<PAGE>   1

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(MARK ONE)
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
[X]                  OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 1998
                                       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
                     ----                                    ----------
        (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

      1090 ENTERPRISE DRIVE, MEDINA, OHIO                      44256
      -----------------------------------                      -----
   (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
    -------------------------------                          ----
           (TITLE OF CLASS)                            (TITLE OF CLASS)

                             NEW YORK STOCK EXCHANGE
                             -----------------------
                   (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 $89,210,000 at May 26, 1998. (The aggregate
market value has been computed using the closing market price of the stock as
reported by the New York Stock Exchange on May 26, 1998.)

                                    7,950,138
                                    ---------
       (Number of shares of common stock outstanding as of May 26, 1998. This
amount reflects the five-for-four stock split that will be effected via a stock
dividend payable June 19, 1998 to shareholders of record as of June 5, 1998)

                       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,
1998, 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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                                       1
<PAGE>   2


                                     PART I

ITEM 1.  BUSINESS

         Corrpro Companies, Inc. was founded in 1984 and organized under the
laws of the State of Ohio. References herein to "Corrpro" or to the "Company"
are to Corrpro Companies, Inc. and its subsidiaries unless the context indicates
otherwise.

         The Company operates in one industry segment which consists of
providing corrosion control engineering and monitoring services, systems and
equipment to the infrastructure, environmental and energy markets. Within the
corrosion control market, Corrpro has a specialty in the design, manufacture and
application of cathodic protection systems. Cathodic protection is an
electrochemical process which prevents corrosion in new structures and mitigates
the corrosion process in existing structures. 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. Due to its ability to mitigate corrosion, cathodic
protection can provide a cost effective alternative to replacement of corroding
structures.

         The Company has expanded its presence in the domestic and international
corrosion control markets through internal growth and the following
acquisitions: Corrosion Engineering and Research Company (CERCO) (fiscal 1987);
PSG Corrosion Engineering, Inc. (PSG) (fiscal 1988); Ocean City Research
Corporation (OCR) (fiscal 1988); Harco Technologies Corporation (Harco) (fiscal
1990); Commonwealth Seager Group (CSG) (fiscal 1994); the assets of Good-All
Electric, Inc. (Good-All) (fiscal 1994); UCC Corporation (UCC) (fiscal 1994);
The Wilson Walton Group Limited (WWGL) (fiscal 1994); Rohrback Cosasco Systems,
Inc. (RCS) (fiscal 1995); certain of the assets of Thermal Reduction Company
(TRC) (fiscal 1995); and the assets of American Corrosion Services, Inc. (ACS)
(fiscal 1995). During fiscal 1995, the operations of TRC and ACS were combined
to form Corrtherm, Inc. (Corrtherm). In fiscal 1998, the Company acquired
Cathodic Protection Services Company (CPS). The effective date of the
acquisition was July 1, 1997.

RECENT DEVELOPMENTS

         On May 19, 1998, the Company announced that its Board of Directors
approved a five-for-four stock split of the Company's common shares. The stock
split will be effected as a stock dividend payable on June 19, 1998 to
shareholders of record as of June 5, 1998. The stock split will increase
outstanding shares by approximately 1.6 million to approximately 7.9 million.
The Company's consolidated financial statements and other financial data
contained herein have been restated to reflect the stock split.

         On May 12, 1998, the Company announced that it has started to explore a
potential sale of its United Kingdom and Far East foundry operations. The
Company has retained an investment banker in the UK to help evaluate this       
potential divestiture. In addition, the Company is exploring the feasibility of
marketing its Corrtherm foundry operation in the U.S. along with the other
foundry operations. Corrtherm is currently being reported as a discontinued
operation in the Company's consolidated financial statements.

GENERAL

         The Company's operating units and a description of the products and
services they provide are described below:

         Corrpro Services and Products. The Corrpro "core businesses" (which
includes all pre-fiscal 1994 acquisitions as well as CPS) offer services which
include contract research in various areas of corrosion control, cathodic
protection engineering services and general corrosion engineering services
associated with failure analysis, metallurgical problems and material selection.
This operating unit maintains advanced corrosion 



                                       2
<PAGE>   3


research and testing laboratories in order to analyze the scope of a corrosion
problem and to recommend appropriate methods of corrosion control. The
engineering services are provided to private sector customers in the aerospace,
defense, marine, chemicals, petroleum and utilities industries and to
governmental entities in connection with water treatment and delivery systems,
marine vessels, transit systems, weapons and infrastructure assets. This sector
also sells material and equipment in conjunction with its services, and often
sells these products to other engineering and construction firms in connection
with corrosion control projects. Products sold include various cathodic
protection anodes, rectifier units and instrumentation, computer hardware and
software for monitoring corrosion, and accessory products. An additional service
offered includes combining the design, manufacture, installation and maintenance
of cathodic protection systems to customers who desire a "turnkey" response to
their corrosion protection needs. This operating unit also provides services for
the prevention of corrosion on the internal surfaces of water storage tanks and
waste water treatment equipment. These services are provided to municipal,
state, and federal government agencies and industrial customers. In total,
Corrpro core businesses' services and products accounted for approximately 49%,
45% and 46% of the Company's revenues during fiscal 1998, 1997 and 1996,
respectively.

         Corrpro Canada, Inc. (Corrpro Canada) Services and Products. This
operating unit resulted from the combination of CSG and UCC during fiscal 1995.
Corrpro Canada offers a combination of expertise in engineering, construction
and product supply in cathodic protection. In addition, this operating unit
provides material and equipment to customers in the oil and gas industry with
its primary focus on the needs of pipeline operators. Corrpro Canada also
specializes in pipeline integrity issues, and designs internal inspection
programs that are used to detect corrosion and pipe weld flaws, clean pipelines,
and confirm pipeline orientation. This operating unit accounted for
approximately 12%, 15% and 16% of the Company's revenues during fiscal 1998,
1997 and 1996, respectively.

         Good-All Products. This operating unit designs and manufactures power
supplies (rectifiers) and junction, monitoring and control boxes for use in the
impressed current cathodic protection process. In addition, Good-All
manufactures a line of battery chargers for the utility (power,
telecommunication and gas) market. This operating unit accounted for
approximately 2%, 3% and 2% of the Company's revenues during fiscal 1998, 1997
and 1996, respectively.

         WWGL Services and Products. This operating unit provides corrosion
engineering services and equipment supply primarily to the marine, offshore and
industrial markets. In the marine market, this operating unit manufactures and
supplies cathodic protection systems for hulls and ballast tanks on new ships
and those which are in need of repair. In the offshore market, it provides
cathodic protection equipment for new and existing subsea pipelines, offshore
drilling rigs and production platforms. Having manufacturing and distribution
centers in Europe, the Middle East and Asia enables it to serve many of the
world's major offshore oil production areas. WWGL offers electrolytic
antifouling systems for use on water inlets, electrolytic descaling systems for
marine vessel ballast tanks and corrosion control monitoring systems. In the
industrial market, it offers corrosion engineering, cathodic protection
equipment and installation services. Wilson Walton UK (WWUK) is an ISO 9001
certified company. This operating unit accounted for approximately 29%, 28% and
26% of the Company's revenues during fiscal 1998, 1997 and 1996, respectively.

         RCS Services and Products. This operating unit provides corrosion
engineering services and equipment supply for monitoring internal corrosion on
gas and liquid pipelines, storage vessels, well casings and refining and process
equipment. RCS's CORROSOMETER(R), CORRATER(R), and COSASCO(R) lines of
instruments, probes, fittings and accessories are industry accepted standards
for internal corrosion monitoring. RCS also offers B-Scan ultrasonic inspection
services, utilizing the patented TMI-150 system, which provides real-time, hard
copy and electronically stored integrity analyses of underground and aboveground
storage tanks, pressure vessels, pulp and paper digesters, pipelines, boiler
tubing and other related assets. RCS is an ISO 9001 certified company. This
operating unit accounted for approximately 8%, 9% and 10% of the Company's
revenues in fiscal 1998, 1997 and 1996, respectively.


                                       3
<PAGE>   4



         The Company markets its products and services primarily through its
sales personnel. The technical nature of its products and services requires a
highly trained, professional sales force, and, as a result, many of the sales
personnel have engineering or technical expertise and experience. Because of the
problem solving experience of its engineering staff, advice from the technical
personnel is regularly sought out by potential and existing customers, resulting
in business opportunities on an ongoing basis.

         The Company's products and services are marketed in the Middle East,
Asia, Europe and South America by sales personnel operating out of its Saudi
Arabia, Singapore, United Kingdom, Bahrain, UAE, Hong Kong, Indonesia, Portugal
and two U.S. offices. In addition, 95 independent, foreign sales representatives
are used to supplement the efforts of its direct sales force and to market its
services in other regions of the world. The independent sales representatives
earn commissions on sales which vary by product and service type. Certain
products (e.g., Good-All rectifiers and RCS materials) are marketed through
networks of both domestic and international distributors.

SOURCES AND AVAILABILITY OF RAW MATERIALS

         Certain of the Company's operations convert raw aluminum, zinc and
magnesium metals to anode castings. The Company is currently able to obtain
adequate quantities of these metals, however the availability of these metals
could be limited by market conditions.

PATENTS AND LICENSES

         The Company owns patents, patent applications and licenses relating to
certain of its products and processes. While the Company's rights under the
patents and licenses are of some importance to its operations, the Company's
businesses are not materially dependent on any one patent or license or on the
patents and licenses as a group.

SEASONAL TRENDS

         The Company's business is somewhat seasonal as winter weather can
adversely impact its operations in the northern U.S., Canada and the United
Kingdom. Therefore, the Company's revenues during the fourth quarter of its
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, 1998 no one customer accounted for more than 10% of the
Company's sales. The Company does not believe that the loss of any one customer
would have a materially adverse effect on its business.

         The Company sells products and services to the U.S. government and
agencies and instrumentalities thereof, including the U.S. Navy. Sales to these
customers accounted for approximately 3%, 4% and 5% of the Company's net sales
during fiscal 1998, 1997 and 1996, respectively. The Company's contracts with
the U.S. government contain standard provisions permitting the government to
terminate such contracts without cause. In the event of termination, the Company
is 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. The Company has no knowledge of any pending or threatened termination
of any of its material government contracts or subcontracts. In addition,
government procurement programs are subject to budget cutbacks and policy
changes that could alter the demand for the Company's products. Accordingly, the
Company's future sales to the government are subject to these budgetary and
policy changes.



