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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1997
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
[ ] OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
COMMISSION FILE NUMBER 1-12282
CORRPRO COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1422570
---- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1090 ENTERPRISE DRIVE, MEDINA, OHIO 44256
----------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (330) 723-5082
SECURITIES REGISTERED PURSUANT SECURITIES REGISTERED PURSUANT TO
TO SECTION 12(b) OF THE ACT: SECTION 12(g) OF THE ACT:
COMMON SHARES WITHOUT PAR VALUE NONE
------------------------------- ----
(TITLE OF CLASS) (TITLE OF CLASS)
NEW YORK STOCK EXCHANGE
-----------------------
(NAME OF EACH EXCHANGE ON WHICH REGISTERED)
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 definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
The aggregate market value of Common Stock held by nonaffiliates of the
Registrant was approximately $48,622,000 at June 2, 1997. (The aggregate market
value has been computed using the closing market price of the stock as reported
by the New York Stock Exchange on June 2, 1997.)
6,597,956
---------
(Number of shares of common stock outstanding as of June 2, 1997.)
DOCUMENTS INCORPORATED BY REFERENCE
The Company intends to file with the Securities and Exchange Commission a
definitive Proxy Statement pursuant to Regulation 14A of the Securities Exchange
Act of 1934 within 120 days of the close of its fiscal year ended March 31,
1997, portions of which document shall be deemed to be incorporated by reference
in Part I and Part III of this Annual Report on Form 10-K from the date such
document is filed.
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PART I
ITEM 1. BUSINESS
Corrpro Companies, Inc. was founded in 1984 and organized under the
laws of the State of Ohio. References herein to "Corrpro" or to the "Company"
are to Corrpro Companies, Inc. and its subsidiaries unless the context indicates
otherwise.
The Company operates in one industry segment which consists of
providing corrosion control engineering and monitoring services, systems and
equipment to the infrastructure, environmental and energy markets. Within the
corrosion control market, Corrpro has a specialty in the design, manufacture and
application of cathodic protection systems. Cathodic protection is an
electrochemical process which prevents corrosion in new structures and mitigates
the corrosion process in existing structures. Structures commonly protected
against corrosion by the cathodic protection process include above and
underground storage tanks, offshore platforms, ships, electric power plants,
bridges, oil and gas pipelines, parking garages, transit systems and water and
waste treatment equipment. Due to its ability to mitigate corrosion, cathodic
protection can provide a cost effective alternative to replacement of corroding
structures.
The Company has expanded its presence in the domestic and international
corrosion control markets through internal growth and the following
acquisitions: Corrosion Engineering and Research Company (CERCO) (fiscal 1987);
PSG Corrosion Engineering, Inc. (PSG) (fiscal 1988); Ocean City Research
Corporation (OCR) (fiscal 1988); Harco Technologies Corporation (Harco) (fiscal
1990); Commonwealth Seager Group (CSG) (fiscal 1994); the assets of Good-All
Electric, Inc. (Good-All) (fiscal 1994); UCC Corporation (UCC) (fiscal 1994);
The Wilson Walton Group Limited (WWGL) (fiscal 1994); Rohrback Cosasco Systems,
Inc. (RCS) (fiscal 1995); certain of the assets of Thermal Reduction Company
(TRC) (fiscal 1995); and the assets of American Corrosion Services, Inc. (ACS)
(fiscal 1995). During fiscal 1995, the operations of TRC and ACS were combined
to form Corrtherm, Inc. (Corrtherm).
RECENT DEVELOPMENTS
On June 4, 1997, the Company executed a definitive purchase agreement
to acquire 100% of the stock of Cathodic Protection Services (CPS) for $15
million, in an all cash transaction. CPS is owned 75% by Offshore Logistics,
Inc. and 25% by Curran Holdings, Inc., a privately owned pipeline service
company in Houston, Texas. The acquisition, which is targeted to be completed
within 30 to 45 days, is subject to certain customary closing conditions
including antitrust review under the Hart-Scott-Rodino act. For the last twelve
months ended March 31, 1997, CPS had revenues of approximately $30 million.
GENERAL
The Company's operating units and a description of the products and
services they provide are described below:
Corrpro Services and Products. The Corrpro "core businesses" (which
includes all pre-fiscal 1994 acquisitions) offer services which include contract
research in various areas of corrosion control, cathodic protection engineering
services and general corrosion engineering services associated with failure
analysis, metallurgical problems and material selection. This operating unit
maintains advanced corrosion research and testing laboratories in order to
analyze the scope of a corrosion problem and to recommend appropriate methods of
corrosion control. The engineering services are provided to private sector
customers in the aerospace, defense, marine, chemicals, petroleum and utilities
industries and to governmental entities in connection with water treatment and
delivery systems, marine vessels, transit systems, weapons and infrastructure
assets. Engineering services accounted for approximately 48%, 53% and 49% of
this operating unit's revenues during fiscal 1997, 1996 and 1995, respectively.
This sector also sells material and equipment in conjunction with its services,
and
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often sells these products to other engineering and construction firms in
connection with corrosion control projects. Products sold include various
cathodic protection anodes, rectifier units and instrumentation, computer
hardware and software for monitoring corrosion, and accessory products. Sales of
material and equipment accounted for approximately 28%, 25% and 21% of this
operating unit's revenues during fiscal 1997, 1996, and 1995, respectively. An
additional service offered includes combining the design, manufacture,
installation and maintenance of cathodic protection systems to customers who
desire a "turnkey" response to their corrosion protection needs. Construction
services accounted for approximately 19%, 17% and 24% of this operating unit's
revenues during fiscal 1997, 1996 and 1995, respectively. This operating unit
also provides services for the prevention of corrosion on the internal surfaces
of water storage tanks and waste water treatment equipment. These services are
provided to municipal, state, and federal government agencies and industrial
customers. Water tank services accounted for approximately 5%, 5% and 6% of this
operating unit's revenues during fiscal 1997, 1996 and 1995, respectively. In
total, Corrpro services and products accounted for approximately 45%, 46% and
46% of the Company's revenues during fiscal 1997, 1996 and 1995, respectively.
Corrpro Canada, Inc. (Corrpro Canada) Services and Products. This
operating unit resulted from the combination of CSG and UCC during fiscal 1995.
Corrpro Canada offers a combination of expertise in engineering, construction
and product supply in cathodic protection. In addition, this operating unit
provides material and equipment to customers in the oil and gas industry with
its primary focus on the needs of pipeline operators. Corrpro Canada also
specializes in pipeline integrity issues, and designs internal inspection
programs that are used to detect corrosion and pipe weld flaws, clean pipelines,
and confirm pipeline orientation. This operating unit accounted for
approximately 15%, 16% and 15% of the Company's revenues during fiscal 1997,
1996 and 1995, respectively.
Good-All Products. This operating unit designs and manufactures power
supplies (rectifiers) and junction, monitoring and control boxes for use in the
impressed current cathodic protection process. In addition, Good-All
manufactures a line of battery chargers for the utility (power,
telecommunication and gas) market. This operating unit accounted for
approximately 3%, 2% and 3% of the Company's revenues during fiscal 1997, 1996
and 1995, respectively.
WWGL Services and Products. This operating unit provides corrosion
engineering services and equipment supply primarily to the marine, offshore and
industrial markets. In the marine market, this operating unit manufactures and
supplies cathodic protection systems for hulls and ballast tanks on new ships
and those which are in need of repair. In the offshore market, it provides
cathodic protection equipment for new and existing subsea pipelines, offshore
drilling rigs and production platforms. Having manufacturing and distribution
centers in Europe, the Middle East and Asia enables it to serve many of the
world's major offshore oil production areas. WWGL offers electrolytic
antifouling systems for use on water inlets, electrolytic descaling systems for
marine vessel ballast tanks and corrosion control monitoring systems. In the
industrial market, it offers corrosion engineering, cathodic protection
equipment and installation services. Wilson Walton UK (WWUK) is an ISO 9001
certified company. This operating unit accounted for approximately 28%, 26% and
28% of the Company's revenues during fiscal 1997, 1996 and 1995, respectively.
RCS Services and Products. This operating unit provides corrosion
engineering services and equipment supply for monitoring internal corrosion on
gas and liquid pipelines, storage vessels, well casings and refining and process
equipment. RCS's CORROSOMETER(R), CORRATER(R), and COSASCO(R) lines of
instruments, probes, fittings and accessories are the industry accepted
standards for internal corrosion monitoring. RCS also offers B-Scan ultrasonic
inspection services, utilizing the patented TMI-150 system, which provides
real-time, hard copy and electronically stored integrity analyses of underground
and aboveground storage tanks, pressure vessels, pulp and paper digesters,
pipelines, boiler tubing and other related assets. RCS is an ISO 9001 certified
company. This operating unit accounted for approximately 9%, 10% and 8% of the
Company's revenues in fiscal 1997, 1996 and 1995, respectively.
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The Company markets its products and services primarily through its
sales personnel. The technical nature of its products and services requires a
highly trained, professional sales force, and, as a result, many of the sales
personnel have engineering or technical expertise and experience. Because of the
problem solving experience of its engineering staff, advice from the technical
personnel is regularly sought out by potential and existing customers, resulting
in business opportunities on an ongoing basis.
The Company's products and services are marketed in the Middle East,
Asia, Europe and South America by sales personnel operating out of its Saudi
Arabia, Singapore, United Kingdom, Bahrain, UAE, Hong Kong, Indonesia, Portugal
and two U.S. offices. In addition, 95 independent, foreign sales representatives
are used to supplement the efforts of its direct sales force and to market its
services in other regions of the world. The independent sales representatives
earn commissions on sales which vary by product and service type. Certain
products (e.g., Good-All rectifiers and RCS materials) are marketed through
networks of both domestic and international distributors.
SOURCES AND AVAILABILITY OF RAW MATERIALS
Certain of the Company's operations convert raw aluminum, zinc and
magnesium metals to anode castings. The Company is currently able to obtain
adequate quantities of these metals, however the availability of these metals
could be limited by market conditions.
PATENTS AND LICENSES
The Company owns patents, patent applications and licenses relating to
certain of its products and processes. While the Company's rights under the
patents and licenses are of some importance to its operations, the Company's
businesses are not materially dependent on any one patent or license or on the
patents and licenses as a group.
SEASONAL TRENDS
The Company's business is somewhat seasonal as winter weather can
adversely impact its operations in the northern U.S., Canada and the United
Kingdom. Therefore, the Company's revenues during the fourth quarter of its
fiscal year (i.e. January through March) are typically lower than revenues
during each of the other three quarters.
CUSTOMERS
Sales are made to a broad range of customers. During the fiscal year
ended March 31, 1997 no one customer accounted for more than 10% of the
Company's sales. The Company does not believe that the loss of any one customer
would have a materially adverse effect on its business.
