<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE
STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------------------------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to _________.
Commission File Number 1-12282
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CORRPRO COMPANIES, INC. PROFIT SHARING PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CORRPRO COMPANIES, INC.
1090 ENTERPRISE DRIVE
MEDINA, OHIO 44256
1
<PAGE> 2
CORRPRO COMPANIES, INC.
-----------------------
PROFIT SHARING PLAN AND TRUST
-----------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 3
Statement of Net Assets Available for Benefits at March 31, 1996 4
Statement of Net Assets Available for Benefits at March 31, 1995 5
Statement of Changes in Net Assets Available for Benefits for the
Year Ended March 31, 1996 6
Statement of Changes in Net Assets Available for Benefits for the
Year Ended March 31, 1995 7
Notes to Financial Statements 8
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at March 31, 1996 16
Schedule of Reportable Transactions for the Year Ended March 31, 1996 17
Consent of Independent Accountants 18
</TABLE>
Note: All other schedules required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because the conditions under which they
are required are not present.
2
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Plan Administrator of the Corrpro Companies, Inc.
Profit Sharing Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of the Corrpro Companies, Inc. Profit Sharing Plan and Trust as of March 31,
1996 and 1995, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial statements referred to in the first paragraph of
this report present fairly, in all material respects, the financial status of
the plan as of March 31, 1996 and 1995, and the changes in its financial status
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of March 31, 1996 and reportable transactions for the
year ended March 31, 1996 are presented for the purpose of additional analysis
and are not a required part of the plan financial statements, but are additional
information required by the Employee Retirement Income Security Act of 1974. The
Fund Information in the statement of net assets available for benefits and in
the statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and the changes in net assets available for benefits of each fund.
The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as whole.
PRICE WATERHOUSE LLP
Cleveland, Ohio
September 13, 1996
3
<PAGE> 4
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 1996
<TABLE>
<CAPTION>
CIGNA
------------------------------------------------------
ASSETS Lifetime Funds
Guaranteed -------------------------------------
Income Fund 20 30
----------- -- --
<S> <C> <C> <C>
Investments at Fair Value :
Connecticut General (CIGNA)
Guaranteed Income Fund $ 2,081,757 $ - $ -
Lifetime20 Fund - 95,111 -
Lifetime30 Fund - - 232,153
Lifetime40 Fund - - -
Lifetime50 Fund - - -
Lifetime60 Fund - - -
CIGNA Separate Accounts
Fidelity Growth and Income Fund - - -
Vanguard Wellington Fund - - -
Fidelity Magellan Fund - - -
Twentieth Century Ultra Fund - - -
Warburg Pincus Emerging Growth Fund - - -
Warburg Pincus Advisor International Equity Fund - - -
Corrpro Companies, Inc. Common Stock - - -
----------------------------------------------------
Total Investments 2,081,757 95,111 232,153
Loans to Participants (21,451) 14 213
Receivables :
Participants' contributions 17,010 1,952 4,625
Employer contributions 1,493 166 352
Rollover contributions - - -
Accrued interest 333 7 77
----------------------------------------------------
Total Receivables 18,836 2,125 5,054
Pending investment transactions and fund transfers (7,286) (333) (813)
----------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 2,071,856 $ 96,917 $ 236,607
====================================================
-------------------------------------------------
Lifetime Funds
-------------------------------------------------
Assets 40 50 60
------ -- -- --
Investments at Fair Value :
Connecticut General (CIGNA)
Guaranteed Income Fund $ - $ - $ -
Lifetime20 Fund - - -
Lifetime30 Fund - - -
Lifetime40 Fund 271,324 - -
Lifetime50 Fund 317,722
Lifetime60 Fund - - 91,934
CIGNA Separate Accounts
Fidelity Growth and Income Fund - - -
Vanguard Wellington Fund - - -
Fidelity Magellan Fund - - -
Twentieth Century Ultra Fund - - -
Warburg Pincus Emerging Growth Fund - - -
Warburg Pincus Advisor International Equity Fund - - -
Corrpro Companies, Inc. Common Stock - - -
-------------------------------------------------
Total Investments 271,324 317,722 91,934
Loans to Participants 179 42 19
Receivables :
Participants' contributions 3,391 3,331 789
Employer contributions 277 216 65
Rollover contributions 2,376 - -
Accrued interest 71 112 9
-------------------------------------------------
Total Receivables 6,115 3,659 863
Pending investment transactions and fund transfers (950) (1,112) (322)
-------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 276,668 $ 320,311 $ 92,494
=================================================
Fidelity Vanguard Fidelity
ASSETS Growth & Inc. Wellington Magellan
------ ------------- ---------- --------
Investments at Fair Value :
