SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X| Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 2001
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ______________ to ______________
Commission File Number: 0-2642
TRIDENT ROWAN GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
C/O FdG Associates
299 Park Avenue
16th Floor
New York, New York 10171
(Address of principal executive offices) (Zip code)
(212) 644- 4441
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value US$0.01 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
------ -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to the Form 10-K. _____
As of March 31, 2004, the aggregate market value of the voting stock held by
non-affiliates of the registrant was US$1.621 millions (actual transaction
currency).
As of March 31, 2004, there were 4,064,900 shares of the registrant's common
stock, par value US$ 0.01 (actual transaction currency) per share, outstanding.
TRIDENT ROWAN GROUP, INC.
TABLE OF CONTENTS
Page
----
PART I ....................................................................1
ITEM 1. BUSINESS............................................................2
ITEM 2. PROPERTIES..........................................................4
ITEM 3. LEGAL PROCEEDINGS...................................................4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................6
PART II ....................................................................6
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.............................................................6
ITEM 6. SELECTED FINANCIAL DATA.............................................8
ITEM 7. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..........................................10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE...........................................48
ITEM 9A. CONTROLS AND PROCEDURES............................................48
PART III ...................................................................48
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................48
ITEM 11. EXECUTIVE COMPENSATION.............................................50
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....57
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................59
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................62
PART IV ...................................................................63
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K....63
PART I
Certain matters discussed herein are "forward-looking statements" intended to
qualify for the safe harbors from liability established by the Private
Securities Litigation Reform Act of 1995. These forward-looking statements can
generally be identified as such because they include words such as the Company
"believes," "anticipates," "expects" or "estimates" or words of similar meaning.
Similarly, statements that describe the Company's future plans, objectives,
targets or goals are also forward-looking statements. By their nature,
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those anticipated in this report.
Certain of such risks and uncertainties are described in close proximity to such
statements or elsewhere in this report. The forward-looking statements included
herein are made only as of the date of this report, and the Company undertakes
no obligation to update publicly such forward-looking statements to reflect
subsequent events or circumstances.
In October 2002, Arthur Andersen S.p.A. (Deloitte & Touche Italia S.p.A. until
July 31, 2003) entered into an agreement with the national Italian practice of
Deloitte Touche Tohmatsu ("DTT") that provides for the association of the former
Arthur Andersen S.p.A. with DTT. On August 1, 2003, the audit operations of
Deloitte & Touche S.p.A. and Deloitte & Touche Italia S.p.A. were combined and
the resulting company took the name of Deloitte & Touche S.p.A. DTT has
performed the quality control procedures required for foreign associated firms
that are embodied in the requirement of the SEC Practice Section of the American
Institute of Certified Public Accountants with respect to the financial
statements for the year ended December 31, 2000, included in this Annual Report
on the Form 10-K as of December 31, 2001.
1
ITEM 1. BUSINESS
HISTORY OF THE COMPANY
Trident Rowan Group, Inc. (the "Company"), prior to the disposal of all its
operating subsidiaries, was primarily in the business of motorcycle
manufacturing and distribution through Moto Guzzi Corporation ("Moto Guzzi").
Moto Guzzi acquired by the Company in 1972, was a manufacturer of medium and
high priced motorcycles. Moto Guzzi was merged in 1999 with and into North
Atlantic Acquisition Corp. ("North Atlantic"), a specialized merger and
acquisition allocated risk company.
The Company, in 1995, acquired Temporary Integrated Management S.p.A. ("TIM"), a
temporary management company. The focus of TIM was to invest in troubled
companies and enhance its investment value through its temporary management
capability, and then realize such enhanced value through exit mechanisms.
The Company acquired L.I.T.A. S.p.A. ("LITA"), a producer of welded steel tubes
through its subsidiary in Luxembourg, Trident Rowan International S.A. ("TRI"),
in 1996.
Disposal of All Operating Subsidiaries :
Moto Guzzi experienced lack of liquidity in 1998 and 1999 that caused component
supply shortages which were initially eased by the merger with North Atlantic.
However, the proceeds of the North Atlantic merger were not sufficient to permit
Moto Guzzi to make all of the necessary investments to restore its operations to
profitability. Moto Guzzi was unable to subsequently raise the further required
funds that resulted in severe financial difficulties and threatened its
operations. Moto Guzzi sold its four operating subsidiaries to Aprilia S.p.A.
("Aprilia") in 2000 (see Note 3a to Consolidated Financial Statements in Item 8)
- - Moto Guzzi was renamed Centerpoint Corporation ("Centerpoint") after the sale
of its operating subsidiaries.
The Company, in 2000, also sold TIM and its welded steel tube operation that it
carried out through LITA (see Note 3b to Consolidated Financial Statements in
Item 8).
RECENT AND SUBSEQUENT EVENTS
Overview
o In June 2001, the Company borrowed $4.2 million (actual transaction currency)
from Centerpoint ("Centerpoint Loan"), to fund early repayment of its
convertible debentures (see Note 8 to the Consolidated Financial Statements
in Item 8).
o The Company purchased, on March 1, 2001, the entire 15.65% minority interests
in OAM (that it did not already own then) from Daimler Chrysler for US$2.5
million (actual transaction currency) (Lira 5,153 million at the effective
accounting date for this transaction of January 1, 2001) (see Note 5 to the
Consolidated Financial Statements in Item 8).
o In January, 2002, the judge in the Company's litigation against Travelers
Casualty and Surety 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. After subsequent
challenges and appeals, in December 2003 the parties entered into a
settlement agreement that provided, among other things, for the payment of
US$1,450,000 (actual transaction currency) to the Company by Travelers. This
amount was paid in December 2003 (see Item 3 and Note 18 to the Consolidated
Financial Statements in Item 8).
2
o In January 2002, the Company entered into a series of transactions and
agreements with Bion Environmental Technologies, Inc., ("Bion") (see Note 18
to the Consolidated Financial Statements in Item 8).
Following these transactions, the Company continued to hold directly 300,000
Centerpoint Class A Common Stock (approximately 5% of Centerpoint's
outstanding stock). The effect of the transactions with Bion was to dispose
of the Company's majority interest in Centerpoint, receiving assets
substantially similar in total value to those the Company would have received
in an eventual liquidation of Centerpoint.
o In February 2002, the Company settled litigation with the Rawlings Sporting
Goods Company (see Item 3 and Note 18 to the Consolidated Financial
Statements in Item 8).
o In October 2003, Centerpoint, OAM and Aprilia entered into agreement to
settle the dispute (relating to the sale of the Moto Guzzi operations), with
Aprilia paying (euro) 1.4 million (approximately Lira 2,900 million) (see
Note 18 to the Consolidated Financial Statements in Item 8).
o 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. For this
release, the Company paid (euro) 30,000 in 2004 (see Note 18 to the
Consolidated Financial Statements in Item 8).
CURRENT STATUS OF THE COMPANY
As of March 31, 2004, the date of this annual report in Form 10K, the Company no
longer has any operating subsidiaries. The Company's principal assets are as
follows:
o Approximately (euro) 4.1 million ($5.0 million at March 31, 2004 exchange
rates) in cash. Approximately 86% of the cash and marketable securities held
by the Company are denominated in US Dollars and the balance in Euro;
o 140,000 Centerpoint Class A Common Stock (carrying value was written down to
zero in 2002);
o 144,240 (after the 10 for 1 reverse stock split occurred in July 2002) Bion
common stock (carrying value written down to zero) and warrants to purchase
100,000 (after the 10 for 1 reverse stock split occurred in July 2002) shares
of Bion common stock at US$ 9.00 (actual transaction currency) per share (has
not been assigned a value in the consolidated financial statements);
o A sixty-five percent share in claims with respect to residual funds of
approximately (euro) 600 thousand held in an escrow account relating to the
September 2000 sale of the Company's Moto Guzzi operations to Aprilia (See
Note 15 to the Consolidated Financial Statements in Item 8). This claim (a
contingent asset) is not recorded as assets in the consolidated financial
statements; and
o A sixty-five percent share of claims against Banca di Intermediazione
Mobiliare IMI S.p.A. ("IMI") to recover fees charged in connection with the
September 2000 sale of the Company's Moto Guzzi operations to Aprilia (See
Note 18 to the Consolidated Financial Statements in Item 8). This claim (a
contingent asset) is not recorded as asset in the consolidated financial
statements.
3
The Company's only liabilities are principally for corporate costs, taxes and
litigation in respect of the claims above.
The majority of the assets described above are held by OAM S.p.A., a 98.6%
Italian subsidiary of the Company.
FUTURE BUSINESS OF THE COMPANY
- ------------------------------
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. In June 2003,
following the closure of Investec's U.S. investment banking operations in order
to provide continuity to the process of identifying potential candidates, the
Company engaged Kidron Corporate Advisors LLC, an M & A advisory boutique.
Following a non-binding term sheet dated December 30, 2003, between the Company
and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the Company
and Comtech reached 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.
ITEM 2. PROPERTIES
The Company does not own any real property. The only property leased by the
Company in 2001 and on the date of this report is office space aggregating 100
square meters in Milan, Italy at a cost of Lira 38 million annually. The lease
contract expires on October 1, 2005.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in the following litigation:
Rawlings Litigation
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 actions seek 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 Company and Rawlings
voluntarily dismissing the action and released each other from all claims
relating to the action
4
Wilson and Travelers Litigation
The Company is the subject of an action in the Court of Common Pleas, a 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 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 Casualty
and Surety Company ("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 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$1,450,000 (actual transaction currency) to the Company in December 2003.
Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request
for Arbitration; Settlement
Aprilia asserted in 2000 various claims against Centerpoint relating to
Centerpoint's representations and warranties under the Share Purchase Agreement
(the "Alleged Claims") for the sale of the Moto Guzzi operations. In 2001, IMI,
the escrow agent under the Escrow Agreement, paid lira 7,611 million from the
escrow account (see Note 3a) to Aprilia in respect of the Alleged Claims.
Centerpoint disputed the Alleged Claims and requested an arbitration.
Centerpoint and Aprilia, in October 2003, entered into agreement to settle the
matter with Aprilia paying (euro) 1,420,256 (approximately Lira 2,900 million)
including (euro) 206,583 (approximately Lira 400 million) of legal fees. The
right to 35% of the net proceeds of this settlement is owned by Centerpoint
(which is no longer a related party of the Company at the time of the
settlement).
5
IMI Fees
In connection with the sale of Moto Guzzi to Aprilia, IMI was paid (euro)
5,888,000 in fees and expenses it claimed under its engagement letter with the
Company. The Company disputed the calculation of IMI's fees and has brought a
suit in Italy seeking reimbursement of (euro) 4,527,000 (approximately US$ 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, 200, 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 Lira 1,600 million.
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.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
During the year ended December 31, 2001, the Company did not hold a stockholders
meeting or submit any matter to the vote of its stockholders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
From August 22, 1996 until June 5, 1997, the Company's common stock traded on
the NASDAQ Small Cap Market under the symbol TRGI. The reported prices represent
inter-dealer prices, which do not include retail mark-ups, markdowns, or any
commission to the broker-dealer, and may not necessarily represent actual
transactions. From June 5, 1997 until March 17, 1999, the Company's common stock
and warrants (issued in connection with the Company's public offering in June
1997) traded on the NASDAQ National Market. Since March 18, 1999, the common
stock and warrants have been quoted on the Over-The-Counter Market known as the
"pink sheets". All warrants issued in conjunction with the above public offering
(June 1997), expired in June 2002.
6
Common Stock
Bid Prices*
--------------------
High Bid Low Bid
-------- -------
1997 1st Quarter 9-1/2 7-3/8
2nd Quarter 8-1/2 4-7/8
3rd Quarter 7-1/4 4-1/8
4th Quarter 7-1/8 4-15/16
1998 1st Quarter 6-3/4 3-9/16
2nd Quarter 7-1/2 5
3rd Quarter 6-9/16 4
4th Quarter 5-7/16 3
1999 1st Quarter 7 4 1/8
2nd Quarter 6-7/16 4-5/8
3rd Quarter 5 1-15/16
4th Quarter 4-1/4 1-1/8
2000 1st Quarter 3.88 2.88
2nd Quarter 4.25 1.75
3rd Quarter 2.00 0.50
4th Quarter 1.16 0.41
2001 1st Quarter 1.02 0.75
2nd Quarter 1.00 0.85
3rd Quarter 1.10 0.98
4th Quarter 1.30 1.01
2002 1st Quarter 1.50 1.15
2nd Quarter 1.18 0.75
3rd Quarter 0.60 0.45
4th Quarter 0.47 0.20
2003 1st Quarter 0.42 0.22
2nd Quarter 0.42 0.28
3rd Quarter 0.80 0.29
4th Quarter 0.85 0.52
* actual transaction currency is US$
Warrants
Bid Prices*
-------------------
High Bid Low Bid
-------- -------
1997 2nd Quarter 1-1/8 3/8
from June 5
3rd Quarter 1-7/16 11/32
4th Quarter 1-3/8 3/4
1998 1st Quarter 1 7/16
2nd Quarter 1-7/16 3/4
3rd Quarter 15/16 3/8
4th Quarter 27/32 3/16
1999 1st Quarter 1-1/16 9/16
2nd Quarter 13/16 7/16
3rd Quarter 15/32 7/32
4th Quarter 1-1/4 1/16
2000 1st Quarter 6/16 3/32
* actual transaction currency is US$
7
As of March 31, 2004, there were approximately 912 holders of record of the
Company's common stock.
Equity Compensation Plan Information
The following table sets forth certain equity compensation plan information
with respect to the Company's equity compensation plans approved by security
holders and equity compensation plans not approved by security holders as of
December 31, 2001
Number of
securities
remaining available
Number of for future issuance
securities to be under equity
issued upon compensation plans
exercise of Weighted-average (excluding
outstanding exercise price of securities
options, warrants outstanding options, reflected in
and rights warrants and rights column (a)
Plan category (a) (b) (c)
- ------------------------ ----------------- -------------------- -------------------
Equity compensation plans approved by security
holders (1).................................. 450,834 1.47 1,699,166(2)
- --------------------------------------------------------------------------------------------------------------------
(1) The equity compensation plans approved by security holders consist of the
Company's 1995 Non-Qualified Plan and the Company's 1995 Directors' Plan.
The Company does not have any equity compensation plans that were not
approved by security holders.
(2) The number of securities remaining available for future issuance under
each of the Company's 1995 Non-Qualified Plan and the Company's 1995
Directors' Plan (excluding securities reflected in column (a) of the
chart) is 1,625,000 and is 74,166 shares of common stock, respectively.
DIVIDEND POLICY
The Company has not paid any dividends since its inception and does not
anticipate paying any dividends on its common stock for the foreseeable future.
The Company is not under any contractual restriction as to its present or future
ability to pay dividends.
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data set forth below for the fiscal years
ended December 31, 2001, 2000, 1999, 1998 and 1997 have been derived from the
Company's audited consolidated financial statements. The information should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Item 7 and the Consolidated Financial
Statements, including the notes thereto, included in Item 8 of this Form 10-K
8
Income Statement Data 2001 2001 2000 1999 1998 1997
(000s)(a) (000,000s) (000,000s) (000,000s) (000,000s) (000,000s)
--------- ---------- ---------- ---------- ---------- ---------
$ Lira Lira Lira Lira Lira
Net Sales ...................................... -- -- -- 1,987 3,775 2,535
Loss from continuing operations ................ (170) (370) (7,149) (6,610) (6,112) (13,525)
Net (loss)/income .............................. (170) (370) 26,721 2,485 (25,019) (22,477)
Cash dividends per common share ................ -- -- -- -- -- --
Balance Sheet Data
Total assets ................................... 9,792 21,287 50,117 23,706 23,938 55,089
Long-term debt net of current
portion ........................................ -- -- -- 12,634 1,271 2,316
Earnings (Loss) per share (b)
Continuing operations .......................... (0.04) (91) (1,757) (1,544) (1,333) (2,941)
Discontinued operations ........................ -- -- 8,323(c) 2,125(d) (4,124) (1,945)
(a) Converted solely for the convenience of the reader at Lira 2,173.9: US$
1.00, the approximate rate as at December 31, 2001.
(b) As the Company had losses from continuing operations in each of the years
1997 through 2001, all options, warrants and other dilutive instruments
were antidilutive for each of the years above.
