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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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
COMTECH GROUP, INC
------------------
(Exact name of registrant as specified in its charter)
Maryland 52-0466460
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Room 1001, Tower C, Skyworth Building
High-Tech Industrial Park, Nanshan, Shenzhen 5180, PRC
------------------------------------------------------
(Address of principal executive offices Zip code)
Registrants telephone number, including area code: 011-755-267-4327
TRIDENT ROWAN GROUP, INC.
299 PARK AVENUE, 16TH FLOOR, NEW YORK, NEW YORK 10171
-----------------------------------------------------
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|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
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, 44,422,050 shares outstanding as of
August 13, 2004.
2
COMTECH GROUP, INC. f/k/a TRIDENT ROWAN GROUP, INC.
INDEX
Page
----
PART I FINANCIAL INFORMATION................................................................................4
Item 1. Financial Statements.................................................................................4
Consolidated Balance Sheets at June 30, 2004 - Assets................................................4
Consolidated Balance Sheets at June 30, 2004 - Liabilities and Shareholders' Equity..................5
Consolidated Statements of Operations for the three months endedJune 30, 2004........................6
Consolidated Statements of Operations for the six months ended June 30, 2004.........................7
Consolidated Statements of Changes in Shareholders' Equity...........................................8
Consolidated Statements of Cash Flows................................................................9
Notes to Consolidated Financial Statements..........................................................10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...............13
Item 3. Quantitative and Qualitative Disclosures about Market Risk..........................................14
Item 4. Controls and procedures.............................................................................15
PART II - OTHER INFORMATION....................................................................................15
Item 1. Legal Proceedings...................................................................................15
Item 2. Changes in Securities and Use of Proceeds...........................................................16
Item 3. Defaults upon Senior Securities.....................................................................16
Item 4. Submission of Matters to a Vote of Securities Holders...............................................16
Item 5. Other Information...................................................................................16
Item 6. Exhibits and Reports on Form 8-K....................................................................16
Signatures...............................................................................................18 to 23
3
THE COMPANY'S AUDITORS HAVE NOT REVIEWED THE 10-Q FINANCIAL STATEMENTS, OR NOTES
THERETO.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
June 30, 2004 and December 2003
Dec. 31,
June 30, 2004 June 30, 2004 2003
US$'000 (euro)`000 (euro)`000
----------- ------------ ------------
ASSETS.......................................................
Cash and cash equivalents.................................... $ 4,518 (euro) 3,709 (euro) 3,770
Receivables.................................................. 61 50 0
Prepaid expenses............................................. 17 14 99
----------- ------------ ------------
TOTAL CURRENT ASSETS 4,596 3,773 3,869
----------- ------------ ------------
Property, plant and equipment................................ 3 3 0
At cost................................................ 18 15 2
Less allowances for depreciation....................... (15) (12) (2)
Other receivables............................................ 294 241 287
----------- ------------ ------------
TOTAL ASSETS $ 4,893 (euro) 4,017 (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
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
June 30, 2004 and December 2003
Dec. 31,
June 30, 2004 June 30, 2004 2003
US$'000 (euro)`000 (euro)`000
----------- ------------ ------------
LIABILITIES
Accounts payable............................................. $ 545 (euro) 447 (euro) 139
Accrued expenses and other payables.......................... 40 33 637
----------- ------------ ------------
TOTAL CURRENT LIABILITIES 585 480 776
----------- ------------ ------------
Provision for claims and contingent liabilities.............. 158 130 440
Minority interests........................................... 133 109 77
SHAREHOLDERS' EQUITY......................................... 4,017 3,298 2,863
Common stock, par value $0.01 per share:
Authorised 50,000,000 shares; 3,919,900 shares outstanding;.. 67 55 55
Additional paid-in capital................................... 67,129 55,114 55,114
Treasury stock, at cost...................................... (30,200) (24,795) (24,746)
Cumulative translation adjustment............................ (1,412) (1,159) (1,293)
Accumulated deficit.......................................... (31,567) (25,917) (26,267)
----------- ------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY......................... $ 4,893 (euro) 4,017 (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
5
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
3 Months ended June 30, 2004 and 2003
June 30, 2004 June 30, 2004 June 30, 2003
US$'000 (euro)`000 (euro)`000
--------- --------- ---------
Selling, general and administrative expenses................. (1,075) (876) (203)
--------- --------- ---------
Operating loss............................................... (1,075) (876) (203)
Interest expense............................................. (11) (9) 0
Interest income.............................................. 13 11 8
Other (expense)/income, net.................................. 413 337 9
--------- --------- ---------
Profit/(loss) from continuing operations before income
taxes and minority interests............................ (660) (537) (186)
Income taxes................................................. 0 0 0
Minority interests........................................... (37) (30) 7
--------- --------- ---------
Profit/(loss) from continuing operations..................... (697) (567) (179)
--------- --------- ---------
Net profit/(loss)............................................ (697) (567) (179)
========= ========= =========
PROFIT/(LOSS) PER SHARE: $ (euro) (euro)
BASIC
Continuing operations........................................ (0.18) (0.14) (0.04)
--------- --------- ---------
(0.18) (0.14) (0.04)
========= ========= =========
Weighted average number of common shares
outstanding during the period
No. No. No.
