<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended September 30, 1996
-----------------------------------------------
OR
( ) TRANSITION PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-2642
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TRIDENT ROWAN GROUP, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
- ------------------------------ -----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Two Worlds Fair Drive, Somerset, NJ 08873
------------------------------------------
(Address of principal executive offices - Zip Code)
(908) 868-9000
-----------------------------------------------------------------------
(Registrant's telephone number, including area code)
DE TOMASO INDUSTRIES, INC., 107 Monmouth Street, Red Bank, NJ 07701
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by 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 $2.50 par
value, 4,744,332 shares.
<PAGE>
PART I
FINANCIAL INFORMATION
<PAGE>
Trident Rowan Group, Inc.
Consolidated Condensed Balance Sheets
September 30, 1996
Sept. 30 Sept. 30 Dec. 31
1996 1996 1995
US$'000 Lire m. Lire m.
Unaudited Unaudited Note
ASSETS
Cash and cash equivalents 13,511 20,578 24,137
Marketable securities, at cost - - -
Receivables 22,764 34,670 39,726
Trade, less allowance of Lit. 13,277 20,221 23,725
1,729 (1995 - 1,268)
Finance receivables, less 2,953 4,498 7,597
allowance of Lit. 2,050
Receivables from related parties 4,073 6,203 3,624
Other receivables 2,461 3,748 4,780
Inventories 26,407 40,218 30,717
Raw materials, spare parts and 17,987 27,394 21,469
work-in-process
Finished products 8,420 12,824 9,248
Prepaid expenses 970 1,477 1,109
------- ------- ------
TOTAL CURRENT ASSETS 63,652 96,943 95,689
------- ------- ------
Property, plant and equipment 6,625 10,088 7,709
At cost 23,289 35,468 35,884
Less allowances for depreciation (16,664) (25,380) (28,175)
Trademarks and other intangible
assets, net of
amortization of Lit. 625 (1995 - 2,873 4,375 4,750
250)
Goodwill, net of amortization of 1,029 1,567 1,459
Lit. 231 (1995 - 77)
Real estate for development, net of 2,298 3,500 -
reserve of Lit. 2,500
Real estate for sale 10,508 16,004 34,227
Investments in unconsolidated 1,438 2,190 2,205
companies
Receivables from related parties 1,909 2,908 -
Marketable & other securities and 10,711 16,313 17,176
investments,
at cost
Other assets 9,063 13,803 19,615
------- ------- -------
TOTAL ASSETS $ 110,106 Lit. 167,691 Lit. 182,830
======= ======= =======
Note: The balance sheet as at December 31, 1995 has been derived from
the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
See Notes to Consolidated Condensed Financial Statements
3
<PAGE>
Trident Rowan Group, Inc.
Consolidated Condensed Balance Sheets
September 30, 1996
Sept. 30 Sept. 30 Dec. 31
1996 1996 1995
US$'000 Lire m. Lire m.
Unaudited Unaudited Note
LIABILITIES
Advances from banks 18,517 28,201 18,538
Advances from banks for finance 3,334 5,078 8,621
activities
Accounts payable 13,557 20,647 23,570
Accrued expenses and other payables 7,400 11,269 10,218
Current portion of long-term real 3,253 4,955 9,550
estate debt
Current portion of other long-term
debt 1,339 2,039 1,866
------- ------- -------
TOTAL CURRENT LIABILITIES 47,400 72,189 72,363
------- ------- -------
Long-term real estate debt, less
current portion 3,926 5,980 9,712
Other long-term debt, less current
portion 4,778 7,277 8,386
Termination indemnities 5,462 8,319 8,231
Provision for claims 2,098 3,195 3,595
Minority interests 9,780 14,895 16,773
Common stock subject to repurchase 9,450 14,392 12,549
SHAREHOLDERS' EQUITY 27,212 41,444 51,221
Common stock, par value $0.01 per
share (1995 -$2.50):
Authorized 10,000,000 shares;
4,742,865 (1995 -
4,712,865) shares issued and
outstanding less
881,970 (1995 - 776,530)
subject to repurchase 45 69 6,744
Additional paid in capital 50,254 76,538 71,332
Treasury stock, at cost (7,765) (11,826) (11,826)
Deficit (16,915) (25,761) (15,926)
Equity adjustment from 1,405 2,141 711
translation
Accretion expense and related 186 283 186
exchange gains
------- ------- -------
$ 110,106 Lit. 167,691 Lit. 182,830
======= ======= =======
Note: The balance sheet as at December 31, 1995 has been derived
from the audited financial statements at that date but does not include all
of the information and footnotes required by generally accepted accounting
principles.
See Notes to Consolidated Condensed Financial Statements
4
<PAGE>
Trident Rowan Group, Inc.
Unaudited Consolidated Condensed Statements of Operations
9 Months Ended September 30, 1996 and 1995
Sept. 30 Sept. 30 Sept. 30
1996 1996 1995
US $'000 Lire m. Lire m.
