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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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 1-13894
TRANSPRO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 34-1807383
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 Gando Drive, New Haven, Connecticut 06513
(Address of principal executive offices, including zip code)
(203) 401-6450
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, $.01 Par Value New York Stock Exchange
(together with associated Preferred Stock purchase rights)
Securities registered pursuant to Section 12 (g) of the Act:
NONE
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 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 voting and non-voting common stock held
by non-affiliates of the Registrant at March 13, 1998 was $51,652,031. On that
date, there were 6,611,460 outstanding shares of the Registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to stockholders for the fiscal year ended
December 31, 1997 are incorporated by reference into Part II hereof.
Portions of the Proxy Statement for the 1998 Annual Meeting of
Stockholders are incorporated by reference into Part III of this report.
Exhibit Index is on pages 15 and 16 of this report.
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TRANSPRO, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
YEAR ENDED DECEMBER 31, 1997
PAGE
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PART I
Item 1. Business 3
Item 2. Properties 10
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 13
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial Condition and Results 13
of Operations
Item 7a. Quantitative and Qualitative Disclosures About Market Risk --
Not Yet Applicable for Transpro, Inc.
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 14
PART III
Item 10. Directors and Executive Officers of the Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners and Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 14
Signatures 17
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PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
On September 29, 1995, TransPro, Inc. (the "Company") completed a
series of transactions pursuant to which the Company's sole stockholder, Allen
Telecom Inc. (formerly The Allen Group Inc.) ("Allen"), contributed (the
"Contribution") to the Company substantially all of the assets and liabilities
of Allen's original equipment radiator and fabricated metal products business
(the "Automotive and Truck Products Business"), as well as Allen's 50% ownership
interest in GO/DAN Industries ("GDI"), a 50/50 joint venture partnership between
affiliates of Allen and Handy & Harman. Immediately thereafter, Allen caused GDI
to redeem the outstanding ownership interest in GDI not already owned by Allen
(the "GDI Redemption"), thereby making GDI an indirect wholly owned partnership
of the Company. GDI produces replacement radiators and other heat transfer
products for the automotive and truck aftermarkets.
In addition, Allen effected the distribution (the "Distribution") of
100% of the outstanding shares of the Company's common stock to the holders of
record of Allen's common stock as of the close of business on September 29, 1995
(the "Record Date"). The Distribution was made on the basis of one share of the
Company's common stock for every four shares of Allen's common stock outstanding
on the Record Date, which resulted in the distribution of an aggregate of
6,621,349 shares of TransPro common stock. As a result of the Contribution, the
Distribution, and the GDI Redemption, TransPro now owns the Automotive and Truck
Products Business and 100% of GDI, and is an independent publicly-traded
company.
The Company is comprised of operating units that supply heat transfer
and fabricated metal products to original equipment manufacturers ("OEMs") of
trucks, vans and other industrial products and to the automotive and truck
aftermarkets. The Company's G&O Manufacturing Company division ("G&O") produces
radiators for OEMs of heavy duty trucks and industrial and off-highway
equipment. The Company's Crown Divisions ("Crown"), install specialized
interiors in utility trucks and vans for major commercial fleets and design,
manufacture and assemble fabricated metal parts for light truck,
telecommunications and other industrial customers. Through GDI, the Company is
a producer of replacement radiators and other heat transfer products for the
automotive and truck aftermarkets.
The Company's origins date back to 1915 when G&O commenced operations
in New Haven, Connecticut as a manufacturer of radiators for custom built
automobiles, fire engines and original equipment radiators for Ford. Allen
acquired G&O in 1970 as part of its strategy to become a broad-based automotive
supplier. Crown commenced operations in 1947 and was acquired by Allen in 1967
as part of the same business strategy. GDI was formed in 1990 when Allen
contributed a portion of its G&O division and other assets, which together
represented all of Allen's aftermarket radiator business, and Handy & Harman
contributed substantially all of the assets of its then wholly owned
subsidiaries, Daniel Radiator Corporation, Jackson Industries, Inc., Lexington
Tube Co., Inc. and U.S. Auto Radiator Manufacturing Corporation, to form a 50/50
joint venture partnership.
DESCRIPTION OF BUSINESS
MARKETS
The automotive and heavy truck parts industries target two distinct
markets, the OEM market and the aftermarket. The manufacture of individual
component parts for use in the original equipment manufacturing process of
automobiles, vans and light trucks forms the automotive OEM market and the
manufacture of individual components for use in the original equipment
manufacturing process of heavy trucks forms the heavy truck OEM market. The
products and services used to maintain and repair automobiles, vans and light
trucks and heavy trucks, as well as accessories not supplied with such vehicles
when manufactured, form the respective automotive and heavy
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truck aftermarkets. The Company believes that in recent years demand for
replacement parts and supplies in both the automotive and heavy truck
aftermarkets has increased as both individuals and commercial fleet operators
are driving more and keeping their vehicles longer. The Company sells its
products and services principally to the light truck segment of the automotive
OEM market and the heavy truck OEM market as well as both the automotive and
heavy truck aftermarkets. The Company also sells its products to OEM's of
off-highway equipment and other industrial customers.