The Company sells products and services to the U.S. government and
agencies and instrumentalities thereof, including the U.S. Navy. Sales to these
customers accounted for approximately 4%, 5% and 5% of the Company's net sales
during fiscal 1997, 1996 and 1995, respectively. The Company's contracts with
the U.S. government contain standard provisions permitting the government to
terminate such contracts without cause. In the event of termination, the Company
is entitled to receive reimbursement on the basis of the work completed (cost
plus a reasonable profit). These contracts are also subject to renegotiation of
profits. The Company has no knowledge of any pending or threatened termination
of any of its material government contracts or subcontracts. In addition,
government procurement programs are subject to budget cutbacks and policy
changes that could alter the demand for the Company's products. Accordingly, the
Company's future sales to the government are subject to these budgetary and
policy changes.
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BACKLOG
The backlog of unshipped orders as of March 31, 1997, 1996 and 1995 was
approximately $59 million, $82 million and $88 million, respectively. Backlog is
generally represented by purchase orders that may be terminated under certain
conditions. However, the actual use of purchase orders by the Company's
customers as well as timing of the issuance of such purchase orders can vary
significantly. Accordingly, the Company does not believe backlog is a good
predictor of future revenue trends, as based on its recent experience, there is
not a direct correlation between changes in backlog and changes in revenue. The
decrease in backlog between 1997 and 1996 is primarily the result of the
performance of several large offshore projects at the Company's Wilson Walton UK
operation that were in backlog in fiscal 1996. The decrease in backlog between
1996 and 1995 is primarily the result of the Company's focus on improving gross
profit margins. The Company estimates that, based on recent experience,
approximately 70% of its backlog of orders at March 31, 1997 will be filled
during the fiscal year ending March 31, 1998.
COMPETITIVE CONDITIONS
The Company competes principally on the basis of quality, technical
expertise, customer service and product innovation. Because many different types
of businesses use one or more of the methods of corrosion protection, the
corrosion control market includes many companies which could be considered
competitors, even though only a few of these companies offer the broad range of
corrosion control engineering services, systems and products offered by the
Company. Within the cathodic protection market, the Company faces competition
primarily from smaller domestic and international companies. The Company
believes that no other company currently offers the comprehensive services that
it provides, however, competition in all areas of the corrosion control industry
is likely to increase as the demand for corrosion control products and services
grows and more companies enter the market and expand the range of their
services. In that regard, the Company's competitors may in some cases have
substantially greater financial, technical and marketing resources than those of
the Company.
RESEARCH AND DEVELOPMENT
The Company's engineering and product development activities are
primarily directed toward designing new products and services to meet customers'
specific requirements. Product development costs amounted to approximately
$783,000, $718,000, and $965,000 during fiscal years 1997, 1996 and 1995,
respectively.
GOVERNMENT REGULATIONS
The Company believes that its current operations and its current uses
of property, plant and equipment conform in all material respects to applicable
laws and regulations. The Company has not experienced, nor does it anticipate,
any material claim or material capital expenditure in connection with
environmental laws and other regulations.
EMPLOYEES
As of March 31, 1997 the Company had 937 employees (80 of whom related
to discontinued operations), 307 of whom were located outside the United States.
FOREIGN OPERATIONS
The Company's foreign subsidiaries generally conduct business in local
currency. In addition, foreign sales activities are subject to other customary
risks of operating in a global environment, such as unstable political
situations, the effect of local laws and taxes, tariff increases and regulations
and requirements for export licenses, the potential imposition of trade or
foreign exchange restrictions and transportation delays.
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ITEM 2. PROPERTIES
As of March 31, 1997, eight locations were owned by the Company and
approximately forty locations were leased from unrelated third parties. Certain
property locations may contain multiple operations, such as an office and
warehouse facility.
The real properties owned by the Company are: its corporate
headquarters located in Medina, Ohio (8,000 sq. ft.); an office and
manufacturing facility located in Medina, Ohio (64,000 sq. ft.); an office and
warehouse facility located in Schaumburg, Illinois (10,000 sq. ft.); two office
and warehouse facilities located in Edmonton, Alberta (42,000 sq. ft.); an
office and warehouse facility located in Estevan, Saskatchewan (4,000 sq. ft.);
and an office, manufacturing and warehouse facility located in Stockton-on-Tees,
UK (34,000 sq. ft.). The principal real properties (over 5,000 sq. ft. of floor
space) leased by the Company from unrelated third parties are: an office and
warehouse facility located in Glendale, Arizona; an office and warehouse
facility located in Hayward, California; an office and warehouse facility
located in Decatur, Georgia; an office facility located in Ocean City, New
Jersey; an office and warehouse facility located in West Chester, Pennsylvania;
an office and warehouse facility located in Houston, Texas; an office,
manufacturing and warehouse facility located in Santa Fe Springs, California; an
office, manufacturing and warehouse facility located in Belle Chasse, Louisiana
which is included in net assets held for sale on the consolidated balance
sheets; an office and warehouse facility located in Billings, Montana; an office
and manufacturing facility located in Sharjah, UAE; an office facility located
in Singapore; a manufacturing facility in Johor Baharu, Malaysia; an office and
warehouse facility in Jakarta, Indonesia; and an office, manufacturing and
warehouse facility in Dammam, Saudi Arabia.
The Company considers the properties owned or leased by it to be
generally sufficient to meet its requirements for office, manufacturing and
warehouse space. With the exception of its manufacturing facilities in Santa Fe
Springs and Stockton-on-Tees, the Company does not consider any one of its
properties to be material, since it believes that if it becomes necessary or
desirable to relocate any of its office, manufacturing and warehouse facilities,
other suitable properties could be found.
ITEM 3. LEGAL PROCEEDINGS
As previously reported, in June 1995 the Company announced that its
earnings per share for fiscal 1995 were expected to be substantially below
analysts' expectations, and in August 1995 the Company restated its previously
reported results for the second and third quarters of fiscal 1995. Commencing in
June 1995, six class action lawsuits were filed against the Company and certain
of its current and former directors and officers, and a shareholder derivative
action was commenced naming the Company, its current and former directors and
certain of its current and former officers as defendants.
On September 7, 1995, five of the class actions were consolidated in
the U.S. District Court for the Northern District of Ohio and styled In re
Corrpro Companies, Inc. Securities Litigation. On September 14, 1995, the other
class action was voluntarily dismissed. On or about September 29, 1995, an
amended and consolidated class action complaint was filed in this consolidated
proceeding on behalf of a purported class consisting of investors who purchased
the Company's common shares between June 1, 1994 and June 19, 1995.
In August 1995, the Company was served with a lawsuit captioned Lani
Rothstein, Trustee vs. Robert M. Gossett, Barry W. Schadeck, Joseph C. Overbeck,
Joseph W. Rog, David H. Kroon, C. Richard Lynham, Robert E. Hodge, Robert (sic)
S. Langos, Richard Harr, Does 1-100, and Corrpro Companies, Inc., Medina County
Common Pleas Court, Case No. 95 CIV 0522. This shareholder derivative action was
filed August 2, 1995 and served on or about August 4, 1995.
In addition, the Company is cooperating in a related investigation
being conducted by the Securities and Exchange Commission. In the opinion of
management, the ultimate resolution of this matter will not materially affect
future operations, the financial position or cash flows of the Company.
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On October 17, 1996, the Company reached an agreement in principle to
settle the securities class action and shareholder derivative lawsuits. The
total of the settlement was $6.1 million. The Company has agreed to pay $1.1
million in cash, to issue a promissory note in the amount of $0.5 million and to
pay an additional $1.4 million in cash or equity securities valued at the time
of distribution. The Company's directors and officers ("D&O") liability
insurance carrier has agreed to pay the balance of the settlement amount. During
the quarter ended September 30, 1996, the Company recorded an unusual charge
totaling $2.4 million relating to the settlement. Such amount represented the
Company's share of the proposed settlement, net of estimated litigation related
legal fees to be reimbursed by the D&O carrier.
On February 21, 1997, the United States District Court (N.D. Ohio)
granted preliminary approval to the stipulation of settlement in the securities
class action and shareholder derivative action lawsuits. A new amended complaint
was filed consolidating the class and derivative claims into one case. On April
22, 1997, the Court granted final approval to the stipulation of settlement. No
class member objected to or opted out of the settlement.
The Company is not involved in any other material litigation; however,
the Company is involved in routine litigation incidental to its business.
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 fiscal 1997.
ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names of all executive officers of
the Company and certain other information relating to their position held with
the Company and other business experience.
<TABLE>
<CAPTION>
EXECUTIVE OFFICER AGE RECENT BUSINESS EXPERIENCE
----------------- --- --------------------------
<S> <C> <C>
Joseph W. Rog 57 Chairman of the Board of Directors since June 1993 and Chief
Executive Officer since the Company's formation in 1984. President of
the Company since June 1995 and from January 1984 to June 1993.
Michael K. Baach 42 Executive Vice President since April 1993, Assistant Secretary since
June 1995 and Senior Vice President since 1992. Prior to that, Mr.
Baach was Vice President of Sales and Marketing since the Company's
formation in 1984.
George A. Gehring, Jr. 53 Executive Vice President since April 1993 and Senior Vice President
since 1991. Prior to that, Mr. Gehring served as President of Ocean
City Research Corporation.
David H. Kroon 47 Executive Vice President since April 1993 and Senior Vice President
since the Company's formation in 1984.
Barry W. Schadeck 46 Executive Vice President since June 1995 and President of Corrpro
Canada, Inc., a wholly-owned subsidiary of the Company, since its
formation in May 1994. Prior to that, Mr. Schadeck served as
President since April 1993 and Chief Financial Officer since 1979 of
the Company's Commonwealth
</TABLE>
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<TABLE>
<CAPTION>
EXECUTIVE OFFICER AGE RECENT BUSINESS EXPERIENCE
----------------- --- --------------------------
<S> <C> <C>
Seager Group subsidiary.
David M. Hickey 51 Executive Vice President of Manufacturing and International
Operations since June 1995 and President of Rohrback Cosasco Systems,
Inc., a wholly-owned subsidiary of the Company since its acquisition
in August, 1994. Prior to that, Mr. Hickey was President of Rohrback
Cosasco Systems, Inc., a wholly-owned subsidiary of MascoTech, Inc.
Neal R. Restivo 37 Senior Vice President, Chief Financial Officer, Secretary and
Treasurer since October 1995. From November 1989 to September 1995,
Mr. Restivo was with Waxman Industries, Inc., most recently as Senior
Vice President, Finance and Chief Financial Officer. Prior to that,
from August 1982 to November 1989, Mr. Restivo was employed by Arthur
Andersen LLP, where he was an Audit Manager since 1988.
Mozelle T. Jackson 30 Vice President and Corporate Controller since December 1995. Prior to
that Ms. Jackson was with Waxman Industries, Inc. most recently as
Vice President, Corporate Controller. Ms. Jackson had prior
experience with the Allen Group Inc. and Arthur Andersen LLP.
John D. Moran 39 General Counsel and Assistant Secretary since December 1996. Prior to
that, Mr. Moran was in-house counsel for Sealy Corporation for ten
years and served as Secretary. Mr. Moran had prior experience with
Grant Thornton.