Net sales 43,364 66,043 47,001
Cost of sales (37,711) (57,434) (44,114)
-------- -------- ---------
5,653 8,609 2,887
Selling, general and administrative
expenses (9,310) (14,179) (10,271)
Rental income 721 1,098 365
Reserve for value of real estate
properties . . . . . . . . . . (1,937) (2,950) -
Other income, net 149 227 442
-------- -------- ---------
(4,724) (7,195) (6,577)
Interest expense (3,206) (4,882) (3,227)
Interest income 2,179 3,318 2,968
-------- -------- ---------
Loss from continuing operations
before income taxes
and minority interests (5,751) (8,759) (6,836)
Income taxes (394) (600) (121)
-------- -------- ---------
Loss from continuing operations
before minority interests (6,145) (9,359) (6,957)
Minority interests (313) (476) (390)
-------- -------- ---------
Net (loss) (6,458) (9,835) (7,347)
-------- -------- ---------
-------- -------- ---------
LOSS PER SHARE US $ Lire Lire
Net loss per share $ (1.36) Lit. (2,073) Lit. (2,499)
-------- -------- ---------
-------- -------- ---------
Average number of common shares and
equivalents outstanding during
the period 4,742,865 4,742,865 2,939,842
--------- --------- ---------
--------- --------- ---------
See Notes to Consolidated Condensed Financial Statements
5
<PAGE>
Trident Rowan Group, Inc.
Unaudited Consolidated Condensed Statements of Operations
3 Months Ended September 30, 1996 and 1995
Sept. Sept. Sept.
30 30 30
1996 1996 1995
US $'000 Lire m. Lire m.
Net sales 11,190 17,042 17,535
Cost of sales (10,053) (15,311) (17,148)
--------- --------- -------
1,137 1,731 387
Selling, general and administrative
expenses (2,864) (4,362) (4,441)
Rental income 228 348 365
Reserve for value of real estate
properties. . . . . . . . . . . (1,937) (2,950) -
Other income, net 206 314 442
--------- --------- -------
(3,230) (4,919) (3,247)
Interest expense (1,120) (1,705) (1,642)
Interest income 840 1,279 1,305
--------- --------- -------
Loss from continuing operations
before income taxes and
minority interests (3,510) (5,345) (3,584)
Income taxes (5) (8) (121)
--------- --------- -------
Loss from continuing operations
before minority
interests (3,515) (5,353) (3,705)
Minority interests (83) (127) (131)
--------- --------- -------
Net loss (3,598) (5,480) (3,836)
========= ========= =======
LOSS PER SHARE US $ Lire Lire
Net loss per share $ (0.76) (1,155) (814)
========= ========= =======
Average number of common shares and
equivalents outstanding during
the period 4,742,865 4,742,865 4,712,865
========= ========= =========
See Notes to Consolidated Condensed Financial Statements
6
<PAGE>
Trident Rowan Group, Inc.
Unaudited Consolidated Condensed Statements of Cash Flows
9 Months Ended September 30, 1996 and 1995
Sept. Sept. Sept.
30 30 30
1996 1996 1995
US$'000 Lire m. Lire m.
Net loss (6,458) (9,835) (7,347)
Adjustments to reconcile net loss
to net cash (used)/provided by
operating activities: (1,158) (1,764) 4,725
-------- -------- ------
Net cash used by operating
activities (7,616) (11,599) (2,622)
-------- -------- ------
Investing activities:
Net decrease/(increase) in 1,318 2,007 (12,092)
investments and securities
Purchase of subsidiaries, net of
cash acquired 360 548 (1,192)
Deferred receipts from sale of
Maserati - - 27,000
Proceeds from disposal of fixed
assets 1,359 2,070 -
Purchases of property, plant and
equipment (3,021) (4,601) (1,078)
-------- -------- ------
Net cash provided by investing
activities 16 24 12,638
-------- -------- ------
Financing activities:
Increase/(decrease) in advances
from banks 4,120 6,275 (6,464)
Proceeds of share issue - - 8,205
Repurchase of shares - - (5,000)
Receipt of tax receivable 4,018 6,120 -
Proceeds from long-term debt 494 752 -
Principal payments of long-term
debt (3,261) (4,967) (786)
-------- -------- ------
Net cash provided/(used) by
financing activities 5,371 8,180 (4,045)
-------- -------- ------
(Decrease)/increase in cash and
cash equivalents (2,229) (3,395) 5,971
Exchange movement on opening cash
balances (108) (164) 8
Cash and cash equivalents,
beginning of period 15,849 24,137 5,286
-------- -------- ------
Cash and cash equivalents, end of
period 13,512 20,578 11,265
======== ======== ======
See Notes to Consolidated Condensed Financial Statements
7
<PAGE>
TRIDENT ROWAN GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the instructions to Form 10-Q and, therefore,
do not include all information and footnotes necessary for a fair presentation
of financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. For a summary of the Registrant's
accounting principles, and other footnote information, reference is made to the
Registrant's 1995 Annual Report on Form 10-K. All adjustments necessary for the
fair presentation of the results of operations for the interim periods covered
by this report have been included. All of such adjustments are of a normal and
recurring nature.
The primary financial statements are shown in Italian lire because all of
the Company's material operating entities are based and operate entirely in
Italy. Translation of lire amounts into U.S. Dollar amounts is included solely
for the convenience of the readers of the financial statements and has been made
at the rate of Lire 1,523 to U.S. $1, the approximate exchange rate at September
30, 1996. It should not be construed that the assets and liabilities, expressed
in US dollar equivalents, can actually be realized in or extinguished by U.S.
dollars at that or any other rate.
NOTE 2 REDUCTION IN PAR VALUE OF COMMON STOCK TO $0.01 PER SHARE
At the general meeting of shareholders held on August 22, 1996, the par
value per share of the Company's common stock was reduced from $2.50 per share
to $0.01 per share, or Lit. 15.1915 per share applying the approximate exchange
rate at August 22, 1996.
