Proliance International, Inc. Reports Third Quarter 2005 Results.NEW HAVEN New Haven, city (1990 pop. 130,474), New Haven co., S Conn., a port of entry where the Quinnipiac and other small rivers enter Long Island Sound; inc. 1784. Firearms and ammunition, clocks and watches, tools, rubber and paper products, and textiles are among the many , Conn. -- Proliance International, Inc. (AMEX AMEX See: American Stock Exchange : PLI PLI Practising Law Institute PLI Professional Liability Insurance PLI Programming Language Interface (Verilog programming language) PLI Partido Liberal Independiente (Independent Liberal Party, Nicaragua) ) today announced results for the third quarter ended September September: see month. 30, 2005. Charles E. Johnson For the U.S. politician, see . Charles E. Johnson was a New York burglar who was listed on the FBI's Ten Most Wanted during 1953. While still a teenager, Johnson was first arrested for burglary in 1921. , President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Proliance stated, "As anticipated, our third quarter was impacted by a variety of issues including acquisition accounting related to the July July: see month. 22, 2005 merger with Modine Aftermarket Aftermarket See: Secondary market. aftermarket See secondary market. Holdings, business restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). and integration activities which are expected to produce over $30 million in annual synergy The enhanced result of two or more people, groups or organizations working together. In other words, one and one equals three! It comes from the Greek "synergia," which means joint work and cooperative action. benefits phasing-in early in 2006, continued high levels of price competition, cut-backs in production designed to reduce inventories which were increased beyond our needs by the merger, and record high materials costs for certain of our raw materials. For the third quarter of 2005, the Company posted net income of $3.3 million, or $0.25 per basic and diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. share, which included extraordinary income associated with the write-off Write-Off A reduction in the value of an asset or earnings by the amount of an expense or loss. Companies are able to write off certain expenses that are required to run the business, or have been incurred in the operation of the business and detract from retained revenues. of negative goodwill amounting to $13.2 million generated from the merger transaction. The amount of the negative goodwill adjustment was reduced from prior estimates primarily due to the establishment of a $4.5 million tax valuation reserve on the deferred tax assets acquired as part of the merger and by changes in certain purchase accounting items. Nonetheless, the Company will receive benefits in future periods from the tax valuation reserve to the extent it generates future U.S. pre-tax pre-tax adj → anterior al impuesto pre-tax adj → avant impôt(s) pre-tax adj → al lordo d'imposta income. All these points will be covered in more detail below." Mr. Johnson continued, "While we cannot be pleased with our underlying results, they were expected in the context of the market conditions we have been describing in recent periods and the various acquisition related issues that impacted the quarter. At the same time, we are pleased with our assimilation Assimilation The absorption of stock by the public from a new issue. Notes: Underwriters hope to sell all of a new issue to the public. See also: Issuer, Underwriting Assimilation progress in the third quarter, as we are accelerating most of the activities originally expected to require 12-18 months into a 6-7 month time frame, while continuing to build the strengths of our business. Also, during the quarter, the Company generated cash flow from operating activities of $8.8 million resulting from our success in reducing inventory by $16.6 million, which was offset in part by higher receivables Receivables An asset designation applicable to all debts, unsettled transactions or other monetary obligations owed to a company by its debtors or customers. Receivables are recorded by a company's accountants and reported on the balance sheet, and they and include all debts owed reflecting stronger sales during the period. We will continue to reduce inventories in the fourth quarter in order to fund our restructuring program and reduce debt by year end to a level projected to be lower than at the end of 2004." On July 22, 2005, as previously announced, the Company successfully completed its merger with the aftermarket business of Modine Manufacturing Company and changed its name from Transpro, Inc. to Proliance International, Inc. The financial results discussed herein reflect the performance of Transpro up until the completion of the merger and include the combined post-merger results thereafter. The Company's shares outstanding at the end of the third quarter of 2005 increased to 15,255,818 shares, primarily as a result of the Company's issuance of 8,145,795 shares of its common stock in connection with the merger. Net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight in the third quarter of 2005 were $102.0 million, compared to $58.0 million in the third quarter of 2004, up 75.8% from last year, driven by the Company's recent merger, as well as organic growth in a number of product lines. Net sales in the third quarter of 2005 included $34.6 million of net sales by businesses acquired in the merger and $67.4 million of net sales by historical Proliance business units. The Company reported net income for the third quarter of 2005 of $3.3 million, or $0.25 per basic and diluted share, including extraordinary income on the write-off of negative goodwill of $13.2 million, or $1.00 per basic and diluted share. In the third quarter of 2004, the Company reported net income of $2.7 million, or $0.37 per basic and $0.36 per diluted share, which included income from discontinued operation discontinued operation A segment of a