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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission file number - 0-2642
TRIDENT ROWAN GROUP, INC
----------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
- -------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
299 Park Avenue, 16th Floor, New York, New York 10171
-----------------------------------------------------
(Address of principal executive offices - Zip code)
Registrant's telephone number, including area code: (212) 644-4441
Former name, former address and former fiscal year, if changed since last
report.
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by checkmark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes No X
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date.
Common stock, par value $.01 per share, 4,064,900 shares outstanding as of March
31, 2004.
TRIDENT ROWAN GROUP, INC.
INDEX
Page
Part I Financial Information..............................................3
Item 1 Financial Statements...............................................3
Consolidated Balance Sheets at June 30,2002 - Assets...............3
Consolidated Balance Sheets at June 30,2002 - Liabilities and
Shareholders' Equity...............................................4
Consolidated Statements of Operations for the three months to June
30, 2002...........................................................5
Consolidated Statements of Operations for the six months to June
30, 2002...........................................................6
Consolidated Statements of Changes in Shareholders' Equity.........7
Consolidated Statements of Cash Flows..............................8
Notes to Consolidated Financial Statements.........................9
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................16
Item 3 Quantitative and Qualitative Disclosures About Market Risk........18
Item 4 Controls and Procedures...........................................18
PART II-- OTHER INFORMATION..................................................18
Item 1 Legal Proceedings.................................................18
Item 2 Changes in Securities, Use Of Proceeds and Issuer
Purchases of Equity Securities....................................20
Item 3 Defaults Upon Senior Securities...................................20
..
Item 4 Submission of Matters to a Vote of Securities Holders.............20
Item 5 Other Information.................................................20
Item 6 Exhibits and Reports On Form 8-K..................................20
Signatures ..................................................................21
2
Part I Financial Information
Item 1 Financial Statements
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
June 30, 2002 and December 31, 2001
June 30 June 30 Dec. 31
2002 2002 2001
US$'000 (euro)'000 (euro)'000
ASSETS
Cash.................................... $ 4,084 (euro) 4,138 (euro)10,714
Receivables............................. 37 38 27
Trade ................................ 28 29 13
Other receivables .................... 9 9 14
Prepaid Expenses ....................... 6 6 62
----------- ----------- ----------
TOTAL CURRENT ASSETS 4,127 4,182 10,803
----------- ----------- ----------
Property, plant and equipment........... 18 18 19
At cost 30 29 88
Less allowances for depreciation (12) (11) (69)
Other receivables ...................... 175 177 172
----------- ----------- ----------
TOTAL ASSETS $ 4,320 (euro)4,377 (euro)10,994
=========== =========== ============
Note: The balance sheet as at December 31, 2001 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles.
See Notes to Consolidated Financial Statements
3
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
June 30, 2002 and December 31, 2001
June 30 June 30 Dec. 31
2002 2002 2001
US$'000 (euro)'000 (euro)'000
LIABILITIES
Accounts payable ......................... 263 266 235
Accrued expenses and other payables ...... 717 726 1,530
------------ --------- --------
TOTAL CURRENT LIABILITIES 979 992 1,765
------------ --------- --------
Provision for claims ..................... 434 440 440
Minority interests ....................... 75 76 5,525
SHAREHOLDERS' EQUITY...................... 2,832 2,869 3,264
Common stock, par value $0.01 per share:
Authorized 50,000,000 shares,
4,064,900 shares outstanding, .......... 54 55 55
Additional paid-in capital ............... 54,402 55,114 55,114
Treasury stock, at cost .................. (24,426) (24,746) (24,746)
Cumulative translation adjustment ........ (2,237) (2,266) (1,550)
Accumulated deficit ...................... (24,961) (25,288) (25,609)
------------ --------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,320 (euro)4,377 (euro)10,994
============ ========== ========
Note: The balance sheet as at December 31, 2001 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles.
