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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, 2002
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 of (IRS Employer Identification No.)
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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The aggregate market value of voting and non-voting common stock held by
non-affiliates of the Registrant at June 30, 2002 was $41,806,181. On March 1,
2003, there were 7,106,023 outstanding shares of the Registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2003 Annual Meeting of
Stockholders are incorporated by reference into Part III of this report.
Exhibit Index is on pages 48 through 50 of this report.
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TRANSPRO, INC.
INDEX TO ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 2002
PAGE
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PART I
Item 1. Business ..................................................................... 1
Item 2. Properties ................................................................... 7
Item 3. Legal Proceedings ............................................................ 8
Item 4. Submission of Matters to a Vote of Security Holders .......................... 8
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters ........ 10
Item 6. Selected Financial Data ...................................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations .................................................................. 12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................... 20
Item 8. Financial Statements and Supplementary Data .................................. 21
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure .................................................................. 47
PART III
Item 10. Directors and Executive Officers of the Registrant ........................... 47
Item 11. Executive Compensation ....................................................... 47
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters ......................................................... 47
Item 13. Certain Relationships and Related Transactions ............................... 47
Item 14. Controls and Procedures ...................................................... 47
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ............. 48
Signatures ........................................................................... 51
PART I
ITEM 1. BUSINESS
Transpro, Inc. (the "Company") designs, manufactures and markets
radiators, radiator cores, heater cores, air conditioning parts (including
condensers, compressors, accumulators and evaporators) and other heat transfer
products for the automotive and light truck aftermarket. In addition, the
Company designs, manufactures and distributes radiators, radiator cores, charge
air coolers, oil coolers and other specialty heat exchangers for original
equipment manufacturers ("OEMs") of heavy trucks and industrial and off-highway
equipment and the heavy duty heat exchanger aftermarket. A description of the
particular products manufactured and the services performed by the Company in
each of its market segments is set forth below.
ORIGINS OF THE BUSINESS
The Company's origins date back to 1915 when a predecessor of the
Company's former G&O division commenced operations in New Haven, Connecticut as
a manufacturer of radiators for custom built automobiles, fire engines and
original equipment manufacturers. Allen Telecom Inc. ("Allen," formerly The
Allen Group Inc.) acquired G&O in 1970 as part of its strategy to become a
broad-based automotive supplier. The Company's GO/DAN Industries ("GDI")
division 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 US Auto
Radiator Manufacturing Corporation, to form a 50/50 joint venture partnership.
In 1995, Allen contributed all of the assets and liabilities of G&O, its
specialty fabricated metal products business and Allen's interest in GDI to the
Company. Immediately thereafter, Allen caused GDI to redeem Handy & Harman's
ownership interest in GDI. On September 29, 1995, Allen spun off the Company to
Allen's stockholders. The Company added replacement automotive air conditioning
condensers to its aftermarket product line with the acquisition of
substantially all of the assets, and the assumption of certain liabilities, of
Rahn Industries effective August 1996. The Company added other replacement
automotive air conditioning parts to its aftermarket product line with the
acquisition of the outstanding stock of Evap, Inc., which subsequently became
Ready-Aire, in a purchase transaction effective August 1, 1998. The Company
added re-manufactured automotive air conditioning compressors to its
aftermarket product line with the acquisition of the outstanding stock of A/C
Plus, Inc. in a purchase transaction effective February 1, 1999, which became
part of Ready-Aire.
In 1999, the Company decided to concentrate its efforts on its heating and
cooling systems business. Effective May 5, 2000, the Company sold substantially
all of the assets and liabilities of its Crown Specialty Metal Fabrication
business to Leggett & Platt, Incorporated.
On December 27, 2002, the Company acquired certain net assets of Fedco
Automotive Components Company ("Fedco"), based in Buffalo, New York, a wholly
owned subsidiary of Tomkins PLC. This acquisition strengthens the Company's
position in the heater core market and provides the Company with a new major
customer, capability to produce aluminum heaters in-house and the ability to
maximize the benefits generated by its in-house production of copper/brass
heater cores at its Mexico plant.
CURRENT STRUCTURE
The Company was previously comprised of three operating divisions that
supplied products and services to the automotive and truck aftermarket and
original equipment manufacturers of trucks and other industrial products. These
operating divisions were GDI, G&O, and Ready-Aire. GDI was a producer of
replacement radiators and other heat transfer products for the automotive and
truck aftermarkets. G&O produced and supplied radiators, charge air coolers,
and engine cooling system components for OEMs of heavy trucks, and industrial
and off-highway equipment. Ready-Aire was a manufacturer and distributor of
replacement automotive air conditioning parts for the automotive aftermarket
and a re-manufacturer of air conditioning compressors primarily for import
applications in the automotive aftermarket.
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Early in 2002, in order to improve customer focus, the Company was
reorganized into two strategic business groups ("SBG") based on the type of
customer served -- Automotive and Light Truck and Heavy Duty. The Automotive
and Light Truck SBG is comprised of a heat exchanger unit and a temperature
control unit. The heat exchanger unit was previously the largest portion of GDI
while Ready-Aire represents the temperature control business. The Heavy Duty
SBG consists of both an OEM and aftermarket unit. The OEM unit reflects the G&O
business while the aftermarket was included in GDI. In conjunction with the
reorganization, the Company also commenced a program to de-emphasize the use of
the GDI, G&O and Ready-Aire names and have all product names, including the
well-known trade names Ready-Rad (Registered Trademark) Radiators, Ready-Aire
(Registered Trademark) Heater Core and Air Conditioning Condensers, Ready-Aire
(Registered Trademark) Temperature Control Products, Ready-Core (Registered
Trademark) Radiator Cores and Ultra-Seal (Registered Trademark) Charge Air
Coolers, associated with Transpro, Inc.
MARKETS
The automotive and heavy truck parts industries target two distinct
markets, the aftermarket and the OEM market. The products and services used to
maintain and repair automobiles, vans, light trucks and heavy trucks, as well
as accessories not supplied with such vehicles when manufactured, form the
respective automotive and heavy truck aftermarkets. 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 and other heavy equipment forms the heavy
duty OEM market. The Company sells its products and services principally to the
automotive and heavy duty aftermarkets, as well as the heavy duty OEM market.
PRINCIPAL PRODUCTS AND SERVICES
The Company designs, manufactures and markets radiators, radiator cores,
heater cores, air conditioning parts (including condensers, compressors,
accumulators and evaporators) and other heat transfer products for the
automotive and light truck aftermarket. In addition, the Company designs,
manufactures and distributes radiators, radiator cores, charge air coolers, oil
coolers and other specialty heat exchangers for OEMs of heavy trucks and
industrial and off-highway equipment and the heavy truck and industrial product
aftermarket. A description of the particular products manufactured and the
services performed by the Company in each of its market segments is set forth
below.
AUTOMOTIVE AND LIGHT TRUCK PRODUCTS
The Company provides one of the most extensive product ranges of
high-quality radiators, radiator cores, heater cores, and air conditioning
condensers, compressors and parts to the automotive and light truck
aftermarket. The Company's primary radiator (both aluminum and copper/brass)
and copper/brass heater manufacturing facility in Nuevo Laredo, Mexico is
ISO-9002 certified, which is an internationally recognized verification system
for quality management. In addition to its standard models, the Company can
produce and deliver special orders typically within 24 hours through its 10
regional plants and 40 branch locations.
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 consists of: the radiator core, which
consists of coolant-carrying tubes and a large cooling area often made up of
metal fins; 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 re-circulated through
the engine.
Complete Radiators. The Company's lines of complete radiators are produced
for automobile and light and heavy truck applications and consist of more than
800 models, which are able to service approximately 95% of the automobiles and
light trucks in the United States. The Company has established itself as an
industry leader with its well-recognized line of Ready-Rad (Registered
Trademark) radiators. The Ready-Rad (Registered Trademark) Plus
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line with adaptable fittings has become 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. During 2001, the
Company acquired the capability to produce aluminum radiator cores in-house.
The Company introduced its Ready-Rad (Registered Trademark) Heatbuster
("Heatbuster") line of complete radiators in 1994. This line of replacement
radiators is specially designed to provide approximately 20% more cooling
capability than a standard radiator. The Heatbuster line is an 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 market of the automotive fleet.
Radiator Cores. A radiator core is the largest and most expensive
component of a complete radiator. The Company's Ready-Core (Registered
Trademark) 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 or next day
service to virtually the entire United States using its ten strategically
positioned regional manufacturing plants.
Heater Cores. The Company produces more than 350 different heater core
models for domestic and foreign cars and light trucks, which cover the
requirements of more than 95% of the automobiles and light trucks on the road
today. 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 then propelled into the vehicle's
passenger compartment by a fan.
The Company's Ready-Aire (Registered Trademark) line of heater cores is
recognized as an industry leader and its models utilize both cellular and
tubular technology. Traditional heater cores utilize folded metal cellular
construction to transport coolant through the unit, while the more modern
models transport coolant through tubes. The Company introduced its tubular CT
Ready-Aire (Registered Trademark) line of heater cores in 1988.
With the acquisition of Fedco, the Company added in-house aluminum heater
core manufacturing capability which allowed the Company to consolidate and
expand its existing copper/brass manufacturing capability at its Nuevo Laredo,
Mexico plant. The Company anticipates that this integration process will be
completed by mid 2003 and will result in the creation of "Centers of
Excellence" in Buffalo and in Mexico.
Radiator Parts and Supplies. The Company sold radiator shop supplies and
consumable products used by its customers in the process of radiator repairs.
The Company's extensive line included radiator parts, small hand tools and
equipment, solders and fluxes. The Company was one of the largest domestic
suppliers of stamped metal radiator parts, supplying these parts to regional
core manufacturers throughout the United States. During 2002, the Company
decided to exit this product line and closed its Maquoketa, Iowa manufacturing
plant.
Air Conditioning Compressors. The Company distributes more than 1,100
models of new and re-manufactured air conditioning compressors for domestic and
import applications in the automotive and light truck aftermarkets. The
compressor is designed to compress low-pressure vapor refrigerant, which is
drawn from the evaporator into a high-pressure gas, and then pumped to the
condenser.
Air Conditioning Condensers. Automotive air conditioning condensers were
added to the Company's product line in 1996. Air conditioning condensers are a
component of a vehicle's air conditioning system designed to convert the air
conditioner refrigerant from a high-pressure gas to a high-pressure liquid by
passing it through the air-cooled condenser. More than 300 condenser part
numbers are currently cataloged and distributed under the Ready-Aire
(Registered Trademark) brand.
Air Conditioning Accumulators. The Company offers over 200 accumulator
models. Accumulators act as a reservoir that prevents liquid refrigerant from
reaching the compressor. The accumulator uses a drying agent to remove moisture
from the system and a filter screen to trap any solid contaminants.
Air Conditioning Evaporators. The Company offers over 400 evaporator
models. Automotive air conditioning evaporators are designed to remove heat
from the passenger compartment. The core is generally located under the
dashboard or adjacent to the firewall and functions as a heat exchanger by
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passing low pressure liquid refrigerant through its passageways and forcing
warm air from the passenger compartment over the core. The refrigerant becomes
a low-pressure vapor and is then re-compressed by the compressor and
re-circulated.
Air Conditioning Parts and Supplies. The Company sells an extensive line
of other air conditioning parts and supplies. These other component parts
include driers, hose and tube assemblies, blowers and fan clutches.
HEAVY DUTY PRODUCTS
The Company designs, manufactures and markets radiators, radiator cores,
charge air coolers and engine cooling systems to OEMs in the heavy duty market.
All products are custom designed and produced to support a variety of unique
OEM engine cooling configurations for heavy-duty trucks, buses, specialty
equipment and industrial applications such as construction and military
vehicles and stationary power generation equipment. The Company's Jackson,
Mississippi production facility is ISO 9002 certified.
Radiators. The Company custom designs, manufactures and sells a wide range
of 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. Certain of the Company's radiators are sold under the
widely-recognized Ultra-Fused (Registered Trademark) brand name utilizing
welded tube-to-header core construction and are specifically engineered to meet
customer specifications to withstand a variety of demanding customer
applications.
Radiator Cores. Heavy truck and industrial cores are heavy-duty units,
which are constructed of extremely durable components in order to meet the
demands of the commercial marketplace. The Company catalogs approximately 9,500
models of industrial cores, and these products serve many different needs in a
variety of markets. In addition, the Company produces "special order" radiator
cores, upon requests from customers. A heavy truck or industrial core is
normally much larger than an automotive core and typically sells for three to
four times the price of an automotive core. Production of these cores occurs at
the Company's ten regional manufacturing plants.
Charge Air Coolers. The Company offers its OEM customers a wide range of
different models of aluminum charge air coolers. A charge air cooler is a
device that is used to decrease the temperature of air from a turbocharger 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. In 1999, the Company
obtained a U.S. Patent relating to its proprietary Ultra o Seal (Registered
Trademark) grommeted charge air cooler. This product offers significant
improvements in performance and reliability and exceeds current industry
guidelines for durability. Charge air coolers are also sold through the heavy
duty aftermarket.
Engine Cooling Systems. The Company offers a wide range of different
configurations of custom engine cooling systems to OEMs depending on customer
requirements. These systems typically consist of a radiator and charge air
cooler plus ancillary components to suit each OEM's requirement preferences.
Additional components to each system may include an air conditioning condenser,
oil or fuel cooler, shroud, guards, fan, hose and piping. The Company has
experienced a significant OEM interest and emerging preference towards the
supply of complete cooling systems.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS, EXPORT SALES AND DOMESTIC AND
FOREIGN OPERATIONS
The Company presently operates in two business segments in line with its
Strategic Business Groups, Automotive and Light Truck and Heavy Duty.
Applicable segment information appears in Note 16 of the Notes to Consolidated
Financial Statements contained in Item 8 of this Report. Export sales from
North America and sales to any one foreign country were below 10% of net trade
sales in the years ended December 31, 2002, 2001 and 2000.
CUSTOMERS
The Company sells its products and services to a wide variety and large
number of industrial and other commercial customers. The Company sells its
automotive and light truck products to national
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retailers of aftermarket automotive products (such as AutoZone, Advance, Pep
Boys, CSK and O'Reilly), warehouse distributors, radiator shops, hard parts
jobbers and other manufacturers. The Company supplies heavy-duty heat transfer
systems to OEMs of heavy duty trucks such as Paccar and Mack, and OEMs of
industrial and off-highway equipment, such as Cummins Power Generation and
Oshkosh Truck Corporation as well as to the heavy truck and industrial
equipment aftermarket.
The Company's largest customer during 2002, 2001 and 2000 was AutoZone.
AutoZone accounted for approximately 21%, 19% and 20% of net sales for 2002,
2001 and 2000, respectively. No other customer individually represented more
than 10% of net trade sales in any of the years reported.
SALES AND MARKETING
The Company maintains a separate sales and marketing department at its two
strategic business groups. By focusing its sales effort at the SBG 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 150 individuals involved in
sales and marketing efforts. The Company also utilizes independent
manufacturers' sales representatives to aid in its outside sales efforts in the
aftermarket channels.
COMPETITION
The Company faces significant competition within each of the markets in
which it operates. In its Automotive and Light Truck product lines, the Company
believes that it is among the major manufacturers and that competition is
widely distributed. The Company competes with the national producers of heat
transfer products, such as Modine Manufacturing ("Modine"), Visteon and other
internal operations of the OEMs, offshore suppliers and, to a lesser extent,
local and regional manufacturers. The Company's primary competition in the air
conditioning replacement parts business includes Four Seasons, a division of
Standard Motor Products, and numerous regional operators. The Company's
principal methods of competition include product design, performance, price,
customer service, warranty, product availability and timely delivery.
With respect to its heavy duty OEM business, the Company competes with
international producers of heat transfer products, such as Modine, Valeo Engine
Cooling Systems and Behr GmbH & Co. The Company principally competes for new
business both at the beginning of the development phase or offering of a new
model and upon the redesign of existing models used by its major customers. New
model heavy duty truck 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. Other heavy duty product development cycles approximate six months.
The primary competitors in the heavy duty aftermarket are regional
manufacturers.
INTELLECTUAL PROPERTY
The Company owns a number of foreign and U.S. patents and trademarks. The
patents expire on various dates from 2009 to 2019. In general, the Company's
patents cover certain of its radiator, heater, charge air cooler and air
conditioning accumulator 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 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 Automotive and
Light Truck and Heavy Duty product lines are copper, brass and aluminum.
Although copper, brass, aluminum and other primary 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
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operating economies. Outokumpu, a Swedish corporation, supplied the Company
with approximately 100% of its copper and brass requirements in 2002, 2001 and
2000. The Company sourced most of its aluminum needs from Alcoa Inc. during
2002 and 2001. The Company has not experienced any significant supply problems
for these commodities 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 three to nine 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.
BACKLOG
Backlog consists primarily of product orders for heavy duty OEM products
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. Backlog was approximately
$3.0 million at December 31, 2002, compared to $4.1 million at December 31,
2001. The Automotive and Light Truck SBG typically operates on a short lead
time order basis. As such, backlog is not indicative of future overall sales
levels.
SEASONALITY
The Company experiences stronger second and third quarters and weaker
first and fourth quarters due to the operating results of the Automotive and
Light Truck SBG. Higher sales are reported during the spring and summer months,
as the demand for replacement radiators and air conditioning parts and supplies
increases, while lower sales levels are reported during the fall and winter
months when only the heater core product line is in significant demand.
Historically, the Heavy Duty SBG has experienced a decrease in revenues and
operating income during the fourth quarter as results are affected by scheduled
plant shutdowns for the holiday season. It is expected that the acquisition of
Fedco's heater business will provide additional sales which are counter
cyclical to the Company's current business.
