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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----- EXCHANGE ACT OF 1934
For the transition period from to
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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
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(State of Incorporation) (I.R.S. Employer Identification No.)
11 STANWIX STREET, SUITE 1400
PITTSBURGH, PENNSYLVANIA 15222
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(Address of principal executive offices, including zip code)
(412) 281-2111
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(Registrant's telephone number, including area code)
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
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At November 7, 2006, 17,435,969 shares of common stock, par value $.01 per
share, were outstanding.
Page 1 of 35 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.
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REUNION INDUSTRIES, INC.
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
September 30, 2006 (unaudited) and December 31, 2005 4
Condensed Consolidated Statements of Operations and
Comprehensive Income (Loss) for the three and nine
months ended September 30, 2006 and 2005 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 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 19
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 28
Item 4. Controls and Procedures 28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 29
Item 1A. Risk Factors 29
Item 3. Defaults Upon Senior Securities 29
Item 4. Submission of Matters to a Vote of Security Holders 29
Item 6. Exhibits and Reports on Form 8-K 30
SIGNATURES 31
CERTIFICATIONS 32
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT SEPTEMBER 30, 2006 AND DECEMBER 31, 2005
(in thousands)
At September 30, At December 31,
2006 2005
--------------- --------------
(unaudited)
ASSETS:
Cash and cash equivalents $ 1,561 $ 1,923
Receivables (net of allowance of
$213 and $173, respectively) 10,921 7,386
Inventories, net 12,354 8,606
Other current assets 2,530 1,306
Current assets of discontinued operations 122 6,237
-------- --------
Total current assets 27,488 25,458
Property, plant and equipment, net 4,513 4,594
Property, plant and equipment, held for sale 3,324 6,050
Due from related parties 930 891
Goodwill, net 10,994 10,994
Other assets, net 2,553 3,273
-------- --------
Total assets $ 49,802 $ 51,260
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Notes payable $ 5,450 $ 8,240
Debt in default 36,945 43,236
Trade payables 5,529 6,129
Accrued interest 10,000 8,052
Due to related parties 309 140
Other current liabilities 6,869 5,264
Notes payable - related parties 500 500
Current liabilities of discontinued operations 101 2,641
-------- --------
Total current liabilities 65,703 74,202
Long-term debt - -
Other liabilities 3,235 3,465
Non-current liabilities of discontinued
Operations 781 781
-------- --------
Total liabilities 69,719 78,448
Minority interests 371 329
Commitments and contingent liabilities - -
Stockholders' deficit (20,288) (27,517)
-------- --------
Total liabilities and stockholders' deficit $ 49,802 $ 51,260
======== ========
See accompanying notes to condensed consolidated financial statements.
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REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(in thousands, except per share information)(unaudited)
Three Months Ended Nine Months Ended
Sept 30, Sept 30, Sept 30, Sept 30,
2006 2005 2006 2005
-------- -------- -------- --------
Sales $ 15,710 $ 12,429 $ 44,151 $ 38,957
Cost of sales 12,233 10,224 34,584 30,881
-------- -------- -------- --------
Gross profit 3,477 2,205 9,567 8,076
Selling, general & administrative 1,813 1,658 5,185 5,353
Gain on debt extinguishments - (3,450) (4,945) (3,450)
Other (income), net (10) (28) (30) (45)
------- -------- ------- --------
Operating profit 1,674 4,025 9,357 6,218
Interest expense, net 2,031 2,287 6,194 6,551
------- -------- ------- --------
Income (loss) from continuing
operations before income taxes
and minority interests (357) 1,738 3,163 (333)
Provision for income taxes 41 35 86 46
------- -------- ------- --------
Income (loss) from continuing
operations before minority
interests (398) 1,703 3,077 (379)
Minority interests 175 62 367 206
------- ------- ------- --------
Income (loss) from continuing
operations (573) 1,641 2,710 (585)
Gain on disposal of discontinued
operations, net of tax of $-0- - - 4,319 370
Income from discontinued
operations, net of tax of $-0- - 282 161 1,016
------- ------- ------- --------
Net and comprehensive income (loss) $ (573) $ 1,923 $ 7,190 $ 801
======= ======= ======= =======
Earnings (loss) applicable to
common stockholders $ (573) $ 1,923 $ 7,190 $ 801
======= ======= ======= =======
Basic earnings (loss) per share:
Continuing operations $ (0.03) $ 0.10 $ 0.16 $ (0.03)
Discontinued operations - 0.02 0.26 0.08
------- ------- ------- -------
Income (loss) per share - basic $ (0.03) $ 0.12 $ 0.42 $ 0.05
======= ======= ======= =======
Weighted average shares
outstanding - basic 17,436 16,657 17,059 16,419
======= ======= ======= =======
Diluted income (loss) per share:
Continuing operations $ (0.03) $ 0.08 $ 0.12 $ (0.03)
Discontinued operations - 0.01 0.21 0.08
------ ------- ------- -------
Income (loss) per share - diluted $ (0.03) $ 0.09 $ 0.33 $ 0.05
======= ======= ======= =======
Weighted average shares
outstanding - diluted 17,436 20,798 22,002 16,419
======= ======= ======= =======
See accompanying notes to condensed consolidated financial statements.