Connecticut General (CIGNA)
Guaranteed Income Fund $ - $ - $ -
Lifetime20 Fund - - -
Lifetime30 Fund - - -
Lifetime40 Fund - - -
Lifetime50 Fund - - -
Lifetime60 Fund - - -
CIGNA Separate Accounts
Fidelity Growth and Income Fund 432,757 - -
Vanguard Wellington Fund 427,370 -
Fidelity Magellan Fund - - 637,542
Twentieth Century Ultra Fund - - -
Warburg Pincus Emerging Growth Fund - - -
Warburg Pincus Advisor International Equity Fund - - -
Corrpro Companies, Inc. Common Stock - - -
----------------------------------------------
Total Investments 432,757 427,370 637,542
Loans to Participants (3,038) 226 (2,681)
Receivables :
Participants' contributions 9,888 5,845 13,222
Employer contributions 729 412 1,063
Rollover contributions - 1,188 46,236
Accrued interest 106 121 294
----------------------------------------------
Total Receivables 10,723 7,566 60,815
Pending investment transactions and fund transfers (325) (321) (478)
----------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 440,117 $ 434,841 $ 695,198
==============================================
ASSETS Twentieth Warburg Warburg
Century Ultra Emer. Growth Intl Equity
------------- ------------ -----------
Investments at Fair Value :
Connecticut General (CIGNA)
Guaranteed Income Fund $ - $ - $ -
Lifetime20 Fund - - -
Lifetime30 Fund - - -
Lifetime40 Fund - - -
Lifetime50 Fund - - -
Lifetime60 Fund - - -
CIGNA Separate Accounts
Fidelity Growth and Income Fund - - -
Vanguard Wellington Fund - - -
Fidelity Magellan Fund - - -
Twentieth Century Ultra Fund 612,419 - -
Warburg Pincus Emerging Growth Fund - 238,003 -
Warburg Pincus Advisor International Equity Fund - - 140,461
Corrpro Companies, Inc. Common Stock - - -
------------------------------------------------
Total Investments 612,419 238,003 140,461
Loans to Participants 61 52 8
Receivables :
Participants' contributions 11,420 4,901 1,733
Employer contributions 802 391 117
Rollover contributions 45,048 - -
Accrued interest 197 142 3
------------------------------------------------
Total Receivables 57,467 5,434 1,853
Pending investment transactions and fund transfers (459) (179) (105)
------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 669,488 $ 243,310 $ 142,217
================================================
ASSETS Corrpro Loans to
Stock Participants Total
----- ------------ -----
Investments at Fair Value :
Connecticut General (CIGNA)
Guaranteed Income Fund $ - $ - $ 2,081,757
Lifetime20 Fund - - 95,111
Lifetime30 Fund - - 232,153
Lifetime40 Fund - - 271,324
Lifetime50 Fund - - 317,722
Lifetime60 Fund - - 91,934
CIGNA Separate Accounts
Fidelity Growth and Income Fund - - 432,757
Vanguard Wellington Fund - - 427,370
Fidelity Magellan Fund - - 637,542
Twentieth Century Ultra Fund - - 612,419
Warburg Pincus Emerging Growth Fund - - 238,003
Warburg Pincus Advisor International Equity Fund - - 140,461
Corrpro Companies, Inc. Common Stock 1,502,429 - 1,502,429
---------------------------------------------
Total Investments 1,502,429 - 7,080,982
Loans to Participants 384 417,466 391,494
Receivables :
Participants' contributions 6,178 - 84,285
Employer contributions 520 - 6,603
Rollover contributions 60,064 - 154,912
Accrued interest 144 - 1,616
---------------------------------------------
Total Receivables 66,906 247,416
Pending investment transactions and fund transfers (5,259) - (17,942)
---------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,564,460 $ 417,466 $ 7,701,950
=============================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 1995
<TABLE>
<CAPTION>
NCB
--------------------------------------------------------------------------------
Fixed Company
Equity Income Capital Stock Loan
ASSETS Fund Fund Fund Fund Fund Cash
------ ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
National City Bank
Equity Fund $ 2,061,841 $ - $ - $ - $ - $ -
Fixed Income Fund - 2,012,000 - - - -
Capital Preservation Fund - - 838,434 - - -
Corrpro Companies, Inc.
Common Stock - - - 4,008,668 - -
---------------- --------------- ------------- --------------- ------------ -----------
Total Investments 2,061,841 2,012,000 838,434 4,008,668 - -
---------------- --------------- ------------- --------------- ------------ -----------
Loans to Participants - - - - 291,196 -
Receivables:
Participants' contributions 31,244 23,522 16,300 27,771 - -
Employer contributions 2,141 2,046 1,177 2,023 - -
Accrued interest 17 131 4,457 220 - 256
---------------- --------------- ------------- --------------- ------------ -----------
Total Receivables 33,402 25,699 21,934 30,014 - 256
---------------- --------------- ------------- --------------- ------------ -----------
Cash Equivalents - 1,697 - - - 5,462
Pending investment transactions
and fund transfers (23,931) (19,699) (16,794) (173,638) (7,573) (5,718)
---------------- --------------- ------------- --------------- ------------ -----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 2,071,312 $ 2,019,697 $ 843,574 $ 3,865,044 $ 283,623 $ -
================ =============== ============= =============== ============ ===========
ASSETS Total
------ -----
Investments, at fair value:
National City Bank
Equity Fund $ 2,061,841
Fixed Income Fund 2,012,000
Capital Preservation Fund 838,434
Corrpro Companies, Inc.