</TABLE>
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
PRICE RANGE OF COMMON SHARES
The Company's Common Shares have been listed on the New York Stock
Exchange ("NYSE") since September 30, 1993 under the symbol "CO". The following
table sets forth the high and low closing sale prices for the Common Shares on
the NYSE for the fiscal periods indicated.
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996
----------- -----------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
First Quarter $10.25 $7.25 $19.25 $5.63
Second Quarter 8.88 7.63 7.38 5.88
Third Quarter 9.50 7.25 6.50 5.25
Fourth Quarter 10.25 9.00 7.88 5.75
</TABLE>
HOLDERS OF RECORD
On June 2, 1997, there were 306 holders of record of the Company's
Common Shares.
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DIVIDENDS
In recent years, the Company has not paid any cash dividends on its
Common Shares. The Company currently anticipates that it will retain all future
earnings for use in its business and does not anticipate paying any cash
dividends in the foreseeable future. Provisions within the Company's domestic
bank credit agreement limit the Company's ability to pay cash dividends.
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ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
---------------------------
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues $ 139,604 $ 127,773 $ 118,515 $ 69,536 $ 50,075 $ 45,998
Cost of sales 97,813 94,609 82,118 45,833 33,054 31,156
--------- --------- --------- --------- --------- ---------
Gross profit 41,791 33,164 36,397 23,703 17,021 14,842
Selling, general and administrative expenses 30,421 31,322 29,557 16,206 12,493 12,928
Unusual items 1,700 4,368 -- 1,622 -- --
--------- --------- --------- --------- --------- ---------
Operating income (loss) 9,670 (2,526) 6,840 5,875 4,528 1,914
Interest expense 1,696 1,937 888 887 1,328 1,847
--------- --------- --------- --------- --------- ---------
Income (loss) from continuing operations before
income taxes, extraordinary charge and
cumulative effect of change in accounting
principle 7,974 (4,463) 5,952 4,988 3,200 67
Income tax provision (benefit) 3,167 (1,056) 2,661 2,282 1,200 52
--------- --------- --------- --------- --------- ---------
Income (loss) from continuing operations before
extraordinary charge and cumulative effect of
change in accounting principle 4,807 (3,407) 3,291 2,706 2,000 15
Discontinued operations:
Loss from operations, net of tax benefit (1,037) (1,735) (455) -- -- --
Loss on disposal, net of tax benefit (3,960) -- -- -- -- --
Extraordinary charge, net of tax benefit -- (70) -- (102) -- --
Cumulative effect on prior years of change
in accounting principle -- -- -- 136 -- --
--------- --------- --------- --------- --------- ---------
Net income (loss) $ (190) $ (5,212) $ 2,836 $ 2,740 $ 2,000 $ 15
========= ========= ========= ========= ========= =========
EARNINGS PER SHARE:
Income (loss) from continuing operations before
extraordinary charge $ 0.71 $ (0.55) $ 0.49 $ 0.67 $ 0.81 $ 0.01
Discontinued operations:
Loss from operations, net of tax benefit (0.16) (0.28) (0.06) -- -- --
Loss on disposal, net of tax benefit (0.58) -- -- -- -- --
Extraordinary charge, net of tax benefit -- (0.01) -- (0.02) -- --
Cumulative effect of change in accounting
principle -- -- -- 0.03 -- --
--------- --------- --------- --------- --------- ---------
Net income (loss) $ (0.03) $ (0.84) $ 0.43 $ 0.68 $ 0.81 $ 0.01
========= ========= ========= ========= ========= =========
Weighted average number of Common Shares
outstanding 6,789 6,212 6,667 4,027 2,468 2,576
<CAPTION>
MARCH 31,
---------
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital, excluding net assets held
for sale $ 35,082 $ 30,358 $ 31,229 $ 20,441 $ 8,526 $ 8,577
Total assets 106,918 107,398 108,758 67,858 21,880 21,418
Long-term debt, net of current portion 25,635 26,616 25,869 21,492 10,700 13,694
Minority interest 473 502 4,067 4,022 -- --
Shareholders' equity 54,676 54,281 56,060 24,301 2,814 361
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Fiscal 1997 was a transitional year for the Company and its primary
objective was to enhance profitability through gross profit improvements,
operating expense reductions and improved working capital management. As its
improved results demonstrate, the Company has been successful in meeting this
objective. On a going forward basis, the Company's objective is to better
utilize its engineering capabilities and focus on the more profitable
engineering and construction side of the business. During March 1997, the
Company adopted a formal plan to put its Corrtherm foundry operation, located in
Belle Chasse, Louisiana up for sale. The decision was consistent with the
Company's objective as Corrtherm operates exclusively in the product side of the
business. For financial reporting purposes, Corrtherm is now reported as a
discontinued operation and the consolidated financial statements have been
reclassified to report separately Corrtherm's net assets and results of
operations.
OPERATING RESULTS OF THE COMPANY
YEAR ENDED MARCH 31, 1997 COMPARED TO YEAR ENDED MARCH 31, 1996
REVENUES
Revenues from continuing operations for fiscal 1997 totaled $139.6
million compared with $127.8 million for fiscal 1996, an increase of 9.3%. The
increase was all internally generated, as there were no acquisitions in either
fiscal year. During fiscal 1997, approximately 48% of the Company's revenues
related to services and 52% related to product sales. In fiscal 1996, service
and product sales represented approximately 52% and 48%, respectively, of the
Company's revenues.
Revenues from services increased approximately $1.6 million or 2.4% as
the Company emphasized profitability over revenue growth. Fiscal 1996 service
revenues were negatively impacted during the fourth quarter by unusually severe
winter weather in parts of the U.S. and Canada, resulting in certain engineering
and construction projects being delayed to future periods.
Product revenues increased $10.3 million or 16.6% primarily due to
growth at the Company's Wilson Walton UK operations as well as growth from the
Company's core businesses. Wilson Walton's results benefited from several large
offshore projects that were in process during fiscal 1997.
GROSS PROFIT
The Company's gross profit for fiscal 1997 totaled $41.8 million (or
29.9% of revenues) compared to $33.2 million (or 26.0% of revenues) for fiscal
1996, an increase in gross profit dollars of 26.0%.
Gross profit related to services totaled $23.3 million (or 34.5% of
service revenues) for fiscal 1997 compared to $17.6 million (or 26.7% of service
revenues) for fiscal 1996, an increase in gross profit dollars of 32.2%. The
improvement in service margins is primarily the result of the pricing
disciplines effected during fiscal 1996. The full benefit of these were realized
in fiscal 1997. During fiscal 1996, the Company completed a number of lower
margin jobs and orders which were in the backlog at the beginning of the fiscal
year.
Gross profit related to product sales totaled $18.5 million (or 25.7%
of product sales) for fiscal 1997 compared to $15.6 million (or 25.2% of product
sales) for fiscal 1996, an increase in gross profit dollars of 19.0%.
11
<PAGE> 12
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
S,G&A expense for fiscal 1997 totaled $30.4 million (or 21.8% of
revenues) compared to $31.3 million (or 24.5% of revenues) for fiscal 1996, a
decrease of 2.9%. The decrease is primarily due to the cost reduction measures
implemented in fiscal 1996.
UNUSUAL ITEMS
During fiscal 1997, the Company recorded a net unusual charge totaling
$1.7 million. The unusual charge includes a $2.4 million charge related to the
final settlement of the securities and class action and shareholder derivative
lawsuits filed in 1995, offset by a $0.7 million gain on the sale of a small
non-core business recorded during the fourth quarter. During fiscal 1996, the
Company recorded unusual charges totaling $4.4 million. Such charges consisted
primarily of litigation-related legal expenses as well as costs associated with
the consolidation of facilities.
OPERATING INCOME (LOSS)
Operating income for fiscal 1997 totaled $9.7 million compared with an
operating loss of $2.5 million during fiscal 1996. The increase is attributable
to higher gross margins and a reduction in S,G&A expense. The current year
results include a net unusual charge of $1.7 million. The fiscal 1996 operating
loss included a $4.4 million unusual charge. Excluding the impact of the unusual
items, operating income for fiscal 1997 increased 517% over fiscal 1996 results.
INTEREST EXPENSE
Interest expense for fiscal 1997 totaled $1.7 million compared to $1.9
million for fiscal 1996. The decrease is primarily attributable to the paydown
of long-term debt and a decrease in the average interest rate.
INCOME TAX PROVISION (BENEFIT)
The Company recorded a provision for income taxes of $3.2 million for
fiscal 1997 compared to a benefit of $1.1 million for fiscal 1996. The effective
tax rate for fiscal 1997 was 39.7% compared to (23.7)% for fiscal 1996. See Note
7 to Notes to Consolidated Financial Statements for reconciliations of the
Company's effective tax rates.
INCOME (LOSS) FROM CONTINUING OPERATIONS
Income from continuing operations for fiscal 1997 totaled $4.8 million,
compared with a loss of $3.4 million in fiscal 1996.
DISCONTINUED OPERATIONS
The Company's operating loss from discontinued operations totaled $1.0
million in fiscal 1997 compared to $1.7 million in fiscal 1996. During fiscal
1997, the Company recorded a $4.0 million charge (net of tax benefit) relating
to the decision to sell Corrtherm.
NET LOSS
The Company incurred a net loss of $0.2 million for fiscal 1997
compared to a net loss of $5.2 million for fiscal 1996. The fiscal 1996 net loss
includes a $0.1 million extraordinary charge related to the early retirement of
bank debt.
12
<PAGE> 13
YEAR ENDED MARCH 31, 1996 COMPARED TO YEAR ENDED MARCH 31, 1995
REVENUES
Revenues for fiscal 1996 totaled $127.8 million, an increase of $9.3
million or 7.8% over fiscal 1995. Approximately $4.0 million of the increase is
attributable to the inclusion of sales relating to RCS. The Company acquired all
the shares of RCS in the second quarter of fiscal 1995. Excluding the impact of
the RCS acquisition, revenues for fiscal 1996 increased approximately 4.5%.
During fiscal 1996, approximately 52% of the Company's revenues related
to services and 48% related to product sales. In fiscal 1995, service and
product sales each represented approximately 52% and 48%, respectively, of the
Company's revenues.
Revenues from services, excluding the impact of the RCS acquisition,
increased approximately $2.9 million or 4.7% over fiscal 1995. The increase is
attributable to growth in revenues in the Company's domestic market (historical
core businesses), at its operations in Canada and at Wilson Walton. Fiscal 1996
service revenues were negatively impacted during the fourth quarter by unusually
severe winter weather in parts of the U.S. and Canada, resulting in certain
engineering and construction projects being delayed to future periods.
Product revenues, excluding the impact of the RCS acquisition, were up
$2.4 million or 4.4%. Product revenues relating to the domestic operations and
Canada increased during fiscal 1996; however, such increases were offset by
lower anode sales (primarily in the fourth quarter) as well as decreased product
revenues at the Company's Good-All and Wilson Walton operations. Product
revenues at Good-All were down approximately $0.9 million between years. Wilson
Walton's product revenues were down approximately $0.3 million between years.
The entire decrease, however, relates to the first half of fiscal 1996. Wilson
Walton's product revenues increased by approximately $2.2 million during the
second half of fiscal year 1996 as compared to the prior year second half
results.