business that has been abandoned or sold or for which plans for one or another of these actions have been approved. See also continuing operations. of $1.3 million, or $0.18 per basic and $0.17 per diluted share. The Company reported a loss from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the of $9.9 million, or $0.75 per basic and diluted share, in the third quarter of 2005, which was heavily impacted by merger related factors, described in more detail below, compared to income from continuing operations of $1.4 million, or $0.19 per basic and diluted share in the third quarter of 2004. In the third quarter of 2005, the Company reported extraordinary income of $13.2 million associated with the write-off of negative goodwill generated in the merger transaction. The negative goodwill represents the difference between the net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. acquired of $92.8 million and the total consideration of $59.3 million, reduced by the write-down Write-Down Reducing the book value of an asset because it is overvalued compared to the market value. Notes: This is usually reflected in the company's income statement as an expense, thereby reducing net income. to zero of the acquired property, plant and equipment and intangible assets Intangible Asset An asset that is not physical in nature. Notes: Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets. of $20.3 million. The previous estimate for negative goodwill of $20.9 million in the Form S-4 was initially reduced to $18 million due to increased transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). and changes in the purchase accounting adjustments. The $18 million estimate of negative goodwill was further adjusted primarily due to the establishment of a tax valuation reserve of $4.5 million on the deferred tax assets acquired. With respect to the tax valuation reserve, the Company will receive a benefit in future periods to the extent it generates U.S. pre-tax income. The calculation of negative goodwill is preliminary and may change in the future since it is based upon estimates at this time of the fair value of the assets acquired and liabilities assumed. In general, restructuring activities related to the former Transpro assets go against the operations of the business, while restructuring activities related to the acquired Modine aftermarket assets are accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. on the opening balance sheet. As previously announced, the Company completed the sale of its Heavy Duty OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and business to Modine Manufacturing Company on March 1, 2005. As a result, the statements of operations and related financial statement disclosures for all periods prior to the sale have been restated to present the Heavy Duty OEM business as a discontinued operation. The discussions and analyses herein are of continuing operations, unless otherwise noted. Subsequent to the merger with the Modine Aftermarket business, the Company has been reorganized re·or·gan·ize v. re·or·gan·ized, re·or·gan·iz·ing, re·or·gan·iz·es v.tr. To organize again or anew. v.intr. To undergo or effect changes in organization. into two segments, based upon the geographic area served - Domestic and International. The Domestic marketplace supplies heat exchange and air conditioning air conditioning, mechanical process for controlling the humidity, temperature, cleanliness, and circulation of air in buildings and rooms. Indoor air is conditioned and regulated to maintain the temperature-humidity ratio that is most comfortable and healthful. products to the automotive and light truck aftermarket and heat exchange products to the heavy duty aftermarket in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of . The International segment includes heat exchange and air conditioning products for the automotive and light truck aftermarket and heat exchange products for the heavy duty aftermarket in Mexico Mexico, city, Mexico Mexico or Mexico City, Span. Ciudad de México (Méjico), city (1990 pop. 8,236,960; 1991 met. area est. 20,899,000), central Mexico, capital and largest city of Mexico. , Europe Europe (y r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). and
Central America Central America, narrow, southernmost region (c.202,200 sq mi/523,698 sq km) of North America, linked to South America at Colombia. It separates the Caribbean from the Pacific. . The Company's European Europeanemanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. operations are being reported on a one-month lag, and therefore, the Company's results for the third quarter of 2005 only include these operations from the acquisition date through August 31, 2005. Charles E. Johnson, President and CEO, stated, "During the period, our top line sales increase came in part from the merger but also from strong demand for our domestic air conditioning products stemming from warm temperatures across the country after mid-June n. 1. the middle part of June. Noun 1. mid-June - the middle part of June period, period of time, time period - an amount of time; "a time period of 30 years"; "hastened the period of time of his recovery"; "Picasso's blue period" and continued strength in sales of our domestic heavy duty aftermarket products. While our domestic heat exchange product line experienced organic growth, this was greatly offset by significant pricing pressure during the period." Consolidated gross margin for the third quarter of 2005 was $15.1 million, or 14.8% of sales, versus a consolidated gross margin of $13.0 million, or 22.4% of sales, in the same period in 2004. Included in the Company's gross margin in the third quarter of 2005 is the impact of pricing pressure on the Company's domestic heat exchange product line, costs associated with the impact of production cutbacks that the Company initiated to reduce inventories and $0.5 million of non-cash restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. associated with the write-down of