SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]
For the fiscal year ended December 31, 1995 or
__ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. [No Fee Required]
For the transition period from ____________________ to ________________________.
Commission File Number 0-2642
DE TOMASO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
(State of other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
P.O. Box 856
107 Monmouth Street, Red Bank, New Jersey 07701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 842-7200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2.50 per share
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: [ ]
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the average of bid and asked price of the
stock as of March 28, 1996, was $48,444,756.
The number of shares of common stock, $2.50 par value, outstanding as of March
28, 1996 was 4,714,332.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Page 1 of Pages
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PART I
Item 1. Business
(a) General Development of Business
Introduction
Having effected during 1995 a basic restructuring of its operations and
strategic direction, the Company today provides an array of temporary management
and opportunistic capital investment resources to troubled businesses located
primarily in Italy. By rendering these services, the Company acquires the
ability to earn fees from the engagements (including negotiated bonuses in the
form of cash or equity for achieving agreed upon results), to make investments
of its capital, alone or with other strategic or financial investors, in
minority or controlling equity positions in managed clients ("Portfolio
Companies").
The Company plans to realize income from the operations of wholly or
majority owned companies and from the disposition of its equity interests in the
Portfolio Companies at enhanced values resulting from the rendering of
management services by the Company.
The Company's new business structure enables it to apply its management and
capital investment skills to present and future Portfolio Companies as well as
to outside clients, to incentivize outside clients to make greater use of the
Company's resources, and to utilize its clients as sources for new management
engagements and capital investment opportunities. In this connection, the
Company is exploring opportunities to engage in the management and disposition
of real estate assets for outside clients.
The Company's strategic refocus is an outgrowth of the sudden illness in
1993 of the Company's former chairman, Alejandro De Tomaso, and,
contemporaneously, the divestiture by the Company of the entirety of its
controlling interest in its principal Italian operating subsidiary, Maserati
S.p.A. to Fiat Auto S.p.A.
In 1993, after the Maserati sale, the Company's only operating subsidiary
was G.B.M. S.p.A. (since renamed Moto Guzzi S.p.A. and referred to throughout
this report as "Moto Guzzi"). At that time, Moto Guzzi was a manufacturer of
medium and high priced motorcycles which for years had been both unprofitable
and undercapitalized. The Company's Board was prepared to consider a capital
investment by or joint venture with a third party, the sale of its interest in
Moto Guzzi, or some other form of business combination to repair Moto Guzzi's
capital deficiencies and financial condition.
When those efforts proved unsuccessful, the Company, in May 1994, engaged
Temporary Integrated Management S.r.l. ("T.I.M.") to provide Moto Guzzi with
critically needed temporary
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management in order to staunch losses and to design a capital plan for future
growth or sale of the subsidiary. Management selected and installed by T.I.M.
continues to operate Moto Guzzi. As described below, under T.I.M.'s direction,
Moto Guzzi increased production and sales, reduced costs, and achieved virtual
break-even results on an operating profit basis. The Company's 100%- owned
motorcycle manufacturing subsidiary today manufactures a high priced line of
motorcycles under the trademark "Moto Guzzi", and is the successor to businesses
acquired by the Company in 1972. Moto Guzzi cycles vary in engine displacement
from 300cc to 1,100cc, although the subsidiary has determined to focus its
future sales and development efforts on its larger motorcycles, having engines
of 750cc or greater.
T.I.M. is now a wholly-owned subsidiary of the Company, having been
acquired in 1995 as part of the purchase of substantially all of the operating
assets of Finprogetti, S.p.A., (see "Finprogetti Acquisition", below). While the
operations of T.I.M. to date have not been material to the consolidated results
of operations of the Company, the acquisition of T.I.M. was an essential
component of the redirection of the Company's business strategy, as it permits
the Company to combine T.I.M.'s skill and knowledge in providing capable
management to troubled businesses with the Company's abilities in analyzing
capital requirements and transaction structuring, and to apply such capabilities
to investment opportunities arising out of T.I.M.'s management engagement.
Previously, in November, 1993, T.I.M.'s management services were engaged by
Finprogetti, itself a financially troubled, privately held Italian corporation,
the capital of which was invested in real estate and financial services
ventures. Finprogetti acquired a 55% equity interest in T.I.M. in November, 1994
by buying shares from Albino Collini, T.I.M.'s founder. Sig. Collini had become
Finprogetti's managing director in November, 1993.
Finprogetti Acquisition
In December 1994, (T.I.M. having managed Moto Guzzi during the last seven
months of the year), the Company's Board received an offer from Finprogetti in
which it was proposed that: (a) the Company would acquire substantially all of
the operating assets of Finprogetti, including its Italian real estate
interests, its T.I.M. subsidiary, a leasing and factoring company and certain
Italian tax receivables aggregating Lit. 5,150,000,000 ($3,243,073)* , in
exchange for newly
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*
Throughout this statement, all amounts are stated in Italian Lire,
unless otherwise stated. Amounts in Italian lire have been converted
into U.S. dollars solely for convenience at the exchange rate of
1,588 to the U.S. dollar prevailing on December 31, 1995.
The US dollar equivalent amounts are included solely for the
convenience of the readers of the financial statements. It should not
be construed that the assets and liabilities, expressed in US dollar
equivalents, can actually be realized in or extinguished by US
dollars at the exchange rates used in the accompanying translation.
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issued shares of the Company's common stock valued at Lit. 20,106.73 per share
($12.26 at the then-prevailing exchange rate), and (b) Finprogetti would make or
cause others to make additional equity investments in the Company aggregating up
to Lit. 15,000,000,000 ($9,445,844) paying cash therefor at the same price of
Lit. 20,106.73 per share. If aggregate additional investments were less than
Lit. 15,000,000,000, it was agreed that Finprogetti would realize a reduction in
the number of shares to be issued in connection with the acquisition of the
Finprogetti assets.
Under the agreement ultimately negotiated with Finprogetti, which closed on
July 17, 1995, a total of 1,922,652 shares of common stock were issued in
exchange for the Finprogetti assets, and certain of the Finprogetti shareholders
purchased an additional 408,008 shares for an aggregate amount of Lit.
8,203,706,600 (approximately $5 million). A portion of the 1,922,652 shares are
being held in escrow pending receipt by the Company of a Lit. 5,150 million
Italian tax refund due to one of the acquired Finprogetti companies. See Note 3
to Notes to the Financial Statements.
The former Finprogetti real estate assets acquired by the Company are not
presently intended to be held long term. The Company either will seek a
strategic partner to help manage the properties or will seek to dispose of them
in due course and at maximally favorable values.
Lita Acquisition
In the first execution of its new business plan following its acquisition
of Finprogetti's subsidiaries, including T.I.M., on July 25, 1995, the Company,
through one of its Italian subsidiaries, acquired Lita S.p.A. ("Lita"), an
Italian manufacturer of steel tubing used for automotive purposes and in the
manufacture of metal furniture. Lita's operations, while not material to the
Company's consolidated 1995 results of operations, are expected to be material
to the Company's operations in 1996.
Lita was acquired from a client of T.I.M. which had retained T.I.M. to
manage the company after a material decline in Lita's operations, and to oversee
its sale to a third party to be identified by T.I.M. The physical and
operational presence of T.I.M. at Lita, its ability to examine and
comprehensively analyze the operational and capital needs of the client, and
T.I.M.'s ability to provide its client access to the capital finance resources
of the Company represents an example of an investment opportunity arising from
T.I.M.'s management business. The stock of Lita was acquired at a cost of Lit.
615 million ($387,280), representing a discount of approximately Lit. 1,600
million ($1,007,557) from the book value of its assets. Through management
provided to Lita by T.I.M., the Company hopes to enhance the value of Lita as a
Portfolio Company and benefit both from income generated from Lita's operations
and from an eventual disposition of the rejuvenated subsidiary.
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In summary, while the strategic focus of the Company is to seek
opportunistic investments through relationships developed from its management
service business with business owners and bank creditors, today, through its
Italian Portfolio Companies, the Company has material operations in the
following industry segments:
o the manufacture and sale of high priced motorcycles through its Moto
Guzzi subsidiary;
o the operation and sale of operating and developmental real property
through subsidiaries acquired from Finprogetti; and
o the manufacture and sale of specialty steel tubing through its Lita
subsidiary.
Additionally, the Company owns 84.35 % of the capital stock of O.A.M.
S.p.A., the entity which had owned Maserati S.p.A. Chrysler Corporation has
owned a 15.65% equity interest in O.A.M. since 1986.
The Company also owns 100% or controlling interests in the following
subsidiaries which are either inactive or which are being liquidated, and which
in the aggregate account for less than 1% of the consolidated net worth of the
Company: Tridentis, S.A., Newstead, Ltd., Finprogetti Servizi S.p.A., American
Finance, S.p.A., MAI, Inc. and Storm S.p.A.
The Company's strategic plan is to expand substantially the size and scope
of the Company's hands-on management and financing business in "turnaround" and
opportunistic corporate and real estate management and investment situations.
The Company intends to engage from time to time in strategic relationships with
other enterprises which are both well-capitalized and which finance troubled and
underperforming businesses or which are seeking "local" partners with hands-on
management capabilities.
The Company was incorporated under the laws of the State of Maryland in
1917.
The following table summarizes the subsidiaries' legal jurisdictions and
operations. The following charts depict the structure of the Company as at
December 31, 1995.
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The following is a textual summary of the current organizational chart of
the Company. The chart in graphical form is included in the paper version of
this filing:
The Company owns 100% of the equity interest in Maserati Automobiles, Inc.,
a Delaware corporation, Finprogetti International Holding, S.A. ("FIH"), a
Luxembourg corporation and Finprogetti Servizi S.p.A. ("Servizi"), an Italian
corporation. The Company owns a 99.9% equity interest in Moto Guzzi S.p.A.
("Moto Guzzi") and American Finance S.p.A. ("AF"), a 99.67% equity interest in
Finprogetti Investimenti Immobiliari S.p.A. ("Immobiliari"), and a 45% equity
interest in Temporary Integrated Management S.p.A. ("TIM") all Italian
corporations. FIH owns the remaining .33% equity interest in Immobiliari.
Servizi owns the remaining 55% equity interest in TIM.
Moto Guzzi owns a 99.67% equity interest in Centro Ricambi S.r.l., an
Italian corporation, and a 25% equity interest in A+G Motorad GmbH, a German
corporation.
AF owns a 100% equity interest in Tridentis Financiere, S.A. ("Tridentis"),
a Luxembourg corporation, an 83.92% equity interest in O.A.M. S.r.l. ("OAM"),
and a 99.9% equity interest in Storm S.r.l., Italian corporations. Tridentis
owns a 100% equity interest in Newstead, Ltd., and Ireland corporation.
Immobiliari owns a 99.9% equity interest in Pastorino Strade, S.r.l., a 25%
equity interest in Domer S.r.l., an 80% equity interest in Grand Hotel Bitia
S.r.l. and a 66.67% equity interest in Immobiliare Broseta S.r.l., all Italian
entities. FIH owns the remaining .10% equity interest in Pastorino Strade. Domer
owns a 68.19% equity interest in Interim S.p.A. which in turn owns the remaining
33.33% equity interest in Immobiliare Broseta.
Servizi owns a 95.54% equity interest in Finproservice S.p.A., an Italian
corporation.
FIH owns a 99.9% equity interest in Lita S.p.A., an Italian corporation.
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(b) Financial Information About Industry Segments.
Information on net sales, operating profit, depreciation and amortization,
capital expenditures and assets employed for each segment of the Company's
business for the three year period ended December 31, 1995 is contained in Note
14 to the Financial Statements and is incorporated herein by reference.
(c) Narrative Description of Business
The Company has three (3) business segments: motorcycles, steel tubing and
commercial real estate development. Two such segments - motorcycles and real
estate - were material to the Company's 1995 results of operations.
(i) Motorcycles
The motorcycle segment continues to dominate reported results of operations
in 1995, accounting for approximately 89.5% of the Company's consolidated net
sales.
Moto Guzzi, the Company's 100%-owned motorcycle manufacturing subsidiary,
manufactures a high priced line of motorcycles under the trademark "Moto Guzzi",
and is the successor to businesses acquired by the Company in 1972. Moto Guzzi
cycles vary in engine displacement from 300cc to 1,100cc, although the
subsidiary has made a strategic decision to concentrate development and sales
efforts on its largest motorcycles, having engines of 750cc or larger. Moto
Guzzi spare parts are distributed through Centro Ricambi S.r.l. ("Centro
Ricambi"), now a 100% owned subsidiary of Moto Guzzi following purchase of the
minority shareholding of 3.33% in the first quarter of 1996. Moto Guzzi had also
manufactured and sold smaller and lower priced cycles under the "Benelli"
trademark, but closed production of these vehicles in 1993. Moto Guzzi continues
to maintain a small inventory of Benelli motorcycles.
All motorcycle manufacturing is conducted at Moto Guzzi's Mandello, Italy
facility. Moto Guzzi manufactures certain power train components, acquires
certain other components from outside suppliers, and performs finishing work and
assembly into motorcycle bodies. Moto Guzzi's operations have been managed since
May 1994 by a T.I.M.-appointed manager.
Distribution
Moto Guzzi maintains an Italian distribution network of over 200
independent dealers.
In 1995, a single importer-distributor acted as exclusive
importer-distributor for Moto Guzzi in each of France, Japan, Denmark, Finland,
Germany, Greece, Malta, New Zealand, Norway, Portugal, Sweden, Austria,
Switzerland, Australia, the U.K., the United States and Holland.
Moto Guzzi owns a 25% equity interest in A+G Motored GmbH ("A+G"), a German
corporation, the majority of the shares of which is owned by Motorad S.p.A.,
another Italian
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manufacturer of motorcycles with small displacement engines. A+G distributes the
motorcycles of both Moto Guzzi and Motorad in the German market. An amended
shareholders' agreement has extended the current arrangement through December
31, 1996 by which time Moto Guzzi must decide to continue the existing
arrangement or to terminate it, with a view to distributing its products in
Germany directly or through another distributor.
No single Italian dealer accounted for more than 5% of the sales of Moto
Guzzi in 1995. The Italian dealers who distribute Moto Guzzi motorcycles
generally handle other brands as well.
Net Sales
Since 1981, sales and production of Moto Guzzi motorcycles, with only
occasional interruptions, had been declining consistently. Production of Moto
Guzzi's larger Moto Guzzi machines declined from 2,935 units in 1992 to 2,175
units in 1993. Similar declines were sustained in the smaller Benelli
motorcycles (including Benelli models marketed as small Moto Guzzi models).
