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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission file number 1-13894
A. Full title of the Plan and the address of the Plan, if different from that
of issuer named below:
TRANSPRO, INC. 401(K) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
TRANSPRO, INC.
100 GANDO DRIVE
NEW HAVEN, CONNECTICUT 06513
Page 1 of 15
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Transpro, Inc. 401(k) Savings Plan (the "Plan")
Audited financial statements and schedules for the Plan prepared in
accordance with the financial reporting requirements of the Employee
Retirement Income Security Act of 1974, as amended, are filed herewith
in lieu of an audited statement of financial condition and statement
of income and changes in plan equity.
PAGE
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Report of Independent Registered Public Accounting Firm 6
Financial Statements:
Statements of Net Assets Available for Benefits
At December 31, 2003 and 2002 7
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2003 and 2002 8
Notes to Financial Statements 9-13
Supplemental Schedule:
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Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets
(Held at End of Year) 14
All other schedules are omitted as not applicable or not required.
Exhibit
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23. Consent of Independent Registered Public Accounting Firm 15
2
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
Transpro, Inc. 401(k) Savings Plan
By: /s/ Richard A. Wisot
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Richard A. Wisot
Vice President, Chief Financial Officer,
Treasurer and Secretary
Transpro, Inc.
June 24, 2004
3
TRANSPRO, INC. 401(K)
SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
TRANSPRO, INC. 401(K) SAVINGS PLAN
CONTENTS
DECEMBER 31, 2003 AND 2002
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PAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.......................6
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits...............................7
Statements of Changes in Net Assets Available for Benefits....................8
Notes to Financial Statements..............................................9-13
SUPPLEMENTAL SCHEDULE
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets
(Held at End of Year)......................................................14
Note: Other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act ("ERISA") of 1974 have been
omitted because they are not applicable.
5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
Transpro, Inc. 401 (k) Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Transpro, Inc. 401 (k) Savings Plan (the "Plan") at December 31, 2003 and
2002, and the changes in net assets available for benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2003 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopes LLP
Hartford, CT
June 22, 2004
6
TRANSPRO, INC. 401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
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2003 2002
Investments, at fair value $ 13,811,128 $ 12,296,059
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Receivables
Participants' contributions 45,546 37,758
Employer's contributions 14,804 12,178
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Total receivables 60,350 49,936
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Net assets available for benefits $ 13,871,478 $ 12,345,995
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The accompanying notes are an integral part of these financial statements.
7
TRANSPRO, INC. 401(K) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2003 AND 2002
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2003 2002
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Investment income
Net appreciation in fair value of investments $1,193,921 $ -
Interest 30,625 36,055
Dividends 288,514 334,540
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Total investment income 1,513,060 370,595
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Contributions
Participants' 1,463,532 1,387,456
Employer's 450,659 416,737
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Total contributions 1,914,191 1,804,193
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Total additions 3,427,251 2,174,788
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Net depreciation in fair value of investments - 807,261
Benefits paid to participants 1,893,400 1,250,280
Administrative expenses 8,368 8,525
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Total deductions 1,901,768 2,066,066
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Net increase 1,525,483 108,722
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 12,345,995 12,237,273
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End of year $ 13,871,478 $ 12,345,995
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The accompanying notes are an integral part of these financial statements.
8
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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1. DESCRIPTION OF THE PLAN
The Transpro, Inc. 401(k) Savings Plan (the "Plan") is a defined
contribution plan established for the benefit of non-union, and certain
union employees of Transpro, Inc. (the "Company") and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan sponsored by the Company. All
non-union employees employed by the GO/DAN Industries Inc. ("GDI")
subsidiary and G&O Manufacturing Co. Inc, subsidiary ("G&O") of the
Company are entitled to participate in the Plan after they become
eligible employees, as defined by the Plan. Union employees of GDI and
G&O that are included in an eligible bargaining unit, as defined in each
respective bargaining agreement, are entitled to participate in the Plan
after they become eligible employees, as defined by the Plan.
To become eligible to participate in the Plan, an employee must complete
three months of eligible service and be 20-1/2 years of age or older.
CONTRIBUTIONS
For the plan years ended December 31, 2003 and 2002, nonhighly and highly
compensated participants were allowed to contribute up to the lesser of
15 percent and 12 percent of pretax compensation, as defined in the Plan,
respectively, subject to annual limitations imposed by the Internal
Revenue Code ("IRC"). Participants may also contribute amounts
representing distributions from other qualified plans. Participants may
direct the investment of their contributions into various options offered
by the Plan. The Plan currently offers 11 mutual funds, a collective
trust fund and a Transpro, Inc. common stock fund as investment options
for participants.