See Notes to Consolidated Financial Statements
4
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
3 Months ended June 30, 2002 and 2001
June 30 June 30 June 30
2002 2002 2001
US$'000 (euro)'000 (euro)'000
Selling, general and administrative
expenses .............................. $ (306) (euro) (311) (euro) (578)
------------ -------------- -------------
Operating loss ........................ (306) (311) (578)
Interest expense ...................... (10) (10) (105)
Interest income ....................... - - 132
Other (expense)/income, net ........... 83 84 2,258
------------ -------------- -------------
Gain/(Loss) before income taxes and
minority interests..................... (233) (237) 1,707
Income taxes ......................... - 100
Minority interests ................... - - (7)
------------ -------------- -------------
Net profit/(loss)...................... $ (233) (euro) (237) (euro) 1,600
============ ============== =============
PROFIT/(LOSS) PER SHARE US$ (euro) (euro)
BASIC
(0.06) (0.06) 0.39
------------ -------------- -------------
$ (0.06) (euro) (0.06) (euro) 0.39
============ ============== =============
Weighted average number of shares
Outstanding during the period:
Basic ................................. 4,064,900 4,064,900 4,064,900
============ ============== =============
Fully diluted ......................... 4,064,900 4,064,900 4,064,900
============ ============== =============
See Notes to Consolidated Financial Statements
5
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
6 Months ended June 30, 2002 and 2001
June 30 June 30 June 30
2002 2002 2001
US$'000 (euro)'000 (euro)'000
Selling, general and administrative
expenses ..............................$ (674) (euro) (683) (euro)(1,045)
---------- ---------- -----------
Operating loss ........................ (674) (683) (1,045)
Interest expense ...................... (20) (20) (326)
Interest income ....................... 1 2 341
Other income/(expense), net ........... 1,114 1,128 2,346
---------- ---------- -----------
Gain/(Loss) from before income taxes and
minority interests.................... 421 427 1,316
Income taxes ......................... (98) (100) (100)
Minority interests ................... (6) (6) (58)
---------- ---------- -----------
Net profit ............................$ 317 (euro) 321 (euro) 1,158
========== ========== ===========
PROFIT/(LOSS) PER SHARE US$ (euro) (euro)
BASIC
0.08 0.08 0.28
---------- ---------- -----------
$ 0.08 (euro) 0.08 (euro) 0.28
========== ========== ===========
Weighted average number of shares
outstanding during the period:
Basic ................................. 4,064,900 4,064,900 4,064,900
========== ========== ===========
Fully diluted ......................... 4,064,900 4,064,900 4,064,900
========== ========== ===========
See Notes to Consolidated Financial Statements
6
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Shareholders' Equity
June 30, 2002
Additional Accumulated other TOTAL Comprehensive
Common paid-in Treasury Other Accumulate SHAREHOLDERS' income/
Comprehensive
Lire million stock capital stock Income deficit EQUITY (loss)
-------- --------- --------- --------------- ------------ ------------- -------------
At January 1, 2002 (euro)'000 55 55,114 (24,746) (1,550) (25,609) 3,264
Net profit/(loss) - - - - 558 558 558
Translation adjustment - - - (700) - (700) (700
Vesting of shares subject to - - - - - - -
forfeit ------- -------- ------- -------- --------- ---------- ---------
At March 31, 2002 (euro)'000 55 55,114 (24,746) (2,250) (25,051) 3,122 (142)
Net profit/(loss) - - - - (237) (237) (237)
Translation adjustment - - - (16) - (16) (16)
Vesting of shares subject to - - - - - - -
forfeit ------- -------- ------- -------- --------- ---------- ---------
At June 30, 2002 (euro)'000 55 55,114 (24,746) (2,266) (25,288) 2,869 (253)
At June 30, 2002 $'000 54 54,402 (24,426) (2,237) (24,961) 2,832 (250)
======= ======== ======= ======== ========= ========== =========
Accumulated other comprehensive income is represented by differences from the
change in exchange rates from period to period on translation of the financial
statements of non Italian subsidiaries.
See Notes to Consolidated Financial Statements
7
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
June 30, 2002 and 2001
June 30 June 30 June 30
2002 2002 2001
US$'000 (euro)'000 (euro)'000
Net loss 317 321 1,158
Adjustments to reconcile net loss to net cash:
Depreciation and amortization 4 4 16
Amortization of debt charges -- -- 104
Minority interests 6 6 58
(Gain)/Loss on disposals of subsidiaries (1,470) (1,489)
Write off of investments 1,172 1,188
Other operating activities 5 5 (42)
Changes in operating assets and liabilities:
Trade and other receivables 83 84 (112)
Prepaid expenses 55 56 36
Payment of settlement (1,145)
Decrease in provisions (1,274)
Accounts payable and accrued expenses 137 139 (1,811)
--------- -------- --------
Net cash 310 314 (3,012)
--------- -------- --------
Investing activities:
Net (increase)/decrease in investments 16,622
Purchase of minorities in OAM -- -- (2,661)
Purchase of minority interest in Bion, net (9,418) (9,543) --
of cash
Proceeds from disposal of subsidiaries, net 6,399 6,484 --
of cash
Proceeds from disposal of other assets,net (4) (4) --
--------- -------- --------
Net cash (used)/provided by investing
activities (3,023) (3,063) 13,961
--------- -------- --------
Financing activities
Principal payments of long-term debt -- -- (5,006)
--------- -------- --------
Net cash provided/(used) by financing
activities 0 0 (5,006)
--------- -------- --------
(Decrease)/increase in cash from continuing
operations (2,713) (2,749) 5,943
Exchange movement on opening cash (3,779) (3,827) 413
Cash, beginning of period 10,576 10,714 6,578
--------- -------- --------
Cash, end of period $ 4,084 (euro) 4,138 (euro) 12,934
========= ======== ========
See Notes to Consolidated Financial Statements
8
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2002
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the instructions to Form 10-Q.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. For a summary of the Registrant's accounting
principles, and other footnote information, reference is made to the
Registrant's 2001 Annual Report on Form 10-K. All adjustments necessary for the
fair presentation of the results of operations for the interim periods covered
by this report have been included. All of such adjustments are of a normal and
recurring nature. The results of operations for the three and six months ended
June 30, 2002 are not necessarily indicative of the operating results for the
full year.
The consolidated financial statements through the date of the
disposal of the Company's operations were shown in Euro ("(euro)") because all
of the Company's material operating subsidiaries were based in and operated
entirely in Italy. Thereafter, from January 1, 2002 the reporting currency of
the Company was changed to Euro. Pending evaluation of its alternatives,
following the disposal of its operations, the Company invested the major part of
its assets to Euro-denominated cash, and then moved these amounts to
US$-denominated bank accounts. The translation of Euro amounts into U.S. dollar
amounts in the financial statements is included solely for the convenience of
the readers of the financial statements and has been calculated at the rate of
US$ 0.98 to (euro)1, the approximate exchange rate at June 30, 2002. 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
Euro unless specifically designated in other currencies.
