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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, 2000
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
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1090 ENTERPRISE DRIVE, MEDINA, OHIO 44256
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(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
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(TITLE OF CLASS) (TITLE OF CLASS)
NEW YORK STOCK EXCHANGE
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(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 Shares held by nonaffiliates of the
Registrant was approximately $23,717,870 at June 21, 2000. (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 21, 2000.)
7,687,213
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(Number of shares of common stock outstanding as of June 21, 2000.)
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,
2000, 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. As used in this report the terms "Corrpro" and
"Company" mean Corrpro Companies, Inc. and its subsidiaries unless the context
indicates otherwise.
PRODUCTS AND SERVICES
Corrpro provides corrosion control related services, systems, equipment
and materials to the infrastructure, environmental and energy markets. Our
products and services include (i) corrosion control engineering services,
systems and equipment ("corrosion control"), (ii) coatings services
("coatings"), (iii) non-destructive testing services ("NDT") and (iv) pipeline
integrity and risk assessment services ("pipeline integrity").
CORROSION CONTROL. Corrpro's specialty within corrosion control is cathodic
protection. We offer a comprehensive range of services in this area which
include the design, manufacture, installation, maintenance and monitoring of
cathodic protection systems. Cathodic protection is an electrochemical process
that prevents corrosion in new structures and stops the corrosion process in
existing structures. It can provide a cost-effective alternative to the
replacement of corroding structures. In order to understand how cathodic
protection works it is helpful to first understand the corrosion process. Steel,
the most common metal protected by cathodic protection, is produced from iron
ore. To produce steel, the iron ore is subjected to a refining process that adds
energy. Once the steel is put back into the environment, it begins to revert
back to its original state (i.e. iron ore) by releasing the added energy back
into the surrounding environment. This process of dispersing energy is called
corrosion. Cathodic protection electrodes, called anodes, are placed near and
connected to the structure to be protected (i.e. the cathode). Anodes are
typically made from cast iron, graphite, aluminum, zinc or magnesium. A cathodic
protection system works by passing an electrical current from the anode to the
cathode. This process maintains the energy level on the cathode thus stopping it
from corroding. Instead, the anode corrodes, sacrificing itself to maintain the
integrity of the structure. In order for the electrical current to pass from the
anode to the cathode they must both be in a common, moist environment.
Therefore, cathodic protection can only be used to protect structures that are
buried in soil, submerged in water or encased in concrete. 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. In addition to cathodic protection, our corrosion
control services include corrosion engineering, material selection, corrosion
monitoring (including remote monitoring) and advanced corrosion research and
testing. We acquired the remote monitoring technology in September 1999 and have
been working to refine this product line and get it into production. Remote
monitoring allows customers to reduce the cost of monitoring and maintaining
their cathodic protection systems. In order for cathodic protection to be
effective, the system must run continuously. To ensure this is happening, the
cathodic protection systems need to monitored on a regular basis. The most
obvious benefit of remote monitoring is eliminating the need to have personnel
travel to various sites in order to collect data from the cathodic protection
system. Equally significant, however, is the continuous flow or more frequent
updates of data that remote monitoring can provide. This allows problems to be
identified immediately rather than waiting for the on-site inspection interval.
We also sell a variety of materials and equipment including anodes, rectifiers
and corrosion monitoring probes. Corrosion control currently represents
approximately 88% of our revenues.
COATINGS. Corrpro offers a wide variety of coatings-related services designed to
provide our customers with longer coatings life, reduced corrosion, improved
aesthetics and lower life-cycle costs for their coated structures. Coatings
services include research, testing and evaluation of coatings. In addition, we
provide project management services for coatings maintenance programs including
condition surveys, failure analysis, selection of site surface preparation
methods and selection of coatings. We also provide specialized coatings
application services for structures with aggressive corrosion conditions such as
the inside and outside of storage tanks and pipelines. Coatings currently
represents approximately 5% of our revenues.
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PIPELINE INTEGRITY. Corrpro offers a comprehensive line of pipeline integrity
services including assessment, surveys, inspection, analysis, repairs and
ongoing maintenance. By offering a wide range of services, we are able to
provide pipeline owners with one-stop shopping for the preservation of their
pipeline systems. Pipeline integrity currently represents approximately 4% of
our revenues.
NDT. Non-destructive testing is a non-evasive inspection method used to test the
integrity of structures such as pressure vessels, pipelines and storage tanks.
We utilize a proprietary ultrasonic testing technology which we believe to be
more efficient and comprehensive than conventional NDT methods. NDT currently
represents approximately 3% of our revenues.
ACQUISITIONS AND DISPOSITIONS
We have broadened our business capabilities and expanded our geographic
presence through a series of acquisitions. Twelve strategic acquisitions were
made between fiscal 1987 and fiscal 1995. The following table details
acquisitions made subsequent to fiscal 1995.
YEAR
ACQUISITION ACQUIRED
Cathodic Protection Services Company FY 1998 National provider of
corrosion control services
and materials
Corrosion Interventions Ltd. FY 1999 Geographic expansion -
Eastern Canada
Corrpro Australia FY 1999 Geographic expansion -
Australia
Basco Group FY 1999 Corrosion services - U.K.
Consulex Corporation FY 1999 Product line expansion -
coatings
Bass-Trigon Software LLC FY 1999 Software supplier to
pipeline industry
D.C. Corrosion Corp. FY 1999 Corrosion services -
Western Canada
Westcor FY 1999 Corrosion services -
Australia
CSI Coatings Systems, Inc. FY 2000 Specialty coatings
application services
Acquisition of remote monitoring technology FY 2000 Production line expansion
- corrosion monitoring
Borza Inspections Ltd. FY 2000 NDT services - Western
Canada
Corrosion and Technical Services, WWL FY 2000 Geographic expansion -
Bahrain
In March 1997, Corrpro adopted a plan to divest its anode foundry
operation in Louisiana. This disposition was completed in March 1999. In
September 1999, Corrpro divested its remaining anode foundry operations in the
U.K. and Asia.
SEGMENTS
We operate through four geographic business segments: Domestic Core
Operations, Canadian Operations, Middle East Operations and Other Operations. In
fiscal 2000, as a result of the disposition of our foundry operations in the
U.K. and Asia, we reconfigured our operating segments. Prior period operating
segment information has been reconfigured to conform to the current
presentation. Our operating segments and a description of the products and
services they provide are described below:
DOMESTIC CORE OPERATIONS. Our Domestic Core Operations consist of our offices
in the United States which provide products and services including corrosion
control, coatings, pipeline integrity and NDT. This segment provides corrosion
control products and services to a wide-range of customers in a number of
industries including the following: energy, utilities, water and wastewater
treatment, chemical and petrochemical, pipelines, defense and municipalities. In
addition, this segment provides coatings services to customers in the
entertainment, aerospace, transportation, petrochemical and electric power
industries as well as NDT services to customers in the pharmaceutical, chemical
and energy industries. Revenues relating to this segment totaled $100.1 million
(or 59% of consolidated revenues), $108.1 million (or 63% of consolidated
revenues) and $85.8 million (or 58% of consolidated revenues) during fiscal
2000, 1999 and 1998, respectively. Approximately 71% of this segment's revenues
was attributable to service and 29% to product in fiscal 2000, 76% service and
24% product in fiscal 1999 and 70% service and 30% product in fiscal 1998.
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CANADIAN OPERATIONS. Our Canadian Operations provide corrosion control, pipeline
integrity and NDT product and services to customers who are primarily in oil and
gas industries. These customers include pipeline operators, petrochemical plants
and refineries. In addition, the Canadian Operations provide specialty coatings
application services through our CSI Coatings Services subsidiary that was
acquired in April 1999. The Canadian Operations also include a production
facility that assembles products such as anodes, rectifiers, coke breeze and
remote monitoring units. Revenues relating to this segment totaled $24.8 million
(or 15% of consolidated revenues), $16.0 million (or 9% of consolidated
revenues) and $19.9 million (or 14% of consolidated revenues) during fiscal
2000, 1999 and 1998, respectively. Approximately 70% of this segment's revenues
was attributable to service and 30% to product in fiscal 2000, 65% service and
35% product in fiscal 1999 and 65% service and 35% product in fiscal 1998.
MIDDLE EAST OPERATIONS. Our Middle East Operations provide corrosion control
products and services to customers in the petroleum and utility industries as
well as to governmental entities in connection with their infrastructure assets.
Over the past few years the largest component of the Middle East Operations'
revenues related to reinforced concrete structures. Revenues relating to this
segment totaled $16.9 million (or 10% of consolidated revenues), $11.5 million
(or 7% of consolidated revenues) and $11.7 million (or 8% of consolidated
revenues) during fiscal 2000, 1999 and 1998, respectively. Approximately 49% of
this segment's revenues was attributable to service and 51% to product in fiscal
2000, 64% service and 36% product in fiscal 1999 and 55% service and 45% product
in fiscal 1998.
OTHER OPERATIONS. Our Other Operations consist of all of our other businesses
including those in Europe, Australia and Asia as well as our corrosion
monitoring equipment business. In addition, Other Operations include a
production facility in the U.S. that assembles and distributes cathodic
protection products such as anodes primarily to our businesses in the U.S. Our
operations in Europe and Asia primarily provide corrosion control products and
services to customers in the marine, offshore and industrial markets. In
addition to corrosion control products and services, our operations in Australia
are also beginning to provide coatings, NDT and pipeline integrity services to
its customer base which include oil and gas, water treatment, mining and marine.
Our corrosion monitoring equipment business assembles and sells products
including probes, instruments and access fitting to customers in the oil and gas
and chemical industries. Revenues relating to this segment totaled $35.9 million
(or 21% of consolidated revenues), $35.7 million (or 21% of consolidated
revenues) and $29.2 million (or 20% of consolidated revenues) during fiscal
2000, 1999 and 1998, respectively. Approximately 34% of this segment's revenues
was attributable to service and 66% to product in fiscal 2000, 33% service and
67% product in fiscal 1999 and 25% service and 75% product in fiscal 1998.
SALES AND MARKETING
We market our products and services in the United States and Canada
primarily through our sales personnel. The technical nature of our products and
services requires a highly trained, professional sales force, and, as a result,
many of our sales personnel have engineering or technical expertise and
experience. Due to the problem solving experience of our engineering staff,
potential and existing customers regularly seek out advice from our technical
personnel which can result in business opportunities on an ongoing basis.
Our products and services in the Middle East, Asia, Australia, Europe
and South America are marketed by sales personnel as well as by independent,
locally based sales representatives. These independent sales representatives are
used to supplement the efforts of our direct sales force and to market our
products and services to other regions of the world. The independent sales
representatives earn commissions on sales that vary by product and service type.
Certain products, including rectifiers and corrosion monitoring equipment, are
marketed through networks of both domestic and international distributors.
During fiscal 2000, we initiated a number of actions designed to make
our sales and marketing efforts more efficient and effective. In addition, these
initiatives are intended to increase market awareness of Corrpro and the
products and services it provides. These initiatives included the addition of
four professional sales and
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marketing management personnel, the hiring of additional sales and marketing
staff, the realignment of the organization structure of the sales functions and
the modification of the sales compensation program. While we believe that these
initiatives will benefit us in the long-term, we have not yet realized any
significant benefit from the changes made to our sales and marketing functions.
SOURCES AND AVAILABILITY OF RAW MATERIALS
We assemble certain components of cathodic protection systems, which
include aluminum, zinc, magnesium and other metallic anodes. We do not believe
that Corrpro is dependent upon any single outside vendor as a source of supply
and believe that sufficient alternative sources of supply for the same, similar
or alternative products are available.
PATENTS AND LICENSES
We own patents, patent applications and licenses relating to certain of
our products and processes. While our rights under the patents and licenses are
of importance to individual components of our operations, our business as a
whole is not materially dependent on any one patent or license or on the patents
and licenses as a group.
SEASONAL TRENDS
Our business is somewhat seasonal as winter weather can adversely
impact its operations in the northern U.S., Canada and the United Kingdom.
Therefore, our revenues during the fourth quarter of our 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, 2000 no one customer accounted for more than 10% of our sales.
We do not believe that the loss of any one customer would have a materially
adverse effect on our business.
