SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2003
or
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 $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 this Form 10-K or any
amendment to the Form 10-K. _____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes _____ No__X___
i
As of March 31, 2004, the aggregate market value of the voting stock held by non
affiliates of the registrant was $1.621 million (actual transaction currency).
As of March 31, 2004, there were 4,064,900 shares of the registrant's common
stock, par value US$ 0.01 (actual transaction currency) per share, outstanding.
ii
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.................4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.............................................................5
ITEM 6. SELECTED FINANCIAL DATA.............................................6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...........................................8
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT
MARKET RISK........................................................12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE...........................................34
ITEM 9A. CONTROLS AND PROCEDURES............................................35
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................36
ITEM 11. EXECUTIVE COMPENSATION.............................................38
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....44
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................46
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................48
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K....49
iii
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.
Reporting Currency
Beginning with the fiscal year ended December 31, 2002, Trident Rowan Group Inc.
(the "Company") has published its consolidated financial statements in euros
("(euro)"), the official common currency of twelve Member States of the European
Union (the "EU"), including Italy. In this Annual Report in Form 10-K,
references to "dollars," "U.S.$" or "$" are to United States dollars and
references to "lire" or "Lit." are to Italian lire. Amounts stated in dollars in
the Financial Statements and tables under Item 8, unless otherwise indicated,
have been translated from euros at an assumed rate solely for convenience and
should not be construed as representations that the euro amounts actually
represent such dollar amounts or could be converted into dollars at the rate
indicated. Unless otherwise indicated, such dollar amounts have been translated
from euros at the noon buying rate in The City of New York for cable transfers
in foreign currencies as announced by the Federal Reserve Bank of New York for
customs purposes (the "Noon Buying Rate") on December 31, 2003 (the last
business day of 2003) of $1.26 per (euro)1.00. Such rate may differ from the
actual rates used in the preparation of the consolidated financial statements
included in Item 8 and dollar amounts used in this Annual Report may differ from
the actual dollar amounts that were translated into euros in the preparation of
such consolidated financial statements. For information regarding recent rates
of exchange between euros and dollars and between Italian lire (the Company's
historical reporting currency) and dollars, see "Key Information--Selected
Financial Data -- Exchange Rates" in Item 6.
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".
Prior to January 1, 2002, the reporting currency of the Company and its
consolidated subsidiaries (the "Group") was Italian lire. To facilitate a
comparison, all lire-denominated financial data for periods prior to January 1,
2002 included in this Annual Report have been restated from Italian lire to
euros at the fixed rate as of December 31, 2001 of Lit. 1,936.27 = (euro)1.00.
The comparative balances for prior years now reported in euros depict the same
trends as would have been presented had the Group continued to report such
amounts in Italian lire. The Group's financial data for periods prior to January
1, 2002 may not be comparable to that of other companies reporting in euros if
those companies had restated from a reporting currency other than Italian lire.
1
ITEM 1. BUSINESS
HISTORY OF THE COMPANY
Trident Rowan Group, Inc. ("the Company") was primarily in the business of
motorcycle manufacturing and distribution through Moto Guzzi Corporation ("Moto
Guzzi"). Moto Guzzi was a manufacturer of medium and high priced motorcycles
that the Company had acquired in 1972. 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 strategies.
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 Operating Subsidiaries
Moto Guzzi experienced lack of liquidity in 1998 and 1999 that caused component
supply shortages, which were initially eased by the North Atlantic merger.
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 funds
that it required; this resulted in severe financial difficulties and threatened
operations. Moto Guzzi sold all 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").
The Company, in 2000, also sold its steel tube operation that it carried out
through LITA (see Note 3b to Consolidated Financial Statements in Item 8) and
TIM.
Since the disposal of the Company's operating subsidiaries in 2000, the Company
has had no operations other than those relating to the compliance with
regulatory requirements, the settlement of various claims and litigations and
the pursuit of business opportunities.
RECENT AND SUBSEQUENT EVENTS
Overview
o In December 2003, Travelers Casualty and Surety Company ("Travelers") paid
the Company US$1,450,000 (actual transaction currency) ((euro)1,285,000)
pursuant to the terms of a settlement agreement relating to the Company's
lawsuit against Travelers in connection with the Wilson litigation (see Note
15 to the Consolidated Financial Statements in Item 8). The parties entered
into the settlement agreement in December 2003 after challenges and appeals
were made to the judge's determination in January 2002 that Travelers was
liable to the Company for US$1,000,000 (actual transaction currency)
((euro)1,100,000 at the prevailing exchange rate) plus the Company's legal
fees in connection with the litigation, less a reasonable premium.
o In November 2003, Centerpoint (which is no longer a related party to the
Company at this time because of the Bion transaction) and OAM entered into a
settlement agreement with Aprilia. The latter paid (euro)
2
1,420,000 to OAM, including (euro)207,000 of legal fees. The right to 65% of
the net proceeds of this settlement is owned by OAM, and the remaining 35% by
Centerpoint.
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 16 to the
Consolidated Financial Statements in Item 8).
CURRENT STATUS OF THE COMPANY
As of March 31, 2004, the date of this report, the Company no longer has any
operating subsidiaries. The Company's principal assets are as follows:
o Approximately (euro) 4.1 million (US$5.0 million at March 31, 2004 exchange
rates) in cash. Approximately 86% of the cash held by the Company are
denominated in US Dollars and the balance in Euro;
o 140,000 Centerpoint Class A Common Stock (carrying value was written down to
zero in 2002);
o 144,240 (after the 10 for 1 reverse stock split occurred in July 2002) Bion
common stock (carrying value written down to zero), warrants to purchase
100,000 (after the 10 for 1 reverse stock split) shares of Bion common stock
at US$ 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) 600,000 held in an escrow account relating to the
September 2000 sale of the operating subsidiaries of Centerpoint to Aprilia
(see Note 15 to the Consolidated Financial Statements in Item 8). This claim
(a contingent asset) is not recorded as asset 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 operating subsidiaries of Centerpoint to Aprilia
(See Note 15 to the Consolidated Financial Statements in Item 8). This claim
(a contingent asset) is not recorded as asset in the consolidated financial
statements.
The Company's only liabilities are principally for corporate costs, taxes and
litigation costs 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
3
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 2003 and on the date of this report is an office space aggregating
100 square meters in Milan, Italy at a cost of approximately (euro) 10,000
annually. The lease agreement expires on October 1, 2005.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are involved in the following litigation:
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 Srl
In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from OAM real
estate in via Baronia, Rome and entered into a leasing arrangement with the
leasing company. Subsequently, on October 9, 1999, CDS brought a claim against
OAM in the Rome Civil Court alleging that the commercial designation of the
property in 1998 was not properly disclosed and consequently its lease payments
were excessive and sought reimbursement of the lease payments that it considered
excessive from OAM in an aggregate amount of approximately (euro)800,000.
The proceedings have continued intermittently over the years. On March 25, 2004,
the Court requested that the parties present their conclusions in order for it
to render a final verdict, presumably within 80 days. It is management's opinion
that the risk of a negative judgment is low and the potential liability remote.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
During the year ended December 31, 2003, the Company held two directors'
meetings, in June and December of 2003, but no shareholder's meeting. No matters
were submitted to a vote of the Company's shareholders during the fiscal year
ended December 31, 2003.
4
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.
Common Stock
Bid Prices*
---------------------
High Bid Low Bid
-------- -------
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
Warrants
In June of 2002, the warrants ceased to trade publicly.
