<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 March 31, 1998
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
April 30, 1998 was 6,611,460.
Exhibit Index is on page 12 of this report.
Page 1 of 13
<PAGE> 2
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the
three months ended March 31, 1998 and 1997 3
Condensed Consolidated Statements of Comprehensive
Income for the three months ended March 31, 1998 and 3
1997
Condensed Consolidated Balance Sheets at March 31,
1998 and December 31, 1997 4
Condensed Consolidated Statements of Cash Flows for
the three months ended March 31, 1998 and 1997 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 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
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,
1998 1997
---- ----
<S> <C> <C>
SALES $ 50,587 $ 62,096
COST OF SALES 39,013 48,182
------ ------
GROSS MARGIN 11,574 13,914
SELLING, GENERAL AND ADMINISTRATIVE 11,144 10,712
EXPENSES
PLANT AND BUSINESS CONSOLIDATION AND
CLOSURE COSTS - 810
--------- ---------
INCOME FROM OPERATIONS 430 2,392
NET INTEREST EXPENSE 665 712
--------- ---------
(LOSS) INCOME BEFORE TAXES (235) 1,680
PROVISION (BENEFIT) FOR INCOME TAXES (96) 680
--------- --------
NET (LOSS) INCOME (139) 1,000
========= ========
BASIC AND DILUTED (LOSS) EARNINGS PER SHARE $ (0.02) $ 0.15
========= =========
CASH DIVIDENDS PER COMMON SHARE $ 0.05 $ 0.05
========= =========
WEIGHTED AVERAGE COMMON SHARES - BASIC 6,560 6,557
===== =====
WEIGHTED AVERAGE COMMON SHARES - DILUTED 6,560 6,585
===== =====
</TABLE>
The EPS effect of the plant and business consolidation and closure costs was
$.07 during the first quarter of 1997.
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
(Unaudited)
(amounts in thousands)
Three Months Ended
March 31,
1998 1997
---- ----
<S> <C> <C>
Net (loss) income $ (139) $ 1,000
Other comprehensive income, net of tax:
Foreign currency translation (25) (107)
----------- -----------
Comprehensive (loss) income $ (164) $ 893
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
TRANSPRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
(amounts in thousands, except share and per share amounts)
March 31, December 31,
ASSETS 1998 1997
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 353 $ 593
Accounts receivable (less allowances 32,751 37,506
of $3,661 and $3,441)
Inventories:
Raw materials 13,982 15,151
Work in process 8,782 7,632
Finished goods 43,464 35,752
------ ------
Total inventories 66,228 58,535
------ ------
Deferred income tax benefit 3,298 3,318
Other current assets 1,627 1,984
----- -----
Total current assets 104,257 101,936
------- -------
Property, plant and equipment 88,504 87,026
Less accumulated depreciation 51,780 50,274
------ ------
Net property, plant and equipment 36,724 36,752
------ ------
Goodwill (net of amortization of $211 and $170) 2,724 2,733
Other assets 3,339 3,119
----------- -----------
Total assets $ 147,044 $ 144,540
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,224 $ 13,604
Current maturities of long-term debt 5,000 5,000
Accrued insurance 5,747 5,817
Accrued salaries and wages 4,419 4,310
Accrued taxes 1,436 2,450
Accrued plant and business consolidation and
closure costs --- 387
Accrued expenses 6,292 6,903
----------- -----------
Total current liabilities 35,118 38,471
----------- -----------
Long- term liabilities:
Long-term debt 39,505 32,838
Retirement and postretirement obligations 7,074 7,050
Deferred income taxes 785 793
Other liabilities 17 373
----------- -----------
Total liabilities 82,499 79,525
----------- -----------
Stockholders' equity:
Preferred stock, $.01 par value: --- ---
Authorized 2,500,000 shares; none issued at
March 31, 1998 and December 31, 1997
Common stock, $.01 par value: 66 66
Authorized 17,500,000 shares; issued 6,683,571
shares at March 31, 1998 and December 31, 1997
Paid-in capital 52,227 52,227
Treasury stock, at cost,
72,111 shares at March 31, 1998 and December 31, (26) (26)
1997
Unearned compensation (344) (369)
Retained earnings 14,114 14,584
Accumulated other comprehensive income (1,492) (1,467)
------ ------
Total stockholders' equity 64,545 65,015
------ ------
Total liabilities and stockholders' equity $ 147,044 $ 144,540
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
(amounts in thousands)
Three Months Ended
March 31,
1998 1997
------ -----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $(139) $ 1,000
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Depreciation and amortization 1,542 1,956
Provision for losses - accounts receivable 445 433
------ --------
Total adjustments to reconcile net (loss) income to net
cash used in operating activities 1,987 2,389
------ --------
Change in:
Accounts receivable 4,310 (2,667)
Inventories (7,693) (7,274)
Accounts payable (1,380) 1,466
Accrued expenses (1,973) (1,847)
Other (201) (195)
------ -------
Total change in operating assets and liabilities (6,937) (10,517)
------ -------
Cash used in operating activities (5,089) (7,128)
------ ------
Cash flows from investing activities:
Capital expenditures (1,470) (2,799)
------ ------
Cash used in investing activities (1,470) (2,799)
------ ------
Cash flows from financing activities:
Dividends paid (331) (330)
Repayments of long-term debt and current maturities of (1,250) (1,250)
long-term debt
Borrowings of long-term debt 7,900 10,750
------ ---------
Cash provided by financing activities 6,319 9,170
------ ---------
Decrease in cash and cash equivalents (240) (757)
Cash and cash equivalents:
Beginning of period 593 920
------ ---------
End of period $ 353 $ 163
====== =========
Interest paid $ 582 $ 728
Taxes paid (net of refunds) $ 720 $ 838
</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 fabricated metal products for a
variety of Aftermarket and OEM automotive, truck and industrial 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, 1997 filed with the Securities and Exchange Commission on
March 30, 1998, 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, 1997 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
In the first quarter of 1997, the Company recorded approximately $0.8 million in
plant and business consolidation and closure costs resulting from 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.
6
<PAGE> 7
NOTE 4 - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
(amounts in thousands, THREE MONTHS ENDED
except per share data) MARCH 31,
1998 1997
---- ----
<S> <C> <C>
Numerator:
Net (loss) income $ (139) $1,000
Denominator:
Weighted average common shares 6,011 6,592
Non-vested restricted stock (51) (35)
------- ------
Denominator for basic earnings per
share - adjusted weighted average
common shares 6,560 6,557
Dilutive effect of stock options
and non-vested restricted stock -- 28
------- -----
Denominator for diluted earnings
per share - adjusted weighted
average common shares and assumed
conversions 6,560 6,585
======== =========
Basic (loss) earnings per share $ (.02) $ .15
======== =========
Diluted (loss) earnings per share $ (.02) $ .15
======== =========
</TABLE>
For the three months ended March 31, 1998, the effect of stock options and
non-vested restricted stock in the calculation of diluted earnings per share was
anti-dilutive.
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 MARCH 31, 1998 VERSUS QUARTER ENDED MARCH 31, 1997
Net sales for the first quarter of 1998 declined 18% to $50.6 million
compared with $62.1 million in the first quarter of 1997, reflecting the
completion of the Crew Cab program in December 1997. Excluding Crew Cab sales
from the 1997 results, total net sales increased $5.7 million or 13% and sales
of OEM products increased $4.5 million or 27% reflecting a 74% increase in van
conversion revenues resulting from higher volume to large fleet customers, a 28%
increase in fabricated metal products sales to telecommunications customers and
a 12% increase in OEM heat transfer products due, in part, to improved business
conditions in the heavy duty truck market created by the strong economy.
Aftermarket heat transfer product sales increased $1.2 million or 4%.
Gross margins of 22.9% for the first quarter of 1998 improved from the
22.4% achieved in the first quarter of 1997 despite the end of the Crew Cab
program. The improvement was due to lower manufacturing expenses coupled with
higher manufacturing efficiencies and better overhead absorption resulting from
volume increases across the Company's remaining product lines. Although gross
margins in the OEM heat transfer business remain negative, they improved
significantly compared with the third and fourth quarters of 1997 and plant
operations appear to have been stabilized.
Selling, general and administrative expenses increased 4% in spite of the
end of the Crew Cab contract reflecting the higher volume levels experienced
during the quarter. In the first quarter of 1997, the Company recorded plant and
business consolidation and closure costs of $0.8 million related to
consolidation actions in its OEM and Aftermarket heat transfer businesses. Net
interest expense was $0.7 million in the first quarter of 1998 and 1997.
The Company's effective tax rate of 40.8% for the first quarter of 1998 is
comprised of the U. S. Federal income tax rate plus the estimated aggregate
effective rate for state and local income taxes and increased from the first
quarter 1997 rate of 40.5% to reflect a higher level of non-tax deductible
expenses.