When the actual currency of the transaction is denominated in US
Dollars, then the US Dollar amount has been shown in the relevant note and/or
table and indicated as "US Dollar, actual transaction currency".
NOTE 2 - DISCONTINUED OPERATIONS
Discontinued motorcycle operations
Sale of motorcycle operations
On September 7, 2000, Moto Guzzi Corporation ("Moto Guzzi"), a 62.7%
owned subsidiary, closed the sale of all its operating subsidiaries to Aprilia
S.p.A. ("Aprilia"). On August 11, 2000, at a special meeting of stockholders,
Moto Guzzi's stockholders approved the sale of the operating subsidiaries and
changed the corporate name from Moto Guzzi to Centerpoint Corporation
("Centerpoint"). This was approved by over two-thirds of the Company's Class A
Common Stock Stockholders.
Proceeds from the sale were (euro) 42,129,000. The Share
Purchase Agreement required the Company to place (euro) 4,841,000 of the
total proceeds into escrow in case of any breach of representations and
warranties claims by Aprilia. Funds from the escrow account were to be released
to Centerpoint in two payments, (euro) 3,615,000 was to be released on
September 8, 2001 and up to (euro) 1,226,000 to be released on September 8,
2007. Aprilia undertook to evaluate, on a best efforts basis, an earlier
resolution of the escrow accounts. See Note 6, "Subsequent Events" for a
discussion of subsequent claims made by Aprilia against the escrow accounts,
release of escrow funds to Aprilia and settlement of such matters in 2003.
9
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2002
NOTE 2 - DISCONTINUED OPERATIONS - continued
SIREF S.p.A. and San Paolo Finanziaria S.p.A. (both affiliates of
Intermediazione Mobiliare IMI S.p.A. ("IMI")) acted as fiduciary agents for
the closing. In accordance with invoices submitted to them, they paid
IMI (euro) 5,888,000, in respect of fees and expenses claimed to be
due to IMI, paid (euro) 261,000 to Studio Carnelutti, the Company's Italian
counsel, and then paid the remaining proceeds of (euro) 31,139,000 to
Centerpoint. Since early July 2000, the Company has disputed IMI's
interpretation of the calculation of the fee due to them based on their
engagement letter. See Note 6, "Subsequent Events" for further discussion
regarding disputed fees.
Discontinued steel tube operations
The Company disposed of L.I.T.A. S.p.A. ("LITA") for (euro)
1,275,000 in July 2000 for a consideration of (euro)759,000. The Company also
provided a bank guarantee for (euro) 516,000 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 (euro)
85,000 of claims by the purchaser in 2001 and recognized this expense in the
consolidated statements of operations.
NOTE 3- PURCHASE OF MINORITY INTERESTS IN OAM SUBSIDIARY
On 1 March 2001, the Company purchased minority interests of 15.65%
in its OAM subsidiary from DaimlerChrysler for US$2.5 million (actual
transaction currency), equivalent to (euro) 2,661,000 at the effective
accounting date for this transaction of 1 January 2001. The fair value of the
assets acquired was (euro) 4,173,000. The resulting negative goodwill of
(euro) 1,512,000 was applied to write down non-current assets of OAM: tax
receivables were written down by (euro) 985,000, restricted cash (related
to the sale of Lita, see Note 2 above) by (euro) 516,000 and tangible fixed
assets by (euro) 11 thousand.
NOTE 4 - BION TRANSACTION
Bion Transaction
The Board of Directors of Centerpoint met to evaluate the
alternative strategies and investments available to it. Investec Ernst & Co.,
who had been hired in June 2001 to assist in this process, presented to the
Centerpoint Board their conclusions on a number of potential investments. In
December 2001, the Centerpoint Board resolved to approve the acquisition of
19,000,000 shares of Bion, an environmental service company focused on the needs
of confined animal feeding operations. Bion is engaged in two main areas of
activity: waste stream remediation and organic soil and fertilizer production.
Bion's waste remediation service business provides confined animal feeding
operations (primarily in the swine and dairy industries) with treatment for the
animal waste outputs. In this regard, Bion treats their entire waste stream in a
manner which cleans and reduces the waste stream thereby mitigating pollution of
the air, water (both ground and surface) and soil, while creating value-added
organic soil and fertilizer products. Bion's soil and fertilizer products are
being used for a variety of applications including school athletic fields, golf
courses and home and garden applications. Unrestricted stock of Bion is traded
on the OTC/BB market under the ticker "BNET".
10
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2002
NOTE 4 - BION TRANSACTION - (continued)
On January 15, 2002, Centerpoint closed the transaction with Bion by
purchasing 19,000,000 shares of restricted stock of Bion in exchange for
approximately US$8.5 (actual transaction currency) million in cash
(substantially all of Centerpoint's cash), the US$4.2 million (actual
transaction currency) Centerpoint loan to TRG (including accrued interest), and
the assignment of 65% of Centerpoint's claims with respect to the escrow
accounts from the sale of Moto Guzzi to Aprilia and claims against IMI.
