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Probex Reports Third Quarter Results

    DALLAS--July 31, 2001--Probex Corp. (AMEX:PRB), an energy technology company specializing in environmental services, today reported revenues for the third fiscal quarter ended June 30, 2001, of approximately $3.6 million, compared with revenues of approximately $1 million for the same period a year earlier.
    The net loss for the third fiscal quarter was approximately $3.3 million, or 12 cents per basic and diluted share, compared with a net loss of approximately $1.3 million, or 6 cents per basic and diluted share in the year-ago quarter.
    Revenues for the fiscal nine months ended June 30, 2001, were approximately $11.3 million, compared with revenues of approximately $1 million for the same period in 2000. The net loss for the fiscal nine months ended June 30, 2001 was approximately $13 million, or 49 cents per basic and diluted share, compared with a net loss of approximately $3.1 million, or 14 cents per basic and diluted share for the same period in the previous year.
    Bruce A. Hall, Probex Senior Vice President and Chief Financial Officer, noted that the losses for the fiscal quarter and nine months ended June 30, 2001, primarily reflect a combination of expenses and non-cash interest charges related to 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 within the targeted range, cash flow generated by the Company's used oil collection system was below expectations for the third fiscal quarter. This was primarily due to lower than anticipated sales volumes resulting from a longer than normal winter and heavy rains in the Company's Ohio collection region, which delayed the start of the more profitable asphalt paving season. This market is improving as asphalt contractors, which consume large quantities of used oil as burner fuel, move into the height of the summer paving season. As expected, cash flow from the used oil collection system 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 burner fuel markets, will supply the feedstock for the Company's reprocessing facilities following the construction of the first plant in Wellsville, Ohio.
    Charles M. Rampacek, Probex Chairman, President and Chief Executive Officer, noted "We have advanced significantly from the end of our second fiscal quarter along a number of parallel paths involving our engineering, procurement and construction (EPC) contract, our technical and market performance coverage, an independent engineering report, product off-take contracts and our project financing, all of which are being brought together to culminate with the start of engineering and construction of our Wellsville reprocessing plant.
    "We have resolved all issues surrounding the EPC contract, which contains a fixed cost, a fixed construction schedule and operating performance commitments that meet the lender requirements. The final document is now being readied for execution," Rampacek continued. "In addition, an agreement is being finalized with an AAA rated international insurance company, which will guarantee to our lenders, through technology risk and market risk coverage, the performance of our Wellsville reprocessing plant to design specifications. We have also reviewed a positive draft report from a major independent engineering firm on our Wellsville project, which was commissioned by our financial advisor, Credit Suisse First Boston (CSFB), on behalf of prospective lenders. The report validates Probex's technology, market opportunity and operating and profitability assumptions. Additionally, Probex has received signed term sheets from a diversified number of manufacturers of blended lubricating oils to purchase at least 75% of the lube base oil products which will be produced by the Wellsville plant and is in the process of executing multi-year contracts with these manufacturers. These contracts should all be executed in the near future. In that regard," Rampacek added, "prices now being posted for lube base oils of the quality Probex expects to produce, which will be capable of being blended into the newly required GF-3 motor oils, are carrying a 5 cent to 7 cent premium over base oils currently being blended into GF-2 motor oils, and demand is firm.
    "All of these activities had to be accomplished before we could complete our project financing," Rampacek noted, "but that job is now essentially complete. CSFB is now integrating the various reports and agreements into a financial package, which is being prepared to go out to potential investors in the near future, and CSFB and Probex are working to finalize project financing for Wellsville. We remain confident that we will obtain project financing for Wellsville; though we can not predict with certainty how long the process may take. We are doing everything we can to expedite events within our control, and we are encouraged that the difficult market conditions appear to be showing signs of improvement. We are also very encouraged by the number and quality of investors who have indicated strong interest in participating in our project financing. Both Probex and Bechtel are ready to start engineering and construction activities as soon as project financing is completed.
    "In the near term," Rampacek added, "we have been successfully securing interim financing, which we believe will provide sufficient working capital to support our activities through the close of project financing. This interim financing is a continuing affirmation of the strength of our technology, our management team and our business plan.
    "Finally," he said, "we have made significant progress with regard to our anticipated joint-venture agreement with a major multi-national European conglomerate, including specifying the terms of the agreement, arranging for technology risk insurance and preparing to begin process design. We hope to resolve the remaining issues and sign a definitive agreement in the near future. If successfully entered into, the agreement would also provide an opportunity 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 concluded, "We have achieved a number of important and necessary milestones in the past quarter which have cleared the way for the Wellsville project financing to proceed to closure. Financing issues relating to the EPC contract, the independent engineer's report, the technology and market coverage, and product off-take contracts have been successfully resolved. We have received further affirmation of the strength of our technology and our business model, not only from the independent engineer, but also from investors who are committed to providing additional interim financing. We expect to receive in the near future international validation of our technology and business model from our European joint venture. With these milestones accomplished, we are aggressively working to bring our project financing on our Wellsville plant to a close as rapidly as the market will allow. We appreciate the continued support of our shareholders as we work to become a world leader in the collection and reprocessing of used lubricating oils into premium quality base lube oils."