                                       4
<PAGE>   5


BACKLOG

         The backlog of unshipped orders as of March 31, 1998, 1997 and 1996 was
approximately $63 million, $59 million and $82 million, respectively. Backlog is
generally represented by purchase orders that may be terminated under certain
conditions. However, the actual use of purchase orders by the Company's
customers as well as timing of the issuance of such purchase orders can vary
significantly. Accordingly, the Company does not believe backlog is a good
predictor of future revenue trends, as based on its recent experience, there is
not a direct correlation between changes in backlog and changes in revenue. The
increase in backlog between 1998 and 1997 is primarily the result of the CPS
acquisition. The decrease in backlog between 1997 and 1996 is primarily the
result of the performance of several large offshore projects at the Company's
Wilson Walton UK operation that were in backlog in fiscal 1996. The Company
estimates that, based on recent experience, approximately 70% of its backlog of
orders at March 31, 1998 will be filled during the fiscal year ending March 31,
1999.

COMPETITIVE CONDITIONS

         The Company competes principally on the basis of quality, technical
expertise, customer service and product innovation. Because many different types
of businesses use one or more of the methods of corrosion protection, the
corrosion control market includes many companies which could be considered
competitors, even though only a few of these companies offer the broad range of
corrosion control engineering services, systems and products offered by the
Company. Within the cathodic protection market, the Company faces competition
primarily from smaller domestic and international companies. The Company
believes that no other company currently offers the comprehensive services that
it provides, however, competition in all areas of the corrosion control industry
is likely to increase as the demand for corrosion control products and services
grows and more companies enter the market and expand the range of their
services. In that regard, the Company's competitors may in some cases have
substantially greater financial, technical and marketing resources than those of
the Company.

RESEARCH AND DEVELOPMENT

         The Company's 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
$694,000, $783,000, and $718,000 during fiscal years 1998, 1997 and 1996,
respectively.

GOVERNMENT REGULATIONS

         The Company believes that its current operations and its current uses
of property, plant and equipment conform in all material respects to applicable
laws and regulations. The Company has not experienced, nor does it anticipate,
any material claim or material capital expenditure in connection with
environmental laws and other regulations.

EMPLOYEES

         As of March 31, 1998 the Company had 1,107 employees (35 of whom
related to discontinued operations), 319 of whom were located outside the United
States.

FOREIGN OPERATIONS

         The Company's foreign subsidiaries generally conduct business in local
currency. In addition, foreign sales activities are 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.



                                       5
<PAGE>   6


ITEM 2.  PROPERTIES

         As of March 31, 1998, eight locations were owned by the Company and
approximately fifty locations were leased from unrelated third parties. Certain
property locations may contain multiple operations, such as an office and
warehouse facility.

The real properties owned by the Company are: its corporate headquarters located
in Medina, Ohio (8,000 sq. ft.); an office and manufacturing facility located in
Medina, Ohio (64,000 sq. ft.); an office and warehouse facility located in
Schaumburg, Illinois (10,000 sq. ft.); two office and warehouse facilities
located in Edmonton, Alberta (42,000 sq. ft.); an office and warehouse facility
located in Estevan, Saskatchewan (4,000 sq. ft.); and an office, manufacturing
and warehouse facility located in Stockton-on-Tees, UK (34,000 sq. ft.). The
principal real properties (over 5,000 sq. ft. of floor space) leased by the
Company from unrelated third parties are: an office and warehouse facility
located in Glendale, Arizona; an office and warehouse facility located in
Hayward, California; an office and warehouse facility located in Decatur,
Georgia; an office facility located in Ocean City, New Jersey; an office and
warehouse facility located in West Chester, Pennsylvania; an office and
warehouse facility located in Houston, Texas; an office, manufacturing and
warehouse facility located in Santa Fe Springs, California; an office,
manufacturing and warehouse facility located in Belle Chasse, Louisiana which is
included in net assets held for sale on the consolidated balance sheets; an
office and warehouse facility located in Billings, Montana; an office and
warehouse facility located in Liberal, Kansas; an office and warehouse facility
located in Metairie, Louisiana; an office and warehouse in Midland, Texas;
office, manufacturing and warehouse facilities in Sand Springs, Oklahoma; an
office and warehouse facility in Union, New Jersey; an office and manufacturing
facility located in Sharjah, UAE; an office facility located in Singapore; a
manufacturing facility in Johor Baharu, Malaysia; an office and warehouse
facility in Jakarta, Indonesia; and an office, manufacturing and warehouse
facility in Dammam, Saudi Arabia.

         The Company considers the properties owned or leased by it to be
generally sufficient to meet its requirements for office, manufacturing and
warehouse space. With the exception of its manufacturing facility in
Stockton-on-Tees, the Company does not consider any one of its properties to be
material, since it believes that if it becomes necessary or desirable to
relocate any of its office, manufacturing and warehouse facilities, other
suitable properties could be found.

ITEM 3.  LEGAL PROCEEDINGS

         As previously reported, in June 1995 the Company announced that its
earning per share for fiscal 1995 were expected to be substantially below
analysts' expectations, and in August 1995 the Company restated its previously
reported results for the second and third quarters of fiscal 1995.  The Company
cooperated in an ensuing investigation by the Securities and Exchange 
Commission ("SEC") and has offered to enter into an agreement with the SEC
pursuant to which the Company would, without admitting or denying SEC findings,
agree to an order to cease and desist from committing or causing violations of
the reporting, records and accounting systems and control requirements under the
federal securities laws.  The Company's offer has not yet been approved by the
SEC.  In the opinion of management, the ultimate resolution of this matter will
not materially affect future operations, the financial position or cash flows
of the Company.

         The Company is not involved in any other material litigation; however,
the Company is involved in routine litigation incidental to its business.

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 1998.


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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.

<TABLE>
<CAPTION>
EXECUTIVE OFFICER                        AGE                        RECENT BUSINESS EXPERIENCE
-----------------                        ---                        --------------------------

<S>                                      <C>           <C>
Joseph W. Rog                            58            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                         43            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.                   54            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                           48            Executive Vice President since April 1993 and Senior Vice President
                                                       since the Company's formation in 1984.

Barry W. Schadeck                        47            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.

David M. Hickey                          52            Executive Vice President of Manufacturing and International
                                                       Operations since June 1995. Prior to that, Mr. Hickey was
                                                       President of Rohrback Cosasco Systems, Inc., a wholly-owned
                                                       subsidiary of MascoTech, Inc. Rohrback Cosasco Systems, Inc.
                                                       was acquired by the Company in August 1994.

Neal R. Restivo                          38            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.

Mozelle T. Jackson                       31            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.

</TABLE>


                                       7
<PAGE>   8


<TABLE>
<S>                                      <C>           <C>

John D. Moran                            40            General Counsel and Assistant Secretary since December 1996. 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.
</TABLE>


                                     PART II

ITEM 5.        MARKET FOR COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER 
               MATTERS

PRICE RANGE OF COMMON SHARES

         The Company's Common Shares have been listed on the New York Stock
Exchange ("NYSE") since September 30, 1993 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.

<TABLE>
<CAPTION>
                               FISCAL 1998                   FISCAL 1997
                               -----------                   -----------
                           HIGH             LOW          HIGH             LOW
                           ----             ---          ----             ---

<S>                     <C>             <C>           <C>             <C>    
First Quarter           $  8.00         $  6.70       $  8.20         $  5.80
Second Quarter            10.35            7.50          7.10            6.10
Third Quarter             12.20            9.80          7.60            5.80
Fourth Quarter            11.90           10.40          8.20            7.20
</TABLE>

The above information reflects the five-for-four stock split that will be 
effected via a stock dividend payable June 19, 1998 to shareholders of record
as of June 5, 1998.

HOLDERS OF RECORD

         On May 26, 1998, there were 253 holders of record of the Company's
Common Shares.

DIVIDENDS

         In recent years, the Company has not paid any cash dividends on its
Common Shares. The Company currently anticipates that it will retain all future
earnings for use in its business and does not anticipate paying any cash
dividends in the foreseeable future. Provisions within the Company's domestic
bank credit agreement and Senior Note Indenture limit the Company's ability to
pay cash dividends.



                                       8
<PAGE>   9


ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                         FISCAL YEAR ENDED MARCH 31,
                                                                         ---------------------------
                                                         1998         1997         1996          1995          1994        1993
                                                         ----         ----         ----          ----          ----        ----
                                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                    <C>         <C>           <C>           <C>           <C>          <C>    
STATEMENT OF INCOME DATA:
Revenues                                               $172,653    $ 139,604     $ 127,773     $ 118,515     $ 69,536     $50,075
Cost of sales                                           121,337       97,813        94,609        82,118       45,833      33,054
                                                       --------    ---------     ---------     ---------     --------     -------
Gross profit                                             51,316       41,791        33,164        36,397       23,703      17,021
Selling, general and administrative expenses             37,396       30,421        31,322        29,557       16,206      12,493
Unusual items                                                --        1,700         4,368            --        1,622          --
                                                       --------    ---------     ---------     ---------     --------     -------
Operating income (loss)                                  13,920        9,670        (2,526)        6,840        5,875       4,528
Interest expense                                          2,434        1,696         1,937           888          887       1,328
                                                       --------    ---------     ---------     ---------     --------     -------
Income (loss) from continuing operations before
  income taxes, extraordinary charge and
  cumulative effect of change in accounting
  principle                                              11,486        7,974        (4,463)        5,952        4,988       3,200
Income tax provision (benefit)                            4,595        3,167        (1,056)        2,661        2,282       1,200
                                                       --------    ---------     ---------     ---------     --------     -------
Income (loss) from continuing operations before
  extraordinary charge and cumulative effect of
  change in accounting principle                          6,891        4,807        (3,407)        3,291        2,706       2,000
Discontinued operations:
     Loss from operations, net of tax benefit                --       (1,037)       (1,735)         (455)          --          --
     Loss on disposal, net of tax benefit                    --       (3,960)           --            --           --          --
Extraordinary charge, net of tax benefit                     --           --           (70)           --         (102)         --
Cumulative effect on prior years of change
  in accounting principle                                    --           --            --            --          136          --
                                                       --------    ---------     ---------     ---------     --------     -------
Net income (loss)                                      $  6,891    $    (190)    $  (5,212)    $   2,836     $  2,740     $ 2,000
                                                       ========    =========     =========     =========     ========     =======
EARNINGS PER SHARE - BASIC:
Income (loss) from continuing operations before
  extraordinary charge                                 $   0.85    $    0.58     $   (0.44)    $    0.46     $   0.73     $  0.87
Discontinued operations:
     Loss from operations, net of tax benefit                --        (0.12)        (0.22)        (0.06)          --          --
     Loss on disposal, net of tax benefit                    --        (0.48)           --            --           --          --
Extraordinary charge, net of tax benefit                     --           --         (0.01)           --        (0.03)         --
Cumulative effect of change in accounting
  principle                                                  --           --            --            --         0.04          --
                                                       --------    ---------     ---------     ---------     --------     -------
Net income (loss)                                      $   0.85    $   (0.02)    $   (0.67)    $    0.40     $   0.74     $  0.87
                                                       ========    =========     =========     =========     ========     =======
Weighted average number of Common Shares
  outstanding - Basic (1)                                 8,155        8,266         7,764         7,164        3,681       2,291