(c) Includes Lira 56,439 million (Lira 13,869 on an EPS basis) gain on disposal
of the Moto Guzzi business, before minority interests of Lira 18,796
million (Lira 4,619 on an EPS basis).
(d) Includes Lira 21,679 million (Lira 5,064 on an EPS basis) gain, net of
minority interest of Lira 4,158 million (Lira 971 on an EPS basis),
relating to the merger of the discontinued Moto Guzzi business with North
Atlantic.
Exchange Rates
Since all of the production, and much of the sales, of the Company occurred in
Italy, (until the disposal the Company's operating units in 2000) the Company's
consolidated financial statements are reported in Lira, the functional currency
of the Company as defined by generally accepted accounting principles in the
United States of America. The U.S. dollar translations are provided solely for
the reader's convenience and have been made at the approximate rate of 2,173.9
Lira to the U.S. dollar as of December 31, 2001.
The following table sets forth, for the period indicated, the high, low, average
and end of period exchange rates expressed in Lira per U.S. dollar (rounded to
the nearest Lira):
Calendar Year High Low Average End of Period
------------- ---- --- ------- -------------
2001 2,313 2,031 2,164 2.174
2000 2,340 1,874 2,103 2,061
1999 1,933 1,631 1,819 1,924
1998 1,823 1,590 1,733 1,656
1997 1,837 1,520 1,703 1,768
Italy, starting on January 1, 1999, participated with 11 other European
countries in a European common currency, the Euro ("(euro)"). The following
table sets forth, for the period indicated, the high, low, average and end of
period exchange rates expressed in U.S. dollars to 1 Euro since the Lira to Euro
exchange rate was fixed at 1,936.27 from January 1, 2000.
9
Calendar Year High Low Average End of Period
------------- ---- --- ------- -------------
2003 1.26 1.04 1.13 1.26
2002 1.05 0.86 0.95 1.05
2001 0.95 0.84 0.90 0.89
2000 1.03 0.83 0.92 0.93
Fluctuations in the exchange rates between the Lira/Euro 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, does not currently
engage in hedging activities to reduce its exposure to exchange rate
fluctuations.
From January 1, 2002, the Euro became the only legal currency in the
participating countries and consequently, the financial statements of the
Company, commencing January 1, 2002 will be presented in Euro.
ITEM 7. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITIONS 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 this Annual Report on Form 10-K 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 2000, the Company sold its motorcycle and steel tube operations, as discussed
in Item 1 and in Note 3 to the Consolidated Financial Statements in Item 8. The
disposals have been accounted for as discontinued operations and the results of
operations for prior years have been restated to reflect the discontinuance.
10
Year ended December 31, 2001 compared to Year ended December 31, 2000
2001 2000
(000,000s) (000,000s)
Lira Lira
Selling, general and administrative expenses (4,207) (4,529)
Impairment expense -- (90)
------- -------
Operating loss (4,207) (4,619)
Interest expense (826) (1,197)
Interest income 763 988
Amortization of premium for redemption of
subsidiary preferred stock -- (2,731)
Subsidiary preferred stock dividends -- (639)
Other (expense)/income, net 4,014 108
------- -------
Loss from continuing operations before income (8,090)
taxes and minority interests (256)
Income taxes (227) (38)
Minority interest 113 979
------- -------
Loss from continuing operations (370) (7,149)
Discontinued operations: -- 33,870
Gain on disposal of motorcycle operations -- 37,643
Losses of motorcycle segment after income
taxes of Lira 514 -- (4,378)
Profit of steel tube segment after income
taxes of Lira 164 -- 605
Extraordinary items -- --
------- -------
Net income/(loss) (370) 26,721
------- -------
The significant elements of selling, general and administrative costs are as
follows:
Dec. 21 Dec. 31
2001 2000
(000,000s) (000,000s)
Lira) Lira
Corporate salaries 1,051 1,340
Legal and other litigation costs 1,499 1,198
Other costs 1,657 1,991
-------------------------------
4,207 4,529
===============================
Other costs include rent and office expenses for the Company's offices in New
Jersey (closed in June 2000) and in Milan, Italy, tax, accounting and compliance
costs in the U.S. and Italy, and professional fees in connection with legal
claims and the disposal of operations in Italy.
In 2000, impairment expense of Lira 90 million reflects the write-off of
residual amounts of goodwill.
11
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 paid in June 2001 and residual debt in OAM, that was paid 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 Lira
306 million for the value of warrants of Moto Guzzi issued to OAM as
remuneration for the ongoing finance provisions to the disposed motorcycle
operations.
In 2000, the Company recorded a charge of Lira 2,731 million of amortization for
the premium on redemption of Centerpoint Series B Preferred Stock. Such charge
largely related to exchange differences as the Centerpoint Series B Preferred
Stock was denominated in U.S. dollars. The Company also incurred Lira 639
million of financing costs in the form of preferred stock dividends payable to
external holders of Centerpoint Series B Preferred Stock.
The principal components of other income and expenses in 2001 were Lira 4,276
million in respect of the settlement of the convertible debentures at less than
their carrying amounts (see Note 9 to the Consolidated Financial Statements in
Item 8) and Lira 748 million expense to provide reserves related to the
settlement of the Rawlings litigation, offset by gains on sale of marketable
securities and other minor sundry income. There were no significant components
of other income in 2000.
In 2000, the Company disposed of its motorcycle and steel tube operations (see
discussion in Item 1 and Note 3 to the Consolidated Financial Statements in Item
8). These have been accounted for as discontinued operations and the results of
operations for prior years have been restated to reflect the discontinuance.
12
Year ended December 31, 2000 compared to Year ended December 31, 1999
2000 1999
(000,000s) (000,000s)
Lira Lira
Net Sales -- 1,987 100.0%
Cost of Sales -- (1,055) (53.1%)
------- -------
-- 932 46.9%
Selling, general and administrative expenses (4,529) (5,829) (293.4%)
Impairment expense (90) (900) (45.3%)
------- -------
Operating loss (4,619) (5,797) (291.8%)
Interest expense (1,197) (589) (29.6%)
Interest income 988 1,178 59.3%
Amortization of premium for redemption of
Subsidiary preferred stock (2,731) --
Subsidiary preferred stock dividends (639) --
Other (expense)/ income, net 108 (1,245) (62.7%)
------- -------
Loss from continuing operations, before (8,090) (6,453) (324.8%)
Income tax and minority interests
Income taxes (38) (88) (4.4%)
Minority interest 979 (69) (3.5%)
------- -------
Loss from continuing operations (7,149) (6,610) (332.7%)
Discontinued operations: 33,870 9,095 457.7%
Gain on disposal of motorcycle operations 37,643 --
Losses of motorcycle segment after income
taxes of Lira 0 and Lira 514 (4,378) (12,973) (652.9%)
Gain on merger of discontinued motorcycle
subsidiary -- 21,679 1,091.0%
Profit of steel tube segment after income
taxes of Lira and Lira 164 605 634 31.9%
Accrual for loss on disposal of steel tube
Segment -- (245) (12.3%)
------- -------
Net profit/(loss) 26,721 2,485 125.1%
------- -------
Net sales in 1999 were from the Company's temporary management service
subsidiary - TIM. TIM was disposed of at the start of 2000.
The reduction of Lira 1,300 million, or 22.3%, in selling general and
administrative expenses in 2000 compared to 1999 reflects the effects of the
disposal of TIM and cost reductions implemented by the Company, offset by
increased legal expenses in connection with the various claims and litigation
described in Item 1 and Item 3 and the effects of the Lira to U.S. dollar
exchange rate.
The Company's cost saving program was hindered by the need to maintain
accounting and tax compliance systems for both Italian and U.S. purposes, the
complexity of the disposal programs in 2000 and 1999 and corporate restructuring
programs. In 1999, corporate salaries included Lira 481 million (US$
250,000(actual transaction currency) in respect of the issuance of a US$ 250,000
(actual transaction currency) Convertible Debenture to Simtov LTD, an affiliate
company of Emanuel Arbib, in respect of his efforts in raising US$ 6 million
(actual transaction currency) Convertible Debentures to third parties.
13
Cost savings achieved in 2000 were partially offset by the average U.S.
dollar-to-Italian Lira exchange rate that was 15.6% higher in 2000 compared to
1999. This had a significant impact as approximately 79% of selling, general and
administrative expenses were incurred in U.S. Dollars.
Significant elements of selling, general and administrative costs are as
follows:
2000 1999
(000,000s) (000,000s)
Lira) Lira
Corporate salaries 1,340 1,421
Legal costs 1,198
938
Other costs 1,991 2,570
Temporary management services
subsidiary - 900
------------------------
4,529 5,829
========================
Other costs include rent and office expenses for the Company's offices in New
Jersey (closed in June 2000) and in Milan, Italy, tax, accounting and compliance
costs in the U.S. and Italy, professional fees in connection with legal claims
and the disposal of operations in Italy.
In 2000, impairment expense of Lira 90 million reflects the write-off of
residual amounts of goodwill. Impairment expense in 1999 reflects Lira 500
million in respect of the December 1999 disposal of land in Sardinia and Lira
400 million impairment of trademarks and other intangibles of TIM, to reflect
the 2000 terms of sale of this subsidiary.
Interest expense in 2000 principally reflects interest on the Company's US$ 6.25
million (actual transaction currency) 5% debentures issued in December 1999.
Interest expense in 1999 principally reflects interest on residual Italian loans
dating from when OAM was operative (prior to 1993) and interest on bridge
financing provided in October 1998 by Tamarix Capital Corporation and Mr.
Giovanni Bulgari repaid in November and May 1999, respectively. Final
installments on the OAM loans were paid in 2001.
Interest income in 2000 is principally in respect of interest earned on the
proceeds received from the sale of Moto Guzzi and Lira 306 million for the value
of warrants of Moto Guzzi issued to OAM as remuneration for the ongoing finance
provisions to the disposed motorcycle operations plus interest on other cash
balances and tax receivables. The principal elements of interest income in 1999
were Lira 916 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, Lira 176 million other interest paid to OAM by the
disposed motorcycle operations and, for the balance, interest receivable on cash
balances and tax receivables.
In 2000, the Company recorded a charge of Lira 2,731 million of amortization for
the premium on redemption of Centerpoint Series B Preferred Stock. Such charge
largely relates to exchange differences as the Centerpoint Series B Preferred
Stock was denominated in U.S. dollars. The Company also incurred Lira 639
million of financing costs in the form of preferred stock dividends payable to
external holders of Centerpoint Series B Preferred Stock.
14
The significant elements of other income, net were as follows:
2000 1999
(000,000s) (000,000s)
Lira Lira
Foreign exchange 4 (2)
Release of reserves for claims - 1,009
Additional reserve for U.S.
litigation - (2,970)
Rental income - 80
Other 104 638
---------------------
Other income/(expense), net 108 (1,245)
=====================
An additional reserve for U.S. litigation was made in 1999 in light of
preliminary judgments. Release of reserves for claims in 1999 principally
related to reserves made for companies disposed in the early 1990's based on
final settlements of claims deriving from such disposals.
As a result of the above items, losses from continuing operations increased to
Lira 7.1 billion from Lira 6.6 billion in 1999.
Losses from the discontinued motorcycle operations decreased to Lira 4.4 billion
in 2000 compared to Lira 13.0 billion in 1999 as 2000 represents 6 months of
operations while 1999 represented a full 12 months. The Company recorded a gain
of Lira 56.4 billion before minority interests of Lira 18.8 billion on disposal
of the motorcycle operations in 2000. In 1999, the merger of the motorcycle
operations with and into North Atlantic generated a gain of Lira 25.8 billion
before minority interests of Lira 4.2 billion.
The Company also sold its steel tube operations in 2000. While this business was
profitable in 1999 and 1998, mainly due to favorable market conditions and
prices, it did not present opportunities for growth and future profits that
justified further investment. Consequently it was disposed to a trade purchaser.
Liquidity and Capital Resources
Significant cash activities in 2001
Negative operating cash flows principally relate to selling, general and
administrative expenses and payments in respect of the Wilson Litigation of US$
2,050,000 (actual transaction currency) or Lira 2,970 million.
In July 2000, the Company had negotiated an agreement to purchase the shares of
the minority shareholder in OAM for US$ 2.5 million (actual transaction
currency) or Lira 5,153 million and the Company acquired this interest in March
2001.
In the first quarter of 2001, OAM liquidated Lira 4,066 million of marketable
securities so as to be able to fund payments due under the terms of settlement
of the Wilson Litigation and other expenses. In the second quarter of 2001,
Centerpoint liquidated its Euro denominated fixed interest securities and
transferred substantially all of its funds to the United States where they were
placed in short term US Dollar bank deposits.
The Company's 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
15
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 15, 2001, the Company paid the
holders of US$ 6,000,000 (actual transaction currency) Convertible Debentures
US$ 4,207,500 (actual transaction currency) in cash, which the Convertible
Debenture holders accepted as payment in full on the Convertible Debentures
(including past due interest), representing a 31.5% discount from their face
value and in July 2001 paid US$ 218,750 (actual transaction currency) to settle
the remaining Convertible Debentures held by Simtov LTD, representing a discount
of 14.4% from their face value. These two repayments amounted to Lira 9,577
million and the remaining balance of Lira 609 million of debt repayments relates
to the payment by OAM of the final installment of its Industry Ministry loans.
Future liquidity needs
The disposals of the subsidiaries 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 companies activities and legal fees
related to various litigation described in Item 3 and in the Consolidated
Financial Statements.
In January 2002, OAM entered into agreements with Bion as described in Note 18
to the Consolidated Financial Statements and in Item 1. The substantial effect
of the transactions with Bion was that the Company disposed of its controlling
interest in Centerpoint. The Company received substantially 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.
Following a non-binding term sheet dated December 30, 2003, between the Company
and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the Company
and Comtech reached 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. (See "Future
Business of the Company" under Item 1). If the Company and Comtech enter into a
definitive agreement and the transactions contemplated thereby are consummated,
it is likely that the Company would use current resources to fund costs
associated with Comtech's business and the Company's liquidity would decrease.
As of March 31, 2004, the Company has approximately (euro) 4.1 million (US$ 5.0
million at exchange rates prevailing at March 31, 2004) in cash and marketable
securities. Management believes such amounts to be sufficient to fund the
Company's activities which principally reflect litigation which the Company has
commenced against IMI (see Item 3) 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 addition, the Company
continues to incur ongoing corporate overhead costs that include executive
salaries for Mark Hauser and Emanuel Arbib, Directors & Officers ("D & O")
Insurance, and professional fees to lawyers, accountants and bankers,
principally in connection with the Company's public filings.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements
16
Contractual Obligations, Commercial Commitments and Purchase Obligations
As of December 31, 2001, the Company's contractual obligations, commercial
commitments and purchase obligations were as follows:
Payment Due by Period
------------------------------------------
Less More
Than 1 1 - 3 3 - 5 Than 5
Total Year Years Years Years
----- ---- ----- ----- -----
Contractual Obligations
- -----------------------
Long-Term Debt Obligations - - - - -
Capital Lease Obligations - - - - -
Operating Lease Obligations 135 34 101 - -
Purchase Obligations - - - - -
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under GAAP - - - - -
Total 135 34 101 - -
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The fair value of cash 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.
17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TRIDENT ROWAN GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants....................................20
Consolidated Balance Sheets - Assets........................................21
Consolidated Balance Sheets - Liabilities and Shareholders' Equity..........22
Consolidated Statements of Operations.......................................23
Consolidated Statements of Changes in Shareholders' Equity (Deficit) .......25
Consolidated Statements of Cash Flows.......................................27
Notes to Consolidated Financial Statements..................................29
18
Trident Rowan Group, Inc.
-------------------------
Consolidated Financial Statements As of
---------------------------------------
December 31, 2001 and 2000
--------------------------
Together with
-------------
Report of Independent Public Accountants
----------------------------------------
19
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors
Trident Rowan Group, Inc.
New York, New York
We have audited the accompanying consolidated balance sheets of Trident Rowan
Group, Inc. (a Maryland corporation) and subsidiaries (the "Company") as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, shareholders' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2001
and 2000, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, the Company, on January 1,
2001, adopted the provision of Statement of Financial Accounting Standards No.
145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement
No.13, and Technical Corrections".