GROSS PROFIT
The Company's gross profit for fiscal 1996 totaled $33.2 million (or
26.0% of revenues) compared to $36.4 million (or 30.7% of revenues) for fiscal
1995, a decrease in gross profit dollars of 8.9%.
Gross profit related to services totaled $17.6 million (or 26.7% of
service revenues) for fiscal 1996 compared to $21.8 million (or 35.1% of service
revenues) for fiscal 1995, a decrease in gross profit dollars of 19.5%. Gross
profit margins were negatively impacted during the first half of fiscal 1996 by
the backlog of lower margin jobs. During fiscal 1996, the Company completed a
number of lower margin jobs and orders which were in the backlog at the
beginning of the fiscal year. Service gross profit margins were also negatively
impacted during the first half of fiscal 1996 by increased use of third party
contractors, as well as higher labor and overhead costs. Service gross profit
margins did, however, begin to show improvement during the second half of fiscal
1996. Fourth quarter service margins were unfavorably impacted by severe winter
weather in Canada which negatively impacted the profitability of a large project
completed during the quarter.
Gross profit related to product sales totaled $15.6 million (or 25.2%
of product sales) for fiscal 1996 compared to $14.6 million (or 25.8% of product
sales) for fiscal 1995, an increase in gross profit dollars of 7.0%. Excluding
the impact of the RCS acquisition, product gross profit dollars decreased 5.4%.
The decrease in product gross margins is the result of lower margins at the
Company's Good-All and Wilson Walton operations partially offset by improved
product margins at the Company's domestic operations. Product gross profit
margins did, however, begin to show improvement during the second half of fiscal
1996.
13
<PAGE> 14
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
S,G&A expense for fiscal 1996 totaled $31.3 million (or 24.5% of
revenues) compared to $29.6 million (or 24.9% of revenues) for fiscal 1995, an
increase of 6.0%. Approximately $1.4 million of the increase relates to the
inclusion of S,G&A expenses of RCS. Excluding the impact of RCS, S,G&A expense
increased approximately $0.3 million between years.
The Company has implemented a number of measures to reduce its S,G&A
costs and enable the Company to realize efficiencies of scale as it continues to
integrate its acquired companies. Such measures included work force reductions
and consolidation of facilities. During the second quarter of fiscal 1996, the
Company reduced its work force by approximately 7%, which resulted in annual
savings of approximately $2.0 million. The impact of the work force reduction
was realized beginning in the second half of fiscal 1996 through lower S,G&A
cost levels.
UNUSUAL ITEMS
During fiscal 1996, the Company recorded unusual charges totaling
approximately $4.4 million. Such charges consisted primarily of
litigation-related legal expenses as well as costs associated with the
consolidation of facilities. See Liquidity and Capital Resources and Note 12 of
Notes to the Consolidated Financial Statements for further discussion regarding
litigation.
OPERATING INCOME (LOSS)
The Company incurred an operating loss of $2.5 million during fiscal
1996 compared to operating income of $6.8 million during fiscal 1995. The
decrease is primarily attributable to lower gross profit and the unusual charges
discussed above.
INTEREST EXPENSE
Interest expense for fiscal 1996 totaled $1.9 million compared to $0.9
million for fiscal 1995. The increase is primarily attributable to the
additional interest cost associated with the RCS acquisition as well as
increased borrowings to meet working capital needs.
INCOME TAX PROVISION (BENEFIT)
The Company recorded a benefit for income taxes of $1.1 million for
fiscal 1996 compared to a provision of $2.7 million for fiscal 1995. The
effective tax rate for fiscal 1996 was (23.7)% compared to 44.7% for fiscal
1995. The (23.7)% rate reflects a benefit derived from losses which will be
carried back to prior year tax returns. The fiscal 1995 effective tax rate was
impacted by a higher proportion of income generated in Canada, which is taxed at
a higher rate, and the impact of permanent tax basis differences in the United
States. See Note 7 to Notes to Consolidated Financial Statements for
reconciliations of the Company's effective tax rates.
INCOME (LOSS) FROM CONTINUING OPERATIONS
The Company's loss from continuing operations totaled $3.4 million in
fiscal 1996 compared to income from continuing operations of $3.3 million in
fiscal 1995.
DISCONTINUED OPERATIONS
The Company's operating loss from discontinued operations totaled $1.7
million in fiscal 1996 compared to $0.5 million in fiscal 1995.
14
<PAGE> 15
NET INCOME (LOSS)
The Company incurred a net loss of $5.2 million for fiscal 1996
compared to net income of $2.8 million for fiscal 1995. The fiscal 1996 net loss
includes a $0.1 million extraordinary charge related to the early retirement of
bank debt. Excluding the impact of the unusual charges, the majority of the
current year loss was incurred during the first half of fiscal 1996. The Company
began to realize the impact of the actions instituted to improve margins and
reduce costs described above during the second half of fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had working capital (excluding net
assets held for sale), of $35.1 million compared to $30.4 million at March 31,
1996, an increase of $4.7 million or 15.6%. The increase is primarily the result
of increased accounts receivable and inventory levels. The increased accounts
receivable level is mainly due to Corrpro Canada's strong performance in the
fourth quarter. The increased inventory level is mainly due to the timing of
several large offshore projects at Wilson Walton. The Company generated cash
flow from continuing operations of $3.4 million. On a consolidated basis, the
Company generated cash flow from operations of $3.7 million.
Cash used for investing activities totaled $2.4 million during fiscal
1997 and included $1.9 million of net capital expenditures and the disbursement
of $0.5 million relating to the purchase of technology rights. Cash used for
financing activities totaled $1.2 million during fiscal 1997 which included $0.8
million related to the repurchase of the Company's Common Shares.
On March 29, 1996, the Company entered into a $37.5 million domestic
bank credit facility which consists of a three-year $32.5 million revolver which
expires on March 31, 1999 and a four-year $5 million term loan which matures on
March 31, 2000. The term loan is payable in quarterly installments of $150,000
in fiscal 1997 and 1998 and $300,000 in fiscal 1999 and 2000 with the balance
due on maturity. Borrowings under the credit facility were initially limited to
borrowing base amounts as defined in the credit agreement. Effective March 31,
1997, the borrowing base limitations have been removed. The credit agreement was
amended as of October 23, 1996 and March 31, 1997 to revise certain definitions.
In addition to the domestic bank credit facility, the Company has
various smaller lines of credit with foreign banks which totaled approximately
$3.8 million. Total availability under the domestic and foreign credit
facilities at March 31, 1997 was approximately $15.2 million. The Company was in
compliance with all of its debt covenants at March 31, 1997.
As previously reported, in June 1995 the Company announced that
earnings per share for fiscal 1995 were expected to be substantially below
analysts' expectations, and in August the Company restated its previously
reported results for the second and third quarters of fiscal 1995. Class action
litigation and shareholder derivative litigation were commenced seeking
substantial damages from the Company and/or certain of its current and former
directors and officers. In addition, the Company is cooperating in a related
investigation being conducted by the Securities and Exchange Commission. See
Part I, Item 3, Legal Proceedings. The Company is a party to indemnification
agreements with the individual defendants in the class action and shareholder
derivative litigation, and the Company has been paying the reasonable expenses
(including attorneys' fees) of the individual defendants in defending such
lawsuits. The individual defendants have each furnished to the Company a written
undertaking to repay the amounts so paid if it shall ultimately be determined
that such individual defendant is not entitled to indemnification.
On October 17, 1996, the Company reached an agreement in principle to
settle the securities class action and shareholder derivative lawsuits. On April
22, 1997, the United States District Court (N.D. Ohio) granted final approval to
the stipulation of settlement. The total of the settlement was $6.1 million. The
Company agreed to pay $1.1 million in cash, to issue a promissory note in the
amount of $0.5 million and to pay an
15
<PAGE> 16
additional $1.4 million in cash or equity securities valued at the time of
distribution. The Company's D&O carrier agreed to pay the balance of the
settlement amount. To date, the Company has paid approximately $1.0 million in
cash relating to the settlement.
The Company believes that cash generated by operations and amounts
available under its domestic bank credit facility and foreign lines of credit
will be sufficient to satisfy the Company's liquidity requirements through at
least fiscal 1998. This includes the remaining cash requirements relating to the
settlement of the litigation discussed above.
In connection with the proposed acquisition of CPS, the Company is
currently in the process of negotiating a new credit facility, the proceeds of
which will be used to refinance existing domestic bank indebtedness as well as
finance the acquisition. See Part I, Item 1, Recent Developments.
CHANGES IN ACCOUNTING STANDARDS
See Notes 1 and 10 of Notes to Consolidated Financial Statements for a
discussion of the Company's adoption of Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of" and SFAS No. 123, "Accounting for
Stock-Based Compensation". In February 1997, the Financial Accounting Standards
Board issued SFAS No. 128, "Earnings per Share", which is required to be adopted
on December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods presented in comparative statements. Under the new requirements for
calculating primary earnings per share, the dilutive effect of stock options
will be excluded from the calculation. Due to the immaterial amount of common
stock equivalents in the Company's current primary earnings per share
calculation, the adoption of SFAS No. 128 is not expected to have a material
impact on the calculations of primary earnings per share reported for the fiscal
years ended March 31, 1997 and March 31, 1996. The impact of SFAS No. 128 on the
calculation of fully diluted earnings per share for these periods is also
expected to be immaterial.
EFFECT OF INFLATION AND FOREIGN CURRENCY TRANSLATION
The Company does not believe that inflation has had a significant
effect on the Company's results of operations for the periods presented.
The Company has not been significantly affected by currency
fluctuations or foreign exchange restrictions. Management believes that these
risks resulting from the Company's increased foreign sales are manageable.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Begins on following page.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
16
<PAGE> 17
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Corrpro Companies, Inc.
We have audited the consolidated financial statements of Corrpro Companies,
Inc. and subsidiaries (the Company) as listed in the accompanying index. 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 audit. The accompanying consolidated
financial statements of the Company as of March 31, 1996 and 1995, were audited
by other auditors whose report thereon dated May 28, 1996, expressed an
unqualified opinion on those statements, before the restatement described in
Note 2 to the consolidated financial statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the 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 audit provides a reasonable basis for our opinion.
In our opinion, the 1997 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Corrpro
Companies, Inc. and subsidiaries as of March 31, 1997, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
We also audited the adjustments described in Note 2 that were applied to restate
the 1996 and 1995 consolidated financial statements for discontinued operations
treatment. In our opinion, such adjustments are appropriate and have been
properly applied.
KPMG PEAT MARWICK LLP
Cleveland, Ohio
May 14, 1997
17
<PAGE> 18
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Corrpro Companies, Inc.
In our opinion, the consolidated balance sheet and the related consolidated
statements of income, of shareholders' equity and of cash flows, prior to
restatement for discontinued operations (not presented herein), present fairly,
in all material respects, the financial position, results of operations and
cash flows of Corrpro Companies, Inc. and its subsidiaries (the Company) as of
and for each of the two years in the period ended March 31, 1996 in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above. We have
not audited the consolidated financial statements of the Company for any period
subsequent to March 31, 1996, nor have we examined any adjustments applied to
the 1996 and 1995 financial statements which give effect to the Company's 1997
decision to discontinue certain operations.