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REUNION INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(in thousands)
(unaudited)
Nine Months Ended
September 30,
2006 2005
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Cash used in operating activities $ (5,184) $ 78
-------- --------
Cash flow from investing activities:
Capital expenditures (493) (276)
Proceeds from asset sales 11,157 3,680
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Cash provided by investing activities 10,664 3,404
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Cash flow from financing activities:
Net change in revolving credit facility (912) (2,854)
Repayments of debt (4,612) (3,197)
Proceeds from exercise of warrants 7 -
China dividend paid to minority interest (325) (213)
Issuance of debt - 3,100
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Cash used in financing activities (5,842) (3,164)
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Net decrease in cash and cash equivalents (362) 318
Less: Change in cash of discontinued operations - 61
Cash and cash equivalents, beginning of period 1,923 1,146
-------- --------
Cash and cash equivalents, end of period $ 1,561 $ 1,525
======== ========
Interest paid $ 1,989 $ 2,271
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Non-cash financing activities:
Debt extinguishment, including accrued interest $ 4,945 $ 3,450
======== ========
Conversion of fees and interest $ - $ 378
======== ========
See accompanying notes to condensed consolidated financial statements.
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REUNION INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 nine months ended September
30, 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 the Company'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 September
30, 2006, the Company had a deficiency in working capital of $38.2 million,
negative cash flow from operations for the nine months then ended of $5.2
million, a deficiency in assets of $20.3 million and debt in default of $36.9
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 half of 2006, the Company effected a settlement with the
holder of a $1.017 million note payable and accrued interest of $308,000 from
the Company wherein the Company recognized a gain from this debt settlement of
$925,000 and effected a settlement with the holder of a $4.290 million
judgment and accrued interest of $880,000 payable by the Company, in
connection with which the Company recognized a gain from this debt settlement
of $4.0 million. (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. (See Note 3: SUBSEQUENT EVENTS - Tender Offer.) No assurances
exist that the Company will be successful in these efforts and failure to
accomplish these plans could have an adverse impact on the Company's
liquidity, financial position and future operations.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 158, "Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans" ("SFAS 158"). This
statement amends several earlier issued statements, including Financial
Accounting Standards No. 87, "Employers' Accounting for Pensions ("SFAS 87")
and Financial Accounting Standards No. 106, "Employers' Accounting for
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Postretirement Benefits Other than Pensions ("SFAS 106"). For companies with
publicly traded equity securities, SFAS 158 is effective for fiscal years
ending after December 31, 2006. The statement requires employers with pension
and other post-employment benefit plans to recognize the funded status of such
plans in its financial statements, recognize as a component of other
comprehensive income the gains or losses that arise during the period but are
not recognized as components of cost pursuant to SFAS 87 and SFAS 106 and
provide other additional disclosures. The Company has both defined pension
plans and other postretirement benefit plans and is in the process of
gathering the information necessary to comply with the provisions of SFAS 158
as of December 31, 2006. Although the Company has not completed its
evaluation, it expects to recognize a significant liability and corresponding
increase in stockholders' deficit upon implementation of SFAS 158.
NOTE 2: RECENT DEVELOPMENTS
Sale of Oneida
During the 2005 year, the Company decided to exit the plastics business.
In January 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 September 30, 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 Bank
("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 Waiver
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. However, it was in
default on such debt at June 30 and September 30, 2006. (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, pursuant to
which the Company paid 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.
- 8 -
On March 21, 2006, the Company entered into a settlement agreement with
the Stanwich Financial Services Corp. Liquidating Agent ("SFSC"), pursuant to
which 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 $975,000 amount was subject to bankruptcy court approval in SFSC's
Chapter 11 proceeding. Such approval was received in May 2006, the final
payment was promptly made and the Company recognized a gain from this debt
settlement of $4.0 million in the second quarter of year 2006.
NOTE 3: SUBSEQUENT EVENT
Additional Default
In addition to its prior payment defaults, the Company failed to make
$0.7 million quarterly interest payments on the Senior Notes that were due on
April 1, July 1, and October 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. The April 1, July 1, and October 1, 2006
defaults also constitute 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 and all cross defaulted debt are shown as debt in
default at September 30, 2006 and December 31, 2005.
Tender Offer
On October 27, 2006, the Company initiated a tender offer to purchase for
cash all of its outstanding 13% Senior Notes ("Notes"). The consideration
being offered for each $1,000 principal amount of the original 2003 Senior
Notes is $528 and the consideration being offered for each $880 principal
amount of the restructured Senior Notes is $528. In connection with the
tender offer, the Company is soliciting consents from holders of the Notes to
effect certain proposed amendments to the documents governing and relating to
the Notes, including, among other things, the elimination of substantially all
of the restrictive covenants, the elimination of certain events of default and
the amendment of certain other provisions. The tender offer, which will expire
on November 30, 2006, unless extended or earlier terminated, is contingent
upon a number of conditions, including the Company being able to arrange the
necessary financing to consummate the offer. If the Company is able to
arrange such financing and all of the Notes are tendered, the Company would
pay out $13.1 million and would recognize a gain on extinguishment of debt of
approximately $18 million.
