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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 September 30, 2000
|_| 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 Identification No.)
incorporation or organization)
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 $.01 per share, 4,064,900 shares outstanding as of July
16, 2003.
TRIDENT ROWAN GROUP, INC.
INDEX
Page
----
Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets at September 30, 2000 - Assets ................................. 2
Consolidated Balance Sheets at September 30, 2000 - Liabilities and Shareholders' Deficit .. 3
Consolidated Statements of Operations for the three months to September 30, 2000 ........... 4
Consolidated Statements of Operations for the nine months to September 30, 2000 ............ 5
Consolidated Statements of Changes in Shareholders' Deficit ................................ 6
Consolidated Statements of Cash Flows ...................................................... 7
Notes to Consolidated Financial Statements ................................................. 8
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations .....
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
September 30, 2000
Sept. 30 Sept. 30 Dec. 31
2000 2000 1999
US$'000 Lit. m Lit. m
ASSETS
Cash and cash equivalents .............................. $ 14,963 Lit. 32,769 Lit. 12,468
Marketable securities, at cost ......................... 14,641 32,064 4,066
Receivables ............................................ 693 1,517 1,764
Trade ................................................ 83 181 479
Other receivables .................................... 610 1,336 1,285
Prepaid Expenses ....................................... 110 240 195
-------- ------- -------
TOTAL CURRENT ASSETS 30,407 66,590 18,493
-------- ------- -------
Property, plant and equipment .......................... 58 187 292
At cost ............................................ 128 282 562
Less allowances for depreciation ................... (70) (154) (270)
Trademark and other intangibles, net of amortization
of Lit. 1,450 at December 31, 1999 .................. -- -- 150
Goodwill, net of amortization of Lit. 460
(1999 - Lit.445) ..................................... 43 95 110
Unamortized debt charges ............................... 279 611 858
Tax receivables ........................................ 1,021 2,236 2,229
Restricted cash ........................................ 457 1,000 --
Other assets ........................................... 1 2 36
Net assets of discontinued steel tube operations ....... -- -- 1,538
-------- ------- -------
TOTAL ASSETS $ 32,266 Lit. 70,662 Lit. 23,706
======== ======= =======
Note: The balance sheet as at December 31, 1999 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
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
September 30, 2000
Sept. 30 Sept. 30 Dec. 31
2000 2000 1999
US$'000 Lit. m Lit. m
LIABILITIES
Advances from banks .................................... 70 154 --
Current portion of long-term debt ...................... 278 609 553
Amounts due to related parties ......................... -- -- 204
Accounts payable ....................................... 718 1,573 1,857
Accrued expenses and other payables .................... 9,487 20,777 4,773
-------- ------- -------
TOTAL CURRENT LIABILITIES 10,553 23,113 7,387
-------- ------- -------
Net liabilities of discontinued motorcycle operations .. -- -- 8,697
Long-term debt, less current portion ................... 6,250 13,686 12,634
Provision for claims ................................... 2,347 5,139 5,700
Minority interests ..................................... 8,822 19,321 6,362
Advances for preferred stock of subsidiary ............. -- -- 2,405
SHAREHOLDERS' EQUITY/(DEFICIT) ......................... 4,294 9,403 (19,479)
Common stock, par value $0.01 per share:
Authorized 50,000,000 shares,
4,064,900 (1999 - 4,119,900) shares outstanding, ..... 48 106 106
Additional paid-in capital ............................. 48,600 106,434 104,594
Treasury stock, at cost ................................ (21,700) (47,524) (47,524)
Cumulative translation adjustment ...................... (763) (1670) (717)
Accumulated deficit .................................... (21,891) (47,943) (75,968)
-------- ------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY/(DEFICIT) $ 32,266 Lit. 70,662 Lit. 23,706
======== ======= =======
Note: The balance sheet as at December 31, 1999 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