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, 2003:
Number of
securities
remaining
available for
future
Number of issuance
securities to Weighted-average under equity
be issued upon exercise compensation
exercise of price of plans
outstanding outstanding (excluding
options, options, securities
warrants and warrants and reflected in
rights rights column (a))
Plan category (a) (b) (c)
- ------------------------- -------------- -------------- -------------
Equity compensation plans
approved by security holders (1) 480,834 1.47 1,669,166(2)
5
(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 44,166 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, 2003, 2002, 2001, 2000 and 1999 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
2003 2003 2002 2001 2000 1999
Income Statement Data `000(a) `000 `000 `000 `000 `000
------- -------- --------- --------- ---------- --------
Net Sales ......................... $ (euro) -- (euro) -- (euro) -- (euro) -- (euro) 1,026
Profit/(Loss) from continuing
operations ........................ $1,066 (euro) 846 (euro) (1,504) (euro) (191) (euro) (3,692) (euro) (3,414)
Net profit/(loss) ................. $1,066 (euro) 846 (euro) (1,504) (euro) (191) (euro) 13,800 (euro) 1,283
Balance Sheet Data
Total assets ...................... $5,237 (euro) 4,156 (euro) 3,618 (euro) 10,994 (euro) 25,883 (euro) 12,243
Long Term debt, net of current
portion (euro) 6,525
Earnings (Loss) per share (b)
Continuing operations ............. $ 0.26 (euro) 0.21 (euro) (0.37) (euro) (0.05) (euro) (0.910) (euro) (0.79)
Discontinued operations ........... -- -- -- (euro) 4.30(c) (euro) 1.10(d)
(a) Converted solely for the convenience of the reader at 1 (euro) = $1.26, the
approximate rate as at December 31, 2003.
(b) As the Company had losses from continuing operations in each of the years
1999 through 2002, all options, warrants and other instruments were anti
dilutive for each of those years.
(c) Includes (euro) 29,148,000 gain ((euro)7.16 on an EPS basis) on disposal of
the Moto Guzzi business, before minority interests of (euro) 9,707,000
((euro)2.38 on an EPS basis) and the loss of discontinued motorcycle
operations of (euro) 2,261,000 ((euro) 0.56 on a EPS basis).
(d) Includes (euro) 11,196,000 gain ((euro)2.61 on an EPS basis), net of
minority interest of (euro) 2,147,000 ((euro) 0.50 on an EPS basis),
relating to the merger of the discontinued Moto Guzzi business with North
Atlantic Acquisition Corp., and loss from motorcycle operations of (euro)
6,700,000 ((euro)1.56 on an EPS basis).
6
Functional Currency
The consolidated financial statements through the date of the disposal of the
Company's operations were shown in Italian Lira because all of the Company's
material operating subsidiaries were based in and operated entirely in Italy.
Thereafter from January 1, 2002, the reporting currency of the Company was
changed to Euro - see introductory paragraph to Part 1; Reporting Currency.
Pending evaluation of its alternatives, following the disposals of its
operations, the Company invested the major part of the net proceeds from the
disposals in Euro denominated cash and cash equivalents and then moved these
amounts to US$-denominated bank accounts. The translation of Euro amounts into
U.S. dollar amounts in the Financial Statements and tables under 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 1 (euro) =
$1.26, year-end exchange rate.
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".
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. 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.
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, for the periods commencing January 1, 2002 are presented in Euro. Prior
year statements have been translated from Italian Lira to Euro at the 1,936.27
exchange rate for comparative purposes.
7
ITEM 7. MANAGEMENT'S DISCUSSION 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.
Since the disposal of the Company's operating subsidiaries in 2000, the Company
has had no operations other than those relating to the compliance with
regulatory requirements, the settlement of various claims and litigations and
the pursuit of business opportunities.
General
Year Ended December 31, 2003 as compared to Year Ended December 31, 2002
2003 2002
(euro) `000 (euro) `000
Selling, general and
administrative expenses
and operating loss (968) (1,221)
Interest expense (36) (26)
Interest income 35 2
Other (expense)/income, net 1,944 (153)
----------- ----------
Profit/(loss) from before income
taxes and minority interests 975 (1,398)
Income taxes (128) (100)
Minority interest (1) (6)
----------- ----------
Net profit/(loss) 846 (1,504)
----------- ----------
Significant elements of selling, general and administrative costs are as
follows:
2003 2002
(euro) `000 (euro) `000
Corporate salaries 273 320
Legal and other litigation costs 106 154
Other costs 589 747
---------- ----------
968 1,221
---------- ----------
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 legal claims and the disposal of operations in Italy and
D&O (Directors and Officers) Insurance costs.
Interest expense in 2003 and 2002 principally reflects interest paid to third
parties.
8
Interest income in 2003 and 2002 principally reflects interest earned on cash.
Significant elements of other (expense)/income, net were:
2003 2002
(euro) `000 (euro) `000
Gain on Sale of Centerpoint - 1,489
Exchange loss (580) (475)
Gain on settlement of Travelers litigation 1,285 -
Gain on Aprilia settlement 1,015 -
Loss on investments (55) -
Write down of Bion shares - (841)
Write down of 140,000 Centerpoint shares - (347)
Fee from release of Bion anti-dilution
provision 74 -
Other income/(expense) 205 21
-----------------------
1,944 (153)
-----------------------
Year Ended December 31, 2002 as compared to Year Ended December 31, 2001
2002 2001
(euro) `000 (euro) `000
Selling, general and
administrative expenses
and operating loss (1,221) (2,173)
Interest Expense (26) (427)
Interest income 2 394
Other (expense)/income, net (153) 2,073
---------- -----------
Loss before income taxes and
minority interests (1,398) (133)
Income taxes (100) (117)
Minority interest (6) 59
---------- -----------
Net profit/(loss) (1,504) (191)
---------- -----------
The reduction of (euro) 952,000 or 43.8% in selling general and administrative
expenses in 2002 compared to 2001 reflects the cost reductions implemented by
the Company and in particular the reduction in legal and litigation costs
incurred.
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.
Significant elements of selling, general and administrative costs are as
follows:
2002 2001
(euro) `000 (euro) `000
Corporate salaries 320 543
Legal and other litigation costs 154 774
Other costs 747 856
--------- ---------
1,221 2,173
--------- ---------
9
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 legal claims and the disposal of operations in Italy and
D&O (Directors and Officers) insurance costs.
Interest expense in 2001 principally reflect interest on the Company's US$ 6.25
million (actual transaction currency) 5% debentures that was repaid in June 2001
and residual debt in OAM, that was repaid in April 2001.
Interest income in 2002 and 2001 principally reflects interest earned on cash
and interest accrued on tax receivables.
Significant elements of other (expense)/income, net were:
2002 2001
(euro) `000 (euro) `000
Gain on sale of Centerpoint 1,489 -
Exchange loss (475) -
Additional reserve for Rawlings Litigation - (387)
Income from sale of marketable securities - 122
Gain from early the extinguishment of the
Convertible Debentures - 2,208
Write down of Bion shares (841) -
Write down of 140,000 Centerpoint shares (347) -
Other 21 130
--------------------
(153) 2,073
--------------------
Liquidity and Capital Resources
Significant cash activities in 2003 and 2002
In 2002, negative operating cash flows for the major part relate to selling,
general and administrative expenses in addition to negative cash flows from the
Bion transaction, net of the sale of Centerpoint, as described in Item 1 and
Note 4 to the Consolidated Financial Statements in Item 8.
In January 2002, OAM entered into agreements with Bion as described in Note 4 to
the Consolidated Financial Statements in Item 8 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.
In 2003, positive operating cash flows from the proceeds of the settlement of
the Travelers and Aprilia litigations were offset by negative operating outflows
relating to selling, general and administrative expenses.
Future liquidity needs
As of March 31, 2004, the Company has approximately (euro) 4.1 million (US$ 5.0
million at the exchange rate prevailing at March 31, 2004) in cash. Management
believes such amounts to be sufficient to fund the Company's activities which
principally reflect litigation which the Company has commenced against IMI
10
(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.
