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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 June 30, 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
August 8, 2003 was 7,106,023. Exhibit Index is on page 17 of this report.
Page 1 of 22
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INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations for
the Three and Six Months Ended June 30, 2003 and 2002 3
Condensed Consolidated Balance Sheets at June 30, 2003
and December 31, 2002 4
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 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 11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 15
Item 4. Controls and Procedures 15
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 18
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) Three Months Six Months
(in thousands, except per share amounts) Ended June 30, Ended June 30,
------------------------ ---------------------------
2003 2002 2003 2002
----------- ----------- ------------ -------------
Net sales $58,302 $ 62,472 $111,002 $113,434
Cost of sales 49,304 49,269 94,813 90,158
---------- -------- --------- ---------
Gross margin 8,998 13,203 16,189 23,276
Selling, general and administrative expenses 9,680 10,496 20,342 19,581
Restructuring and other special charges 540 116 958 183
---------- -------- --------- ---------
Operating (loss) income (1,222) 2,591 (5,111) 3,512
Interest expense 1,063 869 1,912 1,687
---------- -------- --------- ---------
(Loss) income before taxes and cumulative effect of
accounting change (2,285) 1,722 (7,023) 1,825
Income tax (benefit) provision (1,678) 177 (2,081) (3,476)
---------- -------- --------- ---------
(Loss) income before cumulative effect of accounting change (607) 1,545 (4,942) 5,301
Cumulative effect of accounting change, net of tax -- -- -- (4,671)
---------- -------- --------- ---------
Net (loss) income $ (607) $ 1,545 $ (4,942) $ 630
========== ======== ========= =========
Basic (loss) income per common share:
Before cumulative effect of accounting change $(0.09) $ 0.21 $ (0.70) $ 0.75
Cumulative effect of accounting change -- -- -- (0.67)
---------- -------- --------- ---------
Net (loss) income per common share $(0.09) $ 0.21 $ (0.70) $ 0.08
========== ======== ========= =========
Diluted (loss) income per common share:
Before cumulative effect of accounting change $(0.09) $ 0.21 $ (0.70) $ 0.74
Cumulative effect of accounting change -- -- -- (0.65)
---------- -------- --------- ---------
Net (loss) income per common share $(0.09) $ 0.21 $ (0.70) $ 0.09
========== ======== ========= =========
Weighed average common shares -- basic 7,106 6,982 7,106 6,982
-- diluted 7,106 7,230 7,106 7,192
The accompanying notes are an integral part of these statements.
3
TRANSPRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data) June 30, December 31,
ASSETS 2003 2002
--------------- --------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 230 $ 155
Accounts receivable (less allowances of $3,724 and $2,996) 48,193 54,724
Inventories:
Raw material and component parts 19,717 17,814
Work in process 2,894 1,219
Finished goods 54,010 45,594
------------ --------
Total inventories 76,621 64,627
------------ --------
Other current assets 5,542 6,303
------------ --------
Total current assets 130,586 125,809
------------ --------
Property, plant and equipment 66,212 73,630
Accumulated depreciation and amortization 43,521 47,078
------------ --------
Net property, plant and equipment 22,691 26,552
------------ --------
Other assets 8,513 8,605
------------ --------
Total assets $161,790 $160,966
============ ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit debt and current portion of long-term debt $52,396 $ 52,329
Accounts payable 34,469 22,577
Accrued liabilities 15,339 18,096
------------ --------
Total current liabilities 102,204 93,002
------------ --------
Long-term liabilities:
Long-term debt 1,827 7,267
Other long-term liabilities 14,495 12,459
------------ --------
Total long-term liabilities 16,322 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 June
30, 2003 and
December 31, 2002 -- --
Series B convertible preferred stock, $.01 par value: authorized 30,000 shares;
issued and outstanding; -- 12,781 shares at June 30, 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 June 30, 2003 and December 31, 2002; 7,106,023 shares
outstanding at June 30, 2003 and December 31, 2002 71 71
Paid-in capital 55,041 55,041
Accumulated deficit (7,341) (2,367)
Accumulated other comprehensive loss (4,492) (4,492)
Treasury stock, at cost, 41,936 shares at June 30, 2003 and December 31, 2002 (15) (15)
------------ --------
Total stockholders' equity 43,264 48,238
---------
------------
Total liabilities and stockholders' equity $161,790 $160,966
============ =========
The accompanying notes are an integral part of these statements.
