May 19, 2005
Via Fax & U.S. Mail
Charles E. Johnson
President and Chief Executive Officer
Transpro, Inc.
100 Gando Drive
New Haven, Connecticut 06513
RE: Transpro, Inc.
Form 10-K for the fiscal year ended December 31, 2004
File No. 001-13894
Dear Mr. Johnson:
We have reviewed your response letter dated May 2, 2005 and
have the following comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the fiscal year ended December 31, 2004
Refer to prior comment 1
1. Provide us your analysis of paragraph 9 of SFAS 140 as it
relates
to the accounts receivable program.
2. Quantify in the notes to the financial statements the amount of
the factoring fee and identify its location in your financial
statements.
Refer to prior comment 3
3. You have provided no substantive analysis to support your
conclusion that the products sold through each of your two
business
segments are similar within the meaning of paragraph 37 of SFAS
131.
The fact that many of your largest customers purchase both your
heat
exchange and air conditioning products is not determinative that
the
products are similar. Consequently, revise your 2004 Form 10-K to
separately quantify the revenues attributable to radiators,
heaters,
and condensers as part of your heat exchanger unit. In addition,
separately quantify the revenues attributable to accumulators,
compressors, and evaporators as part of your ready aire
temperature
control unit, or provide a meaningful grouping of products within
this unit (i.e., air conditioning repair products.) If you
continue
to believe no additional disclosure is required under paragraph 37
of
SFAS 131, provide us a substantive and detailed analysis of each
of
the aforementioned products that demonstrates that the products
are
similar. As part of your analysis, separately quantify the
revenues
attributable to each of the products for the past five years and
explain any significant fluctuations. In addition, separately
describe each product and separately discuss the factors that
impact
its demand and useful life. Quantify the expected useful life of
each product.
Refer to prior comment 4
4. Please further explain to us why you believe you have not
substantively met the criteria in paragraph 30(f) of SFAS 144.
While
you indicate that significant changes to the plan could have
occurred
or the plan could have been withdrawn, both of these scenarios,
however, appear unlikely given the limited period of time between
year-end and the date the definitive agreement was signed. The
lack
of a definitive agreement does not by itself preclude you from
meeting the criteria of paragraph 30(f).
5. Please further explain to us why you believe you have not
substantively met the criteria in paragraph 30(d) of SFAS 144.
Your
response appears inconsistent with your October 29, 2004 investor
presentation. In your response you state that the merger was
subject
to agreement on definitive documentation, HSR Act clearance,
shareholder approval and other conditions, the results of which
were
not determinable. Transpro`s December 15, 2004 modification
letter
to Modine indicates that the definitive agreement would be
executed
shortly. Further, the investor presentation clearly indicates
that
the time frame for the HSR Act clearance, shareholder approval and
other conditions were determinable. In this regard, you expected
the
transaction to initially close in the first quarter of 2005 based
on
a definitive agreement that would have initially been signed in
November 2004. Consequently, it appears that you had a time frame
of
approximately three to four months to complete the transaction
following the signing of the definitive agreement. Please
reconcile
in detail the time frame used to prepare the investor presentation
and your response, and clearly explain to us why you have not met
the
criteria contained in paragraph 30(d) of SFAS 144.
6. Please further explain to us why you believe you have not
substantively met the criteria in paragraph 30(a) of SFAS 144. It
appears that you are interpreting paragraph 30(a) too narrowly.
As
part of your response, provide us any minutes or notes of the
December and January internal and external meetings that discussed
the acquisition.
* * * * *
As appropriate, please file your response to our comments
and
any necessary amendments via EDGAR within fifteen business days
from
the date of this letter. Please understand that we may have
additional comments after reviewing your responses to our
comments.
You may contact Cari Kerr at 202-551-3310 or the undersigned
at
202-551-3812 with any questions.
Sincerely,
Michael Fay
Branch Chief
Via Fascimile: Mr. Richard A. Wisot, Chief Financial Officer, 203-
401-6470
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Transpro, Inc.
May 19, 2005
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