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NOTE 4: DEBT
Long-term debt consists of the following (in thousands):
At September 30, At December 31,
2006 2005
--------------- --------------
(unaudited)
Wachovia revolving credit facility $ 8,876 $ 9,788
Junior participation to revolving credit
Facility (net of warrant value of $26
and $139, respectively) 6,074 5,961
Wachovia term loan - 1,087
Note payable due December 3, 2006 1,950 3,950
Note payable due December 5, 2006 (net of
warrant value of $31 in 2005) 3,500 3,469
13% senior notes (net of warrant value
of $18 and $99, respectively) 21,995 21,914
Notes payable - 5,307
Note payable - related party 500 500
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Total long-term debt 42,895 51,976
Classified as current (5,950) (8,740)
Classified as in Default (36,945) (43,236)
-------- --------
Long-term debt $ - $ -
======== ========
NOTE 5: INVENTORIES
Inventories are comprised of the following (in thousands):
At September 30, At December 31,
2006 2005
--------------- --------------
(unaudited)
Raw material $ 6,147 $ 2,732
Work-in-process 3,589 2,997
Finished goods 2,618 2,877
-------- --------
Inventories $ 12,354 $ 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 $367 and $328 at September 30, 2006 and December 31,
2005, respectively.
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NOTE 6: STOCKHOLDERS' DEFICIT AND EARNINGS PER SHARE
The following represents a reconciliation of the change in stockholders'
deficit for the nine month period ended September 30, 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):
Exercise of warrants 7 7
Stock based employee
compensation 32 32
Net income - - 7,190 - 7,190
---- ------- -------- -------- --------
At September 30, 2006 $174 $28,357 $(46,940) $ (1,879) $(20,288)
==== ======= ======== ======== ========
During the second quarter, the Company issued 779,420 shares of its
common stock at a price of approximately $0.01 per share, pursuant to the
exercise of previously issued warrants in prior years, including warrants
issued under the anti-dilution provisions of such warrants. The proceeds of
such exercise were added to the par value of common stock of the Company.
Additionally, during the first nine months of 2006, the Company recognized
stock based compensation expense of $29,000 related to options issued in 2005
based on the provisions of SFAS 123R, "Share Based Payment" (Note 7).
The computations of basic and diluted earnings (loss) per common share,
EPS (LPS), for the three and nine month periods ended September 30, 2006 and
2005 are as follows (in thousands, except per share amounts)(unaudited):
Net
Income EPS
(Loss) Shares (LPS)
-------- -------- -------
Three months ended September 30, 2006:
Loss applicable to common stockholders,
weighted average shares outstanding
and basic LPS $ (573) 17,436 $ (0.03)
======
Dilutive effect of stock options and warrants -
-------- --------
Loss applicable to common stockholders,
shares outstanding and diluted EPS $ (573) 17,436 $ (0.03)
======== ======== =======
Three months ended September 30, 2005:
Income applicable to common stockholders,
weighted average shares outstanding
and basic EPS $ 1,923 16,657 $ 0.12
=======
Dilutive effect of stock options and warrants 4,141
-------- --------
Income applicable to common stockholders,
shares outstanding and diluted EPS $ 1,923 20,798 $ 0.09
======== ======== =======
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Net
Income EPS
(Loss) Shares (LPS)
-------- -------- -------
Nine months ended September 30, 2006:
Income applicable to common stockholders,
weighted average shares outstanding
and basic EPS $ 7,190 17,059 $ 0.42
======
Dilutive effect of stock options and warrants 4,943
-------- --------
Income applicable to common stockholders,
shares outstanding and diluted EPS $ 7,190 22,002 $ 0.33
======== ======== =======
Nine months ended September 30, 2005:
Income applicable to common stockholders,
weighted average shares outstanding
and basic LPS $ 801 16,419 $ 0.05
=======
Dilutive effect of stock options and warrants -
-------- --------
Income applicable to common stockholders,
shares outstanding and diluted LPS $ 801 16,419 $ 0.05
======== ======== =======
At September 30, 2006 and 2005, the Company's stock options outstanding
totaled 1,470,000 and 1,370,000, respectively. Such options included a
dilutive component of 641,322 and 875,209 shares for the three and nine month
periods ended September 30, 2006, respectively, and a dilutive component of
23,037 and 174,184 shares for the three and nine month periods ended September
30, 2005, respectively. At September 30, 2006 and 2005, outstanding warrants
to purchase the Company's common stock totaled 4,156,568 and 4,935,989,
respectively. Such warrants included a dilutive component of 3,576,152 and
4,067,779 shares for the three and nine month periods ended September 30,
2006, respectively, and a dilutive component of 4,118,286 and 3,608,239 for
the three and nine month periods ended September 30, 2005, respectively.
Because the Company had a loss from continuing operations for the three month
period ended September 30, 2006 and for the nine month period ended September
30, 2005, inclusion of options and warrants has an anti-dilutive effect on
LPS.
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
- 12 -
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 September 30, 2006, the Company had two stock option plans,
stockholder approved, that permit the grants of share options and shares to
its key employees, directors and consultants. As of September 30, 2006,
304,600 options remain available for grant under these plans, 1,420,000
options have been granted and 283,332 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 two to
three year period and have exercise terms ranging from five to ten years.
On July 18, 2006, 100,000 new options were granted to various non-officer
employees of the Company at an exercise price of $0.39, the then existing
market price. These options vested one-third at issuance date with the
remaining options vesting in equal amounts on the next two annual anniversary
dates of the option grant. Vested options are exercisable at any time within
10 years of the grant date. Using the Black-Scholes option pricing model,
which assumed a risk-free interest rate of 6%, no dividend yield, expected
volatility of 144% and an expected option exercise life of 10 years. these
options were determined to have a fair value of $38,000 on the date of grant.
Of this amount, $3,000 was recognized as stock based compensation expense
during the third quarter of 2006 and the remaining amount will be recognized
over the next 21 months.
