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UNITED STATES
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, 2003
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 [ ]
Indicate by check mark whether the Registrant is an
accelerated filer (as defined in Rule 12b-2 of the
Exchange Act). Yes [ ] No [ X]
The number of shares of common stock, $.01 par value, outstanding as of
May 9, 2003 was 7,106,023. Exhibit Index is on page 14 of this report.
Page 1 of 18
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INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 2003 and 2002 3
Condensed Consolidated Balance Sheets at March 31,
2003 and December 31, 2002 4
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2003 and 2002 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 13
Item 4. Controls and Procedures 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Certifications 16
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) Three Months
(in thousands, except per share amounts) Ended March 31,
----------------------------
2003 2002
------------ ------------
Net sales $52,700 $ 50,962
Cost of sales 45,509 41,361
------------ ------------
Gross margin 7,191 9,601
Selling, general and administrative expenses 10,662 8,613
Restructuring and other special charges 418 67
------------ ------------
Operating (loss) income (3,889) 921
Interest expense 849 818
------------ ------------
(Loss) income before taxes and cumulative effect of accounting change (4,738) 103
Income tax benefit (403) (3,653)
------------ ------------
(Loss) income before cumulative effect of accounting change (4,335) 3,756
Cumulative effect of accounting change, net of tax -- (4,671)
------------ ------------
Net loss $ (4,335) $ (915)
============ ============
Basic (loss) income per common share:
Before cumulative effect of accounting change $ (0.61) $ 0.54
Cumulative effect of accounting change -- (0.67)
------------- ------------
Net loss per common share $ (0.61) $ (0.13)
============= ============
Diluted (loss) income per common share:
Before cumulative effect of accounting change $ (0.61) $ 0.52
Cumulative effect of accounting change -- (0.65)
------------- ------------
Net loss per common share $ (0.61) $ (0.13)
============= ============
Weighed average common shares -- basic 7,106 6,982
-- diluted 7,106 7,162
The accompanying notes are an integral part of these statements.
3
TRANSPRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data) March 31, December 31,
ASSETS 2003 2002
--------- ------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 500 $ 155
Accounts receivable (less allowances of $3,299 and $2,996) 52,378 54,724
Inventories:
Raw material and component parts 19,407 17,814
Work in process 1,443 1,219
Finished goods 50,600 45,594
-------- --------
Total inventories 71,450 64,627
-------- --------
Assets held for sale 3,569 --
Other current assets 4,642 5,497
-------- --------
Total current assets 132,539 125,003
-------- --------
Property, plant and equipment 67,810 73,630
Accumulated depreciation and amortization 44,922 47,078
-------- --------
Net property, plant and equipment 22,888 26,552
-------- --------
Other assets 8,650 8,605
-------- --------
Total assets $164,077 $160,160
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit debt and current portion of long-term debt $ 53,556 $ 52,329
Accounts payable 32,470 22,577
Accrued liabilities 18,914 17,290
-------- --------
Total current liabilities 104,940 92,196
-------- --------
Long-term liabilities:
Long-term debt 2,087 7,267
Other long-term liabilities 13,165 12,459
-------- --------
Total long-term liabilities 15,252 19,726
-------- --------
Commitments and contingent liabilities Stockholders' equity:
Preferred stock, $.01 par value: authorized 2,500,000 shares;
issued and outstanding as follows:
Series A junior participating preferred stock, $.01 par value:
authorized 200,000 shares; issued and outstanding -- none at
March 31, 2003 and December 31, 2002 -- --
Series B convertible preferred stock, $.01 par value:
authorized 30,000 shares; issued and outstanding; -- 12,781
shares at March 31, 2003 and December 31, 2002
(liquidation preference $1,278) -- --
Common Stock, $.01 par value: authorized 17,500,000 shares;
7,147,959 shares issued at March 31, 2003 and December 31,
2002; 7,106,023 shares outstanding at March 31, 2003 and
December 31, 2002 71 71
Paid-in capital 55,041 55,041
Accumulated deficit (6,720) (2,367)
Accumulated other comprehensive loss (4,492) (4,492)
Treasury stock, at cost, 41,936 shares at March 31, 2003 and
December 31, 2002 (15) (15)
-------- --------
Total stockholders' equity 43,885 48,238
-------- --------
Total liabilities and stockholders' equity $164,077 $160,160
======== ========
The accompanying notes are an integral part of these statements.
