<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, 1998
----------------------------------------------------
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)
(732) 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
$0.01 par value, 4,419,900 shares.
<PAGE>
PART I
FINANCIAL INFORMATION
<PAGE>
TRIDENT ROWAN GROUP, INC
Consolidated Condensed Balance Sheets
June 30, 1998
<TABLE>
<CAPTION>
JUN. 30 JUN. 30 DEC. 31
1998 1998 1997
US$'000 LIRE M. LIRE M.
UNAUDITED UNAUDITED NOTE
<S> <C> <C> <C>
ASSETS
CASH AND CASH EQUIVALENTS.................................... $ 5,911 LIT. 10,503 LIT. 10,407
MARKETABLE SECURITIES, AT COST............................... 1,358 2,413 3,774
RECEIVABLES.................................................. 24,739 43,961 38,212
TRADE, LESS ALLOWANCE LIT. 2,053 (LIT.2,100)................ 17,276 30,700 22,333
RECEIVABLES FROM RELATED PARTIES............................ 2,249 3,997 5,383
OTHER RECEIVABLES........................................... 5,214 9,264 10,496
INVENTORIES.................................................. 28,373 50,419 43,450
RAW MATERIALS, PARTS AND WORK-IN-PROCESS.................... 15,727 27,946 25,179
FINISHED PRODUCTS........................................... 12,647 22,473 18,271
PREPAID EXPENSES............................................. 601 1,068 509
-------- ------- -------
TOTAL CURRENT ASSETS......................................... 60,982 108,364 96,352
-------- ------- -------
PROPERTY, PLANT AND EQUIPMENT 10,915 19,397 16,011
AT COST .................................................... 24,611 43,734 39,235
LESS ALLOWANCES FOR DEPRECIATION............................ (13,696) (24,337) (23,224)
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET OF
AMORTIZATION OF LIT. 1,300 (LIT. 1,250 - 1997) 394 700 750
GOODWILL, NET OF AMORTIZATION OF LIT. 525 (LIT. 489 - 1997) 153 272 308
REAL ESTATE FOR DEVELOPMENT, NET OF RESERVE OF LIT. 2,500.... 1,970 3,500 3,500
CONCESSION RIGHTS............................................ 2,446 4,347 4,406
TAX RECEIVABLES.............................................. 4,928 8,757 8,623
OTHER ASSETS................................................. 1,400 2,489 1,326
SECURITIES COLLATERALIZING SHARE REPURCHASE COMMITMENTS...... - - 14,479
-------- ------- -------
TOTAL ASSETS $ 83,188 LIT. 147,826 LIT. 145,755
======== ======= =======
</TABLE>
Note: The balance sheet as at December 31, 1997 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
<PAGE>
TRIDENT ROWAN GROUP, INC
Consolidated Condensed Balance Sheets
June 30, 1998
<TABLE>
<CAPTION>
JUN. 30 JUN. 30 DEC. 31
1998 1998 1997
US$'000 LIRE M. LIRE M.
UNAUDITED UNAUDITED NOTE
<S> <C> <C> <C>
LIABILITIES
ADVANCES FROM BANKS............................................. $ 22,640 LIT. 40,232 LIT. 33,423
CURRENT PORTION OF LONG-TERM DEBT............................... 3,442 6,117 6,009
ACCOUNTS PAYABLE................................................ 20,748 36,870 31,338
ACCRUED EXPENSES AND OTHER PAYABLES............................. 7,115 12,644 10,025
-------- ------- -------
TOTAL CURRENT LIABILITIES....................................... 53,945 95,863 80,795
-------- ------- -------
LONG-TERM DEBT, LESS CURRENT PORTION............................ 8,628 15,333 7,144
TERMINATION INDEMNITIES......................................... 4,935 8,770 8,917
PROVISION FOR CLAIMS............................................ 1,857 3,300 3,340
MINORITY INTERESTS.............................................. 7,513 13,351 13,747
PREFERRED STOCK OF SUBSIDIARY................................... 7,252 12,887 11,629
COMMON STOCK SUBJECT TO REPURCHASE.............................. - - 15,691
SHAREHOLDERS' (DEFICIT)/EQUITY.................................. (942) (1,678) 4,492
COMMON STOCK, PAR VALUE $0.01 PER SHARE:
AUTHORIZED 50,000,000 SHARES;
4,419,900 (4,987,780 - 1997) SHARES ISSUED AND OUTSTANDING;
(1997 - LESS 804,880 SUBJECT TO REPURCHASE)................. 60 106 88
ADDITIONAL PAID IN CAPITAL..................................... 58,343 103,675 90,357
TREASURY STOCK, AT COST........................................ (25,810) (45,865) (29,921)
CUMULATIVE TRANSLATION ADJUSTMENT.............................. (92) (164) (154)
ACCRETION EXPENSE AND RELATED EXCHANGE MOVEMENTS............... - - (2,474)
DEFICIT........................................................ (33,443) (59,430) (53,404)
-------- ------- -------
$ 83,188 LIT. 147,826 LIT. 145,755
======== ======== =======
</TABLE>
NOTE: THE BALANCE SHEET AS AT DECEMBER 31, 1997 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
<PAGE>
TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Operations
3 Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
JUN. 30 JUN. 30 JUN. 30
1998 1998 1997
US $'000 LIRE M. LIRE M.
