<PAGE>
FORM 10-Q/A-1
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 March 31, 1997
--------------
OR
|_| TRANSITION PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________to ________________________
Commission File Number 0-2642
------
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 |X| 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 $.01
par value, 3,902,540 shares.
<PAGE>
PART I
FINANCIAL INFORMATION
<PAGE>
TRIDENT ROWAN GROUP, INC
Consolidated Condensed Balance Sheets
March 31, 1997
<TABLE>
<CAPTION>
Mar. 31 Mar. 31 Dec. 31
1997 1997 1996
US$'000 Lire m. Lire m.
Unaudited Unaudited
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents...................................... $ 3,030 Lit. 5,082 Lit. 8,281
Receivables.................................................... 29,112 48,821 40,734
Trade, less allowance of Lit. 1,333 (1996 - 1,300)........... 17,636 29,576 32,261
Finance receivables, less allowance of Lit. 2,400............ 1,419 2,380 3,573
Receivables from related parties............................. 6,378 10,695 63
Other receivables............................................ 3,679 6,170 4,837
Inventories.................................................... 22,255 37,322 32,838
Raw materials, spare parts and work-in-process............... 13,224 22,177 19,906
Finished products............................................ 9,031 15,145 12,932
Prepaid expenses............................................... 998 1,674 1,231
------------ ------------ ------------
TOTAL CURRENT ASSETS 55,395 92,899 83,084
------------ ------------ ------------
Property, plant and equipment.................................. 8,402 14,091 13,922
At cost...................................................... 22,456 37,659 36,638
Less allowances for depreciation............................. (14,054) (23,568) (22,716)
Trademarks and other intangible assets, net of
amortization of Lit. 875 (1996 - 750)........................ 2,460 4,125 4,250
Goodwill, net of amortization of Lit. 335 (1996 - 283)......... 872 1,463 1,515
Real estate for development, net of reserve of
Lit. 2,500 ................................................... 2,087 3,500 3,500
Real estate for sale.......................................... - - 15,100
Investments in unconsolidated companies........................ 1,013 1,698 1,574
Receivables from related parties............................... 2,807 4,708 4,708
Marketable & other securities and investments,
at cost...................................................... 8,944 14,999 15,004
Other assets................................................... 8,197 13,746 13,855
------------ ------------ ------------
TOTAL ASSETS $ 90,177 Lit. 151,229 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
March 31, 1997
<TABLE>
<CAPTION>
Mar. 31 Mar. 31 Dec. 31
1997 1997 1996
US$'000 Lire m. Lire m.
Unaudited Unaudited
LIABILITIES
<S> <C> <C> <C>
Advances from banks........................................... $ 18,853 Lit. 31,617 Lit. 25,344
Advances from banks for finance activities.................... 1,457 2,443 4,439
Current portion of long-term real estate debt................. - - 4,998
Current portion of other long-term debt....................... 1,390 2,331 2,270
Accounts payable.............................................. 14,095 23,638 25,571
Accrued expenses and other payables........................... 8,044 13,492 11,434
------------- ------------ -----------
TOTAL CURRENT LIABILITIES 43,839 73,521 74,056
------------- ------------ -----------
Long-term real estate debt, less current portion.............. - - 4,714
Other long-term debt, less current portion.................... 6,828 11,451 11,754
Termination indemnities....................................... 4,935 8,276 8,031
Provision for claims.......................................... 1,950 3,270 3,270
Minority interests............................................ 8,853 14,846 14,788
Preferred stock of subsidiary................................. 5,557 9,319 5,101
Common stock subject to repurchase............................ 10,114 16,962 13,968
SHAREHOLDERS' EQUITY 8,101 13,584 20,830
Common stock, par value $0.01 per share:
Authorized 10,000,000 shares;
3,902,540 shares issued and outstanding;
less 849,640 subject to repurchase....................... 41 69 69
Additional paid in capital.................................. 45,042 75,535 77,145
Treasury stock, at cost..................................... (16,345) (27,411) (27,411)
Cumulative translation adjustment.......................... 99 166 1,854
Accretion expense and related exchange movements............ (765) (1,284) 100
Accumulated deficit.......................................... (19,971) (33,491) (30,927)
------------- ------------ -----------
$ 90,177 Lit. 151,229 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
Three Months Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
Mar. 31 Mar. 31 Mar. 31
1997 1997 1996
US $'000 Lire m. Lire m.
