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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission file number - 0-2642
TRIDENT ROWAN GROUP, INC
-------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
299 Park Avenue, 16th Floor, New York, New York 10171
-----------------------------------------------------
(Address of principal executive offices - Zip code)
Registrant's telephone number, including area code: (212) 644-4441
Former name, former address and former fiscal year, if changed since last
report.
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by checkmark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes No X
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date.
Common stock, par value $.01 per share, 4,064,900 shares outstanding as of March
31, 2004.
TRIDENT ROWAN GROUP, INC.
INDEX
Page
----
Part I Financial Information...............................................3
Item 1 Financial Statements................................................3
Consolidated Balance Sheets at March 31, 2004 - Assets....................3
Consolidated Balance Sheets at March 31, 2004 - Liabilities and
Shareholders' Equity......................................................4
Consolidated Statements of Operations for the three months
to March 31, 2004.........................................................5
Consolidated Statements of Changes in Shareholders' Equity................6
Consolidated Statements of Cash Flows.....................................7
Notes to Consolidated Financial Statements................................8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations................................11
Item 3 Quantitative and Qualitative Disclosures About Market
Risk...............................................................12
Item 4 Controls and Procedures............................................12
PART II-- OTHER INFORMATION..................................................12
Item 1 Legal Proceedings..................................................12
Item 2 Changes in Securities, Use Of Proceeds and Issuer
Purchases of Equity Securities.....................................14
Item 3 Defaults Upon Senior Securities....................................14
Item 4 Submission of Matters to a Vote of Securities Holders..............14
Item 5 Other Information..................................................14
Item 6 Exhibits and Reports On Form 8-K...................................14
Signatures...................................................................15
2
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
March 31, 2004 and December 2003
Mar.31 Mar.31 Dec. 31
2004 2004 2003
US$'000 (euro)'000 (euro)'000
ASSETS
Cash................................................. $ 4,363 (euro) 3,550 (euro) 3,770
Marketable Securities at cost 634 516
Receivables ......................................... 14 11 0
Prepaid expenses .................................... 82 67 99
------- ------- -------
TOTAL CURRENT ASSETS 5,093 4,144 3,869
------- ------- -------
Property, plant and equipment ....................... 0 0 0
At cost ........................................... 2 2 2
Less allowances for depreciation .................. (2) (2) (2)
Other receivables ................................... 324 264 287
------- ------- ------
TOTAL ASSETS $ 5,417 (euro) 4,408 (euro) 4,156
======= ======= =======
Note: The balance sheet as at December 31, 2003 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles.
See Notes to Consolidated Financial Statements
3
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
March 31, 2004 and December 2003
Mar. 30 Mar. 30 Dec. 31
2004 2004 2003
US$'000 (euro)'000 (euro)'000
LIABILITIES
Accounts payable ..................................... $ 173 (euro) 141 (euro) 139
Accrued expenses and other payables .... 329 268 637
-------------- --------------- ---------------
TOTAL CURRENT LIABILITIES 502 409 776
-------------- --------------- ---------------
Provision for claims and contingent liabilities 160 130 440
Minority interests .................................. 97 79 77
SHAREHOLDERS' EQUITY ................ 4,658 3,790 2,863
Common stock, par value $0.01 per share:
Authorised 50,000,000 shares;
4,064,900 shares outstanding; 68 55 55
Additional paid-in capital ........................ 67,735 55,114 55,114
Treasury stock, at cost ........................... (30,413) (24,746) (24,746)
Cumulative translation adjustment .......... (1,577) (1,283) (1,293)
Accumulated deficit ................................. (31,155) (25,350) (26,267)
-------------- --------------- ---------------
LIABILITIES AND SHAREHOLDERS' EQUITY $ 5,417 (euro) 4,408 (euro) 4,156
============== =============== ===============
Note: The balance sheet as at December 31, 2003 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles.