In 1994, following the engagement of T.I.M. to improve manufacturing and
sales results, Moto Guzzi's overall unit sales improved by 28% and production of
the company's larger machines expanded to 3,048 units. In 1995, units sales
increased by 23.1% from 4,278 in 1994 to 5,266 in 1995, of which 4,800 had
engine displacements of 350cc or greater and 466 had displacements of less than
350cc. Additionally, 448 Benelli motorcycles were sold from inventory.
All sales are invoiced in Italian lire except sales to the United States
which are invoiced in US dollars. Prices are customarily reviewed and are
increased to cover increases in production costs at periodic intervals and in
light of prevailing exchange rates. Italian prices for motorcycles traditionally
have been higher than export prices. In 1995, Moto Guzzi increased prices of its
various models twice, with such increases aggregating approximately 9% on
average for domestic sales and for export sales invoiced in lire and 4% in
respect of export sales to the US, which are invoiced in US dollars. Export
sales continued to reflect lower margins than domestic Italian sales.
Sales in 1995 of Moto Guzzi machines to the Italian and other governments
were 16.2% of its total motorcycle sales revenues.
Backlogs
Moto Guzzi's entire 1995 production capacity was covered by orders in hand
on January 1, 1995. Such orders were subject to cancellation without penalty.
Backlog of Moto Guzzi units for 1995 delivery at January 1, 1995 was
approximately Lit. 54,803,000,000 ($33,912,747) in the aggregate, representing
5,523 units. Backlog was approximately Lit 10,000,000,000 ($6,188,119) at
January 1, 1994. Orders for 1996 delivery exceed current production capacity and
the Company expects it will again be unable fully to satisfy demand for its
motorcycles in the
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current year. Such orders too are cancelable without penalty. The Company has
drawn up a sales and production plan for 1996 for approximately 6,400
motorcycles based on supplying strategic markets and customers. Customarily,
additional orders have been received during the course of the year.
Moto Guzzi is seeking to increase production and productivity without
increasing the size of its work force by increased use of component outsourcing.
Competition
The sale of motorcycles is a highly competitive business, with competition
typically coming from all powered passenger vehicles, as well as motorcycles.
The overall market in Italy contracted slightly in 1995, with new vehicle
registrations in Italy declining by 2.7% compared to 1994. Overall, Moto Guzzi
had a 2.3% share of the Italian domestic market in 1995 and sales of its largest
motorcycles (over 750 cc) represented approximately a 2.6% market share. Moto
Guzzi's share of the Italian market must be considered in the light of its
inability to meet demand in 1995 due to production capacity limitations, as
noted above.
The Italian market remains dominated by large, well-financed Japanese
manufacturers. A number of Italian and foreign manufacturers, principally
Cagiva, Honda, Yamaha, Kawasaki and Suzuki, sell their products in the Italian
market. In 1995, the Italian market shares of the principal competitors of Moto
Guzzi on a unit basis were as follows:
For the largest machines (over 750cc):
Harley Davidson - 19.7%; BMW - 17.5%; Ducati - 14.6%; Honda - 14.1%;
Suzuki- 9.3%; Kawasaki - 8.0%; Moto Guzzi 2.6%; Triumph 2.5%.
For all motorcycles:
Honda - 25.4%; Yamaha - 15.2%; Aprilia - 12.1%; Suzuki - 9.0 %; BMW - 6.7%;
Kawasaki - 6.6%; Ducati - 6.1%; Cagiva 5.2%; Harley Davidson - 4.1%; Motor Guzzi
2.3%.
Moto Guzzi maintains an extremely small share of the world-wide motorcycle
market, which is dominated by many of the same manufacturers that predominate in
Italy.
Raw Materials and Components
The source and supply of motorcycle raw materials, including aluminum for
power train components, is not a significant business risk for Moto Guzzi. There
are multiple reliable sources for components.
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The cost of imported raw materials is affected by variations in currency
exchange rates. In 1994, the value of the Italian lire had declined relative to
the currency of Italy's primary trading partners which resulted simultaneously
in an increase in the cost of imported raw materials and in an improvement in
the price competitiveness of Italian-made finished goods, such as Moto Guzzi's
motorcycles. In 1995, as a result of greater stability, currency exchange rates
had a less significant effect on costs and price competitiveness.
During 1995, the costs of materials and components for production of a
motorcycle increased by approximately 6.2% over 1994 average costs levels.
Approximately 4.8% of this was due to material cost increases, 1.2% to
outsourcing of certain components and 0.2% to technical improvements and
modifications to specifications. A significant element of the raw material price
increase was in respect of purchased aluminum components which increased by
approximately 30%, mainly due to aluminum prices.
Research and Development and Continuing Engineering
Moto Guzzi is continuously engaged in company-sponsored programs of product
improvement and development. Aggregate 1995 research and development
expenditures by Moto Guzzi were Lit. 861 million ($542,191) compared to Lit. 197
million ($124,055) in 1994, and Lit. 409 million ($257,557) in 1993. Of the Lit.
861 million expenditure in 1995, approximately Lit. 602 million was in respect
of development of models whose production will commence in 1996.
These on-going programs relate to developing more powerful engines with
improved performance and durability characteristics, superior braking systems,
suspensions, frames, transmissions and other components applicable to
two-wheeled vehicles.
Seasonal Nature of Business
Moto Guzzi's business has been turned around to the point that again it is
affected by seasonal factors. Retail market demand is highest in the spring and
early summer, whereas most sales to the Italian government take place in the
last quarter of the year. Moto Guzzi, like most Italian companies, traditionally
shuts down production in August of each year and traditionally also has reduced
production over the Christmas holidays and in the period immediately following,
while inventory is being taken. Moto Guzzi is now seeking to reduce the
production slowdown during this December-January period as part of its effort to
increase overall production levels by not suspending production during the
period of physical inventory taking.
Working Capital Items
Moto Guzzi is not affected by any unusual industry practices relating to
returns of merchandise or extended payment, nor are they required to carry
unusually significant inventories. Due to a strategic decision to increase
component outsourcing, inventory levels increased in 1995.
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See "Management's Discussion and Analysis of Financial Conditions and Results of
Operations" below.
Patents and Trademarks
Except as described below, the business of Moto Guzzi is not and has not
been in any material respect dependent upon patents, licenses, franchises or
concessions. The component parts of motorcycles are manufactured pursuant to
well known techniques and include components which are not unique to its
products, although some of these components are specially styled and designed.
Management believes that the trade name "Moto Guzzi" and the related trademarks
are well known and highly regarded throughout the world, and appropriate steps
have been taken to protect Moto Guzzi's rights in these trade names and
trademarks in those countries representing significant markets.
Compliance with Governmental Regulations
Moto Guzzi, along with other motorcycle manufacturers, has incurred
substantial costs in designing and testing products to comply with safety and
emissions requirements. Such standards have added, and will continue to add,
substantially to the price of the vehicles while competitive pressures have kept
export prices lower than domestic Italian sales prices.
The distribution of motorcycles in the United States is not subject to the
required federal safety equipment and damage susceptibility regulations
applicable only to automobiles, such as bumper durability, and front and side
impact resistance and passive restraint systems insofar as they relate to newly
manufactured post-1990 vehicles, nor to state or federal automobile fuel economy
or emissions regulations with respect to such vehicles.
All motorcycles produced by the Company and its subsidiaries for sale in
the United States are manufactured with the intent to comply with all applicable
federal safety standards. The Company's 1995 model year motorcycles comply with
EPA emission standards applicable in all 50 states.
Employees and Employee Relations
At December 31, 1995, Moto Guzzi had 338 employees, compared to 303 at
December 31, 1994, of whom approximately 74% were engaged in factory production
and the balance in various supervisory, sales, purchasing, administrative,
design, engineering and clerical activities. At December 31, 1995, Centro
Ricambi had 19 employees. Approximately 42% of Centro Ricambi's employees are
engaged in warehouse and shipping work, with the balance engaged in supervisory,
purchasing, administrative and clerical activities. Labor hourly costs increased
approximately 3.4% in 1995 at Moto Guzzi as a result of pay rises of 2.5% and a
bonus for reaching production targets of approximately 0.9%. Annualized labor
costs based on data through December 31, 1995 were approximately 17 % higher
than in 1994 in the aggregate due to the
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engagement of additional personnel, pay increases and increased overtime.
Overtime hours amounted to 9.6% of total hours in 1995 compared to 5.9% in 1994.
Moto Guzzi was not subjected to any strikes or work stoppages in 1995,
whereas two national strikes in 1994 cost Moto Guzzi 3,217 production hours. In
Modena, the local Centro Ricambi "company" contract expired on March 31, 1994. A
new contract has not yet been signed. Moto Guzzi's "company" contract was
renegotiated early in 1996. The terms of the renegotiation are not expected to
have a significant impact on labor costs. In 1995, Moto Guzzi did not avail
itself of any Italian government furlough program due to production furloughs.
Under Italian law, persons in a company acquire the right to severance pay
based upon salary and years of service. At December 31, 1995, the Company was
obligated to pay employees an aggregate of Lit. 8,231,00,000 ($5,183,000)
compared to Lit. 7,137,000,000 ($4,494,000) at December 31, 1994.
(ii) Steel Tubing
Although not material to its 1995 consolidated operations, Lita, which was
acquired on July 25, 1995, is expected to be a material line of business in
1996. Summary information about Lita is therefore provided in this report. All
of the stock of Lita was acquired at a cost of Lit. 615,000,000 ($383,344),
representing a sizeable discount against the book value of its assets of Lit.
2,264,000,000 ($1,424,000). Lita manufactures plain and perforated molded steel
tubes used principally in the automotive and furniture industries. The
subsidiary's factory in Torino has a production capacity of approximately 15,000
tons, but the company produced at 60% of capacity in 1995 and has achieved
capacity utilization of less than 73% since 1992. T.I.M. had been engaged by the
former owners of Lita in October 1994 to provide management assistance, and to
assist in identifying potential acquirors. Since T.I.M.'s engagement, most of
the customers lost by Lita in 1994 have been regained, supplier relationships
re-established and export relationships established. As budgeted by T.I.M.'s
managers, Lita, in 1996, is accordingly expected to realize substantially higher
revenues than in 1995, and, as a consequence, is expected to become a material
subsidiary of the Company.
(iii) Commercial Real Estate Development Segment
The Company acquired as part of the Finprogetti transaction a real estate
portfolio, which it will seek to liquidate at opportune times. The portfolio
consists of investments in four properties in Italy and a minority shareholding
in a property development company.
Commercial property at Cologne, Italy, has a book value of Lit. 16,276
million and outstanding loans secured on the property amounting to Lit. 14,546
million at December 31, 1995. The Cologne property is approximately 22,000
square meters, 80% of which is currently rented to a multinational company under
an operating lease expiring in 1998. The remaining space can only be
commercially exploited after repairs to the existing structure. A sale, at
market
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value, of all or a portion of the Company's 100% interest to the Company's
affiliate, Interim S.p.A. is currently being examined. In current market
conditions, the Company expects to recover the book value of the property, after
depreciation through the date of sale.
The Company has a 66.7% interest in Immobiliare Broseta S.r.l. which owns
industrial and commercial holdings and additional surrounding land aggregating
approximately 66,000 square meters in Bergamo, Italy. The remaining 33.3% is
held by the Company's affiliate, Interim S.p.A. Net of minority interests
Broseta has a value of approximately Lit. 5,200 million in the Company's balance
sheet as at December 31, 1995. The real estate has a book value of Lit. 11,949
million and outstanding loans of Lit. 4,716 million and the major part of the
property is represented by six buildings to be restructured for residential use.
The Company is negotiating to dispose of its 66.7% interest in this property to
Domer S.p.A., at market value (which is not expected to be less than book
value), in return for secured loan notes and unsecured loan notes payable on the
earlier of completion and eventual sale of the development or three years.
The Company owns an 80% interest in unimproved land aggregating 2,539,020
square meters near Cagliari (Sardinia), Italy and which has a book value at
December 31, 1995 of Lit. 6,000 million. An unaffiliated third party has
acquired an option to purchase the Company's interest on or before June 30, 1996
for an amount above book value. The Company does not believe this option will be
exercised. The land has development potential for tourism or residential
purposes and the Company will explore its disposition following the lapse, or
otherwise of the outstanding option.
The Company owns a 100% interest in Pastorino S.r.l., which owns concession
rights over 196 spaces in a municipal parking garage in Genoa, Italy. The book
value of the concession rights is Lit. 4,641 million at December 1995. The
rights last until the year 2041 and are being depreciated over the period from
acquisition to this date. The Company has sub-contracted management of the
parking spaces under a three year contract and will consider disposition on the
termination of this contract or sooner, depending on market conditions.
The Company owns a minority interest in Interim S.p.A. (through a 25%
indirect interest in Domer S.p.A. which owns 68.2% of Interim S.p.A.). Interim
S.p.A. is a property development company based in Brescia, Italy which has
several projects under active development as at December 31, 1995. This
investment has a value of Lit. 1,630 million as at December 31, 1995 and the
Company has no current intention to dispose of it.
(d) Financial Information About Foreign and
Domestic (Italian) Operations and Export Sales
Motorcycle Business
All motorcycle production occurs in Italy and foreign sales are made to
distributors located outside Italy. Most foreign sales are made to Western
European countries. Although in the
13
<PAGE>
aggregate sales outside of Italy are significant, sales to any particular
country other than France, Germany, the United Kingdom, Holland, Australia,
Japan, Austria and Switzerland are insignificant. In 1995, the Company had
aggregate sales outside of Italy of Lit. 35,634 million ($22,440,000)
representing 65% of total motorcycle sales.
Set forth below are charts illustrating percentage of motorcycle sales
revenues attributable to various geographic areas in the three most recent
fiscal years.
Geographic Areas
Year Ended December 31
Benelli & Moto Guzzi Motorcycles 1995 1994 1993
- -------------------------------- ---- ---- -----
Italy 35% 38% 35%
Europe (other than Italy) 49% 51% 41%
United States 6% 5% 6%
Elsewhere 10% 6% 18%
Steel Tubing
All sales by Lita were made within Italy.