The Plan provides for automatic enrollment for all eligible employees
upon meeting the age and service requirements as defined in the Plan.
Unless otherwise directed by the employee, upon meeting the eligibility
requirements, the compensation of the employee will be automatically
reduced by 3 percent (2 percent with respect to eligible employees of
GDI), effective with the first pay period that includes the first of the
month immediately following the month in which the employee meets the
Plan's eligibility requirements. Unless a participant affirmatively
directs otherwise, amounts contributed to the Plan under this provision
will be invested in the Merrill Lynch Retirement Preservation Trust.
The Plan provides that for those participants employed at GDI and for
certain existing non-union employees of G&O, and all non-union employees
of G&O that were hired on or after January 1, 2001, the Company will
contribute an amount equal to 100 percent of the participant's
contribution up to 2 percent of the participant's gross pay. Effective
November 15, 2003, all non-union employees of G&O hired prior to January
1, 2001 receive a Company matching contribution in an amount equal to 100
percent of the participant's contribution up to 2 percent of the
participant's gross pay. For all union employees of G&O the Company
contributes 25 percent of the first 1 percent of the participant's
contribution, plus 25 percent of the second 1 percent of the
participant's contribution, plus 50 percent of the third 1 percent of the
participant's contribution, with a maximum match of $1,200 per year.
Prior to November 15, 2003, all non-union employees of G&O hired prior to
January 1, 2001 received a Company matching contribution using the same
formula as the union employees of G&O.
9
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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PARTICIPANT ACCOUNTS
The account of each participant reflects a separate record of participant
and Company contributions, withdrawals, loans, administrative expenses,
investment earnings and gains and losses. Allocations of net investment
gains and losses, interest and dividend income, and administrative
expenses are based upon participant account balances, as described in the
Plan document. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
VESTING
All participants are immediately vested in their contributions plus
actual earnings thereon.
All participants employed at G&O are immediately fully vested in Company
matching contributions and related earnings thereon. All participants
employed at GDI become vested in Company matching contributions and
related earnings thereon at a rate of 50 percent for each whole year of
service and are 100 percent vested after two years of credited service.
All participants become fully vested in Company matching contributions
and related earnings thereon upon attaining normal retirement age or if
employment terminates as a result of death, disability or early
retirement.
Forfeited nonvested accounts are first applied to pay expenses under the
Plan that would otherwise be paid by the employer. Remaining forfeitures,
if any, are deemed to be employer contributions and allocated to
participants.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive a single
lump-sum distribution equal to the value of the participant's vested
balance in his or her account. In the event that a participant terminates
employment before attaining age 65, and the participant's vested account
balance has never exceeded $5,000, the entire vested account shall be
payable in a single lump-sum. If the participant's vested account balance
has been greater than $5,000 at any time, the participant can elect to
either receive his or her vested account balance in a single lump-sum
distribution or defer distribution until he or she reaches age 65, or the
current IRC limit of 70-1/2.
WITHDRAWALS AND LOANS
A participant may withdraw all or any portion of his or her
contributions, subject to proof of financial hardship due to an immediate
and significant financial need as further described in the Plan document.
The determination of financial hardship and the amount to be withdrawn is
made by the Plan administrator in accordance with nondiscrimination
standards applied uniformly to all participants similarly situated.
Participants may borrow from their fund accounts up to a maximum equal to
the lesser of $50,000 or 50% of their vested account balance. Loan
transactions are treated as transfers between the investment fund and the
Participant loan fund. Loan terms range from one to five years or up to
30 years for the purchase of a primary residence. The loans are
collateralized by the balance in the participant's account and bear a
reasonable rate of interest, as determined by the Plan administrator.
Interest rates on loans outstanding at December 31, 2003 range from 5
percent to 10-1/2 percent. Principal and interest are paid in level
payments not less frequently than quarterly, through payroll deductions.
