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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 June 30, 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 July 31, 1997
was 6,607,428, $.01 par value.
Exhibit Index is on page 13 of this report.
Page 1 of 15
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<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page No.
--------
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the
three months ended June 30, 1997 and 1996 and the
six months ended June 30, 1997 and 1996 3
Condensed Consolidated Balance Sheets at June 30, 1997 and
December 31, 1996 4
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 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 8
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 15
</TABLE>
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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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $79,303 $69,849 $141,399 $128,187
COST OF SALES 58,022 52,960 106,204 97,471
------- ------- -------- --------
GROSS MARGIN 21,281 16,889 35,195 30,716
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 12,487 10,095 23,199 19,982
PLANT AND BUSINESS CONSOLIDATION COSTS 97 1,106 907 2,127
------- ------- -------- --------
INCOME FROM OPERATIONS 8,697 5,688 11,089 8,607
NET INTEREST EXPENSE 902 819 1,615 1,588
------- ------- -------- --------
INCOME BEFORE TAXES 7,795 4,869 9,474 7,019
PROVISION FOR INCOME TAXES 3,156 1,983 3,837 2,843
------- ------- -------- --------
NET INCOME $ 4,639 $ 2,886 $ 5,637 $ 4,176
======= ======= ======== ========
EARNINGS PER COMMON SHARE $ .70 $ .43 $ .85 $ .63
======= ======= ======== ========
CASH DIVIDENDS PER COMMON SHARE $ .05 $ .05 $ .10 $ .10
======= ======= ======== ========
AVERAGE COMMON SHARES OUTSTANDING 6,604 6,588 6,599 6,601
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
The EPS effect of the plant and business consolidation costs is $.01 and $.10,
respectively, during the second quarter of 1997 and 1996 and $.08 and $.19,
respectively, during the first half of 1997 and 1996.
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TRANSPRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------------ -----------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,981 $ 920
Accounts receivable (less allowances of $3,024 and $3,378) 44,786 35,936
Inventories:
Raw materials 14,427 13,218
Work in process 7,766 8,198
Finished goods 42,535 31,513
--------- ---------
Total inventories 64,728 52,929
--------- ---------
Deferred income tax benefit 2,987 3,343
Other current assets 1,462 1,609
--------- ---------
Total current assets 116,944 94,737
--------- ---------
Property, plant and equipment 88,652 85,490
Less accumulated depreciation 50,094 47,551
--------- ---------
Net property, plant and equipment 38,558 37,939
--------- ---------
Deferred start-up costs 924 1,446
Goodwill, net 2,340 2,241
Other assets 3,596 3,903
--------- ---------
Total assets $ 162,362 $ 140,266
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,677 $ 12,207
Current maturities of long-term debt 5,000 5,000
Accrued insurance 5,323 6,011
Accrued salaries and wages 5,577 5,610
Accrued taxes 3,488 2,054
Accrued plant and business consolidation charges 474 1,146
Accrued expenses 7,109 6,548
--------- ---------
Total current liabilities 42,648 38,576
--------- ---------
Long-term liabilities:
Long-term debt 47,802 33,917
Retirement and postretirement obligations 6,549 6,470
Deferred income taxes 1,541 1,800
Other liabilities 245 807
--------- ---------
Total liabilities 98,785 81,570
--------- ---------
Stockholders' equity:
Preferred stock, $.01 par value: - - - - - -
Authorized 2,500,000 shares; none issued at June 30, 1997 and
December 31, 1996
Common stock, $.01 par value: 66 66
Authorized 17,500,000 shares; issued 6,679,539 shares at June 30,
1997 and 6,661,139 shares at December 31, 1996
Paid-in capital 52,203 52,061
Treasury stock at cost,
72,111 shares at June 30, 1997 and 69,304 shares at December 31, 1996 (26) - - -
Unearned compensation (445) (346)
Retained earnings 13,008 8,030
Translation adjustment (296) (182)
Adjustment for minimum pension liability (933) (933)
--------- ---------
Total stockholders' equity 63,577 58,696
--------- ---------
Total liabilities and stockholders' equity $ 162,362 $ 140,266
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
4
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TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1997 1996
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,637 $ 4,176
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 3,483 3,856
Provision for losses - accounts receivable 745 459
Change in:
Accounts receivable (9,595) (6,474)
Inventory (11,799) (3,551)
Accounts payable 3,470 (1,118)
Accrued expenses 602 2,027
Other (13) (504)
-------- -------
Cash used in operating activities (7,470) (1,129)
-------- -------
Cash flows from investing activities:
Capital expenditures (3,680) (2,680)
Sales and retirements of fixed assets, net 46 3
-------- -------
Cash used in investing activities (3,634) (2,677)
-------- -------
Cash flows from financing activities:
Dividends paid (659) (661)
Purchase of treasury stock (26) - - -
Repayments of long-term debt and current maturities of long-term debt (2,500) (3,950)
Borrowings of long-term debt 16,350 9,149
-------- -------
Cash provided by financing activities 13,165 4,538
-------- -------
Increase in cash and cash equivalents 2,061 732
Cash and cash equivalents:
Beginning of period 920 - - -
-------- -------
End of period $ 2,981 $ 732
======== =======
Interest paid $ 1,533 $ 1,529
Taxes paid (net of refunds) $ 2,531 $ 3,932
</TABLE>
The accompanying notes are an integral part of these statements.