EARNINGS PER SHARE - DILUTED:
Income (loss) from continuing operations before
  extraordinary charge                                 $   0.81    $    0.57     $   (0.44)    $    0.39     $   0.53     $  0.65
Discontinued operations:
     Loss from operations, net of tax benefit                --        (0.12)        (0.22)        (0.05)          --          --
     Loss on disposal, net of tax benefit                    --        (0.47)           --            --           --          --
Extraordinary charge, net of tax benefit                     --           --         (0.01)           --        (0.02)         --
Cumulative effect of change in accounting
  principle                                                  --           --            --            --         0.03          --
                                                       --------    ---------     ---------     ---------     --------     -------
Net income (loss)                                      $   0.81    $   (0.02)    $   (0.67)    $    0.34     $   0.54     $  0.65
                                                       ========    =========     =========     =========     ========     =======
Weighted average number of Common Shares
  outstanding - Diluted  (1)                              8,468        8,486         7,764         8,334        5,034       3,085

                                                                                        MARCH 31,
                                                                                        ---------
                                                         1998         1997         1996          1995          1994        1993
                                                         ----         ----         ----          ----          ----        ----

BALANCE SHEET DATA:
Working capital, excluding net assets held for sale    $ 51,078    $  35,082     $  30,358     $  31,229     $ 20,441     $ 8,526
Total assets                                            136,275      106,918       107,398       108,758       67,858      21,880
Long-term debt, net of current portion                   47,695       25,635        26,616        25,869       21,492      10,700
Minority interest                                           469          473           502         4,067        4,022          --
Shareholders' equity                                     57,961       54,676        54,281        56,060       24,301       2,814

<FN>
(1)     Weighted average shares reflect the five-for-four stock split that will be effected via a stock dividend payable
        June 19, 1998 to shareholders of record as of June 5, 1998.
</TABLE>


                                       9
<PAGE>   10


ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
              RESULTS OF OPERATIONS

GENERAL

         Effective July 1, 1997, the Company acquired all the outstanding shares
of capital stock of CPS. The acquisition has been accounted for using the
purchase method of accounting and the results of CPS have been included in the
Company's results since the effective date.

         The integration of CPS' operations into Corrpro is essentially complete
and the Company has been able to take advantage of synergies and consolidation
opportunities that existed between the two companies. Five of CPS' offices were
located in cities where Corrpro also had facilities. In each of these cities,
the Company physically merged the operations in order to reduce overhead and
administrative costs. The Company's integration plans also included the
consolidation of CPS' corporate and administrative functions into Corrpro's. The
results attributable to CPS are not separable due to the integration of CPS'
operations into Corrpro.

         This document 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. Factors that might affect such forward-looking
statements include the Company's mix of products and services, timing of jobs,
the availability and value of larger jobs, the impact of weather on the
Company's operations and the Company's ability to successfully integrate
acquired businesses in a timely manner.

         During March 1997, the Company adopted a formal plan to sell its
Corrtherm operations. Corrtherm is reported as a discontinued operation and its
net assets and results of operations are reported separately in the consolidated
financial statements. The process of selling Corrtherm is on-going.


OPERATING RESULTS OF THE COMPANY

YEAR ENDED MARCH 31, 1998 COMPARED TO YEAR ENDED MARCH 31, 1997

  REVENUES

         Revenues for fiscal 1998 totaled $172.7 million compared with $139.6
million for fiscal 1997, an increase of 23.7%. The fiscal 1998 revenues include
the results of CPS, which was acquired effective July 1, 1997. The results of
CPS are no longer separable due to the integration of CPS' operations. Excluding
the impact of the CPS acquisition, management estimates that revenues increased
approximately 10%.

         During fiscal 1998, approximately 51% of the Company's revenues related
to services and 49% related to product sales. In fiscal 1997, approximately 48%
of the Company's revenues related to services and 52% related to product sales.

         Revenues from services increased approximately $21.1 million or 31.3%
as a result of the CPS acquisition as well as growth at the domestic core
businesses, RCS and the international operations in Europe and the Middle East.
The Company has continued to make progress in diversifying its international
operations' revenues more towards the service side of the business.




                                       10
<PAGE>   11


         Product revenues increased $11.9 million or 16.5%, which related, in
part, to CPS. The remainder of the increase in product revenues related to the
Company's European operations. The European operations continued to benefit from
several large offshore projects, which had been in progress since fiscal 1997.

  GROSS PROFIT

         The Company's gross profit for fiscal 1998 totaled $51.3 million (or
29.7% of revenues) compared to $41.8 million (or 29.9% of revenues) for fiscal
1997, an increase in gross profit dollars of 22.8%.

         Gross profit related to services totaled $28.9 million (or 32.6% of
revenues) for fiscal 1998 compared to $23.3 million (or 34.5% of revenues) for
fiscal 1997, an increase in gross profit dollars of 24.2%. The lower service
margin percentages resulted primarily from mix differences between years. In
addition, as a result of the acquisition of CPS, the Company now has a larger
component of construction-related business, which typically has lower gross
profit margins than the other engineering services business.

         Gross profit related to product sales totaled $22.4 million (or 26.7%
of revenues) for fiscal 1998 compared to $18.5 million (or 25.7% of revenues)
for fiscal 1997, an increase in gross profit dollars of 21.0%. The improvement
in product margins related to the Company's European operations as well as RCS.
Gross profit margins at Good-All have been negatively impacted as the Company
has worked to return it to normal operating levels after the rectifier
operations were moved from Colorado to Ohio in late fiscal 1997.

  SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

         S,G&A expense for fiscal 1998 totaled $37.4 million (or 21.7% of
revenues) compared to $30.4 million (or 21.8% of revenues) for fiscal 1997, an
increase of 22.9%. The increase related to CPS as well as higher levels of
business activity.

  UNUSUAL ITEMS

         During fiscal 1997, the Company recorded a net unusual charge totaling
$1.7 million. The unusual charge included a $2.4 million charge related to the
final settlement of the securities and class action and shareholder derivative
lawsuits filed in 1995, offset by a $0.7 million gain on the sale of a small
non-core business recorded during the fourth quarter.

  OPERATING INCOME

         Operating income for fiscal 1998 totaled $13.9 million compared with
$9.7 million during fiscal 1997, an increase of 44.0%. The fiscal 1997 results
included an unusual charge of $1.7 million. Excluding the impact of the
prior-year unusual charge, operating income increased 22.4% between years.

  INTEREST EXPENSE

         Interest expense for fiscal 1998 totaled $2.4 million compared to $1.7
million for fiscal 1997. The increase relates primarily to increased borrowings
in connection with the CPS acquisition.

  INCOME TAX PROVISION

         The Company recorded a provision for income taxes of $4.6 million for
fiscal 1998 compared to $3.2 million for fiscal 1997. The effective tax rate for
fiscal 1998 was 40.0% compared to 39.7% for fiscal 1997. See Note 6 to Notes to
Consolidated Financial Statements for reconciliation of the Company's effective
tax rates.


                                       11
<PAGE>   12



  INCOME FROM CONTINUING OPERATIONS

         Income from continuing operations for fiscal 1998 totaled $6.9 million,
compared with income of $4.8 million in fiscal 1997.

  DISCONTINUED OPERATIONS

         The Company's operating loss from discontinued operations for fiscal
1997 totaled $1.0 million. The Company also recognized a loss on the disposal of
Corrtherm of $4.0 million, net of tax benefit in fiscal 1997.

  NET INCOME

         The Company had net income of $6.9 million for fiscal 1998 compared to
a net loss of $0.2 million for fiscal 1997.

YEAR ENDED MARCH 31, 1997 COMPARED TO YEAR ENDED MARCH 31, 1996

  REVENUES

         Revenues for fiscal 1997 totaled $139.6 million compared with $127.8
million for fiscal 1996, an increase of 9.3%. The increase was all internally
generated, as there were no acquisitions in either fiscal year. During fiscal
1997, approximately 48% of the Company's revenues related to services and 52%
related to product sales. In fiscal 1996, service and product sales represented
approximately 52% and 48%, respectively, of the Company's revenues.

         Revenues from services increased approximately $1.6 million or 2.4% as
the Company emphasized profitability over revenue growth. Fiscal 1996 service
revenues were negatively impacted during the fourth quarter by unusually severe
winter weather in parts of the U.S. and Canada, resulting in certain engineering
and construction projects being delayed to future periods.

         Product revenues increased $10.3 million or 16.6% primarily due to
growth at the Company's Wilson Walton UK operations as well as growth from the
Company's core businesses. Wilson Walton's results benefited from several large
offshore projects that were in process during fiscal 1997.

  GROSS PROFIT

         The Company's gross profit for fiscal 1997 totaled $41.8 million (or
29.9% of revenues) compared to $33.2 million (or 26.0% of revenues) for fiscal
1996, an increase in gross profit dollars of 26.0%.

         Gross profit related to services totaled $23.3 million (or 34.5% of
service revenues) for fiscal 1997 compared to $17.6 million (or 26.7% of service
revenues) for fiscal 1996, an increase in gross profit dollars of 32.2%. The
improvement in service margins is primarily the result of the pricing
disciplines effected during fiscal 1996. The full benefit of these were realized
in fiscal 1997. During fiscal 1996, the Company completed a number of lower
margin jobs and orders which were in the backlog at the beginning of the fiscal
year.

         Gross profit related to product sales totaled $18.5 million (or 25.7%
of product sales) for fiscal 1997 compared to $15.6 million (or 25.2% of product
sales) for fiscal 1996, an increase in gross profit dollars of 19.0%.


                                       12
<PAGE>   13



  SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

         S,G&A expense for fiscal 1997 totaled $30.4 million (or 21.8% of
revenues) compared to $31.3 million (or 24.5% of revenues) for fiscal 1996, a
decrease of 2.9%. The decrease is primarily due to the cost reduction measures
implemented in fiscal 1996.

