FORM 10-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File #0-12293
CANISCO RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE No. 54-0952207
(State of Incorporation) IRS Employer Identification
300 Delaware Avenue, Suite 714, Wilmington, Delaware 19801
(Address of Principal Executive Offices and Zip Code)
Registrant's Telephone Number, Including Area Code
(302) 777-5050
Securities Registered Pursuant to Section 12 (b) of the Act: None
Securities Registered Pursuant to Section 12 (g) of the Act:
Common Stock, Par Value $.0025 Per Share
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
The aggregate market value held by non-affiliates of the registrant as of
June 1, 1999: Common Stock, par value $.0025 per share $4,804,812
The number of shares outstanding as of the close of business on July 12, 1999,
was 2,526,565 shares of Common Stock, par value $.0025 per share.
CANISCO RESOURCES, INC. - 1999 Form 10-K Annual Report
Table of Contents
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
PART I
ITEM 1 BUSINESS
Canisco Resources, Inc. (stock symbol "CANRC"), a Delaware corporation, was
founded in 1996 as the successor by merger of Nuclear Support Services, Inc.
(NSSI or the Company), which was founded in 1973, and NSS of Delaware, Inc.
Shareholder approval for the merger of NSSI and NSS of Delaware into Canisco
Resources, Inc. was granted at a special meeting of shareholders held March
29, 1996. This merger was also effected pursuant to the Company's Amended
Joint Plan of Reorganization which was confirmed by the United States
Bankruptcy Court for the Middle District of Pennsylvania, Harrisburg on April
24, 1996.
In June 1993, the Company created a new subsidiary, IceSolv, Inc. (IceSolv) to
provide dry ice blasting services for decontamination, cleaning and
preparation of surfaces for the nuclear power, electrical and other general
industries.
Effective October 1, 1993, the Company acquired two companies, Oliver B.
Cannon & Son, Inc. and Sline Industrial Painters, Inc., marketed together as
Cannon Sline. Cannon Sline provides surface preparation, specialty coatings
and related services to the power generation, pulp and paper, and other
general industries across the United States.
On January 31, 1996, the Company filed a Joint Plan of Reorganization. An
Amended Joint Plan of Reorganization (the "Amended Plan") was filed and
confirmed by the Court on April 24, 1996. On June 28, 1996 the Company met
all the requirements of the Amended Plan by executing the necessary banking
documents for securing exit financing. The Company's exited from bankruptcy
on July 1, 1996.
In May 1996, Oliver B. Cannon & Son, Inc. and Sline Industrial Painters Inc.
were merged pursuant to the Amended Plan. The surviving entity is Cannon
Sline, Inc., a Pennsylvania corporation. Cannon Sline remains an operating
subsidiary under the reorganization and restructuring plans.
In June 1996 substantially all the assets of Henze Services, Inc., a former
subsidiary which provided maintenance services for valves and valve actuators,
were sold pursuant to the Amended Plan. This subsidiary was then self-
liquidated in bankruptcy.
On March 24, 1998, the Court administratively closed the bankruptcy
proceedings pending the resolution of two contested matters. These matters
have subsequently been resolved.
Effective April 22, 1998, the Company acquired all the outstanding stock of
Mansfield Industrial Coatings, Inc. (Mansfield). Mansfield provides specialty
coating, asbestos, and lead abatement services to power generation, pulp and
paper, petro-chemical and other general industries located throughout the
southeastern and gulf coast regions of the country.
The current structure of Canisco Resources, Inc. reflects these changes.
MARKETS AND SERVICES FOR CANISCO RESOURCES
Canisco Resources, Inc. provides a range of maintenance services on an as-
needed basis primarily to the power generation, petro-chemical and pulp and
paper industries through the Company's operating subsidiaries. The Company's
services consist of specialty cleaning, decontamination, janitorial services,
technical support, surface preparation and painting and specialty coatings and
linings application. The Company also provides turnkey identification system
services along with miscellaneous metal, siding and roof replacements,
insulation and abatement services to its clients.
Power Generation Market
Twenty one percent (21%) of consolidated revenues in fiscal year 1999 was
attributable to nuclear, fossil fuel, hydro-electric and other customers whose
operations involve the production of electricity. This is a decrease from
thirty three percent (33%) in fiscal year 1998 and thirty one percent (31%) in
fiscal year 1997.
Petro-Chemical Market
The petro-chemical market was the largest market for the Company's services in
fiscal year 1999. Thirty nine percent (39%) of the Company's revenues was
generated from clients in the petro-chemical and refining industry which
includes chemical, crude oil and natural gas processing compared to twenty
four percent (24%) and twenty one (21%) in fiscal years 1998 and 1997
respectively.
Pulp and Paper Market
Pulp and paper facilities serviced by the Company include mills and production
plants whose primary operations involve the production of paper, paperboard
and pulp. Of the Company's consolidated revenues in fiscal year 1999,
fourteen percent (14%) was generated from customers in this industry compared
to twenty percent (20%) in fiscal year 1998 and twenty five percent (25%) in
fiscal year 1997.
Other Markets Served
The Company provides services to government facilities and state and municipal
infrastructure as well as automotive, metals and mining, textiles, marine and
printing industries. No one of these industries is a significant part of the
Company's business. Twenty six percent (26%) of the Company's consolidated
revenues during fiscal year 1999 were generated from services provided to this
group of industries compared to twenty three percent (23%) for fiscal year
1998 and fiscal year 1997.
The Company's business is impacted by seasonal sensitivity. Historically,
demand for the Company's services is highest in the spring through fall and
lowest during the winter months. The Company's assets are not assigned to a
particular market.
COMPETITION
The Company's subsidiaries compete with approximately one hundred (100)
national and/or regional competitors. Price, quality and customer service are
the governing factors.
CLIENTS
The Company's clients consist primarily of electric utilities, major oil
companies, paper companies and other general industry. Because of the nature
of the services offered by the Company and the size of the projects in which
the Company is engaged, a small number of clients, at times, account for a
significant percentage of the Company's revenues in a given fiscal year.
For fiscal years 1999 and 1997, no client represented more than ten percent
(10%) of revenues. For fiscal year 1998, Northeast Utilities accounted for
twelve percent (12%) of consolidated revenues.
The Company operates primarily within the United States. The Company has or
is performing contracts in Alabama, Arizona, Arkansas, California, Colorado,
Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas,
Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota,
Mississippi, Missouri, Montana, Nebraska, New Hampshire, New Jersey, New
Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Rhode Island,
South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West
Virginia, Wisconsin, and Wyoming.
The Company's contracts with its clients provide for charges for services on a
time and material, fixed-price and/or modified fixed-price basis. The time
and materials contracts generally permit the client to control the amount,
type and timing of services to be performed by the Company, and most of the
contracts permit the client to terminate the contract with appropriate notice.
The Company's clients often modify the nature and timing of services to be
performed. The fixed-price and modified fixed-price contracts are recognized
on the percentage of completion method and are measured by the cost-to-cost
method. Revenues from time and material contracts are recognized as work
progresses. Provisions for estimated losses on uncompleted contracts are made
in the period in which losses are determined.
The Company's uncompleted contracts include both undetermined and specific
dollar contracts for services. The Company has found that the undetermined
dollar contracts are longer term and give it more flexibility in being
responsive to customers' needs. Due to the number and nature of undetermined
dollar contracts and customer scheduling changes which may effect the timing
of contract initiation and completion, it is difficult for management to place
an exact dollar value on its present uncompleted contracts.
INSURANCE
In addition to insurance required by statute, the Company maintains insurance
coverage for general liability. Based on scope of their operations, the
company's subsidiaries maintain environmental and pollution liability
insurance as may be applicable.
PERSONNEL
The seasonality of the business causes the employment of the Company to vary
widely throughout the year. During the fiscal year ended March 31, 1999, the
number of personnel employed at one time by the Company fluctuated between
approximately 520 and 1250.
Managerial and clerical employees of the Company and its subsidiaries are not
affiliated with a union nor are the project related employees of IceSolv and
Mansfield. Cannon Sline, Inc. utilizes union labor for field projects on an
as-needed basis. Pertinent collective bargaining agreements to which Cannon
Sline is signatory are: Collective bargaining agreements between District
Council No. 21 International Brotherhood of Painters and Allied Trades, and
the Associated Master Painters and Decorators of Philadelphia and Vicinity and
Cannon Sline (expires 04/30/01); National Power Generating Facilities
Agreement between IBPAT, AFL-CIO-CFL and Cannon Sline; Corrosion Control
Agreement in Industrial Plants between IBPAT, AFL-CIO-CFL and Cannon Sline;
Fire-Retardant Coatings Agreement between IBPAT, AFL-CIO-CFL and Cannon Sline;
National Tank Agreement between IBPAT, AFL-CIO-CFL and Cannon Sline; National
Rubberlining Agreement between the International Brotherhood of Boilermakers,
Iron Shipbuilders, Blacksmiths, Forgers and Helpers, AFL-CIO and Cannon Sline;
National Bridge & Tunnel Agreement between IBPAT, AFL-CIO-CFL and Bridge
Painting Contractors; National Erectors Association National Maintenance
Agreement between IBPAT, AFL-CIO-CFL and Cannon Sline, and, Installation of
Corrosion Proof Materials Agreement between the Operative Plasterers and
Cement Masons International and Cannon Sline. Unless otherwise noted, the
foregoing agreements provide for annual renewal absent written notice. Cannon
Sline does not expect any significant difficulty in renewing any of its
agreements.
The following table sets forth the demographics of the Company's employees for
the period indicated.
Description At Fiscal Year End
1999 1998 1997
Union Project Personnel 309 405 432
Non-Union Project Personnel 362 81 83
Clerical, Administrative,
Sales and Management Personnel 130 92 83
Total Personnel 801 578 608
ITEM 2 PROPERTIES
The Company and its subsidiaries maintain office and shop/storage facilities
suitable to support operations. These facilities are geographically located
to provide effective customer service:
The following properties are owned: Lakeland, FL; Sulphur, LA; Houston, TX;
Chesterfield County, VA; and Mobile, AL.