We sell products and services to the U.S. government and agencies and
municipalities thereof, including the U.S. Navy. Sales to these customers
accounted for approximately 3% of our net sales during fiscal 2000, 1999 and
1998. Our contracts with the U.S. government contain standard provisions
permitting the government to terminate such contracts without cause. In the
event of termination, we are 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. We have no knowledge of any pending or
threatened termination of any of our material government contracts or
subcontracts. In addition, government procurement programs are subject to budget
cutbacks and policy changes that could alter the demand for our products.
Accordingly, our future sales to the government are subject to these budgetary
and policy changes.
BACKLOG
The backlog of unshipped orders was approximately $54 million as of
March 31, 2000 and $63 million as of March 31, 1999 and 1998. Backlog is
generally represented by purchase orders that may be terminated under certain
conditions. However, the actual use of purchase orders by our customers as well
as timing of the issuance of such purchase orders can vary significantly.
Accordingly, we do not believe backlog is a good predictor of future revenue
trends, as based on our recent experience, there is not a direct correlation
between changes in backlog and changes in revenue. The backlog has decreased in
fiscal year 2000 and it remained flat between 1999 and 1998. We estimate that,
based on recent experience, approximately 70% of our backlog of orders at March
31, 2000 will be filled during the fiscal year ending March 31, 2001.
COMPETITIVE CONDITIONS
Within the corrosion control market, we face competition from a large
number of domestic and international companies, all of whom we believe are
considerably smaller than Corrpro. Only a few of these competitors offer a broad
range of corrosion control engineering services, systems and products and we do
not believe that any of our competitors offer the comprehensive range of
products and services that we provide. In
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the services area we compete principally on the basis of quality, technical
expertise and capabilities and customer service, although price is a
consideration particularly when we are providing construction and installation
services. In the product area, we typically compete on the basis of quality and
price.
RESEARCH AND DEVELOPMENT
Our 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 $1,169,000,
$563,000 and $694,000 during fiscal years 2000, 1999 and 1998, respectively.
GOVERNMENT REGULATIONS
We believe that our current operations and our current use of property,
plant and equipment conform in all material respects to applicable laws and
regulations. We have not experienced, nor do we anticipate, any material claim
or material capital expenditure in connection with environmental laws and other
regulations.
EMPLOYEES
As of March 31, 2000, we had 1,238 employees, 524 of whom were located
outside the United States.
FACTORS INFLUENCING FUTURE RESULTS AND ACCURACY OF FORWARD LOOKING INFORMATION
This document includes certain statements that may be deemed
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are based on management's expectations and beliefs
concerning future events and discuss, among other things, anticipated future
performance and revenues, expected growth and future business plans. The words
"expect," "believe," "anticipate," "continue," "intend," "may," "should,"
"project," "estimate," and similar expressions are intended to identify
forward-looking statements. We caution readers that such statements are not
guarantees of future performance or events and are subject to a number of
factors that may tend to influence the accuracy of the statements and the
assumptions upon which the statements are based, including but not limited to
those discussed below. In addition, any forward-looking statement speaks only as
of the date on which such statement is made and we do not undertake any
obligation to update any forward-looking statements, whether as a result of new
information, future events or otherwise.
All phases of our operations are subject to a number of uncertainties,
risks and other influences, many of which are beyond our control. Any one of
such influences, or a combination, could materially affect the accuracy of the
forward-looking statements and the assumptions on which the statements are
based. Some important factors that could cause actual results to differ
materially from the anticipated results or other expectations expressed in our
forward-looking statements include the following:
OUR PROFITABILITY CAN BE IMPACTED BY OUR MIX OF PRODUCTS AND SERVICES. Given
that our selling, general and administrative costs are largely fixed in terms of
dollars, our profitability is largely dependent upon the amount of gross profit
we are able to realize. We typically generate higher gross profit margins on
pure engineering service jobs than on those jobs that include a material or
installation component. In addition, our gross profit margins also can be
negatively impacted when we utilize subcontractors. Therefore, a shift in mix
from engineering services to more construction and installation type work or an
increase in the amount of subcontracting costs could have a negative impact on
our operating results. In addition, certain of the products that we sell have
gross profit margins that are considerably lower than our overall average gross
profit. A shift in mix which results in a greater percentage of revenues
relating to these lower margin products would also have a negative impact on our
operating results.
THE TIMING OF JOBS CAN IMPACT OUR PROFITABILITY. There are a number of factors,
some of which are beyond our control, that can cause projects to be delayed and
thus negatively impact our profitability for the related period. These include
the availability of labor, equipment or materials, customer scheduling issues,
delays in obtaining required permits and weather. In addition, when we are
working as a subcontractor on a project, our portion of the project can be
delayed as a result of factors relating to other contractors.
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THE AVAILABILITY AND VALUE OF LARGER JOBS CAN IMPACT OUR PROFITABILITY. While
the majority of our jobs are relatively small, we can have a number of
individual contracts ranging between $1 million and $3 million in progress at
any one time. These larger contracts generate more gross profit dollars than our
typical jobs. Therefore, the absence of larger jobs, which can happen as a
result of a number of factors including market conditions, can have a negative
impact on our operating results.
OUR OPERATIONS CAN BE IMPACTED BY INCLEMENT WEATHER. A large portion of our
service work is performed in the field. Therefore, excessive amounts of rain,
snow or cold, as well as other unusual weather conditions, including hurricanes
and typhoons, can result in work stoppages. Also, working under inclement
weather conditions can reduce our efficiencies which can have a negative impact
on our profitability.
OUR ABILITY TO SUCCESSFULLY INTEGRATE AND DEVELOP ACQUIRED BUSINESSES IN A
TIMELY MANNER CAN IMPACT OUR OPERATIONS. Acquisitions have been a key component
of our growth strategy and we have completed 12 transactions over the past three
fiscal years. Our future success depends, in part, on our ability to
successfully integrate and develop acquisitions in a timely manner. While
acquisitions remain a key component of our growth strategy moving forward, we
cannot provide assurances that we will be able to identify and acquire
acceptable acquisition candidates on terms favorable to us in the future. In
addition, we cannot provide assurances that we will have sufficient funds
available to finance future acquisitions. We may be required to incur
substantial indebtedness to finance future acquisitions and also may issue
equity securities in connection with such acquisitions. Such additional debt may
impose a significant burden on our results of operations and financial
condition. Also, the issuance of additional equity securities could result in
significant dilution to our shareholders. Acquisitions may not perform as
expected when the acquisitions are made and may be dilutive to our overall
operating results. In addition, our management team may not be able to
effectively manage our increased size or operate the newly acquired businesses.
OUR OPERATIONS WILL BE IMPACTED BY OUR ABILITY TO SUCCESSFULLY EXECUTE OUR SALES
AND MARKETING INITIATIVES. We have recently undertaken a number of initiatives
in our sales and marketing areas which are intended to make these functions more
efficient and effective. We cannot, however, provide any assurances that we will
be able to successfully implement these initiatives. Also, we cannot provide any
assurances that these initiatives will result in higher revenues or increased
awareness of Corrpro's products and services.
OUR BUSINESS IS IMPACTED BY CHANGES IN ENERGY PRICES. The products and services
we provide to our customers in the energy markets are, to some extent,
deferrable in the event that these customers reduce their capital and
discretionary maintenance expenditures. The level of spending on these types of
expenditures is influenced by oil and gas prices and industry perceptions of
future prices. Our experience indicates that our energy customers react to
declining oil and gas prices by reducing these capital and discretionary
maintenance expenditures. This has in the past, and may in the future, have a
negative impact on our business. We are unable to predict future oil and gas
prices, however, we believe that a prolonged period of low energy prices could
have a negative impact on our business. Typically there is a lag between the
time of the price declines and when we start to feel the impact on our results
of operations. Conversely, there is also a lag between the time energy prices
increase and when we start to feel the impact on our results of operations.
EXISTING, NEW OR CHANGED REGULATORY INITIATIVES CAN IMPACT OUR BUSINESS.
Corrpro and its customers are subject to federal, state and local
environmental and other laws and regulations affecting operations and imposing
standards for the protection of health, welfare, and the environment. Such laws
and regulations, and applicable interpretations thereof, could expose us to
liability for acts which are or were in compliance at the time such acts were
performed. We cannot predict whether future legislative or regulatory
developments might have an adverse effect on Corrpro.
FOREIGN OPERATIONS AND FOREIGN CURRENCY EXCHANGE RISK
Our foreign subsidiaries generally conduct business in local
currencies. We have not been significantly affected by foreign currency exchange
rate fluctuations or foreign exchange restrictions. Our foreign sales
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activities are, however, 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.
ITEM 2. PROPERTIES
As of March 31, 2000, we owned nine of our locations. Approximately
sixty-seven locations were leased from unrelated third parties. Certain property
locations may contain multiple operations, such as an office and warehouse
facility. The owned facilities and the leased facilities with greater than 5,000
square feet are listed below.
Location Description Owned/Leased
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Bakersfield, California Office and Warehouse Facility Owned
Belle Chase, Louisiana Office and Warehouse Facility Leased
Billings, Montana Office and Warehouse Facility Leased
Brampton, Ontario Office and Warehouse Facility Leased
Brisbane, Australia Office and Warehouse Facility Leased
Conyers, Georgia Office and Warehouse Facility Leased
Dammam, Saudi Arabia Production and Warehouse Facility Leased
Dorval, Quebec Office and Warehouse Facility Leased
Eastleigh, Hants, UK Office and Warehouse Facility Owned
Edmonton, Alberta Office, Production and Warehouse Facility Owned
Nisku, Alberta Office and Warehouse Facility Owned
Estevan, Saskatchewan Office and Warehouse Facility Owned
Glendale, Arizona Office and Warehouse Facility Leased
Houston, Texas Office and Warehouse Facility Leased
Jakarta, Indonesia Office and Warehouse Facility Leased
Liberal, Kansas Office and Warehouse Facility Leased
Medina, Ohio Corporate Headquarters Owned
Medina, Ohio Office and Warehouse Facility Owned
Melbourne, Australia Office and Warehouse Facility Leased
Midland, Texas Office and Warehouse Facility Leased
Ocean City, New Jersey Office Facility Leased
Perth, Australia Office and Warehouse Facility Leased
San Leandro, California Office and Warehouse Facility Leased
Sand Springs, Oklahoma Office, Production and Warehouse Facility Leased
Santa Fe Springs, California Office, Production and Warehouse Facility Leased
Schaumburg, Illinois Office and Warehouse Facility Owned
Sharjah, UAE Office and Production Facility Leased
Singapore Office Facility Leased
Stockton-on-Tees, UK Office, Production and Warehouse Facility Owned
Sydney, Australia Office and Warehouse Facility Leased
Union, New Jersey Office and Warehouse Facility Leased
West Chester, Pennsylvania Office and Warehouse Facility Leased
We consider the properties owned or leased by us to be generally
sufficient to meet our requirements for office, production and warehouse space.
We do not consider any one of our properties to be material, since we believe
that if it becomes necessary or desirable to relocate any of our office,
production and warehouse facilities, other suitable properties could be found.
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ITEM 3. LEGAL PROCEEDINGS
Although in the Company's opinion the following claim is without merit
and will have no material effect on the Company, disclosure is being made in
order to comply with applicable requirements of the Securities and Exchange
Commission. The Company is a defendant in a complaint filed on November 12,
1998, as subsequently amended, in United States District Court, Northern
District of Ohio, Eastern Division. The lawsuit arises out of adoption by the
Environmental Protection Agency ("EPA") of the American Society for Testing and
Materials ("ASTM") of standards permitting non-invasive methods for inspecting
and testing underground storage tanks. Prior to adoption of such standards,
underground storage tanks were inspected by visual manned inspections. After
convening a task force to study the issue, the EPA and ASTM recognized several
other methods of tank assessment, including statistical and analytical methods
used by the Company and other corrosion control service providers. The
plaintiffs in the lawsuit, Armor Shield, Inc. and Doublewall Retrofit Systems,
Inc., have claimed that the methods used by the Company are not as protective of
human health and the environment as internal manned tank inspection, that ASTM
procedures were manipulated and that EPA approval was obtained fraudulently. The
plaintiffs, which provide internal manned inspection and lining services and
equipment, have claimed violations of federal and state anti-trust laws,
unreasonable restraint of trade, false advertising and unfair competition, which
allegedly caused injury to their businesses and property in excess of $30
million. They are seeking damages and injunctive relief. The complaint also
names, among others, an executive officer of the Company and a director of the
Company.
