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Probex Reports Q2 Results; Advances Toward Start of Plant Construction

    DALLAS--May 3, 2001--Probex Corp. (AMEX:PRB), an energy technology company specializing in environmental services, today reported revenues for the second fiscal quarter ended March 31, 2001, of approximately $4.1 million, compared with no revenues for the same period a year earlier, when Probex was a development stage company.
    The net loss for the second fiscal quarter was approximately $3.3 million, or 12 cents per basic and diluted share, compared with a net loss of approximately $1 million, or 5 cents per basic and diluted share in the year-ago quarter.
    Revenues for the fiscal six months ended March 31, 2001, were approximately $7.7 million, compared with no revenues for the same period in 2000, when Probex was a development stage company. The net loss for the fiscal six months was approximately $9.6 million, or 36 cents per basic and diluted share, compared with a net loss of approximately $1.8 million, or 9 cents per basic and diluted share for the previous year.
    Bruce A. Hall, Probex Senior Vice President and Chief Financial Officer, noted that the losses for the fiscal quarter and six months ended March 31, 2001, primarily reflect a combination of expenses and non-cash interest charges related to accelerated business and financing activities which are required as the Company prepares to initiate construction of its first used oil reprocessing facility. Hall added that while revenues were largely on target, cash flow generated by its expanding used oil collection system was below expectations for the second fiscal quarter due to stronger than anticipated seasonality impacts during the period. This market is expected to improve significantly during the spring and summer. As expected, cash flow from the used oil collection network continued to be more than offset by ongoing research, engineering and development activities necessary to bring the Company's environmentally beneficial lube base oil technology to market. Used oil from the collection system, which is currently being sold into the burner fuel market, will supply the feedstock for Probex reprocessing facilities following the planned commercialization of the first plant in Wellsville, Ohio, in the second half of 2002.
    Charles M. Rampacek, Probex Chairman, President and Chief Executive Officer, noted "We are continuing to advance along a number of parallel paths involving our engineering, procurement and construction (EPC) contract, our technical performance coverage and our project financing, all of which when brought together will culminate with the start up of construction of our Wellsville reprocessing facility."
    With regard to the project financing, Rampacek added that a number of new opportunities have presented themselves, which could lower the cost of financing. "The due diligence required with these new opportunities, coupled with a much poorer and more careful investment climate in the first calendar quarter of this year, is drawing out the financing process longer than we anticipated," he said. "However, we continue to make progress and are working with a number of prestigious institutions to secure all of our financing commitments. We believe that we can close on our financing activities near the end of this quarter, but it could take slightly longer."
    "We have completed the process design work with Bechtel Corp. for our Wellsville facility and cost estimates continue to be in line with our original projections," Rampacek noted. "We are currently working to cross integrate the terms of our technical performance coverage and our EPC contract. Once this integration is completed, we will be able to finalize our EPC and technical performance coverage agreements, which are necessary to secure our project financing. As previously reported, site clearing work has been conducted at Wellsville and we received our key Air Permit from the Ohio Environmental Protection Agency. We are ready to begin ordering equipment and start construction activities as soon as our project financing is completed. We anticipate that production will begin approximately 16-17 months after our financing is obtained," he said.
    Probex has received signed term sheets from manufacturers of blended lubricating oils to purchase approximately 75% of the lube base oil products which will be produced by the Wellsville plant and final contracts have been sent to these customers for their execution. "The quality of the Company's ProLube(TM) base oil products is being recognized in the market, and sales pricing is meeting expectations. Overall, Probex's anticipation of a firm market for its GF-3 level base oils continues to be supported as industry supply tightens further with the announced closing of a major refinery which makes GF-3 base oils," Rampacek noted.
    Probex has commitments to provide 100% of the used oil feedstock required for the Wellsville facility through a combination of Company-owned feedstock and supply contracts.
    Additionally, the Company is continuing to actively pursue potential acquisitions in the regions where it plans to build its first three domestic plants.
    Finally, Probex expects to complete a definitive joint-venture agreement with a major multi-national European conglomerate for the construction and operation of the Company's first used motor oil reprocessing facility in Europe. If successfully entered into, the agreement would also provide an alliance for future European facilities and represent a significant step forward in the profitable penetration of the major European market, where proper disposal of used motor oil is a significant issue.

    Outlook

    Rampacek added, "We made solid strides on the Wellsville project in the second fiscal quarter of 2001 -- obtaining permits, securing feedstock supply, advancing product off-take contracts, completing project design work and integrating our EPC contract and technical performance agreements in order to finalize our project financing. We also significantly advanced work on our European joint-venture and are actively pursuing additional acquisitions of used oil collection companies. We remain confident that we will obtain project financing for Wellsville in the near future and execute the joint venture agreement with the European conglomerate. We will also continue a targeted market expansion of our used oil collection business and anticipate advancing discussions toward the acquisition of additional collection companies."