As discussed in Note 18 to the financial statements, in January 2002, the
Company acquired 1,000,000 common shares of Bion Environmental Technologies Inc.
/s/ DELOITTE & TOUCHE S.p.A.
Milan, Italy
May 7, 2004
20
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2001 and 2000
In millions of Italian Lira or thousands of U.S. Dollars
2001 2001 2000
ASSETS $ Lira Lira
Cash and cash equivalents .................................. 9,543 20,745 12,737
Marketable securities, at cost ............................. -- -- 32,417
Receivables ................................................ 24 53 953
Trade, less allowance .................................... 12 26 25
Other receivables ........................................ 12 27 928
Prepaid Expenses ........................................... 55 120 186
------- ------- -------
TOTAL CURRENT ASSETS ....................................... 9,622 20,918 46,293
------- ------- -------
Property, plant and equipment ............................. 17 36 114
At cost .................................................. 79 170 179
Less allowance for depreciation .......................... (62) (134) (65)
Deferred debt charges, net ................................. -- -- 460
Other Assets ............................................... -- -- 2
Tax receivables ............................................ 153 333 2,248
Restricted Securities ...................................... -- -- 1,000
------- ------- -------
TOTAL ASSETS ............................................... 9,792 21,287 50,117
======= ======= =======
See Notes to Consolidated Financial Statements
21
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2001 and 2000
In millions of Italian Lira or thousands of U.S. Dollars
2001 2001 2000
LIABILITIES $ Lira Lira
Current portion of long-term debt ......................... -- -- 13,492
Accounts payable .......................................... 209 455 846
Accrued expenses and other payables ....................... 1,363 2,964 2,791
---------- ---------- ----------
TOTAL CURRENT LIABILITIES ................................. 1,572 3,419 17,129
---------- ---------- ----------
Provision for claims ...................................... 392 852 5,050
Minority interests ........................................ 4,921 10,696 19,527
SHAREHOLDERS' EQUITY ...................................... 2,907 6,320 8,411
Common stock, par value $0.01 per share:
Authorized 50,000,000 shares, 4,064,900
shares outstanding, 49 106 106
Additional paid-in capital ................................ 49,090 106,717 106,555
Treasury stock, at cost ................................... (22,041) (47,914) (47,914)
Cumulative translation adjustment ......................... (1,381) (3,002) (1,119)
Accumulated deficit ....................................... (22,8101) (49,587) (49,217)
---------- ---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY ...................... 9,792 21,287 50,117
========== ========== ==========
See Notes to Consolidated Financial Statements
22
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Operations
Years ended December 31, 2001, 2000 and 1999
In millions of Italian Lira or thousands of U.S. Dollars, except per share
information
2001 2001 2000 1999
$ Lira Lira Lira
Net sales ......................................... -- -- -- 1,987
Cost of sales ..................................... -- -- -- (1,055)
---------- ---------- ---------- ----------
-- -- -- 932
Selling, general and
administrative expenses ......................... (1,935) (4,207) (4,529) (5,829)
Impairment expense ................................ -- -- (90) (900)
---------- ---------- ---------- ----------
Total operating loss .............................. (1,935) (4,207) (4,619) (5,797)
Interest expense .................................. (380) (826) (1,197) (589)
Interest income ................................... 351 763 988 1,178
Amortization of premium for
redemption of Subsidiary
preferred stock ................................. -- -- (2,731) --
Subsidiary preferred stock
dividends ....................................... -- -- (639) --
Other income/(expense), net ....................... 1,846 4,014 108 (1,245)
---------- ---------- ---------- ----------
Loss from continuing
operations before income
taxes and minority interests .................... (118) (256) (8,090) (6,453)
Income taxes ...................................... (104) (227) (38) (88)
Minority interests ................................ 52 113 979 (69)
---------- ---------- ---------- ----------
Loss from continuing operations ................... (170) (370) (7,149) (6,610)
Discontinued operations (Note 3) .................. -- -- 33,870 9,095
Loss of motorcycle operations
segment after income taxes of
Lira 0, Lira 514 and Lira 88 ...................... -- -- (4,378) (12,973)
23
2001 2001 2000 1999
$ Lira Lira Lira
Gain on disposal of
discontinued motorcycle
operations ........................................ -- -- 37,643 --
Gain on merger of
discontinued motorcycle
subsidiary ........................................ -- -- -- 21,679
Profit of steel tube
segment after income taxes
Lira 0, Lira 0 and Lira 164 ....................... -- -- 605 634
Accrual for loss on
disposal of steel tube
segment ........................................... -- -- -- (245)
---------- ---------- ---------- ----------
Net profit/(loss) ................................. (170) (370) 26,721 2,485
========== ========== ========== ==========
PROFIT/(LOSS) PER SHARE
Basic
Continuing operations ............................. (0.04) (91) (1,757) (1,544)
Discontinued operations ........................... -- -- 8,323 2,125
---------- ---------- ---------- ----------
(0.04) (91) 6,566 581
---------- ========== ========== ==========
Weighted average number of
shares outstanding during
the period:
Basic ............................................. 4,064,900 4,064,900 4,069,571 4,280,767
---------- ========== ========== ==========
See Notes to Consolidated Financial Statements
24
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Equity (Deficit)
December 31, 2001, 2000 and 1999
In millions of Italian Lira or thousands of U.S. Dollars
TOTAL
Additional Other SHAREHOLDERS' Comprehensive
Common paid-in Treasury Comprehensive Accumulated EQUITY Income/
stock capital Stock Income deficit (DEFICIT) (loss)
--------- ---------- -------- ------------- ----------- ------------ ------------
At January 1, 1999 Lira 106 104,032 (45,865) 24 (78,423) (20,126) (25,094)
Net profit/(loss) -- -- -- -- 2,485 2,485 2,485
Translation adjustment -- -- -- (741) -- (741) (741)
Repurchase of shares -- -- (1,659) -- -- (1,659) --
Vesting of shares subject to
forfeit -- 562 -- -- -- 562 --
-------- -------- -------- -------- -------- -------- -------
At December 31, 1999 Lira 106 104,594 (47,524) (717) (75,938) (19,479) 1,744
Net profit/(loss) -- -- -- -- 26,721 26,721 26,721
Translation adjustment -- -- -- (402) -- (402) (402)
Capital increase resulting from
minority acquisition -- 1,477 1,477
Repurchase of shares for sale of TIM -- -- (390) -- -- (390) --
Vesting of shares subject to forfeit -- 484 -- -- -- 484 --
-------- -------- -------- -------- -------- -------- -------
At December 31, 2000 Lira 106 106,555 (47,914) (1,119) (49,217) 8,411 26,319
Net profit/(loss) -- -- -- -- (370) (370) (370)
Translation adjustment -- -- -- (1,883) -- (1,883) (1,883)
Vesting of shares subject to
forfeit -- 162 -- -- -- 162 --
-------- -------- -------- -------- -------- -------- -------
At December 31, 2001 Lira 106 106,717 (47,914) (3,002) (49,587) 6,320 (2,253)
-------- -------- -------- -------- -------- -------- -------
At December 31, 2001 (000s) $ 49 49,090 (22,041) (1,381) (22,810) 2,907 (1,036)
======== ======== ======== ======== ======== ======== =======
See Notes to Consolidated Financial Statements
25
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
December 31, 2001, 2000 and 1999
In millions of Italian Lira or thousands of U.S. Dollars
2001 2001 2000 1999
$ Lira Lira Lira
Loss from continuing operations ................................ (170) (370) (7,149) (6,610)
Adjustments to reconcile net loss to net
cash provided/(used) by continuing operations:
Depreciation and amortization .................................. 23 49 127 216
Amortization of deferred debt charges .......................... 93 201 469 --
Non-cash finance income from discontinued operations ........... -- -- (306) (916)
Minority interests ............................................ (52) (113) (979) 69
Amortization of premium for redemption of
subsidiary preferred stock .................................. -- -- 2,010 --
(Gain)/Loss on disposals of subsidiaries ....................... -- -- (63) 567
Impairment expenses ............................................ -- -- 90 400
Other operating activities ..................................... (36) (80) 1,049 1,486
Changes in operating assets and liabilities:
Receipt of tax receivable ...................................... -- -- -- 6,002
Trade and other receivables .................................... 419 912 1,361 1,955
Prepaid expenses ............................................... 32 69 10 334
Accounts payable and accrued expenses .......................... (1,930) (4,195) (4,909) (597)
Payment of settlement of litigations ........................... (1,020) (2,217)
Decrease in provision for claims ............................... (1,491) (3,245) -- --
Related party payables ......................................... -- -- (204) (110)
------- ------- ------- -------
Net cash (used)/provided by operating activities ............... (4,132) (8,989) (8,494) 2,796
------- ------- ------- -------
Investing activities:
Decrease/(increase) in investments ............................. 14,800 32,182 (28,970) (3,111)
Purchase of minorities in OAM .................................. (2,488) (5,409) -- --
Sale of subsidiaries, less cash disposed ....................... -- -- (229) 4,556
Proceeds from disposal of other assets ......................... -- -- -- 122
Purchases of property, plant and equipment ..................... -- -- -- (6)
------- ------- ------- -------
Net cash (used)/provided by investing activities ............... 12,312 26,773 (29,199) 1,561
------- ------- ------- -------
Financing activities
Issuance of subsidiary preferred stock ......................... -- -- 11,386 2,274
Redemption of subsidiary preferred stock ....................... -- -- (15,876) --
Repurchase of shares ........................................... -- -- (1,659) --
Repayment of loans to related parties .......................... -- -- -- (6,638)
Proceeds from long-term debt ................................... -- -- -- 10,704
Principal payments of long-term debt ........................... (4,684) (10,186) (553) (1,113)
------- ------- ------- -------
Net cash (used)/provided by financing activities ............... (4,684) (10,186) (6,702) 5,227
------- ------- ------- -------
See Notes to Consolidated Financial Statements
26
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
December 31, 2001, 2000 and 1999
In millions of Italian Lira or thousands of U.S. Dollars
2001 2001 2000 1999
$ Lira Lira Lira
Increase/(Decrease) in cash from continuing ............... 3,496 7,598 (44,395) 9,584
Cash from merger with NAAC ................................ -- -- -- 16,006
Cash provided/(used) by discontinued
operations, ............................................. -- -- 43,847 (16,174)
Exchange movement on opening cash ......................... 188 410 817 8
Cash, beginning of period ................................. 5,859 12,737 12,468 3,044
------- ------- ------- -------
Cash, end of period ....................................... 9,543 20,745 12,737 12,468
======= ======= ======= =======
See Notes to Consolidated Financial Statements
27
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
December 31, 2001, 2000 and 1999
Supplemental Schedule of Non-Cash Activities
2001 - As described in Note 5 to the Consolidated Financial Statements, as a
result of the allocation of the excess of the net fair value of assets acquired
and liabilities assumed over the acquisition costs of the minority interests in
OAM, tax receivables of Lira 1,907 million and an investment of Lira 1,000
million were written down to zero.
Lire 162 million has been charged as stock compensation expense.
2000 - In July 2000, as described in Note 4 to the Consolidated Financial
Statements, Centerpoint Corporation ("Centerpoint") issued 300,000 shares of
Centerpoint Class A Common Shares to the Company as a fee for arranging and
sponsoring the Centerpoint Series B Preferred Stock financing in February 2000.
Also in July 2000, OAM exercised 100,000 warrants for Centerpoint stock at US$
0.01(actual transaction currency) per share. As a result of these shares issued
by Centerpoint, the Company recorded a non-cash increase in paid in capital of
Lira 1,477 million.
In February 2000, US$ 1.25 million (actual transaction currency) of advances to
Centerpoint were converted to Centerpoint Series B Preferred Stock - see Note 4
to the Consolidated Financial Statements.
Lira 484 million has been charged as stock compensation expense.
1999 - As described in Note 4 to the Consolidated Financial Statements the
Company repurchased shares for US$ 862,500 (actual transaction currency) (Lira
1,659 million) on December 28, 1999, payment being effected in January 2000.
The Company issued US$ 250,000 (actual transaction currency) (Lira 481 million)
of its 5% U.S. dollar denominated convertible debentures to Simtov LTD an
affiliate company of Emanuel Arbib, Joint-CEO of the Company, in connection with
the placement of US$ 6 million (actual transaction currency) of such debentures
with Italian financial institutions. See Note 8 to the Consolidated Financial
Statements.
Lira 562 million has been charged as stock compensation expense.
Cash disposed of on the sales of Pastorino S.r.l. and Grand Hotel Bitia
S.r.l. aggregated Lira 44 million.
Other Supplemental Information
Interest paid amounted to Lira 82 million, Lira 131 million and Lira 864 million
in 2001, 2000, and 1999, respectively.
See Notes to Consolidated Financial Statements
28
1. Background and Organization
Trident Rowan Group, Inc. (the "Company") was a holding company incorporated in
the United States whose subsidiaries, prior to their disposals, operated
primarily in Italy. Its businesses were the manufacture and distribution of
"Moto Guzzi" brand motorcycles in Italy, Europe and elsewhere in the world the
manufacture and distribution of steel tubes for the automotive and furniture
markets; and the provision of temporary management services to third parties.
The Company, in 2000, disposed of all of its operating subsidiaries (see Note
3). It also disposed of its 57.70% controlling interest in Centerpoint
Corporation ("Centerpoint") [formerly Moto Guzzi Corporation ("Moto Guzzi")] in
2002 (see discussion of the Bion transactions in Note 18).
Reporting currency
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 subsidiaries 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 in Lira-denominated cash and cash-equivalents, and then moved these
amounts to US$-denominated bank accounts. The translation of Lira amounts into
U.S. dollar amounts as of December 31,2001 described in the financial statements
and tables in this Item 8, unless otherwise indicated, is included solely for
the convenience of the readers of the financial statements and has been
calculated at the rate of Lira 2,173.9 to US$ 1.00 (actual transaction
currency), the approximate exchange rate at December 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 transaction 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".
From January 1, 2002, the Euro became the only legal currency in the
participating countries and consequently the consolidated financial statements
of the Company, commencing on January 1, 2002 will be presented in Euro,
translating data related to previous years using the fixed rate of Lira 1,936.27
for 1 Euro.
2. Significant Accounting Policies
Principles of consolidation
The consolidated financial statements at December 31, 2001 include the accounts
of the Company and the following majority owned subsidiaries - Trident Servizi
(a 99.9% owned subsidiary), OAM (a 99.6% owned subsidiary of Trident Servizi),
Trident International (a 100% owned subsidiary of OAM) and Centerpoint (57.7%
owned by OAM and 5% owned directly by the Company).
The consolidated financial statements at December 31, 2000 include the accounts
of the Company and the following majority owned subsidiaries - Trident Servizi,
OAM, Trident International, Centerpoint. Temporary Integrated Management S.p.A.
("TIM"), LITA S.p.A. and the subsidiaries of Centerpoint were disposed of in
2000.
The consolidated financial statements at December 31, 1999 include the accounts
of the Company and the following majority owned subsidiaries - Trident Servizi,
OAM, Trident International, Centerpoint and subsidiaries (57.7% owned by OAM and
5% owned directly by the Company) , TIM (a 100% owned subsidiary of the Company)
and LITA S.p.A. (a 99% owned subsidiary of Trident International).
29
Significant inter-company accounts and transactions have been eliminated in
consolidation.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results could
differ from these estimates.
Foreign currency transactions
Transactions denominated in currencies other than the functional currency of
individual entities included in consolidation are recorded at the exchange rate
in effect on the transaction date. Monetary assets and liabilities denominated
in currencies other than then functional currency are adjusted to current
exchange rates when paid or on the balance sheet date, whichever is earlier.
Gains and losses are included in "other income, net" in the consolidated
statements of operations.
Foreign currency translation
Assets and liabilities of subsidiaries whose functional currency is other than
the Lira are translated into Lira using exchange rates prevailing at the balance
sheet dates. Net sales, cost of sales and expenses are translated at average
exchange rates during the year. The adjustment resulting from translating the
financial statements of such subsidiaries is included as a component of
accumulated other comprehensive income or loss.
Cash equivalents
The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents
Marketable and other securities
Marketable and other securities and investments consist primarily of variable
income investments. Marketable securities as of December 31, 2000 consisted of
Euro-denominated Banca Nazionale del Lavoro O/S FRN 2003 Notes amounting to Lira
28,351 million, Euro-denominated units in a monetary fund amounting to Lira
4,066 million, and an investment of Lira 1,000 million (see Note 6). All
marketable securities are carried at cost plus accrued interest and treated as
held-to-maturity debt securities.