The Company believes that the claims are without merit and has filed a
motion to dismiss the anti-trust claim for failure to state a claim and on the
basis that there has been no injury to competition. The Company denies any
allegations of wrongdoing and is vigorously defending the claims.
In January 2000, the Michigan Department of Environmental Quality
("MDEQ") issued an administrative decision which could have the effect of
modifying MDEQ's 1995 approval of certain assessment methodologies utilized by
the Company in determining whether certain underground storage tanks meet
Michigan's regulatory requirements for upgrade by means of cathodic protection.
These assessment methodologies have been and remain recognized by the United
States Environmental Protection Agency and the other states in which the Company
utilized such methodologies for virtually identical purposes. The Company
believes that MDEQ's decision is in error and on January 24, 2000 filed a
complaint and claim of appeal in the Circuit Court for the County of Ingham,
Michigan seeking declaratory relief and appealing the decision on several
grounds. In addition, MDEQ has agreed not to enforce the administrative decision
pending the outcome of the appeal.
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.
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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 2000.
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.
EXECUTIVE OFFICER AGE RECENT BUSINESS EXPERIENCE
----------------- --- --------------------------
Joseph W. Rog 60 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 45 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. 56 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 50 Executive Vice President since April 1993
and Senior Vice President since the
Company's formation in 1984.
Barry W. Schadeck 49 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 Seager
Group subsidiary.
Neal R. Restivo 40 Executive Vice President, Chief Financial
Officer, Secretary and Treasurer since March
1998. 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.
Michael R. Tighe 49 Executive Vice President International East
since July 1999. Senior Vice President
Eastern International Operations since
October 1998. Senior Vice President since
January 1994. Prior to that, Mr. Tighe was
President and General Manager of Elgard
Corporation, an anode manufacturer.
10
<PAGE> 11
Ted Bojanowski 43 Senior Vice President, Marketing and
Strategic Planning since December 1999.
Prior to that Mr. Bojanowski spent 18 years
with Coltec Industries in sales, marketing
and operational roles of increasing
responsibility. His most recent position was
Senior Vice President of Marketing and Sales
for Garlock Sealing Technologies, Inc.
Mozelle T. Jackson 33 Vice President and Corporate Controller
since July 1996. 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 42 General Counsel and Assistant Secretary
since December 1996 and Vice President since
October 1998. 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.
James W. DeLong 54 Vice President Human Resources since January
1999. From 1994 to 1999, Mr. DeLong was Vice
President, International Human Resources
with Rubbermaid Inc. and from 1972 to 1994,
Continental General Tire as Director,
Compensation and Benefits, and Director,
International Human Resources.
11
<PAGE> 12
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
PRICE RANGE OF COMMON SHARES
Our Common Shares are listed on the New York Stock Exchange ("NYSE")
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.
FISCAL 2000 FISCAL 1999
----------- -----------
HIGH LOW HIGH LOW
---- --- ---- ---
First Quarter $ 11.38 $ 8.63 $ 12.75 $ 11.25
Second Quarter 9.25 5.88 12.00 10.00
Third Quarter 8.25 5.25 13.00 9.25
Fourth Quarter 6.00 4.75 12.50 11.13
The above information reflects the five-for-four stock split that was effected
via a stock dividend payable June 19, 1998 to shareholders of record as of June
5, 1998.
HOLDERS OF RECORD
On June 21, 2000, there were 228 holders of record of our Common
Shares.
DIVIDENDS
In recent years, we have not paid any cash dividends on our Common
Shares. We currently anticipate that we will retain all future earnings for use
in our business and do not anticipate paying any cash dividends in the
foreseeable future. Provisions within our bank credit agreement and Senior Note
agreement limit the amount of cash dividends we can pay.
12
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA
The financial data presented below for each of the five years ended
March 31 should be read in conjunction with Management's Discussion and Analysis
of Financial Condition and Results of Operations and the Consolidated Financial
Statements and Notes to Consolidated Financial Statements included elsewhere in
this Form 10-K.
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues $ 168,442 $ 171,380 $ 146,581 $ 115,485 $ 104,856
Operating income (loss) (1) 8,587 17,166 11,117 7,222 (3,415)
Interest expense 5,339 3,777 2,334 1,595 1,841
--------- --------- --------- --------- ---------
Income (loss) before income taxes 3,248 13,389 8,783 5,627 (5,256)
Income tax provision (benefit) 1,299 5,356 3,613 2,453 (2,102)
--------- --------- --------- --------- ---------
Income (loss) from continuing operations $ 1,949 $ 8,033 $ 5,170 $ 3,174 $ (3,154)
========= ========= ========= ========= =========
EARNINGS PER SHARE FROM
CONTINUING OPERATIONS-
Basic $ 0.25 $ 1.02 $ 0.63 $ 0.38 $ (0.41)
Diluted 0.25 0.98 0.61 0.37 (0.41)
OTHER DATA:
EBITDA(2) $ 16,677 $ 21,522 $ 14,587 $ 11,940 $ 3,591
Working capital, excluding net assets
held for sale 49,483 57,708 49,584 32,962 29,188
Total assets 140,864 147,595 136,275 106,918 107,398
Long-term debt, net of current portion 61,070 60,864 47,695 25,635 26,616
Shareholders' equity 54,234 58,056 57,961 54,676 54,281
</TABLE>
(1) Includes unusual items totaling $2,000 in fiscal 2000, $1,700 in fiscal 1997
and $4,368 in fiscal 1996.
(2) For purposes of the above table, "EBITDA" means earnings from continuing
operations before interest, taxes, depreciation, amortization and unusual items
and should not be considered as an alternative to net income or any other
generally accepted accounting principle measure of performance or as an
indication of the Company's operating performance or as a measure of liquidity.
We believe EBITDA is a widely accepted financial indicator of a company's
ability to service debt.
13
<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The following discussion and analysis contains certain statements that
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. See "Business - Factors Influencing
Future Results and Accuracy of Forward Looking Information."
The primary factor driving our fiscal 2000 results was the impact of
the sharp drop off we experienced in the underground storage tank (UST) market.
During fiscal 1999 we benefited from the December 1998 regulatory deadline which
mandated that all UST's meeting certain specified criteria must have corrosion
protection systems in place by December 22, 1998 or else be replaced or closed.
In fiscal 1999 our revenues relating to the UST market totaled $27.2 million. As
a result of the passing of the December 1998 deadline, UST revenues dropped
significantly to $4.5 million in fiscal 2000. Therefore our challenge in fiscal
2000 was to overcome the impact of this significant loss of business.
During fiscal 2000, we undertook a number of initiatives designed to
address our revenue-related issues by strengthening our sales and marketing
functions. These initiatives included the hiring of professional sales and
marketing management, the hiring of additional sales and marketing staff, the
re-alignment of the sales organizational structure and the modification of the
sales compensation program. In addition, we are working to increase market
awareness of Corrpro and the products and services it provides. We believe these
initiatives will benefit us in the long-term. However, to date we have not yet
realized any significant benefits from these sales and marketing initiatives.
We have also been focusing on new and developing technology within our
industry and have been investing in areas such as remote monitoring,
non-destructive testing and corrosion monitoring where we see significant
opportunities. For example, in September 1999, we acquired the leading remote
monitoring electronics and software technology for corrosion-related
applications. This technology was acquired from a company that was experiencing
severe financial difficulties and, as a result, we have had to invest a
significant amount of time and resources into refining this product line and
putting it into production. These efforts are ongoing and we have not yet
realized any real financial benefit from the remote monitoring area.
We believe that the investments we are making in the sales and
marketing and technology areas will help to facilitate long-term, sustainable
growth. These investments have, however, increased our operating expense levels
which we believe, in the short-term, will continue to put pressure on our
results of operations.
In September 1999, we completed the sale of our foundry operations in
the U.K. and Asia. For financial reporting purposes, these foundry operations
are being reported as discontinued operations. The prior year results have been
reclassified to conform with the fiscal 2000 discontinued operations
presentation.
14
<PAGE> 15
OPERATING RESULTS OF THE COMPANY
YEAR ENDED MARCH 31, 2000 COMPARED TO YEAR ENDED MARCH 31, 1999
REVENUES
Revenues for fiscal 2000 totaled $168.4 million compared with $171.4
million for fiscal 1999, a decrease of 1.7%. The fiscal 2000 revenues include
full year results of Corrpro Australia, Basco, D.C. Corrosion and three smaller
acquisitions as well as the results of CSI and the three other fiscal 2000
acquisitions, all subsequent to their respective acquisition dates. The results
of these acquisitions, in total, are no longer separable as they have been
integrated into the Company's operations. UST revenues were $4.5 million in
fiscal 2000 compared to $27.2 million in fiscal 1999. Excluding the impact of
the UST market, revenues increased 13.7% in fiscal 2000.
Fiscal 2000 revenues relating to the Domestic Core Operations totaled
$100.1 million compared to $108.1 million in fiscal 1999, a decrease of 7.4%.
All of our UST revenues related to our Domestic Core Operations. Excluding the
impact of the UST market, the Domestic Core Operations grew approximately 17.5%
between years. This growth related to the general engineering business as well
as growth in target areas, such as above ground storage tanks, coatings and
electric power.
Revenues relating to the Canadian Operations totaled $24.8 million
compared to $16.0 million in fiscal 1999, an increase of or 54.7%. A large
portion of this increase relates to the acquisitions of D.C. Corrosion and CSI
Coating Systems. During fiscal 2000, the Canadian Operations continued to
experience some weakness in the energy segment of its business.
Fiscal 2000 revenues relating to the Middle East Operations totaled
$16.9 million compared to $11.5 million in fiscal 1999, an increase of 46.1%.
The Middle East has benefited from several capital projects including the
construction of a new airport in Dubai, UAE. This project was completed in
fiscal 2000. Another project that has been on going is the construction of a
large power plant in Saudi Arabia. This project will continue into fiscal 2001.
The Other Operations had total revenues in fiscal 2000 of $35.9 million
compared to $35.7 million in fiscal 1999, an increase of 0.6%. The Other
Operations include our operations in Europe, Asia and Australia as well as our
corrosion monitoring equipment business. Increases related to our operations in
Australia and Asia have been offset by a decline in the market for corrosion
monitoring equipment which has not yet benefited from the recent higher energy
prices and by a decline in revenues from our business in Europe.
GROSS PROFIT
On a consolidated basis, gross profit (defined as revenues less cost of
sales items) for fiscal 2000 totaled $51.5 million (30.6% of revenues) compared
to $57.1 million (33.3% of revenues) for fiscal 1999, a decrease in gross profit
dollars of 9.8%. Excluding the $1.5 million unusual item described below, gross
profit for fiscal 2000 totaled $53.5 million (31.8% of revenues), a decrease in
gross profit dollars of 6.3%. The decrease in gross profit dollars in fiscal
2000 is the result of lower revenues as discussed above and lower gross profit
margins. The fiscal 1999 margins benefited from the significant amount of high
margin UST work that was completed during the year. The lower margin percentages
in fiscal 2000 also relate to the Middle East Operations. The Middle East
performed work on several large projects in fiscal 2000 that contributed to
their 46.1% increase in revenues but resulted in lower gross profit margins.
These projects had a large construction component which typically results in
lower margins than pure engineering type work. Also impacting fiscal 2000 gross
margins was $0.6 million of unreimbursed cost overruns on two large jobs
completed during the fourth quarter.
15
<PAGE> 16
UNUSUAL ITEMS
During fiscal 2000 we recorded an unusual item of $2.0 million. This
unusual item is comprised of two items. The first was a $1.5 million charge
relating to the consolidation of our electronics product group. The electronics
product group includes items such as rectifiers, remote monitoring equipment,
two-way paging systems, smart test stations and data management software. This
consolidation included centralizing the production of the electronics products
at our existing production facility in Edmonton. As part of this consolidation
process, certain duplicate products were discontinued. The $1.5 million charge
represents the estimated loss to be incurred in connection with the disposal of
the discontinued products. The actual loss that we ultimately realize could
differ from this estimate. The remaining $0.5 million charge represents
estimated future legal costs to be incurred in connection with two ongoing
matters. See "Legal Proceedings" for a discussion of these two matters.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
Selling, general and administrative (S,G&A) expense for fiscal 2000
totaled $42.9 million (25.5% of revenues) compared with $39.9 million (23.3% of
revenues) for fiscal 1999, an increase of 7.5%. Almost the entire increase in
S,G&A expense occurred during the fourth quarter. During the fourth quarter we
incurred approximately $0.8 million of unusually high levels of certain expenses
including legal related costs, employee medical costs and relocation costs. In
addition, we have continued to invest in the sales and marketing and technology
areas of our business. These investments have also contributed to the higher
S,G&A levels.