PRINCIPAL PRODUCTS AND SERVICES
The Company designs, manufactures and markets radiators and other
specialty heat exchangers for OEMs of heavy trucks and industrial and
off-highway equipment as well as replacement radiators, air conditioning
condensers and other heat transfer products for the automotive and heavy truck
aftermarkets. The Company also manufactures and installs specialized interiors
in utility trucks and vans for major commercial fleets and designs, manufactures
and assembles fabricated metal products for telecommunications and other
industrial customers. A description of the particular products manufactured and
the services performed by the Company through each of its principal operating
units is set forth below.
GO/DAN Industries
Through GDI, the Company provides one of the most extensive product
ranges of high-quality radiators, radiator cores, heater cores and air
conditioning condensers to the automotive and heavy truck aftermarkets. In
addition to its standard models, the Company can produce special orders of such
products typically within 24 hours.
The purpose of a radiator is to cool the engine. A radiator acts as a
heat exchanger, removing heat from engine coolant as it passes through the
radiator. The construction of a radiator usually contains the radiator core,
which consists of coolant-carrying tubes and a large cooling area; a receiving
(inlet) tank; a dispensing (outlet) tank; and side columns. In operation,
coolant is pumped from the engine to the inlet tank where it spreads over the
tops of the tubes. As the engine coolant passes through the tubes, it loses its
heat to the air stream through the fins connected to the tubes. After passing
through the tubes, the reduced temperature coolant enters the outlet tank, and
is then recirculated through the engine.
Complete Radiators. The Company's lines of complete radiators are
produced for automotive, light and heavy truck applications and consist of more
than 700 models, which are able to service approximately 90% of the automobiles
in the United States. The Company has established itself as an industry leader
with its well recognized line of Ready-Rad(R) radiators. The Ready-Rad(R) Plus
line has become extremely popular because of its ability to fit the requirements
of a broad line of vehicles, enabling distributors to service a larger number of
vehicles with lower inventory levels.
The Company introduced its Ready Rad(R) Heatbuster line of complete
radiators in fiscal 1994. This line of replacement radiators is specially
designed to provide approximately 20% more cooling capability than a standard
radiator. The Heatbuster line is the ideal replacement radiator for vehicles
which are used for towing, hauling, plowing, or off-highway purposes, and as a
result, it has been particularly popular in the growing light truck segment of
the automotive fleet.
Radiator Cores. Radiator cores are the largest and most expensive
component of a complete radiator. The Company's Ready-Core(R) line consists of
2,500 models of radiator cores for automobiles and light trucks. Given the wide
range of cores required by today's automobile and truck fleet, there are many
times when a specific core is not readily available. In these cases, the Company
can produce a new core, on demand, within several hours. The Company is able to
provide same day service to virtually the entire United States using its 13
strategically positioned, regional manufacturing plants.
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Industrial cores are heavy duty units which are constructed of
extremely durable materials in order to meet the demands of the commercial
marketplace. The Company produces approximately 13,000 models of industrial
cores, and these products serve many different needs in a variety of markets. In
general, an industrial core is much larger than an automotive core and typically
sells for four times the cost of an automotive core.
Heater Cores. The Company produces more than 350 different heater core
models for domestic and foreign cars and trucks, which cover the requirements
for more than 95% of today's automotive fleet. A heater core is part of a
vehicle's heater system through which heated coolant from the engine cooling
system flows; the warm air generated as the liquid flows through the heater core
is propelled into the vehicle by a fan.
The Company's Ready-Aire(R) line of heater cores is recognized as an
industry leader and its models utilize both cellular and tubular technology.
Traditional heater cores utilize cells to transport coolant through the unit,
while the more modern models transport coolant through tubes. The Company
introduced its tubular CT Ready-Aire(R) line of heater cores in 1988, and its CT
heater cores now account for approximately 20% of the Company's total heater
core sales.
Air Conditioning Condensers. Automotive air conditioning condensers
were added to the GDI product line in 1996 through the acquisition of certain
assets and assumed liabilities of Rahn Industries, Inc., an aftermarket supplier
of automotive air conditioning condensers. Air conditioning condensers are a
component of a vehicle's air conditioning system which removes heat from the air
conditioner refrigerant allowing the refrigerant to produce cool air for
circulation into the passenger compartment by a fan. GDI distributes this
product under both the GDI and Rahn Industries brands and has fully integrated
this product in the GDI distribution network. GDI catalogs more than 900
condenser part numbers through Rahn.
Parts and Supplies. The Company sells radiator shop supplies and
consumable products used by its customers in the process of radiator repairs.
The Company's extensive line includes radiator parts, small hand tools and
equipment, and solders and fluxes. The Company is one of the largest domestic
suppliers of stamped metal radiator parts, supplying these parts to regional
core manufacturers throughout the United States.
The Crown Divisions
The Company's Crown Divisions are comprised of three interrelated
businesses. The principal products produced and services performed by each of
these businesses is set forth below.
Utility Truck and Van Conversions. The Company is one of the leaders in
the installation of specialized interiors in utility trucks and vans for major
commercial fleets such as Sears, Airborne Express, General Electric and the
regional telephone companies. The Company's van conversion installation
facilities are strategically located near each of the major production
facilities for utility trucks and vans of Ford, Chrysler and General Motors. The
Company offers its customers a full range of customizing options ranging from
the installation of ladder racks, specialized bins and shelves and other
components for convenient and safe storage to decaling the outside of the
vehicle. Each interior is installed according to the customer's specifications,
based upon various design and equipment options offered by the Company. Much of
the specialized equipment installed by the Company in its conversion business is
also manufactured by the Company. During 1997 the Company, under a short-term
contract with the Ford Motor Company, upfit approximately 10,000 Aerostar and
Windstar mini vans for the U.S. Postal Service. The modifications were completed
at the Company's Lorain, Ohio and St. Charles, Missouri facilities. In December
1997, the Company acquired substantially all of the assets of a small Canadian
van upfitter to provide greater access to the Canadian market.