Item 2. Properties
The following facilities were, and unless so indicated, are presently,
leased or owned by the Company in the active conduct of its business:
(a) 1,460 square feet of office space at 107 Monmouth Street,
Red Bank, New Jersey 07701, in which are located the United
States administrative offices of the Company, and which is
occupied under a month-to-month lease, at a monthly rental
of $970. It is anticipated that the Company will relocate
its administrative offices closer to the region's
international airports and to the residence of the Company's
President and CEO.
14
<PAGE>
(b) Factory and office facilities owned in fee and located in
Mandello del Lario, Italy in a group of one, two and three
story buildings aggregating 54,550 square meters, and which
is used by Moto Guzzi This facility is currently operating
at approxi mately 50% of production capacity calculated as a
percentage of available space, compared to a utilization
rate of 30% in 1994.
(c) One single-story 2,800 square meter concrete building
located in Modena, Italy and completed in late 1983 with an
8 meter ceiling, rented on a month-to-month basis by Centro
Ricambi from De Tomaso Modena, an affiliate of Mr. Alejandro
De Tomaso, at a monthly rental of Lit. 9,000,000 ($5,569)
since January 1, 1984. This facility has been fully utilized
as a spare parts distribution facility for Moto Guzzi. The
subsidiary is seeking to relocate its operations to other
facilities.
(d) Office, retail showroom, service and warehouse space at 1501
Caton Avenue, Baltimore, Maryland, situated on a 2.9 acre
tract in a steel and masonry building of approximately
25,000 square feet, owned by MAI. The facility had operated
at approximately 40% of capacity in 1994. Insofar as MAI has
suspended operations, the facility became vacant in 1995.
The Company has agreed to sell the property and, subject to
obtaining a zoning variance from the City of Baltimore,
expects to consummate the sale prior to the end of the third
quarter. The agreement will expire in July 1996 if the
variance has not been obtained.
(e) A combined commercial and residential building in Rome owned
by OAM. The two-story building occupies approximately 1,100
square meters. The commercial portion (the basement, ground
floor and access ramp) is rented to a Guzzi dealership
pursuant to a long-term lease. The first floor is rented for
residential purposes, and contains approximately 152 square
meters of space. The Company is attempting to dispose of the
property during the current fiscal year at not less than
book value.
(f) Offices aggregating 480 square meters in Milan, Italy, used
by Finprogetti Servizi, Finprogetti Investimenti Immobiliari
and T.I.M. are leased from an entity affiliated with
Francesco Pugno Vanoni, the Chairman of the Board of the
Company, and his brother, at a cost of Lit. 130,000,000
($82,000) in 1995 under a lease expiring on August 31, 2000.
The rental is believed to be comparable to rents paid for
similar facilities elsewhere in Milan.
(g) Warehouse, offices and surrounding land aggregating 63,874
square meters in Cologne, Italy. Approximately 80% of the
22,122 square meter office and warehouse space is rented to
a single tenant at an annual rental of Lit. 1,280,000,000
($806,000) and negotiations are proceeding to rent the
remainder of the space to the tenant. The Company is
negotiating the disposition of the property, which is
encumbered by a Lit. 14,546 million ($9,160,000) mortgage.
15
<PAGE>
(h) Unimproved land aggregating 2,539,020 square meters in
Cagliari, Italy. The Company, through Finprogetti
Immobiliari, owns an 80% interest therein, and is exploring
its disposition. An unaffiliated third party has acquired an
option to purchase the Company's interest on or before June
30, 1996 for Lit. 10,600,000,000 ($6,675,000) less
outstanding debt.
(i) Industrial and commercial holdings and additional
surrounding land aggregating 66,301 square meters in
Bergamo, Italy. The Company owns, directly or indirectly
through its Finprogetti subsidiaries, a 66.7% interest in
the property which is available for development but is
essentially unused. The sites include six structures which
date from the 17th century. The Company is currently
negotiating to dispose of this property and related debt of
Lit. 4,716 million.
(j) Offices aggregating 150 square meters in Brescia, Italy used
by Finproservice S.p.A. at an annual rental of Lit.
16,000,000 ($9,901) under a six year lease expiring in 2001.
(k) Subconcession rights to 196 spaces in a municipal parking
garage in Genoa, Italy. The spaces are managed by an
unaffiliated party under an agreement which expired in June
1995. Subsequently, the Company has sub-contracted
management of the parking spaces under a three year contract
and will consider disposition on the termination of this
contract or sooner, depending on market conditions.
(l) The Company also owns minority interests in entities which
own other property in Bergamo and Brescia.
(m) Factory and related commercial facility aggregating
approximately 10,000 square meters in Torino, Italy leased
by Lita, used at approximately 60% of capacity.
Item 3. Legal Proceedings
The Company and its subsidiaries are involved in litigation in the normal
course of business, Management does not believe, based on the advice of its
legal advisors, that the final settlement of such litigation will have an
adverse effect on the Company's consolidated financial statements as at December
31, 1995.
Item 4. Submission of matters to a vote of Security Holders
(a) A Vote of Security Holders
16
<PAGE>
None.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
As of March 28, 1996, there were 1,334 holders of record of the Company's
common stock.
The Company's common stock traded on the non-NASD over-the-counter market,
commonly called the "pink sheets" in 1993 and until September 23, 1994. Since
September 24, 1994, the common stock has traded on the NASDAQ
small-capitalization market system. The reported prices represent inter-dealer
prices, which do not include retail mark-ups, mark-downs, or any commission to
the broker-dealer, and may not necessarily represent actual transactions.
Bid Prices
1993 High Bid Low Bid
---- -------- -------
1st Quarter 3 1/2 3 1/2
2nd Quarter 4 1/2 4
3rd Quarter -- -
4th Quarter 2 2
1994
----
lst Quarter 3 2 1/2
2nd Quarter 5 1/2 2 1/2
3rd Quarter through September 23 5 1/2 4
September 26 through September 30 5 4 1/2
4th Quarter 9 1/4 4 1/4
1995
----
lst Quarter 9 1/2 7 3/4
2nd Quarter 9 5/8 8 1/2
3rd Quarter 9 3/4 9 3/8
4th Quarter 10 1/2 9 1/2
1996
----
January 1 through March 28 11 10 1/4
17
<PAGE>
No dividends were declared or paid during 1993, 1994 or 1995. The Company
does not believe that its capital needs will permit the payment of a dividend in
the foreseeable future.
18
<PAGE>
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Year ended
December 31 Years ended December 31,
1995 1995 1994 1993 1992 1991
-------------------------------------------------------------------------------------
US$(1) (Millions of Italian Lire - except for per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Net Sales $ 45,499 Lit. 72,253 51,994 41,919 45,346 32,219
Loss from continuing operations
before extraordinary items (4,395) (6,980) (3,277) (6,736) (3,967) (9,811)
Net (loss)/income (4,395) (6,980) (3,277) 153,497(2) (75,984) (17,320)
Loss per share from continuing
operations before extraordinary
items (1.30) (2,065) (1,593) (2,203) (1,928) (4,769)
Net (loss)/income per share (1.30) (2,065) (1,593) 50,204(2) (36,931) (8,418)
Total Assets 115,133 182,830 118,661 127,556 223,295 264,724
Long-term debt 11,397 18,098 5,004 5,738 71,949(3) 32,056
Cash dividends paid per
common share Dividends have not been paid in the past.
</TABLE>
1995 figures include the effects of acquisitions of certain subsidiaries
and assets from Finprogetti S.p.A. and of Lita S.p.A.
1 The above information for the year ended December 31, 1995, expressed in
Italian Lire, has been translated into U.S. Dollar equivalents in thousands
of dollars (except for per share amounts), at the rate of exchange
prevailing at December 31, 1995. The prevailing exchange rates as at the
end of the five most recently completed fiscal years is as follows:
1,588 Lire per U.S. Dollar at December 31, 1995
1,622 Lire per U.S. Dollar at December 31, 1994
1,713 Lire per U.S. Dollar at December 31, 1993
1,478 Lire per U.S. Dollar at December 31, 1992
1,147 Lire per U.S. Dollar at December 31, 1991
The high, low and average conversion rates for the years 1991-1995 are as
follows:
High Low Average
---- --- -------
1995 1,767 1,565 1,626
1994 1,689 1,539 1,612
1993 1,713 1,478 1,574
1992 1,475 1,066 1,243
1991 1,364 1,089 1,241
2 Includes a gain of Lit. 160,233 million (Lit. 52,407 per share) resulting
from the sale of the Company's 51% interest in Maserati S.p.A. to Fiat.
3 Long-term debt in 1992 includes advances from affiliates of Lit. 61,000
million.
19
<PAGE>
Item 7. Management's Discussion and Analysis of
Financial Conditions and Results of Operations
General
The acquisition of T.I.M. as part of the Finprogetti transaction enables
the Company to apply that subsidiary's management skills to "turn around"
troubled companies, enhancing their value. The significant progress achieved at
Moto Guzzi at which an operating loss of only Lit. 45,000,000 ($28,000) was
realized in 1995, bears witness to the importance of that transaction. Based on
its 1996 production budget, Moto Guzzi's unit production and sales should
increase by 20% over 1995 levels.
The acquisition of Lita S.p.A. at a price substantially below its book
value illustrates how a T.I.M. management engagement for a client can give rise
to an opportunistic investment. Lita, a manufacturer of steel tubing, expects to
realize increases in production and revenues over 1995 levels of 50% and 73%
respectively. Lita's 1996 operations will be material to the Company's
operations.
T.I.M.'s management engagements frequently involve "turn around" plans
requiring financial restructurings. Such restructurings frequently involve the
need for new capital, as well as the need for creditors to forgive debt or to
convert debt into equity. Each such engagement affords the Company an investment
opportunity. What distinguishes the company from other financial investors is
that the Company, in investing its capital, relies on its own management skills
rather than those of others. The real estate holdings acquired from Finprogetti,
while currently constituting material assets on the Company's balance sheet, are
intended to be disposed of, with the net proceeds to be utilized to make
investments in companies to be managed by T.I.M.
In reviewing the information that follows, the reader should think of the
Company as management and capital resources which are brought to bear through
the operation of and investments in troubled companies, with the objective of
realizing operating profits and investment gains.
Results of Operations
Overview
Net Sales
Overall the Company has seen a growth of 38.7% in net sales in 1995
compared to 1994 as follows:
Organic Growth of motorcycle segment 30.4%
Acquired businesses 14.4%
Disposed operations (5.9%)
20
<PAGE>
Margins
Underlying margins in the motorcycle business, the Company's largest,
increased to 15.1% in 1995 from 13.5% in 1994. Margin growth has, however, been
contained by reserves and writeoffs for inventory and tooling resulting from
strategic decisions to concentrate on larger motorbikes and largely to abandon
the smaller "Moto Guzzi" and "Benelli" models. The motorcycle business was still
in a turnaround phase at the end of 1995 and, while results achieved in 1995 are
very encouraging, further work remains to put this business on a sound
"stand-alone" basis. Margins in 1995 were also affected by a large increase in
product development costs from Lit. 197 million in 1994 to Lit. 861 million in
1995.
Margins decreased slightly in 1994 compared to 1993, due largely to a
favorable reduction of obsolescence reserves in 1993 outweighing a small
improvement in the motorcycle business in 1994.
Selling, General and Administrative Expenses
Selling, general and administrative expenses reflect an increase of
approximately Lit. 2,200 million (US $1,385,000), resulting from the Finprogetti
and Lita businesses acquired. Direct transaction costs of Lit. 1,224 million (US
$771,000) were capitalized as part of the purchase cost but, more generally,
costs of reorganizing the Company's operating structure have added to expense in
1995 while the benefits will accrue to future periods. The Company's new
operational structure, which was put in place in the second half of 1995, has a
higher cost than in prior periods which the Company will seek to recover from
bringing certain accounting and legal functions in-house, from retainer and
success fees from services to third parties and operating profits and investment
gains from Portfolio Companies.
There have also been small increases of administrative costs at Moto Guzzi
reflecting investment in personnel for new computer systems and a management
group to control outsourcing. Reductions in selling, general and administrative
expenses in 1994 compared to 1993 largely reflect the efforts of T.I.M. in
reducing costs at Moto Guzzi during the early phase of that company's
turnaround.
Interest Income and Expense
Interest income in 1994 was significantly influenced by Lit. 2,976 million
($1,874,000) of imputed interest on the final installment of Lit. 27,000 million
due from Fiat for the sale of Maserati to Fiat in 1993 which was received on
January 1, 1995.
Interest expense has also been significantly affected by the Finprogetti
and Lita acquisitions which have resulted in an increase of approximately Lit.
1,100 million of interest expense in the six
21
<PAGE>
months since acquisition, principally from real estate loans. External interest
expense relative to Moto Guzzi has also increased over 1994, due mainly to
build-up of inventory levels. Interest expense in 1994 declined from 1993 due to
disposal of debt and advances from banks relating to the disposition of
Maserati.
Taxation
The Lit. 420 million tax charge on operating losses from continuing
operations of Lit. 6,110 million appears as anomalous. It results from the fact
that most of the Company's operations are in Italy where companies are taxed on
their individual results without the possibility of filing consolidated returns.
The Company's corporate and tax structure will be examined in 1996 to seek to
improve tax efficiency.
Discontinued operations
In May 1993, the Company completed the disposition of its remaining equity
interest in its Maserati S.p.A. subsidiary. Maserati, which manufactured
Maserati and Innocenti automobiles, had been the Company's most significant
industry segment until its disposition.
Net Loss
The principal reasons for the increased loss in 1995 compared to 1994 are
as follows: (1) Management made a strategic decision to focus Moto Guzzi
production on a small number of large, high priced models, resulting in
increases in inventory reserve and write-offs of tooling of approximately Lit.
1,800 million ($1,134,000) and research and development expenses for new models
which was more than Lit. 600 million ($378,000) above 1994's level; (2) the
Company incurred interest expense associated with the real estate acquired from
Finprogetti of approximately Lit. 1,000 million ($630,000), and exchange losses
of approximately Lit. 900 million ($567,000) arising from a domestic currency
swap related to the planned self-tender and from short term intercompany
advances from subsidiaries.
