<PAGE> 1
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 September 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, $.01 par value, outstanding as of
October 31, 1997 was 6,611,460.
Exhibit Index is on page 13 of this report.
Page 1 of 15
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INDEX
<TABLE>
<CAPTION>
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Condensed Consolidated Statements of Income for the three months ended
September 30, 1997 and 1996 and the nine months ended September 30, 1997 3
and 1996
Condensed Consolidated Balance Sheets at September 30, 1997 and
December 31, 1996 4
Condensed Consolidated Statements of Cash Flows for the nine months ended
September 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 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
2
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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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SALES $ 80,181 $ 72,501 $221,580 $200,688
COST OF SALES 61,025 56,082 167,229 153,553
-------- -------- -------- --------
GROSS MARGIN 19,156 16,419 54,351 47,135
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 11,894 9,746 35,093 29,728
PLANT AND BUSINESS CONSOLIDATION AND CLOSURE COSTS 3,052 549 3,959 2,676
-------- -------- -------- --------
INCOME FROM OPERATIONS 4,210 6,124 15,299 14,731
NET INTEREST EXPENSE 819 679 2,434 2,267
-------- -------- -------- --------
INCOME BEFORE TAXES 3,391 5,445 12,865 12,464
PROVISION FOR INCOME TAXES 1,373 2,205 5,210 5,048
-------- -------- -------- --------
NET INCOME $ 2,018 $ 3,240 $ 7,655 $ 7,416
======== ======== ======== ========
EARNINGS PER COMMON SHARE $ .31 $ .49 $ 1.16 $ 1.12
======== ======== ======== ========
CASH DIVIDENDS PER COMMON SHARE $ .05 $ .05 $ .15 $ .15
======== ======== ======== ========
AVERAGE COMMON SHARES OUTSTANDING 6,609 6,591 6,602 6,598
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
The EPS effect of the plant and business consolidation and closure costs is $.27
and $.05, respectively, during the third quarter of 1997 and 1996 and $.35 and
$.24, respectively, during the first nine months of 1997 and 1996.
3
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TRANSPRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1997 1996
----------- ---------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,284 $ 920
Accounts receivable (less allowances of $2,614 and $3,378) 46,049 35,936
Inventories:
Raw materials 14,012 13,218
Work in process 8,648 8,198
Finished goods 38,944 31,513
--------- ---------
Total inventories 61,604 52,929
--------- ---------
Deferred income tax benefit 3,276 3,343
Other current assets 1,729 1,609
--------- ---------
Total current assets 113,942 94,737
--------- ---------
Property, plant and equipment 89,686 85,490
Less accumulated depreciation 51,603 47,551
--------- ---------
Net property, plant and equipment 38,083 37,939
--------- ---------
Deferred start-up costs 663 1,446
Goodwill, net 2,310 2,241
Other assets 3,463 3,903
--------- ---------
Total assets $ 158,461 $ 140,266
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,626 $ 12,207
Current maturities of long-term debt 5,000 5,000
Accrued insurance 5,351 6,011
Accrued salaries and wages 5,868 5,610
Accrued taxes 3,168 2,054
Accrued plant and business consolidation and closure costs 3,484 1,146
Accrued expenses 7,022 6,548
--------- ---------
Total current liabilities 45,519 38,576
--------- ---------
Long- term liabilities:
Long-term debt 38,970 33,917
Retirement and postretirement obligations 6,589 6,470
Deferred income taxes 1,754 1,800
Other liabilities 219 807
--------- ---------
Total liabilities 93,051 81,570
--------- ---------
Stockholders' equity:
Preferred stock, $.01 par value: -- --
Authorized 2,500,000 shares; none issued at September 30, 1997 and
December 31, 1996
Common stock, $.01 par value: 66 66
Authorized 17,500,000 shares; issued 6,683,571 shares at
September 30, 1997 and 6,661,139 shares at December 31, 1996
Paid-in capital 52,227 52,061
Treasury stock at cost,
72,111 shares at September 30, 1997 and 69,304 shares at December (26) --
31, 1996
Unearned compensation (417) (346)
Retained earnings 14,694 8,030
Translation adjustment (201) (182)
Adjustment for minimum pension liability (933) (933)
--------- ---------
Total stockholders' equity 65,410 58,696
--------- ---------
Total liabilities and stockholders' equity $ 158,461 $ 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>
NINE MONTHS ENDED
SEPTEMBER 30,
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,655 $ 7,416