As to the outstanding options at January 1, 2006, 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 SFAS 123R. Accordingly, based on the
requirements of SFAS 123R, in addition to recognizing compensation cost for
all new awards beginning in 2006, the Company will also recognize compensation
cost for all unvested previously issued awards. Under SFAS 123R, $32,000 of
share based compensation expense was recognized in the first nine months of
2006 of which $29,000 related to compensation cost on prior year unvested
options based upon the requisite outstanding service period. For the nine
months ended September 30, 2005, the pro forma expense for stock based
compensation based on the provisions of SFAS 123 was $30,000.
A summary of the status of the Company's stock options and warrants as of
September 30, 2006 and changes during the year is presented below:
- 13 -
Weighted
Weighted Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Fixed Options Shares Price Term Value
------------- --------- -------- ----------- ---------
Outstanding at January 1,
and September 30, 2006 1,470,000 $0.26 5.1 yrs -
=========
Options exercisable
at September 30, 2006 1,020,001 $0.25 5.0 yrs -
=========
A summary of the status of the Company's non-vested shares as of September 30,
2006 and changes during the quarter ended September 30, 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
=====
Vested in June, 2006 (250,002) $0.11
=====
Issued in July, 2006 100,000 $0.39
=====
Vested in July, 2006 (90,000) $0.29
------- =====
Nonvested at September 30, 2006 449,999 $0.27
======= =====
As of September 30, 2006, there was $62,579 of total unrecognized compensation
cost related to nonvested share-based compensation arrangements granted under
the Plans.
The Company expects to issue shares upon exercise of the options from
its authorized but unissued shares of common stock.
The following table summarizes information about stock options
outstanding at September 30, 2006:
Remaining Number Number
Exercise Contractual Outstanding Exercisable
Price Life at 9/30/06 at 9/30/06
--------- ----------- ----------- -----------
$0.180 8.75 years 400,000 283,334
$0.200 3.75 years 400,000 266,667
$0.250 6.83 years 70,000 70,000
$0.275 1.83 years 100,000 100,000
$0.352 2.25 years 400,000 266,667
$0.390 9.75 years 100,000 33,333
--------- ---------
1,470,000 1,020,001
========= =========
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 have been no major changes
in such lawsuits since the Company's Annual Report filing on Form 10-K for the
year ended December 31, 2005.
- 14 -
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 nine-month periods
ended September 30, 2006 and 2005 follows (in 000's):
September 30,
Description 2006 2005
------------------------------------------ -------- --------
Beginning balance $ 133 $ 100
Add: Provision for estimated future claims 90 127
Deduct: Cost of claims (78) (114)
-------- --------
Ending balance $ 145 $ 113
======== ========
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 September 30, 2006:
------------------------ At 9/30
Metals: --------
Pressure vessels $ 8,971 $ 1,953 $ 106 $ 21,034
Cylinders 3,949 (67) 217 7,253
Grating 2,790 506 20 4,467
-------- -------- -------- --------
Subtotal 15,710 2,392 343 32,754
Corporate and other - (538) - 13,602
Discontinued operations - - - 3,446
-------- -------- -------- --------
Totals $ 15,710 1,854 $ 343 $ 49,802
======== ======== ========
Gain on extinguishment of debt -
Depreciation (180)
Interest expense, net (2,031)
--------
Income from continuing operations
before income taxes and
minority interests $ (357)
========
- 15 -
Capital Total
Net Sales EBITDA(1) Spending Assets(2)
--------- --------- --------- ---------
Three months ended September 30, 2005
and at December 31, 2005:
------------------------------------- At 12/31
Metals: --------
Pressure vessels $ 5,371 $ 590 $ 5 $ 14,114
Cylinders 5,104 478 34 7,082
Grating 1,954 155 - 4,158
-------- -------- -------- --------
Subtotal Metals 12,429 1,223 39 25,354
Corporate and other - (501) - 13,619
Discontinued operations - - 21 12,287
-------- -------- -------- --------
Totals $ 12,429 722 $ 60 $ 51,260
======== ======== ========
Gain on extinguishment of debt 3,450
Depreciation (147)
Interest expense, net (2,287)
--------
Loss from continuing operations before
income taxes and minority interests $ 1,738
========
Nine months ended September 30, 2006:
-------------------------------------
Metals:
Pressure vessels $ 25,090 $ 5,069 $ 141
Cylinders 12,928 492 261
Grating 6,133 1,109 52
-------- -------- --------
Subtotal 44,151 6,670 454
Corporate and other - (1,721) 1
Discontinued operations - - 38
-------- -------- --------
Totals $ 44,151 4,949 $ 493
======== ========
Gain on extinguishment of debt 4,945
Depreciation (537)
Interest expense, net (6,194)
--------
Income from continuing operations
before income taxes and
minority interests $ 3,163
========
Nine months ended September 30, 2005:
-------------------------------------
Metals:
Pressure vessels $ 17,426 $ 2,970 $ 132
Cylinders 15,763 1,439 57
Grating 5,768 637 11
-------- -------- --------
Subtotal Metals 38,957 5,046 200
Corporate and other - (1,713) -
Discontinued operations - - 76
-------- -------- --------
Totals $ 38,957 3,333 $ 276
======== ========
Gain on extinguishment of debt 3,450
Depreciation (565)
Interest expense, net (6,551)
--------
Loss from continuing operations before
income taxes and minority interests $ (333)
========
- 16 -
(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 September 30, 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 September 30, 2006 and December 31, 2005, goodwill of $1.5
million is recorded at each of pressure vessels and cylinders.