See Notes to Consolidated Financial Statements
4
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements
of Operations 3 Months ended March 31, 2004 and 2003
Mar.31 Mar.31 Mar.31
2004 2004 2003
US $'000 Euro'000 Euro'000
Selling, general and administrative expenses .. (253) (202) (194)
---------------- ------------- -----------------
Operating loss ..................................... (253) (202) (194)
Interest expense ................................... (5) (4) 0
Interest income .................................... 69 55 13
Other (expense)/income, net ........................ 1,346 1,077 (69)
---------------- ------------- -----------------
Profit/(loss) before income taxes and
minority interests ............................... 1,157 926 (250)
Income taxes ....................................... 0 0 0
Minority interests ................................. (11) (9) 2
---------------- ------------- -----------------
Net profit/(loss).................................. 1,146 917 (248)
================ ============= =================
PROFIT/(LOSS) PER SHARE: $
BASIC
0.28 0.23 (0.06)
---------------- ------------- -----------------
0.28 0.23 (0.06)
---------------- ------------- -----------------
Weighted average number of common shares
outstanding during the period
Basic ............................................. 4,064,900 4,064,900 4,064,900
================ ============= =================
Diluted ........................................... 4,064,900 4,064,900 4,064,900
================ ============= =================
See Notes to Consolidated Financial Statements
5
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Shareholders' Equity
March 31, 2004
Additional Other TOTAL Comprehensive
Common paid-in Treasury comprehensive Accumulated SHAREHOLDERS' income/
stock capital stock income deficit EQUITY (loss)
Euro '000 --------- ----------- ----------- -------------- ----------- --------------- ------------
At December 31, 2003 (euro)'000 55 55,114 (24,746) (1,293) (26,267) 2,863
Net Profit (Loss) -- -- -- -- 917 917 917
Translation adjustment -- -- -- 10 -- 10 10
------- ------- -------- ------- ------- ------- -------
At March 31, 2004 ...... (euro)'000 55 55,114 (24,746) (1,283) (25,350) 3,790 927
At March 31, 2004 ...... $'000 68 67,735 (30,413) (1,577) (31,155) 4,658 1,139
======= ======= ========= ======== ========= ======= =======
Accumulated other comprehensive income is represented by differences from the
change in exchange rates from period to period on translation of the financial
statements of non Italian subsidiaries.
See Notes to Consolidated Financial Statements
6
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
March 31, 2004 and 2003
Mar.31 Mar.31 Mar.31
2004 2004 2003
US $'000 (euro)'000 (euro)'000
Net income (loss) from continuing operations 1,146 917 (248)
Adjustments to reconcile net profit (loss) to net
cash provided by continuing operations:
Depreciation and amortization
Minority interests
Gain/(Loss) on disposals of subsidiaries -
Release of Escrow on LITA settlement (634) (516)
Reversal of Provision for claims and contingencies (381) (310)
Changes in operating assets and liabilities:
Trade and other receivables (49) (40) (276)
Prepaid expenses 39 32 65
Accounts payable, accrued expenses and claims (451) (367) 380
Disposal of Investments, net of reserves
------- ------- -------
Net cash(used)/provided by operating activities (330) (284) (79)
------- ------- -------
Investing activities:
Net (increase)/decrease in investments
Purchase of minority interest in Bion, net of cash
Proceeds from disposal of subsidiaries, net of cash disposed
Proceeds from disposal of other assets, net
------- ------- -------
Net cash (used)/provided by investing activities 0 0 0
------- ------- -------
Increase/(decrease) in cash from continuing operations (330) (284) (79)
Exchange movement on opening cash 61 64 (182)
Cash, beginning of period 4,633 3,770 3,256
------- ------- -------
Cash, end of period 4,364 3,550 2,995
======= ======= =======
See Notes to Consolidated Financial Statements
7
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2004
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. For a summary of the Registrant's accounting principles, and other
footnote information, reference is made to the Registrant's 2003 Annual Report
on Form 10-K. All adjustments necessary for the fair presentation of the results
of operations for the interim periods covered by this report have been included.
All of such adjustments are of a normal and recurring nature. The results of
operations for the three months ended March 31, 2004 are not necessarily
indicative of the operating results for the full year.