The loss of Lit. 3,277 million in 1994, compared to Lit. 6,736 million in
1993, declined as a result of the commencement of the turnaround at Moto Guzzi
since T.I.M. managers took charge in May 1994, and net interest benefits
resulting from the proceeds from the sale of Maserati. Moto Guzzi realized a
gain of Lit. 2,841,000,000 ($1,789,000) in 1994 from the sale of certain fixed
assets, including an electric power generating plant, while the Company realized
currency exchange losses of Lit. 1,022,000,000 ($643,000), consisting of a loss
of Lit. 425,000,000 ($267,000) from a loan payable by American Finance S.p.A.
denominated in Swiss francs (paid in 1995), and the balance derived from
primarily from the collection and payment by Moto Guzzi and other Italian
subsidiaries of foreign accounts receivable and payable. The Company also
realized a loss of Lit. 829,000,000
22
<PAGE>
($522,040) from a variety of sources, no one of which was material. See Note 9
of Notes to Consolidated Financial Statements.
Motorcycles
Summary Information (in millions of lire)
Net sales to unaffiliated customers (net of intersegment eliminations; see
Note 15 of Notes to Consolidated Financial Statements), in millions of Italian
lire:
<TABLE>
<CAPTION>
'95-'94 '94-'93
1995 1994 Growth % 1993 Growth %
---- ---- -------- ---- --------
<S> <C> <C> <C> <C> <C>
Motorcycles 55,218 40,714 35.6% 29,986 35.8%
Parts 9,453 8,135 16.2% 7,498 8.5%
Results:
Operating loss (45) (632) (846)
</TABLE>
Net sales exclude sales of parts from Moto Guzzi to its spare parts
distribution subsidiary. Operating loss is total revenues less operating
expenses, excluding interest, corporate expenses and other income/(expense).
Net Sales and Orders
Units sold increased to 5,266 in 1995 up from 4,278 in 1994 (excluding
clearance of old Benelli inventory), with significant growth in the sales of the
Company's larger and more expensive models (over 750 cc), where sales increased
to 4,800 units from 4,149 units. Moto Guzzi increased prices of its various
models twice in 1995, with such increases aggregating approximately 9% on
average for domestic sales Italy and for export sales invoices in lire and 4% in
respect of export sales to the United States, which are invoiced in US dollars.
Unit sales in 1994 improved 28% from 1993 unit sales.
Sales in 1995 of Moto Guzzi motorcycles to Italian and foreign government
bodies amounted to 16.2% of total motorcycle sales revenues (1994 - 17.7%).
While sales to government bodies in Italy are significant as a whole to Italian
sales, sales to no single government agency are significant.
23
<PAGE>
The strong growth in motorcycle sales must be viewed in the light of
production capacity restraints. Orders in 1995 were in excess of production
capacity. Orders for 1996 delivery also exceed current production capacity and
the Company expects it will again be unable fully to satisfy demand for its
motorcycles in the current year. The Company has drawn up a sales and production
plan for 1996 based on supplying strategic markets and customers for
approximately 6,400 motorcycles. Orders received for the current fiscal year, as
in prior years, are subject to cancellation by the purchaser(s) without penalty.
Margins
Underlying margins, excluding the effects of non-recurring items and
research and develop ment expenditure, have improved from 13.5% in 1994 to 15.1%
in 1995. Reported margins for 1995, however, have been contained to only 11.3%
as a result of approximately Lit. 1,800 million of non-recurring reserves and
write-offs of inventory and tooling resulting from the strategic decision to
concentrate on larger motorbikes and largely abandon the smaller "Moto Guzzi"
and "Benelli" models and increased research and product development expenditures
of Lit. 861 million compared to Lit. 197 million in 1994.
The increase in underlying margins in 1995 results from generally favorable
selling price increases compared to unit cost increases. Unit production costs
have benefitted from increased volumes and reduced per unit absorption of fixed
costs, but have been affected by inflation price increases of 4.8%, increased
labor costs from pay increases and high overtime levels and increased
outsourcing which alone has caused a 1.2% cost increase. Export sales continued
to reflect lower margins than domestic Italian sales.
The Company's plan is to continue to increase outsourcing as this will
enable higher volumes which are expected to more than compensate the higher cost
of externally manufactured components.
Raw Material Prices
A significant element of the raw material unit price increase in 1995 over
1994 of 4.8% has been in respect of purchased aluminum components which
increased in price by approximately 30%, mainly due to the increased price of
aluminum on world markets. There have been no other significant raw material
price changes other than increases in line with inflation.
The Company's decision to outsource a larger number of components in 1995
has had a negative impact on unit prices of approximately 1.2%, compared to
1994.
Labor Costs
24
<PAGE>
Annualized labor costs, based on data through December 31, 1995, were
approximately 17% higher than in 1994 in the aggregate due to the engagement of
additional personnel (357 compared to 322), pay increases and increased
overtime. Overtime hours amounted to 9.6% of total hours in 1995 compared to
5.9% in 1994. Hourly labor costs increased approximately 3.4% in 1995 as a
result of pay rises of 2.5% and a bonus for reaching production targets of
approximately 0.9%.
Two national strikes in 1994 cost 3,217 production hours. There were no
strikes or work stoppages in 1995.
Expenses
Selling, general and administrative expenses have increased from Lit. 4,931
million in 1994 to Lit. 6,378 million ($4,016,000) in 1995. This includes an
exceptional bad debt expense of Lit. 425 million ($268,000) and exchange losses
of Lit. 338 million ($218,000) as well as investments in personnel for planned
changes in information management systems and a new work group to coordinate all
aspects of outsourcing.
Operating Loss
As a result of increased revenues, increased margins and increased
productivity, Moto Guzzi reduced its operating loss significantly from 1994
levels, achieving a virtual break even operating result.
Impact of Changing Prices and Exchange Rates
Inflation continues to have an impact on the motorcycle business. As noted
above, aluminum component prices increased by approximately 30% in 1995,
compared to 1994, mainly due to the increased metal commodity price. Overall
unit material cost increases were approximately 6.2% and labor unit cost
increases were 3.2%.
Both raw material costs and export selling prices are affected by exchange
rates. Approximately 67% by units and 65.3% by sales are represented by exports
which are denominated in lire except for sales to the United States, which are
denominated in U.S. dollars and are not significant to overall sales. Exchange
rates were relatively stable in 1995 against other major currencies.
To the extent permitted by competition, the company seeks to pass its
increased costs from changing prices on to its customers by increasing selling
prices. Currently, the Company is still benefitting from the devaluation of the
Lire in 1993, following its exit from the European Exchange Mechanism and has
been able to pass on cost increases in 1995 in its selling prices.
25
<PAGE>
The Company's properties were acquired many years ago and the depreciation
charges are significantly lower than if they were based on current prices. Other
plant and machinery will be replaced over future years at higher costs with
higher depreciation charges which, in many cases, may be offset by technological
improvements. The Company accounts for inventories on the last-in-first- out
(LIFO) method, under which the cost of sales reported in the financial
statements approximates current costs and thus provides a closer matching of
revenues and costs in periods of increasing costs.
Steel Tubing
Summary Information (in millions of lire)
1995 (five months)
Net Sales to unaffiliated customers 5,831
Operating profit 235
Operating profit/(loss) is total revenues less operating expenses,
excluding interest, corporate expenses and other income/(expense).
General
Lita S.p.A. is located in Torino and is specialized in the production of
plain and perforated high frequency welded tubes destined for the autovehicle
sector (65%), furniture (14%), white goods (9%) and other minor market sectors
(12%). Products included aluminized steel welded tubes, aluminum clad steel
tubes, cold-rolled and hot-rolled steel welded tubes in various shapes (round,
rectangular, oval, square etc) from 10 - 65mm diameter and sold both in sections
of 6 m. (industry standard) and other lengths to meet particular client
requirements. Production takes place in a factory of approximately 10,000 m2
which is owned by the subsidiary's founding family. Annual production capacity
(two shifts) is approximately 15,000 tons.
T.I.M. has worked with Lita since 1994 in preparation for it becoming
autonomous. It was previously owned by a multinational group. As a result of the
previous owners policy, Lita did not export, volumes had constantly reduced
since 1993 and customers had been lost as its production declined. Most of the
customers lost in 1994 have now been regained, supplier relationships
reestablished and the companies image in the market restored.
Net sales
26
<PAGE>
The results of Lita S.p.A. are included in operations since July 26, 1995.
Considering the shut-down for most of August, net sales represent approximately
4 months results. Total net sales for fiscal 1995 amounted to Lit. 14, 541
million.
Operating Profit
The results of Lita in the limited period since acquisition must be
considered very satisfactory, considering that these are after fees paid to
T.I.M. of Lit. 184 million.
Lita is autonomously financed by credit lines secured on trade receivables
and, accordingly, its positive results can be directly compared with the Lit.
615 million investment made in July 1995.
Real Estate
The Company's real estate operations were acquired from Finprogetti in
1995. The Company does not plan to remain engaged in the segment on a long-term
basis.
Summary Information (in millions of lire)
<TABLE>
<CAPTION>
1995 (six months)
----
<S> <C>
Rental income 770
Operating loss (92)
Real estate book values December 31, 1995 34,227
Related loans, December 31, 1995 19,262
</TABLE>
Operating profit/(loss) is total revenues less operating expenses,
excluding interest, corporate expenses and other income/(expense).
Rental income
Rental income is in respect of one commercial property, Cologne,
approximately 80% of which is rented to a multinational company at an annual
rental of Lit. 1,280 million and income from a parking concession in Genoa.
Rentals from Cologne amounted to Lit. 690 million and from the parking
concessions, Lit. 80 million in the six months to December 31, 1995. Rentals for
Cologne are indexed to the cost of living index and the rental agreement expires
in 1988. Other properties, described briefly below, are under development or
awaiting development and have no operating income.
Profitability
27
<PAGE>
The real estate business is not currently profitable due to depreciation,
real estate taxes and company administration costs exceeding rental income.
Development and Sale Prospects
The Company is seeking to dispose of two of its properties before the end
of the second quarter, with particular concern to dispose of the related
mortgage debt liabilities. Negotiations are at an advanced stage, though
currently there is no certainty that the transactions described below will be
completed.
The Company expects to sell its 66.7% owned investment in land and
contiguous industrial areas in Bergamo to its 25% affiliate, Domer S.p.A., at
book value in exchange for a purchase consideration comprised of loan notes
payable and assumption of debt due in 1996 of Lit. 4,716 million.
The Company is seeking to sell all or a portion of its 100% interest in
Cologne at book value, also to Domer S.p.A. or Interim S.p.A. The finance
structure for such transaction has yet to be agreed. In the second case, Interim
would assume responsibility for payments due on related mortgage debt through
1996.
The Company will examine disposal opportunities of its remaining real
estate property, comprising undeveloped land in Sardinia, following expiration
or exercise of an option held by a third party (in an amount above the carrying
value of the property) which option expires on June 30, 1996.
Liquidity and Capital Resources
Corporate Resources and Commitments
The Company has approximately Lit. 24,100 million ($15,200,000) of cash and
Lit. 17,100 million ($10,705,000) of investments in certificates of deposit and
other similar securities as at December 31, 1995. A tax receivable of
approximately Lit. 5,200 million ($3,275,000) has been reimbursed to the Company
since December 31, 1995.
Approximately Lit. 16,200 million ($10,200,000) of the investments
are held as security for a bank letter of credit issued to guarantee repurchase
at a price of $11.27 per share by the Company
28
<PAGE>
of 776,520 shares formerly owned by the ex-Chairman of the Company, Mr. De
Tomaso and now held by a trust. At the exchange rates in effect on December 31,
1995, the total dollar liability is less than Lit. 14,000 million ($8,816,000)
and the Company is seeking to release the excess security.
The Company plans to conduct a redemption offer to purchase up to 80% of
the shares held of record by each of its public shareholders at $12.26.
Shareholders representing 66.55% of outstanding stock as at December 31, 1995
have agreed not to participate. It is anticipated that the redemption offer will
be initiated before the end of the third quarter of 1996.
The following proforma analysis shows the effects on cash, investments and
shareholder's equity if the planned redemption offer is accepted by 100% of
those shareholders entitled to participate and the commitment to purchase the
shares formerly owned by Mr. De Tomaso were effected as at December 31, 1995:
<TABLE>
<CAPTION>
Lit. m Cash Investments Equity
<S> <C> <C> <C>
Financial Statements........................... 24,137 17,176 51,221
Shares subject to repurchase .................. - (13,897) (1,348)
Redemption offer............................... (24,564) - (24,564)
------ ------ ------
Proforma....................................... (427) 3,279 25,309
====== ====== ======
</TABLE>
Apart from the Italian real estate properties and tax refund discussed
above, the Company expects to sell a property owned by its closed Maserati
distributor in Baltimore for a net price of approximately Lit. 1,750 million
($1,100,000) in the second quarter of 1996 and plans to undertake a public
offering of its securities which it hopes to consummate, if at all, before the
end of the third quarter of the current year.
Management is confident that the Company's current liquid assets and
liquidable assets are more than adequate to enable the Company to meet all of
its intended obligations in the current fiscal year, including providing cash
for operations and its planned self-tender. Management intends that the net
proceeds of its planned public offering of securities, if consummated, will be
used to fund opportunistic investments arising from its management engagements.
Other corporate matters
On January 1, 1995, the Company received the final installment of Lit.
27,000 million ($17,003,000) from the sale of its Maserati subsidiary in 1993.
Lit. 23,750 million had been received in 1994 from this sale and was applied to
finance investments in securities and reductions in advances from banks.
Proceeds (advances) in 1994 had largely been applied to offset negative
operating cash flows of Maserati prior to its sale and in Moto Guzzi.
29
<PAGE>
The Company received Lit. 8,204 million in 1995 from shares issued in
respect of the Finprogetti acquisition and paid Lit. 5,000 million to repurchase
shares formerly owned by its former Chairman, Mr. Alejandro De Tomaso. Both
these cash movements are only a part of larger transactions and reference is
made to Note 3 of Notes to the Financial Statements, below, and Item 1 of the
Company's 10-K, above, for a complete description.
Tax receivables for value added taxes and taxes on income amounting to
approximately Lit. 14,500 million (of which Lit. 5,150 were acquired in the
Finprogetti transaction) have represented a significant drain on liquidity
during 1993 to 1995. Approximately Lit. 5,200 million has been received in
January 1996 and will be applied to offset corporate expenses and to the planned
redemption offer. The timing of receipt of further amounts is uncertain.
Other corporate assets and liabilities include finance receivables and
payables acquired as part of the Finprogetti acquisition. The Company intends
not to enter into new finance transactions through the acquired Finprogetti
subsidiary with third parties and expects that these balances will rapidly
reduce in 1996 with no significant net inflows from or outflows to support these
operations.