4
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Three Months Ended
(Amounts in thousands) March 31,
---------------------
2003 2002
------- -------
Cash flows from operating activities:
Net loss $(4,335) $ (915)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,577 1,224
Cumulative effect of accounting change -- 4,671
Provision for uncollectible accounts receivable 313 445
Non-cash restructuring charges 46 --
Changes in operating assets and liabilities:
Accounts receivable 2,033 (8,599)
Inventories (6,823) 2,552
Accounts payable 9,893 (136)
Accrued expenses 1,624 1,661
Other 412 (3,512)
------- -------
Net cash provided by (used in) operating activities 4,740 (2,609)
------- -------
Cash flows from investing activities:
Capital expenditures, net of sales and retirements (399) (1,175)
------- -------
Net cash used in investing activities (399) (1,175)
------- -------
Cash flows from financing activities:
Dividends paid (16) (23)
Net (repayments) borrowings under revolving credit facility (3,772) 4,322
Repayments of term loan and capitalized lease obligations (181) (238)
Deferred debt issuance costs (27) (51)
------- -------
Net cash (used in) provided by financing activities (3,996) 4,010
------- -------
Increase in cash and cash equivalents 345 226
Cash and cash equivalents at beginning of period 155 150
------- -------
Cash and cash equivalents at end of period $ 500 $ 376
======= =======
The accompanying notes are an integral part of these statements.
5
TRANSPRO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - 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, 2002 including the audited financial statements and notes
thereto included therein.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America 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 accounting
principles generally accepted in the United States of America 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
reclassifications have been made to prior amounts to conform to current year
presentations.
NOTE 2 - STOCK COMPENSATION COSTS
The Company applies APB Opinion No. 25 "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its stock option plans.
Accordingly, no compensation cost has been recognized in the financial
statements. Had compensation cost for the Company's plans been determined based
on the fair value at the grant dates for awards under the plans, consistent with
Statement of Financial Accounting Standards No. 123 "Accounting for Stock Based
Compensation," as amended by SFAS No. 148 "Accounting for Stock-Based
Compensation-Transition and Disclosure", the pro forma net loss and loss per
share for the three months ended March 31, would have been as follows:
(in thousands, except per share amounts) 2003 2002
-------- --------
Net loss:
As reported $(4,335) $ (915)
Pro forma $(4,399) $(1,009)
Basic net loss per common share:
As reported $(0.61) $(0.13)
Pro forma $(0.62) $(0.14)
Diluted net loss per common share:
As reported $(0.61) $(0.13)
Pro forma $(0.62) $(0.14)
NOTE 3 - COMPREHENSIVE LOSS
For the three months ended March 31, 2003 and 2002, other comprehensive
loss was comprised of the reported net loss for the period of $4.3 million and
$0.9 million, respectively.
NOTE 4 - RESTRUCTURING AND OTHER SPECIAL CHARGES
During the third quarter of 2001, the Company implemented a
restructuring program designed around its business initiatives to improve
operating performance. The program, which is expected to continue
6
through 2003, includes the redesign of our distribution system, headcount
reductions, the transfer of production between manufacturing facilities and a
reevaluation of our product offerings.
As a part of the program, the Company recorded restructuring and other
special charges of $0.4 million during the first quarter of 2003. A summary of
this charge is as follows:
Balance at Charge to Cash Non-Cash Balance at
December 31, 2002 Operations Payments Write-off March 31, 2003
----------------- ---------- -------- --------- --------------
Workforce related $475 $233 $(378) $-- $330
Facility consolidations 162 139 (138) -- 163
Asset write-down -- 46 -- (46) --
------- ------- ---------- -------- -------
Total $637 $418 $(516) $(46) $493
======= ======= ========== ======== =======
The workforce-related charge reflects the elimination of 15 salaried
and hourly positions within the OEM and aftermarket segments during 2003. Cash
payments are expected to continue through the end of 2003.
The facility consolidation charges represent inventory and machinery
movement, lease termination and facility exit expenses associated with the
closure of one Automotive and Light Truck segment branch facility as part of the
redesign of the Company's distribution system and two Heavy Duty Aftermarket
manufacturing plants. Cash payments are expected to continue through 2003 as a
result of costs associated with idle facilities.
NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"), which provides the accounting requirements
for retirement obligations associated with tangible long-lived assets. This
Statement requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. This Statement was
effective for the Company on January 1, 2003. The adoption of SFAS 143 did not
have a material impact on the Company's consolidated results of operations,
financial position or cash flows.
