<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended June 30, 1997
------------------------------------------------
OR
( ) TRANSITION PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-2642
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TRIDENT ROWAN GROUP, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
- ---------------------------------------------- -----------
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
Two Worlds Fair Drive, Somerset, NJ 08873
- --------------------------------------------------------------------------------
(Address of principal executive offices - Zip Code)
(908) 868-9000
----------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by court. Yes __ No __
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. Common Stock $0.01 par
value, 5,130,160 shares.
<PAGE>
PART I
FINANCIAL INFORMATION
2
<PAGE>
TRIDENT ROWAN GROUP, INC
Consolidated Condensed Balance Sheets
June 30, 1997
<TABLE>
<CAPTION>
June 30 June 30 Dec. 31
1997 1997 1996
US$'000 Lire m. Lire m.
Unaudited Unaudited Note
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents.......................................... $ 9,345 Lit. 15,877 Lit. 8,281
Receivables........................................................ 26,805 45,542 40,734
Trade, less allowance Lit. 1,346 (1996 Lit.1,300)................ 18,117 30,781 32,261
Finance receivables, less allowance Lit.1,000 (1996
Lit.2,400)....................................................... 1,422 2,416 3,573
Receivables from related parties................................. 5,290 8,988 63
Other receivables................................................ 1,976 3,357 4,837
Inventories........................................................ 22,393 38,045 32,838
Raw materials, spare parts and work-in-process................... 14,826 25,190 22,256
Finished products................................................ 7,566 12,855 10,582
Prepaid expenses................................................... 989 1,680 1,231
---------- --------- ---------
TOTAL CURRENT ASSETS 59,532 101,144 83,084
---------- --------- ---------
Property, plant and equipment...................................... 8,526 14,487 13,922
At cost.......................................................... 22,678 38,531 36,638
Less allowances for depreciation................................. (14,152) (24,044) (22,716)
Trademarks and other intangible assets, net of
amortization of Lit. 1,000 (1996 Lit. 750)....................... 2,354 4,000 4,250
Goodwill, net of amortization of Lit. 386 (1996
Lit. 283)........................................................ 831 1,412 1,515
Real estate for development, net of reserve of
Lit. 2,500...................................................... 2,060 3,500 3,500
Real estate for sale.............................................. - - 15,100
Investments in unconsolidated companies............................ 923 1,568 1,574
Receivables from related parties................................... 2,771 4,708 4,708
Marketable & other securities and investments,
at cost.......................................................... 8,998 15,288 15,004
Other assets....................................................... 8,119 13,795 13,855
---------- --------- ---------
TOTAL ASSETS $ 94,114 Lit. 159,902 Lit. 156,512
---------- --------- ---------
---------- --------- ---------
</TABLE>
Note: The balance sheet as at December 31, 1996 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
See Notes to Consolidated Condensed Financial Statements
3
<PAGE>
TRIDENT ROWAN GROUP, INC.
Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>
June 30 June 30 Dec. 31
1997 1997 1996
US$'000 Lire m. Lire m.
Unaudited Unaudited Note
<S> <C> <C> <C>
LIABILITIES
Advances from banks.............................................. $ 19,406 Lit. 32,972 Lit. 25,344
Advances from banks for finance activities....................... 1,629 2,767 4,439
Current portion of long-term real estate debt.................... - - 4,998
Current portion of other long-term debt.......................... 1,403 2,384 2,270
Accounts payable................................................. 14,789 25,129 25,571
Accrued expenses and other payables.............................. 7,850 13,337 11,434
---------- --------- ---------
TOTAL CURRENT LIABILITIES 45,077 76,589 74,056
---------- --------- ---------
Long-term real estate debt, less current portion.................. - - 4,714
Other long-term debt, less current portion........................ 6,244 10,608 11,754
Termination indemnities........................................... 4,983 8,466 8,031
Provision for claims.............................................. 1,925 3,270 3,270
Minority interests................................................ 8,516 14,469 14,788
Preferred stock of subsidiary..................................... 5,896 10,017 5,101
Common stock subject to repurchase................................ 9,928 16,868 13,968
SHAREHOLDERS' EQUITY 11,545 19,615 20,830
Common stock, par value $0.01 per share:
Authorized 10,000,000 shares;
5,130,160 shares issued and outstanding;
less 947,260 subject to repurchase........................... 52 88 69
Additional paid in capital..................................... 51,993 88,336 77,145
Treasury stock, at cost........................................ (16,398) (27,861) (27,411)
Cumulative translation adjustment.............................. (57) (97) 1,854
Accretion expense and related exchange movements............... (965) (1,640) 100
Deficit........................................................ (23,080) (39,931) (30,927)
---------- --------- ---------
$ 94,114 Lit. 159,902 Lit. 156,512
---------- --------- ---------
---------- --------- ---------
</TABLE>
Note: The balance sheet as at December 31, 1996 has been derived from the
audited financial statements at that date but does not include all
of the information and footnotes required by generally accepted
accounting principles.
