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Previous: RISCORP INC, DEFA14A, 1998-03-13 |
Next: AIRPLANES LTD, 8-K, 1998-03-13 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of Report (Date of Earliest event reported):
March 12, 1998
PRIDE AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24742 13-3704059
State of Commission File IRS Employer
Incorporation Number. Identification No.
Pride House, Watford Metro Centre, Tolpits Lane,
Watford Hertfordshire, England WD1 8SB
Address of principal executive offices
Registrant's telephone number, including area code (800) 698-6590
None
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On February 17, 1998 the Company received a letter from NASDAQ informing
the Company that it did not comply with recently amended NASDAQ continued
listing criteria which required the Company to have minimum net tangible assets
of at least $2,000,000, two independent directors and an audit committee, a
majority of which are independent directors. The Company was granted until
February 23, 1998 to comply with such requirements.
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, Chief
Executive Officer and a Director of the Company and AC Automotive Group, Inc.,
for aggregate consideration of $6,130. The disclosure in the COmpany's report on
Form 10-KSB for the year ended November 30, 1997 contained an error wherein it
indicated Erwood Holdoings, Inc. acquired 6,633,000 of common stock for
aggregate considferation of $6,633. In addition, on such date AC Automotive
Group, Inc. authorized the issuance of 176,520, 176,520 and 88,260 shares of its
common stock to Beth- Anne Kinsley, Victor and Marion Durchhalter and Bridget
Staff, respectively, for consideration of $177, $177 and $89, respectively.
Beth-Anne Kinsley, Victor and Marion Durchhalter and Bridget Staff were all
prior shareholders of AC Automotive Group, Inc. and are all associated persons
of Mason Hill & Co., Inc., the broker/dealer which effected the initial public
offering of the Company's securities and the subsequent private offering of the
Company's securities, the proceeds from which (the private offering) were
utilized by the Company to complete the AC asset acquisition.
The foregoing issuance of shares reduced the ownership of AC Automotive
Group, Inc. by the Company to under 50%. Accordingly, future financial
statements of the Company will be issued on an unconsolidated basis. Footnote 18
to the Company's Financial Statements has been prepared to show the effect of
the share issuance described herein.
On February 25, 1998 Ivan Averbuch resigned as a Director of the Company
and on the same date the board of directors elected Ian Satill, to fill such
vacancy.
On February 25, 1998, the Board of Directors resolved to form an audit
committee in order to comply with current Nasdaq corporate governance
requirements. The Audit Committee is comprised of the three directors of the
Company, two of whom (Ian Satill and Allan Edgar) are believed by the Board of
Directors to be independent.
Although the Company is of the belief that it is now in compliance with
Nasdaq requirements for a continued listing of its securities on the Nasdaq
SmallCap system, there can be no assurance that it is correct in such belief.
The Company expects to receive a ruling from Nasdaq shortly on its listing
compliance.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(b) Pro Forma Financial Statements of the Company reflecting the
issuance of shares of AC Automotive Group, Inc. referenced in Item 5.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
Undersigned hereunto duly authorized on the 12th of March 1998.
PRIDE AUTOMOTIVE GROUP, INC.
By: /s/ Alan Lubinsky
Alan Lubinsky, President
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED BALANCE SHEET
AS AT JANUARY 31, 1998
-ASSETS-
<TABLE>
<CAPTION>
January 31, proforma January 31,
1998 adjustments 1998
(with AC) dr cr (without AC)
ASSETS:
<S> <C> <C> <C>
Cash and cash equivalents $ 14,969 838 14,131
Accounts Receivable 2,397,831 1,963,338 4,361,169
Inventories 1,260,304 1,120,644 139,660
Property, revenue producing vehicles and eq - net 28,874,734 3,322,445 25,552,289
Intangible assets-net 8,984,508 15,011 8,969,497
Investment 0 1,800,000 1,800,000
TOTAL ASSETS $ 41,532,346 40,836,746
============== ==============
-LIABILITIES AND SHAREHOLDERS EQUITY-
LIABILITIES:
Bank Line of credit $ 7,360,878 1,687,512 5,673,366
Accounts payable 2,329,946 784,624 1,545,322
Accrued liabilities and expenses 812,088 142,206 669,882
Bank debt 690,567 690,567
Obligations under hire purchase contracts 18,894,779 18,894,779
Acquisition debt payable 4,198,500 2,512,500 1,686,000
Other liabilities 485,408 357,569 127,839
--------------
TOTAL LIABILITIES 34,772,166 29,287,755
-------------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS EQUITY