4
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Six Months
(Amounts in thousands) Ended June 30,
-------------------------
2003 2002
----------- ---------
Cash flows from operating activities:
Net (loss) income $(4,942) $ 630
Adjustments to reconcile net (loss) income to net cash
provided by (used for) operating activities:
Depreciation and amortization 3,000 2,430
Cumulative effect of accounting change -- 4,671
Provision for uncollectible accounts receivable 787 765
Non-cash restructuring charges 68 --
Gain on sale of building (45) --
Changes in operating assets and liabilities:
Accounts receivable 5,744 24,036)
Inventories (12,002) (1,507)
Accounts payable 11,892 6,981
Accrued expenses (3,029) 3,413
Other 410 1,447
------- --------
Net cash provided by (used for) operating activities 1,883 (5,206)
------- -------
Cash flows from investing activities:
Capital expenditures, net of sales and retirements (1,548) (3,385)
Net proceeds from sale of building 5,178 --
------- -------
Net cash provided by (for) investing activities 3,630 (3,385)
------- -------
Cash flows from financing activities:
Dividends paid (32) (47)
Net borrowings under revolving credit facility 66 9,177
Repayment of Industrial Revenue Bond (5,000) --
Repayments of term loan and capitalized lease obligations (439) (472)
Deferred debt issuance costs (33) (82)
------- -------
Net cash (used for) provided by financing activities (5,438) 8,576
------- -------
Increase (decrease) in cash and cash equivalents 75 (15)
Cash and cash equivalents at beginning of period 155 150
------- -------
Cash and cash equivalents at end of period $ 230 $ 135
======= =======
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 the 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 would have been as follows:
Three Months Six Months
Ended June 30, Ended June 30,
-------------------- -------------------
(in thousands, except per share amounts) 2003 2002 2003 2002
------- ------ ------- ------
Net (loss) income:
As reported $(607) $1,545 $(4,942) $630
Pro forma $(645) $1,451 $(5,044) $442
Basic net (loss) income per common share:
As reported $(0.09) $0.21 $(0.70) $0.08
Pro forma $(0.09) $0.20 $(0.71) $0.06
Diluted net (loss) income per common share:
As reported $(0.09) $0.21 $(0.70) $0.09
Pro forma $(0.09) $0.20 $(0.71) $0.06
NOTE 3 - COMPREHENSIVE (LOSS) INCOME
For the three and six months ended June 30, 2003 and 2002, other
comprehensive (loss) income was comprised of the reported net (loss) income for
the period of $(0.6) million and $(4.9) million in 2003 and $1.5 million and
$0.6 million in 2002, respectively.
6
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 was completed during the second
quarter of 2003, included the redesign of our distribution system, headcount
reductions, the transfer of production between manufacturing facilities and a
re-evaluation of our product offerings and manufacturing capacity. During the
second quarter of 2003, the Company incurred costs at its Mexican facility as a
result of the relocation of copper/brass heater production equipment acquired in
the acquisition of Fedco Automotive Components Company ("Fedco") in December,
2002. In addition, the Company commenced a new program of cost reduction actions
which included the elimination of salaried positions across all Strategic
Business Units. Costs under these programs are expected to continue through the
end of 2003.