In September 2002, SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" ("SFAS 146") was issued. This statement provides
guidance on the recognition and measurement of liabilities associated with
disposal and exit activities, including restructuring, and was effective for the
Company on January 1, 2003. SFAS 146 requires that certain exit or disposal
costs be recorded as operating expenses when incurred as opposed to being
accrued at the time there is a commitment to an exit plan as required by EIFT
Issue 94-3. The restructuring activities initiated in 2003 have been accounted
for in accordance with SFAS 146.
During December 2002, the FASB issued Statement No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure" ("SFAS 148") which
amends SFAS No. 123 "Accounting for Stock-Based Compensation" to provide
alternative methods for determining compensation expense and amends quarterly
and annual disclosure requirements. The Company has adopted the disclosure
provisions in its year-end and interim reporting.
7
NOTE 6 - INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted (loss)
income per share:
(in thousands, except per share data)
Three Months
Ended March 31,
---------------------------------
2003 2002
--------------- ---------------
Numerator:
(Loss) income before cumulative effect of accounting change $ (4,335) $ 3,756
Deduct preferred stock dividend 16 23
--------------- ---------------
(Loss) income before cumulative effect of accounting change (attributable)
available to common stockholders -- basic (4,351) 3,733
Cumulative effect of accounting change, net of tax -- (4,671)
--------------- ---------------
Net loss attributable to common stockholders -- basic $ (4,351) $ (938)
=============== ===============
(Loss) income before cumulative effect of accounting change (attributable)
available to common shareholders ? basic $ (4,351) $3,733
Add back preferred stock dividend -- 23
--------------- ---------------
(Loss) income before cumulative effect of accounting change (4,351) 3,756
Cumulative effect of accounting change, net of tax -- (4,671)
--------------- ---------------
Net loss attributable to common stockholders - diluted $ (4,351) $ (915)
=============== ===============
Denominator:
Weighted average common shares -- basic 7,106 6,982
Dilutive effect of Series B preferred stock -- 154
Dilutive effect of stock options -- 26
--------------- ---------------
Adjusted weighted average common shares and equivalents -- diluted 7,106 7,162
=============== ===============
Basic (loss) income per common share:
Before cumulative effect of accounting change $(0.61) $ 0.54
Cumulative effect of accounting change -- (0.67)
--------------- ---------------
Net loss per common share $(0.61) $ (0.13)
=============== ===============
Diluted (loss) income per common share:
Before cumulative effect of accounting change $(0.61) $ 0.52
Cumulative effect of accounting change -- (0.65)
--------------- ---------------
Net loss per common share $(0.61) $ (0.13)
=============== ===============
The weighted average basic common shares outstanding was used in the
calculation of the diluted loss per common share for the three months ended
March 31, 2003 as the use of weighted average diluted common shares outstanding
would have an anti-dilutive effect on loss per share from operations for the
period.
Certain options to purchase common stock were outstanding during the
three months ended March 31, 2003 and 2002, but were not included in the
computation of diluted loss per share because their exercise prices were greater
than the average market price of common shares for the period. The anti-dilutive
options outstanding and their exercise prices are as follows:
Three Months Ended March 31,
-----------------------------------------------
2003 2002
--------------------- ---------------------
Options outstanding 83,800 91,300
Range of exercise prices $5.50 - $11.75 $5.50 - $11.75
8
NOTE 7 - BUSINESS SEGMENT DATA
The Company is organized into two strategic business groups ("SBG")
based on the type of customer served -- Automotive and Light Truck, and Heavy
Duty. The Automotive and Light Truck SBG is comprised of a heat exchange unit
and a temperature control products unit, both serving the aftermarket. The Heavy
Duty SBG consists of an OEM and Aftermarket unit, both serving the heavy duty
marketplace. Prior year results have been reclassified to reflect the current
year classification of expenses. The table below sets forth information about
the reported segments:
Three Months
Ended March 31,
--------------------------
2003 2002
------------- ------------
Trade sales:
Automotive and Light Truck $39,096 $35,404
Heavy Duty 13,604 15,558
Intersegment transfers:
Automotive and Light Truck 855 888
Heavy Duty -- --
Eliminations (855) (888)
------------- ------------
Total sales $52,700 $50,962
============= ============
Operating (loss) income:
Automotive and Light Truck $ (632) $2,198
Restructuring and other special charges (60) (16)
------------- ------------
Automotive and Light Truck total (692) 2,182
------------- ------------
Heavy Duty (1,350) 78
