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, 1998
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. 2,822,500 shares outstanding as of August
31, 1998.
<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, 1998 (Unaudited) and November 30, 1997 3.
Consolidated Condensed Statements of Operations (Unaudited) Nine and Three
Months Ended August 31, 1998 and 1997 4.
Consolidated Condensed Statements of Comprehensive Income (Loss)
(Unaudited) - Nine and Three Months Ended August 31, 1998 and 1997 5.
Consolidated Condensed Statements of Cash Flows (Unaudited) Nine Months
Ended August 31, 1998 and 1997 6.
Notes to Interim Consolidated Condensed Financial Statements (Unaudited) 7.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10.
PART II. Other Information 13.
SIGNATURES 14.
EXHIBITS: Exhibit 27 - Financial Data Schedule 15.
</TABLE>
<PAGE>
PART 1. Financial Information
ITEM 1. Financial Statements
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
- ASSETS -
<TABLE>
<CAPTION>
August 31, November 30,
1998 1997
(unaudited)
ASSETS:
<S> <C> <C>
Cash and cash equivalents .......................................................................... $ 15,848 $ 77,354
Accounts receivable ................................................................................ 2,317,652 2,002,365
Inventories ........................................................................................ -- 1,248,360
Property, revenue producing vehicles and equipment - net (Note 2) .................................. 23,781,513 27,882,350
Intangible assets - net (Note 3) ................................................................... 8,601,828 9,090,156
Investment in affiliate (Note 1) ................................................................... 4,048,460 --
------------ ------------
TOTAL ASSETS ........................................................................................ $ 38,765,301 $ 40,300,585
============ ============
- LIABILITIES AND SHAREHOLDERS' EQUITY -
LIABILITIES (Note 4):
Bank overdraft line of credit ...................................................................... $ 6,186,168 $ 6,976,699
Accounts payable ................................................................................... 705,850 1,758,764
Accrued liabilities and expenses ................................................................... 858,299 865,977
Bank debt .......................................................................................... 694,501 695,782
Obligations under hire purchase contracts .......................................................... 16,966,515 18,341,778
Other loans ........................................................................................ 1,686,000 4,198,500
Other liabilities .................................................................................. 565,452 52,707
------------ ------------
TOTAL LIABILITIES ................................................................................... 27,662,785 32,890,207
------------ ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (Note 6):
Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued or outstanding -- --
Common stock, $.001 par value, 10,000,000 shares authorized;
2,822,500 shares issued and outstanding at 1998 and 1997,
respectively 2,823 2,823
Additional paid-in capital ......................................................................... 14,122,165 13,582,795
Deferred financing costs ........................................................................... (106,350) (141,500)
Retained earnings (deficit) ........................................................................ (2,990,123) (5,857,987)
Accumulated other comprehensive income (loss) ...................................................... 74,001 (175,753)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY .......................................................................... 11,102,516 7,410,378
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $38,765,301 $ 40,300,585
============ ============
</TABLE>
See notes to interim consolidated condensed financial statements
Page 3.