PRICE WATERHOUSE LLP
Cleveland, Ohio
May 28, 1996
18
<PAGE> 19
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND 1996
(In Thousands)
ASSETS
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,233 $ 3,249
Accounts receivable, net 32,622 28,658
Inventories 18,031 14,676
Costs and estimated earnings in excess of billings on
uncompleted contracts 2,498 2,145
Prepaid expenses and other 4,126 6,955
Net assets held for sale 11,277 14,910
--------- ---------
Total current assets 71,787 70,593
--------- ---------
PROPERTY AND EQUIPMENT:
Land 553 782
Buildings and improvements 4,840 6,404
Equipment, furniture and fixtures 12,358 10,725
--------- ---------
17,751 17,911
Less accumulated depreciation (7,231) (5,531)
--------- ---------
Property and equipment, net 10,520 12,380
--------- ---------
OTHER ASSETS:
Goodwill, net 21,218 21,296
Patents and other intangibles, net 1,923 1,617
Other 1,470 1,512
--------- ---------
Total other assets 24,611 24,425
--------- ---------
$ 106,918 $ 107,398
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
19
<PAGE> 20
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND 1996
(In Thousands, Except per Share Data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CURRENT LIABILITIES:
Short-term borrowings $ 249 $ 40
Current portion of long-term debt 1,803 1,487
Accounts payable 13,607 16,050
Accrued liabilities and other 9,769 7,748
--------- ---------
Total current liabilities 25,428 25,325
--------- ---------
LONG-TERM DEBT, NET OF CURRENT PORTION 25,635 26,616
DEFERRED INCOME TAXES 706 674
COMMITMENTS AND CONTINGENCIES -- --
MINORITY INTEREST 473 502
SHAREHOLDERS' EQUITY:
Serial Preferred Shares, voting, no par value;
1,000 shares authorized and unissued -- --
Common Shares, voting, no par value, stated value
$0.33 per share; 12,000 shares authorized; 6,685
and 6,584 shares issued in 1997 and 1996; 6,573 and
6,559 shares outstanding in 1997 and 1996 2,238 2,196
Additional paid-in capital 50,590 50,043
Accumulated earnings 1,773 1,963
--------- ---------
54,601 54,202
Cumulative translation adjustment 894 131
Common Shares in treasury, at cost (819) (52)
--------- ---------
Total shareholders' equity 54,676 54,281
--------- ---------
$ 106,918 $ 107,398
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
20
<PAGE> 21
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
(In Thousands, Except per Share Data)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Revenues:
Engineering and construction services $ 67,486 $ 65,916 $ 62,148
Product sales 72,118 61,857 56,367
--------- --------- ---------
139,604 127,773 118,515
--------- --------- ---------
Cost of sales:
Engineering and construction services 44,236 48,330 40,312
Product sales 53,577 46,279 41,806
--------- --------- ---------
97,813 94,609 82,118
--------- --------- ---------
Gross profit 41,791 33,164 36,397
Selling, general and administrative expenses 30,421 31,322 29,557
Unusual items 1,700 4,368 --
--------- --------- ---------
Operating income (loss) 9,670 (2,526) 6,840
Interest expense 1,696 1,937 888
--------- --------- ---------
Income (loss) from continuing operations before
income taxes and extraordinary charge 7,974 (4,463) 5,952
Provision (benefit) for income taxes 3,167 (1,056) 2,661
--------- --------- ---------
Income (loss) from continuing operations before
extraordinary charge 4,807 (3,407) 3,291
Discontinued operations:
Loss from operations, net of tax benefit (1,037) (1,735) (455)
Loss on disposal, net of tax benefit (3,960) -- --
--------- --------- ---------
Income (loss) before extraordinary charge (190) (5,142) 2,836
Extraordinary charge, net of tax benefit -- (70) --
--------- --------- ---------
Net income (loss) $ (190) $ (5,212) $ 2,836
========= ========= =========
Earnings per share:
Income (loss) from continuing operations before
extraordinary charge $ 0.71 $ (0.55) $ 0.49
Discontinued operations:
Loss from operations, net of tax benefit (0.16) (0.28) (0.06)
Loss on disposal, net of tax benefit (0.58) -- --
Extraordinary charge, net of tax benefit -- (0.01) --
--------- --------- ---------
Net income (loss) $ (0.03) $ (0.84) $ 0.43
========= ========= =========
Number of Common and Common Share equivalents 6,789 6,212 6,667
========= ========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
21
<PAGE> 22
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
(In Thousands, Except per Share Data)
<TABLE>
<CAPTION>
COMMON
SHARES COMMON
SERIAL ($0.33 ADDITIONAL CUMULATIVE SHARES
PREFERRED STATED PAID-IN ACCUMULATED TRANSLATION IN
SHARES VALUE) CAPITAL EARNINGS ADJUSTMENT TREASURY* TOTAL
------ ----- ------- -------- ---------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
March 31, 1994 $ -- $1,316 $19,313 $4,339 $(615) $(52) $24,301
Net income -- -- -- 2,836 -- -- 2,836
Issuance of 1,845 Common Shares in
Secondary Public Offering -- 615 26,859 -- -- -- 27,474
Exercise of 30 stock options -- 10 209 -- -- -- 219
Exercise of 144 warrants -- 48 (48) -- -- -- --
Cumulative translation adjustment -- -- -- -- 1,230 -- 1,230
------ --------- ----------- --------- ------ ------- --------
March 31, 1995 -- 1,989 46,333 7,175 615 (52) 56,060
Net loss -- -- -- (5,212) -- -- (5,212)
Exercise of 89 stock options -- 30 391 -- -- -- 421
Conversion of 530 CSG shares -- 177 3,319 -- -- -- 3,496
Cumulative translation adjustment -- -- -- -- (484) -- (484)
------ --------- ----------- --------- ------ ------- --------
March 31, 1996 -- 2,196 50,043 1,963 131 (52) 54,281
Net loss -- -- -- (190) -- -- (190)
Exercise of 126 stock options -- 42 547 -- -- -- 589
Repurchase of 87 Common Shares -- -- -- -- -- (767) (767)
Cumulative translation adjustment -- -- -- -- 763 -- 763
------ --------- ----------- --------- ------ ------- --------
March 31, 1997 $ -- $2,238 $50,590 $1,773 $ 894 $(819) $54,676
====== ========= =========== ========= ====== ======= ========
<FN>
*Shares held in treasury totaled 25 at March 31, 1994, 1995 and 1996 and 112 at
March 31, 1997.
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
22
<PAGE> 23
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
(In Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (190) $ (5,212) $ 2,836
Adjustments to reconcile net income (loss)
to net cash provided by continuing operations:
Depreciation and amortization 3,259 2,791 2,529
Deferred income taxes (529) (900) 282
(Gain) loss on sale of assets (105) 94 (136)
Loss from discontinued operations 1,037 1,735 455
Loss on disposal of discontinued operations 3,960 -- --
Minority interest (47) (54) 181
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable (3,556) 2,694 (4,423)
Inventories (3,128) (1,286) 3,150
Contracts in progress, net (632) 1,458 (708)
Prepaid expenses and other 4,266 (368) (2,042)
Accounts payable and accrued expenses (1,147) 3,039 (2,768)
Other assets 206 (557) 3,378
-------- -------- --------
Total adjustments 3,584 8,646 (102)
-------- -------- --------
Net cash provided by continuing operations 3,394 3,434 2,734
Net cash provided by (used for) discontinued operations 271 2,813 (11,102)
-------- -------- --------
Net cash provided by (used for) operations 3,665 6,247 (8,368)
-------- -------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (2,123) (3,088) (1,747)
Disposal of property, plant and equipment 236 224 238
Acquisitions, net of cash acquired -- (700) (23,283)
Other assets (500) (731) (59)
-------- -------- --------
Net cash used for investing activities (2,387) (4,295) (24,851)
-------- -------- --------
Cash flows from financing activities:
Proceeds from long-term debt 34,351 51,829 39,870
Repayment of long-term debt (34,845) (50,439) (34,084)
Repayment of other debt (230) (1,783) (898)
Net proceeds from issuance of Common Shares 297 207 28,110
Repurchase of Common Shares (767) -- --
-------- -------- --------
Net cash provided by (used for) financing activities (1,194) (186) 32,998
-------- -------- --------
Effect of changes in foreign currency exchange rates (100) 99 (62)
-------- -------- --------
Net increase (decrease) in cash (16) 1,865 (283)
Cash and cash equivalents at beginning of period 3,249 1,384 1,667
-------- -------- --------
Cash and cash equivalents at end of period $ 3,233 $ 3,249 $ 1,384
======== ======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
23
<PAGE> 24
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995
(In Thousands, Except per Share Data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Consolidation and basis of presentation
The consolidated financial statements include the accounts of Corrpro
Companies, Inc. and its wholly-owned subsidiaries (the Company). All significant
intercompany accounts and transactions have been eliminated in consolidation.
Certain fiscal 1996 and 1995 amounts have been reclassified to conform with the
fiscal 1997 presentation.
The Company operates in a single industry segment domestically and
through subsidiaries headquartered in Canada, United Kingdom, Saudi Arabia and
Singapore with various other locations in Europe, the Middle East and Asia,
which consists of providing corrosion control engineering and monitoring
services, systems and equipment to the infrastructure, environmental and energy
markets.
Cash and cash equivalents
The Company considers cash and all other highly liquid investments with
a maturity of three months or less at the time of purchase to be cash
equivalents.
Accounts receivable
Accounts receivable are presented net of allowances for doubtful
accounts of $1,735, $1,185, $1,013 and $1,007 at March 31, 1997, 1996, 1995 and
1994, respectively. Bad debt expense totaled $498, $654 and $587 in fiscal 1997,
1996 and 1995, respectively.
The Company performs ongoing credit evaluations of its customers'
financial condition. Corrosion control services are provided to a large number
of customers with no substantial concentration in a particular industry.
Inventories
Inventories are valued at the lower of cost or market with cost being
determined on the first-in, first-out method. Inventories are stated net of
reserves for excess, slow moving and potentially obsolete materials. Inventories
consist of the following at March 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Component parts and raw materials $ 8,437 $ 7,217
Work in process 955 1,149
Finished goods 8,639 6,310
------- -------
$18,031 $14,676
======= =======
</TABLE>
24
<PAGE> 25
Property and equipment
Property and equipment are stated at cost. Major renewals and
improvements are capitalized, while maintenance and repairs are expensed when
incurred. The cost and accumulated depreciation for property and equipment sold,
retired, or otherwise disposed of are removed from the accounts, and resulting
gains or losses are reflected in income.
Substantially all of the Company's operations compute depreciation on
the straight-line method. Depreciation for the Company's Canadian operations is
computed on the declining balance method. Estimated useful lives range from 25
to 40 years for buildings and from 4 to 10 years for equipment, furniture and
fixtures. Leasehold improvements are depreciated over the term of the lease. For
income tax reporting purposes, depreciation is computed principally using
accelerated methods.