RESEARCH AND DEVELOPMENT
Research and development expenses, which were primarily within our Heavy
Duty SBG, were approximately $0.4 million in 2002, and $0.2 million in 2001 and
2000.
EMPLOYEES
At December 31, 2002, the Company had 1,823 employees. Of these employees,
902 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. Of the Company's unionized employees,
63% are employed at the Company's Mexico plant and are represented by a local
Mexican labor union. The Company has successfully re-negotiated collective
bargaining agreements over the last several years and feels labor relations are
good, although there can be no assurance that the Company will not experience
work stoppages in the future.
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. On January 27,
2003, the Company announced that it had signed a Consent Agreement with the
State of
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Connecticut Department of Environmental Protection. Under the agreement the
Company will voluntarily initiate the investigation and cleanup of
environmental contamination on property occupied by a wholly owned subsidiary
of the Company over 20 years ago. The Company believes there will not be a
material adverse impact to its financial results due to the investigation and
cleanup activities. The Company also believes it is reasonably possible that
environmental related liabilities might exist with respect to other industrial
sites formerly occupied by the Company. Based upon information currently
available, 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 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.
AVAILABLE INFORMATION
The Company periodically files reports with the Securities and Exchange
Commission. Copies of any filing may be obtained at no charge by visiting the
Company's website at www.transpro.com, the SEC's website at www.sec.gov or by
writing to Investor Relations Department; Transpro, Inc.; 100 Gando Drive; New
Haven, Connecticut 06513.
ITEM 2. PROPERTIES
The Company maintains its corporate headquarters in New Haven, Connecticut
and conducts its operations through the following principal facilities:
APPROXIMATE OWNED/ LEASE
LOCATION SQUARE FOOTAGE LEASED PRODUCT LINE EXPIRATION
- ------------------------------- ---------------- -------- -------------------------------------------- -----------
Memphis, Tennessee ............ 234,200 Leased Distribution and warehouse for heat 2007
exchange products
Arlington, Texas .............. 175,000 Leased Manufacture of remanufactured air 2012
conditioning compressors, air
conditioning parts and supplies
New Haven, Connecticut(1) ..... 158,800 Owned Administrative headquarters, --
manufacture of tubes for aftermarket and
original equipment radiators, test facility
Nuevo Laredo, Mexico .......... 158,000 Leased Manufacture of heat exchange products 2005
Buffalo, New York ............. 152,000 Leased Manufacture of heat exchange products 2003
Jackson, Mississippi .......... 135,900 Owned Manufacture of heavy duty heat --
exchange product
Laredo, Texas ................. 102,800 Leased Warehouse of heat exchange products, 2009
manufacture of tubes for aftermarket
radiators
Dallas, Texas ................. 50,100 Leased Manufacture of heat exchange products 2006
- ----------
(1) Subject to IRB financing arrangements. The Company has entered into an
agreement for the sale of this facility, which provides that the Company
will lease its existing occupied space, which approximates 74,000 square
feet. This transaction is expected to close during the second quarter of
2003.
The Company believes its property and equipment are in good condition and
suitable for its needs. The Company has sufficient capacity to increase
production with respect to its replacement radiator and original equipment
product lines and its air conditioning replacement parts business. In its
Automotive
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and Light Truck SBG, the Company maintains a nationwide network of forty branch
locations, which enable the Company to provide its customers, generally, with
same day delivery service. In the Heavy Duty SBG, the aftermarket is also
served through ten manufacturing plants. All of these branch and plant
facilities are leased and vary in size from 6,000 square feet to 20,000 square
feet. Information about long-term rental commitments appears in Note 15 of the
Notes to Consolidated Financial Statements contained in Item 8 of this Report.
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. Pursuant to an Agreement and Plan of Merger dated July 23, 1998 (the
"Purchase Agreement"), the Company acquired from Paul S. Wilhide ("Wilhide")
all of the common stock of EVAP, Inc. The consideration for this transaction
was a payment of $3.0 million in cash, the issuance of 30,000 shares of the
Company's Series B Convertible Redeemable Preferred Stock (the "Convertible
Shares"), and the potential for an "earn-out" payment to Wilhide based on a
calculation relating to EVAP's performance during the years 1999 and 2000.
There is presently a dispute between the Company and Wilhide relating to the
calculation of the earn-out. Wilhide claims that the value of his earn-out is
$3.75 million, while the Company believes that Wilhide is not entitled to any
earn-out. Under the Purchase Agreement, the earn-out would have, in the first
instance, been payable through an increase in the liquidation preference of the
Convertible Shares. Because, however, Wilhide has already met the agreed limits
as to the amount of Convertible Shares that may be converted into Transpro
common stock, any earn-out would likely be payable to Wilhide in cash. The
Agreement includes an arbitration provision and there is currently a dispute as
to the scope for the arbitration relating to the calculation of the earn-out
payment. Accordingly, on January 14, 2003, Wilhide commenced an action in Texas
State Court seeking a declaratory judgment that certain factors used by the
Company in its earn-out calculation were improper and should not be included in
the arbitration. Wilhide v. Ready Aire, Inc., and Transpro, Inc., Cause No.
96-196997-03 (Texas District Court, Tarrant County, 96th Judicial District).
The Company has filed an Application with the Court to have the entire matter
resolved in arbitration and intends to vigorously defend this matter. Depending
on the amount and timing, an unfavorable resolution of this matter could
materially affect the Company's consolidated financial position, future
operations or cash flows in a particular period.
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, 2002.
8
EXECUTIVE OFFICERS OF THE REGISTRANT:
POSITION OR OFFICE WITH THE COMPANY &
SERVED AS BUSINESS EXPERIENCE DURING
NAME AGE OFFICER SINCE PAST FIVE-YEAR PERIOD
- --------------------------- ---- ---------------- -------------------------------------------------
Charles E. Johnson ........ 57 March 2001 President, Chief Executive Officer and Director
of Transpro, Inc., since 2001; Chief Executive
Officer of Canadian General-Tower, Ltd., 1997
through 2001 and, from 1996 President and
Director; President and Chief Operating Officer
of Equion Corporation, 1993 through 1996.
Jeffrey L. Jackson ........ 55 August 1995 Vice President, Human Resources and Process
of Transpro, Inc., since July 2001; Vice
President, Human Resources of Transpro, Inc.,
from 1995 to July 2001.
Richard A. Wisot .......... 57 June 2001 Vice President, Treasurer, Secretary and Chief
Financial Officer of Transpro, Inc. since 2001;
Vice President, Treasurer and Chief Financial
Officer of Ecoair Corp., 1997 through 2001; Vice
President, Controller, Chief Accounting Officer
of Echlin Inc., 1990 through 1996.
David J. Albert ........... 55 June 2001 Vice President, Operations of Transpro, Inc.,
since 2001; President and Chief Executive
Officer of Hayden Industrial Products from 1996
through 2000.
Kenneth T. Flynn, Jr. ..... 53 September 2001 Vice President and Corporate Controller of
Transpro, Inc. since 2001; Consultant, 1999
through 2000; Vice President and Corporate
Controller of Echlin Inc. from 1997 through
1999; Assistant Corporate Controller of Echlin
Inc. from 1985 through 1997.
All officer are elected by the Board of
Directors.
9
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 beneficial holders of the Company's common stock as of the close of
business on March 1, 2003, was approximately 3,000. Information regarding per
share market prices for the Company's common stock is shown below for 2002 and
2001. Market prices are the daily high and low sales prices quoted on the New
York Stock Exchange, the principal exchange market for the Company's common
stock. The Company discontinued its quarterly common stock cash dividend in
September 2000. Under the provisions of the Loan Agreement entered into on
January 4, 2001, the Company is prohibited from paying common stock dividends.
YEAR ENDED DECEMBER 31, 2002
------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
------------- ------------- ------------- ------------
Market price of common stock:
High ........................ $ 4.32 $ 6.45 $ 6.50 $ 6.26
Low ......................... $ 3.00 $ 4.25 $ 4.90 $ 4.25
YEAR ENDED DECEMBER 31, 2001
------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
------------- ------------- ------------- ------------
Market price of common stock:
High ........................ $ 3.20 $ 3.80 $ 3.80 $ 4.00
Low ......................... $ 2.31 $ 2.45 $ 3.00 $ 2.29
As a result of recording the deferred tax valuation allowance,
Stockholders' Equity at December 31, 2001 fell below the $50.0 million minimum
threshold for continued listing on the New York Stock Exchange (NYSE). In
accordance with NYSE procedures, the Company, on June 17, 2002, presented a
plan advising the NYSE of definitive actions that would result in compliance
with this threshold and the $50.0 million market value threshold within the
next 18 months following April 30, 2002. This plan was reviewed and accepted by
the NYSE on August 2, 2002. The Company exceeded the target for Shareholders'
Equity at December 31, 2002, which was contained in the plan. Should the
Company be de-listed by the NYSE, it would seek to list its common stock on
another exchange or trading market.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
DECEMBER 31, 2002
--------------------------------------------------------------
NUMBER OF SHARES NUMBER OF
TO BE ISSUED UPON WEIGHTED AVERAGE OPTIONS
EXERCISE OF EXERCISE PRICE OF AVAILABLE FOR
OUTSTANDING OPTIONS OUTSTANDING OPTIONS FUTURE GRANT
--------------------- --------------------- --------------
Stock option plans approved by
Stockholders:
1995 Stock Plan ..................... 441,859 $ 3.88 122,504
Non-Employee Directors Plan ......... 99,200 $ 7.50 800
There are no plans which have not previously been approved by
stockholders.
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with
"Item 7-Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Item 8-Financial Statements and Supplementary Data." The
Company sold its Specialty Metal Fabrication segment effective May 5, 2000.
Results of operations prior to the sale have been shown as income from
discontinued operations in the consolidated financial statements.
10
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ------------- -------------
(in thousands, except share data)
Statement of operations data:(1)
Net sales ....................................... $230,565 $ 203,312 $203,320 $ 205,563 $ 195,592
Gross margin(2) ................................. 44,426 27,401 28,404 44,026 37,546
Restructuring and other special charges ......... 1,334 3,632 1,407 325 --
Income (loss) from continuing operations
before cumulative effect of accounting
change and extraordinary item .................. 6,659 (20,308) (9,234) 5,099 (447)
Cumulative effect of accounting change,
net of tax ..................................... (4,671) -- -- -- --
Income from discontinued operation,
net of tax ..................................... -- -- 440 1,717 2,094
Gain on sale of discontinued operation,
net of tax ..................................... -- -- 6,002 -- --
Loss on debt extinguishment ..................... -- (530) -- -- --
Net income (loss) ............................... 1,988 (20,838) (2,792) 6,816 1,647
Basic income (loss) per common share:
Continuing operations .......................... $ 0.94 $ (3.09) $ (1.43) $ 0.77 $ (0.07)
Cumulative effect of accounting change ......... (0.67) -- -- -- --
Discontinued operation ......................... -- -- 0.07 0.26 0.32
Gain on sale of discontinued operation ......... -- -- 0.91 -- --
Loss on debt extinguishment .................... -- ( 0.08) -- -- --
Diluted income (loss) per common share(3):
Continuing operations .......................... $ 0.94 $ (3.09) $ (1.43) $ 0.72 $ (0.07)
Cumulative effect of accounting change ......... (0.66) -- -- -- --
Discontinued operation ......................... -- -- 0.07 0.24 0.32
Gain on sale of discontinued operation ......... -- -- 0.91 -- --
Loss on debt extinguishment .................... -- (0.08) -- -- --
Cash dividends per common share ................. -- -- 0.10 0.20 0.20
Balance sheet data:
Working capital(4)(5) ........................... $ 32,807 $ 31,505 $ 44,742 $ 80,510 $ 61,747
Total assets(5) ................................. 160,160 129,683 156,967 176,293 142,575
Long-term debt(5) ............................... 7,267 7,998 5,234 61,928 42,197
Total debt(5) ................................... 59,596 37,663 45,323 61,928 42,197
Stockholders' equity ............................ 48,238 48,965 71,477 75,422 68,780
- ----------
(1) Certain prior period amounts have been reclassified to conform with the
current year presentation.
(2) Gross margin includes $0.5 million and $0.9 million of restructuring
charges in 2002 and 2001, respectively.
(3) During 2001, 2000 and 1998, the weighted average number of shares of
common stock outstanding used for basic earnings per share was also used
in computing diluted earnings per share due to the anti-dilutive impact
of common share equivalents on the loss per common share.
(4) Working capital in 2002, 2001 and 2000 reflects borrowings under the
Revolving Credit facility as current liabilities.
(5) Amounts for 2002 reflect the acquisition of Fedco.
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO 2001
Net sales for the year ended December 31, 2002 increased 13.4% to $230.6
million compared to $203.3 million a year ago. Automotive and Light Truck SBG
revenue increased 18.4% to $164.5 million from $139.0 million in 2001. Heat
exchanger product sales were 14.4% above last year primarily as a result of
product line expansions by several of our major customers and the start-up late
in the second quarter of the year of a new customer program. Revenue from the
temperature control business unit was up 56.3% reflecting the addition of
several new customers announced during the first quarter. Heavy Duty SBG
revenue in 2002 increased 2.7% to $66.0 million from $64.3 million last year.
Despite continued softness in the marketplace, Heavy Duty OEM sales grew 6.3%,
as a result of the impact of some minor strengthening of customer volumes.
These higher volumes reflected customer purchases in anticipation of heavy
truck engine changes caused by new emission regulations, which became effective
in the fourth quarter of 2002. During the fourth quarter of 2002, Heavy Duty
OEM sales declined due to the planned phase out of certain radiator shipments
to Kenworth beginning in November. In the first quarter of 2003, the Company
announced that due to a change in sourcing strategy, Kenworth had decided to
retain Transpro as its radiator supplier for Class 8 trucks. Heavy Duty
Aftermarket sales in 2002 declined by 0.5%, reflecting continued softness in
all markets served.
Gross margin, as a percentage of sales, was 19.3% in 2002, compared with
13.5% last year. The 2002 gross margin includes $0.5 million of restructuring
charges associated with the writedown of inventory to net realizable value at
the Company's Maquoketa, Iowa plant, which was closed in September. In 2001,
$0.9 million of restructuring charges were included in cost of sales reflecting
the writedown of inventory as a result of the closure of a manufacturing
facility in California. Before these restructuring charges, gross margin, as a
percent of sales, was 19.5% in 2002 compared to 13.9% in 2001. The
year-over-year increase in margins reflected the Company's multi-phased margin
improvement activities, which began in the second quarter of 2001 and continue
today. These include actions within both the Automotive and Light Truck and
Heavy Duty SBGs designed to improve labor efficiency and utilization, lower
spending levels and reduce product costs. Margins in the Heavy Duty SBG also
benefited from lower warranty costs than were recorded a year ago. The higher
claims incurred in 2001 were related to a customer warranty program, which had
commenced during the fourth quarter of 2000. Warranty claims have now returned
to historical levels. During the fourth quarter, the Company instituted a sharp
production cutback in its Automotive and Light Truck plants in order to bring
inventory levels more in line with expected demand levels. This cutback
resulted in a higher actual inventory cost at year end and will translate into
lower profit levels during the first quarter of 2003 as the product is sold.
The adverse impact on the 2003 first quarter could be in the range of $3.0
million compared to the same period in 2002.
While selling, general and administrative expense levels increased $0.2
million or 0.5% from a year ago, they were lower as a percentage of sales,
16.1% versus 18.1% in 2001. These improvements primarily reflect higher
year-over-year sales levels and benefits generated by the branch closure
actions taken in 2001 and 2002. Expense levels in 2001 were $1.2 million above
2002 reflecting higher bad debt provisions due to the write-off of receivables
from several Automotive and Light Truck customers, which declared bankruptcy.
During the third quarter of 2001, the Company began a series of
restructuring initiatives to improve operating performance with an anticipated
cost of $7.0 million. These initiatives, which are now expected to continue
through the middle of 2003, include the redesign of our distribution system,
headcount reductions, the transfer of production between manufacturing
facilities and a reevaluation of our product offerings. As part of these
initiatives, the Company recorded restructuring and other special charges of
approximately $1.8 million during 2002. Of this amount, $0.5 million was
classified in cost of sales and $1.3 million in operating expenses. While we
are already seeing some of the impacts of completed initiatives in our current
results, future benefits to be realized from these initiatives will be
dependent on the timing of their completion and business conditions at that
time. Through the end of 2002, the
12
Company has incurred $6.4 of the originally planned $7.0 million, and expects
to incur the remainder during 2003. A summary of the 2002 charge, which is also
discussed in Note 6 of the Notes to Consolidated Financial Statements contained
in this Report, is as follows:
Workforce related .............. $ 841
Facility consolidation ......... 503
Asset writedowns ............... 472
------
Total .......................... $1,816
======
The workforce-related charge reflects the elimination of 31 salaried and
hourly positions within the Heavy Duty and Automotive and Light Truck segments
as well as stay-pay amounts earned by employees within the Heavy Duty segment.
Cash payments are expected to continue through the end of 2003.
The $0.5 million facility consolidation charge primarily represents
inventory and machinery movement, lease termination and facility exit expenses
associated with the relocation of an aluminum tube mill acquired during 2002,
the closure of a Heavy Duty manufacturing plant in Maquoketa, Iowa and the
closure of two Automotive and Light Truck segment branch facilities as part of
the redesign of the Company's distribution system. Machinery and inventory
movement costs were expensed as incurred. Cash payments are expected to
continue through 2003 as a result of costs associated with idle facilities.
