EX-99.1 7 file7.htm PRESS RELEASE


 

 

FOR: PROLIANCE INTERNATIONAL, INC.

 

 

 

Contact:

 

Arlen F. Henock

 

Chief Financial Officer

 

(203) 859-3626

FOR IMMEDIATE RELEASE

 

 

FD

 

Investor Contact: Eric Boyriven,

 

Alexandra Tramont

 

(212) 850-5600

 

PROLIANCE INTERNATIONAL, INC. REPORTS 2007 FOURTH QUARTER

AND YEAR-END RESULTS

- Strong improvement in operating income in 2007 fourth quarter -

- Achieves guidance for the fourth quarter and second half of 2007 -

NEW HAVEN, CONNECTICUT, March 31, 2008 – Proliance International, Inc. (AMEX: PLI) today announced results for the fourth quarter and year ended December 31, 2007.

Charles E. Johnson, President and CEO of Proliance stated, “Despite a challenging market environment, Proliance delivered substantially improved operating results in the fourth quarter and second half of 2007, as the benefits of our cost reduction efforts significantly improved our gross margins and reduced our operating expenses. We achieved our previous guidance of profitability on a pre-tax basis before restructuring and debt extinguishment expenses for the second half of 2007. EBITDA before restructuring charges for the same period was over $13 million, an improvement of almost $15 million from year ago levels. We also achieved positive operating income before restructuring charges for the fourth quarter and full year ended December 31, 2007.”

For the fourth quarter of 2007, net sales were $84.3 million compared to $91.9 million in the fourth quarter of 2006. The decline in sales primarily reflects lower sales of air conditioning and heat exchange products in the domestic market mainly attributable to actions taken by the Company to reduce the number of branch locations, as well as continued soft market conditions and customer inventory reduction actions. International sales for the fourth quarter of 2007 increased by $3.1 million, or 13.0%, on a year-over-year basis, primarily due to higher marine sales, the strength in the heavy duty market and the effect of changes in currency exchange rates. Excluding the impact of changes in exchange rates, international sales increased by 3.4%.

- MORE -

 

 



 

PROLIANCE INTERNATIONAL, INC. REPORTS 2007 FOURTH QUARTER
AND YEAR-END RESULTS

 

Page 2

Despite the decline in net sales, gross margin for the 2007 fourth quarter improved nearly 50% to $17.2 million, or 20.4% of net sales, compared to $11.4 million, or 12.4% of net sales, in the fourth quarter of 2006. This improvement reflects the benefits of the Company’s restructuring and cost reduction programs, which more than offset margin pressure resulting from higher commodity costs, the competitive pricing environment, a shift in the customer sales mix away from branch locations to wholesale customers, and one time adjustments in 2006 which lowered gross margin by $3.8 million.

Selling, general and administrative expenses in the 2007 fourth quarter declined 27.2% to $16.4 million, or 19.5% of net sales, from $22.6 million, or 24.6% of net sales, in the fourth quarter of last year, reflecting the steps the Company has taken to lower administrative spending and a decline in branch expenses resulting from the reduction in branch locations on a year-over-year basis.

Including restructuring charges of $0.9 million, which were primarily related to branch closures, the Company reported an operating loss in the 2007 fourth quarter of $0.2 million, compared with an operating loss of $12.8 million in the same period a year ago, which included restructuring charges of $1.6 million.

For the 2007 fourth quarter, the Company reported a net loss of $4.4 million, or $0.28 per basic and diluted share, compared to a net loss of $15.3 million, or $1.00 per basic and diluted share, for the fourth quarter of 2006.

