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 September 30, 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)
Registrant's 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 (actual transaction currency) per share, 4,064,900
shares outstanding as of March 31, 2004.
TRIDENT ROWAN GROUP, INC.
INDEX
Page
Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets at September 30, 2001 - Assets.................3
Consolidated Balance Sheets at September 30, 2001 - Liabilities and
Shareholders' Equity.......................................................4
Consolidated Statements of Operations for the 3 months to September 30,
2001.......................................................................5
Consolidated Statements of Operations for the 9 months to September 30,
2001.......................................................................6
Consolidated Statements of Changes in Shareholders' Equity.................7
Consolidated Statements of Cash Flows......................................8
Notes to Consolidated Financial Statements.................................9
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................................19
Item 3 Quantitative and Qualitative Disclosures About Market Risk...........23
Item 4 Controls and Procedures..............................................23
PART II -- OTHER INFORMATION
Item 1 Legal Proceedings....................................................23
Item 2 Changes in Securities, Use Of Proceeds and Issuer Purchases
of Equity Securities........................................................23
Item 3 Defaults Upon Senior Securities......................................25
Item 4 Submission of Matters to a Vote of Securities Holders................25
Item 5 Other Information....................................................25
Item 6 Exhibits and Reports On Form 8-K.....................................25
Signatures..................................................................26
2
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
September 30, 2001 and December 31, 2000
Sept. 30 Sept. 30 Dec. 31
2001 2001 2000
US$'000 Lira Lira
(000,000) (000,000)
ASSETS
Cash and cash equivalents ................$ 10,935Lira 23,268 Lira 12,737
Marketable securities, at cost ........... 32,417
Receivables............................... 69 147 953
Trade .................................. 42 90 25
Other receivables ...................... 27 57 928
Prepaid Expenses ......................... 61 130 186
--------- ---------- ---------
TOTAL CURRENT ASSETS 11,065 23,545 46,293
--------- ---------- ---------
Property, plant and equipment............. 23 50 114
At cost 84 179 179
Less allowances for depreciation (61) (129) (65)
Unamortized debt charges ................. - - 460
Other assets - - 2
Tax receivables .......................... 167 356 2,248
Restricted investment..................... - - 1,000
Other assets ............................. --------- ---------- ---------
TOTAL ASSETS $ 11,255Lira 23,951 Lira 50,117
========= ========== =========
See Notes to Consolidated Financial Statements
3
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
September 30, 2001 and December 31, 2000
Sept. 30 Sept. 30 Dec. 31
2001 2001 2000
US$'000 Lira Lira
(000,000) (000,000)
LIABILITIES
Current portion of long-term debt ......... - - 13,492
Accounts payable .......................... 400 851 846
Accrued expenses and other payables ....... 895 1,905 2,791
--------- ---------- --------
TOTAL CURRENT LIABILITIES 1,295 2,756 17,129
--------- ---------- --------
Net liabilities of discontinued motorcycle
operations ................................
Long-term debt, less current portion ......
