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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, 2006
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For the transition period from to
---------- ----------
Commission File Number 01-15739
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REUNION INDUSTRIES, INC.
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(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
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(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
----- -----
Indicate by check mark whether the Registrant is a
Large accelerated filer Accelerated filer Non-accelerated filer X
--- --- ---
Indicate by check mark whether the Registrant is a shell company Yes No X
--- ---
At May 10, 2006, 17,419,019 shares of common stock, par value $.01 per
share, were outstanding.
Page 1 of 28 pages.
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FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act that are intended to be covered by the safe harbors created thereby. The
forward-looking statements contained in this report are enclosed in brackets
[ ] for ease of identification. Note that all forward-looking statements
involve risks and uncertainties. Factors which could cause the future results
and shareholder values to differ materially from those expressed in the
forward-looking statements include, but are not limited to, the strengths of
the markets which the Company serves, the Company's ability to generate
liquidity and the Company's ability to service its debts and meet financial
covenants. Although the Company believes that the assumptions underlying the
forward-looking statements contained in this report are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurances
that the forward-looking statements included or incorporated by reference in
this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included or
incorporated by reference herein, the inclusion of such information should not
be regarded as a representation by the Company or any other person that the
Company's objectives and plans will be achieved. In addition, the Company
does not intend to, and is not obligated to, update these forward-looking
statements after filing and distribution of this report, even if new
information, future events or other circumstances have made them incorrect or
misleading as of any future date.
- 2 -
REUNION INDUSTRIES, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
March 31, 2006 (unaudited) and December 31, 2005 4
Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss) for the three months
ended March 31, 2006 and 2005 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2006 and 2005 (unaudited) 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 22
Item 4. Controls and Procedures 22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 3. Defaults Upon Senior Securities 22
Item 6. Exhibits and Reports on Form 8-K 23
SIGNATURES 24
CERTIFICATIONS 25
- 3 -
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT MARCH 31, 2006 AND DECEMBER 31, 2005
(in thousands)
At March 31, At December 31,
2006 2005
--------------- --------------
(unaudited)
ASSETS:
Cash and cash equivalents $ 1,872 $ 1,923
Receivables (net of allowance of
$202 and $173, respectively) 9,076 7,386
Inventories, net 9,182 8,606
Other current assets 2,188 1,306
Current assets of discontinued operations 100 6,237
-------- --------
Total current assets 22,418 25,458
Property, plant and equipment, net 4,471 4,594
Property, plant and equipment, held for sale 3,324 6,050
Due from related parties 874 891
Goodwill, net 10,994 10,994
Other assets, net 3,064 3,273
-------- --------
Total assets $ 45,145 $ 51,260
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Notes payable $ 9,573 $ 8,240
Debt in default 21,941 43,236
Revolving credit facilities 9,719 -
Trade payables 5,624 6,129
Accrued interest 8,743 8,052
Due to related parties 200 140
Other current liabilities 7,308 5,264
Notes payable - related parties 500 500
Current liabilities of discontinued operations 237 2,641
-------- --------
Total current liabilities 63,845 74,202
Long-term debt - -
Other liabilities 3,535 3,465
Non-current liabilities of discontinued
Operations 781 781
-------- --------
Total liabilities 68,161 78,448
Minority interests 62 329
Commitments and contingent liabilities - -
Stockholders' deficit (23,078) (27,517)
-------- --------
Total liabilities and stockholders' deficit $ 45,145 $ 51,260
======== ========
See accompanying notes to condensed consolidated financial statements.
- 4 -
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
(in thousands, except per share information)(unaudited)
Three Months Ended
March 31,
2006 2005
-------- --------
Sales $ 13,641 $ 12,365
Cost of sales 10,646 10,388
-------- --------
Gross profit 2,995 1,977
Selling, general & administrative 1,733 1,793
Gain on debt extinguishment (925) -
Other income, net (7) (9)
-------- --------
Operating profit 2,194 193
Interest expense, net 2,162 2,119
-------- --------
Income (loss) from continuing
operations before income taxes
and minority interests 32 (1,926)
Provision for income taxes 14 -
-------- --------
Income (loss) from continuing
operations before minority
interests 18 (1,926)
Less: Minority interests 59 73
-------- --------
Loss from continuing
operations (41) (1,999)
Gain on disposal of discontinued operations,
net of tax of $-0- 4,319 370
Income from discontinued operations,
Net of tax of $-0- 161 255
-------- --------
Net and comprehensive income (loss) $ 4,439 $ (1,374)
======== ========
Earnings (loss) applicable to common
stockholders $ 4,439 $ (1,374)
======== ========
Basic earnings (loss) per share:
Continuing operations $ (0.00) $ (0.12)
Discontinued operations 0.27 0.04
-------- --------
Income (loss) per share - basic $ 0.27 $ (0.08)
======== ========
Weighted average shares
outstanding - basic 16,657 16,279
======== ========
Diluted income (loss) per share:
Continuing operations $ (0.00) $ (0.12)
Discontinued operations 0.27 0.04
-------- --------
Income (loss) per share - diluted $ 0.27 $ (0.08)
======== ========
Weighted average shares
outstanding - diluted 16,657 16,279
======== ========
See accompanying notes to condensed consolidated financial statements.
- 5 -
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
(in thousands)
(unaudited)
Three Months Ended
March 31,
2006 2005
-------- --------
Cash used in operating activities $ (1,679) $ (457)
-------- --------
Cash flow from investing activities:
Capital expenditures (94) (137)
Proceeds from asset sales 11,273 3,680
-------- --------
Cash provided by investing activities 11,179 3,543
-------- --------
Cash flow from financing activities:
Net change in revolving credit facility (6,064) (2,069)
Repayments of debt (3,487) (1,164)
-------- --------
Cash provided by financing activities (9,551) (3,233)
-------- --------
Net increase in cash and cash equivalents (51) (147)
Less: Change in cash of discontinued operations - 31
Cash and cash equivalents, beginning of period 1,923 1,146
-------- --------
Cash and cash equivalents, end of period $ 1,872 $ 1,030
======== ========
Interest paid $ 803 $ 699
======== ========
Non-cash financing activities:
Debt extinguishment, including accrued interest $ 925 $ -
======== ========
Distribution declared to minority interest $ 326 $ 212
======== ========
See accompanying notes to condensed consolidated financial statements.