  UNUSUAL ITEMS

         During fiscal 1997, the Company recorded a net unusual charge totaling
$1.7 million. The unusual charge includes a $2.4 million charge related to the
final settlement of the securities and class action and shareholder derivative
lawsuits filed in 1995, offset by a $0.7 million gain on the sale of a small
non-core business recorded during the fourth quarter. During fiscal 1996, the
Company recorded unusual charges totaling $4.4 million. Such charges consisted
primarily of litigation-related legal expenses as well as costs associated with
the consolidation of facilities.

  OPERATING INCOME (LOSS)

         Operating income for fiscal 1997 totaled $9.7 million compared with an
operating loss of $2.5 million during fiscal 1996. The increase is attributable
to higher gross margins and a reduction in S,G&A expense. The current year
results include a net unusual charge of $1.7 million. The fiscal 1996 operating
loss included a $4.4 million unusual charge. Excluding the impact of the unusual
items, operating income for fiscal 1997 increased 517% over fiscal 1996 results.

  INTEREST EXPENSE

         Interest expense for fiscal 1997 totaled $1.7 million compared to $1.9
million for fiscal 1996. The decrease is primarily attributable to the paydown
of long-term debt and a decrease in the average interest rate.

  INCOME TAX PROVISION (BENEFIT)

         The Company recorded a provision for income taxes of $3.2 million for
fiscal 1997 compared to a benefit of $1.1 million for fiscal 1996. The effective
tax rate for fiscal 1997 was 39.7% compared to (23.7)% for fiscal 1996. See Note
6 to Notes to Consolidated Financial Statements for reconciliation of the
Company's effective tax rates.

  INCOME (LOSS) FROM CONTINUING OPERATIONS

         Income from continuing operations for fiscal 1997 totaled $4.8 million,
compared with a loss of $3.4 million in fiscal 1996.

DISCONTINUED OPERATIONS

         The Company's operating loss from discontinued operations totaled $1.0
million in fiscal 1997 compared to $1.7 million in fiscal 1996. During fiscal
1997, the Company recorded a $4.0 million charge (net of tax benefit) relating
to the decision to sell Corrtherm.


                                       13
<PAGE>   14



  NET LOSS

         The Company incurred a net loss of $0.2 million for fiscal 1997
compared to a net loss of $5.2 million for fiscal 1996. The fiscal 1996 net loss
includes a $0.1 million extraordinary charge related to the early retirement of
bank debt.

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 1998, the Company had working capital (excluding net
assets held for sale), of $51.1 million compared to $35.1 million at March 31,
1997, an increase of $16.0 million or 45.6%. Approximately $5.7 million of this
increase related to the acquisition of CPS. The remainder of the increase
results primarily from a higher cash balance and higher inventory levels. The
increased inventory level is due, in part, to the acquisition of CPS. Excluding 
the impact of CPS, receivables remained relatively flat. During fiscal 1998,
the Company generated cash flow from operations of $6.5 million.

         Cash used for investing activities totaled $17.6 million during fiscal
1998 and included $2.6 million of net capital expenditures and $15.0 million
related to the acquisition of CPS. Cash generated by financing activities
totaled $17.4 million during fiscal 1998 which included the refinancing of the
domestic credit facility of $26.6 million and initial borrowings of $42.4
million under the new domestic credit facility. Financing activities also
included the repayment of the domestic term loan of $20 million, the issuance of
the Senior Notes of $30 million and the repurchase of 332,000 shares of the
Company's Common Shares for a total cost of $3.3 million.

         On July 16, 1997, the Company entered into a five-year, $55 million
domestic bank credit facility. The credit facility consisted of a $35 million
revolver which expires on July 15, 2002 and a $20 million term loan which was
scheduled to mature on June 30, 2002. Initial borrowings under the credit
facility were used to finance the acquisition of CPS and to repay all
outstanding borrowings under the Company's $37.5 million domestic bank credit
facility. On September 18, 1997 the domestic credit facility was amended to
increase the revolver from $35 million to $40 million.

         On January 21, 1998, the Company completed the private placement of $30
million of Senior Notes due 2008. The Notes, which are unsecured, have a fixed
interest rate of 7.6% per annum and require annual principal payments of $4.3
million commencing in 2002. Proceeds from the Notes were used to pay down
borrowings under the Company's domestic bank credit facility including the
prepayment of its $20 million term loan. The domestic bank credit facility now
consists of a $40 million revolver that expires in 2002.

         In addition to the domestic bank credit facility, the Company has
various smaller lines of credit with foreign banks which totaled approximately
$5.0 million. Total availability under the domestic and foreign credit
facilities at March 31, 1998 was approximately $28.4 million. The Company was in
compliance with all of its debt covenants at March 31, 1998.

         The Company believes that cash generated by operations and amounts
available under its domestic bank credit facility and foreign lines of credit
will be sufficient to satisfy the Company's liquidity requirements through at
least fiscal 1999.

CHANGES IN ACCOUNTING STANDARDS

         In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, "Earnings per Share", which is required to be adopted on December 31,
1997. At that time, the Company was required to change the method currently used
to compute earnings per share and to restate all prior periods presented in
comparative statements. Under the new requirements for calculating primary
earnings per share, the dilutive effect of stock options are excluded from the
calculation. The impact of SFAS No. 128 on the calculation of 



                                       14
<PAGE>   15


fully diluted earnings per share for these periods is also immaterial.

         In June 1997, the Financial Accounting Standards Board issued SFAS 130,
"Reporting on Comprehensive Income." SFAS 130 will become effective for the
Company in the first quarter of fiscal 1999. The adoption of this Statement 
will have no effect on the Company's financial position or results of 
operations.

         In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and
Related Information," was issued. The statement must be adopted by the Company
in fiscal 1999. Under provisions of this statement, the Company will be required
to modify or expand the financial statement disclosures for its products and
services and geographic areas. Implementation of this disclosure standard will
not affect the Company's financial position or results of operations.

EFFECT OF INFLATION AND FOREIGN CURRENCY TRANSLATION

         The Company does not believe that inflation has had a significant
effect on the Company's results of operations for the periods presented.

         The Company has not been significantly affected by currency
fluctuations or foreign exchange restrictions. Management believes that these
risks resulting from the Company's increased foreign sales are manageable.

YEAR 2000

         The Company has developed plans to address possible exposures related
to the impact on its computer systems of the Year 2000 issue. The Company is    
currently upgrading the software utilized by the majority of its U.S.
operations. The upgrade is being implemented for business reasons in    
addition to resolving certain Year 2000 issues. Maintenance and modification
costs including costs attributable to the Year 2000 issue will be expensed as
incurred, while the costs of new information technology will be capitalized and
amortized in accordance with Company policy and generally accepted accounting
principles. The total cost of upgrading the software, including the cost of
Year 2000 compliance which is not separately determinable, is expected to
range from $500,000 - $700,000. Project completion is planned for
the fourth quarter of fiscal 1999. Management is keeping the Board of Directors
informed as to the status of the upgrade as well as other Year 2000 related     
issues. 

         The Company expects that it will be able to modify or replace the
various systems effected by the Year 2000 issue in time to avoid any material
disruption to its operations; however, unforeseen developments or delays
could cause this expectation to change. Also, in the event that any of the
Company's significant suppliers or customers do not successfully achieve timely
Year 2000 compliance, the Company's operations could be adversely affected. The
Company is currently in the process of contacting those key suppliers and
customers to determine whether any possible exposures exist.


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.


                                       15
<PAGE>   16


REPORT OF INDEPENDENT ACCOUNTANTS

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, 1998 and 1997,
and the related consolidated statements of income, shareholders' equity, and
cash flows for the years then ended. 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. The
accompanying consolidated financial statements of the Company for the year ended
March 31, 1996, were audited by other auditors whose report thereon dated May
28, 1996, expressed an unqualified opinion on those statements, before the
restatements described in Note 1 for earnings per share, Note 11 for
discontinued operations and Note 13 for the stock split.

We conducted our audits in accordance with generally accepted auditing
standards. 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 amount 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 1998 and 1997 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, 1998 and 1997, and the
results of their operations and their cash flows for the years then ended in 
conformity with generally accepted accounting principles.

We also audited the adjustments described in Note 1 for earnings per share,
Note 11 for discontinued operations and Note 13 for the stock split that were
applied to restate the 1996 consolidated financial statements. In our opinion, 
such adjustments are appropriate and have been properly applied.




KPMG PEAT MARWICK LLP
Cleveland, Ohio
May 8, 1998
Except for Note 13 as to which the date is May 19, 1998.


                                       16
<PAGE>   17


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Corrpro Companies, Inc.

In our opinion, the consolidated statements of income, of shareholders' equity
and of cash flows, prior to restatement for discontinued operations, adoption of
SFAS 128 "Earnings Per Share" (SFAS 128) and retroactive stock split (not
presented herein), present fairly, in all material respects, the results of
operations and cash flows of Corrpro Companies, Inc. and its subsidiaries (the
Company) for the year ended March 31, 1996 in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management, our responsibility is to express an opinion on these
financial statements based on our audit.  We conducted our audit of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above. We have not audited the
consolidated financial statements of the Company for any period subsequent to
March 31, 1996, nor have we examined any adjustments applied to the 1996
financial statements which give effect to the Company's 1997 decision to
discontinue certain operations, its 1998 adoption of SFAS 128 and its 1998 stock
split.



PRICE WATERHOUSE LLP
Cleveland, Ohio
May 28, 1996



                                       17
<PAGE>   18


                    CORRPRO COMPANIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 1998 AND 1997

                                 (In Thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                                1998              1997
                                                ----              ----

<S>                                          <C>               <C>      
CURRENT ASSETS:
    Cash and cash equivalents                $   8,687         $   3,233
    Accounts receivable, net                    38,733            32,622
    Inventories                                 24,458            18,031
    Prepaid expenses and other                   7,315             6,624
    Net assets held for sale                    10,662            11,277
                                             ---------         ---------
         Total current assets                   89,855            71,787
                                             ---------         ---------

PROPERTY AND EQUIPMENT:
    Land                                           547               553
    Buildings and improvements                   4,545             4,840
    Equipment, furniture and fixtures           15,696            12,358
                                             ---------         ---------
                                                20,788            17,751
    Less accumulated depreciation               (8,278)           (7,231)
                                             ---------         ---------
    Property and equipment, net                 12,510            10,520
                                             ---------         ---------

OTHER ASSETS:
    Goodwill, net                               27,315            21,218
    Other assets                                 6,595             3,393
                                             ---------         ---------
         Total other assets                     33,910            24,611
                                             ---------         ---------
                                             $ 136,275         $ 106,918
                                             =========         =========
</TABLE>



           The accompanying Notes to Consolidated Financial Statements
                  are an integral part of these balance sheets.