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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 of consolidated financial position,
consolidated results of operations and consolidated cash flows 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 June 30, 1997, borrowings were
approximately $16.3 million under the Term Loan and $24.0 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
$18.7 million at June 30, 1997. In addition, borrowings under floating rate
industrial revenue bonds totalled $13.0 million at June 30, 1997. The bonds bear
interest based upon a short-term tax-exempt bond index and $8.0 million matures
in the year 2010 and $5.0 million matures in the year 2013.
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NOTE 4 - TREASURY STOCK
As part of the spin-off transaction from Allen Telecom Inc. in 1995,
the Company acquired 69,304 shares of its Common Stock at zero cost. In 1997,
the Company repurchased 2,807 shares of its Common Stock at a cost of
approximately $26,000. All of the foregoing shares of Common Stock are held by
the Company as treasury stock.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OPERATING RESULTS
QUARTER ENDED JUNE 30, 1997 VERSUS QUARTER ENDED JUNE 30, 1996
Net sales for the second quarter of 1997 increased 14% to $79.3 million
compared with $69.8 million for the second quarter of 1996. Sales of Aftermarket
heat transfer products increased $2.2 million or 6% reflecting the inclusion of
replacement automotive air conditioning condenser sales from the August 1996
acquisition of Rahn Industries, offset by slightly lower sales of other
aftermarket heat transfer products due to general softness in the automotive
aftermarket. Sales of OEM products increased $7.2 million or 21% reflecting the
impact of a large van conversion order from Ford Motor Company ("Ford") for the
United States Postal Service delivery fleet, which reached full production and
shipment levels in the quarter, and, to a lesser extent, increased sales of Crew
Cabs to Ford. The Ford United States Postal Service order is expected to be
completed early in the fourth quarter of 1997. Sales of OEM fabricated metal
products and OEM heat transfer products were unchanged from the levels of a year
ago.
Gross margins of 26.8% for the second quarter of 1997 were higher than
the 24.2% achieved in the comparable period last year. In the Aftermarket heat
transfer business, a modest improvement in gross margins resulted primarily from
lower copper costs. Gross margins improved in the OEM specialty contract
manufacturing and van conversion businesses as a result of better overhead
absorption due to higher sales volumes coupled with a more favorable product
mix. Gross margins in the OEM fabricated metal products business improved
slightly due to somewhat better manufacturing efficiencies resulting from cost
reduction programs implemented during the first quarter of 1997. Gross margins
in the OEM heat transfer business were negatively impacted by continued
operating inefficiencies related to the relocation and consolidation of certain
manufacturing operations and the start up of aluminum heat transfer production.
Selling, general and administrative expenses increased $2.4 million or
24% over the second quarter of 1996 due to the incremental expenses associated
with the inclusion of the Rahn Industries business as well as additional sales
personnel and increased marketing efforts in the automotive Aftermarket and
fabricated metal products market.
The previously announced actions to consolidate the OEM and Aftermarket
heat transfer organizations, to relocate and consolidate the New Haven,
Connecticut OEM heat transfer production into the existing Jackson, Mississippi
manufacturing plant and to close the Peru, Illinois Aftermarket heater
manufacturing plant and move such manufacturing to Mexico were completed during
the second quarter of 1997. The total cost of these actions totaled
approximately $5.2 million on a pre-tax basis, of which a minimal amount was
incurred in the second quarter of 1997 and approximately $0.9 million was
incurred in the first six months of 1997. The ongoing annual pre-tax savings
benefit of these actions is expected to approximate $5.0 million. Only a portion
of this estimated savings is expected to be realized during the second half of
1997 as manufacturing rates and efficiencies for transferred products improve.