NOTE 3 ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES
Effective January 1, 1996, the Company completed its acquisition of the
outstanding shares of Moto America Inc., the sole distributor of Moto Guzzi
motor cycles in the United States. The acquisition was consummated by the
issuance of 30,000 shares of the Company and the purchase price of Lit. 471
million reflects the shares issued at a fair value of $10.00 per share (Lit.
15,710 per share). The acquisition has been accounted for as a purchase and the
excess of the purchase consideration over the fair value of assets acquired has
been accounted for as goodwill, determined in the amount of Lit. 262 million,
which is being amortized over 5 years. The effects of the acquisition are not
material to the operations of the Company and, accordingly, no proforma
information as if the acquisition had been consummated on January 1, 1995 is
presented.
8
<PAGE>
TRIDENT ROWAN GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 3 ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES (CONTINUED)
In June 1996, the Company sold its 66.7% equity interest in Immobiliare
Broseta S.r.l. to its 25% owned affiliate Domer S.r.l. The remaining 33.3%
equity interest in Immobiliare Broseta S.r.l. is owned by Interim S.p.A., a
subsidiary of Domer S.r.l. The Company had sought offers from third parties
through an independent broker and the sale price of Lit. 5,200 million offered
by Domer S.p.A. was the highest of the offers received. Lit. 1,800 million of
the sale price was evidenced by a promissory note of Domer S.r.l. due December
31, 1996, bearing an interest rate equal to the official Lire discount rate plus
3% and the balance of Lit. 3,400 million will be received pro-quota from the
sales of apartments which are being developed from the Immobiliare Broseta
S.r.l. property or on June 30, 1999, whichever is the earlier. This amount of
Lit. 3,400 million carries an interest rate of 6% payable bi-annually and has
been accounted for at its estimated net present value of Lit. 2,908 million
applying a discount rate of 12%, considered to be a fair market rate for similar
notes receivable. The book value of the 66.7% interest in Immobiliare Broseta
S.r.l. was Lit. 4,708 million and no gain or loss has been recorded on the
transaction.
NOTE 4 AGREEMENT TO ACQUIRE THE CAREY WINSTON COMPANY
On August 14, 1996, the Company and the Carey Winston Company ("Carey
Winston") entered into an agreement providing for the acquisition by the Company
of Carey Winston for a purchase price valued at $7,600,000 (Lit. 11,575
million), subject to adjustment, and payable to the extent of at least 80% in
common stock of the Company and not more than 20% in cash. As part of the
agreement, the Company agreed to lend to Carey Winston, prior to closing, up to
$2,000,000 (Lit. 3,046 million). The Company lent $1,000,000 (Lit. 1,523
million) to Carey Winston on September 17, 1996 in accordance with these
arrangements. The closing of the agreement is conditioned upon, among other
things, the Company completing a public offering resulting in proceeds to the
Company, after underwriting discounts and commissions, of not less than
$10,000,000. If the closing does not occur, for this or for any other reason,
then the Company's loan will continue on a subordinated basis for a three year
period.
Carey Winston is engaged in the business of providing real estate
management services in the Washington DC and Baltimore, Maryland regions.
9
<PAGE>
TRIDENT ROWAN GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 5 COMPUTATION OF LOSS PER SHARE
Net loss per share for the three months and nine months ended September 30,
1996 and September 30, 1995 is computed on the average number of common shares
outstanding during such periods.
In July 1995, convertible preference shares formerly held by the
ex-President of the Company were exchanged for an equal number of common stock
and 703,774 of the resulting total of 1,480,304 common stock formerly held by
the ex-President were acquired by the Company. Had the exchange of voting
preference shares and acquisition of common shares been consummated as at
January 1, 1995, then the loss per share for the nine months to September 30,
1995 would have amounted to Lit. 2,342.
NOTE 6 SUBSEQUENT EVENTS
STOCK REPURCHASE PROGRAM
The Company completed its stock repurchase program on October 23, 1996. The
program was initiated to accommodate a number of shareholders who held the view
that the Company, following the sale of the Maserati business in 1993, was no
longer engaged in the business activity which had initially led them to invest
in the Company's shares. Two mutually exclusive alternative offers were made to
shareholders. The first offer was to purchase up to 80% of a shareholder's
common stock for a combination of cash and non-negotiable promissory notes
having a face value aggregating $12.26 per share ("the 80% offer") and the
second offer was to purchase up to 50% of shareholder's common stock for $12.26
cash (the "50% offer"). Of the 4,742,865 issued shares of the Company,
shareholders representing 3,167,010 shares (66.8%) had agreed in advance not to
participate.
Of the remaining 1,575,855 shares, 506,359 were tendered under the 80%
offer and 255,636 under the 50% offer, all of which were accepted by the
Company. In consequence the Company will repurchase 761,995 shares for a total
amount of $7,478,657.58 (Lit. 11,390 million) in cash and $1,863,401.12 (Lit.
2,838 million) in the form of non-negotiable promissory notes, bearing interest
at 8% per annum. Proforma information showing the effects of the repurchase
program are shown in Note 7.
10
<PAGE>
TRIDENT ROWAN GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 6 SUBSEQUENT EVENTS (CONTINUED)
REPURCHASE OF SHARES FROM FINPROGETTI
On November 7, 1996 the Company entered into an agreement with Finprogetti
S.p.A. to resolve certain open matters deriving from the acquisition of the
majority of Finprogetti's operating subsidiaries in July 1995. Reference is made
to the Company's 1995 Annual Report on Form 10-K for a full description of such
Finprogetti Acquisition. A balance due by Finprogetti of Lit. 763 million
($501,000) was settled by the Company taking back 46,000 shares at a value of
Lit. 16,587 per share ($10.89 per share). Finprogetti S.p.A. also agreed to
accept responsibility for a claim which was successfully brought against one of
the subsidiaries acquired in the Finprogetti Acquisition for Lit. 2,120 million.