<S> <C> <C> <C>
Net sales..................................................... $ 14,126 Lit. 23,690 Lit. 23,658
Cost of sales................................................. (12,364) (20,735) (21,903)
------------ ----------- -----------
1,762 2,955 1,755
Selling, general and administrative expenses.................. (2,984) (5,005) (4,401)
Rental income................................................. 218 365 375
Other income, net............................................. 1,111 1,863 131
------------ ----------- -----------
107 178 (2,140)
Interest expense.............................................. (842) (1,412) (1,678)
Interest income............................................... 234 392 650
------------ ----------- -----------
Loss from continuing operations before income taxes
and minority interests..................................... (501) (842) (3,168)
Income taxes.................................................. (226) (379) (78)
Minority interests............................................ (35) (58) (158)
Amortization of premium for redemption of
preferred stock of subsidiary............................. (766) (1,285) -
------------ ----------- -----------
Net loss ..................................................... $ (1,528) Lit. (2,564) Lit. (3,404)
============ =========== ===========
LOSS PER SHARE US $ Lire Lire
Loss per share................................................ $ (0.39) Lit. (657) Lit. (722)
============ =========== ===========
Weighted average number of common shares
outstanding during the period............................... 3,902,540 3,902,540 4,712,865
============ =========== ===========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
5
<PAGE>
Trident Rowan Group, Inc.
Unaudited Consolidated Condensed Statements of Cash Flows
Three Months Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
Mar. 31 Mar. 31 Mar. 31
1997 1997 1996*
US$'000 Lire m. Lire m.
<S> <C> <C> <C>
Net loss...................................................... $ (1,528) Lit. (2,564) Lit. (3,404)
Adjustments to reconcile net loss to net
cash used in operating activities............................ (3,677) (6,166) (134)
------------ ----------- ------------
Net cash used in operating activities......................... (5,205) (8,730) (3,538)
------------ ----------- ------------
Investing activities:
Net decrease/(increase) in investments and securities......... - - (5,086)
Sale of subsidiary, less cash disposed....................... 53 89 -
Purchases of property, plant and equipment.................... (594) (996) (1,166)
------------ ----------- ------------
Net cash used in investing activities......................... (541) (907) (6,252)
------------ ----------- ------------
Financing activities:
Increase in advances from banks............................... 2,550 4,277 7,207
Sale of preferred stock of subsidiary......................... 1,749 2,933 -
Proceeds from long-term debt.................................. - - 333
Principal payments of long-term debt.......................... (530) (888) (1,624)
------------ ----------- ------------
Net cash provided by financing activities..................... 3,769 6,322 5,926
------------ ----------- ------------
Decrease in cash and cash equivalents......................... (1,977) (3,315) (3,874)
Effect of exchange rate changes on cash and cash
equivalents................................................... 69 116 (42)
Cash and cash equivalents, beginning of period................ 4,938 8,281 24,137
------------ ----------- ------------
Cash and cash equivalents, end of period...................... $ 3,030 Lit. 5,082 Lit. 20,221
============ =========== ============
</TABLE>
* Reclassified to conform to March 31, 1997 presentation
See Notes to Consolidated Condensed Financial Statements
6
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
March 31, 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 months ended March 31, 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 1,677 to U.S. $1, the approximate exchange rate at March 31, 1997.
It should not be construed that the assets and liabilities, expressed in U.S.
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, Lit. 1,928 million on April 15, 1997 and will pay the balance of the
purchase price in two installments of Lit. 2,040 million due on each of July 1,
1997 and December 31, 1997. A bank guarantee was obtained for the installment
due July 1, 1997 and 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 has reclassified these
120,000 shares subject to the option from 'Shareholders' equity'
7
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
March 31, 1997
NOTE 2 DISPOSAL OF REAL ESTATE SUBSIDIARY (Continued)
to 'Shares subject to repurchase' at their estimated fair value of $8.00 (Lit.
13,416) per share for an amount of Lit. 1,610 million ($960,000).