Restructuring and other special charges (358) (51)
------------- ------------
Heavy Duty total (1,708) 27
------------- ------------
Corporate expenses (1,489) (1,288)
------------- ------------
Total operating (loss) income $ (3,889) $ 921
============= ============
NOTE 8 - SALE OF BUILDING
On May 1, 2003, the Company completed the sale of its headquarters
facility in New Haven, Connecticut. In conjunction with the sale, the Company
entered into a six-year lease for the office, test lab and tube mill space,
which it currently occupies. The proceeds from the sale were used to repay the
$5.0 million outstanding balance of the Industrial Revenue Bond ("IRB") on the
facility. In the balance sheet at March 31, 2003, the net book value of the land
and building has been classified as a current asset and the amount of the IRB
outstanding as a current liability.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
QUARTER ENDED MARCH 31, 2003 VERSUS QUARTER ENDED MARCH 31, 2002
Sales for the first quarter of 2003 of $52.7 million were $1.7 million
or 3.4% above last year. The Automotive and Light Truck segment had sales of
$39.1 million, which were $3.7 million or 10.4% above 2002. Heat Exchange
product sales were 7.5% higher in the first quarter of 2003 reflecting the
impact of customers added during 2002 as well as the Fedco Automotive Components
Company ("Fedco") acquisition. The first quarter of 2002 had benefited from
program initiations by several major customers which had been postponed from the
fourth quarter of 2001, product line extensions by several major customers, as
well as improved underlying sell through of our heat exchange products. In
addition, temperature control product sales were up 28.3% due to significant
growth with many of the new customers added in 2002 as well as the addition of
new business in 2003. Heavy Duty segment sales in the first quarter of 2003 were
$13.6 million, $2.0 million or 12.6% below last year. The year-over-year decline
was primarily attributable to continued softness in both the Heavy Duty
Aftermarket and Original Equipment markets as well as lower sales to Kenworth
during the restart of the Class 8 heavy duty radiator program.
Gross margin, as a percentage of sales, was 13.6% versus 18.8% in the
first quarter last year. The decline in gross margin was the result of
production cutbacks, which the Company instituted in our Automotive and Light
Truck segment in the fourth quarter of 2002, in order to bring inventory levels
more in line with expected demand at that time. These cutbacks resulted in a
higher actual inventory cost at the end of fiscal 2002 and have translated into
a $2.6 million reduction in margin and profit levels during the first quarter of
2003 as the products were sold. Gross margins are anticipated to improve
throughout the remainder of 2003 as a result of continuing cost reduction
initiatives, integrating the Fedco acquisition, fully utilizing the Company's
new aluminum tube mill, continuing the rationalization of "make versus buy"
strategies on product sourcing and increasing internal production of aluminum
cores.
Selling, general and administrative expenses increased as a percentage
of sales to 20.2% from 16.9% in the first quarter of 2002, primarily due to our
continued investment in major systems improvements, as well as the amortization
of prior period system development costs. The increase also reflects operating
expenses of Fedco prior to the completion of the integration program. As of
April 1, 2003, all of Fedco's customer service and administrative functions had
been consolidated into existing functions in New Haven.
During the first quarter of 2003, the Company announced the closure of
two regional Heavy Duty Aftermarket manufacturing plants in North Kansas City,
Missouri and Phoenix, Arizona and the closure of the Charlotte, North Carolina
branch. Restructuring charges of $0.4 million represent severance and stay pay
provisions earned during the quarter as well as other costs associated with the
facility closures. These closures mark the completion of the $7 million program
announced in the third quarter of 2001. While actions that comprised the program
have been essentially completed, restructuring charges will be reported
throughout the remainder of 2003 as the costs associated with these actions are
incurred.
Interest costs were 3.8% higher than last year as higher average debt
levels more than offset the impact of lower interest rates. Average rates on our
revolving credit facility were 4.25% for the first quarter of 2003 versus 6.25%
for the same period last year.
The effective tax rate in both 2003 and 2002 reflects only a state and
foreign provision as the reversal of the deferred tax valuation allowance will
offset any federal tax provision. During March 2002, tax
10
legislation was enacted, which included a provision that allows pre-tax losses
incurred in 2001 and 2002 to be carried back for a period of five years instead
of two years. As a result, the Company recorded a tax benefit in the first
quarter of 2002 of $3.8 million, which reflects a reduction in the deferred tax
valuation allowance.