In accordance with terms of the Finprogetti Agreement, the Company would have
paid such claim and received in compensation 105,440 of the shares issued to
Finprogetti in July 1995. The Company and Finprogetti agreed that Finprogetti
would assume the responsibility for payments resulting from the claim, which are
payable in installments through June 1998, and that the Company would, on the
request of Finprogetti, repurchase shares for cash at the dates and in the
amounts of each installment payment.
At September 30, 1996, the Company has reclassified the 105,440 shares thus
subject to repurchase outside of shareholders' equity in the amount of the
present value of the amounts payable under the repurchase commitment, applying a
discount rate of 10%. The resulting value of the 105,440 shares subject to
repurchase is Lit. 1,940 million ($1,274,000) or Lit. 18,399 per share ($12.08
per share). Immediately following the agreement, Finprogetti requested that the
Company repurchase 9,950 shares for Lit 200 million ($131,000) in respect of the
first installment. The dates, number of shares and financial commitment for
further possible repurchases of shares are as follows:
December 31, 1996 22,380 shares Lit. 450 million ($295,000)
June 30, 1997 22,380 shares Lit. 450 million ($295,000)
December 31, 1997 22,380 shares Lit. 450 million ($295,000)
June 30, 1998 28,350 shares Lit. 570 million ($374,000)
PROPOSED PRIVATE PLACEMENT OF SHARES REPRESENTING FROM 17.2% TO 20% OF THE
OUTSTANDING SHARES OF MOTO GUZZI CORP., A WHOLLY OWNED SUBSIDIARY OF THE
COMPANY.
In October, 1996 the Company entered into an agreement with GKN Securities
Corp. whereby GKN would seek to sell, before December 20, 1996, on a best
efforts basis, between 1,250,000 and 1,500,000 shares of convertible Preferred
Stock and the same number of Warrants to purchase shares of Common Stock of Moto
Guzzi Corp. at a price of $4.00 (Lit. 6,092) for
11
<PAGE>
TRIDENT ROWAN GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 6 SUBSEQUENT EVENTS (CONTINUED)
each Unit consisting of one share of Preferred Stock and one Warrant. Moto
Guzzi Corp., currently a wholly owned subsidiary of the Company, owns Moto Guzzi
S.p.A., the manufacturer of Moto Guzzi motorcycles, its wholly owned spare parts
distribution subsidiary Centro Ricambi S.r.l., both Italian companies, and Moto
America Inc., the exclusive U.S. importer of Moto Guzzi motorcycles in the
United States.
Each share of Preferred Stock may be converted, at the option of the holder
thereof, into shares of Common Stock ("Conversion Shares") at the rate of one
share of Common Stock for each share of Preferred Stock, subject to adjustment
to protect against events of dilution ("Conversion Price"). Each share of
Preferred Stock shall be automatically converted into Conversion Shares upon the
consummation by Moto Guzzi Corp. of an underwritten public offering of its
Common Stock that raises gross proceeds of at least $8 million ("Qualified
IPO"). The conversion rate in connection with the Qualified IPO ("IPO Conversion
Price") will be the lesser of the then-applicable Conversion Price or 75% of the
per share, Qualified IPO public offering price. If a Qualified IPO is not
consummated by June 30, 1998, the then majority holders of the Preferred Stock
shall have a right to elect a majority of Moto Guzzi Corp.'s board of directors.
If not previously converted to Conversion Shares, each share of Preferred Stock
outstanding shall be redeemed by Moto Guzzi Corp., solely at the option of the
holder thereof at any time after the fifth anniversary of the Closing, at a
price of $8.00, as adjusted for stock-splits or any distributions previously
made. Each Warrant will entitle the holder thereof to purchase one share of
Common Stock for the lesser of $4.00 or the initial public offering price of the
Common Stock, exercisable during the three-year period commencing on the closing
of the Offering ("Closing").
If the Private Placement is completed in accordance with the terms
currently envisaged and outlined above, holders of the Preferred Stock will
acquire an interest between 17.2% (if 1,250,000 shares of Preferred Stock are
sold, and 20% (if 1,500,000 shares of Preferred Stock are sold) and the Company
will record a gain, net of expenses connected with the Private Placement, of
between approximately Lit. 5,000 million ($3,275,000) and Lit. 5,800
($3,800,000).
THERE CAN BE NO ASSURANCE THAT THE PRIVATE PLACING OF SHARES OF MOTO GUZZI CORP.
OR THE ACQUISITION OF CAREY WINSTON WILL TAKE PLACE ON THE TERMS INDICATED
ABOVE, OR AT ALL.
12
<PAGE>
Trident Rowan Group Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
September 30, 1996
NOTE 7 PROFORMA INFORMATION
The following summarized proforma financial information show the effects
on the balance sheet at September 30, 1996 and on operations for the nine
months ended September 30, 1996 and year ended December 31, 1995 if the stock
repurchase program and the repurchase of shares from Finprogetti, all as
described in Note 6, had been consummated on January 1, 1996 and 1995.
