<PAGE>   1



                               TRANSPRO ANNUAL REPORT

                                      2000

               PRECISION TRANSPORTATION HEATING & COOLING PRODUCTS
<PAGE>   2
<TABLE>
<S>                          <C>
                     1       Financial Highlights
                     2       Letter to Stockholders
                     4       Aftermarket
                     6       OEM
                     7       Air Conditioning
                     9       New Direction
                    10       Distribution
                    12       Financial Information
</TABLE>
<PAGE>   3
2000 FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                            2000           1999           1998            1997            1996
<S>                                                      <C>             <C>           <C>             <C>             <C>
(Amounts in thousands, except per share amounts,
current ratio and employee data)

OPERATING RESULTS
Sales from continuing operations                         $ 203,320       $205,563      $ 195,592       $ 182,137       $ 171,951

Gross margin                                                39,504         54,035         45,241          37,492          40,134

Plant closure and severance costs                            1,407            325             --             758           4,389

(Loss) income from continuing operations                    (9,234)         5,099           (447)         (3,516)         (1,026)

Income from discontinued operations, net of tax                440          1,717          2,094          11,391           9,446

Gain on sale of discontinued operations, net of tax          6,002             --             --              --              --

Net (loss) income                                           (2,792)         6,816          1,647           7,875           8,420

Basic (loss) earnings per common share
from continuing operations                               $   (1.43)      $   0.77      $    (.07)      $   (0.54)      $   (0.16)

Diluted (loss) earnings per common share
from continuing operations(2)                            $   (1.43)      $   0.72      $    (.07)      $   (0.54)      $   (0.16)

Basic earnings per common share
from discontinued operations                             $    0.07       $   0.26      $    0.32       $    1.74       $    1.44

Diluted earnings per common share
from discontinued operations(2)                          $    0.07       $   0.24      $    0.32       $    1.74       $    1.44

Cash dividends per common share                          $    0.10       $   0.20      $    0.20       $    0.20       $    0.20

FINANCIAL CONDITION FROM CONTINUING OPERATIONS

Current ratio(1)                                              1.60           3.31           3.29            2.89            2.54

Working capital                                          $  45,151       $ 80,510      $  61,747       $  56,501       $  47,687

Capital expenditures                                         5,355          6,194          6,217           5,116           3,933

Depreciation and amortization expense                        5,760          5,986          5,436           4,864           4,229

Net property, plant and equipment                           26,711         27,156         26,488          24,731          24,918

Total assets                                               156,263        176,293        142,575         133,824         130,434

Long term debt                                               4,658         61,928         42,197          32,838          33,917

Total stockholders' equity                                  71,477         75,422         68,780          65,361          59,495

Number of employees                                          1,644          1,943          1,892           1,882           1,620
</TABLE>


The Company sold the Specialty Metal Fabrication segment effective May 5, 2000.
See note 15 to the consolidated financial statements for additional
information.

(1)   The current ratio for 2000 reflects borrowings under the Revolving Credit
      Agreement as current liabilities.

(2)   During 2000, 1998, 1997 and 1996, the weighted average number of shares of
      common stock outstanding used for basic earnings per share was also used
      in computing diluted earnings per share due to the anti-dilutive impact of
      common share equivalents on the loss from continuing operations.
<PAGE>   4
--------------------------------------------------------------------------------







FOCUS.
--------------------------------------------------------------------------------


OUR INTRINSIC VALUE.


[2000 GRAPHIC]


ALTHOUGH OPERATING RESULTS for the year 2000 were very disappointing, we
successfully completed several important strategic initiatives to support our
decision to focus our efforts on the heating and cooling systems businesses. In
May, we concluded the sale of the Crown Division specialty metal fabrication
business for $37.5 million. During the first half of 2000, we enhanced our
manufacturing capabilities with the start-up of production in our Mexico plant
of plastic tank aluminum core radiators and six-millimeter condensers, two new
products important to our continuing leadership position in the Aftermarket for
our traditional heat transfer products. During the third quarter, we
consolidated our recently acquired air conditioning parts operations into a new,
larger facility and invested in equipment that will allow us to produce a
significant portion of current domestic remanufactured compressor models, in
addition to our existing coverage of essentially all import compressor models.
This investment will enable us to produce over one-half of the compressor models
sold in the Aftermarket and to support the growth initiative in air conditioning
parts.


2   TransPro, Inc. Annual Report
<PAGE>   5
WE ALSO TOOK ACTION TO STRENGTHEN the financial position of the Company. The
Crown sale resulted in a pre-tax gain of approximately $10 million and generated
net proceeds of approximately $27 million, which were used to reduce our
outstanding debt. In September, we announced the decision of the Board of
Directors to discontinue the Company's quarterly cash dividend. We reduced
production throughout the year in order to lower inventory and debt levels,
albeit at the expense of short-term earnings. Most recently, we entered into a
$65 million loan agreement with Congress Financial Corporation to replace the
previous $52 million revolving credit arrangement with five banking
institutions. This expanded credit facility will furnish the flexibility needed
to strengthen our position in our served markets, while capitalizing on
selective growth initiatives such as the automotive air conditioning parts
Aftermarket. These actions will provide a stronger foundation to support core
business investments for value creation and help lead to greater returns for our
shareholders in the future.


                                [GROUP PICTURE]

Front, L-R: Kevin O'Connor, President, Air Conditioning Parts / Charley Johnson,
President and Chief Executive Officer / Tim Coyne, Vice President, Treasurer,
Secretary, Controller and Chief Financial Officer; Back, L-R: Jeff Jackson, Vice
President, Human Resources / Barry Banducci, Chairman of the Board / John Della
Ventura, President, OEM Heat Transfer Systems
<PAGE>   6
FULL LINE OFFERING.


IN 2000, SALES from continuing operations were $203.3 million compared with
$205.6 million in 1999. The net loss from continuing operations was $9.2
million, or $(1.43) per diluted common share, compared with income from
continuing operations of $5.1 million, or $0.72 per diluted common share last
year. The loss from continuing operations in 2000 includes non-recurring pre-tax
charges of $0.7 million for the closure of the Houston regional radiator
manufacturing plant and the consolidation of the California distribution
facility into the existing Memphis, Tennessee facility; $0.7 million related to
the severance and replacement of the Company's former President and CEO; $0.3
million for additional doubtful collection reserves; and $0.2 million for costs
associated with the consolidation of the air conditioning parts operation into a
new facility. These charges amount to $(0.19) per diluted share after tax in
2000. The 1999 results include non-recurring pre-tax charges of $0.3 million
related to the closing of the Company's Philadelphia and Atlanta condenser
manufacturing plants and $0.3 million for legal fees and settlement costs
associated with the settlement of an employment-related lawsuit as well as a
deferred tax benefit of $2.9 million related to the incorporation of the
Company's GO/DAN Industries partnership. These charges and benefit resulted in
income of $0.36 per diluted share after tax in 1999. Excluding the after tax
impact of these items in both years, the loss from continuing operations in 2000
was $8.0 million, or $(1.24) per diluted common share, compared with income from
continuing operations of $2.6 million, or $0.36 per diluted share in 1999.

SALES VOLUME INCREASED SLIGHTLY IN OUR AFTERMARKET HEATING AND COOLING SYSTEMS
segment as we experienced lower than expected demand for our Aftermarket
products, particularly within the retail parts segment, where our major
customers actively managed their inventories downward. In response to the softer
than expected market conditions, we lowered our production rates to reduce our
inventory levels, resulting in decreased manufacturing cost absorption. The
start-up of plastic tank aluminum core radiator and six-millimeter condenser
production in Mexico created temporary manufacturing inefficiencies early in the
year.

--------------------------------------------------------------------------------



PRODUCTS.


--------------------------------------------------------------------------------


4   TransPro, Inc. Annual Report
<PAGE>   7
[PICTURE OF MAN HOLDING A RADIATOR - with the caption below]

One of the most popular complete radiator models in our full line product
offering




---------------------------------------
AFTERMARKET HEATING & COOLING SYSTEMS
GDI   |   EVAP    |    A/C PLUS
---------------------------------------
PRODUCTS
---------------------------------------
Complete Radiators
Light to Moderate Duty Cores
Heavy Duty Cores  |  Heaters
Air Conditioning Condensers
Air Conditioning Compressors
Air Conditioning Parts & Supplies
---------------------------------------
APPLICATIONS
---------------------------------------
Passenger Cars
Light Trucks  |  Heavy Trucks
Off-Highway Vehicles
---------------------------------------
SIGNIFICANT CUSTOMERS
---------------------------------------
National Retailers
  -Autozone   -Pep Boys
Radiator Shops
Warehouse Distributors
  -Car Quest  -Auto Value
Cooling System Specialists
---------------------------------------
<PAGE>   8
--------------------------------------------------------------------------------






RELIABILITY.

--------------------------------------------------------------------------------


QUALITY ASSURANCE.


      THROUGHOUT THE YEAR, we selectively responded to competitive pricing
      pressure in order to maintain our market share. The combination of these
      factors resulted in lower operating margins in this segment of our
      business. In order to offset the impact of these factors, we broadened our
      low-cost offshore sources for raw material and components, as well as
      initiated other cost-containment actions. In order to maintain our
      leadership position in the Aftermarket, we will continue to utilize the
      advantages of our extensive distribution network and complete line of
      quality heating and cooling system product offerings to sustain among the
      highest fill rates in the industry, while providing our customers with
      value-added services such as customized marketing programs and electronic
      commerce capabilities.

      IN OUR OEM HEAT TRANSFER SYSTEMS segment, demand in the heavy-duty truck
      market declined suddenly in the fourth quarter. Consequently, our sales
      and manufacturing volume dropped substantially, overwhelming the steady
      progress we had made in improving the profit performance of this business
      segment in the first nine months of the year. In order to improve the
      future operating performance of this segment, we have moved the production
      of certain OEM products to our Mexico plant for cost advantage, outsourced
      the fabrication of several non-critical components and developed plans to
      market certain heavy-duty products to the Aftermarket.


6   TransPro, Inc. Annual Report
<PAGE>   9
AS PLANS TO FOCUS RESOURCES ON OUR CORE STRENGTHS materialized during the year,
we began reviewing various alternatives to improve the return to our
shareholders. In view of the prevailing market conditions and the current state
of the Company, the Board of Directors concluded that the intrinsic value of our
Company could best be realized by fulfilling our stated strategy to build upon
the Aftermarket Heating and Cooling Systems business and to further rationalize
the OEM Heat Transfer Systems business. To accomplish these goals, we must
continually examine every aspect of our business - from product design to raw
material procurement through manufacturing and distribution - to provide our
markets with the best service at the lowest cost. We must also reduce our
working capital investment to improve our return on assets and equity.

<TABLE>
<CAPTION>
                             -------------------------------------------------------------------------------------------------------
                             PRODUCTS                           APPLICATIONS                SIGNIFICANT CUSTOMERS
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                <C>                         <C>
OEM HEAT TRANSFER SYSTEMS    Radiators  |  Charge Air Coolers   Heavy Trucks and Buses      Paccar  |  Mack Truck  |  OshKosh Truck
G&O                          Oil Coolers  |  Condensers         Off-Highway Vehicles        Cummins Power Generation
                             Engine Cooling System Components   Industrial  |  Locomotive
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



[PHOTO OF MAN HOLDING AIR CONDITIONING PARTS - with the caption below]

All aspects of the air conditioning parts operation are now conducted at our new
facility in Arlington, Texas
<PAGE>   10
    [PHOTO OF A FACTORY WORKER IN RADIATOR ASSEMBLY PLANT HOLDING A RADIATOR]



--------------------------------------------------------------------------------








LEADING.
--------------------------------------------------------------------------------


8 TransPro, Inc. Annual Report
<PAGE>   11
The introduction of aluminum core plastic tank radiators produced at our Mexico
plant will help strengthen our leadership position in the Aftermarket

NEW DIRECTION.


IN MARCH 2001, we appointed Charles E. Johnson President and CEO and a Director
of the Company. Mr. Johnson is an accomplished leader with an extensive
background in both automotive Aftermarket and OEM organizations. His most recent
position was President and CEO of Canadian General Tower, the leading producer
of flexible polymer films and laminated cover stock for the North American
automotive interior industry.

WITH NEW LEADERSHIP, a strengthened financial base and a focused strategy, we
remain confident that we will earn recognition as the premier supplier of
Aftermarket Heating and Cooling Systems products... along with the commensurate
return for our shareholders.

WE WANT TO ACKNOWLEDGE the value of our customers, vendors and employees. Their
commitment and support is deeply appreciated.



/s/ Barry Banducci

Barry Banducci
Chairman of the Board
<PAGE>   12
HOW FAST DO YOU NEED IT?

<TABLE>
<S>                   <C>                  <C>                  <C>                     <C>                     <C>
GO/DAN                Odessa, TX           Charlotte, NC        Memphis, TN             Salt Lake City, UT      AIR CONDITIONING
INDUSTRIES            915. 337-0961        704. 522-0711        901. 345-9069           801. 486-5877           PARTS

AGENCIES              Oklahoma City, OK    Cincinnati, OH(1)    Milwaukie, OR           San Antonio, TX         Arlington, TX
Amarillo, TX          405. 272-0453        513. 984-3912        503. 653-8531           512. 224-0857           817. 633-6622
806. 342-9440
                      Pensacola, FL        Cleveland, OH(1)     N. Kansas City, MO(1)   San Bernardino, CA(1)   MANUFACTURING
Anchorage, AK         904. 477-6244        216. 267-8970        816. 471-1805           909. 796-0754           Dallas, TX
907. 279-5557                                                                                                   214. 637-6740
                      Redding, CA          Columbia, SC         Nashville, TN           San Diego, CA
Bakersfield, CA       916. 221-0118        803. 779-5897        615. 255-0501           619. 283-2177           Los Angeles, CA
805. 837-8947                                                                                                   213. 588-1291
                      Spokane, WA          Columbia, MD         Oakland, CA             Santa Clara, CA
Billings, MT          509. 536-9429        410. 309-0701        415. 562-2732           415. 562-2732           Nuevo Laredo, MX
406. 248-4594                                                                                                   956. 726-4045
                      Wilkes-Barre, PA     Dallas, TX(1)        Orlando, FL(1)          Santa Fe Springs, CA
Corpus Christi, TX    717. 829-1723        214. 637-2050        407. 843-9130           310. 941-6113
512. 884-7418
                                           Denver, CO(1)        Pembroke Park, FL       Seattle, WA(1)          DISTRIBUTION
Eugene, OR            BRANCHES/PLANTS      303. 295-0944        954. 964-5878           206. 764-7028
503. 683-2883                                                                                                   Memphis, TN
                      Albany, NY           El Paso, TX          Pennsauken, NJ          Shreveport, LA          901. 365-7211
Jacksonville, FL      518. 463-1331        505. 247-9180        609. 663-8101           318. 635-8514
904. 730-3177
                      Albuquerque, NM      Framingham, MA       Phoenix, AZ(1)          Springfield, MO         (1) Includes both a
Knoxville, TN         505. 247-9180        508. 877-9880        602. 484-0596           417. 869-5111           branch and a plant
615. 522-8845
                      Atlanta, GA(1)       Fresno, CA           Pittsburgh, PA          St. Louis, MO
Louisville, KY        404. 627-5731        209. 233-6525        412. 771-2100           314. 343-9515
502. 451-7749
                      Austin, TX           Grand Rapids, MI     Richmond, VA            Syracuse, NY
McAllen, TX           512. 835-8264        616. 261-4162        804. 321-0384           315. 475-3794
210. 630-2991
                      Birmingham, AL       Houston, TX          Riviera Beach, FL       Tampa, FL
Modesto, CA           205. 592-6707        713. 675-6401        407. 863-7998           813. 251-8041
209. 572-3151
                      Burr Ridge, IL(1)    Indianapolis, IN     Sacramento, CA          Wichita, KS
Norfolk, VA           632. 655-2673        317. 634-5754        916. 649-8020           316. 263-8287
804. 461-0843
                      Canton, OH           Maquoketa, IA                                Windsor, CT(1)
                      330. 455-4440        319. 652-6881                                860. 688-7644
</TABLE>



--------------------------------------------------------------------------------

SAME DAY.





