UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND 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 (I.R.S. Employer
incorporation or organization) Identification No.)
299 Park Avenue, 16th Floor, New York, New York 10171
(Address of principal executive offices - Zip code)
Registrants telephone number, including area code: (212) 644-4441
Former name, former address and former fiscal year, if changed since last
report.
Indicate by checkmark 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 No X
------ ----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by checkmark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes No X
------ ----
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, par value $.01 per share, 4,064,900 shares outstanding as of March
31, 2004.
TRIDENT ROWAN GROUP, INC.
INDEX
Page
----
Part I Financial Information...............................................3
Item 1 Financial Statements................................................3
Consolidated Balance Sheets at March 31, 2001 - Assets..............3
Consolidated Balance Sheets at March 31, 2001 -
Liabilities and Shareholders' Equity................................4
Consolidated Statements of Operations for the three
months to March 31, 2001............................................5
Consolidated Statements of Changes in Shareholders' Equity..........6
Consolidated Statements of Cash Flows...............................7
Notes to Consolidated Financial Statements..........................8
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................17
Item 3 Quantitative and Qualitative Disclosures About Market Risk.........22
Item 4 Controls and Procedures............................................22
PART II-- OTHER INFORMATION.................................................22
Item 1 Legal Proceedings..................................................21
Item 2 Changes in Securities, Use Of Proceeds and Issuer Purchases
of Equity Securities...............................................23
Item 3 Defaults Upon Senior Securities....................................23
Item 4 Submission of Matters to a Vote of Securities Holders..............23
Item 5 Other Information..................................................23
Item 6 Exhibits and Reports On Form 8-K...................................23
Signatures..................................................................24
2
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
March 31, 2001 and December 31, 2000
March 31 March 31 Dec. 31
2001 2001 2000
US$'000 Lira Lira
(000,000) (000,000)
ASSETS
Cash and cash equivalents ........................... $ 3,675 Lira 8,095 Lira 12,737
Marketable securities, at cost ...................... 12,872 28,351 32,417
Receivables ......................................... 532 1,172 953
Trade ............................................. 42 90 25
Other receivables ................................. 490 1,082 928
Prepaid Expenses .................................... 235 517 186
------- ------- -------
TOTAL CURRENT ASSETS ................................ 17,314 38,135 46,293
------- ------- -------
Property, plant and equipment ....................... 35 77 114
At cost ........................................... 81 179 179
Less allowances for depreciation .................. (46) (65) (102)
Unamortized debt charges ............................ -- -- 460
Other assets ........................................ -- 1 2
Tax receivables ..................................... 157 346 2,248
Restricted investment ............................... -- -- 1,000
------- ------- -------
TOTAL ASSETS ........................................ $ 17,506 Lira 38,559 Lira 50,117
======= ======= =======
See Notes to Consolidated Financial Statements
3
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
March 31, 2001 and December 31, 2000
March 31 March 31 Dec. 31
2001 2001 2000
US$'000 Lira Lira
(000,000) (000,000)
LIABILITIES
Current portion of long-term debt ...................... 6,527 14,375 13,492
Accounts payable ....................................... 285 627 846
Accrued expenses and other payables .................... 1,122 2,471 2,791
-------- -------- --------
TOTAL CURRENT LIABILITIES .............................. 7,934 17,473 17,129
-------- -------- --------
Provision for claims ................................... 1,362 3,000 5,050
Minority interests ..................................... 5,242 11,548 19,527
SHAREHOLDERS' EQUITY ................................... 2,968 6,538 8,411
Common stock, par value $0.01 per share:
Authorized 50,000,000 shares,
4,064,900 shares outstanding, ........................ 48 106 106
Additional paid-in capital ............................. 48,434 106,676 106,555
Treasury stock, at cost ................................ (21,754) (47,914) (47,914)
Cumulative translation adjustment ...................... (1,025) (2,257) (1,119)
Accumulated deficit .................................... (22,735) (50,073) (49,217)
-------- -------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY ................... $ 17,506 Lira 38,559 Lira 50,117
======== ======== ========
See Notes to Consolidated Financial Statements
4
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
3 Months ended March 31, 2001 and 2000
March 31 March 31 March 31
2001 2001 2000
US$'000 Lira Lira
(000,000) (000,000)
Selling, general and administrative
expenses ............................................. (410) (904) (1,040)
---------- ---------- ----------
Operating loss ......................................... (410) (904) (1,040)
Interest expense ....................................... (194) (428) (270)
Interest income ........................................ 183 404 409
Other (expense)/income, net ............................ 77 170 127
Amortization of premium for redemption
of subsidiary preferred stock ........................ -- -- (581)
Subsidiary preferred stock dividends ................... -- -- (98)
---------- ---------- ----------
Loss from continuing operations
before income taxes and minority
interests ............................................ (344) (758) (1,453)
Minority interests ..................................... (44) (98) (161)
---------- ---------- ----------
Loss from continuing operations ........................ (388) (856) (1,614)
Discontinued operations (Note 2) ....................... -- -- (1,473)
Losses of motorcycle segment
after income taxes of Lira 92 in 2000 .................. -- -- (1,756)
Profit of steel tube segment
after income taxes of Lira 0 in 2000 ................... -- -- 283
---------- ---------- ----------
Net loss ............................................... $ (388) Lira (856) Lira (3,087)
========== ========== ==========
PROFIT/(LOSS) PER SHARE US$ Lira Lira BASIC
Continuing operations .................................. (0.10) (211) (397)
Discontinued operations ................................ -- -- (362)
---------- ---------- ----------
(0.10) (211) (759)
========== ========== ==========
Weighted average number of common shares
outstanding during the period:
Basic .................................................. 4,064,900 4,064,900 4,069,571
========== ========== ==========
Diluted ................................................ 4,064,900 4,064,900 4,069,571
========== ========== ==========
See Notes to Consolidated Financial Statements
5
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Shareholders' Equity
March 31, 2001
Additional Accumulated other TOTAL Comprehensive
Common paid-in Treasury Other Accumulated SHAREHOLDERS' income/
Comprehensive
lira million stock capital stock Income deficit EQUITY (loss)
-------- ------- -------- ------------ ----------- ----------- -------------
At January 1, 2001 Lira 106 106,555 (47,914) (1,119) (49,217) 8,411 --
Net loss -- -- -- -- (856) (856) (806)
Translation adjustment -- -- -- (1,138) -- (1,138) (1,138)
Vesting of shares subject
to forfeit -- 121 -- -- -- 121 --
------ -------- -------- -------- -------- -------- --------
At March 31, 2001 Lira 106 106,676 (47,914) (2,257) (50,073) 6,538) (1,994)
At March 31, 2001 $'000 48 48,434 (21,754) (1,025) (22,735) 2,968 (905)
====== ======== ======== ======== ======== ======== ========
Accumulated other comprehensive income is represented by differences from the
change in exchange rates from period to period on translation of the financial
statements of non Italian subsidiaries.