During the first half of 2003, the Company recorded restructuring and
other special charges of $1.0 million. A summary of these charges is as follows:
Balance at
December 31, Charge to Cash Non-Cash Balance at
2002 Operations Payments Write-off June 30, 2003
------------- ------------ ----------- ----------- ---------------
Workforce related $475 $563 $ (761) $-- $277
Facility consolidations 162 327 (362) -- 127
Asset write-down -- 68 -- (68) --
------- -------- --------- --------- -------
Total $637 $958 $(1,123) $ (68) $404
======= ======== ========= ========= =======
The workforce-related charge reflects the elimination of 52 salaried
and hourly positions within the Heavy Duty and Automotive and Light Truck
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. In addition, it reflects costs to move equipment acquired
in the Fedco acquisition to our existing facility in Mexico. Cash payments are
expected to continue through 2003.
NOTE 5 - 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. The gain on the sale of the building, of approximately $1.6 million,
will be recognized as income equally over the six-year term of the lease. The
minimum lease obligation under the lease agreement is $0.3 million per year or
$2.0 million for the full term of the lease.
NOTE 6 - 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
7
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 EITF
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 of SFAS No.148 in its year-end and interim reporting.
8
NOTE 7 - 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 Six Months
Ended June 30, Ended June 30,
--------------------- -------------------
2003 2002 2003 2002
-------- -------- -------- --------
Numerator:
(Loss) income before cumulative effect of accounting change $ (607) $ 1,545 $(4,942) $ 5,301
Deduct preferred stock dividend (16) (24) (32) (47)
------- ------- ------- -------
(Loss) income before cumulative effect of accounting change
(attributable) available to common stockholders - basic (623) 1,521 (4,974) 5,254
Cumulative effect of accounting change, net of tax -- -- -- (4,671)
------- ------- ------- -------
Net (loss) income (attributable) available to common
stockholders - basic $ (623) $ 1,521 $(4,974) $ 583
======= ======= ======= =======
(Loss) income before cumulative effect of accounting change
(attributable) available to common stockholders - basic $ (623) $ 1,521 $(4,974) $ 5,254
Add back preferred stock dividend -- 24 -- 47
------- ------- ------- -------
(Loss) income before cumulative effect of accounting change (623) 1,545 (4,974) 5,301
Cumulative effect of accounting change, net of tax -- -- -- (4,671)
------- ------- ------- -------
Net (loss) income (attributable) available to common
stockholders - diluted $ (623) $ 1,545 $(4,974) $ 630
======= ======= ======= =======
Denominator:
Weighted average common shares-- basic 7,106 6,982 7,106 6,982
Dilutive effect of Series B preferred stock -- 159 -- 156
Dilutive effect of stock options -- 89 -- 54
------- ------- ------- -------
Adjusted weighted average common shares and equivalents
-- diluted 7,106 7,230 7,106 7,192
======= ======= ======= =======
Basic (loss) income per common share:
Before cumulative effect of accounting change $ (0.09) $ 0.21 $ (0.70) $ 0.75
Cumulative effect of accounting change -- -- -- (0.67)
------- ------- ------- -------
Net (loss) income per common share $ (0.09) $ 0.21 $ (0.70) 0.08
======= ======= ======= =======
Diluted (loss) income per common share:
Before cumulative effect of accounting change $ (0.09) $ 0.21 $ (0.70) $ 0.74
Cumulative effect of accounting change -- -- -- (0.65)
------- ------- ------- -------
Net (loss) income per common share $ (0.09) $ 0.21 $ (0.70) $ 0.09
======= ======= ======= =======
The weighted average basic common shares outstanding were used in the
calculation of the diluted loss per common share for the three and six months
ended June 30, 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 periods.