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The Company enjoys a reputation in the industry for offering new and
innovative products. For example, the Company introduced in the early 1990's its
exclusive Slide-Down(TM) ladder rack, which enables service technicians to
easily load and unload heavy ladders from the top of a vehicle with the reduced
risk of back injury and strain. Recently, a new, easily removable storage system
for mini-vans called Slide-Lock(TM) was introduced which offers users the
ability to switch back and forth between a passenger van and a service van
within minutes. The Company is continually seeking to capitalize on its
reputation by marketing these innovations to the automotive companies as
value-added factory programs and options.
Fabricated Metal Products. The Company designs, manufactures and
assembles over 400 different fabricated metal parts such as high tolerance
cabinets for telecommunications and other industrial customers such as
Ingersoll-Rand, Lucent Technologies, DSC and East Penn. The Company's metal
fabrication business is principally conducted out of its Wooster, Ohio and
Thomaston, Georgia manufacturing facilities. Certain of the products produced by
the Company are used in its own van conversion business. In addition to van
conversion products, the Company also produces fabricated metal components for
telephone switching equipment, wireless communications equipment, stationary
rotary air compressors and heavy duty battery boxes. The Company focuses on the
production of large, complex parts that typically require greater engineering
and more sophisticated production techniques than traditional high volume,
undifferentiated products. The Company's Wooster, Ohio facility is currently
ISO-9001 certified and expects to attain the automotive standard, QS-9000,
certification in the first half of 1998.
Truck Cab Conversions. Prior to December 1997 the Company produced a
four-door pickup truck cab for Ford's F-Series Truck (a "Crew Cab") and modified
rear wheel fender assemblies to accommodate a dual rear wheel axle ("DRWs"). The
Crew Cab was produced by the Company utilizing an assembly line production
process in which various stamped components were assembled using certain welding
techniques. In much the same fashion, the Company produced DRWs in order to
provide adequate space for the additional tire on each side of the rear wheel
axle assembly. Prior to December 1997 the Company was the exclusive supplier of
Crew Cabs and DRWs to Ford, and had provided such products to Ford for 30 years
and 20 years, respectively, excluding a brief period from 1980 to 1982 when Ford
did not offer either option with its F-Series Pickup Trucks. Ford moved the
manufacture of Crew Cabs and DRWs in-house in late 1997. The Company's Crew
Cab/DRW production facility in Louisville, Kentucky was closed in December 1997.
The G&O Manufacturing Company Division
Through its G&O division, the Company designs, manufactures and markets
radiators and charge air coolers to OEMs of heavy duty trucks, buses and
industrial and off-highway equipment such as generator sets, construction
vehicles, railroad locomotives and military equipment. The Company manufactures
its products in Jackson, Mississippi. The Company's Jackson, Mississippi
facility is ISO 9002 certified, which is an internationally recognized
verification system for quality management.
Radiators. The Company custom designs, manufactures and sells
approximately 400 different models of radiators, which are specifically designed
and engineered to meet customer specifications. The Company's radiators are
specifically engineered to withstand a variety of demanding customer
applications. The Company's radiators are sold under the widely-recognized
Ultra-Fused(R) brand name utilizing welded tube-to-header core constructions.
Charge Air Coolers. The Company offers its customers approximately 200
different models of aluminum charge air coolers. A charge air cooler is a device
that is used to decrease the temperature of the air that is used by the engine
in its combustion process, which in turn improves the operating efficiency of
the engine and lowers its emission levels. The Company believes that the demand
for charge air coolers will continue to increase as the Company's customers face
increasing pressure to produce vehicles and equipment that are more fuel
efficient and less polluting.
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In July 1995, the Company placed a significant purchase order to obtain the
necessary equipment to add an aluminum manufacturing line to produce charge air
coolers and radiators. The new line became operational in early 1997.
G&O's traditional Class 8 truck market has become increasingly
competitive and the Company's share of this market has been reduced. The
Company believes there are opportunities to expand into the specialty vehicle
marketplace which is not as well served as our traditional Class 8 truck market.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS, FOREIGN OPERATIONS AND EXPORT
SALES
The Company operates principally in one segment, "automotive and truck
products." Applicable segment information appears in Note 3 of the Notes to
Consolidated Financial Statements contained in the Registrant's 1997 Annual
Report to Stockholders, certain portions of which are filed as Exhibit 13 to
this Report. All such information is incorporated herein by reference. Export
sales from North America were below 10% in each of the years reported. The
Company has a manufacturing facility in Mexico which has no sales in Mexico and
acquired a van upfitting facility in Canada in December 1997.
