1
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, 2001
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
May 11, 2001 was 6,580,635.
Exhibit Index is on page 14 of this report.
Page 1 of 15
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INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations for the Three Months Ended
March 31, 2001 and 2000. 3
Condensed Consolidated Statements of Comprehensive Loss for the Three Months
Ended March 31, 2001 and 2000 4
Condensed Consolidated Balance Sheets at March 31, 2001 and December 31,
2000. 5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2001 and 2000. 6
Notes to Condensed Consolidated Financial Statements. 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations. 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 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
2
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) THREE MONTHS ENDED
(Amounts in thousands, except per share amounts) MARCH 31,
------------------------------------------------ ---------
2001 2000
---- ----
Sales $ 45,563 $ 48,430
Cost of Sales 37,508 38,741
-------- --------
Gross Margin 8,055 9,689
Selling, General and Administrative Expenses 11,352 11,739
-------- --------
Loss from Continuing Operations Before Plant Closure Costs, Interest, Taxes
and Extraordinary Item (3,297) (2,050)
Plant Closure Costs -- 795
-------- --------
Loss From Continuing Operations Before Interest, Taxes and Extraordinary Item (3,297) (2,845)
Interest Expense, Net 1,171 1,335
-------- --------
Loss From Continuing Operations Before Taxes and Extraordinary Item (4,468) (4,180)
Income Tax Benefit (1,260) (1,519)
-------- --------
Loss From Continuing Operations Before Extraordinary Item (3,208) (2,661)
Income From Discontinued Operations, Net of Tax -- 440
-------- --------
Loss Before Extraordinary Item (3,208) (2,221)
Loss on Debt Extinguishment, Net of Tax (380) --
-------- --------
Net Loss $ (3,588) $ (2,221)
-------- --------
Loss from Continuing Operations Per Common Share:
Basic and Diluted $ (0.49) $ (0.41)
Earnings from Discontinued Operations Per Common Share:
Basic and Diluted $ -- $ 0.07
Loss on Debt Extinguishment Per Common Share
Basic and Diluted $ (0.06) --
-------- --------
Net Loss per Common Share:
Basic and Diluted $ (0.55) $ (0.34)
======== ========
Average Common Shares Outstanding
Basic and Diluted 6,579 6,573
======== ========
The accompanying notes are an integral part of these statements.
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4
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(Amounts in thousands)
Three Months Ended
March 31,
-----------------------
2001 2000
-------- -------=
Net loss $ (3,588) $ (2,221)
Other comprehensive loss, net of tax:
Foreign currency translation -- --
Minimum pension liability -- --
-------- --------
Comprehensive loss $ (3,588) $ (2,221)
======== ========
The accompanying notes are an integral part of these statements.
5
TRANSPRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data) MARCH 31, DECEMBER 31,
ASSETS 2001 2000
------ ---- ----
(Unaudited)
Current Assets:
Cash and Cash Equivalents $ -- $ 172
Accounts Receivable (Less Allowances of $2,969 and $2,698) 31,155 34,154
Inventories, Net:
Raw Materials 23,047 21,350
Work in Process 2,013 2,391
Finished Goods 49,199 51,545
--------- ---------
Total Inventories 74,259 75,286
--------- ---------
Deferred Income Tax Benefit 8,741 5,703
Other Current Assets 3,600 4,890
--------- ---------
Total Current Assets 117,755 120,205
--------- ---------
Property, Plant and Equipment 81,150 80,567
Less Accumulated Depreciation (55,212) (53,856)
--------- ---------
Net Property, Plant and Equipment 25,938 26,711
--------- ---------
Goodwill (Net of Amortization of $1,230 and $1,130) 6,769 6,869
Other Assets 2,438 2,478
========= =========
Total Assets $ 152,900 $ 156,263