The following properties are leased: Philadelphia, PA; Kennewick, WA;
Palmyra, PA; Sacramento, CA; Brunswick, OH; Atlanta, GA; Pensacola, FL; Baton
Rouge, LA; West Monroe, LA; and Wilmington, DE.
There are no major encumbrances on the real properties with the exception of
liens granted to the Company's lenders on the owned properties.
ITEM 3 LEGAL PROCEEDINGS
The Company or its subsidiaries are involved in various claims and legal
actions arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of these matters will not have a material
adverse effect on the Company's consolidated financial position. For
information related to the Company's bankruptcy filing in 1995, please refer
to prior reports and Item 1.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended 1999.
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Canisco Resources, Inc. had 2,526,565 shares of common stock outstanding and
approximately 366 shareholders of record as of June 1, 1999. The Company's
common stock traded on the NASDAQ Stock Market under the symbol "NSSI" until
May 20, 1996 at which time the Company commenced trading on the NASDAQ Small
Cap Market under the symbol "CANR". The above was the result of the merger
of Nuclear Support Services, Inc. into Canisco Resources, Inc. in accordance
with the Company's plan of reorganization. On November 30, 1998, the Company's
symbol was changed to "CANRC" inconformance to a waiver of continued listing
requirements issued by NASDAQ. The number of shares of common stock and
shareholders of record did not change.
Stock Highlights
Fiscal Year Fiscal Year
Quarter 1999 1998
Ended High Low High Low
June 30 3 3/4 2 1/2 2 3/4 1 3/8
Sept 30 3 1/4 1 3/4 2 3/4 1 3/8
Dec 31 3 1/2 1 1/2 3 7/8 1 3/4
March 31 2 1/4 1 1/2 2 3/4 1 7/8
ITEM 6 SELECTED FINANCIAL DATA
Financial Highlights for the Fiscal Year End (in thousands except per share
amounts)
1999(1) 1998 1997(2) 1996(3) 1995(4)
Revenues $69,443 $52,227 $50,191 $32,931 $83,116
Income from
operations 2,077 1,586 1,709 407 724
Interest expense 1,777 1,004 963 670 1,554
Net earnings (loss) 80 490 452 (1,508) (2,849)
Basic earnings (loss)
per share 0.03 0.22 0.21 (0.69) (1.31)
Total assets 31,727 20,633 21,301 26,101 39,389
Total long-term debt 19,719 10,256 11,274 5,587 5,587
Liabilities subject
to compromise - - - 5,262 8,146
Equity per share 1.61 1.43 1.20 0.99 1.69
Return on average
equity 2% 17% 19% - -
Weighted average
common and common
equivalent shares (basic) 2,452 2,193 2,170 2,169 2,169
(1) Reflects expenditures of approximately $229 related to the Company's
growth strategy, and approximately $302 of goodwill amortization
associated with acquisition of Mansfield Industrial Coatings.
(2) Reflects net reorganization expenses of approximately $600 and
settlement of the Westinghouse litigation.
(3) Fiscal year end change from September 30th to March 31st (a 6 month
period) and reflects the discontinuance of Henze operations and includes
approximately $1.1 million in reorganization costs.
(4) Reflects the discontinuance of Henze operations, a write-off of
approximately $3.4 million for business restructuring activities and an
accrual of $750 for Federal income tax relating to a prior year.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
During fiscal 1995, the Company determined that the valve repair business as
then currently conducted by its Henze subsidiary, did not fit the Company's
future strategy. Effective June 6, 1996, the Company divested of
substantially all the assets and business of its Henze subsidiary and it is
identified in the financial statements as a discontinued operation. As a
result, the line items on the Company's Consolidated Statement of Operations
from "Revenues from services" through "Income (Loss) from continuing
operations" (inclusive) are presented absent the effects of Henze's operations
(which are identified as discontinued operations and presented as a separate
line item on a net basis). Results from continuing and discontinued
operations are then combined to produce net earnings (loss).
Recently Issued Accounting Standard
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). This statement establishes
accounting and reporting standards requiring that every derivative instrument
be recorded in the balance sheet as either an asset or liability measured at
its fair value. SFAS 133 also required that changes in the derivative
instruments' hedge accounting criteria are met. SFAS 133 is effective for
fiscal years beginning after June 15, 2000. The Company expects that adoption
of SFAS 133 will not have a material impact on the Company's financial
condition or results of operations.
Year 2000 Issue
Many computer systems were based upon using two digits rather than four to
define the applicable year. As a result, those systems are time sensitive and
recognize a date using "00" as the year 1900 rather than the year 2000. This
could cause a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
The Company utilizes software vendors for its major computer program
applications. Prior to the end of fiscal year 1999, the Company installed,
and is currently testing, a Year 2000 compliant version of the Company's
financial, inventory, and job costing software. Testing is scheduled to be
completed by August 1999. The Company is also in the process of assessing its
internal personal computer network, telephones, facsimile machines and
labeling equipment for Year 2000 compliance.
In addition to risks associated with the Company's own computer systems and
equipment, the Company has relationships with, and is to varying degrees
dependent upon, a number of third parties that provide goods, services and
information to the Company. These include suppliers, licensees, vendors, and
financial institutions. If any of these third parties experience failures in
their computer systems or equipment, which systems and equipment are outside
the control of the Company, due to Year 2000 non-compliance, it could affect
the Company's ability to engage in normal business activities. Although the
Company has minimal computer interface with third parties, the Company is in
the process of making contact with all of its significant customers, suppliers
and partners to determine the extent, if any, to which the Company is
vulnerable should these third parties experience a Year 2000 failure of their
system and to ascertain their Year 2000 compliance and risks. The Company has
multiple suppliers who provide materials and supplies, and believes that it
could quickly find alternative sources for these products. The Company does
not believe that the cost of becoming Year 2000 compliant will be in excess of
$25,000. To date, the Company has incurred minor expenses, primarily for
assessment of the year 2000 issue, development of a modification plan, and
preparation for the installation of a year 2000 compliant version of its
financial, inventory, and job costing software.
The cost of the project and the dates on which the Company believes it will
complete the Year 2000 modifications are based on management's best estimates.
However, there can be no guarantee that these estimates will be achieved.
Results of Operations 1999 Compared to 1998
On April 22, 1998, the Company acquired the business of Mansfield Industrial
Coatings, Inc. The addition of Mansfield's client base to the Company
somewhat shifted the Company's market sector balance. Unless otherwise noted,
shifts in the Company's revenues and gross margin contribution and improved
operating income are attributable to the addition of the Mansfield business.
Fiscal year 1999 revenues were $69,443,000 compared to $52,227,000 for fiscal
year 1998. The power generation market accounted for twenty one percent (21%)
of the 1999 total revenues compared to thirty-three percent (33%) for fiscal
year 1998 revenues. The petro-chemical business contribution increased to
thirty nine percent (39%) from twenty four percent (24%) for fiscal year 1998.
The pulp and paper market business represented fourteen percent (14%) of
revenue in 1999 versus twenty percent (20%) in fiscal year 1998. This decline
was driven by general softness in the pulp and paper market especially the
availability of capital projects. The revenue contribution of all other
markets collectively was twenty six percent (26%) which is consistent with the
prior year. The contribution of the various markets reflect the
diversification strategy of the Company.
The gross margin of the Company was $12,857,000 for fiscal year 1999 compared
to $9,376,000 for fiscal year 1998 and as a percent of revenue, gross margin
was nineteen percent (19%) for fiscal year 1999 compared to eighteen percent
(18%) for fiscal year 1998. This increase in gross margin percentage is
attributable to shifts in revenues between market sectors, the impact of
weather, and the impact of the addition of Mansfield to the Company's
business.
General and administrative expenses were $10,780,000 compared to $7,790,000
for the prior year. As a percent of revenue, general and administrative
expenses increased to 16% from 15% from fiscal year 1998 to 1999. In addition
to the general and administrative expenses associated within the Mansfield
operation, the Company amortized goodwill in the amount of $302,000 associated
with the business, $152,000 of which was expensed in the fourth quarter
relating to the impact of fourth quarter revisions to the original purchase
price allocation. Considering its growth strategy and the track record of its
businesses, the Company has re-evaluated the useful life of the Mansfield
business and will change its estimate for purposes of amortizing the remaining
goodwill effective April 1, 1999. During the fourth quarter, the Company also
had non-recurring expenses of $229,000 related to its investment in its growth
strategy of which $108,000 was associated with potential acquisitions and
$121,000 associated with its equity raising efforts.
Income from operations increased to $2,077,000 compared to $1,586,000 for
fiscal year 1998. This increase was attributable to increase in revenue and
improvement in gross margins offset somewhat by an increase in general and
administrative expenses.
Interest expense for the year was $1,777,000 compared to $1,004,000 in fiscal
year 1998. The increase was due primarily to the increase of the debt
associated with the Mansfield acquisition and increase of the revolving credit
facility, the proceeds of which were used to pay off the Company's prepetition
obligations.
The Company had other income, net of expenses of $199,000 in fiscal year 1999
compared to $77,000 for fiscal year 1998.
Income tax expense for fiscal year 1999 was $420,000 compared to $168,500 for
the fiscal year ended 1998. The increase in income taxes was the result of
increased income from operations and the effect of goodwill amortization and a
revision of an estimate of its deferred tax asset.
Net income from operations was $80,000 or $0.03 cents per share (basic)
compared to $490,000 or $0.22 cents per share (basic) a year ago. The
decrease in net earnings is primarily attributable to increase interest
expense, non-recurring general and administrative expenses and taxes.
Results of Operations 1998 Compared to 1997
Fiscal year 1998 revenues were $52,227,000 compared to $50,195,000 for fiscal
year 1997. The increase was due primarily to the award of a multi-year
maintenance agreement in the power generation market. The power generation
market accounted for thirty-three percent (33%) of the 1998 total revenues
compared to thirty-one percent (31%) for fiscal year 1997 revenues. The
petro-chemical business contribution increased to twenty-four percent (24%)
from twenty-one percent (21%) for fiscal year 1997. The pulp and paper market
business represented twenty percent (20%) of revenue in 1998 versus twenty-
five percent (25%) in fiscal year 1997. This decline was driven by the
completion of several large capital projects performed in the prior year. The
revenue contribution of all other markets collectively remained constant on a
percentage basis at twenty three percent (23%). The contribution of the
various markets reflect the diversification strategy of the Company.