See Notes to Consolidated Financial Statements
6
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
March 31, 2001 and 2000
March 31 March 31 March 31
2001 2001 2000
US$'000 Lira Lira
(000,000) (000,000)
Net loss from continuing operations ............................... (388) (856) (1,614)
Adjustments to reconcile net loss to net
cash (used)/provided by continuing operations:
Depreciation and amortization ..................................... 7 16 89
Amortization of debt charges ...................................... 53 117 117
Non-cash finance income from discontinued
operations ...................................................... -- -- (306)
Change in Minority interests ...................................... 44 98 161
Amortization of premium for redemption of
subsidiary preferred stock ...................................... 581
Other operating activities ........................................ (36) (80) (12)
Changes in operating assets and liabilities:
Trade and other receivables ....................................... (87) (192) 385
Prepaid expenses .................................................. 18 40 (25)
Accounts payable and accrued expenses ............................. (1,457) (3,209) (2,155)
------- ------- -------
Net cash (used)/provided by operating
activities ....................................................... (1,846) (4,066) (2,779)
------- ------- -------
Investing activities:
Net (increase)/decrease in investments ............................ 1,846 4,066 --
Purchase of minorities in OAM ..................................... (2,340) (5,153)
Cash of Subsidiary disposed ....................................... -- -- (229)
Purchases of property, plant and equipment ........................ -- -- (10)
------- ------- -------
Net cash (used)/provided by investing
activities ...................................................... (494) (1,087) (239)
------- ------- -------
Financing activities
Repurchases of shares ............................................. (1,659)
Issuance of subsidiary preferred stock ............................ -- -- 11,386
------- ------- -------
Net cash provided/(used) by financing
activities ...................................................... -- -- 9,727
------- ------- -------
(Decrease)/increase in cash from continuing
operations ...................................................... (2,340) (5,153) 6,709
Cash from/(used by) discontinued operations ....................... -- (16,465)
Exchange movement on opening cash ................................. 232 511 589
Cash, beginning of period ......................................... 5,783 12,737 12,468
------- ------- -------
Cash, end of period ............................................... $ 3,675 8,095 3,301
======= ======= =======
See Notes to Consolidated Financial Statements
7
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
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 2000 Annual Report
on Form 10-K. All adjustments necessary for the fair presentation of the results
of operations for the interim periods covered by this report have been included.
All of such adjustments are of a normal and recurring nature. The results of
operations for the three months ended March 31, 2001 are not necessarily
indicative of the operating results for the full year.
The consolidated financial statements through the date of the disposal of the
Company's operations were shown in Italian Lira ("Lira") because all of the
Company's material operating entities were based in and operated entirely in
Italy. Pending evaluation of its alternatives, following the disposal of its
operations, the Company invested the major part of the net proceeds from the
disposals of Lira-denominated cash and cash-equivalents, and then moved these
amounts to US$-denominated bank accounts. Accordingly, the consolidated
financial statements at March 31, 2001 continue to be shown in Lira. The
translation of Lira amounts into U.S. dollar amounts is included solely for the
convenience of the readers of the financial statements and has been calculated
at the rate of Lira 2,202.5 to US$ 1.00, the approximate exchange rate at March
31, 2001. It should not be construed that the assets and liabilities, expressed
in U.S. dollar equivalents, can actually be realized in or extinguished in U.S.
dollars at that or any other rate. All currency amounts in these financial
statements are in Lira unless specifically designated in other currencies.
When the actual currency of the transaction is denominated in US Dollars, then
the US Dollar amount has been shown in the relevant note and/or table and
indicated as "US Dollar, actual transaction currency".
NOTE 2 - DISCONTINUED OPERATIONS
Discontinued Motorcycle Operations
Sale of motorcycle operations
On September 7, 2000, Moto Guzzi Corporation ("Moto Guzzi"), a 62.7% owned
subsidiary, closed the sale of all its operating subsidiaries to Aprilia S.p.A.
("Aprilia"). On August 11, 2000, at a special meeting of stockholders, Moto
Guzzi's stockholders approved the sale of the operating subsidiaries and changed
the corporate name from Moto Guzzi to Centerpoint Corporation ("Centerpoint").
This was approved by over two-thirds of the Company's Class A Common Stock
Stockholders.
Proceeds from the sale were Lira 81,574 million. The Share Purchase Agreement
required the Company to place Lira 9,375 million of the total proceeds into
escrow in case of any breach of representations and warranties claims by
Aprilia. Funds from the escrow account were to be released to Centerpoint in two
payments, Lira 7,000 million was to be released on September 8, 2001 and up to
Lira 2,375 to be released on September 8, 2007. Aprilia undertook to evaluate,
on a best efforts basis, an earlier resolution of the escrow accounts. See Note
6, "Subsequent Events" for a discussion of subsequent claims made by Aprilia
against the escrow accounts, release of escrow funds to Aprilia and settlement
of such matters in 2003.
8
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
NOTE 2 - DISCONTINUED OPERATIONS (continued)
SIREF S.p.A. and San Paolo Finanziaria S.p.A. (both affiliates of
Intermediazione Mobiliare IMI S.p.A. ("IMI") acted as fiduciary agents for the
closing). In accordance with invoices submitted to them, they paid IMI Lira
11,401 million, in respect of fees and expenses claimed to be due to IMI, paid
Lira 505 million to Carnelutti, the Company's Italian counsel, and then paid the
remaining proceeds of Lira 60,293 million to Centerpoint. Since early July 2000,
the Company has disputed IMI's interpretation of the calculation of the fee due
to them based on their engagement letter. See Note 6, "Subsequent Events" for
further discussion regarding disputed fees.
Centerpoint used the proceeds to settle outstanding payables of approximately
Lira 2,700 million and to redeem, prior to September 30, 2000, all outstanding
Series B Preferred Stock for a price equal to US$ 100 (actual transaction
currency) per share plus accrued dividends thereon, for a total of approximately
US$ 12.6 million (actual transaction currency) (approximately Lira 28,300
million at the then prevailing exchange rate). The Company received
approximately US$ 5.2 million (actual transaction currency) (approximately Lira
11,400 million at the then prevailing exchange rate) of this amount. Following
such payment, Centerpoint had approximately Lira 29.3 billion in cash and rights
to the remaining balance at the time of release of the Lira 9,375 million being
held in escrow, as described above. Cash was invested in short-term fixed
interest securities pending evaluation of the alternatives available with
respect to such funds.