                                       18
<PAGE>   19


                    CORRPRO COMPANIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             MARCH 31, 1998 AND 1997

                      (In Thousands, Except per Share Data)

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                   1998              1997
                                                                   ----              ----

<S>                                                              <C>               <C>      
CURRENT LIABILITIES:
    Short-term borrowings                                        $      --         $     249
    Current portion of long-term debt                                  683             1,803
    Accounts payable                                                17,319            13,607
    Accrued liabilities and other                                   10,113             9,769
                                                                 ---------         ---------
         Total current liabilities                                  28,115            25,428
                                                                 ---------         ---------

LONG-TERM DEBT, NET OF CURRENT PORTION                              17,695            25,635

SENIOR NOTES                                                        30,000                --

DEFERRED INCOME TAXES                                                2,035               706

COMMITMENTS AND CONTINGENCIES                                           --                --

MINORITY INTEREST                                                      469               473

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; 12,000 shares authorized; 8,413
      and 8,388 shares issued in 1998 and 1997; 7,941 and
      8,247 shares outstanding in 1998 and 1997                      2,245             2,238
    Additional paid-in capital                                      50,708            50,590
    Accumulated earnings                                             8,664             1,773
                                                                 ---------         ---------
                                                                    61,617            54,601
    Cumulative translation adjustment                                  482               894
    Common Shares in treasury, at cost                              (4,138)             (819)
                                                                 ---------         ---------
         Total shareholders' equity                                 57,961            54,676
                                                                 ---------         ---------
                                                                 $ 136,275         $ 106,918
                                                                 =========         =========
</TABLE>



           The accompanying Notes to Consolidated Financial Statements
                  are an integral part of these balance sheets.


                                       19
<PAGE>   20


                    CORRPRO COMPANIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996

                      (In Thousands, Except per Share Data)

<TABLE>
<CAPTION>
                                                           1998            1997              1996
                                                           ----            ----              ----

<S>                                                      <C>             <C>               <C>      
Revenues:
  Engineering and construction services                  $ 88,601        $  67,486         $  65,916
  Product sales                                            84,052           72,118            61,857
                                                         --------        ---------         ---------
                                                          172,653          139,604           127,773
                                                         --------        ---------         ---------
Cost of sales:
  Engineering and construction services                    59,720           44,236            48,330
  Product sales                                            61,617           53,577            46,279
                                                         --------        ---------         ---------
                                                          121,337           97,813            94,609
                                                         --------        ---------         ---------

Gross profit                                               51,316           41,791            33,164

Selling, general and administrative expenses               37,396           30,421            31,322
Unusual items                                                  --            1,700             4,368
                                                         --------        ---------         ---------
Operating income (loss)                                    13,920            9,670            (2,526)

Interest expense                                            2,434            1,696             1,937
                                                         --------        ---------         ---------
Income (loss) from continuing operations before
  income taxes and extraordinary charge                    11,486            7,974            (4,463)
Provision (benefit) for income taxes                        4,595            3,167            (1,056)
                                                         --------        ---------         ---------
Income (loss) from continuing operations before
  extraordinary charge                                      6,891            4,807            (3,407)
Discontinued operations:
  Loss from operations, net of tax benefit                     --           (1,037)           (1,735)
  Loss on disposal, net of tax benefit                         --           (3,960)               --
                                                         --------        ---------         ---------
Income (loss) before extraordinary charge                   6,891             (190)           (5,142)
Extraordinary charge, net of tax benefit                       --               --               (70)
                                                         --------        ---------         ---------
Net income (loss)                                        $  6,891        $    (190)        $  (5,212)
                                                         ========        =========         =========

Earnings per share - Basic:
  Income (loss) from continuing operations before
    extraordinary charge                                 $   0.85        $    0.58         $   (0.44)
  Discontinued operations:
      Loss from operations, net of tax benefit                 --            (0.12)            (0.22)
      Loss on disposal, net of tax benefit                     --            (0.48)               --
  Extraordinary charge, net of tax benefit                     --               --             (0.01)
                                                         --------        ---------         ---------
  Net income (loss)                                      $   0.85        $   (0.02)        $   (0.67)
                                                         ========        =========         =========

Weighted average shares outstanding - Basic                 8,155            8,266             7,764
                                                         ========        =========         =========

Earnings per share - Diluted:
  Income (loss) from continuing operations before
    extraordinary charge                                 $   0.81        $    0.57         $   (0.44)
  Discontinued operations:
      Loss from operations, net of tax benefit                 --            (0.12)            (0.22)
      Loss on disposal, net of tax benefit                     --            (0.47)               --
  Extraordinary charge, net of tax benefit                     --               --             (0.01)
                                                         --------        ---------         ---------
  Net income (loss)                                      $   0.81        $   (0.02)        $   (0.67)
                                                         ========        =========         =========

Weighted average shares outstanding - Diluted               8,468            8,486             7,764
                                                         ========        =========         =========
</TABLE>


           The accompanying Notes to Consolidated Financial Statements
                    are an integral part of these statements.


                                       20
<PAGE>   21


                    CORRPRO COMPANIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996

                      (In Thousands, Except per Share Data)

<TABLE>
<CAPTION>
                                                     COMMON
                                                     SHARES                                           COMMON
                                         SERIAL      ($0.26)   ADDITIONAL              CUMULATIVE     SHARES
                                       PREFERRED     STATED     PAID-IN   ACCUMULATED TRANSLATION       IN
                                         SHARES      VALUE)     CAPITAL     EARNINGS   ADJUSTMENT    TREASURY*      TOTAL
                                         ------      ------     -------     --------   ----------    ---------      -----

<S>                                     <C>          <C>        <C>         <C>          <C>          <C>          <C>     
March 31, 1995                          $     --     $1,989     $46,333     $ 7,175      $   615      $   (52)     $ 56,060
  Net loss                                    --         --          --      (5,212)          --           --        (5,212)
  Exercise of 111 stock options               --         30         391          --           --           --           421
  Conversion of 630 CSG shares                --        177       3,319          --           --           --         3,496
  Cumulative translation adjustment           --         --          --          --         (484)          --          (484)
                                        --------     ------     -------     -------      -------      -------      --------
March 31, 1996                                --      2,196      50,043       1,963          131          (52)       54,281
  Net loss                                    --         --          --        (190)          --           --          (190)
  Exercise of 158 stock options               --         42         547          --           --           --           589
  Repurchase of 109 Common Shares             --         --          --          --           --         (767)         (767)
  Cumulative translation adjustment           --         --          --          --          763           --           763
                                        --------     ------     -------     -------      -------      -------      --------
March 31, 1997                                --      2,238      50,590       1,773          894         (819)       54,676
  Net income                                  --         --          --       6,891           --           --         6,891
  Exercise of 25 stock options                --          7         118          --           --           --           125
  Repurchase of 332 Common Shares             --         --          --          --           --       (3,319)       (3,319)
  Cumulative translation adjustment           --         --          --          --         (412)          --          (412)
                                        --------     ------     -------     -------      -------      -------      --------
March 31, 1998                          $     --     $2,245     $50,708     $ 8,664      $   482      $(4,138)     $ 57,961
                                        ========     ======     =======     =======      =======      =======      ========
</TABLE>


*Shares held in treasury totaled 31 at March 31, 1995 and 1996; 141 at March 31,
1997 and 473 at March 31, 1998.



           The accompanying Notes to Consolidated Financial Statements
                    are an integral part of these statements.


                                       21
<PAGE>   22


                    CORRPRO COMPANIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996

                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                       1998            1997             1996
                                                                       ----            ----             ----

<S>                                                                  <C>              <C>             <C>     
Cash flows from operating activities:
  Net income (loss)                                                  $  6,891         $  (190)        $(5,212)
  Adjustments to reconcile net income (loss)
    to net cash provided by continuing operations:
  Depreciation and amortization                                         3,665           3,259           2,791
  Deferred income taxes                                                   234            (529)           (900)
  (Gain) loss on sale of assets                                          (173)           (105)             94
  Loss from discontinued operations                                        --           1,037           1,735
  Loss on disposal of discontinued operations                              --           3,960              --
  Minority interest                                                        (4)            (47)            (54)
Changes in operating assets and liabilities,
  net of effects of acquisitions:
        Accounts receivable                                              (640)         (3,556)          2,694
        Inventories                                                    (3,332)         (3,128)         (1,286)
        Prepaid expenses and other                                     (1,357)          3,634           1,090
        Accounts payable and accrued expenses                             609          (1,147)          3,039
        Other assets                                                      (53)            206            (557)
                                                                     --------         -------         -------
         Total adjustments                                             (1,051)          3,584           8,646
                                                                     --------         -------         -------
         Net cash provided by continuing operations                     5,840           3,394           3,434
Net cash provided by discontinued operations                              615             271           2,813
                                                                     --------         -------         -------
         Net cash provided by operations                                6,455           3,665           6,247
                                                                     --------         -------         -------

Cash flows from investing activities:
  Additions to and disposals of property, plant and equipment          (2,596)         (1,887)         (2,864)
  Acquisitions, net of cash acquired                                  (15,023)             --            (700)
  Other assets                                                             --            (500)           (731)
                                                                     --------         -------         -------
         Net cash used for investing activities                       (17,619)         (2,387)         (4,295)
                                                                     --------         -------         -------

Cash flows from financing activities:
  Long-term debt, net                                                  (4,644)           (494)          1,390
  Repayment of other debt                                                (396)           (230)         (1,783)
  Refinance of domestic credit facility                               (26,619)             --              --
  Initial borrowings under new domestic credit facility                42,350              --              --
  Issuance of Senior Notes                                             30,000              --              --
  Repayment of Term Loan                                              (20,000)             --              --
  Net proceeds from issuance of Common Shares                              56             297             207
  Repurchase of Common Shares                                          (3,319)           (767)             --
                                                                     --------         -------         -------
         Net cash provided by (used for) financing activities          17,428          (1,194)           (186)
                                                                     --------         -------         -------

Effect of changes in foreign currency exchange rates                     (810)           (100)             99
                                                                     --------         -------         -------

Net increase (decrease) in cash                                         5,454             (16)          1,865
Cash and cash equivalents at beginning of period                        3,233           3,249           1,384
                                                                     --------         -------         -------
Cash and cash equivalents at end of period                           $  8,687         $ 3,233         $ 3,249
                                                                     ========         =======         =======
</TABLE>

           The accompanying Notes to Consolidated Financial Statements
                    are an integral part of these statements.