See Notes to Consolidated Condensed Financial Statements
4
<PAGE>
TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Operations
<TABLE>
<CAPTION>
June 30 June 30 June 30
1997 1997 1996
US$'000 Lire m. Lire m.
<S> <C> <C> <C>
Net sales....................................................... $ 17,420 Lit. 29,597 Lit. 25,343
Cost of sales................................................... (14,946) (25,394) (19,980)
---------- --------- ---------
2,474 4,203 5,363
Selling, general and administrative expenses.................... (3,972) (6,749) (5,416)
Research and development........................................ (268) (455) (240)
Rental income................................................... 18 30 375
Other income/(expense), net..................................... 225 383 (218)
---------- --------- ---------
(1,523) (2,588) (136)
Interest expense............................................... (688) (1,169) (1,499)
Interest income................................................ 234 397 1,389
---------- --------- ---------
Loss from operations before income taxes and
minority interests...................................... (1,977) (3,360) (246)
Income taxes................................................... 50 85 (514)
Minority interests............................................. 222 377 (191)
Amortization of premium for redemption of
preferred stock of subsidiary................................. (411) (698) -
Charge for issuance of warrants................................ (1,250) (2,124) -
---------- --------- ---------
Net loss....................................................... $ (3,366) Lit. (5,720) Lit. (951)
---------- --------- ---------
---------- --------- ---------
LOSS PER SHARE US $ Lire Lire
Net loss per share............................................. $ (0.79) Lit. (1,347) Lit. (200)
---------- --------- ---------
---------- --------- ---------
Weighted average number of common shares
outstanding during the period................................ 4,245,947 4,245,947 4,742,865
---------- --------- ---------
---------- --------- ---------
</TABLE>
See Notes to Consolidated Condensed Financial Statements
5
<PAGE>
TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Operations
6 Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
June 30 June 30 June 30
1997 1997 1996
US$'000 Lire m. Lire m.
<S> <C> <C> <C>
Net sales....................................................... $ 31,364 Lit. 53,287 Lit. 49,001
Cost of sales................................................... (26,891) (45,687) (41,797)
------------ -------- --------
4,473 7,600 7,204
Selling, general and administrative expenses.................... (6,918) (11,754) (9,817)
Research and development........................................ (528) (897) (326)
Rental income................................................... 232 395 750
Other income, net............................................... 1,322 2,246 (87)
------------ -------- --------
(1,419) (2,410) (2,276)
Interest expense................................................ (1,519) (2,581) (3,177)
Interest income................................................. 464 789 2,039
------------ -------- ---------
Loss from operations before income taxes and minority
interests................................................... (2,474) (4,202) (3,414)
Income taxes.................................................... (173) (294) (592)
Minority interests.............................................. 188 319 (349)
Amortization of premium for redemption of
preferred stock of subsidiary................................... (1,167) (1,983) -
Charge for issuance of warrants................................. (1,250) (2,124) -
------------ -------- ---------
Net loss........................................................ $ (4,876) Lit. (8,284) Lit. (4,355)
------------ -------- ---------
------------ -------- ---------
LOSS PER SHARE US $ Lire Lire
Net loss per share.............................................. $ (1.20) Lit. (2,033) Lit. (918)
------------ -------- ---------
------------ -------- ---------
Weighted average number of common shares
outstanding during the period................................... 4,075,192 4,075,192 4,742,865
------------ --------- ---------
------------ --------- ---------
</TABLE>
See Notes to Consolidated Condensed Financial Statements
6
<PAGE>
TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Cash Flows
6 Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
June 30 June 30 June 30
1997 1997 1996*
US$'000 Lire m. Lire m.
<S> <C> <C> <C>
Net loss......................................................... $ (4,876) Lit. (8,284) Lit. (4,355)
Adjustments to reconcile net loss to net
cash used by operating activities:.............................. (617) (1,048) (1,893)
------------ -------- --------
Net cash used by operating activities............................ (5,493) (9,332) (6,248)
------------ -------- --------
Investing activities:
Net increase in investments and securities....................... (168) (285) (2,896)
Sale/purchase of subsidiaries, less cash disposed/acquired 1,157 1,966 549
Purchases of property, plant and equipment....................... (1,094) (1,858) (3,214)
------------ -------- --------
Net cash used in investing activities............................ (105) (177) (5,561)
------------ -------- --------
Financing activities:
Increase in advances from banks.................................. 3,506 5,956 8,844
Sale of preferred stock of subsidiary............................ 1,726 2,933 -
Proceeds from share issues....................................... 6,037 10,256 -
Repurchases of shares............................................ (265) (450) -
Proceeds from long-term debt..................................... 61 103 771
Principal payments of long-term debt............................. (1,075) (1,827) (3,754)
------------ -------- --------
Net cash provided by financing activities........................ 9,990 16,971 5,861
------------ -------- --------
Increase/(decrease) in cash and cash equivalents................. 4,392 7,462 (5,948)
Effect of exchange rate changes on cash and cash
equivalents................................................... 79 134 (124)
Cash and cash equivalents, beginning of period................... 4,874 8,281 24,137
------------ -------- --------
Cash and cash equivalents, end of period......................... $ 9,345 Lit. 15,877 Lit. 18,065
------------ -------- --------
------------ -------- --------
</TABLE>
* Reclassified to conform to June 30, 1997 presentation
Supplemental Information on non-cash transactions
As described in Note 2, the Company disposed of its real estate subsidiary in
the first quarter of 1997, eliminating real estate of Lit. 15,100 million and
real estate loans of Lit. 9,379 million. The Company received Lit. 2,428
million of the sales proceeds in the period ended June 30, 1997 (which amount is
included, net of cash disposed of Lit. 411 million, in the item "Sale/purchase
of subsidiaries, less cash disposed/acquired") and Lit. 3,650 million is
included in related party receivables in respect of further amounts to be
received.