- 6 -
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006
NOTE 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements. In the opinion of management, all normal recurring adjustments
considered necessary for a fair statement of the results of operations have
been included. The results of operations for the three months ended March 31,
2006 are not necessarily indicative of the results of operations for the full
year. When reading the financial information contained in this Quarterly
Report, reference should be made to the financial statements, schedule and
notes contained in Reunion's Annual Report on Form 10-K for the year ended
December 31, 2005.
Going Concern
These condensed consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. At March 31,
2006, the Company had a deficiency in working capital of $41.4 million,
negative cash flow from operations for the first quarter of 2006 of $1.7
million and a deficiency in assets of $23.0 million. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
These condensed consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Over the past several years, the Company has taken steps to improve its
liquidity and defer the principal maturities of a significant portion of its
debt. During 2005, the Company sold its leaf spring business and all
operating assets of its Rostone business. During the first quarter of 2006,
the Company sold its Oneida business, the remaining portion of its plastics
segment. (See Note 2: RECENT DEVELOPMENTS - Sale of Oneida.) Additionally,
during the first quarter of 2006, the Company effected a settlement with the
holder of a $1.017 million note payable from the Company wherein the Company
recognized a gain from this debt settlement of $925,000. (See Note 2: RECENT
DEVELOPMENTS - Note Payable Settlements.) The Company is investigating other
recapitalization scenarios in an effort to provide additional liquidity and
extinguishments or deferrals of debt obligations. Although the Company
believes that it can accomplish these plans, no assurances exist that it will.
Failure to accomplish these plans could have an adverse impact on the
Company's liquidity, financial position and future operations.
NOTE 2: RECENT DEVELOPMENTS
Sale of Oneida
During the 2005 year, the Company decided to exit the plastics business. In
early 2006, the Company signed an Asset Purchase Agreement to sell
substantially all of the assets of its Oneida business to an unrelated entity.
On March 2, 2006, effective March 1, 2006, the Company completed the sale for
a purchase price of $11,573,000 subject to a post-closing adjustment based on
a closing balance sheet. Of the net sale proceeds, after deducting $374,621
in related expenses, $300,000 was put into a one-year escrow as security for
- 7 -
any claims by the buyer that may arise after the closing and is included in
current assets at March 31, 2006, $2,000,000 was used to pay down a note
payable to a private capital fund that is secured by the real estate of the
Company, $980,974 was used to completely pay off the existing Wachovia term
loan and the remaining $7,917,405 was used to pay down the revolving credit
facility. As a result, during the first quarter of 2006, the Company
recognized a gain on sale of $4.3 million, net of related expenses of sale and
estimated liabilities for future costs of $1.3 million.
Default Waivers
In connection with the sale of Oneida, the Company and Wachovia entered
into an amendment to the loan and security agreement wherein Wachovia waived
the October 2005 and November 2005 defaults for failure to meet the minimum
monthly EBITDA amount, waived the then existing defaults arising from the
Company's failure to make interest payments to the holders of the 13% Senior
Notes prior to March 1, 2006 and lowered the monthly minimum EBITDA covenant
requirement from $300,000 to $250,000 beginning in March 2006. A private
capital fund, holder of a $3.5 million note from the Company, also waived such
cross defaults. As a result, as of March 31, 2006, the Company was not in
default on its Wachovia or private capital fund debt. (See NOTE 3: SUBSEQUENT
EVENT.)
Change in Officers
Effective March 2, 2006, Charles E. Bradley, Sr. resigned his
officership as Chairman of the Board of Directors and Chief Executive Officer
of the Company. However, he will continue to serve as a director. Effective
March 2, 2006, the Board of Directors elected Mr. Kimball J. Bradley Chairman
of the Board of Directors and Chief Executive Officer.
Note Payable Settlements
On March 2, 2006, the Company entered into a settlement agreement with
the holder of a $1.017 million note payable from the Company wherein the
Company agreed to pay the holder a total of $400,000 for such note and all
accrued interest. Such settlement was effected on March 3, 2006 and the
Company recognized a gain from this debt settlement of $925,000 in the first
quarter of year 2006.
On March 21, 2006, the Company entered into a settlement agreement with
the Stanwich Financial Services Corp. Liquidating Agent ("SFSC") wherein the
Company agreed to pay SFSC $1.125 million in settlement of its existing $4.290
million judgment and all accrued interest. In connection with such agreement,
the Company made a $150,000 payment to SFSC during the first quarter of 2006.
As provided in the settlement agreement, payment of the remaining amount is
awaiting bankruptcy court approval in SFSC's Chapter 11 proceeding and will be
paid promptly upon such approval.
NOTE 3: SUBSEQUENT EVENT
In addition to its prior payment defaults, the Company failed to make a
$0.7 million interest payment on the Senior Notes that was due on April 1,
2006. As a result, another event of default has occurred under the Indenture
("Indenture Default") under which the Senior Notes were issued. With an
Indenture Default, holders of more than 25% of the principal amount of the
Senior Notes may, by written notice to the Company and to the Trustee, declare
the principal of and accrued but unpaid interest on all the Senior Notes to be
immediately due and payable (an "acceleration"). However, under an
Intercreditor and Subordination Agreement entered into in December 2003 among
Wachovia, the holders of the Senior Notes and certain other lenders, the
Senior Note holders can not commence any action to enforce their liens on any
collateral for a 180 day period beginning after the date of receipt by
Wachovia, the senior secured lender, of a written notice from the Senior Note
- 8 -
holders informing Wachovia of such Indenture Default and demanding
acceleration. At this date, neither the Company nor Wachovia has received
written notice of any acceleration. This April 1, 2006 default also
constitutes cross defaults under the Wachovia loan agreement and under the
documents securing the $3.5 million loan from a private capital fund. The
Senior Notes are shown as debt in default at March 31, 2006 and December 31,
2005.
