Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

The number of shares of common stock, $.01 par value, outstanding as of October 31, 2008May 1, 2009 was 15,798,977.15,779,658.

The condensed consolidated financial information should be read in conjunction with the Proliance International, Inc. (the “Company”) Annual Report on Form 10-K for the year ended December 31, 20072008 including the audited financial statements and notes thereto included therein.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of consolidated financial position, consolidated results of operations and consolidated cash flows have been included in the accompanying unaudited condensed consolidated financial statements. All such adjustments are of a normal recurring nature. Results for the quarter and nine months ended September 30, 2008March 31, 2009 are not necessarily indicative of results for the full year. The balance sheet information as of December 31, 20072008 was derived from the audited financial statements contained in the Company’s Form 10-K.

Prior period amounts have been reclassified to conform to current year classifications.

On February 5, 2008, the Company’s central distribution facility in Southaven, Mississippi sustained significant damage as a result of strong storms and tornadoes (the “Southaven Casualty Event”). During the storm, a significant portion of the Company’s automotive and light truck heat exchange inventory was also destroyed. While the Company had insurance covering damage to the facility and its contents, as well as any business interruption losses, up to $80 million, this incident has had a significant impact on the Company’s short term cash flow as the Company’s lenders would not give credit to the insurance proceeds in the Borrowing Base, as such term is defined in the Credit and Guaranty Agreement (the “Credit“Silver Point Agreement”) by and among the Company and certain domestic subsidiaries of the Company, as guarantors, the lenders party thereto from time to time (collectively, “the Lenders”), Silver Point Finance, LLC (“Silver Point”), as administrative agent for the Lenders, collateral agent and as lead arranger, and Wachovia Capital Finance Corporation (New England) (“Wachovia”), as borrowing base agent. Under the CreditSilver Point Agreement, the damage to the inventory and fixed assets resulted in a significant reduction in the Borrowing Base because the Borrowing Base definition excludes the damaged assets without giving effect to the related insurance proceeds. In order to provide access to funds to rebuild and purchase inventory damaged by the Southaven Casualty Event, the Company entered into a Second Amendment of the CreditSilver Point Agreement on March 12, 2008 (see Note 4).2008. Pursuant to the Second Amendment, and upon the terms and subject to the conditions thereof, the Lenders agreed to temporarily increase the aggregate principal amount of Revolving B Commitments available to the Company from $25 million to $40 million. Pursuant to the Second Amendment, the Lenders agreed to permit the Company to borrow funds in excess of the available amounts under the Borrowing Base definition in an amount not to exceed $26 million. The Company was required to reduce this “Borrowing Base Overadvance Amount”, as defined in the CreditSilver Point Agreement, to zero by May 31, 2008. The Borrowing Base Overadvance Amount of $26 million was reduced to $24.2 million in the Third Amendment of the CreditSilver Point Agreement, (see Note 4), which was signed on March 26, 2008. While the Company was able to achieve the Borrowing Base Overadvance reduction by the May 31, 2008 date through a combination of operating results, working capital management and insurance proceeds, the Company continues to face significant liquidity constraints.

liquidity constraints. As part of the insurance claim process, the Company received a $10$10.0 million preliminary advance during the first quarter of 2008, additional preliminary advances of $24.7 million during the second quarter of 2008 and $17.3 million during the third quarter of 2008, which were used to reduce obligations under the Company’s credit facility.Silver Point Agreement. On July 30, 2008, the Company reached a global settlement of $52.0 million with its insurance company regarding all damage claims which resulted inclaims. Of the $52.0 million insurance settlement amount, $25.8 million represents the estimated recovery on inventory damaged by the Southaven Casualty Event, $3.4 million represents the estimated recovery on damaged fixed assets and $22.8 million represents the business interruption reimbursement of margin on lost sales, incremental costs for travel, product procurement and reclamation, incremental customer costs and other items resulting from the tornadoes, incurred through December 31, 2008. The insurance recovery did not completely offset the impacts of lost sales and additional costs incurred by the Company receiving $15.3 million during the month of August 2008, which was included in the third quarter receipts disclosed above.2008. The Company is also continuingwas required by its lenders to work toward raising a combination of $30 million or more in debt and/or equity to reduce or possibly replace its current Credit Agreement and to provide additional working capital. Jefferies & Company, Inc. has been hired to assist the Company in obtaining this new debt or equity capital. As there can be no assurance that the Company will be able to obtain such additional funds from the proposed debt refinancing or that further Lender accommodations would be available, on acceptable terms or at all, the Company has classified the remaining balancemake repayments of the term loan, asmaintain an availability block of between $2.5 million and $5.0 million, and pay fees and expenses from the insurance proceeds resulting in the loss of approximately $20.0 million of liquidity. As the Company was required by the Silver Point Agreement to utilize a portion of the insurance claim proceeds to meet these requirements instead of using them to fund the replacement of inventory destroyed by the tornadoes, the Company has been forced to extend vendor payables in an effort to maintain short-term debtcash flow. As a result of extending vendor payables, the Company has encountered delays in obtaining inventory which has had an adverse impact on net sales and the results of operations during 2008 and the first quarter of 2009. These impacts on net sales, results of operations and cash flow are continuing in the second quarter of 2009 and will likely continue until the destroyed inventory is replenished and vendor payables reduced to normal payment terms which the Company anticipates will happen only in conjunction with a refinancing of the existing credit facility.