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.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Contractual Obligations, Commercial Commitments and Purchase Obligations
As of December 31, 2003, the Company's contractual obligations, commercial
commitments and purchase obligations were as follows (in Euro):
Payment Due by Period
----------------------------------------
Less More
Than 1 1 - 3 3 - 5 Than 5
Contractual Obligations Total Year Years Years Years
- ----------------------- ----- ---- ----- ----- -----
Long-Term Debt Obligations - - - - -
Capital Lease Obligations - - - - -
Operating Lease Obligations 26 13 13 - -
Purchase Obligations - - - - -
Other Long-Term Liabilities Reflected
on the Registrant's - - - - -
Balance Sheet under GAAP
Total 26 13 13 - -
11
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 Euro and the U.S. dollar affect
the Euro equivalent of the Company's reported 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.
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TRIDENT ROWAN GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants....................................14
Consolidated Balance Sheets - Assets........................................15
Consolidated Balance Sheets - Liabilities and Shareholders' Equity .........16
Consolidated Statements of Operations.......................................17
Consolidated Statements of Changes in Shareholders' Equity .................18
Consolidated Statements of Cash Flows.......................................19
Notes to Consolidated Financial Statements..................................21
13
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, 2003 and 2002, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended December 31, 2003. 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, 2003
and 2002, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE S.p.A.
Milan, Italy
May 7, 2004
14
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2003 and 2002
In thousands of Euro or thousands of U.S. Dollars
Dec. 31 Dec. 31 Dec.
31 2003 2003 2002
US$'000 (euro)'000 (euro)'000
ASSETS
Cash ........................................... $ 4,750 (euro) 3,770 (euro) 3,256
Prepaid expenses ............................... 125 99 59
------ ------ ------
TOTAL CURRENT ASSETS ........................... 4,875 3,869 3,315
------ ------ ------
Property, plant and equipment .................. 0 0 14
At cost ...................................... 3 2 29
Less allowances for depreciation ............. (3) (2) (15)
Other receivables .............................. 362 287 289
------ ------ ------
TOTAL ASSETS ................................... $ 5,237 (euro) 4,156 (euro) 3,618
====== ====== ======
See Notes to Consolidated Financial Statements
15
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2003 and 2002
In thousands of Euro or thousands of U.S. Dollars
LIABILITIES Dec. 31 Dec. 31 Dec. 31
2003 2003 2002
US$'000 (euro)'000 (euro)'000
Accounts payable ................................. $ 175 (euro) 139 (euro) 486
Accrued expenses and other payables .............. 803 637 525
------------ ------------ ------------
TOTAL CURRENT LIABILITIES 978 776 1,011
------------ ------------ ------------
Provision for claims ............................. 554 440 440
Minority interests ............................... 97 77 76
SHAREHOLDERS' EQUITY ..................... 3,608 2,863 2,091
Common stock, par value $0.01 per share:
Authorised 50,000,000 shares;
4,064,900 shares outstanding; 69 55 55
Additional paid-in capital ....................... 69,444 55,114 55,114
Treasury stock, at cost .......................... (31,180) (24,746) (24,746)
Cumulative translation adjustment ................ (1,629) (1,293) (1,219)
Accumulated deficit .............................. (33,096) (26,267) (27,113)
------------ ------------ ------------
LIABILITIES AND SHAREHOLDERS' DEFICIT $ 5,237 (euro) 4,156 (euro) 3,618
============ ============ ============
See Notes to Consolidated Financial Statements
16
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statement of Operations
December 31, 2003, 2002 and 2001
In thousands of Euro or thousands of U.S. Dollars
Dec. 31 Dec. 31 Dec. 31 Dec. 31
2003 2003 2002 2001
$'000 (euro)'000 (euro)'000 (euro)'000
Selling, general and administrative expenses
and total operating loss ............................. (1,220) (968) (1,221) (2,173)
Interest expense (45) (36) (26) (427)
Interest income ........................................ 44 35 2 394
Other income/(expense), net ............................ 2,449 1,944 (153) 2,073
------------- ------------- ------------- -----------
Profit/(Loss) before income taxes and
minority interests ................................... 1,228 975 (1,398) (133)
Income taxes ........................................... (161) (128) (100) (117)
Minority interests ..................................... (1) (1) (6) 59
------------- ------------- ------------- -----------
Net profit/(loss)....................................... 1,066 846 (1,504) (191)
============= ============= ============= ===========
PROFIT/(LOSS) PER SHARE: Basic
0.26 0.21 (0.37) (0.05)
============= ============= ============= ===========
Weighted average number of common shares
outstanding during the period
Basic .................................................. 4.064.900 4.064.900 4.064.900 4.064.900
============= ============= ============= ===========
See Notes to Consolidated Financial Statements
17
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Changes in Shareholders' Equity
December 31, 2003, 2002 and 2001
In thousands of Euro or thousands of U.S. Dollars
Additional Other TOTAL Other
Common paid-in Treasury Comprehensive Accumulated SHAREHOLDERS comprehensive
(euro)'000 stock capital stock Income Deficit EQUITY income
------- ----------- --------- ------------- ----------- ------------ -------------
At January 1, 2001..................(euro)'000 55 55,031 (24.746) (578) (25,418) 4,344
Net Profit (Loss) .................. - - - (191) (191) (191)
Translation adjustment ............. - - - (972) (972) (972)
Vesting of shares subject
to forfeit........................ - 83 - - 83 -
------- --------- ---------- -------- ---------- --------- --------
At December 31, 2001 ...............(euro)'000 55 55,114 (24,746) (1,550) (25,609) 3,264 (1,163)
Net Profit (Loss) .................. - - - - (1,504) (1,504) (1,504)
Translation adjustment ............. - - - 331 - 331 331
------- --------- ---------- -------- ---------- --------- --------
At December 31, 2002 ...............(euro)'000 55 55,114 (24,746) (1,219) (27,113) 2,091 (1,173)
Net Profit (Loss) .................. - - - - 846 846 846
Translation adjustment ............. - - - (74) - (74) (74)
------- --------- ---------- -------- ---------- --------- --------
At December 31, 2003 ...............(euro)'000 55 55,114 (24,746) (1,293) (26,267) 2,863 772
At December 31, 2003 ...............$'000 69 69,444 (31,180) (1,629) (33,096) 3,608
See Notes to Consolidated Financial Statements
18
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
December 31, 2003, 2002 and 2001
In thousands of Euro or thousands of U.S. Dollars
Dec. 31 Dec. 31 Dec. 31 Dec. 31
2003 2003 2002 2001
$ 000 (euro) 000 (euro) 000 (euro) 000
Profit/(Loss) 1,066 846 (1,504) (191)
Adjustments to reconcile net loss to net
cash :
Depreciation and amortization 11 9 9 25
Amortization of debt charges -- -- -- 104
Minority interests 1 1 6 (59)
(Gain)/Loss on disposals of subsidiaries -- -- (1,489) --
Write off of investment -- -- 1,188 --
Other operating activities (1) (1) (356) (40)
Changes in operating assets and liabilities: -- -- -- --
Trade and other receivables 2 2 (90) 471
Prepaid expenses (50) (40) 3 36
Accounts payable, accrued expenses and claims (296) (235) (654) (2,167)
Payment of settlement of litigations -- -- -- (1,145)
Decrease in provision for claims -- -- -- (1,676)
------- ------- ------- -------
Net cash(used)/provided by operating activities 733 582 (2,887) (4,642)
------- ------- ------- -------
Investing activities:
Net (increase)/decrease in investments -- -- -- 16,621
Purchase of minority interest in OAM -- -- -- (2,794)
Sale of subsidiaries, less cash disposed -- -- 6,484 --
Purchase of minority interest in Bion, net of cash -- -- (9,543) --
Proceeds from disposal of other assets, net -- -- (4) --
------- ------- ------- -------
Net cash (used)/provided by investing activities 0 0 (3,063) 13,827
------- ------- ------- -------
Financing activities
Principal payments of long-term debt -- -- -- (5,261)
------- ------- ------- -------
Net cash used in financing activities 0 0 0 (5,261)
Increase/(decrease) in cash 733 582 (5,950) 3,924
Exchange movement on opening cash (86) (68) (1,508) 212
Cash, beginning of year 4,103 3,256 10,714 6,578
------- ------- ------- -------
Cash, end of year 4,750 3,770 3,256 10,714
======= ======= ======= =======
See Notes to Consolidated Financial Statements
19
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
December 31, 2003, 2002 and 2001
Supplemental Schedule of Non-Cash Activities
2003 - None.