Proforma Balance Sheet
Sept. 30 Repurch- Sept. 30 Sept. 30
1996 ases 1996 1996
Actual of shares Proforma Proforma
--------------------------------------------
Lire m. Lire m. Lire m. $'000
Cash and marketable 20,578 (11,590) 8,988 5,902
securities
Other current assets 76,365 (763) 75,602 49,640
------- -------- ------ ------
Current assets 96,943 (12,353) 84,590 55,542
Property, plant & equipment
and other
assets, excluding goodwill &
intangibles 64,806 64,806 42,552
------- -------- ------ ------
Total assets excluding 167,691 (12,353) 149,396 98,094
goodwill & intangibles
Goodwill and intangibles 5,942 5,942 3,902
Total assets 169,691 (12,353) 155,338 101,996
Advances from banks 33,279 33,279 21,851
Current portion of loans 6,994 6,994 4,592
Other current liabilities 31,916 31,916 20,957
------- -------- ------ ------
Current liabilities 72,189 72,189 47,400
Long term loans 13,257 2,838 16,095 10,568
Other long term liabilities, 26,409 26,409 17,340
minority interests
Shares subject to repurchase 14,392 (200) 14,192 9,318
Shareholders equity 41,444 (14,991) 26,453 17,370
------- -------- ------ ------
Total liabilities and equity 167,691 (12,353) 155,338 101,996
======== ======== ======= =======
Book value per share in Lire
/ $ 10,734 8,665 $ 5.69
Number of shares (note) 3,860,895 3,052,900 3,052,900
========= ======== ========= =========
Note: The number of shares used to calculate book value per share
excludes 881,970 shares subject to repurchase.
13
<PAGE>
Trident Rowan Group Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
September 30, 1996
NOTE 7 PROFORMA INFORMATION (CONTINUED)
Statement of operations for the 9 months ended September 30, 1996
9 Months Repurch- 9 Months 9 Months
Sept. 30 ases Sept. 30 Sept. 30
Actual of shares Proforma Proforma
-------- --------- -------- --------
Lire m. Lire m. Lire m. US$'000
Net sales 66,043 66,043 43,364
Total cost of sales (57,434) (57,434) (37,711)
------- -------- ------- -------
8,609 8,609 5,653
Selling, general and (14,179) (14,179) (9,310)
administrative expenses
Rental income 1,098 1,098 721
Other income/(expense) (2,723) 121 (2,602) (1,708)
------- -------- ------- -------
(7,195) 121 (7,074) (4,645)
Interest expense (4,882) (173) (5,055) (3,319)
Interest income 3,318 (801) 2,517 1,653
------- -------- ------- -------
Loss before income taxes (8,759) (853) (9,612) (6,311)
and minority interests
Income taxes (600) (600) (394)
Minority interests (476) (476) (313)
------- -------- ------- -------
Net loss (9,835) (853) (10,688) (7,018)
========= ========= ========
Loss per share in Lire / $ (2,073) (2,723) $ (1.78)
========= ========= ========
Average number of shares 4,742,865 3,924,920 3,924,920
========= ========= =========
14
<PAGE>
Trident Rowan Group Inc. and Subsidiaries
Notes to Consolidated Condensed Financial Statements
September 30, 1996
NOTE 7 PROFORMA INFORMATION (CONTINUED)
Statement of operations for the year ended December 31, 1995
Year Year Year
ended Repurch- ended ended
Dec. 31 ases Dec. 31 Dec. 31
Actual of shares Proforma Proforma
---------------------------------------------
Lire m. Lire m. Lire m. US$'000
Net sales 72,253 72,253 47,441
Total cost of sales (63,410) (63,410) (41,635)
------- ------- ------- -------
8,843 8,843 5,806
Selling, general and (16,230) (16,230) (10,657)
administrative expenses
Rental income 770 770 506
Other income/(expense) 513 63 576 378
------- ------- ------- -------
(6,104) 63 (6,041) (3,967)
Interest expense (4,458) (242) (4,700) (3,086)
Interest income 4,452 (1,213) 3,239 2,127
------- ------- ------- -------
Loss before income taxes and (6,110) (1,392) (7,502) (4,926)
minority interests
Income taxes (420) (420) (276)
Minority interests (450) (450) (295)
------- ------ ------- ------
Net Loss (6,980) (8,372) (5,497)
======= ====== ======= ======
Loss per share in Lire / $ (2,065) (3,267) $ (2.15)
======= ====== ======= ======
Average number of shares 3,380,441 2,562,496 2,562,496
========= ====== ========= =========
NOTE 8 REAL ESTATE OPERATIONS
Reserves against the value of real estate and accruals for costs to be
incurred relative to real estate have been made for a total of Lit. 2,950
million in the third quarter of 1996, consisting of two elements. Following
the expiration, unexercised, of the option held by third parties to acquire
the Company's interest in undeveloped land in Sardinia, Italy, the Company
has begun to investigate other ways to realize maximum value from this
property. A decrease in market values which occurred during 1996, coupled
with complications connected with changing rules and practice by local and
regional government in respect of construction permits and environmental
authorizations has increased uncertainty with respect to development of the
property for tourism-related, or other purposes. The Company has therefore
made a reserve of Lit. 2,500 million, pending completion of its
investigation. The land has also been reclassified from "real estate for
sale" to "real estate for development" as it appears likely that the Company
will own the land until completion of authorizations and licenses before
selling at an enhanced value, rather than seeking to sell the land in its
current state. Additionally, an accrual of Lit. 450 million for extraordinary
maintenance costs at the Company's Cologne property has been recorded in
liabilities.