--------------------------------------------------------------------------------


10  TransPro, Inc. Annual Report
<PAGE>   13
[MAP OF NATIONAL DISTRIBUTION SYSTEM & PICTURE OF A DELIVERY VAN - with the
caption below]

Our extensive national distribution system and full line product offering ensure
excellent customer service and among the highest fill rates in the industry
<PAGE>   14
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The consolidated financial statements of TransPro, Inc. and its subsidiaries,
and all other information presented herein, are the responsibility of the
management of the Company. The consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America.

Management is responsible for the integrity and objectivity of the consolidated
financial statements, including estimates and judgments reflected in them. It
fulfills this responsibility primarily by establishing and maintaining
accounting systems and practices adequately supported by internal accounting
controls. These controls include the selection and training of management and
supervisory personnel; maintenance of an organizational structure providing for
delegation of authority and establishment of responsibilities; communication of
requirements for compliance with approved accounting, control and business
practices throughout the organization; and business planning and review.
However, an effective internal control system, no matter how well designed, has
inherent limitations - including the possibility of the circumvention or
overriding of controls - and, therefore, can provide only reasonable assurance
with respect to financial statement preparation and such safeguarding of assets.
Further, because of changes in conditions, internal control system effectiveness
may vary over time. Management believes the internal accounting controls in use
provide reasonable assurance that the Company's assets are safeguarded, that
transactions are executed in accordance with management's authorizations, and
that the financial records are reliable for the purpose of preparing financial
statements.

The Audit Committee recommends the selection of the independent public
accountants who are then appointed by the Board of Directors and ratified by the
stockholders. The independent public accountants are engaged to perform an audit
of the consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America. Their report appears herein.


The Audit Committee of the Board of Directors is comprised entirely of
individuals who are not employees of the Company. This Committee meets
periodically with management and the independent public accountants to review
controls, financial results and audit results.



/s/ Barry Banducci

Barry Banducci
Chairman of the Board



/s/ Timothy E. Coyne

Timothy E. Coyne
Vice President, Treasurer, Secretary,
Corporate Controller and Chief Financial Officer

TransPro, Inc. Annual Report

12
<PAGE>   15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

TransPro, Inc. ("TransPro" or 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 OEM automotive, truck and industrial
equipment applications. The Company operates in two business segments:
Aftermarket Heating and Cooling Systems and OEM Heat Transfer Systems. On May 5,
2000, the Company sold its Specialty Metal Fabrication business segment (the
"Crown Division"), and accordingly, the Specialty Metal Fabrication segment is
reported as a discontinued operation in the accompanying consolidated financial
statements.

YEAR ENDED DECEMBER 31, 2000 VERSUS YEAR ENDED DECEMBER 31, 1999 Net sales from
continuing operations for the year ended December 31, 2000 declined 1.1% to
$203.3 million compared with $205.6 million for the year ended December 31,
1999. Sales in the Aftermarket Heating and Cooling Systems segment increased
$0.3 million, or 0.2%, compared with the comparable 1999 period. Unit volume
increases in complete radiator sales to warehouse distributors and radiator
shops were partially offset by declines in the retail channel. Radiator core
sales declined as the market continues to shift to complete radiators. Heater
sales declined slightly with declines to warehouse distributors and radiator
shops partially offsetting increases in the retail channel. Condenser sales
increased compared with 1999, while sales of other air conditioning parts were
essentially flat. Pricing actions in response to competitive pressures also
contributed to the sales decline. Sales in the OEM Heat Transfer Systems segment
decreased by $2.6 million, or 6.5%, compared with the comparable 1999 period due
to a significant decline in demand in the heavy-duty truck market in the fourth
quarter of 2000.

Consolidated gross margins from continuing operations for the year ended
December 31, 2000 were $39.5 million compared to $54.0 million for the year
ended December 31, 1999. As a percentage of sales, gross margins declined to
19.4% in 2000 from 26.3% in 1999. Gross margins were lower in the Aftermarket
Heating and Cooling Systems segment primarily due to lower production rates
implemented as part of an inventory reduction plan that resulted in decreased
manufacturing cost absorption. In addition, the start-up of production in Mexico
of two new products, plastic tank aluminum core radiators and six-millimeter
condensers, resulted in temporary manufacturing inefficiencies in the first half
of 2000. Pricing activity in response to competitive pressures in the
Aftermarket also negatively affected gross margins in 2000. Gross margins in the
OEM Heat Transfer Systems segment were negative in 2000 as sales and production
volume suffered from dramatically lower demand and warranty expenses that were
higher than historical rates.

Selling, general and administrative (SG&A) expenses from continuing operations
increased $1.8 million, or 3.9%, as a result of higher freight costs due to
rising fuel prices, professional fees associated with certain strategic
initiatives and an increase in doubtful collection charges. Increased headcount
to position the Aftermarket air conditioning parts operation for future growth,
inflation-related employee cost increases in the Aftermarket Heating and Cooling
Systems segment and the comparative impact of reducing employee medical
insurance accruals in 1999 also contributed to the increase. In 1999, the
Company recorded $0.3 million in legal settlement costs related to an
employment-related lawsuit.

Plant closure costs of $0.7 million were incurred during 2000 related to actions
taken in the Aftermarket Heating and Cooling Systems segment to close the
Houston, Texas regional radiator manufacturing plant and to consolidate the
Santa Fe Springs, California distribution center into the existing distribution
facility in Memphis, Tennessee. In addition, the Company recorded severance
charges of $0.4 million and search-related charges of $0.3 million related to
the departure of the Company's previous President and CEO. During 1999, the
Company recorded plant closure costs of $0.3 million related to the closure of
the Company's Philadelphia, Pennsylvania and Atlanta, Georgia replacement
automotive air conditioning condenser manufacturing plants.

Net interest expense increased $0.4 million for the year ended December 31, 2000
compared with the prior year. This increase resulted from higher effective
interest rates coupled with costs associated with the series of Forbearance
Agreements the Company entered into related to certain covenant violations under
the Company's previously existing Revolving Credit Agreement. The impact of
these factors was partially offset by lower debt levels resulting from the
application of the proceeds from the May 2000 sale of the Specialty Metal
Fabrication segment to reduce debt.

The Company recorded a tax benefit at the rate of 33.3% for the year ended
December 31, 2000. The rate 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 1999 rate of 42.8%, reflecting a reduction from the
impact of non-deductible expenses for tax purposes. The Company believes it is
more likely than not that deferred tax assets will be realized in the future.
During 1999, the Company recognized a non-recurring, non-cash deferred tax
benefit of $2.9 million related to the change in the organizational structure of
its GO/DAN Industries operation from a partnership to a corporation.

Excluding plant closure and severance costs, the loss from continuing operations
for the year ended December 31, 2000 was $8.3 million, or $(1.29) per basic and
diluted common share. Including plant closure and severance costs, the loss from
continuing operations for the year ended December 31, 2000 was $9.2 million, or
$(1.43) per basic and diluted common share. Excluding plant closure and legal
settlement costs and the non-recurring, non-cash deferred tax benefit, income
from continuing operations was $2.6 million, or $0.38 per basic common share and
$0.36 per diluted common share, for the year ended December 31, 1999. Including
the effect of plant closure and legal settlement costs and the non-recurring,
non-cash deferred tax benefit, income from continuing operations for 1999 was
$5.1 million, or $0.77 per basic common share and $0.72 per diluted common
share.

The Company sold its Crown Division to Leggett & Platt, Incorporated on May 5,
2000 in a transaction valued at $37.5 million. As a result of the sale, the
Company reported a net gain on the sale of discontinued operations of $6.0
million, or $0.91 per basic and diluted common share for the year ended December
31, 2000. Income from discontinued operations for the year ended December 31,
2000 was $0.4 million, or $0.07 per basic and diluted common share, compared
with $1.7 million, or $0.26 per basic common share and $0.24 per diluted common
share, for the year ended December 31, 1999.

The net loss for the year ended December 31, 2000 was $2.8 million, or $(0.45)
per basic and diluted common share, compared with net income of $6.8 million, or
$1.03 per basic common share and $0.96 per diluted common share, in the
comparable period of 1999.

YEAR ENDED DECEMBER 31, 1999 VERSUS YEAR ENDED DECEMBER 31, 1998 Net sales from
continuing operations in 1999 increased 5.1% to $205.6 million compared with
$195.6 million in 1998. Sales in the Aftermarket Heating and Cooling Systems
business increased $9.9 million, or 6.3%, compared with 1998, reflecting the
full year impact of air conditioning parts sales at Evap and A/C Plus, acquired
in August 1998 and February 1999, respectively and volume increases in complete
radiators, partially offset by lower radiator core and condenser sales. Sales in
the OEM Heat Transfer Systems business were essentially flat.

Consolidated gross margin percentages from continuing operations improved to
26.3% in 1999 from 23.1% in 1998. Gross margin improved 19.4% to $54.0 million
in 1999 from $45.2 million in 1998, reflecting the contribution of higher margin
air conditioning parts sales at Evap and A/C Plus, coupled with lower material
costs, a higher


                                                                              13
<PAGE>   16
proportion of complete radiator sales, and manufacturing efficiencies
in the Aftermarket Heating and Cooling Systems business. Actions the Company has
taken to improve operational efficiencies and reduce costs in the OEM Heat
Transfer Systems business generated positive gross margins for the year ended
December 31, 1999, compared with negative margins in the prior year.

SG&A expenses from continuing operations in 1999 increased $2.6 million, or
6.2%, over 1998, reflecting the full year inclusion of Evap and A/C Plus in the
Aftermarket Heating and Cooling Systems segment. OEM Heat Transfer Systems SG&A
expenses in 1999 included approximately $0.3 million related to the settlement
of an employment-related lawsuit. Corporate expenses during 1999 decreased $1.1
million reflecting a reduction of $0.7 million in personnel-related costs and
the inclusion in 1998 of a one-time reserve of $0.5 million against the doubtful
collection of a note receivable.

The Company recorded $0.3 million in plant and business consolidation and
closure costs in 1999 associated with closing of the Company's Philadelphia,
Pennsylvania and Atlanta, Georgia replacement automotive condenser manufacturing
plants.

Net interest expense increased to $4.4 million in 1999 from $3.3 million
in 1998 due to higher debt levels associated with the acquisition of Evap and
A/C Plus, coupled with higher working capital levels in the Aftermarket Heating
and Cooling Systems business to support new product introductions and
anticipated sales increases in the air conditioning parts product group and
specialty metal fabrication business.

During the year ended December 31, 1999, the Company recognized a non-recurring,
non-cash deferred tax benefit of $2.9 million related to the change in the
organizational structure of its GO/DAN Industries operation from a partnership
to a corporation. Excluding the impact of the non-recurring, non-cash deferred
tax benefit, the Company's effective tax rate was 42.8% for the year ended
December 31, 1999 and is comprised of the U.S. Federal income tax rate, plus the
estimated aggregate effective rate for foreign, state and local income taxes.
The effective tax rate declined from 43.3% for the year ended December 31, 1998,
reflecting a decrease in non-deductible expenses for tax purposes in 1999 and a
valuation allowance for the net realizable amount of available tax benefit
associated with a net operating loss carry-forward for the Company's Canadian
vehicle conversion operation.

Income from continuing operations was $5.1 million, or $0.77 per basic common
share and $0.72 per diluted common share in 1999 compared with a loss from
continuing operations of $0.4 million, or $(0.07) per basic and diluted common
share in 1998. Before the net impact of plant and business consolidation and
closure costs, legal settlement costs and the deferred tax benefit, income from
continuing operations was $2.6 million, or $0.38 per basic common share and
$0.36 per diluted common share in 1999.

Income from discontinued operations in 1999 was $1.7 million, or $0.26 per basic
common share and $0.24 per diluted common share, compared with $2.1 million, or
$0.32 per basic and diluted common share in 1998.

Net income was $6.8 million, or $1.03 per basic common share and $0.96 per
diluted common share in 1999, compared with $1.6 million, or $0.25 per basic and
diluted common share in 1998.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

In July 1998, the Company entered into a Revolving Credit Agreement (the
"Revolving Credit Agreement") with five banking institutions, which provided for
secured borrowings or the issuance of letters of credit in an aggregate amount
not to exceed $75 million. The Revolving Credit Agreement was secured 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. The Revolving
Credit Agreement was due to expire on July 1, 2003.

Available borrowings under the Revolving Credit Agreement were determined by a
borrowing base consisting of the Company's eligible (i) accounts receivable,
(ii) inventory and (iii) fixed assets, as adjusted by an advance rate. The
aggregate amount of available borrowings under the Revolving Credit Agreement
was automatically reduced by $0.5 million at the end of each calendar quarter
through June 30, 1999; and then by $1.25 million at the end of each calendar
quarter through December 31, 1999.

