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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, 2004
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 17
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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.
<TABLE>
PAGE
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Reports of Independent Registered Public Accounting Firms 6
Financial Statements:
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Statements of Assets Available for Benefits 8
Statements of Changes in Assets Available for Benefits 9
Notes to Financial Statements 10
Supplemental Schedule:
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Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets 15
(Held at End of Year)
Exhibit
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23.1 Consent of BDO Seidman, LLP 16
23.2 Consent of PricewaterhouseCoopers LLP 17
</TABLE>
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
June 28, 2004 By: /s/ Jeffrey L. Jackson
------------------------------------
Jeffrey L. Jackson
Vice President, Human Resources, and
Assistant Secretary
Transpro, Inc.
3
TRANSPRO, INC. 401(K)
SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
YEARS ENDED DECEMBER 31, 2004 AND 2003
4
TRANSPRO, INC. 401(K) SAVINGS PLAN
CONTENTS
DECEMBER 31, 2004 AND 2003
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PAGE(S)
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS....................6
FINANCIAL STATEMENTS
Statements of Assets Available for Benefits..................................8
Statements of Changes in Assets Available for Benefits.......................9
Notes to Financial Statements...............................................10
SUPPLEMENTAL SCHEDULE
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets
(Held At End of Year).......................................................15
5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the
Transpro, Inc. 401(k) Savings Plan
We have audited the accompanying statement of assets available for benefits of
the Transpro, Inc. 401(k) Savings Plan as of December 31, 2004, and the related
statement of changes in assets available for benefits for the year then ended.
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 audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall presentation of the
financial statements. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of
December 31, 2004, and the changes in assets available for benefits for the year
then ended, in conformity with accounting principles generally accepted in the
United States of America.
Our audit was performed 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, 2004 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 our audit 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/ BDO Seidman, LLP
New York, NY
June 22, 2005
6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the
Transpro, Inc. 401(k) Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Transpro, Inc. 401(k) Savings Plan (the "Plan") at December 31, 2003, and
the changes in net assets available for benefits for the year ended December 31,
2003 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). 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.
/s/ PricewaterhouseCoopers LLP
Hartford, CT
June 22, 2004
7
TRANSPRO, INC. 401(K) SAVINGS PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
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2004 2003
Investments, at fair value $16,300,135 $13,811,128
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Receivables
Participants' contributions 53,504 45,546
Employer's contributions 15,902 14,804
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Total receivables 69,406 60,350
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Assets available for benefits $16,369,541 $13,871,478
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The accompanying notes are an integral part of these financial statements.
8
TRANSPRO, INC. 401(K) SAVINGS PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
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2004 2003
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ADDITIONS TO ASSETS ATTRIBUTED TO
Investment income
Interest $ 35,191 $ 30,625
Dividends 304,709 288,514
Net appreciation in value of investments 1,122,896 1,193,921
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Total investment income 1,462,796 1,513,060
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Contributions
Participants 1,547,011 1,463,532
Employer 437,553 450,659
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Total contributions 1,984,564 1,914,191
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Total additions 3,447,360 3,427,251
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DEDUCTIONS FROM ASSETS ATTRIBUTED TO
Benefits paid to participants 944,477 1,893,400
Administrative expenses 4,820 8,368
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Total deductions 949,297 1,901,768
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Net increase 2,498,063 1,525,483
ASSETS AVAILABLE FOR BENEFITS
Beginning of year 13,871,478 12,345,995
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End of year $16,369,541 $13,871,478
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The accompanying notes are an integral part of these financial statements.
9
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
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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")
division and G&O Manufacturing division ("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 represented by Local No.
864, International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America, UAW and union employees of G&O represented
by Local 655, International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers, AFL/CIO 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, 2004 and 2003, 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 were included in the
Company matching contribution calculation described above. For all union,
and prior to November 15, 2003 those non-union employees of G&O that are
not included in the Company matching contribution calculation described
above, the Company will contribute 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.
10
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
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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 used to reduce the cash required to fund
employer contributions under the Plan. 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 nondiscriminatory
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, 2004 ranged from 5
percent to 10-1/2 percent. Principal and interest are paid in level
payments not less frequently than quarterly, through payroll deductions.
11
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
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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 paid by the Company. 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. 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 and the reported amounts of revenues and expenses during the
reporting periods. 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 and changes in net
assets available for benefits.
12
TRANSPRO, INC. 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
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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, 2004 and 2003:
2004 2003
Merrill Lynch Retirement Preservation Trust $ 5,537,412 $ 5,054,664
Merrill Lynch S&P 500 Index Fund 3,761,066 3,348,277
Van Kampen American Value Fund 2,075,279 1,745,084
ML Bond Fund - Core BD 1,173,688 1,078,589
Transpro, Inc. common stock 1,565,364 963,738
During 2004 and 2003, 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:
2004 2003
Mutual funds $ 681,281 $1,461,229
Transpro, Inc. common stock 441,615 (267,308)
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Net appreciation in investments $1,122,896 $1,193,921
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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 and related trust are
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, 2004 and 2003 were $4,820
and $8,368, respectively.
The Plan allows participants to purchase common stock of the Company, and
therefore, transactions involving the Company's common stock qualify as
party-in-interest transactions.
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, 2004 AND 2003
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7. SALE OF HEAVY DUTY BUSINESS
On March 1, 2005, the Company sold its Heavy Duty business unit ( G & O
Manufacturing) to Modine Manufacturing Company. As of that date, all
Heavy Duty employees ceased participation in the Plan and became fully
vested in their account balances.
14
TRANSPRO, INC. 401(K) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD AT YEAR END
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DECEMBER 31, 2004
<TABLE>
(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, 256,616 shares a $ 1,565,364
Mutual Funds:
* Merrill Lynch Trust Company:
ML Bond Fund - Core BD Mutual fund, 99,465 shares a 1,173,688
Merrill Lynch Fundamental Growth Fund Mutual fund, 24,651 shares a 426,723
Dreyfus Premier Worldwide Growth Fund Mutual fund, 1,584 shares a 52,967
Van Kampen American Value Fund Mutual fund, 85,262 shares a 2,075,279
Van Kampen Emerging Growth Fund Mutual fund, 9,177 shares a 354,787
Merrill Lynch Equity Income Fund Mutual fund, 21,202 shares a 302,559
Merrill Lynch S&P 500 Index Fund Mutual fund, 253,441 shares a 3,761,066
Merrill Lynch International Index Fund Mutual fund, 2,882 shares a 32,251
Lord Abbett Developing Growth Fund Mutual fund, 4,823 shares a 76,117
Alliance Premier Growth Fund Mutual fund, 3,368 shares a 61,429
Ivy International Fund Mutual fund, 10,524 shares a 245,956
Merrill Lynch Trust Company Cash - 2,659
Collective Trust:
* Merrill Lynch Trust Company:
Merrill Lynch Retirement Preservation Trust 5,537,412 shares 5,537,412 5,537,412
* Participant loans Loans to participants collateralized a 576,801
by their accounts.
Repayment terms
range up to thirty
years. Interest
rates in effect
during period
5-1/4 percent -
10-1/2 percent.
Self-directed brokerage accounts Various units a 55,077
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$ 16,300,135
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</TABLE>
a The cost of participant directed investments is not required to be disclosed.
* Denotes party-in-interest
The accompanying notes are an integral part of these financial statements.
15