CUSTOMERS
The Company sells its products and services to a wide variety and large
number of industrial and other commercial customers. The Company supplies
radiators, charge air coolers and cooling modules to OEMs of heavy duty trucks,
such as PACCAR and Mack, and OEMs of industrial and off-highway equipment, such
as Cummins Power Generation, AM General and Oshkosh Truck Corporation. Principal
customers of the Company's van conversion products and services include
operators of large commercial fleets such as Sears, General Electric and
Airborne Express. The Company sells its replacement radiators and other heat
transfer products to national retailers of aftermarket automotive products, such
as AutoZone and Pep Boys, and warehouse distributors, radiator shops, parts
jobbers and, to a lesser extent, OEMs.
The Company's largest customer was Ford. During 1997, 1996 and 1995,
Ford accounted for approximately 27%, 24% and 38%, respectively, of the
Company's net sales and a significantly greater portion of total 1997, 1996 and
1995 profitability on both an historical and pro forma basis. The 1997 sales
percentage includes sales to Ford of both Crew Cab/DRW components and upfitted
vans destined for the U.S. Postal Service. The Company was the exclusive
supplier of certain components of the Crew Cab and Dual Rear Wheel pickup truck
models to Ford under a five-year contract that expired on December 31, 1995. The
Company had a facility in Louisville, Kentucky dedicated solely to the
production of Crew Cab and DRW components. Ford moved production of its Crew Cab
and Dual Rear Wheel pickup truck models in-house in December 1997 and the
Kentucky production facility has been closed.
In 1997 and 1996, the Company had no other customers who individually
accounted for greater than 10% of the Company's net sales. In 1995 other
significant customers included PACCAR which accounted for 11% of the Company's
net sales. The Company had net sales to Allen of approximately $0.9 million in
1997, $0.7 million in 1996 and $2.9 million in 1995 for fabricated metal
products used by Allen in its telecommunications and automotive emissions test
businesses. The Company believes that the terms of such sales were no less
favorable than what could have been achieved through arms-length negotiations.
The Company expects such sales to Allen to continue in the foreseeable future.
SALES AND MARKETING
The Company maintains a separate sales and marketing department at each
of its principal operating units. By focusing its sales effort at the operating
unit level, the Company enables its sales staff to develop a thorough
understanding of such unit's technical and production capabilities and of the
overall market in which such unit operates. The Company has approximately 280
individuals involved in sales and marketing efforts.
At G&O, the Company has an in-house sales management staff who are
responsible for growing the business, servicing existing customers and
identifying new marketing opportunities. These individuals and in-house
engineering specialists, work in close consultation with its customers'
engineering staff in order to provide the technical expertise and advice needed
in the development stage of new customer products. In addition, G&O's engineers
work closely
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with truck engine OEMs, such as Cummins Engine and Detroit Diesel, during the
early stages of new product development and design. G&O has historically focused
on sales of its products to domestic OEMs of heavy duty trucks and industrial
equipment. In recent years, G&O has expanded its focus to include certain
foreign sales opportunities. For example, G&O has been supplying charge air
coolers to customers in India.
The Company's Crown Divisions employ direct salespersons dedicated to
servicing the national fleet and leasing companies and truck and van OEMs such
as Ford, GM and Chrysler and independent sales representatives to manage the
over 160 dealer/distributors nationwide. In 1997, the Company expanded direct
fleet coverage to develop its west coast opportunities and support distribution
warehousing in Los Angeles, California and Dallas, Texas. In addition, the
Company utilizes several direct salespersons and an independent sales
representative force to service the telecommunications industry and other
industrial buyers of fabricated metal products and value added assemblies.
GDI's sales and marketing efforts are under the direction of GDI's
Senior Vice President of Sales and Marketing, who oversees four regional sales
managers. Each regional sales manager is responsible for the Company's branches
and agencies located in his assigned region. GDI also employs several marketing
specialists who report to a Vice President of Marketing and develop, implement
and monitor GDI's various marketing and advertising programs. As part of its
current marketing efforts, GDI is focusing on increasing its sales to the
fastest growing segments of the automotive aftermarket. In addition, a Vice
President of Special Market Sales reports to the Senior Vice President of Sales
and Marketing and is responsible for sales to retailers and auto parts
warehouses. A Vice President of Heavy Duty Sales and Marketing specializes in
sales of products to the fleet and industrial markets and reports to the Senior
Vice President of Sales and Marketing.
COMPETITION
The Company faces significant competition within each of the markets in
which it operates. In each of its product lines, the Company believes that it is
among the major manufacturers and that competition is widely distributed. The
Company's principal methods of competition include product design, performance,
price, service, warranty, product availability and timely delivery. In both its
original equipment and replacement heat transfer product lines, the Company
competes with the national producers of heat transfer products, such as Modine
Manufacturing Company and Valeo Engine Cooling Systems, the internal operations
of OEMs and, to a lesser extent, local and regional manufacturers.
With respect to its OEM radiator business, the Company principally
competes for new business both at the beginning of the development phase of a
new model or offering and upon the redesign of existing models used by its major
customers. New model development generally begins two to three years prior to
the marketing of the vehicle to the public. Once a producer has been designated
to supply components to a new program, an OEM will generally continue to
purchase those components from the designated producer for the life of the
program.
Leadership in the truck and van conversion business largely relies on
close proximity to factory assembly plants, maintenance of quality standards to
retain authorized factory ship through capability, and an ability to "flex"
capacity to meet seasonal demands and satisfy customer delivery requirements.
INTELLECTUAL PROPERTY
The Company owns a number of foreign and U.S. patents and trademarks.