For the first quarter of 1998, the Company reported a net loss of $0.1
million, or $0.02 per share on a basic and diluted basis, compared with net
income of $1.0 million, or $0.15 per share on a basic and diluted basis, in the
first quarter of 1997. Before the impact of plant and business consolidation and
closure costs, first quarter 1997 net income was $1.5 million, or $0.22 per
share on a basic and diluted basis.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
In June 1994, the Company's Crown Divisions accepted a secured
subordinated note (the "Note") in payment for the sale of certain assets. The
March 31, 1998 balance sheet includes the remaining balance of $0.6 million of
the Note and a related allowance for uncollectibility of $0.1 million. The Note
and related allowance are classified as Other assets. The Company did not
receive the scheduled January 1998 and February 1998 payments required by the
Note and, in March 1998, in accordance with the provisions of the Note, called
the remaining balance of the Note. Subsequent to calling the Note, the Company
received a notice from the bank to which the Note is subordinated blocking the
Company's call. The Company is attempting to resolve this matter with the payer
and the bank and no additional allowance for uncollectibility related to this
event has been provided for the Note at March 31, 1998. However, no
8
<PAGE> 9
assurance can be given that the Company will be successful in ultimately
collecting the Note and, in the future, the Company may be forced to write off
all or some portion of the remaining balance of the Note and record a
corresponding bad debt expense.
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 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. A commitment fee of .25% on the average daily unused portion of the
Credit Agreement is payable quarterly, in arrears. The Credit Agreement contains
financial covenants which, among other things, require the maintenance of a
minimum tangible net worth and debt service coverage and a maximum level of debt
to earnings before interest, taxes, depreciation and amortization ("EBITDA") and
debt to net worth, as well as 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, 1998, borrowings were $12.5 million under the Term Loan and
$19.4 million under the Revolving Credit Facility. Outstanding letters of credit
totaled approximately $18.5 million at March 31, 1998. 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.
During the first three months of 1998, the Company required $5.1 million
of cash to support its operations, primarily as a result of a $7.7 million
inventory build-up in anticipation of the upcoming selling season for
Aftermarket heat transfer products. Net (loss) income plus total adjustments to
reconcile net (loss) income to net cash used in operating activities generated
$1.8 million of cash, while net collections of trade accounts receivable
generated $4.3 million. Cash was used to reduce accounts payable and accrued
expenses by $3.3 million.
Capital spending during the first quarter of 1998 totaled $1.5 million. On
January 13, 1998 the Company paid a cash dividend of $0.3 million or $0.05 per
common share and on February 19, 1998, the Company declared a cash dividend of
$0.3 million or $0.05 per common share payable on April 8, 1998 to holders of
record at the close of business on March 11, 1998. Borrowings under the Credit
Agreement increased by $6.7 million to finance the operating and other cash
requirements of the Company.
The future liquidity and ordinary capital needs of the Company in the near
term are expected to be met from operations. The Company's working capital
requirements peak during the second and third quarters, reflecting the normal
seasonality of the heat transfer Aftermarket. The Company believes that the
Credit Agreement, along with cash flow from operations, will be adequate to meet
near term anticipated ordinary capital expenditure and working capital
requirements. However, the capital for major growth initiatives and seasonal
working capital requirements may exceed the aggregate amount of borrowings
available under the Credit Agreement. If this were to occur, the Company would
have to negotiate a new credit facility or seek additional sources of capital.
No assurance can be given that the Company would be successful in negotiating a
new credit facility or in securing additional sources of capital.
As previously reported, the Company's earnings for 1998 and beyond will be
significantly negatively affected by the end of the Crew Cab/DRW program in
December 1997, until the earnings
9
<PAGE> 10
generated by this program can be replaced by a combination of cost savings
measures or growth initiatives in the core businesses. Absent significant cost
savings or growth initiatives, the Company believes that it is likely that in
the second half of 1998 its EBITDA will fall below the level necessary to
maintain compliance with the financial covenants in the Credit Agreement. In
such event, the Company would seek a waiver of the financial covenants or an
amendment to the Credit Agreement. If such a waiver or amendment was not
granted, the banks could require the Company to repay all amounts owing under
the Credit Agreement, which would force the Company to seek alternate sources of
capital. However, although no assurance can be given, the Company believes that
it would be successful in either obtaining a waiver or amendment or in securing
additional sources of capital.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 issue results from computer system software using only two
digits rather than four digits to define the applicable year for a transaction.
Such software may not recognize a date identified as "00" or may assume the year
1900 instead of 2000. This may result in system failure or miscalculation
causing disruption of operations, including but not limited to, a temporary
inability to process transactions, send invoices, generate disbursement checks
or engage in similar normal business activities.