2002 - In January 2002, in connection with the Bion transaction (see Note 4) the
Company received 1,000,000 Bion common stock and warrants to acquire 1,000,000
Bion common stock to be exercised at a price of US$0.90 (actual transaction
currency). The 100,000 (after the 10 for 1 reverse split in July 2002) Bion
common stock was written down during the year.
In settlement of the Rawlings litigation, the Company transferred 160,000
Centerpoint common stock to Rawlings. The remaining 140,000 Centerpoint common
stock in the Company's possession was written down during the year.
2001 - As described in Note 4 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 (euro) 985,000 and an investment of (euro) 516,000 were
written down to zero.
(euro)83,000 has been charged as stock compensation expense.
Other Supplemental Information
Interest paid amounted to (euro) 36,000, (euro) 26,000 and (euro) 86,000 in
2003, 2002 and 2001, respectively.
20
1. Background and Organization
Trident Rowan Group, Inc. (the "Company") was a holding company incorporated in
the United States. The Company, in 2000, disposed of all of its operating
subsidiaries. It also disposed of its 57.70% controlling interest in Centerpoint
Corporation ("Centerpoint") in 2002 (see Note 4).
Reporting currency
The Company, on January 1, 2002, adopted Euro ((euro)) as its reporting currency
and therefore the accompanying consolidated balance sheet as of December 31,
2002 and 2003, consolidated statements of operations, consolidated statement of
changes in shareholders' equity and consolidated statement of cash flows for the
year ended December 31, 2002 and 2003 are presented in Euro. All consolidated
financial statements for each period prior to January 1, 2002 have been restated
into Euro using the official Italian Lira - Euro exchange rate fixed as of
January 1, 1999 at (euro)1 to Italian Lira 1,936.27. Since the exchange rate of
Lira-Euro is fixed, the Company's restated consolidated financial statements
will depict the same trends as would have been presented if it had continued to
present its consolidated financial statements in Italian Lira. The consolidated
financial statements of the Company, however, will not be comparable to the Euro
consolidated financial statements of other companies that previously reported
their financial statements in a currency other than Italian Lira because
currency fluctuations between Italian Lira and other currency.
When the actual transaction currency 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". All currency amounts in these
financial statements are in Euro unless specifically designated in other
currencies.
2. Significant Accounting Policies
Principles of consolidation
The consolidated financial statements at December 31, 2003 include the accounts
of the Company and its only, majority owned subsidiary OAM S.p.A. ("OAM").
Trident Rowan Servizi S.p.A. ("Trident Servizi", formerly a 99.9% owned
subsidiary of the Company) and OAM (formerly a 99.6% owned subsidiary of Trident
Servizi) were merged in 2003.
The consolidated financial statements at December 31, 2002, include the accounts
of the Company and its majority owned subsidiaries - Trident Servizi and OAM.
Trident Rowan International S.A. ("Trident International") was liquidated in
2002 and Centerpoint was disposed of in 2002 (see Note 4). The consolidated
financial statements at December 31, 2001 include the accounts of the Company
and the following majority owned subsidiaries - Trident Servizi, OAM, Trident
International and Centerpoint (57.7% owned by OAM and 5% owned directly by the
Company).
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
21
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 Euro ("(euro)") are translated into (euro) using exchange rates prevailing
at the balance sheet dates. All expenses and other transactions 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.
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.
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
2003, 2002 and 2001, 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 fixed stock options or awards to employees which exercise prices have been
reduced subsequent to their original measurement date 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 exclude any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share give effect to all
potentially dilutive common shares that were outstanding during the period.
Since the Company had losses in 2001 and 2002, potentially dilutive common
shares are antidilutive for each of those years.
Accumulated other comprehensive income
22
Comprehensive income includes net income and translation difference from the
conversion of balance sheets of non-Euro functional currency entities. The
Company has disclosed comprehensive income in the consolidated statements of
changes in shareholders equity.
Extinguishment of debt
Any gains or losses on extinguishment of debts are included in other income
(expense) in the consolidated statements of operations.
New accounting standard
There were several other accounting standards issued subsequent to December 31,
2002. The Company has reviewed those standards and has determined that they are
not applicable to the Company or that their impact is not material to the
financial position and results of operations.
3. Sale of Subsidiaries
3a. Sale of Motorcycle Operations
Centerpoint Corporation ("Centerpoint"; formerly Moto Guzzi Corporation) sold
all its operating subsidiaries to Aprilia S.p.A. ("Aprilia") in 2000. In
connection with the sale, Centerpoint placed (euro) 4,842,000 in escrow to
satisfy potential claims by Aprilia related to any breach of representations and
warranties (see Note 15).
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, Banca di Intermediazione Mobiliare IMI S.p.A.
("IMI"), the escrow agent under the Escrow Agreement, paid (euro) 3,931,000 from
the escrow account to Aprilia in respect of the Alleged Claims. Centerpoint
disputed the Alleged Claims and requested an arbitration.
In October 2003, Centerpoint and OAM entered into a settlement agreement with
Aprilia, with the latter paying (euro) 1,420,000 to Centerpoint, including
(euro)207,000 of legal fees. The right to 65% of the net proceeds of this
settlement is owned by OAM, and the remaining 35% by Centerpoint.
IMI was paid (euro) 5,888,000 in fees and expenses related to the foregoing sale
of the operating subsidiaries of Centerpoint, which amount is being disputed by
Centerpoint (see Note 15).
3b Sale of the Steel Tube Operations
The Company disposed of L.I.T.A. S.p.A. ("LITA) in July 2000. 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 in 2001.
4. Changes in Investment
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) from DaimlerChrysler for US$2.5 million (actual
transaction currency) ((euro) 2,661,000 at the effective accounting date for
this transaction of January 1, 2001). The net fair value of the assets acquired
23
and liabilities assumed of (euro) 4,174,000 exceeded the acquisition cost by
(euro) 1,512,000; this excess was applied to write down the fair value initially
allocated to the following non-current assets of OAM - tax receivables of (euro)
985,000 (see Note 5), an investment of (euro) 516,000 and property and equipment
of (euro) 11,000.
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") effective January 1, 2003. The terms of the merger provides 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.
Bion Transaction
Centerpoint, on January 15, 2002, acquired a 35% equity interest in Bion
Environmental Technologies, Inc. ("Bion") consisting of 19,000,000 common
shares. Bion is engaged in waste stream remediation and organic soil and
fertilizer production. Its unrestricted common share was then traded on the
OTC/BB market. 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 subsidiaries of Centerpoint to Aprilia and its claims against IMI. The
foregoing claims were contingent assets that were not recognized as asset in the
financial statements of Centerpoint at the time of the transaction.