<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,
-------------------------------- --------------------------------
1998 1997 1998 1997
------------------------------- -------------- --------------
REVENUE:
<S> <C> <C> <C> <C>
Contract hire income ...................... $ 7,344,650 $ 5,571,724 $ 2,442,990 $ 2,046,665
Sale of contract hire vehicles ............ 2,733,244 5,343,285 1,128,885 1,626,790
Sale of vehicles - AC Cars (Note 1) ....... -- 516,506 -- --
Fleet management and other income -
contract hire ........................ 725,954 660,455 171,499 250,627
Other income - AC Cars - 377,892 - 290,178
------------
10,803,848 12,469,862 3,743,374 4,214,260
------------ ------------ ------------ ------------
EXPENSES:
Cost of sales - contract hire ............. 4,736,408 6,530,114 1,813,871 2,235,091
Cost of sales - AC Cars ................... -- 492,353 -- 50,381
Depreciation - contract hire .............. 3,510,813 2,559,706 1,257,969 894,812
Depreciation - AC Cars .................... -- 329,057 -- 110,499
General and administrative expenses -
contract hire ........................ 1,311,961 1,029,518 430,250 289,522
General and administrative expenses -
AC Cars .............................. -- 1,254,423 -- 477,966
Amortization of intangible assets -
contract hire ........................ 473,039 473,040 157,679 157,680
Amortization of intangible assets -
AC Cars .............................. -- 1,847 -- 615
Interest expenses and other -
contract hire ........................ 1,666,553 1,043,702 564,823 419,392
Interest expenses and other - AC Cars ..... -- 286,576 -- 100,612
Research and development costs - AC Cars .. -- 691,166 -- 377,244
------------
11,698,774 14,691,502 4,224,592 5,113,814
------------ ------------ ------------ ------------
LOSS BEFORE MINORITY INTERESTS ............ (894,926) (2,221,640) (481,218) (899,554)
Minority interests in net loss of
consolidated subsidiaries ............ -- 485,894 -- 85,728
------------
LOSS BEFORE PROVISION FOR INCOME TAXES .... (894,926) (1,735,746) (481,218) (813,826)
Provision (credit) for income taxes ....... -- -- -- --
------------ ------------
NET LOSS .................................. $ (894,926) $ (1,735,746) $ (481,218) $ (813,826)
============ ============ ============ ============
LOSS PER COMMON SHARE (Note 5a):
Net loss before minority interest ......... $ (.32) $ (.79) $ (.17) $ (.32)
Minority interest in net loss of subsidiary -- .17 -- .03
------------ ------------ ------------ ------------
$ (.32) $ (.62) $ (.17) $ (.29)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Note 5a) .............. 2,822,500 2,805,878 2,822,500 2,837,600
============ ============ ============ ============
</TABLE>
See notes to interim consolidated condensed financial statements
Page 4.
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months For the Three Months
Ended August 31, Ended August 31,
---------------------------- --------------------------------
1998 1997 1998 1997
--------------------------- -------------- ------------
<S> <C> <C> <C> <C>
NET LOSS ................................ $ (894,926) $(1,735,746) $ (481,218) $ (813,826)
OTHER COMPREHENSIVE INCOME (Note 5b):
Foreign currency translation adjustments 429,636 (204,116) (22,607) 184,736
----------- ----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) ............. $ (465,290) $(1,939,862) $ (503,825) $ (629,090)
=========== =========== =========== ===========
</TABLE>
See notes to interim consolidated condensed financial statements
Page 5.
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
August 31,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (894,926) $ (1,735,746)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Minority interest in net loss of subsidiary - (485,894)
Depreciation and amortization 3,510,813 2,888,753
Amortization of goodwill 473,037 474,424
Loss (gain) on disposal of fixed assets 202,052 (193,752)
Deferred financing costs 35,150 -
Changes in assets and liabilities:
(Increase) in accounts receivable (366,077) (13,500)
Decrease (increase) in inventories 132,369 (669,286)
Increase in accounts payable, accrued expenses
and other liabilities 54,841 2,099,683
-------------- --------------
Net cash provided from operating activities 3,147,259 2,364,682
------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of revenue producing assets (6,319,020) (10,162,619)
Proceeds from sale of fixed assets 2,813,533 1,443,250
------------ --------------
Net cash (utilized) by investing activities (3,505,487) (8,719,369)
------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from bank lines of credit 888,481 3,008,278
Proceeds from sale of common stock and warrants - 92,500
Costs associated with stock/debt offerings - (179,952)
Principal payments of long-term debt (1,281) (53,789)
Payment of other debt - (823,970)
Proceeds from hire purchase contract funding 6,492,373 14,438,622
Principal repayments of hire purchase contract funding (7,512,487) (10,147,407)
----------- -------------
Net cash (utilized) provided by financing activities (132,914) 6,334,282
------------- --------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 429,636 (204,116)
------------ --------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (61,506) (224,521)
Cash and cash equivalents, beginning of year 77,354 250,699
------------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 15,848 $ 26,178
============ ==============
</TABLE>
See notes to interim consolidated condensed financial statements
Page 6.