10
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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2. SUMMARY OF ACCOUNTING POLICIES
The following is a summary of the significant accounting policies:
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
PLAN EXPENSES
General administrative expenses are offset by forfeitures of nonvested
accounts, with any expenses in excess of the forfeitures being paid by
the Company. Administrative expenses were reduced by $0 and $851 for the
years ended December 31, 2003 and 2002, respectively, from such
forfeitures. Non-allocated forfeitures were $6,371 and $0 at December 31,
2003 and 2002, respectively. The Company incurred expenses of
approximately $45,000 and $38,000, for the plan years ended December 31,
2003 and 2002, respectively, which were not charged to the Plan. Loan
recordkeeping and other miscellaneous expenses are charged to the Plan.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of mutual funds
are valued at quoted market prices, which represent the net asset value
of shares held by the Plan at year-end. The Company common stock fund is
valued at its quoted market price at year-end. The collective trust fund
is valued at cost, which approximates fair value. Loans to participants
are valued at the balance of amounts due, plus accrued interest thereon,
which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
The Plan presents in the statements of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or (losses), and the
unrealized appreciation (depreciation) on those investments.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the Plan administrator to make estimates and assumptions that affect the
reported amounts of net assets available for benefits at the dates of the
financial statements and the changes in net assets available for benefits
during the reporting periods, and when applicable, disclosures of
contingent assets and liabilities at the dates of the financial
statements. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
mutual funds, a Transpro, Inc. common stock fund, and a collective trust
fund. Investment securities are exposed to various risks, such as
interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect participants' account balances and the amounts reported
in the statements of net assets available for benefits.
11
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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3. INVESTMENTS
The following table presents the value of investments that represent 5
percent or more of the Plan's net assets at December 31, 2003 and 2002:
2003 2002
Merrill Lynch Retirement Preservation Trust $5,054,664 $4,838,308
Merrill Lynch S&P 500 Index Fund 3,348,277 2,730,174
Van Kampen American Value Fund 1,745,084 1,262,288
Merrill Lynch Bond Fund 1,078,589 *
Transpro, Inc. common stock 963,738 1,052,668
Mercury Total Return Bond Fund ** 1,214,716
* Investment value not presented as individual investment does not
represent 5 percent or more of net assets available for benefits at
December 31, 2002.
**Investment value not presented as individual investment does not
represent 5 percent or more of net assets available for benefits at
December 31, 2003.
During 2003 and 2002, the Plan's investments (including gains and
(losses) on investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
2003 2002
Mutual funds $1,461,229 $(1,278,171)
Transpro, Inc. common stock (267,308) 470,910
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Net appreciation (depreciation)
in investments $1,193,921 $ (807,261)
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4. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated January 28, 2002, that the Plan is designed in accordance
with the applicable sections of the IRC. The Plan has been amended since
receiving the determination letter. However, the plan administrator
believes that the Plan, as amended, is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
5. RELATED PARTY TRANSACTIONS
Merrill Lynch is the trustee and custodian as defined in the Plan
document, and, therefore, transactions in the Merrill Lynch accounts
qualify as party-in-interest transactions. Fees paid by the Plan to
Merrill Lynch for loan recordkeeping fees and other miscellaneous
expenses for the plan years ended December 31, 2003 and 2002 were $8,368
and $8,525, respectively.
12
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan, subject to the provisions of ERISA. In the event of
Plan termination, participants will immediately become 100 percent vested
in the Company matching contributions and related earnings thereon in
their accounts.
13
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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(C) DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
(B) IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, (E) CURRENT
(A) LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE (D) COST VALUE
Common Stock:
* Transpro, Inc. Common stock, 230,009 shares $ 1,210,976 $ 963,738
Mutual Funds:
Merrill Lynch Trust Company:
* Merrill Lynch Bond Fund Mutual fund, 92,030 shares 1,028,338 1,078,589
* Merrill Lynch Fundamental Growth Fund Mutual fund, 21, 106 shares 281,086 342,967
* Dreyfus Premier Worldwide Growth Fund Mutual fund, 1,084 shares 28,556 34,603
* Van Kampen American Value Fund Mutual fund, 82,006 shares 1,268,691 1,745,084
* Van Kampen Emerging Growth Fund Mutual fund, 8,530 shares 255,856 308,203
* Merrill Lynch Equity Income Fund Mutual fund, 10,429 shares 110,184 131,197
* Merrill Lynch S&P 500 Index Fund Mutual fund, 245,475 shares 2,691,914 3,348,277
* Merrill Lynch International Index Fund Mutual fund, 2,120 shares 15,731 20,328
* Lord Abbett Developing Growth Fund Mutual fund, 3,477 shares 44,271 51,813
* Alliance Premier Growth Fund Mutual fund, 2,574 shares 36,836 43,403
* Ivy International Fund Mutual fund, 10,462 shares 174,857 215,941
* Merrill Lynch Trust Company Cash 3,326 3,326
Collective Trust:
Merrill Lynch Trust Company:
* Merrill Lynch Retirement Preservation Trust 5,054,664 shares 5,054,664 5,054,664
* Participant loans Loans to participants collateralized by
their accounts.
Repayment terms range up to thirty years.
Interest rates in effect during period
5 percent - 10-1/2 percent. - 468,995
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$13,811,128
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* Denotes party-in-interest
14