<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1997
--------------
[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
---------- ---------
Commission file number: 0-8128
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FREMONT CORPORATION
- -----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 76-0402886
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, California 90212
- -----------------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: (310) 358-1006
--------------
Not applicable
- -----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
----- -----
As of March 31, 1997, the issuer had 5,831,639 shares of common stock
issued and outstanding.
Transitional Small Business Disclosure Format:
Yes No X
----- -----
Total sequentially numbered pages in this document: 22.
1
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FREMONT CORPORATION AND SUBSIDIARIES
------------------------------------
INDEX
-----
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) -
December 31, 1996 and March 31, 1997
Condensed Consolidated Statements of Operations
(Unaudited) -
Three Months Ended March 31, 1996 and 1997
Condensed Consolidated Statements of Cash Flows
(Unaudited) -
Three Months Ended March 31, 1996 and 1997
Notes to Condensed Consolidated Financial
Statements (Unaudited) -
Three Months Ended March 31, 1996 and 1997
Item 2. Management's Discussion and Analysis or Plan of
Operation
PART II. OTHER INFORMATION
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
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FREMONT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Amounts in thousands,
except number of shares and per share data)
<TABLE>
<CAPTION>
December 31, 1996 March 31, 1997
------------------ ------------------
RMB USD RMB USD
------- ------- ------- ------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents 4,806 579 5,138 619
Accounts receivable,
net 51,812 6,242 55,773 6,720
Inventories (Note 2) 60,403 7,277 60,515 7,291
Due from SCH 62,258 7,501 61,603 7,422
Due from Easy Keen 35,158 4,236 32,599 3,928
Prepayments and
other current assets 26,151 3,151 24,765 2,984
------- ------ ------- ------
Total current assets 240,588 28,986 240,393 28,964
------- ------ ------- ------
Property, plant and
equipment 130,658 15,742 130,658 15,742
Less accumulated
depreciation (21,398) (2,578) (24,252) (2,922)
------- ------ ------- ------
109,260 13,164 106,406 12,820
------- ------ ------- ------
Prepayment to SCH for
property 20,000 2,410 20,000 2,410
Rental deposit to SCH 25,600 3,084 24,900 3,000
Bank deposits 19,319 2,328 19,319 2,326
Goodwill, net 36,788 4,432 36,543 4,403
Other long-term assets 7,008 844 6,801 819
------- ------ ------- ------
Total assets 458,563 55,248 454,362 54,742
======= ====== ======= ======
</TABLE>
(continued)
3
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FREMONT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(continued)
(Amounts in thousands,
except number of shares and per share data)
<TABLE>
<CAPTION>
December 31, 1996 March 31, 1997
----------------- -----------------
RMB USD RMB USD
------- ------ ------- ------
<S> <C> <C> <C> <C>
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings 150,681 18,154 154,881 18,660
Accounts payable 45,070 5,430 35,379 4,262
Accrued expenses and
other liabilities 41,137 4,956 40,350 4,861
Taxes payable 8,795 1,060 9,620 1,159
Finance lease
obligations, current
portion 12,469 1,502 9,352 1,127
------- ------ ------- ------
Total current
liabilities 258,152 31,102 249,582 30,069
Finance lease
obligations 7,089 854 7,089 854
Loan from MTE (Note 3) 33,280 4,010 33,280 4,010
Other long-term payables 2,764 333 2,836 342
------- ------ ------- ------
Total liabilities 301,285 36,299 292,787 35,275
------- ------ ------- ------
Minority interests 11,980 1,443 11,662 1,405
------- ------ ------- ------
</TABLE>
(continued)
4
<PAGE>
FREMONT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(continued)
(Amounts in thousands,
except number of shares and per share data)
<TABLE>
<CAPTION>
December 31, 1996 March 31, 1997
----------------- ----------------
RMB USD RMB USD
------ ------ ------ ------
<S> <C> <C> <C> <C>
LIABILITIES AND
SHAREHOLDERS' EQUITY
Shareholders' equity
(Note 4):
Common stock, par value
US$ .001 per share;
authorized -
100,000,000 shares;
issued and
outstanding -
5,821,639 shares at
December 31, 1996 and
5,831,639 shares at
March 31, 1997 48 6 48 6
Additional paid-in
capital 117,247 14,126 117,471 14,153
Dedicated capital 11,785 1,420 11,785 1,420
Retained earnings 16,218 1,954 20,609 2,483
------- ------ ------- ------
Total shareholders'
equity 145,298 17,506 149,913 18,062
------- ------ ------- ------
Total liabilities
and shareholders'
equity 458,563 55,248 454,362 54,742
======= ====== ======= ======
</TABLE>
See accompanying notes to
condensed consolidated financial statements.