NOTE 10: DISCONTINUED OPERATIONS
At September 30, 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 $ 122
========
CURRENT LIABILITIES:
Trade payables $ 101
========
OTHER ASSETS:
Property, plant and equipment, held for sale $ 3,324
========
OTHER LIABILITIES:
Other liabilities $ 781
========
Results of discontinued operations for the three and nine month periods
ended September 30, 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 September 30, 2006 3-months ended September 30, 2005
--------------------------------- ---------------------------------
Net sales $ - Net sales $ 4,865
Income before taxes - Income before taxes 412
9-months ended September 30, 2006 9-months ended September 30, 2005
--------------------------------- ---------------------------------
Net sales $ 3,163 Net sales $ 15,093
Income before taxes 161 Income before taxes 1,223
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 and six month periods ended September 30,
2006 and 2005 (000's)(unaudited):
- 17 -
Pension Postretirement
------------------ ------------------
3-months ended 3-months ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
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
====== ====== ====== ======
Pension Postretirement
------------------ ------------------
9-months ended 9-months ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
2006 2005 2006 2005
------ ------ ------ -----
Benefits earned during year $ 159 $ 159 $ 84 $ 81
Interest cost 180 171 87 84
Amortization of:
Prior service cost 12 12 - -
Unrecognized net loss (gain) 24 48 54 54
Unrecognized net obligation - - 36 36
Expected return on plan assets (216) (165) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 159 $ 225 $ 261 $ 255
====== ====== ====== ======
In May 2006, the Company made a required payment of $446,000 to the
Metals pension plan.
The following tables present the components of net periodic benefit
costs for the discontinued plastics operation pension and other postretirement
plans for the three and nine month periods ended September 30, 2006 and 2005
(000's)(unaudited):
Pension Postretirement
------------------ ------------------
3-months ended 3-months ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
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
====== ====== ====== ======
- 18 -
Pension Postretirement
------------------ ------------------
9-months ended 9-months ended
------------------ ------------------
September 30, September 30,
------------------ ------------------
2006 2005 2006 2005
------ ------ ------ ------
Benefits earned during year $ - $ - $ - $ -
Interest cost 165 168 24 36
Amortization of:
Unrecognized net loss (gain) 51 45 - -
Expected return on plan assets (195) (213) - -
------ ------ ------ ------
Defined benefit pension and
total other postretirement
benefits costs $ 21 $ - $ 24 $ 36
====== ====== ====== ======
The Company was not required to contribute to the discontinued plastics
operation pension plan in 2006.
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 September 30, 2006 Compared to
Three Months Ended September 30, 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 September 30, 2006 and 2005 are 11.9% and 5.8%, respectively
($ in thousands):
Net Sales Gross Margin EBITDA
-------------------- -------------- --------------
2006 2005 2006 2005 2006 2005
--------- --------- ------ ------ ------ ------
Pressure vessels $ 8,971 $ 5,371 25.5% 17.1% 21.8% 11.0%
Cylinders 3,949 5,104 11.2% 17.2% (1.7%) 9.4%
Grating 2,790 1,954 26.6% 20.9% 18.1% 7.9%
--------- --------- ------ ------ ------ ------
Totals $ 15,710 $ 12,429 22.1% 17.7% 15.2% 9.8%
========= ========= ====== ====== ====== ======
Net sales for the third quarter of 2006 were up 12.6% from the same
quarter of 2005, primarily reflecting a 67% sales increase in pressure vessels
sales and a 43% increase in grating sales offset somewhat by a 23% decline in
cylinders sales. The substantial increase in pressure vessels sales is
- 19 -
primarily attributable to a large purchase of raw material late in the second
quarter. This purchase was facilitated by the liquidity provided from the
sale of Oneida in the first quarter and the raw material permitted this
segment to produce and ship orders out of its expanded backlog. New orders
remained firm in the third quarter and the pressure vessels backlog, although
declining 6% in the third quarter, is still 28% higher than the backlog at the
beginning of the year. The increase in grating sales reflects a continuation
of an improving business environment in China reflecting opportunities
generated by the Chinese government's new five-year planning cycle that began
this year. The decrease in cylinders sales primarily reflects a slow down in
the mobile cylinder line of business, customers stretching out delivery time
to better accommodate their needs and the non-shipment of product due to
management imposed credit holds on certain customers. Backlog at the cylinder
segment declined 5% in the third quarter and is 14% down from the backlog at
the beginning of the year. The Company does not believe that this decline in
backlog is an indication of a declining trend.
Gross margin as a percentage of sales increased by 4.4 percentage points
in the third quarter of 2006 compared to the second quarter of 2005 primarily
reflecting the higher gross margin percentages in the pressure vessels and
grating segments offset by a lower gross margin percentage in the cylinders
segment. The increase in both the pressure vessels and grating segments gross
margins as a percent of sales was primarily attributable to the increase in
sales volume at those locations. Such volume increase permitted each segment
to better plan and schedule production and be more efficient in their
manufacturing processes. The decline in the cylinders gross margin percentage
in the quarter primarily reflects the change in the sales volume at this
segment.