See Notes to Consolidated Condensed Financial Statements
7
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1997
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. For a summary of the Registrant's accounting principles, and other
footnote information, reference is made to the Registrant's 1996 Annual Report
on Form 10-K. All adjustments necessary for the fair presentation of the results
of operations for the interim periods covered by this report have been included.
All of such adjustments are of a normal and recurring nature. The results of
operations for the three and six months ended June 30, 1997 are not necessarily
indicative of the operating results for the full year.
The primary financial statements are shown in Italian lire because all of the
Company's material operating entities are based and operate entirely in Italy.
Translation of lire amounts into U.S. Dollar amounts is included solely for the
convenience of the readers of the financial statements and has been made at the
rate of Lire 1,699 to U.S. $1, the approximate exchange rate at June 30, 1997.
It should not be construed that the assets and liabilities, expressed in US
dollar equivalents, can actually be realized in or extinguished by U.S. dollars
at that or any other rate.
In February, 1997, the FASB issued Statement No. 128, "Earnings per Share",
which is required to be adopted in 1998. Implementation of Statement No. 128,
which will require the Company to report "Basic Earnings per Share" and "Diluted
Earnings per Share", will not have a material impact on the earnings per share
amounts as currently reported by the Company.
NOTE 2 DISPOSAL OF REAL ESTATE SUBSIDIARY
On March 18, 1997, the Company entered into an agreement to sell its Cologne,
Italy property to a Company affiliated with Rag. Bertoni, a shareholder of the
Company and of Finprogetti, the Company's then largest shareholder (See also
Note 4 below). The agreement was consummated on April 15, 1997 by transfer of
the shares of Finprogetti Investimenti Immobiliari S.p.A., the subsidiary
holding the Cologne property. Under the terms of the agreement, the purchaser
assumed the mortgage loans over the property and paid Lit. 500 million on March
18, 1997, and Lit. 1,928 million on April 15, 1997. A further Lit. 2,040
million was received on July 1, 1997 and Lit. 2,040 million is due on December
31, 1997. 120,000 shares of the Company's common stock were deposited as
security for the final installment.
The Company has granted the purchaser an option to settle the final installment
in cash of Lit. 2,040 million or by way of paying in up to 120,000 shares of
the Company's common stock to be valued at the higher of $10.00 and the market
value of the shares as at December 31, 1997. The Company reclassified these
120,000 shares subject to the option from "Shareholders' equity" to "Shares
subject to repurchase" at their estimated fair value, at the date of the
transaction, of $8.00 (Lit. 13,416) per share in an amount of Lit. 1,610
million ($960,000).
The net amount due of Lit. 3,650 million (after adjustment for the fair value of
the 120,000 shares to Lit. 1,610 million in respect of the last installment) is
included in the Balance Sheet in "Receivables from Related Parties".
8
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1997
NOTE 2 DISPOSAL OF REAL ESTATE SUBSIDIARY (Continued)
As part of the agreement, the Company has also guaranteed 80% of the current
level of rentals for a period of one year in the case that the existing rental
contract is not renewed in July 1998. The Company has the right, in such
circumstances, to seek other tenants and mitigate this contingent liability.
NOTE 3 COMPLETION OF SALE OF PREFERRED STOCK OF SUBSIDIARY
The Company's newly formed wholly-owned subsidiary, Moto Guzzi Corp., acquired
all of the equity interest of the Company in Moto Guzzi S.p.A. and in Moto
America Inc. in exchange for 6,000,000 shares of common stock of Moto Guzzi
Corp. In December 1996 and January 1997, Moto Guzzi Corp. consummated a private
offering of convertible preferred stock and common stock purchase warrants which
raised an aggregate of approximately $5,250,000 (Lit. 8,034 million at the then
prevailing exchange rates) for Moto Guzzi Corp., net of expenses. Moto Guzzi
Corp. issued 1,500,000 units, each consisting of one share of Class A
Convertible Preferred Stock and one common stock purchase warrant exercisable
for three years for the lesser of $4.00 or the initial public offering price of
the common stock. The preferred stock is convertible at the option of the
holder into an equal number of shares of common stock, subject to adjustment to
protect against events of dilution and is automatically converted upon
consummation of an initial public offering of Moto Guzzi Corp. common stock
which raises gross proceeds of at least $8,000,000. The conversion rate for the
preferred stock in such event will be the lesser of the then applicable
conversion rate or 75% of the per share initial offering price. If such an
initial public offering is not consummated by June 30, 1998, the holders of a
majority of the shares of preferred stock will have the right to select a
majority of the Moto Guzzi Corp. board of directors. The holders of the
Preferred Stock also have a right to redeem their shares at $8.00 per share if
no public offering is completed on or before January 16, 2002.