5
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FREMONT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in thousands,
except number of shares and per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-------------------------------------
1996 1997
--------- ------------------------
RMB RMB USD
--------- --------- ---------
<S> <C> <C> <C>
Sales
- to related companies 10,000 7,517 906
- to others 30,177 36,698 4,421
--------- --------- ---------
40,177 44,215 5,327
Cost of goods sold
- purchases from related
companies 3,259 393
- others 30,484 30,171 3,635
--------- --------- ---------
Gross profit 9,693 10,785 1,299
Selling, general and
administrative expenses 4,219 5,007 603
Less: Shared by SCH (881) (1,298) (156)
Amortization of deferred
pre-operating costs (Note 5) 2,134
Interest expense, net 1,922 2,456 296
Other expense, net 216 47 5
--------- --------- ---------
Income before income taxes 2,083 4,573 551
Provision for income taxes (500) (500) (60)
--------- --------- ---------
Income before minority
interests 1,583 4,073 491
Minority interests 296 318 38
--------- --------- ---------
Net income 1,879 4,391 529
========= ========= =========
Net income per common share .33 .74 .09
========= ========= =========
Weighted average number of
common shares (Note 1) 5,684,962 5,911,642 5,911,642
========= ========= =========
</TABLE>
See accompanying notes to
condensed consolidated financial statements.
6
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FREMONT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------
1996 1997
-------- ----------------
RMB RMB USD
-------- ------ ------
<S> <C> <C> <C>
Cash flows from operating
activities
Net income 1,879 4,391 529
Adjustments to reconcile net
income to net cash used in
operating activities:
Depreciation 2,129 2,854 344
Amortization 2,979 367 44
Minority interests (296) (318) (38)
Rental expense offset
against due from SCH 700 84
Changes in operating
assets and liabilities:
(Increase) decrease in -
Accounts receivable (4,304) (3,961) (477)
Inventories (3,097) (112) (13)
Due from SCH (2,234) 655 79
Due from Easy Keen 2,559 308
Prepayments and other
current assets (14,113) 1,386 167
Other long-term assets (2,207) 85 10
Increase (decrease) in -
Accounts payable 2,089 (9,691) (1,168)
Accrued expenses and
other liabilities 494 (787) (95)
Taxes payable (416) 825 99
Other long-term payables 2,300 72 9
-------- ------ ------
Net cash used in
operating activities (14,797) (975) (118)
-------- ------ ------
Cash flows from investing
activities:
Additions to property, plant
and equipment (7,925)
-------- ------ ------
Net cash used in
investing activities (7,925)
-------- ------ ------
</TABLE>
(continued)
7
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FREMONT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(continued)
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------
1996 1997
-------- ----------------
RMB RMB USD
-------- ------ ------
<S> <C> <C> <C>
Cash flows from financing
activities:
Net proceeds from short-term
borrowings 22,315 4,200 506
Payments of finance lease
obligations (3,117) (375)
Sale of common stock and
warrants, net of costs 3,733
Exercise of warrants 224 27
-------- ------ ------
Net cash provided by
financing activities 26,048 1,307 158
-------- ------ ------
Cash and cash equivalents:
Net increase 3,326 332 40
At beginning of period 6,507 4,806 579
-------- ------ ------
At end of period 9,833 5,138 619
======== ====== ======
</TABLE>
See accompanying notes to
condensed consolidated financial statements.
8
<PAGE>
FREMONT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1996 AND 1997
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization - Fremont Corporation, a Delaware corporation (the "Company"), was
- ------------
incorporated in the State of Utah on April 22, 1955, as Fremont Uranium
Corporation. As of July 1, 1993, a change of domicile merger was effected, the
result of which was that the Company changed its name to Fremont Corporation and
became incorporated in the State of Delaware.