The gross margin of the Company was $9,376,000 compared to $9,538,000 for
fiscal year 1997 and as a percent of revenue, gross margin was eighteen
percent (18%) compared to nineteen percent (19%). This decrease in gross
margin percentage is attributable to several large capital projects completed
in the prior year, shifts in revenues between market sectors and the impact of
weather.
General and administrative expenses were $7,790,000 compared to $7,829,000 for
the prior year. As a percent of revenue, general and administrative expenses
decreased to 15% from 16%.
Income from operations decreased to $1,586,000 compared to $1,709,000 for
fiscal year 1997. This decrease was attributable to decreases in gross
margins offset somewhat by a decrease in general and administrative expenses.
Interest expense for the year was $1,004,000 compared to $963,200 in fiscal
year 1997. The increase was due primarily to the increase of the revolving
credit facility, the proceeds of which were used to pay certain long term debt
obligations.
The Company had other income, net of expenses of $77,000 in fiscal year 1998
compared to other expenses net of income of $169,000 for fiscal year 1997.
In 1997 significant items were reorganization expenses, gain on the discount
of compromised liabilities and settlement of the litigation against
Westinghouse.
Income tax expense for fiscal year 1998 was $168,500 compared to $52,000 for
the fiscal year ended 1997.
Net income from continuing operations was $490,000 or $0.22 cents per share
compared to $525,000 or $0.24 cents per share a year ago. There were no
losses attributable to discontinued operations in the period compared to a
loss of $73,000 or $0.03 cents per share in the prior fiscal year.
Combining the results of continuing and discontinued operations the Company
posted a net income of $490,000 or $0.22 cents per share (basic) compared to
$452,000 or $0.21 per share a year ago.
Liquidity and Capital Resources
The Company's ability to generate cash adequate to meet its needs depends
primarily upon payments for its services and periodic bank borrowings. These
sources of liquidity are reduced by the payment of direct costs, taxes,
purchase of property and equipment and periodic repayment of the Company's
revolving line of credit and term debt.
The Company was operating as a Debtor-In-Possession under the terms of Chapter
11 Reorganization of the United States Bankruptcy Code, Case Number 1-95-01767
prior to its emergence from bankruptcy on July 1, 1996. As of March 1, 1996
the Company entered into a cash collateral stipulation allowing it to use its
own cash for continued operations.
The use of cash collateral continued through July 1, 1996, when the Company
secured financing with a new lender, BNY Financial Corporation. This
refinancing consisted of a five year commitment for an $11,000,000 revolving
credit line and $3,900,000 in long term debt.
Effective April 17, 1998, the Company amended its credit facility with its
current lender, BNY Financial Corporation. The amended credit facility
consists of a three year commitment with automatic extensions for two
additional years for a $25,000,000 credit facility. The amended facility
included a $5,000,000 acquisition credit loan, which was utilized for the
Mansfield acquisition. The Company intends to continue to pursue acquisition
opportunities and may be in various stages of negotiation, due diligence and
documentation of potential acquisitions at any time. The timing, size or
success of any acquisition effort and the associated potential capital
commitments cannot be predicted. The Company expects to fund future
acquisitions primarily with working capital, cash flow from operations and
borrowing, including any unborrowed portion of the credit facility, as well as
issuances of additional equity or debt. To the extent the Company funds a
significant portion of the consideration for future acquisitions with cash, it
may have to increase the amount available for borrowing under the credit
facility or obtain other sources of financing through the public or private
sale of debt or equity securities. There can be no assurance that the Company
will be able to secure such financing if and when it is needed or on terms the
Company deems acceptable. If the Company is unable to secure acceptable
financing, its acquisition program could be negatively affected. Capital
expenditures for equipment and expansion of facilities are expected to be
funded from cash flow from operations and supplemented as necessary by
borrowings under the credit facility.
The Company announced on April 19, 1999, that on April 16, 1999 it had entered
into a Securities Purchase Agreement with SCC Investment I, L.P., the details
of the transaction are provided in Part III, Item 13
At March 31, 1999, the Company had borrowed approximately $10,750,000 on its
revolving credit line and had an outstanding principal balance of $6,314,000
on its long term secured loan obligation. The Company is in compliance with
the debt covenants of its Credit Agreement, as amended from time to time.
At March 31, 1999, the Company had working capital of approximately $8,496,000
compared to working capital of $3,963,000 for fiscal year end 1998. The
increase in working capital was due primarily to the increase in cash,
accounts receivable, accounts payable, and accrued expenses offset somewhat by
the decrease in current portion of long term debt.
Looking Forward
The Company plans to continue the growth strategy announced last year pending
closing of the sale of preferred stock contemplated by the transaction
announced in April and described in Part III, Item 13 herein, and subject to
its approval by the Company's shareholders.
The influx of equity contemplated by the transaction and the favorable
relationships the Company has developed with its lender and within its markets
place the Company at the forefront of the industry to rapidly expand its
business through acquisitions and organic growth. The Company believes its
previously stated target of annualized revenues of $200 Million in the year
2000 is achievable.
Cautionary Statement
Statements in this Report on Form 10K which express the "belief",
"anticipation" or "expectation," as well as other statements which are not
historical fact, are forward looking statements within the meaning of the
Private Securities Litigation Reform Action of 1995 and involve risks and
uncertainties that could cause actual results to differ materially from those
projected. Certain factors such as competitive market pressures, material
changes in demand from larger customers, changes in weather, availability of
labor, changes in government policies and changes in economic conditions could
cause actual results to differ materially from those in the forward-looking
statements.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any material exposure to market risk associated with
activities in derivative financial instruments, other financial instruments
and derivative commodity instruments.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CANISCO RESOURCES, INC.
Consolidated Financial Statements
Years Ended March 31, 1999, 1998 and 1997
(With Independent Auditors' Report Thereon)
Independent Auditors' Report
The Board of Directors and Shareholders
Canisco Resources, Inc.:
We have audited the accompanying consolidated balance sheets of Canisco
Resources, Inc. and subsidiaries as of March 31, 1999 and 1998, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended March 31, 1999.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Canisco
Resources, Inc. and subsidiaries as of March 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended March 31, 1999, in conformity with generally accepted
accounting principles.
KPMG LLP
Philadelphia, Pennsylvania
July 1, 1999
CANISCO RESOURCES, INC.
Consolidated Balance Sheets
March 31, 1999 and 1998
Assets 1999 1998
Current assets:
Cash and cash equivalents
(including restricted cash) $ 1,944,053 $ 1,188,393
Accounts receivable
Billed, less allowances of $566,641
and $137,933 at March 31, 1999 and
1998, respectively 12,181,791 7,749,599
Unbilled 398,944 242,930
Other 268,420 283,491
Total accounts receivable 12,849,155 8,276,020
Inventory 424,020 419,697
Deferred income taxes 366,000 289,000
Costs and estimated earnings in excess of
billings on uncompleted contracts 1,427,806 1,377,433
Prepaid expenses and other current assets 404,660 631,631
Total current assets 17,415,694 12,182,174
Property and equipment:
Land 804,000 954,100
Buildings and improvements 785,663 1,085,812
Machinery and equipment 6,025,828 2,545,281
Furniture and fixtures 494,022 404,811
Vehicles 1,091,481 389,516
9,200,994 5,379,520
Less accumulated depreciation 2,624,997 1,886,289
6,575,997 3,493,231
Deferred income taxes 804,000 2,116,000
Intangible pension asset 802,402 905,938
Other assets 1,228,685 1,935,966
Goodwill 4,899,753 -
Total assets $ 31,726,531 $ 20,633,309
See accompanying notes to consolidated financial statements.
CANISCO RESOURCES, INC.
Consolidated Balance Sheets
March 31, 1999 and 1998
Liabilities and Shareholders' Equity 1999 1998
Current liabilities:
Current portion of long-term debt
(including related party) $ 1,824,711 $ 1,974,993
Accounts payable and bank overdrafts 3,291,920 3,301,171
Accrued payroll and employee benefits 1,562,989 1,137,532
Billings in excess of costs and estimated
earnings on uncompleted contracts 732,058 379,462
Other accrued expenses 1,507,988 1,425,957
Total current liabilities 8,919,666 8,219,115
Note payable to bank 10,754,785 6,526,421
Long-term debt (including related party),
less current portion 7,139,282 1,755,000
Accrued pension cost 846,582 962,869
Total liabilities 27,660,315 17,463,405
Shareholders' equity:
Common stock, $.0025 par value, authorized
20,000,000 and 10,000,000 shares; issued
2,788,617 and 2,477,592 shares; outstanding
2,526,565 and 2,215,540 shares at March 31,
1999 and 1998, respectively 6,972 6,194
Additional paid-in capital 3,688,764 2,873,101
Retained earnings 4,322,017 4,242,146
Treasury stock, at cost (3,951,537) (3,951,537)
Total shareholders' equity 4,066,216 3,169,904
Commitments and contingencies
Total liabilities and shareholders' equity $31,726,531 $20,633,309
CANISCO RESOURCES, INC.
Consolidated Statements of Operations
Years ended March 31, 1999, 1998, and 1997
Year ended March 31,
1999 1998 1997
Revenues from services $69,443,141 52,227,363 50,195,491
Cost of services 56,585,831 42,851,839 40,657,144
Gross margin 12,857,310 9,375,524 9,538,347
General and administrative
expenses 10,780,435 7,789,533 7,829,001
Income from operations 2,076,875 1,585,991 1,709,346
Interest expense (1,776,529) (1,003,979) (963,120)
Other income, net 199,297 76,909 433,440
Income before
reorganization costs
and income taxes 499,643 658,921 1,179,666
Reorganization costs:
Professional fees - - (996,371)
Gain on discount of
compromised liabilities - - 393,518
Income from continuing
operations before
income taxes 499,643 658,921 576,813
Income tax expense 419,772 168,530 51,690
Income from
continuing operations 79,871 490,391 525,123
(Continued)
CANISCO RESOURCES, INC.