The measurement date of the disposal was July 1, 2000, reflecting the latest
date prior to sale for which the Company has complete financial information. Net
proceeds from the disposal exceeded the net assets of the operations sold and
the Company has recorded a gain in the third quarter of 2000 of Lira 56,439
million on the disposal before minority interests of Lira 18,796 million. Such
gain was calculated after providing fully against eventual amounts receivable
from the escrow accounts. Moto Guzzi changed its name to Centerpoint pursuant to
the sale of its motorcycle operations to Aprilia and is listed on the
over-the-counter market in New York under the ticker "CPTX." Sales and results
of operations for period in 2000 to the effective disposal date of July 1, 2000
are as follows:
In millions of Lira To date of
disposal
2000
Net sales 50,994
Loss before taxes (7,810)
Provisions for taxes (514)
--------------------
Net loss from discontinued operations of
Motorcycle operations before minority interests (8,324)
Minority interests 3,946
--------------------
Net loss (4,378)
====================
The statement of operations includes income charged to the motorcycle operations
of Lira 306 million in 2000.
9
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
NOTE 2 - DISCONTINUED OPERATIONS (continued)
Net assets/(liabilities) of the discontinued motorcycle operations at the
effective date of disposal of July 1, 2000 and at December 31, 1999 were as
follows:
July 1 Dec. 31
In millions of Lira 2000 1999
Current assets ........................ 68,361 61,926
Current liabilities ................... (72,844) (79,385)
--------- ---------
Net current liabilities................ (4,483) (17,459)
---------- ---------
Property, plant and equipment ......... 12,792 14,638
Other long-term assets ................ 2,510 889
Long-term liabilities ................. (9,512) (10,000)
--------- ---------
Net non-current assets ................ 5,790 5,527
--------- ---------
Net advances due from operations, sold - 3,235
as part of disposal transaction........ ========= =========
Net assets/liabilities of discontinued
operations............................. 1,307 (8,697)
========= =========
In 2000 the Company provided the discontinued motorcycle operations with cash,
in the form of capital and advances, of Italian Lira 15,941 million
(1999-Italian Lira 14,331 million) to finance its operations.
1999 Gain on merger of discontinued motorcycle operations
On March 5, 1999, through a series of transactions, the Company sold 40% of its
interest in Moto Guzzi to the shareholders of North Atlantic Acquisition
Corporation ("North Atlantic") for approximately US$ 8.9 (actual transaction
currency) million (Lira 16,006 million) in cash, from which merger expenses of
approximately US$ 0.8 million (actual transaction currency) (Lira 1,400 million)
were subsequently paid, to finance the operations of Moto Guzzi. As a result,
the Company recorded a gain of Lira 25,837 million in the first quarter of 1999,
including the effects of the exchange of redeemable preferred stock of Moto
Guzzi into common stock of North Atlantic, which represented Italian Lira 13,132
million of such gain.
10
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
NOTE 2 - DISCONTINUED OPERATIONS (continued)
Discontinued steel tube operations
The Company disposed of L.I.T.A. S.p.A. ("LITA") for Lira 2,470 million in July
2000 for a consideration of Lira 1,470 million. The Company also provided a bank
guarantee for Lira 1,000 million to secure any claims the purchaser may have for
breaches of representations and warranties given by the Company through December
31, 2004. The bank guarantee is secured by an investment of the Company held by
the bank that issued the guarantee. The Company settled Lira 165 million of
claims by the purchaser in 2001 and recognized this expense in the consolidated
statements of operations. Operations of LITA in 2000 through the effective date
of disposal were as follows:
In millions of Lira To date of
disposal
July 1, 2000
Net sales 10,638
Profit before taxes 706
Provisions for taxes -
----------------
Net profit from discontinued operations of
steel tube operations before minority interests 706
Minority interests (101)
----------------
Net profit 605
================
Net assets of the discontinued steel tube operations at the effective date of
disposal and at December 31, 1999 are as follows:
In millions of Lira July 1 Dec. 31
2000 1999
Current assets ...................... 12,522 12,378
Current liabilities.................. (10,528) (11,005)
-------- ---------
1,994 1,373
-------- ---------
Property, plant and equipment........ 1,421 1,510
Other long-term assets............... 208 215
Long-term liabilities................ (1,134) (1,315)
-------- ---------
495 410
-------- ---------
Provision for disposal............... - (245)
-------- ---------
Net assets of discontinued operations 2,489 1,538
-------- ---------
11
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
NOTE 3 - ISSUANCE OF SERIES B REDEEMABLE PREFERRED STOCK BY SUBSIDIARY
On February 25, 2000, Centerpoint issued 123,500 shares of a new Series B
Preferred Stock to Fineco, and affiliates of Fineco, the Company, OAM, the
majority stockholder of the Company, William Spier and affiliates of Barry
Fingerhut (directors of Centerpoint until January 2002) for US$ 100 (actual
transaction currency) per share (an aggregate price of US$ 12,350,000 (actual
transaction currency)). Fineco and its affiliates purchased 60,000 shares and
the Company purchased 35,000 shares, for cash. Mr. Spier and affiliates of Mr.
Fingerhut received a total of 12,500 shares in satisfaction of advances they had
made to Centerpoint in August 1999 and 16,000 shares were issued to OAM in
partial satisfaction of outstanding loans due to it.
The holders of the Centerpoint Series B Preferred Stock were entitled to receive
dividends at the rate of US$ 7 (actual transaction currency) per share per year
before any dividends may be paid with regard to Centerpoint's Class A Common
Stock, and to receive distribution of US$ 100 (actual transaction currency) per
share in liquidation of the Centerpoint before any liquidation distributions are
made with regard to its Class A Common Stock. Centerpoint was required to redeem
the Series B Preferred Stock for US$ 100 (actual transaction currency) per share
plus accrued dividends on December 28, 2001. Holders of Series B Preferred Stock
did not have voting rights, except the right to approve issuance of securities,
which would affect the Series B Preferred Stock and the incurrence of debt,
other than refinancing of existing debt or lines of credit used by Centerpoint
to finance its day-to-day operations. Each share of Series B Preferred Stock was
convertible into Class A Common Stock at a conversion price of US$ 5.00 (actual
transaction currency), based upon the liquidation preference of the Series B
Preferred Stock (US$ 100 (actual transaction currency), plus accrued dividends,
per share, meaning each share of Series B Preferred Stock is convertible into
approximately 20 shares of Class A Common Stock.