Provision for claims ...................... 1,363 2,900 5,050
Minority interests ........................ 5,006 10,655 19,527
SHAREHOLDERS' EQUITY....................... 3,591 7,640 8,411
Common stock, par value $0.01 per share:
Authorized 50,000,000 shares,
4,064,900 shares outstanding, ........... 50 106 106
Additional paid-in capital ................ 50,151 106,717 106,555
Treasury stock, at cost ................... (22,517) (47,914) (47,914)
Cumulative translation adjustment ......... (1,453) (3,092) (1,119)
Accumulated deficit ....................... (22,640) (48,177) (49,217)
--------- ---------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,255Lira 23,951 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 September 30, 2001 and 2000
Sept. 30 Sept. 30 Sept. 30
2001 2001 2000
US$'000 Lira Lira
(000,000) (000,000)
Selling, general and administrative (494) (1,052) (952)
expenses .............................. ---------- ---------- -----------
Operating loss ........................ (494) (1,052) (952)
Interest expense ...................... (9) (19) (318)
Interest income ....................... 12 26 179
Other (expense)/income, net ........... (93) (197) 125
Amortization charge for redemption of
preferred .........stock of subsidiary - - (1,773)
Subsidiary preferred stock dividends... - - (710)
---------- ---------- -----------
Loss before income taxes and minority
interests.............................. (584) (1,242) (3,449)
Income taxes ......................... - - -
Minority interests ................... 19 41 747
---------- ---------- -----------
Loss from continuing operations ....... (565) (1,201) (2,702)
Discontinued operations (Note 2) ...... - - 37,643
Gain on sale of motorcycle operations - - 37,643
---------- ---------- -----------
Net income/(loss)...................... $ (565) Lira (1,201)Lira 34,941
========== ========== ===========
PROFIT/(LOSS) PER SHARE US $ Lira Lira
BASIC
Continuing operations ................. (0.14) (295) (667)
Discontinued operations ............... - - 9,290
---------- ---------- -----------
(0.14) (295) 8,513
========== ========== ===========
Weighted average number of shares
Outstanding during the period:
Basic ................................. 4,064,900 4,064,900 4,051,566
========== ========== ===========
Fully diluted ......................... 4,064,900 4,064,900 4,051,566
========== ========== ===========
See Notes to Consolidated Financial Statements
5
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
9 Months ended September 30, 2001 and 2000
Sept. 30 Sept. 30 Sept. 30
2000 2001 2001
US$'000 Lira Lira
(000,000) (000,000)
Selling, general and administrative
expenses .............................. (1,445) (3,075) (3,245)
---------- ---------- ----------
Operating loss ........................ (1,445) (3,075) (3,245)
Interest expense ...................... (305) (650) (910)
Interest income ....................... 322 686 600
Other income/(expense), net ........... 2,042 4,345 293
Amortization charge for redemption of
preferred stock of subsidiary....... - - (2,731)
Subsidiary preferred stock dividends .. - - (1,067)
---------- ---------- ----------
Income/(Loss) from continuing
operations before income taxes
and minority interests................ 614 1,306 (7,060)
Income taxes ......................... (91) (194) -
Minority interests ................... (34) (72) 1,185
---------- ---------- ----------
Income/(Loss) from continuing 489 1,040 (5,875)
operations ............................
Discontinued operations (Note 2) ...... - - 33,870
Discontinued motorcycle operations.. - - (4,378)
Gain on sale of motorcycle
operations........................ - - 37,643
Discontinued tube operations ........ - - 605
---------- ---------- ----------
Net income............................$ 489 Lira 1,040 Lira 27,995
========== ========== ==========
PROFIT/(LOSS) PER SHARE US$ Lira Lira
BASIC
Continuing operations ................. 0.12 256 (1,450)
Discontinued operations................ - - 8,360
Extraordinary Items - - -
---------- ---------- ----------
0.12 256 6,910
========== ========== ==========
Weighted average number of shares
Outstanding during the period:
Basic ................................. 4,064,900 4,064,900 4,051,566
========== ========== ==========
Fully diluted ......................... 4,064,900 4,064,900 4,051,566
========== ========== ==========
See Notes to Consolidated Financial Statements
6
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Shareholders' Equity
September 30, 2001
Additional Accumulated other TOTAL Comprehensive
Common paid-in Treasury Other Accumulate 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)
(856)
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)
Net profit - - - - 3,097 3,097 3,097
Translation adjustment - - - (446) - (446) (446)
Vesting of shares subject to
forfeit - 41 - - - 41 -
------- -------- -------- --------- --------- ---------- ----------
At June 30, 2001 Lira 106 106,717 (47,914) (2,703) (46,976) 9,230 2,651
Net loss - - - - (1,201) (1,201) (1,201)
Translation adjustment - - - (389) - (389) (389)
------- -------- -------- --------- --------- ---------- -----------
At September 30, 2001 Lira 106 106,717 (47,914) (3,092) (48,177) 7,640 (1,590)
At September 30, 2001 $'000 50 50,151 (22,517) (1,453) (22,640) 3,591 747
======= ======== ======== ========= ======== ========== ============
Accumulated other comprehensive income is represented by differences from the
change in exchange rates from period to period on translation of the financial
statements of non Italian subsidiaries.