Simultaneously with the consummation of this transaction, Bion purchased the
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 of the subsidiaries of Centerpoint to
Aprilia and Centerpoint's claims against IMI, (iv) the issuance of 1,000,000
Bion restricted common shares to OAM with market value of $0.75 (actual
transaction currency) per share or an aggregate market value of $750,000 (actual
transaction currency), and (v) the issuance to OAM of a warrant to acquire
1,000,000 Bion common shares at a price of US$0.90 (actual transaction
currency), with expiration date of January 10, 2007. 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)1,489,000. The carrying value of
the Bion shares of (euro)841,000 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.
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 US$1,925,000 (actual transaction currency) in new financing, on
April 23, 2003, Bion entered into an agreement with Centerpoint providing, among
other things, that Centerpoint cancel all antidilution and penalty provisions in
existing agreements between Bion and Centerpoint. 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
24
Bion to OAM of $80,000 (actual transaction currency) plus $10,000 (actual
transaction currency) in legal expenses. The payment received by OAM,
corresponding to (euro)74,000, was included in "Other/Income (Expense) - see
Note 7).
5. Tax Receivables
Tax receivables represent amounts for which reimbursement has been requested.
The period for reimbursement in Italy have, in the recent past, invariably been
in excess of 12 months and, accordingly, amounts for which reimbursement has
been requested are not classified as non-current assets. Interest accrues on
these receivables at rates set from time to time by the Italian Government.
6. Accrued Expenses and Other Payables
2003 2003 2002
$ `000 (euro) `000 (euro) `000
Salaries, wages and related items 270 214 205
Value added and income taxes 387 307 209
Other for legal costs, interest 146 116 111
and other accrued expenses
-------- --------- ---------
803 637 525
======== ========= =========
7. Other Income/(Expense)
2003 2003 2002 2001
$ `000 (euro) `000 (euro) `000 (euro) `000
------ ---------- ----------- -----------
Write down of Bion Shares (see Note 4) -- -- (841) --
Gain on Sale of Centerpoint (see Note 4) -- -- 1,489 --
Write down of 140,000 Centerpoint shares -- -- (347) --
Exchange loss (731) (580) (475) --
Gain on settlement of Travelers litigation
(see Note 15) 1,619 1,285 -- --
Gain on Aprilia settlement (see Note 15) 1,219 1,015 -- --
Loss on investment (69) (55) -- --
Fee from release of Bion anti-dilution provision
(see Note 4) 93 74 -- --
Additional reserve for Rawlings litigation -- -- -- (387)
Gain from the extinguishment of the Convertible
Debentures -- -- -- 2,208
Income from sale of marketable securities -- -- -- 122
Other 259 205 21 130
------ ------ ------ ------
2,450 1,944 (153) 2,073
====== ====== ====== ======
25
The gain on the Aprilia settlement includes the 65% net proceeds of the
settlement of (euro)1,420,000 (see Note 15) and the recharge of certain expenses
incurred by the Company on behalf of Centerpoint.
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;
in this connection, the Company recorded an additional reserve for (euro)387,000
in 2001.
The residual 140,000 shares of Centerpoint were written down in 2002.
The gain on extinguishment of the Convertible Debentures ((euro)2,208,000)
represents the difference between the carrying amounts of the US$6 Million
(actual transaction currency) Convertible Debentures and the US$250,000
Convertible Debenture and amounts paid in full settlement of US$4,207,500
(actual transaction currency) and US$218,750 (actual transaction currency),
respectively.
8. Income Taxes
Profit/(Loss) before income taxes and minority interests consisted of the
following:
2003 2003 2002 2001
$ `000 (euro) `000 (euro) `000 (euro) `000
------ ----------- ----------- -----------
United States 1,070 849 (1,098) 103
Italy 158 126 (300) (100)
Elsewhere - - (136)
------- ------- ------- -------
1,228 975 (1,398) (133)
======= ======= ======= =======
Income tax expense consisted of the following:
2003 2003 2002 2001
$ `000 (euro) `000 (euro) `000 (euro) `000
------ ----------- ----------- -----------
Current:
US 113 90 100 100
Italy 48 38 - 17
-------- -------- -------- -------
161 128 100 117
-------- -------- -------- -------
Deferred:
-------- -------- -------- -------
Total 161 128 100 117
======== ======== ======== =======
Significant components of the Company's tax liability and deferred tax assets
are as follows:
2003 2003 2002 2001
$ `000 (euro) `000 (euro) `000 (euro) `000
------ ----------- ----------- -----------
Accrued tax liability 365 290 200 123
Net operating loss carry
forwards 13,360 10,603 12,723 16,030
Valuation allowance (13,360) (10,603) (12,723) (16,030)
--------- --------- --------- ---------
Net deferred tax assets - - - -
========= ========= ========= =========
26
It is management's opinion that it is more likely than not that loss
carry-forwards of the US company will not be realized; therefore eventual
deferred tax assets are valued at zero.
27
The effective provision for income taxes varied from the income tax expense
calculated at the statutory U.S. federal income tax rate as follows:
2003 2003 2002 2001
$ `000 (euro) `000 (euro) `000 (euro) `000
Income Taxes at Statutory Rate 430 341 (489) (47)
--------- --------- --------- ---------
Valuation allowance on
the deferred tax asset
related to tax losses
carried forward - - 489 47
Tax effect on the utilization
of losses carried forward (430) (341) - -
Local income taxes, net 161 128 100 117
--------- --------- --------- ---------
161 128 100 117
========= ========= ========= =========
For U.S. federal income tax purposes, the Company has net operating loss
carry-forwards of approximately US$ 13.3 million (actual transaction currency)
at December 31, 2003. These losses expire from 2006 through 2022. 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, 2003 the Company had net operating loss carry-forwards for
Italian income tax purposes for which no deferred tax asset has been recorded
since management believes that it is highly unlikely that the loss
carry-forwards can be utilized.
The Directors are planning to place the Italian subsidiary into liquidation by
April 30, 2004. In that event, any remaining loss carry-forwards will not be
realized.
9. Shares issued in Connection with Employment Agreements
In 1998, the Company issued 205,000 shares to Mark S. Hauser (see Note 11) and
Emanuel M. Arbib (see Note 11). 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 these shares issuances was (euro) 83,000 in
2001.
10. Stock Options and Warrants (all amounts in US Dollars, the actual
transaction currency)
Tamarix warrant
In 1997, in connection with the purchase by Tamarix Investors LDC of a
controlling block of 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, the Company reduced the exercise price of the
warrants previously issued to individuals identified below (or
28
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 250,000 $5.50 $3.50
Mark Hauser)
Simtov, LTD (an 99,212 $5.50 $3.50
affiliate of Emanuel
Arbib)
Gianni Bulgari 190,534 $5.50 $3.50
----------
691,931
==========
* the actual transaction currency is US Dollars
The expiration date of the remaining of 558,069 was also 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 total, 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 $1.50).
The above warrants and other warrants were further re-priced in June 2003 (see
below).
Publicly traded warrants (OTC/BB: TRGIW)
The Company issued 1,437,500 warrants in June 1997; which all expired
unexercised in June 2002.
1995 Non Qualified Plan Options
The Company's "1995 Non-Qualified Plan" provides for the grant of non-qualified
stock options for officers and key employees. The Board of Directors has
authorized the issuance of a total of 2,000,000 options under this plan. The
total options granted under this plan prior to 2001 were 710,000 options (net of
forfeitures) at an exercise price of US$ 12.26. On March 19, 1998, the Company
granted to certain officers options to purchase an aggregate of 280,000 common
stock at an exercise price of US$5.00 in exchange for the 710,000 outstanding
options.
Also on March 18, 1998, the Company granted options to Mr. Hauser, Mr. Arbib and
Tamarix to purchase an aggregate of 212,000 common stock at an exercise price of
US$ 5.00 and granted a further 105,000 options to persons not previously
included in its "1995 Non-Qualified Plan". 222,000 of these options were
forfeited prior to 2001, 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 15).