Finprogetti Investimenti Immobiliari S.p.A. has been deconsolidated as of March
31, 1997 and the net amount due of Lit. 5,500 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".
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 March 31, 1997, the
Company has recorded in its statement of operations
8
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
March 31, 1997
NOTE 3 COMPLETION OF SALE OF PREFERRED STOCK OF SUBSIDIARY
(Continued)
Lit. 1,285 million as accretion expense 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 SUBSEQUENT EVENTS - CHANGE OF CONTROL
Finprogetti S.p.A., 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 four persons who had been nominated at the request of Finprogetti.
In connection with the foregoing the Company entered into 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 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 in a public
securities offering of the Company as to which the Company filed a registration
statement in April, 1997, 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.
9
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months ended March 31
---------------------------
1997 1996
Lire m. Lire m.
<S> <C> <C> <C> <C>
Net sales ................................................... 23,690 100.0% 23,658 100.0%
Cost of sales................................................ (20,735) (87.5%) (21,903) (92.6%)
------------ ------------
2,955 12.5% 1,755 7.4%
Selling, general and administrative expenses ................ (5,005) (21.1%) (4,401) (18.6%)
Rental income ............................................... 365 1.5% 375 1.6%
Other income, net ........................................... 1,863 7.9% 131 0.6%
------------ ------------
178 0.8% (2,140) (9.0%)
Interest expense............................................. (1,412) (6.0%) (1,678) (7.1%)
Interest income.............................................. 392 1.7% 650 2.7%
------------ ------------
Loss before income taxes and minority interests ............. (842) (3.6%) (3,168) (13.4%)
Income taxes................................................. (379) (1.6%) (78) (0.3%)
Minority interests .......................................... (58) (0.2%) (158) (0.7%)
Amortization of premium for redemption
of preferred stock subsidiary.............................. (1,285) (5.4%) - -
------------ ------------
Net loss..................................................... (2,564) (10.8%) (3,404) (14.4%)
============ ============
Net Sales
<CAPTION>
1997 1996 %Change
Motorcycles *............................................. 18,412 18,478 (0.4%)
Steel tubing.............................................. 4,762 4,600 3.5%
Corporate & other......................................... 689 787 (12.5%)
Intersegment eliminations................................. (173) (207) (16.4%)
----------- ----------- -------------
23,690 23,658 0.1%
=========== =========== =============
</TABLE>
* Motorcycle segment sales net of intrasegment eliminations
Net sales remained substantially unchanged in the three months ended March 31,
1997 compared to the corresponding period in the previous year. Shipments of
motorcycles aggregating approximately Lit. 2,500 million due to be made in March
1997 were instead made at the beginning of April, due primarily to transport
scheduling around the Easter holidays. Sales volumes at L.I.T.A., the steel
tubing subsidiary were 3,410 tons, an increase of 14.9% over 1996, although net
sales increased only 3.5% because of comparatively lower selling prices.
10
<PAGE>
Cost of sales, margins and production
Cost of sales decreased, and margins correspondingly increased to 12.5% for
the first three months of 1997 from 7.4% for the first three months of 1996,
reflecting improvements for both L.I.T.A. and Moto Guzzi. Improved margins at
L.I.T.A. primarily reflect a recovery of margins in 1997 to previously normal
levels whereas, in 1996, margins were reduced by losses on inventory following
sharp decreases in selling prices of products. Margin improvements at Moto
Guzzi largely reflect the contribution in 1997 of Moto America Inc.
1,434 units were completed at Moto Guzzi in the three months ended March 31,
1997 compared to 1,520 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 productivity increased by 3%,
excluding the effects of opening and closing inventories of incomplete units.
The completion of units increased in April, 1997. At the end of April cumulative
completed units totalled 2,055, compared to 2,046 in 1996.
Selling, general and administrative expenses
Selling, general and administrative expenses in the first three months of
1997 increased by Lit. 604 million or 14% over the comparable period in 1996.
The increase was primarily in the motorcycle segment and reflects increased
costs for logistics and management information systems and higher sales and
administrative costs from the inclusion of Moto America Inc., consolidated
beginning in the second quarter of 1996, and to support expanded business
volumes in the segment.