In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), which requires that goodwill and certain other
intangible assets having indefinite lives no longer be amortized to earnings,
but instead be subject to periodic testing for impairment. Intangible assets
determined to have definitive lives will continue to be amortized over their
useful lives. As this statement was effective for years beginning after December
15, 2001, the Company adopted SFAS 142 in the first quarter of 2002. As a result
of applying the tests included in SFAS 142, the Company determined that there
was a transitional impairment loss relating to the valuation of the goodwill
recorded by its Automotive and Light Truck segment. The cumulative effect of
this change in accounting principle, in the amount of $4.7 million, was expensed
in the consolidated results of operations in the first quarter of 2002. This
write-off had no impact on cash flow from operations.
Loss before the cumulative effect of the accounting change was $4.3
million, or $0.61 per basic and diluted share in 2003 versus income of $3.8
million or $0.54 per basic and $0.52 per diluted share in 2002. The net loss for
the first quarter of 2003 was $4.3 million or $0.61 per basic and diluted share
versus a net loss of $0.9 million or $0.13 per basic and diluted share in 2002.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $4.7 million in the first
quarter of 2003. Accounts receivable levels decreased by $2.0 million as the
Company accelerated the collection of customer receivables utilizing a cost
effective customer-sponsored vendor program administered by a financial
institution. The collection of $4.0 million was accelerated during the quarter
in an effort to offset the continuing trend towards longer customer dating terms
by "blue chip" customers. Inventory levels grew $6.8 million due to higher
anticipated near term sales, the push-out of orders by certain customers and the
Company's efforts to enhance its high level of customer service. Accounts
payable rose by $9.9 million as a result of the growth in inventory levels as
well as our efforts to balance payables with the ongoing shift in customer
receivables mix toward longer payment cycles. During the first three months of
2002, operations used $2.6 million of cash. Accounts receivable in 2002 grew by
$8.6 million due to the higher sales levels and a shift in receivable mix
towards longer payment cycles. This impact was partially offset by a $2.6
million decrease in inventory.
The $0.4 million of capital spending during the first quarter of 2003
was primarily in the Automotive and Light Truck segment. The Company expects
that expenditures for the year will be up to $7.0 million reflecting
expenditures for computer system improvements and to increase our in-house
production capabilities as well as to support expanded capacity at our Buffalo
aluminum heater core facility.
Borrowings under the Company's Revolving Credit Agreement declined by
$3.8 million reflecting the utilization of cash generated by operating
activities. At March 31, 2003, the Company had $2.8 million available for future
borrowings under its Loan Agreement with Congress Financial Corporation.
On May 1, 2003, the Company completed a transaction in which it sold
the New Haven, Connecticut facility and entered into a six-year lease for the
currently occupied office, test facility and tube mill space. The proceeds from
the sale were used to repay the $5.0 million Industrial Revenue Bond on the
facility. The following table containing the Company's outstanding material
contractual obligations as of December 31, 2002, which appeared in the Company's
Annual Report on Form 10-K, has been updated to reflect the
11
Industrial Revenue Bond repayment. There were no other material changes in the
Company's contractual obligations as of March 31, 2003.
Payments Due by Period
------------------------------------------------------------------------------------------
Less Than 1
Type of Obligation Year 2-3 Years 4-5 Years Over 5 Years Total
------------------------------------- -------------- ------------- --------------- ------------------ -----------
Revolving credit facility(1) $ 51,294 $ -- $ -- $ -- $51,294
Term loan 900 2,100 -- -- 3,000
Industrial revenue bond 5,000 -- -- -- 5,000
Capital lease obligations 135 167 -- -- 302
Operating leases 4,000 5,900 3,200 4,121 17,221
-------------- ------------- --------------- ------------------ -----------
Total $ 61,329 $8,167 $3,200 $4,121 $76,817
============== ============= =============== ================== ===========
(1) Borrowings classified as a current liability in the Consolidated Balance
Sheet included in this Report.
The future liquidity and ordinary capital needs of the Company in the
short 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 Automotive and Light Truck business. The Company believes
that, together with borrowings under its current Loan Agreement, its cash flow
from operations will be adequate to meet its anticipated ordinary capital
expenditure and working capital requirements.