Corporate expenses, less interest receivable
The Company's corporate expenses, less corporate income from treasury
management and recharge of services to third parties has given rise to
significant negative cash flow in 1995 and corporate net of services invoiced to
subsidiaries and third parties, will give rise to negative cash flow in 1996.
Corporate expenses, at a lower level, in 1994 were largely covered by cash
flows from operations.
Real estate
The major effects on liquidity and capital resources of real estate
activities derive from principal repayments of loans and interest on such loans.
In 1995, since acquisition in July 1995, there were negative cash flows of
approximately Lit. 2,000 million principally as a result of loan repayments and
interest.
Of the loans secured on the Company's real estate investments as at
December 31, 1995, Lit. 9,550 million (relative to the Cologne and Broseta
properties) is repayable in 1996. As noted above, the Company is seeking to
dispose of both of these properties before the end of the second quarter and,
thereby to eliminate these obligations.
30
<PAGE>
If the Cologne property is not disposed of then the Company estimates that
net cash outflows for the real estate sector will total approximately Lit. 5,000
million in 1996, largely due to current loan payments.
Operating subsidiaries
Working Capital
Moto Guzzi's working capital increased significantly at December 31, 1995
over December 31, 1994 as a result of a buildup of inventory. The buildup was
the outgrowth of Moto Guzzi's strategic decision significantly to increase
component outsourcing to increase productivity. Management believes that 1995
year end inventory levels as a percentage of 1995 revenues (37%) is higher than
optimal. The 1996 outsourcing budget contemplates that by the end of the 1996
fiscal year, inventory will fall below 30% of expected revenues.
In 1995, the Company rearranged loans of Lit. 4,151 million in default as
at December 31, 1994, along with accrued interest and exchange movements for
part of the loan denominated in ECU, into a renegotiated loan facility of Lit.
5,248 million repayable in installments over five years. Trade credit
facilities, primarily lines of credit for bank advances against account
receivables have also been arranged and Moto Guzzi has total facilities of Lit.
18,300 million as at March 1996, as well as import/export facilities. In total,
facilities are sufficient for planned operations, though not for significant
capital investment (see below).
A capital increase of Moto Guzzi by way of waiver of non-interest bearing
intercompany debt was also made in 1995. This covered accumulated local losses
and increased the share capital by approximately Lit. 6,000 million. The Company
will also record a profit for local accounting purposes for 1995. While not
affecting consolidated reported results, these changes and results have given
increased respectability and access to credit in Italy to the Company.
The Company is actively seeking financing for a capital expenditure
programme which is an important part of Moto Guzzi's longer-term turnaround
plan. Currently, such financing has not been arranged.
Lita, the steel tubing subsidiary, is autonomously financed and has access
to bank advances against trade receivables and unsecured bank borrowings.
Facilities at December 31, 1995 amounted to Lit. 6,000 million against which
Lit. 3,425 million of advances had been drawn.
31
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
1. BACKGROUND AND ORGANIZATION
De Tomaso Industries Inc. is incorporated in the United States but operates
primarily in Italy, managing troubled and underperforming Italian companies. It
provides temporary management services to third parties and its subsidiaries
which operate in three industry segments: the manufacture and distribution of
"Moto Guzzi" brand motorcycles in Italy, Europe and elsewhere in the world; the
manufacture and distribution of steel tubes for the automotive and furniture
markets; and the development and sale of commercial real estate property.
Information on the Company's operations by segment and geographic area are
included in Notes 13 and 14 to the Financial Statements.
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 Lit. 1,588 to US $1, the approximate exchange rate at December 31, 1995.
It should not be construed that the assets and liabilities, expressed in US
dollar equivalents, can actually be realized in or extinguished by US dollars at
that or any other rate.
In these Financial Statements, the word "Company" is used to denote De Tomaso
Industries, Inc. and its subsidiaries.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements include the accounts of the Company and
its majority owned subsidiaries. Significant intercompany accounts and
transactions have been eliminated on consolida tion.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from these assumptions.
32
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign currency translation
The financial statements of non Italian entities have been translated from the
applicable functional currency to Italian lire using the year-end exchange rate
for balance sheet items and the average exchange rate for the year for statement
of operation items. The translation differences resulting from the change in
exchange rate from year to year have been reported separately as a component of
shareholder's equity.
Foreign currency transactions
Transactions, receivables and payables denominated in currencies other than the
functional currency are recorded at the exchange rate in effect on the
transaction date. Such receivables and payables are adjusted to current exchange
rates as of the date paid or the balance sheet date, whichever is earlier. Gains
and losses are included in the statement of operations.
Cash equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Revenue recognition
Revenues from sale of products are recorded upon shipment, which is when title
passes.
Research and development
The Company's motorcycle business is continuously engaged in company-sponsored
programs of product improvement and development. Other businesses do not conduct
research and development activities. Research and development costs are expensed
as they are incurred.
Aggregate 1995 research and development expenditures were Lit. 861 million
($542,000) compared to Lit. 197 million in 1994, and Lit. 409 million in 1993.
Of the 1995 expenditure, approximately
33
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Lit. 602 million ($379,000) was in respect of the development of models whose
production is planned to commence in 1996.
Inventories
Inventories are stated at the lower of cost or market with cost being determined
principally by the last in, first out (LIFO) method applying average cost of the
year to increases in inventory quantities. If inventories had been determined by
the lower of cost or market value using the first in, first out (FIFO) methods,
which approximates current cost, inventories would have been greater by
approximately Lit. 2,000 million in 1995 and Lit. 4,900 million in 1994.
Valuation reserves included in the inventory balances were Lit. 6,612 million
($4,164,000) and Lit. 5,451 million as of December 31, 1995 and 1994,
respectively.
Property, plant and equipment
Property, plant and equipment are recorded at cost. Depreciation is provided on
the straight-line method over the estimated useful lives of the assets.
Goodwill and other intangibles
On the purchases of businesses or other assets, the excess of purchase cost over
fair value of assets acquired is accounted for as goodwill and is amortized on a
straight line basis over a period determined by the Company taking into
consideration the nature of the business or assets acquired. Goodwill in the
balance sheet as at December 31, 1995 relative to the Finprogetti acquisition is
being amortized over 10 years. Where the fair value of assets acquired is higher
than the purchase price, then the excess is applied to reduce firstly the
long-term intangible assets acquired, then other long-term assets and fixed
assets.
Trademarks and other intangibles, in respect of the Company's temporary
management subsidiary, are being amortized over 10 years. Concession rights,
included in other assets (Note 5), are amortized over the life of the
concession.
34
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Real estate for sale
It is the Company's intention to sell its real estate portfolio. Properties are
valued at estimated market value, allowing for depreciation through to the
expected dates of sales. In the absence of definite contracts for sale, no
amounts have been included in current assets at December 31, 1995.
Marketable and other securities and investments
Marketable and other securities and investments consist primarily of fixed
income investments which cannot be readily sold using established markets.
Securities as at December 31, 1995 are held available for sale and are
represented by Italian government-backed securities: CFIFR 2004 floating rate
for Lit. 9,410 million, CCT 12.5% 1998 for Lit. 4,901 million and CDEFI floating
rate December 28, 1996 for Lit. 2,207 million. Such securities are carried at
fair value which approximates cost plus accrued interest. Lit. 15,000 million of
such amounts are deposited as security in respect of the Company's commitment to
repurchase the shares which were previously owned by its former Chairman (see
Notes 3 and 15). At December 31, 1994, there were marketable securities included
for Lit. 5,000 million in respect of government bonds which could be readily
sold using established markets and which were valued at cost plus accrued
interest which approximated market value.
Termination indemnities
All employees of the Company's Italian subsidiaries are entitled to receive
severance pay in accordance with the terms of applicable national labor law and
contracts. The liability for severance pay is accrued for service to date and is
payable immediately on termination. The liability is calculated in accordance
with the individual employee's length of service, employment category and
compensation and is adjusted annually by a cost of living index provided by the
Italian Government. There is no vesting period or funding requirement associated
with the liability. The liability recorded in the balance sheet is the amount
that the employee would be entitled to if the employee separates immediately.
Income taxes
Income taxes are provided by each entity included in the consolidation in
accordance with local laws. Deferred income taxes have been provided using the
liability method in accordance with FASB Statement No. 109 Accounting for Income
Taxes.
35
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statements of cash flow
The cash flows for the roll-over of maturing fixed-term securities into new
securities is included in the caption "Net Decrease/(Increase) in Investments"
in the Consolidated Statement of Cash Flows. Advances from banks arise primarily
under the Company's short-term lines of credit with its banks. These short-term
obligations are payable on demand. The cash flows for these items are included
in the caption "Net increase/(decrease) in advances from bank" in the
Consolidated Statements of Cash Flow.
Net income/(loss) per common share
Net income/(loss) per common share is based on the average number of shares of
common stock and dilutive common stock equivalents outstanding during the years.
All outstanding convertible preferred stock of the Company (which were converted
during 1995) were considered to be common stock equivalents and were considered
anti-dilutive for 1994.
Reclassifications
Comparative figures for 1994 and 1993 have been reclassified to conform with
1995 presentation.
Impact of recently issued Accounting standards
In March 1995, the FASB issued Statement No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, which requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts.
Statement 121 also addresses the accounting for long-lived assets that are
expected to be disposed of.
The Company will adopt Statement 121 in the first quarter of 1996 and, based on
current circumstances, does not believe that the effects of adoption will be
material.
36
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
3. ACQUISITIONS AND PURCHASE OF TREASURY STOCK
Finprogetti acquisition
On July 17, 1995, effective July 1, 1995, pursuant to the terms of the
"Finprogetti Agreement" the Company acquired from Finprogetti S.p.A. (an Italian
entity) all of that company's equity interests in its principal operating
subsidiaries and a tax receivable of Lit. 5,150 million in exchange for shares
of the Company. The operating subsidiaries comprised TIM, a temporary management
company specialized in the "turnaround" of troubled and underperforming Italian
and foreign companies, subsidiaries holding Italian real estate buildings and
concession rights and a leasing/factoring company, Finproservice. As part of the
same transaction, the Company acquired the minority interest in TIM from Dott.
Albino Collini, its founder and CEO. Under the terms of the Finprogetti
Agreement, the final number of the Company's shares to be issued was conditional
on the purchase before September 30, 1995 by Finprogetti S.p.A., or its
shareholders or third parties directed by it, of a specified number of shares in
the Company at a stipulated price of Lit. 20,106.73 ($12.26 at then current
exchange rates) per share. After the receipt of cash of Lit. 8,204 million
(approximately U.S. $5,000,000) for the subscription to 408,008 shares, the
Company adjusted the number of shares to be given so that 1,922,652 shares were
issued to effect the acquisition from Finprogetti S.p.A., in addition to the
shares issued in exchange for cash. Of the total number of shares issued of
2,330,660 for the acquisition from Finprogetti, including the subsequent
purchase of 408,008 shares, 248,673 are to be held in escrow pending realization
by the Company of the tax receivable of Lit. 5,150 million that was included in
the assets acquired.
The Lit 39,447 million total purchase price reported in the balance sheet to
effect the Finprogetti Agreement reflects Lit. 38,223 million (Lit. 16,400 per
share; U.S.$10.00 per share) assigned to the 2,330,660 shares issued plus costs
of Lit. 1,224 million incurred in connection with the acquisition. The value of
$10.00 per share represents the fair value of the shares issued, approximating
the trading price of the Company's shares at the date of the acquisition and
supported by the Company's estimate of the fair values of assets and liabilities
acquired. The acquisition has been accounted for by the purchase method.
Accordingly, the purchase price has been allocated to the assets purchased and
the liabilities assumed based on the fair values at the date of the acquisition.
The purchase price was allocated as follows:
37
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
3. ACQUISITIONS AND PURCHASE OF TREASURY STOCK (Continued)
US$'000 Lire m.
Cash 5,166 8,204
Real estate interests 21,479 34,109
Concession rights over real estate 2,960 4,700
Less: related long-term debt (12,238) (19,431)
Trademark and other intangible assets 3,148 5,000
Other assets and liabilities, net 3,355 5,329
Goodwill 967 1,536
------- -------
24,837 39,447
------- -------
The excess of the purchase price paid over the fair values of the net assets
acquired has been recorded as goodwill, which is being amortized in accordance
with the Company's policy. Results of the Finprogetti companies are included in
operations from July 1, 1995 and the amount of goodwill amortization for fiscal
year 1995 was Lit. 77 million.
Lita acquisition
On July 25, 1995, the Company acquired Lita S.p.A., an Italian manufacturer of
steel tubes for the motor and furniture industries for cash in the amount of
Lit. 615 million ($387,000). The fair value of the assets received was Lit.
1,649 million ($1,038,000) in excess of the purchase price. This excess has been
allocated to reduce the carrying value of property, plant and equipment by Lit.
1,482 million ($933,000) and other non-current assets by Lit. 167 million
($105,000). A valuation allowance was established against the deferred tax asset
arising from the adjustment of the book basis of the assets. When realized the
tax benefit will be credited to income.
Purchase of treasury stock
In April 1995, the Company entered into an agreement with Mr. Alejandro De
Tomaso (DeTomaso Agreement), the then Chairman of the Board, under which the
Company would repurchase Mr. De Tomaso's
38
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
3. ACQUISITIONS AND PURCHASE OF TREASURY STOCK (Continued)
1,000,000 shares of preferred stock and 480,304 shares of common stock at a
negotiated price of Lit. 18,400 per share, converted into dollars at the
exchange rate in effect on closing date of Lit. 1,637.
Prior to the closing of that transaction, Mr. De Tomaso conveyed such shares,
subject to the DeTomaso Agreement, by gift. The shares are currently held by a
trust.
Performance under the De Tomaso Agreement was conditional upon the consummation
of the Finprogetti acquisition. Contemporaneously with the closing of that
transaction, 703,774 of the preferred and common shares formerly owned by Mr. De
Tomaso were delivered to the Company in exchange for cash of Lit. 5,000 million
and properties (a hotel valued by the Board of Directors based upon independent
appraisals of Lit. 4,700,000,000 ($2,960,000) and a museum collection of
Maserati vehicles and engines valued by the Board of Directors at Lit.
3,200,000,000 ($2,015,000)) that had a book carrying value of Lit. 6,629
million. The remaining preferred and common shares formerly owned by Mr. De
Tomaso have been exchanged for an equal number of shares of newly issued common
stock, which the Company is required to register for sale at the request of the
holder.