Included in selling, general and administrative expenses in the condensed consolidated financial statements at September 30, 2008.statement of operations for the three months ended March 31, 2008, was a $2.1 million credit resulting from the Southaven Casualty Event reflecting a gain on the disposal of racking of $1.6 million, as the insurance recovery was in excess of the damaged assets net book value and a $1.1 million gain resulting from the recovery of margin on a portion of the destroyed inventory, offset in part by expenses of $0.6 million incurred as a result of the tornadoes.

The violation of any covenant of the CreditSilver Point Agreement would requirerequires the Company to negotiate a waiver to cure the default. IfWe were able to obtain waivers for the covenant violations at December 31, 2008 with respect to the consolidated and U.S. senior leverage ratio calculations, the amount of NRF operating leases and the explanatory paragraph in the accountants’ opinion and a forebearance of any financial covenant violations as of March 31, 2009 (see Note 4). However, if the Company was unable to successfully resolve a default in the defaultfuture with the Lenders, the entire amount of any indebtedness under the CreditSilver Point Agreement at that time could become due and payable, at the Lenders’ discretion. This results in uncertainties concerning the Company’s ability to retire the debt. The financial statements do not include any adjustments that might be necessary if the Company were unable to continue as a going concern.

Inventory consistsconsisted of the following:

was in violation of the Company’s abilityDomestic adjusted EBITDA, the Domestic fixed charge ratio and the Domestic senior leverage ratio covenants under the Silver Point Agreement at March 31, 2009, the Lenders in the Twenty-Second Amendment of the Silver Point Agreement agreed to reducecontinue to provide funds during a Forbearance Period and to forbear from exercising any remedies during the Borrowing Base Overadvance no longer exist, at September 30, 2008, the outstanding term loanForbearance Period as a result of $33.5 million was classified as short-term debt as there can be no assurances that the Company will be able to obtain additional funds from the proposed debt refinancing or that further Lender accommodations would be available, on acceptable terms or at all. The Company was inany non compliance with the financial covenants underfor the Credit Agreement at September 30, 2008.periods ending March 31, 2009. The Forbearance Period commenced on March 17, 2009 and continues until the earlier of (i) the occurrence of an Event of Default, other than from a violation of the financial covenants, and (ii) May 15, 2009.

During the nine monthsquarter ended September 30, 2008,March 31, 2009, as required by the CreditSilver Point Agreement, the term loan was reduced by $14.8 million from the receipt of insurance proceeds associated with the Southaven Casualty Event, by $0.4$0.1 million from the receipt of Extraordinary Receipts, as defined in the Credit Agreement, and by $1.0 million from the receipt of proceeds from the sale of an unused facility in Emporia, Kansas. As a result

insurance claim. Asreference to “Southaven Insurance Proceeds Reserve” with “Waiver Reserve”. The Southaven Insurance Proceeds Reserve required by the Silver Point Agreement has been replaced by a resultWaiver Reserve in the amount of these efforts,$2,500,000 which would be increased to $7,500,000 on the Company determined thatearliest of (x) an Event of Default and (y) March 24, 2009. The Twenty-Second Amendment also contained a small portionwaiver of the inventory in Southaven was not damaged by the tornadoes, and could be returned to the Company’s inventory (and, consequently, to the Borrowing Base). As a resultEvents of this recharacterization, the Company and the Lenders agreed in the Third Amendment to reduce the maximum Borrowing Base Overadvance Amount to $24.2 million. The Company was able to reduce this “Borrowing Base Overadvance Amount”, as defined in the Credit Agreement, to zero prior to May 31, 2008 through a combination of operating results, working capital management and insurance proceeds.

