<PAGE> 1
<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER 0-15994
NOTIFICATION OF LATE FILING
(Check One): (X) Form 10-K ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q
( ) Form N-SAR
For Period Ended: January 31, 1995
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
LDI Corporation
Full Name of Registrant
- ---------------------------
Former Name if Applicable
4770 Hinckley Industrial Parkway
Address of Principal Executive Office (Street and Number)
Cleveland, Ohio 44109
City, State and Zip Code
PART II - RULES 12b 25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
( X ) (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
( X ) (b) The subject annual report, semi-annual report, transition report on
Form 1-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
( ) (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE> 2
<PAGE> 2
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
Following a debt restructuring during the year ended January 31, 1995,
substantially all of the Company's senior recourse debt consisted of
(i) term notes payable to certain institutional lenders, maturing on
April 30, 1995, and (ii) a revolving credit agreement with a
group of banks, with an original expiration date of April 30, 1995.
The revolving credit banks have extended their existing commitment
through May 15, 1995, and the holders of the term notes have extended
the maturity of the notes to May 15, 1995. The Company and the
lenders are attempting to complete a new credit agreement with a
commitment period of 18 to 24 months, as well as an amendment
extending the term notes, by the new maturity date.
Largely because of the ongoing negotiation of the new credit
arrangements and the related impact on the Company's financial
statement presentation and related information in its Annual Report on
Form 10-K, the Company is unable to complete and file its 10-K by May
1, 1995, the prescribed deadline for filing. The Company intends to
file the 10-K promptly after the finalizing of the new credit
arrangements, and in any event by May 16, 1995.
PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this
notification
Frank G. Skedel, Executive
Vice President and Chief
Financial Officer 216 661-5400
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2)Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
(X) Yes ( ) No
(3)Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
(X) Yes ( ) No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On March 17, 1995, the Company issued a press release announcing that
it would incur certain valuation and other charges at January 31, 1995
in an after-tax amount of $13 to $15 million. Today, the Company has
issued the press release attached hereto as Exhibit A announcing the
final unaudited amounts of such reserves and the results of its
operations for the fiscal year ended January 31, 1995.
<PAGE> 3
<PAGE> 3
LDI CORPORATION
- ----------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 5/1/95 By: /s/ Frank G. Skedel
---------------------------------------
Frank G. Skedel, Executive Vice President
and Chief Financial Officer
<PAGE> 4
Exhibit A
CONTACT: FLOYD S. ROBINSON OR FRANK G. SKEDEL
PRESIDENT & CHIEF EXECUTIVE VICE PRESIDENT &
EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
(216) 661-5400
LDI CORPORATION REPORTS FINANCIAL RESULTS FOR THE YEAR
CLEVELAND, Ohio--May 1, 1995--LDI Corporation (NASDAQ:LDIC) today reported
a net loss of $18,564,000, or $2.76 per share, for the year ended January 31,
1995, on revenues of $184,167,000. Included in the results are previously
announced fourth quarter special charges which reduced operating results by
$14.7 million, after taxes, and a discontinued operations net charge of $3.1
million, reported in the second quarter. The special charges resulted from
fourth quarter actions to revise residual values on certain categories of
leased equipment, to adjust receivables and residual values for equipment
leases to customers with deteriorating credit quality, and to reduce the
valuation for equipment in the Company's PC rental operation.
Floyd S. Robinson, the Company's Chief Executive Officer since August of
1994, said, "The Company's reported operating results for the year ended
January 31, 1995, were adversely affected by the special charges. We do not
believe that these charges are indicative of operating results which will be
achieved in the future. LDI has undergone a strategic repositioning in the
past year and is now a leaner company, focused on its core
1
<PAGE> 5
business. We believe that the actions taken during the past year will result
in a more stable and predictable earnings pattern in the future."
CORE BUSINESS OPERATING RESULTS
- -------------------------------
Excluding special charges from both years, LDI's core business results
were a loss of $1,295,000 before taxes for the year ended January 31, 1995, on
revenues of $162,033,000, compared to pre-tax earnings of $6,722,000 on
revenues of $209,661,000 for the year ended January 31, 1994. The decrease in
core business operating earnings is primarily the result of higher interest
rates and increased financing fees and a decrease in the size of the lease
portfolio. In addition, lower current period lease income has been recognized
because of the change in the portfolio mix to a higher concentration of direct
finance leases. Direct finance leases spread the recognition of income over
the life of the lease as compared to sales-type leases, which recognize a
majority of income at lease inception.
The decrease in total revenues reflects a reduction in core business
revenues during the year ended January 31, 1995, and the absence, in the last
two quarters, of revenues from restructured operations, substantially all of
which were exited in the first and second quarters of the year. The decline in
core business revenue is attributable primarily to a decrease in the size of
the lease portfolio, as well as a change in the mix of lease transactions to a
higher percentage of direct finance leases, which recognize only interest
income as revenue, as compared to sales-type leases, which recognize both
interest income and the present value of the underlying lease rentals as
revenue.