OPERATING INCOME
Operating income for fiscal 2000 totaled $8.6 million compared with
$17.2 million during fiscal 1999, a decrease of 50.0%. The decrease in operating
income is attributable to lower revenues, lower gross profit margins and higher
operating expenses. The current year results also included the $2.0 million
unusual item discussed above. Excluding the unusual item, operating income
decreased approximately 38.3%.
INTEREST EXPENSE
Interest expense for fiscal 2000 totaled $5.3 million compared
to $3.8 million for fiscal 1999. The increase relates to increased weighted
average borrowings as well as higher interest rates in fiscal 2000. Weighted
average borrowings have increased primarily because we have used debt to finance
the eleven acquisitions we completed during fiscal years 1999 and 2000. In
addition, the weighted average interest rate on our variable rate debt has gone
up between years due to increases in the general interest rate environment.
Approximately 50% of our debt has a variable interest rate.
INCOME TAX PROVISION
We recorded a provision for income taxes of $1.3 million for fiscal
2000 compared to $5.4 million for fiscal 1999. The effective tax rate for both
fiscal 2000 and 1999 was 40.0%. See Note 6 to Notes to Consolidated Financial
Statements for reconciliation of our effective tax rates.
INCOME FROM CONTINUING OPERATIONS
Income from continuing operations before extraordinary charge for
fiscal 2000 totaled $1.9 million compared with $8.0 million in fiscal 1999, a
decrease of 75.7%. Diluted earnings per share decreased 74.5% to $0.25 in fiscal
2000 compared with $0.98 in fiscal 1999.
16
<PAGE> 17
YEAR ENDED MARCH 31, 1999 COMPARED TO YEAR ENDED MARCH 31, 1998
REVENUES
Revenues for fiscal 1999 totaled $171.4 million compared with $146.6
million for fiscal 1998, an increase of 16.9%. The fiscal 1999 revenues include
full year results of CPS, which was acquired effective July 1, 1997 as well as
the results of Corrpro Australia, Basco, D.C. Corrosion and four smaller
acquisitions subsequent to their respective acquisition dates. Excluding the
impact of these acquisitions, we estimate that revenues increased approximately
5%.
The Domestic Core Operations revenues increased 25.9% during fiscal
1999 to $108.1 million. A large portion of this segment's growth related to the
providing of corrosion protection systems to the underground storage tank (UST)
market. Growth was also achieved in the other components of the segment's
service business. The growth achieved by the Domestic Core Operations was
offset, in part, by the impact of low energy prices. In fiscal 1999, low energy
prices caused delays in capital projects to be put on hold as well as general
reductions in spending by some of our energy industry customers.
Revenues relating to the Canadian Operations were down 19.5% during
fiscal 1999 and totaled $16.0 million. The impact of D.C. Corrosion, which was
acquired effective February 1, 1999, on the segment's results was not
significant. The Canadian Operation's revenues were impacted by low energy
prices that caused certain capital projects to be put on hold. As a result, the
segment's business mix shifted from new capital projects to more
maintenance-type work that generates lower revenues but typically carries higher
margins.
Our Middle East Operations had revenues of $11.5 million in fiscal
1999. This was down 1.2% from fiscal 1998 revenues of $11.7 million. The Middle
East Operations were impacted by low energy prices that caused certain capital
projects to be put on hold as well as general reductions in spending by some of
our energy industry customers. This limited our opportunity for revenue growth
in the Middle East in fiscal 1999. However, there were several large projects
already in progress that allowed us to maintain our revenue levels with fiscal
1998.
Revenues relating to Other Operations, which includes our operations in
Europe, Asia and Australia as well as our corrosion monitoring equipment
business, increased 22.4% in fiscal 1999 to $35.7 million. Fiscal 1999 results
include Corrpro Australia subsequent to the July 1, 1998 effective date of the
acquisition. Excluding the impact of this acquisition, the segment's revenues
increased 1.8%.
GROSS PROFIT
On a consolidated basis, our gross profit for fiscal 1999 totaled $57.1
million (33.3% of revenues) compared to $46.3 million (31.6% of revenues) for
fiscal 1998, an increase in gross profit dollars of 23.3%. The improvement in
gross margins relates to a higher percentage of service revenues in fiscal 1999
as well as a more profitable mix of service revenues.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
S,G&A expense for fiscal 1999 totaled $39.9 million (23.3% of revenues)
compared with $35.2 million (24.0% of revenues) for fiscal 1998, an increase of
13.5%. Excluding the impact of acquisitions, we estimate that operating expenses
increased approximately 1% between years.
OPERATING INCOME
Operating income for fiscal 1999 totaled $17.2 million compared with
$11.1 million during fiscal 1998, an increase of 54.4%.
17
<PAGE> 18
INTEREST EXPENSE
Interest expense for fiscal 1999 totaled $3.8 million compared to $2.3
million for fiscal 1998. The increase relates primarily to increased borrowings
in connection with the seven acquisitions completed during fiscal 1999.
INCOME TAX PROVISION
We recorded a provision for income taxes of $5.4 million for fiscal
1999 compared to $3.6 million for fiscal 1998. The effective tax rate for both
fiscal 1999 and 1998 was 40.0%. See Note 5 to Notes to Consolidated Financial
Statements for reconciliation of our effective tax rates.
INCOME FROM CONTINUING OPERATIONS
Income from continuing operations for fiscal 1999 totaled $8.0 million
compared with $5.2 million in fiscal 1998, an increase of 55.4%. Diluted
earnings per share increased 60.7% to $0.98 in fiscal 1999 compared with $0.61
in fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, we had working capital of $49.5 million compared to
$57.7 million at March 31, 1999, a decrease of $8.2 million or 14.3%. The
primary reason for the decrease in working capital in fiscal 2000 is a reduction
in accounts receivable. Accounts receivable decreased $10.9 million primarily
due to our increased focus on cash collections.
During fiscal 2000, cash provided by operating activities totaled $13.7
million. This resulted from a combination of the positive cash flow generated by
our operations along with the decrease in working capital discussed above. Cash
used for investing activities totaled $12.0 million during fiscal 2000 which
included $8.5 million related to acquisitions and $3.5 million for capital
expenditures. Cash used for financing activities totaled $3.4 million during
fiscal 2000 which included repayment of debt of $2.4 million as well as $1.4
million of cash used to repurchase common shares.
In March 1999 we entered into an $80 million revolving credit facility
that expires on April 30, 2002. At March 31, 2000 we did not meet the leverage
ratio contained in the revolving credit facility agreement. The leverage ratio
is defined as the ratio of debt to earnings before interest, taxes, depreciation
and amortization ("EBITDA"). We also did not meet the similar financial covenant
contained in our Senior Note agreement. Effective June 9, 2000, we amended both
our revolving credit facility agreement and our Senior Note agreement to, among
other things, eliminate the financial covenant violation. In connection with the
amendment of the revolving credit facility, we reduced the size of the facility
from $80 million to $50 million. This amendment also put in place a borrowing
base formula which limits the amount we can borrow under the revolving credit
facility. As a result of the amendments, we estimate that the interest rates on
our revolving credit facility borrowings and Senior Notes will increase between
75 and 100 basis points depending upon our leverage ratio.
In addition to the domestic bank credit facility, we have various
smaller lines of credit with foreign banks which totaled approximately $5.4
million. Total availability under the domestic and foreign credit facilities at
March 31, 2000 was approximately $14.5 million after giving consideration to the
borrowing base limitations contained in the June 9, 2000 amendment to our
revolving credit facility. We used proceeds from our domestic and foreign credit
facilities along with cash on hand to fund the fiscal 2000 and fiscal 1999
acquisitions. We were in compliance with all debt covenants at March 31, 2000
after giving effect to the June 9, 2000 amendments.
18
<PAGE> 19
During fiscal 2000, the Company incurred significant legal fees in
connection with several matters including the two matters discussed in "Legal
Proceedings." At March 31, 2000, we established a $0.5 million reserve for
expected future legal costs associated with the two matters. We expect to pay
this amount during fiscal 2001. However, the actual amounts of legal fees to be
paid relating to these and other matters may exceed our estimate.
We believe that cash generated by operations and amounts available
under our domestic bank credit facility and foreign lines of credit will be
sufficient to satisfy our liquidity requirements through at least fiscal 2001.
CHANGES IN ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 130, "Reporting on Comprehensive
Income." We were required to adopt SFAS 130 for the quarter ending June 30,
1998. Comprehensive income includes net income and other revenues, expenses,
gains, and losses that are excluded from net income but included as a component
of total shareholders' equity. Comprehensive income amounts for the Company are
comprised of the effect of foreign currency translation adjustments in
accordance with SFAS No. 52, "Foreign Currency Translation". The accumulated
balance of foreign currency translation adjustments, excluded from net income,
is presented in the Consolidated Balance Sheet and Statement of Shareholders'
Equity as "Accumulated other comprehensive income". As required, we adopted SFAS
130 for the quarter ending June 30, 1999 and all prior periods have been
restated to conform with SFAS 130.
In fiscal 1999, we adopted SFAS 131, "Disclosures About Segments of an
Enterprise and Related Information," which changes the way we report information
about our operating segments. The information for all prior periods has been
restated to conform with SFAS 131. Implementation of this disclosure standard
has not affected our financial position or results of operations.
In February 1998, the Financial Accounting Standards Board issued SFAS
132, "Employers' Disclosures About Pensions and Other Postretirement Benefits".
SFAS 132 revises disclosures about pension and other postretirement benefit
plans. It does not change the measurement or recognition of those plans. SFAS
132 was effective for years beginning after December 15, 1997. As required, we
adopted SFAS 132 for the year ending March 31, 1999.
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. This Statement is effective for all quarters of fiscal
years beginning after June 15, 2000. Implementation of SFAS 133 is not expected
to affect our financial position or results of operations.
EFFECT OF INFLATION AND FOREIGN CURRENCY TRANSLATION
We do not believe that inflation has had a significant effect on our
results of operations for the periods presented. In addition, we were not
significantly affected by currency fluctuations or foreign exchange restrictions
and we believe that risks resulting from our increased foreign sales are
manageable.
YEAR 2000
As of the date of this report, we have no knowledge of any material
issues relating to Year 2000 related malfunctions that could have a material
adverse effect on our financial condition or results of operations. We continue
to monitor the status of our business operations and information systems for
Year 2000 related issues.
19
<PAGE> 20
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.
20
<PAGE> 21
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of Corrpro Companies, Inc.
We have audited the accompanying consolidated balance sheets of Corrpro
Companies, Inc. and subsidiaries (the Company) as of March 31, 2000 and 1999,
and the related consolidated statements of income, shareholders' equity, and
cash flows for each of the years in the three-year period ended March 31, 2000.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Corrpro
Companies, Inc. and subsidiaries as of March 31, 2000 and 1999, and the results
of their operations and their cash flows for each of the years in the three-year
period ended March 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.
KPMG LLP
Cleveland, Ohio
May 9, 2000, except for paragraphs 2 and 4 of Note 3 as to which the date is
June 12, 2000
21
<PAGE> 22
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND 1999
(In Thousands)
ASSETS
2000 1999
---- ----
CURRENT ASSETS:
Cash and cash equivalents $ 1,965 $ 3,957
Accounts receivable, net 38,561 47,232
Inventories 24,118 26,182
Prepaid expenses and other 6,646 5,085
Deferred income taxes 2,557 2,185
Net assets held for sale -- 5,110
--------- ---------
Total current assets 73,847 89,751
--------- ---------
PROPERTY, PLANT AND EQUIPMENT:
Land 598 539
Buildings and improvements 7,523 5,792
Equipment, furniture and fixtures 20,234 17,373
--------- ---------
28,355 23,704
Less accumulated depreciation (12,202) (10,057)
--------- ---------
Property, plant and equipment, net 16,153 13,647
--------- ---------
OTHER ASSETS:
Goodwill, net 40,437 34,423
Deferred income taxes 4,755 3,857
Other assets 5,672 5,917
--------- ---------
Total other assets 50,864 44,197
--------- ---------
$ 140,864 $ 147,595
========= =========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
22
<PAGE> 23
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND 1999
(In Thousands, Except Per Share Data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
CURRENT LIABILITIES:
Short-term borrowings $ 795 $ 1,822
Current portion of long-term debt 521 413
Accounts payable 15,157 13,951
Accrued liabilities and other 7,891 10,747
--------- ---------
Total current liabilities 24,364 26,933
--------- ---------
LONG-TERM DEBT, NET OF CURRENT PORTION 61,070 60,864
DEFERRED INCOME TAXES 1,039 1,545
COMMITMENTS AND CONTINGENCIES -- --
MINORITY INTEREST 156 197
SHAREHOLDERS' EQUITY:
Serial Preferred Shares, voting, no par value;
1,000 shares authorized and unissued -- --
Common Shares, voting, no par value, stated value
$0.26 per share; 40,000 shares authorized; 8,536
and 8,453 shares issued in 2000 and 1999; 7,687 and
7,757 shares outstanding in 2000 and 1999 2,276 2,255
Additional paid-in capital 51,486 50,945
Accumulated earnings 10,247 12,915
--------- ---------
64,009 66,115
Accumulated other comprehensive income (loss) (1,699) (1,413)
Common Shares in treasury, at cost (8,075) (6,646)
--------- ---------
Total shareholders' equity 54,235 58,056
--------- ---------
$ 140,864 $ 147,595
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these balance sheets.