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 increased to $0.9 million in the second quarter of
1997 from $0.8 million in the second quarter of 1996 as a result of higher
borrowings under the Revolving Credit and Term Loan Agreement to finance higher
levels of accounts receivable and inventory.
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<PAGE> 9
The Company's effective tax rate of 40.5% for the second quarter of
1997 and 40.7% for the second 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 $0.70 in the second quarter of 1997 compared
with $0.43 in the second quarter of 1996. Before the impact of plant and
business consolidation costs, earnings per share were $0.71 in the second
quarter of 1997 compared with $0.53 in the comparable period last year.
SIX MONTHS ENDED JUNE 30, 1997 VERSUS SIX MONTHS ENDED JUNE 30, 1996
Net sales for the first six months of 1997 were $141.4 million versus
$128.2 million for the comparable period in 1996, an increase of 10%. Sales of
Aftermarket heat transfer products increased $3.4 million or 5% as a result of
sales of replacement automotive air conditioning condensers arising from the
August 1996 acquisition of Rahn Industries, offset by slightly lower sales of
other Aftermarket heat transfer products due to general softness in the
automotive Aftermarket. OEM product sales increased $13.2 million or 10%
reflecting increased sales of Crew Cabs to Ford and the impact of the van
conversion order from Ford for the United States Postal Service as well as a
modest increase in sales of OEM heat transfer products. OEM fabricated metal
products sales were flat.
Gross margins in the first half of 1997 were 24.9% versus 24.0% for the
first six months of 1996. For the six months, gross margins in the OEM specialty
contract manufacturing and van conversion businesses improved as a result of
better overhead absorption due to higher sales volumes. In the OEM fabricated
metal products business, gross margins improved slightly due to higher
manufacturing efficiencies resulting from cost reduction programs implemented in
the first quarter of 1997. Gross margins in the Aftermarket heat transfer
business were negatively impacted by price competition in the first quarter and
early second quarter of 1997, the effects of which were partially offset by
lower copper cost. Gross margins in the OEM heat transfer business continue to
suffer from operating inefficiencies related to the relocation and consolidation
of certain manufacturing operations as well as the start up of aluminum heat
transfer production.
Selling, general and administrative expenses for the first six months
of 1997 were $23.2 million versus $20.0 million for the same period in 1996, an
increase of $3.2 million or 16% due to the incremental expenses resulting from
the inclusion of the Rahn Industries business as well as additional sales
personnel and increased marketing efforts in the automotive Aftermarket and
fabricated metal products market.
The Company recorded $0.9 million in plant and business consolidation
costs in the first half of 1997 compared with $2.1 million in the comparable
period of 1996.
Net Interest expense was $1.6 million for the first six months of 1997
and 1996.
The Company's effective tax rate of 40.5% was consistent with prior
years.
Earnings per share were $0.85 in the first half of 1997 compared with
$0.63 in the first half of 1996. Before the impact of plant and business
consolidation costs, earnings per share were $0.93 in the first six months of
1997 compared with $0.82 in the comparable period last year.
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
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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 six months of 1997, the Company required $7.5 million
of cash to support its operations. The cash required to support seasonal
increases of $9.6 million in accounts receivable and $11.8 million in inventory
was partially offset by net income before depreciation and amortization which
totaled $9.1 million and an increase in accounts payable of $3.5 million. During
the first half of 1997, capital spending totaled $3.7 million and the Company
paid dividends of $0.7 million. Net borrowings under the Credit Agreement
increased by $13.9 million during the first six months of 1997 to finance the
requirements of the Company.
On April 23, 1997, the Company declared a cash dividend of $0.3 million
or $0.05 per common share payable on July 2, 1997 to holders of record at the
close of business on June 4, 1997.
END OF 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.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
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)
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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.
In June, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130 ("SFAS No. 130"), "Reporting
Comprehensive Income," which requires an entity to report and display
comprehensive income and its components in a separate financial statement
displayed with the same prominence as other financial statements. Comprehensive
income is defined as the change in equity of a business enterprise during a
period from transactions and other events and circumstances from non-owner
sources and includes all changes in equity during a period except those
resulting form investments by owners and distributions to owners. Comprehensive
income includes revenues, expenses, gains and losses that under generally
accepted accounting principles are excluded from net income as presented in the
income statement. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997 and requires the reclassification of financial statements for
earlier periods provided for comparative purposes. The impact of the adoption of
SFAS No. 130 has not been determined at this time.