Consolidated Statements of Operations (Continued)
Years ended March 31, 1999, 1998, and 1997
1999 1998 1997
Discontinued operations:
Loss from disposal of
discontinued subsidiary
(net of income tax benefit
of $48,470) - - (72,705)
Loss from discontinued
operations - - (72,705)
Net earnings $ 79,871 490,391 452,418
Earnings per share,
(basic):
Continuing operations $ .03 .22 .24
Discontinued operations - - (.03)
Net earnings per share,
(basic) $ .03 .22 .21
Weighted average common and
common equivalent shares
(basic) 2,452,155 2,193,040 2,169,865
Earnings (loss) per share:
(diluted):
Continuing operations $ .03 .20 .21
Discontinuing operations - - (.03)
Net earnings
per share (diluted) $ .03 .20 .18
Weighted average
common shares (diluted) 2,573,080 2,405,436 2,488,635
See accompanying notes to consolidated financial statements.
CANISCO RESOURCES, INC.
Consolidated Statements of Shareholders' Equity
Years ended March 31, 1999, 1998, and 1997
Common Stock Treasury Stock
Number Additional Number
of paid in Retained of
shares Amount capital earnings shares Amount Total
Balance
at
3/31/96 2,476,242 $6,190 3,472,506 3,299,337 307,052 $(4,630,137) 2,147,896
Exercise
of
options 1,350 4 6,070 - - - 6,074
Net
earnings - - - 452,418 - - 452,418
Balance
at
3/31/97 2,477,592 6,194 3,478,576 3,751,755 307,052 (4,630,137) 2,606,388
Reissuance
of treasury
stock - - (605,475) - (45,000) 678,600 73,125
Net
earnings - - - 490,391 - - 490,391
Balance
at
3/31/98 2,477,592 6,194 2,873,101 4,242,146 262,052 (3,951,537) 3,169,904
Issuance
of stock 311,025 778 815,663 - - - 816,441
Net
earnings - - - 79,871 - - 79,871
Balance
at
3/31/99 2,788,617 $6,972 3,688,764 4,322,017 262,052 $(3,951,537) 4,066,216
See accompanying notes to consolidated financial statements.
CANISCO RESOURCES, INC.
Consolidated Statements of Cash Flows
Years ended March 31, 1999, 1998, and 1997
1999 1998 1997
Cash flows from operating
activities:
Net earnings $ 79,871 490,391 452,418
Adjustments to reconcile
net earnings
to net cash provided by
operating activities:
Depreciation and amortization 1,425,688 629,329 644,467
Deferred income taxes 250,342 283,000 324,000
Provision for doubtful accounts
receivable 396,708 - -
Gain on sale of property (21,390) - -
Gain on discount of compromised
liabilities - - (393,518)
Changes in assets and
liabilities net of
effects from purchases
and sales of subsidiaries:
(Increase) decrease in
accounts receivable (1,584,170) 794,014 3,035,777
Decrease (increase)
in inventory 28,717 (12,531) (39,141)
Decrease (increase)
in prepaid expenses
and other current assets 235,141 958,556 (213,511)
Decrease (increase) in
costs and estimated
earnings in excess of
billings on uncompleted
contracts 948,460 (453,358) 913,883
(Decrease) increase in
other assets 371,408 (1,451,391) 272,217
(Decrease) increase in
accounts payable (314,932) 383,541 (708,278)
(Continued)
CANISCO RESOURCES, INC.
Consolidated Statements of Cash Flows Continued
Year ended March 31,
1999 1998 1997
(Decrease) increase
in accrued payroll
and employee benefits $ (147,179) (305,181) 787,047
Decrease in
other accrued expenses (855,565) (133,956) (2,715,328)
Decrease in
billings in excess
of costs and estimated
earnings on uncompleted
contracts (110,184) (137,155) (267,661)
Decrease in accrued
pension cost (116,287) (89,328) -
Net cash provided by
operating activities 586,628 955,931 2,092,372
Cash flows from investing
activities:
Purchase of property and
equipment (736,592) (199,809) (117,075)
Proceeds from sale of property 572,144 - -
Purchase of Mansfield
(net of cash acquired) (6,052,514) - -
Proceeds from sale of
Henze subsidiary - - 1,200,000
Net cash (used in) provided by
investing activities (6,216,962) (199,809) 1,082,925
Cash flows from financing
activities:
Net borrowings
on notes payable 4,228,364 1,182,556 1,295,628
Proceeds from long-term debt 5,175,105 - 3,900,000
(Continued)
CANISCO RESOURCES, INC.
Consolidated Statements of Cash Flows Continued
1999 1998 1997
Debt issuance costs $ - - (745,522)
Principal payments on
long-term debt (3,017,475) (2,131,635) (6,873,684)
Exercise of stock options - - 6,074
Treasury stock issuance - 73,125 -
Net cash provided by (used in)
financing activities 6,385,994 (875,954) (2,417,504)
Net increase (decrease)
in cash and cash
equivalents 755,660 (119,832) 757,793
Cash and cash equivalents
at beginning of year 1,188,393 1,308,225 550,432
Cash and cash equivalents
at end of year $ 1,944,053 1,188,393 1,308,225
Cash paid during the
year for:
Interest $ 1,676,716 958,776 1,004,516
Income taxes 68,767 23,990 23,654
Supplemental disclosure of
noncash investing and financing
activities -
Increase in intangible asset
resulting from minimum pension
liability adjustment $ - - 1,009,474
Stock issued in acquisition of
Mansfield (note 1) 656,250 - -
Stock paid incentive compensation 160,191 - -
See accompanying notes to consolidated financial statements.
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
Years ended March 31, 1999, 1998, and 1997
(1) Description of Business and Basis of Presentation
Canisco Resources, Inc. provides painting and surface preparation, specialty
coatings and linings, specialty cleaning, decontamination, janitorial, and
technical support services. On September 5, 1995 (the "Petition Date"),
Canisco Resources, Inc. - (the "Debtor") filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") in
the United States Bankruptcy Court for the Middle District of Pennsylvania in
Harrisburg. Under Chapter 11, certain claims against the Debtor in existence
prior to the filing of the petition for relief under the federal bankruptcy
laws were stayed while the Debtor continued business operations as Debtor-in-
Possession. The debtor exited its bankruptcy reorganization on July 1, 1996.
On April 22, 1998, the Company purchased the stock of Mansfield Industrial
Coatings Inc. ("Mansfield") of Pensacola, Florida. Mansfield's lines of
business are similar to that of the parent company.
(2) Summary of Significant Accounting Policies
Basis of Consolidation
The consolidated financial statements include the accounts of Canisco
Resources, Inc. and its wholly owned subsidiaries (together referred to as the
Company"). All significant intercompany transactions and balances have been
eliminated in consolidation. The results of operations of the Company's Henze
Services, Inc. subsidiary are shown as discontinued operations for all periods
presented through its sale in June 1996. In 1996, the Company changed its
name from Nuclear Support Services, Inc. to Canisco Resources, Inc. and
changed its fiscal year-end from September 30 to March 31.
Accounting Estimates
In preparing the consolidated financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the dates of the consolidated balance sheets and income and
expenses for the periods. Actual results could differ from those estimates.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(2) Continued
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments with original maturities of three months or less to be
cash equivalents. Included in cash and cash equivalents at March 31, 1999 and
1998 is cash of approximately $1,197,000 and $1,085,000, respectively,
restricted as to use in connection with the Company's workers' compensation
insurance program.
Revenue and Cost Recognition
Revenues from fixed-price and modified fixed-price construction contracts are
recognized on the percentage-of-completion method, measured by the
cost-to-cost method. Revenues from cost-plus-fee contracts are recognized on
the basis of costs incurred during the period plus the fee earned, measured by
the cost-to-cost method.
Contract costs include all direct material and labor costs and those indirect
costs related to contract performance, such as indirect labor, supplies,
tools, repairs, and depreciation costs. General and administrative costs are
charged to expense as incurred. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined. Changes
in job performance, job conditions, and estimated profitability, including
those arising from contract penalty provisions, and final contract settlements
may result in revisions to costs and income and are recognized in the period
in which the revisions are determined. Profit incentives are included in
revenues when their realization is reasonably assured. An amount equal to
contract costs attributable to claims is included in revenues when realization
is probable and the amount can be reliably estimated.
The asset, "Cost and estimated earnings in excess of billings on uncompleted
contracts," represents revenues recognized in excess of amounts billed. The
liability, "Billings in excess of costs and estimated earnings on uncompleted
contracts," represents billings in excess of revenues recognized. Contract
retentions are included in accounts receivable.
Inventory
Inventory consists primarily of consumable supplies and is stated at the lower
of average cost or market.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(2) Continued
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is provided using the straight-line method over the
estimated useful lives of the assets ranging from three to 10 years for
property and equipment other than buildings. The estimated useful life of
buildings is 40 years. Capital leases are included at the capitalized amount
less accumulated amortization. Amortization of capital leases is included in
depreciation expense. Leasehold improvements are amortized over the shorter
of their estimated useful lives or the terms of the respective leases.
Maintenance and repairs are expensed when incurred, and expenditures for
improvements are capitalized. Any gains or losses from the disposal of assets
are recorded in the year of disposal.
Goodwill
Goodwill is amortized using the straight-line method. The Company assesses
the recoverability of this intangible asset by determining whether the
amortization of the goodwill balance over the remaining life can be recovered
through projected undiscounted future cash flows. The amount of the
impairment, if any, is measured based on projected discounted future operating
cash flows using a discount rate reflecting the Company's average cost of
funds or fair value of the asset, where appropriate. The assessment of the
recoverability of intangible assets will be impacted if estimated future
operating cash flows are not achieved.
Accounts Payable and Bank Overdrafts
Included in accounts payable and bank overdrafts is $768,950 and $825,124 of
bank overdrafts at March 31, 1999 and 1998, respectively.