                             PROBEX CORP.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (unaudited)


                      Three Months Ended          Nine Months Ended

                           June 30                     June 30
                      2001         2000           2001         2000
                 -----------------------------------------------------

REVENUES         $ 3,647,828  $  1,033,008   $ 11,328,002  $ 1,033,008                            
                                                                       
COST OF SALES      1,709,157       497,774      4,768,186      497,774
                 -----------------------------------------------------
GROSS PROFIT       1,938,671       535,234      6,559,816      535,234

EXPENSES:
Operating          1,746,056       213,998      5,317,299      213,998

Research and 
 development         870,264       543,798      2,602,224    1,161,941
                                                                                       
Selling, general
 and
 administrative    1,292,184       930,514      4,881,518    2,063,706

Depreciation and
 amortization        274,662       126,180        868,261      235,354
                 -----------------------------------------------------
    
TOTAL EXPENSES     4,183,166     1,814,490     13,669,302    3,674,999
                                                  
                 -----------------------------------------------------

OPERATING LOSS    (2,244,495)   (1,279,256)    (7,109,486)  (3,139,765)
                                                             

Interest -- net   (1,083,196)        3,364     (5,810,960)      43,751
                                                                     
Other -- net           2,912            --          1,091       10,933 
                                                                                  
Equity in net 
 income in 
 affiliate            18,486            --         18,486           --
                                                                                   
Provision for 
 income tax          (23,800)           --        (36,800)          --
                 -----------------------------------------------------

NET LOSS         $(3,330,093) $ (1,275,892)  $(12,937,669) $(3,085,081)
                                                                                            
                 =====================================================
NET LOSS PER 
 SHARE           $    (0.12)  $     (0.06)   $      (0.49) $     (0.14)
                 =====================================================


                             PROBEX CORP.
                      CONSOLIDATED BALANCE SHEETS
                              (unaudited)
                         
                                        June 30,        September 30,
                                         2001               2000
                                   -----------------------------------
ASSETS
 Cash and cash equivalents          $     836,799     $     434,812
                                                                                      
                                                           
 Accounts and notes receivable          2,123,255         1,737,173
 Inventories                              840,915            98,161
 Prepaid and other current assets         255,315           115,848  
                                   -----------------------------------
 Total current assets                   4,056,284         2,385,994 
 
Property, plant and 
  equipment -- net                     14,231,410         6,382,595
 Goodwill -- net                        5,914,479         6,925,837  
 Patents -- net                           310,978           148,106 
 Investments in affiliate -- 
  at equity                               712,933                --
 Deferred financing costs -- net        3,104,628                --
 Other assets                             391,765           417,683 
                                   -----------------------------------
TOTAL ASSETS                        $  28,722,477     $  16,260,215                                         
                                   ===================================

LIABILITIES           
 Accounts payable                   $   4,331,595     $   1,158,936
 Accrued liabilities                    4,238,624         1,959,954 
 Current maturities of capital 
  lease obligations                       140,962            25,732
 Short-term debt -- 
  net of note discount                  3,969,952         7,214,037  
 Current maturities of long-term 
  debt                                    268,747           300,000
                                   -----------------------------------
 Total current liabilities             12,949,880        10,658,659
 Capital lease obligations, 
  long-term                                98,492            43,491
 Long-term debt                        13,625,415         1,200,000 
                                   -----------------------------------
 TOTAL LIABILITIES                     26,673,787        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 Jun. 30, 2001 
  and at Sep. 30, 2000                        535         4,634,412