Amounts borrowed under the Revolving Credit Agreement bore interest at variable
rates based, at the Company's option on either (a) a Eurodollar loan rate, plus
an applicable margin based upon the ratio of the Company's total funded debt to
earnings before interest, taxes, depreciation and amortization ("EBITDA"), or
(b) the higher of (i) the BankBoston, N.A. base lending rate or (ii) one-half of
one percent above the Federal Funds Effective Rate, as defined, plus an
applicable margin based upon the ratio of the Company's total funded debt to
EBITDA. A commitment fee of .25% or .375% based upon the ratio of the Company's
total funded debt to EBITDA on the average daily unused portion of the Revolving
Credit Agreement was payable quarterly, in arrears.

The Revolving Credit Agreement contained financial covenants which, among other
things, required maintenance of a minimum tangible net worth and interest
coverage ratio and a maximum leverage ratio and level of debt to net worth, as
well as covenants which placed limits on dividend payments in excess of $2.0
million per year and capital expenditures in excess of 140% of such year's
depreciation expense.

On December 9, 1999, the Company entered into the Third Amendment to the
Revolving Credit Agreement (the "Third Amendment") to return the amount of
secured borrowings or the issuance of letters of credit to the initial aggregate
amount of $75.0 million, reschedule the automatic reductions and amend the
leverage coverage ratio covenant. Pursuant to the Third Amendment, the aggregate
amount of borrowings was to be automatically reduced by $5.0 million on November
30, 2000 and December 31, 2000 and by $1.5 million at the end of each quarter
beginning March 31, 2001 through June 30, 2003. On May 1, 2000, the Company
entered into the Limited Waiver and Fourth Amendment to Revolving Credit
Agreement (the "Limited Waiver and Fourth Amendment"). The Limited Waiver and
Fourth Amendment reduced the aggregate amount of secured borrowings or the
issuance of letters of credit to $55.0 million, rescheduled the automatic
reductions, eliminated the eligibility for early security release and contained
certain other amendments, which were effective with the sale of the Crown
Divisions in May 2000. Pursuant to the Limited Waiver and Fourth Amendment, the
aggregate amount of borrowings was to be automatically reduced by $5.0 million
on December 31, 2000, by $5.0 million on December 31, 2001 and by $7.5 million
on December 31, 2002. The Limited Waiver and Fourth Amendment also consented to
the sale of the Crown Divisions, released any security interest in the Crown
assets, released Crown Canada as a guarantor and provided for the elimination of
the borrowing base if, on April 10, 2001, no Default or Event of Default
existed. Pursuant to the Limited Waiver and Fourth Amendment, the lenders agreed
to waive compliance with the leverage ratio, the interest coverage ratio and the
liabilities to net worth ratio covenants for the quarter ended March 31, 2000.

At June 30, 2000 and September 30, 2000, the Company was in violation of its
interest coverage and leverage ratio covenants. On August 18, 2000, the Company
entered into a Forbearance Agreement with the lenders, whereby the lenders
agreed to allow the violation of the interest coverage and leverage ratio
covenants to continue to exist until September 30, 2000, provided the Company's
borrowings and outstanding letters of credit under the Revolving Credit
Agreement did not exceed $52 million and the Company met certain other
conditions. Pursuant to the Forbearance Agreement, outstanding borrowings under
the Revolving Credit Agreement during the forbearance period bore interest as
set forth in the Revolving Credit Agreement plus 1/2% per annum.


14  TransPro, Inc. Annual Report
<PAGE>   17
On September 29, 2000, the Company entered into the Second Forbearance Agreement
with the lenders, whereby the lenders agreed to allow the violation of the
interest coverage and leverage ratio covenants to continue to exist until
November 15, 2000, provided the Company's borrowings and outstanding letters of
credit under the Revolving Credit Agreement did not exceed $52 million, the
borrowing base exceeded the sum of the Company's borrowings plus outstanding
letters of credit under the Revolving Credit Agreement by $20 million and the
Company met certain other conditions. Pursuant to the Second Forbearance
Agreement, outstanding borrowings under the Revolving Credit Agreement during
the forbearance period bore interest as set forth in the Revolving Credit
Agreement plus 1/2% per annum.

On November 15, 2000, the Company entered into the Third Forbearance Agreement
with the lenders, whereby the lenders agreed to allow the violation of the
interest coverage and leverage ratio covenants to continue to exist until
December 27, 2000, provided the Company's borrowings and outstanding letters of
credit under the Revolving Credit Agreement did not exceed $52 million, the
borrowing base exceeded the sum of the Company's borrowings plus outstanding
letters of credit under the Revolving Credit Agreement by $20 million and the
Company met certain other conditions.

On December 20, 2000, the Company entered into the Fourth Forbearance Agreement
with the lenders, whereby the lenders agreed to allow the violation of the
interest coverage and leverage ratio covenants to continue to exist until
January 12, 2001 under the same terms and conditions as the Third Forbearance
Agreement.

Borrowings under the Revolving Credit Agreement are classified as a current
liability in the accompanying consolidated balance sheet as of December 31,
2000.

On January 4, 2001, the Company entered into a $65 million Loan and Security
Agreement (the "Loan Agreement") with Congress Financial Corporation (New
England) ("Congress"), an affiliate of First Union National Bank to replace the
Revolving Credit Agreement.

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, at Congress' option, thereafter.

The Loan Agreement is secured 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 and letter of credit issuance 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. At March 15, 2001, the borrowing base was approximately $47.7
million. The Term Loan is payable in 59 consecutive equal monthly installments
of $0.06 million 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.

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 and $67.5 million of net worth at
all times and prohibits the payment of common stock dividends.

Under the current terms of the Loan Agreement, borrowings under the Revolving
Credit Facility would be classified as a current liability according to the
accounting rules.

Total debt outstanding at December 31, 2000 under the Revolving Credit Agreement
was $40.0 million. In addition, the Company had floating rate Industrial Revenue
Bonds totaling $5 million outstanding at December 31, 2000, which were fully
secured by letters of credit. Outstanding letters of credit totaled
approximately $9.2 million at December 31, 2000. As of December 31, 2000, the
Company had $2.7 million available for borrowing under the Revolving Credit
Agreement.

During 2000, net borrowings under the Revolving Credit Agreement decreased by
$9.6 million. In 1999, net borrowings under the Revolving Credit Agreement
increased by $19.2 million. During 1998, net borrowings under the Revolving
Credit Agreement increased by $3.1 million.

During 2000, the Company required $11.5 million to support its continuing
operations. The net loss plus total adjustments to reconcile the net loss to net
cash used in operating activities, which includes, among other things,
depreciation and amortization, deferred income taxes, the gain on the sale of
discontinued operations and income from discontinued operations, required
funding of $3.2 million. Accounts receivable increased $3.0 million largely as a
result of the timing of certain radiator and heater shipments in the fourth
quarter. Lower inventory levels provided $1.4 million of cash.

During 1999, the Company required $10.1 million of cash to support its
continuing operations. Net income, plus adjustments to reconcile net income to
net cash used in operating activities, resulted in $8.7 million of operating
cash flows. The Company invested $20.9 million in inventory and $3.2 million in
accounts receivable to support new product introduction and its expansion in the
air conditioning parts business. An increase in accounts payable and accrued
expenses provided $7.4 million in cash.

During 1998, the Company generated $7.4 million of cash from continuing
operations. Net income plus total adjustments to reconcile net income to net
cash provided by operating activities from continuing operations, resulted in
$6.0 million of operating cash flows. Accounts receivable collections and
inventories generated cash of $1.5 million and $1.2 million, respectively. An
increase in accounts payable and accrued expenses provided $1.0 million.

Capital spending totaled $5.4 million, $6.2 million and $6.2 million in 2000,
1999 and 1998, respectively. In 2000, the Company realized net proceeds of 26.8
million from the sale of the Specialty Metal Fabrication segment. In 1999, the
Company purchased all of the outstanding stock of A/C Plus for $2.25 million in
cash and issued a note payable for $0.25 million payable on the second
anniversary of the closing. In 1998, the Company purchased all of the
outstanding stock of Evap for approximately $6.0 million, which included an
initial cash payment of $3.0 million and the issuance of $3.0 million of
TransPro, Inc. Series B Convertible Redeemable Preferred Stock (the "Series B
Preferred Stock").

In 2000, cash dividends of $0.7 million and $0.1 million were paid to holders of
common stock and Series B Preferred Stock, respectively. In September 2000, the
Board of Directors elected to discontinue the Company's quarterly cash dividend
to holders of common stock. In 1999, cash dividends of $1.3 million and $0.1
million were paid to holders of common stock and Series B preferred stock,
respectively. In 1998, cash dividends of $1.3 million were paid to holders of
common stock.

The future liquidity and ordinary capital needs of the Company in the short term
are expected to be met from a combination of cash flows from operations and
borrowings under the Loan Agreement. The Company's working capital requirements
peak during the second and third quarters, reflecting the normal seasonality in
the Aftermarket Heating and Cooling Systems business. The Company believes that
its cash flow from operations, together with borrowings under its Loan
Agreement, will be adequate to meet its near-term anticipated ordinary capital
expenditures and working capital requirements. However, the Company believes
that the amount of borrowings available under the Loan Agreement will not be
sufficient to meet the capital needs for major growth initiatives. If the
Company were to implement major new growth initiatives, it would have to seek
additional sources


                                                                              15
<PAGE>   18
of capital. However, no assurance can be given that the Company would be
successful in securing such additional sources of capital.

ACQUISITIONS Effective February 1, 1999, the Company purchased 100% of the
outstanding stock of A/C Plus, an air conditioning compressor remanufacturer
located in Arlington, Texas. A/C Plus had sales of approximately $2.9 million in
fiscal 1998. The transaction was structured with a purchase price of $2.25
million paid in cash and a promissory note of $0.25 million payable on the
second anniversary of the closing. Concurrent with the purchase, the Company
repaid $0.5 million in working capital debt on behalf of A/C Plus. The purchase
price and working capital debt repayment were financed through the Company's
Revolving Credit Agreement. The acquisition was accounted for as a purchase.
Goodwill of $2.2 million was recorded in connection with the transaction and is
being amortized over 20 years. The results of A/C Plus have been included in the
Company's consolidated financial statements from the date of acquisition.

Effective August 1, 1998, the Company acquired 100% of the outstanding stock of
Evap, an Arlington, Texas manufacturer and distributor of replacement automotive
air conditioning parts. Evap's fiscal 1997 sales were $6.6 million. The
transaction was structured with an initial purchase price of $6.0 million
consisting of $3.0 million cash at closing and 30,000 shares of Series B
Preferred Stock, with an opportunity for a maximum additional payout of $3.75
million based upon the future earnings performance of the Evap business. The
Company is currently evaluating the additional payout related to the future
earnings provisions of the transaction. Concurrent with the purchase, the
Company repaid $1.7 million of working capital debt on behalf of Evap. The
Company financed the cash portion of the initial purchase price and the working
capital debt repayment with borrowings under the Revolving Credit Agreement. The
acquisition was accounted for as a purchase and goodwill of $3.3 million, which
is being amortized over 20 years, was recorded as part of the transaction.
Evap's results have been included in the Company's consolidated financial
statements from the date of acquisition. 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 sheets. The potential additional
payout based on future earnings will take the form of an increase in the
liquidation preference of the Series B Preferred Stock. 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; and 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 defined 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. The market value of the
TransPro common stock in excess of the 7% limitation, if any, will be paid in
cash.

INFLATION The overall impact of the low rate of inflation in recent years has
resulted in no significant impact on labor costs and general services utilized
by the Company. The principal raw materials used in the Company's original
equipment and replacement radiator product lines are copper and brass. The
Company also requires aluminum for its radiator, condenser and heater product
lines. Copper, brass, aluminum and other primary metals used in the Company's
business are generally subject to commodity pricing and variations in the market
prices for such materials. Although these materials are available from a number
of vendors, the Company has chosen to concentrate its sources with a limited
number of long-term suppliers. The Company typically executes purchase orders
for its copper and brass requirements approximately three to six months prior to
the actual delivery date. The purchase price for such copper, brass, and
aluminum cores is established at the time such orders are placed by the Company
and not at the time of delivery.

The Company manages its metals commodity pricing by attempting to pass through
any cost increases to its customers. Although the Company has been successful in
passing through price increases to its customers to offset a portion of past
cost increases of copper, brass, and aluminum, there is no assurance that the
Company will continue to be successful in raising prices in the future. The
Company does not use hedging transactions with respect to its metals
consumption.

ENVIRONMENTAL MATTERS The Company is subject to Federal, state and local laws
designed to protect the environment and believes that, as a general matter, its
policies, practices and procedures are properly designed to reasonably prevent
risk of environmental damage and financial liability to the Company. During
1998, the Company was fined approximately $0.1 million in connection with
certain pre-treatment water containment violations at its Jackson, Mississippi
facility. The issues were satisfactorily resolved. The Company believes it is
reasonably possible that environmental related liabilities might exist with
respect to an industrial site formerly occupied by the Company. Based upon
environmental site assessments, the Company believes that the cost of any
potential remediation for which the Company may ultimately be responsible will
not have a material adverse effect on the consolidated financial position,
results of operations, or liquidity of the Company.

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 does not
expect the adoption of SFAS No. 133 to have a material impact on its results of
operations or financial position.

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. Forward-looking
statements regarding the Company's future business prospects, revenues, orders,
sales and liquidity are subject to certain risks, uncertainties and other
factors that could cause actual results to differ materially from those
projected or suggested in the forward-looking statements, including but not
limited to: business conditions and growth in the general economy and automotive
and truck business, the impact of competitive products and pricing, changes in
customer and product mix, failure to obtain new customers, retain existing
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.