Basic........................................................ 3,919,900 3,919,900 4,064,900
========= ========= =========
Diluted...................................................... 3,919,900 3,919,900 4,064,900
========= ========= =========
See Notes to Consolidated Financial Statements
6
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
6 Months ended June 30, 2004 and 2003
June 30, 2004 June 30, 2004 June 30, 2003
US$'000 (euro)`000 (euro)`000
--------- --------- ---------
Selling, general and administrative expenses................. (1,323) (1,078) (397)
--------- --------- ---------
Operating loss............................................... (1,323) (1,078) (397)
Interest expense............................................. (16) (13) 0
Interest income.............................................. 81 66 21
Other (expense)/income, net.................................. 1,735 1,414 (60)
--------- --------- ---------
Profit/(loss) from continuing operations before income
taxes and minority interests............................ 477 389 (436)
Income taxes................................................. 0 0 0
Minority interests........................................... (48) (39) 9
--------- --------- ---------
Profit/(loss) from continuing operations..................... 429 350 (427)
--------- --------- ---------
Net profit/(loss)............................................ 429 350 (427)
========= ========= =========
PROFIT/(LOSS) PER SHARE: $ (euro) (euro)
BASIC
Continuing operations........................................ 0.11 0.09 (0.11)
--------- --------- ---------
0.11 0.09 (0.11)
========= ========= =========
Weighted average number of common shares
outstanding during the period
No. No. No.
Basic........................................................ 3,919,900 3,919,900 4,064,900
========= ========= =========
Diluted...................................................... 3,919,900 3,919,900 4,064,900
========= ========= =========
See Notes to Consolidated Financial Statements
7
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Shareholders' Equity
June 30, 2004
Other
Common Additional comprehensive Accumulated
Euro `000 stock paid-in capital Treasury stock income deficit
------ --------------- -------------- ------------- -----------
At December 31, 2003...........(euro)'000 55 55,114 (24,746) (1,293) (26,267)
Net Profit (Loss).............. -- -- -- -- 917
Translation adjustment......... -- -- -- 10 --
------ --------------- -------------- ------------- -----------
At March 31, 2004 .............(euro)'000 55 55,114 (24,746) (1,283) (25,350)
Net Profit (Loss).............. -- -- -- -- (567)
Repurchase Shares.............. (49)
Translation adjustment......... -- -- -- 124 --
------ --------------- -------------- ------------- -----------
At June 30, 2004 ..............(euro)'000 55 55,114 (24,795) (1,159) (25,917)
At June 30, 2004 .............. $'000 67 67,129 (30,200) (1,412) (31,567)
====== =============== ============== ============= ===========
TOTAL
SHAREHOLDERS' Comprehensive
Euro `000 EQUITY income/(loss)
------------- -------------
At December 31, 2003...........(euro)'000 2,863
Net Profit (Loss).............. 917 917
Translation adjustment......... 10 10
------------- -------------
At March 31, 2004 .............(euro)'000 3,790 927
Net Profit (Loss).............. (567) (567)
Repurchase Shares.............. (49)
Translation adjustment......... 124 124
------------- -------------
At June 30, 2004 ..............(euro)'000 3,298 484
At June 30, 2004 .............. $'000 4,017 590
============= =============
Accumulated other comprehensive income is represented by differences from the
change in exchange rates from period to period on translation of the financial
statements of non Italian subsidiaries.