The Company has identified an information systems platform which is Year
2000 compliant and to which the majority of current systems employed by the
Company will be converted. The conversion project began in 1996 and is expected
to be completed by mid-year 1999. Hardware, software and other capitalizable
costs will be capitalized and expensed over the useful life of the system. All
other project costs will be expensed as incurred. The total cost of the Year
2000 project is currently estimated to be $2.3 million, of which $1.2 million is
for hardware and software. To date, the Company has spent approximately $0.7
million on this project, of which $0.6 million was for hardware and software.
During 1998, the Company will be initiating formal communications with all
of its significant vendors, service providers, lenders and large customers to
determine the extent to which it is vulnerable to the Year 2000 issue
externally. However, no assurance can be given that the systems of other
companies on which the Company relies will be Year 2000 compliant on a timely
basis, that the Year 2000 systems of other companies will be compatible with the
Company's system or that external Year 2000 issues would not have a material
impact on the Company's operations.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June, 1997, the Financial Accounting Standards Board (the "FASB")
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 is effective for financial
statements for periods beginning after December 15, 1997 but need not be applied
to interim financial statements in the initial year of its application. The
impact of the adoption of SFAS No. 131 has not been determined at this time.
In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132 ("SFAS No. 132"), "Employers' Disclosures about Pensions and
Other Postretirement Benefits," which revises employers' disclosure requirements
for pension and other postretirement benefit plans. SFAS No. 132 does not change
the measurement or recognition of those plans. The impact of the adoption of
SFAS No. 132 has not been determined at this time.
10
<PAGE> 11
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. The Company's Annual Report on Form 10-K contains certain detailed factors
that could cause the Company's actual results to materially differ from the
forward-looking statements made by the Company. In particular, statements
relating to the future financial performance of the Company are subject to
business conditions and growth in the general economy and automotive and truck
business, the impact of competitive products and pricing, changes in customer
product mix, failure to obtain new customers or retain old 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. Statements
regarding the outlook for the OEM Heat Transfer business, improvements in
manufacturing efficiencies and reduction of costs are subject to a number of
factors, including but not limited to, the ability of management to implement
improvements in workforce efficiencies and the timing of such improvements.
Statements regarding the ultimate collectibility of the Note are subject to
several factors, including but not limited to, the payer's financial condition.
Statements regarding the Company's Year 2000 project are subject to numerous
factors, including but not limited to, the availability and cost of trained
personnel and the ability to effect the timely conversion of all relevant
systems.
11
<PAGE> 12
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 29,
1998, two proposals were voted upon by the Company's stockholders. A brief
discussion 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 6,088,815 158,864
Henry P. McHale 6,087,745 159,934
William J. Abraham, Jr. 6,087,315 160,364
Philip Wm. Colburn 5,709,337 538,342
Paul R. Lederer 6,088,850 158,829
Sharon M. Oster 5,710,377 537,302
F. Alan Smith 6,085,669 162,010
</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, 1998. 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>
6,206,814 31,240 9,625
</TABLE>
The foregoing proposals are described more fully in the Company's
definitive proxy statement dated March 26, 1998, 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
(27) Financial Data Schedule
b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended March 31, 1998.
12
<PAGE> 13
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 12, 1998 By: /s/ Henry P. McHale
-----------------------------------------
Henry P. McHale
President, Chief Executive Officer and
Director
Date: May 12, 1998 By: /s/ John C. Martin, III
-----------------------------------------
John C. Martin, III
Vice President, Treasurer, Secretary, and
Chief Financial Officer
(Principal Financial Officer)
Date: May 12, 1998 By: /s/ Timothy E. Coyne
-----------------------------------------
Timothy E. Coyne
Vice President and Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 353
<SECURITIES> 0
<RECEIVABLES> 36,412
<ALLOWANCES> 3,661
<INVENTORY> 66,228
<CURRENT-ASSETS> 104,257
<PP&E> 88,504
<DEPRECIATION> 51,780
<TOTAL-ASSETS> 147,044
<CURRENT-LIABILITIES> 35,118
<BONDS> 39,505
0
0
<COMMON> 66
<OTHER-SE> 64,479
<TOTAL-LIABILITY-AND-EQUITY> 147,044
<SALES> 50,587
<TOTAL-REVENUES> 50,587
<CGS> 39,013
<TOTAL-COSTS> 39,013
<OTHER-EXPENSES> 10,699
<LOSS-PROVISION> 445
<INTEREST-EXPENSE> 665
<INCOME-PRETAX> (235)
<INCOME-TAX> (96)
<INCOME-CONTINUING> (139)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (139)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