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 5,895 5,704
Provision for losses - accounts receivable 1,097 688
Change in:
Accounts receivable (11,210) (7,441)
Inventory (8,675) 1,617
Accounts payable 3,419 (865)
Accrued expenses 3,524 1,062
Other 249 61
-------- --------
Cash provided by operating activities 1,954 8,242
-------- --------
Cash flows from investing activities:
Capital expenditures (5,636) (3,984)
Sales and retirements of fixed assets, net 39 76
Acquisition of Rahn Industries, Inc., net of cash acquired -- (5,205)
-------- --------
Cash used in investing activities (5,597) (9,113)
-------- --------
Cash flows from financing activities:
Exercise of stock options 24 6
Dividends paid (991) (990)
Purchase of treasury stock (26) --
Repayments of long-term debt and current maturities of long-term debt (3,750) (5,200)
Borrowings of long-term debt 8,750 8,050
-------- --------
Cash provided by financing activities 4,007 1,866
-------- --------
Increase in cash and cash equivalents 364 995
Cash and cash equivalents:
Beginning of period 920 --
-------- --------
End of period $ 1,284 $ 995
======== ========
Interest paid $ 2,406 $ 2,396
Taxes paid (net of refunds) $ 4,176 $ 8,418
</TABLE>
The accompanying notes are an integral part of these statements.
5
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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 condensed consolidated 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 December 31, 1996 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 - PLANT AND BUSINESS CONSOLIDATION AND CLOSURE COSTS
The Company recorded approximately $3.2 million of plant and business
consolidation and closure costs during the third quarter of 1997 for all of the
expected expenses in connection with the expected closing of the Company's
Louisville, Kentucky plant as a result of Ford's decision to move the production
of Crew Cab and DRW components in-house in late 1997. See "End of Crew Cab and
Dual Rear Wheel Contract" in Management's Discussion and Analysis of Financial
Condition and Results of Operations for a discussion of this matter. These costs
are included on the September 30, 1997 balance sheet as accrued plant and
business consolidation and closure costs and include approximately $1.5 million
of severance and other employee termination costs for the approximately 200
employees at the Louisville plant and approximately $1.7 million for facility
lease cancellation penalties and the abandonment of the fixed assets utilized at
the plant. Substantially all of the severance and other employee termination
costs are expected to be paid in 1997. The lease cancellation penalties are
expected to be paid in 1998. This one-time charge was offset by the reversal of
previously recorded employee termination benefits of $0.1 million related to the
previously announced consolidation of OEM heat transfer production into Jackson,
Mississippi.
6
<PAGE> 7
NOTE 4 - 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 September 30, 1997, borrowings
were $15.0 million under the Term Loan and $16.4 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 $19.0
million at September 30, 1997. Of this amount, approximately $13.0 million of
letters of credit supported borrowings under floating rate industrial revenue
bonds, of which $8.0 million matures in the year 2010 and $5.0 million matures
in the year 2013. The bonds bear interest based upon a short-term tax-exempt
bond index.
NOTE 5 - 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 SEPTEMBER 30, 1997 VERSUS QUARTER ENDED SEPTEMBER 30, 1996
Net sales for the third quarter of 1997 increased 11% to $80.2 million
compared with $72.5 million for the third quarter of 1996. Sales of Aftermarket
heat transfer products increased $2.8 million or 7% reflecting a full quarter's
inclusion of replacement automotive air conditioning condenser sales from the
August 1996 acquisition of Rahn Industries, coupled with higher sales of other
aftermarket heat transfer products. Sales of OEM products increased $4.9 million
or 16% reflecting the impact of a large van conversion order from Ford Motor
Company ("Ford") for the United States Postal Service delivery fleet, which is
expected to be completed early in the fourth quarter of 1997. An 8% decline in
sales of Crew Cabs to Ford resulting from lower daily shipment rates compared
with the year ago quarter was offset by an increase in sales of OEM fabricated
metal products. Sales of OEM heat transfer products were unchanged from the
levels of a year ago.