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 the Company's financial
covenants in its borrowing agreements. EBITDA and EBITDA as a percentage of
sales was higher in the third 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
September 30, 2006 and 2005 by segment and corporate and other is as follows
(000's)(unaudited):
Operating Deprec-
Profit iation EBITDA
--------- --------- ---------
2006:
-----
Pressure vessels $ 1,822 $ 131 $ 1,953
Cylinders (103) 36 (67)
Grating 503 3 506
Corporate and other (548) 10 (538)
-------- -------- --------
Totals 1,674 $ 180 $ 1,854
======== ======== ========
2005:
-----
Pressure vessels $ 460 $ 130 $ 590
Cylinders 440 38 478
Grating 187 (32) 155
Corporate and other (512) 11 (501)
-------- -------- --------
Totals 575 $ 147 $ 722
======== ========
Gain on debt extinguishment 3,450
--------
Operating Profit $ 4,025
========
- 20 -
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the third quarter
of 2006 were $1.8 million, an increase of $152,000 from the expenses for the
comparable quarter of 2005. This increase in expense reflects an increase of
$107,000 in the cylinder segment primarily due to increases in bad debt
expense and personnel related costs, including the addition of new salesmen.
Additionally, sales commissions and marketing expenses in the pressure vessel
and grating segments increased as a result of their increase in sales volume.
Overall, SGA expense as a percent of sales decreased to 11.5% in the third
quarter of 2006 from the comparable percentage of 13.3% in the third quarter
of 2005.
Gain on Debt Extinguishments
There was a $3.45 million gain on debt extinguishment in the third
quarter of 2005 related to the NapTech settlement. There was no such gain in
the comparable period in 2006.
Other Income
Other income for the third quarter of 2006 was $10,000, compared to other
income of $28,000 for the third quarter of 2005. There were no significant
offsetting items of other income and expense in either period.
Minority Interests
Minority interests for the third quarter in 2006 and 2005 was $175,000
and $62,000, 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.
Interest Expense
Interest expense for the third quarter of 2006 was $2.0 million compared
to $2.3 million for the third quarter of 2005. This decrease basically
reflects the net change from several offsetting events. Decreased interest
expense, primarily resulting from debt paid down via proceeds from the sale of
Oneida in the first quarter of 2006 and from the favorable note payable
settlements (See NOTE 2: RECENT DEVELOPMENTS - Note Payable Settlements), was
offset somewhat by an increase in Senior Note interest expense as a result of
accruing interest on missed interest payments.
Income Taxes
The tax provision in 2006 and 2005 relates solely to the Company's China
joint venture. 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
September 30, 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.]
- 21 -
Nine Months Ended September 30, 2006 Compared to
Nine Months Ended September 30, 2005
Net sales, gross margins and EBITDA percentages for the six 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 nine month periods
ended September 30, 2006 and 2005 are 11.2% and 8.6%, respectively ($ in
thousands):
Net Sales Gross Margin EBITDA
-------------------- -------------- --------------
2006 2005 2006 2005 2006 2005
--------- --------- ------ ------ ------ ------
Pressure vessels $ 25,090 $ 17,426 23.2% 23.0% 20.2% 17.0%
Cylinders 12,928 15,763 15.9% 17.3% 3.8% 9.1%
Grating 6,133 5,768 27.7% 23.0% 18.1% 11.0%
--------- --------- ------ ------ ------ ------
Totals $ 44,151 $ 38,957 21.7% 20.7% 15.1% 13.0%
========= ========= ====== ====== ====== ======
Net sales for the first nine months of 2006 were up 13.3% from the same
period of 2005, reflecting the net of a 44% sales increase in pressure vessels
sales and a 6% increase in grating sales offset by an 18% decline in cylinders
sales. The increase in pressure vessels sales is attributable to several
factors. One factor was that the pressure vessels segment had a backlog going
into the 2006 year that was $5.5 million higher than the backlog that existed
at the beginning of 2005. This increased backlog generated higher sales in
2006. Pressure vessels backlog at September 30, 2006 continues to be strong
and is approximately $4.4 million higher than the backlog that existed at the
beginning of 2006. Another factor related to the increase in pressure vessel
sales was the large purchase of raw material late in the second quarter. This
purchase was facilitated by the liquidity provided from the sale of Oneida in
the first quarter and the raw material permitted this segment to produce and
ship orders out of its expanded backlog. The increase in grating sales is the
result of an improving business environment in China reflecting opportunities
generated by the Chinese government's new five-year planning cycle that began
this year. The decrease in cylinders sales primarily reflects a slow down in
the mobile cylinder line of business, customers stretching out delivery time
to better accommodate their needs and the non-shipment of product due to
management imposed credit holds on certain customers. At September 30, 2006,
the backlog at the cylinder segment was down 14% from the backlog that existed
at the beginning of the year. The Company believes that this decrease in
backlog is not an indication of a declining trend.
Gross margin as a percentage of sales increased by 1.0 percentage point
in the first nine months of 2006 compared to the comparable period of 2005.
Such increase is the net result of increased gross margin percentages in the
grating and pressure vessel segments offset by a lower gross margin percentage
in the cylinders segment. Gross margin as a percent of sales increased by 4.7
percentage points in the grating segment primarily as a result of
manufacturing efficiencies from the higher sales volume combined with firm
pricing due to an expanding Chinese market. The increase in gross margin
percentage in the pressure vessel segment reflects the net of several
offsetting factors. Margins were negatively affected by our inability to pass
on all of the steel price increases to our beginning of the year backlog which
orders were basically all produced and shipped in the first half of the year.
Orders produced in the third quarter were generally not impacted from these
lower margins and the increase in volume has produced manufacturing
efficiencies that have generated increased margins in the third quarter.