Stock Based Compensation
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation". The Company measures compensation under its stock option plans
using the intrinsic value approach prescribed under Accounting Principles
Board Opinion No. 25.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(2) Continued
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of
The Company adopted the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
on April 1, 1996. This statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceed the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying amount or fair
value less costs to sell. Adoption of this statement did not have a material
impact on the Company's financial position, results of operations, or
liquidity.
Income Taxes
Deferred income taxes are recognized for the tax consequences of "temporary
differences" by applying enacted statutory tax rates applicable to future
years to differences between the financial statement carrying amounts and the
tax bases of existing assets and liabilities. Additionally, the effect on
deferred taxes of a change in tax rates is recognized in earnings in the
period that includes the enactment date.
Concentration of Credit Risk
The Company provides its services primarily to the power generation, petro-
chemical and pulp and paper industries.
The Company performs ongoing credit evaluations of its customers and generally
does not require collateral. The Company maintains reserves for potential
credit losses and such losses have been within management's expectations.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(2) Continued
Net Earnings (Loss) Per Share of Common Stock
During fiscal year 1998, the Company adopted SFAS No. 128, "Earnings per
Share". The adoption of SFAS No. 128 requires the Company to replace primary
and fully diluted earnings per share with basic and diluted earnings per
share. Basic earnings per share are computed by dividing net income by the
weighted average number of shares of common stock outstanding during the year.
Diluted earnings per common share reflects the potential dilution of
securities that could share in the earnings. Fiscal 1997 earnings per share
have been restated.
Segment Disclosures
In fiscal year 1999, the Company adopted SFAS No. 131 "Disclosures about
Segments of an Enterprise and Related Information." SFAS 131 establishes
standards for reporting information about operating segments and related
disclosures about products and services, geographic areas and major customers.
SFAS No. 131 requires that companies disclose segment data based on how
management makes decisions about allocating resources to segments and
measuring their performance. The Company has one operating segment, which is
engaged in industrial coatings and linings and related services.
Reclassifications
Certain prior year amounts have been reclassified to conform to current year
presentation.
(3) Other Assets
Included in other assets is approximately $525,000 and $1,300,000 at March 31,
1999 and 1998, respectively, related to workers' compensation refunds due from
the Company's insurance carrier.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(4) Costs and Estimated Earnings on Uncompleted Contracts and Retainage
Costs and estimated earnings on uncompleted contracts are summarized as
follows:
March 31,
1999 1998
Costs incurred on uncompleted contracts $41,946,575 67,512,400
Estimated earnings 8,833,645 14,141,842
50,780,220 81,654,242
Less billings to date 50,084,472 80,656,271
$ 695,748 997,971
Included in the accompanying consolidated
balance sheets under the following captions:
Costs and estimated earnings in excess of
billings on uncompleted contracts $ 1,427,806 1,377,433
Billings in excess of costs and estimated
earnings on uncompleted contracts (732,058) (379,462)
$ 695,748 997,971
Accounts receivable billed includes amounts retained by customers, in
accordance with contract provisions, of approximately $399,000 and $243,000 at
March 31, 1999 and 1998, respectively. These amounts are expected to be
collected within one year.
(5) Liabilities Subject to Compromise Under Reorganization Proceedings
In accordance with the bankruptcy reorganization plan, $3,217,480 of the
Company's prepetition liabilities were compromised and are to be paid to
creditors in ten equal quarterly payments. These payments began October 1,
1996 and bear interest at 2% per annum. In accordance with Statement of
Position 90-7, "Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code", the total payments were discounted at 9% resulting in a gain
of $393,518. This gain was recorded in the year ended March 31, 1997.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(6) Long-Term Debt and Notes Payable
Long-term debt is summarized as follows:
March 31,
1999 1998
Acquisition loan payable to bank, the proceeds
of which are used for the purpose of
financing acquisitions collateralized
by the Company's accounts receivable,
inventory, machinery and equipment, real
estate, and general intangibles. The
note bears interest at prime plus 1.0%
(at March 31, 1999 the effective
rate was 8.75%) and is payable
in equal monthly installments through
June 2003. $3,058,810 -
Term loan payable to bank, collateralized
by the Company's accounts receivable,
inventory, machinery and equipment, real
estate, and general intangibles. The
note bears interest at prime plus a
variable margin of 0.5% to 1.0%
(at March 31, 1999 the margin rate was
0.5% and the effective
rate was 8.25%) and is payable
in equal monthly installments through
June 2003. 3,254,981 2,535,000
Prepetition compromised liabilities, net
of discount of $74,000 at March 31, 1998
effective interest rate of 9%
payable in equal quarterly installments
through January 1999. - 1,194,993
Note to bank payable in monthly
installments of $2,235 plus interest
at prime (7.75% @ 3/31/99), due July 2000;
collateralized by four vehicles. 35,767 -
Note to bank payable in monthly
installments of $1,472 plus interest at
prime (7.75% @ 3/31/99), due October 2000;
collateralized by machinery and equipment. 27,972 -
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(6) Continued
March 31,
1999 1998
Note to Associates Commercial Corp. payable
in monthly installments of $5,137 including
interest at 7.14%, due September 2000;
collateralized by eight compressors. 87,433 -
Related party note to Teddy L. Mansfield
payable in monthly installments of $21,292
including interest at 7%, due April 2005. 1,262,774 -
Related party note to R. Dean Mansfield payable
in monthly installments of $14,194 including
interest at 7%, due April 2005. 841,850 -
Related party note to Teddy L. Mansfield payable
in monthly installments of $6,092 including
interest at 7%, due December 2002. 240,503 -
Related party note to R. Dean Mansfield payable
in monthly installments of $3,898 including
interest at 7%, due December 2002. 153,903 -
8,963,993 3,729,993
Less current maturities 1,824,711 1,974,993
$7,139,282 1,755,000
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(6) Continued
On June 28, 1996, the Company entered into an $11,000,000 revolving credit
agreement (the "Credit Agreement") with a bank which expires on June 1, 2001.
The Credit Agreement was amended April 17, 1998 increasing the facility to
$25,000,000 and incorporating automatic renewals through April 16, 2003. The
amended facility includes a $5.0 million acquisition credit loan. At March
31, 1999, the acquisition and term loans as per the preceding table were
outstanding under the amended Credit Agreement. The amount outstanding under
the Revolving Credit portion of the Credit Agreement was $10,754,785 at March
31, 1999 and $6,526,421 at March 31, 1998. Borrowings bear interest at
average monthly libor rate plus a variable margin of 1.5% to 3.5% (at March
31, 1999 the margin rate was 3.0% and the effective rate was 7.937% at March
31, 1998 the rate was prime plus 0.75% and the effective rate was 9.25%), and
are secured by the Company's accounts receivable, inventory, machinery and
equipment, real estate, and general intangibles. The Credit Agreement, among
other things, requires the Company to meet various covenants including minimum
levels of tangible net worth and earnings before interest, taxes,
depreciation, and amortization. The Company was in compliance with these
covenants, as amended, as of March 31, 1999, and management believes that such
compliance will continue through the fiscal year ending March 31, 2000.
Commitment fees are 1/4 of 1% of the average daily unused amount of the Credit
Agreement. The Company is also required to pay a monthly collateral
monitoring fee which was $2,500 and $7,500 in 1999 and 1998, respectively.
At March 31, 1999, future long-term debt payments, excluding payments under
the revolving credit agreement, are as follows:
Year Amount
2000 $1,824,711
2001 1,800,000
2002 1,780,331
2003 2,735,605
2004 380,350
Thereafter 442,918
$8,963,993
Based on the borrowing rates currently available to the Company for debt with
similar terms and average maturities, the fair value of long-term debt
approximates its carrying value.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(7) Acquisition
On April 22, 1998, the Company purchased the stock of Mansfield Industrial
Coatings Inc. ("Mansfield") of Pensacola, Florida for a purchase price of
$7,306,000, consisting of cash and common stock. In addition, an earnout
agreement was entered into, whereby the Company may pay additional
consideration of $750,000 over a three year period depending on the results of
operations of Mansfield. In addition, the former stockholders of Mansfield
are entitled to purchase 100,000 shares of common stock at $2.625 per share
depending on the results of operations of Mansfield over a five year period.
The acquisition was accounted for as a purchase.
During the fourth quarter of fiscal 1999, the Company completed the purchase
price allocation for the Mansfield acquisition. As a result, adjustments were
made to the preliminary purchase price allocation recorded, including
corrections to certain net asset balances and recording of deferred taxes
thereon. The restated purchase price allocation follows:
Net assets $2,354,700
Goodwill 4,951,752
Purchase price $7,306,452
From the date of acquisition through March 31, 1999, the adjusted goodwill
above was amortized on the straight line basis over a 15 year period,
resulting in goodwill amortization expense of $302,000 for the fiscal year
ended March 31, 1999.
Effective March 31, 1999, the Company accrued $250,000 of the contingent
earnout noted above, which was recorded as additional goodwill.
The results of operations of Mansfield are included in the Company's
statements of operations from the date of acquisition. For fiscal year 1999,
the unaudited pro forma results of operations do not differ materially from
the reported results. The following unaudited fiscal 1998 pro forma
consolidated results of operations assume the acquisition occurred at the
beginning of the fiscal year 1998.
Year Ended March 31
1998
(in thousands)
Revenues $ 76,239
Income from continuing operations 2,092
Net income per common share from
continuing operations $ 0.47
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(7) Continued
The pro forma consolidated results do not purport to be indicative of results
that would have occurred had the acquisition been in effect for the period
presented, nor do they purport to be indicative of results that will be
obtained in the future.