NOTE 4: DEBT
Long-term debt consists of the following (in thousands):
At March 31, December 31,
2006 2005
--------------- --------------
(unaudited)
Wachovia revolving credit facility $ 3,724 $ 9,788
Junior participation to revolving credit
Facility (net of warrant value of $105
and $139, respectively) 5,995 5,961
Wachovia term loan - 1,087
Note payable due December 1, 2006 1,950 3,950
Note payable due December 5, 2006 (net of
warrant value of $17 and $31, respectively) 3,483 3,469
13% senior notes (net of warrant value
of $72 and $99, respectively) 21,941 21,914
Notes payable 4,140 5,307
Note payable - related party 500 500
-------- --------
Total long-term debt 41,733 51,976
Classified as current (19,792) (8,740)
Classified as in Default (21,941) (43,236)
-------- --------
Long-term debt $ - $ -
======== ========
Pursuant to EITF 95-22, "Balance Sheet Classification of Borrowings
Outstanding under Revolving Credit Agreements that Include both a Subjective
Acceleration Clause and a Lock-Box Arrangement are Deemed to be Current", the
Company has classified its Wachovia revolving credit obligations, including
the junior participation, within current liabilities as the Wachovia agreement
contains language that implies that Wachovia has a subjective acceleration
clause that it could invoke at any time to accelerate the debt and includes a
required lock-box arrangement.
NOTE 5: INVENTORIES
Inventories are comprised of the following (in thousands):
At March 31, At December 31,
2006 2005
----------- --------------
(unaudited)
Raw material $ 2,705 $ 2,732
Work-in-process 3,235 2,997
Finished goods 3,242 2,877
-------- --------
Inventories $ 9,182 $ 8,606
======== ========
Inventories are valued at the lower of cost or market, cost being
determined on the first-in, first-out method. The above amounts are net of
inventory reserves of $333 and $328 at March 31, 2006 and December 31, 2005,
respectively.
- 9 -
NOTE 6: STOCKHOLDERS' DEFICIT AND EARNINGS PER SHARE
The following represents a reconciliation of the change in stockholders'
deficit for the three month period ended March 31, 2006 (in thousands):
Accum-
Par Capital ulated
Value in Other
of Excess Accum- Compre-
Common of Par ulated hensive
Stock Value Deficit Loss Total
------ ------- -------- -------- --------
At January 1, 2006 $167 $28,325 $(54,130) $ (1,879) $(27,517)
Activity (unaudited):
Net income - - 4,439 - 4,439
---- ------- -------- -------- --------
At March 31, 2006 $167 $28,325 $(49,691) $ (1,879) $(23,078)
==== ======= ======== ======== ========
The computations of basic and diluted earnings (loss) per common share,
EPS (LPS), for the three month periods ended March 31, 2006 and 2005 are as
follows (in thousands, except per share amounts)(unaudited):
Net
Income EPS
(Loss) Shares (LPS)
-------- -------- -------
Three months ended March 31, 2006:
Income applicable to common stockholders,
weighted average shares outstanding
and basic LPS $ 4,439 16,657 $ 0.27
Dilutive effect of stock options and warrants - -
-------- -------- ------
Income applicable to common stockholders,
shares outstanding and diluted LPS $ 4,439 16,657 $ 0.27
======== ======== =======
Three months ended March 31, 2005:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic EPS $ (1,374) 16,279 $ (0.08)
=======
Dilutive effect of stock options and warrants -
-------- --------
Loss applicable to common stockholders,
shares outstanding and diluted LPS $ (1,374) 16,279 $ (0.08)
======== ======== =======
At March 31, 2006 and 2005, the Company's stock options outstanding
totaled 1,370,00 and 614,000, respectively. At March 31, 2006 and 2005,
outstanding warrants to purchase the Company's common stock totaled 4,935,989
and 3,929,286, respectively. Because the Company had a loss from operations
for the three month periods ended March 31, 2006 and 2005, inclusion of
options and warrants has an anti-dilutive effect on LPS.
- 10 -
NOTE 7: STOCK BASED COMPENSATION ARRANGEMENTS
In December 2004, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123R, "Share-Based Payment". SFAS No. 123R established standards for
the accounting for transactions in which an entity exchanges its equity
instruments for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that are based on
the fair value of the entity's equity instruments or that may be settled by
the issuance of those equity instruments. This statement requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award
(with limited exceptions). That cost will be recognized over the period
during which an employee is required to provide service in exchange for the
award.
SFAS No.123R is effective for all awards granted on or after January 1,
2006 and for awards modified, repurchased, or cancelled after that date. SFAS
No.123R requires that compensation cost be recognized on or after the
effective date for the unvested portions of outstanding awards, as of the
effective date, based on the grant-date fair value of those awards calculated
under SFAS No.123, "Accounting for Stock-Based Compensation". Share-based
compensation expenses include the impact of expensing the fair value of the
stock options as well as expenses associated with non-vested share awards.
The Company adopted the provisions of SFAS No.123R effective January 1, 2006,
using the modified prospective transition method.
Prior to 2006, the Company applied the intrinsic-value based method of
accounting prescribed by Accounting Principles Board (APB) Opinion No.25,
"Accounting for Stock Issued to Employees", and related interpretations,
including FASB Interpretation No.44, "Accounting for Certain Transactions
Involving Stock Compensation, an Interpretation of APB Opinion No. 25". Under
this methodology, the Company adopted the disclosure requirements of SFAS
No.123, and recognized compensation expense only if, on the date of grant, the
market price of the underlying stock exceeded the exercise price.