Long-lived assets
The Company continually reviews long-lived assets for impairment when events or
changes in circumstances indicate that the carrying amount of the assets may no
longer be recoverable. The Company, in 1999, recognized impairment expense of
Lira 500 million related to a parcel of land disposed of in November 1999 and
Lira 400 million related to trademarks and other intangibles reflecting the
planned 2000 disposal of its management services subsidiary. The impairment
expense of Lira 90 million in 2000 is related to the carrying value of goodwill
as all operating activities ceased.
Goodwill and other intangibles
Goodwill represents the excess of the purchase price of net tangible and
intangible assets acquired in business combination over their estimated fair
value. The goodwill is amortized on a straight-line basis over a period
determined by the Company taking into consideration the nature of the business
acquired and was fully amortized in 1999. The excess of the sum of the estimated
fair value of the assets acquired and liabilities assumed over the purchase
price of an acquisition of a minority interest in a subsidiary in 2001 was
allocated as a pro rata reduction of the amounts that otherwise would have been
assigned to all
30
of the acquired assets other than financial assets, assets to be disposed of by
sale, and any other current assets.
Deferred debt charges
Deferred debt charges are amortized using the effective interest method over the
terms of the related loans. Amortization of deferred debt charges is recognized
as interest expense.
Property, plant and equipment
Property, plant and equipment are recorded at cost. Depreciation is provided on
the straight-line method over the estimated useful lives of the assets. The
useful lives of plant and machinery, tooling and computer equipment ranges from
3 years to 10 years.
Revenue recognition
Revenues from the provision of services by the Company's temporary management
services operations in 1999 were recorded when the services have been performed.
Income taxes
Income taxes are provided by each entity included in the consolidation in
accordance with local laws. Deferred income taxes are recognized for all
significant temporary differences and are classified as current or non-current
based upon the classification of the related asset or liability in the financial
statements. A valuation allowance is provided to reduce the amount of deferred
tax assets if it is considered more likely than not that some portion of, or all
of, the deferred tax asset will not be realised.
Stock-based compensation
The Company accounts for stock-based compensation using the intrinsic value
method. Under this method, compensation cost for stock options, warrants and
stock awards is measured as the excess, if any, of the quoted market price of
the Company's common stock at the date of the grant over the amount an employee
must pay to acquire the stock.
The additional compensation costs under the Company's stock option plans for
2001, 2000 and 1999, had they been accounted for using the fair value of awards
at the grant date, were not material. The effect of applying variable accounting
on the fixed stock options or awards to employees which exercise prices have
been reduced subsequent to their original measurement dates, as well as the
effect of the extension of the exercise periods of certain awards or options to
employees, were not material to the results of operations for all periods
presented.
Stock options, warrants and stock awards to persons or entities other than
employees are recognized at the fair value of the Company's common stock at the
date of the grant.
Net profit/(loss) per common share
Basic earnings per share from continuing operations exclude any dilutive effects
of options, warrants and convertible securities. Diluted earnings per share from
continuing operations give effect to all potentially dilutive common shares that
were outstanding during the period. Since the Company had losses from continuing
operations in each of the years from 1999 to 2001, potentially dilutive common
shares are antidilutive for each of these years.
Accumulated other comprehensive income
Comprehensive income includes net income and translation difference from the
conversion of balance sheets of non-Italian entities. The Company has disclosed
comprehensive income in the consolidated statements of changes in shareholders
equity.
31
New accounting standard
The Company, on January 1, 2001, early adopted the provision of SFAS No. 145,
"Rescission of FASB Statement No.4, 44 and 64, Amendment of FASB Statement
No.13, and Technical Corrections". FASB Statement No.4 requires the
classification of all gains and losses associated with extinguishment of debt as
an extraordinary item. The rescission of FASB Statement No. 4, however would not
preclude gains and losses associated with an extinguishment of debt that meets
the criteria in APB Opinion No. 30 from being classified as an extraordinary
item. SFAS No.145 requires that any gains or losses on extinguishments of debt
that were classified as an extraordinary item in prior periods be classified to
other income (expense). The Company early adopted SFAS 145 and presented the
gain on extinguishment of debt as disclosed in Note 8 as other income.
There were several other accounting standards issued subsequent to December 31,
2001. The Company has reviewed those standards and have determined that they are
not applicable to the Company or that their impact is not material to the
financial position and results of operations.
Reclassifications
Comparative figures for 2000 and 1999 have been reclassified to conform to the
2001 presentation.
3. Discontinued Operations
3a. Discontinued Motorcycle 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 Centerpoint (formerly Moto Guzzi) to the shareholders of North
Atlantic Acquisition Corporation ("North Atlantic") for approximately US$ 8.9
million (Lira 16,006 million) in cash and recognized a gain of Lira 21,679
million.
Sale of motorcycle operations
Moto Guzzi sold all its operating subsidiaries to Aprilia S.p.A. ("Aprilia") in
2000 for Lira 81,874 million and changed its corporate name to Centerpoint. A
gain on the disposal of Lira 56,439 million (before minority interests of Lira
18,796 million) was recognized after providing fully against eventual amounts
recoverable from the amounts placed in escrow (see below)
Centerpoint placed Lira 9,375 million in escrow to satisfy potential claims by
Aprilia related to any breach of representations and warranties. The funds in
the escrow account were to be released to Centerpoint in two payments - Lira
7,000 million on September 8, 2001 and up to Lira 2,375 on September 8, 2007.
See Note 18 - "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.
Banca di Intermediazione Mobiliare IMI S.p.A. ("IMI") was paid Lira 11,401
million in fees and expenses related to the foregoing sale the operating
subsidiaries of Centerpoint; this amount is being disputed by Centerpoint. See
Note 18 - "Subsequent Events" for further discussion regarding disputed fees.
A portion of the proceeds from the sale of the operating subsidiaries of
Centerpoint was used by Centerpoint to redeem all the then outstanding
Centerpoint Series B Preferred Stock for approximately US$ 12.6 million (actual
reporting currency) (approximately Lira 28,300 million at the then prevailing
32
exchange rate); of which US$ 5.2 million (actual transaction currency)
approximately Lira 11,400 million at the then prevailing exchange rate) was
received by the Company (see Note 4).
The measurement date of the disposal was July 1, 2000, which is the latest date
prior to the sale for which Centerpoint had complete financial information. The
results of operations for the six months ended July 1, 2000 and the year ended
December 31, 1999 are as follows:
Jul. 1 Dec.31
2000 1999
(000,000s) (000,000s)
Lira Lira
Net sales 50,994 86,232
Loss before taxes (7,810) (22,888)
Provisions for taxes (514) (88)
--------- ----------
Net loss from discontinued operations
of motorcycle operations before
minority interests (8,324) (22,976)
Minority interests 3,946 10,003
--------- ----------
Net loss Lira (4,378) Lira (12,973)
========= ==========
The consolidated statements of operations includes interest income charged to
the motorcycle operations of Lira 306 million and Lira 1,088 million in 2000 and
1999, respectively.
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:
Jul. 1 Dec.31
2000 1999
(000,000s) (000,000s)
Lira Lira
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)
========== ===========
33
The Company provided the discontinued motorcycle operations with cash (in the
form of capital contribution and advances) of Lira 15,941 million in 2000 and
Lira 14,331 million in 1999 to finance its operations.
3b. Discontinued Steel Tube Operations
The Company disposed of L.I.T.A. S.p.A. ("LITA") for Lira 2,470 million in July
2000. 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.
The results of operations of LITA for 1999 and in 2000 (through the effective
date of disposal) were as follows:
Jul. 1 Dec.31
2000 1999
(000,000s) (000,000s)
Lira Lira
Net sales 10,368 22,852
Profit before taxes 706 872
Provisions for taxes - (164)
-------- ---------
Net profit from discontinued operations
of steel tube operations before
minority interests 706 708
Minority interests 101 74
-------- ---------
Net Profit 605 634
======== =========
The consolidated statements of operations included management fees charged to
the steel tube operations of Lira 389 million in 1999.
34
The net assets of the discontinued steel tube operations are as follows:
Jul. 1 Dec.31
2000 1999
000,000s 000,000s
Lira Lira
Current assets ........................ 12,522 12,378
Current liabilities ................... (10,528) (11,005)
--------- --------
Net current assets..................... 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)
--------- --------
Net non-current assets ................
495 410
--------- --------
Provision for disposal................. - (245)
========= ========
Net assets of discontinued operations.. 2,489 1,538
========= ========
4. Capital Transactions
Issuance and Redemption of Centerpoint of Series B Preferred Stock
Centerpoint, on February 25, 2000, issued Series B Preferred Stock as follows:
60,000 to Fineco S.p.A. (and its affiliates) and 35,000 to the Company (for cash
totaling Lira 18,329 million); 12,500 to William Spier and affiliates of Barry
Fingerhut (as settlement of advances to Centerpoint in August 1999 of Lira 2,479
million) and 16,000 to OAM (in partial settlement of outstanding loans amounting
to Lira 23,892 million).
Centerpoint redeemed the Centerpoint Series B Preferred Stock in October 2000
(see Note 3a) and recorded accretion expense of Lira 2,731 million.
Centerpoint issued 300,000 Centerpoint Class A Common Stock to the Company in
July 2000 for US$ 0.01 (actual transaction currency) per share in consideration
of the Company's participation in the issuance of Centerpoint Series B Preferred
Stock (see Note 8). This was treated as an acquisition of a portion of the
minority interest and was accounted for under the purchase method resulting in
an increased paid in capital by Lira 1,477 million
Share Repurchases
On December 28, 1999, the Company repurchased 300,000 of its shares at the then
market price of US$ 2.875 (actual transaction currency) per share for a total of
US$ 862,500 (actual transaction currency) (Lira 1,659 million) in connection
with the issuance of US$6 million (actual transaction currency) Convertible
Debenture (see Note 8).
5. Purchase of minority interests in OAM subsidiary
The Company purchased, on March 1, 2001, the 15.65% minority interests in OAM
(that it did not already own then) from Daimler Chrysler for US$2.5 million
(actual transaction currency) (Lira 5,153 million at the effective accounting
date for this transaction of January 1, 2001). The net fair value of the assets
acquired and liabilities assumed of Lira 8,081 million exceeded the acquisition
cost by Lira 2,928 million; this excess was applied to write down the fair value
initially allocated to the following non-current assets of OAM - tax receivables
of Lira 1,907 million (see Note 6), an investment of Lira 1,000 million and
property and equipment of Lira 21 million.
6. Tax Receivables
35
Tax receivables represent amounts for which reimbursement has been requested.
The period for reimbursement in Italy had, in the recent past, invariably been
in excess of 12 months and, accordingly, amounts for which reimbursement has
been requested are not classified as current assets. Interest accrues on these
receivables at rates set from time to time by the Italian Government.
7. Accrued Expenses and Other Payables
2001 2001 2001
(000s) (000,000s) (000,000s)
$ Lira Lira
Salaries, wages and related items 185 401 444
Value added and other taxes 109 238 21
Other for legal costs, interest 725 1,577 2,326
and other accrued expenses
Provision for claims 344 748 -
------ ------- -------
1,363 2,964 2,791
====== ======= =======
8. Long-Term Debt
2001 2001 2000
(000s) (000,000s) (000,000s)
$ Lira Lira
Convertible Debentures - - 12,833
12.4% Industry Ministry loan - - 609
--------- ---------- ----------
- - 13,492
Less current portion - - (13,492)
--------- ---------- ----------
- - -
========= ========== ==========
The Company issued a two-year US$ 6 million (actual transaction currency) 5%
convertible debentures ("US$6 Million (actual transaction currency) Convertible
Debenture") on December 28, 1999. The Company also issued US$ 250,000 (actual
transaction currency) convertible debenture ("US$ 250,000 (actual transaction
currency) Convertible Debenture") that had the same terms as the US$6 Million
(actual transaction currency) Convertible Debenture to Simtov LTD, an affiliate
of Emanuel Arbib (see Note 13), as payment for services in connection with the
issuance of the US$6 Million (actual transaction currency) Convertible
Debentures. The Convertible Debentures are convertible at any time, in full or
in part, into common stock of the Company.
Centerpoint loaned US$ 4.2 million (actual transaction currency) to the Company
("Centerpoint Loan") on June 13, 2001 pursuant to a loan agreement ("Centerpoint
Loan Agreement") with the Company executing a promissory note ("Promissory
Note") for the amount of the Centerpoint Loan. On June 15, 2001, from the
proceeds of the Centerpoint Loan, the Company paid the holders of the US$ 6
Million (actual transaction currency) Convertible Debenture US$ 4,207,500
(actual transaction currency) as full
36
payment (including past due interest of US$ 135,000 (actual transaction
currency). Simtov LTD also accepted, in July 2001, US$ 218,750 (actual
transaction currency) as payment in full of the US$ 250,000 (actual transaction
currency) Convertible Debentures. The difference of Lira 4,276 million between
the carrying amounts of the US$ 6 Million (actual transaction currency)
Convertible Debenture and the US$ 250,000 (actual transaction currency)
Convertible Debenture and amounts paid in full settlement thereof were recorded
in "Other income/(expense) net," in the consolidated statements of operations.
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 Centerpoint Class A Common
Stock then owned by the Company (see Note 18).
9. Other Income/(Expense)
2001 2001 2000 1999
(000s) (000,000s) (000,000s) (000,000s)
$ Lira Lira Lira
Gain from the extinguishment
of the Convertible Debentures
(see Note 8) 1,967 4,276 -- --
Release of reserves for claims -- -- -- 1,009
Provision for Rawlings
Litigation (see Note 17) (346) (748) -- (2,970)
Income from sale of
marketable securities 109 235 -- --
Other 116 251 108 716
------ ------ ------ ------
1,846 4,014 108 (1,245)
====== ====== ====== ======
Reserves for claims have been released in 1999 as such claims, principally
relating to activities in Italy dating from businesses sold in 1993, have been
settled.
10. Income Taxes
Losses from continuing operations before income taxes and minority interests
consisted of the following:
2001 2001 2000 1999
(000s) (000,000s) (000,000s) (000,000s)
$ Lira Lira Lira
United States 92 199 (8,672) (7,031)
Italy (90) (194) 704 600
Elsewhere (120) (261) (122) (22)
----- ------- ------- -------
(118) (256) (8,090) (6,453)
===== ======= ======= =======
Income taxes consisted of the following:
2001 2001 2000 1999
(000s) (000,000s) (000,000s) (000,000s)
$ Lira Lira Lira
Current US 89 194
Current Italy 15 33 38 88
------- -------- -------- --------
Sub-total 104 227 38 88
------- -------- -------- --------
Deferred: - - - -
------- -------- -------- --------
Total 104 Lira 227 38 88
======= ======== ======== ========
37
Significant components of the Company's deferred tax assets are as follows:
2001 2001 2000 1999
(000s) (000,000s) (000,000s) (000,000s)
$ Lira Lira Lira
Accrued Expenses 110 238 1,169 1,482
Net operating loss carry
forwards 13,714 29,835 19,216 4,349
Valuation allowance (13,714) (29.835) (19,216) (4,349)
------- ------- ------- -------
Net deferred tax assets -- -- -- --
======= ======= ======= =======
It is management's opinion that it is more likely than not that the loss
carry-forwards of the US company will not be realized; therefore deferred tax
assets were fully covered by valuation allowance.
The effective provision for income taxes varied from the income tax expense
calculated at the statutory U.S. federal income tax rate as follows:
2001 2001 2000 1999
(000s) (000,000s) (000,000s) (000,000s)
$ Lira Lira Lira
Computed tax credit at U.S.
federal rate on losses from
continuing operations (42) (90) (2,832) (1,569)
Losses and reversals of short-term
reserves for which valuation
allowance provided -- -- 3,408 1,473
Valuation allowance on the
deferred tax asset related
to tax losses carried foward 42 90 -- --
Non-deductible expenses and
local income taxes, net 104 227 (538) 184
----- ------ ------ ------
104 227 38 88
===== ====== ====== ======
For U.S. federal income tax purposes, the Company has net operating loss
carry-forwards of approximately US$ 13.7 million (actual transaction currency)
at December 31, 2001. These losses expire from 2004 through 2020. United States
income taxes have not been provided on unremitted earnings of subsidiaries
located outside the United States as such earnings are considered to be
permanently reinvested.