16  TransPro, Inc. Annual Report
<PAGE>   19
Consolidated Statements of Operations:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                                                           2000               1999               1998
(Amounts in thousands, except per share amounts)
<S>                                                                             <C>                <C>                <C>
Sales from continuing operations                                                $ 203,320          $ 205,563          $ 195,592
Cost of sales                                                                     163,816            151,528            150,351
------------------------------------------------------------------------------------------------------------------------------------
Gross margin                                                                       39,504             54,035             45,241
Selling, general and administrative expenses                                       47,131             45,348             42,703
Plant closure and severance costs                                                   1,407                325                 --
------------------------------------------------------------------------------------------------------------------------------------
(Loss) income from continuing operations
before interest and taxes                                                          (9,034)             8,362              2,538
Interest expense, net                                                               4,815              4,444              3,326
------------------------------------------------------------------------------------------------------------------------------------
(Loss) income from continuing operations before taxes                             (13,849)             3,918               (788)
Income tax benefit                                                                 (4,615)            (1,181)              (341)
------------------------------------------------------------------------------------------------------------------------------------
(Loss) income from continuing operations                                           (9,234)             5,099               (447)
Income from discontinued operations, net of tax
of $391, $1,285 and $1,599 for 2000, 1999 and 1998                                    440              1,717              2,094
Gain on sale of discontinued operations, net of tax of $3,841                       6,002                 --                 --
------------------------------------------------------------------------------------------------------------------------------------
NET (LOSS) INCOME                                                               $  (2,792)         $   6,816          $   1,647
====================================================================================================================================
Basic (loss) earnings per common share:
     From continuing operations                                                 $   (1.43)         $    0.77          $   (0.07)
     From discontinued operations                                                    0.07               0.26               0.32
     From gain on sale of discontinued operations                                    0.91                 --                 --
------------------------------------------------------------------------------------------------------------------------------------
BASIC NET (LOSS) EARNINGS PER COMMON SHARE                                      $   (0.45)         $    1.03          $    0.25
====================================================================================================================================
Diluted (loss) earnings per common share:
     From continuing operations                                                 $   (1.43)         $    0.72          $   (0.07)
     From discontinued operations                                                    0.07               0.24               0.32
     From gain on sale of discontinued operations                                    0.91                 --                 --
------------------------------------------------------------------------------------------------------------------------------------
DILUTED NET (LOSS) EARNINGS PER COMMON SHARE                                    $   (0.45)         $    0.96          $    0.25
====================================================================================================================================

WEIGHTED AVERAGE COMMON SHARES - BASIC                                              6,573              6,573              6,591
====================================================================================================================================
WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS - DILUTED                            6,573              7,089              6,591
====================================================================================================================================
</TABLE>


Consolidated Statements of Comprehensive (Loss) Income:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                                                       2000                  1999                 1998
(Amounts in thousands)
<S>                                                                          <C>                    <C>                  <C>
Net (loss) income                                                            $(2,792)               $6,816               $1,647
------------------------------------------------------------------------------------------------------------------------------------
Other comprehensive (loss) income, net of tax:
Minimum pension liability adjustment                                            (341)                1,160                   17
------------------------------------------------------------------------------------------------------------------------------------
Other comprehensive (loss) income                                               (341)                1,160                   17
------------------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE (LOSS) INCOME                                                  $(3,133)               $7,976               $1,664
====================================================================================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                                                             17
<PAGE>   20
Consolidated Balance Sheets:

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,                                                                      2000                    1999
(Amounts in thousands)
<S>                                                                            <C>                     <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                 $     172               $     222
     Accounts receivable (less allowances of $2,698 and $1,943)                   34,154                  31,845
     Inventories:
          Raw materials                                                           21,350                  23,139
          Work in process                                                          2,391                   2,706
          Finished goods                                                          51,545                  50,824
--------------------------------------------------------------------------------------------------------------------
     TOTAL INVENTORIES                                                            75,286                  76,669
--------------------------------------------------------------------------------------------------------------------

     Deferred income taxes                                                         5,703                   4,913
     Other current assets                                                          4,890                   1,646
     Net assets held for disposition                                                  --                  24,405
--------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                             120,205                 139,700
--------------------------------------------------------------------------------------------------------------------











Property, plant and equipment:
     Land and land improvements                                                       90                     148
     Buildings                                                                    10,628                  10,671
     Machinery and equipment                                                      68,287                  64,562
     Leasehold improvements                                                        1,562                   1,221
--------------------------------------------------------------------------------------------------------------------
                                                                                  80,567                  76,602
     Less: accumulated depreciation and amortization                             (53,856)                (49,446)
--------------------------------------------------------------------------------------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT                                                 26,711                  27,156
--------------------------------------------------------------------------------------------------------------------

Goodwill (net of amortization of $1,130 and $746)                                  6,869                   7,253
Other assets                                                                       2,478                   2,184
--------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                   $ 156,263               $ 176,293
====================================================================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


18 TransPro, Inc. Annual Report
<PAGE>   21
Consolidated Balance Sheets:


Liabilities and Stockholders' Equity

<TABLE>
<CAPTION>
DECEMBER 31,                                                                                          2000               1999
(Amounts in thousands, except share and per share amounts)
<S>                                                                                                <C>                <C>
CURRENT LIABILITIES:
     Revolving credit debt                                                                         $  39,680          $      --
     Accounts payable                                                                                 21,972             20,552
     Accrued salaries and wages                                                                        2,910              3,653
     Accrued insurance                                                                                 2,446              3,415
     Accrued pension                                                                                   1,856              1,617
     Accrued taxes                                                                                     1,142              1,962
     Accrued warranty                                                                                  1,100                559
     Accrued expenses                                                                                  3,948              3,027
------------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                                             75,054             34,785
------------------------------------------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES:
     Long-term debt                                                                                    4,658             61,928
     Retirement and postretirement obligations                                                         3,867              3,474
     Deferred income taxes                                                                               926                291
     Other liabilities                                                                                   281                393
------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                                     84,786            100,871
------------------------------------------------------------------------------------------------------------------------------------
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 December 31, 2000 and 1999                                                         --                 --
          Series B convertible preferred stock, $.01 par value:
               Authorized 30,000 shares; issued and outstanding
               30,000 at December 31, 2000 and 1999 (liquidation preference $3,000)                       --                 --
     Common stock, $.01 par value:
          Authorized 17,500,000 shares at December 31, 2000 and 1999;
          6,669,446 shares issued in 2000 and 1999 and
          6,590,335 and 6,597,335 shares outstanding in 2000 and 1999                                     66                 66
     Paid-in capital                                                                                  55,019             55,074
     Unearned compensation                                                                               (21)               (66)
     Retained earnings                                                                                16,724             20,318
     Accumulated other comprehensive (loss) income                                                      (285)                56
     Treasury stock, at cost:
          72,111 shares at December 31, 2000 and 1999                                                    (26)               (26)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                                                            71,477             75,422
------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                         $ 156,263          $ 176,293
====================================================================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                                                             19
<PAGE>   22
Consolidated Statements of Cash Flows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                                                                      2000           1999          1998
(Amounts in thousands)
<S>                                                                                        <C>            <C>            <C>
Cash flows from operating activities:
     Net (loss) income                                                                     $ (2,792)      $  6,816       $ 1,647
     Adjustments to reconcile net (loss) income to net cash (used in) provided by
     operating activities from continuing operations:
          Gain on sale of discontinued operation, including income
          during the phase-out                                                               (6,002)            --            --
          Income from discontinued operations                                                  (440)        (1,717)       (2,094)
          Depreciation and amortization                                                       5,760          5,986         5,436
          Deferred income taxes                                                                (497)        (2,698)         (287)
          Provision for losses - accounts receivable                                            739            268         1,323
------------------------------------------------------------------------------------------------------------------------------------
     Net (loss) income plus total adjustments to reconcile net (loss) income to net
     cash (used in) provided by operating activities from continuing operations              (3,232)         8,655         6,025
     Change in operating assets and liabilities, net of acquisitions:
          Accounts receivable                                                                (3,048)        (3,196)        1,450
          Inventories                                                                         1,383        (20,917)        1,201
          Accounts payable                                                                    1,420          7,241         3,965
          Accrued expenses                                                                   (4,672)           200        (2,959)
          Other, net                                                                         (3,313)         1,537        (2,948)
------------------------------------------------------------------------------------------------------------------------------------
     Net cash (used in) provided by operating activities from continuing operations         (11,462)        (6,480)        6,734
     Change in net assets held for disposition                                                  (37)        (3,571)          651
------------------------------------------------------------------------------------------------------------------------------------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                         (11,499)       (10,051)        7,385
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
     Capital expenditures                                                                    (5,355)        (6,194)       (6,217)
     Net proceeds from sale of discontinued operations                                       26,772             --            --
     Sales and retirements of fixed assets, net                                                 424             11            73
     Acquisitions, net of cash acquired and transaction costs                                    --         (2,118)       (2,764)
------------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                          21,841         (8,301)       (8,908)
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
     Dividends paid                                                                            (802)        (1,375)       (1,348)
     Net (repayments) borrowings under Revolving Credit Agreement                            (9,590)        19,242         3,105
------------------------------------------------------------------------------------------------------------------------------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                                         (10,392)        17,867         1,757
------------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                                            (50)          (485)          234
     Cash and cash equivalents at beginning of year                                             222            707           473
------------------------------------------------------------------------------------------------------------------------------------
     Cash and cash equivalents at end of year                                              $    172       $    222       $   707
====================================================================================================================================
Supplemental disclosures of cash flow information:
     Interest paid                                                                         $  3,898       $  4,213       $ 3,064
====================================================================================================================================
     Taxes paid (net of refunds)                                                           $  3,240       $  1,861       $ 1,041
====================================================================================================================================
Supplemental schedule of non-cash investing and financing activities:
     The Company acquired A/C Plus and Evap in 1999 and 1998, respectively;
     the details of which are further described in Note 14. In connection with these
     transactions, liabilities were assumed and preferred stock issued, as follows:
     Fair value of assets acquired                                                                        $  3,060       $ 5,679
     Cash Paid                                                                                              (2,250)       (3,000)
====================================================================================================================================
     Liabilities assumed                                                                                  $    810       $ 2,679
====================================================================================================================================
     Preferred stock issued                                                                               $     --       $ 3,000
====================================================================================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


20 TransPro, Inc. Annual Report
<PAGE>   23
Consolidated Statements of Changes in Stockholders' Equity:



YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(Amounts in thousands, except share and per share amounts)

<TABLE>
<CAPTION>


                                            Common Stock            Preferred Stock         Treasury       Paid-in
                                        Shares         Value        Shares       Value     Stock Value     Capital
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>        <C>           <C>        <C>          <C>
BALANCE DECEMBER 31, 1997              6,611,460         $66            --        $--        $(26)        $ 52,227
Net income                                    --          --            --         --          --               --
Insurance of preferred stock
     related to an acquisition                --          --        30,000         --          --            3,000
Common stock dividends
    declared ($0.20 per share)                --          --            --         --          --               --
Preferred stock dividends
    declared                                  --          --            --         --          --               --
Restricted stock issued                    4,800          --            --         --          --               37
Restricted stock canceled                (18,925)         --            --         --          --             (190)
Amortization of
    unearned compensation                     --          --            --         --          --               --
Net change in adjustment for
    minimum pension liability                 --          --            --         --          --               --
--------------------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1998              6,597,335          66        30,000         --         (26)          55,074
Net income                                    --          --            --         --          --               --
Common stock dividends
    declared ($0.20 per share)                --          --            --         --          --               --
Preferred stock dividends
    declared                                  --          --            --         --          --               --
Amortization of unearned
    compensation                              --          --            --         --          --               --
Net change in adjustment for
    minimum pension liability                 --          --            --         --          --               --
--------------------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1999              6,597,335          66        30,000         --         (26)          55,074
Net loss                                      --          --            --         --          --               --
Common stock dividends
    declared ($0.10 per share)                --          --            --         --          --               --
Preferred stock dividends
    declared                                  --          --            --         --          --               --
Restricted stock canceled                 (7,000)         --            --         --          --              (55)
Amortization of unearned
    compensation                              --          --            --         --          --               --
Net change in adjustment for
    minimum pension liability                 --          --            --         --          --               --
--------------------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2000              6,590,335         $66        30,000        $--        $(26)        $ 55,019
====================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                   Accumulated
                                                                      Other             Total
                                      Retained       Unearned      Comprehensive    Stockholders'
                                      Earnings      Compensation   (Loss) Income       Equity
---------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>              <C>
BALANCE DECEMBER 31, 1997             $ 14,584         $(369)        $(1,121)        $ 65,361
Net income                               1,647            --              --            1,647
Insurance of preferred stock
     related to an acquisition              --            --              --            3,000
Common stock dividends
    declared ($0.20 per share)          (1,323)           --              --           (1,323)
Preferred stock dividends
    declared                               (25)           --              --              (25)
Restricted stock issued                     --           (37)             --               --
Restricted stock canceled                   --           190              --               --
Amortization of
    unearned compensation                   --           103              --              103
Net change in adjustment for
    minimum pension liability               --            --              17               17
---------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1998               14,883          (113)         (1,104)          68,780
Net income                               6,816            --              --            6,816
Common stock dividends
    declared ($0.20 per share)          (1,321)           --              --           (1,321)
Preferred stock dividends
    declared                               (60)           --              --              (60)
Amortization of unearned
    compensation                            --            47              --               47
Net change in adjustment for
    minimum pension liability               --            --           1,160            1,160
---------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1999               20,318           (66)             56           75,422
Net loss                                (2,792)           --              --           (2,792)
Common stock dividends
    declared ($0.10 per share)            (660)           --              --             (660)
Preferred stock dividends
    declared                              (142)           --              --             (142)
Restricted stock canceled                   --             9              --              (46)
Amortization of unearned
    compensation                            --            36              --               36
Net change in adjustment for
    minimum pension liability               --            --            (341)            (341)
---------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2000             $ 16,724         $ (21)        $  (285)        $ 71,477
===================================================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                                                             21
<PAGE>   24
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 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION: The Company's consolidated financial statements include
the accounts of all subsidiaries. Intercompany balances and transactions have
been eliminated.

CASH EQUIVALENTS: The Company considers all highly liquid investments with
maturities of three months or less at the time of purchase to be cash
equivalents.

INVENTORIES: Inventories are valued at the lower of cost (first-in, first-out
method) or market.

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded at
cost. Ordinary maintenance and repairs are expensed; replacements and
betterments are capitalized. Land improvements, buildings and machinery are
depreciated over their estimated useful lives under the straight-line method.
Estimated useful lives for buildings are 40 years and for machinery and
equipment are between three and ten years. The provision for amortization of
leasehold improvements is based on the lease term or the estimated useful lives
of the improvements, whichever is shorter. Upon retirement or disposition of
plant and equipment, the cost and related accumulated depreciation are removed
from the accounts and any resulting gain or loss is recognized in the Company's
consolidated statements of operations.

GOODWILL: Goodwill represents the excess of cost over the fair value of assets
acquired and is being amortized using the straight-line method over 20 years.
The Company periodically estimates the future undiscounted cash flows of the
businesses to which goodwill relates to ensure that the carrying value of such
goodwill has not been impaired. The Company's existing goodwill relates to the
acquisitions of A/C Plus in 1999, Evap in 1998, and Rahn Industries in 1996.

FOREIGN CURRENCY TRANSLATION: Generally, assets and liabilities of the Company's
Mexico subsidiary are translated into U.S. dollars at the current rate of
exchange, while revenues and expenses are translated at the average exchange
rate during the year. Property, plant and equipment, and its associated
depreciation, and stockholders' equity are translated at the historical rate.
The functional currency of the Company's manufacturing operations in Mexico is
the U.S. dollar and, therefore, any adjustments related to currency translations
are included in results from continuing operations. The Securities and Exchange
Commission has deemed that Mexico ceased to be a highly inflationary economy,
effective for quarters beginning after January 1, 1999. As the Company currently
uses the U.S. dollar as its functional currency, there was no material impact on
the financial position of the Company. The net assets of the Company's Mexico
subsidiary were $9.3 million and $7.7 million as of December 31, 2000 and 1999,
respectively.