At March 31, 2006, the Company had two stock option plans, stockholder
approved, that permits the grants of share options and shares to its key
employees, directors and consultants. As of March 31, 2006, 354,600 options
remain available for grant under these plans, 1,370,000 options have been
granted and 679,999 of the granted options are unvested. The Company believes
that such awards better align the interests of its key employees, directors
and consultants with those of its stockholders. Option awards are generally
granted with an exercise price equal to the market value of the Company's
stock on the date of grant, generally vest over a three year period and have
exercise terms ranging from five to ten years.
No new options were granted during the first quarter of 2006. As to the
granted options, the fair value of such option grants was estimated on the
date of grant using the Black-Scholes option pricing model. The Company is
using the modified prospective application method to transition to the FASB
issued SFAS 123R, "Share Based Payment". Accordingly, based on the
requirements of SFAS 123R, compensation cost will be recognized for all share
based awards beginning in 2006 as well as for all unvested previously issued
awards. Under SFAS 123R, no share based compensation expense was recognized
in the first quarter of 2006. There was no compensation cost for the
Company's stock option plans determined based on the provisions of SFAS 123R
for the three months ended March 31, 2005, therefore pro forma income and loss
per share amounts would be the same.
- 11 -
A summary of the status of the Company's stock options and warrants as of
March 31, 2006 and changes during the year is presented below:
Weighted
Weighted Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Fixed Options Shares Price Term Value
------------- --------- -------- ----------- ---------
Outstanding at January 1,
and March 31, 2006 1,370,000 $0.25 5.3 yrs -
=========
Options exercisable
at March 31, 2006 679,999 $0.27 4.9 yrs -
=========
A summary of the status of the Company's non-vested shares as of March 31,
2006 and changes during the quarter ended March 31, 2006 is presented below:
Weighted
Average
Grant Date
Nonvested Shares Shares Fair Value
---------------- --------- -----------
Nonvested at January 1 and
March 1, 2006 690,001 $0.23
======= =====
As of March 31, 2006, there was $20,030 of total unrecognized compensation
cost related to nonvested share-based compensation arrangements granted under
the Plans. That cost is expected to be recognized over a period of two years.
The Company expects to issue shares upon exercise of the options from
its authorized but not issued common stock shares.
The following table summarizes information about stock options and
warrants outstanding at March 31, 2006:
Remaining Number Number
Exercise Contractual Outstanding Exercisable
Price Life at 3/31/06 at 3/31/06
--------- ----------- ----------- -----------
$0.1800 9.25 years 400,000 166,666
$0.2000 4.25 years 400,000 133,333
$0.2500 7.25 years 70,000 46,666
$0.2750 2.00 years 100,000 66,667
$0.3520 2.75 years 400,000 266,667
--------- ---------
1,370,000 679,999
========= =========
NOTE 8: COMMITMENTS AND CONTINGENT LIABILITIES
The Company is and has been involved in a number of lawsuits and
administrative proceedings, which have arisen in the ordinary course of
business of the Company and its subsidiaries. There has been no major changes
in such lawsuits since the Company's Annual Report filing on Form 10-K.
- 12 -
Product Warranties
The Company provides for warranty claims at its cylinders segment.
Amounts accrued are estimates of future claims based on historical claims
experience or a management estimate related to a specifically identified
issue. The Company reevaluates its product warranty reserve quarterly and
adjusts it based on changes in historical experience and identification of new
or resolution of prior specifically identified issues. A tabular
reconciliation of the product warranty reserve for the three-month periods
ended March 31, 2006 and 2005 follows (in 000's):
March 31,
Description 2006 2005
------------------------------------------ -------- --------
Beginning balance $ 133 $ 100
Add: Provision for estimated future claims 30 39
Deduct: Cost of claims (30) (34)
-------- --------
Ending balance $ 133 $ 105
======== ========
NOTE 9: OPERATING SEGMENT DISCLOSURES
The following represents the disaggregation of financial data (in
thousands)(unaudited):
Capital Total
Net Sales EBITDA(1) Spending Assets(2)
--------- --------- --------- ---------
Three months ended and
at March 31, 2006:
-------------------------------- At 3/31
Metals: --------
Pressure vessels $ 7,771 $ 1,447 $ 10 $ 16,832
Cylinders 4,675 426 26 8,652
Grating 1,195 188 19 3,819
-------- -------- -------- --------
Subtotal 13,641 2,061 55 29,303
Corporate and other - (613) 1 13,686
Discontinued operations - - 38 2,156
-------- -------- -------- --------
Totals $ 13,641 1,448 $ 94 $ 45,145
======== ======== ========
Gain on extinguishment of debt 925
Depreciation (179)
Interest expense, net (2,162)
--------
Income from continuing operations
before income taxes and
minority interests $ 32
========
- 13 -
Capital Total
Net Sales EBITDA(1) Spending Assets(2)
--------- --------- --------- ---------
Three months ended March 31, 2005
and at December 31, 2005:
--------------------------------- At 12/31
Metals: --------
Pressure vessels $ 5,252 $ 389 $ 105 $ 14,114
Cylinders 5,262 414 11 7,082
Grating 1,851 212 1 4,158
-------- -------- -------- --------
Subtotal Metals 12,365 1,015 117 25,354
Corporate and other - (639) - 13,619
Discontinued operations - - 20 12,287
-------- -------- -------- --------
Totals $ 12,365 376 $ 137 $ 51,260
======== ======== ========
Depreciation (183)
Interest expense, net (2,119)
--------
Loss from continuing operations before
income taxes and minority interests $ (1,926)
========
(1) EBITDA is presented as it is the primary measurement used by management
in assessing segment performance and not as an alternative measure of
operating results or cash flow from operations as determined by accounting
principles generally accepted in the United States, but because it is a
widely accepted financial indicator of a company's ability to incur and
service debt.