During the third quarter of 2002, the Company announced the closure of a
Heavy Duty manufacturing plant in Maquoketa, Iowa, which produced component
parts for internal use and also had some unrelated sales to third party
customers. This underutilized facility was closed in order to move the
manufacturing closer to where the parts are used. In conjunction with this
closure, the Company recorded a charge of $0.5 million, which was included in
cost of sales, related to the writedown of inventory and fixed assets to net
realizable value. In the second quarter of 2002, $0.1 million was received from
the sale of assets, which had been written off during 2001 in connection with
the closure of a California manufacturing facility.
Interest costs in 2002 were 17.3% below 2001 as the impact of lower
interest rates more than offset higher average debt levels. Interest rates
under our Loan Agreement and Industrial Revenue Bond averaged 6.08% and 1.44%,
respectively in 2002 compared with 8.04% and 2.86%, respectively in 2001.
Average debt levels rose to $48.3 million from $43.9 million in 2001.
During March 2002, tax legislation was enacted which included a provision
that allowed pre-tax losses incurred in 2001 and 2002 to be carried back for a
period of five years instead of two years. As a result, the Company recorded a
tax benefit in the first quarter of 2002 of $3.8 million, which reflects a
reduction in the deferred tax valuation allowance. The first quarter tax
benefit, along with the $1.3 million refundable income tax at December 31,
2001, was received in cash during the second quarter of 2002. The provision for
income tax at the end of 2002 represents liability for state, local and foreign
taxes offset by a refund of $0.8 million due to the carry-back of the current
year's taxable pre-tax loss. The provision for taxes in 2001 had reflected the
establishment of a tax valuation allowance in the amount of $9.5 million
against the Company's net deferred tax asset. This reserve is recovered as the
Company returns to profitability on a pre-tax basis. At December 31, 2002, $4.2
million of the valuation reserve remained.
In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), which requires that goodwill and certain other
intangible assets having indefinite lives no longer be amortized to earnings,
but instead be subject to periodic testing for impairment. Intangible assets
determined to have definitive lives will continue to be amortized over their
useful lives. As this statement is effective for years beginning after December
15, 2001, the Company adopted SFAS 142 in the first quarter of 2002. As a
result of applying the tests included in SFAS 142, the Company determined that
there was a transitional impairment loss as the carrying value of the goodwill
recorded by its Automotive and Light Truck segment exceeded the fair value of
the business. The cumulative effect of this change in accounting principle, in
the amount of $4.7 million, has been expensed in the consolidated results of
operations. This write-off has no impact on cash flow from operations. Goodwill
amortization was $0.4
13
million in 2001 and 2000. Excluding the after-tax impact of the goodwill
amortization, the loss from continuing operations, net loss and earnings per
share for the year ended December 31, would have been as follows:
2001 2000
------------- ------------
(in thousands)
Loss from continuing operations -- reported .................................. $ (20,308) $ (9,234)
Goodwill amortization ........................................................ 368 384
--------- --------
Loss from continuing operations excluding goodwill amortization .............. $ (19,940) $ (8,850)
========= ========
Net loss -- reported ......................................................... $ (20,838) $ (2,792)
Goodwill amortization ........................................................ 368 384
--------- --------
Net loss excluding goodwill amortization ..................................... $ (20,470) $ (2,408)
========= ========
Loss per share from continuing operations (basic and diluted) -- reported .... $ (3.09) $ (1.43)
Goodwill amortization ........................................................ 0.06 0.06
--------- --------
Loss per share from continuing operations excluding goodwill amortization .... $ (3.03) $ (1.37)
========= ========
Net loss per share (basic and diluted) -- reported ........................... $ (3.17) $ (0.45)
Goodwill amortization ........................................................ 0.06 0.06
--------- --------
Net loss per share excluding goodwill amortization ........................... $ (3.11) $ (0.39)
========= ========
Income from continuing operations before the cumulative effect of the
accounting change and extraordinary item was $6.7 million, or $0.94 per basic
and diluted share, in 2002 compared to a loss of $20.3 million, or $3.09 per
basic and diluted share, in 2001. Net income in 2002 was $2.0 million, or $0.27
per basic and $0.28 per diluted share, while in 2001 the net loss was $20.8
million, or $3.17 per basic and diluted share.
COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO 2000
Net sales for the year ended December 31, 2001 of $203.3 million were
equal to the amount reported in 2000. Automotive and Light Truck SBG sales
increased $9.2 million or 7.1% over the prior year. Overall, heat exchange
product sales were up 8.3% primarily due to increased radiator unit sales. Unit
sales were adversely impacted by a soft fourth quarter caused by warmer weather
conditions, which were more pronounced than usual in 2001, the postponement of
new program initiations by several major customers, a general softening in the
Aftermarket following September 11 and a shift in customer buying habits.
Customers are now buying product to support their own sell-through rather than
placing large advance seasonal orders. Heavy Duty SBG sales declined by 12.5%
from 2000 reflecting a continuing softening of the Heavy Duty OEM truck market
during the first half of the year. During the second half of 2001, the rate of
OEM market decline began to lessen and the impact of price increases initiated
in July added approximately $0.6 million to sales. Sales in the Heavy Duty
Aftermarket were soft throughout the period.
Gross margins as a percentage of sales were 13.5% in 2001 versus 14.0% in
2000. The Company reclassified certain warehousing costs, historically
classified as operating expenses, to cost of sales for 2001 and all historical
periods. As a result, $13.2 million and $13.0 million were reclassified in 2001
and 2000, respectively. In addition, in 2001, $0.9 million of restructuring
costs, relating to the closure of our Rahn manufacturing facility, were
included in cost of sales. Excluding the impact of the restructuring costs,
margin as a percentage of sales would have been flat with the prior year. In
addition, margins, as a percentage of sales reported during the second half of
2001, were significantly better than the first half, 15.1% versus 11.9%. In
2000, second half margin percentages were 10.2% versus 17.7% in the first half.
The improvement in the second half of 2001 reflects overhead cost reductions
and improved labor utilization in both our Automotive and Light Truck and Heavy
Duty manufacturing locations and the impact of price
14
increases. These improvements, which were the result of programs implemented in
both the Automotive and Light Truck and Heavy Duty segments as part of the
Company's initiative programs, combined with material cost reductions and
higher production levels to favorably impact margin. In addition, gross margin
in the OEM segment during the first half of 2001 was adversely impacted by
higher costs caused by a warranty program, which had commenced during the
fourth quarter of 2000. During the second half of 2001, costs under this
program declined as the cause was corrected.
Selling, general and administrative expenses increased $0.8 million or
2.2% over 2000. As a percentage of sales, expenses increased to 18.1% from
17.7% in 2000 due primarily to provisions for the write-off of several
uncollectable Automotive and Light Truck customer accounts receivable. Expense
levels during the second half of 2001 were 17.4% of sales as opposed to 18.8%
during the first half of 2001 and 18.2% during the second half of 2000. This
lower level of expenses reflects cost reductions and the results of
improvements to the Company's distribution network implemented during the
second half of 2001.
During the third quarter of 2001, the Company implemented a program of
restructuring initiatives to improve operating performance. The program
included the redesign of our distribution system, headcount reductions, the
transfer of production between manufacturing facilities and a reevaluation of
our product offerings. As part of this program, the Company recorded
restructuring and other special charges of approximately $4.6 million during
2001. Of this amount, $0.9 million was classified in cost of sales. A summary
of the charge, which is also discussed in Note 6 of the Notes to Consolidated
Financial Statements contained in this Report, is as follows:
Workforce related .............. $1,101
Facility consolidation ......... 414
Asset writedowns ............... 1,230
Impairment of goodwill ......... 1,830
------
Total .......................... $4,575
======
The workforce-related charge reflects the elimination of 119 salaried and
hourly positions within the Heavy Duty and Automotive and Light Truck segments
during the second half of 2001.
The $0.4 million facility consolidation charge represents inventory and
machinery movement, lease termination and facility exit expenses associated
with the transfer of several product lines between Heavy Duty segment
manufacturing locations and the closure of seven Automotive and Light Truck
segment branch facilities as part of the redesign of the Company's distribution
system. Machinery and inventory movement costs were expensed as incurred.
Due to changes in product demand, the Company decided to exit its
copper/brass condenser and heat exchanger product production and closed a
California manufacturing plant, resulting in the impairment of $1.8 million of
goodwill recorded as part of the Rahn Industries acquisition in 1996. The
write-off was the result of a determination that the estimated future cash
flows were less than the carrying amount of the goodwill.
In conjunction with the closure of the California manufacturing plant, a
charge of $1.2 million was recorded to reflect the impairment of inventory and
fixed assets.
Interest expense declined by $0.3 million or 6% due to lower average debt
levels and lower average interest rates.
During the fourth quarter of 2001, the Company determined that in
accordance with the provisions of SFAS 109, "Accounting for Income Taxes", a
non-cash valuation allowance of $9.5 million was required to offset its net
deferred tax asset balance. The reserve was required due to the Company's
cumulative losses during the past three years. Excluding the impact of the
valuation reserve, the effective tax rate for 2001 would have been 37.4%.
Included in this were 5.3% resulting from adjustments as a result of the
favorable settlement of an IRS audit in the second quarter of 2001 and a state
tax credit adjustment during the fourth quarter. The effective tax rate in 2000
was 33.3%.
The loss on extinguishment of debt reflected the write-off of deferred
debt issue costs as a result of the paydown of the previous revolving credit
agreement during the first quarter of 2001.
15
The consolidated net loss in 2001 was $20.8 million or $3.17 per basic and
diluted common share as compared to a net loss of $2.8 million or $0.45 per
basic and diluted common share in 2000.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
During 2002, operations used $7.7 million of cash. Accounts receivable
have grown by $19.4 million during the period due to higher sales levels
(approximately $1.0 million), extended terms on the new customer business added
during the year (approximately $11.0 million) and an ongoing shift in
receivables mix toward longer payment cycles with "blue chip customers"
(approximately $9.0 million). These increases were partially offset by improved
collections. The Company expects that its days sales outstanding will continue
to be greater than its historic norms due to the previously mentioned shift in
customer payment cycles. This increase in trade receivables represents a
significant investment by the Company. While these customers generally all have
high-grade credit, the Company will be seeking ways to improve its performance
in this area. Net inventories rose $1.2 million as the Company was unable to
offset the higher inventory levels at the end of the third quarter, caused by
increased sales, extra purchases of certain difficult to obtain inventory and
the West Coast dock strike, through cutback actions taken during the fourth
quarter. While these cutbacks in production levels and incoming receipts of
finished product resulted in a year-over-year improvement in inventory turns to
3.1, they also resulted in a higher cost of production which will adversely
impact results in the first quarter of 2003 as the product is sold. In
December, 2002 the Company contributed an additional $2.0 million to its
pension trust in order to reduce the impact on Shareholders' Equity from the
minimum pension adjustment. These outflows were partially offset by funds
provided from operations and an increase in accounts payable and accrued
liabilities.
During 2001, the Company generated $11.5 million of cash flow from
operations, principally due to lower inventories, which generated $14.2 million
of cash, while accounts receivable collections generated $1.4 million despite
ongoing pressures from customers to adjust payment terms. The inventory
reduction actions were incorporated in the Company's initiative program, and
the results were achieved without adversely impacting customer service levels.
A portion of these funds was utilized to get accounts payable payment policies
in line with vendor terms and for operations.
During 2000, the Company required $11.5 million to support its continuing
operations. The net loss plus total adjustments to reconcile the net loss to
net cash used in operating activities, which includes, among other things,
depreciation and amortization, deferred income taxes, the gain on the sale of
discontinued operations and income from discontinued operations, required
funding of $3.2 million. Accounts receivable increased $3.0 million largely as
a result of the timing of certain radiator and heater shipments in the fourth
quarter, while lower inventory levels provided $1.4 million of cash.
Capital expenditures were $5.6 million for 2002, compared with $3.1
million last year. The higher level of expenditures this year reflects the
purchase of an existing aluminum tube mill, which the Company has relocated to
its Laredo, Texas facility, the purchase of tooling at the Company's Mexican
facility to accommodate the "in-house" production of product previously
purchased from third parties, and expenditures to support the Company's
information systems initiatives. At December 31, 2002, there are no material
outstanding capital commitments. On December 27, 2002, the Company purchased
certain net assets of Fedco Automotive Components Company ("Fedco") for a cash
purchase price of $8.1 million, including transaction costs. Net assets
acquired included $4.9 million of receivables, $3.5 million of inventory, $2.1
million of fixed assets, $0.1 million of intangible assets, $1.5 million of
accounts payable and accrued liabilities and $1.0 million of accrued severance
and relocation costs. In 2000, net proceeds of $26.8 million were realized from
the sale of the Company's Crown Specialty Metal Fabrication segment.
The Company has entered into an agreement for the sale of its New Haven,
Connecticut facility, which provides that the Company will lease its existing
occupied space. Proceeds from the sale, which is currently expected to close
during the second quarter of 2003, will be used primarily to repay the
Industrial Revenue Bond on the facility.
Cash dividends paid to preferred shareholders were approximately $0.1
million in 2002, 2001 and 2000. In addition, during 2000, common shareholders
were paid dividends of $0.7 million. In September 2000, the Board of Directors
elected to discontinue the Company's quarterly cash dividend to common
stockholders.
16
Total debt at the end of 2002 was $59.6 million, $21.9 million above
levels at the end of 2001. These funds were utilized to meet working capital
needs, primarily the increase in trade accounts receivable terms and the
acquisition of Fedco. On September 27, 2002, the Company entered into an
amendment to its Loan and Security Agreement with Congress Financial
Corporation (New England) ("Loan Agreement"), which provided for a temporary
increase in the maximum credit line from $55.0 million to $65.0 million
effective July 1, 2002, with scheduled reductions through December 20, 2002
back down to $55.0 million. On November 22, 2002, the Loan Agreement was
amended to permanently increase the maximum credit line to $65.0 million. On
December 27, 2002, in conjunction with the acquisition of Fedco, the Loan
Agreement and the Term Promissory Note with Congress Financial Corporation were
amended to permanently increase the maximum credit line to $80.0 million and
extend the credit line through December 27, 2005. In addition, the interest
rate was decreased to the prime rate from the prime rate plus 1.5%. The Company
also has the option to elect a Eurodollar-based interest rate, which has been
decreased from plus 4% to plus 2.5%. The amended Loan and Security Agreement is
comprised of a $77.0 million Revolving Credit Facility and a $3.0 million Term
Loan. There were no changes to the minimum thresholds for net worth or working
capital, which remain at $37.0 million and $55.0 million, respectively. The
extension and amendment to the credit line provides the Company with additional
flexibility to meet ongoing developmental needs of the Company and lowers
borrowing costs.
In 2001, funds provided by the Loan Agreement, which was entered into on
January 4, 2001, were utilized to repay the previous revolver and provide funds
for operating activities. During 2001, the Company was able to repay $7.6
million of its outstanding debt. Net borrowings under the previous revolver had
declined by $9.6 million during 2000.
The future liquidity and ordinary capital needs of the Company in the
short term are expected to be met from a combination of cash flows from
operations and borrowings under the Loan Agreement. The Company's working
capital requirements peak during the second and third quarters, reflecting the
normal seasonality in the Automotive and Light Truck segment. In addition, the
Company's future cash flow may be impacted by industry trends lengthening
customer payment terms. The Company believes that its cash flow from
operations, together with borrowings under its Loan Agreement, will be adequate
to meet its near-term anticipated ordinary capital expenditures and working
capital requirements. However, the Company believes that the amount of
borrowings available under the Loan Agreement would not be sufficient to meet
the capital needs for major growth initiatives, such as significant
acquisitions. If the Company were to implement major new growth initiatives, it
would have to seek additional sources of capital. However, no assurance can be
given that the Company would be successful in securing such additional sources
of capital.
The following table summarizes the Company's outstanding material
contractual obligations as of December 31, 2002:
PAYMENTS DUE BY PERIOD
----------------------------------------------------------------------------
TYPE OF OBLIGATION LESS THAN 1 YEAR 2-3 YEARS 4-5 YEARS OVER 5 YEARS TOTAL
- -------------------------------------- ------------------ ----------- ----------- -------------- ----------
Revolving credit facility(1) ......... $ 51,294 $ -- $ -- $ -- $51,294
Term loan ............................ 900 2,100 -- -- 3,000
Industrial revenue bond .............. -- -- -- 5,000 5,000
Capital lease obligations ............ 135 167 -- -- 302
Operating leases ..................... 4,000 5,900 3,200 4,121 17,221
-------- ------ ------ ------ -------
Total ................................ $ 56,329 $8,167 $3,200 $9,121 $76,817
======== ====== ====== ====== =======
- ----------
(1) Borrowings classified as a current liability in the Consolidated Balance
Sheet included in this Report.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
estimates and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses, and related disclosures of contingent
assets and liabilities in the consolidated financial statements and
accompanying notes. A company's critical accounting estimates, as set forth by
the U.S. Securities and Exchange Commission, are those which are most important
to the
17
portrayal of its financial condition and results of operations and often
require the utilization of estimates or subjective judgment. Based upon this
definition, we have identified the critical accounting estimates addressed
below. Although we believe that our estimates and assumptions are reasonable,
they are based upon information presently available. Actual results may differ
from these estimates under different assumptions or conditions. The Company
also has other key accounting policies, which involve the use of estimates,
which are further described in Note 2, "Summary of Significant Accounting
Policies", in Item 8 of this Report.
Revenue Recognition. Sales are recognized in accordance with the invoice
shipping terms which are generally at the time products are shipped to the
customer. Accruals for warranty costs, sales returns and allowances are
provided at the time of shipment based upon historical experience or agreements
currently in place with customers. The Company will also accrue for unusual
warranty exposures at the time the exposure is identified and quantifiable
based upon analyses of expected product failure rates and engineering cost
estimates. In connection with multi-year agreements with certain customers, the
Company incurs customer acquisition costs which are capitalized and amortized
over the life of the agreement. The Company also establishes reserves for
uncollectible trade accounts receivable based upon historical experience,
anticipated business trends and the current economic conditions. Changes in our
customers' financial condition or other factors could cause our estimates of
uncollectible accounts receivable or the amortization periods to vary.
