SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended August 31, 1996
Commission File Number 0-27944
PRIDE AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 98-0157860
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Pride House, Watford Metro Centre, Tolpits Lane, Watford, England WD1 8SB
(Address of principal executive offices) (Zip Code)
(800) 698-6590
(Issuer's telephone number, including area code)
Indicate by (X) whether 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 and (2) has been subject to such filing requirements
for the past 90 days. YES X NO
Common Stock, $.001 par value. 2,652,500 shares outstanding as of August 31,
1996.<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
INDEX
Page(s)
<S> <C>
PART I. Financial Information:
ITEM 1. Financial Statements
Consolidated Condensed Balance Sheets - August 31, 1996
(Unaudited) and November 30, 1995 3.
Consolidated Condensed Statements of Operations (Unaudited) -
Nine and Three Months Ended August 31, 1996 and 1995 4.
Consolidated Condensed Statements of Cash Flows (Unaudited) -
Nine Months Ended August 31, 1996 and 1995 5.
Notes to Interim Consolidated Condensed Financial Statements - 6.
(Unaudited).
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8.
PART II. Other Information 10.
SIGNATURES 11.
EXHIBITS: Exhibit 11 - Earnings (Loss) Per Share 12.
Exhibit 27 - Financial Data Schedule 13.<PAGE>
PART 1. Financial Information
ITEM 1. Financial Statements
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
</TABLE>
<TABLE>
<CAPTION>
- ASSETS -
August 31, November 30,
1996 1995
(unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 26,154 $ 3,377
Accounts receivable 1,592,976 1,241,167
Inventories 194,996 31,137
Property, revenue producing vehicles and equipment - net (Note 2) 13,254,544 9,924,318
Intangible assets - net (Note 3) 9,867,355 10,340,396
Deferred offering costs - 59,940
TOTAL ASSETS $24,936,025 $21,600,335
- LIABILITIES AND SHAREHOLDERS' EQUITY -
LIABILITIES (Note 4):
Bank overdraft $ 1,545,981 $ 1,093,680
Accounts payable 942,379 1,291,368
Accrued liabilities and expenses 185,936 358,892
Bank debt 1,026,955 1,070,492
Obligations under hire purchase contracts 7,673,741 5,578,565
Loans payable - directors - 123,668
Other liabilities 31,030 532,804
TOTAL LIABILITIES 11,406,022 10,049,469
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (Note 5):
Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued or outstanding - -
Common stock, $.001 par value, 10,000,000 shares authorized
2,652,500 and 1,560,000 shares issued and outstanding at
August 31, 1996 and November 30, 1995, respectively 2,653 1,560
Additional paid-in capital 14,085,078 11,741,922
Retained earnings (deficit) (1,139,933) (801,965)
Foreign currency translation 582,205 609,349
TOTAL SHAREHOLDERS' EQUITY 13,530,003 11,550,866
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $24,936,025 $21,600,335
/TABLE
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months For the Three Months
Ended August 31, Ended August 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUE:
Contract hire income $3,524,377 $2,650,374 $1,265,939 $904,818
Sale of vehicles 4,105,599 3,530,484 1,609,219 1,774,724
Fleet management and other income 646,413 226,398 222,438 172,383
8,276,389 6,407,256 3,097,596 2,851,925
EXPENSES:
Cost of sales 4,415,012 3,230,871 1,712,861 1,958,956
General and administrative expenses 1,017,478 988,158 355,339 378,257
Depreciation 1,984,034 1,816,659 757,717 714,056
Amortization of intangible assets 473,399 478,577 158,039 158,090
Interest expenses and other 724,434 651,115 265,311 188,431
8,614,357 7,165,380 3,249,267 3,397,790
LOSS BEFORE PROVISION (CREDIT)
FOR INCOME TAXES (337,968) (758,124) (151,671) (545,865)
Provision (credit) for income taxes - - - -
NET LOSS $ (337,968) $ (758,124) $ (151,671) $ (545,865)
LOSS PER COMMON SHARE (Note 6) $(.15) $(.37) $(.06) $(.26)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING (Note 6) 2,328,139 2,060,000 2,652,500 2,060,000
/TABLE
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months
Ended August 31,
1996 1995
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (337,968) $ (758,124)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 2,013,901 1,848,595
Amortization of goodwill 443,174 459,543
(Gain) loss on disposal of fixed assets (46,078) 54,097
Provision for maintenance costs 31,679 (42,825)
Foreign currency translation (48,570) 118,430
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (351,809) 16,555
(Increase) in inventories (163,859) (94,963)
(Decrease) increase in accounts payable, accrued expenses, bank
line of credit and other liabilities (1,055,398) 422,322
Net cash provided from operating activities 485,072 2,023,630