 Common Stock, $0.001 par value, 
  authorized 100,000,000 shares:
  issued -- 29,198,908 at Jun. 30, 
  2001 and 25,531,137 at Sep. 30, 
  2000                                     29,199        12,705,748
 subscribed -- None at Jun. 30, 2001 
  and at Sep. 30, 2000                         --                --
                                                                                    
 Additional Paid In Capital            30,892,468         2,889,731
 Deferred stock compensation expense     (718,666)       (1,233,153)
 Accumulated Deficit                  (27,975,886)      (14,638,046)

 Less:  Treasury Stock (common: 
  167,011 shares at Jun.30, 2001
  and 62,690 shares at Sep.30, 2000) 
  at cost                                (178,960)             (627)
                                   -----------------------------------

TOTAL STOCKHOLDERS' EQUITY              2,048,690         4,358,065
                                                           
                                   -----------------------------------
TOTAL LIABILITIES AND 
 STOCKHOLDERS' EQUITY               $  28,722,477     $  16,260,215                
                                                                          
                                   ===================================


                             PROBEX CORP.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (unaudited)
                                                          
                                       Nine Months Ended June 30,
                                        2001              2000
                                --------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                           $(12,937,669)       $(3,085,081)
 Adjustments:
  Depreciation and amortization          868,261            235,354
  Provision for doubtful accounts         50,000                 --
  Income from investment in 
   affiliate                             (18,486)                --
  Stock option compensation              513,445                 --
  Gain on disposition of assets               --                 --
  Stock issued for consulting 
   services                               96,223             82,563
  Stock issued for employee 
    compensation                           1,042             71,626 
  Stock issued for interest expense       51,383                 -- 
  Interest expense related to 7% 
   convertible notes                   3,125,000                 --
  Amortization of deferred financing 
   costs                               1,784,477                 -- 
  Changes in operating assets and 
   liabilities:                               --                 --
   (Increase) decrease in accounts 
    and notes receivable                (431,811)          (488,059)
   (Increase) decrease in 
    inventories                         (742,754)           (54,486)
   (Increase) decrease in prepaid 
    and other                           (139,467)           (62,898) 
   (Increase) decrease in other 
    assets                                25,918             47,882 
    Increase (decrease) in accounts 
     payable                             851,822            504,907
    Increase (decrease) in accrued 
     liabilities                         638,910            829,557
                                --------------------------------------
NET CASH USED BY OPERATING  
 ACTIVITIES                           (6,263,706)        (1,918,635)

CASH FLOWS USED BY INVESTING ACTIVITIES
 Business acquisitions                        --         (1,600,000) 
 Investments in affiliates                    (1)                --
 Purchase of property, plant and
  equipment                           (3,889,359)        (2,510,072)
 Purchase of Goodwill                          --            41,248
 Cost of patents                        (175,560)                --
                                --------------------------------------
NET CASH USED BY INVESTING 
 ACTIVITIES                           (4,064,920)        (4,068,824)  

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
 Principal payment on capital 
  lease obligation                       (181,620)               --
 Proceeds from short-term 
  borrowings                            5,780,000           140,318
 Principal payment on short-term 
  borrowings                           (7,200,000)           (3,339)
 Proceeds from long-term 
  borrowings                           12,500,000                --
 Principal payment on long-term 
  borrowings                             (129,923)               --
 Deferred financing costs              (2,066,210)               -- 
 Proceeds from sale of preferred 
  stock                                        --          3,026,185   
 Proceeds from sale of common
  stock                                 2,028,366          1,288,176 
NET CASH PROVIDED BY FINANCING
  ACTIVITIES                           10,730,613          4,451,340

NET INCREASE IN CASH                      401,987         (1,536,119)
                                                                 
CASH AT BEGINNING OF PERIOD               434,812          2,658,055 
                                --------------------------------------
         
CASH AT END OF PERIOD               $     836,799       $  1,121,936
                                ======================================

CASH INTEREST PAID                  $     244,740       $    195,652
                                ======================================