On March 24, 2009, the Company signed the Twenty-Third Amendment (the “Twenty-Third Amendment”) of the Silver Point (collectively,Agreement, which extended the “Warrants”). Warrants to purchase 993,040 shares were subject to cancellation ifreduction of the Company had raised $30 million of debt or equity capital pursuant to documentsWaiver Reserve, contained in form and substance satisfactory tothe Silver Point Agreement, from March 24, 2009 to March 31, 2009.

The Twenty-Fourth Amendment (the “Twenty-Fourth Amendment”) of the Silver Point Agreement, signed on or priorMarch 25, 2009, established the Waiver Reserve, contained in the Silver Point Agreement, at $2,250,000, which amount may be increased to May$7,250,000 on the earliest of (x) the occurrence of an Event of Default, and (y) March 31, 2008. Since such financing did not occur prior2009.

See Note 15, included herein, for a description of the amendments to the MaySilver Point Agreement signed subsequent to March 31, 2009.

Deferred debt costs, included in other assets in the condensed consolidated balance sheet, decreased to $7.4 million at March 31, 2009, from $7.5 million at December 31, 2008 deadline,as the warrants remain outstanding. The Warrants were sold in a private placement pursuant to Section 4(2)impact of normal monthly amortization offset the $0.4 million fee paid at the time of the Securities Act of 1933, as amended. To reflect the issuance of the Warrants, the Company recorded additional paid-in capital andTwenty-Second Amendment. The deferred debt costs of $3.0 million. This represents the estimated fair value of the Warrants, based upon the terms and conditions of the Warrants and the market value of the Company’s common stock. The increase in deferred debt costsbalance is being amortized over the remaining term of the outstanding obligations under the Credit Agreement. The Warrants haveSilver Point Agreement, however all or part of this would be written-off as a termnon-cash debt extinguishment expense if the Silver Point Agreement was paid off in part or full using the proceeds from any future re-financing or capital raise.

On October 6, 2008, the Company announced that it had signed a letter of seven yearsintent with a group of institutional lenders that would provide $30 million of mezzanine financing to the Company. Completion of this financing, was subject to various closing conditions, including satisfactory completion of due diligence, the Company establishing a new senior secured credit facility with a new lender, a dividend from the date of grant and have an exercise price equal to 85% of the lowest average dollar volume weighted average price of the Company’s common stock for any 30 consecutive trading day period prior to exercise commencing 90 trading days prior to March 12, 2008 and ending 180 trading days after March 12, 2008. As of September 30, 2008, the exercise price calculated in accordance with the warrant terms would have been $0.82 per share. Due to a declineNRF subsidiary in the Netherlands and execution of definitive agreements. The proposed mezzanine lenders indicated in February 2009, due in part to market value ofconditions and delays encountered in obtaining authorization from the Company’s common stock, as of October 27, 2008, the exercise price of the warrants atWorks Council (NRF employee representatives) for a credit facility expansion to enable a dividend from NRF, that datethey would have been $0.49 per share. The Warrants contain a “full ratchet” anti-dilution provision providing for adjustment of the exercise price and number of shares underlying the Warrants in the event of certain share issuances below the exercise price of the Warrants; provided that the number of shares issuable pursuant to the Warrants is subject to limitations under applicable American Stock Exchange rules (the “20% Issuance Cap”). If the anti-dilution provision resulted in the issuance of shares above the 20% Issuance Cap, the Company would provide a cash payment in lieu of issuing the shares in excess of the 20% Issuance Cap. The Warrants also contain a cashless exercise provision. In the event of a change of control or similar transaction (i) the Company has the right to redeem the Warrants for cash at a price based upon a formula set forth in the Warrant and (ii) under certain circumstances, the Warrant holders have a right to require the Company to purchase the Warrantsprovide additional sources of capital and/or debt in order for cash during the 90 day period following the change of control at a price based upon a formula set forth in the Warrants.

pursuant to consider and pursue mezzanine financing as a part of its refinancing program, it is also evaluating all other options to reduce or eliminate Silver Point’s current loan and provide appropriate liquidity for the Warrants. On April 21, 2008, a Form S-3 was filed with the Securities and Exchange Commission with respect to the resale of 2,584,494 shares of common stock issuable upon exercise of the Warrants. The Registration Statement was declared effective on June 24, 2008. The Registration Rights Agreement also requires payments to be made by the Company under specified circumstances if (i) a registration statement was not filed on or before April 25, 2008, (ii) the registration statement was not declared effective on or prior to June 24, 2008, (iii) after its effective date, such registration statement ceases to remain continuously effective and available to the holders subject to certain grace periods, or (iv) the Company fails to satisfy the current public information requirement under Rule 144 under the Securities Act of 1933, as amended. If any of the foregoing provisions are breached, the Company would be obligated to pay a penalty in cash equal to one and one-half percent (1.5%) of the product of (x) the market price (as such term is defined in the Warrants) of such holder’s registrable securities and (y) the number of such holder’s registrable securities, on the date of the applicable breach and on every thirtieth day (pro-rated for periods totaling less than thirty (30) days) thereafter until the breach is cured.Company.

