Precision Auto Care Announces Preliminary 2nd Quarter Results and Annual Meeting Results
Precision Auto Care Announces Preliminary 2nd Quarter Results and Annual Meeting Results
LEESBURG, Va., Jan. 17 /PRNewswire-FirstCall/ -- Precision Auto Care, Inc. (OTC Bulletin Board: PACI) today announced that the Company's stockholders had approved by an overwhelming margin proposals to increase the authorized shares from 20 million to 40 million, to reduce the minimum number of directors from 10 to 5, and to reduce the terms of office from 3 years to 1 year. The stockholders' approvals permit the Company to issue Warrants pursuant to the previously-announced Exchange Agreement with its two senior debt holders, Arthur Kellar, a member of the Board of Directors, and Precision Funding L.L.C., comprised of Mr. Kellar and Desarollo Integrado, S. A. de C.V., controlled by Mauricio Zambrano, a former member of the Board of Directors. As a result of the stockholder action, all of the ten existing directors resigned and were replaced by a board consisting of 5 directors, all of whom were incumbent directors: Woodley A. Allen (Chairman), Louis M. Brown, Jr., Bassam Ibrahim, Dr. John Sanders and Arthur C. Kellar. Mr. Brown, PACI's CEO stated: "We are grateful for the shareholders support in simplifying the board structure since a smaller board is more suitable for a company of our size. We are also grateful for the shareholders' approval of the increase in the authorized number of shares. This lets us issue warrants under the Exchange Agreement announced on October 31, 2002 and avoid the issuance of interest- bearing preferred shares." Mr. Brown also reported preliminary 2nd quarter results for PACI noting that they looked much better without the interest expense. Although the numbers are not audited, the internal numbers report revenues for the three months beginning October 1 and ending December 31, 2002 at $4.15 million and the loss for that period at $321,000, compared with a loss of $3.3 million on revenues of $4.96 million for the 3 months ended 12/31/2001. This calculation does not include any positive adjustments from the debt to equity transaction. Robert Falconi, the company CFO, stated that "With the recapitalization in place and the large amount of interest relief that is realized because of the recapitalization, our opportunity to begin making profits in the future is greatly enhanced." Precision Auto Care, Inc.'s affiliate, Precision Franchising LLC, is one of the world's largest franchisor of auto care centers, with 444 operating centers as of January 17, 2002. The Company franchises and operates Precision Tune Auto Care centers around the world. Cautionary Statement: The statements in this press release contain forward-looking statements within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934. These statements are based on the Company's current expectations, estimates and projections. Statements that are not historical facts are forward-looking statements and typically are identified by words like "believe," "anticipate," "could," "estimate," "expect," "intend," "plan," "project," "will" and similar terms. These statements are not guarantees of future performance, events or results and involve potential risks and uncertainties. Accordingly, actual results may differ from current expectations, estimates and projections. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may impact the Company's actual results include: (i) business conditions and the general economy; (ii) the federal, state and local regulatory environment; (iii) increased competitive pressure in the automotive after-market services business; (iv) significant automotive technology advances; (v) management's ability to execute the Company's business plan; and (vi) the Company's ability to sell franchises in each. Additional information concerning risks and uncertainties that could cause actual results to differ materially from those projected or suggested in the forward-looking statements in the Company's filings with the Securities and Exchange Commission and in its Annual Report on Form 10-K for the year ended June 30, 2002. The forward- looking statements contained in this prospectus represent the Company's judgment as of the date of this prospectus, and you should not unduly rely on these statements. Three Months Ending December 31, 000s except per share amounts 2002 2001 Revenue $ 4,151 $ 4,957 Net Income (loss) $ (321) $(3,262) Diluted Income (loss) per share $ (0.02) $ (0.30) Shares Outstanding - diluted 13,318 10,724 Six Months Ending December 31, 000s except per share amounts 2002 2001 Revenue $ 8,878 $10,750 Net Income (loss) $ (754) $(5,149) Diluted Income (loss) per share $ (0.06) $ (0.50) Shares Outstanding - diluted 13,318 10,370