Immediately upon consummation of this transaction, Bion purchased a
57.7% majority interest in Centerpoint from OAM. The total consideration paid by
Bion consisted of (i) US$3,700,000 (actual transaction currency) in cash, (ii)
the assignment of the US$4.2 million (actual transaction currency) Centerpoint
loan to TRG (including accrued interest) and related loan guarantees, (iii) the
assignment of the 65% interest in the Company's claims with respect to the
escrow accounts and claims against IMI, (iv) the issuance of 1,000,000 shares of
Bion's common stock, and (v) the issuance of a warrant to acquire 1,000,000
shares of Bion's common stock at a price of US$0.90 (actual transaction
currency), with expiration date of January 10, 2007. Bion agreed among other
things (i) file a with SEC a Registration Statement with respect to the Bion
Shares issued in the transactions above, as soon as practicable, and within 90
days of Centerpoint's filing with the SEC of its December 31, 2001 Form 10-K,
and to use its best efforts to cause such Registration Statement to be declared
effective as soon as practicable thereafter.
David Mitchell, a director of Centerpoint, was the Chairman,
President, Board Member and a principal stock and warrant holder of Bion at the
time of the transaction. Additionally a portion of the proceeds of the Bion
Investment was used to pay off US$ 718,485 (actual transaction
currency) of indebtedness of Bion owed to Mr. Mitchell. Mr. Mitchell
subsequently resigned from all his Bion positions in January 2003.
On January 24, 2002, David Mitchell was elected as Centerpoint's
President and CEO. David Mitchell, a former CEO, a founder, a stockholder and
option holder of the Company, was the only director of Centerpoint until January
2003. Following the Bion Investment and Bion acquisition of Centerpoint Shares,
all of Centerpoint's directors, other than David Mitchell, resigned from their
positions on the Company's Board of Directors. Bill Spier, one of Centerpoint's
Directors until he resigned on January 24, 2002, sits on Bion's Advisory Board.
On January 21, 2002, Howard Chase, a director of Centerpoint until he resigned
on January 15, 2002, joined the Board of Directors of Bion. In January 2003 Mr.
Mitchell resigned from his positions at Centerpoint and three new Directors were
elected.
NOTE 5 - SETTLEMENT OF RAWLINGS LITIGATION
Rawlings Litigation
On February 11, 2002 the Company entered into a settlement agreement
with Rawlings Sporting Goods Company ("Rawlings") with respect to the Rawlings
litigation. Under the settlement agreement the Company agreed to transfer
160,000 shares of Centerpoint Common Stock to Rawlings and the Company and
Rawlings agreed to voluntarily dismiss the Rawlings litigation and to release
each other from all claims relating to the litigation, subject to the transfer
of the shares. The Centerpoint shares were transferred to Rawlings in May 2002,
and the claims against the Company have been dismissed with prejudice.
11
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2002
NOTE 6 - CENTERPOINT LOAN
Centerpoint Loan; Early payoff of the Company's 5% Convertible Debentures
The 5% Convertible Debentures in an aggregate amount of US$
6,250,000 (actual transaction currency) were scheduled to come due in December
2001. On June 13, 2001 the Company, OAM and Centerpoint entered into a loan
agreement (the "Centerpoint Loan Agreement") wherein subject to the terms and
certain conditions set forth therein Centerpoint agreed to lend the Company US$
4,200,000 (actual transaction currency) (the "Centerpoint Loan"). On June 13,
2001 Centerpoint made the Centerpoint Loan and the Company issued Centerpoint
the Company's Promissory Note. On June 15, 2001 the Company paid the holders of
US$ 6,000,000 (actual transaction currency) of the Debentures US$ 4,207,500
(actual transaction currency) in cash, which the Debenture holders accepted as
payment in full (including past due interest). This was approximately a 29.3%
discount from their face value, and a 31.5% discount on the total amount owed.
In July 2001, Emanuel Arbib, the holder of the remaining US$ 250,000 (actual
transaction currency) of the Debentures accepted US$ 218,750 (actual transaction
currency), a 14.4% discount from its face value, as payment in full on such
Debentures.
The Centerpoint Loan bears interest at a rate of 5 % per annum, is
repayable in full on June 13, 2003 and was secured by the 300,000 shares of
Centerpoint common stock then owned by the Company. The Loan Agreement also
provided that the Centerpoint Loan was to be secured by 1,200,000 of the shares
of Centerpoint common stock owned by OAM and provided that OAM was to enter into
a Limited Recourse
Guaranty Agreement wherein it was to guarantee the Company's
obligations under the Centerpoint Loan Agreement. OAM's liability under the
Limited Recourse Guaranty would have been limited to the value of the
Centerpoint shares to be pledged by OAM. OAM's pledge of the 1,200,000 shares of
Centerpoint common stock and the Limited Recourse Guaranty Agreement were in
fact, never executed. On January 15, 2002, Centerpoint assigned the Company's
Promissory Note and rights under the Centerpoint Loan Agreement to Bion as
partial consideration for the purchase of the Bion shares. Shortly thereafter,
Bion assigned the Company's Promissory Note and rights under the Centerpoint
Loan Agreement to OAM as partial consideration for the Centerpoint shares
acquired from OAM.
NOTE 7 -SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS
Wilson Litigation: Settlement of Wilson litigation
In January, 2002, the judge in the Company's litigation against
Travelers Insurance Company ("Travelers") arising out of the Wilson litigation
determined that Travelers was liable to the Company for US$ 1,000,000 (actual
transaction currency), plus the Company's legal fees in connection with the
litigation, less a reasonable premium. Traveler's subsequently challenged the
reasonableness of the legal fees and the judge requested explanatory submissions
from both Travelers and the Company. In July, 2002 the judge ruled that the fees
were reasonable, but that certain duplications should be eliminated. In
September 2002 the court rendered a judgment in favor of the Company against
Travelers in the amount of US$ 1,822,000 (actual transaction currency).