As of December 31, 2003, the outstanding options under the "1995 Non-Qualified
Plan" which are all exercisable, are as follows - 245,000 options (exercise
price is $1.50 per share after the 2003 repricing), 80,000 options (exercise
price is $1.50 per share after the 2003 repricing) and 50,000 options
(exercisable price is $1.25 per share after the 2003 repricing).
29
1995 Director's Plan
Every non-employee directors, who were never previously employed by the Company
or eligible to receive options, annually receive, on each January 2, options to
purchase 5,000 shares under the 1995 Directors' Plan. Newly appointed or elected
non-employee directors receive a grant upon taking office. The authority to
grant options under the 1995 Directors' Plan will terminate on the earlier of
December 1, 2005 or upon the issuance of the entire 150,000 shares of stock
reserved for issuance under the plan.
The exercise price is fixed at the reported closing price of the stock on
January 2, or date of election of Directors for subsequent grants. All options
issued prior to 2001 were forfeited as a result of changes in the Board of
Directors, except for 52,917 options with an exercise price of US$ 5.50 and
7,917 options with an exercise price of US$ 5.00. The Company issued 15,000
options on January 2, 2001 with an exercise price of $0.75, a further 15,000
options on January 2, 2002 with an exercise price of $1.31 and an additional
15,000 options on January 2, 2003 with an exercise price of $0.25 (then repriced
to $1.50).
As of the date of the document, 105,834 director options are issued and
outstanding and 44,166 are available for issuance.
Stock Option and Warrant Repricing
The following warrants and options were repriced and extended in July 2003 as
follows:
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Number of Securities
Underlying Exercise Price at Time
Options/Warrants/SARs of Repricing or New Exercise
Name Date Repriced or Amended (#) Amendment ($)* Price($)*
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Mark Hauser 6/20/03 50,000 (Options) US$3.50 US$1.25
87,917 (Options) US$5.50 US$1.50
152,185 (Warrants) US$3.50 US$1.25
152,185 (Warrants) US$5.50 US$1.50
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Emanuel Arbib 6/20/03 65,000 (Options) US$5.00 US$1.50
7,917 (Options) US$5.00 US$1.50
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Gianni Bulgari 6/20/03 15,000 (Options) US$5.50 US$1.50
5,000 (Options) US$0.75 US$1.50
5,000 (Options) US$1.31 US$1.50
5,000 (Options) US$0.25 US$1.50
190,534 (Warrants) US$3.50 US$1.25
190,533 (Warrants) US$5.50 US$1.50
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Howard Chase 6/20/03 140,000 (Options) US$5.00 US$1.50
15,000 (Options) US$5.50 US$1.50
5,000 (Options) US$0.75 US$1.50
5,000 (Options) US$1.31 US$1.50
5,000 (Options) US$0.25 US$1.50
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Nick Speyer 6/20/03 40,000 (Options) US$5.00 US$1.50
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Azzurra (an affiliate of Mark Hauser) 6/20/03 250,000 (Warrants) US$3.50 US$1.25
250,000 (Warrants) US$5.50 US$1.50
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
30
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Number of Securities
Underlying Exercise Price at Time
Options/Warrants/SARs of Repricing or New Exercise
Name Date Repriced or Amended (#) Amendment ($)* Price($)*
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Simtov, LTD (an affiliate of Emanuel 6/20/03 99,212 (Warrants) US$3.50 US$1.25
Arbib) 165,351 (Warrants) US$5.50 US$1.50
- --------------------------------------- -------------- ------------------------------- ------------------------- --------------
Mark Segall 6/20/03 15,000 (Options) US$5.50 US$1.50
5,000 (Options) US$0.75 US$1.50
5,000 (Options) US$1.31 US$1.50
5,000 (Options) US$0.25 US$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 Aprilia sale;
v) the current net asset and potential liquidation value of the Company; vi)
other relevant factors.
The following is a summary of transactions pertaining to the 1995 Non-qualified
Plan and the 1995 Director's Plans:
2003 2002 2001
Shares Weighted Shares Weighted
Shares Weighted Average Average Average
(000's) Exercise Price* (000's) Exercise Price* (000's) Exercise Price*
Outstanding, January 1 466 $4.73 451 $4.84 436 $4.92
Granted 15 $0.25 15 $1.31 15 $0.75
Exercised - - - - - -
Forfeited or exchanged - - - - - -
Outstanding, December 31 481 $1.47 466 $4.73 451 $4.84
-----------------------------------------------------------------------------------
Options Exercisable, December 31 466 $1.47 451 $4.84 436 $4.98
* the actual 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 as
of December 31, 2003:
31
Stock Options Outstanding Stock Options Exercisable
Weighted
Weighted Average
Average Remaining Weighted Average
Range of Shares Exercise Contractual Shares Exercise
Exercise Price (000)'s Price* Life (000's) Price*
----------------------------------------------------------------------------------------------
$1.50 431 $1.50 4.00 years 416 $1.50
$1.25 50 $1.25 4.00 years 50 $1.25
-----------------------------------------------------------------------
Totals 481 $1.47 466 $1.47
-----------------------------------------------------------------------
* the actual transaction currency is US Dollars
Other options
The Company sold to GKN Securities Corp. for US$ 100, 125,000 options
exercisable through June 10, 2002 at an exercise price of US$ 6.12 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 expired unexercised. There was no expense recognized
related to these options.
The Company had no operations in each of 2001, 2002 and 2003. All warrants and
options described above are considered anti-dilutive.
11. Related Party Transactions
Centerpoint Loan
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. The Centerpoint Loan was assigned
to OAM in 2002 in connection with the Bion Transaction (see Note 4).
Tamarix Capital Corporation / Mr. Mark Hauser
Tamarix Capital Corporation provides financial services to the Company (see Note
9). 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.
Mark Segall
Mark Segall, a director of the Company is an officer of Kidron Corporate
Advisors LLC, which provided advisory services to the Company in 2003 for an
amount of (euro)53,000.
32
12. Geographic Information
Identifiable assets by location were as follows: 2003 2003 2002
$ `000 (euro) `000 (euro) `000
Italy 524 426 631
United States 4,679 3,730 2,987
-------- ------- --------
5,203 4,156 3,618
======== ======= ========
Most of the cash owned by OAM was moved from Italy to the US in 2002.
13. Concentration of Credit Risks
The Company has cash with various financial institutions of national standing in
Italy and the United States.
14. Financial Instruments
The fair value of cash approximates its carrying value.
15. Claims and Litigation
The provision for claims as of December 31, 2003 pertains to minor litigations.
Litigation closed or settled during the year:
Settlement of Wilson/Travelers Litigation
The Company sued Travelers Casualty and Surety Company ("Travelers"), its
insurer, when Travelers disclaimed coverage and defense of a personal injury
litigation ("Wilson Litigation"). The dispute was settled in December 2003 with
Travelers paying the Company $1,450,000 (actual transaction currency)
((euro)1,285,000). This amount was recorded in "other income" in 2003.
Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request for
Arbitration; Settlement
Aprilia asserted in 2000 various claims against Centerpoint relating to
Centerpoint's representations and warranties under the Share Purchase Agreement
(the "Alleged Claims"). In 2001, Banca di Intermediazione Mobiliare IMI S.p.a.
("IMI"), the escrow agent under the Escrow Agreement, paid (euro) 3,931,000 from
the escrow account (see Note 3a) to Aprilia in respect of the Alleged Claims.
Centerpoint disputed the Alleged Claims and requested an arbitration.