15
<PAGE>
TRIDENT ROWAN GROUP, INC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
3 MONTHS ENDED SEPTEMBER 30, 1996
In the 3 months ended September 30, 1996 net sales declined 2.8% compared
to the corresponding period in 1995, as follows:
Motorcycle segment - Moto Guzzi (12.8)%
Steel tubing - LITA 9.5 %
Other 0.5 %
The decline in net sales of the motorcycle segment was principally due to
reduced production resulting from delays in the supply of parts in August and
the starting of production of the new "Centauro" model in September. Production
has since returned to anticipated levels in the fourth quarter. Increases in net
sales in the steel tubing segment result from the inclusion of a full three
months in 1996 whereas results in 1995 are only from the acquisition date of
July 25,1995. Increased volumes in 1996 were partly offset by lower prices.
Gross margins increased from to 10.2% in 1996 from 2.2% in 1995 primarily
due to the absence of inventory reserves and tooling write-offs made in the
third quarter of 1995 consequent to a decision to abandon certain production
lines at Moto Guzzi.
Selling, general and administrative expenses are at similar levels to the
1995 three month period. Increases due to the acquisition of Moto America Inc.,
in 1996 and inclusion of LITA for a full three months have been offset by the
non-occurrence in 1996 of exceptional bad debt expense and exchange losses and
reorganization of the Company's operating headquarters in Milan incurred in
1995.
Other income/(expense) in the 3 months ended September 30, 1996 includes
gains on the sale of a property in Baltimore, MD, of Lit.718 million ($471,000)
and a reserve against other income in the amount of Lit. 600 million ($394,000)
recorded in the first quarter of 1996 from the sale of obsolete inventory to a
third party.
Reserves against the value of real estate and accruals for costs to be
incurred relative to real estate have been made for a total of Lit. 2,950
million in the third quarter of 1996, consisting of two elements. Following the
expiration, unexercised, of the option held by third parties to acquire the
Company's interest in undeveloped land in Sardinia, Italy, the Company has begun
to investigate other ways to realize maximum value from this property. A
decrease in market values which occurred during 1996, coupled with complications
connected with changing rules and
16
<PAGE>
TRIDENT ROWAN GROUP, INC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
practice by local and regional government in respect of construction permits and
environmental authorizations has increased uncertainty with respect to
development of the property for tourism-related, or other purposes. The Company
has therefore made a reserve of Lit. 2,500 million, pending completion of its
investigation. The land has also been reclassified from "real estate for sale"
to "real estate for development" as it appears likely that the Company will own
the land until completion of authorizations and licenses before selling at an
enhanced value, rather than seeking to sell the land in its current state.
Additionally, an accrual of Lit. 450 million for extraordinary maintenance costs
at the Company's Cologne property has been recorded in liabilities.
Interest expense fell slightly in the third quarter of 1996 compared to
1995. Lower interest rates have partly offset higher levels of advances from
banks, primarily at Moto Guzzi, and there has been a reduction in loan interest
resulting from principal repayments. Interest income has also decreased slightly
due to the effects of lower rates on short-term deposits, partly offset by
interest on the Lit. 1,800 million ($1,182,000) promissory note from the
Company's Domer
Despite consolidated losses, the Company incurred income tax expense
because most of the Company's operations are in Italy where companies are taxed
on their individual results without the ability to offset income on
consolidation. The Company is completing some internal corporate restructuring
in November 1996 to reduce this tax expense.
9 MONTHS ENDED SEPTEMBER 30, 1996
In the 9 months ended September 30, 1996 net sales increased 40.5% compared
to the corresponding period in 1995, as follows:
Motorcycle segment - Moto Guzzi 14.1%
Steel tubing - LITA 24.3%
Other 2.1%
The increase in net sales of the motorcycle segment in 1996 compared to
1995 is mainly due to a strong first quarter. Increases in net sales in the
steel tubing segment result from the inclusion of results in 1996 for nine full
months whereas results in 1995 are only from the acquisition date of July 25,
1995. As in the third quarter alone, increased volumes were partly offset by
lower prices.
Gross margins improved to 13.0% in the nine months ended September 30, 1996
compared to 6.1% in the corresponding period of 1995. The increase is due to
improved margins
17
<PAGE>
TRIDENT ROWAN GROUP, INC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
at Moto Guzzi in the first half of the 1996, the inclusion of LITA and the
absence of inventory reserves and tooling write-offs made in the third quarter
of 1995.
Selling, general and administrative expenses have increased in 1996 in
consequence of the inclusion of 9 months of the costs of the Company's enlarged
structure following the Finprogetti acquisition effective July 1, 1995 and Moto
America in 1996.
Higher interest expense primarily results from the real estate loans
acquired as part of the Finprogetti acquisition, increases in advances from
banks at Moto Guzzi and the acquisition of LITA, offset partly by slightly lower
interest rates in 1996. Interest income increased slightly from 1995 as a result
of interest on tax receivables acquired as part of the Finprogetti acquisition
and the Domer promissory note from the sale of the Company's 66.7% interest in
Immobiliare Broseta S.r.l., offset by small decreases in interest rates on
short-term deposits.
MOTORCYCLE BUSINESS
For the nine months ended September 30, 1996 net sales were Lit. 51,234
million ($33,640,000), compared to Lit. 44,584 million in the corresponding
period of 1995, an increase of 14.9%. Results for the nine months to September
30, 1996 include the results of Moto America Inc. from January 1, 1996 which
results, after elimination of intercompany sales and purchases, are not material
to overall operations.