At December 31, 2001 the Company had net operating loss carry-forwards for
Italian income tax purposes that expire as follows:
38
2001 2001
(000s) (000,000s)
$ Lira
2004 104 225
2005 2,995 6,510
2006 1,168 2,540
--------- ---------
4,267 9,275
========= =========
The Directors are planning to place the Italian subsidiary into liquidation by
April 30, 2004. In that event, all the above loss carry-forwards will not be
realized.
11. Shares Issued in Connection with Employment Agreements
The Company issued 205,000 common shares to Mark S. Hauser (see Note 13) and
Emanuel M. Arbib (see Note 13). The shares issued have contractual transfer
restrictions lapsing equally over a three-year period ended December 31, 2000.
The issuance of these shares has been accounted for using the quoted market
price of the Company's common stock as of the date of the agreements of US$ 4.06
(actual transaction currency) per share and charged to compensation expense over
the life of the service contracts. The compensation expense related to the share
issuances were Lira 562 million, Lira 484 million and Lira 162 million in 1999,
2000 and 2001, respectively.
12. Stock Options and Warrants (all amounts in US$, the actual transaction
currency)
Tamarix warrant
In 1997, in connection with the purchase by Tamarix Investors LDC of a
controlling block of common shares of the Company, the Company issued 1,250,000
warrants to the management of Tamarix Investors LDC. The warrants were
exercisable through May 2, 2000 at an exercise price of US$ 6.00, subsequently
revised to US$ 5.50 in October 1998. These warrants were distributed to Messrs.
Hauser, Bulgari and Arbib or their associates in 1999 as part of a
reorganization of Tamarix Investors LDC.
In February 2000, in connection with the then auction of the operating
subsidiaries of Centerpoint (see Note 3a), the Company reduced the exercise
price of 691,931 warrants previously issued to individuals identified below (or
their affiliates) to US$ 3.50 per share (the then current quoted market price of
the Company's common stock) and extended the expiration date of those warrants
to June 2007.
Original New
Warrants Exercise Exercise
Name Repriced Price* Price*
------------------------- -------- -------- --------
Mark S. Hauser 152,185 $ 5.50 $ 3.50
Azzurra (an affiliate of
Mark Hauser) 250,000 $ 5.50 $ 3.50
Simtov, LTD (an affiliate of
Emanuel Arbib) 99,212 $ 5.50 $ 3.50
Gianni Bulgari 190,534 $ 5.50 $ 3.50
--------
691,931
========
* the actual transaction currency is US Dollars
39
The expiration date of the residual balance of 558,069 was extended to June
2007. Furthermore, in February 2000, additional 200,000 warrants were issued to
Mark Hauser and affiliates. This brought his total to 804,370. Of this amount,
one half were exercisable at $3.50 (and repriced in June 2003 to $1.25) and the
other half exercisable at $5.50 (repriced in June 2003 to $1.50).
The above warrants and other warrants were further re-priced in June 2003 (see
Note 18).
Publicly traded warrants (OTC/BB: TRGIW)
The Company issued 1,437,500 warrants in June 1997 which all expired unexercised
in June 2002.
1995 Non Qualified Plan Options
The Company's "1995 Non-Qualified Plan" provides for the grant of non-qualified
stock options for officers and key employees. The Board of Directors has
authorized the issuance of a total of 2,000,000 options under this plan. The
total options granted under this plan prior to 1999 were 792,500 options (net of
forfeitures) at an exercise price of US$ 12.26. On March 18, 1998 the Company
granted to certain officers options to purchase an aggregate of 280,000 common
stock at an exercise price of US$5.00 in exchange for the 710,000 outstanding
options. 17,500 and 65,000 of the US$ 12.26 options were forfeited in 1999 and
2000, respectively.
Also, on March 18, 1998, the Company granted options to Mr. Hauser, Mr. Arbib
and Tamarix to purchase an aggregate of 212,000 common stock at an exercise
price of US$ 5.00 and granted a further 105,000 options to persons not
previously included in its "1995 Non-Qualified Plan". 65,000 and 157,000 of
these options were forfeited in 1998 and 2000 respectively, when the grantees
left the Company. In February 2000, in connection with the then upcoming auction
of the operating subsidiaries of Centerpoint, the Company reduced the exercise
price of 50,000 stock options previously granted to Mr. Hauser to US$ 3.50 per
share (the then current quoted market price of the Company's common stock). In
June 2003, the Company reduced the price of various options issued to Mr. Hauser
and other officers and directors of the Company (see Note 18).
As of December 31, 2001, the outstanding options under the "1995 Non-Qualified
Plan," which are all exercisable, are as follows - 245,000 options (exercise
price is $5.00 per share, reduced to $1.50 per share in 2003), 80,000 options
(exercise price is $5.50 per share, reduced to $1.50 per share in 2003) and
50,000 options (exercise price is $3.50 per share, reduced to $1.25 per share in
2003).
1995 Director's Plan
All non-employee directors, who were never previously employed by the Company or
eligible to receive options, annually receive, on each January 2, options to
purchase 5,000 shares under the 1995 Directors' Plan. Newly appointed or elected
non-employee directors receive a grant upon taking office. The authority to
grant options under the 1995 Directors' Plan will terminate on the earlier of
December 1, 2005 or upon the issuance of the entire 150,000 shares of stock
reserved for issuance under the plan.
40
Under the "1995 Director's Plan," 5,000 options are granted annually on January
2 of each calendar year to each non-employee Director serving at such date and a
proportionately reduced number of options, at the date of election, to Directors
initially elected at a date other than January 2. The exercise price is fixed at
the reported closing price of the stock on January 2, or date of election of
Directors for subsequent grants. All options issued prior to 2000 were forfeited
as a result of changes in the Board of Directors except for 7,917 options with
an exercise price of US$ 5.50 and 7,917 options with an exercise price of US$
5.00. The Company issued 45,000 options on January 3, 2000 with an exercise
price of US$ 5.50 and a further 15,000 options were issued on January 2, 2001
with an exercise price of $0.75 under the Plan.
As of December 31, 2001, the outstanding exercisable options under the "1995
Director's Plan" are as follows - 7,917 options (exercise price is $5.00 per
share, reduced to $1.50 per share in 2003), 52,917 options (exercisable price is
$5.50 per share, reduced to $1.50 per share in 2003), while 15,000 options
(exercisable price is $0.75 per share, increased to $1.50 per share in 2003) are
not exercisable at December 31, 2001.
As of March 31, 2004, 105,834 director options have been issued and outstanding
and 44,166 are available for issuance.
The following is a summary of transactions pertaining to the 1995 Non-qualified
Plan and the 1995 Director's Plans above:
2001 2000 1999
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
(000's) Price* (000's) Price* (000's) Price*
Outstanding, January 1 436 $4.92 649 $5.76 673 $5.95
Granted 15 $0.75 45 $5.50 20 $4.63
Exercised - - - - - -
Forfeited or exchanged - - (258) $6.54 (44) $8.24
Outstanding, December 31 451 $4.84 436 $4.92 649 $5.76
---------------------------------------------------------------------
Options Exercisable, December 31 436 $4.98 421 $4.90 633 $5.77
* the actual transaction currency is US Dollars
The following is a summary of the status of stock options outstanding and
exercisable under the 1995 Non-qualified Plan and the 1995 Director's Plans
above as of December 31, 2001:
Stock Options Outstanding Stock Options Exercisable
Weighted
Weighted Average
Average Remaining
Range of Shares Exercise Contractual Shares Weighted Average
Exercise Price (000)'s Price* Life (000's) Exercise Price*
$5.50 133 $5.50 6.00 years 133 $5.50
$5.00 253 $5.00 4.89 years 253 $5.00
$3.50 50 $3.50 6.00 years 50 $3.50
$0.75 15 $0.75 5.00 years - $0,75
------------------------------------------------------------------
Totals 451 $4.84 436 $4.98
* the actual transaction currency is US Dollars
41
Other options
The Company sold to GKN Securities Corp. for US$ 100, 125,000 options
exercisable through June 10, 2002 at an exercise price of US$ 6.12 and issued
173,306 warrants exercisable through June 10, 2000 at an exercise price of US$
6.00 to certain shareholders as an inducement for them to enter into lock-up
agreements with the Company and GKN Securities Corp. in connection with its June
1997 public offering. These options and warrants expired unexercised. No
expenses related to these options and warrants were recognized in each of 1999,
2000 and 2001.
The Company incurred losses from continuing operations in each of 1999 and 2000
and had no operations in 2001. Thus, all warrants and options described above
are considered anti-dilutive.
13. Related Party Transactions
Loans from related parties
Tamarix and Mr. Bulgari loaned US$ 2 million (actual transaction currency) and
Lira 3,000 million, respectively, to the Company in 1998. The loans bear
interest at 10% and a commission of 1%. The interest on these loans was Lira 409
million in 1999. The loans were paid in 1999.
Tamarix Capital Corporation / Mr. Mark Hauser
Tamarix Capital Corporation provides financial services to the Company (see Note
11). Mark Hauser (a principal of Tamarix Capital Corporation) served in various
capacities with the Company - as Chief Executive Officer, Executive Chairman and
Director. He is currently joint Chief Executive Officer of the Company
Mr. Emanuel Arbib
Mr. Arbib served the Company in various capacities - as a Director and also as
Chief Financial Officer. He also held the position of director of Centerpoint,
until the sale of its operating subsidiaries to Aprilia. He is currently joint
Chief Executive Officer of the Company
Mr. William Spier/Mr. Barry Fingerhut
The Company received advances related to subscription to the shares of stocks of
its subsidiaries as of December 31, 1999 consisting of the following -
US$250,000 (actual transaction currency) from William Spier (a director of the
Company from May 1997 to December 1999 and director of Centerpoint from March
1999 and US$1,000,000 (actual transaction currency) from Mr. Barry Fingerhut (a
Director of Centerpoint from March 1999). The advances, together with other
advances to Centerpoint by the Company in 2000 and funds raised from an Italian
institutional investor, were converted into Centerpoint Series B Preferred Stock
in February 2000 (see Note 5). Interest on the advances amounted to Lira 53
million and Lira 28 million in 1999 and 2000, respectively.
42
TIM disposal
The Company sold its management services subsidiary in 2000 to the management of
the subsidiary. The Company, as consideration, received 55,000 of its own shares
held by the management of the subsidiary with a fair value of Lira 390 million
at the date of sale.
Andrea della Valle and Mark Segall
Andrea della Valle (a director of the Company) and Investec Ernst & Company (an
investment banking firm where Mark Segall, a director of the Company, was an
executive officer at the time of the transaction) were paid by Centerpoint
commission of US$ 180,000 (actual transaction currency) and US$80,000 (actual
transaction currency), respectively, in connection with Fineco's purchase of the
Centerpoint Series B Preferred Stock (see Note 4).
14. Export sales and Geographic Information
Net sales, primarily management services, by destination were as follows:
2001 2001 2000 1999
(000s) (000,000s) (000,000s) (000,000s)
$ Lira Lira Lira
United States - - - 91
Italy - - - 1,896
--------- --------- --------- ----------
- - - 1,987
========= ========= ========= ==========
Identifiable assets: 2001 2001 2000
(000s) (000,000s) (000,000s)
$ Lira Lira
Italy 504 1,096 39,871
United States 8,859 19,259 7,837
Elsewhere 429 932 2,409
--------- -------- ---------
9,792 21,287 50,117
========= ======== =========
Assets held elsewhere principally relate to cash held by Trident Rowan
International SA, a Luxembourg company that owned LITA until its disposal in
2000. Most of the cash owned by Centerpoint was moved from Italy to the US.
15. Concentration of Credit Risks
The Company has cash and cash equivalents and short-term investments with
various financial institutions of national standing in Italy and the United
States.
43
16. Financial Instruments
Fair value of financial instruments - The following methods and assumptions were
used by the Company in estimating the fair value of its financial instruments.
o Cash and cash equivalents: the carrying amount of cash and cash equivalents
reported by the Company approximates their fair value.
o Short and long term debt: the carrying amount of the Company's borrowings
under its short-term credit arrangements approximates their fair value. The
fair values of the Company's long-term debt are estimated using cash flow
analyses, based on the Company's incremental borrowing rates for similar
types of borrowing arrangements.
There are no significant differences between fair value and carrying value for
any of the Company's financial instruments as at December 31, 2001 and 2000;
however when their realizability is uncertain, an appropriate valuation
allowance is recognized.
17. Claims and Litigation
The provision for claims as of December 31, 2001 pertains to minor litigations,
as the provision for the Rawlings Litigation recognized in 2001 (see Note 9),
which is related to the settlement of the case in 2002 (see Note 18) was
classified under the item "Accrued expenses and other payables". The litigation
is related to the release of certain hazardous waste on a former property of the
Company. The balance of the provision was also reduced in 2001 as a result of
the payments of Lira 4,165 million in connection with the settlement of the
Wilson litigation.
IMI Fees
IMI (see Note 3a) was paid Lira 11,401 million in fees and expenses it claimed
under its engagement letter with the Company and OAM. The Company disputed the
calculation of IMI's fees and has brought a suit in Italy seeking reimbursement
of Lira 8,766 million (approximately US$ 4.25 million). 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 and the Company is negotiating an 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 Lira 1,600 millions.
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. Subsequent events
Wilson Litigation
The Company sued Travelers Casualty and Surety Company ("Travelers"), its
insurer, when Travelers disclaimed coverage and defense of the Wilson
Litigation. The dispute was settled in December 2003 with Travelers paying the
Company $1,450,000 (actual transaction currency); this amount was recognized in
income in 2003.
44
Rawlings Litigation; Settlement
The Company, on February 11, 2002, entered into a settlement agreement with
Rawlings Sporting Goods Company with respect to the Rawlings Litigation pursuant
to which the Company transferred 160,000 Centerpoint Common Stock in May 2002.
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"). In 2001, IMI, the escrow agent
under the Escrow Agreement, paid Lira 7,611 million from the escrow account (see
Note 3a) to Aprilia in respect of the Alleged Claims. Centerpoint disputed the
Alleged Claims and requested an arbitration. Centerpoint, OAM and Aprilia, in
October 2003, entered into a settlement agreement, with Aprilia paying (euro)
1,420,256 (approximately Lira 2,900 million) including (euro) 206,583
(approximately Lira 400 million) of legal fees; this amount was recognized in
income in 2003. The right to 65% of the net proceeds of this settlement is owned
by OAM (see Bion transaction below).
The residual balance of approximately Lira 1,000 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. OAM is entitled to 65% of amounts
eventually released; this claim (a contingent asset) is not recorded in the
consolidated balance sheets.
Bion Transaction
Centerpoint, on January 15, 2002, acquired 19,000,000 restricted Bion
Environmental Technologies, Inc. ("Bion") shares representing an equity interest
of approximately 35%. Bion is engaged in waste stream remediation and organic
soil and fertilizer production. Its unrestricted share was then traded on the
OTC/BB market under the ticker "BNET". The considerations for the foregoing
acquisition are cash of approximately US$8.5 million (actual transaction
currency) (substantially all of Centerpoint's cash), the US$4.2 million (actual
transaction currency) Centerpoint Loan to the Company (including accrued
interest), and the assignment of 65% of Centerpoint's claims with respect to the
escrow accounts from the sale of the operating subsidiaries of Centerpoint to
Aprilia and its claims against IMI.
Simultaneously with the consummation of the foregoing transaction, Bion
purchased a 57.7% majority interest in Centerpoint from OAM. The total
consideration paid by Bion consisted of (i) US$3.7 million (actual transaction
currency) in cash, (ii) the assignment of the US$4.2 million (actual transaction
currency) Centerpoint Loan to the Company (including accrued interest) and
related loan guarantees, (iii) the assignment of the 65% interest in
Centerpoint's claims with respect to the escrow accounts from the sale of the
subsidiaries of Centerpoint to Aprilia and Centerpoint's claims against IMI,
(iv) the issuance of 1,000,000 Bion common stock to OAM, and (v) the issuance of
a warrant to acquire 1,000,000 Bion shares at a price of US$0.90 (actual
transaction currency), with expiration date of January 10, 2007 to OAM. 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.