Gross margins of 23.9% for the third quarter of 1997 were higher than
the 22.6% achieved in the comparable period last year. The OEM heat transfer
business experienced significant negative gross margins in the third quarter of
1997 as a result of continued operating inefficiencies related to the relocation
and consolidation of certain manufacturing operations. The operating
inefficiencies associated with the OEM heat transfer plant consolidation have
exceeded the Company's original estimates and have persisted for a longer period
of time than anticipated. As a result, the cost savings goals related to the
plant consolidations in the OEM heat transfer business have not been realized.
In the Aftermarket heat transfer business, margins were flat year over year as
the impact of price competition was offset by lower copper costs. Crew Cab
margins declined due to lower volume, while gross margins improved in the van
conversion business due to the additional volume from the Ford Postal Service
order. Gross margins in the OEM fabricated metal products business improved as a
result of better manufacturing efficiencies resulting from cost reduction
programs implemented during the first quarter of 1997 and higher overhead
absorption related to the additional component production volume for the Ford
Postal Service order.
Selling, general and administrative expenses increased $2.1 million or
22% over the third quarter of 1996 due to the incremental expenses associated
with the inclusion of the Rahn Industries business for a full quarter as well as
additional sales personnel and increased marketing efforts in the heat transfer
Aftermarket.
The Company recorded a one-time pre-tax charge of $3.2 million in the
third quarter of 1997 associated with the expected closing in the fourth quarter
of 1997 of the Company's Louisville, Kentucky plant as a result of the
previously announced decision by Ford to take Crew Cab/Dual Rear Wheel ("DRW")
pickup truck component production in-house. See "End of Crew Cab and Dual Rear
Wheel Contract" below for a discussion of this matter. This one-time charge was
offset by the reversal of previously recorded employee termination benefits of
$0.1 million related to the previously announced consolidation of OEM heat
transfer production into Jackson, Mississippi. In the third quarter of 1996, the
Company recorded pre-tax costs of $0.5 million associated with previously
announced consolidation actions of its OEM and Aftermarket Heat Transfer
businesses. See "Forward-Looking Statements - Cautionary Factors" below for a
discussion of certain factors to consider in connection with the foregoing
forward-looking statements.
8
<PAGE> 9
Net interest expense increased to $0.8 million in the third quarter of
1997 from $0.7 million in the third 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.
The Company's effective tax rate of 40.5% for the third quarter of 1997
and 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 $0.31 in the third quarter of 1997 compared
with $0.49 in the third quarter of 1996. Before the impact of plant and business
consolidation and closure costs, earnings per share were $0.58 in the third
quarter of 1997 compared with $0.54 in the comparable period last year.
NINE MONTHS ENDED SEPTEMBER 30, 1997 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1996
Net sales for the first nine months of 1997 were $221.6 million versus
$200.7 million for the comparable period in 1996, an increase of 10%. Sales of
Aftermarket heat transfer products increased $6.2 million or 6% 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 $14.7 million or 15%
reflecting the impact of the Ford Postal Service van conversion order, increased
sales of Crew Cabs to Ford and a modest increase in sales of OEM fabricated
metal products. OEM heat transfer products sales were flat.