(2) Corporate and other assets at March 31, 2006 and at December 31, 2005
includes $8.0 million of goodwill that relates to the Company's pressure
vessels segment. For evaluation purposes under SFAS No. 142,
this goodwill is included in the carrying value of the pressure vessels
segment. At March 31, 2006 and December 31, 2005, goodwill of $1.5
million is recorded at each of pressure vessels and cylinders.
NOTE 10: DISCONTINUED OPERATIONS
At March 31, 2006, the assets and liabilities of discontinued operations
are comprised of the remaining assets and liabilities of the Rostone business
and the Company's land and building in Milwaukee, WI that are held for sale.
Such assets and liabilities are as follows (in thousands):
CURRENT ASSETS:
Other current assets $ 100
========
CURRENT LIABILITIES:
Trade payables $ 237
========
OTHER ASSETS:
Property, plant and equipment, held for sale $ 3,324
========
OTHER LIABILITIES:
Other liabilities $ 781
========
- 14 -
Results of discontinued operations for the first quarter of 2006 relate
solely to Oneida while the results of discontinued operations for the first
quarter of 2005 include both Oneida and Rostone. A summarization of such
results is as follows (in thousands):
3-months ended March 31, 2006 3-months ended March 31, 2005
--------------------------------- ---------------------------------
Net sales $ 3,163 Net sales $ 6,769
Income before taxes 161 Income before taxes 255
NOTE 11: COMPONENTS OF BENEFIT COSTS
The following tables present the components of net periodic benefit costs
for Metals pension and Metals and Corporate Executive Payroll other
postretirement plans for the three month periods ended March 31, 2006 and
2005 (000's)(unaudited):
Pension Postretirement
------------------ ------------------
3-months ended 3-months ended
------------------ ------------------
March 31, March 31,
------------------ ------------------
2006 2005 2006 2005
------ ------ ------ -----
Benefits earned during year $ 53 $ 53 $ 28 $ 27
Interest cost 60 57 29 28
Amortization of:
Prior service cost 4 4 - -
Unrecognized net loss (gain) 8 16 18 18
Unrecognized net obligation - - 12 12
Expected return on plan assets (72) (55) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 53 $ 75 $ 87 $ 85
====== ====== ====== ======
The Company expects to contribute $446,000 to the Metals pension plan in
May 2006.
The following tables present the components of net periodic benefit costs
for the discontinued plastics operation pension and other postretirement plans
for the three month periods ended March 31, 2006 and 2005 (000's)(unaudited):
Pension Postretirement
------------------ ------------------
3-months ended 3-months ended
------------------ ------------------
March 31, March 31,
------------------ ------------------
2006 2005 2006 2005
------ ------ ------ ------
Benefits earned during year $ - $ - $ - $ -
Interest cost 55 56 8 12
Amortization of:
Unrecognized net loss (gain) 17 15 - -
Expected return on plan assets (65) (71) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 7 $ - $ 8 $ 12
====== ====== ====== ======
The Company expects that it will not be required to contribute to the
discontinued plastics operation pension plan in 2006.
- 15 -
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis is provided to assist readers in
understanding financial performance during the periods presented and
significant trends which may impact future performance. It should be read in
conjunction with the consolidated financial statements and accompanying notes
included elsewhere in this Form 10-Q and in conjunction with our annual report
on Form 10-K for the year ended December 31, 2005.
GENERAL
The Company owns and operates industrial manufacturing operations that
design and manufacture engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels, hydraulic and
pneumatic cylinders and grating.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2006 Compared to
Three Months Ended March 31, 2005
Net sales, gross margins and EBITDA percentages for the three months
ended 2006 and 2005 are as follows. The percentages of EBITDA to net sales
excludes corporate and other EBITDA. Including corporate and other EBITDA,
the percentages of consolidated EBITDA to net sales for the three month
periods ended March 31, 2006 and 2005 are 10.6% and 3.0%, respectively ($ in
thousands):
Net Sales Gross Margin EBITDA
-------------------- -------------- --------------
2006 2005 2006 2005 2006 2005
--------- --------- ------ ------ ------ ------
Pressure vessels $ 7,771 $ 5,252 21.9% 12.9% 18.6% 7.4%
Cylinders 4,675 5,262 20.0% 15.8% 9.1% 7.9%
Grating 1,195 1,851 30.3% 25.3% 15.7% 11.5%
--------- --------- ------ ------ ------ ------
Totals $ 13,641 $ 12,365 22.0% 16.0% 15.1% 8.2%
========= ========= ====== ====== ====== ======
Net sales for the first quarter of 2006 were up 10.3% from the first
quarter of 2005, reflecting a 48% sales increase in pressure vessels sales
offset by decreased sales in cylinders and grating. The increase in pressure
vessels sales is attributable to two main factors. One factor is that the
first quarter of 2005 was negatively impacted by a plant accident in January
2005 that crippled the plant's heat treating operation and prevented the
completion and shipment of product for a period in excess of five weeks. The
other factor is that pressure vessels backlog at the end of 2005 was more than
$5.5 million higher than the backlog at the end of 2004 thereby resulting in
an increase in sales during the first quarter of 2006 when compared to the
first quarter of 2005. The decrease in cylinder sales for the first quarter
of 2006 compared to 2005 is primarily in the mobile cylinder product line and
is attributable to both requested customer delays for shipment of product and
the loss of a customer in late 2005. The decrease in grating sales primarily
reflects the annual Chinese new year shut-down in the first quarter combined
with the end of the Chinese five-year planning cycle, which limited demand for
new product late in that cycle.