Inventory Valuation. Inventories are valued at the lower of cost
(first-in, first-out method) or market. This requires the Company to make
judgments about the likely method of disposition of its inventory and expected
recoverable value upon disposition. Inventories are reviewed on a continuing
basis, and provisions are also made for slow moving and obsolete inventory
based upon estimates of historical or expected usage as well as the expected
recoverable value upon disposition.
Impairment of Long-Lived Assets. In the event that facts and circumstances
indicate that the carrying amounts of a business unit's long-lived assets may
be impaired, an evaluation of recoverability would be performed. If an
evaluation is required, the estimated future undiscounted cash flows of the
business unit, associated with the long-lived assets, would be compared to the
asset's carrying amount to determine if a writedown is required. If this review
indicates that the assets will not be recoverable, the carrying value of the
Company's assets would be reduced to their estimated fair value. The estimates
used in determining whether an impairment exists involve future cash flows of
each business unit, which are based upon expected revenue trends, cost of
production and operating expenses.
Income Taxes. Deferred tax assets and liabilities are recorded based on
the difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is recorded to
reduce the carrying amount of deferred tax assets if it is more likely than not
that those such assets will not be realized. Changes to the valuation allowance
are based on the evaluation of all available evidence supporting the Company's
ability to utilize tax benefits prior to their expiration.
Pension Plans. The Company establishes and periodically reviews the
assumptions used in the measurement of its retirement plans. The discount rate
will change in relation to increases or decreases in applicable published bond
indices. The return on assets reflects the long-term rate of return on plan
assets expected to be realized over a ten year or longer period. As such, it
will normally not be adjusted for short-term trends in the stock or bond
markets. In addition, the rate of return will reflect the investment allocation
currently used to manage the pension portfolio. The Company's pension
assumptions currently include a 9.0% long-term annual rate of return, which is
supported by the current portfolio allocation and published long-term rates of
return for similar investment vehicles. Differences between actual and assumed
portfolio performance as well as the impact of changes in discount rates are
actuarially calculated into the Company's accrued pension costs by a
third-party actuary. As the performance of the pension portfolio during 2002
and 2001 was below the actuarial assumption and the discount rate was reduced
by 0.5% in both years, the unrecognized component of accrued pension costs
changed from a gain of $4.8 million at December 31, 2000 to a loss of $1.3
million at December 31, 2001 and a loss of $6.9 million at December 31, 2002.
In the future, this unrecognized loss, along with changes in any of the
underlying pension assumptions, and the ongoing performance of the plan assets,
will impact future funding requirements, minimum pension liability adjustments
and net pension cost amounts.
18
INFLATION
The overall impact of the low rate of inflation in recent years has
resulted in no significant impact on labor costs and general services utilized
by the Company. The principal raw materials used in the Company's original
equipment and replacement radiator product lines are copper and brass. The
Company also requires aluminum for its radiator, charge air cooler, condenser
and heater product lines. Copper, brass, aluminum and other primary metals used
in the Company's business are generally subject to commodity pricing and
variations in the market prices for such materials. 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 typically
executes purchase orders for its copper and brass requirements three to nine
months prior to the actual delivery date. The purchase price for such copper,
brass, and aluminum is established at the time such orders are placed by the
Company and not at the time of delivery.
The Company also manages its metals commodity pricing exposure by
attempting to pass through any cost increases to its customers. Although the
Company has been successful in passing through price increases to its customers
to offset a portion of past commodity cost increases, there is no assurance
that the Company will continue to be successful in raising prices in the
future. The Company currently does not use financial derivatives or other
methods to hedge transactions with respect to its metals consumption.
ENVIRONMENTAL MATTERS
The Company is subject to Federal, state and local laws designed to
protect the environment and 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. On January 27,
2003, the Company announced that it had signed a Consent Agreement with the
State of Connecticut Department of Environmental Protection. Under the
agreement the Company will voluntarily initiate the investigation and cleanup
of environmental contamination on property occupied by a wholly owned
subsidiary of the Company over 20 years ago. The Company also believes there
will not be any material adverse impact to its financial results due to the
investigation and cleanup activities. The Company also believes it is
reasonably possible that environmental related liabilities might exist with
respect to other industrial sites formerly occupied by the Company. Based upon
information currently available, 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 operations, or liquidity of the Company.
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.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"), which provides the accounting
requirements for retirement obligations associated with tangible long-lived
assets. This statement requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. On January 1, 2003, this statement was effective for the Company. The
adoption of SFAS 143 did not have a material impact on the Company's
consolidated results of operations, financial position or cash flows.
In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which excludes from
the definition of long-lived assets goodwill and other intangibles that are not
amortized in accordance with SFAS 142. SFAS 144 requires that long-lived assets
to be disposed of by sale be measured at the lower of carrying amount or fair
value less cost to
19
dispose, whether reported in continuing operations or in discontinued
operations. SFAS 144 also expands the reporting of discontinued operations to
include components of an entity that have been or will be disposed of rather
than limiting such discontinuance to a segment of a business. Effective January
1, 2002, the Company adopted SFAS 144, which did not have any impact on the
Company's consolidated results of operations, financial position or cash flows.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and
64, Amendment of FASB Statement No. 13, and Technical Corrections" was issued.
This statement provides guidance on the classification of gains and losses from
the extinguishment of debt and on the accounting for certain specified lease
transactions. The adoption of this statement, which was effective for
transactions occurring after May 15, 2002, did not have a material impact on
the Company's consolidated financial position, results of operations or cash
flows.
In September 2002, SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" ("SFAS 146") was issued. This statement provides
guidance on the recognition and measurement of liabilities associated with
disposal and exit activities, including restructuring, and is effective for the
Company on January 1, 2003. SFAS 146 requires that certain exit or disposal
costs be recorded as operating expenses when incurred as opposed to being
accrued at the time there is a commitment to an exit plan as required by EITF
Issue 94-3. This statement will have no impact on restructuring costs recorded
and accrued during 2002; however, it will impact the timing of the recording of
certain costs incurred in 2003 and thereafter.
In November 2002, FASB Interpretation ("FIN") No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" was issued. As it applies to the Company,
the interpretation provides guidance on the disclosure requirements for product
warranty costs. The Company has adopted the disclosure requirements of the
interpretation as of December 31, 2002.
FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS
Statements included herein, which are not historical in nature, are
forward-looking statements. Such forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements regarding the Company's future business
prospects, revenues, orders, sales and liquidity are subject to certain risks,
uncertainties and other factors that could cause actual results to differ
materially from those projected or suggested in the forward-looking statements,
including but not limited to: business conditions and growth in the general
economy and automotive and truck business, the impact of competitive products
and pricing, changes in customer and product mix, failure to obtain new
customers, retain existing customers or changes in the financial stability of
customers, changes in the cost of raw materials, components or finished
products, and changes in interest rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has certain exposures to market risk related to changes in
interest rates, foreign currency exchange rates and commodities.
The Company's interest rate risk is most sensitive to changes in U.S.
interest rates. At December 31, 2002, the Company had a Loan Agreement, under
which $54.3 million was outstanding. The weighted average interest rate on the
Loan Agreement during 2002 was 6.1%. Effective December 27, 2002, interest on
the Loan Agreement is based on, at the Company's option, the Eurodollar loan
rate plus 2.5% or the prime rate. The Company also has an Industrial Revenue
Bond ("IRB") of $5.0 million outstanding at December 31, 2002, which matures in
October 2013. The IRB had a weighted average interest rate of 1.4% during 2002.
Interest on the IRB is based on the short-term tax exempt bonds index. The
impact of a 10.0% change in market interest rates would not have a material
impact on the Company's results of operations.
The Company has sales and a manufacturing facility in Mexico. The
functional currency of the Company's operations in Mexico is the U.S. dollar.
As a result, changes in the foreign currency exchange
20
rates and changes in the economic conditions in Mexico could affect financial
results. The Company has accounted for transactions associated with this
foreign operation in accordance with the guidance established under Financial
Accounting Standards No. 52, "Foreign Currency Translation." The Company
believes it has mitigated the risk associated with its foreign operations
through its management of inventory and other significant operating assets.
Certain risks may arise in the various commodity markets in which the
Company participates. Commodity prices in the copper, brass and aluminum
markets may be subject to changes based on availability. The Company conducts
its purchasing of such commodities generally through three to nine month
purchase order commitments. See "Raw Materials and Suppliers" in Part I of this
Report for additional information on commodity purchasing.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
FINANCIAL STATEMENTS:
Report of Independent Accountants ....................................................... 22
Consolidated Statements of Operations for the Year Ended December 31, 2002, 2001
and 2000 ............................................................................... 23
Consolidated Balance Sheets at December 31, 2002 and 2001 ............................... 24
Consolidated Statements of Cash Flows for the Year Ended December 31, 2002, 2001
and 2000 ............................................................................... 25
Consolidated Statement of Changes in Stockholders' Equity for the Year Ended December 31,
2002, 2001 and 2000 .................................................................... 26
Notes to Consolidated Financial Statements .............................................. 27
FINANCIAL STATEMENT SCHEDULE:
Schedule II -- Valuation and Qualifying Accounts for the Year Ended December 31, 2002,
2001 and 2000 .......................................................................... 46
21
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Transpro, Inc.:
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Transpro, Inc. and its subsidiaries at December 31, 2002 and
December 31, 2001, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2002, in conformity
with accounting principles generally accepted in the United States of America.
In addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and the financial statement
schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements and the financial
statement schedule based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, 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 audits provide a reasonable basis for our opinion.
As discussed in Note 3 to the consolidated financial statements, effective
January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."
PricewaterhouseCoopers LLP
Hartford, Connecticut
March 10, 2003
22
TRANSPRO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEARS ENDED DECEMBER 31,
----------------------------------------
2002 2001 2000
----------- ------------ ------------
Net sales ............................................................. $230,565 $ 203,312 $203,320
Cost of sales ......................................................... 186,139 175,911 174,916
-------- --------- --------
Gross margin .......................................................... 44,426 27,401 28,404
Selling, general and administrative expenses .......................... 37,042 36,840 36,031
Restructuring and other special charges ............................... 1,334 3,632 1,407
-------- --------- --------
Operating income (loss) ............................................... 6,050 (13,071) (9,034)
Interest expense ...................................................... 3,744 4,527 4,815
-------- --------- --------
Income (loss) from continuing operations before taxes, cumulative
effect of accounting change and extraordinary item ................... 2,306 (17,598) (13,849)
Income tax (benefit) provision ........................................ (4,353) 2,710 (4,615)
-------- --------- -----------
Income (loss) from continuing operations before cumulative effect
of accounting change and extraordinary item .......................... 6,659 (20,308) (9,234)
Cumulative effect of accounting change, net of tax of $0 .............. (4,671) -- --
Income from discontinued operation, net of tax of $391 ................ -- -- 440
Gain on sale of discontinued operation, net of tax of $3,841 .......... -- -- 6,002
-------- --------- --------
Income (loss) before extraordinary item ............................... 1,988 (20,308) (2,792)
Loss on debt extinguishment ........................................... -- (530) --
-------- --------- --------
Net income (loss) ..................................................... $ 1,988 $ (20,838) $ (2,792)
======== ========= ===========
Basic income (loss) per common share:
Continuing operations ................................................ $ 0.94 $ (3.09) $ (1.43)
Cumulative effect of accounting change ............................... (0.67) -- --
Discontinued operation ............................................... -- -- 0.07
Gain on sale of discontinued operation ............................... -- -- 0.91
Loss on debt extinguishment .......................................... -- (0.08) --
-------- --------- --------
Net income (loss) per common share -- basic .......................... $ 0.27 $ (3.17) $ (0.45)
======== ========= ===========
Diluted income (loss) per common share:
Continuing operations ................................................ $ 0.94 $ (3.09) $ (1.43)
Cumulative effect of accounting change ............................... (0.66) -- --
Discontinued operation ............................................... -- -- 0.07
Gain on sale of discontinued operation ............................... -- -- 0.91
Loss on debt extinguishment .......................................... -- (0.08) --
-------- --------- --------
Net income (loss) per common share -- diluted ........................ $ 0.28 $ (3.17) $ (0.45)
======== ========= ========
Weighted average common shares -- basic ............................... 7,001 6,624 6,573
======== ========= ========
Weighted average common shares and equivalents -- diluted ............. 7,121 6,624 6,573
======== ========= ========
The accompanying notes are an integral part of these consolidated financial
statements.
23
TRANSPRO, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31,
--------------------------
2002 2001
------------ -----------
ASSETS
Current assets:
Cash and cash equivalents ............................................ $ 155 $ 150
Accounts receivable (less allowance of $2,996 and $2,805) ............ 54,724 30,940
Inventories .......................................................... 64,627 60,180
Deferred income taxes ................................................ 2,391 1,796
Other current assets ................................................. 3,106 2,878
-------- --------
Total current assets .................................................. 125,003 95,944
Property, plant and equipment, net .................................... 26,552 24,469
Goodwill (net of accumulated amortization of $875) .................... -- 4,671
Other assets .......................................................... 8,605 4,599
-------- --------
Total assets .......................................................... $160,160 $129,683
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit debt and current portion of long-term debt .......... $ 52,329 $ 29,665
Accounts payable ..................................................... 22,577 20,316
Accrued liabilities .................................................. 17,290 14,458
-------- --------
Total current liabilities ............................................. 92,196 64,439
-------- --------
Long-term debt ........................................................ 7,267 7,998
Retirement and postretirement obligations ............................. 9,143 5,244
Deferred income taxes ................................................. 3,316 3,037
-------- --------
Total long-term liabilities ........................................... 19,726 16,279
-------- --------
Commitments and contingent liabilities ................................