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Revolving Credit Debt and Current Portion of Long-Term Debt $ 35,423 $ 39,680
Accounts Payable 20,530 21,972
Accrued Expenses 5,907 6,904
Accrued Insurance 2,558 2,446
Accrued Salaries and Wages 3,577 2,910
Accrued Taxes 1,381 1,142
--------- ---------
Total Current Liabilities 69,376 75,054
--------- ---------
Long-Term Liabilities:
Long-Term Debt, Net of Current Portion 8,267 4,658
Retirement and Post-Retirement Obligations 3,850 3,867
Deferred Income Taxes 3,404 926
Other Liabilities 213 281
--------- ---------
Total Liabilities 85,110 84,786
--------- ---------
Commitments and contingent liabilities
Stockholders' Equity:
Preferred Stock, $0.01 Par Value: Authorized 2,500,000 Shares;
Issued and Outstanding as Follows:
Series A Junior Participating Preferred Stock, $0.01 Par Value
Authorized: 200,000 Shares; Issued and Outstanding: None at March 31, 2001 -- --
and December 31, 2000
Series B Convertible Preferred Stock, $0.01 Par Value
Authorized: 30,000 Shares; Issued and Outstanding; 30,000 Shares at March 31,
2001 and December 31, 2000; (Liquidation Preference $3,000 at March 31, 2001
and December 31, 2000)
Common Stock, $0.01 Par Value: Authorized 17,500,000 Shares:
6,652,746 Shares Issued at March 31, 2001 and 6,662,446 at December 31, 2000
6,580,635 Shares Outstanding at March 31, 2001 and 6,590,335 at December 31, 2000 66 66
Paid-in Capital 54,944 55,019
Unearned Compensation (8) (21)
Retained Earnings 13,099 16,724
Accumulated Other Comprehensive Loss (285) (285)
Treasury Stock, at Cost:
72,111 Shares at March 31, 2001 and December 31, 2000 (26) (26)
--------- ---------
Total Stockholders' Equity 67,790 71,477
--------- ---------
Total Liabilities and Stockholders' Equity $ 152,900 $ 156,263
========= =========
The accompanying notes are an integral part of these statements.
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TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) THREE MONTHS ENDED
(Amounts in thousands) MARCH 31,
---------------------- ---------
2001 2000
---- ----
Cash Flows from Operating Activities:
Net Loss $(3,588) $(2,221)
------- -------
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating
Activities:
Depreciation and Amortization 1,525 1,615
Deferred Tax Benefit 560 (50)
Provision for Losses - Accounts Receivable 273 79
Extraordinary Item 529 --
------- -------
Total Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operating
Activities 1,767 1,644
------- -------
Changes in Operating Assets and Liabilities
Accounts Receivable 2,726 (3,050)
Inventories 1,027 (6,430)
Accounts Payable (1,442) 7,691
Accrued Expenses (16) (309)
Net Assets Held for Disposition -- (1,140)
Other 1,183 (996)
------- -------
Total Changes in Operating Assets and Liabilities 3,478 (4,234)
------- -------
Net Cash Provided by (Used in) Operating Activities 1,657 (4,811)
------- -------
Cash Flows from Investing Activities:
Capital Expenditures (583) (1,107)
------- -------
Net Cash Used in Investing Activities (583) (1,107)
------- -------
Cash Flows from Financing Activities:
Dividends Paid -- (364)
Net Borrowings Under Revolving Credit Facility 35,265 --
Borrowings Under Term Loan 4,490 --
Net (Repayments) Borrowings Under Previous Revolving Credit Arrangement (40,042) 6,060
Repayment of Term Loan (120) --
Deferred Debt Costs (839) --
------- -------
Net Cash Provided by (used in) Financing Activities (1,246) 5,696
------- -------
Decrease in Cash and Cash Equivalents (172) (222)
Cash and Cash Equivalents:
Beginning of Period 172 222
------- -------
End of Period $ -- $ --
======= =======
Supplemental Cash Flow Information:
Interest Paid $ 948 $ 1,283
======= =======
Taxes Paid, Net of Refunds $ 79 $ 85
======= =======
Dividends Declared $ 39 --
======= =======
The accompanying notes are an integral part of these statements.