Reverse Acquisition - From 1989 through April 28, 1995, the Company was engaged
- -------------------
in acquiring interests in oil and natural gas properties and in seeking
potential acquisition or merger opportunities. The Company entered into a Share
Exchange Agreement dated as of March 23, 1995, and as amended on March 30, 1995,
with Million Treasure Enterprises Limited ("MTE") and Winfill Holdings
International Limited ("Winfill"), both of which are British Virgin Islands
corporations. Pursuant to the Share Exchange Agreement, on April 28, 1995, the
Company acquired from MTE 41,000 shares of common stock of Winfill, representing
all of the issued and outstanding capital stock of Winfill, in exchange for the
issuance of 4,760,000 shares of the Company's common stock, together with a
warrant which allows MTE and/or its designee to receive up to 2,000,000 shares
of Class B common stock in exchange for an equivalent number of shares of common
stock. The terms of the Class B common stock are identical to that of the
common stock (which will be designated Class A common stock) except that the
holder thereof will be entitled to three votes per share. The warrant can be
exercised after the Company's Certificate of Incorporation is amended to
authorize the Class B common stock.
Immediately prior to this transaction, the Company had a total of 842,639
shares of common stock issued and outstanding, after a 1-for-100 reverse stock
split effective April 28, 1995. The 4,760,000 shares of common stock
represented approximately 85% of the outstanding shares of common stock of the
Company, after all shares were issued and the 1-for-100 reverse stock split was
effected as set forth in the Share Exchange Agreement. All common share and per
share data in the accompanying condensed consolidated financial statements have
been restated to reflect this reverse stock split.
Pursuant to the terms of the Share Exchange Agreement, the Company
transferred to Joseph W. Petrov, the Company's former president and controlling
shareholder, all of its operating assets existing immediately subsequent to the
closing of the previously described transaction (excluding the shares of
9
<PAGE>
Winfill) in exchange for the assumption by Mr. Petrov of all of the liabilities
of the Company as of the closing and the delivery of a release of all
obligations owed by the Company to an affiliate of Mr. Petrov. In addition, at
the closing, each member of the Company's Board of Directors resigned, and was
replaced by representatives of MTE and Winfill.
South China Bicycles Winfill Limited ("SCBW") is a Sino-foreign joint
venture formed to engage in the design, manufacture and marketing of bicycles,
bicycle parts and components and steel tubes. Winfill owns a 98% equity
interest in SCBW and South China Bicycles Company (Holdings) Limited ("SCH"), a
state-owned enterprise incorporated in the People's Republic of China, owns the
remaining 2% equity interest in SCBW. Winfill and SCH formed SCBW effective
July 1, 1994, to acquire and operate the bicycle, bicycle parts and components
and steel tube manufacturing operations of SCH at a consideration of RMB
152,076,000. Except for a 69% interest in South China Bicycles Co. Ltd.
("SCB"), SCBW owns 100% interests in its principal operating subsidiaries, all
of which are organized in the People's Republic of China. The factory
operations of SCBW's subsidiaries are located at several sites in Zhaoqing City,
Guangdong Province, People's Republic of China. SCB owns a 99.99% interest in
Fogance Industries Limited, which is the Hong Kong-based overseas purchasing and
sales agent for the Company. For accounting purposes, the transaction has been
treated as a recapitalization of Winfill with Winfill as the acquiror (reverse
acquisition). The consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America.
The 31% minority interest in SCB is owned by a company of which a
director of the Company is president. The director is also a shareholder of
Easy Keen and of MTE, the controlling shareholder of the Company. The Company
conducts a substantial portion of its sales and purchases through related
parties (SCH and Easy Keen), and has additional significant continuing
transactions with such related parties. The inability of the Company to
continue to conduct a substantial portion of its sales through related companies
could have a material adverse effect on the Company's results of operations and
financial condition.