The patents expire on various dates from 2009 to 2013. In general, the Company's
patents cover certain of its radiator manufacturing processes. The Company has
entered into licensing and other agreements with respect to certain patents,
trademarks and manufacturing processes it uses in the operation of its business.
The Company believes that it owns or has rights to all
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patents and other technology necessary for the operation of its business. The
Company does not consider any single patent or trademark or group of patents or
trademarks to be material to its business as a whole.
RAW MATERIALS AND SUPPLIERS
The principal raw materials used by the Company in its original
equipment and replacement radiator product lines are copper and brass. Although
these materials are available from a number of vendors, the Company has chosen
to concentrate its sources with a limited number of long-term suppliers. The
Company believes this strategy results in purchasing and operating economies.
Outokumpu, a Swedish corporation, supplied the Company with approximately 90% of
its copper and brass requirements in 1997, 1996 and 1995. With respect to the
Company's other manufacturing operations, the primary raw material used by the
Company is steel, which is generally available from a number of suppliers. The
Company believes its sources for raw materials are very reliable and adequate
for its needs. The Company has not experienced any significant supply problems
in its operations and does not anticipate any significant supply problems in the
foreseeable future.
The Company typically executes purchase orders for its anticipated
copper and brass requirements approximately three to six months prior to the
actual delivery date. The purchase price for such copper and brass is
established at the time orders are placed by the Company and not at the time of
delivery. During 1995 copper prices remained near record highs for the entire
year. In mid-July 1996 copper prices declined significantly; however by year end
1996, the copper market had firmed and prices were trending higher. Prices
continued to climb until mid-year 1997 at which time a steady decline began
which continued through the end of 1997. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Item 7."
BACKLOG
The Company's backlog was approximately $8.1 million at December 31,
1997 as compared to approximately $18.7 million at December 31, 1996 primarily
as a result of the end of the Crew Cab/DRW program. Backlog consists of product
orders for which a customer purchase order has been received and is scheduled
for shipment within 12 months. Since orders may be rescheduled or canceled,
backlog does not necessarily reflect future sales levels.
SEASONALITY
Historically, G&O and Crown have experienced a slight decrease in
revenues and operating income during the third and fourth calendar quarters as
compared to the first and second quarters. Third quarter results are affected by
scheduled plant shut-downs for vacations and model year changeovers while fourth
quarter results are affected by scheduled plant shut-downs for the holiday
season. The Company expects the second and third quarters to be positively
impacted and the first and fourth quarters to be negatively impacted by the
operating results of GDI, which typically experiences higher sales during the
summer months as the demand for replacement radiators tends to increase and
lower sales during the winter months. GDI's seasonal impact is expected to
become more pronounced on TransPro as a whole during 1998 and beyond with the
elimination of the far less seasonal Crew Cab/DRW program.
RESEARCH AND DEVELOPMENT
Research and development expenses were approximately $165,000,
$106,000, and $177,000 for the year ended December 31, 1997, 1996 and 1995
respectively.
EMPLOYEES
At December 31, 1997, the Company had approximately 2,300 employees. Of
these employees approximately 1,200 were covered by collective bargaining
agreements. The Company's collective bargaining agreements are independently
negotiated at each manufacturing facility and expire on a staggered basis.
Locals affiliated with the International Union of Electronic, Electrical,
Technical, Salaried and Machine Workers (AFL-CIO) and the United
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Paperworkers International Union represent approximately 25% and 20%,
respectively, of the Company's unionized employees. In addition, a local Mexican
labor union represents approximately 47% of the Company's unionized employees.
The Company believes that its relations with its unions and employees are good.
In 1994 the Company experienced a three week work stoppage at its Jackson,
Mississippi facility. Except for the work stoppage noted above, the Company has
successfully renegotiated seven collective bargaining agreements over the last
several years, although there can be no assurance that the Company will not
experience work stoppages in the future.
ITEM 2. PROPERTIES
The Company maintains its corporate headquarters in New Haven,
Connecticut and conducts its operations through 12 principal manufacturing and
assembly facilities. The Company believes its property and equipment are in good
condition and suitable for its needs. The Company estimates that its plants
operate at between 40% and 95% of capacity on a six-day basis. The Company has
sufficient capacity to increase production with respect to its original
equipment and replacement radiator product lines as well as its van conversion
and fabricated metal products operations. The Company's principal manufacturing
and assembly facilities are as follows:
APPROXIMATE OWNED/
LOCATION SQUARE LEASED PRODUCT LINE
FOOTAGE
- ------------------------------- ----------- -------- --------------------------------------
New Haven, Connecticut 158,800 Owned(1) Corporate headquarters, GDI
headquarters, tubes for original
equipment radiators (2)
Jackson, Mississippi 135,885 Owned Original equipment radiators
Wooster, Ohio 216,000 Owned(1) Fabricated metal products, van
conversion
Lorain, Ohio 79,846 Owned Van conversion
Thomaston, Georgia 30,000 Owned Fabricated metal products
Baltimore, Maryland 10,000 Leased Van conversion
Bridgeton (St. Louis), Missouri 16,900 Leased Van conversion
Louisville, Kentucky 129,000 Leased(3) Truck cab & dual rear wheel assembly
Dallas, Texas 50,050 Leased Replacement radiators (radiator cores)
Nuevo Laredo, Mexico 109,055 Leased Replacement radiators (radiator cores)
Maquoketa, Iowa 38,000 Leased Parts and tooling for replacement
radiators
Los Angeles, California 32,900 Leased Air conditioning condensers
Atlanta, Georgia 14,000 Leased Air conditioning condensers
Mississauga, Ontario, Canada 14,616 Leased Van conversion
Philadelphia, Pennsylvania 15,300 Leased Air conditioning condensers
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(1) Subject to IRB financing arrangements.