Centerpoint received Lira 18,329 million in cash, net of Lira 516 million of
expenses in respect of the issuance of the Series B Preferred Stock and also
recorded Lira 2,479 million in respect of the William Spier and Barry Fingerhut
advances and Lira 3,174 million in respect of the OAM loan for a total of Lira
23,982 million.
Centerpoint agreed with the Series B preferred stockholders that, following the
sale to Aprilia, it would redeem the Series B preferred stock on September 30,
2000 and they agreed not to convert their Series B stock if Centerpoint redeemed
the stock by this date. Such redemption was affected, with redemption payments
made on the first business day of October 2000. The Company recorded accretion
expense of Lira 2,731 million.
In connection with issuance of the Series B preferred stock, Centerpoint issued
300,000 shares of Class A common stock to the Company for a purchase price of
US$ 0.01 (actual transaction currency) per share, in consideration of Trident
Rowan's participation in the Series B financing and their successful efforts to
get Fineco, S.p.A. to subscribe for Series B shares. These 300,000 shares were
issued in July 2000. This resulted in the acquisition of a portion of the
minority of the minority interest which was accounted for under the purchase
method and increased paid in capital by Lira 1,477 million. Additionally, in
connection with Fineco's purchase of the Series B shares Centerpoint paid a
commission of US$ 180,000 (actual transaction currency) to Andrea della Valle, a
director of the Company, and paid US$ 80,000 (actual transaction currency) to
Investec Ernst & Company, an investment banking firm, where Mark Segall, a
director of the Company, was an executive officer at the time.
12
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2001
NOTE 4 - SALE OF TEMPORARY MANAGEMENT SERVICES SUBSIDIARY
In January 2000, the Company sold its temporary management services subsidiary
to its management in exchange for 55,000 shares of the company with a fair value
of Lira 390 million at the date of sale.
NOTE 5 - PURCHASE OF MINORITY INTERESTS IN OAM SUBSIDIARY
On March 1, 2001, the Company purchased minority interests of 15.65% in its OAM
subsidiary from DaimlerChrysler for US$2.5 million (actual transaction
currency), equivalent to Lira 5,153 million at the effective accounting date for
this transaction of January 1, 2001. The fair value of the assets acquired was
Lira 8,081 million. The resulting negative goodwill of Lira 2,928 million was
applied to write down non-current assets of OAM: tax receivables were written
down by Lira 1,907 million, restricted investment (related to the sale of Lita,
see Note 3 above) by Lira 1,000 million and tangible fixed assets by Lira 21
million.
NOTE 6 -SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS
Centerpoint Loan; Early payoff of the Company's 5% Convertible Debentures
The 5% Convertible Debentures in an aggregate amount of US$ 6,250,000 (actual
transaction currency) were scheduled to come due in December 2001. On June 13,
2001 the Company, OAM and Centerpoint entered into a loan agreement (the
"Centerpoint Loan Agreement") wherein subject to the terms and certain
conditions set forth therein Centerpoint agreed to lend the Company US$
4,200,000 (actual transaction currency) (the "Centerpoint Loan"). On June 13,
2001 Centerpoint made the Centerpoint Loan and the Company issued Centerpoint
the Company's Promissory Note. On June 15, 2001 the Company paid the holders of
US$ 6,000,000 (actual transaction currency) of the Debentures US$ 4,207,500
(actual transaction currency) in cash, which the Debenture holders accepted as
payment in full (including past due interest). This was approximately a 29.3%
discount from their face value, and a 31.5% discount on the total amount owed.
In July 2001, Emanuel Arbib, the holder of the remaining US$ 250,000 (actual
transaction currency) of the Debentures accepted US$ 218,750 (actual transaction
currency), a 14.4% discount from its face value, as payment in full on such
Debentures.
The Centerpoint Loan bears interest at a rate of 5 % per annum, is repayable in
full on June 13, 2003 and was secured by the 300,000 shares of Centerpoint
common stock then owned by the Company. The Loan Agreement also provided that
the Centerpoint Loan was to be secured by 1,200,000 of the shares of Centerpoint
common stock owned by OAM and provided that OAM was to enter into a Limited
Recourse Guaranty Agreement wherein it was to guarantee the Company's
obligations under the Centerpoint Loan Agreement. OAM's liability under the
Limited Recourse Guaranty would have been limited to the value of the
Centerpoint shares to be pledged by OAM. OAM's pledge of the 1,200,000 shares of
Centerpoint common stock and the Limited Recourse Guaranty Agreement were in
fact, never executed. On January 15, 2002, Centerpoint assigned the Company's
Promissory Note and rights under the Centerpoint Loan Agreement to Bion as
partial consideration for the purchase of the Bion shares. Shortly thereafter,
Bion assigned the Company's Promissory Note and rights under the Centerpoint
Loan Agreement to OAM as partial consideration for the Centerpoint shares
acquired from OAM. The Promissory Note still remains unpaid and is in default at
the date of this report.
13
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
NOTE 6 -SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS - (continued)
Wilson Litigation: Settlement of Wilson litigation
In January 2002, the judge in the Company's litigation against Travelers
Insurance Company ("Travelers") arising out of the Wilson litigation determined
that Travelers was liable to the Company for US$ 1,000,000 (actual transaction
currency), plus the Company's legal fees in connection with the litigation, less
a reasonable premium. Traveler's subsequently challenged the reasonableness of
the legal fees and the judge requested explanatory submissions from both
Travelers and the Company. In July, 2002 the judge ruled that the fees were
reasonable, but that certain duplications should be eliminated. In September
2002 the court rendered a judgment in favor of the Company against Travelers in
the amount of US$ 1,822,979(actual transaction currency). Travelers appealed the
judgment and, in December 2003, the parties entered into a settlement agreement
which provided among other things for the payment of $1,450,000 to the Company
by Travelers, which amount was received in December 2003.
Rawlings Litigation
On February 11, 2002 the Company entered into a settlement agreement with
Rawlings Sporting Goods Company ("Rawlings") with respect to the Rawlings
litigation. Under the settlement agreement the Company agreed to transfer
160,000 shares of Centerpoint Common Stock to Rawlings and the Company and
Rawlings agreed to voluntarily dismiss the Rawlings litigation and to release
each other from all claims relating to the litigation, subject to the transfer
of the shares. The Centerpoint shares were transferred to Rawlings in May 2002,
and the claims against the Company have been dismissed with prejudice.