inventory to its net realizable value Net realizable value (NRV) is a commonly used method of evaluating an asset's worth in the field of inventory accounting. NRV is part of GAAP rules that apply to valuing inventory, so as to not overstate or understate the value of inventory goods. . Rising raw material costs and the write-off of the purchase accounting adjustment to reflect acquisition inventory at fair market value also had a negative effect on gross margins. Selling, general and administrative expenses totaled $21.0 million, or 20.6% of net sales, in the 2005 third quarter, compared to $10.0 million, or 17.3% of net sales, in the same period in 2004. The increase in expenses primarily reflects the addition of the Modine aftermarket branch outlets and support costs as a result of the merger. In addition, the Company incurred non-recurring integration costs in the form of systems, communications and financial data integration of the two businesses and name change expenses. Higher freight costs caused by the rising price of fuel and costs attributable to the Sarbanes-Oxley compliance activities initiated during the year also contributed to the year-over-year increase. Expense levels were lowered by a $0.5 million gain recorded during the quarter due to the sale of surplus machinery and equipment acquired in the merger. The Company reported an operating loss operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. from continuing operations, before interest expense and income taxes, for the third quarter of 2005 of $7.5 million, versus operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. from continuing operations of $3.0 million in the third quarter of 2004. Included in the Company's results for the third quarter of 2005 were $1.5 million in restructuring charges due to the Company's closure of its aluminum heater manufacturing facility in Buffalo, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of and the relocation RELOCATION, Scotch law, contracts. To let again to renew a lease, is called a relocation. 2. When a tenant holds over after the expiration of his lease, with the consent of his landlord, this will amount to a relocation. of these activities to an existing facility in Nuevo Laredo Nuevo Laredo (nwā`vō lärā`thō), city (1990 pop. 218,413), Tamaulipas state, NE Mexico, across the Rio Grande from Laredo, Tex. , Mexico. In addition, the Company incurred costs associated with activities impacting existing Proliance facilities, which were part of the $10-14 million restructuring program announced by the Company at the time of the merger. These included costs resulting from the closure of branch and plant locations and their consolidation into existing acquired facilities, the closure of the Company's New Haven tube mill and the relocation of copper brass radiator radiator, device used to heat an area surrounding it or to cool a fluid circulating within it. The familiar radiators of steam and hot water heating systems in buildings are misnamed, as they operate principally by convection, in which heat is transferred by air production from the Company's Nuevo Laredo facility to a Mexico City Mexico City Spanish Ciudad de México City (pop., 2000: city, 8,605,239; 2003 metro. area est., 18,660,000), capital of Mexico. Located at an elevation of 7,350 ft (2,240 m), it is officially coterminous with the Federal District, which occupies 571 sq mi facility. These actions, once fully implemented, are expected to generate annual operating cost savings substantially in excess of associated restructuring charges. There were no restructuring charges in the third quarter of 2004. The Company's loss from continuing operations for the third quarter of 2005 of $9.9 million, after income taxes, included total restructuring charges of $2 million and a number of other merger and business integration-related charges. These charges include, but are not limited to, integration expenses of $1.1 million, unabsorbed overhead variances as a result of production cutbacks to reduce inventories of $2.6 million, $1.1 million from the write-off of a portion of the inventory fair market value purchase accounting adjustment, $0.9 million of higher cost inventory acquired in the merger and a $0.5 million gain from the sale of fixed assets fixed assets npl → activo sg fijo fixed assets npl → immobilisations fpl fixed assets fix npl → acquired in the merger. A measure of loss from continuing operations taking into account the foregoing listed items, each of which the Company considers to be non-recurring, would 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 third quarter. Most of the listed adjustments are the result of the merger with Modine Aftermarket Holdings Inc. that closed during the third quarter. As the summary of merger and integration-related data can be determined based on the information provided in this paragraph, no separate tabular tab·u·lar adj. 1. Having a plane surface; flat. 2. Organized as a table or list. 3. Calculated by means of a table. tabular resembling a table. presentation is provided. Inventory levels at September 30, 2005 were $126.2 million, compared to $84.8 million at June 30, 2005 and $71.2 million at December 31, 2004. These levels reflect inventory increases associated with the merger, as well as safety stock built up to support preparation for plant consolidation activities and the Company's relocation of its aluminum heater manufacturing operations Manufacturing operations concern the operation of a facility, as opposed to maintenance, supply and distribution, health, and safety, emergency response, human resources, security, information technology and other infrastructural support organizations. , discussed above. When compared to the inventory level at June 30, 2005 of $84.8 million plus the inventory of $58.0 million acquired in the merger, the production adjustments initiated in the third quarter of 2005 resulted in a $16.6 million of inventory reduction in the quarter. The Company expects a more gradual reduction