The value of Lit. 11,826 million (Lit. 16,804 per share; $10.26 per share)
placed on the Treasury stock acquired in 1995 pursuant to the DeTomaso Agreement
represents the book value of the consideration, including taxes payable of Lit
197 million, given in exchange for the treasury stock and no net gain or loss
has been recognized on the transaction.
Under the terms of the De Tomaso Agreement, if the remaining 776,530 shares are
not sold by their current owner prior to July 17, 1998 (the third anniversary of
the Finprogetti transaction), the Company is committed to acquire the shares at
$11.27 per share. The Company has obtained a letter of credit to guarantee
payment of the repurchase price which is collateralized by certain investment
securities owned by the Company and reported in the balance sheet in the amount
of Lit. 16,518 million. The agreement also provides that (a) at any time prior
to July 17, 1998, the Company may offer to buy any part or all of such shares at
$11.27 per share and (b) if such an offer made by the Company is not accepted,
the Company's commitment to buy the remaining 776,530 shares is reduced by the
number
39
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
3. ACQUISITIONS AND PURCHASE OF TREASURY STOCK (Continued)
of shares stipulated in the offer that was not accepted. These 776,530 shares
were recorded on the balance sheet at July 17, 1995 at estimated market value of
$10.00 (Lit. 16,400 per share) as shares subject to repurchase and are not
included in shareholders' equity. The difference between $10.00 and the
redemption price of $11.27 is being amortized over the period to July 17, 1998.
Proforma information
The pro forma unaudited results of operations for the years ended December 31,
1995 and 1994, assuming the Finprogetti and Lita acquisitions and the repurchase
of shares from the former Chairman had been consummated as at January 1, 1994,
are as follows:
<TABLE>
<CAPTION>
1995 1995 1994
US$'000 Lire m. Lire m.
<S> <C> <C> <C>
Net sales 51,891 82,403 66,870
Rental income 1,242 1,972 4,640
Finance income 1,032 1,639 2,686
Net loss (4,848) (7,699) (7,021)
Net loss per common share $(1.03) Lit. (1,369) Lit. (1,499)
</TABLE>
It cannot be inferred that the proforma operating results as shown above would
have resulted had the acquisitions and repurchase of shares been consummated as
at January 1, 1994 as transactions between the entities acquired and their then
parent companies may not have occurred or may have occurred on different terms
and conditions.
4. REAL ESTATE FOR SALE
1995 1995
US$'000 Lire m.
Building ready for sale 10,249 16,276
Real estate under development
Buildings 5,568 8,842
Industrial areas 1,959 3,109
Undeveloped land 3,778 6,000
------- -------
21,554 34,227
------- -------
40
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
4. REAL ESTATE FOR SALE (Continued)
All of the real property was acquired as part of the Finprogetti transaction.
Part of one building ready for sale is rented to a third party under an
operating lease agreement expiring in 1998. A mortgage over the building and a
lien over the rentals received has been given as security for this loan (see
Note 8). The Company is seeking to dispose of this property by the end of the
second quarter of 1996. Alternatively, a sale of a significant interest in the
property with proceeds sufficient to cover all debt repayments on related loans
in 1996 is being examined, again with the objective of completion within the end
of the second quarter of 1996.
A building and contiguous industrial areas under development are mortgaged in
favor of a financial institution as collateral for a loan facility of Lit. 6,000
million, which has not yet drawn upon. Bank advances from another institution of
Lit. 4,716 million have been drawn down, secured by such loan facility and are
included in the short-term portion of real estate debt (see Note 8). The Company
has agreed in principle to sell its 66.7% interest in this property to its 25%
affiliate, Domer S.p.A. at book value. Closing of this transaction is expected
before the end of the second quarter.
Undeveloped land represents an area in Sardinia for development of hotel and
leisure facilities and is owned by the Company through an 80% interest in Grand
Hotel Bitia S.r.l. The minority shareholder has an option, expiring on June 30,
1996, to purchase the Company's interest at a price above carrying value. The
Company will examine disposal of this property following the exercise or expiry
of the outstanding option.
None of the proposed disposals have been finalized and, accordingly, no amounts
in respect of real estate are included in current assets.
5. OTHER ASSETS
1995 1995 1994
US$'000 Lire m. Lire m.
Concession rights net
of amortization of
Lit. 59 2,923 4,641 -
Tax receivables 9,160 14,546 10,292
Other 269 428 356
------- ------- -------
12,352 19,615 10,648
------ ------ ------
41
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
5. OTHER ASSETS (Continued)
A mortgage over the concession rights has been granted as collateral for certain
loans (see Note 8). The concession rights expire in February, 2041 and are being
amortized on a straight line basis. Tax receivables represent amounts for which
reimbursement has been requested. Current tax balances for value added and other
taxes to be utilized against future liabilities are included in current assets.
The times for reimbursement in Italy have, in the recent past, invariably been
in excess of 12 months and, accordingly, amounts for which reimbursement has
been requested are not classified as current assets. Interest accrues on these/
receivables at rates set from time to time by the Italian Government.
6. ADVANCES FROM BANKS AND CREDIT ARRANGEMENTS
The operating subsidiaries of the Company have lines of credit arrangements with
a number of Italian banks. Under these, the Company, at December 31, 1995, could
have borrowed up to Lit. 18,550 million ($11,681,000). The line of credit
arrangements do not have termination dates and are periodically reviewed. At the
end of March 1996, facilities totalling Lit. 23,570 million had been arranged.
The average interest rate on advances from banks was approximately 12.75% and
12.9% at December 31, 1995 and 1994. Advances from banks for finance activities
relate to factoring and leasing activities of a company acquired in the
Finprogetti acquisition and are partly secured by guarantees given by
Finprogetti S.p.A. The average interest rate on these borrowings was
approximately 12.75% as at December 31, 1995. No significant new finance
transactions will be entered into and these activities and relative facilities
will gradually expire as individual positions are closed.
7. ACCRUED EXPENSES
<TABLE>
<CAPTION>
1995 1995 1994
US$'000 Lire m. Lire m.
<S> <C> <C> <C>
Salaries, wages and related items 2,186 3,471 4,717
Value added and other non income taxes 1,001 1,590 1,550
Other accrued expenses 2,538 4,031 5,714
----- ----- ------
5,725 9,092 11,981
===== ===== ======
</TABLE>
42
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
8. LONG-TERM DEBT
Long-term debt from real estate activities:
<TABLE>
<CAPTION>
1995 1995
US$'000 Lire m.
<S> <C> <C>
Mortgage note payable secured on
land and buildings. Interest at a rate of
11.95%, payable in semi-annual installments,
final installment due in 1998 5,668 9,000
Mortgage note payable secured on land,
buildings, concession rights and lien on rents.
12.55%, payable in semi-annual
installments, final installment due in 1999 3,492 5,546
Advances in respect of mortgage loan
granted but not drawn down (see below) 2,970 4,716
12,130 19,262
Less current portion (6,014) (9,550)
----- -----
6,116 9,712
===== =====
</TABLE>
All of the above long-term debt was acquired as part of the Finprogetti
transaction (see Note 3). The Company has in place a mortgage loan facility of
Lit. 6,000 million secured on land and buildings and has drawn down advances
from another financial institution, secured by this facility, of Lit. 4,716
million ($2,970,000) which are included above. The mortgage loan, when drawn
down, will be repayable in installments.
43
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
8. LONG-TERM DEBT (Continued)
Other long-term debt:
<TABLE>
<CAPTION>
1995 1995 1994
US$'000 Lire m. Lire m.
<S> <C> <C> <C>
Mortgage note payable, collateralized by
substantially all property, plant and
equipment of the motorcycle operations.
10.08% interest p.a., payable in semi-
annual installments, including interest 1,834 2,913 3,255
Unsecured notes payable:
12.40% interest p.a., payable in semi-annual
installments, including interest 3,305 5,248 4,151
12.36% interest p.a., payable in semi-annual
installments, including interest 1,301 2,066 2,443
Unsecured note payable denominated
in Swiss Francs at 5.15% interest, p.a. - - 796
Sundry notes payable 16 25 40
6,456 10,252 10,685
Less current portion (1,175) (1,866) (5,681)
------ ------ ------
5,281 8,386 5,004
====== ====== ======
</TABLE>
As at December 31, 1994 a loan of one of the Company's subsidiaries of Lit.
4,151 million ($2,613,000) was technically in default and was classified as a
current liability. During 1995, the Company renegotiated this loan, including
accrued interest and unrealized exchange losses on a portion denominated in ECU,
in a new facility repayable over five years.
44
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
8. LONG-TERM DEBT (Continued)
Maturities of long-term debt over the next five years are as follows:
<TABLE>
<CAPTION>
Real Estate Loans Other Loans
----------------- -----------
US$'000 Lire m. US$'000 Lire m.
<S> <C> <C> <C> <C> <C>
1996 6,014 9,550 1,175 1,866
1997 3,147 4,998 1,234 1,959
1998 2,132 3,386 1,294 2,055
1999 837 1,328 1,361 2,162
2000 - - 1,008 1,601
Subsequent to 2000 - - 384 609
------ ------ ------ ------
12,130 19,262 6,456 10,252
====== ====== ====== ======
</TABLE>
As discussed in Note 4, the Company is seeking to dispose of its real estate
interests. Disposals, planned to be completed before the end of the second
quarter of 1996, would eliminate the related real estate loans above.
9. OTHER INCOME
Other income from continuing operations comprised the following:
<TABLE>
<CAPTION>
1995 1995 1994 1993
$'000 Lire m. Lire m. Lire m.
<S> <C> <C> <C> <C>
Currency exchange
gain/(loss) (279) (443) (1,022) 786
Gain on sales of assets 202 321 2,841 -
Finance income 616 978 - -
Finance expense (560) (890) - -
Other 344 547 (829) 331
------ ------ ------ ------
323 513 990 1,117
====== ====== ====== ======
</TABLE>
Finance income and expense represent the residual finance activities of
Finproservice, acquired as part of the Finprogetti acquisition in July 1995, and
whose operations are being wound down. The gain on sale of assets in 1994
derived principally from the sale of an electric power generating plant by the
motorcycle subsidiary, Moto Guzzi.
45
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
10. INCOME TAXES
Loss from continuing operations before income taxes, minority interests and
extraordinary items consisted of the following:
<TABLE>
<CAPTION>
1995 1995 1994 1993
$'000 Lire m. Lire m. Lire m.
<S> <C> <C> <C> <C>
United States (3,742) (5,942) (413) (1,650)
Italy (106) (168) (2,015) (5,074)
------ ------ ----- -----
(3,848) (6,110) (2,428) (6,724)
====== ====== ===== =====
</TABLE>
The provisions/(credit) for income taxes from continuing operations consisted of
the following:
<TABLE>
<CAPTION>
1995 1995 1994 1993
$'000 Lire m Lire m. Lire m.
<S> <C> <C> <C> <C>
Current taxation
United States - - - -
Italy 264 420 39 12%
----- ----- ----- ----
264 420 39 12
===== ===== ===== ====
Deferred taxation
United States - - - -
Italy - - - -
----- ------ ----- =====
264 420 39 12
===== ====== ===== =====
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Valuation allowances have
been recorded for the deferred tax assets as management believes it more likely
than not that these assets will not be realized. Significant components of the
Company's deferred tax assets as of December 31, 1995 are as follows:
46
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
10. INCOME TAXES (Continued)
<TABLE>
<CAPTION>
1995 1995 1994
$'000 Lire m. Lire m.
<S> <C> <C> <C>
Short-term reserves 2,666 4,234 6,574
Carrying values of fixed assets 2,023 3,212 -
Net operating loss carryforwards 8,004 12,710 21,503
Other 120 191 -
------- ------- -------
12,813 20,347 28,077
Valuation allowance (12,813) (20,347) (28,077)
------- ------- -------
Net deferred tax assets - - -
======= ======= =======
</TABLE>
The effective provision/(credit) for income taxes from continuing operations
varied from the income taxes at the statutory US federal income tax rates as
follows:
<TABLE>
<CAPTION>
1995 1995 1994 1993
$'000 Lire m. Lire m. Lire m.
<S> <C> <C> <C> <C>
Computed tax/(credit) at U.S.
federal rate (1,347) (2,138) (850) 2,353
Losses for which valuation
allowance has been provided 2,004 3,181 889 (2,341)
Utilization of tax losses (491) (780) - -
Elimination of intercompany profit 312 496 - -
Other (213) (339) - -
------ ------ ------ ----
264 420 39 12
====== ===== ====== ====
</TABLE>
At December 31, 1995 the Company had net operating loss carryforwards for
Italian income tax purposes of approximately Lit. 25,340 million ($15,958,000)
which expires as follows:
47
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
10. INCOME TAXES (Continued)
1995 1995
US$'000 Lire m.
1996 61 97
1997 2,159 3,428
1998 10,814 17,172
1999 2,218 3,522
2000 706 1,121
------ ------
15,958 25,340
====== ======
For US Federal income tax purposes, the Company has net operating loss
carryforwards of approximately US$ 6,000,000 at December 31, 1995. These losses
expire from 2003 through 2010.
United States income taxes have not been provided on unremitted earnings of
subsidiaries located outside the United States as such earnings are considered
to be permanently reinvested. Approximately Lit. 4,800 million of earnings of
foreign subsidiaries cannot be distributed under local laws.
11. CAPITAL STOCK
248,673 common stock shares issued as part of the Finprogetti acquisition (see
Note 3) do not have a right to vote until receipt of a Lit. 5,150 million tax
receivable that was included in the assets acquired.
The Company has entered into a commitment to repurchase shares from its
ex-Chairman in respect of 776,530 shares as described in Note 3 and 16.
12. STOCK OPTIONS
The Board of Directors of the Company have approved two share options plans for
1,300,000 shares in total, to be submitted to the forthcoming shareholder's
meeting for their approval.
The "1995 Non-Qualified Plan" provides for the grant of non-qualified stock
options for officers and key employees. Options over a total of 2,000,000 shares
have been authorized by the Board. Grants were made in 1995 (subject to approval
of the plans) of a total of 960,000 options at an exercise price of $12.26. The
options granted can be exercised as follows:
48
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
12. STOCK OPTIONS (Continued)
1996 228,000
1997 228,000
1998 228,000
1999 138,000
2000 138,000
Under the "1995 Director's Plan", 5,000 options will be granted annually to each
non-employee Director of the Company for each full year of service, reduced pro
rata for incomplete years of service. The exercise price is fixed as at a price
of $12.26 for 1995 and, for years after 1995, at the reported closing price of
the stock on January 2 of the following year.