CRITICAL ACCOUNTING ESTIMATES
The critical accounting estimates utilized by the Company remain
unchanged from those disclosed in its Annual Report on Form 10-K for the year
ended December 31, 2002.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"), which provides the accounting requirements
for retirement obligations associated with tangible long-lived assets. This
Statement requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. This Statement was
effective for the Company on January 1, 2003. The adoption of SFAS 143 did not
have a material impact on the Company's consolidated results of operations,
financial position or cash flows.
In September 2002, SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" ("SFAS 146") was issued. This statement provides
guidance on the recognition and measurement of liabilities associated with
disposal and exit activities, including restructuring, and was effective for the
Company on January 1, 2003. SFAS 146 requires that certain exit or disposal
costs be recorded as operating expenses when incurred as opposed to being
accrued at the time there is a commitment to an exit plan as required by EIFT
Issue 94-3. The restructuring activities during the first quarter of 2003 were
recorded in accordance with SFAS 146.
During December 2003, the FASB issued Statement No. 148, "Accounting
for Stock-Based Compensation - Transitional and Disclosure" ("SFAS 148") which
amends SFAS No. 123 "Accounting for Stock-Based Compensation" to provide
alternative methods for determining compensation expense and amends quarterly
and annual disclosure requirements. The Company has adopted the disclosure
provisions in its year-end and interim reporting.
12
FORWARD-LOOKING STATEMENTS AND 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has certain exposures to market risk related to changes in
interest rates, foreign currency exchange rates and the price of commodities
used in our manufacturing process. There have been no material changes in market
risk since the filing of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c). In designing and
evaluating the disclosure controls and procedures, management recognizes that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
Within 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and the
Company's Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal
controls subsequent to the date the Company completed its evaluation.
13
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 May 1,
2003, 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.
A vote was taken 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 6,305,997 29,592
William J. Abraham, Jr. 6,306,058 29,531
Philip Wm. Colburn 6,305,363 30,226
Charles E. Johnson 6,325,597 6,992
Paul R. Lederer 6,326,589 9,000
Sharon M. Oster 6,326,521 9,068
F. Alan Smith 6,327,998 7,591
A vote was taken on the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as auditors for the Company for the fiscal year
ending December 31, 2003. The aggregate numbers of shares of Common Stock voted
in person or by proxy were as follows:
For Against Abstain
------------------ ------------ ------------
6,295,506 36,810 3,278
The foregoing proposals are described more fully in the Company's
definitive proxy statement dated March 28, 2003, 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
99.1 Certification of CEO in accordance with Section 906 of the
Sarbanes-Oxley Act.
99.2 Certification of CFO in accordance with Section 906 of the
Sarbanes-Oxley Act.
b) Reports on Form 8-K
The following reports on Form 8-K were filed during the first quarter
of 2003:
14
-- On January 27, 2003, a Form 8-K was filed containing two press
releases as exhibits. The first press release announced that a
webcast interview with Transpro CEO Charles Johnson would be
featured on WallStreetReporter.com. The second press release
announced that Transpro had signed a Consent Agreement with the
State of Connecticut Department of Environmental Protection.
-- On January 29, 2003, a Form 8-K was filed containing as an
exhibit a press release announcing a plan to consolidate heater
core capabilities as a result of the acquisition of Fedco
Automotive Components Company.
-- On February 26, 2003, a Form 8-K was filed containing as an
exhibit a press release announcing the fourth quarter and
year-end 2002 results.
-- On March 28, 2003, a Form 8-K was filed containing as an
exhibit a press release announcing that during the first
quarter of 2003, the Company had or would be closing two
manufacturing plants and one sales branch as part of the
restructuring program announced in October 2001.
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, 2003 By: /s/ Charles E. Johnson
----------------------------------------
Charles E. Johnson
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 2003 By: /s/ Richard A. Wisot
----------------------------------------
Richard A. Wisot
Vice President, Treasurer, Secretary,
and Chief Financial Officer (Principal
Financial and Accounting Officer)
15
CERTIFICATIONS
I, Charles E. Johnson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Transpro, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003 /s/ Charles E. Johnson
-------------------------------------------------
Charles E. Johnson
President and Chief Executive Officer (Principal
Executive Officer)
16
I, Richard A. Wisot, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Transpro, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 12, 2003 /s/ Richard A. Wisot
-----------------------------------------
Richard A. Wisot
Vice President, Treasurer, Secretary, and
Chief Financial Officer (Principal
Financial and Accounting Officer)
17