On JulyNovember 18, 2008, the Company entered intoannounced that it had signed a proposal letter with a major bank to provide a new $60 million senior secured credit facility to the Fourth Amendment (the “Fourth Amendment”)Company, subject to execution of definitive agreements, completion of due diligence and other closing conditions. The Company is in continued discussions with this proposed lender in the context of the Credit Agreement. Pursuantprocess described herein.

As part of the refinancing process, the Company has also been negotiating to obtain an expansion of the Fourth Amendment, Wells Fargo replaced Wachovia as (i)existing 5.0 million Euro credit line which the Borrowing Base AgentCompany’s NRF subsidiary has with a European bank. This expansion would provide funds which would lower the Company’s borrowing costs in the U.S. After negotiating with the NRF Works Council for many months to obtain their authorization for the Lenders and (ii) the issuing bank with respect to issued letters of credit. In addition, the Fourth Amendment provided for an increase in the Revolving A Commitment from $25 million to $35 million and a reductionexpansion of the Revolving B Commitment from $25 million to $15 million. The total revolving credit line, the Company recently obtained the necessary consent in order to proceed. Finalization of $50 million undera credit line expansion would be subject to completion of the Credit Agreement remained unchangedU.S. refinancing process.

The Company has, with the assistance of investment banking firms, run and continues to run, an extensive process to identify and consider all available options in an attempt to refinance its current credit agreement with the objective of providing the Company with adequate liquidity to continue to operate its business. While the Company has received a number of indications of interest as a result of the Fourth Amendment. As a resultthis process; some of these proposals have not proven to be viable under today’s difficult financing conditions. All of the effectivenesscurrent remaining offers contemplate a going concern sale of the Fourth Amendment, Wells Fargo is the sole Revolving A Lender and Silver Point and certainCompany as part of its affiliates remain the Revolving B Lenders. In addition, the Fourth Amendment provided for an adjustment to certain financial covenants (and definitions related thereto) to allow for expenditures relating to the acquisition of replacement fixed assets at the Company’s new Southaven, Mississippi distribution facility. As a result of Wells Fargo replacing Wachovia as Issuing Bank,bankruptcy filing. While the Company recordedwould prefer a non-cash debt extinguishment expensetransaction outside of bankruptcy and continues to explore all other available options, it may have no other choice but to select one of these offers to preserve the business, enable it to continue to properly serve customers, improve fill rates and maximize enterprise value.

In conjunction with the negotiation of a new credit agreement, the Company has incurred legal and other professional fees of $2.1 million, which had originally been classified as deferred financing costs in Other Assets on the fiscalcondensed consolidated balance sheet. During the first quarter ending September 30, 2008 of $1.12009, it was determined that $1.9 million reflectingof these costs should be written off as it was more likely than not that these costs would no longer be associated with the expensingongoing refinancing process. The remaining costs along with any future costs associated with any re-financing will be written-off over the term of amounts previously includeda new agreement or will be written-off in deferred debt costs.total if it is determined that new capital will not be obtained.

