<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-13894
TRANSPRO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 34-1807383
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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)
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 [ ]
The number of shares of common stock outstanding as of April 30, 1997
was 6,610,235, $.01 par value.
Exhibit Index is on page 10 of this report.
Page 1 of 12
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<TABLE>
<CAPTION>
INDEX
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the three months ended
March 31, 1997 and 1996 3
Condensed Consolidated Balance Sheets at March 31, 1997 and
December 31, 1996 4
Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 7
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1996
------- -------
<S> <C> <C>
SALES $62,096 $58,338
COST OF SALES 48,182 44,511
------- -------
GROSS MARGIN 13,914 13,827
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 10,712 9,887
PLANT AND BUSINESS CONSOLIDATION COSTS 810 1,021
------- -------
INCOME FROM OPERATIONS 2,392 2,919
INTEREST EXPENSE (725) (778)
INTEREST INCOME 13 9
------- -------
INCOME BEFORE TAXES 1,680 2,150
PROVISION FOR INCOME TAXES 680 860
------- -------
NET INCOME $ 1,000 $ 1,290
======= =======
EARNINGS PER COMMON SHARE $ 0.15 $ .20
======= =======
CASH DIVIDENDS PER COMMON SHARE $ .05 $ .05
======= =======
AVERAGE COMMON SHARES OUTSTANDING 6,592 6,609
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
The EPS effect of the plant and business consolidation costs is $.07 during the
first quarter of 1997 and $.09 during the first quarter of 1996.
3
<PAGE> 4
TRANSPRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1997 1996
-------- -----------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 163 $ 920
Accounts receivable (less allowances of $2,825 and $3,378) 38,170 35,936
Inventories:
Raw materials 13,321 13,218
Work in process 8,096 8,198
Finished goods 38,786 31,513
-------- --------
Total inventories 60,203 52,929
-------- --------
Deferred income tax benefit 3,589 3,343
Other current assets 1,589 1,609
-------- --------
Total current assets 103,714 94,737
-------- --------
Property, plant and equipment 87,572 85,490
Less accumulated depreciation 48,781 47,551
-------- --------
Net property, plant and equipment 38,791 37,939
-------- --------
Deferred start-up costs 1,185 1,446
Goodwill, net 2,207 2,241
Other assets 3,791 3,903
-------- --------
Total assets $149,688 $140,266
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,673 $ 12,207
Current maturities of long-term debt 5,000 5,000
Accrued insurance 5,693 6,011
Accrued salaries and wages 4,647 5,610
Accrued taxes 1,705 2,054
Accrued plant and business consolidation charges 705 1,146
Accrued expenses 6,773 6,548
-------- --------
Total current liabilities 38,196 38,576
-------- --------
Long-term liabilities:
Long-term debt 43,434 33,917
Retirement and postretirement obligations 6,509 6,470
Deferred income taxes 1,987 1,800
Other liabilities 284 807
-------- --------
Total liabilities 90,410 81,570
-------- --------
Stockholders' equity:
Common stock, $.01 par value: 66 66
Authorized 17,500,000 shares; issued 6,661,139 shares at
March 31, 1997 and December 31, 1996
Preferred stock, $.01 par value:
Authorized 2,500,000 shares; none issued at March 31, 1997 and
December 31, 1996 -- --
Paid-in capital 52,061 52,061
Unearned compensation (327) (346)
Retained earnings 8,700 8,030
Translation adjustment (289) (182)
Adjustment for minimum pension liability (933) (933)
-------- --------
Total stockholders' equity 59,278 58,696
-------- --------
Total liabilities and stockholders' equity $149,688 $140,266
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,000 $ 1,290
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,956 1,918
Provision for losses - accounts receivable 433 229
Change in:
Accounts receivable (2,667) (936)
Inventory (7,274) (4,157)
Accounts payable 1,466 (1,145)
Accrued expenses (1,847) (755)
Other (195) 322
------- -------
Cash used in operating activities (7,128) (3,234)
------- -------
Cash flows from investing activities:
Capital expenditures (2,799) (1,388)
Sales and retirements of fixed assets -- 3
------- -------
Cash used in investing activities (2,799) (1,385)
------- -------
Cash flows from financing activities:
Dividends paid (330) (331)
Borrowings of long-term debt 10,750 7,450
Repayments of long-term debt and current maturities of long term debt (1,250) (2,500)
------- -------
Cash provided by financing activities 9,170 4,619
------- -------
Decrease in cash and cash equivalents (757) --
Cash and cash equivalents:
Beginning of period 920 --
------- -------
End of period $ 163 $ --
======= =======
Interest paid $ 728 $ 742
Taxes paid (net of refunds) $ 838 $ 1,664
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
TRANSPRO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY
TransPro, Inc. (the "Company") is a manufacturer and supplier of heat
transfer components and systems, and specialty metal fabrication products for a
variety of aftermarket and OEM automotive, truck and off-highway equipment
applications.