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
3 Months ended September 30, 2000 and 1999
Sept. 30 Sept. 30 Sept. 30
2000 2000 1999
US$'000 Lit. m Lit. m
Net sales ................................................ $ -- Lit. -- Lit. 346
Cost of sales ............................................ -- -- (224)
----------- ---------- ----------
-- -- 122
Selling, general and administrative expenses ............. (469) (1,028) (904)
Impairment expense ....................................... -- -- (500)
----------- ---------- ----------
Operating loss ........................................... (469) (1,028) (1,282)
Interest expense ......................................... (145) (318) (139)
Interest income .......................................... 37 81 359
Other (expense)/income, net .............................. (59) (130) 67
Amortization charge for redemption of
preferred stock of subsidiary ........................... (810) (1,773) --
Subsidiary preferred stock dividends ..................... (128) (281) --
----------- ---------- ----------
Loss before income taxes and minority interests .......... (1,574) (3,449) (987)
Income taxes ............................................. -- -- (108)
Minority interests ....................................... 341 747 69
----------- ---------- ----------
Net Loss from continuing operations ...................... (1,223) (2,702) (1,026)
Discontinued operations (Note 2) ......................... 17,189 37,643 (1,652)
Discontinued motorcycle operations ................. -- -- (1,903)
Gain on sale of motorcycle operations .............. 17,189 37,643 --
Discontinued tube operations ....................... -- -- 251
----------- ---------- ----------
Net profit/(loss) ........................................ $ 15,956 Lit. 34,941 Lit. (2,678)
=========== ========== ==========
PROFIT/(LOSS) PER SHARE US$ Lit. Lit.
BASIC
Continuing operations .................................... (0.30) (848) (230)
Discontinued operations .................................. 4.23 9,260 (386)
----------- ---------- ----------
Basic .................................................... 3.93 8,596 (625)
=========== ========== ==========
Weighted average number of shares
Outstanding during the period:
Basic .................................................... 4,064,900 4,064,900 4,283,233
=========== ========== ==========
Fully diluted ............................................ 4,064,900 4,064,900 4,286,830
=========== ========== ==========
See Notes to Consolidated Financial Statements
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
9 Months ended September 30, 2000 and 1999
Sept. 30 Sept. 30 Sept. 30
2000 2000 1999
US$'000 Lit. m Lit. m
Net sales ................................................ $ -- Lit. -- Lit. 1,160
Cost of sales ............................................ -- -- (643)
----------- ---------- ----------
-- -- 517
Selling, general and administrative expenses ............. (1,482) (3,245) (3,391)
Impairment expense ....................................... -- -- (500)
----------- ---------- ----------
Operating loss ........................................... (1,482) (3,245) (3,374)
Interest expense ......................................... (416) (910) (421)
Interest income .......................................... 230 503 687
Other income/(expense), net .............................. (17) (38) 237
Amortization charge for redemption of
preferred stock of subsidiary ......................... (1,247) (2,731) --
Subsidiary preferred stock dividends ..................... (292) (639) --
----------- ---------- ----------
Loss from continuing operations before
income taxes and minority interests .................. (3,224) (7,060) (2,871)
Income taxes ............................................. -- -- (21)
Minority interests ....................................... 541 1,185 135
----------- ---------- ----------
Net Loss from continuing operations ...................... (2,683) (5,875) (2,757)
Discontinued operations (Note 2) ......................... 15,466 33,870 13,601
Discontinued motorcycle operations .................... (1,999) (4,378) (8,498)
Gain on merger of motorcycle operations ............... -- -- 21,679
Gain on sale of motorcycle operations ................. 17,189 37,643 --
Discontinued tube operations ........................... 276 605 420
Net profit ............................................... $ 12,783 27,995 10,844
=========== ========== ==========
PROFIT/(LOSS) PER SHARE US$ Lit. Lit.