Preferred stock, $.01 par value, 2,000,000 shares authorised none issued or
outstanding Common stock, $0.001 par value, 10,000,000 shares authorised
2,822,500 shares issued and outstanding 2,823 2,823
Additional paid-in capital 13,582,795 539,370 14,122,165
Retained Earnings (deficit) -6,520,802 4,275,631 (2,245,171)
Deferred Financing Costs -129,667 (129,667)
Foreign Currency Translation -174,969 26,190 (201,159)
-------------- --------------
TOTAL SHAREHOLDERS EQUITY $ 6,760,180 11,548,991
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 41,532,346 40,836,746
-------------- --------------
</TABLE>
<PAGE>
Pride Automotive Group Inc. and Subsidiaries
Proforma Statement of Operations
For the two months ended January 31, 1998
<TABLE>
<CAPTION>
Two Months proforma Two Months
Ended Jan 31, adjustments Ended Jan 31,
1998 dr cr 1998
---------------------------------------- ---------------
REVENUE
<S> <C> <C> <C> <C>
Contract hire income 1,584,580 1,584,580
Sale of vehicles 882,758 278,256 604,502
Fleet management and other income 287,090 32,187 254,903
2,754,429 2,443,986
$
---------------- ---------------
EXPENSES
Cost of Sales 1,267,622 210,449 1,057,173
General and Admin Exp 811,786 454,462 357,324
Depreciation 755,510 70,963 684,547
Amortisation of Goodwill
and other Intangible assets 105,368 105,368
Interest Expense and Other 476,958 87,410 389,548
3,417,244 2,593,960
---------------- ---------------
NET INCOME/(LOSS) (662,815) 512,841 (149,974)
Retained deficit brought forward (5,857,987) (2,095,197)
---------------- ---------------
RETAINED EARNINGS CARRIED FORWARD (6,520,802) $ (2,245,171)
$
================ ===============
</TABLE>
<PAGE>
PRIDE AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED BALANCE SHEET
AS AT NOVEMBER 30, 1997
-ASSETS-
<TABLE>
<CAPTION>
November 30, proforma November 30,
1997 adjustments 1997
(with AC) dr cr (without AC)
ASSETS:
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 77,354 838 76,516
Accounts Receivable 2,002,365 2,197,670 4,200,035
Inventories 1,248,360 1,115,991 132,369
Property, revenue producing vehicles and eq - net 27,882,350 3,392,704 24,489,646
Intangible assets-net 9,090,156 15,291 9,074,865
Investment 0 1,800,000 1,800,000
TOTAL ASSETS $ 40,300,585 39,773,431
=============== ==============
-LIABILITIES AND SHAREHOLDERS EQUITY-
LIABILITIES:
Bank Line of credit $ 6,976,699 1,679,012 5,297,687
Accounts payable 1,758,769 520,508 1,238,261
Accrued liabilities and expenses 865,972 82,180 783,792
Bank debt 695,782 695,782
Obligations under hire purchase contracts 18,341,778 18,341,778
Acquisition debt payable 4,198,500 2,512,500 1,686,000
Other liabilities 52,707 - 52,707
---------------
TOTAL LIABILITIES 32,890,207 28,096,007
--------------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS EQUITY
Preferred stock, $.01 par value, 2,000,000 shares authorised none issued or
outstanding Common stock, $0.001 par value, 10,000,000 shares authorised
2,822,500 shares issued and outstanding 2,823 2,823
Additional paid-in capital 13,582,795 539,370 14,122,165
Retained Earnings (deficit) (5,857,987) 3,762,790 (2,095,197)
Deferred Financing Costs (141,500) (141,500)
Foreign Currency Translation (175,753) 35,114 (210,867)
--------------- --------------
TOTAL SHAREHOLDERS EQUITY $ 7,410,378 11,677,424
--------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 40,300,585 39,773,431
--------------- --------------
</TABLE>
<PAGE>
Pride Automotive Group Inc. and Subsidiaries
Proforma Statement of Operations
For the year ended November 30, 1997
<TABLE>
<CAPTION>
Year ended proforma Year ended
Nov 30, adjustments Nov 30,
1997 dr cr 1997
---------------------------------------------------------
REVENUE
<S> <C> <C> <C> <C>
Contract hire income 8,410,366 8,410,366
Sale of vehicles 7,090,028 327,705 6,762,323
Fleet management and other income 1,958,882 162,766 2,121,648
17,459,276 17,294,337
$
---------------- ----------------
EXPENSES
Cost of Sales 10,336,361 448,721 9,887,640
General and Admin Exp 3,540,129 1,693,436 1,846,693
Depreciation 3,946,635 399,828 3,546,807
Amortisation of Goodwill
and other Intangible assets 632,207 1,489 630,718
Research & Development 982,581 982,581 0
Interest Expense and Other 2,209,150 462,036 1,747,114
Loss on sale of Assets 753,933 299,082 454,851
22,400,996 18,113,823
---------------- ----------------
INCOME/(LOSS) BEFORE
MINORITY INTEREST (4,941,720) (819,486)
Minority Interest 486,320 486,320 0
---------------- ----------------
NET INCOME/(LOSS) (4,455,400) (819,486)
Retained deficit brought forward (1,402,587) 54,376 181,252 (1,275,711)
---------------- ----------------
RETAINED EARNINGS CARRIED FORWARD (5,857,987) $ (2,095,197)
$
================ ================
</TABLE>
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