2
<PAGE> 6
"To illustrate this impact," Robinson noted, "the change in 1995 in the
mix of leases, with the ratio of sales-type leases decreasing and direct
finance leases increasing, resulted in approximately a $14 million revenue
reduction and a $1.5 million reduction in gross margin. This gross margin on
direct finance leases will be recognized in future periods."
<TABLE>
The table below summarizes lease activity for the years ended January 31,
1994 and 1995, and the mix of accounting treatment for this activity.
<CAPTION>
Cost of Leased Equipment (000's)
---------------------------------------------------------------
1994 1995
-------------------- -------------------
Amount Ratio Amount Ratio
-------- ----- ------- -----
<S> <C> <C> <C> <C>
New Equipment Leases $124,931 86.4% $80,919 80.9%
Re-Leased Equipment 19,601 13.6 19,049 19.1
-------- ----- ------- -----
Total $144,532 100.0% $99,968 100.0%
======== ===== ======= =====
Sales-Type Leases $75,934 52.5% $37,416 37.4%
Direct Finance Leases 40,459 28.0 54,106 54.1
Operating Leases 28,139 19.5 8,446 8.5
-------- ----- ------- -----
Total $144,532 100.0% $99,968 100.0%
======== ===== ======= =====
</TABLE>
For the year ended January 31, 1995, total selling, general, and
administrative expense decreased to $31.0 million, compared with $40.5 million
for the year ended January 31, 1994, a reduction of $9.5 million or 23.5%.
Base selling, general, and administrative expense (which excludes bad debt
expense and certain non-recurring charges) decreased in the fourth quarter to
an annualized rate of approximately $24 million, a reduction of $8 million or
25% from the annualized rate at January 31, 1994. This decrease is a result of
the cost savings program LDI implemented throughout the year ended January 31,
1995. These cost savings are partially the result of the core
3
<PAGE> 7
business staffing level reduction to 330 full time positions at January 31,
1995, from 447 at January 31, 1994.
NON-STRATEGIC OPERATIONS
- ------------------------
As announced previously, the Company exited all of its non-strategic
businesses over the last 12 months. The sale or liquidation of these
businesses has generated proceeds of approximately $27 million which have been
used to reduce senior debt.
LENDING AGREEMENT
- -----------------
LDI continues negotiations toward a renewal of its two existing senior
recourse loan agreements. The current agreements, which were scheduled to
mature on April 30, 1995, have been extended and will remain in effect until
May 15, 1995. The Company is attempting to complete new agreements with a term
of 18 to 24 months by the new maturity date. In conjunction with these
negotiations, the Company has requested a two week extension for filing its
Form 10-K with the Securities and Exchange Commission to enable the Company to
include the new lending agreements and complete its audited financial
statements.
The core business of LDI Corporation, which was founded in 1972, is
equipment leasing, related technology services for computer and other
high-technology equipment, and short-term PC rentals.
-- chart attached --
4
<PAGE> 8
<TABLE>
LDI CORPORATION
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE YEARS ENDED JANUARY 31
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<CAPTION>
INCOME STATEMENT DATA:
1994 1995
-------- --------
<S> <C> <C>
REVENUES:
Core Operations $209,661 $162,033
Restructured Operations 62,250 22,134
-------- --------
TOTAL CONTINUING OPERATIONS $271,911 $184,167
======== ========
EARNINGS (LOSS) BEFORE TAXES AND SPECIAL CHARGES:
Core Operations $6,722 ($1,295)
Restructured Operations 1,922 71
-------- --------
TOTAL CONTINUING OPERATIONS $8,644 ($1,224)
======== ========
EARNINGS (LOSS) BEFORE TAXES:
Core Operations ($20,358) ($25,178)
Restructured Operations (5,219) 71
-------- --------
TOTAL CONTINUING OPERATIONS ($25,577) ($25,107)
======== ========
EARNINGS (LOSS) AFTER TAXES:
Continuing Operations ($16,045) ($15,483)
Discontinued Operations (8,477) (3,081)
-------- --------
NET EARNINGS (LOSS) ($24,522) ($18,564)
======== ========
EARNINGS (LOSS) PER SHARE:
Continuing Operations ($2.39) ($2.30)
Discontinued Operations (1.26) (0.46)
-------- --------
NET EARNINGS (LOSS) ($3.65) ($2.76)
======== ========
AVERAGE SHARES OUTSTANDING (000'S) 6,727 6,727
======== ========
BALANCE SHEET DATA:
Total Assets $593,027 $426,909
Leased Assets:
Capital Leases 412,561 311,478
Operating Leases - Net of
Accumulated Depreciation 55,006 37,610
Notes Payable 148,175 107,855
Subordinated Notes 10,000 10,000
Nonrecourse Lease Financing 296,794 227,574
Shareholders' Equity 70,084 51,595
</TABLE>