Centerpoint and OAM, in October 2003, entered into a settlement agreement with
Aprilia, with the latter paying (euro) 1,420,256 to Centerpoint, including
(euro) 206,583 of legal fees. OAM recorded in "other income" an equivalent of
65% of the net proceeds of this settlement. The right to the remaining 35% of
the proceeds is owned by Centerpoint (no longer a related party of the Company
as of December 31, 2003 (see Note 4)).
The residual balance of approximately (euro) 600,000 remaining in the escrow
account relates to eventual claims regarding taxes and social security
contributions and such balance, if any, after eventual successful claims by
Aprilia, will be released in September 2007. OAM is entitled to 65% of amounts
eventually released; this claim (a contingent asset) is not recorded in the
consolidated balance sheets.
33
Litigation pending:
IMI Fees
In relation to the sale of the subsidiaries of Centerpoint (a former subsidiary
of the Company) to Aprilia S.p.A, IMI was paid (euro) 5,888,000 in fees and
expenses it claimed under its engagement letter with the Company and OAM. The
Company disputed the calculation of IMI's fees and has brought a suit in Italy
seeking reimbursement of (euro) 4,527,000 (approximately US$ 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; however, the Company is in
discussion with IMI for an eventual out-of-court settlement.
CDS Srl
In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from OAM real
estate in via Baronia, Rome and entered into a leasing arrangement with the
leasing company. Subsequently, on October 9, 1999, CDS brought a claim against
OAM in the Rome Civil Court alleging that the commercial designation of the
property in 1998 was not properly disclosed and consequently its lease payments
were excessive and sought reimbursement of the lease payments that it considered
excessive from OAM in an aggregate amount of approximately (euro)800,000. The
proceedings have continued intermittently over the years. On March 25, 2004, the
Court requested that the parties present their conclusions in order for it to
render a final verdict, presumably within 80 days. It is management's opinion
that the risk of a negative judgment is low and the potential liability remote.
16. Subsequent events
Bion shares
The public filings of Bion disclosed that it is under financial difficulty and,
in January 2004, closed its New York office and all remaining employees and
consultants are working from their homes. Moreover, in January 2004, again as
disclosed in Bion public filings, the registration of its shares of stock was
terminated . Centerpoint, in January 2004, distributed all Bion shares it owned
pro-rata to the holders of its common stock. In respect of this distribution,
the Company received 44,240 Bion shares.
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 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 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 and electronic market and has a
majority of its operating subsidiaries in China.
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
34
for the association of the ex 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.
35
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information concerns the directors and executive officers of the
Company.
Directors and Executive Officers
As of December 31, 2003 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 ................ 37 Joint Chief Executive Officer,
Director
Howard E. Chase .............. 69 Director
Gianni Bulgari ............... 68 Director
Mark B. Segall ............... 41 Director and Secretary
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 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.
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 and
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.
36
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.
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 2003.
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, Hauser and Bulgari 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 ..... 37 Joint Chief Officer from December 1999
Chief Financial Officer from March 1998
Director of the Company from May 1997
37
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 in US$, the actual transaction
currency)
The following table shows, for the three fiscal years ended December 31, 2003,
2002 and 2001, 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$100,000 during the fiscal year ended December 31, 2003.
SUMMARY COMPENSATION TABLE
Long -Term Compensation Awards
------------------------------
Annual Other
Compensation Annual Restricted Options/
Name and Principal Position Year Salary (Lira/$) Compensation Stock SARs (#)
- --------------------------- ---- ---------------- ------------- ----- --------
Mark S. Hauser 2003 $160,000 -0- -0- -0-
President and Joint Chief Executive
Officer since December 1999 2002 $160,000 -0- -0- -0-
President and Chief Executive
Officer since March 1998 2001 $160,000 -0- -0- -0-
Emanuel Arbib(2) 2003 $100,000 -0- -0- -0-
Joint Chief Executive Officer since
December 1999 2002 $100,000 -0- -0- -0-
Chief Financial Officer since March
1998 2001 $100,000 -0- -0- -0-
(1) The aggregate amount of all perquisites and other personal benefits paid to
each of the Named Executive Officers did not exceed the greater of US$
50,000 or 10% of such Named Executive Officer's salary.
(2) In July 2001, Mr. Arbib accepted US$ 218,750 ((euro) 243,000) as payment in
full on the Debentures. 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 which supercedes a prior existing contract, for provision of merchant
banking services to the Company. Upon expiration of the above three year
contracts, a one year renewable contract was signed. 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
38
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, Mr. Hauser has agreed that his
compensation will terminate upon, and as of, any liquidation of the Company.
In February 2000, in connection with the Company's auction of the Moto Guzzi
operations, the Company and Mr. Hauser renegotiated his 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 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
repriced in 2003 to $1.25. All deferred amounts under Mr. Hauser's employment
agreement were paid in 2001. As of December 31, 2003, Mr. Hauser holds 87,917
options exercisable at $1.50 (after the 2003 repricing) and an additional 50,000
at $1.25 (after the 2003 repricing).
Mr. Hauser continued to serve as Executive Chairman of Centerpoint without
compensation until his resignation in January 2002 in connection with Bion's
acquisition of a controlling interest in Centerpoint.
Under the terms of the employment agreement entered into with Mr. Arbib in 1998,
Mr. Arbib is entitled to compensation of US$ 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 reduced to $1.50
in 2003. Cash compensation under the employment agreement was originally
deferred and accrued, and no cash compensation under the agreement was paid in
1998. Those restrictions were satisfied in 1999 and the Company commenced
payment of the accrued compensation in 1999. Mr. Arbib has agreed that his
compensation will terminate upon, and as of, any liquidation of the Company.
In February 2000, in connection with the Company's auction of the Moto Guzzi
operations, the Company and Mr. Arbib renegotiated his consulting agreement and
compensation arrangements and agreed that (i) Mr. Arbib's consulting agreement
with Moto Guzzi would terminate effective immediately and that Mr. Arbib would
be paid US$ 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, now reduced to $1.50 in 2003 and the balance only
extended to 2007. All deferred amounts under Mr. Arbib's employment agreement
were paid in 2001.
39
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, 2003, 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, 2003.
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 antidilution 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.
Options relating to 15,000 shares were issued on January 2, 2001, 2002 and 2003
at an exercise price of US$ 0.75, $1.31 and $0.25, respectively, per share and
were all repriced to $1.50 in 2003. Options are not
40
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. As of
March 31, 2004, the date of this report, 120,834 director options are issued and
outstanding and 29,166 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 $1.50.
Respectfully submitted by the Board of Directors
Mark S. Hauser
Emanuel Arbib
Howard E. Chase
Gianni Bulgari
Mark Segall
41
Ten-Year Stock Option And Warrant Repricings
The table below sets forth information concerning all repricings of options,
warrants and SARS held by any executive officer of the Company during the last
ten completed fiscal years.(all amounts in US$, the actual transaction currency)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Number of Length of
Securities Original
Underlying Option/Warrant
Options/Warrants/SARs Market Price of Exercise Price Term Remaining
Repriced or Stock at Time of at Time of New at Date of
Amended (#) Repricing or Repricing Exercise Repricing or
Name Date 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)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Azzurra (8) 2/00 250,000 (6) US$3.50 US$5.50 US$3.50 2 years (7)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Simtov, LTD (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$1.50 5 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
42
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Number of Length of
Securities Original
Underlying Option/Warrant
Options/Warrants/SARs Market Price of Exercise Price Term Remaining
Repriced or Stock at Time of at Time of New at Date of
Amended (#) Repricing or Repricing Exercise Repricing or
Name Date Amendment ($) or Amendment ($) Price($) Amendment
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Nick Speyer 6/20/03 40,000 (1) US$0.29 US$5.00 US$1.50 4 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
Azzurra (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, LTD (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$1.50 5 years (10)
- ------------------- ---------- -------------------- -------------------- ------------------ ------------ -----------------
(1) Represents shares of Common Stock underlying options.