Foreign Currency Translation - In preparing the consolidated financial
- ----------------------------
statements, the financial statements of the Company are measured using Renminbi
("RMB") as the functional currency. All foreign currency transactions are
translated into RMB using the applicable floating rates of exchange as quoted by
the People's Bank of China prevailing at the date of the transactions. Monetary
assets and liabilities denominated in foreign currencies are translated into RMB
using the applicable exchange rates prevailing at the balance sheet dates. The
resulting exchange gains or losses are recorded in the consolidated statements
of operations for the periods in which they occur.
10
<PAGE>
The Company's share capital is denominated in United States dollars ("USD"
or "US$") and the reporting currency is the RMB. For financial reporting
purposes, the USD share capital amounts have been translated into RMB at the
applicable rates prevailing on the transaction dates.
Translation of amounts from RMB into USD for the convenience of the reader
has been made at the noon buying rate in New York City for cable transfers in
foreign currencies as certified for customs purposes by the Federal Reserve Bank
of New York on March 31, 1997 of US$1.00 = RMB 8.3. No representation is made
that the RMB amounts could have been, or could be, converted into USD at that
rate or at any other certain rate.
Basis of Presentation - The accompanying consolidated financial statements are
- ---------------------
unaudited but, in the opinion of management of the Company, contain all
adjustments necessary to present fairly the financial position at March 31,
1997, the results of operations for the three months ended March 31, 1996 and
1997, and the changes in cash flows for the three months ended March 31, 1996
and 1997. These adjustments are of a normal recurring nature. The consolidated
balance sheet as of December 31, 1996 is derived from the Company's audited
financial statements. The accompanying consolidated financial statements
include the operations of the Company and its subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in financial
statements that have been prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission, although management of
the Company believes that the disclosures contained in these financial
statements are adequate to make the information presented therein not
misleading. For further information, refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form 10-
KSB for the fiscal year ended December 31, 1996, as filed with the Securities
and Exchange Commission.
The results of operations for the three months ended March 31, 1997
are not necessarily indicative of the results of operations to be expected for
the full fiscal year ending December 31, 1997.
Net Income Per Common Share - Net income per common share for the three months
- ---------------------------
ended March 31, 1996 and 1997 is based on the weighted average number of shares
of common stock outstanding, including common stock equivalents. Common stock
equivalents consist of outstanding common stock purchase warrants.
11
<PAGE>
2. INVENTORIES
Inventories consisted of the following at December 31, 1996 and March 31,
1997:
<TABLE>
<CAPTION>
December 31, 1996 March 31, 1997
--------------------------- --------------------------
RMB USD RMB USD
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Raw materials 31,736,000 3,824,000 23,732,000 2,859,000
Work-in-progress 5,232,000 630,000 11,773,000 1,419,000
Finished goods 23,435,000 2,823,000 25,010,000 3,013,000
---------- ---------- ---------- ---------
60,403,000 7,277,000 60,515,000 7,291,000
========== ========== ========== =========
</TABLE>
3. LOAN FROM MTE
The unsecured loan of RMB 33,280,000 from MTE, the parent company, is
denominated in USD, bears no interest, and has no fixed repayment terms.
4. SALE OF SECURITIES
During March 1996, the Company sold 166,000 units, each unit consisting of
one share of common stock and one common stock purchase warrant, which provided
net proceeds of RMB 3,720,000 (USD 448,200). Each common stock purchase warrant
entitles the holder to purchase one share of common stock for US$3.00 per share
on or before February 28, 1998. During February 1997, 10,000 common stock
purchase warrants were exercised, providing net proceeds of RMB 224,000 (USD
27,000), which resulted in the issuance of 10,000 shares of common stock.
5. DEFERRED PRE-OPERATING COSTS
Deferred pre-operating costs represent organization and certain start-
up costs (excluding capital expenditures) related to the new production
facility. Through December 31, 1995, such deferred pre-operating costs
aggregated RMB 8,534,000, and were amortized on the straight line basis over one
year commencing January 1, 1996, the date of commencement of commercial
production from the new production facility. Amortization expense was RMB
2,134,000 for the three months ended March 31, 1996.