The Moto Guzzi Corp. preferred stock was recorded in the consolidated balance
sheet as preferred stock of subsidiary in the amount of Lit. 5,101 million at
December 31, 1996 and a further Lit. 2,933 million was recorded in January 1997
as a result of the completion of the private placement. At June 30, 1997, the
Company has recorded Lit. 1,983 million as accretion expense in the statement of
operations to reflect amortization of the difference between the net proceeds
received and the contingent redemption of such shares in January 2002 and the
effects of changing exchange rates on such repurchase commitment.
NOTE 4 CHANGE OF CONTROL
Finprogetti S.p.A., then the largest shareholder of the Company, sold to Tamarix
Investors, LDC on May 2, 1997, 900,000 shares of the Company's common stock.
Tamarix and Finprogetti agreed that Finprogetti shall have a put right and
Tamarix shall have a call right with respect to an additional 735,000 shares of
common stock owned by Finprogetti. The put option is exercisable for a one year
period, beginning on May 3, 1998 and the call option is exercisable during the
two years through May 2, 1999. During such two year period, Tamarix has a proxy
from Finprogetti to vote such 735,000 shares.
In addition, Finprogetti delivered the resignations from the Company's Board of
Directors of five persons who had been nominated at the request of Finprogetti.
In connection with the foregoing the
9
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1997
NOTE 4 CHANGE OF CONTROL (Continued)
Company entered an agreement on April 8, 1997 to (a) engage Tamarix Capital
Corporation to provide financial advisory services to the Company at a cost of
$200,000 per year, (b) issue to Centaurus Management Ltd., the Manager of
Tamarix, a warrant to purchase 1,250,000 shares of common stock with an exercise
price equal to the offering price per share of common stock of $6.00 in the
public securities offering of the Company completed on June 6, 1997 (See Note 5,
below), exercisable for a three year period, (c) register the shares of the
Company purchased from Finprogetti as well as the shares underlying such
warrants, and (d) cause the By-Laws or the Certificate of Incorporation of the
Company to be amended to provide for (i) a staggered Board of Directors which
shall include at least one person nominated by Tamarix in each of the three
classes, (ii) provide for a representative of Tamarix to be Chairman of the
Board of the Company, (iii) provide that Tamarix's consent will be required to
further amend the Company's Certificate of Incorporation, and (iv) require that
the Board of Directors be expanded and limited to not more than 11 members, such
Board to include the Tamarix nominees and an additional three independent
directors who are experienced in business matters and otherwise reasonably
acceptable to Tamarix.
The Company has estimated the fair value of the warrants issued to Centaurus
Management Ltd., the manager of Tamarix Investors LDC, as an inducement to
acquiring Finprogetti S.p.A.'s shares of the Company's common stock, at $1 per
warrant. The Company has accounted for the issuance of the warrants by
crediting additional paid-in capital in the amount of $1,250,000 (Lit. 2,124
million) and charging such amount to the statement of operations as a charge
for issuance of warrants.
NOTE 5 PUBLIC OFFERING OF THE COMPANY'S SECURITIES
On June 6, 1997, the Company completed a public offering of its securities (the
"Offering"), issuing 1,250,000 shares of common stock at $6.00 per share and
1,437,500 Redeemable Common Stock Purchase Warrants at $0.10 per Warrant. Each
Warrant is exercisable for five years at an exercise price of $7.20 per share of
Common Stock. The Company may redeem the Warrants at a price of $0.01 per
Warrant at any time if notice of not less than 30 days is given and the last
sale price of the Common Stock has been at least $9.60 on all 20 trading days
ending on the third day prior to the day on which notice is given. The Company
also sold for $100 to GKN Securities Corp., the Representative of the
underwriters for the Offering, an option to purchase up to 125,000 shares of
Common Stock and/or 125,000 Warrants. The option is exercisable for four years
commencing June 6, 1998 at an exercise price of $6.12 per share of Common Stock
and $0.102 per Warrant.
The gross proceeds of the Offering amounted to $7,643,750 and the net proceeds,
after underwriting commissions and other costs, received by the Company amounted
to approximately $6,037,000 equivalent to Lit. 10,256 million at the exchange
rate as at June 30, 1997 of $1 to Lit. 1,699.
10
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
RESULTS OF OPERATIONS
3 MONTHS ENDED JUNE 30, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
Lire m. Lire m.