23
<PAGE> 24
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Revenues $ 168,442 $ 171,380 $ 146,581
Operating costs and expenses:
Cost of sales 114,954 114,314 100,300
Unusual items (includes $1,500 relating
to cost of sales) 2,000 -- --
Selling, general and administrative expenses 42,901 39,900 35,164
--------- --------- ---------
Operating income 8,587 17,166 11,117
Interest expense 5,339 3,777 2,334
--------- --------- ---------
Income from continuing operations before
income taxes and extraordinary charge 3,248 13,389 8,783
Provision for income taxes 1,299 5,356 3,613
--------- --------- ---------
Income from continuing operations before
extraordinary charge 1,949 8,033 5,170
Discontinued operations:
Income (loss) from operations, net of income taxes (353) 462 1,721
Loss on disposal, net of income taxes (4,264) (3,998) --
--------- --------- ---------
Income (loss) before extraordinary charge (2,668) 4,497 6,891
Extraordinary charge, net of income taxes -- (246) --
--------- --------- ---------
Net income (loss) $ (2,668) $ 4,251 $ 6,891
========= ========= =========
Earnings (loss) per share - Basic:
Income from continuing operations before
extraordinary charge $ 0.25 $ 1.02 $ 0.63
Discontinued operations:
Income (loss) from operations, net of income taxes (0.05) 0.06 0.22
Loss on disposal, net of income taxes (0.55) (0.51) --
Extraordinary charge, net of income taxes -- (0.03) --
--------- --------- ---------
Net income (loss) $ (0.35) $ 0.54 $ 0.85
========= ========= =========
Weighted average shares outstanding - Basic 7,663 7,851 8,155
========= ========= =========
Earnings (loss) per share - Diluted:
Income from continuing operations before
extraordinary charge $ 0.25 $ 0.98 $ 0.61
Discontinued operations:
Income (loss) from operations, net of income taxes (0.05) 0.06 0.20
Loss on disposal, net of income taxes (0.54) (0.49) --
Extraordinary charge, net of income taxes -- (0.03) --
--------- --------- ---------
Net income (loss) $ (0.34) $ 0.52 $ 0.81
========= ========= =========
Weighted average shares outstanding - Diluted 7,824 8,224 8,468
========= ========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
24
<PAGE> 25
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
(In Thousands, Except per Share Data)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON OTHER
SHARES COMPRE- COMMON
SERIAL ($0.26 ADDITIONAL HENSIVE SHARES
PREFERRED STATED PAID-IN ACCUMULATED INCOME IN
SHARES VALUE) CAPITAL EARNINGS (LOSS) TREASURY* TOTAL
------ ------ ------- -------- ------ --------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
March 31, 1997 $ -- $ 2,238 $50,590 $ 1,773 $ 894 $ (819) $54,676
Comprehensive Income:
Net income -- -- -- 6,891 -- -- 6,891
Cumulative translation adjustment -- -- -- -- (412) -- (412)
-------
Total Comprehensive Income -- -- -- -- -- -- 6,479
Exercise of 25 stock options -- 7 118 -- -- -- 125
Repurchase of 332 Common Shares -- -- -- -- -- (3,319) (3,319)
------------ ------- ------- ------- -------- -------- -------
March 31, 1998 -- 2,245 50,708 8,664 482 (4,138) 57,961
Comprehensive Income:
Net income -- -- -- 4,251 -- -- 4,251
Cumulative translation adjustment -- -- -- -- (1,895) -- (1,895)
-------
Total Comprehensive Income -- -- -- -- -- -- 2,356
Exercise of 39 stock options -- 10 237 -- -- -- 247
Repurchase of 249 Common Shares -- -- -- -- -- (2,833) (2,833)
Issuance of 26 shares -- -- -- -- -- 325 325
------------ ------- ------- ------- -------- -------- -------
March 31, 1999 -- 2,255 50,945 12,915 (1,413) (6,646) 58,056
Comprehensive Loss:
Net loss -- -- -- (2,668) -- -- (2,668)
Cumulative translation adjustment -- -- -- -- (286) -- (286)
-------
Total Comprehensive Loss -- -- -- -- -- -- (2,954)
Exercise of 82 stock options -- 21 541 -- -- -- 562
Repurchase of 153 Common Shares -- -- -- -- -- (1,429) (1,429)
------------ ------- ------- ------- -------- -------- -------
March 31, 2000 $ -- $ 2,276 $51,486 $10,247 $ (1,699) $ (8,075) $54,235
============ ======= ======= ======= ======== ======== =======
</TABLE>
*Shares held in treasury totaled 141 at March 31, 1997; 473 at March 31, 1998,
696 at March 31, 1999 and 849 at March 31, 2000.
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
25
<PAGE> 26
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
(In Thousands)
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (2,668) $ 4,251 $ 6,891
Adjustments to reconcile net income (loss)
to net cash provided by continuing operations:
Depreciation and amortization 6,090 4,356 3,470
Deferred income taxes (758) (776) 234
Loss on sale of assets (8) -- (173)
Loss from discontinued operations 353 (462) (1,721)
Loss on disposal of discontinued operations 4,264 3,998 --
Minority interest (39) (265) (4)
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable 10,948 (4,819) (640)
Inventories 2,840 (1,911) (3,958)
Prepaid expenses and other (1,771) 2,727 (1,357)
Other assets (2,459) (1,228) 788
Accounts payable and accrued expenses (3,259) (6,151) 609
-------- -------- --------
Total adjustments 16,201 (4,531) (2,752)
-------- -------- --------
Net cash provided by continuing operations 13,533 (280) 4,139
Net cash provided by discontinued operations 147 2,529 2,581
-------- -------- --------
Net cash provided by operations 13,680 2,249 6,720
-------- -------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (3,800) (3,742) (2,677)
Proceeds from disposal of property, plant and equipment 346 323 81
Acquisitions, net of cash acquired (8,542) (11,989) (15,023)
Other assets -- (3,998) (265)
-------- -------- --------
Net cash used by investing activities (11,996) (19,406) (17,884)
-------- -------- --------
Cash flows from financing activities:
Long-term debt, net (1,190) 14,391 (4,644)
Repayment of other debt (1,240) 1,359 (396)
Refinance of domestic credit facility -- (30,030) (26,619)
Initial borrowings under new domestic credit facility -- 29,000 42,350
Issuance of Senior Notes -- -- 30,000
Repayment of Term Loan -- -- (20,000)
Net proceeds from issuance of Common Shares 504 106 56
Repurchase of Common Shares, net (1,429) (2,508) (3,319)
-------- -------- --------
Net cash provided (used) by financing activities (3,355) 12,318 17,428
-------- -------- --------
Effect of changes in foreign currency exchange rates (321) 109 (810)
-------- -------- --------
Net increase (decrease) in cash (1,992) (4,730) 5,454
Cash and cash equivalents at beginning of period 3,957 8,687 3,233
-------- -------- --------
Cash and cash equivalents at end of period $ 1,965 $ 3,957 $ 8,687
======== ======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
26
<PAGE> 27
CORRPRO COMPANIES, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2000, 1999 AND 1998
(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 1999 and 1998 amounts have been reclassified to conform with the
fiscal 2000 presentation.
The Company's operations provide corrosion control engineering and
monitoring services, systems and equipment to the infrastructure, environmental
and energy markets throughout the world, including Asia, Australia, Europe, the
Middle East, North America and South America.
Cash and cash equivalents
Cash and cash equivalents consist of cash and highly liquid investments
with a maturity of three months or less.
Accounts receivable
Accounts receivable are presented net of allowances for doubtful
accounts of $1,963, $2,503 and $2,151 at March 31, 2000, 1999 and 1998,
respectively. Bad debt expense totaled $546, $529 and $460 in fiscal 2000, 1999
and 1998, respectively.
The Company performs ongoing credit evaluations of its customers'
financial condition. Corrosion control services and products are provided to a
large number of customers with no substantial concentration in a particular
industry or with an individual customer.
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, 2000 and 1999:
2000 1999
---- ----
Component parts and raw materials $ 9,825 $ 12,892
Work in process 2,609 2,891
Finished goods 14,316 11,498
-------- --------
26,750 27,281
Inventory reserve (2,632) (1,099)
-------- --------
$ 24,118 $ 26,182
======== ========
27
<PAGE> 28
Property, plant and equipment
Property, plant 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 $3,124, $2,317 and $1,912 in fiscal 2000,
1999 and 1998, respectively.
Goodwill, patents and other intangibles
Goodwill is being amortized on a straight-line basis over the expected
periods to be benefited. During fiscal 2000, the Company shortened its goodwill
amortization periods from periods up to 40 years to 20 years beginning April 1,
1999. It is the Company's policy to evaluate continually the period of
amortization and recoverability of goodwill based on an evaluation of certain
factors. Such factors include the occurrence of a significant adverse event or
change in the environment in which the business operates or if the expected
future net cash flows, undiscounted and without interest, would become less than
the carrying amount of the asset. An impairment loss would be recorded in the
period such determination is made based on the fair value of the related
businesses. Goodwill amortization totaled $1,587, $1,196 and $967 in fiscal
2000, 1999 and 1998, respectively. Accumulated amortization was $6,231 and
$4,644 at March 31, 2000 and 1999, 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 $3,170 and $3,468 at March 31, 2000 and 1999,
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 $244, $255 and $282 in fiscal 2000, 1999 and 1998, 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.
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 $1,133 and $1,128 at March 31, 2000 and 1999, respectively, of amounts
billed but not paid by customers under retainage provisions of contracts.
Prepaid expenses and other includes $4,357 and $2,202 at March 31, 2000 and
1999, respectively, of amounts related to costs and estimated
28
<PAGE> 29
earnings in excess of billings on uncompleted contracts. The Company recognizes
revenue from product sales upon transfer of ownership.
Product development expenses
Expenditures for product development totaled approximately $1,169, $563
and $694 in fiscal 2000, 1999 and 1998, respectively.
Income taxes
Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating loss
carry-forwards and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
Unusual items
During fiscal 2000, the Company recorded an unusual item of $2,000
which consisted of two items. The first item was a $1,500 charge relating to the
consolidation of the Company's electronics product group which included
centralizing the production of the electronics products into one of the
Company's existing facilities. As part of this consolidation process, certain
duplicate products were discontinued. The $1,500 charge represents the estimated
loss to be incurred in connection with the disposal of the discontinued
products. The actual loss that we ultimately realize could differ from this
estimate. The remaining $500 charge represents estimated future legal costs to
be incurred in connection with two ongoing matters. See Note 11, Legal Matters.
Extraordinary charge
During fiscal 1999, the Company recorded a $246 extraordinary charge,
net of tax benefit of $164, as a result of accelerated amortization of deferred
financing costs associated with a bank credit facility that was refinanced in
March 1999.
Earnings per share
Basic EPS is computed by dividing net income for the period by the
weighted average number of common shares outstanding for the period. Diluted EPS
is computed by dividing net income by the weighted average number of common
shares and potential shares outstanding for the period. Stock options are the
only potential common shares and are considered in the Company's diluted EPS
calculation. Potential common shares are computed using the treasury stock
method.