Rental income
Rental income is primarily from the Company's Cologne property. See Note 2
of Notes to the Consolidated Condensed Financial Statements.
Other Income, net
In 1997, other income is principally composed of exchange gains of
approximately Lit. 1,500 million ($894,000)* and an amount of $200,000 (Lit.
335 million) received from The Carey Winston Company pursuant to the
termination, in February 1997, of the agreement to acquire such company.
- ------------------------
* Amounts reported in Lira as of March 31, 1997 are translated into U.S.
Dollars solely for the convenience of the reader at the approximate
exchange rate in effect at such date of 1,677 Lire to the U.S. Dollar.
11
<PAGE>
Interest income and expense
The decline in interest income reflects the Company's use of its cash 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 the
first quarter of 1997 compared to 1996.
The reduction in interest expense in the first quarter of 1997 reflects the
decline in indebtedness from real estate activities of Lit. 4,834 million
($2,883,000) during 1996 due to principal repayments. A small decrease in
interest expense for the motorcycle operations reflects lower interest rates
and a temporary reduction of advances from banks as a consequence of the
proceeds of the private placement of Moto Guzzi Corp. securities in
December 1996 and January 1997.
Income Taxes
Because Italian companies are taxed in Italy on their individual results and
are not permitted to file consolidated returns, one of the Company's Italian
subsidiaries had income tax expense in the first quarter of 1997 and 1996
despite consolidated operating losses in both periods. In the first quarter
of 1997, such taxable income was due to interest income and exchange gains.
Amortization of premium for redemption of preferred stock of
subsidiary.
The Company recorded accretion expense in its statement of operations for the
three months ended March 31, 1997 of Lit. 1,285 million as a result 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 reflects the
amortization of the difference between the repurchase obligation, which is
denominated in U.S. dollars, and the proceeds received upon the issuance of the
preferred stock, and consists of $339,000 (Lit. 556 million at the average
exchange rate during the period) and an additional Lit.
729 million in related changes in exchanges rates.
Net loss
The Company's operating loss (sales less costs of sales and selling, general
and administrative expenses) decreased from Lit. 2,429 million in the first
quarter of 1996 to Lit. 1,743 million in the first quarter of 1997 due
principally to improved results at L.I.T.A. Operating results from the
motorcycle segment and from corporate activities remained substantially
unchanged. Net interest expense was also substantially unchanged. In the
first quarter of 1997, the Company recorded exchange rate gains of
approximately Lit. 1,500 million ($894,000), which was offset by accretion
expense of Lit. 1,285 million ($766,000) largely resulting form adverse
exchange rate movements. As a result, net loss declined by 24.7% to Lit.
2,564 million ($1,529,000).
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its operations through bank
borrowings and the sale of assets. The Company realized cash proceeds of Lit.
27,000 million in 1995 and Lit. 23,750 million in 1994 from the sale of its
51% interest in Maserati S.p.A. in 1993; acquired cash in the amount of Lit.
8,204 million as part of the Finprogetti Acquisition in July 1995; realized
Lit. 6,245 million from reimbursement of tax receivables and Lit. 4,183
million from the disposal of surplus assets in 1996; and received net
proceeds of approximately $5,250,000 (Lit. 8,034 million) for its Moto Guzzi
Corp. subsidiary in the Moto Guzzi Financing, completed in December 1996 and
January 1997. At March 31, 1997, the Company had cash and cash equivalents of
Lit. 5,082 million ($3,030,000), plus securities and investments of Lit.
14,999 million ($8,944,000) held long term as collateral for various future
commitments, described below. Working capital balances increased by Lit.
7,019 million at March 31, 1997 compared to December 31, 1996 primarily as a
result of an increase in motorcycle inventories due to delays in the
scheduling of shipments of certain motorcycles near the end of the quarter,
and an increase in accounts receivable relating to the timing of receipt of
payments. The Company financed this working capital increase through
increases in short term bank borrowings. For the quarter ended March 31,
1997, cash outflows from losses, adjusted for non-cash items, amounted to
Lit. 8,730 million, consisting primarily of the net loss for the period and
the decline in working capital balances.