(8) Income Taxes
Income tax expense (benefit) relating to continuing operations consists of the
following:
Years ended March 31,
1999 1998 1997
Current:
Federal $ 109,430 (114,470) (272,310)
State 60,000 - -
Total current 169,430 (114,470) (272,310)
Deferred - Federal
and state 250,342 283,000 324,000
Total income tax
expense $ 419,772 168,530 51,690
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(8) Continued
The reconciliation between the tax expense (benefit) computed by multiplying
pretax income (loss) from continuing operations by the U.S. Federal statutory
tax rate and the reported amounts of income tax expense (benefit) is as
follows:
Years ended March 31,
1999 1998 1997
Computed at U.S. statutory
tax rate $ 170,000 224,000 196,000
State income taxes,
net of Federal
income tax effect 32,000 24,000 21,000
Federal income taxes
relating to prior
years 170,000 (95,000) (298,000)
Nondeductible goodwill 103,000 - -
Decrease in
beginning-of-year
balance of valuation
allowance (71,000) - -
Nondeductible expenses
and other, net 15,772 15,530 132,690
Total income tax
expense $ 419,772 168,530 51,690
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(8) Continued
SFAS 109 requires the recognition of deferred tax assets and liabilities for
both the expected future tax impact of differences between the financial
statement and tax basis of assets and liabilities, and for the expected future
tax benefit to be derived from tax loss and tax credit carryforwards. SFAS 109
additionally requires the establishment of a valuation allowance to reflect
the likelihood of realization of deferred tax assets. The tax effects of
temporary differences and carryforwards that give rise to significant portions
of the deferred tax assets and liabilities are as follows:
March 31,
1999 1998
Deferred tax assets:
Allowance for doubtful accounts $ 154,000 2,000
Operating loss carryforwards 2,027,000 2,479,000
Accruals not deducted for tax
purposes 204,000 315,000
AMT credit carryforwards 167,000 167,000
Other 85,000 -
Total gross deferred tax assets 2,637,000 2,963,000
Less valuation allowance - 71,000
Net deferred tax assets 2,637,000 2,892,000
Deferred tax liabilities:
Fixed asset depreciation 1,467,000 458,000
Other - 29,000
Total deferred tax liabilities 1,467,000 487,000
Net deferred tax asset $ 1,170,000 2,405,000
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(8) Continued
The Company's net operating loss carryforwards, which approximate $5,200,000
at March 31, 1999, expire beginning in 2010. In assessing the realizability
of deferred tax assets, management considers whether it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those
temporary differences become deductible. Management believes it is more
likely than not the Company will realize the benefits of these deductible
differences. Accordingly, the valuation allowance for deferred tax assets
decreased by $71,000 during the fiscal year ended March 31, 1999.
In 1995, the Internal Revenue Service (IRS), completed an audit of the
Company's income tax returns for the years ended September 30, 1993, 1992,
1991, and 1990. As a result of the audit, the IRS challenged the write-off for
tax purposes of certain intangible assets made during the year ended September
30, 1993. The Company had previously accrued $750,000 relating to this audit.
The Company settled this matter for approximately $450,000 in April 1997.
Included in other accrued expenses on the Company's consolidated balance
sheets is $385,000 and $420,000 at March 31, 1999 and 1998, respectively,
related to this matter.
(9) Employee Benefit Plans
Effective October 1, 1996, the Company established a defined benefit pension
plan for the benefit of a certain select group of former (retired) senior
management. The benefits to be paid are based on specified amounts for a
specified period of time. The Company has decided to fund the plan by
contributing amounts when necessary for benefit disbursements.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(9) Continued
The following table sets forth the plan's funded status at March 31,
1999 and 1998:
March 31, March 31,
1999 1998
Actuarial present value of accumulated
plan benefits, including vested benefits
of $846,582 and $962,869 at March 31,
1999 and 1998, respectively $ 846,582 962,869
Plan assets at fair value - -
Accumulated plan benefits in excess of
plan assets 846,582 962,869
Unrecognized prior service cost (802,402) (905,938)
Minimum liability adjustment 802,402 905,938
Accrued pension cost $ 846,582 962,869
Net pension cost for the year ended March 31, 1999 and March 31, 1998
included the following components:
March 31, March 31,
1999 1998
Interest cost on projected benefit obligation $ 68,533 75,672
Amortization of prior service cost 103,536 103,536
$ 172,069 179,208
The weighted-average discount rate used to measure the projected benefit
obligation was 8.0%.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(9) Continued
The Company established an Employee Stock Purchase Plan in 1988 for
substantially all of its employees. The Plan offers employees the opportunity
to purchase Company common stock through regular payroll deductions.
Participation in this Plan is voluntary, and the Company pays transaction fees
for purchases made under this Plan.
The Company is obligated under the terms of a thrift plan for substantially
all employees of its subsidiary, Cannon Sline, Inc., not covered by
union-sponsored plans. The Plan allows participants to contribute after-tax
earnings up to a maximum of 10% of annual compensation. The Plan provides for
Company matching and additional discretionary contributions as defined in the
Plan document. The Company expensed approximately $157,000, $163,000, and
150,000, in combined matching and discretionary contributions to the Plan
during the years ended March 31, 1999, 1998 and 1997, respectively.
The Company is required to contribute to pension plans (defined contribution)
administered by collective bargaining organizations. Contributions are based
on hours worked, as specified in the various contracts. Information regarding
these plans is not currently made available by the union administrators or
trustees.
(10) Major Customer
In the year ended March 31, 1999, no single customer accounted for more than
10% of consolidated revenues. One customer accounted for 12% of consolidated
revenues in the year ended March 31, 1998.
(11) Stock-Based Incentive Plans
(a) Stock Appreciation Rights Plan
On January 1, 1995, the Board of Directors adopted the Nuclear Support
Services, Inc. Non-Qualified Executive Stock Appreciation Plan (the "SAR
Plan") to provide incentive to key officers and executives of the Company. A
total of 250,000 appreciation rights (Rights) can be granted under the SAR
Plan through January 1, 2002.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(11) Continued
Rights granted under the SAR Plan are immediately exercisable and expire five
years from the date of grant. Each Right entitles the grantee to receive in
cash, upon exercise thereof, the excess of the market value of one share of
the Company's common stock on the date of exercise over a price specified at
the date of grant. At March 31, 1999, a total of 235,000 Rights have been
granted under the SAR Plan at grant prices ranging from $2.50-$3.00 per Right.
As of March 31, 1999, no Rights have been exercised. The total appreciation
value of all Rights granted as of March 31, 1999 was $ 0.
(b) Stock Option Plans
On February 6, 1990, the Board of Directors adopted the Nuclear Support
Services, Inc. 1990 Stock Option Plan (the "1990 Plan") to provide incentive
to key full-time employees and consultants of the Company. Under the 1990
Plan, stock options could be granted for up to 416,897 shares of common stock.
Options granted under the 1990 Plan are immediately exercisable and expire
five years from the date of grant. All stock options were granted at not less
than the fair market value of the stock on the date granted. The 1990 Plan
was effective January 1, 1990 and expired December 31, 1994. Options
outstanding under the 1990 Plan remain exercisable by their terms after
expiration of the Plan.
On February 8, 1991, the Board of Directors adopted the Directors Stock Option
Program wherein Directors, at their election made in advance, could accept non
qualified stock options in lieu of cash for all or a portion of Director
compensation. Such options could be acquired at the rate of 17% of the market
value of the stock as of the date such compensation was payable. Options
granted under this program were included in the 1990 Plan and are exercisable
at the fair market value of the stock on the date that each Directors
compensation became payable.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(11) Continued
Following is a summary of activity in the 1990 Plan for the years ended March
31, 1999, 1998, and 1997:
Option price per share
Weighted
Shares Range average
Options outstanding at
March 31, 1996 288,793 $ 3.38-9.00 4.87
Exercised (1,350) 4.50 4.50
Canceled or expired (38,696) 3.75-8.50 6.12
Options outstanding and exercisable
at March 31, 1997 248,747 $ 3.38-9.00 4.68
Canceled or expired (72,703) 4.63-9.00 5.71
Options outstanding and exercisable at
March 31, 1998 176,044 $ 3.38-5.50 4.25
Exercised
Canceled or expired (156,632) 3.38-5.50 4.24
Options outstanding and exercisable at
March 31, 1999 19,412 $ 4.13-5.50 4.37
On August 11, 1998, the Board of Directors adopted the 1998 stock
option/incentive plan to provide incentive to directors and employees of the
Company. The plan authorizes options up to 750,000 shares of common stock,
increased each March 31st by an additional number equal to 2% of the number of
shares outstanding on that date, commencing March 31, 1999. Provided,
however, the aggregate number of shares issuable shall not exceed 1,000,000.
Options granted under the 1998 plan are immediately exercisable and expire
five years from the date of grant and may be granted at less than, equal to,
or greater than fair market value of the stock on the grant date. All stock
options will be granted at not less than fair market value of the stock on the
date granted. The 1998 plan is effective March 31, 1999 and expires March 31,
2008. As of March 31, 1999, 105,000 were granted under the plan at an
exercise price of $3.00/share which was greater than the fair market value on
the date granted.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(11) Continued
The following table summarizes information about stock options outstanding at
March 31, 1999:
Weighted
average Weighted
Range of remaining average
exercise Number contractual exercise
prices outstanding life price
$ 3.00 105,000 5 years $ 3.00
4.13 15,936 7 months 4.13
5.50 3,476 1 month 5.50
(12) Dispositions and Discontinued Operations
During September 1995, the Company adopted plans to sell the operations of its
Henze Services subsidiary. On June 4, 1996, the Company completed the sale of
Henze which resulted in proceeds to the Company of $1,350,000 and a pretax
loss of approximately $1,000,000. Revenues from this subsidiary were
$2,226,000 for the year ended March 31, 1997. Certain expenses have been
allocated to discontinued operations, including interest expense, which was
allocated based on the ratio of Henze net assets to the sum of total net
assets of the consolidated Company plus consolidated debt. Interest expense
allocated to discontinued operations for the year ended March 31, 1997 was
$45,439.
(Continued)
CANISCO RESOURCES, INC.
Notes to Consolidated Financial Statements
(13) Commitments and Contingencies
(a) Legal Matters
The Company or its subsidiaries are involved in various claims and legal
actions arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of these matters will not have a material
adverse effect on the Company's consolidated financial position.
(b) Rental Agreements
The Company leases office space and various equipment under operating leases
which provide for minimum rentals as follows:
Year Amount
2000 $439,612
2001 314,717
2002 116,204
2003 18,926
2004 2,446
Total minimum lease payments $891,905
Rental expense under all agreements for the years ended March 31, 1999, 1998,
and 1997 was approximately $546,000, $506,000, and $490,000, respectively.