(2) In December 1996, most of the manufacturing operation was moved to
Jackson, Mississippi. A small tube mill operation remains. The Company
is currently attempting to lease the unoccupied manufacturing/
warehousing space to an outside party.
(3) In December 1997, the manufacturing operation was closed, the lease
commitment expires in June 1998.
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11
As part of its replacement radiator business, the Company maintains a
nationwide network of manufacturing and distribution facilities which enables
the Company to provide its customers generally with same day delivery service.
In addition to the three manufacturing facilities for replacement radiators
described above, the Company also operates 12 fully equipped, regional
manufacturing facilities. These twelve facilities are all leased, average
approximately 11,000 square feet in size and are strategically located to
generally provide same-day service to virtually the entire United States. The
Company also has 50 local branch offices and 20 independent agencies and 2
distribution centers that comprise its nationwide local distribution network.
All of the Company-owned local distribution facilities are leased and are
approximately 6,000 square feet in size.
ENVIRONMENTAL MATTERS
As is the case with manufacturers of similar products, the Company uses
certain hazardous substances in its operations, including certain solvents,
lubricants, acids, paints and lead, and is subject to a variety of environmental
laws and regulations governing discharges to air and water, the handling,
storage and disposal of hazardous or solid waste materials and the remediation
of contamination associated with releases of hazardous substances. These laws
include the Resource Conservation and Recovery Act (as amended), the Clean Air
Act (as amended), the Clean Water Act of 1990 (as amended) and the Comprehensive
Environmental Response, Compensation and Liability Act (as amended). The Company
believes that, as a general matter, its policies, practices and procedures are
properly designed to reasonably prevent risk of environmental damage and
financial liability to the Company. The Company believes it is reasonably
possible that environmental related liabilities may exist with respect to one
industrial site formerly occupied by the Company. Based upon environmental site
assessments, the Company believes that the cost of any potential remediation for
which the Company may ultimately be responsible will not have a material adverse
effect on the consolidated financial position, results of operation or liquidity
of the Company. The Company has an environmental policy that confirms its
commitment to compliance with existing environmental regulations and planning to
reduce the level of pollutants in the manufacturing process.
The Company currently does not anticipate any material adverse effect
on its consolidated results of operations, financial condition or competitive
position as a result of compliance with federal, state, local or foreign
environmental laws or regulations. However, risk of environmental liability and
charges associated with maintaining compliance with environmental laws is
inherent in the nature of the Company's business and there is no assurance that
material environmental liabilities and compliance charges will not arise. The
Company has assumed all environmental liabilities, if any, associated with the
former Allen Automotive and Truck Products Business and GDI.
ITEM 3. LEGAL PROCEEDINGS
Various legal actions are pending against or involve the Company with
respect to such matters as product liability, casualty and employment-related
claims including one potential claim under the Americans with Disabilities Act
and one claim of sexual harassment of a group of non-exempt union employees by
another non-exempt union employee at one of the Company's manufacturing
facilities. In the opinion of management, after review and consultation with
counsel, the aggregate liability, if any, that ultimately may be incurred in
excess of amounts already provided should not have a material adverse effect on
the consolidated financial position, results of operations, or liquidity of the
Company
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1997.
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EXECUTIVE OFFICERS OF THE REGISTRANT*
SERVED AS
OFFICER POSITION OR OFFICE WITH THE COMPANY & BUSINESS
NAME AGE SINCE EXPERIENCE DURING PAST FIVE (5) YEAR PERIOD
- ---- --- ----- -------------------------------------------
Henry P. McHale 59 July 1995 President, Chief Executive Officer and
Director, since 1995; President and Chief
Executive Officer of GDI, 1992 through
1995. Prior thereto, various executive
positions with Ladish Corporation and
Rockwell Automotive.
Jeffrey L. Jackson 50 August 1995 Vice President of Human Resources, since
1995; Vice President of Human Resources of
GDI, 1992 through 1995. Prior thereto,
Managing Director of Resources of IMCOR
since 1990.
John C. Martin, III 45 July 1995 Vice President, Treasurer, Secretary and
Chief Financial Officer, since 1995; Vice
President and Treasurer of The Allen Group,
1991 through 1995.
Timothy E. Coyne 43 October 1996 Vice President and Corporate Controller,
since 1996; Vice President of Finance and
Administration and Treasurer of Keene
Corporation 1990 through 1996. (1)
Michael Hooper 52 February 1998 President of the Crown Divisions since
1996; Senior Vice-President of Findlex
Corporation from 1993-1996, various
execution positions with Rockwell
International and CMW, Inc.
(1) On December 3, 1993 Keene Corporation filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code as a direct result of
asbestos-related lawsuits which named Keene as a defendant. Keene emerged from
Chapter 11 pursuant to a plan of reorganization effective July 31, 1996.
* All officers are elected by the Board of Directors.