                                       22
<PAGE>   23


                    CORRPRO COMPANIES, INC. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996

                      (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 1997 and 1996 amounts have been reclassified to conform with the
fiscal 1998 presentation.

         The Company operates in a single industry segment domestically and
through subsidiaries headquartered in Canada, United Kingdom, Saudi Arabia and
Indonesia with various other locations in Europe, the Middle East and Asia,
which consists of providing corrosion control engineering and monitoring
services, systems and equipment to the infrastructure, environmental and energy
markets.

Cash and cash equivalents

         The Company considers cash and all other highly liquid investments with
a maturity of three months or less at the time of purchase to be cash
equivalents.

Accounts receivable

         Accounts receivable are presented net of allowances for doubtful
accounts of $2,151, $1,735, $1,185 and $1,013 at March 31, 1998, 1997, 1996 and
1995, respectively. Bad debt expense totaled $498, $498 and $654 in fiscal 1998,
1997 and 1996, 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.

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, 1998 and 1997:

<TABLE>
<CAPTION>
                                                     1998              1997
                                                     ----              ----

<S>                                                 <C>             <C>     
Component parts and raw materials                   $10,007         $  8,437
Work in process                                       1,908              955
Finished goods                                       12,543            8,639
                                                     ------          -------
                                                    $24,458          $18,031
                                                     ======           ======
</TABLE>



                                       23
<PAGE>   24

Property and equipment

         Property 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 $2,107, $1,905 and $1,754 in fiscal 1998,
1997 and 1996, respectively.

Goodwill, patents and other intangibles

         Goodwill is being amortized on a straight-line basis, over 30 to 40
years. Goodwill amortization totaled $967, $777 and $796 in fiscal 1998, 1997
and 1996, respectively. Accumulated amortization was $3,448 and $2,481 at March
31, 1998 and 1997, 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 $3,242 and $3,102 at March 31, 1998 and 1997,
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 $282, $345 and $295 in fiscal 1998, 1997 and 1996, 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 and
Senior Notes 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 $896 and $861 at March 31, 1998 and 1997, respectively, of amounts
billed but not paid by customers under retainage provisions of contracts.
Prepaid expenses and other includes $2,879 and $2,498 at March 31, 1998 and
1997, respectively, of amounts related to costs and estimated earnings in excess
of billings on uncompleted contracts. The Company recognizes revenue from
product sales upon shipment.

Product development expenses

         Expenditures for product development totaled approximately $694, $783
and $718 in fiscal 1998, 1997 and 1996, respectively.



                                       24
<PAGE>   25



Income taxes

         The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," which requires the application of the asset and
liability method.

Unusual items

         During fiscal 1997, the Company recorded an unusual charge totaling
$1,700. This amount included a $2,400 charge which represented the Company's
share of the settlement cost relating to the securities class action and
shareholder derivative lawsuits, net of estimated litigation related legal fees
to be reimbursed by the Company's D&O carrier. The fiscal 1997 amount also
included a $700 gain on the sale of a non-core business operation. See Note 3.

         At March 31, 1997, accrued liabilities included $2.1 million related to
the securities class action and shareholder derivative lawsuit matters.

         During fiscal 1996, the Company recorded unusual charges totaling
$4,368. Such charges consisted primarily of litigation related legal and
professional expenses as well as costs associated with the consolidation of
facilities and the integration of acquisitions.

Extraordinary charges

         During fiscal 1996, the Company recorded a $70 extraordinary charge,
net of tax benefit, as a result of the refinancing of borrowings under its
domestic revolving credit facility. The extraordinary charge represented the
write-off of unamortized deferred financing costs.

Earnings per share

         In February 1997, The Financial Accounting Standards Board issued
Statement of Accounting Standards No. 128 (SFAS 128), "Earnings Per Share." The
Statement replaces the presentation of primary earnings per share (EPS) with the
presentation of basic EPS, and replaces fully diluted EPS with diluted EPS. The
Company was required to adopt SFAS 128 for the quarter ending December 31, 1997.
All fiscal years presented have been restated to conform with SFAS 128.

         Basic EPS is computed by dividing net income for the period by the
weighted average number of shares of common shares outstanding for the period.
Diluted EPS is computed by dividing net income by the weighted average number of
shares of common shares and potential common 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.

Weighted average shares reflects the five-for-four stock split that will be
effected June 19, 1998.  See Note 13.

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, and income and expenses are translated at average exchange rates
prevailing during the year. Translation gains or losses are accumulated as a
separate component of shareholders' equity entitled cumulative translation
adjustment. Foreign currency transaction gains or losses are credited or charged
to income, and such amounts have been insignificant for the periods presented.



                                       25
<PAGE>   26


Financial statement 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
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 AND DISPOSITIONS:

         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 was funded using proceeds from the Company's new
domestic credit facility. See Note 3.

         CPS provides materials and services for the evaluation, design,
installation and maintenance of cathodic protection systems. CPS operated mainly
in the energy sector and had extensive field service operations and construction
experience.

         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 preliminary estimate of their fair market values at
the date of acquisition. The excess of the purchase price over the estimated
fair value of net assets acquired totaled $7,000 at March 31, 1998 and is being
amortized over 40 years on a straight-line basis. This allocation was based on
preliminary estimates and is subject to revision at a later date.

         The results of CPS have been included in the Company's results since
the effective date of the acquisition. Pro forma results of operations have not
been presented as the effect of the acquisition on the Company's financial
statements were not material.

         In March 1997, the Company sold substantially all of the assets of a
non-core business operation located in Lafayette, Louisiana. Proceeds from the
sale totaled $2,500 and resulted in a gain of $700 which has been reflected as
an unusual item in the accompanying consolidated statements of income. The
proceeds consisted of a $2,100 short-term note receivable which was paid in full
in June, 1997 and a $400 five-year note receivable. Revenues relating to the
Lafayette operation, which are included in the consolidated results, totaled
$3,832 and $3,230 in fiscal 1997 and 1996, respectively.



                                       26
<PAGE>   27
3.  LONG-TERM DEBT:

         Long-term debt at March 31, 1998 and 1997 consisted of the following:


<TABLE>
<CAPTION>
                                                     1998              1997
                                                     ----              ----

<S>                                                 <C>              <C>    
Domestic bank credit facility --
  Revolver                                          $16,530          $19,669
  Term loan                                              --            4,400
Other term notes payable                              1,265            2,286
Mortgages payable                                       583            1,083
                                                    -------          -------
                                                     18,378           27,438
Less: current portion                                   683            1,803
                                                    -------          -------
                                                    $17,695          $25,635
                                                    =======          =======
</TABLE>

         On July 16, 1997, the Company entered into a new five-year, $55 million
domestic bank credit facility. The credit facility consisted of a $35 million
revolver which expires on July 15, 2002 and a $20 million term loan which was
scheduled to mature on June 30, 2002. Initial borrowings under the credit
facility were used to finance the acquisition of CPS and to repay all
outstanding borrowings under the Company's $37.5 million domestic bank credit
facility. On September 18, 1997 the domestic credit facility was amended to
increase the revolver from $35 million to $40 million. Interest on the revolver
borrowings is based, at the Company's option, on either (a) the prime rate, as
defined in the credit agreement or (b) the Euro Rate, as defined in the credit
agreement, plus 0.5% to 1.5%. The spread over the Euro Rate varies based upon
certain financial covenants. The Company is required to pay a commitment fee
ranging from 0.2% to 0.3% on the unused revolver commitment. Borrowings under
the credit facility were initially secured by the Company's domestic accounts
receivable, inventories, certain intangibles and fixed assets, including those
relating to CPS. Such collateral was released on January 21, 1998. See below.
The credit agreement also requires the Company to maintain certain financial
covenants and places certain restrictions on the Company's ability to pay cash
dividends and to effect major acquisitions.

         The weighted average interest rate on borrowings outstanding under the
$40 million credit facility was 6.6% during fiscal 1998.

         Other term notes payable include certain other promissory notes. These
notes bear interest at various rates, which ranged from 6.75% to 11.0% at March
31, 1998. The obligations mature at various intervals between 1999 and 2002.

         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.

         The Company's long-term debt matures as follows: $683 in 1999, $398 in
2000, $189 in 2001, $21,003 in 2002, $4,402 in 2003 and $21,703 after 2003.

         The Company also maintains available lines of credit from various
foreign banks approximating $4,965 at March 31, 1998, which are secured by the
assets of certain foreign subsidiaries. Short-term borrowings amounted to $0 and
$249 at March 31, 1998 and 1997, respectively, under these lines of credit. The
interest rates on such borrowings at March 31, 1998 ranged from 7.0% to 13.0%.

         Cash paid for interest totaled $2,784, $2,135 and $2,006 for fiscal
years 1998, 1997 and 1996, respectively.

4.  SENIOR NOTES:

     On January 21, 1998, the Company completed the private placement of $30
million of Senior Notes due 2008. The Notes, which are unsecured, have a fixed
interest rate of 7.6% per annum and require annual principal payments of $4.3
million commencing in 2002. The Senior Notes require the Company to maintain
certain 



                                       27
<PAGE>   28


financial covenants. Proceeds from the Notes were used to pay down borrowings
under the Company's domestic bank credit facility including the prepayment of
its $20 million term loan.

5.  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 are as follows: $2,357 in 1999, $1,461 in 2000, $1,065
in 2001, $374 in 2002, $299 in 2003 and $1,272 after 2003 with a cumulative
total of $6,828.

         In addition, the Company rents other property on a month-to-month
basis. Total rental expense was $2,664, $2,408 and $2,177 for fiscal 1998, 1997
and 1996, respectively.

