UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1999
|_| TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission file number - 000-22813
MOTO GUZZI CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3853272
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 Park Avenue , New York, New York 10022
---------------------------------------------------
(Address of principal executive offices - Zip code)
Registrant's telephone number, including area code: (212) 644-4441
Former name, former address and former fiscal year, if changed since last
report.
North Atlantic Acquisition Corp., 5 East 59th Street, New York, NY 10022
Indicate by checkmark 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.
Yes |X| No |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by checkmark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes |_| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date.
Common stock, par value $.01 per share, 5,496,000 shares outstanding as of May
17, 1999.
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
INDEX
Part I - Financial Information
Item 1. Financial statements:
Balance sheets as of February 28, 1999 and August 31, 1998 ....... 3
Statements of operations for the three and six months
ended February 28, 1999 and 1998 and period from
September 1, 1995 (inception) to February 28, 1999.............. 4
Statements of stockholders' equity for the six months ended
February 28, 1999............................................... 5
Statements of cash flows for the six months ended February
28, 1999 and 1998 and period from September 1, 1995
(inception) to February 28, 1999................................ 6
Notes to financial statements..................................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .................... 8
Part II - Other Information
Item 1. Legal Proceedings................................................. 9
Item 2. Changes in Securities............................................. 9
Item 3. Defaults Upon Senior Securities................................... 9
Item 4. Submission of Matters to a Vote of Security Holders............... 9
Item 5. Other Information................................................. 9
Item 6. Exhibits and Reports on Form 8-K.................................. 9
Signatures................................................................... 10
2
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
Part 1. Financial Information
Item 1. Financial Statements
BALANCE SHEETS
<TABLE>
<CAPTION>
February 28, 1999 August 31, 1998
----------------- ---------------
(Unaudited) (Audited)
<S> <C> <C>
Assets
Cash $ 602 $ 1,079
Cash held in escrow 485 324
Investment in treasury
securities held in escrow 8,641,834 8,408,801
Deferred merger costs 601,420 105,000
----------- -----------
$ 9,244,341 $ 8,515,204
=========== ===========
Liabilities and Stockholders' Equity
Liabilities:
Accrued expenses $ 796,998 $ 174,496
----------- -----------
Commitments
Common stock subject to possible
conversion, 160,000 shares
at redemption value 1,728,367 1,681,825
----------- -----------
Stockholders' equity:
Convertible preferred stock, $.01 par value - shares
authorized 1,000,000; outstanding none; subscribed
94; liquidation value - $9,400 1 1
Subscription receivable -- (100)
Class A common stock, $.01 par value - shares
authorized 10,000,000; outstanding 906,000 9,060 9,060
Class B common stock, $.01 par value - shares
authorized 250,000; issued and outstanding 150,000 1,500 1,500
Additional paid-in capital 6,586,948 6,586,948
Earnings (deficit) accumulated during
the development stage 121,467 61,474
----------- -----------
Total stockholders' equity 6,718,976 6,658,883
----------- -----------
$ 9,244,341 $ 8,515,204
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
Item 1. Financial Statements
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Period From
February 28 February 28 September 1, 1995
-------------------------- -------------------------- (inception) to
1999 1998 1999 1998 February 28, 1999
<S> <C> <C> <C> <C> <C>
Interest income $ 83,748 $ 108,624 $ 232,498 $ 213,624 $ 643,891
General and administrative
expenses and debt costs (35,019) (92,013) (75,963) (103,013) (279,057)
Income taxes (25,000) (50,000) (115,000)
----------- ----------- ----------- ----------- -----------
Net income 23,729 16,611 106,535 110,611 249,834
=========== =========== =========== =========== ===========
Net income per common share $ 0.02 $ 0.02 $ 0.10 $ 0.10
=========== =========== =========== ===========
Weighted average common
shares outstanding 1,056,000 1,056,000 1,056,000 1,056,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
Item 1. Financial Statements