Gross margin as a percentage of sales increased by 6.0 percentage points
in the first quarter of 2006 compared to the first quarter of 2005, reflecting
increased gross profit margins in all of the businesses. Pressure vessel
- 16 -
gross margin as a percentage of sales increased 9.0 percentage points, from
12.9% in 2005 to 21.9% in 2006, due primarily to the negative effect of the
plant accident in 2005 as noted above. As a percentage of sales, cylinder
gross margins increased 4.2 percentage points and grating gross margin
increased 9.1 percentage points in 2006 over 2005. The increases in both
cylinder gross margin and grating gross margin is primarily attributable to
price increases instituted over the past year and reductions in manufacturing
overhead costs.
Management evaluates the Company's segments based on EBITDA, a measure of
cash generation, which is presented, not as an alternative measure of
operating results or cash flow from operations as determined by accounting
principles generally accepted in the United States, but because it is a widely
accepted financial indicator of a company's ability to incur and service debt
and due to the close relationship it bears to Reunion's financial covenants in
its borrowing agreements. EBITDA and EBITDA as a percentage of sales was
higher in the first quarter of 2006 compared to 2005 primarily due to the same
factors affecting gross profit margin discussed above. A reconciliation of
EBITDA to operating income for the three months ended March 31, 2006 and 2005
by segment and corporate and other is as follows (000's)(unaudited):
Operating Deprec-
Profit iation EBITDA
--------- --------- ---------
2006:
-----
Pressure vessels $ 1,312 $ 135 $ 1,447
Cylinders 395 31 426
Grating 185 3 188
Corporate and other (623) 10 (613)
-------- -------- --------
Totals 1,269 $ 179 $ 1,448
======== ========
Gain on debt extinguishment 925
--------
Operating profit $ 2,194
========
2005:
-----
Pressure vessels $ 254 $ 135 $ 389
Cylinders 380 34 414
Grating 209 3 212
Corporate and other (650) 11 (639)
-------- -------- --------
Totals $ 193 $ 183 $ 376
======== ======== ========
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the first quarter
of 2006 were $1.7 million, down $60,000 from the expenses for the first
quarter of 2005. This decrease in expense is net of an increase in marketing
expenses in the cylinder segment, mainly additional employees, being more than
offset by decreased expenses in all other businesses. Such expense reductions
were partially related to reductions in staff and partially related to other
expense reductions. As a percentage of sales, SGA expenses decreased to 12.7%
for the first quarter of 2006 compared to 14.5% for the first quarter of 2005.
[The Company continues to look for ways to cut costs in all areas.]
- 17 -
Other Income
Other income for the first quarter of 2006 was $7,000, compared to other
income of $9,000 for the first quarter of 2005. There were no significant
offsetting items of other income and expense in either period.
Minority Interests
Minority interests for the first quarter in 2006 and 2005 was $59,000 and
$73,000, respectively. These amounts represent the income during the quarter
allocated to the minority ownerships of the Company's consolidated foreign
grating joint venture. Minority interests are calculated based on the
percentage of minority ownership. From a balance sheet perspective, minority
interest was reduced by the minority ownership's share of the 2006 declared
dividend.
Interest Expense
Interest expense for the first quarter of 2006 was $2.2 million compared
to $2.1 million for the first quarter of 2005. This increase basically
reflects an increase in Senior Note interest expense as a result of accruing
interest on missed interest payments. Additionally, there were offsetting
items in 2006 and 2005. A reduction in interest expense in 2006 related to
the NapTech judgment that was settled in July 2005 was offset by an increase
in interest expense in 2006 related to the $3.1 million increase in the amount
of the junior participation in the Wachovia loan facility in connection with
the settlement of the NapTech judgment.
Income Taxes
The tax provision in 2006 relates solely to the Company's China joint
venture while there was no tax provision in 2005 due to a tax holiday. The
Company has net operating loss carryforwards for federal tax return reporting
purposes totaling $66.5 million at December 31, 2005. The years in which such
net operating losses expire are as follows (000's):
Year ending December 31:
------------------------------
2007 $ 6,067
2008 611
2009 3,235
2010 2,520
After 2010 54,067
[The Company may be able to utilize its loss carryforwards against
possible increased future profitability.] However, management has determined
to fully reserve for the total amount of net deferred tax assets as of March
31, 2006 [and to continue to do so during 2006 until management can conclude
that it is more likely than not that some or all of our loss carryforwards can
be utilized.]
LIQUIDITY AND CAPITAL RESOURCES
General
The Company manages its liquidity as a consolidated enterprise. The
operating groups of the Company carry minimal cash balances. Cash generated
from group operating activities generally is used to repay borrowings under
revolving credit arrangements, as well as other uses (e.g. corporate
headquarters expenses, debt service, capital expenditures, etc.). Conversely,
cash required for group operating activities generally is provided from funds
available under the same revolving credit arrangements.
- 18 -
Recent Events
Sale of Oneida
During the 2005 year, the Company decided to exit the plastics business.
In early 2006, the Company signed an Asset Purchase Agreement to sell
substantially all of the assets of its Oneida business to an unrelated entity.
On March 2, 2006, effective March 1, 2006, the Company completed the sale for
a purchase price of $11,573,000 subject to a post-closing adjustment based on
a closing balance sheet. Of the net sale proceeds, after deducting $374,621
in related expenses, $300,000 was put into a one-year escrow as security for
any claims by the buyer that may arise after the closing and is included in
current assets at March 31, 2006, $2,000,000 was used to pay down a note
payable to a private capital fund that is secured by the real estate of the
Company, $980,974 was used to completely pay off the existing Wachovia term
loan and the remaining $7,917,405 was used to pay down the revolving credit
facility. As a result, during the first quarter of 2006, the Company
recognized a gain on sale of $4.3 million, net of related expenses of sale and
estimated liabilities for future costs of $1.3 million.