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of revenue producing assets (6,438,370) (1,852,935)
Proceeds from sale of fixed assets 1,195,509 644,955
Net cash (utilized) by investing activities (5,242,861) (1,207,980)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank lines of credit 452,301 -
Proceeds from sale of common stock and warrants 3,282,500 60
Costs associated with initial public offering (882,206) -
Loans repaid to directors (123,668) -
Principal payments of long-term debt (43,537) (68,725)
Proceeds from hire purchase contract funding 7,628,185 2,193,067
Principal repayments of hire purchase contract funding (5,533,009) (2,774,806)
Net cash provided (utilized) by financing activities 4,780,566 (650,404)
NET INCREASE IN CASH AND CASH EQUIVALENTS 22,777 165,246
Cash and cash equivalents, beginning of year 3,377 18,480
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 26,154 $ 183,726
/TABLE
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - DESCRIPTION OF COMPANY:
Pride Automotive Group, Inc. (the "Company") was incorporated in the State of
Delaware in March 1995. Pursuant to the terms and conditions of a
reorganization in March 1995, the Company issued 1,500,000 shares of its common
stock to Pride, Inc. (an entity incorporated in the State of Delaware), thereby
making the Company a majority owned subsidiary of Pride, Inc., in exchange for
all of the issued and outstanding shares held by Pride, Inc. of Pride
Management Services, Plc., (PMS) a consolidated group of operating companies
located in the United Kingdom. The PMS companies are engaged in the leasing
of motor vehicles primarily on contract hire to local authorities and select
corporate customers throughout the United Kingdom. This exchange of stock
resulted in PMS becoming a wholly owned subsidiary of the Company. The
Company, its subsidiary PMS, and PMS's subsidiaries are referred to as the
"Company" unless the context otherwise requires. The accompanying consolidated
financial statements are based on the assumption that the Company and PMS were
combined for all periods presented, in a manner similar to the pooling of
interests method of accounting.
The accounting policies followed by the Company are set forth in Note 2 to the
Company's consolidated financial statements included in its registration
statement on Form SB-2 which was filed with the Securities and Exchange
Commission and which is incorporated herein by reference. Specific reference
is made to this report for a description of the Company's securities and the
notes to consolidated financial statements included therein.
In the opinion of management, the accompanying unaudited interim consolidated
condensed financial statements of Pride Automotive Group, Inc. and its wholly
owned subsidiaries, contain all adjustments necessary to present fairly the
Company's financial position as of August 31, 1996 and the results of its
operations for the nine and three month periods ended August 31, 1996 and 1995
and its cash flows for the nine month periods ended August 31, 1996 and 1995.
The results of operations for the nine and three month periods ended August 31,
1996 are not necessarily indicative of the results to be expected for the full
year.
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - FIXED ASSETS:
<TABLE>
<CAPTION>
Fixed assets consists of the following:
August 31, November 30,
1996 1995
<S> <C> <C>
Building and improvements $ 1,719,415 $ 1,719,415
Revenue producing vehicles 15,726,614 11,989,192
Furniture, fixtures and machinery 529,771 519,753
17,975,800 14,228,360
Less: accumulated depreciation 4,721,256 4,304,042
$13,254,544 $ 9,924,318
</TABLE>
NOTE 3 - INTANGIBLE ASSETS:
Intangible assets consist primarily of goodwill which arose in connection with
the acquisition of certain subsidiaries of PMS. Goodwill is being amortized
over a period of 10 - 20 years on a straight-line basis. Accumulated
amortization as of August 31, 1996 aggregated $2,829,212. Accumulated
amortization as of November 30, 1995 aggregated $2,355,813, respectively.
The Company periodically reviews the valuation and amortization of goodwill to
determine possible impairment by evaluating events and circumstances that might
indicate an inability to recover the carrying amount. Such evaluation is based
on various analyses, including profitability projections and cash flows that
incorporate the impact on existing Company business.
NOTE 4 - LIABILITIES:
Included in liabilities as of August 31, 1996, are amounts in the aggregate of
$4,913,970 which are not due and payable until after August 31, 1997. This
amount consists of amounts due to trade creditors, loans payable, equipment
notes payable and various accruals.