12
<PAGE>
6. ANTI-DUMPING INVESTIGATION
The Company manufactures bicycles in the People's Republic of China (the
"PRC" or "China") through its subsidiary, SCB, and exports to the United States
through various distributors and trade intermediaries. Although there are other
markets for SCB's products, the United States market is considered an important
market for SCB.
Pursuant to a petition filed by three United States bicycle manufacturers
in early 1995, the United States International Trade Commission (the "ITC")
launched an anti-dumping investigation against companies which manufacture
bicycles in the PRC for import into the United States. In May 1995, the ITC
found a reasonable indication that "a U.S. industry is materially injured or
threatened with material injury by reason of imports of bicycles (from the PRC)
allegedly sold at less than fair value." After the ITC's initial determination,
the United States Department of Commerce (the "Department of Commerce") began
its investigation of the PRC bicycle manufacturing industry, requesting
financial and other information from several Chinese bicycle manufacturers (not
including SCB), in order to calculate dumping margins and impose anti-dumping
duties.
During November 1995, the Department of Commerce issued a preliminary
determination which calculated a 61.67% dumping margin on bicycles manufactured
by SCB and all but nine Chinese bicycle manufacturers. As a result, each
Chinese bicycle manufacturer which continued to export product to the United
States was required to post a "single-entry bond" equal to the estimated
potential duty on bicycles exported to the United States from the date of the
preliminary notice until the date of the final determination.
In April 1996, the Department of Commerce finalized this dumping margin and
the ITC began its investigation of Chinese bicycle manufacturers. An
affirmative ITC injury or threat of material injury determination would have
resulted in the imposition of the Department of Commerce's dumping margin.
Throughout the investigations by the Department of Commerce and the ITC, SCB has
maintained that it has not engaged in "dumping" bicycles in the United States
market and has opposed the imposition of the anti-dumping duty. In this regard,
SCB and other PRC bicycle manufacturers retained legal counsel to protect their
legal rights and to investigate and pursue several alternative solutions.
On June 4, 1996, the ITC made a negative final determination in its anti-
dumping investigation on imports of bicycles from China. The negative ITC
determination means that the ITC found that there is not a reasonable indication
that a United States industry is materially injured or threatened with material
injury
13
<PAGE>
by reason of imports of bicycles from China. The negative ITC determination
allowed all Chinese bicycle manufacturers (including SCB) to resume exporting to
the United States without the imposition of an anti-dumping duty.
The United States bicycle manufacturers appealed the determinations of both
the Department of Commerce and the ITC in the United States Court of
International Trade on June 30, 1996 and July 19, 1996, respectively. Legal
counsel for SCB responded to such appeals, and, in addition, filed its own claim
pursuant to the Lanham Act to challenge the Department of Commerce's calculation
methodologies with respect to the 61.67% dumping margin.
All litigation regarding the anti-dumping investigation was settled
during March 1997. Pursuant to the settlement, the Lanham Act claim was
dismissed on or about March 4, 1997, and the Department of Commerce action was
dismissed on or about March 26, 1997, and the ITC action was dismissed on or
about March 27, 1997.
14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview:
Effective April 28, 1995, the Company acquired Winfill. Winfill owns a 98%
interest in SCBW, a Sino-foreign joint venture engaged in the design,
manufacture and marketing of bicycles, bicycle parts and components, steel
tubes, and exercise equipment. Winfill commenced operations effective July 1,
1994. Except for a 69% interest in SCB, SCBW owns 100% interests in its
principal operating subsidiaries, all of which are organized in the People's
Republic of China. The factory operations of SCBW's subsidiaries are located at
several sites in Zhaoqing City, Guangdong Province, People's Republic of China.
SCB owns a 99.99% interest in Fogance Industries Limited, which is the Hong
Kong-based overseas purchasing and sales agent for the Company.
For accounting purposes, the transaction has been treated as a
recapitalization of Winfill with Winfill as the acquiror (reverse acquisition).
The consolidated financial statements include the accounts of Winfill and its
majority owned and controlled subsidiaries.