<S> <C> <C> <C>
NET SALES............................................ $ 16,440 Lit. 29,213 Lit. 29,597
COST OF SALES........................................ (13,163) (23,391) (25,394)
--------- --------- ---------
3,277 5,822 4,203
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES......... (3,982) (7,076) (6,749)
RESEARCH AND DEVELOPMENT............................. (761) (1,352) (455)
--------- --------- ---------
(1,466) (2,606) (3,001)
INTEREST EXPENSE..................................... (764) (1,357) (1,169)
INTEREST INCOME...................................... 258 459 397
OTHER INCOME, NET.................................... 80 142 413
--------- --------- ---------
LOSS BEFORE INCOME TAXES AND MINORITY INTERESTS..... (1,892) (3,362) (3,360)
INCOME TAXES......................................... (177) (315) 85
MINORITY INTERESTS................................... 162 288 (377)
AMORTIZATION OF PREMIUM FOR REDEMPTION OF
PREFERRED STOCK OF SUBSIDIARY....................... (160) (285) (698)
CHARGE FOR ISSUANCE OF WARRANTS...................... - - (2,124)
--------- --------- ---------
NET LOSS............................................. $ (2,067) LIT. (3,674) LIT. (5,720)
========= ========= =========
<CAPTION>
LOSS PER SHARE US $ LIRE LIRE
<S> <C> <C> <C>
BASIC AND DILUTED.................................... $ (0.41) LIT. (737) LIT. (1,347)
========= ========= =========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING DURING THE PERIOD
BASIC................................................ NO. 4,987,780 NO. 4,987,780 NO. 4,245,947
========= ========= =========
DILUTED.............................................. NO. 5,203,368 NO. 5,203,368 NO. 4,327,143
========= ========= =========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
<PAGE>
TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Operations
6 Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
JUN. 30 JUN. 30 JUN. 30
1998 1998 1997
US $'000 LIRE M. LIRE M.
<S> <C> <C> <C>
NET SALES............................................ $ 35,070 LIT. 62,319 LIT. 53,287
COST OF SALES........................................ (28,462) (50,577) (45,687)
--------- --------- ---------
6,608 11,742 7,600
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES......... (7,041) (12,511) (11,754)
RESEARCH AND DEVELOPMENT............................. (1,253) (2,226) (897)
--------- --------- ---------
(1,686) (2,995) (5,051)
INTEREST EXPENSE..................................... (1,374) (2,442) (2,581)
INTEREST INCOME...................................... 512 910 789
OTHER INCOME, NET.................................... 13 23 2,641
--------- --------- ---------
LOSS BEFORE INCOME TAXES AND MINORITY INTERESTS..... (2,535) (4,504) (4,202)
INCOME TAXES......................................... (371) (660) (294)
MINORITY INTERESTS................................... 223 396 319
AMORTIZATION OF PREMIUM FOR REDEMPTION OF
PREFERRED STOCK OF SUBSIDIARY....................... (708) (1,258) (1,983)
CHARGE FOR ISSUANCE OF WARRANTS...................... - - (2,124)
--------- --------- ---------
NET LOSS............................................. $ (3,391) LIT. (6,026) LIT. (8,284)
========= ========= =========
<CAPTION>
LOSS PER SHARE US $ LIRE LIRE
<S> <C> <C> <C>
BASIC AND DILUTED.................................... $ (0.68) LIT. (1,208) LIT. (2,033)
========= ========= =========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING DURING THE PERIOD
BASIC................................................ No. 4,987,780 No. 4,987,780 No. 4,075,192
========= ========= =========
DILUTED.............................................. No. 5,095,574 No. 5,095,574 No. 4,114,841
========= ========= =========
</TABLE>
<PAGE>
TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Cash Flows
6 Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
JUNE 30 JUNE 30 JUNE 30
1998 1998 1997
US$'000 LIRE M. LIRE M.
<S> <C> <C> <C>
NET LOSS.................................................. $ (3,391) LIT. (6,026) LIT. (8,284)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH USED BY OPERATING ACTIVITIES:....................... (2,135) (3,794) (1,048)
-------- ------- -------
NET CASH USED IN OPERATING ACTIVITIES..................... (5,526) (9,820) (9,332)
-------- ------- -------
INVESTING ACTIVITIES:
NET DECREASE/(INCREASE) IN INVESTMENTS AND SECURITIES..... 8,914 15,840 (285)
SALE OF SUBSIDIARIES, NET OF CASH DISPOSED............... - - 1,966
PURCHASES OF PROPERTY, PLANT AND EQUIPMENT................ (2,855) (5,074) (1,858)
-------- ------- -------
NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES.......... 6,059 10,766 (177)
-------- ------- -------
FINANCING ACTIVITIES:
INCREASE IN ADVANCES FROM BANKS........................... 3,832 6,809 5,956
PROCEEDS FROM SHARE ISSUES................................ - - 10,256
SALE OF PREFERRED STOCK OF SUBSIDIARY..................... - - 2,933
REPURCHASES OF SHARES..................................... (8,972) (15,944) (450)
PROCEEDS FROM LONG-TERM DEBT.............................. 5,685 10,103 103
PRINCIPAL PAYMENTS OF LONG-TERM DEBT...................... (1,027) (1,825) (1,827)
-------- ------- -------
NET CASH (USED)/PROVIDED BY FINANCING ACTIVITIES.......... (482) (857) 16,971
-------- ------- -------
INCREASE IN CASH AND CASH EQUIVALENTS..................... 51 89 7,462
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND
CASH EQUIVALENTS......................................... 4 7 134
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD............ 5,856 10,407 8,281
-------- ------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................. $ 5,9211 LIT. 10,503 LIT. 15,877
======== ======= =======
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1998
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 1997 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 and six months ended June 30, 1998 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 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 1,777 to U.S. $1, the approximate exchange rate at June
30, 1998. It should not be construed that the assets and liabilities,
expressed in US dollar equivalents, can actually be realized in or
extinguished by U.S. dollars at that or any other rate.
NOTE 2 - LOSS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share" ("SFAS No. 128"). SFAS No. 128 replaced the calculation
of primary and diluted earnings per share with basic and diluted earnings per
share. Basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share gives effect
to all potentially dilutive common shares that were outstanding during the
period. All loss per share amounts for all periods have been presented to
conform to SFAS No. 128 requirements. As the Company incurred losses in each
of the periods presented, potentially dilutive common shares are considered
antidilutive for each of these periods.