Common Stock 4,008,668
----------------
Total Investments 8,920,943
----------------
Loans to Participants 291,196
Receivables:
Participants' contributions 98,837
Employer contributions 7,387
Accrued interest 5,081
----------------
Total Receivables 111,305
----------------
Cash Equivalents 7,159
Pending investment transactions
and fund transfers (247,353)
----------------
NET ASSETS AVAILABLE FOR
BENEFITS $ 9,083,250
================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDING MARCH 31,1996
<TABLE>
<CAPTION>
National City Bank
--------------------------------------------------------
Capital
Equity Fixed Income Preservation
------ ------------ ------------
INCREASES IN ASSETS:
<S> <C> <C> <C>
Contributions:
Participants $222,542 $173,886 $126,376
Employer 17,307 16,489 8,469
Rollover 103,147 79,923 54,607
Investment Income :
Interest 47,413 118,159 47,648
Dividends - - -
Interest on loans - - -
--------------------------------------------------------
Total increases 390,409 388,457 237,100
DECREASES IN ASSETS :
Distributions for withdrawals and terminations (502,212) (412,136) (117,767)
Administrative expenses (19,682) (17,191) (2,594)
Net gain/(loss) from change in market value of
securities held and from securities sold 363,079 124,988 -
--------------------------------------------------------
Total decreases (158,815) (304,339) (120,361)
Loans to participants (106,903) (115,917) (42,828)
Loan repayments 32,010 46,065 22,521
Interfund transfers (2,228,013) (2,033,963) (940,006)
--------------------------------------------------------
Net transfers (2,302,906) (2,103,815) (960,313)
--------------------------------------------------------
NET INCREASE/(DECREASE) IN ASSETS (2,071,312) (2,019,697) (843,574)
NET ASSETS -
Beginning of the year 2,071,312 2,019,697 843,574
NET ASSETS - --------------------------------------------------------
End of Year $ - $ - $ -
========================================================
Corrpro
Stock Loan Cash Total
----- ---- ---- -----
INCREASES IN ASSETS:
Contributions:
Participants $191,981 $ - $10,967 $725,752
Employer 14,538 - (10,953) 45,850
Rollover 12,147 - - 249,824
Investment Income :
Interest 13,354 - 953 227,527
Dividends - - - -
Interest on loans - 14,097 4,412 18,509
-----------------------------------------------------------------
Total increases 232,020 14,097 5,379 1,267,462
DECREASES IN ASSETS :
Distributions for withdrawals and terminations (265,281) - (36,285) (1,333,681)
Administrative expenses (10,366) - (10,852) (60,685)
Net gain/(loss) from change in market value of
securities held and from securities sold (2,736,283) - (4) (2,248,220)
-----------------------------------------------------------------
Total decreases (3,011,930) - (47,141) (3,642,586)
TRANSFER OF ASSETS:
Loans to participants - 240,491 25,157 -
Loan repayments - (46,008) (54,588) -
Interfund transfers (1,085,134) (492,203) 71,193 (6,708,126)
-----------------------------------------------------------------
Net transfers (1,085,134) (297,720) 41,762 (6,708,126)
-----------------------------------------------------------------
NET INCREASE/(DECREASE) IN ASSETS (3,865,044) (283,623) - (9,083,250)
NET ASSETS -
Beginning of the year 3,865,044 283,623 - 9,083,250
-----------------------------------------------------------------
NET ASSETS -
End of Year $ - $ - $ - $ -
=================================================================
Guaranteed Lifetime
------------------------------------------------
Income 20 30 40
------ -- -- --
INCREASES IN ASSETS:
Contributions:
Participants $66,370 $6,962 $16,132 $13,331
Employer 5,837 639 1,301 1,107
Rollover - 164 19,007 2,376
Investment Income :
Interest 20,460 24 368 260
Dividends - - - -
Interest on loans - - - -
-----------------------------------------------------------------
Total increases 92,667 7,789 36,808 17,074
DECREASES IN ASSETS :
Distributions for withdrawals and terminations (3,300) - - -
Administrative expenses (7,430) (333) (813) (950)
Net gain/(loss) from change in market value of
securities held and from securities sold - 1,651 3,379 4,964
-----------------------------------------------------------------
Total decreases (10,730) 1,318 2,566 4,014
TRANSFER OF ASSETS:
Loans to participants (24,851) - - -
Loan repayments 13,818 47 1,112 729
Interfund transfers 2,000,952 87,763 196,121 254,851
-----------------------------------------------------------------
Net transfers 1,989,919 87,810 197,233 255,580
-----------------------------------------------------------------
NET INCREASE/(DECREASE) IN ASSETS 2,071,856 96,917 236,607 276,668
Beginning of the year - - - -
-----------------------------------------------------------------
End of Year $2,071,856 $96,917 $236,607 $276,668
=================================================================
--------------------------------------------------------------------
Lifetime Fidelity Vanguard