When shareholders' approval is obtained, the Company will account for stock
options in accordance with APB No. 25 which requires recognition of compensation
expense when the fair value of the stock exceeds the exercise price.
13. RELATED PARTY TRANSACTIONS
Receivables from related parties and affiliated companies
1995 1995 1994
US$'000 Lire m. Lire m.
A+G Motorad GmbH 1,739 2,761 1,506
Finprogetti S.p.A. 533 847 -
Other 10 16 15
----- ----- -----
2,282 3,624 1,521
===== ===== =====
The amounts due from A+G Motorad GmbH, a 25% owned entity (1994 - 45% owned)
accounted for using the equity method, resulted from the purchase of products
and services from the Company. Sales to A+G Motorad GmbH, consisting primarily
of motorcycles and parts were Lit. 7,660 million ($4,823,000) in 1995 and Lit.
4,736 million and Lit. 5,169 million in 1994 and 1993 respectively.
The balance with Finprogetti S.p.A. results principally from balances in
existence at the date of acquisition of the Finprogetti subsidiaries.
49
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
13. RELATED PARTY TRANSACTIONS (Continued)
Amounts due to related parties and affiliated companies
1995 1995 1994
US$'000 Lire m. Lire m.
Finprogetti S.p.A. 217 345 -
Interim S.p.A. 98 155 -
Other 6 9 35
--- --- ---
321 509 35
=== === ===
Amounts due to Finprogetti S.p.A. are in respect of balances arising from a
group value added tax system in effect prior to the acquisition by the Company,
personnel of Finprogetti S.p.A. who worked for the Company from the July 17,
1995 but who become employees of the Company as at December 31, 1995 and for
office machinery and furniture sold to the Company. Amounts due to Interim
S.p.A. are in respect of real estate consulting and management services rendered
to the Company's real estate subsidiaries.
Various guarantee arrangements between the acquired Finprogetti companies and
their former parent company have expired before or shortly after December 31,
1995, with the exception of guarantees by Finprogetti S.p.A. of part of the bank
advances in respect of finance activities (see Note 7)
50
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
13. RELATED PARTY TRANSACTIONS (Continued)
Transactions and arrangements with former Chairman
The repurchase of shares formerly owned by the ex-Chairman and commitment of the
Company to acquire the remaining shares formerly owned by him are detailed in
Notes 3 and 16. The repurchase has been accounted for at cost.
Morrison Cohen Singer & Weinstein, LLP
The law firm of Morrison Cohen Singer & Weinstein, LLP, of which Howard E.
Chase, a Director of the Company and its Chief Executive Officer, was a member
until September 1, 1995, and to which he is now of counsel, was paid by the
Company and its subsidiaries in 1995 an aggregate of Lit. 1,327 million
($816,000 at the actual dollar amounts invoiced) in legal fees and disbursements
for services rendered.
The law firm of which Mr. Garavaglia, a Director of the Company, is a member was
paid an aggregate of Lit. 268 million ($169,000) by the Company and its
subsidiaries in 1995 for legal, statutory audit and tax consulting services
rendered.
Rental agreements
Currently, rent is being paid in the amount of Lit. 108 million ($68,000)
annually by Centro Ricambi, the spare parts distribution subsidiary, to DeTomaso
Modena for the 2,800 square meter distribution facility owned by the affiliate
of Mr. DeTomaso. Management believes this rate of rental conforms with
prevailing market rates. The Company plans to vacate the facility and move to
other available space.
Mr. Francesco Pugno Vanoni, a Director of the Company, and his brother own
offices in Milan which are leased to certain subsidiaries of the Company
acquired from Finprogetti at a rental of Lit. 130 million ($82,000) per year.
Management believes this rate of rental conforms with prevailing market rates.
51
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
14. EXPORT SALES AND GEOGRAPHIC INFORMATION
The Company's sales by geographic destination were as follows:
1995 1994 1993
Lire m. Lire m. Lire m.
Italy 35% 38% 35%
Europe other than Italy 49% 51% 41%
United States 6% 5% 6%
Elsewhere 10% 6% 18%
Sales to Germany represented approximately 14% of motorcycle sales in 1995. No
other country represented over 10% of motorcycle sales. As at December 31, 1995
all operating subsidiaries of the Company were located in Italy. The Company has
assets in the Unites States in respect of offices which deal with regulatory
matters and the remaining assets of a previous distribution company which have
yet to be sold. Identifiable assets in the United States are not significant.
15. INDUSTRY SEGMENT ANALYSIS
The following tables shows net sales, operating profit and identifiable assets
for the Company's industry segments:
Net Sales
<TABLE>
<CAPTION>
1995 1995 1994 1993
$'000 Lire m. Lire m. Lire m.
<S> <C> <C> <C> <C>
Motorcycles 45,878 72,854 54,961 43,593
Steel tubing 3,675 5,836 - -
Other:
Management services 961 1,526 - -
Corporate services and other 587 932 2,305 3,408
Disposed hotel operations -- Hotel Roma - - 1,073 1,027
------ ------ ------ ------
51,101 81,148 58,339 48,028
Intersegment eliminations (5,602) (8,895) (6,345) (6,109)
------ ------ ------ ------
Total net sales 45,499 72,253 51,994 41,919
====== ====== ====== ======
Real Estate - rentals 485 770 - -
====== ====== ====== ======
</TABLE>
52
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
15. INDUSTRY SEGMENT ANALYSIS (Continued)
Intersegment sales represent sales of spare parts by the Company's motorcycle
production subsidiary to its spare part distribution subsidiary, management
services provided by the Company's temporary management subsidiary and corporate
administrative services. They are accounted for at prices comparable to
unaffiliated customers.
Operating profit/(loss)
<TABLE>
<CAPTION>
1995 1995 1994 1993
$'000 Lire m. Lire m. Lire m.
<S> <C> <C> <C> <C>
Motorcycles (28) (45) (632) (846)
Steel tubing 148 235 - -
Real estate (58) (92) - -
--- --- --- ---
Operating profit/(loss) 62 98 (632) (846)
Corporate expenses less other income (4,189) (6,652) (4,368) (4,617)
Interest, net (4) (6) 1,662 (1,261)
Income taxes (264) (420) (39) (12)
----- ------ ------ -------
Loss from continuing operations (4,395) (6,980) (3,277) (6,736)
===== ===== ===== =====
</TABLE>
Operating profit/(loss) is total revenues less operating expenses, excluding
interest, corporate expenses and other income/(expense).
Capital expenditure and depreciation expense recorded in the financial
statements relate primarily to the Company's motorcycle segment in 1995, 1994
and 1993.
Identifiable assets
1995 1995 1994
$'000 Lire m. Lire m.
Motorcycles 36,937 58,656 47,206
Steel tubing 5,547 8,808 -
Real estate 26,388 41,904 -
Corporate 46,261 73,462 71,475
------- ------- -------
115,133 182,830 118,681
======= ======= =======
53
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
15. INDUSTRY SEGMENT ANALYSIS (Continued)
Identifiable assets for operating industry segments are those identifiable
assets used by those industry segments. There are no shared assets. Corporate
assets are represented by cash, investments, tax and other receivables,
financing of the operating industry segments and other assets in the course of
realization following the sale of the Company's Maserati business, disposed of
in 1993. Corporate expenses include such costs as those relating to compliance
with accounting and securities regulations, U.S. office costs, remunerations of
officers and directors who are not specifically assigned to operations of
particular segment subsidiaries, and general overhead expenses at the parent
level. Since the Company acts as an identifier, manager, and potential acquiror
of troubled operating companies, such expenses are unrelated to the operations
of the individual subsidiary companies themselves.
16. COMMITMENTS AND CONTINGENCIES
Planned stock redemption offer
The Company plans to conduct a redemption offer to purchase up to 80% of the
shares held of record by each of its public shareholders at $12.26 per share.
Such shareholders own approximately 33.45% of the Company's outstanding stock at
December 31, 1995. Shareholders owning 66.55% of the outstanding stock as at
such date have agreed not to participate. It is anticipated that the redemption
offer will be initiated before the end of the third quarter of 1996. The Company
also has a commitment to purchase the shares formerly owned by Mr. De Tomaso and
now held by a trust, as described in Note 3.
The following proforma analysis shows the effects on cash, investments and
shareholder's equity if the planned redemption offer is all cash, is accepted by
100% of those shareholders entitled to participate and the commitment to
purchase the shares formerly owned by Mr. De Tomaso were effected as at December
31, 1995:
54
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
16. COMMITMENTS AND CONTINGENCIES (Continued)
<TABLE>
<CAPTION>
Lit. m Cash Investments Equity
<S> <C> <C> <C>
Financial Statements................................... 24,137 17,176 51,221
Shares subject to repurchase .......................... - (13,897)1 (1,348)
Redemption (assuming all cash)......................... (24,564) - (25,564)2
------ ------- ------
Proforma............................................... (427) 3,279 25,309
======= ======= ======
</TABLE>
The Company is seeking to dispose of certain of its real estate interests, which
depending on the timing thereof, could provide additional cash for the planned
redemption offer, to meet its obligations arising in the ordinary course of
business and to provide funds for further investment.
The Company is required to deposit investments in the amount of Lit. 15,000
million as security for the repurchase of shares formerly owned by Mr. De
Tomaso. As at December 31, 1995, investments for a total of Lit. 16,215 million
are held as security for the repurchase. The Company, by switching the form of
the security from cash into zero coupon bonds or similar investments, should be
able to release approximately Lit. 2,000 million in available cash.
The completion of the planned redemption offer, assuming 100% acceptance of an
all cash offer, will be dependant on realizing sufficient proceeds from the sale
of fixed assets and/or arranging adequate credit facilities.
Other commitments
The Company has no other material commitments other than for purchases of goods
for production or resale in the ordinary course of business.
Litigation
The Company and its subsidiaries are involved in litigation in the normal
course of business. Management does not believe, based on the advice of its
legal advisors, that the final settlement of such litigation will have an
adverse effect on the Company's consolidated financial statements as of December
31, 1995.
- --------
(1) 776,530 shares are subject to repurchase at $11.27 per share (Lit. 13,897
million at exchange rate in effect on December 31, 1995).
(2) A maximum of 1,261,714 shares may be offered for repurchase at $12.26 per
share (Lit. 25,564 million at exchange rate in effect on December 31,
1995).
55
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
17. CONCENTRATION OF CREDIT RISKS
Concentrations of credit risk with respect to trade accounts receivable are
limited due to the large number of entities in the customer base. Sales to
governmental bodies in Italy are significant as a whole, but no single
government body represents more than 10% of net sales.
The Company is reducing the level of its finance activities acquired from
Finprogetti and does not intend to take on any significant new contracts.
The Company maintains cash and cash equivalents, short and long investments with
various financial institutions of national standing in Italy and the United
States.
18. FINANCIAL INSTRUMENTS
The Company does not normally enter into foreign exchange contracts in the
normal course of its business. In 1995, the Company entered into a domestic
currency swap through March 1996 for US $10,000,000 in respect of its intention
to conduct a redemption offer, payable in US dollars, as discussed in Note 16.
Off balance sheet risk
The Company accrued unrealized gains and losses on domestic currency swaps in
accordance with ruling exchange rates at period ends. As at December 31, 1995,
unrealized losses of Lit. 400 million were accrued and the contract recorded in
the financial statements at its fair value (determined as the amount the Company
would have received or paid to terminate the contract at the reporting date) as
a payable of approximately Lit. 400 million. In view of the imminence of the
planned redemption offer, the Company is not planning to enter into any new
arrangements.
As described in Notes 3 and 16, the Company has a commitment denominated in US
Dollars to repurchase shares formerly owned by its ex-Chairman, Mr. De Tomaso.
At the exchange rate at December 31, 1995, this commitment amounts to Lit.
13,897 million.
Fair value of financial instruments
The following methods and assumptions were used by the Company in estimating its
fair value disclosure for financial instruments.
56
<PAGE>
De Tomaso Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1995
18. FINANCIAL INSTRUMENTS (Continued)
Cash and cash equivalents: the carrying amount of cash and cash equivalents
reported by the Company approximates their fair value.
Short and long term debt: the carrying amount of the Company's borrowings under
its short-term credit arrangements, approximates their fair value. The fair
values of the Company's long-term debt are estimated using cash flow analyses,
based on the Company's incremental borrowing rates for similar types of
borrowing arrangements.
Fixed interest securities which have maturities from one to three years: fair
value for marketable quoted securities is based on market price and for non
marketable securities, is estimated using discounted cash flow analysis based on
similar investments available as at the balance sheet date. There are no
significant differences between fair value and carrying value for any of the
Company's financial instruments as at December 31, 1995.
19. SUBSEQUENT EVENTS
The Company has agreed to purchase the outstanding stock of Moto America Inc.,
the sole distributor of Moto Guzzi motorcycles in the United States. The
acquisition is not material and will be consummated by issue of stock by the
Company. It is expected that the results of Moto America, Inc. will be included
in operations from April 1, 1996.
57
<PAGE>
PART III
Item 10. Directors and Executive
Officers of the Registrant
Directors
<TABLE>
<CAPTION>
Position with Company
and Business Experience Director
Name Age During Past Five Years Since
- ---- --- ---------------------- -----
<S> <C> <C> <C>
Giovanni Avallone 54 Director; Director of Finprogetti 1995
from February 2, 1993 until June
1996; Director and President of Lita
S.p.A. since Febru ary 12, 1995;
Director of Interim S.p.A. since
April 26, 1993; Director of TIM
since December 16, 1994.
Howard E. Chase 59 Director; Secretary of the Company 1971
and Company counsel from 1971 until
Sep tember 1, 1995; Vice-President
of the Company from 1986 to October
28, 1995; partner of Morrison Cohen
Singer & Weinstein, LLP from April
1984 until September 1, 1995;
President and Chief Executive
Officer of the Company since October
28, 1995.
Albino Collini 54 Director; Executive Vice President 1995
and Chief Operating Officer of the
Company since October 28, 1995;
Director of Moto Guzzi since July
24, 1995; President of TIM S.p.A.
and predecessors since 1987;
Managing Director of Finprogetti
S.p.A. from July 20, 1995 until May
1996; Di rector of Finprogetti
International Hold ing, S.A. since
October 29, 1993; Director of
Titanus S.p.A. since May 25, 1995.