Certain options to purchase common stock were outstanding during the
three and six months ended June 30, 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:
9
Three Months Ended June 30, Six Months Ended June 30,
------------------------------------------- -------------------------------------------
2003 2002 2003 2002
------------------- -------------------- -------------------- -------------------
Options outstanding 301,000 91,300 80,300 317,000
Range of exercise prices $4.72 - $11.75 $5.50 - $11.75 $5.50 - $11.75 $4.72 - $11.75
NOTE 8 - 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 Six Months
Ended June 30, Ended June 30,
---------------------- -------------------------
2003 2002 2003 2002
-------- --------- ---------- -----------
Trade sales:
Automotive and Light Truck $ 43,222 $ 44,865 $ 82,318 $ 80,269
Heavy Duty 15,080 17,607 28,684 33,165
Intersegment transfers:
Automotive and Light Truck 865 744 1,720 1,632
Heavy Duty -- -- -- --
Eliminations (865) (744) (1,720) (1,632)
--------- --------- --------- ---------
Total net sales $ 58,302 $ 62,472 $ 111,002 $ 113,434
========= ========= ========= =========
Operating (loss) income:
Automotive and Light Truck $ 425 $ 4,294 $ (207) $ 6,492
Restructuring and other special charges (326) 34 (386) 18
--------- --------- --------- ---------
Automotive and Light Truck total 99 4,328 (593) 6,510
--------- --------- --------- ---------
Heavy Duty (8) 35 (1,358) 113
Restructuring and other special charges (214) (150) (572) (201)
--------- --------- --------- ---------
Heavy Duty total (222) (115) (1,930) (88)
--------- --------- --------- ---------
Corporate expenses (1,099) (1,622) (2,588) (2,910)
--------- --------- --------- ---------
Total operating (loss) income $ (1,222) $ 2,591 $ (5,111) $ 3,512
========= ========= ========= =========
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
QUARTER ENDED JUNE 30, 2003 VERSUS QUARTER ENDED JUNE 30, 2002
Sales for the second quarter of 2003 of $58.3 million were $4.2 million
or 6.7% below last year. The Automotive and Light Truck segment had sales of
$43.2 million, which were $1.6 million or 3.7% below 2002. Heat Exchange product
sales were 0.3% below last year, while temperature control product sales were
16.7% below a year ago. These declines reflect actions taken by Aftermarket
customers to reduce inventories and the effect of unusually cool, wet, milder
than normal weather conditions, which reduced demand for the Company's products.
These factors more than offset the positive contributions of new sales programs
introduced since last year and the acquisition of Fedco Automotive Components
Company ("Fedco"), which together generated revenues of approximately $7.0
million during the second quarter of 2003. Heavy Duty segment sales in the
second quarter of 2003 were $15.1 million, $2.5 million or 14.4% below last
year. Sales in the Heavy Duty OEM Unit were down 19.9% as expected, due to the
phase out in late 2002 of certain customer programs. New customer programs
replacing those phased out will not be solidly in place until the fourth quarter
of 2003. In addition, sales in 2002 benefited from higher volumes reflecting
customer purchases in anticipation of heavy truck engine changes caused by new
emission regulations, which became effective in the fourth quarter of 2002. Both
weather and a weak general industrial market adversely impacted Heavy Duty
Aftermarket Unit sales during the period.
Gross margin, as a percentage of sales, was 15.4% versus 21.1% in the
second quarter last year. Lower sales volumes in all segments resulted in lower
absorption of fixed overhead costs. In addition, the Automotive and Light Truck
Group experienced start-up delays at the Company's new aluminum tube mill
operation, which required the purchase of more expensive tubing from outside
suppliers, increasing tube and radiator core manufacturing costs during the
period. Margins were also adversely impacted by the sale of the remaining higher
cost inventory produced during the fourth quarter of 2002 and a new round of
price competition in our heat exchange market driven by the overall soft market
conditions. Gross margins are anticipated to improve during the second half of
2003 as a result of continuing the Company's cost reduction initiatives,
integrating the Fedco acquisition, improving the utilization of 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 decreased as a percentage
of sales to 16.6% from 16.8% in the second quarter of 2002. The decrease in
expenses primarily reflects the Company's cost reduction programs and accrual
adjustments to reflect current business conditions.
During the second quarter of 2003, the Company recorded $0.5 million in
restructuring and special charges. These charges primarily reflect the closure
of Transpro's Heavy Duty plant in Phoenix, Arizona, and the Company's branch
consolidation activities, in connection with the previously announced completion
of its $7.0 million restructuring program. In addition, the Company recorded
accrued severance due to headcount reductions taken during the second quarter,
along with costs related to the integration of the Fedco copper/brass heater
core production into our existing Mexico facility. In the second quarter of
2002, the Company recorded restructuring charges of $0.1 million. The Company
expects to incur restructuring charges in the third quarter, which will include
further headcount reductions along with costs associated with the move of the
Fedco copper/brass production to Mexico. The headcount reductions to be made
during 2003 are expected to lower expenses by $2.4 million on an annualized
basis.