NOTE 3 - COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued Statement No. 130,
"Reporting Comprehensive Income" ("SFAS 130"), which is effective for fiscal
years beginning after December 15, 1997. Reclassification of financial
statements for earlier periods is required. In the Company's case, comprehensive
income includes net income, unrealized gains and losses from translation and
accretion expense (including related foreign currency translation effects, net
of effects of hedging transactions) in respect of shares subject to repurchase.
In June 1998 all shares subject to repurchase were repurchased by the Company
and all relative accumulated accretion expense was realized.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1998
NOTE 3 - COMPREHENSIVE INCOME (CONTINUED)
<TABLE>
<CAPTION>
3 MONTHS ENDED JUNE 30,
----------------------------------------
1998 1998 1997
US$'000 LIRE M. LIRE M.
<S> <C> <C> <C>
Net loss................................... (2,067) (3,674) (5,720)
----------- ------------ ------------
Cumulative translation adjustment.......... 45 80 (263)
Accretion expense and related foreign
currency translation effects............ 89 159 (466)
----------- ------------ ------------
Total other comprehensive income/(loss).... 134 239 (729)
=========== ============ ============
Comprehensive loss......................... (1,933) (3,435) (6,449)
=========== ============ ============
<CAPTION>
6 MONTHS ENDED JUNE 30,
----------------------------------------
1998 1998 1997
US$'000 LIRE M. LIRE M.
<S> <C> <C> <C>
Net loss................................... (3,391) (6,026) (8,284)
----------- ------------ ------------
Cumulative translation adjustment.......... (6) (10) (1,951)
Accretion expense and related foreign
currency translation effects............ (142) (253) (1,740)
----------- ------------ ------------
Total other comprehensive loss............. (148) (263) (3,691)
=========== ============ ============
Comprehensive loss......................... (3,539) (6,289) (11,975)
=========== ============ ============
<CAPTION>
Changes in components of comprehensive loss for the six months ended June 30, 1998 are as follows:
ACCUMULATED
CUMULATIVE OTHER
TRANSLATION ACCRETION COMPREHENSIVE
ADJUSTMENT EXPENSE LOSS
<S> <C> <C> <C>
Balance, January 1, 1998................... (154) (2,474) (2,628)
Change for period.......................... (10) (253) (263)
Charged to shares repurchased.............. - 2,727 2,727
----------- ------------ ------------
Balance, June 30, 1998..................... (164) - (164)
=========== ============ ============
</TABLE>
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1998
NOTE 4 - SHARES ISSUED IN CONNECTION WITH EMPLOYMENT
AGREEMENTS AND OPTION GRANTS
On March 18, 1998, the Board of Directors approved a three year employment
contract commencing May 1, 1998 with Mark S. Hauser as President and Chief
Executive Officer, a three year contract commencing May 1, 1998 with Emanuel
M. Arbib as Chief Financial Officer and a one year, renewable, agreement
commencing May 1, 1998 with Tamarix Capital Corporation, which supercedes a
prior existing contract, for provision of merchant banking services to the
Company. These agreements are more fully described in the Registrant's 1997
Annual Report on Form 10-K. In connection with these contracts, the Company
issued 205,000 shares with contractual transfer restrictions lapsing as to
one-third thereof on each of December 31, 1998, 1999 and 2000, and 32,000
shares with contractual transfer restrictions lapsing on December 31, 1998.
The issuance of these shares has been accounted for at the fair value of the
Company's stock as of the date of the agreements of $4.06 per share and will
be charged to compensation expense over the life of the contracts. Amounts in
respect of future compensation at the balance sheet date have been included
in the financial statements as a deduction from additional paid-in capital.
On March 18, 1998, the Company granted Messrs. Hauser and Arbib and Tamarix
options to purchase an aggregate of 212,000 shares of common stock at an
exercise price of $ 5.00, granted options to purchase 280,000 shares at an
exercise price of $5.00 in exchange for 710,000 previously granted options
exercisable at $12.26, and granted a further 105,000 options to persons not
previously included in its "Non Qualified Plan" for officers and key
executives. Th exercise price was higher than the market price of the common
stock on the date of grant.
NOTE 5 - LIQUIDITY
In order to meet debt repayments of approximately US$ 2,000,000 (Lit. 3,554
million) due on October 23, 1998, in addition to cash on hand and the
instalment proceeds from sale, concluded in June 1998, of two apartments, the
Company estimates that it needs to raise an additional $300,000 either from
further asset sales, bank borrowings or other forms of debt or equity
financing by such date. While management believes that the Company will be
able to realize such liquidity, at the date of these condensed financial
statements the Company does not have any agreements for the further sale of
assets and has not arranged any other financing facilities to cover such
amounts.