NOTE 2 - INTERIM FINANCIAL STATEMENTS
The condensed consolidated financial information should be read in
conjunction with the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed with the Securities and Exchange Commission on
March 27, 1997, including the financial statements and notes thereto included
therein.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included in the
accompanying unaudited financial statements. All such adjustments are of a
normal recurring nature. Certain items reported in prior condensed consolidated
financial statements have been reclassified to conform with the presentation of
the current condensed consolidated financial statements. The year end condensed
consolidated balance sheet data was derived from audited financial statements,
but does not include all disclosures required by generally accepted accounting
principles.
NOTE 3 - FINANCING
In September 1995, the Company entered into a Revolving Credit and Term
Loan Agreement (the "Credit Agreement") with a group of five banking
institutions. The Credit Agreement provides for unsecured borrowings or the
issuance of letters of credit in an aggregate amount not to exceed $75 million.
The Credit Agreement expires in October, 2000, and is comprised of a $50 million
Revolving Credit Facility and a $25 million Term Loan . The Term Loan is payable
in 20 equal quarterly installments over five years commencing December 31, 1995.
The Revolving Credit Facility and Term Loan will each bear interest at variable
rates based on either (i) a Eurodollar loan rate, plus an applicable margin
based upon the ratio of the Company's total funded debt to earnings before
interest, taxes, depreciation and amortization, or (ii) the prime lending rate,
at the Company's option. The Credit Agreement calls for a commitment fee payable
quarterly, in arrears, of .25% on the average daily unused portion. The Credit
Agreement contains certain financial covenants which place limits on dividend
payments in excess of $3.6 million per year and current year capital
expenditures in excess of 140% of the prior fiscal year's depreciation expense
unless certain financial ratios are attained. At March 31, 1997, borrowings were
$17.5 million under the Term Loan and approximately $18.4 million under the
Revolving Credit Facility. The Company entered into a two year interest rate
swap agreement to fix the interest rate on $25 million of borrowings at 6.85%
through December 29, 1997. Outstanding letters of credit totaled approximately
$18.9 million at March 31, 1997.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
QUARTER ENDED MARCH 31, 1997 VERSUS QUARTER ENDED MARCH 31, 1996
Net sales for the first quarter of 1997 increased 6.4% to $62.1 million
compared with $58.3 million for the first quarter of 1996. Sales of Aftermarket
heat transfer products increased $1.2 million or 4.5% reflecting the
contribution of replacement automotive air conditioning condenser sales from the
August 1996 acquisition of Rahn Industries, offset by slightly lower sales of
other heat transfer products. Sales of OEM products increased $2.5 million or
8.2% reflecting increased sales of Crew Cabs to Ford Motor Company ("Ford") and
modest growth in OEM heat transfer product sales, offset by declines in
industrial fabricated components and van conversion sales.
Gross margins of 22.4% for the first quarter of 1997 were lower than
the 23.7% achieved in the same period last year. Gross margins were negatively
impacted by price competition in the Aftermarket heat transfer business as well
as temporary operating inefficiencies in the OEM heat transfer business related
to the plant consolidations and the start up of aluminum heat transfer component
production. Lower copper prices partially offset the negative impact of price
competition. Gross margins improved in the OEM specialty contract manufacturing
business as a result of higher Crew Cab volume while gross margins in the
industrial fabricated components and van conversion businesses declined due to
lower volume.
Selling, general and administrative expenses increased $0.8 million or
8.3% over the first quarter of 1996 due in part to the additional selling
expenses associated with Rahn Industries (which was acquired in August 1996) as
well as the costs associated with the pipeline stocking of Rahn condensers into
the Company's extensive Aftermarket distribution network.
The Company recorded approximately $0.8 million in plant and business
consolidation costs in the first quarter of 1997. The costs result from the
previously announced actions to consolidate the OEM and Aftermarket heat
transfer organizations; to close the New Haven, Connecticut OEM heat transfer
product manufacturing plant and move such manufacturing to Jackson, Mississippi;
and to close the Peru, Illinois Aftermarket heater manufacturing plant and move
such manufacturing to Mexico. As previously reported the total cost of these
actions is expected to be approximately $5.5 million on a pre-tax basis.
Approximately $5.2 million has been incurred through March 31, 1997 and the
remainder is expected to be incurred in the second quarter. Once completed, the
ongoing annual pre-tax benefit of these actions is expected to be approximately
$5.0 million, a portion of which is expected to be realized during the second
half of 1997. See "Forward-Looking Statements - Cautionary Factors" for a
discussion of certain factors to consider in connection with the foregoing
forward-looking statements.