<S> <C> <C>
Net sales........................................................ 29,597 100.0% 25,343 100.0%
Cost of sales.................................................... (25,394) (85.8%) (19,980) (78.8%)
----------- ---------
4,203 14.2% 5,363 21.2%
Selling, general and administrative expenses.................... (6,749) (22.8%) (5,416) (21.4%)
Research & product development.................................. (455) (1.5%) (240) (0.9%)
Rental income................................................... 30 0.1% 375 1.5%
Other income, net............................................... 383 1.3% (218) (0.9%)
----------- ---------
(2,588) (8.7%) (136) (0.5%)
Interest expense................................................. (1,169) (3.9%) (1,499) (5.9%)
Interest income.................................................. 397 1.3% 1,389 5.5%
----------- ---------
Loss before income taxes and minority interests.................. (3,360) (11.4%) (246) (1.0%)
Income taxes..................................................... 85 0.3% (514) (2.0%)
Minority interests................................................ 377 1.3% (191) (0.8%)
Amortization of premium for redemption of
preferred stock of subsidiary.................................... (698) (2.4%) - -
Charge for issuance of warrants .................................. (2,124) (7.2%) - -
----------- ---------
Net loss.......................................................... (5,720) (14.4%) (951) (3.8%)
----------- ---------
----------- ---------
Net Sales 1997 1996 %Change
Motorcycles*...................................................... 23,253 19,797 17.5%
Steel tubing...................................................... 5,779 5,162 12.0%
Corporate & other................................................. 715 703 1.7%
Intersegment eliminations......................................... (150) (319) (53.0%)
----------- --------- ---------
29,597 25,343 16.8%
----------- --------- ---------
----------- --------- ---------
</TABLE>
* Motorcycle segment sales net of intrasegment eliminations
The increase in net sales of motorcycles is mainly due to higher sales at
Moto America and inclusion of the results of operations of the new Moto Guzzi
France distributor, which reports higher sales prices than at the factory,
and improvement in the sales mix with increased sales of larger, more
expensive motorcycles. Unit sales of Moto Guzzi S.p.A. amounted to 1,640
compared to 1,628 in the corresponding period of 1996, an increase of 0.7%.
11
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
The increase in net sales of L.I.T.A. is mainly due to volumes which increased
13.2% to 3,966 tons.
COST OF SALES, MARGINS AND PRODUCTION
Margins, nevertheless, fell from 21.2% in 1996 to 14.2% in 1997 due to a
decline in margins overall at Moto Guzzi, offset by improvements at L.I.T.A.
The decline at Moto Guzzi is principally due to increased material and
variable production costs principally derived from higher component prices
and increased component outsourcing which the Company elected not to pass on
to customers through increased selling prices in favor of pursuing an
increase in market share. 1996 margins had benefited from increases in
selling prices, effective from March 1996, averaging 5%; no further price
increases have been made since such time. The Company's policy, of
outsourcing more components to increase production capacity, has also
negatively impacted margins as production and sales volumes were largely
unchanged from the comparable 1996 period levels. Planned increases in Moto
Guzzi production and sales in the second half of 1997, if realized, should
result in improved margins. Margins were favorably impacted by contrast, by
increased sales in the United States by Moto America and from Moto Guzzi
France, which was operative from the end of the first quarter of 1997.
1,644 units were completed at Moto Guzzi in the three months to June 30, 1997
compared to 1,760 units in the corresponding period in 1996. The decrease is
principally due to changes in the levels of units-in-progress at the beginning
and ends of the periods. Underlying production rates in the two periods,
excluding the effects of opening and closing inventories of incomplete units,
are comparable.
Improvements at L.I.T.A. primarily reflect a recovery in 1997 of margins to
normal levels; in 1996, margins were adversely affected by losses on inventory
due to sharp decreases in the price of the steel L.I.T.A. purchased and in the
selling prices charged by L.I.T.A. to its customers for its finished products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased by Lit. 1,333 million, or
24.6%, over 1996. The increase was primarily in the motorcycle segment and
reflects higher selling and administrative costs at Moto America Inc. because of
increased business levels, the inclusion of operations of Moto Guzzi France, and
increased costs at Moto Guzzi S.p.A. reflecting additional personnel in sales
and marketing, product development and information systems, and additional
senior executive personnel, hired to begin to implement Moto Guzzi's strategic
growth plan.
OTHER INCOME, NET
In 1997 and 1996, other income/(expense) is principally composed of exchange
gains/(losses).
INTEREST INCOME AND EXPENSE
Interest income declined due to reduced liquidity as a result of payments in
November 1996 to consummate the Company's share repurchase program and the
funding of losses incurred by the Company. Interest rates also declined in 1997
compared to 1996.
12
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
Interest expense declined primarily as a result of lower indebtedness.
Indebtedness from real estate activities was eliminated with the sale of the
Company's Cologne property in the first quarter of 1997.