The condensed financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1998
NOTE 6 - INDUSTRY SEGMENT ANALYSIS
<TABLE>
<CAPTION>
MANAGEMENT
THREE MONTHS ENDED JUNE 30, 1998 MOTOR- STEEL & CORPORATE
LIRE M. CYCLES TUBES SERVICES ELIMINATIONS TOTAL
<S> <C> <C> <C> <C> <C>
NET SALES 22,403 6,154 713 (57) 29,213
COST OF SALES (17,833) (5,087) (471) - (23,391)
------------ ----------- ----------- ----------- ------------
4,570 1,067 242 (57) 5,822
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (4,548) (802) (1,778) 52 (7,076)
RESEARCH AND DEVELOPMENT (1,352) - - - (1,352)
------------ ----------- ----------- ----------- ------------
OPERATING PROFIT/(LOSS) (1,330) 265 (1,536) (5) (2,606)
============ =========== =========== =========== ============
<CAPTION>
MANAGEMENT
THREE MONTHS ENDED JUNE 30, 1998 MOTOR- STEEL & CORPORATE
LIRE M. CYCLES TUBES SERVICES ELIMINATIONS TOTAL
<S> <C> <C> <C> <C> <C>
NET SALES 23,253 5,779 653 (88) 29,597
COST OF SALES (20,052) (5,005) (337) - (25,394)
------------ ----------- ----------- ----------- ------------
3,201 774 316 (88) 4,203
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (4,150) (506) (2,143) 50 (6,749)
RESEARCH AND DEVELOPMENT (445) - - - (455)
------------ ----------- ----------- ----------- ------------
OPERATING PROFIT/(LOSS) (1,404) 268 (1,827) (38) (3,001)
============ =========== =========== =========== ============
<CAPTION>
MANAGEMENT
SIX MONTHS ENDED JUNE 30, 1998 MOTOR- STEEL & CORPORATE
LIRE M. CYCLES TUBES SERVICES ELIMINATIONS TOTAL
<S> <C> <C> <C> <C> <C>
NET SALES 47,989 12,425 2,019 (114) 62,319
COST OF SALES (38,755) (10,696) (1,126) - (50,577)
------------ ----------- ----------- ----------- ------------
9,234 1,729 893 (114) 11,742
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (7,861) (1,319) (3,440) 109 (12,511)
RESEARCH AND DEVELOPMENT (2,226) - - - (2,226)
------------ ----------- ----------- ----------- ------------
OPERATING PROFIT/(LOSS) (853) 410 (2,547) (5) (2,995)
============ =========== =========== =========== ============
<CAPTION>
MANAGEMENT
SIX MONTHS ENDED JUNE 30, 1998 MOTOR- STEEL & CORPORATE
LIRE M. CYCLES TUBES SERVICES ELIMINATIONS TOTAL
NET SALES 41,665 10,541 1,400 (319) 53,287
COST OF SALES (35,814) (9,092) (781) - (45,687)
------------ ----------- ----------- ----------- ------------
5,851 1,449 619 (319) 7,600
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (6,702) (1,031) (4,263) 242 (11,754)
RESEARCH AND DEVELOPMENT (897) - - - (897)
------------ ----------- ----------- ----------- ------------
OPERATING PROFIT/(LOSS) (1,748) 418 (3,644) (77) (5,051)
============ =========== =========== =========== ============
</TABLE>
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1998
NOTE 7 - NEGOTIATIONS TO PURCHASE NEW PLANT
In April 1998 Moto Guzzi S.p.A. entered into an agreement with Philips S.p.A.
for the purchase by Moto Guzzi of Philips Vision Industries' industrial area in
Monza, Italy. While the agreement has expired in accordance with its terms, the
parties are continuing in discussions which could lead to a renewal of the
agreement. The agreement was subject to the fulfilment of certain conditions,
including the agreement of labor representatives and contemplated a payment of
approximately Lit. 26 billion, including applicable value added taxes. Moto
Guzzi S.p.A. continues to seek financing for the possible acquisition from
Italian financial institutions and elsewhere, though it has not received any
definitive commitment. While negotiations with unions and other labor
representatives may continue during the discussions with Phillips, they are
temporarily suspended during the traditional August closure of Moto Guzzi's
plant. There can be no assurance that such discussions, either with Philips or
with the unions, will be successful, or that the purchase of this industrial
area will be consummated.
<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, 1998 COMPARED TO JUNE 30, 1997
OPERATING PROFIT/(LOSS)
Analysis of net sales, cost of sales and operating expenses by industry segment
is given in Note 6 to the condensed financial statements at June 30, 1998.
MOTORCYCLE SEGMENT - MOTO GUZZI
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------
1998 1997
LIRE M. LIRE M.
<S> <C> <C> <C> <C>
Net sales....................................... 22,403 100.0% 23,253 100.0%
Cost of sales................................... (17,833) (79.6%) (20,052) (86.2%)
------- -------
4,570 20.4% 3,201 13.8%
Selling, general and administrative expenses.... (4,548) (20.3%) (4,150) (17.8%)
Research & product development.................. (1,352) (6.0%) (455) (2.0%)
------- -------
Operating profit/(loss)......................... (1,330) (5.9%) (1,404) (6.0%)
======= =======
</TABLE>
The 4% decrease in net sales in the three months ended June 30, 1998 compared to
the quarter ended June 30, 1997 results principally from a decrease of 10% in
units sold from 1,660 units in 1997 to 1,490 in 1998 offset by increases, made
in March 1998 in selling prices. Sales in the quarter were affected by delays in
the introduction of two revised models, the California Special and 1998 Quota
1100. The delays resulted principally from late supply of certain components.
Management estimates that sales of approximately 400 units were lost in the
quarter as a result of these delays and that, due to seasonality, many of the
lost sales will not be recovered in the third quarter. Net unit sales at the
U.S. importer-distributor decreased 30% to 170 in 1998 compared to 243 in 1997,
due principally to dealers reducing their inventory levels. Net unit sales at
the French importer-distributor increased 23% to 176 in 1998 compared to 143 in
1997.
The increase in gross margin as a percentage of sales to 20.4% from 13.8%,
principally reflects fixed manufacturing costs spread over production volumes
which increased from 1,644 in the three months ended June 30, 1998 to 2,016 in
the comparable 1998 period and the beneficial effects of price increases
effective from the beginning of the second quarter. In 1997, selling prices had
been maintained at 1996 levels so as to build market share.
Increases in selling, general and administrative expenses reflect increases in
Italy, principally relating to new management personnel at Moto Guzzi S.p.A.
Continuing a Moto Guzzi management policy initiated in mid-1997, research and
development in the three months ended June 30, 1998, principally on new products
for 1998 and 1999 and for new engines, is at levels approximately three times
those of the second quarter of 1997.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
STEEL TUBING SEGMENT - L.I.T.A.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------
1998 1997
LIRE M. LIRE M.