of inventory in the fourth quarter given seasonal variations and beyond, in part through the unification (programming) unification - The generalisation of pattern matching that is the logic programming equivalent of instantiation in logic. When two terms are to be unified, they are compared. of product line designs. In the third quarter of 2005, the Company generated $8.8 million in cash flow provided by operating activities compared to $6.8 million of cash flow provided by operating activities in the comparable prior year period. The third quarter of 2005 benefited from inventory reductions offset in part by restructuring costs resulting from the merger. Cash flow used in operating activities for the first nine months of 2005 was $9.5 million compared to a year ago when operations generated $8.9 million of cash flow. During the fourth quarter of 2005, the Company expects to generate cash flow from operations Cash flow from operations A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses as a result of continued planned inventory reduction efforts and seasonal increases in accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying collections from the normal pay-down Pay-down In a Treasury refunding, the amount by which the par value of the securities maturing exceeds that of those sold. In the context of general equities, paying a lower price in an accumulation of stock. Antithesis of pay-up. of third quarter balances. For the first nine months of 2005, net sales were $209.2 million, an increase of 24.7% from net sales of $167.8 million in the first nine months of 2004. Net sales in the first nine months of 2005 included $34.6 million of net sales by businesses acquired in the merger and $174.6 million of net sales by historical Proliance business units. The Company reported net income for the first nine months of 2005 of $3.7 million, or $0.40 per basic and diluted share, which included income from discontinued operation of $0.8 million, or $0.09 per basic and diluted share, an after-tax gain on the sale of the Heavy Duty OEM business of $3.9 million, or $0.42 per basic and diluted share, and extraordinary income on the write-off of negative goodwill of $13.2 million, or $1.44 per basic and diluted share. In the first nine months of 2004, including income from a discontinued operation of $3.0 million, or $0.42 per basic and diluted share, the Company reported net income of $2.8 million, or $0.39 per basic and diluted share. Mr. Johnson concluded, "We are pleased with our progress in integrating our operations and the execution to date of our restructuring program. As we move into the fourth quarter, we remain focused on swiftly and effectively implementing the integration of our businesses, while at the same time continuing to provide the highest quality service and products to our customers. In addition to improvements in operating performance and enhanced financial strength, the final result of these activities will position Proliance to effectively compete in the current market environment through well-differentiated products, low-cost manufacturing supported by global sourcing capabilities and an outstanding international distribution capability. Our Proliance Associates are doing a terrific job of implementing the continued improvements in our business, and we salute their combined efforts. We look forward to continued progress in the fourth quarter and a return to profitability in 2006, assuming normal market conditions." Proliance International, Inc. is a leading global manufacturer and distributor of aftermarket heat transfer and temperature control products for automotive and heavy-duty applications serving North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , 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 forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Statements included in this news release, which are not historical in nature, are forward-looking statements made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the future financial performance of the Company are subject to business conditions and growth in the general economy and automotive and truck business, the impact of competitive products and pricing, changes in customer product mix, failure to obtain new customers or retain old customers or changes in the financial stability of customers, changes in the cost of raw materials, components or finished products and changes in interest rates. 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. In addition, the following factors relating to the merger with the Modine Manufacturing Company aftermarket business, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the risk that the businesses will not be integrated successfully; (2) the risk that the cost savings and any revenue synergies from the transaction may not be fully realized or may take longer to realize than expected; (3) disruption disruption /dis·rup·tion/ (dis-rup´shun) a morphologic defect resulting from the extrinsic breakdown of, or interference with, a developmental process. from the transaction making it more difficult to maintain relationships with clients, employees or suppliers; (4) the transaction may involve unexpected costs; (5) increased competition and its effect on pricing, spending, third-party relationships and revenues; (6) the risk of new and changing regulation in the U.S. and internationally; (7) the possibility that Proliance's historical businesses may suffer as a result of the transaction and (8) other uncertainties and risks beyond the control of Proliance. Additional factors that could cause Proliance's results to differ materially from those described in the forward-looking statements can be found in the Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. of Proliance (formerly known as Transpro, Inc.), 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 here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" , and we do not undertake any obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise.