                             PROBEX CORP.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)


                 Three Months Ended Mar. 31   Six Months Ended Mar. 31
                      2001         2000          2001        2000
                 ----------------------------------------------------

REVENUES          $4,077,374  $        --  $ 7,680,174   $       --
COST OF SALES      2,008,174           --    3,059,029           --
                 ----------------------------------------------------
GROSS PROFIT       2,069,200           --    4,621,145           --
                                                                      

EXPENSES:
Operating          1,739,361           --    3,571,243           --
Research and
 development         866,458      346,792    1,731,960      618,143
Selling, general
 and
 administrative    1,876,142      681,138    3,589,334    1,133,192
Depreciation and
 amortization        304,279       54,419      593,599      109,174
                 ----------------------------------------------------
TOTAL EXPENSES     4,786,240    1,082,349    9,486,136    1,860,509
                 ----------------------------------------------------

OPERATING LOSS    (2,717,040)  (1,082,349)  (4,864,991)  (1,860,509)


Interest - net      (586,877)     30,264    (4,727,764)      40,388
Other - net               --      10,933        (1,821)      10,933
Provision for
 income tax          (13,000)         --       (13,000)          --
                 ----------------------------------------------------

NET LOSS         $(3,316,917) $(1,041,152) $(9,607,576) $(1,809,188)
                =====================================================

NET LOSS PER
 SHARE           $     (0.12) $     (0.05) $     (0.36) $     (0.09)
                =====================================================


                             PROBEX CORP.
                      CONSOLIDATED BALANCE SHEETS

                                           March 31,     September 30,
                                             2001            2000
                                          (unaudited)     (audited)
                                        ------------------------------
ASSETS
Cash and cash equivalents               $    825,462    $    434,812
Accounts and notes receivable              2,117,200       1,737,173
Inventories                                  197,313          98,161
Prepaid and other                            152,881         115,848
                                        ------------------------------
Total current assets                       3,292,856       2,385,994


Property, plant and equipment - net       13,206,540       6,382,595
Goodwill - net                             6,691,417       6,925,837
Patents - net                                296,225         148,106
Deferred financing costs - net             2,691,948              --
Other assets                                 390,267         417,683
                                        ------------------------------
TOTAL ASSETS                            $ 26,569,253    $ 16,260,215
                                        ==============================
LIABILITIES
Accounts payable                        $    749,183    $  1,158,936
Accrued liabilities                        4,680,129       1,959,954
Current maturities of capital lease
 obligations                                 136,415          25,732
Short-term debt                            2,627,089       7,214,037
Current maturities of long-tem debt          268,747         300,000
                                        ------------------------------
Total current liabilities                  8,461,563      10,658,659

Capital lease obligations, long-term         135,937          43,491
Long-term debt                            13,625,415       1,200,000
                                        ------------------------------
TOTAL LIABILITIES                         22,222,915      11,902,150

COMMITMENTS AND CONTINGENCIES                     --              --

STOCKHOLDERS' EQUITY
Series A 10% Cumulative Convertible
Preferred Stock, $0.001 par
value, authorized 10,000,000 shares:
issued - 535,000 at Mar. 31, 2001 and
 at Sep. 30, 2000                                535       4,634,412
Common Stock, $0.001 par value,
authorized 100,000,000 shares:
issued-28,398,559 at Mar. 31, 2001 and
25,531,137 at Sep. 30, 2000                   28,398      12,705,748
subscribed-None at Mar. 31, 2001 and at
 Sep. 30, 2000                                    --              --
Additional Paid In Capital                29,720,261       2,889,731
Deferred stock compensation expense         (889,816)     (1,233,153)
Accumulated Deficit                      (24,512,413)    (14,638,046)
Less: Treasury Stock  (common: 62,690
 shares at Mar. 31, 2001
and at Sep. 30, 2000) at cost                   (627)           (627)
                                        ------------------------------
TOTAL STOCKHOLDERS' EQUITY                 4,346,338       4,358,065
                                        ------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                 $ 26,569,253    $ 16,260,215
                                        ==============================



                             PROBEX CORP.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (unaudited)

                                         Six Months Ended March 31,
                                           2001             2000
                                      --------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                              $(9,607,576)      $(1,809,188)
Adjustments:
 Depreciation and amortization            593,599           109,174
 Stock option compensation                342,295                --
 Stock issued for consulting services      58,953             7,563
 Stock issued for employee
  compensation                              1,042             2,084
 Interest expense related to 7%
  convertible notes                     3,176,383                --
 Amortization of deferred financing
  costs                                 1,052,681                --
 Changes in operating assets and
  liabilities:
  (Increase) decrease in accounts
   and notes receivable                  (380,027)          (22,864)
  (Increase) decrease in inventories      (99,152)               --
  (Increase) decrease in prepaid and
   other                                  (37,033)          (43,795)
  (Increase) decrease in other assets      27,416                --
  Increase (decrease) in accounts
   payable                               (409,753)          143,076
  Increase (decrease) in accrued
   liabilities                            492,066                --
                                      --------------------------------
NET CASH USED BY OPERATING ACTIVITIES  (4,789,106)       (1,613,950)


CASH FLOWS USED BY INVESTING
  ACTIVITIES
Purchase of property, plant and
 equipment                             (4,651,349)       (1,019,454)
Cost of patents                          (156,150)          (80,466)
                                      --------------------------------
NET CASH USED BY INVESTING ACTIVITIES  (4,807,499)       (1,099,920)


CASH FLOWS PROVIDED BY FINANCING
 ACTIVITIES
Principal payment on capital lease
 obligation                               (51,258)           (5,281)
Proceeds from short-term borrowings     4,550,000                --
Principal payment on short-term
 borrowings                            (7,247,865)               --
Proceeds from long-term borrowings     12,500,000                --
Principal payment on long-term
 borrowing                                (74,585)               --
Deferred financing costs               (1,521,128)               --
Proceeds from sale of preferred stock          --         3,216,327
Proceeds from sale of common stock      1,832,091         1,288,176
                                      --------------------------------
NET CASH PROVIDED BY FINANCING
 ACTIVITIES                             9,987,255         4,499,222

NET DECREASE IN CASH                      390,650         1,785,352

CASH AT BEGINNING OF YEAR                 434,812         2,658,055
                                      --------------------------------

CASH AT END OF YEAR                   $   825,462        $4,443,407
                                      ================================

INTEREST PAID                         $   237,054        $      916
                                      ================================