidator of metals recycling
companies, providing quality, value-added products and services to its
customers. Recycling Industries is actively pursuing the acquisition,
financing, and integration, of metals recycling companies. Based in Englewood,
Colorado, Recycling Industries owns and operates metals processing facilities in
<PAGE>
Arkansas, Georgia, Illinois, Iowa, Missouri, Nevada, North Carolina, South
Carolina, Oklahoma, Texas, Virginia, and Wisconsin.
The statements included in this press release concerning predictions of economic
performance and management's plans and objectives constitute forward-looking
statements made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. These statements involve risks and uncertainties that
could cause actual results to differ materially from the forward-looking
statements. Factors which could cause or contribute to such differences
include, but are not limited to, factors detailed in the Company's Securities
and Exchange Commission filings; downturns in the Company's primary markets;
disruptions in the Company's operations from acts of God or extended
maintenance; transportation difficulties; the termination of previously
announced acquisitions; and the unavailability of financing to complete
management's plans and objectives, including the completion of previously
announced acquisitions.
<PAGE>
Exhibit 99.7
RECYCLING INDUSTRIES, INC. COMPLETES ACQUISITION OF PEANUT CITY IRON & METAL
COMPANY
(June 2, 1998) - ENGLEWOOD, Colorado - Recycling Industries, Inc., (NASDAQ-NMS:
RECY), a company engaged in the acquisition, consolidation, and operation of
metals recycling companies today announced that it has completed the acquisition
of Peanut City Iron & Metal Company located in Suffolk, VA.
Peanut City Iron & Metal focuses on the retail and commercial accounts servicing
eastern North Carolina and the western Hampton Roads, Virginia area. Peanut
City services local industrial scrap producers and has a reputation of exemplary
customer service. Peanut City is a full service facility that has a wide
variety of ferrous and non-ferrous processing equipment.
Tom Wiens, Chairman and CEO of Recycling Industries, said, "Peanut City Iron &
Metal will enhance the operations of Recycling Industries and will continue to
increase our strong regional presence in Virginia. With the closing of Peanut
City, Recycling Industries owns and operates 41 facilities in twelve states. We
are very pleased to have them as an addition to our fine team."
Recycling Industries, Inc. is a rapidly growing consolidator of metals recycling
companies, providing quality, value-added products and services to its
customers. Recycling Industries is actively pursuing the acquisition,
financing, and integration, of metals recycling companies. Based in Englewood,
Colorado, Recycling Industries owns and operates metals processing facilities in
Arkansas, Georgia, Illinois, Iowa, Missouri, Nevada, North Carolina, Oklahoma,
South Carolina, Texas, Virginia, and Wisconsin.
The statements included in this press release concerning predictions of economic
performance and management's plans and objectives constitute forward-looking
statements made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the Securities
Act of 1933, as amended. These statements involve risks and uncertainties that
could cause actual results to differ materially from the forward-looking
statements. Factors which could cause or contribute to such differences
include, but are not limited to, factors detailed in the Company's Securities
and Exchange Commission filings; downturns in the Company's primary markets;
disruptions in the Company's operations from acts of God or extended
maintenance; transportation difficulties; the termination of previously
announced acquisitions; and the unavailability of financing to complete
management's plans and objectives, including the completion of previously
announced acquisitions.