Consolidated Results of Operations:
Three Months Ended March 31, 1996 and 1997 -
Sales for the three months ended March 31, 1997 were RMB 44,215,000, as
compared to RMB 40,177,000 for the three months ended March 31, 1996, an
increase of RMB 4,038,000 or 10.1%. Sales to related companies for the three
months ended March 31, 1997 were RMB 7,517,000 or 17.0% of sales, as compared to
RMB 10,000,000 or 24.9% of sales for the three months ended March 31, 1996, a
decrease of RMB 2,483,000 or 24.8%. Sales to unrelated companies for the three
months ended March 31, 1997 were RMB 36,698,000 or 83.0% of sales, as compared
to RMB 30,177,000 or 75.1% of sales for the three months ended March 31, 1996,
an increase of RMB 6,521,000 or 21.6%. Sales to related companies are both for
domestic and export purposes. The increase in sales in 1997 as compared to 1996
was primarily a result of the resolution of the anti-dumping investigation,
which allowed the Company to resume export sales of bicycles to the United
States during the three months ended September 30, 1996, and the introduction of
an exercise equipment product line in the fourth quarter of 1996, which was
developed primarily for export to the United States.
For the three months ended March 31, 1997, PRC domestic sales were RMB
12,372,000 or 28.0% of sales, and export sales were RMB 31,843,000 or 72.0% of
sales (including RMB 17,322,000 to the United States). For the three months
ended March 31,
15
<PAGE>
1996, PRC domestic sales were RMB 24,607,000 or 61.2% of sales, and export sales
were RMB 15,570,000 or 38.8% of sales. For the three months ended March 31,
1997, sales of bicycles and bicycles parts were RMB 31,915,000 or 72.2% of
sales, and sales of exercise equipment were RMB 12,300,000 or 27.8% of sales.
The Company introduced an exercise equipment product line during the fourth
quarter of 1996, which is expected to become a substantial part of the Company's
business in the future. The Company is a contract manufacturer on a purchase
order basis for original equipment manufacturers that market their products in
the United States through major department stores. The Company began
manufacturing the "AB-Toner" in 1996, and is also manufacturing the "Health
Walker" in 1997. The Health Walker is a portable, stationery exercise machine
with a retail price of approximately US$200. Order backlog for the Health
Walker at March 31, 1997 was approximately RMB 37,000,000, which is expected to
be shipped through October 1997.
Gross profit for the three months ended March 31, 1997 was RMB 10,785,000
or 24.4% of sales, as compared to RMB 9,693,000 or 24.1% of sales for the three
months ended March 31, 1996.
Selling, general and administrative expenses for the three months ended
March 31, 1997 increased by RMB 371,000 or 11.1%, to RMB 3,709,000 or 8.4% of
sales, as compared to RMB 3,338,000 or 8.3% of sales for the three months ended
March 31, 1996, net of amounts assumed by SCH of RMB 1,298,000 and RMB 881,000,
respectively. Selling, general and administrative expenses increased on an
absolute basis in 1997 as compared to 1996 as a result of increased sales, but
remained relatively constant as a percent of sales.
Pursuant to a cost sharing agreement between SCBW and SCH effective January
1, 1995, SCH agreed to bear 40% of certain selling, general and administrative
expenses incurred by SCBW, which represents its share of management and selling
activities incurred by SCBW on SCH's behalf.
Amortization of deferred pre-operating costs for the three months ended
March 31, 1996 was RMB 2,134,000. Deferred pre-operating costs represent
organization and certain start-up costs (excluding capital expenditures) related
to the new production facility. Through December 31, 1995, such deferred pre-
operating costs aggregated RMB 8,534,000, and were amortized on the straight
line basis over one year commencing January 1, 1996, the date of commencement of
commercial production from the new production facility.
Interest expense for the three months ended March 31, 1997 was RMB
2,456,000 or 5.6% of sales, as compared to RMB 1,922,000 or 4.8% of sales for
the three months ended March 31, 1996. The
16
<PAGE>
increase in interest expense in 1997 as compared to 1996 was primarily a result
of an increase in short-term borrowings to support working capital requirements
related to increased sales, particularly with respect to the exercise equipment
product line.
Interest income for the three months ended March 31, 1997 and 1996 was not
material. The Company recognized approximately RMB 4,300,000 of interest income
on amounts due from SCH primarily for the purchase of goods, which was
calculated at a rate of 8.5% per annum and was recorded in the fourth quarter of
1996. The Company has not completed negotiations with SCH with regard to the
recognition of interest income in 1997.