6.    INCOME TAXES:

         Components of income (loss) from continuing operations before income
taxes and extraordinary charge follow:

<TABLE>
<CAPTION>
                                         1998              1997             1996
                                         ----              ----             ----

<S>                                   <C>                <C>             <C>     
United States                         $ 6,596            $4,075          $(6,558)
Foreign                                 4,890             3,899            2,095
                                      -------             -----           ------
                                      $11,486            $7,974          $(4,463)
                                      =======            ======          =======
</TABLE>

         Components of the provision (benefit) for income taxes by jurisdiction
follow:

<TABLE>
<CAPTION>
                                          1998              1997             1996
                                          ----              ----             ----

<S>                                     <C>              <C>              <C>     
Current  -- Federal                        419           $   978          $(1,200)
         -- State and local                425               296              146
         -- Foreign                      2,562             1,867              863
                                       -------           -------          ------- 
                                         3,406             3,141             (191)
                                       -------           -------          ------- 
Deferred -- Federal                        904              (114)            (533)
         -- State and local                284               197             (460)
         -- Foreign                          1               (57)             128
                                       -------           -------          -------
                                         1,189                26             (865)
                                       -------           -------          ------- 
                                       $ 4,595           $ 3,167          $(1,056)
                                       =======           =======          ======= 
</TABLE>

         Differences between the statutory United States federal income tax rate
(34%) and the effective income tax rate are as follows:

<TABLE>
<CAPTION>
                                           1998             1997             1996
                                           ----             ----             ----

<S>                                      <C>             <C>              <C>
Federal income tax provision (benefit)
  at statutory rate                      $3,905          $ 2,711          $(1,517)
State income taxes, net                     468              393             (164)
Reduction of valuation reserves              --              (83)              --
Foreign tax rate differential               127              432              282
Meals and entertainment                      95               80               78
Other                                        --             (366)             265
                                         ------          -------          -------
Effective income tax                     $4,595          $ 3,167          $(1,056)
                                         ======          =======          =======
</TABLE>



                                       28
<PAGE>   29


         Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities were comprised of the following at March 31, 1998 and
1997:

<TABLE>
<CAPTION>
                                                          1998            1997
                                                          ----            ----

<S>                                                    <C>             <C>    
DEFERRED TAX ASSETS
  Bad debts                                            $   633         $   553
  Other reserves                                           310             594
  Uniform cost capitalization                              141             141
  Accrued expenses                                         641           1,678
  Pension and other benefit reserves                       284             262
  Federal tax carryforward and other tax credit
    and carryforwards                                    1,632             809
  State net operating loss carryforwards                   230             230
  Other                                                    454             115
                                                       -------         -------
                                                         4,325           4,382
  Valuation reserve                                        (28)            (28)
                                                       -------         -------
         Total deferred tax assets                       4,297           4,354
DEFERRED TAX LIABILITIES
  Fixed assets                                          (1,781)         (1,874)
  Other                                                   (332)            (62)
                                                       -------         -------
         Total deferred tax liabilities                 (2,113)         (1,936)
                                                       -------         -------
Total net deferred taxes                               $ 2,184         $ 2,418
                                                       =======         =======
</TABLE>

         At March 31, 1998, accrued liabilities included $1,407 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 $9,887 of
undistributed earnings of foreign subsidiaries at March 31, 1998, 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.

         At March 31, 1998, the Company had state net operating loss
carryforwards of approximately $3,930 and federal credit carryforwards of
$1,862. At March 31, 1998, the Company had federal net operating loss
carryforwards of $3,236 which expire through 2018 and state net operating loss
carryforwards of approximately $3,930. The Company also has federal credit
carryforwards of $431 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. The federal credit carryforwards of $431 represent non-expiring
alternative minimum credit carryforwards. 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 $2,637, $1,852 and $1,776 for fiscal
1998, 1997 and 1996, respectively.

7.  EMPLOYEE BENEFIT PLANS:

         The Company 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 $327, $83 and $81
in fiscal 1998, 1997 and 1996, respectively.

         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.



                                       29
<PAGE>   30
         Pension expense for fiscal years 1998, 1997 and 1996 is as follows:


<TABLE>
<CAPTION>
                                      1998          1997          1996
                                      ----          ----          ----

<S>                                   <C>           <C>           <C>  
Service cost                          $ 269         $ 235         $ 210
Interest cost                           220           182           150
Actual return on plan assets           (176)         (141)         (133)
Net amortization and deferrals          (16)          (33)           (6)
                                      -----         -----         -----
Net periodic pension cost             $ 297         $ 243         $ 221
                                      =====         =====         =====
</TABLE>

         The funded status of the plan at March 31, 1998 and 1997 is summarized
as follows:

<TABLE>
<CAPTION>
                                                  1998             1997
                                                  ----             ----

<S>                                              <C>             <C>     
Accumulated benefit obligation                   $(2,504)        $(1,899)
Effect of increase in compensation levels           (530)           (403)
                                                 -------         -------
Projected benefit obligation                      (3,034)         (2,302)
Plan assets at fair value                          2,504           2,130
                                                 -------         -------
Funded status                                       (530)           (172)
Unrecognized gain                                    173             (52)
                                                 -------         -------
Accrued pension liability                        $  (357)        $  (224)
                                                 =======         =======
</TABLE>

         Significant actuarial assumptions include a discount rate of 6.5% and 
8.5% in fiscal 1998 and 1997, respectively, an expected long-term return on plan
assets of 8.5% in both fiscal 1998 and 1997, and an assumed rate of increase in 
compensation levels of 4.5% in 1998 and 6.5% in 1997.

         The Company has entered into an employment agreement with one of its
executives which provides, among other things, that such employee shall be
eligible at 63 1/2 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.

8.  SHAREHOLDERS' EQUITY:

         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.



                                       30
<PAGE>   31


         In November 1996, the Board of Directors authorized a program to
repurchase up to 600 shares of the Company's outstanding common shares. During
fiscal 1998 and 1997, respectively the Company repurchased approximately 332 and
109 shares, respectively, at a total cost of $3,319 and $767 for 1998 and 1997,
respectively, under this program.

         In connection with the acquisition of the Commonwealth Seager Group in
April 1993, the Company issued to the sellers preferred stock of a subsidiary
that could be exchanged for a maximum of 850 Common Shares of the Company. At
March 31, 1996, all preferred shares had been exchanged for Common Shares.

9.  STOCK PLANS:

         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.

         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.



                                       31
<PAGE>   32

         Stock option activity for the Company during fiscal 1998, 1997 and 1996
was as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES                                      1998              1997             1996
----------------                                      ----              ----             ----

<S>                                                 <C>               <C>               <C>  
Options outstanding, beginning of year                 806               774              851
Granted                                                401               204              343
Exercised                                              (25)             (158)            (111)
Expired or canceled                                    (17)              (14)            (309)
                                                     -----             -----            -----
Outstanding, end of year                             1,165               806              774
                                                     -----             -----            -----

Exercisable, end of year                               789               491              514
Available for grant, end of year                       218               110              210

Price range of options:
   Granted                                           $7.50 to          $6.49 to         $4.78 to
                                                    $12.00             $8.97            $6.87

   Exercised                                         $7.70 to          $1.86 to         $1.86
                                                    $11.30             $5.50

   Outstanding, end of year                          $1.86 to          $1.86 to         $1.86 to
                                                    $17.33            $17.33           $17.33
</TABLE>

         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
(loss) from continuing operations and income (loss) from continuing operations
per share would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                 1998             1997             1996
                                                                 ----             ----             ----
<S>                                                           <C>              <C>              <C>       
Income from continuing operations:
     As reported                                              $   6,891        $   4,807        $  (3,407)
     Pro forma                                                    6,549            4,573           (3,487)

Income from continuing operations per share - Basic:
     As reported                                              $    0.85        $    0.58        $   (0.44)
     Pro forma                                                     0.80             0.55            (0.45)

Income from continuing operations per share - Diluted:
     As reported                                              $    0.81        $    0.57        $   (0.44)
     Pro forma                                                     0.77             0.54            (0.45)
</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 6.9% to 7.0%, expected volatility of
37.9% for 1998 and 36.7% for both 1997 and 1996, an expected life of 8 years and
no expected dividends.

         The pro forma effects on net income for 1998, 1997 and 1996 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.

10.  BUSINESS SEGMENTS:

         The Company operates in a single industry segment domestically and
through subsidiaries headquartered in Canada, United Kingdom, Saudi Arabia and
Indonesia, with various other locations in Europe, the Middle East and Asia.
Inventory transfers between geographic locations are recorded at cost plus a
mark-up; intercompany 



                                       32
<PAGE>   33


revenues and profits are eliminated. Assets of geographic areas are identified
with the operations of each area. Assets used for general corporate purposes are
not considered significant and have therefore been reflected in the United
States segment information.

         The Company's operations by geographic area are presented below:

<TABLE>
<CAPTION>
                                                                 1998             1997              1996
                                                                 ----             ----              ----

<S>                                                           <C>               <C>               <C>      
Net revenues, including intercompany:
  United States                                               $ 107,821         $  75,133         $  72,698
  Canada                                                         14,061            18,315            17,981
  United Kingdom and Europe                                      26,349            25,237            19,376
  Middle East and Asia                                           38,963            31,065            24,236
  Intercompany                                                  (14,541)          (10,146)           (6,518)
                                                              ---------         ---------         ---------
                                                              $ 172,653         $ 139,604         $ 127,773
                                                              =========         =========         =========
Income (loss) from continuing operations before taxes:
  United States                                               $  10,094         $   6,797         $  (4,312)
  Canada                                                          1,780             2,126             1,810
  United Kingdom and Europe                                       2,457             1,502               (78)
  Middle East and Asia                                            1,667               727                54
  Adjustments/eliminations                                       (2,078)           (1,482)               --
                                                              ---------         ---------         ---------
    Operating income (loss)                                      13,920             9,670            (2,526)
  Interest expense                                               (2,434)           (1,696)           (1,937)
                                                              ---------         ---------         ---------
                                                              $  11,486         $   7,974         $  (4,463)
                                                              =========         =========         =========
Identifiable assets from continuing operations:
  United States                                               $  83,214         $  57,463         $  59,505
  Canada                                                         17,823            17,473            17,726
  United Kingdom and Europe                                      15,123            14,756            19,650
  Middle East and Asia                                           20,115            17,226            10,172
  Adjustments/eliminations                                           --                --               345
                                                              ---------         ---------         ---------
                                                              $ 136,275         $ 106,918         $ 107,398
                                                              =========         =========         =========
</TABLE>

11.  NET ASSETS HELD FOR SALE:

         During March 1997, the Company adopted a formal plan to put its
Corrtherm operation up for sale. Corrtherm is reported as a discontinued
operation and the consolidated financial statements have been reclassified to
report separately Corrtherm's net assets and results of operations. Prior period
consolidated financial statements have been reclassified to the current period
presentation.

         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). The charge
included the estimated loss on disposal and provisions for other estimated costs
to be incurred in connection with the disposal. The amounts the Company will
ultimately realize could differ from these estimates.