---------------------------------
50 60 Growth & Inc. Wellington
-- -- ------------- ----------
INCREASES IN ASSETS:
Contributions:
Participants $11,874 $3,019 $33,451 $21,040
Employer 810 223 2,554 1,532
Rollover - - 15,670 1,352
Investment Income :
Interest 421 36 425 448
Dividends - - - -
Interest on loans - - - -
--------------------------------------------------------------------
Total increases 13,105 3,278 52,100 24,372
DECREASES IN ASSETS :
Distributions for withdrawals and terminations - - - -
Administrative expenses (1,112) (322) (325) (381)
Net gain/(loss) from change in market value of
securities held and from securities sold 4,309 534 17,481 11,226
--------------------------------------------------------------------
Total decreases 3,197 212 17,156 10,845
Loans to participants - - (3,250) (1,135)
Loan repayments 318 72 801 740
Interfund transfers 303,691 88,932 373,310 400,019
--------------------------------------------------------------------
Net transfers 304,009 89,004 370,861 399,624
--------------------------------------------------------------------
NET INCREASE/(DECREASE) IN ASSETS 320,311 92,494 440,117 434,841
Beginning of the year - - - -
--------------------------------------------------------------------
End of Year $320,311 $92,494 $440,117 $434,841
====================================================================
CIGNA
----------------------------------------------------------------------
Fidelity Twentieth Warburg Warburg
Magellan Century Ultra Emer. Growth Intl Equity
-------- ------------- ------------ -----------
INCREASES IN ASSETS:
Contributions:
Participants $47,091 $42,563 $17,916 $6,236
Employer 3,921 3,025 1,456 441
Rollover 56,067 47,744 1,348 2,532
Investment Income :
Interest 1,156 765 563 15
Dividends - - - -
Interest on loans - - - -
----------------------------------------------------------------------
Total increases 108,235 94,097 21,283 9,224
DECREASES IN ASSETS :
Distributions for withdrawals and terminations - - - -
Administrative expenses (580) (459) (179) (105)
Net gain/(loss) from change in market value of
securities held and from securities sold 8,031 5,095 228 4,014
----------------------------------------------------------------------
Total decreases 7,451 4,636 49 3,909
Loans to participants (4,792) (157) (157) -
Loan repayments 2,653 810 778 29
Interfund transfers 581,651 570,102 221,357 129,055
----------------------------------------------------------------------
Net transfers 579,512 570,755 221,978 129,084
NET INCREASE/(DECREASE) IN ASSETS 695,198 669,488 243,310 142,217
NET ASSETS -
Beginning of the year - - - -
----------------------------------------------------------------------
NET ASSETS -
End of Year $695,198 $669,488 $243,310 $142,217
======================================================================
-------------------------------------------------
Corrpro Total
Stock Loan Total Plan
----- ---- ----- ----
INCREASES IN ASSETS:
Contributions:
Participants $23,214 $ - $309,199 $1,034,951
Employer 1,924 - 24,770 70,620
Rollover 60,146 - 206,406 456,230
Investment Income :
Interest 580 - 25,521 253,048
Dividends - - - -
Interest on loans - 5,095 5,095 23,604
-----------------------------------------------------------------
Total increases 85,864 5,095 570,991 1,838,453
DECREASES IN ASSETS :
Distributions for withdrawals and terminations - - (3,300) (1,336,981)
Administrative expenses (5,434) - (18,423) (79,108)
Net gain/(loss) from change in market value of
securities held and from securities sold 383,644 - 444,556 (1,803,664)
-----------------------------------------------------------------
Total decreases 378,210 - 422,833 (3,219,753)
Loans to participants - 34,342 - -
Loan repayments 1,443 (23,350) - -
Interfund transfers 1,098,943 401,379 6,708,126 -
-----------------------------------------------------------------
Net transfers 1,100,386 412,371 6,708,126 -
-----------------------------------------------------------------
NET INCREASE/(DECREASE) IN ASSETS 1,564,460 417,466 7,701,950 (1,381,300)
NET ASSETS -
Beginning of the year - - - 9,083,250
-----------------------------------------------------------------
NET ASSETS -
End of Year $1,564,460 $417,466 $7,701,950 $7,701,950
=================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 1995
<TABLE>
<CAPTION>
NCB
--------------- -------------- --------------- -------------- ------------- -----------
Fixed Capital Company
Equity Income Preservation Stock Loan
Fund Fund Fund Fund Fund Cash
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INCREASES IN ASSETS:
Contributions:
Participants $ 283,583 $ 302,175 $ 138,156 $ 250,656 $ - $ -
Employer 23,108 22,004 17,438 54,835 - -
Rollover 80,181 32,970 49,329 41,006 - -
Investment Income:
Interest 40,213 144,725 41,491 3,206 - -
Interest on loans - - - - 22,947 -
-----------------------------------------------------------------------------------------
