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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) DECEMBER 31, 2010
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REUNION INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 01-15739 06-1439715
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(State of Incorporation) (Commission File No.) (IRS Employer ID 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)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 - Other Events
As previously reported, on May 20, 2010, the United States Bankruptcy
Court for the District of Connecticut, Bridgeport Division, entered a Final
Decree terminating the registrant's Chapter 11 Case.
While the Company was operating as "debtor-in-possession in its Chapter
11 bankruptcy, the Company filed under Form 8-K the Monthly Operation Report
that it filed with the Bankruptcy Court and the United States Trustee pursuant
to Rule 2015 of the Federal Rules of Bankruptcy Procedure. Now that the
Company has received its Final Decree terminating its Chapter 11 Case, it is
no longer required to file such Monthly Operating Reports
The Company is unable to comply with Securities and Exchange Commission
requirements for audited financial statements and thus is unable to file (i)
any annual financial reports on Form 10-K for prior years or (ii) any
quarterly financial statements on Form 10-Q for the current year. However,
the Company is filing this Form 8-K in a good faith effort to distribute
financial information to its stockholders.
The financial statements enclosed with this Form 8-K are listed on the
Index page of the attached report. These financial statements reflect a new
beginning reporting basis for the Company of June 1, 2010, the month beginning
the closest to the date of the Final Decree noted above.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
Date: April 5, 2011 REUNION INDUSTRIES, INC.
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By: /s/ John M. Froehlich
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John M. Froehlich
Executive Vice President
of Finance and Chief
Financial Officer
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REUNION INDUSTRIES, INC.
INDEX
Page No.
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Financial Statements:
Unaudited Condensed Consolidated Balance Sheets at
December 31, 2010 and June 1, 2010 (approximate date of
exit from Chapter 11 bankruptcy) 4
Unaudited Condensed Consolidated Statement of Operations
and Comprehensive Income (Loss) for the seven month period
ended December 31, 2010 5
Unaudited Condensed Consolidated Statement of Cash Flow for
the seven month period ended December 31, 2010 6
Notes to Unaudited Condensed Consolidated Financial Statements 7
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REUNION INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
At December 31, 2010 AND June 1, 2010 (Approx. Date of Exit from Chapter 11)
(in thousands)
At December 31, At June 1,
2010 2010
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ASSETS:
Cash and cash equivalents $ 1,485 $ 898
Receivables, net 4,623 4,225
Inventories, net 2,714 2,917
Other current assets 532 585
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Total current assets 9,354 8,625
Property, plant and equipment, net 1,785 1,871
Property, plant and equipment, held for sale 2,056 2,056
Due from related parties 1,416 1,415
Other assets, net 566 703
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Total assets $ 15,177 $ 14,670
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LIABILITIES AND STOCKHOLDERS' EQUITY:
Current maturities of capitalized lease $ 27 $ 27
Trade payables 2,027 1,507
Accrued income tax 413 272
Other current liabilities 4,156 4,583
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Total current liabilities 6,623 6,389
Capitalized lease 69 92
Long-term debt 800 -
Other liabilities 1,574 1,496
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Total liabilities 9,066 7,977
Minority interests 902 843
Commitments and contingent liabilities - -
Stockholders' equity 5,209 5,850
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Total liabilities and stockholders' equity $ 15,177 $ 14,670
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REUNION INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE SEVEN MONTH PERIOD ENDED DECEMBER 31, 2010
(in thousands)
AMOUNTS
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Sales $ 14,901
Cost of sales 12,595
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Gross profit 2,306
Selling, general & administrative 2,846
Other (income), net (67)
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Operating loss (473)
Interest expense, net 76
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Loss from operations
before income taxes
and minority interests (549)
Provision for income taxes 66
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Loss from operations
before minority interests (615)
Minority interests 92
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Net and comprehensive (loss) $ (707)
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REUNION INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE SEVEN MONTH PERIOD ENDED DECEMBER 31, 2010
(in thousands)
AMOUNT
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Cash provided by(used in) operating activities $ (161)
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Cash flow from investing activities:
Capital expenditures (29)
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Cash provided by(used in) investing activities (29)
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Cash flow from financing activities:
Debt borrowing 800
Capital lease payments (23)
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Cash provided by(used in) financing activities 777
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Net increase(decrease) in cash and cash equivalents 587
Cash and cash equivalents, beginning of period 898
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Cash and cash equivalents, end of period $ 1,485
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REUNION INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been
prepared on the basis that Reunion Industries, Inc. (the "Company") began its
operations on June, 1, 2010, a date that approximates May 20, 2010, the date
that the United States Bankruptcy Court for the District of Connecticut,
Bridgeport Division, entered a Final Decree terminating the Company's Chapter
11 Case. For its new beginning, the Company valued its assets and liabilities
at what it determined to be the fair market value of such assets and
liabilities based on its experience and knowledge.
While management has attempted to prepare these unaudited condensed
financial statements in accordance with accounting principles generally
accepted in the United States for interim financial information, these
statements do not conform with all of the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, such statements do not include all
of the information and footnotes required by such instructions and by
accounting principles generally accepted in the United States for complete
financial statements.