REVENUE RECOGNITION: Generally, the Company receives purchase orders for its
products from its customers, which do not contain contingent performance factors
related to customer acceptance of product, and recognizes revenue when title
passes. Delivery charges billed to customers were not significant in 2000, 1999
and 1998.

WARRANTY: The Company generally warranties its products for one year from date
of sale.

RESEARCH AND DEVELOPMENT: Research and development costs are expensed as
incurred.

IMPAIRMENT OF LONG-LIVED ASSETS: The Company, in the event that circumstances
arise that indicate that its long-lived assets may be impaired, would perform an
evaluation of asset impairment in accordance with Statement of Financial
Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The assets'
carrying values would be compared to the estimated future undiscounted cash
flows of the assets to determine if a write-down is required. There were no
impaired long-lived assets at December 31, 2000 and 1999.

OTHER COMPREHENSIVE INCOME: The Company has reported other comprehensive income
in accordance with the provisions of Statement of Financial Accounting Standards
No. 130 ("SFAS No. 130"), "Reporting Comprehensive Income." Other comprehensive
income represents the change in the equity of the business from non-owner
sources and is presented in a separate consolidated financial statement.

SEGMENT INFORMATION: The Company has reported segment information in accordance
with Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"),
"Disclosures about Segments of an Enterprise and Related Information." SFAS No.
131 requires disclosure of financial data based on the "management approach" to
business decision-making. The management approach is based on internal
information used for making operating decisions and assessing the performance of
the Company's reportable segments. SFAS No. 131 also requires disclosures
regarding products and services. Segment information is reported separately in
the notes to the consolidated financial statements.

USE OF ESTIMATES: The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the dates of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

RECLASSIFICATION: Certain items in prior years have been reclassified to conform
to the presentation of Crown as a discontinued operation.

CASH OVERDRAFTS: Included in accounts payable are overdrafts of $1.3 million and
$0.7 million at December 31, 2000 and 1999, respectively.


22 TransPro, Inc. Annual Report
<PAGE>   25
NOTE 3 SEGMENT AND BUSINESS INFORMATION



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 accounting policies of the segments are the same as those described in Note
2, with the exception of the following:

INTERCOMPANY SALES: Segment data includes inter-segment sales at cost. In 1998,
a standard intercompany markup was included.

ALLOCATIONS: Certain other expenses are allocated between segments based on
their respective use of shared facilities and resources, such as information
technology, human resources and finance and accounting functions.

The Company evaluates the performance of its segments and allocates resources
accordingly based on operating results before interest and taxes.

The tables below set forth information about reported segments for the years
ended December 31:


<TABLE>
<CAPTION>
                                                                                                   (LOSS) INCOME FROM
                                                                                                   CONTINUING OPERATIONS
                                                         CONSOLIDATED REVENUES                     BEFORE INTEREST & TAXES
<S>                                          <C>             <C>             <C>             <C>           <C>            <C>
BUSINESS SEGMENT                                2000            1999            1998          2000           1999          1998
Amounts in thousands
Aftermarket Heating and Cooling Systems      $ 166,544       $ 166,235       $ 156,335       $(1,137)      $ 14,064       $ 9,944
OEM Heat Transfer Systems                       36,776          39,328          39,257        (3,810)        (1,324)       (1,955)
Inter-segment revenues:
Aftermarket Heating and Cooling Systems          6,851           5,868           3,678            --             --            --
OEM Heat Transfer Systems                           63              16             112            --             --            --
Elimination of inter-segment revenues           (6,914)         (5,884)         (3,790)           --             --            --
------------------------------------------------------------------------------------------------------------------------------------
Segment totals                                 203,320         205,563         195,592        (4,947)        12,740         7,989
Corporate expenses                                  --              --              --        (4,087)        (4,378)       (5,451)
------------------------------------------------------------------------------------------------------------------------------------
Consolidated Totals                          $ 203,320       $ 205,563       $ 195,592       $(9,034)      $  8,362       $ 2,538
====================================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                                                       DEPRECIATION AND
                                   TOTAL ASSETS BY SEGMENT               CAPITAL EXPENDITURES         AMORTIZATION EXPENSE

BUSINESS SEGMENT               2000        1999           1998         2000      1999      1998      2000      1999      1998
<S>                          <C>         <C>            <C>            <C>       <C>       <C>       <C>       <C>       <C>
Amounts in thousands
Aftermarket Heating and
     Cooling Systems         $121,440    $121,385       $ 89,022       $3,389    $4,272    $4,412    $4,060    $4,293    $3,995
OEM Heat Transfer Systems      19,202      19,853         18,831        1,966     1,921     1,756     1,515     1,506     1,260
-------------------------------------------------------------------------------------------------------------------------------
Segment totals                140,642     141,238        107,853        5,355     6,193     6,168     5,575     5,799     5,255
Corporate                      15,621      35,055(1)      34,360(1)        --         1        49       185       187       181
-------------------------------------------------------------------------------------------------------------------------------
Consolidated totals          $156,263    $176,293       $142,213       $5,355    $6,194    $6,217    $5,760    $5,986    $5,436
===============================================================================================================================
</TABLE>

(1) Includes net assets held for disposal in 1999 and 1998.


                                                                             23
<PAGE>   26
Business consolidation and closure costs and severance and recruitment-related
costs included in (loss) income from operations before interest and taxes for
the years ended December 31, are as follows:

<TABLE>
<CAPTION>
BUSINESS SEGMENT                                2000        1999          1998
<S>                                            <C>           <C>         <C>
(Amounts in thousands)
Aftermarket Heating and Cooling Systems        $  732        $325        $   --
Corporate                                         675          --            --
----------------------------------------------------------------------------------
TOTALS                                         $1,407        $325        $   --
==================================================================================
</TABLE>

In 2000, 1999 and 1998, AutoZone accounted for 20%, 12% and 11% of net sales,
respectively, and comprised 30%, 29% and 29% of total accounts receivable at
December 31, 2000, 1999 and 1998, respectively. These sales and accounts
receivable were in the Aftermarket Heating and Cooling Systems segment. In 2000,
1999, and 1998, the Company had no other customers who individually accounted
for greater than 10% of the Company's net sales.

Export sales from North America were below 10% in each of the years reported.
The Company has a manufacturing facility in Mexico. During 2000, 1999 and 1998,
the Company had $5.8 million, $5.1 million and $4.8 million of sales in of
Mexico, respectively, and $1.0 million, $4.3 million and $1.4 million of sales
in Canada, respectively. Substantially all other sales and substantially all of
the Company's assets were based in the U.S.

NOTE 4 PLANT AND BUSINESS CONSOLIDATION AND CLOSURE COSTS

In 2000, the Company recorded $0.7 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
eighteen manufacturing and eight distribution center employees. Approximately
$0.1 million of the total reserve remained as of December 31, 2000, related to
remaining facility restoration costs at the Houston facility. These costs are
expected to be paid in the first quarter of 2001.

<TABLE>
<CAPTION>
                                 AMOUNTS CHARGED                                                     BALANCE
                               TO OPERATIONS THROUGH                                               REMAINING AT
(Amounts in thousands)           DECEMBER 31, 2000       AMOUNTS PAID       AMOUNTS REVERSED      DECEMBER 31, 2000
<S>                            <C>                       <C>                <C>                   <C>
Workforce related                     $222                  $222                  $--                  $--
Facilities                             415                   301                   63                   51
Production related                     127                   127                   --                   --
Asset write down                        31                    31                   --                   --
--------------------------------------------------------------------------------------------------------------------
TOTAL                                 $795                  $681                  $63                  $51
====================================================================================================================
</TABLE>

During the fourth quarter of 2000, the Company reversed certain facility-related
charges as a result of early termination of a lease obligation. The balance
remaining at December 31, 2000 is classified as an accrued expense in the
accompanying consolidated balance sheet and will be paid in the first quarter of
2001.

In 1999, the Company recorded $0.3 million in plant and business consolidation
and closure costs, primarily for severance, related to the closing of the
Company's Philadelphia, Pennsylvania and Atlanta, Georgia replacement automotive
air conditioning condenser manufacturing plants. These costs were all paid
during 1999.


24 TransPro, Inc. Annual Report
<PAGE>   27
NOTE 5 INCOME TAXES


Information with respect to income taxes from continuing operations is as
follows:

<TABLE>
<CAPTION>

                                                                              2000            1999          1998
(Amounts in thousands)
<S>                          <C>                                           <C>             <C>           <C>
Current:                     Federal                                       $ (3,868)       $   1,249     $     (23)
                             Foreign                                            203               86           (33)
                             State and local                                   (453)             182             2
----------------------------------------------------------------------------------------------------------------------
                                                                             (4,118)           1,517           (54)
----------------------------------------------------------------------------------------------------------------------
Deferred:                    Federal                                           (384)             265          (218)
                             Foreign                                             --             (107)           --
                             State and local                                   (113)               2           (69)
                             Benefit related to GDI restructuring                --           (2,858)           --
----------------------------------------------------------------------------------------------------------------------
                                                                               (497)          (2,698)         (287)
----------------------------------------------------------------------------------------------------------------------
Benefit for income taxes                                                   $ (4,615)       $  (1,181)    $    (341)
======================================================================================================================
</TABLE>



A reconciliation of the benefit for income taxes at the Federal statutory rate
of 34% in 2000 and 1999, and 35% in 1998, to the reported tax benefit from
continuing operations is as follows:


<TABLE>
<CAPTION>
                                                                            2000            1999          1998
(Amounts in thousands)
<S>                                                                      <C>             <C>           <C>
Provision computed at the Federal statutory rate                         $ (4,709)       $   1,332     $    (276)
State and local income taxes, net of Federal income tax benefit              (374)             121           (44)
Benefit related to GDI restructuring                                           --           (2,858)           --
Permanent differences                                                         188               82           (29)
Other                                                                         280              142             8
------------------------------------------------------------------------------------------------------------------
Benefit for income taxes                                                 $ (4,615)       $  (1,181)    $    (341)
==================================================================================================================
</TABLE>


                                                                              25
<PAGE>   28
Significant components of deferred income tax assets and liabilities as of
December 31, are as follows:

<TABLE>
<CAPTION>
                                                                            2000                          1999
(Amounts in thousands)
<S>                                                                      <C>                           <C>
DEFERRED TAX ASSETS:
Inventories                                                              $  2,133                      $   2,143
Pensions and deferred compensation                                          2,032                          2,336
Postretirement benefits                                                       269                            387
Allowance for bad debts                                                     1,093                            779
Self-insurance reserves                                                       968                          1,024
Warranty reserves                                                             446                            224
Accrued vacation                                                              632                            616
Other                                                                         551                            473
-------------------------------------------------------------------------------------------------------------------
                  TOTAL DEFERRED TAX ASSETS                                 8,124                          7,982
-------------------------------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES:
Depreciation                                                               (2,595)                        (2,578)
Deferred charges                                                             (417)                          (437)
Other                                                                        (335)                          (345)
-------------------------------------------------------------------------------------------------------------------
                  TOTAL DEFERRED TAX LIABILITIES                           (3,347)                        (3,360)
-------------------------------------------------------------------------------------------------------------------
NET DEFERRED TAX ASSETS                                                  $  4,777                      $   4,622
===================================================================================================================
</TABLE>


The earnings of the foreign subsidiary are considered permanently reinvested in
the foreign operation and, therefore, no provision has been made for U.S. taxes
related to this subsidiary. During 1999, the Company's Canadian subsidiary
generated a net operating loss carry-forward of $0.4 million, which held a 50%
valuation allowance as of December 31, 1999. The valuation allowance was
reversed and the benefit of the net operating loss carry-forward was recognized
in connection with the sale of the Crown Division Specialty Metal Fabrication
segment. No valuation allowance was recognized against the deferred tax asset at
December 31, 2000 because the Company believes the deferred tax asset will be
realized in the future. (Loss) income before taxes from United States and
foreign sources is as follows:


<TABLE>
<CAPTION>
                                                                            2000            1999          1998
(Amounts in thousands)
<S>                                                                      <C>             <C>           <C>
United States                                                            $(14,301)       $   3,516     $  (1,023)
Foreign                                                                       452              402           235
-------------------------------------------------------------------------------------------------------------------
     (Loss) income before taxes                                          $(13,849)       $   3,918     $    (788)
===================================================================================================================
</TABLE>


The Company has state net operating loss carry-forwards that expire at various
times.


26  TransPro, Inc. Annual Report
<PAGE>   29
NOTE 6 EARNINGS PER SHARE


The following table sets forth the computation of basic and diluted (loss)
earnings per common share:


<TABLE>
<CAPTION>
                                                                                       2000           1999           1998
<S>                                                                                  <C>            <C>            <C>
(Amounts in thousands except per share amounts)
(LOSS) EARNINGS PER COMMON SHARE COMPUTATION

Numerator:

              (LOSS) INCOME FROM CONTINUING OPERATIONS                               $(9,234)       $ 5,099        $  (447)

              Less: preferred stock dividends                                           (142)           (60)           (25)
------------------------------------------------------------------------------------------------------------------------------------
              (Loss) income from continuing operations (attributable)
              available to stockholders                                               (9,376)         5,039           (472)

              Income from discontinued operations, net of tax                            440          1,717          2,094

              Gain on sale of discontinued operations, net of tax                      6,002             --             --
------------------------------------------------------------------------------------------------------------------------------------

              NET (LOSS) INCOME (ATTRIBUTABLE) AVAILABLE TO
              COMMON STOCKHOLDERS                                                     (2,934)         6,756          1,622

              Add back: preferred stock dividend                                          --             60             --
------------------------------------------------------------------------------------------------------------------------------------
              NET (LOSS) INCOME (ATTRIBUTABLE) AVAILABLE TO STOCKHOLDERS
              AND ASSUMED CONVERSIONS                                                $(2,934)       $ 6,816        $ 1,622
====================================================================================================================================

Denominator:

              Weighted average common shares                                           6,590          6,597          6,615

              Non-vested restricted stock                                                (17)           (24)           (24)
------------------------------------------------------------------------------------------------------------------------------------

              DENOMINATOR FOR BASIC EARNINGS PER COMMON SHARE -
              ADJUSTED WEIGHTED AVERAGE COMMON SHARES                                  6,573          6,573          6,591

              Dilutive effect of stock options and restricted non-vested stock            --             19             --

              Dilutive effect of Series B Preferred Stock                                 --            497             --
------------------------------------------------------------------------------------------------------------------------------------
              DENOMINATOR FOR DILUTED EARNINGS PER COMMON SHARE -
              ADJUSTED WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS                  6,573          7,089          6,591
====================================================================================================================================
              Basic (loss) earnings per common share:

                    From continuing operations                                       $ (1.43)       $  0.77        $ (0.07)

                    From discontinued operations                                        0.07           0.26           0.32

                    From gain on sale of discontinued operations, including
                    income during the phase out period                                  0.91             --             --
------------------------------------------------------------------------------------------------------------------------------------
              BASIC NET (LOSS) EARNINGS PER COMMON SHARE                             $ (0.45)       $  1.03        $  0.25
====================================================================================================================================
              Diluted (loss) earnings per common share:

                    From continuing operations                                       $ (1.43)       $  0.72        $ (0.07)

                    From discontinued operations                                        0.07           0.24           0.32

                    From gain on sale of discontinued operations, including
                    income during the phase out period                                  0.91             --             --
------------------------------------------------------------------------------------------------------------------------------------
              DILUTED NET (LOSS) EARNINGS PER COMMON SHARE                           $ (0.45)       $  0.96        $  0.25
====================================================================================================================================
</TABLE>


The weighted-average basic common shares outstanding was used in the calculation
of the diluted loss per common share for continuing operations, as well as the
diluted earnings per share from discontinued operations and from the gain on
sale from discontinued operations for the years ended December 31, 2000 and 1998
as the use of weighted-average diluted common shares outstanding would have an
anti-dilutive effect on the loss per share from continuing operations and the
net loss per share for each of the years.