<S> <C> <C> <C> <C>
Net sales....................................... 6,154 100.0% 5,779 100.0%
Cost of sales................................... (5,087) (82.7%) (5,005) (86.6%)
------ ------
1,067 17.3% 774 13.4%
Selling, general and administrative expenses.... (802) (13.0%) (506) (8.8%)
------- ------
Operating profit/(loss)......................... 265 4.3% 268 4.6%
======= ======
</TABLE>
The 6.5% increase in net sales principally results from selling prices and
improved sales mix with sales volumes increasing 1% to 4,003 tons compared to
3,967 tons in the same quarter of 1997. A significant part of the increase in
sales came from exports, which at 885 tons represented almost 22% of sales
volumes for the quarter ended March 31, 1998, against 705 tons or approximately
18% of 1997 sales volumes. Domestic (Italian) sales volumes fell by 4%. Overall,
the Italian market for replacement parts, including the tubing used in
automobile mufflers, has been contracting as a result of two factors. Recent
Government incentives encouraged consumers to replace older vehicles with newer
models. These incentives are now being phased out, thereby reducing new
automobile sales. At the same time, the generally younger age of the current
Italian automobile population has lesser need of replacement parts. These
factors are expected to continue to characterize the rest of 1998.
MANAGEMENT AND CORPORATE SERVICES
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------
1998 1997
LIRE M. LIRE M.
<S> <C> <C> <C> <C>
Net sales
................................................ 713 100.0% 653 100.0%
Cost of sales................................... (471) (66.1%) (337) (51.6%)
------ ------
242 33.9% 316 48.4%
Selling, general and administrative expenses.... (1,778) (249.4%) (2,143) (328.2%)
------ ------
Operating profit/(loss)......................... (1,536) (215.4%) (1,827) (279.8%)
====== ======
</TABLE>
Corporate costs and overheads decreased by 17.0% in the 3 months ended June
30, 1998 compared to the same period in 1997 as a result of the Company's
focus on cost reduction in connection with its decision to dedicate its
energies and resources to enhancing the value of its Moto Guzzi business and
not to pursue other opportunities.
INTEREST EXPENSE, INTEREST INCOME AND OTHER INCOME STATEMENT ITEMS
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
Income statement items below operating profit level are compared below on a
consolidated basis and not by industry segment as their incurrence and
allocation between segments is, in large part, determined by structural
decisions independent of stand-alone operating needs and performance.
INTEREST EXPENSE AND EXPENSE
Interest expense increased by Lit. 188 million to Lit. 1,357 million in the
three months ended June 30, 1998 compared to the corresponding 1997 period. The
principal cause was increased indebtedness mainly due to a Lit. 10,000 million
loan drawn down by Moto Guzzi in April 1998 and increased advances from banks,
which finance working capital. These effects more than offset benefits from
lower interest rates in 1998 compared to 1997. The increase in interest income
in the first three months of 1998 compared to 1997 results from higher average
liquidity, though current interest rates have fallen. At the end of June 1998,
the Company utilized fixed interest securities it held to collateralize share
repurchase commitments and other cash, aggregating Lit. 15,944 million, to
satisfy its repurchase obligations, so that interest income will likely fall in
future periods.
OTHER (EXPENSE)/INCOME, NET
Other income in the three months ended June 30, 1998 and 1997 is principally
comprised of exchange gains.
INCOME TAXES
Because Italian companies are taxed in Italy on their individual results and are
not able to file consolidated returns, certain of the Company's Italian
subsidiaries incur income tax expense in 1998 and 1997 on net income, despite
consolidated losses from operations in Italy. Further, certain business
expenses, principally finance expense and labor costs, are not deductible
against income subject to a new income tax, introduced in 1998, resulting in tax
expense at loss-making operating subsidiaries.
AMORTIZATION OF PREMIUM FOR REDEMPTION OF PREFERRED STOCK OF SUBSIDIARY
In the three months ended June 30, 1998, a non-cash charge of Lit. 285 million,
compared to Lit. 698 million in the corresponding period in 1997, has been
recorded as amortization of preferred stock redemption premium relating to the
Moto Guzzi Corp. preferred stock issued at the end of 1996 and in early 1997. A
significant element of this charge in both periods results from exchange
differences as the contingent redemption obligation is denominated in U.S.
dollars. In 1998, exchange effects in the quarter were favorable, while in 1997
they added to the charge.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
RESULTS OF OPERATIONS - 6 MONTHS ENDED
JUNE 30, 1998 COMPARED TO JUNE 30, 1997
OPERATING PROFIT/(LOSS)
MOTORCYCLE SEGMENT - MOTO GUZZI
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1997
LIRE M. LIRE M.
<S> <C> <C> <C> <C>
Net sales 47,989 100.0% 41,665 100.0%
Cost of sales (38,755) (80.8%) (35,814) (86.0%)
------- -------
9,234 19.2% 5,851 14.0%
Selling, general and administrative expenses (7,861) (16.4%) (6,702) (16.1%)
Research & product development (2,226) (4.6%) (897) (2.2%)
------- -------
Operating profit/(loss) (853) (1.8%) (1,748) (4.2%)
======= =======
</TABLE>
The 15% increase in net sales in the six months ended June 30, 1998 compared to
the six months ended June 30, 1997 results principally from the first quarter.
Units sold in the six months increased from 2,889 units in 1997 to 3,207 in
1998. As noted above, sales in May and June of 1998 were adversely affected by
delays in the introduction of two revised models so that the growth in the first
quarter was not maintained in the second quarter. Net unit sales by the U.S.
importer-distributor decreased 4% to 382 in 1998 compared to 399 in 1997, due
principally to dealers reducing their inventory levels in the second quarter.