For the three months ended March 31, 1997, net income was RMB 4,391,000
(RMB .74 per share) or 9.9% of sales. Primarily as a result of the amortization
of deferred pre-operating costs, for the three months ended March 31, 1996, net
income was RMB 1,879,000 (RMB .33 per share) or 4.7% of sales.
Consolidated Financial Condition - March 31, 1997:
Liquidity and Capital Resources -
For the three months ended March 31, 1997, the Company's operations
utilized cash resources of RMB 975,000, as compared to utilizing cash resources
of RMB 14,797,000 for the three months ended March 31, 1996, a reduction of RMB
13,822,000, despite an increase in sales in 1997 as compared to 1996. The most
significant components of the cash utilized by operations in 1997 were the
increase in accounts receivable of RMB 3,961,000 and the decrease in accounts
payable of RMB 9,691,000, which were partially offset by the decrease in due
from Easy Keen of RMB 2,559,000 and the decrease in prepayments and other
current assets of RMB 1,386,000.
Primarily as a result of the reduction of current liabilities during the
three months ended March 31, 1997, the Company had a working capital deficit of
RMB 9,189,000 at March 31, 1997, as compared to a working capital deficit of RMB
17,564,000 at December 31, 1996. As a result, the Company's current ratio at
March 31, 1997 was .96:1, as compared to .93:1 at December 31, 1996.
Except with regard to the initial transaction pursuant to which SCBW was
organized and capitalized, the Company's primary method of financing its capital
requirements has been borrowings. Short-term borrowings consist primarily of
bank loans, are unsecured, repayable within one year, have interest rates
ranging from 7.63% to 21.6%, and have been utilized for working capital purposes
and, prior to 1996, to finance the expansion of the production facility and the
purchase of equipment. The Company
17
<PAGE>
had no long-term bank borrowings at December 31, 1996 and March 31, 1997.
During the three months ended March 31, 1997, short-term borrowings
increased by RMB 4,200,000, which were utilized to fund operating requirements
and the payment of finance lease obligations of RMB 3,117,000.
During March 1996, the Company sold 166,000 units, each unit consisting of
one share of common stock and one common stock purchase warrant, which provided
net proceeds of RMB 3,720,000 (USD 448,200). Each common stock purchase warrant
entitles the holder to purchase one share of common stock for US$3.00 per share
on or before February 28, 1998. During August 1996, 5,000 common stock purchase
warrants were exercised, providing net proceeds of RMB 112,000 (USD 13,500),
which resulted in the issuance of 5,000 shares of common stock. For each common
stock purchase warrant exercised in August 1996, the Company issued an identical
common stock purchase warrant to purchase 1.5 shares. During February 1997,
10,000 common stock purchase warrants were exercised, providing net proceeds of
RMB 224,000 (USD 27,000), which resulted in the issuance of 10,000 shares of
common stock.
SCBW is considered by the government of China as an important component of
the bicycle production and exporting base of China, and has been designated for
continuing financial support by the Zhaoqing Branch of the Bank of China. SCBW
has utilized borrowings from the Bank of China to support increases in
production and sales, and to finance the expansion of the production facility
and to purchase equipment. Pursuant to guidelines issued by the government of
China, SCBW increased its short-term borrowings during 1995, 1996 and 1997 from
the Bank of China with loans having maturities ranging from one to two months.
The working capital loans that the Bank of China makes to SCBW are renewed so
long as SCBW's production and business operations continue to meet certain
operating and financial criteria. Management believes that the Bank of China
will continue to renew SCBW's existing borrowings and increase its borrowing
base as necessary to support operations at current levels.
In connection with the formation of SCBW as a Sino-foreign joint venture
between SCH and Winfill in June 1994, Winfill issued a note payable to MTE for
USD 5,000,000. MTE assigned USD 1,000,000 of such note to a third party, which
is included in accrued expenses and other liabilities in the consolidated
balance sheets at December 31, 1996 and March 31, 1997. The USD 4,000,000 note
payable to MTE is unsecured, bears no interest and has no fixed repayment terms.