Stockholders' equity
Preferred stock, $.01 par value: Authorized 2,500,000 shares; issued
and outstanding as follows:
Series A junior participating preferred stock, $.01 par value:
Authorized 200,000 shares; issued and outstanding -- none at
December 31, 2002 and 2001 ........................................ -- --
Series B convertible preferred stock, $.01 par value:
Authorized 30,000 shares; issued and outstanding -- 12,781 at
December 31, 2002 (liquidation preference $1,278) and 18,920 at
December 31, 2001 (liquidation preference $1,892) ................. -- --
Common stock, $.01 par value: Authorized 17,500,000 shares,
7,147,959 and 7,023,825 shares issued in 2002 and 2001 and 7,106,023
and 6,981,889 shares outstanding in 2002 and 2001 .................. 71 70
Paid-in capital ...................................................... 55,041 55,037
Accumulated deficit .................................................. (2,367) (4,264)
Accumulated other comprehensive loss ................................. (4,492) (1,863)
Treasury stock, at cost, 41,936 shares at 2002 and 2001 .............. (15) (15)
-------- --------
Total stockholders' equity ............................................ 48,238 48,965
-------- --------
Total liabilities and stockholders' equity ............................ $160,160 $129,683
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
24
TRANSPRO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
--------------------------------------------
2002 2001 2000
------------ ------------- -------------
Cash flows from operating activities:
Net income (loss) .................................................... $ 1,988 $ (20,838) $ (2,792)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization ..................................... 5,426 5,514 5,760
Provision for uncollectible accounts receivable ................... 538 1,786 739
Deferred income taxes ............................................. -- 4,850 (497)
Non-cash restructuring charges .................................... 572 3,060 --
Cumulative effect of accounting change ............................ 4,671 -- --
Loss on extinguishment of debt .................................... -- 530 --
Gain on sale of discontinued operation ............................ -- -- (6,002)
Income from discontinued operation ................................ -- -- (440)
Change in operating assets and liabilities, net of acquisitions:
Accounts receivable ............................................... (19,430) 1,428 (3,048)
Inventories ....................................................... (1,199) 14,164 1,383
Accounts payable .................................................. 1,776 (1,656) 1,420
Accrued liabilities ............................................... 1,126 900 (4,672)
Other ............................................................. (3,171) 1,740 (3,313)
--------- --------- ---------
Net cash (used in) provided by operating activities from
continuing operations .............................................. (7,703) 11,478 (11,462)
Change in net assets held for disposition ............................ -- -- (37)
--------- --------- ---------
Net cash (used in) provided by operating activities ................... (7,703) 11,478 (11,499)
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures ................................................. (5,558) (3,077) (5,355)
Sales and retirements of fixed assets ................................ 225 181 424
Net assets of company acquired ....................................... (8,080) -- --
Net proceeds from sale of discontinued operation ..................... -- -- 26,772
--------- --------- ---------
Net cash (used in) provided by investing activities ................... (13,413) (2,896) 21,841
--------- --------- ---------
Cash flows from financing activities:
Dividends paid ....................................................... (94) (152) (802)
Net repayments under previous revolving credit agreement ............. -- (40,042) (9,590)
Net borrowings under new revolving credit facility ................... 22,583 28,711 --
Borrowings under term loan and capitalized lease obligations ......... 250 4,490 --
Repayments under term loan and capitalized lease obligations ......... (900) (818) --
Deferred debt issuance costs ......................................... (718) (793) --
--------- --------- ---------
Net cash provided by (used in) financing activities ................... 21,121 (8,604) (10,392)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents .................. 5 (22) (50)
Cash and cash equivalents at beginning of year ....................... 150 172 222
--------- --------- ---------
Cash and cash equivalents at end of year ............................. $ 155 $ 150 $ 172
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
25
TRANSPRO, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
COMMON PREFERRED TREASURY PAID-IN
STOCK STOCK STOCK CAPITAL
-------- ----------- ---------- -----------
Balance at December 31,
1999 ....................... $66 $-- $ (26) $55,074
Net loss .................... -- -- -- --
Adjustment for minimum
pension liability .......... -- -- -- --
Comprehensive loss .......... -- -- -- --
Common stock dividends
declared ($0.10 per share) . -- -- -- --
Preferred stock dividends
declared ................... -- -- -- --
Restricted stock canceled
(7,000 shares) ............. -- -- -- (55)
Amortization of unearned
compensation ............... -- -- -- --
--- --- ----- -------
Balance at December 31,
2000 ....................... 66 -- (26) 55,019
Net loss .................... -- -- -- --
Adjustment for minimum
pension liability .......... -- -- -- --
Comprehensive loss .......... -- -- -- --
Common stock issued
(373,279 shares) ........... 4 -- -- 8
Preferred stock dividends
declared ................... -- -- -- --
Restricted stock canceled
(11,900 shares) ............ -- -- -- (75)
Treasury stock issued
(30,175 shares) ............ -- -- 11 85
Amortization of unearned
compensation ............... -- -- -- --
--- --- ----- -------
Balance at December 31,
2001 ....................... 70 -- (15) 55,037
Net income .................. -- -- -- --
Adjustment for minimum
pension liability .......... -- -- -- --
Comprehensive loss .......... -- -- -- --
Common stock issued
(124,134 shares) ........... 1 -- -- 4
Preferred stock dividends
declared ................... -- -- -- --
--- --- ----- -------
Balance at December 31,
2002 ....................... $71 $-- $ (15) $55,041
=== === ===== =======
RETAINED ACCUMULATED
EARNINGS OTHER TOTAL
(ACCUMULATED UNEARNED COMPREHENSIVE STOCKHOLDERS'
DEFICIT) COMPENSATION INCOME (LOSS) EQUITY
-------------- -------------- --------------- --------------
Balance at December 31,
1999 ....................... $ 20,318 $ (66) $ 56 $ 75,422
Net loss .................... (2,792) -- -- (2,792)
Adjustment for minimum
pension liability .......... -- -- (341) (341)
----------
Comprehensive loss .......... -- -- -- (3,133)
----------
Common stock dividends
declared ($0.10 per share) . (660) -- -- (660)
Preferred stock dividends
declared ................... (142) -- -- (142)
Restricted stock canceled
(7,000 shares) ............. -- 9 (46)
Amortization of unearned
compensation ............... -- 36 -- 36
-------- ------ -------- ----------
Balance at December 31,
2000 ....................... 16,724 (21) (285) 71,477
Net loss .................... (20,838) -- -- (20,838)
Adjustment for minimum
pension liability .......... -- -- (1,578) (1,578)
----------
Comprehensive loss .......... -- -- -- (22,416)
----------
Common stock issued
(373,279 shares) ........... (12) -- -- --
Preferred stock dividends
declared ................... (138) -- -- (138)
Restricted stock canceled
(11,900 shares) ............ -- 6 -- (69)
Treasury stock issued
(30,175 shares) ............ -- -- -- 96
Amortization of unearned
compensation ............... -- 15 -- 15
-------- ------ -------- ----------
Balance at December 31,
2001 ....................... (4,264) -- (1,863) 48,965
Net income .................. 1,988 -- -- 1,988
Adjustment for minimum
pension liability .......... -- -- (2,629) (2,629)
----------
Comprehensive loss .......... -- -- -- (641)
----------
Common stock issued
(124,134 shares) ........... (5) -- -- --
Preferred stock dividends
declared ................... (86) -- -- (86)
---------- ------ -------- ----------
Balance at December 31,
2002 ....................... $ (2,367) $ -- $ (4,492) $ 48,238
========== ====== ======== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
26
TRANSPRO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 DESCRIPTION OF BUSINESS
Transpro, Inc. (the "Company") designs, manufactures and markets
radiators, radiator cores, heater cores, air conditioning parts (including
condensers, compressors, accumulators and evaporators) and other heat transfer
products for the automotive and light truck aftermarket. In addition, the
Company designs, manufactures and distributes radiators, radiator cores, charge
air coolers, oil coolers and other specialty heat exchangers for original
equipment manufacturers ("OEMs") of heavy trucks and industrial and off-highway
equipment and the heavy duty heat exchanger aftermarket.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION: The Company's consolidated financial statements
include the accounts of all subsidiaries. Intercompany balances and
transactions have been eliminated.
CASH AND CASH EQUIVALENTS: The Company considers all highly liquid
investments with maturities of three months or less at the time of purchase to
be cash equivalents. Cash overdrafts are classified as current liabilities. The
amount reported in the balance sheet for cash and cash equivalents approximates
its fair value.
INVENTORIES: Inventories are valued at the lower of cost (first-in,
first-out method) or market. Provisions are made for slow moving or obsolete
inventory based upon historical usage and management estimates of expected
recovery.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded
at cost. Ordinary maintenance and repairs are expensed, while replacements and
betterments are capitalized. Land improvements, buildings and machinery are
depreciated using the straight-line method over their estimated useful lives
which range up to forty years for buildings and between three and ten years for
machinery and equipment. Leasehold improvements are amortized over the lease
term or the estimated useful lives of the improvements, whichever is shorter.
Upon retirement or disposition of plant and equipment, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain
or loss is recognized in the Company's consolidated statements of operations.
GOODWILL: Goodwill represents the excess of cost over the fair value of
assets acquired and was amortized using the straight-line method over 20 years.
The Company previously periodically estimated the future undiscounted cash
flows of the businesses to which goodwill related to ensure that the carrying
value of such goodwill had not been impaired. In 2002, the Company adopted FASB
Statement No. 142, "Goodwill and Other Intangible Assets," which is described
in Note 3 below.
IMPAIRMENT OF LONG-LIVED ASSETS: In the event that facts and circumstances
indicate that the carrying amounts of a business unit's long-lived assets may
be impaired, an evaluation of recoverability would be performed. If an
evaluation is required, the estimated future undiscounted cash flows associated
with the asset would be compared to the asset's carrying amount to determine if
a writedown is required. If this review indicates that the assets will not be
recoverable, the carrying value of the Company's assets would be reduced to
their estimated fair value.
FOREIGN CURRENCY TRANSLATION: The functional currency of the Company's
manufacturing operations in Mexico is the U.S. dollar and therefore, any
adjustments related to currency transactions are included in results from
continuing operations.
REVENUE RECOGNITION: Sales are recognized in accordance with the invoice
shipping terms which are generally when products are shipped to the customer.
Accruals for warranty costs, sales returns and allowances are provided at the
time of shipment based upon historical experience and agreements currently in
place with certain customers. In conjunction with multi-year agreements with
certain customers, the Company incurs customer acquisition costs which are
capitalized and amortized, as a reduction of net sales, over the life of the
agreement. Delivery charges billed to customers were not significant in 2002,
2001 or 2000.
27
RESEARCH AND DEVELOPMENT: Research and development costs are expensed as
incurred.
STOCK COMPENSATION COSTS: The Company applies APB Opinion No. 25
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its stock option plans. Accordingly, no compensation cost has
been recognized in the financial statements. Had compensation cost for the
Company's plans been determined based on the fair value at the grant dates for
awards under the plans, consistent with Statement of Financial Accounting
Standards No. 123 "Accounting for Stock Based Compensation," the pro forma net
income (loss) and earnings (loss) per share for the three years ended December
31, would have been as follows:
2002 2001 2000
----------- ------------- -------------
(in thousands, except per share amounts)
Net income (loss):
As reported ............................... $1,988 $(20,838) $(2,792)
Pro forma ................................. 1,613 (21,108) (3,021)
Basic net income (loss) per common share:
As reported ............................... $ 0.27 $ (3.17) $(0.45)
Pro forma ................................. 0.22 (3.21) (0.48)
Diluted net income (loss) per common share:
As reported ............................... $ 0.28 $ (3.17) $(0.45)
Pro forma ................................. 0.23 (3.21) (0.48)
INCOME TAXES: Deferred tax assets and liabilities are recorded based on
the difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is recorded to
reduce the carrying amount of deferred tax assets if it is more likely than not
that such assets will not be realized.
CONCENTRATION OF CREDIT RISK: The Company is subject to a concentration of
credit risk primarily with its trade accounts receivable. The largest
concentration is with retail customers in the Company's Automotive and Light
Truck segment. The Company grants credit to customers who meet pre-established
credit requirements, and generally requires no collateral from its customers.
Estimates of potential credit losses are based upon historical experience,
customer information and management's expectations of the industry and the
overall economy. As of December 31, 2002, the Company had no other significant
concentrations of credit risk.
USE OF ESTIMATES: The preparation of the consolidated financial statements
in conformity with accounting principles generally accepted in the United
States of America 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 dates of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
RECLASSIFICATION: Certain prior period amounts have been reclassified to
conform to the current year presentation.
NOTE 3 RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), which requires that goodwill and certain other
intangible assets having indefinite lives no longer be amortized to earnings,
but instead be subject to periodic testing for impairment. Intangible assets
determined to have definitive lives will continue to be amortized over their
useful lives. As this statement is effective for years beginning after December
15, 2001, the Company adopted SFAS 142 in the first quarter of 2002. As a
result of applying the tests included in SFAS 142, the Company determined that
there was a transitional impairment loss as the carrying value of the goodwill
recorded by its Automotive and Light Truck segment exceeded the fair value of
the business. The cumulative effect of this change in accounting principle, in
the amount of $4.7 million, has been expensed in the consolidated results of
operations. This write-off has no impact on cash flow from operations. Goodwill
amortization was
28
$0.4 million in 2001 and 2000. Excluding the after-tax impact of the goodwill
amortization, loss from continuing operations, net loss and earnings per share
for the year ended December 31, would have been as follows:
2001 2000
------------- ------------
(in thousands)
Loss from continuing operations -- reported .................................. $ (20,308) $ (9,234)
Goodwill amortization ........................................................ 368 384
--------- --------
Loss from continuing operations excluding goodwill amortization .............. $ (19,940) $ (8,850)
========= ========
Net loss -- reported ......................................................... $ (20,838) $ (2,792)
Goodwill amortization ........................................................ 368 384
--------- --------
Net loss excluding goodwill amortization ..................................... $ (20,470) $ (2,408)
========= ========
Loss per share from continuing operations (basic and diluted) -- reported .... $ (3.09) $ (1.43)
Goodwill amortization ........................................................ 0.06 0.06
--------- --------
Loss per share from continuing operations excluding goodwill amortization .... $ (3.03) $ (1.37)
========= ========
Net loss per share (basic and diluted) -- reported ........................... $ (3.17) $ (0.45)
Goodwill amortization ........................................................ 0.06 0.06
--------- --------
Net loss per share excluding goodwill amortization ........................... $ (3.11) $ (0.39)
========= ========
In June 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"), which provides the accounting
requirements for retirement obligations associated with tangible long-lived
assets. This statement requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. On January 1, 2003, this statement was effective for the Company. The
adoption of SFAS 143 did not have a material impact on the Company's
consolidated results of operations, financial position or cash flows.
In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which excludes from
the definition of long-lived assets goodwill and other intangibles that are not
amortized in accordance with SFAS 142. SFAS 144 requires that long-lived assets
to be disposed of by sale be measured at the lower of carrying amount or fair
value less cost to dispose, whether reported in continuing operations or in
discontinued operations. SFAS 144 also expands the reporting of discontinued
operations to include components of an entity that have been or will be
disposed of rather than limiting such discontinuance to a segment of a
business. Effective January 1, 2002, the Company adopted SFAS 144, which did
not have any impact on the Company's consolidated results of operations,
financial position or cash flows.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and
64, Amendment of FASB Statement No. 13, and Technical Corrections" was issued.
This statement provides guidance on the classification of gains and losses from
the extinguishment of debt and on the accounting for certain specified lease
transactions. The adoption of this statement, which was effective for
transactions occurring after May 15, 2002, did not have a material impact on
the Company's consolidated financial position, results of operations or cash
flows.
In September 2002, SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" ("SFAS 146") was issued. This statement provides
guidance on the recognition and measurement of liabilities associated with
disposal and exit activities, including restructuring, and is effective for the
Company on January 1, 2003. SFAS 146 requires that certain exit or disposal
costs be recorded as operating expenses when incurred as opposed to being
accrued at the time there is a commitment to an exit plan as required by EITF
Issue 94-3. This statement will have no impact on restructuring costs recorded
and accrued during 2002; however, it will impact the timing of the recording of
certain costs incurred in 2003 and thereafter.
In November 2002, FASB Interpretation ("FIN") No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" was issued. As
29
it applies to the Company, the interpretation provides guidance on the
disclosure requirements for product warranty costs. The Company has adopted the
disclosure requirements of the interpretation as of December 31, 2002.
NOTE 4 ACQUISITIONS
On December 27, 2002, the Company acquired certain net assets of Fedco
Automotive Components Company ("Fedco"), based in Buffalo, New York, a wholly
owned subsidiary of Tomkins PLC, for a cash purchase price of approximately
$8.1 million, including transaction costs. Fedco manufactures copper/ brass
and aluminum automotive and truck heaters for aftermarket retailers and
distributors, as well as specialty original equipment manufacturers. The
acquisition was funded using proceeds from the Company's Loan and Security
Agreement. The transaction has been accounted as a purchase from the date of
the acquisition. The allocation of the purchase price may require adjustment
based on subsequent information that is not currently available.
NOTE 5 DISPOSITION OF BUSINESS SEGMENT
Effective May 5, 2000, the Company sold substantially all of the assets
and liabilities of its Crown Division Specialty Metal Fabrication segment to
Leggett & Platt, Incorporated in a transaction valued at $37.5 million,
comprised of $28.7 million in cash and the assumption of $8.0 million of
Industrial Revenue Bonds due in 2010 and an unfunded pension liability of $0.8
million. The Company recorded a gain of $6.0 million, net of $3.8 million of
tax, which is reported as gain on sale of discontinued operation in the
consolidated statements of operations. Net proceeds from the sale were used to
reduce outstanding borrowings under the Company's prior Revolving Credit
Agreement.
NOTE 6 RESTRUCTURING AND OTHER SPECIAL CHARGES
During the third quarter of 2001, the Company began a restructuring
program, with expected expenditures of $7.0 million, designed around its
business initiatives to improve operating performance. The program, which is
expected to continue through the first half of 2003, includes the redesign of
our distribution system, headcount reductions, the transfer of production
between manufacturing facilities and a reevaluation of our product offerings.
As a part of this program, the Company recorded restructuring and other special
charges of $1.8 million and $4.6 million during 2002 and 2001, respectively.
The remaining reserve balance at December 31, 2001 and 2002 is classified in
other accrued liabilities. A summary of these charges is as follows:
WORKFORCE FACILITY ASSET
RELATED CONSOLIDATION WRITEDOWN TOTAL
----------- --------------- ----------- -----------
(in thousands)
Charge to operations ............... $ 1,101 $ 414 $ 3,060 $ 4,575
Cash payments ...................... (704) (177) -- (881)
Non-cash write-off ................. -- -- (3,060) (3,060)
------- ------- ------- -------
Balance at December 31, 2001 ....... 397 237 -- 634
Charge to operations ............... 841 503 472 1,816
Cash payments ...................... (763) (578) -- (1,341)
Non-cash write-off ................. -- -- (472) (472)
------- ------- ------- -------
Balance at December 31, 2002 ....... $ 475 $ 162 $ -- $ 637
======= ======= ======= =======
The workforce-related charges in 2001 reflect the elimination of 119
salaried and hourly positions within the Heavy Duty and Automotive and Light
Truck SBGs during the second half of the year. In 2002, the charges represent
the elimination of 31 salaried and hourly positions, primarily within the Heavy
Duty segment and stay-pay costs, which were earned in the Heavy Duty segment.
Cash payments are expected to continue through the end of 2003.
The $0.4 million facility consolidation charge in 2001 represents
inventory and machinery movement, lease termination and facility exit expenses
associated with the transfer of several product lines between
30
Heavy Duty segment manufacturing locations and the closure of seven Automotive
and Light Truck segment branch facilities as part of the redesign of the
Company's distribution system. Machinery and inventory movement costs were
expensed as incurred. For 2002, facility closure costs of $0.5 million
primarily reflect expenses associated with the closure of two Automotive and
Light Truck sales branches, the relocation of an aluminum tube mill purchased
during the year and the closure of a Heavy Duty plant. Cash payments are
expected to continue through 2003 as a result of costs associated with the idle
facilities.
During the third quarter of 2001, due to changes in product demand, the
Company decided to exit its copper/brass condenser product production and
closed a California manufacturing plant, resulting in the impairment of $1.8
million of goodwill recorded as part of the Rahn Industries acquisition in
1996. The write-off is the result of a determination that the value of
estimated future cash flows is less than the carrying amount of the goodwill.
In conjunction with the closure of the California manufacturing plant, a charge
of $1.2 million was also recorded in 2001 to reflect the impairment of
inventory and fixed assets. Of this charge, $0.9 million was included in cost
of sales. All assets were disposed of prior to the end of 2001. During the
third quarter of 2002, the Company announced the closure of its underutilized
Maquoketa, Iowa, Heavy Duty component parts plant in order to move the
manufacturing closer to where the parts are used. As a result, the Company
recorded a provision of $0.5 million to reduce the inventory and fixed assets
to net realizable value which was included in cost of sales. The Company
received proceeds of $0.1 million during the second quarter of 2002 from the
sale of assets, which had been written off during 2001 in connection with the
closure of a California manufacturing plant.