Comprehensive income
Comprehensive income includes net income and other revenues, expenses,
gains, and losses that are excluded from net income but included as a component
of total shareholders' equity. Other comprehensive loss was $286, $1,895 and
$412 for the years ended March 31, 2000, 1999 and 1998, respectively. These
amounts are comprised of the effect of foreign currency translation adjustments
in accordance with SFAS No. 52, "Foreign Currency Translation." The accumulated
balance of
29
<PAGE> 30
foreign currency translation adjustments, excluded from net income, is presented
in the Consolidated Balance Sheet and Statement of Shareholders' Equity as
"Accumulated other comprehensive income (loss)."
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. Moreover, income and expenses are translated at average exchange rates
prevailing during the year. 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. These assumptions 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 provisions of 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. ACQUISITIONS:
The results of the various acquisitions have been included in the
Company's results since the effective dates of the respective acquisitions. Pro
forma results have not been presented as the effect of the individual
acquisitions on the Company's financial statements were not material. The
following is a discussion of acquisition activity for each of the respective
years:
Fiscal 2000
Effective April 1, 1999, the Company acquired certain assets and
assumed certain liabilities of CSI Coatings Systems, Inc. ("CSI"). The purchase
price was $5,060 in cash plus the assumption of $893 of long-term debt. The
acquisition of CSI has been accounted for using the purchase method of
accounting. Accordingly, the purchase price has been allocated to the net assets
acquired based upon preliminary estimates of their fair market value at the date
of acquisition. The excess of the purchase price over the estimated fair value
of net assets acquired totaled $4,838 at March 31, 2000 and is being amortized
over 20 years on a straight-line basis. The allocation was based on preliminary
estimates and is subject to revision at a later date.
During fiscal 2000, the Company also completed three smaller
acquisitions. The total purchase price for all three of these acquisitions was
$3,800 in all cash transactions. The purchase agreements provide for
post-closing purchase price adjustments. These acquisitions have been accounted
for using the purchase method of accounting. Accordingly, the respective
purchase prices have been allocated to the related net assets acquired based
upon preliminary estimates of their fair market values at the dates of
acquisition. The excess of the purchase price over the estimated fair value of
net assets acquired totaled $1,726 at March 31, 2000 and is being amortized over
20 years on a straight-line basis. These allocations were based on preliminary
estimates and are subject to revision at a later date.
30
<PAGE> 31
Fiscal 1999
Effective July 1, 1998, the Company acquired certain assets and assumed
certain liabilities of the group of companies referred to as Wilson Walton
Australia (now Corrpro Australia). The purchase price was $4,166 in an all cash
transaction and included a post-closing purchase price adjustment of $317. The
acquisition of Corrpro Australia has been accounted for using the purchase
method of accounting. Accordingly, the purchase price has been allocated to the
net assets acquired based upon their fair market values at the date of
acquisition. The excess of the purchase price over the fair value of net assets
acquired totaled $4,480 and is being amortized over 40 years on a straight-line
basis.
Effective August 1, 1998, the Company acquired all the outstanding
shares of capital stock of the Basco group of companies ("Basco"). The purchase
price was $3,331 in an all cash transaction. The acquisition of Basco has been
accounted for using the purchase method of accounting. Accordingly, the purchase
price has been allocated to the net assets acquired based upon their fair market
values at the date of acquisition. The excess of the purchase price over the
fair value of net assets acquired totaled $1,855 and is being amortized over 40
years on a straight-line basis.
Effective March 1, 1999, the Company acquired certain assets and
assumed certain liabilities of D.C. Corrosion Corporation. The purchase price
was $2,356 in an all cash transaction. The acquisition of D.C. Corrosion has
been accounted for using the purchase method of accounting. Accordingly, the
purchase price has been allocated to the net assets acquired based upon their
fair market values at the date of acquisition. The excess of the purchase price
over the fair value of net assets acquired totaled $1,582 and is being amortized
over 40 years on a straight-line basis.
During fiscal 1999, the Company also completed four smaller
acquisitions. The total purchase price for all four of these acquisitions was
$3,056 which consisted of $2,856 of cash and $200 of Company stock. The purchase
agreements provide for post-closing purchase price adjustments. These
acquisitions have been accounted for using the purchase method of accounting.
Accordingly, the respective purchase prices have been allocated to the related
net assets acquired based on their fair market values at the dates of
acquisition. The excess of the purchase price over the fair value of net assets
acquired totaled $2,574 and is being amortized over 40 years on a straight-line
basis.
Fiscal 1998
Effective July 1, 1997, the Company acquired all the outstanding shares
of capital stock of Cathodic Protection Services Company ("CPS"). The purchase
price was $15,023 in cash which included the repayment in full of certain
indebtedness and management fees owed by CPS to its senior lenders and its
former stockholders as well as certain costs directly related to the
acquisition.
The acquisition of CPS has been accounted for using the purchase method
of accounting. Accordingly, the purchase price has been allocated to the net
assets acquired based upon their fair market values at the date of acquisition.
The excess of the purchase price over the fair value of net assets acquired
totaled $7,600 and is being amortized over 40 years on a straight-line basis.
31
<PAGE> 32
3. LONG-TERM DEBT:
Long-term debt at March 31, 2000 and 1999 consisted of the following:
2000 1999
---- ----
7.6% Senior notes, due 2008 $30,000 $30,000
Revolving credit facility 28,707 30,100
Other term notes payable 2,435 664
Mortgages payable 449 513
------- -------
61,591 61,277
Less: current portion 521 413
------- -------
$61,070 $60,864
======= =======
In March 1999, the Company entered into an $80 million revolving credit
facility that expires on April 30, 2002 (the "Existing Facility"). Initial
borrowings were used to repay existing domestic bank indebtedness. The revolving
credit facility was amended and restated effective June 9, 2000 at which time
the size of the facility was reduced from $80 million to $50 million (the
"Amended Facility"). Borrowings under the Amended Facility are limited to
borrowing base amounts as defined in the credit agreement. Interest on
borrowings under the Amended Facility is based, at the Company's option, on the
Eurocurrency Rate, as defined in the credit agreement, plus 1.075% to 2.375% or
prime rate plus 0% to 1.25%. The Company is required to pay a facility fee
ranging from 0.3% to 0.5% on the revolver commitment. The spread over the
Eurocurrency Rate or prime rate, as well as the facility fee, varies based on
the Company's ratio of debt to earnings before interest, taxes, depreciation and
amortization (EBITDA) as defined in the credit agreement (the "Leverage Ratio").
Borrowings under the Amended Facility are secured by the Company's domestic
accounts receivable, inventories, certain intangibles, machinery and equipment
and owned real estate as well as certain assets in Canada. The Company has also
pledged slightly less than two-thirds of the capital stock of two of its foreign
subsidiaries. The Amended Facility requires the Company to maintain certain
financial ratios and places certain limitations on the Company's ability to pay
cash dividends, incur additional indebtedness and to make investments including
acquisitions. The Amended Facility eliminated the Company's violation of the
Leverage Ratio at March 31, 2000 under the Existing Facility. As of March 31,
2000 the Company was in compliance with all covenants under the Amended
Facility.
The weighted average interest rate on borrowings outstanding under the
Existing Facility was 7.6% during fiscal 2000.
In January 1998, the Company issued, through private placement, $30
million of Senior Notes due 2008 (the "Notes"). The Notes have a fixed interest
rate of 7.6% per annum and require annual principal payments of $4.3 million
commencing in 2002. In addition, the Note purchase agreement provides that the
Notes will be secured equally and ratably with debt under the Amended Facility.
The Senior Notes require the Company to maintain certain financial ratios
including the ratio of debt to EBITDA, as defined in the Note purchase agreement
(the "Debt Coverage Ratio"). The Note purchase agreement was amended effective
June 9, 2000 to eliminate the Company's violation of the Debt Coverage Ratio at
March 31, 2000. In addition, the amendment provides for a leverage fee ranging
from 0.5% to 1.0% per annum on the outstanding principal amount of the Notes for
any quarter during which the Debt Coverage Ratio equals or exceeds 2.75 to 1.00.
Other term notes payable include certain other promissory notes. These
notes bear interest at various rates, which ranged from 7.02% to 11.5% at March
31, 2000 and 5.26% to 14.0% at March 31, 1999. The obligations mature at various
intervals between 2000 and 2003.
Mortgages payable, which bear interest from 8.75% to 9.5% and are due
on various dates between 2003 and 2010, are repayable in monthly installments
and are secured by the fixed assets of certain subsidiaries.
32
<PAGE> 33
The Company's long-term debt matures as follows: $521 in 2001, $4,802
in 2002, $33,428 in 2003, $4,651 in 2004, $4,651 in 2005 and $13,163 after 2005.
The Company also maintains available lines of credit from various
foreign banks approximating $5,390 at March 31, 2000, which are secured by the
assets of certain foreign subsidiaries. Short-term borrowings amounted to $795
and $1,822 at March 31, 2000 and 1999, respectively, under these lines of
credit. The interest rates on such borrowings at March 31, 2000 ranged from
7.02% to 11.5%.
Cash paid for interest totaled $4,786, $4,138 and $2,784 for fiscal
years 2000, 1999 and 1998, respectively.
4. 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 under long-term lease agreements are as follows: $2,914
in 2001, $2,274 in 2002, $1,514 in 2003, $1,014 in 2004, $569 in 2005 and $975
after 2005 with a cumulative total of $9,260. In addition, the Company rents
other property on a month-to-month basis.
Total rental expense was $3,600, $3,437 and $2,664 for fiscal 2000,
1999 and 1998, respectively.
5. INCOME TAXES:
Components of income from continuing operations before income taxes and
extraordinary charge follow:
2000 1999 1998
---- ---- ----
United States $ 473 $11,406 $ 6,596
Foreign 2,775 1,983 2,187
------- ------- -------
$ 3,248 $13,389 $ 8,783
======= ======= =======
Components of the provision for income taxes by jurisdiction follow:
Current -- Federal $(2,674) $ 2,018 $ 419
-- State and local (102) 179 425
-- Foreign 2,178 1,774 1,580
------- ------- -------
(598) 3,971 2,424
------- ------- -------
Deferred -- Federal 1,612 1,057 904
-- State and local 154 119 284
-- Foreign 131 209 1
------- ------- -------
1,897 1,385 1,189
------- ------- -------
$ 1,299 $ 5,356 $ 3,613
======= ======= =======
33
<PAGE> 34
Differences between the statutory United States federal income tax rate (34%)
and the effective income tax rate are as follows:
2000 1999 1998
---- ---- ----
Federal income tax provision
at statutory rate $ 1,104 $ 4,814 $ 3,905
State income taxes, net (113) 197 468
Reduction of valuation reserves -- -- --
Foreign tax rate differential 66 (11) 127
Meals and entertainment 219 134 95
Other 23 222 (982)
------- ------- -------
Effective income tax $ 1,299 $ 5,356 $ 3,613
======= ======= =======
Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities were comprised of the following at March 31, 2000 and
1999:
2000 1999
---- ----
DEFERRED TAX ASSETS
Bad debts $ 451 $ 649
Other reserves 1,233 282
Uniform cost capitalization 212 206
Accrued expenses 296 641
Pension and other benefit reserves 280 294
Minimum tax credit 557 557
Federal net operating loss carryforward 3,414 2,206
State net operating loss carryforwards 307 260
Other 590 975
------- -------
7,340 6,070
Valuation reserve (28) (28)
------- -------
Total deferred tax assets 7,312 6,042
DEFERRED TAX LIABILITIES
Fixed assets (935) (1,209)
Other (186) (539)
------- -------
Total deferred tax liabilities (1,121) (1,748)
------- -------
Total net deferred taxes $ 6,191 $ 4,294
======= =======
Accrued liabilities included $1,040 and $1,635 at March 31, 2000 and
1999, respectively, related to accrued income taxes.
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 $7,965 of
undistributed earnings of foreign subsidiaries at March 31, 2000, 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.
34
<PAGE> 35
The Company had state net operating loss carryforwards of approximately
$5,822 and $4,922 at March 31, 2000 and 1999. At March 31, 2000, the Company had
federal net operating loss carryforwards of $8,841 which expire through 2020.
The Company also has federal credit carryforwards of $557 at March 31, 2000 and
1999, relating to non-expiring alternative minimum tax credits. 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.
Cash paid for income taxes totaled $2,471, $3,044 and $2,637 for fiscal
2000, 1999 and 1998, respectively.