See Notes to Consolidated Financial Statements
7
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
September 30, 2001 and 2000
Sept. 30 Sept. 30 Sept. 30
2001 2000 2001
Lira Lira
US$'000 (000,000) (000,000)
Net income/(loss) from continuing 489 1,040 (5,875)
operations
Adjustments to reconcile net loss to net
cash (used)/provided by continuing
operations:
Depreciation and amortization 21 45 27
Amortization of debt charges 94 201 357
Non-cash finance income from discontinued -- -- (306)
operations
Change in Minority interests 34 72 (1,185)
Amortization of premium for redemption of
subsidiary preferred stock 2,010
Other operating activities (38) (80) 548
Changes in operating assets and liabilities:
Trade and other receivables 320 680 1,114
Prepaid expenses 30 63 7
Payment of settlement (1,020) (2,217) --
Decrease in provision for claims (1,560) (3,274) --
Accounts payable and accrued expenses (1,453) (3,091) (1,927)
------- ------- -------
Net cash (used)/provided by operating
activities (3,083) (6,561) (5,230)
------- ------- -------
Investing activities:
Net (increase)/decrease in investments 15,123 32,182 (27,998)
Proceeds from disposal of subsidiaries, net
of cash disposed -- -- (229)
Purchase of minorities in OAM (2,422) (5,153) --
------- ------- -------
Net cash (used)/provided by investing
activities 12,701 27,029 (28,227)
------- ------- -------
Financing activities
Net increase in advances from banks current debt -- -- 154
Issuance of subsidiary preferred stock -- -- 11,386
Repurchase of shares -- -- (1,659)
Principal payments of long-term debt (4,787) (10,186) (553)
------- ------- -------
Net cash provided/(used) by financing
activities (4,787) (10,186) 9,328
------- ------- -------
(Decrease)/increase in cash from continuing
operations 4,831 10,282 (24,129)
Cash from discontinued operations -- -- 42,847
Exchange movement on opening cash 118 249 1,583
Cash, beginning of period 5,986 12,737 12,468
------- ------- -------
Cash, end of period $ 10,935Lira 23,268 Lira 32,769
======= ======= =======
See Notes to Consolidated Financial Statements
8
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 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 and nine months ended
September 30, 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$-denominated bank accounts. Accordingly, the
consolidated financial statements at September 30, 2001 continue to be shown in
Lira. The translation of Lira amounts into U.S. dollar amounts is included
solely for the convenience of the readers of the financial statements and has
been calculated at the rate of Lira 2,127.9 to US$ 1.00, the approximate
exchange rate at September 30, 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. 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 million 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 7, "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.
9
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2001
SIREF S.p.A. and San Paolo Finanziaria S.p.A. (both affiliates of
Banca di 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 7, "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 29,300 million 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 Italian Lira 306 million in 2000.
10
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 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
as part of disposal transaction........ - 3,235
=========== ==========
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 million
(actual transaction currency) (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.
11
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 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
---------- ----------
12
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 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.
13
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 1 March 2001, the Company purchased minority interests of 15.65%
in its OAM subsidiary from DaimlerChrysler for US$2.5 million (actual
transaction currency), equivalent to Lira 5,153 million at the effective
accounting date for this transaction of 1 January 2001. The fair value of the
assets acquired was Lira 8,081 million. The resulting negative goodwill of Lira
2,928 million was applied to write down non-current assets of OAM: tax
receivables were written down by Lira 1,907 million, restricted investment
(related to the sale of Lita, see Note 3 above) by Lira 1,000 million and
tangible fixed assets by Lira 21 million.
NOTE 6 - CENTERPOINT LOAN ; EARLY PAYOFF OF THE COMPANY'S 5% CONVERTIBLE
DEBENTURES
The 5% Convertible Debentures in an aggregate amount of US$
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.
14
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2001
NOTE 7 -SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS
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 (actual transaction currency) 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.
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 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
15
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2001
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.