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TRANSPRO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY
TransPro, Inc. (the "Company") is a manufacturer and supplier of heat
transfer components and systems and replacement automotive air conditioning
parts for a variety of Aftermarket and Original Equipment Manufacturing ("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, 2000 filed with the Securities and Exchange Commission on
March 30, 2001, 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. The December
31, 2000 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 - BUSINESS CONSOLIDATION AND CLOSURE COSTS
During the first quarter of 2000, the Company recorded $0.8 million in
closure costs related to actions taken in the Aftermarket Heating and Cooling
Systems segment to close the Houston, Texas regional radiator manufacturing
facility and to consolidate the Santa Fe Springs, California distribution
facility into the existing distribution facility in Memphis, Tennessee. The
manufacturing facility closure plan was initiated to reduce manufacturing costs
and address plant capacity issues at other regional facilities. The distribution
center consolidation plan was initiated to enhance fill rates to customers and
reduce the per unit carrying cost of inventory. These actions resulted in the
termination of 18 manufacturing and eight distribution center employees. A
summary of the associated closure costs is as follows:
(Amounts in thousands)
AMOUNTS CHARGED TO AMOUNTS PAID AND
OPERATIONS THROUGH REVERSED THROUGH AMOUNTS PAID BALANCE REMAINING AT
DECEMBER 31, 2000 DECEMBER 31, 2000 DURING 2001 MARCH 31, 2001
---------------------- ------------------ ----------------- ------------ --------------------
Workforce Related $222 $222 $ -- $ --
Facilities 415 364 51 -
Production Related 127 127 - -
Asset Write Down 31 31 - -
---- ---- ------ ------
TOTAL $795 $744 $ 51 $ --
==== ==== ====== ======
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NOTE 4 - SEGMENT AND BUSINESS INFORMATION
There has been no material change in segment assets since the filing of
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000. The former Specialty Metal Fabrication segment (the "Crown Divisions") is
being accounted for as discontinued operations in the accompanying condensed
consolidated financial statements. Segment data from continuing operations has
been disclosed on a basis consistent with the Form 10-K for the year ended
December 31, 2000.
Aftermarket Heating and Cooling Systems product lines include complete
radiators and radiator cores, heaters, air conditioning condensers, air
conditioning compressors and other air conditioning parts for aftermarket
customers. The OEM Heat Transfer Systems business provides manufactured
specialized heavy-duty equipment radiators, charge air coolers and oil coolers
to original equipment manufacturers.
The table below sets forth information about reported segments, other
than discontinued operations, for the three months ended March 31, 2001 and
2000.
(Unaudited) LOSS FROM
(Amounts in thousands) CONTINUING OPERATIONS BEFORE
INTEREST, TAXES
CONSOLIDATED REVENUES AND EXTRAORDINARY ITEM
--------------------- ----------------------
BUSINESS SEGMENT 2001 2000 2001 2000
---------------- ---- ---- ---- ----
Aftermarket Heating and Cooling Systems $ 38,185 $ 36,755 $ (1,566) $ (1,693)
OEM Heat Transfer Systems 7,378 11,675 (1,436) (118)
Inter-segment revenues:
Aftermarket Heating and Cooling Systems 939 2,464 -- --
OEM Heat Transfer Systems 8 7 -- --
Elimination of Inter-segment Revenues (947) (2,471) -- --
-------- -------- -------- --------
Segment Totals 45,563 48,430 (3,002) (1,811)
Corporate Expenses -- -- (295) (1,034)
-------- -------- -------- --------
Consolidated Totals $ 45,563 $ 48,430 $ (3,297) $ (2,845)
======== ======== ======== ========
NOTE 5 - DISPOSITION OF BUSINESS SEGMENT
Effective May 5, 2000, the Company sold its Crown Divisions to Leggett
& Platt, Incorporated in a transaction valued at $37.5 million, comprised of
$28.6 million in cash and the assumption of $8.9 million in debt. Net proceeds
from the sale were used to reduce outstanding borrowings under the Company's
prior Revolving Credit Agreement. As a result of the transaction, the Specialty
Metal Fabrication segment has been accounted for as a discontinued operation.
Accordingly, the results of operations of the Specialty Metal Fabrication
segment for the first quarter of 2000 are reported as income from discontinued
operations in the accompanying condensed consolidated statements of operations.
8
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NOTE 6 - LOSS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
(Unaudited) THREE MONTHS
(Amounts in thousands, except per share data) ENDED MARCH 31,
2001 2000
------- -------
(LOSS) EARNINGS PER COMMON SHARE COMPUTATION:
Numerator:
Loss from Continuing Operations $(3,208) $(2,661)
Less: Preferred Stock Dividend (37) (19)
------- -------
Loss from Continuing Operations Before Extraordinary Item Attributable
to Common Stockholders - Basic (3,245) (2,680)
Income from Discontinued Operations, Net of Tax -- 440
Loss on Debt Extinguishment, Net of Tax (380) --
------- -------
Net Loss Attributable to Common Stockholders - Basic $(3,625) $(2,240)
======= =======
Denominator:
Weighted Average Common Shares 6,583 6,597
Non-vested Restricted Stock (4) (24)
------- -------
Adjusted Weighted Average Common Shares - Basic and diluted 6,579 6,573
======= =======
Basic Loss Per Common Share:
From Continuing Operations $ (0.49) $ (0.41)
From Discontinued Operations -- 0.07
From Debt Extinguishment (0.06) --
------- -------
Basic Loss Per Common Share $ (0.55) $ (0.34)
------- -------
Diluted Loss Per Common Share:(1)
From Continuing Operations $ (0.49) $ (0.41)
From Discontinued Operations -- 0.07
From Debt Extinguishment (0.06) --
------- -------
Diluted Loss Per Common Share $ (0.55) $ (0.34)
======= =======
(1) 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, 2000 and March 31, 2001 as the use of weighted average diluted common
shares outstanding would have an anti-dilutive effect on loss per share for
the three months ended March 31, 2000 and March 31, 2001.