There were outstanding options to purchase common stock excluded from the
diluted calculation because their exercise price exceeded the average market
price of TransPro common stock during the respective earnings periods. In
addition, there were 18,000 and 4,000 shares of non-vested restricted stock and
496,000 and 207,000 shares related to the Series B Convertible Preferred Stock
excluded from the 2000 and 1998 diluted calculations, respectively, because they
would have been anti-dilutive due to the loss from continuing operations. The
shares excluded and the average market prices of the excluded options were as
follows:

<TABLE>
<CAPTION>
                                                                                         2000            1999          1998
<S>                                                                                  <C>              <C>           <C>
Options                                                                                394,354          347,115       362,000
Average market prices                                                                $     4.49       $    6.22     $    7.39
</TABLE>


                                                                             27
<PAGE>   30
NOTE 7 FAIR VALUES OF FINANCIAL INSTRUMENTS

Financial Accounting Standards Board ("FASB") Statements of Financial Accounting
Standards No. 107, "Disclosure about Fair Value of Financial Instruments" and
No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments," are part of a continuing process by the FASB to improve
information regarding financial instruments. The following methods and
assumptions were used by the Company in estimating the fair value of each class
of financial instruments:

CASH AND CASH EQUIVALENTS: The carrying amount reported in the balance sheet for
cash and cash equivalents approximates its fair value.

DEBT: The carrying amounts of the Company's debt either approximate fair value
or are estimated using discounted cash flow analysis based on the Company's
current incremental borrowing rates for similar types of borrowing arrangements.

LETTERS OF CREDIT: The Company utilizes letters of credit to back its industrial
revenue bonds, certain insurance policies and certain trade purchases totaling
$5.2 million, $3.6 million and $0.4 million, respectively, at December 31, 2000.
The letters of credit reflect fair value as a condition of their underlying
purpose.

CONCENTRATION OF CREDIT RISK: The Company is subject to a concentration of
credit risk primarily with its trade and notes receivable. The Company grants
credit to certain customers who meet pre-established credit requirements, and
generally requires no collateral from its customers. Estimates of potential
credit losses are provided for in the Company's consolidated financial
statements and are within management's expectations and industry averages. As of
December 31, 2000, the Company had no other significant concentrations of credit
risk.

NOTE 8 DEBT

In July 1998, the Company entered into a Revolving Credit Agreement (the
"Revolving Credit Agreement") with five banking institutions, which provided for
secured borrowings or the issuance of letters of credit in an aggregate amount
not to exceed $75 million. The Revolving Credit Agreement was secured 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. The Revolving
Credit Agreement was due to expire on July 1, 2003.

Available borrowings under the Revolving Credit Agreement were determined by a
borrowing base consisting of the Company's eligible (i) accounts receivable,
(ii) inventory and (iii) fixed assets, as adjusted by an advance rate. The
aggregate amount of available borrowings under the Revolving Credit Agreement
was automatically reduced by $0.5 million at the end of each quarter through
June 30, 1999; and then by $1.25 million at the end of each quarter through
December 31, 1999.

Amounts borrowed under the Revolving Credit Agreement bore interest at variable
rates based, at the Company's option, on either (a) a Eurodollar loan rate, plus
an applicable margin based upon the ratio of the Company's total funded debt to
earnings before interest, taxes, depreciation and amortization ("EBITDA"), or
(b) the higher of (i) the BankBoston, N.A, base lending rate or (ii) one-half of
one percent above the Federal Funds Effective Rate, as defined, plus an
applicable margin based upon the ratio of the Company's total funded debt to
EBITDA. A commitment fee of .25% or .375% based upon the ratio of the Company's
total funded debt to EBITDA on the average daily unused portion of the Revolving
Credit Agreement was payable quarterly, in arrears.

The Revolving Credit Agreement contained financial covenants which, among other
things, required maintenance of a minimum tangible net worth and interest
coverage ratio and a maximum leverage ratio and level of debt to net worth, as
well as covenants which placed limits on dividend payments in excess of $2.0
million per year and capital expenditures in excess of 140% of such year's
depreciation expense.

On December 29, 1999, the Company entered into the Third Amendment to the
Revolving Credit Agreement (the "Third Amendment") to return the amount of
secured borrowings or the issuance of letters of credit to the initial aggregate
amount of $75.0 million, reschedule the automatic reductions and amend the
leverage coverage ratio covenant. Pursuant to the Third Amendment, the aggregate
amount of borrowings was to be automatically reduced by $5.0 million on November
30, 2000 and December 31, 2000 and by $1.5 million at the end of each quarter
beginning March 31, 2001 through June 30, 2003. On May 1, 2000, the Company
entered into the Limited Waiver and Fourth Amendment to Revolving Credit
Agreement (the "Limited Waiver and Fourth Amendment"). The Limited Waiver and
Fourth Amendment reduced the aggregate amount of secured borrowings or the
issuance of letters of credit to $55.0 million, rescheduled the automatic
reductions, eliminated the eligibility for early security release and contained
certain other amendments, which were effective with the sale of the Crown
Divisions in May 2000. Pursuant to the Limited Waiver and Fourth Amendment, the
aggregate amount of borrowings would have been automatically reduced by $5.0
million on December 31, 2000, by $5.0 million on December 31, 2001 and by $7.5
million on December 31, 2002. The Limited Waiver and Fourth Amendment also
consented to the sale of the Crown Divisions, released any security interest in
the Crown assets, released Crown Canada as a guarantor and provided for the
elimination of the borrowing base if, on April 10, 2001, no Default or Event of
Default existed. Pursuant to the Limited Waiver and Fourth Amendment, the
lenders agreed to waive compliance with the leverage ratio, the interest
coverage ratio and the liabilities to net worth ratio covenants for the quarter
ended March 31, 2000.

At June 30, 2000 and September 30, 2000, the Company was in violation of its
interest coverage and leverage ratio covenants. On August 18, 2000, the Company
entered into a Forbearance Agreement with the lenders, whereby the lenders
agreed to allow the violation of the interest coverage and leverage ratio
covenants to continue to exist until September 30, 2000, provided the Company's
borrowings and outstanding letters of credit under the Revolving Credit
Agreement did not exceed $52 million and the Company met certain other
conditions. Pursuant to the Forbearance Agreement, outstanding borrowings under
the Revolving Credit Agreement during the forbearance period bore interest as
set forth in the Revolving Credit Agreement plus 1/2% per annum.


28 TransPro, Inc. Annual Report
<PAGE>   31
On September 29, 2000, the Company entered into the Second Forbearance Agreement
with the lenders, whereby the lenders agreed to allow the violation of the
interest coverage and leverage ratio covenants to continue to exist until
November 15, 2000, provided the Company's borrowings and outstanding letters of
credit under the Revolving Credit Agreement did not exceed $52 million, the
borrowing base exceeded the sum of the Company's borrowings plus outstanding
letters of credit under the Revolving Credit Agreement by $20 million and the
Company met certain other conditions. Pursuant to the Second Forbearance
Agreement, outstanding borrowings under the Revolving Credit Agreement during
the Forbearance period bore interest as set forth in the Revolving Credit
Agreement plus 1/2 percent per annum.

On November 15, 2000, the Company entered into the Third Forbearance Agreement
with lenders, whereby the lenders agreed to allow the violation of the interest
coverage and leverage ratio covenants to continue to exist until December 20,
2000, provided the Company's borrowings and outstanding letters of credit under
the Revolving Credit Agreement did not exceed $52 million, the borrowing base
exceeded the sum of the Company's borrowings plus outstanding letters of credit
under the Revolving Credit Agreement by $20 million and the Company met certain
other conditions.

On December 20, 2000, the Company entered into the Fourth Forbearance Agreement
with the lenders, whereby the lenders agreed to allow the violation of the
interest coverage and leverage ratio covenants to continue to exist until
January 12, 2001 under the same terms and conditions.

Borrowings under the Revolving Credit Agreement are classified as a current
liability in the accompanying consolidated balance sheet as of December 31,
2000.


DEBT CONSISTED OF THE FOLLOWING AT DECEMBER 31:

<TABLE>
<CAPTION>
                                                                            2000                          1999
(Amounts in thousands)
<S>                                                                     <C>                            <C>
Current:
     Revolving credit agreement                                         $   40,042                     $      --
     Unamortized debt expense                                                 (362)                           --
---------------------------------------------------------------------------------------------------------------------
     Total current debt                                                     39,680                            --
Long-term:
     Revolving credit agreement                                                 --                        49,683
     Industrial revenue bonds:
     Floating rate bond due 2013                                             5,000                         5,000
     Floating rate bond due 2010                                                --                         8,000
     Unamortized debt expense                                                 (342)                         (755)
---------------------------------------------------------------------------------------------------------------------
     Total long-term debt                                                    4,658                        61,928
---------------------------------------------------------------------------------------------------------------------
Total debt                                                              $   44,338                     $  61,928
=====================================================================================================================
</TABLE>


                                                                              29
<PAGE>   32
Total debt outstanding at December 31, 2000 under the Revolving Credit Agreement
was $40.0 million. The interest rate on borrowings under the Revolving Credit
Agreement approximated 10.5% and 8.5% at December 31, 2000 and 1999,
respectively. The weighted average interest rate for the Revolving Credit
Agreement approximated 8.85% in 2000 and 6.55% in 1999.

In addition, the Company has Industrial Revenue Bonds totaling $5.0 million at
December 31, 2000. The bonds are due in October 2013 and are fully secured by
letters of credit. The floating rate industrial revenue bonds bear interest,
payable quarterly, at a rate based on a short-term tax-exempt bonds index, as
defined in the bonds, and approximated 4.40% and 4.11% at December 31, 2000 and
1999, respectively. The average interest rate for all industrial revenue
borrowings approximated 4.18% during 2000 and 3.65% during 1999.

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 Agreement 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 secured 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. The Term Loan is
payable in 59 consecutive equal monthly installments of $0.06 million 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. Under the current terms of the Loan
Agreement, borrowings under the Revolving Credit Facility would be classified as
a current liability according to the accounting rules.

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 and $67.5 million of net worth at
all times and prohibits the payment of common stock dividends.


NOTE 9 COMMITMENTS AND CONTINGENCIES


LEASES:  The Company's leases consist primarily of manufacturing
and distribution facilities and equipment and expire principally between 2001
and 2005. A number of leases require that the Company pay certain executory
costs (taxes, insurance, and maintenance) and contain renewal and purchase
options. Annual rental expense for operating leases approximated $4.3 million in
2000 and $4.9 million in 1999. Future minimum rental payments under
non-cancelable operating leases as of December 31, 2000 were as follows:


<TABLE>
<CAPTION>
         (Amounts in thousands)
<S>                                         <C>
         2001                               $   3,593
         2002                                   2,962
         2003                                   2,216
         2004                                   1,940
         2005                                   1,947
                                            ---------
         Total                              $  12,658
                                            =========
</TABLE>

INSURANCE: The Company is self-insured for health care, workers compensation,
general liability and product liability up to predetermined amounts above which
third party insurance applies. The Company is contingently liable to insurance
carriers under its workers compensation and liability policies and has reserved
approximately $2.4 million to pay such claims as of December 31, 2000.

LEGAL PROCEEDINGS: Various legal actions are pending against or involve the
Company with respect to such matters as product liability, casualty and
employment-related claims. In the opinion of management, after review and
consultation with counsel, the aggregate liability, if any, that ultimately may
be incurred in excess of amounts already provided should not have a material
adverse effect on the consolidated financial position, results of operations, or
liquidity of the Company.

SEVERANCE AGREEMENTS: The Company has a Key Employee Severance Policy and has
entered into severance agreements with key employees in order to provide
financial assistance if employment with the Company is terminated under the
circumstances set forth in the policy and the agreements. The policy and
agreements provide for formalized severance benefits in the event of
non-voluntary termination. The Company recorded severance-related costs of $0.4
million as of December 31, 2000 in connection with a formal separation agreement
with the former President and CEO of the Company.

ENVIRONMENTAL MATTERS: The Company is subject to Federal, state and local laws
designed to protect the environment and believes that, as a general matter, its
policies, practices and procedures are properly designed to reasonably prevent
risk of environmental damage and financial liability to the Company. The Company
believes it is reasonably possible that environmental-related liabilities might
exist with respect to one industrial site formerly occupied by the Company.
Based upon environmental site assessments, the Company believes that the cost of
any potential remediation, other than amounts already provided, for which the
Company may ultimately be responsible will not have a material adverse effect on
the consolidated financial position, results of operations, or liquidity of the
Company.

COLLECTIVE BARGAINING AGREEMENTS: The Company had 1,644 employees at December
31, 2000. Of these employees, 283 were covered by collective bargaining
agreements which expire at different times. The Company has successfully
renegotiated three collective bargaining agreements over the last several years,
but there can be no assurance that work stoppages will not occur in the future.


