UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 1-12282
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 2003
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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
[x] on or before the fifteenth calendar day following the prescribed due
date; or the subject 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.)
The Company was not in compliance with certain provisions in its senior
debt agreements, and entered into extension agreements with the senior lenders
effective as of January 31, 2004, which provided for the continued forbearance
by the Senior Lenders through March 31, 2004, with respect to foreclosure under
the senior debt, conditioned upon the continued progress of the Company in the
implementation of the proposed refinancing transaction provided for in the
Securities Purchase Agreement attached as an exhibit to the previously filed
Form 8-K of the Company dated December 22, 2003.
In order for the Company to complete its refinancing transaction, it must
receive approval from its shareholders. The Company filed its preliminary proxy
statement with the Securities and Exchange Commission ("SEC") on December 22,
2003, and was informed by the SEC Staff that the proxy statement would be given
a full review, as would the Company's Form 10-K filing for the fiscal year ended
March 31, 2003, and the Form 10-Q for the quarter ended September 30, 2003,
which were to be transmitted to shareholders along with the definitive proxy
statement.
In response to subsequent SEC comments, the Company made certain
modifications to the preliminary proxy statement and prepared amendments to the
Form 10-K and Form 10-Q. The Company has devoted its management and other
resources to the task of developing appropriate revisions, as identified by the
SEC, to the foregoing filings in order that the definitive proxy statement may
be timely printed and mailed to the Company's shareholders to enable shareholder
approval of the transactions within the time limitations imposed on the Company
by the forbearance agreements. As a result of the foregoing process, the Company
filed its definitive proxy statement with the SEC on February 17, 2004.
As a consequence of these activities and events, the Company was unable to
finalize its Form 10-Q for the quarter ended December 31, 2003 prior to the due
date for the Form 10-Q without unreasonable effort or expense. The Company
anticipates completing its financial statements and other disclosures to be set
forth in the subject Form 10-Q within the five calendar day extension period
permitted by Rule 12b-25 and filing the Form 10-Q within that timeframe.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert M. Mayer (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
(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.
Revenues from continuing operations for the fiscal 2004 third quarter
totaled $32.9 million compared to $31.8 million in the fiscal 2003 third
quarter, an increase of $1.1 million, or 3.5%. Revenues from the discontinued
operations were $2.8 million in the fiscal 2004 third quarter compared to $6.8
million in the prior-year period. The decrease in discontinued operations is
primarily attributable to the sale of three non-strategic business units.
Operating income from continuing operations totaled $2.8 million in the
third quarter of fiscal 2004 compared to $2.6 million for the fiscal 2003 third
quarter, an increase of $0.2 million. The increase in operating income in the
fiscal 2004 third quarter resulted from improved revenue levels and lower
operating expenses.
Income from continuing operations for the fiscal 2004 third quarter was
$0.6 million compared to $0.4 million in the third quarter of fiscal 2003, an
increase of $0.2 million. The fiscal 2004 third quarter increase in operating
income is the result of improved revenue levels, improved operating efficiencies
and our overall efforts to streamline operations.
Net income totaled $0.4 million in the third quarter of fiscal 2004 and
2003. Income per share on a diluted basis totaled $0.05 per share in the third
quarter of fiscal 2004 and 2003.
Revenues from continuing operations for the nine months ended December 31,
2003 totaled $100.4 million compared to prior-year revenues of $92.9 million, an
increase of $7.5 million or 8.1%. Revenues from discontinued operations were
$8.9 million for the first nine months of fiscal 2004 compared to $20.6 million
in the prior-year period, a decrease of $11.7 million. The decrease in
discontinued operations is primarily attributable to the sale of several
discontinued businesses.
Operating income from continuing operations totaled $9.5 million for the
nine months ended December 31, 2003 compared to $4.5 million in the prior-year
period, an increase in earnings of $5.0 million. This increase is primarily
related to the prior-years restructuring costs incurred and improved revenues
generated during the current fiscal year.
Income from continuing operations totaled $3.3 million for the nine months
ended December 31, 2003 compared to a loss of $1.3 million of income from
continuing operations in the prior-year period, an increase in earnings of $4.6
million. The fiscal 2004 nine months operating income is the result of improved
revenue levels, improved operating efficiencies and our overall efforts to
streamline operations.
Net loss totaled $0.6 million for the nine months ended December 31, 2003
compared to $23.6 million in the prior-year period, an improvement of $23.0
million, which was primarily attributable to non-cash goodwill impairment
charges as a result of a change in accounting principle in the prior-year,
improved revenue levels, improved operating efficiencies and our overall efforts
to streamline operations. Loss per share on a diluted basis totaled $0.06 per
share compared to $2.81 per share in the prior-year period.
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 February 17, 2004 By /s/ Robert M. Mayer
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Robert M. Mayer
Senior Vice President, Chief Financial
Officer and Treasurer