NOTE 2. ACCOUNTING POLICIES
Nature of Business
The Company's current operations include (i) an industrial manufacturing
operation in the United States that designs and manufactures hydraulic and
pneumatic cylinders, (ii) a 65% owned joint venture operation in China that
manufactures metal bar grating and (iii) a wholly-owned subsidiary that was
formerly active in the oil and gas industry and continues to operates one gas
well in Oklahoma. In addition, The Company still has property from, and is
responsible for certain liabilities associated with, previously owned
businesses that were sold prior to the Company's emergence from bankruptcy.
Such liabilities include those connected with a defined benefit plan and those
connected with existing and potential asbestos related claims. The
accompanying unaudited condensed consolidated financial statements include all
of these operations.
Accounts Receivable
Receivables are net of $164,000 and 150,000 in allowance for doubtful
accounts at December 31 and June 1, 2010, respectively. Credit is extended
after a credit review by management that is based on a customer's ability to
perform its obligations. Such reviews are regularly updated. The allowance
for doubtful accounts is based upon agings of customer balances and specific
account reviews by management. The Company has no concentration of credit
risks and generally does not require collateral or other security from its
customers.
Inventories
At December 31, 2010, inventories are stated at the lower of cost or
market, at costs that approximate the first in, first out method of inventory
valuation. Reserves for excess, slow moving and obsolete inventories are
based on reviews of inventory usage reports.
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Property
Property is recorded at cost. As noted above, the Company valued its
beginning June 1, 2010 property at fair market value. Such property consisted
of (i) personal property used in the current operations of the business and
(ii) real property that was associated with a former business that was sold.
Such real property is being held for sale.
Minority Interest
The Company consolidates the operations of its 65% joint owned operation
in China. Minority interest represents the allocated value of the 35%
ownership in the profits and net assets of the subsidiary.
Revenue Recognition
Sales are recorded when shipped and title and risks of ownership
transfer to the buyer.
Income Taxes
The Company provides deferred income taxes for all temporary differences
between financial and income tax reporting using the liability method.
Deferred taxes are determined on the estimated future tax effect of
differences between the financial statement and tax bases of assets and
liabilities given the provisions of enacted tax laws. A valuation allowance
is recorded for net deferred tax assets if it is more likely than not that
such asset will not be realized. The Company has significant net operating
loss carryforwards for tax purposes, all of which have been fully reserved.
Note 3. Long-term Debt
In August of 2010, the Company entered into a loan agreement with one of
the members of its Board of Directors. Under the agreement, the Company
borrowed $800,000 for two years with the loan bearing interest at 10% per
annum. Such loan is secured by the real property of the Company.
Note 4. Stockholders' Equity
The following represents a reconciliation of the change in stockholders'
equity for the seven month period ended December 31, 2010 (in thousands):
Accum-
Par Capital ulated
Value in Other
of Excess Accum- Compre-
Common of Par ulated hensive
Stock Value Deficit Loss Total
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At June 1, 2010 $163 $28,076 $(20,247) $ (2,142) $ 5,850
Net loss - - (707) (707)
Other 3 63 - - 66
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At December 31,
2010 $166 $28,139 $(20,954) $ (2,142) $ 5,209
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During the period, 45,000 shares of common stock were acquired by the Company
in open market transactions at an average price per share of $0.19. As a
result, as of December 31, 2010, in accord with a previously reported
authorization by the Company's Board of Directors, the total number of shares
of common stock acquired by the Company in open market transactions was
438,048, at an average price per share acquired of $0.23.
NOTE 5. COMMITMENTS AND CONTINGENT LIABILITIES
The Company has been named in thousands of separate asbestos suits filed
since January 2001 by various plaintiffs' law firms in Michigan, Pennsylvania,
W. Virginia, Ohio, Illinois, Maryland and Alabama. The claims are primarily
directed against over 100 defendants, including Reunion, and allege that
cranes from the Company's former crane manufacturing division, located in
Alliance, Ohio, contained asbestos to which plaintiffs were exposed over an
extended period. The Company denies that it manufactured any products
containing asbestos or otherwise knew or should have known that any component
part other manufacturers provided contained any dangerous or toxic materials.
Counsel for the Company has filed an answer to each complaint denying
liability by the Company and asserting all alternative defenses permitted
under the various Courts' Case Management Orders. Although all such law suits
were stayed during the Company's bankruptcy proceeding, the liability issues
with respect to these suits were not resolved. Upon the Company's exit from
its Chapter 11
proceeding, the previously stayed law suits have become active again and, in
addition, the Company has been served with new complaints. The Company's
insurance carriers cover the significant majority of the legal fees, expenses
and settlements involved with these claims.
In July, 2007, the Company, as successor to Buttes Gas & Oil Company
(BGO), received a request from the U.S. Environmental Protection Agency (EPA)
for payment of $490,400.67 related to costs incurred by the EPA at the
Gambonini Mercury Mine Site in Petaluma, California, from 2004 to 2007. (BGO
leased the site for mining from 1965 to 1970, after which operations were
terminated.) Previously, in March 2003, the Company and the EPA reached an
agreement whereby the Company paid the EPA $100,000 to settle the
then existing claim for payment of environmental restoration efforts expended
by the EPA prior to that date. This July 2007 request for payment was not
resolved in the Company's bankruptcy proceeding. Negotiations on this
liability are ongoing and final resolution of this matter still resides with
the Bankruptcy Court.
As noted above, the Company maintains a defined benefit pension plan that
was a liability of a former division that was sold. As of December 31, 2010,
the actuarial value of the vested benefits of this plan exceeded the fair
market value of the assets of the plan by $1.4 million.
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