See Notes to Consolidated Financial Statements
8
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
June 30, 2004 and 2003
June 30, 2004 June 30, 2004 June 30, 2003
US$'000 (euro)`000 (euro)`000
------------- ------------- -------------
Net income (loss) from continuing operations 429 350 (427)
Adjustments to reconcile net profit (loss) to net cash
provided by continuing operations:
Depreciation and amortization 9
Minority interests 39 32 6
Release of Escrow on LITA settlement (628) (516)
Reversal of Provision for claims and contingencies (378) (310)
Changes in operating assets and liabilities:
Trade and other receivables (5) (4) 38
Prepaid expenses 104 85 48
Accounts payable, accrued expenses and claims (300) (246) (41)
Disposal of Investments, net of reserves
------------- ------------- -------------
Net cash(used)/provided by operating activities (739) (609) (367)
------------- ------------- -------------
Investing activities:
Repurchase of shares (60) (49)
Proceeds from IMI settlement 454 373
Proceeds from disposal of other assets, net
------------- ------------- -------------
Net cash (used)/provided by investing activities 395 324 0
------------- ------------- -------------
Increase/(decrease) in cash from continuing
operations (344) (285) (367)
Exchange movement on opening cash 270 224 (239)
Cash, beginning of period 4,592 3,770 3,256
------------- ------------- -------------
Cash, end of period 4,518 3,709 2,650
============= ============= =============
See Notes to Consolidated Financial Statements
9
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 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 six months ended June 30, 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 entities were based in and operated entirely
in Italy. Accordingly, the consolidated financial statements at June 30, 2004
continue to be shown in Euro. Pending evaluation of its alternatives, the
Company invested the major part of it's assets in Euro denominated cash, and
then moved these amounts to US$-denominated bank accounts. The translation of
Euro amounts into U.S. dollar amounts is included solely for the convenience of
the readers of the financial statements and has been calculated at the rate of
US$ 1.218 to (euro)1, the approximate exchange rate at June 30, 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 - SETTLEMENT OF IMI FEE DISPUTE
On June 21, 2004 the Company entered into an out-of-court settlement with Banca
di Intermidiazione Mobiliare IMI S.p.A ("IMI") to settle a fee dispute in
connection with the sale of the subsidiaries of Centerpoint (a former subsidiary
of the Company) to Aprilia S.p.A. The settlement was for (euro)700 thousand, of
which the Company received (euro)373 thousand, its share of the settlement. In
connection with agreeing to the settlement, the Company paid (euro)115 thousand
to TCMP 3 Partners LLC to settle certain claims against former Centerpoint
directors. (See Notes 5 and 6 below).
NOTE 3 - 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 further obligations under an escrow pertaining to potential tax
liabilities in connection with the Company's sale of LITA, 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 thousand in the first quarter of 2004.
10
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2004
NOTE 4 - AGREEMENT WITH COMTECH
On May 25, 2004, the Company entered into a Share Exchange Agreement with
Comtech Group, Inc., a Cayman Islands corporation ("Comtech") and Comtech's
shareholders, Comtech Global Investment Ltd., Purple Mountain Holding Ltd. and
Ren Investment Ltd., (collectively, the "Comtech Shareholders"), pursuant to
which the Company was to acquire all of the issued and outstanding shares of
stock of Comtech in exchange for the issuance of shares of the Company's common
stock to the Comtech Shareholders. Comtech is a design solutions provider, in
the business of providing value-added design services and developing customized
electronic components for manufacturers in the wireless communication and
telecom equipment industries. The majority of Comtech's operating subsidiaries
are located in China.
On July 22, 2004, the share exchange transaction was consummated. Pursuant to
the share exchange agreement, the Company issued 40,502,150 shares of its common
stock to the Comtech Shareholders. Following the closing, the Comtech
Shareholders held approximately 91.2% of the Company's common stock.