The consolidated financial statements were shown in Euro ("(euro)") because all
of the Company's material operating subsidiaries were based in and operated
entirely in Italy. Thereafter, from January 1, 2002, the reporting currency of
the Company was changed to Euro. Accordingly, the consolidated financial
statements at March 31, 2004 continue to be shown in Euro. Pending evaluation of
its alternatives, following the disposal of its operations the Company invested
the major part of it assets in Euro denominated cash, and then moved these
amounts to US$-denominated bank accounts. The translation of Euro amounts into
U.S. dollar amounts in the financial statements unless otherwise indicated, is
included solely for the convenience of the readers of the financial statements
and has been calculated at the rate of US$ 1.229 to (euro)1, the approximate
exchange rate at March 31, 2004. It should not be construed that the assets and
liabilities, expressed in U.S. dollar equivalents, can actually be realized in
or extinguished in U.S. dollars at that or any other rate. All currency amounts
in these financial statements are in Euro unless specifically designated in
other currencies.
When the actual currency of the transaction is denominated in US Dollars, then
the US Dollar amount has been shown in the relevant note and/or table and
indicated as "US Dollar, actual transaction currency".
NOTE 2 - 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. For this
release, the Company paid (euro) 30,000 in 2004 and has recorded a gain of
(euro)486,000 in the first quarter of 2004.
NOTE 3 - DEAL WITH COMTECH
- -------------------------------
Following a non-binding letter of intend dated December 30, 2003 between the
Company and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the
Company and Comtech entered into an agreement in principle pursuant to which,
Comtech may transfer all of its equity to the Company and the Company, in turn,
may issue to Comtech's shareholders 42,000,000 shares of the Company's stock.
Following the transaction, Comtech's shareholders may control approximately
91.2% of the Company's common stock (87.5% including options and warrants
outstanding). Comtech is in the business of distributing electronic components,
providing value added design services and developing and manufacturing
electronic components for the telecommunications and electronic market and has a
majority of its operating subsidiaries located in China.
8
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements March 31, 2003
NOTE 4 - INVESTMENTS
- --------------------
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 thousand
from the escrow account (see Note 2) to Aprilia in respect of the Alleged
Claims. Centerpoint disputed the Alleged Claims and requested an arbitration.
Centerpoint and OAM, in October 2003, entered into a settlement agreement with
Aprilia, with the latter paying (euro) 1,420,000 to Centerpoint, including
(euro) 207,000 of legal fees. An equivalent of 65% of the net proceeds of this
settlement was recorded by OAM in "other income," as the right to the 35% of the
proceeds was owed to Centerpoint (no longer a related party of the Company as of
December 31, 2003).
The residual balance of approximately (euro) 600 thousand remaining in the
escrow account relates to eventual claims regarding taxes and social security
contributions and such balance, if any, after eventual successful claims by
Aprilia, will be released in September 2007. OAM is entitled to 65% of amounts
eventually released; this contingent asset has been valued at zero since 2000.
Bion transaction
- ----------------
In January 2004 Bion closed its New York office, and all remaining employees and
consultants are working from their homes. Bion needs additional funds to
continue its operations which it has severely limited. There can be no assurance
that Bion will be able to obtain such additional funds. On January 14, 2004,
Bion filed a Certification and Notice of Termination of Registration with the
SEC, and as a result is no longer a publicly held Company.
In January 2004 Centerpoint distributed all Bion shares owned by it pro-rata to
the holders of it's Common Stock. As a result, the Company received an
additional 44,240 Bion shares, which are considered to be of no value.
9
NOTE 5 - LITIGATION PENDING
- ---------------------------
Dispute with IMI concerning its 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 judgement is low and the potential liability remote.
10
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
- -----------------------------------------------------------------------
Portions of the discussion and analysis below contain certain "forward looking"
statements which involve risks and uncertainties. The Company's actual results
may differ significantly from the results discussed in the forward looking
statements. Factors that might cause such a difference include, but are not
limited to, lack of adequate capital to continue operations, changes in currency
exchange rates, other factors discussed in the report as well as factors
discussed in other filings made with the Securities and Exchange Commission.