Also in June, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"),
"Disclosures about Segments of an Enterprise and Related Information," which
requires that public business enterprises report financial and descriptive
information about its reportable operating segments in annual financial
statements and interim financial reports issued to shareholders. Operating
segments are defined as those components of an enterprise about which separate
financial information is available that is regularly used internally by the
chief operating decision maker in evaluating segment performance and in deciding
how to allocate resources to segments. SFAS No. 131 requires that a public
business enterprise report a measure of segment profit or loss, certain specific
revenue and expense items, and segment assets. It requires reconciliations of
total segment revenues, total segment profit or loss, total segment assets, and
other amounts disclosed for segments to corresponding amounts in the
enterprise's general-purpose financial statements. It requires that all public
business enterprises report information about the revenues derived from the
enterprise's products or services (or groups of similar products and services),
about the countries in which the enterprise earns revenues and holds assets, and
about major customers regardless of whether that information is used in making
operating decisions. SFAS No. 131 also requires that a public business
enterprise report descriptive information about the way that the operating
segments were determined, the products and services provided by the operating
segments, differences between the measurements used in reporting segment
information and those used in the enterprise's general-purpose financial
statements, and changes in the measurement of segment amounts from period to
period. SFAS No. 131 is effective for financial statements for periods beginning
after December 15, 1997. In the initial year of application, comparative
information for earlier years is to be restated. SFAS No. 131 need not be
applied to interim financial statements in the initial year of its application,
but comparative information for interim periods in the initial year of
application is to be reported in financial statements for interim periods in the
second year of application. The impact of the adoption of SFAS No. 131 has not
been determined at this time.
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
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of raw materials, components or finished products, and changes in interest
rates. In particular, 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.
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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:
NOMINEE FOR WITHHELD
------- --- --------
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
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:
FOR AGAINST ABSTAIN
--- ------- -------
5,379,248 11,949 5,192
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 June 30, 1997.
13
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EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
(amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Primary Earnings Per Share:
Income Applicable to Common Stock $4,639 $2,886 $5,637 $4,176
Shares
Weighted average shares outstanding 6,604 6,588 6,599 6,601
Dilutive effect of stock options computed
by use of treasury stock method 19 1 24 15
------ ------ ------ ------
Average common and common equivalent
shares outstanding 6,623 6,589 6,623 6,616
------ ------ ------ ------
Earnings Per Share $ .70 (a) $ .43 (a) $ .85 (a) $ .63 (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.
14
<PAGE> 15
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)
<TABLE>
<S> <C>
Date: August 13, 1997 By: /s/ Henry P. McHale
-----------------------------------------------------------
Henry P. McHale
President, Chief Executive Officer and Director
Date: August 13, 1997 By: /s/ John C. Martin, III
-----------------------------------------------------------
John C. Martin, III
Vice President, Treasurer, Secretary, and Chief Financial
Officer
(Principal Financial Officer)
Date: August 13, 1997 By: /s/ Timothy E. Coyne
-----------------------------------------------------------
Timothy E. Coyne
Vice President and Controller
(Principal Accounting Officer)
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,981
<SECURITIES> 0
<RECEIVABLES> 47,810
<ALLOWANCES> 3,024
<INVENTORY> 64,728
<CURRENT-ASSETS> 116,944
<PP&E> 88,652
<DEPRECIATION> 50,094
<TOTAL-ASSETS> 162,362
<CURRENT-LIABILITIES> 42,648
<BONDS> 47,802
0
0
<COMMON> 66
<OTHER-SE> 63,511
<TOTAL-LIABILITY-AND-EQUITY> 162,362
<SALES> 79,303
<TOTAL-REVENUES> 79,303
<CGS> 58,022
<TOTAL-COSTS> 58,022
<OTHER-EXPENSES> 11,839
<LOSS-PROVISION> 745
<INTEREST-EXPENSE> 902
<INCOME-PRETAX> 7,795
<INCOME-TAX> 3,156
<INCOME-CONTINUING> 4,369
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,639
<EPS-PRIMARY> .70
<EPS-DILUTED> .70
</TABLE>