NOTE 5 - COMMON STOCK/INITIAL PUBLIC OFFERING:
In December 1995, the Company completed a private placement offering selling
20 units, each unit consisting of 25,000 shares of common stock, at $6,000 per
unit for aggregate gross proceeds of $120,000.
In April 1996, the Company successfully completed an initial public offering
of its common stock. The Company sold 592,500 shares of common stock
(including the underwriter's over allotment) at a price of $5.00 per share and
2,000,000 redeemable common stock purchase warrants at a price of $.10 per
warrant for aggregate net proceeds of $2,280,294. Each common stock purchase
warrant entities the holder to purchase one share of common stock at an
exercise price of $5.75.
NOTE 6 - EARNINGS (LOSS) PER SHARE:
Earnings (loss) per share are computed based upon the weighted average shares
and common equivalent shares outstanding. The shares issued in connection with
the reorganization (see Note 1), and shares issued at values below the price
at which shares were sold in the Company's initial public offering (see Note
5) have been treated as outstanding for all periods presented, in accordance
with the guidelines of the Securities and Exchange Commission.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Pride Automotive Group, Inc. (the "Company") was incorporated in the State of
Delaware in March 1995. Pursuant to the terms and conditions of a
reorganization agreement entered into in March 1995, the Company issued
1,500,000 shares of its Common Stock to Pride, Inc. (an entity incorporated in
the State of Delaware), in exchange for all the issued and outstanding shares
of PMS, thereby making the Company a majority owned subsidiary of Pride and PMS
a wholly-owned subsidiary of the Company. PMS is the holding company for nine
wholly-owned subsidiaries, operating as one unit, located in the United
Kingdom. The accompanying consolidated financial statements are based on the
assumption that the Company and PMS were combined for all periods presented,
in a manner similar to the pooling of interests method of accounting. PMS and
its wholly-owned subsidiaries are located in the United Kingdom and follow
generally accounting principles in the United Kingdom. For purposes of the
consolidated financial statements of the Company, the statements have been
converted to the generally accepted accounting principles in the United States.
Pride, the Company's parent, is an entity reporting under the Exchange Act, and
its reports may be obtained and reviewed by either contacting the Company or
the Securities and Exchange Commission. Pride, Inc. on its own has virtually
no operations. As such, its financial viability is represented by the
financial statements of the Company. Pride was incorporated as L.H.M. Corp.
in the State of Delaware on May 10, 1988 as a "blank check" company, for the
purpose of seeking potential business ventures through acquisition or merger.
In April 1990, L.H.M. Corp. entered into an Agreement and Plan of
Reorganization with International Sportsfest, Inc. ("ISI"), a company formed
to engage in and establish sports expositions in sports merchandise such as
clothing and equipment. ISI never engaged in any business operations. In
January 1994, ISI entered into an Agreement and Plan of Reorganization with
PMS, whereby PMS became a wholly-owned subsidiary of ISI and ISI changed its
name to Pride, Inc.
The financial information presented herein includes: (i) Consolidated Condensed
Balance Sheets as of August 31, 1996 and November 30, 1995; (ii) Consolidated
Condensed Statements of Operations for the Nine and Three Month Periods Ended
August 31, 1996 and 1995 and (iii) Consolidated Condensed Statements of Cash
Flows for the Nine Month Periods Ended August 31, 1996 and 1995.
Results of Operations
Revenues increased by 29.2% when comparing the nine months ended August 31,
1996 to the nine months ended August 31, 1995. This increase was due to more
business being written and more cars being sold on termination of leases.
Approximately $440,000 of the increase related to increased revenue from the
fleet management division.
Revenues increased by 8.6% when comparing the three month period ended August
31, 1996 with the three month period ended August 31, 1995. This was mainly
due to a 40% increase in contract hire business written for the period. There
was a reduction in revenues obtained from sales of vehicles due to less
termination of leases in this quarter when compared to the corresponding
quarter in 1995.
Cost of sales, depreciation, interest and administration expenses have all
increased when comparing the nine months ended August 31, 1996 and 1995
respectively. These increases are all attributed to the increase in business
activity and revenues as described above.
For the three month periods ended August 31, 1996 and 1995 respectively,
expenses have fallen by 4.3%. Depreciation and interest have increased in line
with the increase in business activity, but cost of sales has decreased due to
the reduction in the amount of vehicles sold on termination of leases when
comparing the two quarters.