BASIC
Continuing operations .................................... (0.66) (1,734) (670)
Discontinued operations .................................. 3.80 8,320 3,175
----------- ---------- ----------
3.14 6,586 2,505
=========== ========== ==========
Weighted average number of shares
Outstanding during the period:
Basic .................................................... 4,070,944 4,070,944 4,283,233
=========== ========== ==========
Fully diluted ............................................ 4,070,944 4,070,944 4,366,056
=========== ========== ==========
See Notes to Consolidated Financial Statements
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Shareholders' Equity/(Deficit)
September 30, 2000
TOTAL
Additional Other SHAREHOLDERS' Comprehensive
Common paid-in Treasury Comprehensive Accumulated EQUITY/ income/
Lire million stock capital stock Income deficit (DEFICIT) (loss)
----- ------- ----- ------ ------- --------- ------
At January 1, 2000 Lit.m 106 104,594 (47,524) (717) (75,938) (19,479) --
Net loss -- -- -- -- (3,087) (3,087) (3,087)
Translation adjustment -- -- -- (266) -- (266) (266)
Vesting of shares subject to forfeit -- 121 -- -- -- 121 --
--- ------- ------- ------ ------- ------- -------
At March 31, 2000 Lit.m 106 104,715 (47,524) (983) (79,025) (22,711) (3,353)
Net loss -- -- -- -- (3,859) (3,859) (3,859)
Translation adjustment -- -- -- 43 -- 43 43
Vesting of shares subject to forfeit -- 121 -- -- -- 121 --
--- ------- ------- ------ ------- ------- -------
At June 30, 2000 Lit.m 106 104,836 (47,524) (940) (82,884) (26,406) (3,816)
Net profit -- -- -- -- 34,941 34,941 34,941
Translation adjustment -- -- -- (730) -- (730) (730)
Capital increase resulting from minority
acquisition 1,477 1,477
Vesting of shares subject to forfeit -- 121 -- -- -- 121 --
--- ------- ------- ------ ------- ------- -------
At September 30, 2000 Lit.m 106 106,434 (47,524) (1,670) (47,943) 9,403 34,211
At September 30, 2000 $'000 48 48,600 (21,700) (763) (21,891) 4,294 15,621
=== ======= ======= ====== ======= ======= =======
Accumulated other comprehensive income is represented by differences from the
change in exchange rates from period to period on translation of the financial
statements of non Italian subsidiaries.
See Notes to Consolidated Financial Statements
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
September 30, 2000 and 1999
Sept. 30 Sept. 30 Sept. 30
2000 2000 1999
US$'000 Lit. m Lit. m
Net loss from continuing operations .................... (2,683) (5,875) (2,757)
Adjustments to reconcile net loss to net
cash (used)/provided by continuing operations:
Depreciation and amortization .......................... 12 27 158
Amortization of debt charges ........................... 163 357 --
Non-cash finance income from discontinued operations ... (140) (306) --
Minority interests ..................................... (541) (1,185) (135)
Amortization of premium for redemption of subsidiary
preferred stock ..................................... 918 2,010 --
Gain/(Loss) on disposals of subsidiaries ............... (29) (63) --
Other operating activities ............................. 279 611 (217)
Changes in operating assets and liabilities:
Trade and other receivables ............................ 509 1,114 1,709
Receipt of tax receivable .............................. -- -- 6,000
Prepaid expenses ....................................... 3 7 543
Accounts payable and accrued expenses .................. (880) (1,927) (2,342)
-------- ------- -------
Net cash (used)/provided by operating activities ....... (2,389) (5,230) 2,959
-------- ------- -------
Investing activities:
Net (increase)/decrease in investments ................. (12,784) (27,998) 955
Proceeds from disposal of subsidiaries, net of cash
Disposed ............................................ (105) (229) (15)
Proceeds from disposal of other assets ................ -- -- 1,741
-------- ------- -------
Net cash (used)/provided by investing activities ....... (12,889) (28,227) 2,681
-------- ------- -------
Financing activities
Net increase in advances from banks .................... 70 154 (2)
Issuance of subsidiary preferred stock ................. 5,199 11,386 2,274
Repurchase of shares ................................... (758) (1,659) --
Principal payments of long-term debt ................... (253) (553) (5,195)
-------- ------- -------
Net cash provided/(used) by financing activities ....... 4,258 9,328 (2,923)
-------- ------- -------
(Decrease)/increase in cash from continuing operations . (11,020) (24,129) 2,717
Cash from discontinued operations net of
Lit. 1,000 restricted cash in 2000 ................ 19,566 42,847 295
Exchange movement on opening cash ...................... 724 1,583 5
Cash, beginning of period .............................. 5,693 12,468 3,044
-------- ------- -------
Cash, end of period .................................... $ 14,963 Lit. 32,769 Lit. 6,061
======== ======= =======
See Notes to Consolidated Financial Statements
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
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 1999 Annual Report
on Form 10-K. All adjustments necessary for the fair presentation of the results
of operations for the interim periods covered by this report have been included.