In 2000, the Company recorded $0.7 million in closure costs related to
actions taken in the Heavy Duty segment to close the Houston, Texas regional
radiator manufacturing facility and in the Automotive and Light Truck segment
to consolidate the Santa Fe Springs, California distribution facility into the
existing distribution facility in Memphis, Tennessee. The manufacturing
facility closure plan was initiated to reduce manufacturing costs and address
plant capacity issues at other regional facilities. The distribution center
consolidation plan was initiated to enhance fill rates to customers and reduce
the per unit carrying cost of inventory. These actions resulted in the
termination of 26 salaried and hourly employees. Approximately $0.1 million of
the total reserve remained as of December 31, 2000, related to remaining
facility restoration costs at the Houston facility and was classified as an
accrued expense in the accompanying balance sheet. These costs were paid during
2001.
During the fourth quarter of 2000, the Company recorded an accrual of $0.7
million to cover severance and other costs associated with the separation and
replacement of a former President and CEO of the Company. These payments were
completed during the first quarter of 2002.
A summary of these charges is as follows:
CASH
CHARGE TO PAYMENTS DURING
OPERATIONS --------------- BALANCE AT
DURING 2000 2000 2001 DECEMBER 31, 2001
------------ ------ ------ ------------------
(in thousands)
Workforce related ................. $ 222 $222 $ -- $--
Facilities consolidations ......... 479 428 51 --
Executive separation .............. 675 -- 643 32
Asset writedown ................... 31 31 -- --
------ ---- ---- ---
Total ............................. $1,407 $681 $694 $32
====== ==== ==== ===
31
NOTE 7 INVENTORY
Inventory at December 31 consists of the following:
2002 2001
---------- ----------
(in thousands)
Raw material and components parts ......... $17,814 $18,287
Work in progress .......................... 1,219 1,473
Finished goods ............................ 45,594 40,420
------- -------
Total inventory ........................... $64,627 $60,180
======= =======
NOTE 8 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31 consists of the following:
2002 2001
------------ -----------
(in thousands)
Land and improvements ............................. $ 90 $ 90
Buildings and improvements ........................ 12,682 12,878
Machinery and equipment ........................... 60,858 59,752
------- -------
Property, plant and equipment, gross .............. 73,630 72,720
Accumulated depreciation and amortization ......... (47,078) (48,251)
------- -------
Property, plant and equipment, net ................ $26,552 $24,469
======= =======
NOTE 9 DEBT
Debt at December 31 consists of the following:
2002 2001
---------- ----------
(in thousands)
Revolving credit facility ................. $51,294 $28,711
Term loan ................................. 3,000 3,695
Industrial revenue bond ................... 5,000 5,000
Capitalized lease obligations ............. 302 257
------- -------
Total debt ................................ 59,596 37,663
Less:
Revolving credit facility ................. 51,294 28,711
Current portion of long-term debt ......... 1,035 954
------- -------
Total long-term debt ...................... $ 7,267 $ 7,998
======= =======
The Company entered into a $65.0 million Loan and Security Agreement (the
"Loan Agreement") on January 4, 2001 with Congress Financial Corporation (New
England) ("Congress"), an affiliate of First Union National Bank. Proceeds from
the Loan Agreement were utilized to repay the then existing revolving credit
arrangement with five banking institutions. The Loan Agreement originally
provided for collateralized borrowings or the issuance of letters of credit in
an aggregate amount not to exceed $65.0 million and was comprised of a $60.0
million Revolving Credit Facility and a $5.0 million Term Loan. The initial
term of the Loan Agreement was to expire on January 5, 2004, with annual
extensions thereafter at the option of Congress. The Loan Agreement is
collateralized by a blanket first security interest in substantially all of the
Company's assets plus a pledge of the stock of the Company's subsidiaries.
Available borrowings under the Revolving Credit Facility are determined by a
borrowing base consisting of the Company's eligible accounts receivable and
inventory, adjusted by an advance rate. Borrowings under the Revolving Credit
Facility are classified as short term in the accompanying consolidated balance
sheet. The Term Loan originally was payable in 59 consecutive monthly
installments of $75 thousand commencing February 1, 2001, with a balloon
payment due on January 5, 2004.
32
Amounts borrowed under the Loan Agreement initially bore interest at
variable rates based, at the Company's option, on either the Eurodollar rate
plus a margin of 2.0%, 2.25% or 2.50% depending on the Company's pretax profit
performance, or the First Union base lending rate. The Loan Agreement contains
covenants regarding working capital and net worth and prohibits the payment of
common stock dividends.
For the period April 30, 2001 through June 30, 2001, the Company was in
default of the net worth covenant contained in the Loan Agreement. Congress
waived the default by executing an amendment to the Loan Agreement, which
provided that effective July 1, 2001, borrowings bear interest at either 1.5%
above the prime rate or 4.0% in excess of the Eurodollar rate at the Company's
option. On July 30, 2001, the Company entered into an amendment to the Loan
Agreement, which lowered the net worth threshold to $63.0 million for periods
after July 30, 2001. On November 27, 2001, an amendment was entered into which
lowered the maximum borrowing amount under the Loan Agreement from $65.0
million to $55.0 million and lowered the maximum borrowing amount under the
revolving credit facility from $60.0 million to $50.0 million. On February 20,
2002, the Company entered into an amendment, which redefined working capital to
exclude deferred tax assets, and established the minimum working capital
threshold at $53.0 million effective December 31, 2001 through March 31, 2002
and at $55.0 million thereafter. These amendments were entered into in order to
correct a violation, which would have occurred under the original wording of
the agreement. In order to correct a net worth violation, which would have
occurred as a result of recording the tax valuation reserve in 2001, and
writing off goodwill in the first quarter of 2002, the Company obtained an
amendment, which as of December 31, 2001, lowered the minimum net worth
threshold to $37.0 million.
On November 22, 2002, the maximum credit line was permanently increased to
$65.0 million as a result of an amendment to the Loan Agreement.
On December 27, 2002, the Company entered into an amendment to its Loan
Agreement, along with an amendment to its Term Promissory Note. These
amendments provide for a permanent increase in the maximum credit line to $80.0
million and an extension of the credit line through December 27, 2005. The
expanded credit line is comprised of a Revolving Credit facility of up to $77.0
million and a Term Loan of $3.0 million. The Term Loan is payable in 35
consecutive monthly installments of $75 thousand, commencing on February 1,
2003 with a balloon payment due on December 27, 2005. In addition, the interest
rate was decreased to the prime rate from the prime rate plus 1.5%. The Company
also has the option to elect a Eurodollar-based interest rate, which has been
decreased from plus 4.0% to plus 2.5%. There were no changes to the minimum
thresholds for net worth or working capital, which remain at $37.0 million and
$55.0 million, respectively. The extension and amendment to the Loan Agreement
provides the Company with additional flexibility to meet its ongoing
development needs and lowers borrowing costs.
At December 31, 2002 and 2001, the interest rate on outstanding borrowings
under the Loan Agreement was 4.25% and 6.50%, respectively. The weighted
average interest rate during 2002 and 2001 was 6.08% and 8.04%, respectively.
Available borrowings under the Revolving Credit facility at December 31, 2002
were $3.1 million.
In addition, the Company has an Industrial Revenue Bond relating to its
New Haven, Connecticut facility, which is due in October 2013 and is fully
secured by letters of credit. The Industrial Revenue Bond bears interest,
payable quarterly, at a rate based on a short-term tax-exempt bonds index, as
defined in the bonds, and approximated 1.40% and 1.65% at December 31, 2002 and
2001, respectively. The average interest rate approximated 1.44% and 2.86%
during 2002 and 2001, respectively.
Capitalized lease obligations relate primarily to computer equipment.
Interest paid during 2002, 2001 and 2000 was $2.9 million, $3.8 million
and $3.9 million, respectively.
The Company utilizes letters of credit to back its Industrial Revenue
Bond, certain insurance policies and certain trade purchases in the amounts of
$10.1 million and $9.4 million at December 31, 2002 and 2001, respectively.
Minimum future debt repayments, excluding the Revolving Credit facility,
will be $1.0 million in 2003 and 2004, $1.2 million in 2005, and $5.0 million
thereafter.
33
NOTE 10 STOCKHOLDERS' EQUITY
STOCKHOLDER RIGHTS PLAN: On September 14, 1995, the Board of Directors
adopted a Stockholder Rights Plan (the "Rights Plan"), under which one Right
(the "Right") was issued and distributed for each share of common stock. The
Rights Plan is intended to protect shareholders against unsolicited attempts to
acquire control of the Company that do not offer what the Company believes to
be an adequate price to all shareholders. Each Right will entitle the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Preferred Stock at a price of $60.00 per one one-hundredth of a share
of Series A Preferred Stock subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement between the Company and American
Stock Transfer & Trust Company, as Rights Agent.
The Rights will become exercisable only if a person or group acquires or
obtains the right to acquire beneficial ownership of 20% or more of the
outstanding shares of common stock (an "Acquiring Person") or 10 days (or such
later date as the Company's Board of Directors may determine) following the
commencement by a person or group of a tender or exchange offer which would
result in such person or group becoming an Acquiring Person. The earlier of
such dates is called the "Rights Distribution Date." Until the Rights
Distribution Date, the Rights will be evidenced by the certificates for shares
of common stock. In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights that are or were owned
beneficially by the Acquiring Person (which, from and after the later of the
Rights Distribution Date and the date of the earliest of any such events, will
be void), will thereafter have the right to receive, upon exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock having a market value of two times the exercise price of the Right.
PREFERRED STOCK: In connection with the acquisition of Ready-Aire, the
Company issued 30,000 shares of Transpro, Inc. Series B Convertible Preferred
Stock ("Preferred Stock"). The purchase agreement provides for a potential
additional payout for the Ready-Aire acquisition based on the earnings
performance of the business for the period January 1, 1999 through December 31,
2000 that would take the form of an increase in the liquidation preference of
the Preferred Stock. The holder of the Preferred Stock has disputed the
calculation of the payout amount and, the Company is attempting to resolve the
differences in accordance with the provisions of the Ready-Aire stock purchase
agreement. Should any adjustment result from these negotiations, the resulting
increase in goodwill may be impaired as a result of the provisions of SFAS 142,
resulting in a charge to operating income. The Preferred Stock is
non-transferable and is entitled to cumulative dividends of 5%. It is
convertible into common stock at the rate of 50% on August 1, 2001, an
additional 25% on August 1, 2002 and the remaining 25% on August 1, 2003 and is
redeemable thereafter at the liquidation preference at the time of redemption.
The Preferred Stock is convertible into common stock based upon the liquidation
preference and the market value of common stock at the time of conversion, as
further defined in the purchase agreement. The aggregate number of shares of
common stock to be issued upon conversion of Preferred Stock may not exceed 7%
of the total number of shares of common stock outstanding, after giving effect
to the conversion. During the month of December 2002, the holder of the
Preferred Stock converted 6,139 shares of Preferred Stock $(0.6 million) into
124,134 shares of common stock. During the fourth quarter of 2001, 11,080
shares of Preferred Stock ($1.1 million) were converted into 373,279 shares of
common stock.
TREASURY STOCK: During the second quarter of 2001, the Board of Directors
authorized the issuance of 30,175 shares of treasury stock and the payment of
$96,565 to the Chairman of the Board as compensation for serving as interim
President of the Company.
OTHER COMPREHENSIVE LOSS: Other comprehensive loss pertains to revenues,
expenses, gains and losses that are not included in net income, but rather are
recorded directly in Stockholders' Equity. For 2002, 2001 and 2000, other
comprehensive loss reflects minimum pension liability adjustments. The pre-tax
and net of tax (loss) adjustments for the years ended December 31, were $(2.6)
million and $(2.6) million for 2002; $(1.6) million and $(1.6) million for
2001; and $(0.5) million and $(0.3) million for 2000, respectively.
34
NOTE 11 RETIREMENT AND POST-RETIREMENT PLANS
RETIREMENT PLANS: A majority of the Company's non-union full-time U.S.
employees are covered by a cash balance defined benefit plan. Generally,
employees become vested in their pension plan benefits after 5 years of
employment. The Company also maintains a non-qualified retirement plan to
supplement benefits for designated employees whose pension plan benefits are
limited by the provisions of the Internal Revenue Code. It is the Company's
policy to make contributions to qualified retirement plans sufficient to meet
the minimum funding requirements of applicable laws and regulations. The assets
of the plans consist principally of equity securities and fixed income
instruments.
The Company has recorded an additional minimum liability at the end of
each year representing the excess of the accumulated benefit obligations over
the fair value of plan assets and accrued pension liabilities. To the extent
possible, an intangible asset, representing unrecognized prior service costs,
has been recorded to offset the liabilities. The balance of the liability at
the end of the period is reported as a separate reduction of stockholders'
equity, net of tax benefits.
POSTRETIREMENT PLANS: The Company provides health care and life insurance
benefits for certain retired employees who reach retirement age while working
for the Company. The Company accrues for the cost of its postretirement health
care and life insurance benefits based on actuarially determined costs
recognized over the period from the date of hire to the full eligibility date
of employees who are expected to qualify for these benefits. The Company funds
these costs on a pay as you go basis.
Components of net periodic benefit cost for three years ended December 31
are as follows:
RETIREMENT PLANS POSTRETIREMENT PLANS
--------------------------------------- -------------------------------
2002 2001 2000 2002 2001 2000
----------- ----------- ----------- ------- -------- ----------
(in thousands)
Service cost ........................ $ 817 $ 798 $ 831 $ 2 $ 2 $ 2
Interest cost ....................... 1,815 1,788 1,751 42 54 59
Expected return on plan assets ...... (1,947) (1,955) (1,894) -- -- --
Plan curtailment .................... -- (6) (458) -- -- (169)
Amortization and deferral of net loss
(gain) ............................. 94 (84) (97) (5) (13) (44)
------- ------- ------- --- ---- -----
Net periodic benefit cost (benefit) . $ 779 $ 541 $ 133 $39 $ 43 $(152)
======= ======= ======= === ==== =====
The following tables set forth the plans' combined funded status and
amounts recognized in the Company's consolidated balance sheets at December 31:
POSTRETIREMENT
RETIREMENT PLANS PLANS
--------------------- ------------------
2002 2001 2002 2001
---------- ---------- -------- ---------
(in thousands)
Change in benefit obligation:
Benefit obligation at January 1 ........... $ 25,979 $24,173 $ 693 $ 707
Service cost .............................. 817 798 2 2
Interest cost ............................. 1,815 1,788 42 54
Actuarial loss ............................ 1,889 1,203 97 237
Curtailment gain .......................... -- (6) -- --
Actual gross benefits paid ................ (1,707) (1,977) (250) (307)
-------- -------- ------ ------
Benefit obligation at December 31 ......... $ 28,793 $25,979 $ 584 $ 693
======== ======== ====== ======
35
RETIREMENT PLANS POSTRETIREMENT PLANS
--------------------------- -----------------------
2002 2001 2002 2001
------------- ------------- ----------- -----------
(in thousands)
Change in plan assets:
Fair value of plan assets at January 1 ............ $ 20,020 $ 24,399 $ -- $ --
Actual return on plan assets ...................... (1,794) (2,860) -- --
Company contributions ............................. 2,582 458 250 307
Actual gross benefits paid ........................ (1,707) (1,977) (250) (307)
--------- --------- ------- -------
Fair value of plan assets at December 31 .......... $ 19,101 $ 20,020 $ -- $ --
========= ========= ======= =======
Reconciliation of funded status:
Funded status at December 31 ...................... $ (9,692) $ (5,959) $ (584) $ (693)
Unrecognized transition asset ..................... 13 9 -- --
Unrecognized prior service cost (benefit) ......... 482 540 (49) (53)
Unrecognized net loss ............................. 6,902 1,312 100 2
--------- --------- ------- -------
Accrued benefit cost .............................. $ (2,295) $ (4,098) $ (533) $ (744)
========= ========= ======= =======
Amounts recognized in statements of
financial position:
Prepaid asset ..................................... $ 2,741 $ -- $ -- $ --
Accrued benefit liability ......................... (9,738) (6,511) (533) (744)
Intangible asset .................................. 210 550 -- --
Accumulated other comprehensive loss .............. 4,492 1,863 -- --
--------- --------- ------- -------
Net amount recognized at December 31 .............. $ (2,295) $ (4,098) $ (533) $ (744)
========= ========= ======= =======
The assumptions used in the measurement of the retirement and
postretirement plans for the years ended December 31 are as follows:
RETIREMENT PLANS POSTRETIREMENT PLANS
------------------------------------ ------------------------------------
2002 2001 2000 2002 2001 2000
---------- ---------- ---------- ---------- ---------- ----------
(in thousands)
Discount rate ........................... 6.75% 7.25% 7.75% 6.75% 7.25% 7.75%
Return on assets ........................ 9.00% 9.00% 9.00% -- -- --
Initial trend rate ...................... -- -- -- 11.00% 12.00% 8.40%
Salary progression ...................... 4.25% 4.00% 4.25% -- -- --
Ultimate health care trend rate ......... -- -- -- 5.00% 5.00% 5.00%
Years to ultimate trend ................. -- -- -- 9 10 10
Assumed healthcare cost trend rates can have an effect on the amounts
reported for the healthcare plan. A one-percentage point change in the assumed
healthcare cost trend rates would have the following effects:
1% INCREASE 1% DECREASE
------------- ------------
(in thousands)
Effect on total service and interest cost components .......... $1 $ (1)
Effect on post-retirement benefit obligation .................. $9 $ (9)
The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were $23.1 million, $23.1 million and $13.7 million,
respectively as of December 31, 2002. At December 31, 2001, all pension plans
had accumulated benefit obligations in excess of plan assets.