AMORTIZATION OF PREMIUM FOR REDEMPTION OF PREFERRED STOCK OF SUBSIDIARY
The Company recorded accretion expense in its statement of operations for the
1997 three month period of Lit. 698 million ($411,000) in respect of the
obligation of its Moto Guzzi Corp. subsidiary to redeem its outstanding class of
preferred stock in January 2002 for an aggregate cost of $12,000,000 upon the
occurrence of certain conditions. The accretion expense includes amounts for
the effects of exchange rates on this obligation, denominated in U.S. dollars.
There was no comparable expense in 1996.
CHARGE FOR ISSUANCE OF WARRANTS
In connection with and as an inducement for Tamarix Investors LDC to enter into
its share purchase transaction with Finprogetti S.p.A., during the second
quarter of 1997, the Company issued to Centaurus Management Ltd., the manager of
Tamarix, 1,250,000 common stock purchase warrants, and recorded a charge against
results for the quarter of Lit. 2,124 million ($1,250,000).
NET LOSS
Overall, the Company's net loss increased from Lit. 951 million to Lit. 5,720
million ($3,366,000) in the three months ended June 30, 1997 compared to the
1996 period. The Company's operating loss (sales less costs of sales and
selling, general and administrative expenses) increased from Lit. 136 million
to Lit. 2,588 million ($1,523,000) due principally to lower margins and
increased selling general and administrative expenses at Moto Guzzi, offset
partially by improved results at L.I.T.A.
13
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
RESULTS OF OPERATIONS
3 MONTHS ENDED JUNE 30, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
Lire m. Lire m.
<S> <C> <C>
Net sales........................................................ 53,287 100.0% 49,001 100.0%
Cost of sales.................................................... (45,687) (85.8%) (41,797) (85.3%)
----------- ---------
7,600 14.3% 7,204 14.7%
Selling, general and administrative expenses.................... (11,754) (22.1%) (9,817) (20.0%)
Research & product development.................................. (897) (1.7%) (326) (0.7%)
Rental income................................................... 395 0.7% 750 1.5%
Other income, net............................................... 2,246 4.2% (87) (0.2%)
----------- ---------
(2,410) (4.5%) (2,276) (4.6%)
Interest expense................................................. (2,581) (4.8%) (3,177) (6.5%)
Interest income.................................................. 789 1.5% 2,039 4.2%
----------- ---------
Loss before income taxes and minority interests.................. (4,202) (7.9%) (3,414) (7.0%)
Income taxes..................................................... (294) (0.6%) (3,414) (7.0%)
Minority interests................................................ 319 0.6% (592) (1.2%)
Amortization of premium for redemption of
preferred stock of subsidiary.................................... (1,983) (3.7%) - -
Charge for issuance of warrants .................................. (2,124) (4.0%) - -
----------- ---------
Net loss.......................................................... (8,284) (15.5%) (4,355) (8.9%)
----------- ---------
----------- ---------
Net Sales 1997 1996 %Change
Motorcycles*...................................................... 41,665 38,275 8.9%
Steel tubing...................................................... 10,541 9,762 8.9%
Corporate & other................................................. 1,404 1,490 (5.8%)
Intersegment eliminations......................................... (323) (526) (38.6%)
----------- --------- ---------
53,287 49,001 8.7%
----------- --------- ---------
----------- --------- ---------
</TABLE>
* Motorcycle segment sales net of intrasegment eliminations
The increase in net sales of motorcycles is due to factors comparable to those
that impacted the second quarter of 1997. These factors offset reduced unit
sales of Moto Guzzi of 2,884 compared to 3,080 in the corresponding period of
1996, a decrease of 6.4%.
The increase in net sales of L.I.T.A. is mainly due to volumes which increased
14.0% to 7,367 tons.
14
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
COST OF SALES, MARGINS AND PRODUCTION
Margins fell from 14.7% in 1996 to 14.3% in 1997 due to a decline in margins at
Moto Guzzi, offset by improvements at L.I.T.A. The decline at Moto Guzzi is
principally due to the factors which impacted second quarter 1997 results,
discussed above.
3,078 units were completed at Moto Guzzi in the six months ended June 30, 1997
compared to 3,280 units in the corresponding period in 1996. The decrease is
principally due to changes in the levels of units-in-progress at the beginning
and ends of the periods. Underlying comparable period production rates,
excluding the effects of opening and closing inventories of incomplete units,
were largely unchanged.
Improvements at L.I.T.A. primarily reflect a recovery in 1997 of margins to
normal levels; in 1996, margins were adversely affected by losses on inventory
due to the same factors that impacted second quarter 1996 results. For the six
months ended June 30, 1997, L.I.T.A. recorded margins of Lit. 1,449 million
against Lit. 547 million in 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased by Lit. 1,937 million, or
19.7%, over 1996. The increase was primarily in the motorcycle segment and, as
discussed in connection with the 1997 second quarter period, reflects higher
selling and administrative costs at Moto America Inc., the inclusion of
operating results of Moto Guzzi France, and increases in personnel costs at
Moto Guzzi S.p.A.