As previously announced, the Company closed 37 branch locations during the fourth quarter of 2007, and has closed an additional 10 branch locations since the beginning of 2008. These actions are driving selling, general and administrative expenses lower and improving the Company’s overall operating performance. The Company currently operates 36 branch and agency locations, reduced from 94 at the beginning of 2007.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) excluding restructuring charges were $3.1 million and ($9.3) million for the three months ended December 31, 2007 and 2006, respectively. This represents an EBITDA improvement of $12.4 million. For the 2007 full year period, EBITDA excluding restructuring charges and the previously announced arbitration earn-out decision charge incurred in the second quarter of 2007 was $15.2 million, compared to $4.2 million in 2006. For the second half of 2007, EBITDA excluding restructuring charges was $13.4 million, compared to ($1.2) million in 2006. The EBITDA and related measures above constitute “non-GAAP financial measures” as defined by the rules of the Securities and Exchange Commission. The Company has provided the foregoing data as it believes that it provides the marketplace with additional information useful in evaluating the financial performance of the Company during the three, six and twelve months ended December 31, 2007 and 2006. A separate tabular presentation of this information is provided herein, to indicate how the financial measure was determined.

Inventories at December 31, 2007 of $106.8 million were $4.4 million lower than levels at September 30, 2007 of $111.2 million and $12.2 million lower than levels at December 31, 2006, reflecting the Company’s efforts to better manage its inventory levels through additional speed and supply flexibility, along with other ongoing inventory reduction efforts.

- MORE -

 

 



 

PROLIANCE INTERNATIONAL, INC. REPORTS 2007 FOURTH QUARTER
AND YEAR-END RESULTS

 

Page 3

On February 5, 2008 the Company’s Southaven, Mississippi distribution facility received damage from a series of severe storms and tornadoes. The Southaven facility was leased by Proliance and contained primarily automotive and light truck heat exchange products. Approximately $25 million of heat exchange inventory was damaged and scrapped as a result of this event. The Company’s other product lines and businesses continued to perform without interruption. On February 14, 2008, Proliance began shipping product from a temporary distribution facility in Southaven, Mississippi. Proliance’s insurance policy covers loss of property and business interruption coverage up to $80 million, which the Company believes should provide more than sufficient coverage with respect to the damages arising from this event.

As previously announced, on March 12, 2008, due to the loss of the inventory collateral from the Southaven tornadoes, the Company entered into an amendment to its loan agreement to enable the Company to receive additional funds to operate the business and to rebuild or purchase inventory to fill customer orders. The amendment will require the Company to incur additional interest expense, bank fees and debt extinguishment costs in 2008. On March 26, 2008, the Company and its lender completed the terms of the warrants required to be issued under the amendment and also entered into a third amendment to the credit agreement that finalized the financial covenants for 2008. The Company is filing a report today on Form 8-K with the Securities and Exchange Commission that will describe the warrants issued and the third amendment in greater detail. In addition, the Company’s 2007 Annual Report on Form 10-K will also be filed later today.

As a result of the uncertainty concerning the Company’s ability to satisfy a covenant in its credit agreement to reduce its over advance resulting from the Southaven casualty to zero by May 31, 2008, the Company’s auditors, BDO Seidman, LLP, have included an explanatory paragraph in their audit opinion, which will be included in the Company’s 2007 Annual Report on Form 10-K, concerning the Company’s ability to continue as a going concern. The covenant in question requires the Company to receive, from business operations, insurance proceeds and if necessary through new financing, sufficient funds to repay by May 31, 2008 the over advance caused by the Southaven incident. The Company believes it can meet the requirements under this covenant but there is some risk that it may not be successful, in which case the Company would be required to obtain appropriate waivers from its lender. While the Company has been successful in gaining waivers in the past from its lender, there can be no assurance that the Company will gain such waivers, on acceptable terms or at all, if they are needed in the future.

The Company expects for the full year 2008, excluding one-time costs associated with the damage sustained at the Southaven, Mississippi distribution facility and the additional operating expenses associated with amendments of our credit facility, operating income in the range of $20 million.

- MORE -

 

 



 

PROLIANCE INTERNATIONAL, INC. REPORTS 2007 FOURTH QUARTER
AND YEAR-END RESULTS

 

Page 4

ABOUT PROLIANCE INTERNATIONAL, INC.

Proliance International, Inc. is a leading global manufacturer and distributor of aftermarket heat exchange and temperature control products for automotive and heavy-duty applications serving North America, Central America and Europe.