Certain options to purchase common stock were outstanding during the
three months ended March 31, 2001 and 2000, but were not included in the
computation of diluted loss per share because their exercise prices were greater
than the average market price for the common shares for the period. In addition,
there were 5,000 and 17,000 shares of non-vested restricted stock and 496,000
and 496,000 shares related to the Series B Convertible Preferred Stock excluded
from the 2001 and 2000 diluted calculations, respectively, because they would
have been anti-dilutive due to the loss from continuing operations. The
anti-dilutive options outstanding and their exercise prices are as follows:
THREE MONTHS ENDED MARCH 31,
2001 2000
Options Outstanding 384,776 437,178
Range of Exercise Prices $5.50 - $11.75 $5.88 - $11.75
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NOTE 7 - DEBT
Debt Consisted of the following at:
(Amounts in thousands) MARCH 31, 2001 DECEMBER 31, 2000
---------------------- -------------- -----------------
Current:
Revolving Credit Facility $ 35,265 $ 40,042
Current Portion of Term Loan 900 --
Unamortized Debt Expense (742) (362)
-------- --------
Total Current Debt 35,423 39,680
-------- --------
Long-Term
Term Loan 3,470 --
Industrial Revenue Bonds:
Floating Rate Bond Due 2013 5,000 5,000
Unamortized Debt Expense (203) (342)
-------- --------
Total Long-Term Debt 8,267 4,658
-------- --------
Total Debt $ 43,690 $ 44,338
======== ========
NOTE 8 - SERIES B CONVERTIBLE PREFERRED STOCK
In connection with the acquisition of Evap, Inc., the Company issued
30,000 shares of TransPro, Inc. Series B Convertible Preferred Stock (the
"Series B Preferred Stock"). The Series B Preferred Stock has an initial
liquidation preference of $3.0 million, which is reflected in paid-in capital on
the Company's consolidated balance sheet. There is a potential additional payout
for the Evap acquisition based on the earnings performance of the Evap business
for the period January 1, 1999 through December 31, 2000 that will take the form
of an increase in the liquidation preference of the Series B Preferred Stock.
Increases to the liquidation preference of the Series B Preferred Stock, if any,
are effective as of April 1, 2000 and April 1, 2001 based upon the additional
payout related to the earnings of the Evap business for the prior calendar year.
The Series B Preferred Stock is non-transferable and is entitled to cumulative
dividends of 2% per annum during the first year after acquisition, 3.5% per
annum during the second year and 5.0% per annum thereafter. The Series B
Preferred Stock is convertible into TransPro common stock at the rate of 50% on
the third anniversary of the acquisition, an additional 25% on the fourth
anniversary and the remaining 25% on the fifth anniversary; it is redeemable
after the fifth anniversary at the liquidation preference at the time of
redemption. The Series B Preferred Stock is convertible into TransPro common
stock based upon the liquidation preference and the market value of TransPro
common stock at the time of conversion, as further described in the purchase
agreement. The aggregate number of shares of TransPro common stock to be issued
upon conversion of all the Series B Preferred Stock may not exceed 7% of the
total number of shares of TransPro common stock outstanding, after giving effect
to the conversion, as further described in the purchase agreement. The average
market value of the TransPro common stock in excess of the 7% limitation, if
any, will be paid in cash. The holder of the Series B Preferred Stock has
disputed the Company's calculation of the initial payout amount and, on March
27, 2001, submitted the dispute for binding arbitration under the provisions of
Evap stock purchase agreement.
NOTE 9 - IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"),
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
hedging contracts. In June 1999, the FASB issued Statement of Financial
Accounting Standards No. 137 ("SFAS No. 137"), "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB No.