Gross margins in the first nine months of 1997 were 24.5% versus 23.5%
for the first nine months of 1996. For the nine months, continued operating
inefficiencies related to the relocation and consolidation of certain
manufacturing operations and the start up of aluminum heat transfer production
in the OEM heat transfer business resulted in negative gross margins, the major
portion of which was generated in the third quarter. Gross margins in the
Aftermarket heat transfer business were negatively impacted by price
competition, the effects of which were substantially offset by lower copper
costs. Gross margins in the OEM specialty contract manufacturing and van
conversion businesses improved as a result of better overhead absorption due to
the higher sales volumes related to Crew Cabs and the Ford Postal Service order,
respectively. In the OEM fabricated metal products business, gross margins
improved due to higher manufacturing efficiencies resulting from cost reduction
programs implemented in the first quarter of 1997 and higher overhead absorption
related to the additional component production volume for the Ford Postal
Service order.
Selling, general and administrative expenses for the first nine months
of 1997 were $35.1 million versus $29.7 million for the same period in 1996, an
increase of $5.4 million or 18% 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 heat transfer Aftermarket and
OEM fabricated metal products market.
The Company recorded pre-tax charges of $4.0 million for plant and
business consolidation and closure costs in the first nine months of 1997, of
which $3.2 million related to the closure of the Company's Louisville, Kentucky
plant, $0.9 million related to previously announced consolidation actions of the
OEM and Aftermarket heat transfer businesses and $0.1 million related to the
reversal of previously recorded employee termination benefits associated with
the previously announced consolidation of OEM heat transfer production into
Jackson, Mississippi. In the first nine months of 1996, the Company recorded
$2.7 million in plant and business consolidation and closure costs related to
previously announced consolidation actions of the OEM and Aftermarket heat
transfer businesses.
9
<PAGE> 10
Net Interest expense was $2.4 million for the first nine months of 1997
compared with $2.3 million for the comparable 1996 period due to higher
borrowings under the Revolving Credit and Term Loan Agreement to finance higher
levels of accounts receivable and inventory.
The Company's effective tax rate of 40.5% is comprised of the U.S.
Federal income tax rate plus the estimated aggregate effective rate for state
and local income taxes and was consistent with the prior year.
Earnings per share were $1.16 in the first nine months of 1997 compared
with $1.12 in the first nine months of 1996. Before the impact of plant and
business consolidation and closure costs, earnings per share were $1.51 in the
first nine months of 1997 compared with $1.36 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 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 nine months of 1997, the Company generated $2.0
million of cash from operations. Positive cash flow of $21.8 million generated
from net income before non-cash charges for depreciation and amortization and
the provision for losses on accounts receivable and an increase in accounts
payable and accrued expenses was offset by an increase of $11.2 million in
accounts receivable and $8.7 million in inventory. During the first nine months
of 1997, capital spending totaled $5.6 million and the Company paid dividends of
$1.0 million. Net borrowings under the Credit Agreement increased by $5.0
million during the first nine months of 1997 to finance the operations of the
Company.
END OF CREW CAB AND DUAL REAR WHEEL CONTRACT
The Company's largest customer is Ford. The Company is the exclusive
supplier of the cab portion of Ford's Crew Cab pickup truck and the rear fender
panel for Ford's Dual Rear Wheel pickup truck under a five-year contract that
expired on December 31, 1995. The Company's manufacturing facility in
Louisville, Kentucky is dedicated solely to the production of Crew Cab and DRW
components. During 1996 and 1995, Ford accounted for approximately 24% and 38%,
respectively, of the Company's net sales and a significantly greater portion of
the Company's total 1996 and 1995 profits as a result of the higher margins and
significantly lower selling, distribution and administrative costs associated
with the Ford contract compared with the average of the Company's other
businesses.
In early 1996, Ford notified the Company that Ford planned to move the
production of Crew Cab and DRW components in-house in late 1997. Attempts to
develop new business for the Louisville plant have been unsuccessful and,
accordingly, the Company expects to close the Louisville plant in the fourth
quarter of 1997. Consequently, in the third quarter of 1997, the Company
recorded a one-time pre-tax
10
<PAGE> 11
charge of approximately $3.2 million for all of the expected costs in connection
with the Louisville plant closure. These costs are included on the September 30,
1997 balance sheet as accrued plant and business consolidation and closure costs
and include approximately $1.5 million of severance and other employee
termination costs for the approximately 200 employees at the Louisville plant
and approximately $1.7 million for facility lease cancellation penalties and the
abandonment of the fixed assets utilized at the plant. Substantially all of the
severance and other employee termination costs are expected to be paid in 1997.