11
Interest costs were $0.2 million 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 second quarter of 2003
versus 6.25% for the same period last year, while average borrowings for the
quarter were $56.5 million in 2003 compared with $39.6 million a year ago.
Discounting charges associated with the customer-sponsored vendor program
administered by a financial institution are included in interest expense.
During the second quarter of 2003, the Company recorded a tax benefit
of $1.7 million. This included an adjustment to the effective tax rate to
reflect the expected rate at year-end along with an additional $0.7 million of
refundable income taxes as a result of filing the Company's 2002 Federal Income
Tax return. 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.
The net loss was $0.6 million, or $0.09 per basic and diluted share in
2003 versus income of $1.5 million or $0.21 per basic and diluted share in 2002.
SIX MONTHS ENDED JUNE 30, 2003 VERSUS JUNE 30, 2002
For the six months ended June 30, 2003, net sales of $111.0 million
were 2.1% below a year ago. Automotive and Light Truck Group sales were up 2.6%
as the first quarter gains in both heat exchange and temperature control units
resulting from new customer program introductions and the acquisition of Fedco
were offset by second quarter declines reflecting customer reactions to weather
and their own inventory reduction efforts. Heavy Duty Group sales were 13.5%
below 2002 reflecting lower OEM sales caused by the phase out in 2002 of
customer programs, which will not be replaced until the fourth quarter of 2003
and higher than normal sales in 2002 reflecting customer purchases in
anticipation of changes in engine emission regulations. Heavy Duty Aftermarket
sales were adversely impacted by weather and soft weather conditions.
Gross margins for the six months of 2003 were 14.6% compared with 20.5%
a year ago. This decline was the result of production cutbacks instituted in the
Automotive and Light Truck Group in the fourth quarter of 2002. These cutbacks
resulted in higher actual inventory costs at the end of 2002, which translated
into lower gross margins in 2003 as the product was sold. Margins were also
adversely impacted by start-up problems with our aluminum tube mill and an
increase in price competition. These items offset the favorable impacts of the
Company's initiative programs.
Selling, general and administrative expenses increased by $0.8 million
to 18.3% of sales versus 17.3% of sales a year ago. The increase reflects
expenses of Fedco incurred during the first quarter prior to the completion of
the integration program and higher levels of costs for major system
improvements.
Restructuring and other special charges of $1.0 million for the first
six months of 2003 represent costs associated with the closure of two regional
Heavy Duty Aftermarket plants in North Kansas City, Missouri and Phoenix,
Arizona and the closure of the Charlotte, North Carolina branch, the movement of
Fedco copper/brass inventory and machinery to Mexico and a cost reduction
program of salaried headcount reductions. Restructuring costs in 2002 were $0.2
million.
Interest costs were $0.2 million above last year for the first six
months of 2003, as higher average debt levels offset the impact of lower average
interest rates. Average interest rates on our revolving credit facility were
4.25% in 2003 and 6.25% in 2002, while average debt levels were $55.5 million in
2003 compared with $38.0 last year.
12
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 legislation was
enacted, which included a provision that allowed 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 required 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. 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 $4.9
million, or $0.70 per basic and diluted share in 2003 versus income of $5.3
million or $0.75 per basic and $0.74 per diluted share in 2002. The net loss for
the first six months of 2003 was $4.9 million or $0.70 per basic and diluted
share versus net income of $0.6 million or $0.08 per basic and $0.09 per diluted
share in 2002.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $1.9 million in the first six
months of 2003. Accounts receivable levels decreased by $5.7 million as the
Company accelerated the collection of customer receivables utilizing a cost
effective customer-sponsored vendor program administered by a financial
institution. This accelerated collection was done in an effort to offset the
continuing trend towards longer customer dating terms by "blue chip" customers.