Travelers appealed the judgment and, in December 2003,the parties entered into a
settlement agreement which provided among other things for the payment of
$1,450,000 (actual transaction currency) to the Company by Travelers, which
amount was paid in December 2003.
12
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2002
NOTE 7 -SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS (continued)
Dispute with IMI concerning its fees
IMI, Centerpoint's investment adviser in connection with the sale of
Moto Guzzi, acted as fiduciary for the closing. At the Closing, but without the
prior approval, knowledge or consent of Centerpoint, IMI was paid (euro) 5,888
thousand, for fees and expenses claimed by IMI under its engagement letter with
the Company and OAM.
IMI also paid Studio Carnelutti, Centerpoint's Italian legal
counsel, (euro) 261 thousand with the remaining proceeds of (euro) 31,139 paid
to Centerpoint. Since early July 2000, the Company and Centerpoint have disputed
IMI's interpretation of the calculation of the fee under its engagement letter.
On February 11, 2002 Centerpoint brought a suit against IMI before the Civil
Section of the Court of Milan, Italy seeking reimbursement of (euro) 4,527
thousand (approximately $4,253,000) of the (euro) 5,888 thousand ($5,532,000)
paid to IMI at the closing. At the first hearing with respect to the claims, on
July 2, 2002, IMI's legal counsel filed a Defense Pleading requesting among
other things, the rejection of the claims, and the joining of the Company as a
party to the litigation. A hearing with respect to the case was held on November
15, 2002, at which time the judge determined that the parties were not amenable
to settling the litigation. A further hearing was held on February 6, 2003, at
which time the judge fixed May 2, 2003 as the deadline for each party to file a
pleading summarizing the such party's requests for evidences, set June 2, 2003
as the date for each party to respond to the other party's pleading, and set
October 14, 2003 as the trial date for a decision on the case. On October
14,2003, the judge fixed a further hearing for March 2004, requesting again that
the parties consider settlement between them of the dispute.
Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request for
Arbitration : Settlement
Pursuant to the terms, and subject to the conditions, of the Share
Purchase Agreement and the Escrow Agreement relating to the sale of Moto Guzzi's
operating subsidiaries, (euro) 4,842,000 of the proceeds of the sale were placed
into escrow.
By letter dated December 21, 2000, legal counsel for Aprilia
asserted various claims against Centerpoint relating to Centerpoint's
representations and warranties under the Share (the "Alleged Claims"). On July
13, 2001 Centerpoint's Italian counsel sent a letter to Aprilia's counsel
contesting all of the Alleged Claims.
By letter dated July 13, 2001 Aprilia requested that IMI, the escrow
agent under the Escrow Agreement, pay them (euro) 3,931,000 in respect of the
Alleged Claims. On July 26, 2001, in spite of being aware of Centerpoint
contesting of each of the Alleged Claims and its intention to seek arbitration,
IMI advised Centerpoint that it had paid (euro) 3,931,000 from the escrow
account to Aprilia in respect of the Alleged Claims. Pursuant to the Share
Purchase Agreement and Escrow Agreement, each of which provides that disputes
among the parties be arbitrated, the Company filed with the International
Arbitration Court of the International Chamber of Commerce a Request for
Arbitration in Accordance with Article 4 of the ICC Rules of Arbitration
relating to the Alleged Claims and the payment by IMI. Subsequent to the
Company's filing, a committee was formed in Milan, Italy to hear the case on 16
November 2001. The company requested restitution of the (euro) 3,931,000
(approximately US$ 3,692,000) paid to Aprilia, plus interest and costs.
13
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2002
NOTE 7 -SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS (continued)
In October 2003, following indications by the Arbitration committee
of their considerations regarding the claims, Centerpoint and Aprilia entered
into agreement to settle the matter with Aprilia paying (euro) 1,420,256 to
Centerpoint, of which (euro) 206,583 was designated to cover legal fees. Under
the terms of the Bion agreement, below, OAM has the right to 65% of the net
proceeds of this settlement
The residual balance of approximately (euro) 516 thousand remaining
in the escrow account relates to eventual claims regarding taxes and social
security contributions and such balance, if any after eventual successful claims
by Aprilia, will be released in September 2007. The Company is entitled to 65%
of amounts eventually released.
Bion Transaction
On February 20, 2003 Bion filed a Form 8-K with the SEC stating
among other things, that (i) it had informed its employees that it does not have
funds to pay its employees beyond February 15, 2003, (ii) although Bion was
seeking outside sources of capital, it had not been able to secure financing
necessary for its current and future operations, (iii) there could be no
assurance that sufficient funds would be available from external sources, and
(iv) it would be forced to substantially curtail or cease its current business
activities unless it is able to immediately raise capital from outside sources.
In April 2003, Bion determined that the anti-dilution provisions in
its agreements with Centerpoint and OAM were preventing it from being able to
raise outside financing. In order to remedy this situation, and in anticipation
of receiving up to $1,925,000 (actual transaction currency) in new financing, on
April 23, 2003, Bion entered into an agreement with Centerpoint providing that
Centerpoint cancel all antidilution and penalty provisions in existing
agreements between Bion and Centerpoint, and on May 23, 2003, OAM and Bion
entered into an agreement providing among other things: (i) that OAM waive the
anti-dilution provisions contained in its original agreement with Bion, (ii) for
clarification of certain reimbursements required to be made by Bion under the
original agreement relating to certain claims being handled by OAM on behalf of
Centerpoint and OAM, (iii) the payment by Bion to OAM of $80,000 (actual
transaction currency) plus $10,000 (actual transaction currency) in legal
expenses.
