<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, 2000.
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
-----------------------------
TABLE OF CONTENTS
-----------------
PAGE
----
Independent Auditors' Report 3
Statements of Net Assets Available for Benefits 4
Statements of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes 13
Independent Auditors' Consent 14
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
INDEPENDENT AUDITORS' REPORT
----------------------------
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 (Plan), as of March
31, 2000 and 1999 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 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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
March 31, 2000 and 1999 and the changes in net assets available for benefits for
the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purpose as of March 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG LLP
Cleveland, Ohio
September 19, 2000
3
<PAGE> 4
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
March 31,
2000 1999
----------------- -----------------
<S> <C> <C>
ASSETS:
Investments:
Guaranteed investments $ 3,053,511 $ 2,906,303
Mutual funds 12,539,314 9,618,389
Common stock 1,253,022 2,558,879
Participant loans 591,770 443,850
----------------- -----------------
17,437,617 15,527,421
----------------- -----------------
Contributions receivable:
Participants' 142,193 141,889
Employer 67,191 34,052
Accrued interest 3,638 2,597
----------------- -----------------
Total receivables 213,022 178,538
----------------- -----------------
NET ASSETS AVAILABLE FOR BENEFITS $ 17,650,639 $ 15,705,959
================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended March 31,
2000 1999
----------------- ------------------
<S> <C> <C>
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investment $ 654,771 $ 1,008,319
Interest 192,485 170,674
Other 747 33,069
----------------- ------------------
Total investment income 848,003 1,212,062
----------------- ------------------
Contributions
Participant 2,079,276 1,693,853
Employer 957,616 402,641
----------------- ------------------
3,036,892 2,096,494
----------------- ------------------
Total Additions 3,884,895 3,308,556
----------------- ------------------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 1,912,011 1,199,331
Administrative expenses 28,204 13,577
----------------- ------------------
Total deductions 1,940,215 1,212,908
----------------- ------------------
Net increase 1,944,680 2,095,648
Net assets available for benefits:
Beginning of year 15,705,959 13,610,311
End of year ----------------- ------------------
$17,650,639 $15,705,959
================= ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
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 and restated on April 1, 1999 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, as amended. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
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 limitations under the Internal Revenue
Code of 1986, as amended (the "Code"). Employees may make elective deferral
contributions on the first day of the month following the completion of 30 days
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. For the fiscal year 2000, the Company
matched 100% on the first 3% of a participant's contribution and 50% on the next
2% of a participant's contribution. For the fiscal year 1999, the Company
matched 50% of the first 4% of the employee's contribution.
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. 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.
6
<PAGE> 7
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% vested after six years of
service or at the date of retirement, if earlier. Effective April 1, 1999, a new
vesting schedule was adopted whereby current employee participants will
immediately become 100% vested in matching contributions. If an employee
terminates employment prior to becoming 100% 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 their account balance among the following funds:
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.
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.
Fidelity Growth & Income Fund
The Fidelity Growth & Income Fund is invested in a diversified
portfolio of equity and fixed-income securities.
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.
Fidelity Magellan
7
<PAGE> 8
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.
Twentieth Century Ultra Fund
The Twentieth Century Ultra Fund is invested primarily in common stocks
of medium-sized companies that meet certain technical and fundamental
criteria.
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.
Corrpro Companies, Inc. Common Stock Fund
The Corrpro Companies, Inc. Common Stock Fund is invested only in
common stock of the Company.
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.
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.
8
<PAGE> 9
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.
Plan Withdrawals and Distributions
----------------------------------
Upon termination of service due to death, disability 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.
Termination Provisions
----------------------
The Company has the right under the Plan to discontinue its contributions at 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.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
Reclassifications
-----------------
Certain previously recorded amounts have been reclassified to conform with
current presentation.
9
<PAGE> 10
Investments
-----------
The accompanying statements of net assets available for benefits reflect
investments at their fair values as of March 31, 2000 and 1999. The Plan's
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.
The Plan has a guaranteed principal and interest contract, Guaranteed Income
Fund, with CIGNA. This contract is included in the financial statements at
contract value, which approximates fair value because it is fully
benefit-responsive. Contract value represents contributions made under the
contract, plus earnings, less Plan withdrawals and administrative expenses.
There are no reserves against contract value for credit risk of the contract
issuer or otherwise. The average yield and crediting interest rates were
approximately 4.9% for 2000 and 5.2% for 1999.
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 Statements of Changes in
Net Assets Available for Benefits.
Plan Expenses
-------------
Fees for 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 statements.
10
<PAGE> 11
NOTE 3 - INVESTMENTS:
The following presents investments that represent five percent or more of the
Plan's net assets.