(2) Represents option to purchase 140,000 shares of TRG's common stock granted
on March 18, 1998 upon cancellation of option to purchase 300,000 shares
of TRG's common stock.
(3) Represents option to purchase 50,000 shares of TRG's common stock granted
on March 18, 1998 upon cancellation of option to purchase 150,000 shares
of TRG's common stock.
(4) Represents option to purchase 50,000 shares of TRG's common stock granted
on March 18, 1998 upon cancellation of option to purchase 200,000 shares
of TRG's common stock.
(5) Represents option to purchase 40,000 shares of TRG's common stock granted
on March 18, 1998 upon cancellation of option to purchase 60,000 shares of
TRG's common stock.
(6) Represents shares of Common Stock underlying warrants.
(7) The expiration date of the warrants repriced in February 2000 was extended
from June 2002 to June 2007.
(8) Affiliate of Mark Hauser.
(9) Affiliate of Emanuel Arbib.
(10) The expiration date of these options and warrants were extended to July 1,
2009.
(11) The expiration date of these options were extended in 2000 to 2007, but
were not repriced.
Options/SAR Grants in Last Fiscal Year
No stock options or freestanding SARS were made to the Named Executive Officers
during the fiscal year ended December 31, 2003.
43
Aggregate Options/SAR Exercises In Last Fiscal Year And Fiscal Year-End
Option/SAR Values
The following table summarizes the number of exercisable and unexercisable
options held by the Named Executive Officers at the end of 2003.
- -----------------------------------------------------------------------------------------------
Shares Number of Securities Value of Unexercised
Acquired Value Underlying In-the-Money
Name on Realized Unexercised Options/SARs at
Exercise ($) Option/SARs at Fiscal Fiscal Year-End ($)
(#) (1) Year-End (Exercisable/Unexercisable)
(Exercisable/Unexercisable) (2)
- -----------------------------------------------------------------------------------------------
Mark Hauser - - 137,917 / 0 -
- -----------------------------------------------------------------------------------------------
Emanuel Arbib - - 72,917 / 0 -
- -----------------------------------------------------------------------------------------------
(1) None of the Named Executive Officers exercised any stock options in 2003.
(2) The fair market value of the securities underlying the options was less
than the exercise prices of the options at December 31, 2003.
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, 2003, 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.
44
Number of Shares Percentage
Name and Address of Beneficial 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 Spa............................. 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%
* 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 57.6% 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.
(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 170,000 presently exercisable options.
(6) Includes 40,000 presently exercisable options.
(7) Includes 30,000 presently exercisable options.
45
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 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, the Company's principal
subsidiary, 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 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 for
total 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 Centerpoint's claims
against IMI, (iv) assignment of 65% of Centerpoint's claims against Aprilia and
eventual rights to the balances in escrow, and (v) assignment of all of
Centerpoint's rights under the Centerpoint Loan Agreement.
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, or 100% of
OAM's investment in Centerpoint, to Bion pursuant to a Stock Purchase Agreement
dated as of January 15, 2002, for the following consideration ("Sale of the
Centerpoint Shares"): (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 Centerpoint's
claims against IMI, (vi) assignment of a 65% interest in Centerpoint's claims
against Aprilia and eventual rights to the balances in escrow, and (vii)
assignment of all of Centerpoint's rights under the Centerpoint Loan Agreement.
The Company received substantially the same value of proceeds it could have
received had it liquidated Centerpoint.
On January 15, 2002, Centerpoint closed the Bion Investment, and immediately
upon the consummation of the Bion Investment, OAM and Bion closed the Sale of
the Centerpoint Shares.
In connection with the Bion Investment, Centerpoint also approved the Sale of
the Centerpoint Shares and the Company and OAM waived their rights to cause
Centerpoint to proceed with liquidation and released Centerpoint from such
obligations.
In connection with the assignment of the claims against IMI, Aprilia and the
residual claims against amounts in escrow following the sale of Centerpoint
subsidiaries to Aprilia, 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.
For further details concerning the Bion Investment and Sale of the Centerpoint
Shares, and various agreements among Bion, Centerpoint and the Company, please
see Item 1 and Note 4 to the Consolidated Financial Statements.
46
Warrant and Option Repricing
In February 2000, and in June 2003, the Company repriced and extended various
options and warrants owned by executive officers and affiliates of the Company.
Please see Note 10 "Stock Option and Warrant " in Item 8.
Centerpoint Loan and early payoff of Debentures
Centerpoint loaned US$4,200,000 (actual transaction currency) to the Company
("Centerpoint Loan"); which the Company used to retire the Convertible
Debentures. The Centerpoint Loan documents and the related Promissory Note were
assigned to OAM , the Company's wholly owned subsidiary, in January 2002, in
connection with the Bion Transactions (see Item 8 for further information).
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.
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 2003, it appears that
all officers and/or directors of the Company complied with their Section 16
reporting requirements.
47
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
Deloitte & Touche S.p.A. billed the Company (euro)35,000 and (euro)35,000, in
the aggregate, for professional services rendered by it for each of the fiscal
years ended December 31, 2003 and December 31, 2002, 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,
2003 or December 31, 2002 (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, 2003 and
December 31, 2002 for fees of US$26,000 (actual transaction currency)
((euro)23,000) and US$52,000 (actual transaction currency) ((euro)55,000)
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, 2003 or December 31, 2002.
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors The policy of the Company's directors who perform the
functions customarily performed by an audit committee is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit related services, tax services,
and other services.
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.
48
PART IV
ITEM 15. 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, 2003.
(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, LDC (filed as Exhibit 4.4 to
November 17, 1998 Current Report on Form 8-K).
49
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).
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 Joint Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of Joint Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
50
32.1 Certification of Joint Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Joint Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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
51
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, 2003 and is qualified in its
entirety by reference to such financial statements.
Period 12 months
Fiscal Year End December 31, 2003
Period End December 31, 2003
Item No. Item Description Amount*
- -------- ---------------- -------
US$
---
5-01(1) Cash and cash items 4,750,000
5-02(2) Marketable securities 0
5-02(3)(a)(1) Notes and accounts receivable - trade 0
5-02(3)(a)(4) Notes and accounts receivable - other 0
5-02(4) Allowances for doubtful accounts 0
5-02(6) Inventory 0
5-02(9) Total current assets 4,875,000
5-02(13) Property, plant and equipment 3,000
5-02(14) Accumulated depreciation (3,000)
5-02(18) Total assets 5,237,000
5-02(21) Total current liabilities 978,000
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 69,000
5-02(32) Other stockholders' equity 3,539,000
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 1,220,000
5-03(b)(3) Other income/(expenses) 2,507,000
5-03(b)(5) Provision for doubtful accounts and notes 0
5-03(b)(8) Interest income/(expense) and amortization of debt discount 44,000
5-03(b)(10) Income/(loss) before taxes and other items 1,228,000
5-03(b)(11) Income tax expense (161,000)
5-03(b)(14) Income/(loss) 1,066,000
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) 1,066,000
5-03(b)(20) Earnings per share - primary (0.25)
5-03(b)(20) Earnings per share - fully diluted (0.25)
o U.S. dollar amounts are based on conversion rate of 1 (euro) = $1.26, which
prevailed on December 31, 2003
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.
52
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a) 1 and 2)
Page
----
Report of Independent Public Accountants 14
Consolidated Balance Sheets - Assets 15
Consolidated Balance Sheets - Liabilities and
Shareholders' Equity 16
Consolidated Statements of Operation 17
Consolidated Statements of Changes in the Shareholders' 18
Equity (Deficit)
Consolidated Statements of Cash Flows 19
Notes to Consolidated Financial Statements 20
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.
53