Net interest expense was $0.7 million in the first quarter of 1997
compared with $0.8 million in the first quarter of 1996.
The Company's effective tax rate of 40.5% for the first quarter of 1997
and 40.0% for the first quarter of 1996 is comprised of the U.S. Federal income
tax rate plus the estimated aggregate effective rate for state and local income
taxes.
Earnings per share were $0.15 in the first quarter of 1997 compared
with $0.20 in the first quarter of 1996. Before the impact of plant and business
consolidation costs, earnings per share were $0.22 in the first quarter of 1997
compared with $0.29 in the comparable period last year.
7
<PAGE> 8
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Company is a party to a Revolving Credit and Term Loan Agreement
(the "Credit Agreement") with a group of five banking institutions. The Credit
Agreement provides for unsecured borrowings or the issuance of letters of credit
in an aggregate amount not to exceed $75 million. The Credit Agreement is
comprised of a $50 million Revolving Credit Facility and a $25 million Term
Loan. The Term Loan is payable in 20 equal quarterly installments over five
years commencing December 31, 1995. The Revolving Credit Facility and Term Loan
each bear interest at variable rates based on either (i) a Eurodollar loan rate,
plus an applicable margin based upon the ratio of the Company's total funded
debt to earnings before interest, taxes, depreciation and amortization, or (ii)
the prime lending rate, at the Company's option. The future liquidity and
capital needs of the Company in the near term are expected to be met from
operations. The Company believes that the Credit Agreement, along with cash flow
from operations, will be adequate to meet its anticipated capital expenditure
and working capital requirements for the foreseeable future.
During the first three months of 1997, the Company required $7.1
million of cash to support its operations, primarily as a result of a $7.3
million inventory build up in anticipation of the upcoming selling season for
Aftermarket heat transfer products. Capital spending during the first quarter of
1997 totaled $2.8 million. Borrowings under the Credit Agreement increased by
$9.5 million to finance these requirements of the Company.
On January 14, 1997, the Company paid a cash dividend of $0.3 million
or $0.05 per common share and on February 19, 1997, the Company declared a cash
dividend of $0.3 million or $0.05 per common share payable on April 3, 1997 to
holders of record at the close of business on March 6, 1997.
CREW CAB AND DUAL REAR WHEEL CONTRACT
The Company's largest customer is Ford. The Company is the exclusive
supplier of Crew Cabs and Dual Rear Wheel fender panels ("DRW") to Ford under a
contract that expired on December 31, 1995. These products are manufactured at
the Company's Louisville, Kentucky manufacturing facility which is dedicated
solely to their production. As previously reported, in February 1996, Ford
notified the Company that Ford plans to move production of Crew Cabs and DRWs
in-house in late 1997. The Company anticipates maintaining its position as the
exclusive supplier of these products to Ford until that time. However, any
decisions relating to the move of Crew Cab and DRW production in-house is solely
at Ford's discretion and outside the control of the Company. Accordingly, no
assurance can be given that the Company will continue to supply these products
until late 1997. Sales of Crew Cabs and DRWs to Ford accounted for 24% of the
Company's 1996 annual sales and a significantly greater percentage of 1996
annual profits.
The Company is attempting to develop new business for the Louisville
plant. However, these attempts may not be successful and the Company may be
forced to close the Louisville plant. If the Louisville plant is closed, the
one-time costs associated with severance and other personnel termination
benefits, the settlement of the remaining term of the plant lease and the write
off of the undepreciated value of abandoned fixed assets is expected to be
between $3.0 million and $4.0 million.
8
<PAGE> 9
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128
In February, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128") "Earnings
per Share", whose objective is to simplify the computation of earnings per share
("EPS") and to make the U.S. standard of computing EPS more compatible with
international EPS standards. SFAS No. 128 specifies the computation,
presentation and disclosure requirements for EPS for entities with publicly held
common stock or potential common stock, and is effective for financial
statements for both interim and annual periods ending after December 15, 1997.
Earlier application is not permitted. After the effective date, all prior period
EPS data presented must be restated (including interim financial statements,
summaries of earnings and selected financial data) to conform with the
provisions of SFAS No. 128. Management estimates that the adoption of SFAS No.
128 will not have a material effect on the EPS of the Company.