PROLIANCE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share data)
(unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
2005 2004 2005 2004
-------- -------- -------- --------
Net sales $101,953 $ 58,004 209,223 $167,839
Cost of sales 86,893 44,998 173,771 135,077
-------- -------- -------- --------
Gross margin 15,060 13,006 35,452 32,762
Selling, general and
administrative expenses 21,043 10,012 42,496 29,623
Restructuring charges 1,507 -- 2,874 --
-------- -------- -------- --------
Operating (loss) income from
continuing operations (7,490) 2,994 (9,918) 3,139
Interest expense 2,171 1,392 5,520 3,111
-------- -------- -------- --------
(Loss) income from continuing
operations before taxes (9,661) 1,602 (15,438) 28
Income tax provision (benefit) 208 214 (1,206) 185
-------- -------- -------- --------
(Loss) income from continuing
operations (9,869) 1,388 (14,232) (157)
Income from discontinued
operation, net of tax -- 1,270 848 2,975
Gain on sale of discontinued
operation, net of tax -- -- 3,899 --
Extraordinary income - write-
off of negative goodwill 13,207 -- 13,207 --
-------- -------- -------- --------
Net income $ 3,338 $ 2,658 $ 3,722 $ 2,818
======== ======== ======== ========
Basic income (loss) per
common share:
From continuing operations $ (0.75) $ 0.1 $ (1.55) $ (0.03)
From discontinued operation - 0.18 0.09 0.42
From gain on sale of
discontinued operation - - 0.42 -
From extraordinary income -
write-off of negative
goodwill 1.00 - 1.44 -
-------- -------- --------- --------
Net income $ 0.25 $ 0.37 $ 0.40 $ 0.39
======== ======== ========= ========
Diluted income (loss) per
common share:
From continuing operations $ (0.75) $ 0.19 $ (1.55) $ (0.03)
From discontinued operation - 0.17 0.09 0.42
From gain on sale of
discontinued operation - - 0.42 -
From extraordinary income -
write-off of negative
goodwill 1.00 - 1.44 -
-------- -------- --------- --------
Net income $ 0.25 $ 0.36 $ 0.40 $ 0.39
======== ======== ========= ========
Weighed average
common shares Basic 13,241 7,106 9,189 7,106
======== ======== ========= ========
Diluted 13,241 7,367 9,189 7,106
======== ======== ========= ========
Note: Prior year amounts have been reclassified to reflect the Heavy
Duty OEM business as a discontinued operation.
PROLIANCE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
September 30, December 31,
2005 2004
------------- -------------
Cash and cash equivalents $ 5,190 $ 297
Accounts receivable, net 79,856 34,429
Inventories, net 126,187 71,211
Other current assets 6,160 4,198
Discontinued operation current assets -- 11,403
Net property, plant and equipment 19,321 16,135
Other assets 8,696 5,621
Discontinued operation non-current assets -- 6,565
------------ ------------
Total assets $ 245,410 $ 149,859
============ ============
Accounts payable $ 51,815 $ 26,647
Accrued liabilities 32,017 17,453
Discontinued operation current liabilities -- 8,176
Total debt 50,359 44,024
Other long-term liabilities 9,336 6,724
Stockholders' equity 101,883 46,835
------------ ------------
Total liabilities and stockholders' equity $ 245,410 $ 149,859
============ ============
Note: December 31, 2004 amounts reflect reclassification of the
Heavy Duty OEM business as a discontinued operation.
PROLIANCE INTERNATIONAL, INC.
SUPPLEMENTARY INFORMATION
(in thousands)
(unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
2005 2004 2005 2004
--------- --------- --------- ---------
SEGMENT DATA:
-------------
Net sales:
Domestic $ 91,355 $ 58,004 $198,625 $167,839
International 10,598 -- 10,598 --
-------- -------- -------- --------
Total net sales $101,953 $ 58,004 $209,223 $167,839
======== ======== ======== ========
Operating (loss) income from
continuing operations:
Domestic $ (2,779) $ 4,879 $ 868 $ 8,192
Restructuring and other
special charges (1,914) -- (3,281) --
-------- -------- -------- --------
Domestic total (4,693) 4,879 (2,413) 8,192
-------- -------- -------- --------
International 420 -- 420 --
Restructuring and other
special charges (93) -- (93) --
-------- -------- -------- --------
International total 327 -- 327 --
-------- -------- -------- --------
Corporate expenses (3,124) (1,885) (7,832) (5,053)
-------- -------- -------- --------
Total operating (loss) income
from continuing Operations $ (7,490) $ 2,994 $ (9,918))$ 3,139
======== ======== ======== ========
CAPITAL EXPENDITURES, NET $ 2,214 $ 853 $ 5,968 $ 2,516
------------------------- ======== ======== ======== ========
Note: Prior year amounts have been reclassified to reflect the
Heavy Duty OEM business as a discontinued operation.
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