Dispute with IMI concerning its fees
On February 11, 2002 Centerpoint brought a suit against IMI before the Civil
Section of the Court of Milan, Italy seeking reimbursement of Lira 8,766 million
(approximately $4,253,000) of the Lira 11,401 million ($5,532,000) paid to IMI
at the closing. At the first hearing with respect to the claims, on July 2,
2002, IMI's legal counsel filed a Defense Pleading requesting among other
things, the rejection of the claims, and the joining of the Company as a party
to the litigation. A hearing with respect to the case was held on November 15,
2002, at which time the judge determined that the parties were not amenable to
settling the litigation. A further hearing was held on February 6, 2003, at
which time the judge fixed May 2, 2003 as the deadline for each party to file a
pleading summarizing the such party's requests for evidences, set June 2, 2003
as the date for each party to respond to the other party's pleading, and set
October 14, 2003 as the trial date for a decision on the case. On October 14,
2003, the judge fixed a further hearing for March 2004, requesting again that
the parties consider settlement between them of the dispute.
14
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
NOTE 6 - SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS (continued)
Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request for
Arbitration Settlement
Pursuant to the terms, and subject to the conditions, of the Share Purchase
Agreement and the Escrow Agreement relating to the sale of Moto Guzzi's
operating subsidiaries, Lira 9,375 million of the proceeds of the sale were
placed into escrow.
By a letter dated December 21, 2000, legal counsel for Aprilia asserted various
claims against Centerpoint relating to Centerpoint's representations and
warranties under the Share (the "Alleged Claims"). On July 13, 2001
Centerpoint's Italian counsel sent a letter to Aprilia's counsel contesting all
of the Alleged Claims.
By letter dated July 13, 2001 Aprilia requested that IMI, the escrow agent under
the Escrow Agreement, pay them Italian Lira 7,611 million in respect of the
Alleged Claims. On July 26, 2001, in spite of being aware of Centerpoint
contesting of each of the Alleged Claims and its intention to seek arbitration,
IMI advised Centerpoint that it had paid Italian Lira 7,611 million from the
escrow account to Aprilia in respect of the Alleged Claims. Pursuant to the
Share Purchase Agreement and Escrow Agreement, each of which provides that
disputes among the parties be arbitrated, the Company filed with the
International Arbitration Court of the International Chamber of Commerce a
Request for Arbitration in Accordance with Article 4 of the ICC Rules of
Arbitration relating to the Alleged Claims and the payment by IMI. Subsequent to
the Company's filing, a committee was formed in Milan, Italy to hear the case on
16 November 2001. The company requested restitution of the Italian Lira 7,611
million (approximately US$ 3,692,000 ) paid to Aprilia, plus interest and costs.
In October 2003, following indications by the Arbitration committee of their
considerations regarding the claims, Centerpoint, OAM and Aprilia entered into
agreement to settle the matter with Aprilia paying Euro 1,420,256 (approximately
Italian Lira 2,900 million) to Centerpoint, of which Euro 206,583 was designated
to cover legal fees. Under the terms of the Bion agreement, below, OAM has the
right to 65% of the net proceeds of this settlement.
The residual balance of approximately Euro 1.0 million remaining in the escrow
account relates to eventual claims regarding taxes and social security
contributions and such balance, if any after eventual successful claims by
Aprilia, will be released in September 2007. The Company is entitled to 65% of
amounts eventually released.
15
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
NOTE 6 - SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS (continued)
Bion Transaction
The Board of Directors of Centerpoint met to evaluate the alternative strategies
and investments available to it. Investec Ernst & Co., who had been hired in
June 2001 to assist in this process, presented to the Centerpoint Board their
conclusions on a number of potential investments. In December 2001, the
Centerpoint Board resolved to approve the acquisition of 19,000,000 shares of
Bion, an environmental service company focused on the needs of confined animal
feeding operations.
On January 15, 2002, Centerpoint closed the transaction with Bion by purchasing
19,000,000 shares of restricted stock of Bion in exchange for approximately
US$8.5 million (actual transaction currency) in cash (substantially all of
Centerpoint's cash), the US$4.2 million (actual transaction currency)
Centerpoint loan to TRG (including accrued interest), and the assignment of 65%
of Centerpoint's claims with respect to the escrow accounts from the sale of
Moto Guzzi to Aprilia and claims against IMI.
Immediately upon consummation of this transaction, Bion purchased a 57.7%
majority interest in Centerpoint from OAM. The total consideration paid by Bion
consisted of (i) US$3,700,000 (actual transaction currency) in cash, (ii) the
assignment of the US$4.2 million (actual transaction currency) Centerpoint loan
to TRG (including accrued interest) and related loan guarantees, (iii) the
assignment of the 65% interest in the Company's claims with respect to the
escrow accounts and claims against IMI, (iv) the issuance of 1,000,000 shares of
Bion's common stock, and (v) the issuance of a warrant to acquire 1,000,000
shares of Bion's common stock at a price of US$0.90 (actual transaction
currency), with expiration date of January 10, 2007. Bion agreed among other
things (i) file a with SEC a Registration Statement with respect to the Bion
Shares issued in the transactions above, as soon as practicable, and within 90
days of Centerpoint's filing with the SEC of its December 31, 2001 Form 10-K,
and to use its best efforts to cause such Registration Statement to be declared
effective as soon as practicable thereafter.
David Mitchell, a director of Centerpoint, was the Chairman, President, Board
Member and a principal stock and warrant holder of Bion at the time of the
transaction. Additionally a portion of the proceeds of the Bion Investment was
used to pay off US$ 718,485 (actual transaction currency) of indebtedness of
Bion owed to Mr. Mitchell. Mr. Mitchell subsequently resigned from all his Bion
positions in January 2003.
On January 24, 2002, David Mitchell was elected as Centerpoint's President and
CEO. David Mitchell, a former CEO, a founder, a stockholder and option holder of
the Company, was the only director of Centerpoint until January 2003. Following
the Bion Investment and Bion acquisition of Centerpoint Shares, all of
Centerpoint's directors, other than David Mitchell, resigned from their
positions on the Company's Board of Directors. Bill Spier, one of Centerpoint's
Directors until he resigned on January 24, 2002, sits on Bion's Advisory Board.
On January 21, 2002, Howard Chase, a director of Centerpoint until he resigned
on January 15, 2002, joined the Board of Directors of Bion. In January 2003 Mr.
Mitchell resigned from his positions at Centerpoint and three new Directors were
elected.
16
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2001
NOTE 6 - SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS (continued)
On February 20, 2003 Bion filed a Form 8-K with the SEC stating among other
things, that (i) it had informed its employees that it does not have funds to
pay its employees beyond February 15, 2003, (ii) although Bion was seeking
outside sources of capital, it had not been able to secure financing necessary
for its current and future operations, (iii) there could be no assurance that
sufficient funds would be available from external sources, and (iv) it would be
forced to substantially curtail or cease its current business activities unless
it is able to immediately raise capital from outside sources.