The lease cancellation penalties are expected to be paid in 1998.
TRENDS AND OUTLOOK
The results for the first nine months of 1997 in the Aftermarket and
OEM heat transfer businesses were below the Company's expectations as a result
of market softness and price competition in the heat transfer Aftermarket and
the operating inefficiencies experienced in the OEM heat transfer business. For
the remainder of the year and into 1998, the automotive aftermarket is expected
to remain soft and price competition is expected to continue. Operating
inefficiencies related to plant consolidations in the OEM heat transfer business
have significantly exceeded estimates and have prevented the cost savings goals
previously anticipated from being realized thus far. No cost savings as a result
of the OEM heat transfer plant consolidations are now anticipated in 1997. As a
result of these adverse conditions, progress toward replacing the earnings
generated by the Crew Cab/DRW program has been slower than expected and Crew
Cab/DRW related earnings therefore constitute a more significant portion of the
Company's total earnings than previously anticipated.
As a result of the end of the Crew Cab/DRW program, the Company's net
income for 1998 and beyond will be significantly negatively affected until the
earnings generated by this program can be replaced by a combination of cost
savings measures and strategic growth initiatives in the core businesses. In
addition, the adverse factors discussed above will exacerbate the impact of the
end of the Crew Cab/DRW contract and the normal seasonal variations in the first
and fourth quarters in the Company's remaining operations will become more
pronounced.
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) 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 from 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
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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 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, net income, 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, the financial impact of the loss of the
Crew Cab and DRW business from Ford, the effect of the Company's restructuring
actions, 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 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.
12
<PAGE> 13
PART II. OTHER INFORMATION
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 September 30,
1997.
13
<PAGE> 14
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: November 12, 1997 By: /s/ Henry P. McHale
------------------------------------------------
Henry P. McHale
President, Chief Executive Officer and Director
Date: November 12, 1997 By: /s/ John C. Martin, III
------------------------------------------------
John C. Martin, III
Vice President, Treasurer, Secretary, and Chief
Financial Officer
(Principal Financial Officer)
Date: November 12, 1997 By: /s/ Timothy E. Coyne
------------------------------------------------
Timothy E. Coyne
Vice President and Controller
(Principal Accounting Officer)
14
<PAGE> 15
EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
(Unaudited)
(amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1997 1996
------ ------ ------ ------
Primary Earnings Per Share:
<S> <C> <C> <C> <C>
Income Applicable to Common Stock $2,018 $3,240 $7,655 $7,416
Shares
Weighted average shares outstanding 6,609 6,591 6,602 6,598
Dilutive effect of stock options computed
by use of treasury stock method 70 -- 44 10
------ ------ ------ ------
Average common and common equivalent
shares outstanding 6,679 6,591 6,646 6,608
------ ------ ------ ------
Earnings Per Share $ .30(a) $ .49(a) $ 1.15(a) $ 1.12(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.
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,284
<SECURITIES> 0
<RECEIVABLES> 48,663
<ALLOWANCES> 2,614
<INVENTORY> 61,604
<CURRENT-ASSETS> 113,942
<PP&E> 89,686
<DEPRECIATION> 51,603
<TOTAL-ASSETS> 158,461
<CURRENT-LIABILITIES> 45,519
<BONDS> 38,970
0
0
<COMMON> 66
<OTHER-SE> 65,344
<TOTAL-LIABILITY-AND-EQUITY> 158,461
<SALES> 80,181
<TOTAL-REVENUES> 80,181
<CGS> 61,025
<TOTAL-COSTS> 61,025
<OTHER-EXPENSES> 14,593
<LOSS-PROVISION> 353
<INTEREST-EXPENSE> 819
<INCOME-PRETAX> 3,391
<INCOME-TAX> 1,373
<INCOME-CONTINUING> 2,018
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,018
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