Total increase 427,085 501,874 246,414 349,703 22,947 -
-----------------------------------------------------------------------------------------
DECREASES IN ASSETS:
Distributions for withdrawals and (148,016) (250,990) (91,596) (337,452) - 27,754
terminations
Administrative expenses (11,980) (12,379) (10,877) (13,847) - (15,233)
Net gain (loss) from change in
market value of security held and
from securities sold 83,308 (62,161) - (571,288) - -
-----------------------------------------------------------------------------------------
Total decrease (76,688) (325,530) (102,473) (922,587) - 12,521
-----------------------------------------------------------------------------------------
TRANSFERS OF ASSETS:
Loans to participants (34,752) (52,840) (25,328) - 112,920 -
Loan repayments 64,541 56,385 17,387 3,149 (128,941) (12,521)
Interfund transfers 25,448 (204,565) 240,205 (61,088) - -
-----------------------------------------------------------------------------------------
Net transfers 55,237 (201,020) 232,264 (57,939) (16,021) (12,521)
-----------------------------------------------------------------------------------------
NET INCREASE IN NET
ASSETS 405,634 (24,676) 376,205 (630,823) 6,926 -
NET ASSETS -
Beginning of year 1,665,678 2,044,373 467,369 4,495,867 276,697 -
-----------------------------------------------------------------------------------------
NET ASSETS -
End of year $ 2,071,312 $ 2,019,697 $ 843,574 $ 3,865,044 $ 283,623 $ -
=========================================================================================
Total
-----
INCREASES IN ASSETS:
Contributions:
Participants $ 974,570
Employer 117,385
Rollover 203,486
Investment Income:
Interest 229,635
Interest on loans 22,947
----------------
Total increase 1,548,023
----------------
DECREASES IN ASSETS:
Distributions for withdrawals and (800,300)
terminations
Administrative expenses (64,316)
Net gain (loss) from change in
market value of security held and
from securities sold (550,141)
----------------
Total decrease (1,414,757)
----------------
TRANSFERS OF ASSETS:
Loans to participants -
Loan repayments -
Interfund transfers -
----------------
Net transfers -
----------------
NET INCREASE IN NET
ASSETS 133,266
NET ASSETS -
Beginning of year 8,949,984
----------------
NET ASSETS -
End of year $ 9,083,250
================
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
CORRPRO COMPANIES. INC.
-----------------------
PROFIT SHARING PLAN AND TRUST
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - GENERAL DESCRIPTION OF THE PLAN:
- -----------------------------------------
General
-------
The Corrpro Companies, Inc. Profit Sharing Plan and Trust (the "Plan") was
organized and adopted on April 1, 1984 by Corrpro Companies, Inc. (the
"Company") to encourage employee savings and to provide retirement benefits to
participants and/or their beneficiaries. It is administered by an advisory
committee (the "Committee") appointed by the Company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Effective January 1, 1996, the Plan's trustee and the record keeper,
disbursement agent and investment agent of the Plan were changed from National
City Bank ("NCB") to Connecticut General Life Insurance Company ("CIGNA" or the
"Trustee"). Plan assets were transferred to CIGNA on January 2, 1996.
The Plan's trustee maintains all records of investment transactions and
determines the valuation of the investment portfolio.
The above description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
Contributions and Eligibility
-----------------------------
The Plan is a defined contribution plan and contains a 401 (k) provision which
permits employees to contribute elective deferrals of up to 15% of their
eligible compensation, subject to certain Internal Revenue Code (the "Code")
limitations. Employees may make elective deferral contributions on the first day
of the month following the completion of one year of service.
The Plan also provides for an employer contribution to be determined solely at
the discretion of the Board of Directors of the Company in accordance with the
limitations prescribed by the Plan. For employer contributions, all employees
are eligible to benefit beginning the first day of the month following the
completion of one month of service. Effective January 1, 1993, the Company began
to match 20% of employee contributions not to exceed 3% of the employee's
compensation.
With the consent of the Committee and Trustee, an employee may request that the
Plan accept all or part of such employee's interest in another qualified plan or
individual retirement account.
8
<PAGE> 9
Such rollover contributions are maintained and invested by the Trustee in a
similar manner as other participant accounts. The Plan's provisions with respect
to rollover contributions were designed to comply with the applicable sections
of the Code.