133" deferring the effective date of SFAS No. 133 to all fiscal quarters of all
fiscal years beginning after June 15, 2000. In June 2000, the FASB issued
Statement of Financial Accounting Standards No. 138 ("SFAS No. 138"),
"Accounting for Certain Derivative Instruments and Certain Hedging Activities"
to amend SFAS No. 133. SFAS No. 138 is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000. The Company adopted SFAS No. 133 as
amended, on January 1, 2001. The adoption had no effect on the Company's
condensed consolidated financial statements.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
QUARTER ENDED MARCH 31, 2001 VERSUS QUARTER ENDED MARCH 31, 2000
Net sales from continuing operations for the first quarter of 2001
decreased $2.8 million, or 5.9%, to $45.6 million compared with $48.4 million in
the first quarter of 2000. Sales in the Aftermarket Heating and Cooling Systems
business increased $1.4 million, or 3.9%, from the comparable 2000 quarter.
Higher unit sales of radiators were the primary reason for the sales increase.
The Company's large retail customers accounted for the largest portion of the
volume increase. Sales in the OEM Heat Transfer Systems business declined by
$4.3 million compared with the 2000 first quarter due primarily to the decline
in the heavy-duty truck market. The softening market in the specialty vehicle
category also contributed to the decline.
Consolidated first quarter 2001 gross margins from continuing
operations were $8.1 million compared with $9.7 million in the first quarter of
2000. First quarter 2001 gross margins reflect lower margins in the Aftermarket
Heating and Cooling Systems segment primarily as a result of planned actions to
reduce inventory and debt levels. These actions included temporary reductions in
production rates during the quarter that resulted in decreased manufacturing
cost absorption. Pricing activity in response to competitive pressures in the
Aftermarket also negatively affected gross margins in the quarter. In the OEM
Heat Transfer Systems segment, lower sales and production volumes caused by the
weak heavy-duty truck market contributed to the decrease in gross margins.
Selling, general and administrative expenses ("SG&A") declined $0.4
million or 3.3%, primarily as a result of lower personnel costs and lower
professional fees at the corporate level.
Net interest expense decreased $0.2 million in the first quarter of
2001 compared with the first quarter of 2000 due to lower debt levels.
The Company's effective tax rate of 28.2% for the first quarter of 2001
is comprised of the U. S. Federal income tax rate, plus the estimated aggregate
effective rate for state and local income taxes. The rate decreased from the
first quarter 2000 rate of 36.3% due to the higher proportion of foreign income
in the first quarter of 2001 compared with the first quarter of 2000 that is
taxed at rates higher than the U.S. statutory rate coupled with a 100% valuation
allowance on projected state net operating loss carryforwards. The Company
believes it is more likely than not that deferred tax assets will be realized in
the future.
The loss from continuing operations before extraordinary item for the
first quarter of 2001 was $3.2 million, or $0.49 per diluted common share,
compared with a loss from continuing operations of $2.2 million, or $0.33 per
diluted common share, excluding plant closure costs, in the year ago period. In
the first quarter of 2001, the Company reported an after-tax extraordinary
charge of $0.4 million, equivalent to $0.06 per diluted share, related to the
Company's previously announced debt refinancing. In the prior year's first
quarter, the Company reported an after-tax charge of $0.5 million, equivalent to
$0.08 per diluted share, for the closure of the Company's Houston, Texas
regional radiator manufacturing plant and the consolidation of the Company's
Santa Fe Springs, California distribution facility into its Memphis, Tennessee
facility. Including this charge, the loss from continuing operations for the
first quarter of 2000 was $2.7 million, or $0.41 per diluted share. The net loss
for the first quarter of 2001 was $3.6 million, or $0.55 per diluted common
share, compared with a net loss of $2.2 million, or $0.34 per diluted common
share in the first quarter of 2000.
The Company sold its Crown Divisions to Leggett & Platt, Incorporated
on May 5, 2000. As a result of the sale, the Crown Divisions has been accounted
for as a discontinued operation.
11
12
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company entered into a $65 million Loan and Security Agreement (the
"Loan Agreement") on January 4, 2001 with Congress Financial Corporation (New
England), an affiliate of First Union National Bank. The Loan Agreement replaces
the Company's previous $52 million revolving credit arrangement with five
banking institutions.
The Loan Agreement provides for secured borrowings or the issuance of
letters of credit in an aggregate amount not to exceed $65 million and is
comprised of a $60 million Revolving Credit Facility and up to a $5 million Term
Loan. The initial term of the Loan Agreement expires on January 5, 2004, with
annual extensions thereafter at the option of Congress.