Default Waivers
In connection with the sale of Oneida, the Company and Wachovia entered
into an amendment to the loan and security agreement wherein Wachovia waived
the October 2005 and November 2005 defaults for failure to meet the minimum
monthly EBITDA amount, waived the then existing defaults arising from the
Company's failure to make interest payments to the holders of the 13% Senior
Notes prior to March 1, 2006 and lowered the monthly minimum EBITDA covenant
requirement from $300,000 to $250,000 beginning in March 2006. A private
capital fund, holder of a $3.5 million note from the Company, also waived such
cross defaults. As a result, as of March 31, 2006, the Company was not in
default on its Wachovia or private capital fund debt as of March 31, 2006.
(See NOTE 3: SUBSEQUENT EVENTS above.)
Change in Officers
Effective March 2, 2006, Charles E. Bradley, Sr. resigned his
officership as Chairman of the Board of Directors and Chief Executive Officer
of the Company. However, he will continue to serve as a director. Effective
March 2, 2006, the Board of Directors elected Mr. Kimball J. Bradley Chairman
of the Board of Directors and Chief Executive Officer.
Note Payable Settlements
On March 2, the Company entered into a settlement agreement with the
holder of a $1.017 million note payable from the Company wherein the Company
agreed to pay the holder a total of $400,000 for such note and all accrued
interest. Such settlement was effected on March 3, 2006 and the Company
recognized a gain from this debt settlement of $925,000 in the first quarter
of year 2006.
On March 21, 2006, the Company entered into a settlement agreement with
the Stanwich Financial Services Corp. Liquidating Agent ("SFSC") wherein the
Company agreed to pay SFSC $1.125 million in settlement of its existing $4.290
million judgment and all accrued interest. In connection with such agreement,
the Company made a $150,000 payment to SFSC during the first quarter of 2006.
As provided in the settlement agreement, payment of the remaining amount is
awaiting bankruptcy court approval in SFSC's Chapter 11 proceeding and will be
paid promptly upon such approval.
- 19 -
SUBSEQUENT EVENT
In addition to its prior payment defaults, the Company failed to make a
$0.7 million interest payment on the Senior Notes that was due on April 1,
2006. As a result, another event of default has occurred under the
Indenture ("Indenture Default") under which the Senior Notes were issued. With
an Indenture Default, holders of more than 25% of the principal amount of the
Senior Notes may, by written notice to the Company and to the Trustee, declare
the principal of and accrued but unpaid interest on all the Senior Notes to be
immediately due and payable (an "acceleration"). However, under an
Intercreditor and Subordination Agreement entered into in December 2003 among
Wachovia, the holders of the Senior Notes and certain other lenders, the
Senior Note holders can not commence any action to enforce their liens on any
collateral for a 180 day period beginning after the date of receipt by
Wachovia, the senior secured lender, of a written notice from the Senior Note
holders informing Wachovia of such Indenture Default and demanding
acceleration. At this date, neither the Company nor Wachovia has received
written notice of any acceleration. This April 1, 2006 default also
constitutes cross defaults under the Wachovia loan agreement and under the
documents securing the $3.5 million loan from a private capital fund.
SUMMARY OF 2006 ACTIVITIES
Cash and cash equivalents totaled $1.9 million at March 31, 2006, down
$51,000 from the comparable amount at December 31, 2005. This resulted from
the $11.2 million of net cash provided by investing activities being more than
offset by the $1.7 million of net cash used in operating activities and the
$9.6 million of cash used to pay down debt. Cash and cash equivalents at the
end of a period generally represents lockbox receipts from customers to be
applied to our Congress revolving credit facility in the following one to two
business days.
Operating Activities
Operating activities used $1.7 million in cash in the first three months
of 2006 resulting primarily from a growth of $2.3 in receivables and
inventories.
Investing Activities
Investing activities provided $11.1 million in cash as proceeds from the
sale of Oneida, as described above, were offset by capital expenditures of
$0.1 million.
Financing Activities
The Company made scheduled repayments of the Wachovia term loan totaling
$106,000. In connection with the sale of Oneida, as described above, the
Company paid an additional $1.0 million to Wachovia, in full satisfaction of
the remaining term loan, and paid $2.0 million on a note to a private capital
fund, which note is secured by liens of the Company's real estate.
Additionally, as described above in "Note Payable Settlements", the Company
paid a total of $525,000 on two other notes. The revolving credit facility
borrowings decreased $6.0 million during the first quarter of 2006, primarily
the result of the sale of Oneida described above.
- 20 -
FACTORS THAT COULD AFFECT FUTURE RESULTS
Reunion's vendors may restrict credit terms
We have corrected many vendor-related problems with liquidity generated
from the refinancing of debt and from asset sales. However, another period of
tight liquidity could result in key vendors restricting or eliminating the
extension of credit terms to us. If this would happen, our ability to obtain
raw materials would be strained significantly and our ability to manufacture
products would be reduced.
Reunion's bank financing is subject to financial covenants
As of March 31, 2006, we are currently not in default on our bank
financing. However, our bank financing is subject to monthly financial and
other covenants, and we have failed to meet such covenants on several
occasions, for which we were able to obtain default waivers. If our
operations begin to falter during 2006, we may fail to meet one or more
financial or other covenants. If this would happen, we would be in default on
our bank obligations and, subject to the terms of the loan and security
agreement, all of our bank loans would be due and payable. Although it may be
possible to negotiate additional waivers of defaults, no assurances can be
given that we would be able to do so.
Reunion's past performance could impact future prospects
Because of losses suffered by the Company over the past several years,
potential or current customers may decide not to do business with us. If this
were to happen, our sales may not increase or may decline. If sales do not
increase, or we experience a decline in sales, our ability to cover costs
would be further reduced, which could negatively impact our financial position
and results of operations.