Although the Company believes that the assumptions underlying the forward
looking statements contained herein are reasonable, any of the assumptions could
prove inaccurate, and therefore, there can be no assurance that the forward
looking statements included herein will prove to be accurate.
Three months ended March 31, 2004 compared to three months ended March 31,
2003
- --------------------------------------------------------------------------
Selling, general and administrative expenses of (euro) 202 thousand were in line
with those of the same period of last year. Other costs include rent and office
expenses for the Company's offices in Milan, Italy, tax, accounting and
compliance costs in the U.S. and Italy, public company costs in the U.S., D&O
insurance costs and certain statutory costs in Italy.
In 2004, other income and (expense) includes the gain from the LITA settlement
of (euro)516 thousand, gain from the reduction, by Euro 310 thousand, of claims
and contingencies, a gain of Euro 81 thousand from the reduction in tax
contingencies and the balance of other income (expense) for foreign exchange
gains. In 2003, other income and (expense), net, includes (euro)74 thousand of
income from a fee from the release of Bion anti-dilution provision and the
difference of (euro)143 thousand is chiefly due to exchange losses.
Interest expense in the 3 months to 31 March 2004 was (euro)4 thousand compared
to (euro)0 in 2003. Interest income in 2004 amounted to (euro) 55 thousand,
compared to (euro) 13 thousand in 2003, and includes the interest receivable on
the LITA marketable securities of (euro)46 thousand.
As a result of the above items, in the quarter ended March 31, 2004 closed with
a profit from continuing operations before taxes and minority interests of
(euro)926 thousand. The Company recorded a net profit of (euro)917 thousand in
the three months to March 31, 2004 compared to a net loss of (euro) 248 thousand
in the corresponding period of 2003.
Liquidity and Capital Resources
Significant cash activities in the three months ended March 31, 2004
There were no significant cash activities during the quarter.
Future liquidity needs
As of April 30, 2004, the Company has approximately (euro) 4.0 million (US$ 4.9
million at exchange rates prevailing at April 30, 2004) in cash and marketable
securities. Management believes such amounts to be sufficient to fund the
Company's activities 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. The Company continues to incur ongoing
corporate overhead costs that include executive salaries for Mark Hauser and
Emanuel Arbib, D & O Insurance and professional fees to lawyers, accountants and
bankers, principally in connection with the Company's public filings.
11
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The fair value of cash and cash equivalents approximates its carrying value.
Since, at March 31, 2004, 86% of the Company's cash is held in U.S. Dollars and
the functional currency is Euro, the Company is subject to exchange rate
fluctuations.
Fluctuations in the exchange rates between the Lira and the U.S. dollar affect
the U.S. dollar equivalents of the Company's reported revenues and earnings. The
Company, which no longer has any operations, believes that its exposure to
foreign currency exchange rate risk is not material and does not currently
engage in hedging activities to reduce its exposure to exchange rate
fluctuations.
The Company does not have any derivative financial instruments and believes its
exposure to interest rate risk and other relevant market risks is not material.
Item 4. Controls and Procedures
The Company maintains a system of internal controls and procedures designed to
provide reasonable assurance as to the reliability of its published financial
statements and other disclosures included in this report. Based on its
evaluation, as of end of the end of the period covered by this Quarterly Report
on Form 10-Q, its Co-Chief Executive Officers have concluded that its disclosure
controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, as amended) are effective. There have been no
significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are or were involved in the following
litigation:
Rawlings Litigation - settled in 2002
An action entitled "Rawlings Sporting Goods Co., Inc. v. Trident Rowan
Group, Inc. et al.," was filed in the United States District Court for the
Northern District of New York by Rawlings Sporting Goods Co ("Rawlings"), the
owner of property located in Salisbury, New York, in August 1998. The action
seeks to hold the Company liable for costs that Rawlings allegedly incurred in
response to the release or threatened release of allegedly hazardous substances
on land allegedly owned by the Company between 1948 and 1970, and used by a
third party. The compliant was amended in December 2000 to further allege that
the Company still owns a portion of the allegedly contaminated land.