6. EMPLOYEE BENEFIT PLANS:
In February 1998, the Financial Accounting Standards Board issued SFAS
132, "Employers' Disclosures About Pensions and Other Postretirement Benefits."
SFAS 132 revises disclosures about pension and other postretirement benefit
plans. It does not change the measurement or recognition of those plans. SFAS
132 was effective for years beginning after December 15, 1997. As required, the
Company adopted SFAS 132 for the year ended March 31, 1999. Accordingly, all
historical disclosures have been restated to comply with the current year
presentation.
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.
The following table sets forth the change in benefit obligation, change
in plan assets, funded status, Consolidated Balance Sheets presentation, net
periodic pension benefit cost and the relevant assumptions for the Company's
defined benefit pension plan at March 31:
2000 1999
---- ----
Change in benefit obligation:
Benefit obligation at beginning of year $ 3,751 $ 3,034
Service cost 216 274
Interest cost 245 234
Assumption change 0 308
Plan participants contributions 53 48
Benefits paid (35) (45)
Exchange rate effect (54) (102)
------- -------
Benefit obligation at end of year $ 4,176 $ 3,751
Change in plan assets
Fair value of plan assets at beginning of year $ 3,087 $ 2,504
Employer contributions 263 168
Plan participants contributions 53 48
Benefits paid (35) (45)
Investment return 479 487
Exchange rate effect (341) (75)
------- -------
Fair value of plan assets at end of year $ 3,506 $ 3,087
Funded status
Funded status $ (670) $ (664)
Unrecognized prior service cost 248 193
------- -------
Accrued pension amount $ (422) $ (471)
Amounts recognized in Consolidated Balance Sheets
Accrued benefit liability $ (422) $ (471)
35
<PAGE> 36
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net periodic pension benefit cost
Service cost $ 216 $ 274 $ 269
Interest cost 245 234 220
Actual return on assets (485) (218) (176)
Net amortization and deferral 245 10 (16)
----- ----- -----
Net periodic pension cost $ 221 $ 300 $ 297
Weighted-average assumptions as of March 31
Discount rate 6.5% 6.5% 6.5%
Long-term rate of return on plan assets 8.5% 8.5% 8.5%
Rate of increase in compensation level 4.5% 4.5% 4.5%
</TABLE>
The Company also 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. In addition, the Company matches a portion of
employees' contributions. The matching contributions totaled $924, $401 and $327
in fiscal 2000, 1999 and 1998, respectively.
The Company has entered into an employment agreement with one of its
executives which provides, among other things, that such employee shall be
eligible 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.
7. SHAREHOLDERS' EQUITY:
Stock Repurchase Program
In November 1996, the Board of Directors authorized a program to
repurchase up to 750 shares of the Company's outstanding common shares. In April
1999, the Board of Directors authorized the repurchase of up to an additional
750 outstanding common shares. During fiscal 2000, 1999 and 1998, respectively,
the Company repurchased approximately 153, 249 and 332 shares, at a total cost
of $1,429, $2,833 and $3,319 under this program.
Shareholder Rights Plan
On July 23, 1997, the Company adopted a Shareholder Rights Plan and
declared a dividend of one Right on each outstanding share of the Company's
common stock. Each Right would entitle shareholders to buy, upon certain
triggering events, one one-hundredth of a newly created Series A Junior
Participating Preferred Share at an exercise price of $75 (subject to certain
adjustments). The record date for the distribution was August 7, 1997.
Subject to certain exceptions, Rights will become exercisable only
after a person or group acquires 20% or more of the Company's Common shares or
announces a tender offer for 20% or more of the Company's Common Shares. The
Company's Board of Directors can redeem the Rights at $0.01 per Right at any
time before a person acquires 20% or more of the Company's Common Shares. If a
person or group acquires 20% or more of the Company's Common Shares, each Right
will entitle holders, other than the acquiring party, to purchase Common Shares
of the Company having a market value of twice the exercise price of the Right.
If, after the Rights have become exercisable, the Company merges or otherwise
combines with another entity, each Right then outstanding will entitle its
holder to purchase a number of the acquiring party's common shares having a
market value of twice the exercise price of the Right. The Plan also contains
other customary provisions and is similar to plans adopted by many other
companies. The Rights will expire in July 2007.
36
<PAGE> 37
8. STOCK PLANS:
In June 1999, the Company adopted an Employee Stock Purchase Plan under
which employees have a systematic long-term investment opportunity to own
Company shares. Shareholder approval for such adoption was obtained on July 22,
1999. In total, 375 Corrpro common shares are available for purchase under the
plan.
The Company has options outstanding under various options plans
including the 1997 Long-Term Incentive Plan (the "1997 Option Plan") and the
1997 Non-Employee Directors' Stock Option Plan (the "1997 Directors Plan"). The
Company's 1994 Corrpro Stock Option Plan (the "1994 Plan") and the 1994 Corrpro
Outside Directors' Stock Option Plan (the "Directors Plan") were terminated upon
adoption of the 1997 Option Plan and the 1997 Directors Plan. In addition, prior
to its initial public offering in September 1993, the Company issued stock
options under various arrangements.
The 1997 Option Plan was adopted on April 28, 1997, subject to
shareholder approval, which was obtained on July 23, 1997. The 1997 Option Plan
provides for the granting of up to 469 non-qualified stock options, stock
appreciation rights, restricted stock awards or stock bonus awards to officers,
key employees and consultants of the Company. In addition, the 1997 Option Plan
provides that shares exercised, forfeited or otherwise terminated under
previously granted stock awards, other than awards under the 1994 Directors
Plan, will also be available for grant under the new plan. The option price per
share will generally be the fair market value of the Company's Common Shares on
the date of grant and the term of the options will not exceed 10 years. The 1997
Option Plan will terminate on April 28, 2007. On April 30, 1998, the Company
adopted, subject to shareholder approval, an amendment to the 1997 Option Plan
increasing the number of shares available for issuance by 300. Shareholder
approval for such amendment was obtained on July 22, 1998.
The 1997 Directors Plan was also adopted on April 28, 1997, subjected
to shareholder approval, which was obtained on July 23, 1997. The 1997 Directors
Plan provides for the granting of up to 63 non-qualified stock options to
current and future non-employee directors of the Company. Under this plan, each
non-employee director will annually be granted options to purchase 3 Common
Shares. The option price per share will be the fair market value of the
Company's Common Shares on the date of grant and the term of the options will be
10 years. The 1997 Directors Plan will terminate on April 28, 2007.
Stock option activity for the Company during fiscal 2000, 1999 and 1998
was as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES 2000 1999 1998
---------------- ---- ---- ----
<S> <C> <C> <C>
Options outstanding, beginning of year 1,229 1,165 806
Granted 45 116 401
Exercised (82) (39) (25)
Expired or canceled (85) (13) (17)
------ ------ ------
Outstanding, end of year 1,107 1,229 1,165
------ ------ ------
Exercisable, end of year 907 870 789
Available for grant, end of year 568 375 218
</TABLE>
37
<PAGE> 38
2000 1999 1998
---- ---- ----
Price range of options:
Granted $5.25 to $10.13 to $7.50 to
$9.94 $12.80 $12.00
Exercised $1.86 to $1.86 to $7.70 to
$7.75 $6.93 $11.30
Options outstanding, end of year $1.86 to $1.86 to $1.86 to
$17.33 $17.33 $17.33
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
from continuing operations and income from continuing operations per share would
have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Income from continuing operations:
As reported $1,949 $8,033 $5,170
Pro forma 1,506 7,573 4,828
Income from continuing operations per share - Basic:
As reported $ 0.25 $ 1.02 $ 0.63
Pro forma 0.20 0.96 0.59
Income from continuing operations per share - Diluted:
As reported $ 0.25 $ 0.98 $ 0.61
Pro forma 0.19 0.92 0.57
</TABLE>
The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model. The significant assumptions used
were risk-free interest rates ranging from 4.2% to 7.0%, expected volatility of
49.0% for 2000, 27.2% for 1999, and 37.9% for 1998, an expected life of 7 years
and no expected dividends.
The pro forma effects on net income for 2000, 1999 and 1998 are not
representative of the pro forma effects on net income 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.
9. BUSINESS SEGMENTS:
In fiscal 1999, the Company adopted SFAS 131, "Disclosures About
Segments of an Enterprise and Related Information," which changes the way the
Company reports information about its operating segments. The information for
all prior periods was restated to conform with SFAS 131. In fiscal 2000, as a
result of the disposition of its foundry operations in the UK and Asia (see Note
11 - Net Assets Held For Sale), the Company reconfigured its operating segments.
The Company will now be reporting the following operating segments: Domestic
Core Operations, Canadian Operations, Middle East Operations and Other
Operations. Prior period operating segment information has been reconfigured to
conform with the current period presentation. The Company's operating segments
and a description of the products and services they provide are described below:
38
<PAGE> 39
Domestic Core Operations. The Domestic Core Operations consists of the Company's
offices in the United States which provide products and services including
corrosion control, coatings, pipeline integrity and NDT. This segment provides
corrosion control products and services to a wide-range of customers in a number
of industries including the following: energy, utilities, water and wastewater
treatment, chemical and petrochemical, pipelines, defense and municipalities. In
addition, this segment provides coatings services to customers in the
entertainment, aerospace, transportation, petrochemical and electric power
industries as well as NDT services to customers in the pharmaceutical, chemical
and energy industries.
Canadian Operations. The Canadian Operations provide corrosion control, pipeline
integrity and NDT product and services to customers who are primarily in oil
and gas industries. These customers include pipeline operators, petrochemical
plants and refineries. In addition, the Canadian Operations provide specialty
coatings application services through the Company's CSI Coatings Services
subsidiary that was acquired in April 1999. The Canadian Operations also include
a production facility that assembles products such as anodes, rectifiers, coke
breeze and remote monitoring units.
Middle East Operations. The Middle East Operations provide corrosion control
products and services to customers in the petroleum and utility industries as
well as to governmental entities in connection with infrastructure assets. One
of the largest components of the Middle East Operations' revenues is related to
reinforced concrete structures.
Other Operations. The Company's Other Operations consist of all of the Company's
other businesses including those in Europe, Australia and Asia as well as the
Company's corrosion monitoring equipment business. In addition, Other Operations
include a production facility in the U.S. that assembles and distributes
cathodic protection products such as anodes primarily to the Company's
businesses in the U.S. The Company's operations in Europe and Asia primarily
provide corrosion control products and services to customers in the marine,
offshore and industrial markets. In addition to corrosion control products and
services, the Company's operations in Australia are also beginning to provide
coatings, NDT and pipeline integrity services to its customer base which include
oil and gas, water treatment, mining and marine. The Company's corrosion
monitoring equipment business assembles and sells products including probes,
instruments and access fittings to customers in the oil and gas and chemical
industries.
39
<PAGE> 40
The Company's operations by segment are presented below:
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Revenue:
Domestic Core Operations $ 100,092 $ 108,083 $ 85,814
Canadian Operations 24,816 16,039 19,917
Middle East Operations 16,858 11,542 11,680
Other Operations 35,949 35,716 29,170
Eliminations (9,273) -- --
--------- --------- ---------
$ 168,442 $ 171,380 $ 146,581
========= ========= =========
Operating Profit:
Domestic Core Operations $ 14,931 $ 20,682 $ 14,930
Canadian Operations 5,026 3,442 3,674
Middle East Operations 2,505 1,572 1,485
Other Operations 2,126 527 178
Corporate Related Costs, Unusual Items and Other (16,001) (9,057) (9,150)
--------- --------- ---------
$ 8,587 $ 17,166 $ 11,117
========= ========= =========
Total Assets:
Domestic Core Operations $ 70,056 $ 72,710 $ 56,687
Canadian Operations 26,936 15,098 16,461
Middle East Operations 8,807 5,703 5,145
Other Operations 23,697 42,722 46,518
Corporate Related Assets and Other 11,368 11,362 11,464
--------- --------- ---------
$ 140,864 $ 147,595 $ 136,275
========= ========= =========
Capital Expenditures:
Domestic Core Operations $ 1,697 $ 1,082 $ 1,262
Canadian Operations 728 963 91
Middle East Operations 96 74 171
Other Operations 533 742 1,266
Corporate Related Capital Expenditures 400 558 (194)
--------- --------- ---------
$ 3,454 $ 3,419 $ 2,596
========= ========= =========
Depreciation and Amortization:
Domestic Core Operations $ 1,057 $ 1,254 $ 926
Canadian Operations 1,219 493 475
Middle East Operations 104 100 96
Other Operations 1,582 1,376 1,093
Corporate Related Depreciation and Amortization 2,128 1,133 880
--------- --------- ---------
$ 6,090 $ 4,356 $ 3,470
========= ========= =========
</TABLE>
10. NET ASSETS HELD FOR SALE:
The Company completed the disposition of its UK and Asia foundry
operations during September 1999. The divested UK and Asia foundry operations
are reported as discontinued operations and the consolidated financial
statements have been reclassified to report separately the net assets and
results of operations of the divested foundries. Prior period consolidated
financial statements have been reclassified to conform with the current period
presentation.