<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 group of companies is 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.
On November 29, 1996, the Company, through a newly formed
majority owned subsidiary, AC Automotive Group Inc., and its
wholly-owned subsidiary AC Car Group Limited (registered in the
United Kingdom), completed the acquisition of certain assets of
AC Cars Limited and Autocraft Limited. These two companies were
engaged in the manufacture and sale of specialty automobiles.
The purchase price of approximately $6,067,000 was financed
with the proceeds of a private offering of the Company's common
stock and by loans.
On February 12, 1998, the Board of Directors of AC Automotive
Group, Inc., authorized the issuance of 6,130,000 shares of its
common stock to Erwood Holdings, Inc., a company affiliated
with Alan Lubinsky, the President and Chief Executive Officer
and director of the Company and AC Automotive Group, Inc., for
aggregate consideration of $6,130. In addition, 441,300 shares
were issued to other unrelated parties for aggregate
consideration of $443. The foregoing issuance of shares has
reduced the ownership of AC Automotive Group, Inc. by the
Company to approximately 16%.
Accordingly, the Company's investment in AC Automotive Group,
Inc., is being reported under the cost 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 Annual Report on Form 10-KSB for the year ended
November 30, 1997, 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, 1998 and the
results of its operations for the nine and three month periods
ended August 31, 1998 and 1997 and cash flows for the nine
month periods ended August 31, 1998 and 1997.
Page 7.
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - DESCRIPTION OF COMPANY (Continued):
The results of operations for the nine and three month periods
ended August 31, 1998 and 1997 are not necessarily indicative
of the results to be expected for the full year.
NOTE 2 - FIXED ASSETS:
Fixed assets consists of the following:
<TABLE>
<CAPTION>
August 31, November 30,
1998 1997
(unaudited)
<S> <C> <C>
Building and improvements $ 784,599 $ 820,160
Revenue producing vehicles 28,608,377 27,612,291
Furniture, fixtures and machinery 577,198 4,670,067
-------------- --------------
29,970,174 33,102,518
Less: accumulated depreciation 6,188,661 5,220,168
------------- -------------
$23,781,513 $27,882,350
=========== ===========
</TABLE>
NOTE 3 - INTANGIBLE ASSETS:
Intangible assets consist 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,
1998 and November 30, 1997 aggregated $4,095,870 and
$3,622,833, 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, 1998, are amounts in
the aggregate of $9,223,729 which are not due and payable until
after August 31, 1999. This amount consists of amounts due to
trade creditors, loans payable and equipment notes payable.
Page 8.
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS:
Earnings (Loss) per Share:
The Company has adopted SFAS 128 "Earnings Per Share" ("SFAS
128"), which is effective for periods ending after December 15,
1997 and has changed the method of calculating earnings (loss)
per share. SFAS 128 requires the presentation of "basic" and
"diluted" earnings (loss) per share on the face of the income
statement. Prior period earnings (loss) per share data has been
restated in accordance with SFAS 128. Loss per common share is
computed by dividing the net loss by the weighted average
number of common shares outstanding during each period.
Statement of Comprehensive Income:
The Company has adopted SFAS 130 "Reporting Comprehensive
Income", which is effective for years beginning after December
15, 1997 and early adoption is permitted. Comprehensive income
consists of net income or loss and other comprehensive income
(income, expenses, gains and losses that bypass the income
statement and are reported directly as a separate component of
equity).
NOTE 6 - PUBLIC OFFERING:
The Company has filed a Form SB-2 with the Securities and
Exchange Commission, registering for the sale of 1,250,000
shares of common stock, which includes 170,000 shares being
sold by certain selling shareholders. The estimated net
proceeds from this offering, to the Company, is expected to be
$3,488,000. The Company intends to use these proceeds to repay
existing debt.
Page 9.