The Company settled the matter with Rawlings on February 11, 2002. The
Company, in May 2002, transferred to Rawlings 160,000 Centerpoint Class A Common
Stock pursuant to a term of a settlement agreement with the Company and Rawlings
voluntarily dismissing the action and released each other from all claims
relating to the action.
Wilson and Travelers Litigation - settled in 2003
The Company is the subject of an action in the Court of Common Pleas, a
Pennsylvania State Court situated in Philadelphia, entitled "John Wilson et al.
v. Trident Rowan Group, Inc. et al" (the "Wilson Litigation"). The Wilson
Litigation was an action eventually consolidated with a related, companion
action against other parties. The plaintiff (John Wilson) was seeking damages
for serious burn injuries he allegedly sustained in 1996 from working with a
starter unit claimed to have been manufactured in the 1950's by a company once
owned by a predecessor of the Company. The case was settled in 2000 with the
Company and Gould Electronics, Inc. ("Gould"), a co-defendant, each paying 50%
of the US$ 2,050,000 (actual transaction currency) settlement amount, subject to
resolution of certain issues between them.
In March 1999, the Company separately brought suit against Travelers, the
Company's insurer, who disclaimed coverage and defense of the suit, to compel it
to resume coverage of the underlying claim and to assume the costs of defense of
the Wilson Litigation. In May 2001, the United States District Court granted
summary judgment in favor of the Company, holding that Travelers must indemnify
the Company for liability incurred and attorney's fees paid in connection with
the Wilson Litigation, plus interest.
Pursuant to the May 2001 judgment, on June 11, 2001, the Company submitted
to the Court a proposed form of judgment requiring Travelers to (i) pay the
Company US$ 2,050,000 (actual transaction currency) plus interest, attributable
to the sums the Company has and will have to spend in settlement of the Wilson
Litigation, (ii) US$ 764,045 (actual transaction currency) plus interest,
representing costs and attorneys fees incurred in defending the Wilson
Litigation, and (iii) US$ 78,975 (actual transaction currency) plus interest,
representing costs and attorneys fees incurred by the Company in prosecuting its
claims against Travelers.
On June 11, 2001, Travelers filed with the Court a motion for
Reconsideration of Order or in the Alternative For Resolution of Certain
Undecided Issues, seeking reconsideration of the
12
judgment, or in the alternative asking the Court to confirm that Travelers
liability is limited to US$ 1,000,000 (actual transaction currency) and that
Travelers is entitled to charge the Company a reasonable premium for the
liability coverage
In January 2002, the judge in the Company's litigation against Travelers
determined that Travelers was liable to the Company for US$ 1,000,000 (actual
transaction currency), plus the Company's legal fees in connection with the
Wilson Litigation, less a reasonable premium. Travelers subsequently challenged
the reasonableness of the legal fees. In July 2002, the judge ruled that the
fees were reasonable provided certain duplications are eliminated. In September
2002, the Court rendered a judgment in favor of the Company in the amount of US$
1,822,979 (actual transaction currency). Travelers appealed the judgment and the
parties entered into a settlement agreement pursuant to which Travelers paid
US$1,450,000 (actual transaction currency) to the Company in December 2003.
Aprilia Claims under the Share Purchase Agreement; Payment by IMI;
Request for Arbitration; Settlement
Aprilia asserted in 2000 various claims against Centerpoint relating to
Centerpoint's representations and warranties under the Share Purchase Agreement
(the "Alleged Claims") for the sale of the Moto Guzzi operations. In 2001, IMI,
the escrow agent under the Escrow Agreement, paid (euro) 3,931 thousand from the
escrow account (see Note 3a in Item 8) to Aprilia in respect of the Alleged
Claims. Centerpoint disputed the Alleged Claims and requested an arbitration.