The information contained in the Company's 1998 Proxy Statement under
the heading "Proposal No. 1 -- ELECTION OF DIRECTORS" and under the heading
"EXECUTIVE COMPENSATION -- Section 16(a) Beneficial Ownership Reporting
Compliance" is incorporated herein by reference.
12
13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the New York Stock Exchange.
The number of stockholders of record of the Company's Common Stock as of the
close of business on March 4, 1998, was 1,325. Information regarding market
prices and dividends declared for the Company's Common Stock is shown below for
1997 and 1996. Market prices are closing prices quoted on the New York Stock
Exchange, the principal exchange market for the Company's Common Stock. The
Company currently expects that comparable dividends will continue to be paid in
the future, although there can be no assurance of this.
YEAR ENDED DECEMBER 31, 1997
------------------------------------------
1ST QTR 2ND QTR 3RD QTR 4TH QTR
------- ------- ------- -------
Market price of common stock
---High $10 $ 8 7/8 $11 15/16 $11 1/2
---Low $ 8 5/8 $ 7 1/8 $ 8 3/8 $ 7 5/8
Dividends per share $ .05 $ .05 $ .05 $ .05
YEAR ENDED DECEMBER 31, 1996
----------------------------------------
1ST QTR 2ND QTR 3RD QTR 4TH QTR
------- ------- ------- -------
Market price of common stock
---High $11 $ 8 3/4 $ 8 3/8 $ 9 1/4
---Low $ 6 1/4 $ 6 3/4 $ 5 1/2 $ 6 3/4
Dividends per share $ .05 $ .05 $ .05 $ .05
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by
reference to "Financial Highlights" contained in the Registrant's 1997 Annual
Report to Stockholders, portions of which are filed as Exhibit 13 to this
report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is incorporated herein by
reference to "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained in the Registrant's 1997 Annual Report to
Stockholders, portions of which are filed as Exhibit 13 to this Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by
reference to the Consolidated Statements of Income, Consolidated Statements of
Comprehensive Income, Consolidated Balance Sheets, Consolidated Statements of
Cash Flows and Consolidated Statements of Stockholders' Equity, to the Notes to
Consolidated Financial Statements and to "Report of Independent Accountants"
contained in the Registrant's 1997 Annual Report to Stockholders, portions of
which are filed as Exhibit 13 to this Report.
13
14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements between Registrant and its independent
accountants on accounting and financial disclosure during the year ended
December 31, 1997.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Portions of the information required by this item are included in Part
I hereof, on page 12 of this Report. Other information required by this item is
contained in the Company's 1998 Proxy Statement under the heading, "Proposal No.
1 - Election of Directors" and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information contained in the Company's 1998 Proxy Statement under
the heading "EXECUTIVE COMPENSATION" is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained in the Company's 1998 Proxy Statement under
the headings "STOCK OWNERSHIP -- Principal Stockholders and Directors and
Officers" is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained in the Company's 1998 Proxy Statement, under
the heading "CERTAIN TRANSACTIONS" is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements of the Registrant
The Consolidated Financial Statements of the Registrant listed below,
together with the Report of Independent Accountants, dated February 13, 1998,
are incorporated herein by reference to the Registrant's 1997 Annual Report to
Stockholders, portions of which are filed as Exhibit 13 to this Report.
Consolidated Statements of Income for the Years Ended December 31,
1997, 1996, and 1995
Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 1997, 1996 and 1995
Consolidated Balance Sheets at December 31, 1997 and 1996
Consolidated Statements of Cash Flows for the Years Ended December 31,
1997, 1996, and 1995
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1997, 1996, and 1995
Notes to Consolidated Financial Statements
Report of Independent Accountants
14
15
(a) (2) Financial Statement Schedules
The following additional information should be read in conjunction
with the Consolidated Financial Statements of the Registrant described in
Item 14(a)(1) above:
Schedule II - Valuation and Qualifying Accounts, on page 20 of this
Report
Schedules other than the schedule listed above are omitted because they
are not applicable, or because the information is furnished elsewhere in the
Consolidated Financial Statements or the Notes thereto.
(a) (3) Exhibits
The information required by this Item relating to Exhibits to this
Report is included in the Exhibit Index in (c) below.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the 1997 fiscal
year.
(c) Exhibits -- The following exhibits are filed as part of this report:
2.1 Agreement, dated June 15, 1995, between Allen Heat Transfer
Products, Inc., AHTP II, Inc., GO/DAN Industries and Handy &
Harman Radiator Corporation. (1)
3.1 (i) Restated Certificate of Incorporation of TransPro, Inc. (1)
3.1 (ii) By-laws of TransPro, Inc. (1)
4.1 Form of Rights Agreement between the Company and the First
National Bank of Boston, as Rights Agent (including form of
Certificate of Designations of Series A Junior Participating
Preferred Stock and form of Rights Certificate). (1)
4.2 Form of Credit Agreement between the Company and the First
National Bank of Boston, as agent, and the other lenders named
therein. (1)
The Company is a party to certain other long-term debt agreements
each of which does not exceed 10 percent of the total assets of
the Company and its subsidiaries on a consolidated basis. The
Company agrees to file such agreements upon request from the
Securities and Exchange Commission.
4.3 Amendment to Credit Agreement between the Company and the First
National Bank of Boston, as agent, and other lenders named
therein.