As a consequence of the sale, the Company recorded a gain of (euro)1,489
thousand (Lira 2,883 million). The carrying value of the Bion shares of
(euro)841 thousand (Lira 1,628 million) were fully written down in 2002.
In July 2002, Bion effected a 10 for 1 reverse stock split that reduced the
number of shares of Bion held by the Company to 100,000 and the number of
warrants held by the Company to 100,000.
Bion has indicated in its public filings that it was under financial difficulty
and that in January 2004, it closed its New York office and all remaining
employees and consultants are working from their homes. Moreover, again as
disclosed in Bion's public filings, the registration of its shares of stock was
terminated in January 2004.
45
Centerpoint, in January 2004, distributed all Bion shares it owned pro-rata to
the holders of its common stock. The Company received 44,240 Bion shares which
are deemed to be of no value. The registration of Centerpoint shares was
terminated in February 2003.
Merger of OAM and Trident Rowan Servizi S.p.A.
OAM, on March 27, 2003, was merged into Trident Rowan Servizi S.p.A. ("Trident
Servizi"), its immediate parent company, effective January 1, 2003. The terms of
the merger provide for: (a) cancellation of the entire share capital of OAM
owned by Trident Servizi ; (b) issuance of 73 new Trident Servizi shares for
every 1,000 OAM shares to the residual minority owner of OAM; (c) increase in
the share capital of Trident Servizi from 664,000 to 672,856 shares; and (d)
change in the name of Trident Servizi to OAM S.p.A.
Stock Option and Warrant Repricing
The following warrants and options were repriced and extended in July 2003 as
follows:
Previous New
Exercise Exercise
Name Warrants/Options Price* Price*
--------------------- ----------------- -------- --------
Azzurra (affiliate of 250,000 (Warrants) $3.50 $1.25
Mark Hauser) 250,000 (Warrants) $5.50 $1.50
Simtov, LTD (affiliate 99,212 (Warrants) $3.50 $1.25
of Emanuel Arbib) 165,351 (Warrants) $5.50 $1.50
Mark S. Hauser 50,000 (Options) $3.50 $1.25
87,917 (Options) $5.50 $1.50
152,185 (Warrants) $3.50 $1.25
152,185 (Warrants) $5.50 $1.50
Gianni Bulgari 30,000 (Options) $5.00 $1.50
190,534 (Warrants) $3.50 $1.25
190,533 (Warrants) $5.50 $1.50
Emanuel Arbib 65,000 (Options) $5.00 $1.50
7,917 (Options) $5.00 $1.50
Mark B. Segall 30,000 (Options) $5.00 $1.50
Howard Chase 140,000 (Options) $5.00 $1.50
30,000 (Options) $5.00 $1.50
Nick Speyer 40,000 (Options) $5.00 $1.50
* the actual transaction currency is US Dollars
The expiration dates of all of the above warrants and options were extended to
July 1, 2009 in order to motivate the holders to continue to assist the Company
in maximizing shareholder value. In determining the repricing, the board
considered, among other issues, the following:
i) the requirement to expense all such options in the future;
ii) the history related to the options and the warrants;
iii) the complications and challenges the Company faced following the sale of
the operating subsidiaries of Centerpoint to Aprilia;
iv) the complications and challenges associated with completing an appropriate
transaction for the Company with the cash remaining from the sale of the
operating subsidiaries of Centerpoint to Aprilia;
v) the current net asset and potential liquidation value of the Company;
vi) other relevant factors.
46
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 (Lira 58 million) in 2004 and
will record a gain of (euro)486 thousand (Lira 941 million) in 2004, primarily
for face value of the investment of the Company used to secure the guarantee
that it has written-off in prior years.
Comtech Deal
Following the non-binding term sheet dated December 30, 2003, between the
Company and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the
Company and Comtech reached 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.
47
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
In October 2002, Arthur Andersen S.p.A. (Deloitte & Touche Italia S.p.A.
until July 31, 2003) entered into an agreement with the national Italian
practice of Deloitte Touche Tohmatsu ("DTT") that provides for the
association of the former Arthur Andersen S.p.A. with DTT. On August 1, 2003,
the audit operations of Deloitte & Touche S.p.A. and Deloitte & Touche Italia
S.p.A. were combined and the resulting company took the name of Deloitte &
Touche S.p.A.
There are no disagreements with accountants on accounting and financial
disclosures.
ITEM 9A. CONTROLS AND PROCEDURES
We maintain a system of internal controls and procedures designed to provide
reasonable assurance as to the reliability of our published financial statements
and other disclosures included in this report. Based on their evaluation, as of
the end of the period covered by this Annual Report on Form 10-K, our Co-Chief
Executive Officers have concluded that our 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 III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information concerns the directors and executive officers of the
Company.
Directors
As of December 31, 2001 and as of the date of the report, except as noted, the
directors of the Company were as follows:
Name Age Position
- ---- --- --------
Mark S. Hauser ............... 46 President and Joint Chief Executive
Officer, Director
Emanuel Arbib ................ 35 Joint Chief Executive Officer, Director
Howard E. Chase .............. 67 Director
Gianni Bulgari ............... 66 Director
Duncan Chapman(1) ........... 50 Director
Andrea Della Valle(2) ........ 44 Director
Mark B. Segall(2) ............ 41 Director and Secretary
- -----------------------------
(1) Independent director nominated by Mark Hauser in accordance with the
provisions of the Settlement Agreement amongst shareholders. Resigned as a
director of the Company on April 19, 2002.
(2) Independent director nominated by Gianni Bulgari in accordance with the
provisions of the Settlement Agreement amongst shareholders. Resigned as a
director of the Company on May 15, 2002.
Mark S. Hauser, President and Chief Executive Officer of the Company from March
1998 through December 1999, and President and Joint Chief Executive Officer of
the Company since December 1999, became a Director of the Company on May 2, 1997
upon consummation of the Tamarix/Finprogetti
48
Acquisition Agreement. Mr. Hauser is a Managing Director of FdG Associates, a
private equity fund. He is an attorney and a founder and Managing Director of
Tamarix Capital Corporation, a New York-based merchant and investment-banking
firm. In 1991, Mr. Hauser founded Hauser, Richards & Company, also an
international investment banking firm.
Emanuel Arbib, was the Company's Chief Financial Officer from March 1998 through
1999, and has been the Joint Chief Executive Officer since December 1999. He
became a Director of the Company on May 2, 1997 upon consummation of the
Tamarix/Finprogetti Acquisition Agreement. He is the co-founder and Managing
Director of GAIM Advisors Ltd., a London-based investment company. Since June
1998, he has served as a director of and chief executive officer of Integrated
Asset Management plc; an U.K. publicly traded company. In 1996, he served as
Managing Director of BioSafe Europe, an affiliate of BioSafe International Inc.,
a publicly traded company engaged in waste management and landfill reclamation.
From September 1996 to November 1997, he served as a director of International
Capital Growth Ltd., and its European subsidiary, Capital Growth (Europe) Ltd.,
investment-banking firms. From 1990 until 1991, Mr. Arbib headed the Italian
desk for Eurobond sales at Prudential Bache Securities (UK) Ltd.
Howard E. Chase has served as a director of the Company since 1971, as Chairman
of the Board of Directors and Secretary of the Company until September 1999, as
Company counsel from 1971 until September 1995 and as President and Chief
Executive Officer of the Company from October 1995 to March 1998. He is also
President of Carret Holdings, Inc., an asset management company. He has also
served as Vice-President of the Company from 1986 to October 1995; a partner of
Morrison Cohen Singer & Weinstein, LLP from April 1984 until September 1995; and
a director of Thoratec Corporation, a NASDAQ-traded company, since 1987 and
International Diamalt Co., Ltd., a U.K. based company. Mr. Chase became a
director of Bion Environmental Services, Inc. in January 2002. Bion, a Colorado
corporation, was publicly-held until January 2004.
Gianni Bulgari has served as a director of the Company since 1997, was Chairman
of the Board of Directors of FILA Holdings, S.p.A., a sportswear maker, from
1989 until 1998. From 1966 until 1987 he served as a Chairman of the Board of
Directors and Chief Executive Officer of "BULGARI," a family-owned jewelry
business. Mr. Bulgari was also a director of Centerpoint.
Duncan Chapman was a director of the Company from December 1999 to April 2002
and has been a principal at Butler, Chapman & Co., a private New York-based
investment-banking firm for more than the past five years.
Andrea Della Valle was a director of the Company from December 1999 to May 2002
and has served as Executive Director for Lehman Brothers (Milan) since 1988.
From 1986 until 1988 he served as director for Lehman Brothers (Switzerland).
Mark B. Segall has been a director of the Company since December 1999 and the
Company's Secretary since December 1999. Mr. Segall was a partner at Kramer
Levin Naftalis & Frankel LLP ("Kramer Levin"), a New York law firm, until
October 1999. In October 1999, he became a Senior Vice President and the General
Counsel at Investec Ernst & Company, and in October 2001 President and CEO of
Investec Inc. The US investment banking operations of Investec were terminated
in June 2003 at which time Mr. Segall left Investec and became Chairman and CEO
of Kidron Corporate Advisors LLC, an M & A advisory boutique.
All of the current members of the Board of Directors attended at least 75% of
the meetings held in each of 2000 and 2001.
49
The Board of Directors established an Audit Committee in 1995, which operated
until December 6, 1999. The members of the Committee were Howard E. Chase and
Deborah S. Novick. The audit and compensation oversight responsibility now sits
with Howard E. Chase, Mark Segall and Gianni Bulgari. The Board of Directors has
determined that neither of Messrs. Chase, Segall or Mr. Bulgari is an "audit
committee financial expert," within the meaning of the rules promulgated under
the Securities Exchange Act of 1934, as amended. The Board of Directors believes
that the background and financial sophistication of each of Messrs. Chase,
Segall and Bulgari are sufficient to fulfill the duties of such a financial
expert. Currently, issuers with securities quoted on the Over-The-Counter Market
known as the "pink sheets," such as the Company, are not required to have an
audit committee or an audit committee financial expert.
The Company does not currently have a code of ethics because the Company does
not now, nor did it in 2001, 2002 and 2003, have any operations; however the
Company intends to evaluate provisions for a code of ethics in the future.
Each of Messrs. Chase and Hauser were directors of Centerpoint an affiliate of
the Company and a company with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), during the years ended December 31, 2000 and December 31, 2001. Each of
Messrs. Chase and Hauser resigned from Centerpoint in January 2002. None of the
other above-described persons is a director of such a company or of any company
registered as an Investment Company under the Investment Company Act of 1940. 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.
Executive Officers
Position with Company and Business
Name Age Experience During Past Five Years
- ---- --- ---------------------------------
Mark S. Hauser ..... 46 President and Joint Chief Executive Officer
from December 1999
President and Chief Executive Officer from
March 1998
Director of the Company from May 1997
Emanuel Arbib ..... 35 Joint Chief Officer from December 1999
Chief Financial Officer from March 1998
Director of the Company from May 1997
Information relating to the past business experience of Messrs. Hauser and
Arbib, is set forth above under "Directors." All executive officers will serve
in their respective capacities in accordance with the forms of their employment
agreements and arrangements, until their successors shall have been elected and
qualified.
ITEM 11. EXECUTIVE COMPENSATION (all amounts stated in US$, the actual reporting
currency)
Summary of Cash and Certain Other Compensation
The following table shows, for the three fiscal years ended December 31, 2001,
2000 and 1999 the cash and certain other compensation paid or accrued for those
years to the President of the Company and Joint Chief Executive Officers of the
Company (collectively, "Named Executive Officers"). Other than as indicated in
the table below, no executive officer of the Company received salary plus bonus
in excess of US$100,000 during the fiscal year ended December 31, 2001.
50
SUMMARY COMPENSATION TABLE
Long -Term Compensation Awards
------------------------------
Annual
Compensation Other
Salary (Lira/$) Annual Restricted Options/
Name and Principal Position Year (1) Compensation (2) Stock SARs (#)
- --------------------------- ---- --------------- ---------------- ---------- --------
Mark S. Hauser(3) (4) 2001 $160,000 -0- -0- -0-
President and Joint Chief Executive
Officer since December 1999 2000 $235,000 $ 90,000 -0- -0-
President and Chief Executive
Officer since March 1998 1999 $235,000 $ 90,000 $552,000 $132,000 (6)
Emanuel Arbib(5)(6) 2001 $100,000 -0- -0- -0-
Joint Chief Executive Officer since
December 1999 2000 $100,000 -0- -0- -0-
Chief Financial Officer since March
1998 1999 $125,000 $250,000 $301,172 -0-
(1) Lira amounts have been converted to dollars at the rate of 2,1653 Lira per
U.S.dollar, the approximate rate in effect on December 31, 2001
(2) The aggregate amount of all perquisites and other personal benefits paid
to each of the Named Executive Officers did not exceed the greater of US$
50,000 or 10% of such Named Executive Officer's salary.
(3) 2000 and 1999 compensation includes cash compensation received from
Centerpoint (formerly Moto Guzzi), and the value of office space provided
to Mr. Hauser in 1999 and 2000. Includes warrant and option repricing in
2000 described below.
(4) Other Annual Compensation for Mr. Hauser in 2000 and 1999 includes fees
received as chairman of Moto Guzzi Corporation, then an affiliate of the
Company
(5) Other Annual Compensation for Mr. Arbib in 1999 includes the US$ 250,000
5% Convertible Debenture issued to Simtov LTD an affiliate company of
Mr.Arbib in connection with Mr. Arbib's efforts in placing US$ 6,000,000
of such Debentures in 1999. In July 2002, Mr. Arbib accepted US$ 218,750
as payment in full on the Debentures. See "Ten-Year Stock Option and
Warrant Repricings" below
(6) Consists of options to purchase 132,000 shares of the Company's common
stock repriced from US$5.50 to US$1.50. See "Ten-Year Stock Option and
Warrant Repricings" below
Employment Contracts
On March 18, 1998, the Board of Directors approved a three year employment
contract commencing May 1, 1998 with Mark S. Hauser as President and Chief
Executive Officer, a three year consulting contract commencing May 1, 1998 with
Emanuel M. Arbib as Chief Financial Officer and a one year, renewable agreement
commencing May 1, 1998 with Tamarix Capital Corporation, a company controlled by
Mr. Hauser for provision of merchant banking services to the Company. Upon
expiration of the above three year contracts with Mr. Hauser and Mr. Arbib, a
one year renewable contract was granted. Mr. Hauser has agreed that his
compensation will terminate upon, and as of, any liquidation of the Company.
The terms of Mr. Hauser's employment contract with the Company provide for
compensation of US$ 160,000 per year and provided for the issuance of 130,000
shares of the Company's Common Stock with contractual transfer restrictions
lapsing as to one-third thereof on each of December 31, 1998, 1999 and 2000 and
130,000 options exercisable at US$ 5.00 per share. Pursuant to the Settlement
Agreement,
51
Mr. Hauser has agreed that his compensation will terminate upon, and as of, any
liquidation of the Company.
From March 1999 through April 2000 Mr. Hauser was engaged as Executive Chairman
of Moto Guzzi, the Company's subsidiary, at a salary of US$ 90,000 per year plus
reimbursement of expenses and the grant of stock options.
In February 2000, in connection with the Company's proposed upcoming auction of
the Moto Guzzi operations, the Company and Mr. Hauser renegotiated Mr. Hauser's
employment agreement and compensation arrangements and agreed that (i) Mr.
Hauser's employment agreement with Moto Guzzi would terminate effective
immediately and that Mr. Hauser would be paid not more than US$ 250,000 in
severance in connection with such termination out of the proceeds of the Moto
Guzzi closing (US$ 169,500 was eventually received by Mr. Hauser), (ii) Mr.
Hauser would continue as Executive Chairman of Moto Guzzi without compensation,
(iii) all compensation under his employment agreement with the Company would be
deferred until such time as the Company has adequate resources to pay such
compensation, (iv) the executive office space of the Company in New Jersey would
be combined with that of Moto Guzzi in New York, and that the Company and Moto
Guzzi would pay Mr. Hauser only for his actual out of pocket expenses in
connection with maintaining such offices, (v) Mr. Hauser would continue to serve
as the Company's Co-CEO, (vi) the exercise price of 402,185 of the 804,370
warrants issued to Mr. Hauser and his affiliates would be reduced to US$ 3.50
per share and the expiration date of such warrants would be extended to June
2007, the balance only extended to June 2007 and an additional 200,000 warrants
issued and (vii) the exercise price of 50,000 of the 137,917 options issued to
Mr. Hauser would be reduced to US$ 3.50 per share. All deferred amounts under
Mr. Hauser's employment agreement were paid in 2001 and amounts are no longer
deferred.