OTHER INCOME, NET
In 1997 and 1996, other income/(expense) is principally composed of exchange
gains/(losses). Exchange gains in 1997 amounted to approximately Lit. 1,800
million and the Company also received an amount of Lit. 335 million from The
Carey Winston Company pursuant to the termination, in February 1997, of the
agreement to acquire such company.
INTEREST INCOME AND EXPENSE
Interest income declined in the six month 1997 period as a result of reduced
liquidity and the decline in interest rates.
Interest expense declined primarily as a result of lower indebtedness and the
elimination of indebtedness from real estate activities due to the sale of the
Company's Cologne property in the first quarter of 1997.
AMORTIZATION OF PREMIUM FOR REDEMPTION OF PREFERRED STOCK OF SUBSIDIARY
The Company recorded accretion expense in its statement of operations of Lit.
1,983 million ($1,167,000) in respect of the obligation of its Moto Guzzi Corp.
subsidiary to redeem its outstanding class of preferred stock. The accretion
expense includes amounts for the effects of exchange rates on this obligation,
denominated in U.S. dollars. There was no comparable expense in 1996.
15
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
CHARGE FOR ISSUANCE OF WARRANTS
The Company recorded a charge against results of Lit. 2,124 million for the 1997
six month period as described above in respect of the second quarter.
NET LOSS
Overall, the Company's net loss increased from Lit. 4,355 million to Lit. 8,284
million ($4,876,000) in the six months ended June 30, 1997 compared to 1996. The
Company's operating loss increased from Lit. 2,276 million to Lit. 2,410 million
($1,418,000) due principally to the same factors which impacted second quarter
1997 results.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS FROM OPERATING ACTIVITIES
Cash outflows from operating activities amounted to Lit. 9,332 million
($5,493,000) in the six months ended June 30, 1997 compared to outflows of Lit.
6,248 million in the corresponding period of the previous year. In addition to
cash outflows from losses, inventories have increased by Lit. 5,245 million due
to inventories at the new Moto Guzzi France importer, approximately 200
motorcycles in finished goods at Moto Guzzi S.p.A. and an increase at L.I.T.A.
due to higher business levels. There was no significant change in the levels of
trade and related party receivables (the 25% owned German Moto Guzzi importer)
and payables at Moto Guzzi or at L.I.T.A. In 1996, cash outflows from losses,
increased inventories and trade receivables and a decrease in trade payables was
partially offset by receipt of tax receivables of Lit. 5,259 million.
INVESTING ACTIVITIES
Capital expenditures in the six months ended June 30, 1997 amounted to Lit.
1,947 million ($1,146,000), primarily at Moto Guzzi.
As described in Note 2 to the Interim Financial Statements, the Company agreed
to sell its Cologne property in the first quarter of 1997 and such sale was
consummated in April 1997 by sale of the shares of the subsidiary owning the
Cologne property. In consequence, Lit. 15,100 million of real estate and Lit.
9,379 million of long-term debt (after Lit. 333 million principal payment by the
Company in 1997 prior to sale of the company) has been eliminated from the
balance sheet. The Company received an advance of Lit. 500 million and a
further amount of Lit. 1,928 million in the period and disposed of Lit. 411
million of cash held by the disposed subsidiary. A further Lit. 2,040 million
was received on July 1, 1997 and a final installment of Lit. 2,040 million is
due on December 31, 1997. This last installment may be settled, at the
acquiror's option, by delivery of up to 120,000 shares of the Company's common
stock and the 120,000 shares subject to option have been classified outside
shareholders' equity for Lit. 1,610 million..
16
<PAGE>>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
FINANCING ACTIVITIES
As described in Note 5 to the Interim Financial Statements, the Company received
Lit. 10,256 million ($6,037,000) net proceeds from its public offering of
securities. Of these funds, Lit. 6,000 million has been committed to finance
further capital expenditures and expansion at Moto Guzzi.
The Company received Lit. 2,933 million in January 1997 in respect of the last
closing of its sale of preferred stock in its motorcycle subsidiary, Moto Guzzi
Corp. Lit. 5,101 million had been received in December 1996. The proceeds have
been applied to finance working capital and capital expenditure at Moto Guzzi
and to temporarily reduce advances from banks in anticipation of further capital
expenditure and development costs. The proceeds of the sale of securities are
shown in the balance sheet as "preferred stock of subsidiary". The holders of
the preferred stock can redeem such stock for a total of $12 million if no
initial public offering of Moto Guzzi Corp. common stock is made by January
2002. The Company has accrued Lit. 1,983 million for the difference between the
net proceeds received and this redemption price and for the effects of exchange
rates, through June 30, 1997, on such contingent obligation, denominated in U.S.
dollars.
Similarly, the Company has accrued for the effects of exchange rates on its
repurchase obligation of 776,530 shares at $11.27 per share, as described below,
and for amortization of the difference between the fair value of $10.00 at the
date when agreement was made to repurchase such shares and the $11.27 per share
payable. A total of Lit. 1,675 million has been accrued through June 30, 1997.