In April 2003, Bion determined that the anti-dilution provisions in its
agreements with Centerpoint and OAM were preventing it from being able to raise
outside financing. In order to remedy this situation, and in anticipation of
receiving up to $1,925,000 in new financing, on April 23, 2003, Bion entered
into an agreement with Centerpoint providing that Centerpoint cancel all
antidilution and penalty provisions in existing agreements between Bion and
Centerpoint, and on May 23, 2003, OAM and Bion entered into an agreement
providing among other things: (i) that OAM waive the anti-dilution provisions
contained in its original agreement with Bion, (ii) for clarification of certain
reimbursements required to be made by Bion under the original agreement relating
to certain claims being handled by OAM on behalf of Centerpoint and OAM, (iii)
the payment by Bion to OAM of US$80,000 (actual transaction currency) plus
US$10,000 (actual transaction currency) in legal expenses.
As noted in Bion's 10-Q for the quarter ended September 30, 2003, the
US$1,925,000 (actual transaction currency) financing was never completed and as
of the date of this report Bion does not have the capital necessary to continue
operations. In January 2004 Bion closed its New York office, and all remaining
employees and consultants are working from their homes. Bion needs additional
funds to continue its operations which it has severely limited. There can be no
assurance that Bion will be able to obtain such additional funds.
In February 2003 Centerpoint filed a Certification and Notice of Termination of
Registration with the SEC, and as a result is no longer a publicly-held Company.
On January 16, 2004, Bion filed a Certification and Notice of Termination of
Registration with the SEC, and as a result is no longer a publicly held Company.
In January 2004 Centerpoint distributed all Bion shares owned by it pro-rata to
the holders of it's Common Stock. As a result, the Company received 44,240 Bion
shares, which are deemed to be of no value.
Release of LITA S.p.A. Guarantee
On March 31, 2004 the purchasers of LITA S.p.A. agreed to release the Company
from any other further obligations under its escrow pertaining to potential tax
liabilities, which had been due to expire on December 31, 2004. In connection
with this release, the Company paid (euro) 30,000 in 2004 and will record a gain
of (euro)486 thousand in the first quarter of 2004.
CDS Srl
In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from OAM real
estate in via Baronia, Rome and entered into a leasing arrangement with the
leasing company. Subsequently, on October 9, 1999, CDS brought a claim against
OAM in the Rome Civil Court alleging that the commercial designation of the
property in 1998 was not properly disclosed and consequently its lease payments
were excessive and sought reimbursement of the lease payments that it considered
excessive from OAM in an aggregate amount of approximately (euro)800 thousand.
17
The proceedings have continued intermittently over the years. On March 25, 2004,
the Court requested that the parties present their conclusions in order for it
to render a final verdict, presumably within 80 days. It is management's opinion
that the risk of a negative judgment is low and the potential liability remote.
Comtech Deal
Following a non-binding letter of intend dated December 30, 2003 between the
Company and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the
Company and Comtech entered into an agreement in principle pursuant to which
Comtech may transfer all of its equity to the Company and the Company, in turn
may issue to Comtech's shareholder 42,000,000 shares of the Company's stock.
Following the transaction, Comtech's shareholders may control approximately
91.2% of the Company's common stock (87.5% including options and warrants
outstanding). Comtech is in the business of distributing electronic component,
providing value added design services and developing manufacturing electronic
components for the telecommunications and electronic market and has a majority
of its operating subsidiaries located in China.
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Portions of the discussion and analysis below 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, lack of adequate capital to continue operations, changes in currency
exchange rates, other factors discussed in the report as well as factors
discussed in other filings made with the Securities and Exchange Commission.
Although the Company believes that the assumptions underlying the forward
looking statements contained herein are reasonable, any of the assumptions could
prove inaccurate, and therefore, there can be no assurance that the forward
looking statements included herein will prove to be accurate.
General
In calendar year 2000, the Company disposed of two of its industry segments with
the sale of its motorcycle and steel tube operations, as discussed in Item 1.
These have been accounted for as discontinued operations and the results of
operations for prior years have been restated to reflect the discontinuance.
Three months ended March 31, 2001 compared to three months ended March 31,
2000
Selling, general and administrative expenses of Lira 904 million were
approximately 13.1% lower in 2001 compared to the same period of 2000. Despite
the reduction the Company's cost saving program is still hindered by the need to
maintain accounting and tax compliance systems for both Italian and U.S.
purposes and the complexity of the disposal programs and corporate restructuring
programs.
Other costs include rent and office expenses for the Company's offices in New
Jersey (closed in August 2000) and in Milan, Italy, tax, accounting and
compliance costs in the U.S. and Italy, professional fees in connection with the
disposal of operations in Italy, public company costs in the U.S. and certain
statutory costs in Italy.
In 2000, impairment costs of Italian Lira 90 million reflect the write-off of
residual amounts of goodwill.
Interest expense in 2001 and 2000 principally reflect interest on the Company's
US$ 6.25 million (actual transaction currency) 5% debentures issued in December
1999 and repaid in June 2001 and residual debt in OAM, repaid in April 2001.
Interest income in 2001 and 2000 principally reflects interest earned on cash
and interest accrued on tax receivables. Interest income in 2000 included
Italian Lira 306 million receivable by OAM for the value of warrants of Moto
Guzzi issued to OAM as remuneration for the ongoing finance provisions to the
disposed motorcycle operations.
18
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
In 2000, the Company recorded a charge of Italian Lira 3,062 million of
amortization for the premium on redemption of Series B Preferred Stock of
Centerpoint. Such charge largely related to exchange differences as the Series B
Preferred Stock was denominated in U.S. Dollars. The Company also incurred
Italian Lira 639 million of financing costs in the form of preferred stock
dividends payable to external holders of the Series B Preferred Stock.
As a result of the above items, losses from continuing operations before taxes
and minority interests decreased to Lira 758 million in 2001 from Lira 1,453
million in the same period of 2000.
The Company recorded a net loss of Lira 856 million in the three months to March
31, 2001 compared to a net loss of Lira 3,087 in the corresponding period of
2000. Other than the effects of the items mentioned above, the three month
period to March 31, 2000 was affected by a total net loss of Lira 1,473 million
deriving from the discontinued motor cycle operation losses (Lira 1,756 million)
and the profits of the steel tube segment (Lira 283 million).
Liquidity and Capital Resources
Significant cash activities in the three months ended March 31, 2001
The Company recorded a negative cash flow of Lira 5,153 millions in the 3 month
period ended March 31, 2001.