The sales growth in 1996 is largely as a result of the first quarter when
sales were up 93% over the corresponding quarter in 1995 due to production and
sales volume increases. Sales growth was more limited in the second quarter (up
4%) mainly due to price increases averaging 5% which were put into effect from
March 1, 1996 and was held back as the booking of some sales of motorcycles to
the public administration sector (police and military) were deferred, at the
customers request, until the fourth quarter. Sales in the third quarter of 1996
were down 14.8% compared to the same period in 1995 due to temporary production
delays due to late delivery of parts by suppliers in August and difficulties
experienced in the production line in September with the start of production of
new models.
A summary of unit production for 1996 compared to 1995 is as follows
1996 1995 %change
First quarter 1,520 812 +87.2%
Second quarter 1,760 1,455 +21.0%
Third quarter 1,103 1,241 -11.1%
Total to September 30 4,383 3,508 +24.9%
18
<PAGE>
TRIDENT ROWAN GROUP, INC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Third quarter production problems have largely been overcome in October and
production for October was 562 units, including the first production of the new
"Centauro". Production in November, through November 12, has been at close to
the current maximum capacity and, if continued, the Company expects to produce
approximately 1,200 units in November and December.
Demand for the Company's products remains strong and for 1996, as in 1995,
exceeds current production capacity. Fourth quarter sales are expected to
improve with the resolution of production holdups and the delivery of the public
administration motorcycles produced in the second quarter whose sale was
deferred at the customers' request.
Margins have increased in 1996 in the segment both due to improved
performance and due to the absence of exceptional costs of approximately Lit.
1,800 million in 1995 arising from the strategic decision to abandon production
of smaller "Benelli" motorcycles and "Benelli" motorcycles badged as small "Moto
Guzzi" models. The decision to abandon these model lines was a part of a
strategic plan to concentrate on larger and higher priced models.
There were no significant or unusual cost increases in raw materials or
labor costs in the first nine months of 1996. Aluminum prices, which had been a
significant component of material cost increases in 1995 have been stable in the
first part of 1996 and have fallen somewhat over the prior quarter, offsetting
inflationary increases in the costs of other components. In accordance with
national labor agreements, national negotiations are in course and will be made
effective from June 1996. At present, there is no indication of the likely
settlement level or when settlement will take place.
Operating expenses have increased on an annualized basis in 1996 due mainly
to the increased level of operations of Moto Guzzi, the expense of improving
logistics and management information systems and the inclusion of Moto America.
Interest expense has increased as a result of increases in advances from
banks which have financed the growth in 1996 and increasing inventory levels.
STEEL TUBING SEGMENT
LITA, acquired in July 1995, contributed Lit. 3,534 million ($2,320,000) to
consolidated net sales in the three months to September 30, 1996 and Lit. 13,296
million ($8,730,000) in the nine months to September 30, 1996. In the three and
nine month to September 30, 1995, LITA contributed Lit. 1,866 million for the
period from acquisition, effective July 25, 1995.
19
<PAGE>
TRIDENT ROWAN GROUP, INC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Sales volumes for the third quarter amounted to 2,603 tons and sales for
the nine months to 9,071 tons, an increase of 32.3% over the subsidiary's actual
sales in the corresponding period in 1995, mainly from domestic (Italian) sales.
Export sales represent one of the areas of growth and amounted to 6.9% of total
net sales at September 30,1996 (5.8% through June 30, 1996).
Market conditions for LITA were difficult in the first half of 1996 as a
result of falling steel prices; this condition continued into the second quarter
with further decreases of 10% - 15% for various types of steel. Average raw
material price decreases since the beginning of the year have been approximately
22%. Prices have now stabilized and there is even some indication of price
increases for some steel qualities.
Margins in the first half of 1996 were burdened by the drop in steel prices
with consequent decreases in the company's selling prices. The fall in the steel
prices produced losses on inventories of steel with a negative effect on margins
of approximately Lit. 600 million, offsetting the benefits gained from increased
volumes. The effects were mainly in the first quarter, were more contained in
the second quarter and had no significant impact on the third quarter.
LIQUIDITY AND SOURCES OF CAPITAL
WORKING CAPITAL
Inventories at Moto Guzzi have increased by approximately Lit. 8,600
million ($5,647,000) as a result of sales of motorcycles to public
administrations (police, military) which were deferred at the customers'
request and a build up of components from the production delays in August and
September. This increase at Moto Guzzi has been partially offset by reduced
trade receivables. The net increase in working capital has principally been
financed by existing bank credit lines. There is also a seasonal increase in
inventories at Moto America Inc.
Moto Guzzi has succeeded in reducing trade receivables compared to the end
of the first quarter, though these remain high (slightly in excess of sales for
the second quarter) as a result of 19% valued added taxes included in
receivables for domestic (Italian) sales and the normal practice that payments
due at the end of the month are cleared by the banks in the early days of the
following month. Accounts receivable do not normally have a significant effect
on liquidity as the Company has access to short-term advances secured on trade
receivables. Total facilities at November 12, 1996 amount to Lit. 37,781 million
($24,807,000) largely secured by trade receivables. Significant production
shortfalls, such as during August 1996, however, have the effect of reducing the
Company's ability to draw down on its credit facilities. In October 1996, the
Company opened exceptional credit lines for Lit. 1,000 billion secured by
letters of patronage issued by TRG, to cover temporary requirements.
20
<PAGE>
TRIDENT ROWAN GROUP, INC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
INVESTING ACTIVITIES
Expenditure on fixed assets, mainly at Moto Guzzi, has been principally
financed from operations and bank credit lines, with Lit. 438 million ($
285,000) financed by leasing.