</TABLE>
58
<PAGE>
<TABLE>
<CAPTION>
Position with Company
and Business Experience Director
Name Age During Past Five Years Since
- ---- --- ---------------------- -----
<S> <C> <C> <C>
Mario Tozzi-Condivi 71 Director; Vice Chairman since 1993
October 28, 1995; Director of Moto
Guzzi, S.p.A. since July 24, 1995;
President of MAI since February
1989; Chairman of the Board of
Maserati U.K. Ltd., 1986-1987;
Independent consultant to automobile
importers, distributors and dealers
in England, Italy, Singapore and
South Afri ca, 1984-current.
Roberto Corradi 59 Director; Chairman of Progetto 1995
S.a.A. di Roberto Corradi & Co.,
architectural firm, since 1987; in
private architectural prac tice for
more than five years prior thereto.
Carlo Garavaglia 52 Director; Member
of Studio Legale Tributario
Associates, a law firm in Milan, for
more than five years; Chairman of
the Board of American Finance S.p.A.
since July 21, 1995; Director of AF
since May 1994; Director and
President of Moto Guzzi since July
24, 1995; Director of O.A.M. since
May 20, 1994; Chairman of the Board
of O.A.M since July 21, 1995;
Director of Finprogetti Investimenti
Immobiliare S.p.A. since October 8,
1993; Director of Grand Hotel Bitia
S.r.l. since March 4, 1994; Director
of TIM since December 16, 1994;
Director of Tridentis Financiere
S.r.l. since December 20, 1990;
Director of Finprogetti S.p.A. from
Sep tember 2, 1993 until June 1996.
Maria Luisa Ruzzon 49 Director of Finprogetti S.p.A. from 1995
Feb ruary 2, 1993 until June 1996.
</TABLE>
59
<PAGE>
<TABLE>
<CAPTION>
Position with Company
and Business Experience Director
Name Age During Past Five Years Since
- ---- --- ---------------------- -----
<S> <C> <C> <C>
Santiago De Tomaso 40 Director, President and Chief 1993
Operating Officer of the Company
from 1993 to October 28,1995; Sales
and Promotion Manager and Member of
the Board of Directors of DeTomaso
Modena S.p.A. for more than the past
five years; Vice Presi dent of
Immobiliare Canalgrande S.p.A. for
more than the past five years;
Administratore Unico of Storm S.r.l.
since May 18, 1992; Member of the
Boards of Directors of Moto Guzzi
S.p.A. and American Finance S.p.A.,
each for more than the past five
years.
Francesco Pugno Vanoni 66 Chairman of the Board since October 1995
28, 1995; President and director of
Finprogetti S.p.A. for more than
five prior years until June 1996;
Director of Ceccato, S.p.A. and of
Finceccato, S.p.A. for more than the
past five years.
</TABLE>
None of the above-described persons except Mr. Chase is a director of any
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1994 or of any company registered as an Investment
Company under the Investment Company Act of 1940. Mr. Chase, in 1987, be came a
director of Thoratec Laboratories, Inc., a company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934. There
is no family relationship among any of the mem bers of the Board of Directors or
the officers of the Company.
The Company has no standing nominating committee of the Board of Directors,
or committee per forming similar functions. A compensation committee was
established on October 28, 1995; Mr. Corradi is currently its sole member. An
audit committee was established in 1989 but has not held any meetings. In
respect of all of these functions, the Board has acted as a committee of the
whole. All of the current members of the Board of Directors who were or became
directors in 1995 attended at least 75% of those meetings held in such year
during their term of service, other than Mr. Corradi. The term of each Director
will expire when his successor shall have been elected and shall have qualified.
Non-employee directors will be compensated for their services as such, at the
rate of $4,000 per year. See "Compensation of Directors" below.
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<PAGE>
Messrs. Avallone, Collini, Corradi, Garavaglia, Previtali, Pugno Vanoni and
Ruzzon filed their respective initial Forms 3 later than November 10, 1995, the
date on which such filings were due following their election to the board of
directors, and did not file a Form 5 to indicate that such Forms 3 were filed
late. Messrs. Chase and Santiago De Tomaso filed their respective Forms 4 later
than December 10, 1995, the date on which such filings were due following the
granting to them of stock options, and did not file a Form 5 to indicate that
such forms were filed late.
Principal Security Holders
The following table sets forth, as at April 19, 1996, information
concerning the beneficial owner ship of voting securities of the Company by each
person who is known by Management to own beneficially more than 5% of any class
of such securities:
<TABLE>
<CAPTION>
Name and Address of Amount Bene- Percent
Title of Class Beneficial Owner ficially Owned of Class
- -------------- ---------------- -------------- --------
<S> <C> <C> <C>
Common Stock Finprogetti, S.p.A. 1,786,680(1) 37.9%
Common Stock Pirunico Trustees (Jersey)
Limited(2) 776,530 16.5%
</TABLE>
1 Of such amount, 248,673 shares are held in escrow pending satisfaction
of a condition precedent and may not be voted by Finprogetti.
Finprogetti therefore may vote 32.6% of all votes entitled to be cast.
Such amount excludes 165,974 owned beneficially by Albino Collini.
2 Pirunico Trustees (Jersey) Limited is the trustee of a trust which
acquired by gift shares formerly owned by the Company's former
principal shareholder.
Executive Officers
<TABLE>
<CAPTION>
Position with Company
and Business Experience
Name Age During Past Five Years
---- --- ----------------------
<S> <C> <C>
Francesco Pugno Vanoni 1
Howard E. Chase (1)
Albino Collini (1)
Santiago De Tomaso (1)
Mario Tozzi Condivi (1)
</TABLE>
61
<PAGE>
<TABLE>
<CAPTION>
Position with Company
and Business Experience
Name Age During Past Five Years
---- --- ----------------------
<S> <C> <C>
Carlo Previtali 52 Director of Finprogetti International Holding, S.A. from November 1988 to
December 1994; Director of Nolan S.r.l. from May 1989 to November 1990; Director
of Serfin S.r.l. from October 1989 to July 1992; Chief Executive Officer of
Profin S.p.A. from January 1990 to December 1995; Director of Idea Uno S.r.l.
from February 1990 to June 1992; Director of Cem S.p.A. from March 1990 to
January 1991; Chief Executive Officer of Unifin, S.r.l. from March 1990 to
October 1991; Director of Fin promerchant, S.r.l. from June 1990 to October
1992; President of San Giorgio S.r.l. (a non-executive title) from July 1990 to
November 1993; Director of Fintrade S.p.A. from September 1990 to February 1994;
Director of Finprogetti Immobiliari, S.p.A. from May 1991 to May 1994; Director
of Progetti Cosmetics S.r.l. from June 1991 to June 1994; Director of Oikos
S.r.l. from September 1991 to March 1993; Director of Team Finanziaria S.r.l.
from October 1991 to July 1993; Director of Codd And Date, S.p.A. from December
1992 to February 1994; President of Penice Immobiliari S.r.l. from January 1993
to December 1994; Chief Executive Officer of Finprogetti Investimenti
Immobiliare, S.p.A. from February 1993 to October 1995; Director of
Finproservice, S.p.A. from March 1993 to September 1994; Director of O.A.M.,
S.p.A. from July 1995 to December 1997; Director of American Finance, S.p.A.
from July 1995 to December 1997; Director of Opticos S.r.l. from May 1983 to
July 1991; President of Trimi S.r.l. from April 1990 to October 1992; San
Giorgio S.r.l., in which Mr. Previtali held a non-executive post until he
resigned in November 1993, has been in "controlled administration" in Italy
since 1995. Controlled Administration is roughly analogous to United States
bankruptcy reorganization. Officer of Finprogetti S.p.A. from 1993 utnil June
1996.
Catherine D. Germano 67 Assistant Treasurer and Assistant Secretary; Treasurer and Secretary of the
Company from 1973 until October 28, 1995.
</TABLE>
- -----------------------------
1 Information relating to the ages, positions with the Company and past
business experience of Messrs. Chase, Collini, Tozzi-Condivi, Pugno
Vanoni and DeTomaso is set forth above under "Directors." All
executive officers will serve in their respective capacities until
their successors shall have been elected and shall have qualified.
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<PAGE>
Item 12. Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth, as at April 19, 1996, information
concerning the beneficial owner ship of voting securities of the Company by all
Directors or nominees, individually, and by all Directors and Officers as a
group:
<TABLE>
<CAPTION>
Number of Shares
Title of of Common Stock Percent
Class Beneficially Owned of Class
<S> <C> <C> <C>
Albino Collini(1) Common 165,974 3.4
Patrick D'Angelo(2) Common 50,900 1.1
Francesco Pugno Vanoni(1) Common 32,971 0.7
All officers and
Directors as a
Group Common 439,8433 8.9
</TABLE>
- -----------------------------
1 Mr. Collini is a former officer of, and Mr. Pugno Vanoni is a former
officer and director and a current shareholder of Finprogetti, S.p.A.,
which beneficially owns 1,786,680 shares. While neither has authority
to dispose of or vote the shares of Finprogetti, and dis claims
beneficial ownership thereof, since Finprogetti has agreed to vote its
shares in favor of the nominated slate of directors and in favor of
ratifying the Maserati Sale, for those purposes only, they each could
be deemed to beneficially own the shares held by Finprogetti. Of the
shares owned beneficially by Mr. Collini, 135,974 are held of record
by Tairona, S.A., a Luxembourg corporation affiliated with Mr.
Collini, and 30,000 represent options exercisable within 60 days.
2 Mr. D'Angelo was a member of the Board of Directors until April 23,
1996, when he resigned in disagreement over the timing of and payment
terms embodied in the planned stock repurchase program being
considered by the Board of Directors.
3 Includes 228,000 shares purchasable upon exercise of options
exercisable within 60 days.
Retirement of Former Chairman; Repurchase of Former Chairman's Shares
On April 10, 1995, the Company entered into an agreement with Alejandro
DeTomaso, the then-Chairman of the Board of the Company, under which the Company
would repurchase Mr. DeTomaso's 1,000,000 shares of preferred stock and 480,304
shares of common stock at a negotiated
63
<PAGE>
price of Lit. 18,400 per share, converted into dollars at the exchange rate in
effect on the closing date of 1,637 lire per dollar. Mr. DeTomaso thereafter
conveyed his stock to an individual who reconveyed such stock to two trusts,
which assumed his obligations and rights under the agreement.
Performance under such repurchase agreement was made conditional upon the
consummation of the Finprogetti Acquisition, which occurred on July 17, 1995.
Contemporaneously with the closing of that transaction, 703,774 of the preferred
and common shares formerly owned by Mr. DeTomaso were delivered to the Company
in exchange for the Company's interests in the Hotel Canalgrande and the Hotel
Roma, its two hotel properties, valued by the Board of Directors at Lit.
4,700,000,000 ($2,960,000) in the aggregate based upon independent appraisals, a
collection of Maserati vehicles and engines valued by the Board at Lit.
3,200,000,000 ($2,015,000) and Lit. 5,000,000,000 ($3,149,000) in cash. The
transaction was accounted for at the assets' aggregate book value of Lit.
6,629,000,000 ($4,174,000) and no gain or loss resulted. The remaining preferred
and common shares formerly held by Mr. DeTomaso were exchanged for an equal
number of shares of newly issued common stock, which the Company is required to
register for sale at the request of the holder. Each share of preferred and
common stock was valued identically because Mr. De Tomaso agreed not to accept
any premium for his preferred stock, despite its three-vote per share
preference. If those shares are not sold prior to the third anniversary of the
Finprogetti transaction, they will be acquired by the Company at the Lit. 18,400
per share price. A bank letter of credit has been obtained by the Company to
guaranty payment of the repurchase price, secured by cash and certain investment
securities owned by the Company. See also Note 3 of Notes to Consolidated
Financial Statements. Management believes that the transaction with Mr. De
Tomaso was on terms as favorable as those which would have been available from
an independent third party.
Chrysler Corporation, which had acquired an option from Mr. DeTomaso to
purchase all of his shares upon the earlier of his disability or January 1,
1996, which option expired unexercised, had also acquired a co-extensive right
of first refusal to purchase Mr. DeTomaso's equity interest in the Company on
the same terms and conditions as any potential purchaser offered. The right of
first refusal expired with the option.
Contemporaneously with the repurchase of the initial block of shares
formerly held by Mr. DeTomaso, Mr. DeTomaso resigned all directorships and
offices which he had held in the Company and all of its subsidiaries.
Item 13 Certain Relationships and Related Transactions
In 1995 the Company repurchased shares formerly owned by its former
Chairman of the Board, and agreed to repurchase the remaining 776,530 shares
formerly so held. See "Retirement of Former Chairman, Repurchase of Former
Chairman's Shares", above.
64
<PAGE>
The law firm of Morrison Cohen Singer & Weinstein, LLP, of which Howard E.
Chase, a Director of the Company and its Chief Executive Officer, was a member
until September 1, 1995, and to which he is now of counsel, was paid by the
Company and its subsidiaries in 1995 an aggregate of $714,831 in legal fees and
disbursements for services rendered in 1995 and previous years. Fees paid by the
Company and subsidiaries to Morrison Cohen Singer & Weinstein, LLP in such
period did not exceed 5% of such firm's gross revenues for that period.
Como Consultants Limited, an Isle of Jersey company which employs Mario
Tozzi-Condivi, a Director of the Company and its Vice-Chairman, was paid an
aggregate of $146,565 in 1995 for consulting services rendered to the Company
and to its MAI subsidiary by Mr. Condivi.
The law firm of which Mr. Carlo Garavaglia is a member was paid an
aggregate of Lit. 268,000,000 ($169,000) by the Company and its subsidiaries in
1995 for legal and statutory auditing services rendered.
Mr. Pugno Vanoni and his brother own offices in Milan which are leased to
certain subsidiaries of the Company acquired from Finprogetti at a rental of Lit
130,000,000 ($82,000) per year.
Mr. Previtali is a former officer of Finprogetti, S.p.A. which charged the
Company office expenses of approximately $170,000 in 1995 for its usage of
Finprogetti facilities. Management believes that such expenses were comparable
to expenses which would have been charged by third parties.
65
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: July 23, 1996 By:/s/ Howard E. Chase
-----------------------------
Howard E. Chase, President
Date: July 23, 1996 By:/s/ Carlo Previtali
-----------------------------
Carlo Previtali, Secretary