401(K) INVESTMENT PLAN: Under the Company's 401(k) Plan, substantially all
of the Company's non-union employees and certain union employees are eligible
to contribute a portion of their salaries into various investment options,
which include the Company's common stock. The Company matches a
36
percentage of the amounts contributed by the employees. The Company's matching
contributions were approximately $0.4 million in 2002, 2001 and 2000.
NOTE 12 STOCK COMPENSATION PLANS
STOCK OPTIONS: At December 31, 2002, the Company had two stock option
plans under which key employees and directors have options to purchase Transpro
common stock. Under the 1995 Stock Plan (the "Stock Plan") options are granted
at fair market value on the date of grant and are generally exercisable
cumulatively at the rate of 50% two years from the date of grant, 75% three
years from the date of grant, and 100% four years from the date of grant.
Options granted under the Stock Plan expire ten years and two days from the
date of the grant. Awards of restricted stock may also be granted to key
employees under the Stock Plan and may be issued in addition to, or in lieu of
stock options. The total number of shares of common stock with respect to which
stock options may be granted and restricted shares may be awarded under the
Stock Plan shall not exceed 600,000. At December 31, 2002 and 2001,
respectively, 441,859 and 208,500 common shares were reserved for stock options
and restricted shares granted under the Stock Plan. The Non-Employee Directors
Stock Option Plan (the "Directors Plan") provides for the issuance of options
at the fair market value of the common stock covered thereby on the date of
grant. Subject to certain acceleration provisions, each option granted under
the Directors Plan will be exercisable 50% after two years from the date of
grant, 75% after three years from the date of grant and 100% after four years
from the date of grant. Options granted under the Directors Plan expire ten
years from the date of grant. The total number of shares of common stock with
respect to which options may be granted under the Directors Plan may not exceed
100,000 shares. At December 31, 2002 and 2001, 99,200 and 88,500 common shares
were reserved for stock options granted under the Directors Plan.
On July 5, 2001, the Company commenced a tender offer for all outstanding
options under the 1995 Stock Plan having an exercise price in excess of $4.00
per share. This did not apply to options outstanding under the Directors Plan.
Under the terms of the offer, tendered options would be cancelled and exchanged
for new options to be granted on or about the first business day, which is six
months and one day after the option cancellation date. The number of options to
be granted would be equal to one half of the tendered options for those grants
with an exercise price between $4.00 and $6.00 and one-third of the tendered
options for those grants with an exercise price greater than $6.00. The tender
offer expired on August 2, 2001. Of the options to purchase 116,576 shares
available to be tendered, options to purchase 69,176 shares were tendered and
have been cancelled. Options, which were not tendered, continue with their
original terms and conditions. On February 6, 2002, 28,614 options were granted
at an option price of $3.39 per share to replace the options which had been
tendered.
Information regarding the Stock Plan and the Directors Plan is as follows:
OPTION PRICE RANGE
------------------------------------
NUMBER WEIGHTED
STOCK PLAN OF OPTIONS LOW AVERAGE HIGH
- ------------------------------------------ ------------ ---------- --------- -----------
Outstanding at December 31, 1999 ......... 480,966 $ 3.72 $ 7.22 $ 11.75
Granted .................................. -- -- -- --
Canceled ................................. (10,688) 5.88 6.56 8.60
-------
Outstanding at December 31, 2000 ......... 470,278 3.72 7.24 11.75
Granted .................................. 230,000 2.50 2.88 3.20
Canceled ................................. (491,778) 2.50 6.94 11.75
--------
Outstanding at December 31, 2001 ......... 208,500 2.50 3.14 5.88
Granted .................................. 243,614 3.39 4.56 4.72
Canceled ................................. (10,255) 3.39 5.21 5.88
--------
Outstanding at December 31, 2002 ......... 441,859 2.50 3.88 5.88
========
Exercisable at December 31, 2002 ......... 56,609 2.90 3.41 5.88
========
37
OPTION PRICE RANGE
------------------------------------
NUMBER WEIGHTED
DIRECTORS PLAN OF OPTIONS LOW AVERAGE HIGH
- ------------------------------------------ ------------ ---------- --------- -----------
Outstanding at December 31, 1999 ......... 77,800 $ 5.50 $ 8.54 $ 11.75
Granted .................................. -- -- -- --
------
Outstanding at December 31, 2000 ......... 77,800 5.50 8.54 11.75
Granted .................................. 10,700 2.70 2.70 2.70
------
Outstanding at December 31, 2001 ......... 88,500 2.70 7.84 11.75
Granted .................................. 10,700 4.72 4.72 4.72
------
Outstanding at December 31, 2002 ......... 99,200 2.70 7.50 11.75
======
Exercisable at December 31, 2002 ......... 72,450 5.50 8.77 11.75
======
The weighted-average grant date fair values of options granted during 2002
and 2001 were $2.77 and $1.66. There were no options granted during 2000.
Additional information relating to outstanding options under both plans as
of December 31, 2002 is as follows:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------ ---------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF OPTIONS TERM EXERCISE SHARES EXERCISE
EXERCISE PRICE OUTSTANDING (YEARS) PRICE EXERCISABLE PRICE
- -------------------------- ------------- ----------- ---------- ------------- -----------
$ 2.35 -- $ 3.53 ......... 231,559 8.4 $ 2.98 50,609 $ 3.12
$ 4.70 -- $ 5.88 ......... 253,100 9.0 $ 4.81 22,050 $ 5.60
$ 7.05 -- $ 8.23 ......... 10,700 4.3 $ 7.75 10,700 $ 7.75
$ 8.23 -- $ 9.40 ......... 10,700 3.3 $ 8.38 10,700 $ 8.38
$ 9.40 -- $10.58 ......... 14,000 2.8 $10.00 14,000 $10.00
$10.58 -- $11.75 ......... 21,000 2.8 $11.17 21,000 $11.17
The fair value of each option grant, included in the pro forma disclosure
of SFAS 123 in Note 2, is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:
2002 2001 2000
---------- ---------- ----------
Dividend yield ................... 0% 0% 0%
Expected volatility .............. 55.3% 56.5% 55.7%
Risk-free interest rate .......... 4.9% 4.6% 4.5%
Expected life .................... 6 Years 6 Years 6 Years
RESTRICTED STOCK: Restricted stock awards vest four years from the date of
the award. Unearned compensation, representing the fair value of the restricted
shares at the date of the award, is charged to income over the period.
Compensation expense with respect to restricted shares was zero in 2002, $0.02
million in 2001 and $0.04 million in 2000.
Information relating to outstanding restricted stock awards is as follows:
Outstanding at December 31, 1999 ......... 24,026
Canceled ................................. (7,000)
------
Outstanding at December 31, 2000 ......... 17,026
Vested ................................... (5,126)
Canceled ................................. (11,900)
-------
Outstanding at December 31, 2001 ......... --
=======
38
NOTE 13 INCOME TAXES
The (benefit from) provision for income taxes for the three years ended
December 31, is as follows:
2002 2001 2000
------------ ------------ ------------
(in thousands)
Current:
Federal ........................................... $ (4,624) $ (1,999) $ (3,868)
Foreign ........................................... 292 273 203
State and local ................................... (21) (414) (453)
-------- -------- --------
(4,353) (2,140) (4,118)
-------- -------- --------
Deferred:
Federal ........................................... 1,300 (4,752) (384)
State and local ................................... 307 117 (113)
Valuation allowance ............................... (1,607) 9,485 --
-------- -------- --------
-- 4,850 (497)
-------- -------- --------
(Benefit from) provision for income taxes ......... $ (4,353) $ 2,710 $ (4,615)
======== ======== ========
A reconciliation of the (benefit from) provision for income taxes at the
Federal statutory rate of 34% to the reported tax (benefit from) provision for
continuing operations in 2002, 2001 and 2000 is as follows:
2002 2001 2000
----------- ------------- ------------
(in thousands)
Provision (benefit) computed at the Federal statutory rate .............. $ 784 $ (5,983) $ (4,709)
State and local income taxes, net of Federal income tax benefit ......... 286 (200) (374)
Foreign tax rate differential ........................................... 136 95 50
Permanent differences ................................................... 57 144 188
Federal audit adjustment ................................................ -- (576) --
State tax credit adjustment ............................................. (110) (390) --
Valuation allowance ..................................................... (5,280) 9,485 --
Other ................................................................... (226) 135 230
-------- --------- --------
(Benefit from) provision for income taxes ............................... $ (4,353) $ 2,710 $ (4,615)
======== ========= ========
39
Significant components of deferred income tax assets and liabilities as of
December 31, are as follows:
2002 2001
----------- -----------
(in thousands)
Deferred tax assets:
Inventories ............................ $ 1,722 $ 2,107
Pensions ............................... 878 1,878
Postretirement benefits ................ 202 283
Allowance for bad debts ................ 1,271 1,406
Self insurance reserves ................ 1,182 1,019
Warranty reserves ...................... 511 735
Accrued vacation ....................... 648 620
Federal net operating loss ............. -- 3,515
Other .................................. 1,284 1,104
Valuation reserve ...................... (4,205) (9,485)
-------- --------
Total deferred tax assets .............. 3,493 3,182
-------- --------
Deferred tax liabilities:
Depreciation ........................... (2,992) (2,644)
Deferred charges ....................... (354) (373)
Other .................................. (147) (165)
-------- --------
Total deferred tax liabilities ......... (3,493) (3,182)
-------- --------
Net deferred tax assets ................ $ -- $ --
======== ========
During March 2002, tax legislation was enacted which included a provision
that allowed pre-tax losses incurred in 2001 and 2002 to be carried-back for a
period of five years instead of the current two years. As a result, the Company
increased its net income in the first quarter of 2002 by approximately $3.8
million, which reflects a reduction in the deferred tax valuation allowance.
This amount was received in cash during the second quarter of 2002.
During the fourth quarter of 2001, the Company determined that in
accordance with the provisions of SFAS 109, "Accounting for Income Taxes", a
non-cash valuation allowance of $9.5 million was required to offset its net
deferred tax asset balance. The reserve was required due to the Company's
cumulative losses during the past three years. As the Company returns to
profitability on a pre-tax basis, it would recover the valuation allowance,
which would improve net income.
The earnings of certain foreign subsidiaries are considered permanently
reinvested in the foreign operations and therefore no provision has been made
for U.S. taxes related to these subsidiaries. Income (loss) before taxes from
United States and foreign sources for the three years ended December 31, is as
follows:
2002 2001 2000
--------- ------------- -------------
(in thousands)
United States ...................... $1,848 $ (18,120) $ (14,301)
Foreign ............................ 458 522 452
------ --------- ---------
Income (loss before taxes) ......... $2,306 $ (17,598) $ (13,849)
====== ========= =========
Net income taxes (refunded) paid during 2002, 2001 and 2000 were $(4.8)
million, $(2.8) million and $3.2 million, respectively.
40
NOTE 14 INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted income
(loss) per common share:
2002 2001 2000
----------- ------------- -------------
(in thousands, except per share amounts)
Numerator:
Income (loss) from continuing operations ................... $ 6,659 $ (20,308) $ (9,234)
Less: preferred stock dividends ............................ (86) (138) (142)
-------- --------- ---------
Income (loss) from continuing operations available
(attributable) to common stockholders ..................... 6,573 (20,446) (9,376)
Cumulative effect of accounting charge, net of tax ......... (4,671) -- --
Income from discontinued operation, net of tax ............. -- -- 440
Gain on sale of discontinued operation, net of tax ......... -- -- 6,002
Loss on debt extinguishment ................................ -- (530) --
-------- --------- ---------
Net income (loss) available (attributable) to
common stockholders -- basic .............................. 1,902 (20,976) (2,934)
Add back: preferred stock dividend ......................... 86 -- --
-------- --------- ---------
Net income (loss) available (attributable) to stockholders
and assumed conversions ................................... $ 1,988 $ (20,976) $ (2,934)
======== ========= =========
Denominator:
Weighted average common shares ............................. 7,001 6,624 6,590
Non-vested restricted stock ................................ -- -- (17)
-------- --------- ---------
Adjusted weighted average common shares -- basic ........... 7,001 6,624 6,573
Dilutive effect of stock options ........................... 84 -- --
Dilutive effect of Series B Preferred Stock ................ 36 -- --
-------- --------- ---------
Adjusted weighted average common shares -- diluted ......... 7,121 6,624 6,573
======== ========= =========
Basic income (loss) per common share:
Continuing operations ...................................... $ 0.94 $ (3.09) $ (1.43)
Cumulative effect of accounting change ..................... (0.67) -- --
Discontinued operation ..................................... -- -- 0.07
Gain on sale of discontinued operation ..................... -- -- 0.91
Loss on debt extinguishment ................................ -- (0.08) --
-------- --------- ---------
Net income (loss) per common share ......................... $ 0.27 $ (3.17) $ (0.45)
======== ========= =========
Diluted income (loss) per common share:
Continuing operations ...................................... $ 0.94 $ (3.09) $ (1.43)
Cumulative effect of accounting change ..................... (0.66) -- --
Discontinued operation ..................................... -- -- 0.07
Gain on sale of discontinued operation ..................... -- -- 0.91
Loss on debt extinguishment ................................ -- (0.08) --
-------- --------- ---------
Net income (loss) per common share ......................... $ 0.28 $ (3.17) $ (0.45)
======== ========= =========
The weighted average basic common shares outstanding was used in the
calculation of the diluted loss per common share for the years ended December
31, 2001 and 2000 as the use of weighted average diluted common shares
outstanding would have an anti-dilutive effect on the loss per share.
41
There were outstanding options to purchase common stock excluded from the
diluted calculation because their exercise price exceeded the average market
price of Transpro common stock during the respective earnings periods. The
shares excluded and the average market prices were as follows:
2002 2001 2000
----------- ------------ ------------
Options ........................ 83,800 181,300 394,354
Average market prices .......... $ 4.98 $ 2.96 $ 4.49
NOTE 15 COMMITMENTS AND CONTINGENCIES
LEASES: The Company's leases consist primarily of manufacturing and
distribution facilities and equipment, which expire between 2003 and 2012. A
number of leases require that the Company pay certain executory costs (taxes,
insurance, and maintenance) and contain renewal and purchase options. Annual
rental expense for operating leases approximated $4.3 million in 2002, $4.2
million in 2001 and $4.3 million in 2000.
Future minimum annual rental payments under non-cancelable operating
leases as of December 31, 2002 were as follows: $4.0 million in 2003, $3.2
million in 2004, $2.7 million in 2005, $2.1 million in 2006 and $1.1 million in
2007 and $4.1 million thereafter.
INSURANCE: The Company is self-insured for health care, workers
compensation, general liability and product liability claims up to
predetermined amounts above which third party insurance applies. The Company
has reserved approximately $3.1 million and $2.7 million to pay such claims as
of December 31, 2002 and 2001, respectively.
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. Pursuant to an Agreement and Plan of Merger dated
July 23, 1998 (the "Purchase Agreement"), the Company acquired from Paul S.
Wilhide ("Wilhide") all of the common stock of EVAP, Inc. The consideration for
this transaction was a payment of $3.0 million in cash, the issuance of 30,000
shares of the Company's Series B Convertible Redeemable Preferred Stock (the
"Convertible Shares"), and the potential for an "earn-out" payment to Wilhide
based on a calculation relating to EVAP's performance during the years 1999 and
2000. There is presently a dispute between the Company and Wilhide relating to
the calculation of the earn-out. Wilhide claims that the value of his earn-out
is $3.75 million, while the Company believes that Wilhide is not entitled to
any earn-out. Under the Purchase Agreement, the earn-out would have, in the
first instance, been payable through an increase in the liquidation preference
of the Convertible Shares. Because, however, Wilhide has already met the agreed
limits as to the amount of Convertible Shares that may be converted into
Transpro common stock, any earn-out would likely be payable to Wilhide in cash.
The Agreement includes an arbitration provision and there is currently a
dispute as to the scope of the arbitration relating to the calculation of the
earn-out payment. Accordingly, on January 14, 2003, Wilhide commenced an action
in Texas State Court seeking a declaratory judgment that certain factors used
by the Company in its earn-out calculation were improper and should not be
included in the arbitration. The Company has filed an Application with the
Court to have the entire matter resolved in arbitration and intends to
vigorously defend this matter. Should any adjustment result from these
negotiations, the resulting increase in goodwill may be impaired as a result of
the provisions of SFAS 142, resulting in a charge to operating income.
Depending on the amount and timing, an unfavorable resolution of this matter
could materially affect the Company's consolidated financial position, future
operations or cash flows in a particular period.
ENVIRONMENTAL MATTERS: The Company is subject to Federal, state and local
laws designed to protect the environment and 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. On January 27, 2003, the Company announced that it had signed a
Consent Agreement with the State of Connecticut Department of Environmental
Protection. Under the agreement, the Company will voluntarily initiate the
investigation and cleanup of environmental contamination on property occupied
by a wholly-owned subsidiary of the Company over 20 years ago. The Company
believes there will not be a material adverse impact to its financial results
due to the investigation and cleanup activities. The
42
Company also does not currently 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
also believes it is reasonably possible that environmental-related liabilities
might exist with respect to other industrial sites formerly occupied by the
Company. Based upon environmental site assessments, the Company believes that
the cost of any potential remediation, other than amounts already provided, for
which the Company may ultimately be responsible will not have a material
adverse effect on the consolidated financial position, results of operations,
or liquidity of the Company.