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$0.90 (actual transaction
currency), with expiration date of January 10, 2007. Bion agreed among other
things (i) file a with SEC a Registration Statement with respect to the Bion
Shares issued in the transactions above, as soon as
16
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2001
practicable, and within 90 days of Centerpoint's filing with the SEC of its
December 31, 2001 Form 10-K, and to use its best efforts to cause such
Registration Statement to be declared effective as soon as practicable
thereafter.
David Mitchell, a director of Centerpoint, was the Chairman,
President, Board Member and a principal stock and warrant holder of Bion at the
time of the transaction. Additionally a portion of the proceeds of the Bion
Investment was used to pay off US$ 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.
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 (actual transaction currency) 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 $80,000 (actual
transaction currency) plus $10,000 (actual transaction currency) in legal
expenses.
As noted in Bion's 10-Q for the quarter ended September 30, 2003,
the $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.
17
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2001
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.
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.
18
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 September 30, 2001 compared to three months ended
September 30, 2000
Selling, general and administrative expenses were approximately
10.2% higher in 2001 compared to the same period of 2000. The Company's cost
saving program is 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.
Interest expense for the quarter of Lira 19 million is significantly
lower than that for the same quarter of the previous year, which amounted to
Lira 318 million.
Interest income for the quarter of Lira 26 million compares to Lira
179 million for the previous period.
In the three months ended September 30, 2000 the Company has
recorded Lira 1,773 million in respect of amortization charge for redemption of
its Moto Guzzi Corporation subsidiary Series B preferred stock and related
foreign exchange effects. The preferred stock had a mandatory redemption in
December 2001 but was redeemed on September 30, 2000 following disposal of the
motorcycle operations and the Company has amortized the premium over the period
to redemption. The Company has also recorded in the three months ended September
30, 2000, Lira 710 million in respect of dividends relative to this Series B
preferred stock.
As a result of the above items the third quarter ending 30 September
2001 reflected a net loss of Lira 1,201 million compared to a loss of Lira 2,702
million for the third quarter of 2000.
In the third quarter of 2000 the company realized the gains on the
disposal of the motorcycle operations amounting to a total of Lira 37,643
million.
19
Nine months ended September 30, 2001 compared to nine months ended September
30, 2000
Selling general and administrative expenses decreased 5.2 % in the
nine month period to 30 September 2001 compared to 2000 due to the cost
reduction program implemented by the Company from 1998. The Company's cost
saving program is 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.
In the nine months ended September 30, 2000 the Company recorded
Lira 2,731 million in respect of amortization charge for redemption of its Moto
Guzzi Corp subsidiary Series B preferred stock and related foreign exchange
effects. The preferred stock had a mandatory redemption in December 2001 but was
redeemed on September 30, 2000 following disposal of the motorcycle operations.
The Company has amortized the premium over the period to redemption.
Interest expense in 2001 and 2000 principally reflect interest on
the Company's US$ 6.25 (actual transaction currency) (actual transaction
currency) million 5% debentures issued in December 1999 and repaid in June 2001
an 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.
Other income/expense includes an item of Lira 4,276 million to
reflect the gain on the repayment of the debentures recorded in the second
quarter of 2001.
As a result of the above items, results from continuing operations
before taxes and minority interests for the nine months ended September 30, were
a profit of Lira 1,306 million in 2001 compared to a loss of Lira. 7,060 million
in 2000.
Losses from the discontinued motorcycle operations amounting to Lira
4,378 million were terminated in the year 2000 as a result of these operations
being disposed effective July 1, 2000 , as described in the Notes to the
Financial Statements. The disposal generated a gain of Lira 37,643 million, net
of Lira 18,796 million of minority interests.
The Company also sold it steel tube operations in 2000. Despite this
business having contributed Lira 605 million in the six months to June 30 2000,
it did not present opportunities for growth and future profits which justified
further investment and consequently it was disposed to a trade purchaser.