10.1 TransPro, Inc. 1995 Stock Plan. (1)
10.2 Form of Stock Option Agreement under the 1995 Stock Option Plan
(1)
10.3 Form of Restricted Stock Agreements between the Company and
Messrs. Scanlon and Martin (two agreements). (1)
10.4 Form of TransPro, Inc. 1995 Nonemployee Directors Stock Option
Plan. (1)
10.5 Form of Stock Option Agreement under the 1995 Nonemployee
Directors Stock Option Plan. (1)
15
16
10.6 Form of Contribution Agreement between Allen and the Company.
(1)
10.7 Form of Instrument of Assumption of the Company. (1)
10.8 Form of Interim Services Agreement between Allen and the
Company. (1)
10.9 Form of Consulting Agreement between Allen and the Company. (1)
10.10 Form of Indemnification Agreement. (1)
10.11 Form of Employment Agreement between the Company and Henry P.
McHale. (1)
10.12 Form of Employment Agreement between the Company and John C.
Martin, III. (1)
10.13 Form of Employment Agreement between the Company and Raymond M.
Scanlon. (1)
10.14 Form of Key Employee Severance Policy. (1)
10.15 Letter Agreement, dated July 21, 1993 between Andrew J.
Mazzarella and GO/DAN Industries. (1)
10.16 Letter Agreement, dated December 15, 1992 between Jeffrey J.
Jackson and GO/DAN Industries. (1)
10.17 Letter Agreement, dated September 24, 1996 between Timothy E.
Coyne and Transpro, Inc.(2)
13 Portions of the 1997 Annual Report to Stockholders incorporated
by reference herein
21.1 Subsidiaries of the Company
23 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on signature page)
27.1 Financial Data Schedule - for year ended December 31, 1997
27.2 Financial Data Schedule - for the year ended December 31, 1996
27.3 Financial Data Schedule - for the 9 months ended September 30,
1997, the 6 months ended June 30, 1997 and the 3 months ended
March 31, 1997
27.4 Financial Data Schedule - for the 9 months ended September 30,
1996, the 6 months ended June 30, 1996 and the 3 months ended
March 31, 1996
----------------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-96770).
(2) Incorporated by reference to the Company's 1996 Form 10-K (File No.
1-13894).
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17
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
TransPro, Inc.
By /s/ Henry P. McHale
------------------------------------------------
Henry P. McHale
President, Chief Executive Officer, and Director
Date: March 20, 1998
POWER OF ATTORNEY
Each of the undersigned hereby appoints Barry R. Banducci and Henry P.
McHale, and each of them severally, his or her true and lawful attorneys to
execute on behalf of the undersigned any and all amendments to this annual
report on Form 10-K and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission.
Each such attorney will have the power to act hereunder with or without the
others. Each of the undersigned hereby ratifies and confirms all such attorneys,
or any of them may lawfully do or cause to be done by virtue thereof.
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.
BOARD OF DIRECTORS
/s/ HENRY P. MCHALE March 20, 1998
- -----------------------------------
Henry P. McHale, Director
/s/ WILLIAM J. ABRAHAM, JR. March 20, 1998
- -----------------------------------
William J. Abraham, Jr., Director
/s/ BARRY R. BANDUCCI March 20, 1998
- -----------------------------------
Barry R. Banducci, Director
/s/ PHILIP WM. COLBURN March 20, 1998
- -----------------------------------
Philip Wm. Colburn, Director
/s/ PAUL R. LEDERER March 20, 1998
- -----------------------------------
Paul R. Lederer, Director
/s/ SHARON M. OSTER March 20, 1998
- -----------------------------------
Sharon M. Oster, Director
/s/ F. ALAN SMITH March 20, 1998
- -----------------------------------
F. Alan Smith, Director
17
18
/s/ JOHN C. MARTIN, III March 20, 1998
- -----------------------------------
John C. Martin, III
Vice President, Treasurer,
Secretary and Chief Financial
Officer
/s/ TIMOTHY E. COYNE March 20, 1998
- -----------------------------------
Timothy E. Coyne
Vice President and Controller
(Principal Accounting Officer)
18
19
REPORT ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of TransPro, Inc.:
Our report on the consolidated financial statements of TransPro, Inc. has been
incorporated by reference in this Form 10-K from page 45 of the 1997 Annual
Report to Stockholders of TransPro, Inc. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule listed in the index on page 15 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
Coopers & Lybrand L.L.P.
Hartford, Connecticut
February 13, 1998
19
20
SCHEDULE II
TRANSPRO, INC.
VALUATION AND QUALIFYING ACCOUNTS
Period Balance at Charged to Accounts Balance at
- ------ Beginning Costs and Written Off End of
(dollars in thousands) of Period Expenses and Other Period
---------- ---------- ----------- ----------
Year Ended December 31, 1997
Allowance for doubtful accounts $3,378 $1,790 $(1,727) $3,441
Allowance for obsolete inventory 4,942 1,299 (1,238) 5,003
Year Ended December 31, 1996
Allowance for doubtful accounts 3,059 1,090 (771) 3,378
Allowance for obsolete inventory 5,731 1,114 (1,903) 4,942
Year Ended December 31, 1995
Allowance for doubtful accounts 538 (100) 2,621* 3,059
Allowance for obsolete inventory 800 598 4,333* 5,731
* Consists primarily of the acquired balance of GDI
20