Mr. Hauser continued to serve as Executive Chairman of Centerpoint without
compensation until his resignation in January 2002 in connection with Bion's
acquisition of a controlling interest in Centerpoint.
Under the terms of the employment agreement entered into with Mr. Arbib in 1998,
Mr. Arbib is entitled to compensation of US$ 100,000 per year and the issuance
of 75,000 shares of the Company's Common Stock with contractual transfer
restrictions lapsing as to one-third thereof on each of December 31, 1998, 1999
and 2000 and 65,000 options exercisable at US$ 5.00 per share. Cash compensation
under the employment agreement was originally deferred and accrued, and no cash
compensation under the agreement was paid in 1998. Those restrictions were
satisfied in 1999 and the Company commenced payment of the accrued compensation
in 1999. Mr. Arbib has agreed that his compensation will terminate upon, and as
of, any liquidation of the Company.
From March 1999 through April 2000 Mr. Arbib was also engaged as a financial
consultant to Moto Guzzi at compensation of US$ 30,000 per year plus
reimbursement of expenses and the grant of stock options.
In February 2000, in connection with the Company's proposed upcoming auction of
the Moto Guzzi operations, the Company and Mr. Arbib renegotiated Mr. Arbib's
consulting agreement and compensation arrangements and agreed that (i) Mr.
Arbib's consulting agreement with Moto Guzzi would terminate effective
immediately and that Mr. Arbib would be paid US$ 37,900 in severance in
connection with such termination out of the proceeds of the closing, (ii) all
compensation under his employment agreement with the Company would be deferred
until such time as the Company has adequate resources to pay such compensation,
(iii) Mr. Arbib would continue to serve as the Company's Co-Ceo, and (iv) the
exercise price of 289,746 of the 645,630 warrants issued to Mr. Arbib and Gianni
Bulgari and their affiliates would be reduced to US$ 3.50 per share. All
deferred amounts under Mr. Arbib's employment agreement were paid in 2001 and
amounts are no longer deferred.
52
Report on Executive Compensation
The Company does not have a standing compensation committee. The compensation of
Mark Hauser, the President and Chief Executive Officer of the Company, and
Emanuel Arbib, the Joint Chief Executive Officer of the Company, during fiscal
year ended December 31, 2001, was the result of negotiated employment agreements
and arrangements approved by the outside directors with Messrs. Hauser and Arbib
and not the implementation of any compensation policy. The Company had no other
executive officers during fiscal year ended December 31, 2001.
Stock Option Plans
In order to attract and retain employees, the Board of Directors adopted, and
the shareholders approved, the 1995 Non-Qualified Stock Option Plan ("1995 NQ
Plan") and the 1995 Stock Option Plan for Outside Directors ("1995 Directors'
Plan"). The 1995 NQ Plan and the 1995 Directors' Plan are referred to
collectively as the "1995 Plans." Options to purchase an aggregate of 2,150,000
shares of Common Stock (subject to anti-dilution adjustments under certain
circumstances) may be awarded under the 1995 Plans.
1995 NQ Plan
The Compensation Committee administers the 1995 NQ Plan. Members of the
committee are not entitled to receive grants under the 1995 NQ Plan. The maximum
number of options that any optionee may receive is 350,000 per calendar year.
All officers and employees who, in the opinion of the committee have made or are
expected to make key contributions to the success of the Company are eligible to
receive options under the Plan. The committee may determine, subject to the
terms of the 1995 NQ Plan, the persons to whom options will be awarded, the
number of shares and the specific terms of each option granted. Officers and key
employees of companies acquired or operated by the Company or its subsidiaries
may also be option recipients. The committee has not yet established specific
performance or other criteria governing the granting of the remaining options.
Options may not be granted at an exercise price below the fair market value on
the date of grant.
If an option expires unexercised, is surrendered by the grantee for
cancellation, is canceled or otherwise becomes unexercisable, the shares
underlying the grant will again become available for the granting of new options
under the 1995 NQ Plan.
The plan is subject to amendment by a majority of those members of the Board of
Directors who are ineligible to receive options, but the Board of Directors may
not (i) change the total number of shares of stock available for options; (ii)
increase the maximum number of options; (iii) extend the duration of the plan;
(iv) decrease the minimum option price or otherwise materially increase the
benefits accruing to recipients; or (v) materially modify the eligibility
requirements.
1995 Directors' Plan
All non-employee directors, who were never previously employed by the Company or
eligible to receive options, annually receive, on each January 2, options to
purchase 5,000 shares under the 1995 Directors' Plan. Newly appointed or elected
non-employee directors receive a grant upon taking office.
53
Options relating to 15,000 shares were issued on January 2, 2001 at an exercise
price of US$ 0.75 per share. A total of 15,000 options were granted in 1999. All
of the 1999 options have been forfeited in connection with resignations of
directors. Options are not exercisable until the later of January 2 of the year
succeeding the date of grant or six months following the date of grant.
The authority to grant options under the 1995 Directors' Plan will terminate on
the earlier of December 1, 2005 or upon the issuance of the maximum number of
shares of stock reserved for issuance under the plan, which is 150,000, 74,166
of which remained available for issuance on December 31, 2001. As of March 31,
2004, the date of this report, 105,834 director options are issued and
outstanding and 44,166 are available for issuance
The 1995 Directors' Plan may be amended by the Board of Directors' except that
provisions thereof concerning granting of options may not be amended more than
once every six months unless necessary to comply with the Internal Revenue Code
or the Employee Retirement Income Security Act.
Board of Directors Report on Stock Option And Warrant Repricings in 2003
On June 20, 2003, the Company's Board of Directors reviewed the terms and
conditions of certain options and warrants previously granted to directors and
executive officers of the Company, including the Named Executive Officers and
their affiliates. The Board of Directors determined that the market price of the
Company's Common Stock had declined significantly since such options and
warrants were originally granted and, as a result, such options and warrants had
exercise prices significantly higher than the current market price of the
Company's Common Stock. The Board of Directors also considered other issues
related to such options and warrants, including: (i) the requirement to expense
all such options and warrants in the future; (ii) the history related to the
options and the warrants; (iii) the complications and challenges the Company
faced following the sale of its Moto Guzzi assets to Aprilia; (iv) the
complications and challenges associated with completing an appropriate
transaction for the Company with the cash remaining from the Aprilia sale; and
(v) the current net asset and potential liquidation value of the Company.
The Board of Directors determined it to be in the best interest of the Company
to extend the expiration date of such options and warrants and to reduce the
exercise price of such options and warrants to reflect the current market price
of the Company's Common Stock in order to incentive the directors and executive
officers of the Company, including the Named Executive Officers, to remain with
the Company and to continue to assist the Company in maximizing shareholder
value.
As a consequence, the Board of Directors extended the expiration date of all
such options and warrants to July 1, 2009. In addition, the Board of Directors
reduced the exercise price of those options and warrants with an original
exercise price of $3.50 to $1.25 and the exercise price of those options and
warrants with an original exercise price of $5.50 to $1.50.
Respectfully submitted by the Board of Directors
Mark S. Hauser
Emanuele Arbib
Howard E. Chase
Gianni Bulgari
Mark Segall
54
Ten-Year Stock Option And Warrant Repricings
The table below sets forth information concerning all repricings of options,
warrants and SARS held by any executive officer of the Company during the last
ten completed fiscal years (all amounts stated in US$, the actual transaction
currency).
- ---------------------------------------------------------------------------------------------------------------------------
Length of
Number of Original
Securities Option/Warrant
Underlying Market Price of Exercise Price Term Remaining
Options/Warrants/ Stock at Time of at Time of New at Date of
SARs Repriced or Repricing or Repricing Exercise Repricing or
Name Date Amended (#) Amendment ($) or Amendment ($) Price($) Amendment
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Howard E. Chase 3/18/98 140,000(1)(2) US$5.00 US$12.26 US$5.00 2 years
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Albino Collini 3/18/98 50,000(1)(3) US$5.00 US$12.26 US$5.00 2 years
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Mario 3/18/98 50,000(1)(4) US$5.00 US$12.26 US$5.00 2 years
Tozzi-Condivi
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Domenico Costa 3/18/98 40,000(1)(5) US$5.00 US$12.26 US$5.00 2 years
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Mark Hauser 2/00 50,000(1) US$3.50 US$5.00 US$3.50 3 years
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Mark Hauser 2/00 152,185 (6) US$3.50 US$5.50 US$3.50 2 years (7)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Azzura (8) 2/00 250,000 (6) US$3.50 US$5.50 US$3.50 2 years (7)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Simtov, LDC (9) 2/00 99,212 (6) US$3.50 US$5.50 US$3.50 2 years (7)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Gianni Bulgari 2/00 190,534 (6) US$3.50 US$5.50 US$3.50 2 years (7)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Mark Hauser 6/20/03 50,000 (1) US$0.29 US$3.50 US$1.25 4 years (10)
87,917 (1) US$0.29 US$5.50 US$1.50 4 years (10)
152,185 (6) US$0.29 US$3.50 US$1.25 4 years (10)
152,185 (6) US$0.29 US$5.50 US$1.50 4 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Emanuel Arbib 6/20/03 65,000 (1) US$0.29 US$5.00 US$1.50 4 years (10)
7,917 (1) US$0.29 US$5.00 US$1.50 4 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Gianni Bulgari 6/20/03 15,000 (1) US$0.29 US$5.50 US$1.50 4 years (10)
5,000 (1) US$0.29 US$0.75 US$1.50 3 years (10)
5,000 (1) US$0.29 US$1.31 US$1.50 4 years (10)
5,000 (1) US$0.29 US$0.25 US$1.50 5 years (10)
190,534 (6) US$0.29 US$3.50 US$1.25 4 years (10)
190,533 (6) US$0.29 US$5.50 US$1.50 4 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Howard Chase 6/20/03 140,000 (1)(11) US$0.29 US$5.00 US$1.50 4 years (10)
15,000 (1) US$0.29 US$5.50 US$1.50 4 years (10)
5,000 (1) US$0.29 US$0.75 US$1.50 3 years (10)
5,000 (1) US$0.29 US$1.31 US$1.50 4 years (10)
5,000 (1) US$0.29 US$0.25 US$1.50 5 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Nick Speyer 6/20/03 40,000 (1) US$0.29 US$5.00 US$1.50 4 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
55
- ---------------------------------------------------------------------------------------------------------------------------
Length of
Number of Original
Securities Option/Warrant
Underlying Market Price of Exercise Price Term Remaining
Options/Warrants/ Stock at Time of at Time of New at Date of
SARs Repriced or Repricing or Repricing Exercise Repricing or
Name Date Amended (#) Amendment ($) or Amendment ($) Price($) Amendment
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Azzura (8) 6/20/03 250,000 (6) US$0.29 US$3.50 US$1.25 4 years (10)
250,000 (6) US$0.29 US$5.50 US$1.50 4 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Simtov, LDC (9) 6/20/03 99,212 (6) US$0.29 US$3.50 US$1.25 4 years (10)
165,351 (6) US$0.29 US$5.50 US$1.50 4 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Mark Segall 6/20/03 15,000 (1) US$0.29 US$5.50 US$1.50 4 years (10)
5,000 (1) US$0.29 US$0.75 US$1.50 3 years (10)
5,000 (1) US$0.29 US$1.31 US$1.50 4 years (10)
5,000 (1) US$0.29 US$0.25 US$1.50 5 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
(1) Represents shares of Common Stock underlying options.
(2) Represents option to purchase 140,000 shares of TRG's common stock granted
on March 18, 1998 upon cancellation of option to purchase 300,000 shares
of TRG's common stock.
(3) Represents option to purchase 50,000 shares of TRG's common stock granted
on March 18, 1998 upon cancellation of option to purchase 150,000 shares
of TRG's common stock.
(4) Represents option to purchase 50,000 shares of TRG's common stock granted
on March 18, 1998 upon cancellation of option to purchase 200,000 shares
of TRG's common stock.
(5) Represents option to purchase 40,000 shares of TRG's common stock granted
on March 18, 1998 upon cancellation of option to purchase 60,000 shares of
TRG's common stock.
(6) Represents shares of Common Stock underlying warrants.
(7) The expiration date of the warrants repriced in February 2000 was extended
from June 2002 to June 2007.
(8) Affiliate of Mark Hauser.
(9) Affiliate of Emanuel Arbib.
(10) The expiration date of these options and warrants were extended to July 1,
2009.
(11) The expiration date of these options were extended in 2000 to 2007, but
were not repriced.
Options/Sar Grants in Last Fiscal Year
15,000 options were granted to non-employee directors during the fiscal year
ended December 31, 2001.
56
Aggregate Options/Sar Exercises In Last Fiscal Year And Fiscal Year-End
Option/Sar Values
The following table summarizes the number of exercisable and unexercisable
options held by the Named Executive Officers at the end of 2001.
- -------------------------------------------------------------------------------------------
Shares Number of Securities Value of Unexercised
Acquired Value Underlying In-the-Money
Name on Realized Unexercised Options/SARs at
Exercise ($) Option/SARs at Fiscal Fiscal Year-End ($)
(#) (1) Year-End (Exercisable/Unexercisable)(2)
(Exercisable/Unexercisable)
- -------------------------------------------------------------------------------------------
Mark Hauser - - 137,917 / 0 -
- -------------------------------------------------------------------------------------------
Emanuel Arbib - - 72,917 / 0 -
- -------------------------------------------------------------------------------------------
(1) None of the Named Executive Officers exercised any stock options in 2001.
(2) The fair market value of the securities underlying the options was less
than the exercises price of the options at December 31, 2001.
Compensation of Directors
Non-employee members of the Board of Directors of the Company receive automatic
annual grants of stock options for services rendered in their capacity as such,
at a rate of 5,000 per year. See "Stock Option Plans-1995 Directors' Plan."
Officers of the Company or its subsidiaries who are members of the Board of
Directors of the Company and employees receive compensation for services
rendered in their capacities as officers only, and may be entitled to
discretionary grants of stock options.
Compensation Committee Interlocks and Insider Participation
The Company does not currently have a standing compensation committee of the
Board of Directors. During the fiscal year ended December 31, 2001, no officer
or employee of TRG or any of its subsidiaries, nor any former officer of the
Company or any of its subsidiaries, participated in deliberations of the
Company's Board of Directors concerning executive officer compensation. Messrs.
Hauser and Arbib, who are both directors and executive officers of the Company,
have not participated in any deliberations of the Company's Board of Directors
concerning their employment agreements and arrangements with the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Security Holders
The following table sets forth certain information concerning the beneficial
ownership of Common Stock as of March 31, 2004, the date of this report, by (i)
each person who is known by the Company to own beneficially 5% or more of the
Company's common stock, (ii) each of the Company's directors and Named Executive
Officers, and (iii) all directors and executive officers as a group. Unless
otherwise indicated, each person in the table has sole voting and investment
power with respect to the shares shown. Unless otherwise indicated, address is
address of the Company.
Name and Address of Beneficial Number of Shares Percentage
Owner* Beneficially Owned Beneficially Owned
- ------------------------------ ------------------ ------------------
Mark S. Hauser ................... 1,754,866(1)(2) 27.1%
Gianni Bulgari ................... 1,498,827(2)(3) 23.2%
c/o Gruppo G.B. Bulgari
via M. Mercati, 17A
00187 Rome, Italy
Emanuel Arbib .................... 475,972(2)(4) 7.4%
Howard E. Chase .................. 180,000 (5) 2.8%
Nick Speyer ...................... 40,000 (6) **
Mark Segall....................... 30,000 (7) **
William Spier..................... 15,000 **
Finprogetti S.p.A................. 635,238 9.8%
Via Fieno, 8
20123 Milan, Italy
Jan H. Loeb....................... 311,700 4.8%
All directors and officers as
a group .......................... 3,939,665 60.9%
57
* Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock, which would be issued
upon the exercise of options or warrants that are currently exercisable, or
exercisable or convertible within 60 days, are deemed outstanding for computing
the percentage ownership of the person holding such options or warrants but are
not deemed outstanding for computing the percentage ownership of any other
person.