Margins are expected to remain strong in the fourth quarter. The decline in
the cylinders gross margin percentage in the quarter primarily reflects the
change in the sales volume at this segment.
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
- 22 -
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 the Company's financial
covenants in its borrowing agreements. EBITDA was higher in the first nine
months of 2006 than in the first nine months of 2005 due basically to the
higher sales volume in the 2006 period. EBITDA as a percentage of sales was
higher in the first nine months of 2006 compared to the comparable period in
2005 primarily due to the same factors affecting gross profit margin discussed
above. A reconciliation of EBITDA to operating income for the nine months
ended September 30, 2006 and 2005 by segment and corporate and other is as
follows (000's)(unaudited):
Operating Deprec-
Profit iation EBITDA
--------- --------- ---------
2006:
-----
Pressure vessels $ 4,668 $ 401 $ 5,069
Cylinders 395 97 492
Grating 1,100 9 1,109
Corporate and other (1,751) 30 (1,721)
-------- -------- --------
Totals 4,412 $ 537 $ 4,949
======== ========
Gain on debt extinguishment 4,945
--------
Operating profit $ 9,357
========
2005:
-----
Pressure vessels $ 2,568 $ 402 $ 2,970
Cylinders 1,331 108 1,439
Grating 614 23 637
Corporate and other (1,745) 32 (1,713)
-------- -------- --------
Totals 2,768 $ 565 $ 3,333
======== ========
Gain on debt extinguishment 3,450
--------
Operating profit $ 6,218
========
Selling, General and Administrative
Selling, general and administrative (SGA) expenses for the first nine
months of 2006 were $5.2 million, down $171,000 from the expenses for the
comparable period of 2005. This reduction is net of decreases in expense in
the pressure vessel and grating segments offset by an increase in expense in
the cylinder segment. Pressure vessel SGA decreased $297,000 primarily as a
result of a decrease in sales commissions and marketing expenses related to
foreign sales as year 2006 has a higher percentage of U.S. sales compared to
year 2005. Grating SGA expense decreased $114,000 primarily due to reduced
marketing expenses in the earlier part of the 2006 year when sales activity
was lower than the current run rate. Cylinder SGA expense increased $254,000
primarily due to an increase in marketing and engineering expenses, mainly
personnel costs, including the hiring of new employees. This increase was
more than offset by decreased SGA expenses at all other businesses. Such
expense reductions were primarily related to reduced sales on which outside
commissions are paid and reductions in staff at the pressure vessel segment,
as well as other expense reductions in the grating segment. As a percentage of
sales, SGA expenses decreased to 11.7% for the first nine months of 2006 from
13.7% for the comparable period in 2005. [The Company continues to look for
ways to cut costs in all areas.]
- 23 -
Gain on Debt Extinguishments
There were $4.9 million of gains on debt extinguishment during the first
nine months of 2006 compared to a $3.45 million gain in the comparable 2005
period. Of the 2006 amount, $4.0 million related to the settlement of the
SFSC debt and $0.9 million related to the settlement of a $1.017 million note
payable. (See NOTE 2 of NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Note Payable Settlements.) The $3.45 million gain on debt extinguishments
in 2005 related to the NapTech settlement.
Other Income
Other income for the first nine months of 2006 was $30,000, compared to
other income of $45,000 for the first nine months of 2005. There were no
significant offsetting items of other income and expense in either period.
Minority Interests
Minority interests for the first nine months of 2006 and 2005 was
$367,000 and $206,000, respectively. These amounts represent the income
during the period 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 dividend declared in the first quarter of the year.
Interest Expense
Interest expense for the first nine months of 2006 was $6.2 million
compared to $6.6 million for the first nine months of 2005. This decrease
basically reflects the net change from several offsetting events. Decreased
interest expense, primarily resulting from debt paid down via proceeds from
the sale of Oneida in the first quarter of 2006 and from the favorable note
payable settlements (See NOTE 2: RECENT DEVELOPMENTS - Note Payable
Settlements) and the NapTech judgment in July 2005, was offset somewhat by an
increase in Senior Note interest expense as a result of accruing interest on
missed interest payments and by an increase in interest expense 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 and 2005 relates solely to the Company's China
joint venture. 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
September 30, 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.]
- 24 -
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.
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 September 30, 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 SUBSEQUENT EVENTS below.)
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, pursuant to which
the Company paid 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"), pursuant to
- 25 -
which 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 $975,000 amount was subject to bankruptcy court approval in SFSC's
Chapter 11 proceeding. Such approval was received in May 2006, the final
payment was promptly made and the Company recognized a gain from this debt
settlement of $4.0 million in the second quarter of year 2006.
SUBSEQUENT EVENTS
Additional Default
In addition to its prior payment defaults, the Company failed to make
$0.7 million quarterly interest payments on the Senior Notes that were due on
April 1, July 1, and October 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. Both the April 1 and July 1, 2006 defaults
also constitute 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 and all cross defaulted debt are shown as debt in default at
September 30, 2006 and December 31, 2005.
Tender Offer
On October 27, 2006, the Company initiated a tender offer to purchase
for cash all of its outstanding 13% Senior Notes ("Notes"). The consideration
being offered for each $1,000 principal amount of the original 2003 Senior
Notes is $528 and the consideration being offered for each $880 principal
amount of the restructured Senior Notes is $528. In connection with the
tender offer, the Company is soliciting consents from holders of the Notes to
effect certain proposed amendments to the documents governing and relating to
the Notes, including, among other things, the elimination of substantially all
of the restrictive covenants, the elimination of certain events of default and
the amendment of certain other provisions. The tender offer, which will expire
on November 30, 2006, unless extended or earlier terminated, is contingent
upon a number of conditions, including the Company being able to arrange the
necessary financing to consummate the offer. If the Company is able to
arrange such financing and all of the Notes are tendered, the Company would
pay out $13.1 million and would recognize a gain on extinguishment of debt of
approximately $18 million.