NOTE 5 - INVESTMENTS
Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request for
Arbitration; Settlement
In 2000, Aprilia asserted various claims against Centerpoint relating to
Centerpoint's representations and warranties under the Share Purchase Agreement
(the "Alleged Claims") for the sale of its Moto Guzzi operations. In 2001, IMI,
the escrow agent under an 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 arbitration. In October
2003, Centerpoint and OAM entered into a settlement agreement with Aprilia,
pursuant to which Aprilia paid (euro)1,420,256 to Centerpoint, including
(euro)206,583 of legal fees. In 2003, 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 possible claims regarding taxes and social security
contributions and such balance, if any in the event Aprilia is successful in any
future claims, 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 Centerpoint distributed all of the shares of Bion that it owned
pro-rata to the holders of its Common Stock. As a result, the Company received
an additional 44,240 Bion shares, which are considered to be of no value.
In July 2004, the Company entered into a settlement agreement with TCMP 3
Partners LLC, which was related to claims against the former Centerpoint
directors in connection with Centerpoint's acquisition of Bion in January 2002.
(See Note 6 below).
11
COMTECH GROUP INC. f/k/a TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements June 30, 2004
NOTE 6 - LITIGATION
SETTLED:
Legal Action by TCMP 3 against Directors of Centerpoint
On January 16, 2004, a civil action was initiated by TCMP 3 Partners LLC in the
Chancery Court of Delaware against the former directors of Centerpoint accusing
them of wasting Centerpoint's assets in undertaking the Bion transaction. The
action was mutually settled in July 2004 with the Company paying US$140,000 to
the Plaintiffs in return for a full release of all potential claims against the
Company, its directors, its representatives and other indemnified parties in
connection with the Bion transaction.
PENDING:
CDS Srl
In 1999 CDS Srl ("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. It is management's opinion that the risk of a
negative judgment is low and the potential liability remote.
12
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 that 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 June 30, 2004 compared to three months ended June 30, 2003
Selling, general and administrative expenses of (euro)876 thousand were
(euro)673 higher than those of the same period of last year.
The largest portion of the Selling, general and administrative expenses of
(euro)876 can be attributed to Legal expenses ((euro)552 thousand) and
Consultant expenses ((euro)139 thousand) incurred in conjunction with the
Comtech deal. 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 the three months ended June 30, 2004, other income and (expense) of (euro)337
thousand included the proceeds from the IMI settlement of (euro)373 thousand,
offset by the Company's payment of (euro)115 thousand for the settlement of the
TCMP 3 Lawsuit. The difference of (euro)79 thousand is chiefly due to currency
exchange losses. Interest expense for the 3 months to 30 June 2004 was (euro)11
thousand compared to (euro)8 in 2003.
Interest income in 2004 amounted to (euro)9 thousand, compared to (euro)0
thousand in 2003.
As a result of the above items, the quarter ended June 30, 2004 closed with a
loss from continuing operations before taxes and minority interests of (euro)537
thousand. The Company recorded a net loss of (euro)567 thousand in the three
months ended June 30, 2004 compared to a net loss of (euro)179 thousand in the
corresponding period of 2003.
Six months ended June 30, 2004 compared to six months ended June 30, 2003
Selling, general and administrative expenses of (euro)1,078 thousand were
(euro)681 thousand higher than those of the same period of the previous year.
A breakdown of the major costs that make up the difference of (euro)681 thousand
are (euro)569 legal expenses, (euro)126 consultant expenses, reduction in tax
and other expenses of (euro)14 thousand. 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.
13
In 2004, other income and (expense) included the gain from the LITA settlement
of (euro)516 thousand, gain from the IMI settlement of (euro)373 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, offset by the
reimbursement made for the settlement of the TCMP 3 legal suit of (euro)115
thousand 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 for the release of Bion anti-dilution provisions and the difference
of (euro)143 thousand is chiefly due to currency exchange losses.
Interest expense for the 6 months ended 30 June 2004 was (euro)13 thousand
compared to (euro)0 thousand in 2003.
Interest income for the 6 months ended June 30, 2004 amounted to (euro)66
thousand, compared to (euro) 21 thousand for the same period in 2003, and
includes the interest receivable on the LITA marketable securities of (euro)46
thousand.