As noted in Bion's 10-Q for the quarter ended September 30, 2003,
the $1,925,000 (actual transaction currency) financing was never completed and
as of the date of this report Bion does not have the capital necessary to
continue operations. In January 2004 Bion closed its New York office, and all
remaining employees and consultants are working from their homes. Bion needs
additional funds to continue its operations which it has severely limited. There
can be no assurance that Bion will be able to obtain such additional funds. On
January 14, 2004, Bion filed a Certification and Notice of Termination of
Registration with the SEC, and as a result is no longer a publicly held Company.
In January 2004 Centerpoint distributed all Bion shares owned by it
pro-rata to the holders of it's Common Stock. As a result, the Company received
44,240 Bion shares, which are deemed to be of no value.
14
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2002
NOTE 7 -SUBSEQUENT EVENTS AND LEGAL PROCEEDINGS (continued
Release of LITA S.p.A. Guarantee
On March 31, 2004 the purchasers of LITA S.p.A. agreed to release
the Company from any other further obligations under its escrow pertaining to
potential tax liabilities, which had been due to expire on December 31, 2004. In
connection with this release, the Company paid (euro) 30,000 in 2004 and will
record a gain of (euro)486,000 in the first quarter of 2004.
CDS Srl
In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from
OAM real estate in via Baronia, Rome and entered into a leasing arrangement with
the leasing company. Subsequently, on October 9, 1999, CDS brought a claim
against OAM in the Rome Civil Court alleging that the commercial designation of
the property in 1998 was not properly disclosed and consequently its lease
payments were excessive and sought reimbursement of the lease payments that it
considered excessive from OAM in an aggregate amount of approximately
(euro)800,000.
The proceedings have continued intermittently over the years. On
March 25, 2004, the Court requested that the parties present their conclusions
in order for it to render a final verdict, presumably within 80 days. It is
management's opinion that the risk of a negative judgement is low and the
potential liability remote.
Comtech Deal
Following a non-binding letter of intend dated December 30, 2003
between the Company and Comtech Group, Inc., a Cayman Islands corporation, in
May 2004, the Company and Comtech entered into an agreement in principle
pursuant to which Comtech may transfer all of its equity to the Company and the
Company, in turn may issue to Comtech's shareholder 42,000,000 shares of the
Company's stock. Following the transaction, Comtech's shareholders may control
approximately 91.2% of the Company's common stock (87.5% including options and
warrants outstanding). Comtech is in the business of distributing electronic
component, providing value added design services and developing manufacturing
electronic components for the telecommunications and electronic market and has a
majority of its operating subsidiaries located in China.
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Portions of the discussion and analysis below contain certain
"forward looking" statements which involve risks and uncertainties. The
Company's actual results may differ significantly from the results discussed in
the forward looking statements. Factors that might cause such a difference
include, but are not limited to, lack of adequate capital to continue
operations, changes in currency exchange rates, other factors discussed in the
report as well as factors discussed in other filings made with the Securities
and Exchange Commission. Although the Company believes that the assumptions
underlying the forward looking statements contained herein are reasonable, any
of the assumptions could prove inaccurate, and therefore, there can be no
assurance that the forward looking statements included herein will prove to be
accurate.
15
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Three months ended June 30, 2002 compared to three months ended June 30, 2001
- -----------------------------------------------------------------------------
Selling, general and administrative expenses of (euro) 311 thousand
were 46.2% lower than the same period of last year.
Other costs include rent and office expenses for the Company's
offices in Milan, Italy, tax, accounting and compliance costs in the U.S. and
Italy, professional fees in connection with the disposal of operations in Italy,
public company costs in the U.S. and certain statutory costs in Italy.
Other income of (euro) 2,209,000 reflected in the second
quarter of 2001 represents the gain realized when, on June 15, 2001 the company
paid the holders of the US$ 6,000,000 (actual transaction currency) Debentures
the amount of US$ 4,207,500 (actual transaction currency) in cash, which was
accepted as payment in full (including past due interest). In July 2001, Emanuel
Arbib, the holder of the remaining US$ 250,000 (actual transaction currency)
Debentures, also accepted US$ 218,750 (actual transaction currency) as payment
in full.
As a result of the above items the second quarter ending 30 June
2002 reflected a net loss of (euro) 237,000 compared to a net profit of
(euro) 1,600,000 for the second quarter of 2001.
Six months ended June 30, 2002 compared to six months ended June 30, 2001
- ----------------------------------------------------------------------------
Selling, general and administrative expenses of (euro) 683 thousand
were 34.7% lower than the same period of last year.
Other costs include rent and office expenses for the Company's
offices in Milan, Italy, tax, accounting and compliance costs in the U.S. and
Italy, professional fees in connection with the disposal of operations in Italy,
public company costs in the U.S. and certain statutory costs in Italy.
In 2002, other income of (euro) 1,128,000 includes the gain on
the sale of Centerpoint of (euro)1,489,000 and the cost of the write off of
140,000 Centerpoint shares.
Other income of (euro) 2,346 thousand reflected in the second
quarter of 2001 represents the gain realized when, on June 15, 2001 the company
paid the holders of the US$ 6,000,000 (actual transaction currency) Debentures
the amount of US$ 4,207,500 (actual transaction currency) in cash, which was
accepted as payment in full (including past due interest). In July 2001, Emanuel
Arbib, the holder of the remaining US$ 250,000 (actual transaction currency)
Debentures, also accepted US$ 218,750 (actual transaction currency) as payment
in full.