Net unit sales at the French importer-distributor, which commenced operations in
February 1997, increased 90% to 338 in 1998 compared to 178 in 1997. In the
first quarter of 1998, sales by Moto Guzzi S.p.A. in Italy also benefitted from
312 units sold to public administration customers which sales had originally
been scheduled for December 1997 but were delayed until 1998 for completion of
compliance testing by the buyers.
The increase in gross margin as a percentage of sales to 19.2% from 14.0%,
principally reflects fixed manufacturing costs spread over production volumes
which increased from 3,078 in the six months ended June 30, 1998 to 3,481 in the
comparable 1998 period and the beneficial effects of price increases effective
from March 1998. In 1997, selling prices had been maintained at 1996 levels so
as to build market share.
Increases in selling, general and administrative expenses reflect increases in
Italy, principally relating to new management personnel at Moto Guzzi S.p.A. and
increases, principally in the first quarter, at the wholly owned importers in
the U.S. and France.
Continuing a Moto Guzzi management policy initiated in mid-1997, research and
development in the six months ended June 30, 1998, principally on new products
for 1998 and 1999 and for new engines, is at levels more than double those of
1997.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
STEEL TUBING SEGMENT - L.I.T.A.
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1997
LIRE M. LIRE M.
<S> <C> <C> <C> <C>
Net sales 12,425 100.0% 10,541 100.0%
Cost of sales (10,696) (86.1%) (9,092) (86.3%)
------- ------
1,729 13.9% 1,449 13.7%
Selling, general and administrative expenses (1,319) (10.6%) (1,031) (9.8%)
------- ------
Operating profit/(loss) 410 3.3% 418 4.0%
======= ======
</TABLE>
The 18% increase in net sales principally results from the first quarter and
reflects increased selling prices and sales mix with sales volumes increasing
10% to 8,099 tons compared to 7,370 tons in 1997. A significant part of the
increase in sales came from exports, which at 1,914 tons represented almost 24%
of sales volumes in 1998, against 1,368 tons or approximately 19% of 1997 sales
volumes. Domestic (Italian) sales volumes increased by 3% in 1998 compared to
1997. The overall decline in the Italian replacement parts market is due to
factors comparable to those described above in connection with the results
of the three month period ended June 30, 1998.
MANAGEMENT AND CORPORATE SERVICES
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1997
LIRE M. LIRE M.
<S> <C> <C> <C> <C>
Net sales 2,019 100.0% 1,400 100.0%
Cost of sales (1,126) (55.8%) (781) (55.8%)
------- ------
893 44.2% 619 44.2%
Selling, general and administrative expenses (3,440) (170.4%) (4,263) (304.5%)
------- ------
Operating profit/(loss) (2,547) (126.2%) (3,644) (260.3%)
------- ------
======= ======
</TABLE>
Temporary management services evidenced a strong increase in revenues
principally as a result of a significant intervention by T.I.M. in the first
quarter of 1998 on behalf of a Swiss client in connection with its acquisition
of a business in Italy. Corporate costs and overheads decreased by 19.3% in the
6 months ended June 30, 1998 compared to the same period in 1997 as a result of
the Company's focus on cost reduction in connection with its decision to
dedicate its energies and resources on enhancing the value of its Moto Guzzi
business and not to pursue other opportunities.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
INTEREST EXPENSE, INTEREST INCOME AND OTHER INCOME STATEMENT ITEMS
Income statement items below operating profit level are compared below on a
consolidated basis and not by industry segment as their incurrence and
allocation between segments is, in large part, determined by structural
decisions independent of stand-alone operating needs and performance.
INTEREST EXPENSE AND EXPENSE
Interest expense decreased by Lit. 139 million to Lit. 2,442 million in the
first half of 1998 compared to Lit. 2,581 million in the corresponding period in
1997. This reflects decreased indebtedness in the first quarter of 1998 compared
to 1997 due to elimination of debt as part of the disposal in March 1997 of the
Company's Cologne property and increased indebtedness in the second quarter
mainly due to a Lit. 10,000 million loan drawn down by Moto Guzzi in April 1998
and increased advances from banks, which finance working capital. Along with
these effects, the Company also benefitted from lower interest rates in 1998
compared to 1997. The increase in interest income in the first six months of
1998 compared to 1997 results from higher average liquidity, though current
interest rates have fallen. At the end of June 1998, the Company utilized fixed
interest securities it held to collateralize share repurchase commitments and
other cash, aggregating Lit. 15,944 million, to satisfy its repurchase
obligations, so that interest income will fall in future periods.
OTHER (EXPENSE)/INCOME, NET
Other income in the three months ended June 30, 1998 is principally comprised of
exchange gains. In the first half of 1997, the Company benefitted from exchange
gains of approximately Lit. 1,800 million and approximately Lit. 300 million
from a one-time settlement with a third party. Other income in the 1997 period
also included rental income of Lit. 330 million relating to the Cologne
property, disposed of in March 1997.
INCOME TAXES
Because Italian companies are taxed in Italy on their individual results and are
not able to file consolidated returns, certain of the Company's Italian
subsidiaries incur income tax expense in 1998 and 1997 on net income, despite
consolidated losses from operations in Italy. Further, certain business
expenses, principally finance expense and labor costs, are not deductible
against income subject to a new income tax, introduced in 1998, resulting in tax
expense at loss-making operating subsidiaries.
AMORTIZATION OF PREMIUM FOR REDEMPTION OF PREFERRED STOCK OF SUBSIDIARY
In the six months ended June 30, 1998, a non-cash charge of Lit. 1,258 million,
compared to Lit. 1,983 million in the corresponding period in 1997, has been
recorded as amortization of preferred stock redemption premium relating to the
Moto Guzzi Corp. preferred stock issued at the end of 1996 and in early 1997. A
significant element of this charge in both periods results from exchange
differences as the contingent redemption obligation is denominated in U.S.
dollars. In 1998, exchange effects in first half on this item were broadly
neutral, while in 1997 they added to the charge.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
OPERATIONS AND WORKING CAPITAL
The net loss of the Company of Lit. 6,026 million in the six months ended
June 30, 1998 includes a non-cash charge of Lit. 1,258 million for
amortization of subsidiary preferred stock premium and depreciation of Lit.