As a result of the above items, the six months ended June 30, 2004 closed with a
profit from continuing operations before taxes and minority interests of
(euro)389 thousand. The Company recorded a net profit of (euro)350 thousand for
the six months ended June 30, 2004 compared to a net loss of (euro)427 thousand
for the corresponding period of 2003.
Liquidity and Capital Resources
Significant cash activities in the three months ended June 30, 2004
Cash activity of some significance during the three months ended June 30, 2004
was the IMI settlement of (euro)373 thousand.
Future liquidity needs
As of June 30, 2004, the Company had approximately (euro)3.8 million (US$ 4.6
million at exchange rates prevailing at that date) in cash and marketable
securities. Management believes such amounts to be sufficient to fund the
Company's activities for 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 D &
O Insurance and professional fees to lawyers and accountants, principally in
connection with the Company's public filings.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The fair value of cash and cash equivalents approximates its carrying value.
At June 30, 2004, 88% of the Company's cash was held in U.S. Dollars. With Euros
as the Company's functional currency, the Company is subject to exchange rate
fluctuations.
Fluctuations in the exchange rate between the 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, 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.
14
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 the end of the period covered by this Quarterly Report on Form
10-Q, the Company's senior executives have concluded that its disclosure
controls and procedures (as defined in Rule 13a-14 (c) and 15d-14 (c) under the
Securities and 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 legal
proceedings:
Aprilia Claims under the Share Purchase Agreement; Payment by IMI; request for
Arbitration; Settlement
In 2000, Aprilia asserted various claims against Centerpoint relating to
Centerpoint's representations and warranties under the Share Purchase Agreement
(the "Alleged Claims") for the sale of its 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 arbitration.
Centerpoint and Aprilia, in October 2003, entered into an 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).
IMI Fees - settled in June 2004
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. On June 21, 2004, an out-of-court settlement was reached, with IMI
paying (euro) 700 thousand, of which the Company received (euro)373 thousand,
representing its 35% share of the settlement.
Legal Action by TCMP 3 against Directors of Centerpoint - initiated in January
2004 and settled in July 2004
On January 16, 2004, a civil action was initiated by TCMP 3 Partners LLC in the
Chancery Court of Delaware against the former directors of Centerpoint accusing
them of wasting Centerpoint's assets in undertaking the Bion transaction. The
action was mutually settled in July 2004 with the Company paying
15
US$ 140,000 to the Plaintiffs in return for a full release of all potential
claims against the Company, its directors, its representatives and other
indemnified parties in connection with the Bion transaction.
Pending Litigation:
CDS Srl
In 1999 CDS Srl ("CDS") caused a leasing company to purchase from OAM real
estate in via Baroni, 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 the 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. It is management's opinion that the risk of a
negative judgment is low and the potential liability remote.
Item 2. Changes in Securities and Use of Proceeds - Information to be disclosed
under this Item 2 was previously furnished in a Current Report on Form 8-K.
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. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit No. Description
- ----------- -----------
31.1. Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2. Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1. Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
b) Reports on Form 8-K
16
(1) On May 28, 2004, the Company filed a Current Report on Form 8-K under Items
5 and 7. No financial statements were filed with the Form 8-K.
(2) On July 23, 2004, the Company filed a Current Report on Form 8-K under Items
1 and 7. No financial statements were filed with the Form 8-K.
(3) On August 3, 2004, the Company filed a Current Report on Form 8-K/A under
Items 1 and 7. The following financial statements were filed with the Form 8-K:
o Audited Financial Statements of Comtech, the wholly-owned subsidiary
of the Company, for the years ended December 31, 2001, 2002 and
2003.
o Unaudited Financial Statements of Comtech, the wholly-owned
subsidiary of the Company, for the quarter ended June 30, 2004 and
the six months ended June 30, 2004
17
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.
COMTECH GROUP, INC.
Dated: August 20, 2004 By: /s/ Jeffrey Kang
-----------------------------------------
Name: Jeffrey Kang
Title: Chairman and Chief Executive Officer
COMTECH GROUP, INC
Dated: August 20, 2004
By: /s/ Hope Ni
-----------------------------------------
Name: Hope Ni
Title: Chief Financial Officer
18