Vesting
-------
Participants are immediately vested in their elective deferral contributions and
rollover contributions plus actual earnings thereon. Vesting in the remainder of
their accounts is based on years of service. A participant is vested based upon
a graduated schedule such that the participant is 100 percent vested after six
years of service or at the date of retirement, if earlier. If an employee
terminates employment prior to becoming 100 percent vested, his unvested portion
of employer contributions and interest thereon is forfeited.
Participant Direction of Investments
------------------------------------
The Plan provides that each participant or beneficiary may direct the investment
of his account balance among the following funds:
Investment options with CIGNA as of January 1, 1996 include the following:
Fidelity Income & Growth Fund
The Fidelity Income & Growth Fund is invested in a diversified
portfolio of equity and fixed-income securities.
Fidelity Magellan
The Fidelity Magellan is invested primarily in common stock and
securities convertible into common stocks of both domestic,
multinational and foreign companies. Current income is not a
consideration.
Guaranteed CIGNA Fund
The Guaranteed CIGNA Fund is invested primarily in commercial
mortgages and private bond placements. This fund has a full guarantee
by CIGNA against loss of principal and credited interest. This
interest rate is periodically reviewed and revised to reflect current
investment conditions.
9
<PAGE> 10
Life 20, 30, 40, 50 & 60 Funds ("CIGNA LIFETIME FUNDS")
The "CIGNA LIFETIME FUNDS" are a family of five distinct investment
portfolios structured to maximize return and minimize risk over a
specific time period based on the participant's approximate age. Each
fund is primarily invested in a diversified mix of stock and bond
funds, designed to fit the time horizons and risk tolerances of
investors at different stages of their lives.
Corrpro Companies, Inc. Common Stock Fund
The Corrpro Companies, Inc. Common Stock Fund is invested only in
common stock of the Company. Corrpro's 1996 Consolidated Financial
Statement contains a footnote which reads, in part
"In June 1995, the Company announced that earnings per
share for fiscal 1995 were expected to be substantially
below analysts' expectations, and in August the Company
restated its previously reported unaudited results for the
second and third quarters of fiscal 1995. Class action
litigation and shareholder derivative litigation were
commenced seeking substantial damages from the Company
and/or certain of its current and former directors and
officers. During September 1995, the class action
litigation was consolidated and an amended and consolidated
class action complaint was filed on behalf of a purported
class consisting of investors who purchased the Company's
Common Shares between June 1, 1994 and June 19, 1995. The
Company and its current or former directors and/or officers
remain the named defendants. The amended complaint alleges
claims under various sections of the Securities Exchange Act
of 1934 and Rule 10b-5, and common law fraud and negligent
misrepresentation. It asserts, among other things, that
defendants made false and misleading statements during the
class period in the Company's quarterly and annual reports
filed with the Securities and Exchange Commission ("SEC"),
press releases and periodic reports to shareholders which
are claimed to have materially overstated the Company's
assets, net income and projected net income. The amended
complaint seeks, on behalf of the purported class,
compensatory damages of tens of millions of dollars, as well
as punitive damages, prejudgment interest and costs.
Motions to dismiss the consolidated class action lawsuit and
the shareholder derivative action were filed in November
1995 and October 1995, respectively. On December 28, 1995,
the motion to dismiss the shareholder derivative action was
granted without prejudice. An appeal is pending. The
motions to dismiss the consolidated class action complaint
are still pending. The Company intends to continue to
defend itself vigorously in the class action litigation;
however, the ultimate outcome of the litigation cannot be
determined at present. As such, other than an accrual for
the cost of defense, no provision for liability, if any,
that may result has been made in the accompanying
consolidated financial statements. In addition, the Company
is cooperating in an investigation being conducted by the
SEC. Management is unable to assess at this time whether
the ultimate outcome of this litigation and investigation
will have a material adverse effect on the Company's
financial condition, results of operations and cash flows;
however, it is possible that events could occur in the
coming year that could affect the Company's ability to
estimate the impact of the above matters."
10
<PAGE> 11
20th Century Ultra Fund
The 20th Century Ultra Fund is invested primarily in common stocks of
medium-sized companies that meet certain technical and fundamental
criteria.
Vanguard Wellington Fund
The Vanguard Wellington Fund is invested in a diversified portfolio of
common stocks and bonds designed primarily to seek a conservation of
principal and a reasonable income return.
Warburg Pincus Advisor Emerging Growth Fund
The Warburg Pincus Advisor Emerging Growth Fund is invested primarily
in common stocks and securities of small-to medium-sized companies for
capital growth. Current income is not a consideration.
Warburg Pincus Advisor International Equity Fund
The Warburg Pincus Advisor International Equity Fund is invested
primarily in common stocks of companies that are generally non-U.S.
based. Current income is not a consideration.