In December 2000, the Company and Gould, the co-defendant in the Wilson
Litigation executed a settlement agreement and release with the plaintiff under
which each of the Company and Gould paid US$ 1,025,000 (actual transaction
currency) to settle the claims with the plaintiff. On June 15, 2001, a verdict
was rendered by the Court of Common Pleas of Philadelphia County holding that
the Company was responsible for paying all settlement funds and ordering the
Company to pay Gould US $1,025,000 (actual transaction currency) plus interest
at a rate of 7% per annum from the date Gould paid the plaintiffs. Such amount
was paid in 2001.
On 1 March 2001, the Company purchased minority interests of 15.65% in its OAM
subsidiary from Daimler Chrysler for US$2.5 million (actual transaction
currency), equivalent to Lira 5,153 million at the effective accounting date for
this transaction of 1 January 2001. The fair value of the assets acquired was
Lira 8,081 million. The resulting negative goodwill of Lira 2,928 million was
applied to write down non-current assets of OAM: tax receivables were written
down by Lira 1,907 million, restricted investment (related to the sale of Lita,
see Note 3 above) by Lira 1,000 million and tangible fixed assets by Lira 21
million.
Future liquidity needs
The disposals of Moto Guzzi and LITA generated sufficient cash for the Company
to maintain operations which following the disposal related only to corporate
costs in winding down the Company's activities and legal fees related to various
litigation described above.
19
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
The Company's 5% Convertible Debentures in an aggregate amount of US$ 6,250,000
(actual transaction currency) were scheduled to come due in December 2001. As
the major portion of the Company's funds were held by Centerpoint, in order to
finance the redemption of the Convertible Debentures the Company needed to
utilize funds held by Centerpoint. On June 13, 2001 the Company, OAM and
Centerpoint entered into the Centerpoint Loan Agreement wherein subject to the
terms and certain conditions set forth therein Centerpoint agreed to lend the
Company US$ 4,200,000 (actual transaction currency). On June 13, 2001
Centerpoint made the Centerpoint Loan and on June 15, 2001 the Company paid the
holders of US$ 6,000,000 (actual transaction currency) of the Debentures US$
4,207,500 (actual transaction currency) in cash, which the Debenture holders
accepted as payment in full on the Debentures (including past due interest),
representing a 31.5% discount from their face value. The Centerpoint Loan bears
interest at a rate of 5 % per annum, is repayable in full on the earlier of June
13, 2002 and the date on which the Company causes or permits a liquidation of
Centerpoint, and was secured by the 300,000 shares of Centerpoint common stock
currently owned by the Company and 1,200,000 of the shares of Centerpoint common
stock currently owned by OAM.
Management believes the cash position of the company to be sufficient to fund
operations which principally reflect litigation which the company has commenced
against Aprilia and against IMI as described above and to fund corporate costs
related to the winding down of the Company's corporate structure in Italy, which
is redundant following the disposal of its Italian operations. In May 2002 the
Board of Directors of the Company approved the engagement of Investec Inc.
("Investec") to explore investment options available to the Company and to seek
a suitable business to acquire or merge with.
Following a non-binding letter of intend dated December 30, 2003 between the
Company and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the
Company and Comtech entered into an agreement in principle pursuant to which,
Comtech may transfer all of its equity to the Company and the Company, in turn,
may issue to Comtech's shareholders 42,000,000 shares of the Company's stock.
Following the transaction, Comtech's shareholders may control approximately
91.2% of the Company's common stock (87.5% including options and warrants
outstanding). Comtech is in the business of distributing electronic components,
providing value added design services and developing and manufacturing
electronic components for the telecommunications and electronic market and has a
majority of its operating subsidiaries located in China.
20
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The fair value of cash and cash equivalents approximates its carrying value.
Since, at March 31, 2004, 86% of the Company's cash is held in U.S. Dollars and
the functional currency is Euro, the Company is subject to exchange rate
fluctuations.
Fluctuations in the exchange rates between the Lira and the U.S. dollar affect
the U.S. dollar equivalents of the Company's reported revenues and earnings. The
Company, which no longer has any operations, believes that its exposure to
foreign currency exchange rate risk is not material and does not currently
engage in hedging activities to reduce its exposure to exchange rate
fluctuations.
The Company does not have any derivative financial instruments and believes its
exposure to interest rate risk and other relevant market risks is not material.
Item 4. Controls and Procedures
The Company maintains a system of internal controls and procedures designed to
provide reasonable assurance as to the reliability of its published financial
statements and other disclosures included in this report. Based on its
evaluation, as of a date within 90 days of the filing date of this Form 10-Q,
its Co-Chief Executive Officers have concluded that its disclosure controls and
procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended) are effective. There have been no significant
changes in internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are involved in the following litigation:
Rawlings Litigation - settled in 2002
An action entitled "Rawlings Sporting Goods Co., Inc. v. Trident Rowan
Group, Inc. et al.," was filed in the United States District Court for the
Northern District of New York by Rawlings Sporting Goods Co ("Rawlings"), the
owner of property located in Salisbury, New York, in August 1998. The action
seeks to hold the Company liable for costs that Rawlings allegedly incurred
in response to the release or threatened release of allegedly hazardous
substances on land allegedly owned by the Company between 1948 and 1970, and
used by a third party. The compliant was amended in December 2000 to further
allege that the Company still owns a portion of the allegedly contaminated
land.
The Company settled the matter with Rawlings on February 11, 2002. The
Company, in May 2002, transferred to Rawlings 160,000 Centerpoint Class A Common
Stock pursuant to a term of a settlement agreement with the Company and Rawlings
voluntarily dismissing the action and released each other from all claims
relating to the action.
Wilson and Travelers Litigation - settled in 2003
The Company is the subject of an action in the Court of Common Pleas, a
Pennsylvania State Court situated in Philadelphia, entitled "John Wilson et al.
v. Trident Rowan Group, Inc. et al" (the "Wilson Litigation"). The Wilson
Litigation was an action eventually consolidated with a related, companion
action against other parties. The plaintiff (John Wilson) was seeking damages
for serious burn injuries he allegedly sustained in 1996 from working with a
starter unit claimed to have been manufactured in the 1950's by a company once
owned by a predecessor of the Company. The case was settled in 2000 with the
Company and Gould Electronics, Inc. ("Gould"), a co-defendant, each paying 50%
of the US$ 2,050,000 (actual transaction currency) settlement amount, subject to
resolution of certain issues between them.
In March 1999, the Company separately brought suit against Travelers, the
Company's insurer, who disclaimed coverage and defense of the suit, to compel it
to resume coverage of the underlying claim and to assume the costs of defense of
the Wilson Litigation. In May 2001, the United States District Court granted
summary judgment in favor of the Company, holding that Travelers must indemnify
the Company for liability incurred and attorney's fees paid in connection with
the Wilson Litigation, plus interest.