There have been no payments on this note, which is presented as loan from MTE of
RMB 33,280,000 in the consolidated balance sheets at December 31, 1996 and March
31, 1997. The Company believes that the terms of this loan will
18
<PAGE>
continue until substantial full-scale production at the new facility is reached,
which is expected to take at least until 1998.
Through the end of 1998, SCBW currently plans to expend approximately RMB
40,000,000 with respect to the second phase of development of the new production
complex, including the tube production line and the spare parts welding line.
Although the Company expects to fund the second phase of development through
long-term bank loans, to the extent available, and/or the sale of the Company's
debt or equity securities, there can be no assurances that the Company will be
successful in this regard. To the extent that the Company is unable to arrange
adequate financing under acceptable terms on a timely basis, the Company will
delay the second phase of development of the new production complex. In
addition, during 1997, SCBW plans to add a new paint and assembly line for
exercise equipment, and to upgrade and relocate the steel tube factory to the
new production complex at an estimated cost of RMB 6,000,000.
The Company believes that its cash flow provided by operations, combined
with short-term and long-term borrowings, will be sufficient to support
operations at current levels. However, in order to increase sales and fully
utilize the expanded production capacity of the new production complex, the
Company will require operating capital substantially in excess of that available
from domestic Chinese sources. As a result of the Company's existing capital
structure and reliance on borrowings, such additional operating capital would
most likely be in the form of some type of an equity investment. An important
factor in the Company's ability to increase production levels is the timely
availability of sufficient operating capital at a reasonable cost.
Inflation and Currency Matters -
In recent years, the Chinese economy has experienced periods of rapid
economic growth as well as high rates of inflation, which in turn has resulted
in the periodic adoption by the Chinese government of various corrective
measures designed to regulate growth and contain inflation. During the year
ended December 31, 1996, the general inflation rate in China was in excess of
10% on an annualized basis. Since 1993, the Chinese government has implemented
an economic program designed to control inflation, which has resulted in the
tightening of working capital available to Chinese business enterprises. The
success of the Company depends in substantial part on the continued growth and
development of the Chinese economy.
Foreign operations are subject to certain risks inherent in conducting
business abroad, including price and currency exchange
19
<PAGE>
controls, and fluctuations in the relative value of currencies. Changes in the
relative value of currencies occur periodically and may, in certain instances,
materially affect the Company's results of operations.
A substantial portion of the Company's revenues are denominated in RMB. As
a result, devaluation of the RMB against the USD would adversely affect the
Company's financial performance when measured in USD, and could have material
adverse effects upon the results of operations and financial position. In
addition, a significant portion of revenues will need to be converted into USD
on a continuing basis to meet foreign currency obligations. Although prior to
1994 the RMB experienced significant devaluation against the USD, the RMB has
remained fairly stable during 1994, 1995 and 1996. The swap center rate was
US$1.00 to RMB 8.70 at December 31, 1993, RMB 8.45 at December 31, 1994, RMB
8.32 at December 31, 1995, RMB 8.32 at December 31, 1996, and RMB 8.32 at March
31, 1997.
20
<PAGE>
PART II. OTHER INFORMATION
---------------------------
ITEM 5. OTHER INFORMATION
Effective April 30, 1997, Robert N. Weingarten resigned as Chief Financial
Officer, Assistant Secretary and a Director of the Company.
Effective May 1, 1997, Gao Wei Son and Zhen Da Qing were appointed to the
Board of Directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K - Three Months Ended March 31, 1997:
(1) February 14, 1997 - issuance of common stock
pursuant to Regulation S as payment for note
payable (Item 9).
(2) February 28, 1997 - issuance of common stock
pursuant to Regulation S upon exercise of common
stock purchase warrant (Item 9).
21
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
FREMONT CORPORATION
-------------------
(Registrant)
Date: May 12, 1997 By: /s/ WINSTON WU
------------------------
Winston Wu
President
(Duly Authorized Officer
and Acting Principal
Financial Officer)
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S QUARTERLY
REPORT ON FORM 10-QSB FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> CHINESE RENMINBI
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> .12048
<CASH> 5,138
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0
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<COMMON> 48
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