Investment options available through NCB prior to the transfer of Plan assets to
CIGNA on January 2, 1996 included the following:
The Equity Fund consisted primarily of common stocks of large companies.
The Fixed Income Fund consisted primarily of U.S. Treasury and government agency
obligations and corporate bonds.
The Capital Preservation Fund consisted primarily of investments in guaranteed
investment contracts issued by major insurance companies and banks.
Currently, participating employees can elect to have their current contributions
invested in any of the funds available for employee contributions, or in any
combination of these funds on a daily basis in one percent increments.
Participating employees may also transfer amounts invested in any fund made
available for employee contributions on a daily basis in one percent increments.
11
<PAGE> 12
Participant Accounts
--------------------
A separate account is maintained for each participant in the Plan, reflecting
contributions, investments, investment gains and losses, distributions, loans,
withdrawals and transfers. Each participant's account is credited with the
participant's elective deferral contribution and an allocation of (a) the
employer contributions, (b) plan earnings, and (c) forfeitures of terminated
participants' nonvested accounts. Allocations are based on participants' account
balances, as defined in the Plan.
Realized and unrealized appreciation (depreciation) and market value changes of
investments and investment income of the Plan are allocated on a pro-rata basis
to the accounts of participants on a daily basis.
Allocation of Employer Contributions and Forfeitures to Participant
--------------------------------------------------------------------
Accounts
--------
Any portion of a participant's account which is forfeited shall be held by the
Trustee for one year prior to being allocated among active Plan participants. In
any given year, the employer contributions and forfeitures, if any, are
allocated by the Trustee at the rate which each eligible participant's
compensation for the year bears to the total compensation for the Plan year.
During 1996 and 1995, the Plan had forfeiture credits in the amounts of $21,471
and $3,816, respectively.
Plan Withdrawals and Distributions
----------------------------------
Upon termination of service or retirement, an employee may elect to receive
either a lump-sum amount equal to the value of his account or annual
installments upon approval by the Trustee. All withdrawals and disbursements are
subject to federal income tax upon receipt.
In situations of severe financial hardship, a participant may apply in writing
to the Committee for the distribution of his vested account balance. Such
hardship withdrawals may result in tax consequences to the employee as defined
in the Code.
12
<PAGE> 13
Termination Provisions
----------------------
The Company has the right under the Plan to discontinue its contributions any
time and to terminate the Plan subject to the provisions of ERISA. In the event
of the Plan's termination, participants will become immediately and fully vested
in their participant accounts.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
- -----------------------------------------
Basis of Accounting
-------------------
The accompanying financial statements are prepared on the accrual basis of
accounting.
Investments
-----------
The accompanying statement of net assets available for benefits reflect
investments at their market values as of March 31, 1996 and 1995. The Plan's new
trustee (CIGNA) maintains all records of investment transactions and determines
the valuation of the investment portfolio. Information with respect to: (1)
investments held and their market values as presented in the statements of
participants' equity and (2) unrealized appreciation and depreciation as
presented in the statements of changes in participants' equity has been
certified by the Plan's trustee as being complete and accurate.
Investments held by the Plan (other than the Company Stock Fund) under the
predecessor trustee (NCB) consist of units of participation in bank-administered
trust funds and are stated at fair value as determined by NCB. Securities traded
on a national securities exchange are valued at the last reported sales price on
the last business day of the plan year, and securities traded on the
over-the-counter market as well as listed securities for which no sale was
reported on that date are valued at fair value as determined by NCB based on
reported bid prices.
Security Transactions and Investment Income
-------------------------------------------
Purchases and sales of securities are reported on a trade date basis. Dividend
income is recorded on the ex-dividend date and interest income is recorded on
the accrual basis.
Proceeds from sales of securities, less market value at the beginning of the
Plan year or cost for purchases during the Plan year and net unrealized
appreciation (depreciation) based on market price fluctuations during the Plan
year or since date of acquisition, are included in the Statement of Changes in
Net Assets Available for Benefits.
13
<PAGE> 14
Plan Expenses
-------------
Fees of the trustee, legal counsel and auditors of the Plan are paid by the
Company and thus are not reflected in the accompanying financial statements.
Costs specific to various transactions are paid directly by the Plan and are
reflected in the accompanying statement.
Amounts Due to Terminated Participants
--------------------------------------
Participants' equity includes $259,545 (none at March 31, 1995) of amounts due
to terminated participants at March 31, 1996. These amounts are recorded as a
liability in the Plan's Form 5500; however, these amounts are not recorded as a
liability in the accompanying statement of net assets available for benefits in
accordance with generally accepted accounting principles.