(14) Subsequent Event (Unaudited)
The Company announced on April 19, 1999, that on April 16, 1999 it had entered
into a Securities Purchase Agreement (the "Purchase Agreement"), with SCC
Investment I, L.P., a Texas limited partnership (the "Investor") and Sterling
City Capital, LLC, a Texas limited liability company ("Sterling"). Pursuant
to the Purchase Agreement, the Investor has committed to purchase up to an
aggregate of 100,000 shares of a newly created series of 7 1/2% Series A
Redeemable Convertible Preferred Stock (the "Preferred Stock") and an
Investment Incentive Warrant (the "Warrant") for a maximum aggregate purchase
price of $10,000,000. Negotiations with respect to certain terms of this
agreement are continuing and the Company expects that the agreement will be
modified. This matter is expected to be presented to the Company's
shareholders, for approval, in the near future.
ITEM 9 CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The composition of the current Board of Directors of the Company
is as follows:
Dale L. Ferguson, Age 64. Employed by the Company since 1974 through fiscal
year 1996 (retired 1996). Director of the Company since 1974.
Donald E. Lyons (1), Age 68. Former President and CEO of the Power Systems
Group of Combustion Engineering (retired 1987). Director of Salient 3
Communications, Inc. Director of the Company since 1993.
Thomas P. McShane (1)(2), Age 45. 1987 to present, President of McShane
Group, Inc., (a financial and management consulting firm) Timonium, MD.
Director of the Company since 1991.
Wm. Lawrence Petcovic (1), Age 52. Director of Employment & Training of The
Ryland Group, Inc., Columbia, MD from 1989 to January 1993 and Director of
Continuous Improvement until December 1993. Business consultant for L.P.
Associates, Columbia, MD, 1994 to September, 1996. Currently Vice President,
Training of Chevy Chase Bank. Director of the Company since 1981.
Joe C. Quick (2), Age 63. Employed by the Company since 1974 through December
31, 1996 (retired 1996). Chairman of the Board of Directors from 1974
through fiscal year 1996. President from February 1990 to December 1994 and
Chief Executive Officer from February 1990 to October 1995. Currently an
agent for New York Life Insurance Company. Director of the Company since
1974.
Ralph A. Trallo, Age 54. President and CEO of Cannon Sline of Philadelphia,
PA; from 1987 to 1998. Named Senior Vice President of the Company in April
1994. Named President and Chief Operating Officer of Company in December 1994
and Chief Executive Officer in October 1995. Mr. Trallo has an employment
contract with Company. Director of the Company since 1993.
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
The terms of office of all of the above directors will expire at the
next annual meeting of the Company. Joe C. Quick, Dale L. Ferguson, and
W. Lawrence Petcovic have indicated their intention to resign prior to
the Company's next annual meeting, upon the closing of the investment
described in Item 13, which is subject to approval by the Company's
stockholders.
The following table details shares held by a director or officer and
their respective spouses and certain relatives (excluding adult
children).
Sole Shared Shares
Voting and Voting and Subject
Investment Investment to Aggregate Percentage
Name Power Power Options Total of Class
Joe C. Quick 84,490 63,026 0 147,516 5.84%
Ralph A. Trallo 112,355 0 27,282 139,637 5.47%
Michael J. Olson 36,893 0 15,000 51,893 2.04%
Dale L. Ferguson 19,000 30,000 0 49,000 1.94%
Donald E. Lyons 16,350 0 4,385 20,735 0.82%
Thomas P. McShane 18,300 0 0 18,300 0.76%
W. Lawrence Petcovic 10,886 0 3,708 14,594 0.63%
All Directors and
Executive Officers as
A Group (7 persons) 298,274 93,026 50,375 441,675 17.14%
Information Regarding Current Executive Officers
The following table identifies Canisco's current executive officers,
sets forth their ages, principal occupation or employment of each during
the past five years, positions and offices held with Canisco and the
terms served as such.
Name Age Principal Occupation or Employment
Ralph A. Trallo 54 See information regarding directors
Michael J. Olson 45 Vice President, Secretary/Treasurer and Chief
Financial Officer of Cannon Sline, Inc. since
1986. Named acting Chief Financial Officer of
Nuclear Support Services, Inc. in January,
1995. Name Chief Financial Officer, Vice
President and Secretary/Treasurer of Canisco
in April, 1995. Mr. Olson has an employment
contract with Canisco.
COMPLIANCE WITH SECTION 16A
For the 1999 fiscal year, no late Form 4 filings were submitted
ITEM 11 EXECUTIVE COMPENSATION
Compensation of Current Executive Officers
The following table sets forth information concerning all compensation paid or
accrued by Canisco and its subsidiaries in respect to the three fiscal years
for 1997, 1998 and 1999 to or for each of the executive officers of Canisco:
Summary Compensation Table
Fiscal Year Compensation Long-Term
Compensation
Awards
Securities
Other underlying
Name and Principal Salary Bonus Compensation option/SARs
Position Year ($) ($) ($)(1) (#)
Ralph A. Trallo 1999 185,000 48,100 134,794(2) 25,000(5)
President, Chief 1998 185,000 115,000 47,590(3) 0
Executive Officer and 1997 185,000 77,700 7,210 50,000
Director
Michael J. Olson 1999 105,000 27,300 37,819(2) 15,000(5)
Vice President 1998 105,000 85,000 37,820(3) 0
Secretary/Treasurer 1997 105,000 44,100 5,469 30,000
and Chief
Financial Officer
(1) Included in Other Compensation are automobile allowances and excess life
insurance benefits provided by Canisco and the value of discretionary
bonuses paid in stock.
(2) At the request of the Compensation Committee, Mr. Trallo and Mr. Olson
agreed to terminate the 1985 Long Term Compensation Plan between
themselves and Oliver B. Cannon & Son, Inc. (the former name of
Canisco's Cannon Sline, Inc. subsidiary). Mr. Trallo and Mr. Olson each
took stock, issued at fair market value, in lieu of the cash due on
termination of the plan.
(3) Mr. Trallo and Mr. Olson were awarded discretionary bonuses in 1998.
Their bonuses were in the form of Company stock issued at fair market
value.
(4) A Stock Appreciation Program for Key Executives was established in
fiscal year 1995. Mr. Trallo and Mr. Olson were awarded SAR's under
this Program in 1997.
(5) A stock option program was established in fiscal year 1998 for employees
of the Company and its subsidiaries. Mr. Trallo and Mr. Olson were
awarded stock options under this program during fiscal year 1999.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
Option/SAR Values
Number of
securities Value of
underlying unexercised
unexercised in-the-money
options/SARs options/SARs
Shares at FY end (#) at FY end ($)
acquired on Value exercisable/ exercisable/
Name exercise (#) realized ($) unexercisable(1) unexercisable
Ralph A. Trallo 0 0 97,282(2) $ 0 / 0
Michael J. Olson 0 0 65,000(3) $ 0 / 0
(1) Options include those granted under Canisco's Stock Option Programs, the
Directors Stock Option Program, and Canisco's Stock Appreciation Plan.
(2) Mr. Trallo's options include 27,282 shares under Canisco's Stock Option
Programs and the Director's Stock Option Program and 70,000 shares under
Canisco's Stock Appreciation Plan.
(3) Mr. Olson's options include 15,000 shares under Canisco's Stock Option
Programs and 50,000 shares under Canisco's Stock Appreciation Plan.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Canisco currently has 2,526,565 shares of common stock
outstanding. In addition 124,412 shares are reserved for issuance
upon the exercise of currently outstanding options held by
employees and directors and 110,000 shares are reserved for the
exercise of warrants held by Teddy L. and Dean Mansfield, who are
both part of the management of one of Canisco's subsidiaries, and
by others.
The shares reported in the following table may be deemed to be beneficially
owned under Rule 13d-3 promulgated by the Securities and Exchange Commission
under the Exchange Act, but the inclusion of the shares in this table does not
constitute an admission of beneficial ownership
The following table shows information as of June 1, 1999 (unless otherwise
noted), with respect to each person with beneficial ownership of more than 5%
of Canisco's outstanding common stock.
Shares Percentage
Name and Address Beneficially Owned of Class Owned
ROI Capital Management, Inc.
17 East Sir Francis Drake Boulevard,
Suite 225
Larkspur, CA 94939 215,200(1) 8.52%
Teddy L. Mansfield
3251 E. Kingsfield Road
Pensacola, FL 32514 156,000(2) 6.17%
Joe C. Quick
83 Almond Avenue
Hershey, PA 17022 147,516(3) 5.84%
Ralph A. Trallo
2363 Sanibel Blvd.
St. James City, FL 33956 139,637(4) 5.47%
(1) ROI Capital Management, Inc. and affiliates ROI Partners, L.P., ROI &
Lane, L.P., Mark T. Boyer and Mitchell Soboleski, report shared voting
and investment power over 212,200 shares. The information shown has
been derived from ROI Capital Management, Inc.'s Form 13G filed with the
SEC on or about February 19, 1999.
(2) 150,000 of these shares were part of the purchase consideration paid by
Canisco for the acquisition of Mansfield Industrial Coatings, Inc. which
occurred on April 22, 1998. Mr. Mansfield also received warrants to
purchase 60,000 shares at a price of 2 5/8 a share as part of the
acquisition consideration, none of which are currently exercisable and
which have therefore not been included.
(3) The shares shown include 84,490 shares over which Mr. Quick exerts sole
voting and investment power. Mr. Quick shares voting and investment
power over the remaining shares which are held by his spouse or certain
relatives (excluding adult children).
(4) The shares shown include 112,355 shares over which Mr. Trallo exerts
sole voting and investment power and 27,282 shares subject to stock
options in favor of Mr. Trallo.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PROPOSED TRANSACTION WITH MELLON VENTURES AND MORSE PARTNERS
On October 16, 1998, Mellon Ventures, L.P. and Morse Partners,
Ltd. entered into a securities purchase agreement with the Company
under which they were entitled to purchase up to an aggregate of
75,000 shares of convertible preferred stock for $7,500,000. On
January 7, 1999, Canisco terminated the securities purchase
agreement in accordance with its terms to allow it to pursue
discussions with other investment groups. For further information
on the terms of the Purchase Agreement with Morse and Mellon, see
the Company's current reports on Form 8-K filed on October 30,
1998 and January 14, 1999.