In the future, the Company anticipates realizing capital from the
disposition of certain assets, including property in Sardinia and certain
parking rights in Genoa and from the receipt of Italian tax receivables, and
amounts due on the promissory notes from the sale of its Immobiliare Broseta
S.r.l. subsidiary, as discusssed above, although the timing of such realization
is uncertain. See "Business-- Commercial Real Estate Development." In the
absence of such cash receipts, available cash, the proceeds of this Offering,
proceeds from the sale of Cologne, and from the repayment by Carey Winston of
advances, are not expected to be sufficient to meet all of the Company's planned
cash needs in 1997 without reducing planned activities and Moto Guzzi's
rehabilitation program. If capital is not available when needed, the Company may
also have to decline opportunities for future investments.
As described in Note 2 of Notes to the Consolidated Condensed Financial
Statements, the Company agreed in the first quarter of 1997 to sell its Cologne
property. Such sale was consummated by sale of the shares of the Company's
subsidiary which owned the property. As a result of the sale, Lit. 15,100
million ($9,000,000) of real estate and Lit. 9,712 million ($5,791,000) of
long-term debt (after Lit. 333 million principal payment by the Company in the
quarter) has been eliminated from the balance sheet. The Company received an
advance of Lit. 500 million ($298,000) in the period and disposed of Lit. 411
million ($245,000) of cash held by the subsidiary. A further amount of Lit.
1,928 million ($1,150,000) was received by the Company on April 15, 1997 and an
additional Lit. 2,040 million is due to the Company on each of July 1, 1997 and
December 31, 1997. The December 31, 1997 installment may be settled, at the
acquiror's option, by delivery of up to 120,000 shares of the Company's Common
Stock. The 120,000 shares subject to the option have been classified outside
shareholders' equity at a value of Lit. 1,610 million.
The Company received Lit. 2,933 million ($1,749,000) in January 1997 and
Lit. 5,101 million ($3,334,000) in December 1996 from the sale of preferred
stock of Moto Guzzi Corp., which owns the Moto Guzzi S.p.A. motorcycle
subsidiary. The proceeds were applied to finance capital expenditures at Moto
Guzzi and to temporarily reduce advances from banks in anticipation of further
capital expenditures and development costs. The proceeds of the sale of
securities are shown in the balance sheet as "preferred stock of subsidiary."
The net proceeds of the sale of preferred stock of Moto Guzzi Corp. will not be
sufficient to complete the planned rehabilitation and expansion program at Moto
Guzzi at the rate proposed by management, although they are forecast to be
sufficient to sustain a reduced rate of expansion activities at Moto Guzzi.
Further, the Company contemplates conducting a public offering of Motor Guzzi
Corp. securities on or before June 30, 1998 to provide additional capital that
the Company will need for Moto Guzzi. No assurance can be given, however, that
such an offering will be made on acceptable terms or at all by such date.
Purchases of plant and equipment amounted to Lit. 6,895 million ($4,506,000)
in 1996 and Lit. 996 million ($594,000) in the first quarter of 1997,
principally for refurbishments at the Moto Guzzi facility. These expenditures
were financed from short-term bank borrowings and from the proceeds of the Moto
Guzzi Financing. See "Business--Recent Transactions." A further Lit. 1,573
million ($1,028,000) of capital expenditures in 1996 at Moto Guzzi were financed
by leases. Loan principal repayments by Moto Guzzi were financed primarily by
short-term borrowings. In December 1996, Moto Guzzi received a loan of Lit. 878
million ($574,000), and a cash grant of Lit. 450 million ($294,000),
representing an 80% advance of government grants for research and development
performed in prior years. The Company also obtained a loan of U.S. $ 240,000
(Lit. 370 million) to finance the purchase of premises for its U.S. Moto Guzzi
distributor.
Surplus properties relating to the closed Maserati U.S. distributor and a
building in Rome were disposed of in 1996, generating proceeds of $1,175,000
(Lit. 1,798 million) and Lit. 1,600 million ($1,046,000), respectively.
13
<PAGE>
In connection with the January 1, 1996 acquisition of Moto America, Inc.,
the exclusive U.S. importer of Moto Guzzi motorcycles, the Company acquired Lit.