30 TransPro, Inc. Annual Report
<PAGE>   33
NOTE 10 STOCK COMPENSATION PLANS


STOCK OPTIONS At December 31, 2000, the Company had two stock option plans under
which key employees and directors have options to purchase TransPro common
stock. Under the 1995 Stock Plan (the "Stock Plan") options are granted at fair
market value on the date of grant and are exercisable cumulatively at the rate
of 50% two years from the date of grant, 75% three years from the date of grant,
and 100% four years from the date of grant. Options granted under the Stock Plan
expire 10 years from the date of the grant. Awards of restricted stock may also
be granted to key employees under the Stock Plan and may be issued in addition
to, or in lieu of stock options. The total number of shares of common stock with
respect to which stock options may be granted and restricted shares may be
awarded under the Stock Plan shall not exceed 600,000. At December 31, 2000 and
1999, respectively, 487,304 and 504,992 common shares were reserved for stock
options and restricted shares granted under the Stock Plan. The weighted average
remaining contractual life on outstanding stock options was 6.6 years and 7.6
years at December 31, 2000 and 1999, respectively. The Directors Stock Option
Plan (the "Directors Plan") provides for the purchase price per share of common
stock for which each option is exercisable to be equal to 100% of the fair
market value of the common stock covered thereby on the date of grant. Subject
to certain acceleration provisions, each option granted under the Directors Plan
will be exercisable 50% after two years from the date of grant, 75% after three
years from the date of grant and 100% after four years from the date of grant.
Options granted under the Directors Plan expire 10 years from the date of grant.
The total number of shares of common stock with respect to which options may be
granted under the Directors Plan may not exceed 100,000 shares. At December 31,
2000 and 1999, 77,800 common shares were reserved for stock options granted
under the Directors Plan.

The Company applies APB Opinion No. 25 "Accounting for Stock Issued to
Employees" and related interpretations in accounting for its 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," the Company's net (loss) income and (loss) earnings per share
would have been (increased) reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                   2000                  1999                  1998
(Amounts in thousands, except per share amounts)
<S>                             <C>                             <C>                   <C>                   <C>
Net (loss) income               As reported                     $  (2,792)            $   6,816             $   1,647
                                Pro forma                          (3,021)                6,579                 1,484

Basic net (loss) earnings       As reported                         (0.45)                 1.03                  0.25
     per common share           Pro forma                           (0.48)                 0.99                  0.22

Diluted net (loss) earnings     As reported                         (0.45)                 0.96                  0.25
     per common share           Pro forma                           (0.48)                 0.93                  0.22
</TABLE>


The fair value of each option grant is estimated for the above disclosure on the
date of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions:

<TABLE>
<CAPTION>
                                                              2000                  1999                  1998
<S>                                                        <C>                 <C>                   <C>
Dividend yield                                                  0%                  2.20%                 2.20%
Expected volatility                                         55.65%                 52.08%                48.77%
Risk-free interest rate                                      4.45%                  6.54%                 4.80%
Expected life                                               6 Years               6 Years               6 Years
</TABLE>


                                                                              31
<PAGE>   34
Information regarding the Stock Plan and the Directors Plan is as follows:

<TABLE>
<CAPTION>
                                                                                 OPTION PRICE RANGE
                                                                    --------------------------------------------
                                                    NUMBER OF                         WEIGHTED
STOCK PLAN                                           OPTIONS           LOW             AVERAGE           HIGH
-----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>          <C>                   <C>
Outstanding at December 31, 1997                     392,767         $ 3.72            $ 7.97           $11.75
Granted                                              112,100           5.88              6.25             7.75
Canceled                                             (64,352)          6.24              7.91            11.75
---------------------------------------------------------------
Outstanding at December 31, 1998                     440,515           3.72              7.64            11.75
Granted                                               97,500           5.50              5.50             5.56
Canceled                                             (57,049)          5.88              7.53            11.75
---------------------------------------------------------------
Outstanding at December 31, 1999                     480,966           3.72              7.22            11.75
Granted                                                   --             --                --               --
Canceled                                             (10,688)          5.88              6.56             8.60
---------------------------------------------------------------
Outstanding at December 31, 2000                     470,278           3.72              7.24            11.75
===============================================================
EXERCISABLE AT DECEMBER 31, 2000                     338,203           3.72              7.74            11.75
===============================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                                 OPTION PRICE RANGE
                                                                    --------------------------------------------
                                                    NUMBER OF                         WEIGHTED
DIRECTORS PLAN                                       OPTIONS           LOW             AVERAGE           HIGH
-----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>          <C>                   <C>
Outstanding at December 31, 1997                     56,400          $ 7.75           $  9.70           $11.75
Granted                                                  --              --                --               --
---------------------------------------------------------------
Outstanding at December 31, 1998                     56,400            7.75              9.70            11.75
Granted                                              21,400            5.50              5.50             5.50
---------------------------------------------------------------
Outstanding at December 31, 1999                     77,800            5.50              8.54            11.75
Granted                                                  --              --                --               --
---------------------------------------------------------------
Outstanding at December 31, 2000                     77,800            5.50              8.54            11.75
===============================================================
EXERCISABLE AT DECEMBER 31, 2000                     53,725            7.75              9.99            11.75
===============================================================
</TABLE>


The weighted-average grant date fair values of options granted during 1999 and
1998 were $2.71 and $2.83; there were no options granted during 2000.


<TABLE>
<CAPTION>
                                                     OPTIONS OUTSTANDING                   OPTIONS EXERCISABLE

                                                     WEIGHTED         WEIGHTED              NUMBER        WEIGHTED
                                                      AVERAGE          AVERAGE            EXERCISABLE      AVERAGE
OPTIONS OUTSTANDING SUMMARY       OUTSTANDING     REMAINING LIFE      EXERCISE               AS OF        EXERCISE
    RANGE OF EXERCISE PRICES      AT 12/31/00       (IN YEARS)          PRICE              12/31/00         PRICE
----------------------------------------------                                            -------------------------------
<S>                               <C>             <C>                 <C>                 <C>             <C>
       $3.72 - $5.88               195,588            8.10            $   5.62               63,938       $   5.67
       $7.50 - $11.75              352,490            5.60                8.43              327,990           8.47
                                   -------                                                  -------
                                   548,078                                                  391,928
                                   =======                                                  =======
</TABLE>


RESTRICTED STOCK Restricted stock awarded vests four years from the date of the
award.

Unearned compensation, representing the fair value of the restricted shares at
the date of the award, is charged to income over a four year period beginning
when the stock is issued, or over the period of actual vesting of such shares,
whichever period is shorter.

Compensation expense with respect to all restricted shares amounted to $0.04
million in 2000, $0.05 million in 1999, and $0.1 million in 1998.


<TABLE>
<S>                                            <C>
     Restricted Stock Awards
     Outstanding at December 31, 1997            50,586
     Awarded                                      4,800
     Vested                                    (12,435)
     Canceled                                  (18,925)
     ---------------------------------------------------
     Outstanding at December 31, 1998            24,026
     Awarded                                         --
     Vested                                          --
     ---------------------------------------------------
     Outstanding at December 31, 1999            24,026
     Awarded                                         --
     Vested                                          --
     Canceled                                   (7,000)
     ---------------------------------------------------
     OUTSTANDING AT DECEMBER 31, 2000            17,026
     ===================================================
</TABLE>


32 TransPro, Inc. Annual Report
<PAGE>   35
NOTE 11 STOCKHOLDER RIGHTS PLAN

On September 14, 1995, the Board of Directors adopted a stockholder rights plan
(the "Rights Plan"), under which one Right (the "Right") was issued and
distributed for each share of common stock. The Rights Plan is intended to
protect shareholders against unsolicited attempts to acquire control of the
Company that do not offer what the Company believes to be an adequate price to
all shareholders. Each Right will entitle the registered holder to purchase from
the Company one one-hundredth of a share of Series A Preferred Stock at a price
of $60.00 per one one-hundredth of a share of Series A Preferred Stock subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement between the Company and The First National Bank of Boston, as Rights
Agent.

The Rights will become exercisable only if a person or group acquires
or obtains the right to acquire beneficial ownership of 20% or more of the
outstanding shares of common stock (an "Acquiring Person") or 10 days (or such
later date as the Company's Board of Directors may determine) following the
commencement by a person or group of a tender or exchange offer which would
result in such person or group becoming an Acquiring Person. The earlier of such
dates is called the "Rights Distribution Date." Until the Rights Distribution
Date, the Rights will be evidenced by the certificates for shares of common
stock. In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights that are or were owned beneficially by the
Acquiring Person (which, from and after the later of the Rights Distribution
Date and the date of the earliest of any such events, will be void), will
thereafter have the right to receive, upon exercise thereof at the then current
exercise price of the Right, that number of shares of common stock having a
market value of two times the exercise price of the Right.


NOTE 12 RETIREMENT AND POSTRETIREMENT PLANS

RETIREMENT PLANS: The Company has noncontributory defined benefit pension plans
covering the majority of its full-time U.S. employees. Non-union employees at
the Company's GO/DAN Industries, Inc. ("GDI") operations are covered by a cash
balance defined benefit plan. Generally, employees become vested in their
pension plan benefits after 5 years of employment. The Company maintains a
non-qualified retirement plan to supplement benefits for designated employees
whose pension plan benefits are limited by the provisions of the Internal
Revenue Code. It is the Company's policy to make contributions to qualified
retirement plans sufficient to meet the minimum funding requirements of
applicable laws and regulations.

The assets of the plans consist principally of equity securities and fixed
income instruments.

The Company has recorded an additional minimum liability at the end of each year
representing the excess of the accumulated benefit obligations over the fair
value of plan assets and accrued pension liabilities. To the extent possible,
intangible assets representing unrecognized prior service costs have offset the
liabilities. The balance of the liability at the end of the period is reported
as a separate reduction of stockholders' equity, net of tax benefits. Prior to
1999, certain union employees of the Company's GDI operations were participants
in multi-employer pension plans. GDI made contributions of $13,000 in 1998 to
multi-employer pension plans. These contributions were deposited directly to the
trustee and are not included in the net periodic pension cost amounts presented
in the tables that follow. Currently, the Company has no obligations under any
multi-employer pension plans.

POSTRETIREMENT PLANS: The Company provides health care and life insurance
benefits for certain retired employees who reach retirement age while working
for the Company.

The Company accounts for the cost of its postretirement health care and life
insurance benefits in accordance with Statement of Financial Accounting
Standards No. 106 ("SFAS No. 106"), "Employers' Accounting for Postretirement
Benefits Other Than Pensions," which requires that the Company accrue for such
postretirement benefits based on actuarially determined costs recognized over
the period from the date of hire to the full eligibility date of employees who
are expected to qualify for these benefits.


                                                                              33
<PAGE>   36
The following tables set forth the Company's plans' combined funded status and
amounts recognized in the Company's consolidated balance sheets:


<TABLE>
<CAPTION>
                                                                      Retirement Plans                   Postretirement Plans
YEARS ENDED DECEMBER 31,                                          2000               1999              2000              1999
(Amounts in thousands)
<S>                                                             <C>                <C>                <C>               <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at January 1                                 $ 23,190           $ 26,199           $   971           $   951
Plan amendment                                                        --                 --                --               (61)
Service cost                                                         831                979                 2                18
Interest cost                                                      1,751              1,594                59                56
Plan participants' contribution                                       --                 --                --                 8
Actuarial (gain) loss                                                 53             (4,109)              (80)              143
Curtailment loss (gain)                                               47                 --              (169)               --
Actual gross benefits paid                                        (1,699)            (1,473)              (76)             (144)
-----------------------------------------------------------------------------------------------------------------------------------
BENEFIT OBLIGATION AT DECEMBER 31                               $ 24,173           $ 23,190           $   707           $   971
===================================================================================================================================

CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1                          $ 26,480           $ 24,152           $    --           $    --
Actual return on plan assets                                        (637)             3,595                --                --
Company contributions                                                255                206                76               136
Plan participant contributions                                        --                 --                --                 8
Transfer of assets related to sale of Crown Division                  --                 --                --                --
Actual gross benefits paid                                        (1,699)            (1,473)              (76)             (144)
-----------------------------------------------------------------------------------------------------------------------------------
FAIR VALUE OF PLAN ASSETS AT DECEMBER 31                        $ 24,399           $ 26,480           $    --           $    --
===================================================================================================================================

RECONCILIATION OF FUNDED STATUS
Funded status at December 31                                    $    226           $  3,290           $  (707)          $  (971)
Unrecognized transition asset                                         (6)               (34)               --                --
Unrecognized prior service cost (benefit)                            598                631               (57)              (61)
Unrecognized net gain                                             (4,832)            (8,023)             (243)             (203)
-----------------------------------------------------------------------------------------------------------------------------------
ACCRUED BENEFIT COST                                            $ (4,014)          $ (4,136)          $(1,007)          $(1,235)
===================================================================================================================================

AMOUNTS RECOGNIZED IN STATEMENTS OF FINANCIAL POSITION
Prepaid asset                                                   $    282           $    147           $    --           $    --
Accrued benefit liability                                         (5,307)            (4,781)           (1,007)           (1,235)
Intangible asset                                                     726                442                --                --
Accumulated other comprehensive amount                               285                 56                --                --
-----------------------------------------------------------------------------------------------------------------------------------
NET AMOUNT RECOGNIZED AT DECEMBER 31                            $ (4,014)          $ (4,136)          $(1,007)          $(1,235)
===================================================================================================================================
</TABLE>


34 TransPro, Inc. Annual Report
<PAGE>   37
<TABLE>
<CAPTION>
                                                                Retirement Plans                        Postretirement Plans
YEAR ENDED DECEMBER 31,                                2000          1999          1998          2000          1999          1998
(Amounts in thousands)
<S>                                                  <C>           <C>           <C>           <C>           <C>           <C>
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31
Discount rate                                          7.75%         7.75%         6.50%         7.75%         7.75%         6.50%
Return on assets                                       9.00%         9.00%         9.00%          N/A           N/A           N/A
Initial trend rate                                      N/A           N/A           N/A          8.40%         8.80%         9.20%
Salary progression                                     4.25%         4.25%         4.00%          N/A           N/A           N/A
Ultimate health care trend rate                         N/A           N/A           N/A          5.00%         5.00%         5.00%
Years to ultimate trend                                 N/A           N/A           N/A            10            10            11
Average future working lifetime (in years)            11.15         12.67         16.64           N/A           N/A           N/A
</TABLE>


<TABLE>
<CAPTION>
                                                                Retirement Plans                          Postretirement Plans
YEAR ENDED DECEMBER 31,                               2000            1999            1998          2000         1999         1998
(Amounts in thousands)
<S>                                                 <C>             <C>             <C>             <C>           <C>          <C>
Components of net periodic benefit cost
Service cost                                        $   831         $   979         $ 1,067         $   2         $ 18         $ 16
Interest cost                                         1,751           1,594           1,981            59           56           65
Expected return on plan assets                       (1,894)         (1,813)         (2,022)           --           --           --
Plan curtailment                                       (458)             --              98          (169)          --           --
Amortization and deferral of net (gain) loss            (97)             72             135           (44)         (34)         (35)
------------------------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost (benefit)                 $   133         $   832         $ 1,259         $(152)        $ 40         $ 46
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Assumed healthcare cost trend rates may have a significant effect on the amounts
reported for the healthcare plans. A one-percentage-point change in the assumed
healthcare cost trend rates would have the following effects:


<TABLE>
<CAPTION>
(Amounts in thousands)                                             1% POINT INCREASE         1% POINT DECREASE
<S>                                                                <C>                       <C>
Effect on total of service and interest cost components                $      3                  $      (3)
Effect on postretirement benefit obligations                           $     37                  $     (34)
</TABLE>


The projected benefit obligation, accumulated benefit obligation and fair value
of plan assets for the pension plans with accumulated benefit obligations in
excess of plan assets were $8.3 million, $8.3 million and $7.2 million,
respectively as of December 31, 2000 and $5.2 million, $5.2 million and $3.7
million, respectively as of December 31, 1999.