For the three months ended August 31, 1996 and 1995 prior to the amortization
of goodwill ($158,039 and $158,090, respectively) the Company reflected income
before taxes of $6,368 (or $.002 per share) and a loss before taxes of
$387,775, (or $.19 per share) respectively. This improvement in performance
is mainly due to an increase in business written and a reduction in cost of
sales as discussed above.
For the nine months ended August 31, 1996 and 1995, prior to the amortization
of goodwill ($473,399 and $478,577, respectively) the Company reflected income
before taxes of $135,431 (or $.06 per share) and a loss before taxes of
$279,547, (or $.14 per share) respectively. This improvement in performance
is due to a 29% increase in revenues for the period, and a corresponding
increase of expenses of only 20%.
The Company reported losses after goodwill amortization of $151,671 (or $.06
per share) and $545,865 (or $.26 per share) for the three month period ended
August 31, 1996 and 1995, respectively. The Company reported losses after
goodwill amortization of $337,968 (or $.15 per share) and $758,124 (or $.37 per
share) for the nine month period ended August 31, 1996 and 1995, respectively.
Liquidity and Capital Resources
In December 1995, the Company sold in a private offering, 20 units, each unit
consisting of 25,000 shares of common stock at $6,000 per unit for aggregate
proceeds of $120,000. In April 1996, the Company successfully completed an
initial public offering of its common stock which yielded $2,280,294 of net
proceeds. Securities sold in this offering consisted of 592,500 shares of
common stock and 2,000,000 redeemable common stock purchase warrants.
The Company's balance sheet at August 31, 1996 reflects total assets of
$24,936,025 and total liabilities of $11,406,022. Due the nature of the
Company's business, full maintenance leasing of motor vehicles which are long-
term assets, the balance sheet has been prepared on an unclassified basis.
Therefore, there is no classification of current assets and current
liabilities.
The Company's total assets and resulting net worth includes the excess of cost
over net assets acquired and acquisition costs, net of amortization,
aggregating $9,867,355. These excess costs are being amortized over 10 and 20
year periods, respectively.
The Company acquires new vehicles as required. There are no material planned
capital expenditures at the present time.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1 Legal Proceedings - None.
ITEM 2. Changes in Securities - None.
ITEM 3. Defaults Upon Senior Securities - None.
ITEM 4. Submissions of Matters to a Vote of Security Holders -
None.
ITEM 5. Other Information - None.
ITEM 6. Exhibits
(a) Exhibit 27 - Financial Data Schedule
(b) Exhibit 11 - Computation of Earnings Per Common
Share
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated: October 11, 1996
PRIDE AUTOMOTIVE GROUP, INC.
By: /s/ Alan Lubinsky
Chief Executive Officer
By: /s/ Ivan Averbuch
Chief Financial Officer
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
(Unaudited)
<TABLE>
<CAPTION>
For The Nine Months For The Three Months
Ended August 31, Ended August 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
NET LOSS $(337,968) $(758,124) $(151,671) $(545,865)
SHARES:
Weighted average shares outstanding 2,328,139 2,060,000 2,652,500 2,060,000
Other - options, warrants etc. - - - -
2,328,139 2,060,000 2,652,500 2,060,000
PRIMARY EARNINGS PER SHARE $(.15) $(.37) $(.06) $.27
</TABLE>
- Exhibit 11 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements for the nine and three months ended August 31,
1996 and is qualified in its entirety by reference to such statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> AUG-31-1996
<CASH> 26,154
<SECURITIES> 0
<RECEIVABLES> 1,592,976
<ALLOWANCES> 0
<INVENTORY> 194,996
<CURRENT-ASSETS> 0
<PP&E> 17,995,800
<DEPRECIATION> 4,721,256
<TOTAL-ASSETS> 24,936,025
<CURRENT-LIABILITIES> 0
<BONDS> 0
2,653
0
<COMMON> 0
<OTHER-SE> 13,527,350
<TOTAL-LIABILITY-AND-EQUITY> 24,936,025
<SALES> 8,276,389
<TOTAL-REVENUES> 8,276,389
<CGS> 4,415,012
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 473,399
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 724,434
<INCOME-PRETAX> (337,968)
<INCOME-TAX> 0
<INCOME-CONTINUING> (337,968)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (337,968)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> (.15)
</TABLE>