Depreciation expense totaled $1,905, $1,754 and $1,556 in fiscal 1997,
1996 and 1995, respectively.
Goodwill, patents and other intangibles
Goodwill is being amortized on a straight-line basis, principally over
30 years. Goodwill amortization totaled $777, $796 and $737 in fiscal 1997, 1996
and 1995, respectively. Accumulated amortization was $2,481 and $1,704 at March
31, 1997 and 1996, respectively.
Included in patents and other intangibles are amortizable assets
consisting primarily of patents, trademarks and covenants not to compete. Such
assets, with a cost of $3,102 and $2,570 at March 31, 1997 and 1996,
respectively, are amortized on the straight-line method over their estimated
useful lives ranging from 4 to 20 years. Amortization expense for such assets
totaled $345, $295 and $236 in fiscal 1997, 1996 and 1995, respectively.
The Company uses an undiscounted cash flow method to periodically
review the net realizable value of goodwill and other intangible assets and
believes that such assets are realizable.
The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" during 1997. The adoption of this Statement did not
have a material impact on the Company's consolidated financial statements.
Fair value of financial instruments
The recorded value of cash and cash equivalents, receivables, payables,
accrued liabilities and short-term borrowings approximates fair value because of
the short maturity of these instruments. The recorded value of the Company's
long-term debt is considered to approximate fair value based on the borrowing
rates currently available to the Company for loans with similar terms and
maturities.
Revenue recognition
The Company records income from construction and engineering contracts
under the percentage-of-completion method. Under this method, revenues are
recognized in proportion to the ratio of costs incurred to currently estimated
total contract costs. Estimated earnings and costs on contracts are subject to
revision throughout the terms of the contracts, and any required adjustments are
recorded in the periods in which revisions are made. Accounts receivable
includes $861 and $754 at March 31, 1997 and 1996, respectively, of amounts
billed but not paid by customers under retainage provisions of contracts. The
Company recognizes revenue from product sales upon shipment.
25
<PAGE> 26
Product development expenses
Expenditures for product development totaled approximately $783, $718
and $965 in fiscal 1997, 1996 and 1995, respectively.
Income taxes
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," which requires the application of the asset and
liability method.
Earnings per share
Earnings per share is computed by dividing net income (loss) by the
weighted average number of Common and Common Share equivalents outstanding
during the year. Common Share equivalents are computed using the treasury stock
method. Common Share equivalents were excluded from the net loss per share
computation for fiscal 1996 as the effect would be antidilutive.
Foreign currency translation
The functional currency for each of the Company's foreign operations is
the applicable local currency. Accordingly, assets and liabilities are
translated into U.S. dollars at the exchange rate in effect at the balance sheet
date, and income and expenses are translated at average exchange rates
prevailing during the year. Translation gains or losses are accumulated as a
separate component of shareholders' equity entitled cumulative translation
adjustment. Foreign currency transaction gains or losses are credited or charged
to income, and such amounts have been insignificant for the periods presented.
Financial statement estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
The Company has adopted the disclosure-only SFAS No. 123, "Accounting
for Stock-Based Compensation," and will continue to account for stock-based
compensation using Accounting Principles Board Opinion (APB) No. 25 "Accounting
for Stock Issued to Employees."
2. NET ASSETS HELD FOR SALE:
During March 1997, the Company adopted a formal plan to put its
Corrtherm operation up for sale. Corrtherm is reported as a discontinued
operation and the consolidated financial statements have been reclassified to
report separately Corrtherm's net assets and results of operations. Prior period
consolidated financial statements have been reclassified to the current period
presentation.
As a result of the adoption of the divestiture plan, the Company
recorded a $6,000 charge ($3,960 net of the related tax benefit). The charge
included the estimated loss on disposal and provisions for other estimated costs
to be incurred in connection with the disposal. The amounts the Company will
ultimately realize could differ from these estimates.
26
<PAGE> 27
Net assets held for sale relating to Corrtherm before adjustment for
the estimated loss on disposal at March 31, 1997 consisted of working capital of
$2,953, net property and equipment of $7,597, and other assets of $3,052.
The Company allocated interest of $638, $696 and $224 for fiscal years
1997, 1996 and 1995 to Corrtherm based on the estimated proceeds to be realized
from the divestiture.
Revenues from Corrtherm, which are excluded from consolidated revenues
totaled $12,147, $12,748 and $7,494 in fiscal 1997, 1996 and 1995, respectively.
Loss from discontinued operations totaled $1,037, $1,735 and $455 in fiscal
1997, 1996 and 1995 and are net of income tax benefits of $493, $823 and $216,
respectively.
Corrtherm was formed in November 1994 through the combination of the
operations of Thermal Reduction Company (TRC) and American Corrosion Services,
Inc. (ACS). The Company purchased substantially all of the assets of TRC for
$9,309 on October 30, 1994. The excess of the purchase price over the fair value
of net assets acquired totaled $2,797. Effective November 1, 1994, the Company
purchased ACS for cash of $1,500 and promissory notes aggregating $3,387. The
excess of the purchase price over the fair value of net assets acquired totaled
$356.
At March 31, 1997, net assets held for sale includes $1,635 relating to
a building located in Colorado which was sold in April 1997. Proceeds received
approximated the net book value of the building.
3. ACQUISITIONS AND DISPOSITIONS:
In March 1997, the Company sold substantially all of the assets of a
non-core business operation located in Lafayette, Louisiana. Proceeds from the
sale totaled $2,500 and resulted in a gain of $700 which has been reflected as
an unusual item in the accompanying consolidated statements of income. The
proceeds consisted of a $2,100 short-term note receivable which is secured by a
pledge of the acquiring entities' common stock and a $400 five-year note
receivable. Revenues relating to the Lafayette operation, which are included in
the consolidated results, totaled $3,832, $3,230 and $2,749 in fiscal 1997, 1996
and 1995, respectively.
Effective August 1, 1994, the Company purchased all of the shares of
Rohrback Cosasco Systems, Inc. ("RCS") for $8,439. Effective October 1, 1994,
the Company purchased substantially all of the assets of Wayne Broyles Cathodic
Systems, Inc. ("Wayne Broyles") for $925. These acquisitions have been accounted
for using the purchase method of accounting. Accordingly, the purchase prices
have been allocated to the net assets acquired, on the basis of the estimated
fair value of the assets acquired and liabilities assumed at the effective date
of acquisition. The results of the acquired entities have been included in the
Company's results since the respective effective acquisition dates.
4. UNUSUAL ITEMS AND EXTRAORDINARY CHARGE:
Unusual items
During fiscal 1997, the Company recorded an unusual charge totaling
$1,700. This amount includes a $2,400 charge which represents the Company's
share of the settlement cost relating to the securities class action and
shareholder derivative lawsuits, net of estimated litigation related legal fees
to be reimbursed by the Company's D&O carrier. See Note 12. Also included is a
$700 gain on the sale of a non-core business operation. See Note 3.
At March 31, 1997, accrued liabilities included $2.1 million related to
the securities class action and shareholder derivative lawsuit matters.
During fiscal 1996, the Company recorded unusual charges totaling
$4,368. Such charges consisted
27
<PAGE> 28
primarily of litigation related legal and professional expenses as well as costs
associated with the consolidation of facilities and the integration of
acquisitions.
Extraordinary charges
During fiscal 1996, the Company recorded a $70 extraordinary charge,
net of tax benefit, as a result of the refinancing of borrowings under its
domestic revolving credit facility. The extraordinary charge represented the
write-off of unamortized deferred financing costs.
5. LONG-TERM DEBT:
Long-term debt at March 31, 1997 and 1996 consisted of the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Domestic bank credit facility --
Revolver $19,669 $19,466
Term loan 4,400 5,000
Other term notes payable 2,286 2,374
Mortgages payable 1,083 1,263
------- -------
27,438 28,103
Less: current portion 1,803 1,487
------- -------
$25,635 $26,616
======= =======
</TABLE>
On March 29, 1996, the Company entered into a $37.5 million domestic
bank credit facility with a three-bank group. The credit facility consists of a
three-year $32.5 million revolver which matures on March 31, 1999 and a
four-year $5.0 million term loan which matures on March 31, 2000. The term loan
is payable in quarterly installments of $150 in fiscal 1997 and 1998 and $300 in
fiscal 1999 and 2000 with the balance due on maturity. Borrowings under the
credit facility were initially limited to borrowing base amounts as defined in
the credit agreement. Effective March 31, 1997, the borrowing base limitations
have been removed. Interest on revolver and term loan borrowings is based, at
the Company's option, on either (a) the prime rate, as defined in the credit
agreement or (b) LIBOR plus 1.5% to 2.5%. The spread over LIBOR varies based
upon a certain financial covenant. The interest rate on borrowings outstanding
at March 31, 1997 and 1996 was 8.50% and 8.25%, respectively. The Company is
required to pay a commitment fee of .25% per annum on the unused revolver
commitment. Borrowings under the credit facility are secured by the Company's
domestic accounts receivable, inventories, certain intangibles, machinery and
equipment and real estate owned by the Company located in Colorado. This
facility is currently being held for sale and will be released by the three-bank
group from the collateral base upon disposition. See Note 2 for further
discussion. The Company has also pledged slightly less than two-thirds of the
capital stock of its Wilson Walton and Corrpro Canada subsidiaries. The credit
agreement requires the Company to maintain certain tangible net worth, leverage,
debt service coverage and debt to operating cash flow ratios. The Company was in
compliance with all covenants at March 31, 1997. The credit agreement provides
the release of collateral upon the Company's achievement of certain financial
ratios.
Initial borrowings under the domestic bank credit facility were used to
repay all borrowings under its $30 million revolving credit facility as well as
its bank term note. The $30 million credit facility was terminated at the
Company's direction, in connection with the refinancing. The weighted average
interest rate on borrowings outstanding under the $30 million credit facility
was 9.0% during fiscal 1996.
Other term notes payable include certain other promissory notes. These
notes bear interest at various rates, which ranged from 6.75% to 11.0% at March
31, 1997. The obligations mature at various intervals between 1998 and 2002.
28
<PAGE> 29
Mortgages payable, which bear interest from 7.5% to 9.5% and are due on
various dates between 1998 and 2010, are repayable in monthly installments and
are secured by the fixed assets of certain subsidiaries.
The Company's long-term debt matures as follows: $1,803 in 1998,
$21,362 in 1999, $3,237 in 2000, $248 in 2001, $238 in 2002 and $550 after 2002.
The Company also maintains available lines of credit from various
foreign banks approximating $3,775 at March 31, 1997, which are secured by the
assets of certain foreign subsidiaries. Short-term borrowings amounted to $249
and $40 at March 31, 1997 and 1996, respectively, under these lines of credit.
The interest rates on such borrowings at March 31, 1997 ranged from 5.75% to
11.0%.
Cash paid for interest totaled $2,135, $2,006 and $847 for fiscal years
1997, 1996 and 1995, respectively.