Proliance International, Inc.’s Strategic Corporate Values Are:

 

Being An Exemplary Corporate Citizen

 

Employing Exceptional People

 

Dedication To World-Class Quality Standards

 

Market Leadership Through Superior Customer Service

 

Commitment to Exceptional Financial Performance

FORWARD-LOOKING STATEMENTS

Statements included in this press release, which are not historical in nature, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements relating to the future financial performance or liquidity of the Company are subject to business conditions and growth in the general economy and automotive and truck business, the impact of competitive products and pricing, changes in customer product mix, failure to obtain new customers or retain old customers or changes in the financial stability of customers, changes in the cost of raw materials, components or finished products, the discretionary actions of its lenders and changes in interest rates. Such statements are based upon the current beliefs and expectations of Proliance management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. When used in this press release, the terms “anticipate,” “believe,” “estimate,” “expect,” “may,” “objective,” “plan,” “possible,” “potential,” “project,” “will” and similar expressions identify forward-looking statements.

Factors that could cause Proliance’s results to differ materially from those described in the forward-looking statements can be found in the 2006 Annual Report on Form 10-K of Proliance, in the Quarterly Reports on Forms 10-Q of Proliance, and Proliance’s other filings with the SEC. The forward-looking statements contained in this press release are made as of the date hereof, and we do not undertake any obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise.

-TABLES FOLLOW-

 

 



PROLIANCE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per share data)

(unaudited)

 

 

 

Three Months
Ended December 31,

 

Six Months
Ended December 31,

 

Twelve Months
Ended December 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

2007

 

2006

 

Net sales

 

$

84,257

 

$

91,915

 

$

199,590

 

$

212,649

 

$

393,942

 

$

416,095

 

Cost of sales

 

 

67,106

 

 

80,473

 

 

155,221

 

 

170,800

 

 

310,963

 

 

324,262

 

Gross margin

 

 

17,151

 

 

11,442

 

 

44,369

 

 

41,849

 

 

82,979

 

 

91,833

 

Selling, general and administrative expenses

 

 

16,429

 

 

22,580

 

 

35,536

 

 

46,503

 

 

76,031

 

 

93,811

 

Arbitration earn-out decision

 

 

 

 

 

 

 

 

 

 

3,174

 

 

 

Restructuring charges

 

 

925

 

 

1,638

 

 

2,789

 

 

2,475

 

 

4,117

 

 

3,129

 

Operating (loss) income

 

 

(203

)

 

(12,776

)

 

6,044

 

 

(7,129

)

 

(343

)

 

(5,107

)

Interest expense

 

 

3,679

 

 

2,650

 

 

8,235

 

 

6,284

 

 

13,838

 

 

11,228

 

Debt extinguishment costs

 

 

 

 

 

 

891

 

 

 

 

891

 

 

 

Loss before taxes

 

 

(3,882

)

 

(15,426

)

 

(3,082

)

 

(13,413

)

 

(15,072

)

 

(16,335

)

Income tax provision (benefit)

 

 

485

 

 

(129

)

 

1,156

 

 

625

 

 

1,732

 

 

1,720

 

Net loss

 

$

(4,367

)

$

(15,297

)

$

(4,238

)

$

(14,038

)

$

(16,804

)

$

(18,055

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic loss per common share

 

$

(0.28

)

$

(1.00

)

$

(0.28

)

$

(0.92

)

$

(1.18

)

$

(1.19

)

Diluted loss per common share

 

$

(0.28

)

$

(1.00

)

$

(0.28

)

$

(0.92

)

$

(1.18

)

$

(1.19

)

Weighted average common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

– Basic

 

 

15,668

 

 

15,250

 

 

15,470

 

 

15,252

 

 

15,368

 

 

15,254

 

– Diluted

 

 

15,668

 

 

15,250

 

 

15,470

 

 

15,252

 

 

15,368

 

 

15,254

 

Table 1 of 4

 

 



PROLIANCE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

December 31, 2007

 

December 31, 2006

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

476

 

$

3,135

 

Accounts receivable, net

 

 

60,153

 

 

58,209

 

Inventories, net

 

 

106,756

 

 

118,912

 

Other current assets

 

 

7,645

 

 