The disposal of the Company's 66.7% interest in Immobiliare Broseta S.r.l.
has removed Lit. 12,200 million of real estate and Lit. 5,049 million of
short-term real estate loans from the balance sheet as well as minority
interests of Lit. 2,354 million ($1,547,000). The balance due from Domer S.p.A.
representing notes payable of Lit. 4,708 million (as described in Note 2 to the
quarterly financial statements) is the principal reason for the increase in
related party receivables from December 31, 1995 along with an advance of
$1,000,000 (Lit. 1,523 million) made to Carey Winston in accordance with the
agreement to purchase this Company -- see Note 4 to the Unaudited Consolidated
Condensed Financial Statements.
In the third quarter, the Company sold a property in Baltimore, MD, for
approximately $1,100,000 and excess machinery at LITA was also disposed of in
the period with proceeds of approximately Lit. 241 million ($158,000).
FINANCING ACTIVITIES
A tax receivable of approximately Lit. 5,250 million ($3,453,000) was
received in the first quarter of 1996 with the proceeds being applied
principally for the purchase of marketable securities of Lit. 4,910 million ($
3,224,000). A further amount of approximately Lit. 800 million ($525,000) was
received in the third quarter.
Repayments of loan principal on the Cologne of Lit. 3,611 million
($2,371,000) have been financed by decreases in investments in the period. Other
principal loan payments, mainly in Moto Guzzi, have been financed from
operations and bank credit lines.
REDEMPTION OFFER
As described in Note 6 to the Unaudited Consolidated Condensed Financial
Statements, the Company completed its share repurchase program in October 1996.
The Company will repurchase 761,995 shares for Lit. 11,390 million ($7,479,000)
in cash and Lit. 2,838 million ($1,863,000) in promissory notes payable after
two years and bearing interest at 8% per annum. The Company had reserved
approximately $10,000,000 (Lit. 15,230 million) for the repurchase program.
21
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On August 22, 1996, pursuant to Notice of Meeting and Proxy dated July 26,
1996, an annual meeting of shareholders was held at which the following matters
were proposed and approved. There were 4,714,332 shares of common stock
outstanding and entitled to vote thereat.
1. To elect a Board of nine Directors to serve until the next Annual
Meeting of Shareholders and until their successors shall be elected and shall
qualify, consisting of
Giovanni Avallone Howard E. Chase Albino Collini
Mario Tozzi-Condivi Roberto Corradi Carlo Garavaglia
Maria Luisa Ruzzon Santiago De Tomaso Francesco Pugno Vanoni
Holders of 4,397,456 shares of Common Stock voted in favor of each of the
nominees named above (except that holders of 4,397,356 shares of Common Stock
had voted in favor of Santiago De Tomaso).
2. To amend the Articles of Incorporation to increase the number of
shares of authorized common stock to 50,000,000 and change the par value to $.01
per share. Holders of 4,331,136 shares of Common Stock voted in favor thereof.
3. To amend the Articles of Incorporation to eliminate authorization for
preferred stock. Holders of 3,762,907 shares of Common Stock voted in favor
thereof.
4. To amend the Articles of Incorporation to change the name of the
Company from De Tomaso Industries, Inc. to Trident Rowan Group, Inc. Holders of
4,329,359 shares of Common Stock voted in favor thereof.
5. To approve the adoption of the Company's 1995 Non-Qualified Stock
Option Plan. Holders of 3,721,653 shares of common stock voted in favor thereof.
6. To approve the adoption of the Company's 1995 Stock Option Plan for
Outside Directors. Holders of 3,742,831 shares of common stock voted in favor
thereof.
7. To ratify the 1993 sale by O.A.M., S.p.A. (a subsidiary of the
Company) of its 51% equity interest in Maserati S.p.A. to Fiat Auto, S.p.A.
Holders of 3,761,796 shares of common stock voted in favor thereof.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(b) On August 8, 1996, the Company filed a Current Report on Form 8-K
reporting that it had retained the accounting firm of Arthur Andersen & Company.
On August 21, 1996, the Company filed a Current Report on Form 8-K
reporting that the Company had entered into an agreement to acquire The Carey
Winston Company.
22
<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 thereunto duly authorized.
DE TOMASO INDUSTRIES, INC.
Dated: November 20, 1996 By: s/ Howard E. Chase
-------------------------------------
Howard E. Chase, President
Dated: November 20, 1996 By: s/ Carlo Previtali
-------------------------------------
Carlo Previtali, Secretary
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS DATED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996<F1>
<CASH> 13,511,490
<SECURITIES> 0
<RECEIVABLES> 14,406,435
<ALLOWANCES> 1,129,350
<INVENTORY> 26,407,435
<CURRENT-ASSETS> 63,652,659
<PP&E> 23,288,247
<DEPRECIATION> 16,664,478
<TOTAL-ASSETS> 110,105,712
<CURRENT-LIABILITIES> 47,399,212
<BONDS> 13,296,783
0
0
<COMMON> 54,498
<OTHER-SE> 36,607,354
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 43,363,756
<TOTAL-REVENUES> 43,363,756
<CGS> 37,711,097
<TOTAL-COSTS> 9,309,915
<OTHER-EXPENSES> 1,787,919
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,205,515
<INCOME-PRETAX> (6,063,690)
<INCOME-TAX> 393,959
<INCOME-CONTINUING> (6,457,649)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,457,674)
<EPS-PRIMARY> (1.36)
<EPS-DILUTED> (1.36)
<FN>
<F1>Dollar amounts are based on conversion rate of 1,523 Lire to the Dollar which
prevailed on September 30, 1996.
</FN>
</TABLE>