As a result of these divestitures, the Company recorded a loss on
disposal of $4,610 ($4,264 net of related tax benefit). The loss included $3,000
related to the write-off of goodwill, and $1,610 of other costs
including severance payments and transaction related expenses. Net assets held
for sale relating to the UK and Asia foundry operations at March 31, 1999,
before adjustment for the loss on disposal, consisted of inventory of
40
<PAGE> 41
$1,336, net property and equipment of $774 and $3,000 of goodwill. The Company
allocated interest of $45, $90 and $90 in 2000, 1999 and 1998, respectively,
based on the proceeds realized from the divestiture. Revenues from the UK and
Asia foundry operations, which are excluded from consolidated revenues, totaled
$6,416, $22,870 and $32,620 in 2000, 1999 and 1998, respectively. The revenues
included intercompany sales of $2,122, $5,560 and $6,548 in 2000, 1999 and 1998,
respectively. Income (loss) from discontinued operations totaled ($353), $462
and $1,721 in 2000, 1999 and 1998, respectively.
During March 1997, the Company adopted a formal plan to put its
Corrtherm operation up for sale and as such, reported it as a discontinued
operation in the consolidated financial statements. 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) in March 1997. The charge included the estimated loss on
disposal and provisions for other estimated costs to be incurred in connection
with the disposal. During September 1998, the Company recorded an additional
charge of $6,057 ($3,998 net of the related tax benefit), which represented an
addition to the estimated loss on disposal. In March 1999, the Company completed
the disposition of its Corrtherm operation for consideration approximately equal
to its then current carrying value.
The Company allocated interest of $0, $637 and $638 for fiscal years
2000, 1999 and 1998, respectively, to Corrtherm based on the estimated proceeds
to be realized from the divestiture.
Revenues from Corrtherm, which are excluded from consolidated revenues,
totaled $0, $5,793 and $11,083 in fiscal 2000, 1999 and 1998, respectively.
These revenues included intercompany sales of $0, $2,446 and $4,683 in fiscal
2000, 1999 and 1998, respectively. Loss from discontinued operations totaled
$0, $1,504 and $1,174 in fiscal 2000, 1999 and 1998 and are net of income tax
benefits of $0, $1,007 and $783, respectively.
11. LEGAL MATTERS:
The Company is a defendant in a complaint filed on November 12, 1998,
as subsequently amended, in United States District Court, Northern District of
Ohio, Eastern Division. The lawsuit arises out of adoption by the Environmental
Protection Agency ("EPA") and the American Society for Testing and Materials
("ASTM") of regulations permitting non-invasive methods for inspecting and
testing underground storage tanks. The plaintiffs, which provide invasive
internal manned inspection and lining services and equipment, have claimed
violations of federal and state anti-trust laws, unreasonable restraint of
trade, false advertising and unfair competition, which allegedly caused injury
to their businesses and property in excess of $30 million. They are seeking
damages and injunctive relief. The Company believes that the claims are without
merit and has filed a motion to dismiss the anti-trust claim for failure to
state a claim and on the basis that there has been no injury to competition. The
Company denies any allegations of wrongdoing and is vigorously defending the
claims. See Item 3, Legal Proceedings.
In January 2000, the Michigan Department of Environmental Quality
("MDEQ") issued an administrative decision which could have the effect of
modifying MDEQ's 1995 approval of certain assessment methodologies utilized by
the Company in determining whether certain underground storage tanks meet
Michigan's regulatory requirements for upgrade by means of cathodic protection.
The Company believes that MDEQ's decision is in error and on January 24, 2000
filed a complaint and claim of appeal in the Circuit Court for the County of
Ingham, Michigan seeking declaratory relief and appealing the decision on
several grounds. See Item 3, Legal Proceedings.
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.
41
<PAGE> 42
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, 2000 and 1999.
<TABLE>
<CAPTION>
Three Months Ended 06/30/99 09/30/99 12/31/99 03/31/00 Total
----------------------------------------------------------------------------------------------------------------------------------
(In Thousands, Except per Share Data)
<S> <C> <C> <C> <C> <C>
Revenues $40,924 $44,623 $45,746 $37,149 $168,442
Operating income (loss) 3,701 4,913 4,174 (4,201) 8,587
Income (loss) from continuing operations 1,461 2,129 1,694 (3,335) 1,949
Net income (loss) 1,409 (2,196) 1,694 (3,575) (2,668)
Earnings per share - Basic:
Income (loss) from continuing operations $ 0.19 $ 0.28 $ 0.22 $ (0.43) $0.25
Net income (loss) 0.18 (0.29) 0.22 (0.47) (0.35)
Weighted average number of shares - Basic 7,706 7,618 7,643 7,687 7,663
Earnings per share - Diluted:
Income (loss) from continuing operations $ 0.18 $ 0.27 $ 0.22 $ (0.43) $ 0.25
Net income (loss) 0.18 (0.28) 0.22 (0.47) (0.34)
Weighted average number of shares - Diluted 8,007 7,787 7,763 7,687 7,824
<CAPTION>
Three Months Ended 06/30/98 09/30/98 12/31/98 03/31/99 Total
----------------------------------------------------------------------------------------------------------------------------------
(In Thousands, Except per Share Data)
<S> <C> <C> <C> <C> <C>
Revenues $40,280 $46,014 $47,850 $37,236 $171,380
Operating income 3,929 5,426 5,581 2,230 17,166
Income from continuing operations 1,842 2,722 2,724 745 8,033
Net income (loss) 1,914 (1,113) 2,833 617 4,251
Earnings per share - Basic:
Income from continuing operations $ 0.23 $ 0.35 $ 0.35 $ 0.09 $ 1.02
Net income (loss) 0.24 (0.14) 0.36 0.08 0.54
Weighted average number of shares - Basic 7,942 7,884 7,812 7,771 7,851
Earnings per share - Diluted:
Income from continuing operations $ 0.22 $ 0.33 $ 0.33 $ 0.09 $ 0.98
Net income (loss) 0.23 (0.13) 0.35 0.08 0.52
Weighted average number of shares - Diluted 8,369 8,252 8,192 8,158 8,224
</TABLE>
42
<PAGE> 43
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, 2000 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:
Report of Independent Accountants
Consolidated Balance Sheets at March 31, 2000 and 1999
Consolidated Statements of Income for the years ended March 31,
2000, 1999 and 1998
Consolidated Statements of Shareholders' Equity for the years
ended March 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows for the years ended March
31, 2000, 1999 and 1998
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.(1)
3.2 Amended and Restated Code of Regulations of the Company.(2)
4.1 Specimen certificate for the Common Shares.(3)
4.2 Credit Agreement dated March 30, 1999 by and among the Company, the
Foreign Subsidiary Borrowers, NBD Bank, as Agent and the Lenders Party
thereto. Other long term debt agreements of the Company, except for
Note Purchase Agreement, 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.(4)
4.3 Amended and Restated Credit Agreement Dated as of June 9, 2000 among
Corrpro Companies, Inc., CSI Coating Systems, Inc. and the Lenders
Party thereto.
43
<PAGE> 44
4.4 Note Purchase Agreement dated as of January 21, 1998 by and among the
Company and the Purchaser herein.(5)
4.5 Rights Agreement, dated as of July 23, 1997 between the Company and
Fifth Third Bank, successor Rights Agent(6)
4.6 Amendment dated June 9, 2000 to Note Purchase Agreement dated January
26, 1998.
4.7 1997 Long-Term Incentive Plan of Corrpro Companies, Inc.(7)
4.8 Amendment to 1997 Long-Term Incentive Plan of Corrpro
Companies, Inc.(8)
4.9 1997 Non-Employee Directors' Stock Option Plan.(7)
4.10 Corrpro Companies, Inc. Employee Stock Purchase Plan(9)
10.1 Form of Indemnification Agreement for Officers and Directors of the
Company.(3)
10.2 Consulting Agreement dated April 1, 1997 by and between Commonwealth
Seager Holdings Ltd. and Corrtech Consulting Group.(10)
10.3 Employment Agreement effective April 1, 1998 by and between the Company
and Joseph W. Rog.(10)
10.4 Employment Agreement effective April 1, 1998 by and between the Company
and Michael K. Baach.(10)
10.5 Employment Agreement effective April 1, 1998 by and between the Company
and George A. Gehring, Jr.(10)
10.6 Employment Agreement effective April 1, 1998 by and between the Company
and Neal R. Restivo.(10)
10.7 Stock Option Agreement dated as of June 15, 1992 by and between the
Company and C. Richard Lynham, as amended.(3)
10.8 Stock Option Agreement dated as of November 15, 1992 by and between the
Company and C. Richard Lynham.(3)
10.9 Stock Option Agreement dated as of November 15, 1992 by and between the
Company and Michael K. Baach.(3)
10.10 Stock Option Agreement dated as of November 15, 1992 by and between the
Company and George A. Gehring, Jr.(3)
10.11 Stock Option Agreement dated as of November 15, 1992 by and between the
Company and David H. Kroon.(3)
10.12 Stock Option Agreement dated as of November 15, 1992 by and between the
Company and Joseph W. Rog.(3)
10.13 Company Incentive Option Plan as amended.(3)
44
<PAGE> 45
21.1 Subsidiaries of the Company.
23.1 Consent of KPMG LLP.
27.1 Financial Data Schedule.
----------
(1) A copy of this exhibit filed as Exhibit 3.1 to the Company's Form 10-Q
for the quarterly period ended December 31, 1998.
(2) 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.
(3) 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.
(4) A copy of this exhibit filed as the Exhibit 4.2 to the Company's report
on Form 10-K for the period ended March 31, 1999.
(5) A copy of this exhibit filed as Exhibit 4.2 to the Company's report on
Form 10-Q for the quarterly period ended December 31, 1997.
(6) A copy of this exhibit filed as Exhibit 1.1 to the Company's Form 8-A
filed August 7, 1997 is incorporated herein by reference.
(7) A copy of the exhibits filed as Exhibit 4.4 and 4.5 of the Company's
Registration Statement on Form S-8 filed October 24, 1997 (SEC File No.
333-38767) is incorporated herein by reference.
(8) A copy of this exhibit filed as Exhibit 4.5 of the Company's
Registration Statement on Form S-8 filed January 19, 2000 (SEC File No.
333-94989) is incorporated herein by reference.
(9) A copy of this exhibit contained in Corrpro's Definitive Proxy
Statement on Schedule 14A filed with Securities and Exchange Commission
on June 16, 1999 is incorporated herein by reference.
(10) A copy of this exhibit filed as the Exhibits 4.4, 10.2, 10.3, 10.4,
10.5, 10.6, 10.7 and 10.8 to the Company's report on Form 10-K for the
period ended March 31, 1998.
----------
(b) REPORTS ON FORM 8-K:
There were no reports on Form 8-K filed during the three months
ended March 31, 2000.
(c) EXHIBITS
See "Index to Exhibits" at Item 14(a) above.
45
<PAGE> 46
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
and 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 28, 2000 /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 28, 2000 /s/ Joseph W. Rog
-------------------------------------
Joseph W. Rog
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
June 28, 2000 /s/ Neal R. Restivo
-------------------------------------
Neal R. Restivo
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
June 28, 2000 /s/ David H. Kroon
-------------------------------------
David H. Kroon, Director
June 28, 2000 /s/ Barry W. Schadeck
-------------------------------------
Barry W. Schadeck, Director
June 28, 2000 /s/ C. Richard Lynham
-------------------------------------
C. Richard Lynham, Director
June 28, 2000 /s/ Warren F. Rogers
-------------------------------------
Warren F. Rogers, Director
June 28, 2000 /s/ Walter W. Williams
-------------------------------------
Walter W. Williams, Director
46