7,498

 

Net property, plant and equipment

 

 

21,164

 

 

23,876

 

Other assets

 

 

12,699

 

 

12,732

 

Total assets

 

$

208,893

 

$

224,362

 

Accounts payable

 

$

48,412

 

$

58,114

 

Accrued liabilities

 

 

24,649

 

 

28,355

 

Total debt

 

 

67,453

 

 

55,202

 

Other long-term liabilities

 

 

5,353

 

 

8,218

 

Stockholders’ equity

 

 

63,026

 

 

74,473

 

Total liabilities and stockholders’ equity

 

$

208,893

 

$

224,362

 

Table 2 of 4

 

 



PROLIANCE INTERNATIONAL, INC.

SUPPLEMENTARY INFORMATION

(in thousands)

(unaudited)

 

 

 

Three Months
Ended December 31,

 

Twelve Months
Ended December 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

SEGMENT DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

56,993

 

$

67,786

 

$

286,665

 

$

321,256

 

International

 

 

27,264

 

 

24,129

 

 

107,277

 

 

94,839

 

Total net sales

 

$

84,257

 

$

91,915

 

$

393,942

 

$

416,095

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

1,617

 

$

(7,873

)

$

12,149

 

$

4,908

 

Restructuring charges

 

 

(1,164

)

 

(1,386

)

 

(3,891

)

 

(2,235

)

Domestic total

 

 

453

 

 

(9,259

)

 

8,258

 

 

2,673

 

International

 

 

1,001

 

 

(597

)

 

3,690

 

 

3,744

 

Restructuring charges

 

 

239

 

 

(252

)

 

(226

)

 

(894

)

International total

 

 

1,240

 

 

(849

)

 

3,464

 

 

2,850

 

Corporate expenses

 

 

(1,896

)

 

(2,668

)

 

(8,891

)

 

(10,630

)

Arbitration earn-out decision

 

 

 

 

 

 

(3,174

)

 

 

Total operating income (loss)

 

$

(203

)

$

(12,776

)

$

(343

)

$

(5,107

)

CAPITAL EXPENDITURES, Net

 

$

1,276

 

$

3,765

 

$

2,280

(a)

$

7,453

 

(a) Includes proceeds of $0.8 million from sale of a facility.

Table 3 of 4

 

 



PROLIANCE INTERNATIONAL, INC.

SUPPLEMENTARY INFORMATION

(in thousands)

(unaudited)

NON-GAAP FINANCIAL MEASURES –

EBITDA AND EBITDA BEFORE

RESTRUCTURING AND

ARBITRATION DECISION CHARGES

 

 

 

Three Months
Ended December 31,

 

Six Months
Ended December 31,

 

Twelve Months
Ended December 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

2007

 

2006

 

Operating income (loss)

 

$

(203

)

$

(12,776

)

$

6,044

 

$

(7,129

)

$

(343

)

$

(5,107

)

Depreciation and amortization(a)

 

 

2,403

 

 

1,832

 

 

4,600

 

 

3,471

 

 

8,260

 

 

6,143

 

EBITDA(b)

 

 

2,200

 

 

(10,944

)

 

10,644

 

 

(3,658

)

 

7,917

 

 

1,036

 

Restructuring charges

 

 

925

 

 

1,638

 

 

2,789

 

 

2,475

 

 

4,117

 

 

3,129

 

Arbitration earn-out decision

 

 

 

 

 

 

 

 

 

 

3,174

 

 

 

EBITDA before restructuring and arbitration decision charges(b)

 

$

3,125

 

$

(9,306

)

$

13,433

 

$

(1,183

)

$

15,208

 

$

4,165

 

(a) Depreciation and amortization does not include amortization of deferred debt costs that are classified as interest expense.

(b) Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA less restructuring charges and the arbitration earn-out decision charge each constitute a “non-GAAP financial measure” as defined by the rules of the Securities and Exchange Commission. The Company has provided the foregoing data as it believes that it provides the marketplace with additional information useful in evaluating the financial performance of the Company during the three, six and twelve months ended December 31, 2007 and 2006.

Table 4 of 4

END