Inventory levels grew $12.0 million due to the current soft market conditions,
as well as a build-up in Temperature Control and Heat Exchanger inventory in
advance of expected typical seasonal demand increases in the second and third
quarters and new business added since last year. The Company expects to reduce
inventory levels by year-end to approximately the same levels as last year.
Accounts payable rose by $11.9 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 six
months of 2002, operations used $5.2 million of cash. Accounts receivable in
2002 grew by $24.0 million due to the higher sales levels and a shift in
receivable mix towards longer payment cycles. This impact was partially offset
by a $7.0 million increase in accounts payable and net income generated by
operations.
The $1.5 million of capital spending during the first half 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.
On May 1, 2003, The Company completed the sale of its Gando Drive
facility in New Haven, Connecticut and entered into a lease of its currently
occupied space used for offices, test facility and tube mill operations. As a
result, the Company repaid the $5.0 million Industrial Revenue Bond on the
facility, created greater availability of funds under its credit agreement and
eliminated an underutilized asset. The gain on the sale of the building, of
approximately $1.6 million, will be recognized equally over the six-year initial
term
13
of the lease on the facility. In the 2003 second quarter, the Company recorded a
gain of $45 thousand related to this transaction.
Borrowings under the Company's Loan Agreement with Congress Financial
Corporation at June 30, 2003 were essentially unchanged from those at December
31, 2002. At June 30, 2003, the Company had $4.3 million available for future
borrowings under its Loan Agreement.
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 changes to the
Industrial Revenue Bond repayment and the operating lease obligation on the New
Haven, Connecticut facility. There were no other material changes in the
Company's contractual obligations.
Payments Due by Period on Obligations as of December 31, 2002
-------------------------------------------------------------------
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 4,300 6,200 3,500 5,221 19,221
------- ------- ------- ------- -------
Total $61,629 $ 8,467 $ 3,500 $ 5,221 $78,817
======= ======= ======= ======= =======
(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 utilizing cash flow generated by 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 for at
least the next twelve months.
CRITICAL ACCOUNTING ESTIMATES
For interim reporting purposes, the Company calculates its effective
income tax rate based upon the current estimate of pre-tax income for the year.
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.
14
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 EITF
Issue 94-3. The restructuring activities during the first quarter of 2003 were
recorded in accordance with SFAS No. 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 of SFAS No. 148 in its year-end and interim reporting.
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 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
15
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.
16
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. There were no broker non-votes with respect
to these proposals.
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 6,306,110 29,592
William J. Abraham, Jr. 6,306,171 29,531
Philip Wm. Colburn 6,305,476 30,226
Charles E. Johnson 6,328,710 6,992
Paul R. Lederer 6,326,702 9,000
Sharon M. Oster 6,326,634 9,068
F. Alan Smith 6,328,111 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
----------- --------- ---------
6,295,619 36,810 3,273
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 302 of the
Sarbanes-Oxley Act.
99.2 Certification of CFO in accordance with Section 302 of the
Sarbanes-Oxley Act.
99.3 Certification of CEO in accordance with Section 906 of the
Sarbanes-Oxley Act.
99.4 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 second quarter
of 2003:
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-- On April 25, 2003, a Form 8-K was filed containing as an
exhibit a presentation made to one of the Company's
institutional investors.
-- On April 29, 2003, a Form 8-K was filed containing as an
exhibit a press release announcing the first quarter 2003
results.
-- On June 17, 2003, a Form 8-K was filed containing as an exhibit
a press release providing guidance on the Company's second
quarter and full year 2003 results.
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: August 11, 2003 By: /s/ Charles E. Johnson
---------------------------------------
Charles E. Johnson
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 11, 2003 By: /s/ Richard A. Wisot
---------------------------------------
Richard A. Wisot
Vice President, Treasurer, Secretary,
and Chief Financial Officer (Principal
Financial and Accounting Officer)
18