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Preferred Stock Subscription Class A Common Stock Class B Common Stock Additional
------------------------------------------------------------------------- paid-in
Shares Amount Receivable Shares Amount Shares Amount capital
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance August 31, 1997 (Audited) 94 $ 1 $ (9,400) 906,000 $ 9,060 150,000 $ 1,500 6,586,948
Subscription paid -- -- 9,300 -- -- -- -- --
Net income -- -- -- -- -- -- -- --
Accretion to redemption value
of common stock -- -- -- -- -- -- -- --
------ ------- -------- -------- ------- -------- ------- -----------
Balance August 31, 1998 (Audited) 94 1 (100) 906,000 9,060 150,000 1,500 6,586,948
Subscription paid -- -- 100 -- -- -- -- --
Net income -- -- -- -- -- -- -- --
Accretion to redemption value
of common stock -- -- -- -- -- -- -- --
------ ------- -------- -------- ------- -------- ------- -----------
Balance February 28, 1999 (Unaudited) 94 $ 1 $ -- 906,000 $ 9,060 150,000 $ 1,500 6,586,948
====== ======= ======== ======== ======= ======== ======= ===========
<CAPTION>
(deficit)
accumulated
during the Total
development stockholders' Comprehensive
stage equity Income
--------- -------------
<S> <C> <C> <C>
Balance August 31, 1997 (Audited) $ (70,005) $ 6,518,104
Subscription paid -- 9,300
Net income 213,304 213,304 213,304
Accretion to redemption value
of common stock (81,825) (81,825) (81,825)
--------- ----------- -----------
Balance August 31, 1998 (Audited) 61,474 6,658,883 131,479
Subscription paid -- 100
Net income 106,535 106,535 106,535
Accretion to redemption value
of common stock (46,542) (46,542) (46,542)
--------- ----------- -----------
Balance February 28, 1999 (Unaudited) $ 121,467 $ 6,718,976 59,993
========= ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
Item 1. Financial Statements
STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
Period From
6 months ended February 28, September 1, 1995
--------------------------- (inception) to
1999 1998 February 28, 1999
<S> <C> <C> <C>
Net income 106,535 110,611 249,834
Adjustments to reconcile net income/(loss) to
net cash used in operating activities:
Amortization of deferred debt costs -- -- 9,800
Amortization of discount on notes payable -- -- 35,000
Changes in operating assets and liabilities:
Accrued expenses 622,502 (16,337) 558,899
Interest receivable on investments 17,027 (163,102) (211,528)
----------- ----------- -----------
Cash used in operating activities 746,064 (68,828) 642,005
----------- ----------- -----------
Purchase of treasury securities in escrow (21,820,060) (4,157,874) (40,454,258)
Sale of treasury securities in escrow 21,570,000 4,106,000 32,065,375
(Increase)/decrease in cash held in escrow (161) 1,352 1,191
----------- ----------- -----------
Net cash used in investing activities (250,221) (50,522) (8,387,692)
----------- ----------- -----------
Net proceeds from sale of common stock -- 8,188,109
Subscription paid 100 9,300 9,400
Deferred costs:
Registration -- 90,000
Merger costs (496,420) (496,420)
Debt -- (9,800)
Repayment of notes payable (100,000) (100,000)
Proceeds from issuance of notes payable -- -- 65,000
----------- ----------- -----------
Net cash (used in)/provided by investing activities (496,320) (90,700) 7,746,289
----------- ----------- -----------
Net increase/decrease in cash (477) (210,050) 602
Cash, beginning of period 1,079 400,535 --
----------- ----------- -----------
Cash, end of period 602 190,485 602
=========== =========== ===========
</TABLE>
In fiscal 1996, the company received a note for subscribed preferred stock
amounting to $9,400, which is a non cash financing activity. In fiscal 1996, the
company recorded a $90,000 liability relating to a license agreement, which is a
non-cash financing activity
6
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation. The financial statements are presented in
accordance with the requirements of Form 10-Q and Regulation 210 of S-X
and consequently do not include all of the disclosures normally made in an
annual Form 10-K filing. Accordingly, the financial statements included
herein should be reviewed in conjunction with the financial statements and
footnotes therein included within the Company's Annual Report on Form 10-K
for the year ended August 31, 1998.
The financial information has been prepared in accordance with the
Company's customary accounting practices and has not been audited. In the
opinion of management, the information presents all adjustments necessary
for a fair statement of interim results. All such adjustments are of a
normal and recurring nature. The foregoing interim results are not
necessarily indicative of the results of operations to be expected for a
full year.