** Less than one percent.
(1) Includes warrants to purchase 500,000 shares owned of record by Azzurra,
Inc., a Delaware corporation controlled by Mr. Hauser, 682,579 shares owned of
record by Tamarix Investors LDC, a Cayman Islands Limited duration company
controlled by Mr. Hauser, and presently exercisable options to purchase 137,917
shares.
(2) As part of a reporting group, Mark Hauser, Tamarix Investors LDC, Azzurra,
Gianni Bulgari and Emanuel Arbib report beneficial ownership of 3,729,665
shares, consisting of 2,038,831 shares and warrants and options to purchase an
additional 1,690,834 shares. Such group constitutes beneficial ownership of
approximately 56.4% of all shares outstanding on a diluted basis pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended.
(3) Includes warrants to purchase 381,067 shares from the Company and options to
purchase 30,000 shares.
(4) Includes warrants to purchase 264,563 shares owned of record by entities
controlled by Mr. Arbib and options held by Mr. Arbib to purchase 72,917 shares.
(5) Includes presently exercisable options to purchase 170,000 shares.
(6) Includes presently exercisable options to purchase 40,000 shares.
(7) Includes presently exercisable options to purchase 30,000 shares.
58
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Bion Investment by Centerpoint; Sale of Centerpoint Shares by OAM to Bion
In June 2001, with the consent of the Company, Centerpoint, the Company's
principal subsidiary, engaged the investment-banking firm of Investec Ernst &
Co. to assist Centerpoint in its evaluation of strategic alternatives. From
September 2000 through December 2001, with the knowledge and consent of the
Company, Centerpoint, examined opportunities to acquire or merge with another
operating business or businesses, as an alternative to liquidation.
In December 2001, Centerpoint's Board of Directors met to evaluate the
alternative strategies and investments available to it. Investec Ernst & Co.,
presented to the Centerpoint Board of Directors their conclusions on a number of
potential investments. After review of the possible investments, the Centerpoint
Board of Directors resolved to approve the acquisition of 19,000,000 shares of
Bion, a publicly-held Colorado corporation, for an aggregate consideration of
US$ 14,250,000 (actual transaction currency) comprised of the following: (i)
approximately US$ 8,500,000 (actual transaction currency) in cash, (ii)
assignment of the Company's US$ 4.2 million (actual transaction currency)
promissory note, (iii) assignment of 65% of the Claims Against IMI, (iv)
assignment of 65% of the claims with respect to the escrow account, and (v)
assignment of all of Centerpoint's rights under the Loan Agreement dated June
13, 2001 between Centerpoint and the Company. The approval was subject to the
satisfaction of a number of conditions, including the Company's and OAM's
release of Centerpoint from its liquidation obligations under the April 14th
Letter.
In early January 2002, the Board of Directors of OAM, a subsidiary of the
Company and the majority stockholder of Centerpoint, met and approved the sale
of 3,459,997 shares of common stock of Centerpoint owned by OAM (representing
all of the shares of Centerpoint owned by OAM) to Bion pursuant to a Stock
Purchase Agreement dated as of January 15, 2002, for the following
consideration: (i) 1,000,000 restricted shares of Bion common stock, (ii) a
warrant to purchase 1,000,000 shares of Bion common stock for a purchase price
of US$ 0.90 (actual transaction currency) per share, (iii) US$ 3,700,000 (actual
transaction currency) in cash, (iv) the assignment to OAM of the Company's US$
4.2 million (actual transaction currency) promissory note, and the principal and
interest payable there under, (v) assignment of a 65% interest in the claims
against IMI, (vi) assignment of a 65% interest in the claims with respect to the
escrow account, and (vii) assignment of all of Centerpoint's rights under the
Loan Agreement dated June 13, 2001 between Centerpoint and the Company.
On January 15, 2002, Centerpoint closed on its purchase of the Bion shares, and
immediately upon the consummation of the purchase of the Bion Shares, OAM and
Bion closed on the sale of the Centerpoint shares.
In connection with the Bion investment, and the sale of the Centerpoint shares,
the Company and OAM waived their rights to cause Centerpoint to proceed with
liquidation and released Centerpoint from such obligations and Centerpoint
approved the sale of the Centerpoint shares by OAM.
In connection with the assignment of the claims against IMI and the claims with
respect to the escrow account, OAM agreed that it will continue to administer
any litigation related to, settlement of, or other resolution of such claims, to
the best of its ability, on behalf of both OAM and Centerpoint as Centerpoint's
duly authorized agent.
59
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, and (iii) the payment by Bion to OAM of $80,000 (actual
transaction currency) plus $10,000 (actual transaction currency) in legal
expenses.
For further details concerning the Bion investment and sale of the Centerpoint
shares, and various agreements among Bion, Centerpoint and the Company, please
see Note 18 to the Consolidated Financial Statements.
Warrant and Option Repricing
In February 2000 and in June 2003, the Company repriced and extended various
options and warrants owned by the directors, executive officers and affiliates
of the Company. Please see Item 12 "Stock Option and Warrant Repricing" above
for further details.
Centerpoint Loan and early payoff of Debentures
On June 13, 2001, Centerpoint loaned US$4,200,000 (actual transaction currency)
to the Company (Centerpoint Loan) which the Company used to retire the
Convertible Debentures. (See Note 8 to the Consolidated Financial Statements for
further information). The Centerpoint Loan Agreement and the related promissory
note were assigned to OAM, in January 2002, in connection with the Bion
transactions. (See Note 18 to the Consolidated Financial Statements for further
information).
Centerpoint Engagement of Investec Ernst to explore Strategic Alternatives
In June 2001, with the consent of the Company, Centerpoint engaged the
investment-banking firm of Investec Ernst & Company to assist Centerpoint in its
evaluation of strategic alternatives, including potential acquisitions and
investments. In connection with its review of investment alternatives the
Company paid Investec US$ 125,000 (actual transaction currency) in cash and
issued Investec a warrant to purchase 50,000 Centerpoint Common Stock at an
exercise price of US$ 3.00 (actual transaction currency) per share, in January
2002. The relationship of Investec Ernst & Company and Mr. Mark Segall is
disclosed in Item 10.
Company's Engagement of Investec Inc. to explore Strategic Alternatives;
Engagement of Kidron and Kramer Levin
Investec provided the Company with advisory services during 2001 and 2002, and
Kidron has provided the Company with advisory services since 2003. Kramer Levin
represented the Company in its December 1999 Convertible Debenture offering, and
since that time has rendered legal services to the Company on request. Until the
end of September 1999, Kramer Levin provided legal services to Gianni Bulgari in
connection with the Settlement Agreement by and among the Company, Mark Hauser,
Gianni Bulgari, Howard Chase, Emanuel Arbib and William Spier. Prior to that,
Kramer Levin provided advice to Ixion LTD (which was controlled by Gianni
Bulgari and Emanuel Arbib), an affiliate of Tamarix Investors LDC, an affiliate
of Mark Hauser, Gianni Bulgari, Emanuel Arbib and William Spier.
60
Section 16(a) Beneficial Ownership Reporting Compliance
Based on a review of the Forms 3, 4 and 5, which have been filed with the
Securities and Exchange Commission with respect to transactions that occurred in
2001, it appears that all officers and/or directors of the Company complied with
their Section 16 reporting requirements.
61
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
Deloitte & Touche S.p.A. billed the Company Lira 68 million and Lira 116
million, in the aggregate, for professional services rendered by it for each of
the fiscal years ended December 31, 2001 and December 31, 2000, respectively,
for the audit of the Company's annual financial statements for each of such
fiscal years and review of the interim financial statements included in the
Company's Form 10-QSB's for each of the quarters of such fiscal years.
Audit-Related Fees
Deloitte & Touche S.p.A. did not render professional services for assurance and
related services related to the performance of the audit or review of the
Company's financial statements for either of the fiscal years ended December 31,
2001 or December 31, 2000 (other than those covered above under "Audit Fees").
Tax Fees
Deloitte & Touche LLP (US) rendered professional services for tax compliance,
tax advice or tax planning during the fiscal years ended December 31, 2001 and
December 31, 2000 for fees of US$32,500 (actual transaction currency) (Lira 68
million) and US$32,000 (actual transaction currency) (Lire 69 million)
respectively, principally for tax compliance.
All Other Fees
Deloitte & Touche S.p.A. did not provide any products or render any professional
services (other than those covered above under "Audit Fees," and "Tax Fees")
during either of the fiscal years ended December 31, 2001 or December 31, 2000.
Audit of Financial Statements.
Deloitte and Touche S.p.A. were the principal auditors and no work was
performed by persons outside of the firm.
62
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Contained in Item 8 of this Report.
(2) Contained in Item 8 of this Report.
(3) Contained in paragraph (c) below.
The Company did not file any Current Reports on Form 8-K during the three-month
period ending December 31, 2001.
(c) Exhibits.
Exhibit No. Description Page
- ----------- ------------ ----
3.1 Amendment to Restated Articles of Incorporation of
the Company, as amended. Filed as Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31,
1998.
3.2 Amended and Restated Bylaws of the Company (filed as
Exhibit 3.3 to Registration Statement on Forms S-1,
Amendment No. 1, file No. 333-21595).
4.3 Warrant Agreement with Warrant Certificate, each
dated May 2, 1997, with respect to 1,250,000 shares
of Common Stock issued to Centaurus Management LTD
(Filed as Exhibits 4.1 and 4.2 to Current report on
Form 8-K for Event Dated May 2, 1997).
4.4 Loan Agreement between the Company and Tamarix
Investors LDC dated October 1, 1998 (filed as Exhibit
4.1 to November 17, 1998 Current Report on Form 8-K).
4.5 Warrant Agreement dated October 1, 1998 between the
Company and Centaurus Management LTD (filed as
Exhibit 4.2 to November 17, 1998 Current Report on
Form 8-K).
4.6 Warrant Agreement dated October 1, 1998 between the
Company and Azzurra, Inc. (filed as Exhibit 4.3 to
November 17, 1998 Current Report on Form 8-K).
4.7 Warrant Agreement dated October 1, 1998 between the
Company and Ixion, LTD (filed as Exhibit 4.4 to
November 17, 1998 Current Report on Form 8-K).
10.1 1995 Non-Qualified Stock Option Plan (filed as
Exhibit A to the Company's Preliminary Proxy
Statement filed May 24, 1996).
10.2 1995 Director's Plan (filed as Exhibit B to the
Company's Preliminary Proxy Statement filed May 24,
1996).
63
Exhibit No. Description Page
- ----------- ------------ ----
10.3 Description of 8% 2-year promissory notes issued in
connection with the Company's Stock Repurchase Plan
included in the Company's Schedule 13E-4 dated
September 20, 1996 (filed as Exhibit 10.23 to 1996
Annual Report on Form 10-K).
10.4 Retainer Agreement dated March 7, 1997 between the
Registrant and Tamarix Capital Corporation (filed as
Exhibit 10.24 to Registration Statement on Form S-1,
Amendment No. 1, file No. 333-21595).
10.5 Inducement Agreement dated April 8, 1997 between the
Registrant and Tamarix Investors LDC (filed as
Exhibit 10.25 to Registration Statement on Form S-1,
Amendment No. 1, File No. 333-21558).
10.6 Employment Agreement dated March 25, 1998 with Mark
S. Hauser (filed as Exhibit 10.1 to the March 31,
1998 Quarterly Report on Form 10-Q).
10.7 Novation of March 7, 1997 agreement with Tamarix
Capital Corp. (filed as Exhibit 10.2 to March 31,
1998 Quarterly Report on Form 10-Q).
10.8 Agreement and Plan of Merger dated August 18, 1998
between Moto Guzzi and North Atlantic Acquisition
Corp. and the Company (filed as Exhibit 10.1 to
December 11, 1998 Current Report on Form 8-K).
10.9 First Amendment dated December 3, 1998 to Agreement
and Plan of Merger dated August 18, 1998 (filed as
Exhibit 10.2 to December 11, 1998 Current Report on
Form 8-K).
10.10 Consulting Agreement dated March 25, 1998 with
Emanuel Arbib.
10.11 Stock Purchase Agreement by and between OAM and Bion
dated as of January 10, 2002 (incorporated by
reference to Exhibit 3 to Amendment No. 2 to the
Centerpoint Schedule 13D dated January 24, 2002).
21. Subsidiaries: The Company's significant subsidiaries,
the jurisdiction of their incorporation and nature of
their respective activities is contained in this
Report.
31.1 Certification of Mark S. Hauser, Co-CEO of the Company.
31.2 Certification of Emanuel Arbib, Co-CEO of the Company.
64
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
May 25, 2004 /s/ Mark S. Hauser
--------------------
Mark S. Hauser
President and Joint Chief
Executive Officer
May 25, 2004 /s/ Emanuel Arbib
-----------------------
Emanuel Arbib
Joint Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacity and on the dates indicated.
May 25, 2004 /s/ Emanuel Arbib
-----------------------
Emanuel Arbib, Director
May 25, 2004 /s/ Howard E. Chase
--------------------------
Howard E. Chase, Director
May 25, 2004 /s/ Mark S. Hauser
-------------------------
Mark S. Hauser, Director
May 25, 2004 /s/ Gianni Bulgari
------------------------
Gianni Bulgari, Director
May 25, 2004 /s/ Mark B. Segall
-------------------------
Mark B. Segall, Director
65
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 December 31, 2001 and is qualified in its
entirety by reference to such financial statements.
Period 12 months
Fiscal Year Ended December 31, 2001
Period Ended December 31, 2001
Item No. Item Description Amount*
- -------- ---------------- ------
5-01(1) Cash and cash items 9,543,000
5-02(2) Marketable securities 0
5-02(3)(a)(1) Notes and accounts receivable - trade 12,000
5-02(3)(a)(4) Notes and accounts receivable - other 12,000
5-02(4) Allowances for doubtful accounts 0
5-02(6) Inventory 0
5-02(9) Total current assets 9,622,000
5-02(13) Property, plant and equipment 79,000
5-02(14) Accumulated depreciation 62,000
5-02(18) Total assets 9,792,000
5-02(21) Total current liabilities 1,572,000
5-02(22) Bonds, mortgages and similar debt 0
5-02(28) Preferred stock - mandatory redemption 0
5-02(30) Preferred stock - non-mandatory redemption 0
5-02(31) Common stock 49,000
5-02(32) Other stockholders' equity 2,858,000
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 0
5-03(b)(3) Other costs and expenses 1,935,000
5-03(b)(5) Provision for doubtful accounts and notes 0
5-03(b)(8) Interest income/(expense)and amortization
of debt discount (29,000)
5-03(b)(10) Income/(loss)before taxes and other items (118,000)
5-03(b)(11) Income tax expense (104,000)
5-03(b)(14) Income/(loss) continuing operations (170,000)
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 (170,000)
5-03(b)(20) Earnings per share - primary (0.04)
5-03(b)(20) Earnings per share - fully diluted (0.04)
o U.S. dollar amounts are based on conversion rate of 2,173.9 Italian Lira to
the U.S. dollar, which prevailed on December 31, 2001.
66
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
1. FINANCIAL STATEMENTS - The financial statements listed in the accompanying
Index to Consolidated Financial Statements and Financial Statement
Schedules are filed as part of this annual report and such Index to
Consolidated Financial Statements and Financial Statement Schedules is
incorporated herein by reference.
2. FINANCIAL STATEMENT SCHEDULES - The financial statement schedule listed in
the accompanying Index to Consolidated Financial Statements and Financial
Statement Schedules is filed as part of this annual report and such Index
to Consolidated Financial Statements and Financial Statement Schedules is
incorporated herein by reference.
3. EXHIBITS - The exhibits listed on the accompanying List of Exhibits are
filed as part of this annual report and such List of Exhibits is
incorporated herein by reference.
67
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a) 1 and 2)
Page
----
Report of Independent Public Accountants 20
Consolidated Balance Sheets - Assets 21
Consolidated Balance Sheets -
Liabilities and Shareholders' Equity
(Deficit) 22
Consolidated Statements of Operation 23
Consolidated Statements of Changes in
the Shareholders' Equity (Deficit) 25
Consolidated Statements of Cash Flows 27
Notes to Consolidated Financial
Statements 29
All other schedules are omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedules.
68