FORWARD-LOOKING STATEMENTS - CAUTIONARY FACTORS
Statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations 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. In particular, statements regarding the
costs associated with the Company's recent plant and business consolidation
actions are subject to: changes in severance costs or other logistical costs,
delays in installing machinery and equipment at locations to which it was moved
and greater than anticipated manufacturing inefficiencies during the transition
period. Statements regarding the expected savings from the Company's recent
plant and business consolidation actions are subject to: the actual termination
of the expected number of employees, the ability to achieve expected
manufacturing rates at expected levels of cost at the plants to which
manufacturing has been moved and the realization of cost reductions resulting
from the shut down or other disposition of vacated facilities. In addition,
statements relating to when Ford moves the production of Crew Cabs and DRWs
in-house are subject to decisions by Ford that are outside the control of the
Company. Statements regarding the costs associated with closing the Louisville
plant are subject to: the timing of the move of Crew Cab and DRW production to
Ford, the ultimate cost of severance and other employee termination benefits,
the ultimate cost of the settlement of the remaining term of the plant lease and
the number and undepreciated cost of the assets ultimately abandoned.
9
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of the Company held on April 23,
1997, two proposals were voted upon by the Company's stockholders. A brief
description of each proposal voted upon at the Annual Meeting and the number of
votes cast for, against and withheld, as well as the number of abstentions to
each proposal are set forth below. There were no broker non-votes with regard to
these proposals.
A vote was taken at the Annual Meeting for the election of seven
Directors of the Company to hold office until the next annual Meeting of
Stockholders of the Company and until their respective successors shall have
been duly elected. The aggregate numbers of shares of Common Stock voted in
person or by proxy for each nominee were as follows:
<TABLE>
<CAPTION>
NOMINEE FOR WITHHELD
------- --- --------
<S> <C> <C>
Barry R. Banducci 5,362,645 33,744
Henry P. McHale 5,357,624 38,765
William J. Abraham, Jr. 5,362,399 33,990
Philip Wm. Colburn 5,359,798 36,591
Paul R. Lederer 5,362,007 34,382
Sharon M. Oster 5,361,863 34,526
F. Alan Smith 5,339,061 57,328
</TABLE>
A vote was taken at the Annual Meeting on the proposal to ratify the
appointment of Coopers & Lybrand L.L.P. as auditors for the Company for the
fiscal year ending December 31, 1997. The aggregate numbers of shares of Common
Stock in person or by proxy which: (a) voted for, (b) voted against or (c)
abstained from the vote upon such proposal were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
5,379,248 11,949 5,192
</TABLE>
The foregoing proposals are described more fully in the Company's
definitive proxy statement dated March 21, 1997, filed with the Securities and
Exchange Commission pursuant to Section 14 (a) of the Securities Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
(11) Statement Re: Computation of Earnings Per Common Share
(27) Financial Data Schedule
There were no reports on Form 8-K filed during the quarter ended March 31, 1997.
10
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EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
(amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
1997 1996
---- ----
<S> <C> <C>
Primary Earnings Per Share:
Income Applicable to Common Stock $1,000 $1,290
Shares
Weighted average shares outstanding 6,592 6,609
Dilutive effect of stock options computed by use of treasury
stock method 38 25
------ ------
Average common and common equivalent shares outstanding 6,630 6,634
------ ------
Earnings Per Share $ .15(a) $ .19(a)
====== ======
</TABLE>
(a) This calculation is submitted in accordance with Regulation S-K item 601
(b) (11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
There is no difference between Primary Earnings Per Share and Fully
Diluted Earnings Per Share.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements 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.
(Registrant)
Date: May 13, 1997 By: /s/ Henry P. McHale
-----------------------------------------------
Henry P. McHale
President, Chief Executive Officer and Director
Date: May 13, 1997 By: /s/ John C. Martin, III
-----------------------------------------------
John C. Martin, III
Vice President, Treasurer, Secretary, and
Chief Financial Officer
(Principal Financial Officer)
Date: May 13, 1997 By: /s/ Timothy E. Coyne
-----------------------------------------------
Timothy E. Coyne
Vice President and Controller
(Principal Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 163
<SECURITIES> 0
<RECEIVABLES> 40,995
<ALLOWANCES> 2,825
<INVENTORY> 60,203
<CURRENT-ASSETS> 103,714
<PP&E> 87,572
<DEPRECIATION> 48,781
<TOTAL-ASSETS> 149,688
<CURRENT-LIABILITIES> 38,196
<BONDS> 43,434
0
0
<COMMON> 66
<OTHER-SE> 59,212
<TOTAL-LIABILITY-AND-EQUITY> 149,688
<SALES> 62,096
<TOTAL-REVENUES> 62,096
<CGS> 48,182
<TOTAL-COSTS> 48,182
<OTHER-EXPENSES> 11,809
<LOSS-PROVISION> 433
<INTEREST-EXPENSE> 725
<INCOME-PRETAX> 1,680
<INCOME-TAX> 680
<INCOME-CONTINUING> 1,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,000
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