1,436 million. In addition to losses, a significant amount cash used in
operations of Lit. 9,820 million resulted from changes in working capital
balances.
Trade receivables and the receivable from the German importer-distributor
affiliate of Moto Guzzi increased, in the aggregate, by approximately Lit. 6.5
billion at June 30, 1998 compared to December 31, 1997, principally resulting
from increased sales levels and a high proportion of Italian public
administration receivables, resulting from sales in the first quarter of 1998.
Public administration receivables typically have collection times in excess of
three months. Trade receivables at L.I.T.A. also increased in the period by
approximately Lit. 1.8 billion reflecting increased business levels.
Inventories at Moto Guzzi increased by approximately Lit. 5.8 billion at June
30, 1998 compared to December 31, 1997, reflecting increases for seasonal
reasons and increased levels of components and partly assembled motorcycles
resulting from the delays in introducing two new models. Finished motorcycle
inventories also increased at Moto America Inc. due to reduction of inventories
by dealers at the end of second quarter and at Moto Guzzi France Sarl due to
expansion in business volumes. Inventories at L.I.T.A. were higher by
approximately Lit. 1.3 billion at June 30, 1998 compared to December 31, 1997
reflecting increased business levels.
Offsetting the effects of the above, trade and other payables increased by
approximately Lit. 5.2 billion at Moto Guzzi and Lit. 2.2 billion at
L.I.T.A., principally due to higher business levels.
INVESTING ACTIVITY
Investments, principally represented by fixed interest securities deposited to
secure share repurchase commitments, decreased by Lit. 15.8 billion to finance
those repurchases of shares, as noted below.
Expenditure on plant and equipment principally relates to Moto Guzzi,with
expenditure in the second quarter at Moto Guzzi amounting to approximately Lit.
3.7 billion in accordance with Moto Guzzi's strategic plan to expand its product
range and production efficiency.
FINANCING ACTIVITIES
The increase in advances from banks of approximately Lit. 6.4 billion is due to
financing of increased working capital balances, as noted above, at Moto Guzzi
and L.I.T.A.
At the end of June, 1998, pursuant to an obligation entered into in 1995, the
Company repurchased 776,530 shares formerly owned by its ex-Chairman. The total
consideration for the shares was Lit. 15,374
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
million. On June 30, 1998, the Company also repurchased the final tranche of
28,350 shares from Finprogetti S.p.A. for Lit. 570 million.
FUTURE LIQUIDITY NEEDS
Much of the production machinery at Moto Guzzi's facility is aged and in need of
extensive modification, improvement or replacement. Moto Guzzi obtained a Lit.
10,000 million ten-year credit facility in February 1998, with principal to be
repaid in the final eight years. The facility was drawn-down in April 1998.
Management intends that the proceeds will be principally applied to investments
in plant and machinery and to continuing research and product development,
though they may be temporarily be applied to financing working capital.
Management expects that, over the next four years, significant further capital,
in addition to the proceeds of the Lit. 10,000 million debt facilities, will be
required to complete the planned overhaul. Management believes there is
potential for improved inventory management which would also provide significant
liquidity. While anticipated increases in sales during the four-year period, if
realized, would provide a further significant portion of the needed capital,
anticipated internally generated cash and available bank financing, in the
aggregate, will not be sufficient to enable Moto Guzzi to increase production
and sales rapidly enough to generate the remaining needed capital. Hence,
management is exploring a variety of other debt and equity financing options. No
assurances can be given that such financing will be obtained on acceptable
terms, or at all.
Moto Guzzi S.p.A. finances working capital principally by way of advances
from banks against trade receivables. No financing is available in Italy
for component and other inventories. As Moto Guzzi S.p.A. closes production
for most of August, sales for that month are limited and, therefore, Moto
Guzzi's ability to draw down on its bank credit lines is reduced. At the
same time, trade payables, reflecting purchases in June and July at
Moto Guzzi, are at normal levels. Accordingly, at the end of August and
in September, Moto Guzzi will apply part of the proceeds from the
Lit.10.000 million debt facilities to finance payments to suppliers and
will also seek to extend supplier credit terms through this seasonal
liquidity lowpoint. While no arrangements have been made, management
believe that they will be able to extend supplier credit sufficiently to
cover liquidity needs until increased sales will enable increased drawings
against credit facilities.
To meet liquidity requirements other than those of Moto Guzzi, the Company
anticipates realizing capital from the disposition of certain assets, including
its Sardinia property and certain parking rights in Genoa and from the receipt
of Italian tax receivables and further proceeds from the December, 1997 sale of
the Company's 25% interest in Domer, S.r.l., a privately held Italian real
estate development company, and of promissory notes due from Domer. Further
realizations from Domer are expected in 1998 from proceeds of sale of three
apartments in Bergamo, Italy, two of which have been sold in June 1998 with
proceeds to be remitted in instalments through early 1999. While the Company is
actively seeking to realize these assets, the timing of any realizations is
uncertain.
In order to meet debt commitments of approximately $2,000,000 (Lit. 3,646
million) on October 23, 1998 and to finance corporate expenditures through such
date, the Company estimates that it needs additionally to raise approximately
$300,000 (Lit. 531 million) from either further asset sales, bank borrowings or
other forms of debt or equity finance.