577 million ($377,000) of cash and issued the Company's stock with an agreed
value of $300,000 (Lit. 471 million at the then prevailing exchange rate).
In June 1996, the Company disposed of its 66.7% interest in Immobiliare
Broseta S.r.l to its 25%-owned affiliate Domer S.r.l., in a non-cash
transaction, receiving notes with a fair value aggregating Lit. 4,708 million
($3,077,000) and eliminating Lit. 12,200 million ($7,974,000) of real estate,
Lit. 5,049 million ($3,300,000) of real estate loans and Lit. 2,354 million
($1,539,000) of minority interests from the balance sheet. Of the notes received
by the Company Lit. 1,800 million ($1,176,000) represent the Company's
proportional share of financing for several real estate development projects
being conducted by Domer S.r.l. The note expires annually at December 31 and is
renewable. The note will be repaid when Domer S.r.l. reduces its external debt
on completion of a commercial development project now in course. At December 31,
1996, the Company renewed the note and classified it as long term. The other
note, in the amount of Lit. 2,908 million ($1,901,000), is payable based on a
percentage of sales of apartments of the Immobiliare Broseta S.r.l. property or
by June 30, 1998, whichever is earlier, and has also been classified as
long-term.
In connection with its share repurchase program, the Company repurchased
761,995 shares in October 1996 for $9,342,000 (Lit. 14,172 million) paying cash
of $7,479,000 (Lit. 11,635 million) and issuing 8% promissory notes due October
1998 in the principal amount of $1,863,000 (Lit. 2,827 million). An annual
interest payment of approximately $144,000 is due on the first anniversary of
the notes. Principal and interest are due on the second anniversary. See
"Business--Recent Transactions--Stock Repurchase Program."
The Company has share repurchase commitments in 1998 for 776,530 shares
previously owned by the Company's former Chairman in respect of which securities
have been deposited as collateral. The securities deposited are currently of a
value (Lit. 14,497 million) sufficient to finance such repurchase, although if
the Dollar--Lira exchange rate rises above approximately $1 to Lit. 1,714 then
such amounts may not be sufficient to cover the repurchase commitment. The
exchange rate at March 31, 1997 was Lit. 1,677 to the U.S. Dollar. The Company
has not hedged its exchange rate exposure. The Company accrues, as accretion
expense to shareholders' equity, the effects of changes in exchange rates and
redemption price for this repurchase commitment. The total accretion expense in
the quarter ended March 31, 1997, was Lit. 1,352 million, principally due to
changes in exchange rates.
The Company has other share repurchase commitments relating to the Cologne
sale, described above, and to certain matters arising from the Finprogetti
acquisition. In connection with the Finprogetti acquisition, Finprogetti assumed
responsibility for a claim which was successfully brought by a third party
against Finproservice S.p.A., one of the acquired subsidiaries; such claim arose
out of a factoring relationship which predated the Finprogetti acquisition. To
facilitate Finprogetti's ability to satisfy such claim, 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, and agreed to repurchase the remaining 73,110 shares issued to
Finprogetti for Lit. 900 million between June 1997 and December 1997 and Lit.
570 million in June 1998. The aggregate purchase price of Lit. 1,470 million is
shown in the balance sheet at March 31, 1997 at its estimated present value of
Lit. 1,365 million.
MOTO GUZZI--Trade and other receivables at Moto Guzzi decreased 11.5% from
December 31, 1996 to March 31, 1997, principally due to lower sales in the
periods preceding such date. Inventories increased by 12.8% to Lit. 34,686
($20,683,000) due to seasonal factors and to approximately Lit. 2,000 million
($1,193,000) of finished goods which remained in inventory at March 31, 1997 due
to shipment scheduling around the Easter holiday. In 1996, inventories also
increased as a result of increased activities, some production interruptions and
delays, and the acquisition of Moto America Inc. Trade and other payables
remained at substantially unchanged levels in the first quarter of 1997, having
risen by approximately 10.8% in 1996 due to increased purchases for higher
business volumes, increased outsourcing, and
14
<PAGE>
scheduled reductions in payment terms, as Moto Guzzi seeks to improve relations
with key suppliers. In total, working capital balances increased 3.9% to Lit.