The following table reconciles participants' equity per the accompanying
financial statements to the Form 5500 as filed by the Company for the year ended
March 31, 1996:
<TABLE>
<CAPTION>
Net Assets
Benefits Available
Payable to Benefits for Benefits
Participants Incurred March 31,1996
--------------------- --------------------- ---------------------------
<S> <C> <C> <C>
Per financial statements $ ---- $ 1,336,981 $ 7,701,950
Accrued benefit payments 259,545 259,545 (259,545)
--------------------- --------------------- ---------------------------
Per Form 5500 $ 259,545 $ 1,596,526 $ 7,442,405
===================== ===================== ===========================
</TABLE>
NOTE 3 - TAX STATUS:
- --------------------
The Internal Revenue Service determined and informed the Company by a letter
dated July 31, 1995, that the Plan is qualified under Section 401 (a) of the
Code as amended by the 1986 Tax Reform Act and is, therefore, not subject to tax
under present income tax law. Management anticipates that the Plan will continue
its status as a qualified plan.
NOTE 4 - LOANS TO PARTICIPANTS:
- -------------------------------
Participants may borrow up to fifty percent of their vested account balances
subject to a maximum of $50,000. All loans bear interest at market rates and are
secured by the vested account balances of the respective participants.
14
<PAGE> 15
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
has duly caused this annual report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
By: Corrpro Companies, Inc., as
Plan Administrator
Date: September 23, 1996 By: /s/ Neal R. Restivo
---------------------- ------------------------
Neal R. Restivo
Sr. Vice President and
Chief Financial Officer
15
<PAGE> 16
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
PLAN #011 EIN 34-1422570
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 31, 1996
<TABLE>
<CAPTION>
Units Market
Held Description Cost Value
---- ----------- ---- -----
Investments:
CIGNA
-----
<S> <C> <C> <C>
82,247 Guaranteed Income Fund 2,081,757 2,081,757
7,323 Lifetime 20 Fund 93,460 95,111
18,034 Lifetime 30 Fund 228,765 232,153
21,641 Lifetime 40 Fund 266,359 271,324
25,639 Lifetime 50 Fund 313,412 317,722
7,844 Lifetime 60 Fund 91,399 91,934
Separate Accounts
-----------------
13,542 Fidelity Growth and Income Fund 415,275 432,757
15,727 Vanguard Wellington Fund 416,144 427,370
6,890 Fidelity Magellan Fund 629,511 637,542
21,285 Twentieth Century Ultra Fund 607,324 612,419
6,626 Warburg Pincus Advisor Emerging Growth Fund 237,774 238,003
6,340 Warburg Pincus Advisor International Equity Fund 138,447 140,461
194,702 Corrpro Companies, Inc. Common Stock 1,101,132 1,502,429
------------------- ----------------
Total Investments 6,620,759 7,080,982
------------------- ----------------
Loans to Participants 417,466 417,466
Cash Equivalents - -
------------------- ----------------
Total 7,038,225 7,498,448
=================== ================
<FN>
Note: This schedule has been derived from information certified as complete and accurate by the Custodian in accordance with
Section 2520.103-5 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
</TABLE>
16
<PAGE> 17
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
PLAN #001 EIN 34-1422570
SCHEDULE OF TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE
CURRENT VALUE OF
PLAN ASSETS
ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED MARCH 31, 1996
(Category (iii) - A Series of Transactions Involving Securities of the Same
Issue that, when Aggregated Exceed 5% of the Current Value of Plan Assets as of
the Beginning of the Plan Year)
<TABLE>
<CAPTION>
Net
Identity of Description No. of No. of Purchase Selling Cost of Gain
Party Involved of Asset Purchases Sales Price Price Asset (Loss)
-------------- -------- --------- ----- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
National City Bank Equity Fund 5 16 $ 138,162 $ 2,563,082 $ 1,900,823 $ 662,259
National City Bank Fixed Income Fund 6 18 189,762 2,326,751 2,206,676 120,074
National City Bank Armada Money Market 34 34 2,717,573 2,717,573 2,717,573 -
Armada Money Market - DISC 29 34 2,427,253 2,428,949 2,428,949 -
National City Bank Capital Preservation Fund 13 15 259,435 1,097,870 1,097,870 -
National City Bank Federated Trust for US 90 78 3,195,152 3,200,614 3,200,614 -
Treasury Obligations
Corrpro Companies, Inc. Common Stock 3 6 176,980 359,972 379,234 (19,262)
Connecticut General Life Twentieth Century Ultra 6 1 607,324 62 63 (1)
Connecticut General Life Fidelity Magellan 6 2 629,511 1,585 1,585 -
Connecticut General Life Guaranteed Income 6 1 2,063,569 5,547 5,547 -
<FN>
Note: This schedule has been derived from information certified as complete and accurate by the Custodian in accordance with
Section 2520.103-5 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
</TABLE>
17
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-74814) of our report dated September 13, 1996
appearing on page 3 of the financial statements of the Corrpro Companies, Inc.
Profit Sharing Plan and Trust on Form 11-K for the year ended March 31, 1996.
PRICE WATERHOUSE LLP
Cleveland, Ohio
September 23, 1996
18