<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. PMS and its wholly-owned subsidiaries are located in
the United Kingdom and follow generally accepted 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 August 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 August 10, 1988 as a "blank check"
company, for the purpose of seeking potential business ventures
through acquisitions 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.
In December 1995, the Company consummated a private placement
offering of common stock of 500,000 shares, which reduced
Pride's ownership interest to 72.8%. In April 1996, the Company
completed an initial public offering of 592,500 shares of
common stock at $5.00 per share and 2,000,000 redeemable common
stock warrants at a price of $.10 each. The effect of the
offering was to reduce Pride's ownership interest to 56.55%.
On November 29, 1996, the Company, through a newly formed
majority owned subsidiary, AC Automotive Group Inc., and its
wholly-owned subsidiary AC Car Group Limited (registered in the
United Kingdom), completed the acquisition of certain assets of
AC Cars Limited and Autocraft Limited. These two companies were
engaged in the manufacture and sale of speciality automobiles.
The purchase price of approximately $6,067,000 was financed
with the proceeds of a private offering of the Company's common
stock and by loans.
On February 12, 1998, the Board of Directors of AC Automotive
Group, Inc. authorized the issuance of 6,130,000 shares of its
common stock to Erwood Holdings, Inc., a company affiliated
with Alan Lubinsky, the President and Chief Executive Officer
and director of the Company and AC Automotive Group, Inc., for
aggregate consideration of $6,130. In addition, 441,300 shares
were issued to other unrelated parties for aggregate
consideration of $443. The foregoing issuance of shares has
reduced the ownership of AC Automotive Group, Inc. by the
Company to approximately 16%.
Page 10.
<PAGE>
Accordingly, the Company's investment in AC Automotive Group,
Inc., is being reported under the cost method of accounting.
The financial information presented herein include: (i)
Consolidated Condensed Balance Sheets as of August 31, 1998 and
November 30, 1997; (ii) Consolidated Condensed Statements of
Operations for the Nine and Three Month Periods Ended August
31, 1998 and 1997 (iii) Consolidated Condensed Statements of
Comprehensive Income (Loss) for the Nine and Three Month
Periods Ended August 31, 1998 and 1997 and (iv) Consolidated
Condensed Statements of Cash Flows for the Nine Month Periods
Ended August 31, 1998 and 1997.
Results of Operations - Contract Hire
All numbers for the prior year are exclusive of the AC
Automotive Group.
For the nine month period ended August 31, 1998, contract hire
and fleet management revenue increased by $1,838,425 or 29.50%,
when compared with the same period in 1997. This increase is
mainly due to the growth of the fleet, since the beginning of
1997.
During the period, 185 new contracts were written as against
403 for the same period during 1997. For the nine month period,
194 vehicles were disposed of on termination of contracts as
against 92 vehicles disposed during the same period in 1997.
Contract hire income increased by $396,325 or 19.36% when
comparing the three month period ended August 31, 1998 to the
three months ended August 31, 1997. This increase is as a
result of the growth in the fleet over the past two years.
Lease vehicle sales decreased by $497,905 when comparing the
two quarters. Although more contracts terminated than in 1997,
the amount of vehicle sales is dependent on the type of vehicle
sold and the market value.
During the quarter, 100 vehicles were disposed of, 32 at an
average profit of $644 and 66 at an average loss of $335. The
average profit per vehicle on disposal is dependent on the type
of vehicle sold and the current market value of vehicles.
During the same quarter in 1997, 32 vehicles were disposed of
at an average profit of $1,076.
During the quarter, 22 new contracts were acquired as against
158 in the previous year. The average monthly rental of new
contracts written was $571 as against $582 per vehicle during
the same quarter in 1997.
For the three month period ended August 31, 1998, cost of sales
including depreciation decreased marginally from $3,129,903 to
$3,071,840. As a percent of contract hire income and sale of
vehicles, this percentage increased marginally from 85.20% to
86%.