In June 2008, the Company entered into the Fifth Amendment (the “Fifth Amendment”)Emerging Issues Task Force of the Credit Agreement. PursuantFinancial Accounting Standards Board (“FASB”) published EITF Issue 07-5 “Determining Whether an Instrument Is Indexed to an Entity’s Own Stock” (“EITF 07-5”) to address concerns regarding the Fifth Amendment,meaning of “indexed to an entity’s own stock” contained in FAS Statement 133 “Accounting for Derivative Instruments and upon the terms and subject to the conditions thereof, the Fifth Amendment clarified that the first $5 million of additional proceeds of insurance in respect of the lossesHedging Activities”. This related to the damagesdetermination of whether a freestanding equity-linked instrument should be classified as equity or debt. If an instrument is classified as debt, it is valued at fair value, and this value is remeasured on an ongoing basis, with changes recorded in earnings in each reporting period. EITF 07-5 was effective for years beginning after December 15, 2008. Effective January 1, 2009 the Company determined that the warrants to purchase 1,988,072 shares of the Company’s operationscommon stock issued to Silver Point in Southaven, Mississippi as a result of two tornadoes on February 5,March 2008, would be applied to repay the outstanding Tranche A Term Loans. The balances of such insurance proceeds would be applied on a “50-50” basis to prepay the Revolving Loans outstanding and the Tranche A Term Loans. In addition, the Fifth Amendment provided that the Borrowing Base Reserve relating to the Southaven Casualty Event would be reduced from $5 million to $3 million effective on the date of the Fifth Amendment, and from $3 million to zero on the date the Company delivered to the administrative agent a final insurance settlement agreement with respect to the Southaven Casualty Event. However, the Borrowing Base Reserve would be increased to $5 million on August 31, 2008, unless the Capital Raise, as definedwhich were included in the Credit Agreement, was completed by that date. Thereafter, such Borrowing Base Reserve would be permanently reduced to zero if the Capital Raise was consummated on or before September 30, 2008 (subject to extension with Administrative Agent’s consent). Finally, if the Company does not consummate the Capital Raise bypaid-in capital at December 31, 2008, should be classified as liabilities due to the minimum EBITDA covenant will be increased from $27.5“full ratchet” anti-dilution provision contained in the warrant agreement. The impact of adopting EITF 07-5 on January 1, 2009, was a decrease in paid-in-capital by $3.0 million, which was the fair value recorded at the time the warrants were issued, an increase of long-term liabilities by $0.6 million, the fair value of the warrants as of January 1, 2009 and a credit to $28.0 million.accumulated deficit for the difference. The Company agreed to pay todetermined the Revolving B Lenders an amendment fee (the “Amendment Fee”), earned on the datefair market value of the Fifth Amendment and due and payable onwarrants at January 1, 2009 using the earlier of September 30, 2008 orBlack Scholes model with the date of consummation of the Capital Raise. The Amendment Fee was 0.50% (the “Fee Rate”) of the sum of the Tranche A Term Loans and the Revolving Commitments outstanding as of the date the Amendment Fee was due and payable. Also, the deadline for consummation of the Capital Raise may be extended by the Administrative Agent from September 30, 2008 to November 15,following

assumptions: $0.36 per share stock price on December 31, 2008, so long as there existed no event of default$0.3178 per share exercise price contained in the warrant agreement, 1.75% risk free interest rate, 93.4% volatility and subject to an extension fee payable toa 6.25 year term. At the Revolving B Lenders equal to 0.50%end of the Tranche A Term Loans and Revolving Commitments outstanding on September 30, 2008.

The following table sets forth the computation of basic and diluted income (loss)loss per share:

The weighted average basic common shares outstanding was used in the calculation of the diluted loss per common share for the ninethree months ended September 30,March 31, 2009 and 2008 and 2007 as the use of weighted average diluted common shares outstanding would have an anti-dilutive effect on the net loss per share. None of the options outstanding at March 31, 2009 or 2008, the common stock warrants or the Series B preferred stock were included in the loss per share calculations.

The table below sets forth information about the reported segments.segments:

Supplemental cash flow information is as follows:

The Twenty-Seventh Amendment (the “Twenty-Seventh Amendment”) of the CompanySilver Point Agreement, signed on April 21, 2009, extended the Waiver Reserve from April 21, 2009 to April 28, 2009.

The Company designs, manufactures and/orand markets heat exchange products (including radiators, radiator cores, heater cores and complete heaters,heaters) and temperature control parts (including condensers, compressors, accumulatorsaccumulators/driers and evaporators) and other heat exchange products for the automotive and light truck aftermarket. In addition, the Company designs, manufactures and distributes heat exchange products (including radiators, radiator cores, charge air coolers, charge air cooler cores,condensers, oil coolers, marine coolers and other specialty heat exchangersexchangers) primarily for the heavy duty aftermarket.

The Company is organized into two segments based upon the geographic area served — Domestic and International. The Domestic segment includes heat exchange, temperature control and heavy duty product sales to customers located in the United States and Canada, while the International segment includes heat exchange, heavy duty, including marine, and to a lesser extent, temperature control product sales to customers located in Mexico, Europe and Central America. Management evaluates the performance of its reportable segments based upon operating income (loss) before taxes as well as cash flow from operations which reflects operating results and asset management.

In order to evaluate market trends and changes, management utilizes a variety of economic and industry data including miles driven by vehicles, average age of vehicles, gasoline usage and pricing and automotive and light truck vehicle population data. In addition, Class 7 and 8 truck production data and industrial and off-highway equipment production data are also utilized.

Management looks to grow the business through a combination of internal growth, including the addition of new customers and new products, and strategic acquisitions. On February 1, 2005, the Company announced