SUMMARY OF 2006 ACTIVITIES
Cash and cash equivalents totaled $1.561 million at September 30, 2006, a
decrease of $362,000 from the comparable amount at December 31, 2005. This
resulted from the $10.664 million of net cash provided by investing activities
being offset by $5.184 million of net cash used in operating activities and
$5.842 million of cash used in financing activities. Cash and cash equivalents
at the end of a period represent U.S. lockbox receipts from customers to be
applied to our Wachovia revolving credit facility in the following one to two
business days as well as foreign cash resident in our Chinese joint venture.
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Operating Activities
Operating activities used $5.184 million in cash in the first half of
2006 resulting primarily from a growth of $8.5 million in receivables,
inventories and other current assets being offset somewhat by a growth of $3.1
million in accrued interest payable.
Investing Activities
Investing activities provided $10.664 million in cash as $11.157 million
in net proceeds from the sale of Oneida, as described above, were offset by
capital expenditures of $0.493 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 $1.5 million on two other notes. The revolving credit facility
borrowings decreased $0.9 million during the first nine months of 2006,
primarily the result of the sale of Oneida described above.
FACTORS THAT COULD AFFECT FUTURE RESULTS
The Company'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.
The Company's bank facility expires in December 2006
The Company's revolving credit facility is set to expire on December 3,
2006 and there is presently no agreement in place to extend this facility. We
are pursuing various options, including efforts to convince the existing
lender, Wachovia Bank, to continue with its current facility. Although it may
be possible to negotiate a solution to this issue, no assurance can be given
that we will be able to do so. If we are not able to secure such financing,
our ability to continue in business will be severely limited.
The Company's bank financing is currently in default
We are in default on our senior notes, which has caused cross defaults on
our bank financing and other debt. There are a number of standstill
provisions that exist in a previously executed Intercreditor and Subordination
Agreement that generally prohibit the senior note holders and other lenders
from commencing any action against the Company until a certain specified time
after notification has been received by Wachovia or the Company. No such
notification has been received. However, any such notification would have
adverse consequences on the liquidity, financial position and operations of
the Company. Although it may be possible to negotiate additional waivers of
defaults, no assurances can be given that we will be able to do so.
The Company'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
- 27 -
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.
The Company as 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 September 30, 2006, the
Company has a deficiency in working capital of $38.0 million, a deficiency in
assets of $19.7 million and debt in default of $34.7 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. During 2006, the
Company completed favorable settlement agreements with two lenders and
generated $4.9 million in debt extinguishment gains. As noted above, the
Company has initiated a tender offer for the repurchase of its Senior Notes.
The tender offer is contingent upon a number of conditions, including the
Company being able to arrange the necessary financing to consummate the offer.
Should this offer not be consummated, for whatever reason, this could have an
adverse impact on the Company's liquidity, financial position and future
operations.
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, the Company'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 the Company'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 the Company'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), the
Company's management, including its Chief Executive Officer and Chief
Financial Officer, also conducted an evaluation of the Company'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, the Company's internal control over financial reporting. No
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.
- 28 -
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 proceedings or
matters since the end of the preceding fiscal year.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously
referred to in Item 1A of the Company's Annual Report on Form 10-K for the
year ended December 31, 2005.
Item 3. Defaults Upon Senior Securities
In addition to its prior payment defaults, the Company failed to make
$0.7 million quarterly interest payments on the Senior Notes that were due on
April 1, July 1, and October 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 $9.8 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. The April 1, July 1,
and October 1, 2006 defaults also constitute cross defaults under the Wachovia
loan agreement and under the documents securing the $3.5 million loan from a
private capital fund.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting held on July 18, 2006, the stockholders
elected seven directors for a term expiring at the next Annual Meeting. The
votes, in thousands of shares, on the election of directors were as follows:
Nominee Voted For Withheld
_______ _________ ________
Thomas N. Amonett 14,402 58
Charles E. Bradley, Sr. 14,406 54
Kimball J. Bradley 14,406 54
Thomas L. Cassidy 14,417 43
David E. Jackson 14,417 43
Joseph C. Lawyer 14,403 58
John G. Poole 14,403 57
- 29 -
Item 6. Exhibits
(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
- 30 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: November 13, 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)
- 31 -
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: November 13, 2006
/s/ Kimball J. Bradley
-------------------------------------
Chief Executive Officer
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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: November 13, 2006
/s/ John M. Froehlich
-------------------------------------
Chief Financial Officer
- 33 -
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 September 30, 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 September 30, 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
September 30, 2006 fairly presents, in all material respects, the financial
condition and results of operations of Reunion Industries, Inc. for the
periods presented therein.
Date: November 13, 2006
/s/ Kimball J. Bradley
---------------------------
Chief Executive Officer
- 34 -
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 September 30, 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 September 30, 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
September 30, 2006 fairly presents, in all material respects, the financial
condition and results of operations of Reunion Industries, Inc. for the
periods presented therein.
Date: November 13, 2006
/s/ John M. Froehlich
---------------------------
Chief Financial Officer
- 35 -