         Net assets held for sale relating to Corrtherm before adjustment for
the estimated loss on disposal at March 31, 1998 consisted of working capital of
$4,279, net property and equipment of $6,588, and other assets of $2,932. These
amounts are offset by a reserve for the estimated loss on disposal and
provisions for other estimated costs to be incurred in connection with the
disposal. The amounts the Company will ultimately receive could differ from
these estimates.

         The Company allocated interest of $638, $638 and $696 for fiscal years
1998, 1997 and 1996 to Corrtherm based on the estimated proceeds to be realized
from the divestiture.



                                       33
<PAGE>   34
         Revenues from Corrtherm, which are excluded from consolidated revenues
totaled $11,083, $13,237 and $15,354 in fiscal 1998, 1997 and 1996,
respectively. These revenues included intercompany sales of $4,683, $1,090 and
$2,606 in fiscal 1998, 1997 and 1996, respectively. Loss from discontinued
operations totaled $1,174, $1,037 and $1,735 in fiscal 1998, 1997 and 1996 and
are net of income tax benefits of $783, $493 and $823, respectively.

         Corrtherm was formed in November 1994 through the combination of the
operations of Thermal Reduction Company (TRC) and American Corrosion Services,
Inc. (ACS). The Company purchased substantially all of the assets of TRC for
$9,309 on October 30, 1994. The excess of the purchase price over the fair value
of net assets acquired totaled $2,797. Effective November 1, 1994, the Company
purchased ACS for cash of $1,500 and promissory notes aggregating $3,387. The
excess of the purchase price over the fair value of net assets acquired totaled
$356.

         At March 31, 1997, net assets held for sale includes $1,635 relating to
a building located in Colorado which was sold in April 1997. Proceeds received
approximated the net book value of the building.

12.  LEGAL MATTERS:

          The Company has cooperated in an investigation conducted by the
Securities and Exchange Commission ("SEC") relating to events that occurred in
connection with the release of its fiscal 1995 earnings. The Company has offered
to enter into an agreement with the SEC pursuant to which the Company would,
without admitting or denying SEC findings, agree to an order to cease and desist
from committing or causing violations of the reporting, records, and accounting
systems and control requirements under the federal securities laws. The
Company's offer has not yet been approved by the SEC. In the opinion of
management, the ultimate resolution of this matter will not materially affect
future operations, the financial position or cash flows of the Company.

         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.

13.      SUBSEQUENT EVENT:

         On May 19, 1998, the Company announced that its Board of Directors
approved a five-for-four stock split of the Company's common shares. The stock
split will be effected as a stock dividend payable on June 19, 1998 to
shareholders of record as of June 5, 1998. The stock split will increase
outstanding shares by approximately 1.6 million to approximately 7.9 million.
All share amounts contained in the consolidated statements and notes thereto
have been adjusted to reflect the stock split.


                                       34
<PAGE>   35


                       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, 1998 and 1997.

<TABLE>
<CAPTION>
Three Months Ended                               06/30/97       09/30/97      12/31/97     03/31/98           Total
---------------------------------------------------------------------------------------------------------------------
(In Thousands, Except per Share Data)

<S>                                               <C>           <C>           <C>           <C>             <C>      
Revenues                                          $35,550       $48,666       $47,392       $ 41,045        $ 172,653

Operating income                                    2,900         4,629         4,147          2,244           13,920

Income from continuing operations                   1,523         2,367         2,083            918            6,891

Net income                                          1,523         2,367         2,083            918            6,891

Earnings per share - Basic:
    Income from continuing operations             $  0.18       $  0.29       $  0.26       $   0.11        $    0.85
    Net income                                       0.18          0.29          0.26           0.11             0.85

Weighted average number of shares - Basic           8,247         8,175         8,135          8,061            8,155

Earnings per share - Diluted:
    Income from continuing operations             $  0.18       $  0.28       $  0.24       $   0.11        $    0.81
    Net income                                       0.18          0.28          0.24           0.11             0.81

Weighted average number of shares - Diluted         8,450         8,456         8,507          8,444            8,468


Three Months Ended                               06/30/96      09/30/96      12/31/96       03/31/97          Total
---------------------------------------------------------------------------------------------------------------------
(In Thousands, Except per Share Data)


Revenues                                          $33,978       $37,290       $36,511       $ 31,825        $ 139,604

Operating income                                    2,801         1,532         3,170          2,167            9,670

Income from continuing operations                   1,448           628         1,666          1,065            4,807

Net income (loss)                                   1,220           483         1,480         (3,373)            (190)

Earnings per share - Basic:
    Income from continuing operations             $  0.18       $  0.08       $  0.20       $   0.13        $    0.58
    Net income (loss)                                0.15          0.06          0.18          (0.41)           (0.02)

Weighted average number of shares - Basic           8,206         8,297         8,308          8,254            8,266

Earnings per share - Diluted:
    Income from continuing operation              $  0.17       $  0.07       $  0.20       $   0.13        $    0.57
    Net income (loss)                                0.14          0.06          0.17          (0.40)           (0.02)

Weighted average number of shares - Diluted         8,481         8,501         8,493          8,473            8,486
</TABLE>


                                       35
<PAGE>   36



                                    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, 1998 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:

                Reports of Independent Accountants

                Consolidated Balance Sheets at March 31, 1998 and 1997

                Consolidated Statements of Income for the years ended March 31,
                1998, 1997 and 1996

                Consolidated Statements of Shareholders' Equity for the years
                ended March 31, 1998, 1997 and 1996

                Consolidated Statements of Cash Flows for the years ended March
                31, 1998, 1997 and 1996

                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)

3.3               Amendment to Amended and Restated Articles of Incorporation
                  of the Company as recorded with the Secretary of State of 
                  Ohio on August 18, 1997.

4.1               Specimen certificate for the Common Shares. (3)

4.2               Credit Agreement dated July 16, 1997 by and among the
                  Company, the Guarantors Party Thereto, PNC Bank National
                  Association, as Agent and the Banker Party Thereto and
                  Amendment No. 1 and 2, 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),
                  (5), (6)

4.3               Note Purchase Agreement dated as of January 21, 1998 by and
                  among the Company and the Purchaser herein. (6)

4.4               Third Amendment to Credit Agreement dated as of April 1, 1998
                  by and among the Company the lenders Party thereto and PNC 
                  Bank National Association, as Agent.

4.5               Rights Agreement, dated as of July 23, 1997, between the
                  Company and National City Bank. (7)
  


                                       36
<PAGE>   37

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. 

10.3              Employment Agreement effective April 1, 1998 by and between
                  the Company and Joseph W. Rog.

10.4              Employment Agreement effective April 1, 1998 by and between
                  the Company and Michael K. Baach.

10.5              Employment Agreement effective April 1, 1998 by and between
                  the Company and George A. Gehring, Jr.

10.6              Employment Agreement effective April 1, 1998 by and between
                  the Company and David M. Hickey. 

10.7              Employment Agreement effective April 1, 1998 by and between
                  the Company and David H. Kroon.   

10.8              Employment Agreement effective April 1, 1998 by and between
                  the Company and Neal R. Restivo.

10.9              Stock Option Agreement dated as of June 15, 1992 by and
                  between the Company and C. Richard Lynham, as amended. (3)

10.10             Stock Option Agreement dated as of November 15, 1992 by and
                  between the Company and C. Richard Lynham. (3)

10.11             Stock Option Agreement dated as of November 15, 1992 by and
                  between the Company and Michael K. Baach. (3)

10.12             Stock Option Agreement dated as of November 15, 1992 by and
                  between the Company and George A. Gehring, Jr. (3)

10.13             Stock Option Agreement dated as of November 15, 1992 by and
                  between the Company and David H. Kroon. (3)

10.14             Stock Option Agreement dated as of November 15, 1992 by and
                  between the Company and Joseph W. Rog. (3)

10.15             Company Incentive Option Plan as amended. (3)

10.16             1997 Long-Term Incentive Plan of Corrpro Companies, Inc. (3)

10.17             1997 Non-Employee Directors' Stock Option Plan. (3)

10.18             Stock Purchase Agreement dated June 4, 1997, as amended, by
                  the Company, Airlog International Inc., Curran Holdings, 
                  Inc., and Offshore Logistics, Inc. (8)

21.1              Subsidiaries of the Company.      

23.1              Consent of KPMG Peat Marwick LLP.

27.1              Financial Data Schedule.

     ----------------

(1)      A copy of this exhibit filed as Exhibit 4.1 of the Company's
         Registration Statement on Form S-8 (Registration No. 33-74814) is
         incorporated herein by reference.

(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 Exhibit 4.1 to the Company's
         report on Form 10-Q for the quarterly period ended June 30, 1997.

(5)      A copy of this exhibit filed as Exhibit 10 to the Company's report on
         Form 10-Q for the quarterly period ended September 30, 1997.

(6)      A copy of this exhibit filed as Exhibits 4.1 and 4.2 to the Company's
         report on Form 10-Q for the quarterly period ended December 31, 1997. 

(7)      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.

(8)      A copy of this exhibit filed as Exhibits 2.1 and 2.2 to the Company's
         Form 8-K filed July 31, 1997 is incorporated herein by reference.



                                       37
<PAGE>   38


      (b)       REPORTS ON FORM 8-K:

                There were no reports on Form 8-K filed during the three months
                ended March 31, 1998.

      (c)       EXHIBITS

                See "Index to Exhibits" at Item 14(a) above.


                                       38
<PAGE>   39


                                   SIGNATURES

         Pursuant to the requirements of Section 13 of 15(d) of the Securities
an 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 2, 1998                               By  /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 2, 1998                                 /s/  Joseph W. Rog
                                           Joseph W. Rog
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

June 2, 1998                                 /s/  Neal R. Restivo
                                           Neal R. Restivo
                                           Executive Vice President,
                                           Chief Financial Officer,
                                           Secretary and Treasurer

June 2, 1998                                 /s/  David H. Kroon
                                           David H. Kroon, Director

June 2, 1998                                 /s/  Barry W. Schadeck
                                           Barry W. Schadeck, Director

June 2, 1998                                 /s/  Robert E. Hodge
                                           Robert E. Hodge, Director

June 2, 1998                                 /s/  C. Richard Lynham
                                           C. Richard Lynham, Director

June 2, 1998                                 /s/  Warren F. Rogers
                                           Warren F. Rogers, Director

June 2, 1998                                 /s/  Walter W. Williams
                                           Walter W. Williams, Director