33,567 million ($20,016,000) at March 31, 1997, which increase was financed by
the proceeds of the Moto Guzzi Financing.
L.I.T.A.--Increases in trade receivables of Lit. 691 (10.2%) and in
inventories of Lit. 539 (25.4%) in the March 1997 quarter reflect increased
actual and anticipated business levels as well as some recovery in raw material
costs and selling prices. Trade and other payables increased by Lit. 514 million
($306,500) which was financed by a Lit. 495 million ($295,000) increase in bank
borrowings.
ADVANCES FROM BANKS--The net increase in advances from banks represents
increases at both L.I.T.A. and Moto Guzzi to finance working capital and to
temporarily finance capital expenditures in anticipation of the Moto Guzzi
Financing. See "Business--Recent Transactions". Advances from banks for finance
activities decreased in line with the reduction in these balances. Moto Guzzi
and L.I.T.A. have lines of credit largely secured by trade receivables amounting
to approximately Lit. 39,000 million ($25,490,000) and Lit. 5,650 million
($3,693,000), respectively. Significant production shortfalls, such as occurred
at Moto Guzzi in the third and fourth quarters of 1996, have the effect of
reducing the Company's ability to draw down its financing facilities. In 1996,
the Company opened unsecured credit lines of Lit. 1,000 million ($654,000),
backed by letters acknowledging the Company's ownership of Moto Guzzi to cover
temporary cash difficulties. The lines of credit are mainly informal subject to
frequent variation. The Company uses a number of banks with aggregate facilities
in excess of actual requirements so as to obtain the best interest rates.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. Description
----------- -----------
11 Statement Re: Computation of per share earnings
27 Financial Data Schedule
(b) On February 14, 1997, the Company filed a Current Report on Form
8-K to report the termination of the agreement to acquire the Carey Winston
Company by merger.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
TRIDENT ROWAN GROUP, INC.
Dated: June 30, 1997 By: /s/ Howard E. Chase
------------------------
Howard E. Chase, President
Dated: June 30, 1997 By: /s/ Carlo Previtali
------------------------
Carlo Previtali, Secretary
16
<PAGE>
EXHIBIT 11
TRIDENT ROWAN GROUP INC.
CALCULATION OF LOSS PER SHARE
<TABLE>
<S> <C> <C>
CALCULATION OF LOSS PER SHARE LIRE m. US$'000(1)
3 MONTHS ENDED MARCH 31, 1997
Loss for the 3 months ended March 31, 1997............. (2,564) (1,528)
Average number of shares outstanding*.................. 3,902,540 3,902,540
Loss per share......................................... (657) (0.39)
--------- ---------
--------- ---------
* There were no share movements in the period
CALCULATION OF LOSS PER SHARE LIRE M.
3 MONTHS ENDED MARCH 31, 1996
Loss for the 3 months ended March 31, 1996............. (3,404)
Average number of shares outstanding*.................. 4,712,865
Loss per share......................................... (722)
---------
---------
* There were no share movements in the period
</TABLE>
- ------------------------
(1) Converted to US$ solely for the convenience of the reader at $1:Lit. 1,677,
the approximate exchange rate as at March 1997.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited financial statements dated March 31, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 3,030,411
<SECURITIES> 0
<RECEIVABLES> 18,411,479
<ALLOWANCES> 775,294
<INVENTORY> 22,255,218
<CURRENT-ASSETS> 55,395,945
<PP&E> 22,456,172
<DEPRECIATION> 14,053,667
<TOTAL-ASSETS> 90,178,295
<CURRENT-LIABILITIES> 43,840,787
<BONDS> 8,285,033
0
0
<COMMON> 41,145
<OTHER-SE> 18,173,524
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 14,126,416
<TOTAL-REVENUES> 14,126,416
<CGS> 12,364,241
<TOTAL-COSTS> 2,984,496
<OTHER-EXPENSES> 1,328,563
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 841,980
<INCOME-PRETAX> (502,087)
<INCOME-TAX> 225,999
<INCOME-CONTINUING> (1,528,921)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,528,921)
<EPS-PRIMARY> (0.39)
<EPS-DILUTED> (0.39)
</TABLE>