Cost of sales including depreciation, decreased marginally for
the nine month period ended August 31, 1998 and 1997,
respectively. The decrease from $9,089,820 to $8,247,221 is in
line with the decrease in contract hire and vehicle sale
revenue of $10,915,009 to $10,077,894. As a percent of sales,
the percentage decreased from 83.28% to 81.83% when comparing
the nine month period ended August 31, 1998 and 1997,
respectively.
Page 11.
<PAGE>
General and administrative expenses increased by $282,443, or
27.43%, when comparing the nine month periods ending August 31,
1998 and 1997. This increase is in line with the $1,838,425
increase in contract hire and fleet management income of 29.5%,
when comparing the nine month period ended August 31, 1998 and
1997, respectively.
For the nine months ended August 31, 1998 and 1997,
respectively, interest expense increased by $622,851. Interest
expense increased by $145,431 when comparing the three month
periods ended August 31, 1998 and 1997. This increase is as a
result of the increase in hire purchase funding to finance new
business and the increase in the bank line of credit to fund
increased working capital requirements.
For the nine months ended August 31, 1998 and 1997, the Company
reported, after amortization of goodwill of ($473,040 for both
periods), a loss of $894,826 and $60,618, respectively.
For the three months ended August 31, 1998 and 1997, the
Company reported, after amortization of goodwill of ($157,680
for both periods) a loss $481,218 and $72,416, respectively.
Liquidity and Capital Resources
Net cash provided from operating activities for the nine month
periods ended August 31, 1998 and 1997 aggregated $3,147,259
and $2,364,682, respectively. The Company utilized net cash for
investing activities (for the purchase of revenue producing
assets) of $3,505,487 and $8,719,369 for the nine month periods
ended August 31, 1998 and 1997, respectively. Net cash utilized
by financing activities was $132,914 for the nine-month period
ended August 31, 1998. Net cash provided by financing
activities aggregated $6,334,282 for the nine-month period
ended August 31, 1998.
The Company believes that its financial resources from funds
provided from operations and its funding lines will be adequate
to meet its requirements for the next twelve-month period.
The Company has filed a Form SB-2 with the Securities and
Exchange Commission, registering for the sale of 1,250,000
shares of common stock, which includes 170,000 shares being
sold by certain selling shareholders. The estimated net
proceeds from this offering, to the Company, is expected to be
$3,488,000. The Company intends to use these proceeds to repay
existing debt.
Page 12.
<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 - Submission of Matters to a Vote of Security Holders.
None.
ITEM 5 - Other Information.
None.
ITEM 6 - Exhibits or Reports on Form 8-K.
Exhibit 27 - Financial Data Schedule
Exhibit 11 - Computation of Earnings Per Share - not required,
no dilutive common stock equivalents
Page 13.
<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 14, 1998 PRIDE AUTOMOTIVE GROUP, INC.
By: /s/ Alan Lubinsky
Chief Executive Officer, and
Principal Accounting Officer
Page 14.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
EXHIBIT 27
FINANCIAL DATA SCHEDULE
ARTICLE 5 OF REGULATION S-X
The schedule contains summary financial information extracted from the
consolidated financial statements for the nine months ended August 31, 1998 and
is qualified in its entirety by reference to such statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> nov-30-1998
<PERIOD-END> aug-31-1998
<CASH> 15,848
<SECURITIES> 0
<RECEIVABLES> 2,317,652
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 29,970,174
<DEPRECIATION> 6,188,661
<TOTAL-ASSETS> 38,765,301
<CURRENT-LIABILITIES> 18,439,056
<BONDS> 9,223,729
0
0
<COMMON> 2,823
<OTHER-SE> 11,099,693
<TOTAL-LIABILITY-AND-EQUITY> 38,765,301
<SALES> 10,803,848
<TOTAL-REVENUES> 10,803,848
<CGS> 4,736,408
<TOTAL-COSTS> 10,032,221
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,666,553
<INCOME-PRETAX> (894,926)
<INCOME-TAX> 0
<INCOME-CONTINUING> (894,926)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (894,926)
<EPS-PRIMARY> (.32)
<EPS-DILUTED> (.32)
</TABLE>