6. LEASES:
The Company leases certain office and warehouse space and equipment
under operating leases which expire at various dates through 2012. Future
minimum rental payments are as follows: $2,011 in 1998, $1,476 in 1999, $836 in
2000, $622 in 2001, $311 in 2002 and $1,280 after 2002 with a cumulative total
of $6,536.
In addition, the Company rents other property on a month-to-month
basis. Total rental expense was $2,408, $2,177 and $1,990 for fiscal 1997, 1996
and 1995, respectively.
7. INCOME TAXES:
Components of income (loss) from continuing operations before income
taxes and extraordinary charge follow:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
United States $4,075 $(6,558) $1,693
Foreign 3,899 2,095 4,259
----- ------ -----
$7,974 $(4,463) $5,952
===== ====== =====
</TABLE>
Components of the provision (benefit) for income taxes by jurisdiction
follow:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current -- Federal $ 978 $(1,200) $ 436
-- State and local 296 146 136
-- Foreign 1,867 863 1,807
------- ------- ------
3,141 (191) 2,379
------- ------- ------
Deferred -- Federal (114) (533) 209
-- State and local 197 (460) 7
-- Foreign (57) 128 66
------- ------- ------
26 (865) 282
------- ------- ------
$ 3,167 $(1,056) $2,661
======= ======= ======
</TABLE>
29
<PAGE> 30
Differences between the statutory United States federal income tax rate
(34%) and the effective income tax rate are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Federal income tax provision (benefit)
at statutory rate $ 2,711 $(1,517) $2,024
State income taxes, net 393 (164) 95
Reduction of valuation reserves (83) -- --
Foreign tax rate differential 432 282 424
Meals and entertainment 80 78 102
Other (366) 265 16
------- ------- ------
Effective income tax $ 3,167 $(1,056) $2,661
======= ======= ======
</TABLE>
Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities were comprised of the following at March 31, 1997 and
1996:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
DEFERRED TAX ASSETS
Bad debts $ 553 $ 336
Other reserves 594 432
Uniform cost capitalization 141 141
Accrued expenses 1,678 905
Pension and other benefit reserves 262 242
Federal tax carryforward and other tax credit
and carryforwards 809 1,195
State net operating loss carryforwards 230 629
Other 115 91
------- -------
4,382 3,971
Valuation reserve (28) (111)
------- -------
Total deferred tax assets 4,354 3,860
DEFERRED TAX LIABILITIES
Fixed assets (1,874) (1,351)
Other (62) (21)
------- -------
Total deferred tax liabilities (1,936) (1,372)
------- -------
Total net deferred taxes $ 2,418 $ 2,488
======= =======
</TABLE>
The valuation reserve has been established for foreign tax credit
carryforwards because management believes that it is more likely than not that
such benefits will not be realized.
No provision for United States income tax on approximately $7,673 of
undistributed earnings of foreign subsidiaries at March 31, 1997, has been made,
because the earnings are indefinitely reinvested in the subsidiaries.
Determination of the amount of the unrecognized deferred tax liability for
temporary differences related to investments in foreign subsidiaries is not
practicable.
At March 31, 1997, the Company had state net operating loss
carryforwards of approximately $4,357 and federal credit carryforwards of $809.
The federal credit carryforwards of $708 represent non-expiring alternative
minimum credit carryforwards. The remaining federal credit carryforwards and the
state carryforwards expire in various future periods. There can be no assurance
that tax carryforwards will be utilized.
30
<PAGE> 31
Cash paid for income taxes totaled $1,852, $1,776 and $4,276 for fiscal
1997, 1996 and 1995, respectively.
8. EMPLOYEE BENEFIT PLANS:
The Company maintains the Corrpro Companies, Inc. Profit Sharing Plan
and Trust for all eligible employees in the United States under Section 401(k)
of the Internal Revenue Code. The Company may, at its discretion, make
contributions to the plan. During fiscal 1997, 1996 and 1995, the Company
matched 20% of the first 3% of employees' contributions. The matching
contributions totaled $83, $81 and $72 in fiscal 1997, 1996 and 1995,
respectively. Effective April 1, 1997, the Company match was increased to 50% of
the first 4% of employees' contributions.
One of the Company's foreign subsidiaries has a contributory defined
benefit pension plan for certain salaried employees. The Company funds the plan
in accordance with recommendations from independent actuaries. Pension benefits
generally depend on length of service and job grade.
Pension expense for fiscal years 1997, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Service cost $ 235 $ 210 $ 177
Interest cost 182 150 140
Actual return on plan assets (141) (133) (73)
Net amortization and deferrals (33) (6) (53)
----- ----- -----
Net periodic pension cost $ 243 $ 221 $ 191
===== ===== =====
</TABLE>
The funded status of the plan at March 31, 1997 and 1996 is summarized
as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Accumulated benefit obligation $(1,899) $(1,512)
Effect of increase in compensation levels (403) (321)
------- -------
Projected benefit obligation (2,302) (1,833)
Plan assets at fair value 2,130 1,760
------- -------
Funded status (172) (73)
Unrecognized gain (52) (81)
------- -------
Accrued pension liability $ (224) $ (154)
======= =======
</TABLE>
Significant actuarial assumptions include both a discount rate and
expected long-term return on plan assets of 8.5% and 9.0% in fiscal 1997 and
1996, respectively, and an assumed rate of increase in compensation levels of
6.5% in 1997 and 7.0% in 1996.
The Company has entered into an employment agreement with one of its
executives which provides, among other things, that such employee shall be
eligible at 63 1/2 to receive retirement income, with a lifetime survivor
benefit, in an amount equal to 50% of base salary. The Company is providing for
this deferred compensation benefit over the term of the agreement.
9. SHAREHOLDERS' EQUITY:
In May 1994, the Company received net proceeds of $28,114 from a
secondary offering of 1,845 Common Shares. The proceeds were used to repay
indebtedness incurred to finance certain acquisitions.
31
<PAGE> 32
In connection with the acquisition of the Commonwealth Seager Group in
April 1993, the Company issued to the sellers preferred stock of a subsidiary
that could be exchanged for a maximum of 680 Common Shares of the Company. At
March 31, 1996, all preferred shares had been exchanged for Common Shares.
In November 1996, the Board of Directors authorized a program to
repurchase up to 600 shares of the Company's outstanding common shares. During
fiscal 1997, the Company repurchased approximately 87 shares at a total cost of
$767 under this program.
10. STOCK PLANS:
The Company has options outstanding under two stock option plans: the
1994 Corrpro Stock Option Plan (the 1994 Plan) and the 1994 Corrpro Outside
Directors' Stock Option Plan (the Directors Plan). In addition, prior to its
initial public offering in September 1993, the Company issued stock options
under various arrangements.
The 1994 Plan provides for the granting of options to certain key
employees and consultants at terms not to exceed 10 years. The Directors Plan
provides for the granting of options to those directors who are not employees or
consultants of the Company.
Stock option activity for the Company during fiscal 1997, 1996 and 1995
was as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES 1997 1996 1995
- ---------------- ---- ---- ----
<S> <C> <C> <C>
Options outstanding, beginning of year 619 681 523
Granted 163 274 194
Exercised (126) (89) (30)
Expired or canceled (11) (247) (6)
---- ---- ----
Outstanding, end of year 645 619 681
--- --- ---
Exercisable, end of year 393 411 446
Available for grant, end of year 88 168 96
Price range of options:
Granted $8.11 to $5.98 to $14.64 to
$11.21 $8.59 $21.13
Exercised $2.33 to $2.33 $2.33
$6.88
Outstanding, end of year $2.33 to $2.33 to $2.33 to
$21.66 $21.66 $21.66
</TABLE>
The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation", and will continue to account for
stock-based compensation using APB No. 25 "Accounting for Stock Issued to
Employees." Had the Company determined compensation cost based on the fair value
at the grant date for its stock options under SFAS No. 123, the Company's income
(loss) from continuing operations and income (loss) from continuing operations
per share would have been reduced to the pro forma amounts indicated below:
32
<PAGE> 33
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Income (loss) from continuing operations:
As reported $4,807 $(3,407)
Pro forma 4,467 (3,622)
Income (loss) from continuing operations per share:
As reported $ 0.71 $ (0.55)
Pro forma 0.66 (0.58)
</TABLE>
The pro forma effects on net income (loss) for 1997 and 1996 are not
representative of the pro forma effects on net income (loss) in future years as
the compensation cost for each year's grant is recognized over its vesting
period and compensation costs for options granted prior to April 1, 1995 is not
considered.
11. BUSINESS SEGMENTS:
The Company operates in a single industry segment domestically and
through subsidiaries headquartered in Canada, United Kingdom, Saudi Arabia and
Singapore, with various other locations in Europe, the Middle East and Asia.
Inventory transfers between geographic locations are recorded at cost plus a
mark-up; intercompany revenues and profits are eliminated. Assets of geographic
areas are identified with the operations of each area. Assets used for general
corporate purposes are not considered significant and have therefore been
reflected in the United States segment information.
The Company's operations by geographic area are presented below:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net continuing operations revenues, including intercompany:
United States $ 75,133 $ 72,698 $ 67,686
Canada 18,315 17,981 19,153
United Kingdom and Europe 25,237 19,376 11,408
Middle East and Asia 31,065 24,236 26,108
Intercompany (10,146) (6,518) (5,840)
--------- --------- ---------
$ 139,604 $ 127,773 $ 118,515
========= ========= =========
Income (loss) from continuing operations before taxes:
United States $ 6,797 $ (4,312) $ 3,008
Canada 2,126 1,810 2,728
United Kingdom and Europe 1,502 (78) 209
Middle East and Asia 727 54 895
Adjustments/eliminations (1,482) -- --
--------- --------- ---------
Operating income (loss) 9,670 (2,526) 6,840
Interest expense (1,696) (1,937) (888)
--------- --------- ---------
$ 7,974 $ (4,463) $ 5,952
========= ========= =========
Identifiable assets:
United States $ 57,463 $ 59,505 $ 53,964
Canada 17,473 17,726 27,591
United Kingdom and Europe 14,756 19,650 20,487
Middle East and Asia 17,226 10,172 7,898
Adjustments/eliminations -- 345 (1,182)
--------- --------- ---------
$ 106,918 $ 107,398 $ 108,758
========= ========= =========
</TABLE>
33
<PAGE> 34
12. LEGAL MATTERS:
On October 17, 1996, the Company reached an agreement in principle to
settle the securities class action and shareholder derivative lawsuits which
were filed after the release of the Company's fiscal 1995 earnings. The total of
the settlement is $6.1 million. The Company has agreed to pay $1.1 million in
cash, to issue a promissory note in the amount of $0.5 million and to pay an
additional $1.4 million in cash or equity securities valued at the time of
distribution. The Company's D&O carrier has agreed to pay the balance of the
settlement amount. During the quarter ended September 30, 1996, the Company
recorded an unusual charge totaling $2.4 million relating to the settlement.