Interest expense in the 6 months to June 30, 2002 was (euro)20
thousand compared to (euro)326,000 in 2001.
Interest income in 2002 amounted to (euro) 2,000 whereas this
was (euro)341,000 in 2001.
As a result of the above items, in the six months ended June 31,
2002 a profit from continuing operations before taxes and minority interests of
(euro) 427,000 was recorded.
The Company recorded a net profit of (euro) 321,000 in the six
months to June 31, 2002 compared to a net profit of (euro) 1,158,000 in the
corresponding period of 2001.
16
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Liquidity and Capital Resources
Significant cash activities in the six months ended June 30, 2002
The disposals of Moto Guzzi and LITA generated sufficient cash for
the Company to maintain operations which, following the disposal, related only
to corporate costs in winding down the companies activities and legal fees
related to various litigation described in Note 7.
Negative cashflows from investing activities principally arise from
the Bion transaction, as described in Note 4, net of the sale of Centerpoint.
In January 2002, OAM entered into agreements with Bion as described
in Note 4. 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.
Future liquidity needs
As of March 31, 2004, the Company has approximately (euro) 4.1
million (US$ 5.0 million at exchange rates prevailing in February 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 Note 7) 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, Director & Officer ("D&O")
Insurance, and professional fees to lawyers, accountants and bankers,
principally in connection with the Company's public filings.
Following a non-binding letter of intent dated December 30, 2003
between the Company and Comtech Group, Inc., a Cayman Islands corporation, in
May 2004, the Company entered into an agreement in principal, 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%
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.
17
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The fair value of cash and cash equivalents approximates its
carrying value.
Since, at March 31, 2004, 86% of the Company's cash is held in U.S.
Dollars and the functional currency is Euro, the Company is subject to exchange
rate fluctuations.
Fluctuations in the exchange rates between the Euro and the U.S.
dollar affect the Euro equivalents of the Company's reported revenues and
earnings. The Company, which no longer has any operations, believes that its
exposure to foreign currency exchange rate risk is not material and does not
currently engage in hedging activities to reduce its exposure to exchange rate
fluctuations.
The Company does not have any derivative financial instruments and
believes its exposure to interest rate risk and other relevant market risks is
not material.
Item 4. Controls and Procedures
The Company maintains a system of internal controls and procedures
designed to provide reasonable assurance as to the reliability of its published
financial statements and other disclosures included in this report. Based on its
evaluation, as of end of the period covered by this Quarterly Report on Form
10-Q, its Co-Chief Executive Officers have concluded that its disclosure
controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, as amended) are effective. There have been no
significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are or were or were involved in the
following litigation:
Rawlings Litigation - settled in 2002
An action entitled "Rawlings Sporting Goods Co., Inc. v. Trident Rowan
Group, Inc. et al.," was filed in the United States District Court for the
Northern District of New York by Rawlings Sporting Goods Co ("Rawlings"), the
owner of property located in Salisbury, New York, in August 1998. The action
seeks to hold the Company liable for costs that Rawlings allegedly incurred in
response to the release or threatened release of allegedly hazardous substances
on land allegedly owned by the Company between 1948 and 1970, and used by a
third party. The compliant was amended in December 2000 to further allege that
the Company still owns a portion of the allegedly contaminated land.
The Company settled the matter with Rawlings on February 11, 2002. The
Company, in May 2002, transferred to Rawlings 160,000 Centerpoint Class A Common
Stock pursuant to a term of a settlement agreement with the Company and Rawlings
voluntarily dismissing the action and released each other from all claims
relating to the action.
Wilson and Travelers Litigation - settled in 2003
The Company is the subject of an action in the Court of Common Pleas, a
Pennsylvania State Court situated in Philadelphia, entitled "John Wilson et al.
v. Trident Rowan Group, Inc. et al" (the "Wilson Litigation"). The Wilson
Litigation was an action eventually consolidated with a related, companion
action against other parties. The plaintiff (John Wilson) was seeking damages
for serious burn injuries he allegedly sustained in 1996 from working with a
starter unit claimed to have been manufactured in the 1950's by a company once
owned by a predecessor of the Company. The case was settled in 2000 with the
Company and Gould Electronics, Inc. ("Gould"), a co-defendant, each paying 50%
of the US$ 2,050,000 (actual transaction currency) settlement amount, subject to
resolution of certain issues between them.
In March 1999, the Company separately brought suit against Travelers, the
Company's insurer, who disclaimed coverage and defense of the suit, to compel it
to resume coverage of the underlying claim and to assume the costs of defense of
the Wilson Litigation. In May 2001, the United States District Court granted
summary judgment in favor of the Company, holding that Travelers must indemnify
the Company for liability incurred and attorney's fees paid in connection with
the Wilson Litigation, plus interest.
Pursuant to the May 2001 judgment, on June 11, 2001, the Company submitted
to the Court a proposed form of judgment requiring Travelers to (i) pay the
Company US$ 2,050,000 (actual transaction currency) plus interest, attributable
to the sums the Company has and will have to spend in settlement of the Wilson
Litigation, (ii) US$ 764,045 (actual transaction currency) plus interest,
representing costs and attorneys fees incurred in defending the Wilson
Litigation, and (iii) US$ 78,975 (actual transaction currency) plus interest,
representing costs and attorneys fees incurred by the Company in prosecuting its
claims against Travelers.