The Loan Agreement is collateralized by a blanket first perfected
security interest in substantially all of the Company's assets plus a pledge of
the stock of the Company's subsidiaries. Available borrowings under the
Revolving Credit Facility are determined by a borrowing base consisting of the
Company's eligible accounts receivable and inventory, as adjusted by an advance
rate. In accordance with the provisions of the FASB Emerging Issues Task Force
Issue No. 95-22, "Balance Sheet Classification of Borrowings Outstanding under
Revolving Credit Agreements that include both a Subjective Acceleration Clause
and a Lock Box Arrangement," borrowings under the Revolving Credit Facility are
classified as short term in the condensed consolidated balance sheet. The Term
Loan is payable in 59 consecutive equal monthly installments commencing February
1, 2001, with a balloon payment equal to the unpaid balance of the Term Loan due
at the end of the initial term. As of March 31, 2001, the monthly installments
are $.08 million.
Amounts borrowed under the Loan Agreement bear interest at variable
rates based, at the Company's option, on either the Eurodollar rate plus a
margin of 2.0%, 2.25% or 2.50% depending on the Company's pretax profit
performance, or the First Union National Bank base lending rate. The Loan
Agreement requires the maintenance of $74 million of working capital, excluding
borrowings under the Loan Agreement, and $67.5 million of net worth at all times
and prohibits the payment of common stock dividends.
At March 31, 2001, debt consisted of the following:
(Amounts in thousands)
Current:
Revolving Credit Facility $35,265
Current Portion of Term Loan 900
Unamortized Debt Expense (742)
--------
Total Current Debt $35,423
--------
Long-Term
Term Loan $ 3,470
Industrial Revenue Bonds:
Floating Rate Bond Due 2013 5,000
Unamortized Debt Expense (203)
-------
Total Long-Term Debt 8,267
-------
Total Debt $43,690
=======
At March 31, 2001, outstanding letters of credit totaled $9.8 million and
the borrowing base under the Loan Agreement totaled $48.6 million.
During the first three months of 2001, the Company had positive cash
generation from operating activities of $1.7 million. Depreciation and
amortization amounted to $1.5 million. The deferred tax benefit recognized for
temporary differences between financial statement amounts and tax return amounts
increased $.6 million resulting from the loss from continuing operations during
the first quarter of 2001. Inventory decreased $1.0 million, primarily due to
continued efforts to reduce inventory levels. Accounts receivable decreased $2.7
million reflecting the lower sales volume from continuing operations during the
first quarter of 2001 compared with the fourth quarter of 2000. A net decrease
in accounts payable and accrued expenses required $1.5 million in cash.
Capital spending during the first three months of 2001 totaled $0.6
million. In addition, the Company declared a cash dividend to its preferred
stockholder of $0.04 million. Net borrowings under the Revolving Credit
Facility of the Loan Agreement amounted to $35.3 million in the first quarter of
2001 and borrowings under the Term Loan amounted to $4.5 million. The Company
repaid $40.0 million, representing all of the outstanding borrowings under the
previous revolving credit arrangement. Repayments of the Term Loan amounted to
$0.1 million.
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 Aftermarket Heating and Cooling Systems 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.
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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 commodities. 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, 2000.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of the Company held on May 2,
2001, 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:
NOMINEE FOR AGAINST
------- --- -------
Barry R. Banducci 5,825,002 498,375
William J. Abraham, Jr. 4,802,167 1,521,210
Philip Wm. Colburn 5,824,432 498,945
Charles E. Johnson 5,824,903 498,474
Paul R. Lederer 5,825,002 498,375
Sharon M. Oster 5,824,865 498,512
F. Alan Smith 5,824,570 498,807
A vote was taken at the Annual Meeting on the proposal to ratify the
appointment of PricewaterhouseCoopers LLP as auditors for the Company for the
fiscal year ending December 31, 2001. The aggregate numbers of shares of Common
Stock in person or by proxy which: (a) voted for, (b) voted against or (c)
abstained from the vote upon such proposal were as follows:
FOR AGAINST ABSTAIN
--- ------- -------
6,289,438 8,672 25,267
The foregoing proposals are described more fully in the Company's
definitive proxy statement dated March 29, 2001, 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
b) Reports on Form 8-K
On January 10, 2001, the Company filed a Current Report on Form 8-K
announcing that the Company had entered into a Loan and Security Agreement with
Congress Financial Corporation (New England), an affiliate of First Union Bank.
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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 15, 2001 By: /s/ Charles E. Johnson
Charles E. Johnson
President, Chief Executive Officer
and Director
Date: May 15, 2001 By: /s/ Timothy E. Coyne
Timothy E. Coyne
Vice President, Treasurer, Secretary,
Controller and Chief Financial Officer
(Principal Financial and Accounting
Officer)
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