TRANSACTION WITH STERLING
The Company announced on April 19, 1999, that on April 16, 1999, it had
entered into a Securities Purchase Agreement (the "Purchase Agreement"), with
SCC Investment I, L.P., a Texas limited partnership (the "Investor"), and
Sterling City Capital, LLC, a Texas limited liability company ("Sterling").
Pursuant to the Purchase Agreement, the Investor has committed to purchase up
to an aggregate of 100,000 shares of a newly created series of preferred
stock (the "Preferred Stock") and an Investment Incentive Warrant ("the
Warrant") for a maximum aggregate purchase price of $10,000,000. For further
information, see the Company's current report on Form 8-K, dated May 3, 1999,
as amended on May 11, 1999.
The Company is presently renegotiating the Purchase Agreement and currently
anticipates amending the terms of the Purchase Agreement to provide that the
Preferred Stock will be redeemable only at the option of the Company as
determined by the directors representing the common stockholders. The
existing agreement provides that the Preferred Stock is subject to mandatory
redemption five years after the date of issuance. In addition the Company
currently anticipates changing the dividend rate on the Preferred Stock from 7
1/2% to 8 1/2%; making the dividend payable for as long as the preferred stock
remains outstanding, as opposed to being payable only if certain target stock
prices are met; reducing the conversion price of the preferred stock from
$3.00 per share to $2.25 per share and increasing the number of shares to be
issuable upon the exercise of the Warrant from 11% to 15%. The market price
of the common stock at which the Company may require conversion or redemption
of the Preferred Stock has been reduced to $4.50 per share from $6.50 per
share. The Company also anticipates changes to the closing conditions. The
amended Purchase Agreement is expected to be presented to the Company's
shareholders for approval at a special meeting in the near future.
PARTICIPATION OF CURRENT DIRECTORS IN RETIREMENT PROGRAMS
Dale Ferguson and Joe C. Quick received $50,000 and $65,000, respectively, in
fiscal year 1999 pursuant to Canisco's Founders Retirement Plan.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
A. Reports on Form 8-K
B. Exhibits
Exhibit Number Description of Document
2.1 Plan and Agreement of Merger by and among
Nuclear Support services, Inc., NSS of
Delaware, Inc. and Canisco Resources, Inc.
(filed as exhibit 2.1 to the Company's
form 8-B filed May 24, 1996 and
incorporated herein by reference).
3.1 Articles of Incorporation of the Company,
as amended (filed as exhibit 3.1 to Form
8-B filed May 24, 1996 and incorporated
herein by reference).
3.2 By-laws of the Company (filed as Exhibit
3.2 to Form 8-B filed May 24, 1996 and
incorporated herein by reference).
10.1 1990 Stock Option Plan (filed as Exhibit
28.2 to Registration Statement on Form S-8
(No. 33-33180) and incorporated herein by
reference).
10.10 1998 Stock Option/Incentive Plan (Incorporated
herein by reference to the Company's Definitive
Proxy Statement on Form 14A filed July 28, 1998).
10.11 Stock Purchase Agreement dated April 22, 1998
(Incorporated by reference to Exhibit 1 to the
Company's Current Report on Form 8-K filed May 7, 1998).
10.12 Form of Stock Purchase Warrant issued to Teddy Mansfield
(Incorporated by reference to Exhibit 2 to the Company's
Current Report on Form 8-K filed May 7, 1998).
10.13 Form of Stock Purchase Warrant issued to R. Dean Mansfield
(Incorporated by reference to Exhibit 3 to the Company's
Current Report on Form 8-K filed May 7, 1998).
10.14 Amended and Restated Credit and Security Agreement with
The BNY Financial Corporation dated as of April 17, 1998
(Incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K filed May 7, 1998).
10.2 Securities Purchase Agreement, dated as of October 16, 1998,
by and among Mellon Ventures, L.P. and Morse Partners, Ltd,
and Canisco Resources, Inc. (Incorporated by reference to
Exhibit 10.2 to the Company's Current Report on Form 8-K
filed October 30, 1998).
10.20 Securities Purchase Agreement, dated as of April 16, 1999,
by and among SCC Investment I, L.P., Sterling City Capital LLC
and Canisco Resources, Inc. (Incorporated by reference to
Exhibit 10.2 to the Company's Amended Current Report on Form
8-K filed May 11, 1999).
22 Subsidiaries of the Registrant.
23 Accountants' Consent
27 Financial Data Schedule (EDGAR)
99.1 Index to Financial Statement Schedule.
99.2 Independent Auditors' Report-Schedule.
99.3 Schedule II - Valuation and Qualifying Accounts.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATE: July 14, 1999 CANISCO RESOURCES, INC.
/s/ Ralph A. Trallo
Ralph A. Trallo
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons, on behalf of the Registrant and
in the capacities and on the dates indicated:
SIGNATURE CAPACITY DATE
/s/Donald E. Lyons Chairman of the Board July 14, 1999
/s/Dale L. Ferguson Director July 14, 1999
/s/Wm. Lawrence Petcovic Director July 14, 1999
/s/Thomas P. McShane Director July 14, 1999
/s/ Joe C. Quick Director July 14, 1999
/s/ Ralph A. Trallo President, CEO July 14, 1999
/s/ Michael J. Olson Chief Financial Officer July 14, 1999
Subsidiaries of the Registrant
IceSolv, Inc. - a Pennsylvania corporation which was formed in June, 1993.
Cannon Sline, Inc. - a Pennsylvania corporation formed by merger of Oliver B.
Cannon & Son, Inc. and Sline Industrial Painters, Inc.
IMCON Painters, Inc. - a Texas corporation which was formed in October, 1996.
Mansfield Industrial Coatings, Inc. - a Mississippi corporation which was
acquired by Canisco Resources, Inc. on April 22, 1998.
Other Notes:
(1) Canisco Resources, Inc., is the survivor by merger of Canisco Resources,
Inc., a Delaware corporation, Nuclear Support Services, Inc., a Virginia
corporation and NSS of Delaware, Inc., a Delaware corporation.
Shareholder approval of the merger of these entities was received at a
Special Meeting of Shareholders held March 29, 1996. The merger was
effective May 24, 1996.
(2) Henze Services, Inc. - substantially all the assets of Henze were sold
to Harley Industries, Inc. of Tulsa, Oklahoma in June, 1996.
Exhibit 22
Consent of Independent Accountants
The Board of Directors
Canisco Resources, Inc.:
We consent to the incorporation by reference in the Registration Statement
(No. 333-70907) on Form S-8 and in the Registration Statement (No. 333-55739)
on Form S-4 of Canisco Resources, Inc. of our reports dated July 1, 1999,
relating to the consolidated balance sheets of Canisco Resources, Inc. and
subsidiaries as of March 31, 1999 and 1998, and the related consolidated
statements of operations, shareholders' equity, and cash flows and related
financial statement schedule for each of the years in the three-year period
ended March 31, 1999, which reports appear in the March 31, 1999 annual
report on Form 10-K of Canisco Resources, Inc. which is incorporated by
reference in the Registration Statements.
KPMG LLP
Philadelphia, Pennsylvania
July 14, 1999
Exhibit 23
INDEX TO FINANCIAL STATEMENT SCHEDULE
FOR CANISCO RESOURCES, INC.
March 31, 1999, 1998, and 1997
SCHEDULE II Valuation and Qualifying Accounts
Exhibit 99.1
Report of Independent Auditors
On Financial Statement Schedule
The Board of Directors and Shareholders
Canisco Resources, Inc.:
Under date of July 1, 1999, we reported on the consolidated balance sheets of
Canisco Resources, Inc. and subsidiaries as of March 31, 1999 and 1998, and
the related consolidated statements of operations, shareholders' equity and
cash flows for each of the years in the three-year period ended March 31,
1999, as contained in the 1999 annual report on Form 10-K. In connection
with our audits of the aforementioned consolidated financial statements, we
also audited the related financial statement schedule as listed in the
accompanying index. This financial statement schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion on
this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Philadelphia, Pennsylvania
July 1, 1999
Exhibit 99.2
Canisco Resources, Inc.
Schedule II Valuation and Qualifying Accounts
Years ended March 31, 1999, 1998, and 1997
Additions
Balance at charged to Balance
beginning operating at end of
of period expense Other Deductions(2) period
Description
Allowance for
doubtful accounts
deducted from
accounts receivable
in the consolidated
balance sheets:
March 31, 1999 $137,933 $542,551 $32,000(1) $145,843 $566,641
March 31, 1998 199,050 -- -- 61,117 137,933
March 31, 1997 760,965 265,360 -- 827,275 199,050
(1) Reserve acquired in Mansfield acquisition
(2) Write off of uncollectible accounts
Exhibit 99.3
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,944,053
<SECURITIES> 0
<RECEIVABLES> 13,415,796
<ALLOWANCES> 566,641
<INVENTORY> 424,020
<CURRENT-ASSETS> 17,415,694
<PP&E> 9,200,994
<DEPRECIATION> 2,624,997
<TOTAL-ASSETS> 31,726,531
<CURRENT-LIABILITIES> 8,919,666
<BONDS> 18,740,649
0
0
<COMMON> 6,972
<OTHER-SE> 4,059,244
<TOTAL-LIABILITY-AND-EQUITY> 31,726,531
<SALES> 69,443,141
<TOTAL-REVENUES> 69,443,141
<CGS> 56,585,831
<TOTAL-COSTS> 56,585,831
<OTHER-EXPENSES> 10,581,138
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,776,529
<INCOME-PRETAX> 499,643
<INCOME-TAX> 419,772
<INCOME-CONTINUING> 79,871
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 79,871
<EPS-BASIC> 0.03
<EPS-DILUTED> 0.03
</TABLE>