On June 11, 2001, Travelers filed with the Court a motion for
Reconsideration of Order or in the Alternative For Resolution of Certain
Undecided Issues, seeking reconsideration of the
18
judgment, or in the alternative asking the Court to confirm that Travelers
liability is limited to US$ 1,000,000 (actual transaction currency) and that
Travelers is entitled to charge the Company a reasonable premium for the
liability coverage
In January 2002, the judge in the Company's litigation against Travelers
determined that Travelers was liable to the Company for US$ 1,000,000 (actual
transaction currency), plus the Company's legal fees in connection with the
Wilson Litigation, less a reasonable premium. Travelers subsequently challenged
the reasonableness of the legal fees. In July 2002, the judge ruled that the
fees were reasonable provided certain duplications are eliminated. In September
2002, the Court rendered a judgment in favor of the Company in the amount of US$
1,822,979 (actual transaction currency). Travelers appealed the judgment and the
parties entered into a settlement agreement pursuant to which Travelers paid
US$1,450,000 (actual transaction currency) to the Company in December 2003.
Aprilia Claims under the Share Purchase Agreement; Payment by IMI;
Request for Arbitration; Settlement
Aprilia asserted in 2000 various claims against Centerpoint relating to
Centerpoint's representations and warranties under the Share Purchase Agreement
(the "Alleged Claims") for the sale of the Moto Guzzi operations. In 2001, IMI,
the escrow agent under the Escrow Agreement, paid (euro) 3,931,000 from the
escrow account (see Note 2) to Aprilia in respect of the Alleged Claims.
Centerpoint disputed the Alleged Claims and requested an arbitration.
Centerpoint and Aprilia, in October 2003, entered into agreement to settle the
matter with Aprilia paying (euro) 1,420,000 including (euro) 207,000 of legal
fees. The right to 35% of the net proceeds of this settlement is owned by
Centerpoint (which is no longer a related party of the Company at the time of
the settlement).
Pending
IMI Fees
In connection with the sale of Moto Guzzi to Aprilia, IMI was paid (euro)
5,888,000 in fees and expenses it claimed under its engagement letter with
the Company. The Company disputed the calculation of IMI's fees and on February
7, 2002 brought a suit in the Milan Court in Italy seeking reimbursement of
(euro) 4,527,000 (approximately US$ 5.7 million at 2003 year-end exchange
rates). The judge handling the lawsuit has heard the case several times in 2002
and 2003. As of March 31, 2004, the lawsuit is still pending. However, the
Company is in discussions with IMI for an eventual out-of-court settlement.
CDS S.r.l.
In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from OAM
real estate in via Baronia, Rome and entered into a leasing arrangement with the
leasing company. Subsequently, on October 9, 1999, CDS brought a claim against
OAM in the Rome Civil Court alleging that the commercial designation of the
property in 1998 was not properly disclosed and consequently its lease payments
were excessive and sought reimbursement of the lease payments that it considered
excessive from OAM in an aggregate amount of approximately (euro)800,000.
The proceedings have continued intermittently over the years. On March 25,
2004, the Court requested that the parties present their conclusions in order
for it to render a final verdict, presumably within 80 days. It is management's
opinion that the risk of a negative judgment is low and the potential liability
remote.
19
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
Item 5. Other Information
None.
Item 6. Exhibit and Reports on Form 8-K
A. Exhibits required by Item 601 of Regulation S-K:
31.1. Certification of the Joint Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Joint Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Joint Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of the Joint Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
B. Reports on Form 8-K
None.
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIDENT ROWAN GROUP, INC.
Dated: May 25, 2004 By:
/s/ Mark S. Hauser
---------------------------------------
Mark S. Hauser
President/ Joint Chief Executive Officer
Dated: May 25, 2004 By:
/s/ Emanuel M. Arbib
-------------------------------
Emanuel M. Arbib,
Joint Chief Executive Officer
21
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, June 30, 2002 and is qualified in its
entirety by reference to such financial statements.
Item No. Item Description Amount*
US$
5-01(1) Cash and cash items 4,084,000
5-02(2) Marketable securities 0
5-02(3)(a)(1) Notes and accounts receivable - trade 28,000
5-02(3)(a)(4) Notes and accounts receivable - 9,000
5-02(4) Allowances for doubtful accounts 0
5-02(6) Inventory 0
5-02(9) Total current assets 4,127,000
5-02(13) Property, plant and equipment 30,000
5-02(14) Accumulated depreciation (12,000)
5-02(18) Total assets 4,320,000
5-02(21) Total current liabilities 979,000
5-02(22) Bonds, mortgages and similar debt 0
5-02(28) Preferred stock - mandatory redemption 0
5-02(29) Preferred stock - non-mandatory redemption 0
5-02(31) Common stock 54,000
5-02(32) Other stockholders' equity 2,778,000
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 674,000
5-03(b)(3) Other income/(expenses) 1,114,000
5-03(b)(5) Provision for doubtful accounts and notes 0
5-03(b)(8) Interest and amortization of debt discount 0
5-03(b)(10) Income before taxes and other items 421,000
5-03(b)(11) Income tax expense 98,000
5-03(b)(14) Income/(loss) continuing operations 317,000
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) 317,000
5-03(b)(20) Earnings per share - primary 0.08
5-03(b)(20) Earnings per share - fully diluted 0.08
* Dollar amounts are based on conversion rate of U.S.$ 0.9871= (euro)1
which prevailed on June 30, 2002.
22