2. Investments. The Company has invested the majority of the proceeds from
the initial public offering in United States Treasury Bills. These
treasury bills, which were purchased at a discount, are presented at their
accreted cost, which approximates its market value.
3. Merger with Moto Guzzi Corp. On August 18, 1998, the Company, Moto Guzzi
Corp., a Delaware corporation ("Guzzi Corp."), and for certain provisions,
Trident Rowan Group, Inc., a Maryland corporation ("TRG"), entered into a
definitive Agreement and Plan of Merger and Reorganization, as amended
("Merger Agreement"), pursuant to which Guzzi Corp. would merge with and
into NAAC, with NAAC being the surviving corporation ("Merger"). TRG and
its majority-owned subsidiary, O.A.M. S.p.A., together owned all the
outstanding common stock of Guzzi Corp. prior to the merger. Guzzi Corp.
is a leading Italian manufacturer, marketer and distributor of performance
and luxury motorcycles and motorcycle parts, marketed under the "Moto
Guzzi(R)" brand name. The Merger was approved on March 4, 1999 and
consummated on March 5, 1999.
The Merger will be treated as a reverse acquisition of the Company by
Guzzi Corp. The shareholders of NAAC will own, after the Merger, less than
50% of the post-Merger shares. The shareholders of Guzzi Corp. received
approximately 76.4% of the post-Merger shares of the Company, excluding
any shares of the Company's Class A common stock issuable upon exercise of
any options or warrants, and Guzzi Corp., therefore, is the accounting
acquiror. An aggregate of 4,200,000 shares of common stock were issuable
in accordance with the merger. The cost of the acquisition of the Company
will be based on the fair value of the Company's assets and liabilities as
of the date of the Merger (which amounts approximate book value).
Additionally, an aggregate of 30,000 shares of common stock were issuable
to Graubard, Mollen & Miller, counsel to NAAC, contingent upon
consummation of the merger in payment of fees relating to the merger. As
the Company had no operating activities prior to merger, the merger is not
considered as a business combination as defined byAPB16.
In accordance with the merger agreement, the Company changed its name to
Moto Guzzi Corporation and changed its stock ticker symbol to "GUZI".
Following the merger, the Company will adopt the
7
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
December 31 financial reporting year of Moto Guzzi Corp. and will report
the first interim results for the merged company for the quarter ended
March 31, 1999. As most of the sales and all of the production of Moto
Guzzi Corp. are in Italy, the Company will report its results in Italian
lire.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Moto Guzzi Corporation, formerly North Atlantic Acquisition Corp. (the
"Company") as of the end of the quarter and six months ended February 28, 1999,
was a "blank check" or "blind pool" company which was formed on August 9, 1995
to serve as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination (a "Business Combination") with an
operating business (a "Target Business"). The business objective of the Company
is to effect a Business Combination with a Target Business which the Company
believes has significant growth potential.
As discussed in more detail Note 3 to the unaudited financial statements as at
February 28,1999, the Company merged with Moto Guzzi Corp. on March 5, 1999.
8
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
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 and Reports on Form 8-K
None
9
<PAGE>
Moto Guzzi Corporation
(formerly North Atlantic Acquisition Corp.)
(formerly Orion Acquisition Corp. I)
(a corporation in the development stage)
Part II - Other Information
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, thereunto duly authorized.
Date: May 18, 1999 Moto Guzzi Corporation
By Mark S. Hauser
--------------------------------------
Mark S. Hauser
Executive Chairman
By Nick Speyer
--------------------------------------
Nick Speyer
Chief Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited financial statements dated February 28, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-END> FEB-28-1999
<CASH> 1,087
<SECURITIES> 8,641,834
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,642,921
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,244,341
<CURRENT-LIABILITIES> 796,998
<BONDS> 0
0
1
<COMMON> 10,560
<OTHER-SE> 8,315,315
<TOTAL-LIABILITY-AND-EQUITY> 8,404,109
<SALES> 0
<TOTAL-REVENUES> 232,498
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 75,963
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 156,535
<INCOME-TAX> 50,000
<INCOME-CONTINUING> 106,535
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 106,535
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
