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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 1-12282
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 2001
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant Corrpro Companies, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
1090 Enterprise Drive
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City, state and zip code Medina, Ohio 44256
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PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject
[X] quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
Due to net losses in the Company's fiscal 2001 fourth quarter, the
Company violated several of the financial covenants included in its debt
agreements. The Company had previously obtained waivers of the covenant
violations through the end of June 2001 and is finalizing negotiations with its
lenders to amend these debt agreements and reset the financial covenants.
Because of the on-going negotiations, the Company was unable to finalize the
description of its debt and complete other portions of its financial statements
and its Annual Report on Form 10-K for the year ended March 31, 2001 prior to
the due date for the Form 10-K. The Company anticipates finalizing negotiations
and completing the amendments to the debt agreements within fifteen calendar
days after June 29, 2001 and filing the Form 10-K within that timeframe.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kurt R. Packer (330) 723-5082
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(Name) (Area code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company previously issued a press release, dated May 17, 2001,
reporting its results of operations for the fourth quarter and fiscal year ended
March 31, 2001. Revenues for the fourth quarter ended March 31, 2001 totaled
$38.5 million, an increase of $1.3 million, or 3.5%, over the fourth quarter of
the previous fiscal year. For the quarter, including one-time unusual items, the
Company incurred a net loss of $6.1 million, or $0.78 per share, compared to a
net loss from continuing operations of $3.3 million, or $0.43 per share in the
prior-year period, which also included unusual items. During the fourth quarter
of fiscal 2001, the Company recorded charges of $3.2 million for unusual items
related to cessation of certain Mexican foundry operations, the disposition of a
small non-core business unit, the consolidation of local offices, severance and
other costs associated with the Company's cost reduction programs and expenses
accrued in connection with previously disclosed state regulatory proceedings and
antitrust litigation involving the Company. Excluding the impact of one-time
charges, the loss for the fourth quarter would have totaled $0.53 per share,
compared to a loss before unusual items from continuing operations of $0.28 per
share in the final three months of fiscal 2000.
Revenues for the year ended March 31, 2001 totaled $165.4 million, down
1.8% from the previous year. For the year ended March 31, 2001, the Company
incurred a net loss of $4.7 million, or $0.61 per share on a diluted basis,
compared to income from continuing operations of $1.9 million, or $0.25 per
share, in the prior year. Excluding the impact of $3.2 million of charges for
one-time unusual items, the net loss for the year would have totaled $0.36 per
share compared to income before unusual items from continuing operations of
$0.40 per share in fiscal 2000. EBITDA (earnings before interest, taxes,
depreciation and amortization) before the $3.2 million of unusual charges
totaled $10.6 million in fiscal 2001.
For more information regarding the Company's results of operations for
the fourth quarter and fiscal year ended March 31, 2001, see the press release,
dated May 17, 2001, attached to this filing as Exhibit 99.1.
The Company does not anticipate any changes to the results of
operations described above.
Corrpro Companies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 29, 2001 By /s/ Kurt R. Packer
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Kurt R. Packer
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer
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Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
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Exhibit Index
Exhibit Document Page
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99.1 Press Release, dated May 17, 2001. 6
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