WARRANTY EXPENSE: The Company provides an accrual for warranty costs based
upon historical experience and agreements currently in place with certain
customers. It also accrues for unusual exposures at the time the exposure is
identified and quantified, based upon analyses of expected product failure
rates and engineering cost estimates. An analysis of activity for the three
years ended December 31, 2002 is as follows:
2002 2001 2000
--------- ---------- -----------
(in thousands)
Balance at beginning of period ......... $1,933 $ 1,100 $ 559
Charged to cost and expenses ........... 271 2,243 2,015
Warranty credits issued ................ (858) (1,410) (1,474)
------ -------- --------
Balance at end of period ............... $1,346 $ 1,933 $ 1,100
====== ======== ========
The higher level of expense in 2001 and 2000 relates to a Heavy Duty OEM
warranty program, which was identified in the fourth quarter of 2000. Exposure
under the program increased in 2001 due to higher than originally expected
claim activity. The remaining claims are expected to continue through the end
of 2003.
NOTE 16 BUSINESS SEGMENTS
The Company evaluates its business as two segments, based upon the type of
customer served -- Automotive and Light Truck and Heavy Duty.
The Automotive and Light Truck strategic business group includes complete
radiators and radiator cores, heaters, air conditioning condensers, air
conditioning compressors and other air conditioning parts for aftermarket
customers. The Heavy Duty strategic business group provides manufactured
specialized heavy-duty equipment radiators, charge air coolers and oil coolers
to original equipment manufacturers and aftermarket customers.
The Company evaluates the performance of its segments and allocates
resources accordingly based on operating income (loss) before interest and
taxes. Intersegment sales are recorded at cost. Certain other expenses such as
information technology, human resources and finance and accounting functions
are allocated between segments based on their respective use of shared
facilities and resources.
43
The tables below set forth information about reported segments for the
three years ended December 31:
CONSOLIDATED REVENUES OPERATING INCOME (LOSS)
---------------------------------------- -----------------------------------------
2002 2001 2000 2002 2001 2000
----------- ----------- ------------ ---------- ------------- ------------
(in thousands)
Trade sales:
Automotive and light truck ......... $164,538 $139,019 $ 129,857 $ 13,911 $ (1,023) $ (412)
Heavy duty ......................... 66,027 64,293 73,463 (2,053) (7,481) (4,535)
Inter-segment revenues:
Automotive and light truck ......... 3,406 2,512 4,000 -- -- --
Heavy duty ......................... -- -- -- -- -- --
Elimination of inter-segment
revenues .......................... (3,406) (2,512) (4,000) -- -- --
Corporate expenses ................. -- -- -- (5,808) (4,567) (4,087)
-------- -------- --------- -------- --------- --------
Consolidated total ................. $230,565 $203,312 $ 203,320 $ 6,050 $ (13,071) $ (9,034)
======== ======== ========= ======== ========= ========
DEPRECIATION AND
TOTAL ASSETS CAPITAL EXPENDITURES AMORTIZATION EXPENSE
----------------------------------- ----------------------------- -----------------------------
2002 2001 2000 2002 2001 2000 2002 2001 2000
----------- ----------- ----------- --------- --------- --------- --------- --------- ---------
Automotive and light truck ..... $121,265 $ 86,202 $ 98,224 $4,506 $2,705 $3,389 $3,293 $3,319 $3,492
Heavy duty ..................... 26,899 33,389 42,418 1,052 372 1,966 1,962 2,012 2,083
Corporate ...................... 11,996 10,092 16,325 -- -- -- 171 183 185
-------- -------- -------- ------ ------ ------ ------ ------ ------
Consolidated totals ............ $160,160 $129,683 $156,967 $5,558 $3,077 $5,355 $5,426 $5,514 $5,760
======== ======== ======== ====== ====== ====== ====== ====== ======
Restructuring and other special charges included in income (loss) from
operations before interest and taxes for the three years ended December 31, are
as follows:
2002 2001 2000
-------- --------- ----------
(in thousands)
Automotive and light truck ............................ $ 206 $3,988 $ 732
Heavy duty ............................................ 1,610 587 --
Corporate ............................................. -- -- 675
------ ------ -------
Total restructuring and other special charges ......... $1,816 $4,575 $ 1,407
====== ====== =======
In 2002, 2001 and 2000, the Company had one customer, which accounted for
21%, 19% and 20% of net sales, respectively. These sales were in the Automotive
and Light Truck segment. No other customers individually represented more than
10% of net trade sales.
44
NOTE 17 QUARTERLY FINANCIAL DATA (UNAUDITED)
YEAR ENDED DECEMBER 31, 2002
-----------------------------------------------------
1ST QTR 2ND QTR 3RD QTR 4TH QTR
----------- ------------ ------------ ------------
(in thousands, except per share amounts)
Net sales .............................................. $ 50,962 $ 62,472 $ 65,922 $ 51,209
Gross margin ........................................... 9,601 12,658 13,934 8,233
Income (loss) from continuing operations ............... 3,756 1,545 1,700 (342)
Cumulative effect of accounting change, net of tax ..... (4,671) -- -- --
Net (loss) income ...................................... (915) 1,545 1,700 (342)
Basic income (loss) per common share:
Continuing operations ................................. $ 0.54 $ 0.21 $ 0.24 $ (0.05)
Cumulative effect of accounting change, net of tax .... (0.67) -- -- --
Net (loss) income per common share .................... (0.13) 0.21 0.24 (0.05)
Diluted income (loss) per common share:
Continuing operations ................................. $ 0.52 $ 0.21 $ 0.24 $ (0.05)
Cumulative effect of accounting change, net of tax .... (0.65) -- -- --
Net (loss) income per common share .................... (0.13) 0.21 0.24 (0.05)
YEAR ENDED DECEMBER 31, 2001
---------------------------------------------------
1ST QTR 2ND QTR 3RD QTR 4TH QTR
----------- ----------- ----------- ------------
Net sales ............................... $ 45,707 $ 55,370 $ 57,351 $ 44,884
Gross margin ............................ 5,381 6,603 11,800 3,617
Loss from continuing operations ......... (3,208) (2,849) (1,031) (13,220)
Loss on extinguishment of debt .......... (380) -- -- (150)
Net loss ................................ (3,588) (2,849) (1,031) (13,370)
Basic loss per common share:
Continuing operations .................. $ (0.49) $ (0.44) $ (0.16) $ (1.98)
Extinguishment of debt ................. (0.06) -- -- (0.02)
Net loss per common share .............. (0.55) (0.44) (0.16) (2.00)
Diluted loss per common share:
Continuing operations .................. $ (0.49) $ (0.44) $ (0.16) $ (1.98)
Extinguishment of debt ................. (0.06) -- -- (0.02)
Net loss per common share .............. (0.55) (0.44) (0.16) (2.00)
Prior year and prior quarter balances have been reclassified to correspond
with the account classifications used at the end of 2002. During the fourth
quarter of 2001, the Company recorded a valuation reserve in the amount of $9.5
million against its net deferred tax asset in accordance with the provisions of
SFAS 109 "Accounting for Income Taxes".
45
SCHEDULE II
TRANSPRO, INC.
VALUATION AND QUALIFYING ACCOUNTS
BALANCE AT CHARGED TO
BEGINNING OF COSTS AND BALANCE AT
PERIOD EXPENSES WRITE-OFFS OTHER END OF PERIOD
-------------- ----------------- ------------ --------- --------------
(in thousands)
Year Ended December 31, 2002
Allowance for doubtful accounts ................ $2,805 $ 538(a) $ (347) $ -- $2,996
Allowance for excess/slow moving inventory ..... 4,582 2,347 (3,179) -- 3,750
Reserve for warranty costs ..................... 1,933 271(c) (858) -- 1,346
Tax valuation reserve .......................... 9,485 (5,280)(b) -- -- 4,205
Year Ended December 31, 2001
Allowance for doubtful accounts ................ $2,698 $ 1,786(a) $ (1,679) $ -- $2,805
Allowance for excess/slow moving inventory ..... 4,969 1,942 (2,329) -- 4,582
Reserve for warranty costs ..................... 1,100 2,243(c) (1,410) -- 1,933
Tax valuation reserve .......................... -- 9,485 -- -- 9,485
Year Ended December 31, 2000
Allowance for doubtful accounts ................ $1,943 $ 739(a) $ (10) $ 26 $2,698
Allowance for excess/slow moving inventory ..... 4,550 3,047 (2,628) -- 4,969
Reserve for warranty costs ..................... 559 2,015(c) (1,474) -- 1,100
- ----------
(a) Higher expense levels in 2001 reflect the write-off of receivables
from several Automotive and Light Truck customers which declared
bankruptcy.
(b) Includes $3,795 recorded as a tax benefit in the first quarter of
2002 due to changes in tax laws.
(c) Primarily reflects charges for a Heavy Duty OEM warranty program,
which was initiated in the fourth quarter of 2000. Exposure under
the program increased in 2001 due to higher than expected levels of
claim activity. Claims exposure returned to normal historical levels
in 2002, and claims are expected to continue through the end of
2003.
46
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements between the Registrant and its
independent accountants on accounting and financial disclosure during the year
ended December 31, 2002.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Portions of the information required by this item are included in Part I
of this Report. Other information required by this item is contained in the
Company's 2003 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 2003 Proxy Statement under the
heading "EXECUTIVE COMPENSATION" is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information contained in the Company's 2003 Proxy Statement under the
heading "STOCK OWNERSHIP-Principal Stockholders and Directors and Officers" is
incorporated herein by reference. Additional information is also included in
Part II, Item 5 hereof.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained in the Company's 2003 Proxy Statement, under the
heading "CERTAIN TRANSACTIONS" is incorporated herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
Within 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and the
Company's Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.
47
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Financial Statements of the Registrant
See Consolidated Financial Statements under Item 8 of this Report.
(a) (2) Financial Statement Schedules
See Schedule II -- Valuation and Qualifying Accounts under Item 8 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
During the quarter ended December 31, 2002, the following Form 8-K's were
filed:
o On November 27, 2002, a Form 8-K was filed containing as an exhibit an
amendment to the Company's Loan and Security Agreement with Congress
Financial Corporation (New England), which provided for a permanent
increase in the maximum credit line to $65,000,000.
o On December 31, 2002, a Form 8-K was filed announcing the Company's
acquisition of certain assets of Fedco Automotive Components Company,
a wholly owned subsidiary of Tomkins PLC for a cash purchase price of
$7,980,000. The Asset Purchase Agreement was attached as an exhibit.
In addition, the Company announced an amendment to its Loan and
Security Agreement with Congress Financial Corporation (New England).
Under the amendment, which was attached as an exhibit, the maximum
credit line was increased to $80,000,000, the credit line was extended
through December 27, 2005 and the interest rate was reduced.
(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)
2.2 Asset Purchase Agreement dated as of April 17, 2000 by and among Transpro, Inc. and
Leggett & Platt, Incorporated.(6)
2.3 Asset Purchase Agreement dated December 27, 2002 by and among GO/DAN
Industries, Inc., Transpro, Inc., Fedco Automotive Components Company, Inc. and Stant
Corporation.(15)
3.1(i) Restated Certificate of Incorporation of Transpro, Inc.(2)
3.1(ii) By-laws of Transpro, Inc., as amended.(11)
4.1 Form of Rights Agreement between the Company and American Stock Transfer & Trust
Company, as assignee of 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 Revolving Credit Agreement between the Company and Certain lending
Institutions or Banks, BankBoston, N.A., as Agent.(1)
4.3 First Amendment to Revolving Credit Agreement between the Company and Certain
Lending Institutions or Banks, BankBoston N.A. as Agent.(4)
48
4.4 Waiver and Second Amendment to Revolving Credit Agreement between the Company
and Certain Lending Institutions or Banks, BankBoston, N.A., as Agent.(4)
4.5 Third Amendment to Revolving Credit Agreement between the Company and Certain
Lending Institutions or Banks, BankBoston N.A. as Agent.(5)
4.6 Limited Waiver and Fourth Amendment to Revolving Credit Agreement between the
Company and Certain Lending Institutions or Banks, BankBoston, N.A., as Agent.(7)
4.7 Forbearance Agreement dated as of August 18, 2000.(8)
4.8 Forbearance Agreement dated as of September 29, 2000.(8)
4.9 Forbearance Agreement dated as of November 15, 2000.(9)
4.10 Forbearance Agreement dated as of December 20, 2000.(9)
4.11 Loan and Security Agreement dated as of January 4, 2001, by and between Congress
Financial Corporation (New England) as Lender and Transpro, Inc., Ready-Aire, Inc.,
and GO/DAN Industries, Inc. as Borrowers.(9)
4.12 First Amendment to Loan and Security Agreement with Congress Financial
Corporation.(10)
4.13 Second Amendment to Loan and Security Agreement with Congress Financial
Corporation.(10)
4.14 Third Amendment to Loan and Security Agreement with Congress Financial
Corporation.(12)
4.15 Fourth Amendment to Loan and Security Agreement with Congress Financial
Corporation.(12)
4.16 Fifth Amendment to Loan and Security Agreement with Congress Financial
Corporation.(12)
4.17 Sixth Amendment to Loan and Security Agreement with Congress Financial
Corporation.(12)
4.18 Seventh Amendment to Loan and Security Agreement with Congress Financial
Corporation.(13)
4.19 Eighth Amendment to Loan and Security Agreement with Congress Financial
Corporation.(14)
4.20 Ninth Amendment to Loan and Security Agreement with Congress Financial
Corporation.(15)
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.
10.1 Transpro, Inc. 1995 Stock Plan.(1)
10.2 Form of Stock Option Agreement under the 1995 Stock Plan.(1)
10.3 Form of Transpro, Inc. 1995 Non-employee Directors Stock Option Plan.(1)
10.4 Form of Stock Option Agreement under the 1995 Non-employee Directors Stock Option
Plan.(1)
10.5 Form of Contribution Agreement between Allen and the Company.(1)
49
10.6 Form of Instrument of Assumption of the Company.(1)
10.7 Form of Indemnification Agreement.(1)
10.8 Form of Employment Agreement between the Company and Henry P. McHale.(1)
10.9 Amendment No. 1 to Employment Agreement between the Company and Henry P.
McHale.(3)
10.10 Separation and Release Agreement dated December 18, 2000 between the Company and
Henry P. McHale.(9)
10.11 Form of Key Employee Severance Policy.(1)
10.12 Letter Agreement, dated December 15, 1992 between Jeffrey J. Jackson and GO/DAN
Industries.(1)
10.13 Employment Agreement between the Company and Charles E. Johnson.(10)
21.1 Subsidiaries of the Company.
23 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney (included on signature page).
- ----------
(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 Form 10-Q for the quarter
ended September 30, 1998 (File No. 1-13894).
(3) Incorporated by reference to the Company's 1998 Form 10-K (File No.
1-13894).
(4) Incorporated by reference to the Company's Form 10-Q/A for the quarter
ended March 31, 1999 (File No. 1-13894).
(5) Incorporated by reference to the Company's 1999 Form 10-K (File No.
1-13894).
(6) Incorporated by reference to the Company's Form 8-K filed May 2, 2000
(File No. 1-13894).
(7) Incorporated by reference to the Company's Form 10-Q for the quarter
ended March 31, 2000 (File No. 1-13894).
(8) Incorporated by reference to the Company's Form 10-Q for the quarter
ended September 30, 2000 (File No. 1-13894).
(9) Incorporated by reference to the Company's 2000 Form 10-K (File No.
1-13894).
(10) Incorporated by reference to the Company's Form 10-Q for the quarter
ended June 30, 2001 (File No. 1-13894).
(11) Incorporated by reference to the Company's Form 10-Q for the quarter
ended September 30, 2001 (File No. 1-13894).
(12) Incorporated by reference to the Company's 2001 Form 10-K (File 1-13894).
(13) Incorporated by reference to the Company's Form 8-K filed September 20,
2002.
(14) Incorporated by reference to the Company's Form 8-K filed November 22,
2002.
(15) Incorporated by reference to the Company's Form 8-K filed December 27,
2002.
50
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/ CHARLES E. JOHNSON
-------------------------------------
Charles E. Johnson
President and Chief Executive Officer
Date: March 19, 2003
POWER OF ATTORNEY
Each of the undersigned hereby appoints Barry R. Banducci and Charles E.
Johnson 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.
/S/ WILLIAM J. ABRAHAM, JR. March 19, 2003
- ------------------------------------------------
William J. Abraham, Jr., Director
/S/ BARRY R. BANDUCCI March 19, 2003
- ------------------------------------------------
Barry R. Banducci, Director
/S/ PHILIP WM. COLBURN March 19, 2003
- ------------------------------------------------
Philip Wm. Colburn, Director
/S/ CHARLES E. JOHNSON March 19, 2003
- ------------------------------------------------
Charles E. Johnson, President,
Chief Executive Officer and Director
/S/ PAUL R. LEDERER March 19, 2003
- ------------------------------------------------
Paul R. Lederer, Director
/S/ SHARON M. OSTER March 19, 2003
- ------------------------------------------------
Sharon M. Oster, Director
/S/ F. ALAN SMITH March 19, 2003
- ------------------------------------------------
F. Alan Smith, Director
/S/ RICHARD A. WISOT March 19, 2003
- ------------------------------------------------
Richard A. Wisot
Vice President, Treasurer,
Secretary and Chief Financial Officer
Principal Financial and
Accounting Officer
51
CERTIFICATIONS
I, Charles E. Johnson, certify that:
1. I have reviewed this annual report on Form 10-K of Transpro, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 19, 2003 /s/ Charles E. Johnson
-------------------------------------
Charles E. Johnson
President and Chief Executive Officer
(Principal Executive Officer)
I, Richard A. Wisot, certify that:
1. I have reviewed this annual report on Form 10-K of Transpro, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 19, 2003 /s/ Richard A. Wisot
------------------------------------------------
Richard A. Wisot
Vice President, Treasurer, Secretary, and
Chief Financial Officer (Principal Financial
and Accounting Officer)