The Company redeemed 22,380 shares on June 30, 1997 for Lit. 450 million
pursuant to obligations described below.
Loan principal repayments in the first half of 1997 amounted to Lit. 1,947
million, of which Lit. 333 million related to the Cologne property, disposed
effective March 31, 1997. Advances from banks increased primarily as a
consequence of losses from operations and financing of increased inventories at
Moto Guzzi.
COMMITMENTS AND FUTURE LIQUIDITY
The Company has share repurchase commitments in 1998 for 776,530 shares
previously owned by the former chairman of the board of directors for which
amounts are deposited as security. The Company has deposited investments
included in the balance sheet at Lit. 14,497 million to secure this repurchase
commitment. The amounts deposited, plus accrued interest, are expected to be
sufficient to finance such repurchase if the Dollar - Lire exchange rate is
lower than approximately 1,714. Since June 30, 1997, the Dollar-Lire exchange
rate has reached levels close to 1,850, at which level the purchase commitment
exceeds the amounts deposited as security by approximately Lit. 1,200 million.
The Company has not hedged such exchange risk.
The Company also has share repurchase commitments at December 31, 1997 in
respect of up to 120,000 shares deriving from the sale of Cologne, as discussed
above and in Note 2 to the Interim Financial Statements. Up to such number of
shares may be used to settle a receivable due for the sale of the property of
Lit. 1,610 million.
17
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
In connection with the resolution of certain matters deriving from the
acquisition of the majority of Finprogetti's operating subsidiaries in July
1995, Finprogetti assumed responsibility for a claim which was successfully
brought against one of such subsidiaries. The Company agreed to repurchase
105,440 shares issued to Finprogetti at a present value of Lit. 1,940 million.
The Company repurchased a total of 32,330 shares for Lit. 650 million in 1996, a
further 22,380 shares at June 30, 1997 for Lit. 450 million and must repurchase,
at Finprogetti's request, the remaining 50,730 shares for Lit. 450 million in
December 1997 and Lit. 570 million in June 1998 for an aggregate purchase price
of Lit. 1,020 million, shown in the balance sheet at June 30, 1997 at its
estimated present value of Lit. 948 million.
The Company's cash resources of Lit. 15,877 million as at June 30, 1997 are
expected to be sufficient for operations and the next planned phase of expansion
of Moto Guzzi, for which Lit. 6,000 million has been committed by the Board of
Directors, through the end of 1997 and the first quarter of 1998.
The net proceeds of the sale of preferred stock of Moto Guzzi Corp. and the
Company's recent public offering will not be sufficient to complete the planned
rehabilitation and expansion program at Moto Guzzi at the rate proposed by
management. The Company is contemplating conducting a public offering of Motor
Guzzi Corp. securities on or before June 30, 1998 as well as other forms of
finance to provide additional capital that the Company expects will be needed by
Moto Guzzi. No assurance can be given, however, that such an offering will be
made on acceptable terms or at all, or can be completed by such date or
otherwise in 1998, or that other sources of finance will then be available, on
acceptable terms or at all.
Portions of this report contain certain "forward looking" statements which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward looking statements.
Factors that might cause such a difference include, but are not limited to,
market acceptance of the Company's products and services, changes in currency
exchange rates, other factors discussed in the report as well as factors
discussed in other filings made with the Securities and Exchange Commission.
Although the Company believes that the assumptions underlying the forward
looking statements contained herein are reasonable, any of the assumptions could
prove inaccurate, and therefore, there can be no assurance that the forward
looking statements included herein will prove to be accurate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIDENT ROWAN GROUP, INC.
Dated: August 19, 1997 By: s/ Howard E. Chase
-----------------------------
Howard E. Chase, President
Dated: August 19, 1997 By: s/ Carlo Previtali
-----------------------------
Carlo Previtali, Secretary
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS DATED JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 9,344,909
<SECURITIES> 0
<RECEIVABLES> 18,909,358
<ALLOWANCES> 792,231
<INVENTORY> 22,393,584
<CURRENT-ASSETS> 59,531,489
<PP&E> 22,678,634
<DEPRECIATION> 14,151,854
<TOTAL-ASSETS> 94,115,632
<CURRENT-LIABILITIES> 45,078,780
<BONDS> 7,646,851
0
0
<COMMON> 51,795
<OTHER-SE> 21,421,424
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 31,363,743
<TOTAL-REVENUES> 31,363,743
<CGS> 26,890,524
<TOTAL-COSTS> 7,446,145
<OTHER-EXPENSES> (1,554,444)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,519,129
<INCOME-PRETAX> (2,473,220)
<INCOME-TAX> 173,043
<INCOME-CONTINUING> (4,875,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,875,000)
<EPS-PRIMARY> (1.20)
<EPS-DILUTED> (1.20)<F1>
<FN>
<F1>*Dollar amounts are based on conversion rate of 1,699 Lire to the Dollar which
prevailed on June 30, 1997.
</FN>
</TABLE>