Liquidity and Capital Resources
Significant cash activities in the nine months ended September 30, 2001
The Company recorded a positive cash flow of Lira 10,531 million in
the 9 month period ended September 30, 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
20
$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 March 1, 2001, the Company purchased minority interests of 15.65%
in its OAM subsidiary from Daimler Chrysler for US$2.5 million (actual
transaction currency), equivalent to Lira 5,153 million at the effective
accounting date for this transaction of January 1, 2001. The fair value of the
assets acquired was Lira 8,081 million. The resulting negative goodwill of Lira
2,928 million was applied to write down non-current assets of OAM: tax
receivables were written down by Lira 1,907 million, restricted cash (related to
the sale of Lita, see Note 3 above) by Lira 1,000 million and tangible fixed
assets by Lira 21 million.
On June 13, 2001 the Company, OAM and Centerpoint entered into the
Centerpoint Loan Agreement wherein subject to the terms and certain conditions
set forth therein Centerpoint agreed to lend the Company US$ 4,200,000 (actual
transaction currency). 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.
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.
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.
In January 2002, the Company's OAM subsidiary entered into
agreements with Bion as described in Note 7 to the Financial Statements. The
substantial effect of the agreements with Bion was that the Company disposed of
its controlling interest in Centerpoint. Centerpoint substantially received the
same value of proceeds it could have received had it liquidated Centerpoint.
Pursuant to these transactions, OAM received the Company's US$ 4.2 million
(actual transaction currency) Promissory Note and approximately US$ 3.7 million
(actual transaction currency) of the approximately US$ 8.7 million (actual
transaction currency) cash held by Centerpoint at the date of the transaction
with Bion.
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"). 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
21
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.
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.
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 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.
22
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
23
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$1,450,000 (actual transaction currency) to the Company in December 2003.
Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request
for Arbitration; Settlement
Aprilia asserted in 2000 various claims against Centerpoint relating to
Centerpoint's representations and warranties under the Share Purchase Agreement
(the "Alleged Claims") for the sale of the Moto Guzzi operations. In 2001, IMI,
the escrow agent under the Escrow Agreement, paid (euro) 3,931 thousand from the
escrow account (see Note 2) to Aprilia in respect of the Alleged
Claims. Centerpoint disputed the Alleged Claims and requested an arbitration.
Centerpoint and Aprilia, in October 2003, entered into agreement to settle the
matter with Aprilia paying (euro) 1,420,256 including (euro) 206,583 of legal
fees. The right to 35% of the net proceeds of this settlement is owned by
Centerpoint (which is no longer a related party of the Company at the time of
the settlement).
Pending
IMI Fees
In connection with the sale of Moto Guzzi to Aprilia, IMI was paid (euro)
5,888 thousand in fees and expenses it claimed under its engagement letter with
the Company. The Company disputed the calculation of IMI's fees and on February
7, 2002 brought a suit in the Milan Court in Italy seeking reimbursement of
(euro) 4,527,000 (approximately US$ 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)800,000.
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.
24
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
25
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
26
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, September 30, 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 10,935,000
5-02(2) Marketable securities 0
5-02(3)(a)(1) Notes and accounts receivable - trade 42,000
5-02(3)(a)(4) Notes and accounts receivable - 27,000
5-02(4) Allowances for doubtful accounts 0
5-02(6) Inventory 0
5-02(9) Total current assets 11,065,000
5-02(13) Property, plant and equipment 84,000
5-02(14) Accumulated depreciation 61,000
5-02(18) Total assets 11,255,000
5-02(21) Total current liabilities 1,295,000
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 50,000
5-02(32) Other stockholders'equity 3,541,000
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 1,445,000
5-03(b)(3) Other income/(costs and expenses) 2,042,000
5-03(b)(5) Provision for doubtful accounts and notes 0
5-03(b)(8) Interest income/(expense) and amortization
of debt discount 17,000
5-03(b)(10) Income/(loss) before taxes and other items 614,000
5-03(b)(11) Income tax expense 91,000
5-03(b)(14) Income/(loss) continuing operations 489,000
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 489,000
5-03(b)(20) Earnings per share - primary 0.12
5-03(b)(20) Earnings per share - fully diluted 0.12
* Dollar amounts are based on conversion rate of 2127.9 Lira to the
Dollar which prevailed on September 30, 2001.
27