Pursuant to the May 2001 judgment, on June 11, 2001, the Company submitted
to the Court a proposed form of judgment requiring Travelers to (i) pay the
Company US$ 2,050,000 (actual transaction currency) plus interest, attributable
to the sums the Company has and will have to spend in settlement of the Wilson
Litigation, (ii) US$ 764,045 (actual transaction currency) plus interest,
representing costs and attorneys fees incurred in defending the Wilson
Litigation, and (iii) US$ 78,975 (actual transaction currency) plus interest,
representing costs and attorneys fees incurred by the Company in prosecuting its
claims against Travelers.
On June 11, 2001, Travelers filed with the Court a motion for
Reconsideration of Order or in the Alternative For Resolution of Certain
Undecided Issues, seeking reconsideration of the
21
judgment, or in the alternative asking the Court to confirm that Travelers
liability is limited to US$ 1,000,000 (actual transaction currency) and that
Travelers is entitled to charge the Company a reasonable premium for the
liability coverage
In January 2002, the judge in the Company's litigation against Travelers
determined that Travelers was liable to the Company for US$ 1,000,000 (actual
transaction currency), plus the Company's legal fees in connection with the
Wilson Litigation, less a reasonable premium. Travelers subsequently challenged
the reasonableness of the legal fees. In July 2002, the judge ruled that the
fees were reasonable provided certain duplications are eliminated. In September
2002, the Court rendered a judgment in favor of the Company in the amount of US$
1,822,979 (actual transaction currency). Travelers appealed the judgment and the
parties entered into a settlement agreement pursuant to which Travelers paid
US$1,450,000 (actual transaction currency) to the Company in December 2003.
Aprilia Claims under the Share Purchase Agreement; Payment by IMI;
Request for Arbitration; Settlement
Aprilia asserted in 2000 various claims against Centerpoint relating to
Centerpoint's representations and warranties under the Share Purchase Agreement
(the "Alleged Claims") for the sale of the Moto Guzzi operations. In 2001, IMI,
the escrow agent under the Escrow Agreement, paid (euro) 3,931 thousand from the
escrow account (see Note 3a in Item 8) to Aprilia in respect of the Alleged
Claims. Centerpoint disputed the Alleged Claims and requested an arbitration.
Centerpoint and Aprilia, in October 2003, entered into agreement to settle the
matter with Aprilia paying (euro) 1,420,256 including (euro) 206,583 of legal
fees. The right to 35% of the net proceeds of this settlement is owned by
Centerpoint (which is no longer a related party of the Company at the time of
the settlement).
Pending
IMI Fees
In connection with the sale of Moto Guzzi to Aprilia, IMI was paid (euro)
5,888 thousand in fees and expenses it claimed under its engagement letter with
the Company. The Company disputed the calculation of IMI's fees and on February
7, 2002 brought a suit in the Milan Court in Italy seeking reimbursement of
(euro) 4,527 thousand (approximately US$ 5.7 million at 2003 year-end exchange
rates). The judge handling the lawsuit has heard the case several times in 2002
and 2003. As of March 31, 2004, the lawsuit is still pending. However, the
Company is in discussions with IMI for an eventual out-of-court settlement.
CDS Srl
In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from OAM
real estate in via Baronia, Rome and entered into a leasing arrangement with the
leasing company. Subsequently, on October 9, 1999, CDS brought a claim against
OAM in the Rome Civil Court alleging that the commercial designation of the
property in 1998 was not properly disclosed and consequently its lease payments
were excessive and sought reimbursement of the lease payments that it considered
excessive from OAM in an aggregate amount of approximately (euro)800 thousand.
The proceedings have continued intermittently over the years. On March 25,
2004, the Court requested that the parties present their conclusions in order
for it to render a final verdict, presumably within 80 days. It is management's
opinion that the risk of a negative judgment is low and the potential liability
remote.
22
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
Item 5. Other Information
None.
Item 6. Exhibit and Reports on Form 8-K
A. Exhibits required by Item 601 of Regulation S-K:
31.1. Certification of the Joint Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Joint Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification of the Joint Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of the Joint Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
B. Reports on Form 8-K
None.
23
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: May 25, 2004 By:/s/ Mark S. Hauser
----------------------------------
Mark S. Hauser
President / Joint Chief Executive Officer
Dated: May 25, 2004 By:/s/ Emanuel M. Arbib
---------------------------------
Emanuel M. Arbib,
Joint Chief Executive Officer
24
Appendix A to Item 601(c) of Regulation S-K
(Article 5 of Regulation S-X)
Commercial and Industrial Companies
This schedule contains summary financial information extracted from the
unaudited financial statements dated, March 31, 2001 and is qualified in its
entirety by reference to such financial statements.
Item No. Item Description Amount*
5-01(1) Cash and cash items 3,675,000
5-02(2) Marketable securities 12,872,000
5-02(3)(a)(1) Notes and accounts receivable - trade 42,000
5-02(3)(a)(4) Notes and accounts receivable - other 490,000
5-02(4) Allowances for doubtful accounts 0
5-02(6) Inventory 0
5-02(9) Total current assets 17,314,000
5-02(13) Property, plant and equipment 81,000
5-02(14) Accumulated depreciation 46,000
5-02(18) Total assets 17,506,000
5-02(21) Total current liabilities 7,934,000
5-02(22) Bonds, mortgages and similar debt 0
5-02(28) Preferred stock - mandatory redemption 0
5-02(29) Preferred stock - non-mandatory redemption 0
5-02(31) Common stock 48,000
5-02(32) Other stockholders' equity 2,920,000
5-03(b)(1)(a) Net sales of tangible products 0
5-03(b)(1) Total revenues 0
5-03(b)(2)(a) Cost of tangible goods sold 0
5-03(b)(2) Total costs and expenses applicable to sales and revenue 410,000
5-03(b)(3) Other costs and expenses 77,000
5-03(b)(5) Provision for doubtful accounts and notes 0
5-03(b)(8) Interest/ (expense) and amortization of debt discount 0
5-03(b)(10) Income /(loss) before taxes and other items (388,000)
5-03(b)(11) Income tax expense 0
5-03(b)(14) Income/(loss) continuing operations (388,000)
5-03(b)(15) Discontinued operations 0
5-03(b)(17) Extraordinary items 0
5-03(b)(18) Cumulative effect - changes in accounting principles 0
5-03(b)(19) Net income or loss (388,000)
5-03(b)(20) Earnings per share - primary (0.10)
5-03(b)(20) Earnings per share - fully diluted (0.10)
* Dollar amounts are based on conversion rate of 2,202.5 Lira to the
Dollar which prevailed on March 31, 2001.
25