<TABLE>
<CAPTION>
MARCH 31,
--------------------------------
2000 1999
------------ ----------
<S> <C> <C>
CIGNA Guaranteed Income Fund $3,053,511 $2,906,303
Fidelity Growth and Income Fund 1,921,482 1,921,197
Vanguard Wellington Fund 917,880 1,094,654
Fidelity Magellan Fund 2,987,012 2,099,310
Twentieth Century Ultra Fund 3,002,462 1,977,576
Warburg Pincus Emerging Growth Fund 921,942 468,689
Corrpro Companies, Inc. Common Stock 1,253,022 2,558,879
Other (including participant loans of $591,770 and
$443,850 respectively) 3,380,306 2,500,813
------------ -----------
$17,437,617 $15,527,421
============ ===========
</TABLE>
NOTE 4 - TAX STATUS:
-------------------
The Internal Revenue Service has determined and informed the Company by a letter
dated July 31, 1995, that the Plan and related Trust are designed in accordance
with the applicable sections of the Internal Revenue Code (IRC). The Plan has
been amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
NOTE 5 - 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.
11
<PAGE> 12
NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
------------------------------------------------------------
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500 as of March 31, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Net assets available for plan benefits per financial
statements $17,650,639 $15,709,959
Amounts allocated to receivables (213,022) (178,538)
----------- -----------
Net assets available for plan benefits per Form 5500 $17,437,617 $15,527,421
=========== =============
</TABLE>
The following is a reconciliation of income per the financial statements to the
Form 5500 as of March 31, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Income per financial statements $3,884,895 $3,308,556
Add accrued receivables beginning of year 178,538 213,311
Less accrued receivables end of year 213,022 178,538
---------- ----------
Income per Form 5500 $3,850,411 $3,343,329
========== ==========
</TABLE>
12
<PAGE> 13
<TABLE>
<CAPTION>
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
PLAN #001 EIN 34-1422570
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 31, 2000
(c)
(b) Description of investment including maturity date,
(a) Identity of issue, borrower, lessor, or similar party rate of interest, collateral, par or maturity value
--- ----------------------------------------------------- ---------------------------------------------------
<S> <C> <C>
* CIGNA Guaranteed Income Fund Guaranteed Insurance Contract, 4.9 % interest rate
* CIGNA Lifetime20 Fund Mutual Fund
* CIGNA Lifetime30 Fund Mutual Fund
* CIGNA Lifetime40 Fund Mutual Fund
* CIGNA Lifetime50 Fund Mutual Fund
* CIGNA Lifetime60 Fund Mutual Fund
* Fidelity Growth and Income Fund Mutual Fund
* Vanguard Wellington Fund Mutual Fund
* Fidelity Magellan Fund Mutual Fund
* Twentieth Century Ultra Fund Mutual Fund
* Warburg Pincus Emerging Growth Fund Mutual Fund
* Warburg Pincus Advisor International Equity Fund Mutual Fund
* Corrpro Companies, Inc. Common Stock Common Stock
* Participants Participants loans with various rates of interest
from 7.00% to 9.50% and various maturity dates
</TABLE>
<TABLE>
<CAPTION>
CORRPRO COMPANIES, INC.
PROFIT SHARING PLAN AND TRUST
PLAN #001 EIN 34-1422570
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 31, 2000
(b) (d) (e)
(a) Identity of issue, borrower, lessor, or similar party Cost Current Value
--- ----------------------------------------------------- ---- -------------
<S> <C> <C> <C>
* CIGNA Guaranteed Income Fund $ 3,053,511 $ 3,053,511
* CIGNA Lifetime20 Fund 189,477 247,048
* CIGNA Lifetime30 Fund 324,822 482,612
* CIGNA Lifetime40 Fund 485,220 687,772
* CIGNA Lifetime50 Fund 426,399 585,178
* CIGNA Lifetime60 Fund 134,748 169,354
* Fidelity Growth and Income Fund 1,403,402 1,921,482
* Vanguard Wellington Fund 736,838 917,880
* Fidelity Magellan Fund 1,956,309 2,987,012
* Twentieth Century Ultra Fund 1,761,070 3,002,462
* Warburg Pincus Emerging Growth Fund 647,883 921,942
* Warburg Pincus Advisor International Equity Fund 487,696 616,572
* Corrpro Companies, Inc. Common Stock 1,673,642 1,253,022
* Participants
** 591,770
</TABLE>
* Party in Interest
** Cost of Participants loans are $0 as indicated in the instructions
See accompanying Independent Auditor's Report
13
<PAGE> 14
INDEPENDENT AUDITORS' CONSENT
-----------------------------
To the Board of Directors
Corrpro Companies, Inc.:
We consent to incorporation by reference in the Registration Statement (No.
33-74814) on Form S-8 of Corrpro Companies, Inc. pertaining to the Profit
Sharing Plan and Trust of Corrpro Companies, Inc. of our report dated September
19, 2000, with respect to the financial statements and schedule of the Corrpro
Companies, Inc. Profit Sharing Plan and Trust included in this Annual Report on
Form 11-K for the year ended March 31, 2000.
KPMG LLP
Cleveland, Ohio
September 25, 2000
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 27, 2000 By: /s/ Neal R. Restivo
------------------- ------------------------
Neal R. Restivo
Executive Vice President and
Chief Financial Officer
15