Such amount represents the Company's share of the proposed settlement, net of
estimated litigation related legal fees to be reimbursed by the D&O carrier. On
April 22, 1997, the United States District Court (N.D. Ohio) granted final
approval to the stipulation of settlement in the securities class action and
shareholder derivative action lawsuits. No class member objected to or opted out
of the settlement. In addition, the Company is cooperating in a related
investigation being conducted by the Securities and Exchange Commission. In the
opinion of management, the ultimate resolution of this matter will not
materially affect future operations, the financial position or cash flows of the
Company.
The Company is subject to other legal proceedings and claims which
arise in the ordinary course of business. In the opinion of management, the
amount of ultimate liability, if any, with respect to any such matters will not
materially affect future operations, the financial position or cash flows of the
Company.
34
<PAGE> 35
SUPPLEMENTAL FINANCIAL INFORMATION
Quarterly Results of Operations (unaudited):
The following is a summary of the unaudited quarterly results of operations for
the fiscal years ended March 31, 1997 and 1996.
<TABLE>
<CAPTION>
Three Months Ended 06/30/96 09/30/96 12/31/96 03/31/97 Total
- ------------------------------------------------------------------------------------------------------------------------------
(In Thousands, Except per Share Data)
<S> <C> <C> <C> <C> <C>
Revenues $ 33,978 $ 37,290 $ 36,511 $ 31,825 $ 139,604
Operating income 2,801 1,532 3,170 2,167 9,670
Income from continuing operations 1,448 628 1,666 1,065 4,807
Net income (loss) 1,220 483 1,480 (3,373) (190)
Earnings per share:
Income from continuing operations $ 0.21 $ 0.09 $ 0.25 $ 0.16 $ 0.71
Net income (loss) 0.18 0.07 0.22 (0.50) (0.03)
Weighted average number of shares 6,785 6,801 6,794 6,778 6,789
<CAPTION>
Three Months Ended 06/30/95 09/30/95 12/31/95 03/31/96 Total
- ------------------------------------------------------------------------------------------------------------------------------
(In Thousands, Except per Share Data)
<S> <C> <C> <C> <C> <C>
Revenues $ 28,208 $ 34,572 $ 34,152 $ 30,841 $ 127,773
Operating income (4,190) 916 2,267 (1,519) (2,526)
Income (loss) from continuing operations (3,079) 42 1,093 (1,463) (3,407)
Net income (loss) (3,146) (1,043) 715 (1,738) (5,212)
Earnings per share:
Income (loss) from continuing operations (0.52) 0.01 0.16 (0.22) (0.55)
Net income (loss) (0.53) (0.17) 0.11 (0.26) (0.84)
Weighted average number of shares 5,956 5,979 6,716 6,559 6,212
</TABLE>
35
<PAGE> 36
PART III
Part III, except for certain information relating to Executive Officers
included in Part I, Item 4A, is omitted inasmuch as the Company intends to file
with the Securities and Exchange Commission within 120 days of the close of its
fiscal year ended March 31, 1997 a definitive proxy statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) THE FOLLOWING CONSOLIDATED FINANCIAL STATEMENTS ARE INCLUDED IN
PART II, ITEM 8:
Reports of Independent Accountants
Consolidated Balance Sheets at March 31, 1997 and 1996
Consolidated Statements of Income for the years ended March 31,
1997, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the years
ended March 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the years ended March
31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
(a)(2) FINANCIAL STATEMENT SCHEDULES:
The financial statement schedules have been omitted as they are
not required or not applicable, or as the information is
furnished elsewhere in the consolidated financial statements or
the notes thereto.
(a) (3) INDEX TO EXHIBITS:
EXHIBIT
NO. EXHIBIT
--- -------
3.1 Amended and Restated Articles of Incorporation of the Company.(2)
3.2 Amended and Restated Code of Regulations of the Company.(3)
4.1 Specimen certificate for the Common Shares.(1)
4.2 Amended and Restated Purchase Agreement by and between MLBC, Inc.
and the Company.(4)
4.3 Credit Agreement dated as of March 29, 1996 by and among Corrpro
Companies, Inc., the Lenders Party Thereto and Bank One, Columbus,
NA. Other long term debt agreements of the Company are not filed
pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Company
will furnish copies of any such agreements to the Securities and
Exchange Commission upon its request.(9)
36
<PAGE> 37
10.1 Form of Indemnification Agreement for Officers and Directors of the
Company.(1)
10.2 Consulting Agreement dated May 3, 1993 by and between Commonwealth
Seager Holdings Ltd. and Corrtech Consulting Group.(1)
10.3 Employment Agreement dated June 11, 1993, and effective April 1,
1993 by and between the Company and Michael K. Baach.(1)
10.4 Employment Agreement dated June 11, 1993, and effective April 1,
1993 by and between the Company and George A. Gehring, Jr.(1)
10.5 Employment Agreement dated June 11, 1993, and effective April 1,
1993 by and between the Company and David H. Kroon.(1)
10.6 Employment Agreement dated July 23, 1996, and effective April 1,
1996 by and between the Company and Joseph W. Rog.(10)
10.7 Stock Option Agreement dated as of June 15, 1992 by and between the
Company and C. Richard Lynham, as amended.(1)
10.8 Stock Option Agreement dated as of November 15, 1992 by and between
the Company and C. Richard Lynham.(1)
10.9 Stock Option Agreement dated as of November 15, 1992 by and between
the Company and Michael K. Baach.(1)
10.10 Stock Option Agreement dated as of November 15, 1992 by and between
the Company and George A. Gehring, Jr.(1)
10.11 Stock Option Agreement dated as of November 15, 1992 by and between
the Company and David H. Kroon.(1)
10.12 Stock Option Agreement dated as of November 15, 1992 by and between
the Company and Joseph W. Rog.(1)
10.13 Company Incentive Option Plan as amended.(1)
10.14 1994 Corrpro Stock Option Plan.(1)
10.15 1994 Corrpro Outside Directors' Stock Option Plan.(1)
10.16 Employment Agreement effective January 15, 1994 by and between the
Company and Michael R. Tighe.(4)
10.17 Employment Agreement dated as of August 24, 1994 by and between the
Company and David M. Hickey.(8)
21.1 Subsidiaries of the Company.(9)
23.1 Consent of Experts - KPMG Peat Marwick LLP.
23.2 Consent of Experts - Price Waterhouse LLP.
37
<PAGE> 38
27.1 Financial Data Schedule.
99.1 Director and Officer Liability Insurance Policy.(7)
- ----------
(1) A copy of this exhibit filed as exhibit number of the Company's
Registration Statement on Form S-1 (Registration No. 33-64482) is
incorporated herein by reference.
(2) A copy of this exhibit filed as Exhibit 4.1 of the Company's
Registration Statement on Form S-8 (Registration No. 33-74814) is
incorporated herein by reference.
(3) A copy of this exhibit filed as Exhibit 4.2 of the Company's
Registration Statement on Form S-8 (Registration No. 33-74814) is
incorporated herein by reference.
(4) A copy of this exhibit filed as the same exhibit number of the
Company's Registration Statement on Form S-1 (Registration No.
33-76730) is incorporated herein by reference.
(5) A copy of this exhibit filed as the exhibit to the Company's report on
Form 8-K which report is dated August 24, 1994 is incorporated herein
by reference.
(6) A copy of this exhibit filed as the exhibit to the Company's report on
Form 8-K which report is dated October 30, 1994 is incorporated here by
reference.
(7) A copy of this exhibit filed as Exhibit 99.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-64482) is
incorporated herein by reference.
(8) A copy of this exhibit filed as the exhibit to the Company's report on
Form 10-K for the year ended March 31, 1995 is incorporated herein by
reference.
(9) A copy of this exhibit filed as the exhibit to the Company's report on
Form 10-K for the year ended March 31, 1996 is incorporated herein by
reference.
(10) A copy of this exhibit filed as the exhibit to the Company's Form 10-Q
for the quarterly period ended September 30, 1996 is incorporated
herein by reference.
- ----------
(b) REPORTS ON FORM 8-K:
There were no reports on Form 8-K filed during the three months
ended March 31, 1997.
(c) EXHIBITS
See "Index to Exhibits" at Item 14(a) above.
38
<PAGE> 39
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF 15(D) OF THE SECURITIES
AN EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CORRPRO COMPANIES, INC.
June 11, 1997 By /s/ Joseph W. Rog
Joseph W. Rog
Chairman of the Board of Directors,
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE 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.
June 11, 1997 /s/ Joseph W. Rog
Joseph W. Rog
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
June 11, 1997 /s/ Neal R. Restivo
Neal R. Restivo
Senior Vice President,
Chief Financial Officer, Secretary
and Treasurer
June 11, 1997 /s/ David H. Kroon
David H. Kroon, Director
June 11, 1997 /s/ Barry W. Schadeck
Barry W. Schadeck, Director
June 11, 1997 /s/ Robert E. Hodge
Robert E. Hodge, Director
June 11, 1997 /s/ C. Richard Lynham
C. Richard Lynham, Director
June 11, 1997 /s/ Warren F. Rogers
Warren F. Rogers, Director
June 11, 1997 /s/ Walter W. Williams
Walter W. Williams, Director
39
<PAGE> 1
[KPMG PEAT MARWICK LLP LETTERHEAD]
Exhibit 23.1
The Board of Directors
Corrpro Companies, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-74814) on Form S-8 and in the registration statement (No. 33-81035) on Form
S-3 of Corrpro Companies, Inc. of our report dated May 14, 1997, relating to
the consolidated balance sheet of Corrpro Companies, Inc. and subsidiaries as
of March 31, 1997, and the related consolidated statements of income,
shareholders' equity, and cash flows for the year then ended, which report
appears in the March 31, 1997, Annual Report on Form 10-K of Corrpro Companies,
Inc.
/s/ KPMG Peat Marwick LLP
Cleveland, Ohio
June 12, 1997
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference (i) in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-81035) and
(ii) in the Registration Statement on Form S-8 (No.33-74814) of Corrpro
Companies, Inc. of our report dated May 28, 1996 appearing on Page 18 of this
Form 10-K.
PRICE WATERHOUSE LLP
Cleveland, Ohio
June 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0000907072
<NAME> CORRPRO COMPANIES, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 3,233
<SECURITIES> 0
<RECEIVABLES> 34,357
<ALLOWANCES> 1,735
<INVENTORY> 18,031
<CURRENT-ASSETS> 71,787
<PP&E> 17,751
<DEPRECIATION> 7,231
<TOTAL-ASSETS> 106,918
<CURRENT-LIABILITIES> 25,428
<BONDS> 25,635
<COMMON> 2,238
0
0
<OTHER-SE> 52,438
<TOTAL-LIABILITY-AND-EQUITY> 106,918
<SALES> 139,604
<TOTAL-REVENUES> 139,604
<CGS> 97,813
<TOTAL-COSTS> 97,813
<OTHER-EXPENSES> 32,121
<LOSS-PROVISION> 498
<INTEREST-EXPENSE> 1,696
<INCOME-PRETAX> 7,974
<INCOME-TAX> 3,167
<INCOME-CONTINUING> 4,807
<DISCONTINUED> 4,997
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (190)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