Reunion is a going concern
The financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. At March 31, 2006, the Company
has a deficiency in working capital of $41.4 million and a deficiency in
assets of $23.0 million. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classifications
of liabilities that may result from the outcome of this uncertainty.
The Company successfully refinanced its bank debt in 2003, extinguished
a significant portion of its obligations under the senior notes in 2003 and
2004 and removed all previously existing defaults on debt at that time. These
steps were taken to improve liquidity and defer the principal maturities on a
significant portion of our debt. During 2005, the Company sold its leaf
spring business and all of the operating assets of its Rostone business.
Additionally, as described above, in March of 2006 the Company sold its Oneida
business, the remaining portion of its plastics segment. The Company is
investigating other recapitalization scenarios in an effort to provide
additional liquidity and extinguishments or deferrals of debt obligations.
Although the Company believes that it can accomplish these plans, no
assurances exist that it will. Failure to accomplish these plans could have an
adverse impact on the Company's liquidity, financial position and future
operations.
- 21 -
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.
Item 4. Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as
amended, Reunion's management, including its Chief Executive Officer and Chief
Financial Officer, conducted an evaluation as of the end of the period covered
by this report, of the effectiveness of Reunion's disclosure controls and
procedures as defined in Rule 13a-15(e). Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that Reunion's
disclosure controls and procedures were effective as of the end of the period
covered by this report. As required by Rule 13a-15(d), Reunion's management,
including its Chief Executive Officer and Chief Financial Officer, also
conducted an evaluation of Reunion's internal control over financial reporting
to determine whether any changes occurred during the quarter that have
materially affected, or are reasonably likely to materially affect, Reunion's
internal control over financial reporting. The deterioration of controls at
the Plastics division, noted in the fourth quarter of 2005, has been rectified
with the sale of that division. No other deterioration or changes were noted.
It should be noted that any system of controls, however well designed
and operated, can provide only reasonable, and not absolute, assurance that
the objectives of the system will be met. In addition, the design of any
control system is based in part upon certain assumptions about the likelihood
of future events.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various legal proceedings and environmental
matters. There have been no significant changes in such matters since the end
of the preceding fiscal year.
Item 3. Defaults Upon Senior Securities
In addition to its prior payment defaults, the Company failed to make a
$0.7 million interest payment on the Senior Notes that was due on April 1,
2006. As a result, another event of default has occurred under the
Indenture ("Indenture Default") under which the Senior Notes were issued. The
total interest in default on the $22.0 million of Senior Notes is now $7.9
million. With an Indenture Default, holders of more than 25% of the principal
amount of the Senior Notes may, by written notice to the Company and to the
Trustee, declare the principal of and accrued but unpaid interest on all the
Senior Notes to be immediately due and payable (an "acceleration"). However,
under an Intercreditor and Subordination Agreement entered into in December
2003 among Wachovia, the holders of the Senior Notes and certain other
lenders, the Senior Note holders can not commence any action to enforce their
liens on any collateral for a 180 day period beginning after the date of
receipt by Wachovia, the senior secured lender, of a written notice from the
Senior Note holders informing Wachovia of such Indenture Default and demanding
acceleration. At this date, neither the Company nor Wachovia has received
written notice of any acceleration. This April 1, 2006 default also
constitutes cross defaults under the Wachovia loan agreement and under the
documents securing the $3.5 million loan from a private capital fund.
- 22 -
Item 6. Exhibits and Reports on Form 8-K
(c) Exhibits
--------
Exhibit No. Exhibit Description
----------- -------------------
31.1 Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification of Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
- 23 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: May 15, 2006 REUNION INDUSTRIES, INC.
----------------- (Registrant)
By: /s/ Kimball J. Bradley
-------------------------------
Kimball J. Bradley
Chairman and Chief
Executive Officer
By: /s/ John M. Froehlich
-------------------------------
John M. Froehlich
Executive Vice President, Finance
and Chief Financial Officer
(chief financial and accounting officer)
- 24 -
EXHIBIT 31.1
CERTIFICATION
I, Kimball J. Bradley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Reunion Industries,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 15, 2006
/s/ Kimball J. Bradley
-------------------------------------
Chief Executive Officer
- 25 -
EXHIBIT 31.2
CERTIFICATION
I, John M. Froehlich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Reunion Industries,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: May 15, 2006
/s/ John M. Froehlich
-------------------------------------
Chief Financial Officer
- 26 -
EXHIBIT 32.1
REUNION INDUSTRIES, INC.
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION
In connection with this quarterly report on Form 10-Q of Reunion Industries,
Inc. for the quarter ended March 31, 2006, I, Kimball J. Bradley, Chief
Executive Officer of Reunion Industries, Inc., hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 Of the Sarbanes-Oxley
Act of 2002, that:
1. this Form 10-Q for the quarter ended March 31, 2006 fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. the information contained in this Form 10-Q for the quarter ended
March 31, 2006 fairly presents, in all material respects, the financial
condition and results of operations of Reunion Industries, Inc. for the
periods presented therein.
Date: May 15, 2006
/s/ Kimball J. Bradley
---------------------------
Chief Executive Officer
- 27 -
EXHIBIT 32.2
REUNION INDUSTRIES, INC.
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION
In connection with this quarterly report on Form 10-Q of Reunion Industries,
Inc. for the quarter ended March 31, 2006, I, John M. Froehlich, Chief
Financial Officer of Reunion Industries, Inc., hereby certify pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 Of the Sarbanes-Oxley
Act of 2002, that:
1. this Form 10-Q for the quarter ended March 31, 2006 fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. the information contained in this Form 10-Q for the quarter ended
March 31, 2006 fairly presents, in all material respects, the financial
condition and results of operations of Reunion Industries, Inc. for the
periods presented therein.
Date: May 15, 2006
/s/ John M. Froehlich
---------------------------
Chief Financial Officer
- 28 -