Centerpoint and Aprilia, in October 2003, entered into agreement to settle the
matter with Aprilia paying (euro) 1,420,256 including (euro) 206,583 of legal
fees. The right to 35% of the net proceeds of this settlement is owned by
Centerpoint (which is no longer a related party of the Company at the time of
the settlement).
Pending
IMI Fees
In connection with the sale of Moto Guzzi to Aprilia, IMI was paid (euro)
5,888 thousand in fees and expenses it claimed under its engagement letter with
the Company. The Company disputed the calculation of IMI's fees and on February
7, 2002 brought a suit in the Milan Court in Italy seeking reimbursement of
(euro) 4,527 thousand (approximately US$ 5.7 million at 2003 year-end exchange
rates). The judge handling the lawsuit has heard the case several times in 2002
and 2003. As of March 31, 2004, the lawsuit is still pending. However, the
Company is in discussions with IMI for an eventual out-of-court settlement.
CDS Srl
In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from OAM
real estate in via Baronia, Rome and entered into a leasing arrangement with the
leasing company. Subsequently, on October 9, 1999, CDS brought a claim against
OAM in the Rome Civil Court alleging that the commercial designation of the
property in 1998 was not properly disclosed and consequently its lease payments
were excessive and sought reimbursement of the lease payments that it considered
excessive from OAM in an aggregate amount of approximately (euro)800 thousand.
The proceedings have continued intermittently over the years. On March 25,
2004, the Court requested that the parties present their conclusions in order
for it to render a final verdict, presumably within 80 days. It is management's
opinion that the risk of a negative judgment is low and the potential liability
remote.
13
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
Item 5. Other Information
None.
Item 6. Exhibit and Reports on Form 8-K
A. Exhibits required by Item 601 of Regulation S-K:
31.1. Certification of the Joint Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Joint Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification of the Joint Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2 Certification of the Joint Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
B. Reports on Form 8-k
None
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIDENT ROWAN GROUP, INC.
Dated: May 25, 2004 By: /s/ Mark Hauser
----------------------------
Mark S. Hauser
President/Joint Chief Executive Officer
Dated: May 25, 2004 By: /s/ Emanuel M. Arbib
---------------------------
Emanuel M. Arbib,
Joint Chief Executive Officer
15
Joint Chief Executive Officers
Appendix A to Item 601(c) of Regulation S-K
(Article 5 of Regulation S-X)
Commercial and Industrial Companies
This schedule contains summary financial information extracted from the
unaudited financial statements dated, March 31, 2004 and is qualified in its
entirety by reference to such financial statements.
Item No. Item Description Amount*
US$
5-01(1) Cash and cash items 4,363,000
5-02(2) Marketable securities 634,000
5-02(3)(a)(1) Notes and accounts receivable - trade 0
5-02(3)(a)(4) Notes and accounts receivable - 14,000
5-02(4) Allowances for doubtful accounts 0
5-02(6) Inventory 0
5-02(9) Total current assets 5,093,000
5-02(13) Property, plant and equipment 18,000
5-02(14) Accumulated depreciation (15,000)
5-02(18) Total assets 5,417,000
5-02(21) Total current liabilities 503,000
5-02(22) Bonds, mortgages and similar debt 0
5-02(28) Preferred stock - mandatory redemption 0
5-02(29) Preferred stock - non-mandatory redemption 0
5-02(31) Common stock 68,000
5-02(32) Other stockholders' equity 4,590,000
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 202,000
5-03(b)(3) Other income/(expense) 1,077,000
5-03(b)(5) Provision for doubtful accounts and notes 0
5-03(b)(8) Interest and amortization of debt discount 0
5-03(b)(10) Income/(loss) before taxes and other items 0
5-03(b)(11) Income tax expense 0
5-03(b)(14) Income/(loss) continuing operations 926,000
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 917,000
5-03(b)(20) Earnings per share - primary 0.27
5-03(b)(20) Earnings per share - fully diluted 0.27
*Dollar amounts are based on conversion rate of U.S.$1.229 = (euro)1 which
prevailed on March 31, 2004.
Dated: April 30, 2004 By:
------------------------------
Emanuel M. Arbib,
Joint Chief Executive Officer
16