As of December 31, 1999 and 1998 the Postretirement Plan accrued benefit
liabilities includes approximately $0.1 million and $0.1 million for the
Specialty Metal Fabrication segment which was sold during 2000.

In 2000, the Company recorded a $0.5 million curtailment gain and a $0.6 million
net settlement loss on its pension liabilities and a $0.2 million curtailment
gain on its postretirement benefit liabilities, as a result of the sale of the
Specialty Metal Fabrication segment, which were included in the gain on the sale
of discontinued operations.

401(K) INVESTMENT PLAN Under the Company's 401(k) Plan, substantially all of the
Company's non-union employees and certain union employees are eligible to save,
by payroll deductions, a portion of their salaries. Effective January 1, 1996,
the amount saved may be invested in the Company's common stock. The Company
matches certain percentages of the amounts saved by the employees. The Company's
matching contributions to the 401(k) Plan were approximately $0.4 million in
2000, 1999 and 1998, respectively.


                                                                              35
<PAGE>   38
NOTE 13 QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 2000                                        1ST QTR           2ND QTR           3RD QTR            4TH QTR
(Amounts in thousands except price and per share amounts)
<S>                                                             <C>                <C>                <C>                <C>
Sales from continuing operations                                $    48,430        $    53,839        $   53,625         $   47,426
Gross margin                                                          9,689             13,836            12,063              3,916
(Loss) income from continuing operations                             (2,661)             1,023            (1,620)            (5,976)
Income from discontinued operations, net of tax                         440                 --                --                 --
Gain (loss) on sale of discontinued operations, net of tax               --              6,002               187               (187)
Net (loss) income                                                    (2,221)             7,025            (1,433)            (6,163)

Basic net (loss) earnings per common share:
     From continuing operations                                       (0.41)              0.16             (0.25)             (0.93)
     From discontinued operations                                      0.07                 --                --                 --
     From gain (loss) on sale of discontinued operations                 --               0.91              0.03              (0.03)

Diluted net (loss) earnings per common share:
     From continuing operations                                       (0.41)              0.14             (0.25)             (0.93)
     From discontinued operations                                      0.07                 --                --                 --
     From gain (loss) on sale of discontinued operations                 --               0.85              0.03              (0.03)

Market price of common stock:
     High                                                       $     6-1/2          $       6        $   5-3/16         $  3-11/16
     Low                                                             4-3/16              4-1/4            3-1/16              2-1/8
</TABLE>


<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999                                      1ST QTR            2ND QTR            3RD QTR            4TH QTR
(Amounts in thousands except price and per share amounts)
<S>                                                             <C>                <C>                <C>                <C>
Sales from continuing operations                                $    46,915        $    54,670        $   58,163         $   45,815
Gross margin                                                         12,669             15,097            15,501             10,768
Income (loss) from continuing operations                                464              4,388             1,248             (1,001)
Income from discontinued operations, net of tax                          41                722               242                712
Net (loss) income                                                       505              5,110             1,490               (289)

Basic net (loss) earnings per common share:
     From continuing operations                                        0.07               0.67              0.19              (0.15)
     From discontinued operations                                      0.01               0.11              0.04               0.11

Diluted net (loss) earnings per common share:
     From continuing operations                                        0.07               0.62              0.18              (0.15)
     From discontinued operations                                        --               0.10              0.03               0.11

Market price of common stock:
     High                                                       $     6-1/4          $   6-3/8        $  7-15/16         $    6-7/8
     Low                                                             4-5/16              4-3/8           4-15/16                  5
</TABLE>


The above table summarizes quarterly financial information for 2000 and 1999. In
management's opinion, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the information for such quarters have
been reflected above. Certain amounts may not agree to consolidated annual
amounts due to quarterly rounding. The Company normally conducts it's annual
physical inventory and records adjustments resulting from the physical counts in
the fourth quarter.


36 TransPro, Inc. Annual Report
<PAGE>   39
NOTE 14 ACQUISITIONS


Effective February 1, 1999, the Company purchased 100% of the outstanding stock
of A/C Plus, an air conditioning compressor re-manufacturer located in
Arlington, Texas. A/C Plus had sales of approximately $2.9 million in fiscal
1998. The transaction was structured with a purchase price of $2.25 million in
cash, including transaction costs, and a promissory note of $0.25 million
payable on the second anniversary of the closing. Concurrent with the purchase,
the Company repaid $0.5 million in working capital debt on behalf of A/C Plus.
The purchase price and working capital repayment were financed through the
Company's Revolving Credit Agreement. The acquisition was accounted for as a
purchase. Goodwill of $2.2 million was recorded in connection with the
transaction and is being amortized over 20 years. A/C Plus' results are included
in the Company's consolidated financial statements from the date of acquisition.

Effective August 1, 1998, the Company acquired 100% of the outstanding stock of
Evap, an Arlington, Texas manufacturer and distributor of replacement automotive
air conditioning parts. Evap's fiscal 1997 sales were $6.6 million. The
transaction was structured with an initial purchase price of $6.0 million,
consisting of $3.0 million cash at closing and 30,000 shares of TransPro, Inc.
Series B Preferred Stock (the "Series B Preferred Stock"), with an opportunity
for a maximum additional payout of $3.75 million based upon the future earnings
performance of the Evap business. The Company is currently evaluating the
additional payout related to the future earnings provisions of the transaction.
Concurrent with the purchase, the Company repaid $1.7 million of working capital
debt on behalf of Evap. The Company financed the cash portion of the initial
purchase price and the working capital debt repayment with borrowings under the
Revolving Credit Agreement. The acquisition was accounted for as a purchase and
goodwill of $3.3 million, which is being amortized over 20 years, was recorded
as part of the transaction. Evap's results are included in the Company's
consolidated financial statements from the date of acquisition. 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. The
potential additional payout based on future earnings will take the form of an
increase in the liquidation preference of the Series B Preferred Stock. 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.

      Consolidated results as of December 31, 1998 on a pro forma basis,
      assuming the acquisition of Evap as of the beginning of 1998, are as
      follows:

<TABLE>
<CAPTION>
(Amounts in thousands)                        1998
(Unaudited)
<S>                                      <C>
Net sales                                $ 202,883
Gross margin                                48,046
Income from continuing operations              115

Basic earnings per common share
from continuing operations                    0.01

Diluted earnings per common share
from continuing operations                    0.01
</TABLE>


                                                                              37
<PAGE>   40
NOTE 15 DISPOSITION OF BUSINESS SEGMENT

Effective May 5, 2000, the Company sold substantially all of the assets and
liabilities of its Crown Division Specialty Metal Fabrication segment to Leggett
& Platt, Incorporated in a transaction valued at $37.5 million, comprised of
$28.7 million in cash and the assumption of $8.0 million of Industrial Revenue
Bonds due in 2010 and an unfunded pension liability of $0.9 million. The Company
recorded a gain of $6.0 million, net of $3.9 million of tax, which is reported
as gain on sale of discontinued operations in the consolidated statements of
operations. Crown designs and manufactures precision specialty fabricated metal
enclosures and components for a variety of telecommunications and industrial
applications and designs, manufactures and installs specialized interiors and
components for a variety of vans, utility trucks and other specialized vehicles.
Net proceeds from the sale were used to reduce outstanding borrowings under the
Company's Revolving Credit Agreement.

Revenues from the Specialty Metal Fabrication segment were $56.0 million and
$44.5 million for the year ended December 31, 1999 and 1998, respectively. From
the measurement date to the date of disposition revenues and income from
discontinued operations were $23.9 million and $0.4 million (net of tax of $0.4
million), respectively.

The following table presents the consolidated results of continuing operations
for the periods indicated on a pro forma basis, assuming the reduction in debt
resulting from the disposition of the Specialty Metal Fabrication segment as if
it had occurred on January 1, 1998:

<TABLE>
<CAPTION>
                                                                                 2000              1999             1998
(Unaudited. Amounts in thousands)
<S>                                                                           <C>               <C>               <C>
Sales                                                                         $ 203,320         $ 205,563         $195,592
Cost of sales                                                                   163,816           151,528          150,351
-------------------------------------------------------------------------------------------------------------------------------
Gross margin                                                                     39,504            54,035           45,241
Selling, general and administrative expense                                      47,131            45,348           42,703
Plant closure and severance costs                                                 1,407               325               --
-------------------------------------------------------------------------------------------------------------------------------
(Loss) income from continuing operations before interest and taxes               (9,034)            8,362            2,538
Interest expense, net                                                             4,290             2,649            1,234
-------------------------------------------------------------------------------------------------------------------------------
(Loss) income from continuing operations before taxes                           (13,324)            5,713            1,304
Provision (benefit) for income taxes                                             (4,440)             (413)             565
-------------------------------------------------------------------------------------------------------------------------------
Net (loss) income from continuing operations                                  $  (8,884)        $   6,126         $    739
===============================================================================================================================
Basic (loss) earnings from continuing operations per common share             $   (1.37)             0.92         $   0.11
Diluted (loss) earnings from continuing operations per common share(1)        $   (1.37)             0.86         $   0.11
</TABLE>


(1)   The weighted average basic common shares outstanding was used in the
      calculation of the diluted loss per common share from continuing
      operations for the year ended December 31, 2000 as the use of weighted
      average diluted common shares outstanding would have an anti-dilutive
      effect on the loss per share for the year ended December 31, 2000.


NOTE 16 COMPREHENSIVE INCOME


The following table sets forth the income tax (benefit) or expense related to
each item of other comprehensive income:


<TABLE>
<CAPTION>
                                                                  Pre-Tax           Tax (Benefit)        Net-of-Tax
(Amounts in thousands)                                            Amount              Expense              Amount
<S>                                                             <C>                 <C>                 <C>
YEAR ENDED DECEMBER 31, 2000
Minimum pension liability adjustment                            $    (512)          $     (171)         $    (341)
---------------------------------------------------------------------------------------------------------------------
Other comprehensive (loss)                                      $    (512)          $     (171)         $    (341)
=====================================================================================================================
YEAR ENDED DECEMBER 31, 1999
Minimum pension liability adjustment                            $   2,028           $      868          $   1,160
---------------------------------------------------------------------------------------------------------------------
Other comprehensive income                                      $   2,028           $      868          $   1,160
=====================================================================================================================
YEAR ENDED DECEMBER 31, 1998
Minimum pension liability adjustment                            $      30           $       13          $      17
---------------------------------------------------------------------------------------------------------------------
Other comprehensive income                                      $      30           $       13          $      17
=====================================================================================================================
</TABLE>


38 TransPro, Inc. Annual Report
<PAGE>   41
Report of Independent Accountants


To the Board of Directors and Stockholders of TransPro, Inc.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, comprehensive (loss) income, changes in
stockholders' equity, and of cash flows present fairly, in all material
respects, the financial position of TransPro, Inc. and its subsidiaries at
December 31, 2000 and 1999, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company'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 auditing standards generally accepted in the United States of
America, which 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


PricewaterhouseCoopers LLP
Hartford, Connecticut
February 27, 2001


                                                                              39
<PAGE>   42
STOCK EXCHANGE LISTING
Common Stock: New York Stock Exchange
Ticker Symbol: TPR

REGISTRAR & TRANSFER AGENT
American Stock Transfer & Trust Company
59 Maiden Lane, New York, New York 10038
1-800-937-5449

COUNSEL
Wiggin & Dana, New Haven, Connecticut

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, Hartford, Connecticut

ANNUAL REPORT DESIGN
Donaldson Makoski Inc, Avon, Connecticut

INVESTOR RELATIONS
Morgen-Walke Associates, Inc., New York, New York

ANNUAL STOCKHOLDERS' MEETING
The Annual Meeting of Stockholders will be held at 11:00 AM on May 2, 2001 at
the St. Regis Hotel, Two East 55th Street, New York, New York

FORM 10-K OR ADDITIONAL INFORMATION
If you are requesting the 2000 Annual Report, Form 10-K or other written
information, please phone 203-401-6450.

STOCKHOLDERS
As of March 1, 2001, TransPro, Inc., had 6,590,335 shares of common stock
outstanding owned by 1,012 holders of record.

CORPORATE OFFICE
TransPro, Inc., 100 Gando Drive, New Haven, Connecticut 06513 203-401-6450

BOARD OF DIRECTORS
William J. Abraham, Jr., Esq., Partner, Foley & Larder
Barry R. Banducci, Chairman of the Board, TransPro, Inc.
Philip Wm. Colburn, Chairman of the Board, Allen Telecom, Inc.
Paul R. Lederer, Former Executive Vice President Worldwide
Aftermarket, Federal-Mogul Corporation
Charles E. Johnson, President and Chief Executive Officer, TransPro, Inc.
Sharon M. Oster, Frederic D. Wolfe Professor of Management and
Entrepreneurship, Yale University School of Management
F. Alan Smith, Former Executive Vice President,
General Motors Corporation

CORPORATE OFFICERS
Charles E. Johnson, President and Chief Executive Officer
Jeffrey L. Jackson, Vice President Human Resources and
Assistant Secretary
Timothy E. Coyne, Vice President, Treasurer, Secretary, Corporate
Controller and Chief Financial Officer

DIVISION PRESIDENTS
Charles E. Johnson, Aftermarket Heating and Cooling Systems
John F. Della Ventura, OEM Heat Transfer Systems
Kevin J. O'Connor, Aftermarket Air Conditioning Parts

40  TransPro, Inc. Annual Report

<PAGE>   43



                                      2000




TRANSPRO, INC. 100 Gando Drive, New Haven, Connecticut 06513 USA
www.transpro.com