Management believes that the Company will be able to realize the liquidity
required at October 23, 1998, though the Company does not as yet have any
agreements for the sale of assets and has not arranged any other financing
facilities to cover such amounts.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
CAPITAL COMMITMENTS
In April 1998 Moto Guzzi S.p.A. entered into an agreement with Philips S.p.A.
for the purchase by Moto Guzzi of Philips Vision Industries' industrial area in
Monza, Italy. While the agreement has expired in accordance with its terms, the
parties are continuing in discussions which could lead to a renewal of the
agreement. The agreement was subject to the fulfilment of certain conditions,
including the agreement of labor representatives and contemplated a payment of
approximately Lit. 26 billion, including applicable value added taxes. Moto
Guzzi S.p.A. continues to seek financing for the possible acquisition from
Italian financial institutions and elsewhere, though it has not received any
definitive commitment. While negotiations with unions and other labor
representatives may continue during the discussions with Phillips, they are
temporarily suspended during the traditional August closure of Moto Guzzi's
plant. There can be no assurance that such discussions, either with Philips or
with the unions, will be successful, or that the purchase of this industrial
area will be consummated.
POTENTIAL EFFECTS OF THE YEAR 2000 ON THE COMPANY'S BUSINESS
Many older computer systems and electronic devices are based on
software systems which, because of how dates are stored and manipulated, assume
that all years occur only in the 20th century. Consequently, after December 31,
1999, such devices may not function correctly. The Company, like many other
businesses and individuals, is potentially subject to adverse consequences
arising both from the incorrect functioning of any systems used in its own
business such as accounting, production control, inventory and automated
equipment and also from the incorrect functioning of systems of suppliers,
customers, utilities, banks and financial institutions and others with whom it
interacts in the normal course of its business.
The Company has over the last two years refurbished production and
inventory computer systems at Moto Guzzi, which is its most complex business and
relies to the greatest extent on computerized systems for its business. Company
management has sought assurance from suppliers that the new systems would be
compliant with requirements related to the year 2000. The Company's businesses
do not have unique or custom-tailored requirements for their accounting systems
and could rapidly and inexpensively change to "off-the-shelf" systems which are
2000 compliant, if their current systems are found not to be year 2000 compliant
despite any assurances to the contrary. Over the next 12 months, Management will
institute procedures to address potential problems which could arise in relation
to suppliers and customers, with particular regard to suppliers' ability to
provide components on a timely basis. Management believes that it is reasonable
to assume that utility suppliers and the banks and financial institutions with
which it has relationships, generally national or large regional institutes, are
themselves addressing potential problems on a timely basis so as to be able to
provide necessary services to the Company. The Company has a number of banking
relationships and alternatives for banking services.
<PAGE>
TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations
POTENTIAL EFFECTS OF THE PROPOSED EUROPEAN COMMON CURRENCY ON THE COMPANY'S
BUSINESS
The Company's businesses are substantially located and operate in Italy. In
the early part of May, 1998, Italy confirmed its participation as one of 11
European countries in a proposed European common currency, the Euro.
The proposed European Common Currency is expected to have significant effects
on the Company's business. Among many potential economic factors, the
proposed common currency is expected to increase competition within the
common currency zone. Further small decreases in current Italian interest
rates toward a currently expected lower convergence rate of the participant
countries is also expected and the likelihood of Italy's participation is
widely believed to have been a significant factor in decreases in Italian
interest rates in 1997.
Moto Guzzi makes significant export sales outside the proposed common
currency zone and the prices of certain commodities used in its manufacturing
processes may be affected by the value of the Euro. The implementation of the
Euro within the common currency zone could have unanticipated consequences on
the economies of participant countries which could affect demand for the
company's products. The common currency zone encompasses countries
representing over three-quarters of Moto Guzzi's 1997 net sales and economic
consequences could have material affects on the Company's business.
Adoption of the Euro is expected to take place over a two year transition
phase in which initially both the Lire and the Euro would be valid currencies
for business transactions in Italy.
The European Common Currency could have a significant effect on the Company's
accounting systems which could require significant modification or
replacement. Management believes that the Company's businesses do not have
unique or custom-tailored requirements for accounting systems and that it
could rapidly and inexpensively change to "off-the-shelf" systems at an
appropriate time if existing systems prove not to be adequate. The Company is
not able to evaluate these matters or the effects on international financial
and payment systems with which it interacts at the present time. The company
will address these issues during the current year and in 1999 as further
guidelines and information become available. Adoption of the Euro would also
lead to the Company reporting its results in that currency instead of the
Italian Lire from some point in the future, yet to be defined.
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, LACK OF ADEQUATE CAPITAL TO ACHIEVE SUCH RESULTS, 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.
<PAGE>
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
----------- -----------
27 Financial Data Schedule
<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 13, 1998 By: s/ Howard E. Chase
----------------------------------------
Howard E. Chase,
Principal Financial Officer
Dated: August 13, 1998 By: s/ Mark S. Hauser
----------------------------------------
Mark S. Hauser
President and Chief Executive Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the unaudited
financial statements dated June 30, 1998 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> APR-01-1998
<CASH> 5,911,000
<SECURITIES> 1,358,000
<RECEIVABLES> 18,432,000
<ALLOWANCES> 1,155,000
<INVENTORY> 28,373,000
<CURRENT-ASSETS> 60,981,000
<PP&E> 24,611,000
<DEPRECIATION> 13,696,000
<TOTAL-ASSETS> 83,189,000
<CURRENT-LIABILITIES> 22,640,000
<BONDS> 8,629,000
0
0
<COMMON> 60,000
<OTHER-SE> (1,004,000)
<TOTAL-LIABILITY-AND-EQUITY> 83,189,000
<SALES> 35,070,000
<TOTAL-REVENUES> 35,070,000
<CGS> 28,462,000
<TOTAL-COSTS> 8,293,000
<OTHER-EXPENSES> (13,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,374,000
<INCOME-PRETAX> (2,537,000)
<INCOME-TAX> 371,000
<INCOME-CONTINUING> (2,908,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,391,000)
<EPS-PRIMARY> (0.68)
<EPS-DILUTED> (0.68)
</TABLE>