All of such adjustments are of a normal and recurring nature. The results of
operations for the three and six months ended September 30, 2000 are not
necessarily indicative of the operating results for the full year.
The primary financial statements are shown in Italian lire ("Lire") because all
of the Company's material operating entities are based and operate in Italy.
Translation of lire amounts into U.S. Dollar amounts is included solely for the
convenience of the readers of the financial statements and has been made at the
rate of Lire 2,190 to U.S. $1, the approximate exchange rate at September 30,
2000. It should not be construed that the assets and liabilities, expressed in
US dollar equivalents, can actually be realized in or extinguished by U.S.
dollars at that or any other rate.
NOTE 2 - DISCONTINUED OPERATIONS
Discontinued Motorcycle Operations
Sale of motorcycle operations
On September 7, 2000, Moto Guzzi Corporation ("Moto Guzzi"), a 62.7% owned
subsidiary, closed the sale of all its operating subsidiaries to Aprilia S.p.A.
("Aprilia"). On August 11, 2000, at a special meeting of stockholders, Moto
Guzzi's stockholders approved the sale of the operating subsidiaries and changed
the corporate name from Moto Guzzi to Centerpoint. This was approved by over
two-thirds of the Company's Class A Common Stock Stockholders.
Proceeds from the sale were Lire 81,574 million. The Share Purchase Agreement
required the Company to place Lire 9,375 million of the total proceeds into
escrow in case of any breach of representations and warranties claims by
Aprilia. Funds from the escrow account were to be released to Centerpoint in two
payments, Lire 7,000 million was to be released on September 8, 2001 and up to
Lire 2,375 to be released on September 8, 2007. Aprilia undertook to evaluate,
on a best efforts basis, an earlier resolution of the escrow accounts. See Note
5, "Subsequent Events" for a discussion of subsequent claims made by Aprilia
against the escrow accounts.
SIREF S.p.A. and San Paolo Finanziaria S.p.A. (both affiliates of IMI) acted as
fiduciary agents for the closing. In accordance with invoices submitted to them,
they paid IMI Lire 11,401 million, in respect of fees and expenses claimed to be
due to IMI, paid Lire 505 million to Carnelutti, the Company's Italian counsel,
and then paid the remaining proceeds of Lire 60,293 million to Centerpoint.
Since early July 2000, the Company has disputed IMI's interpretation of the
calculation of the fee due to them based on their engagement letter. See Note 5,
"Subsequent Events" for further discussion regarding disputed fees.
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 2 - DISCONTINUED OPERATIONS (continued)
Centerpoint used the proceeds to settle outstanding payables of approximately
Lire 2,700 million and to redeem, prior to September 30, 2000, all outstanding
Series B Preferred Stock for a price equal to US$ 100 per share plus accrued
dividends thereon, for a total of approximately US$ 12.6 million (approximately
Lire 28,300 million at the then prevailing exchange rate). The Company received
approximately US$ 5.2 million (approximately Lire 11,400 million at the then
prevailing exchange rate) of this amount. Following such payment, Centerpoint
had approximately Lire 29.3 billion in cash and rights to the remaining balance
at the time of release of the Lire 9,375 million being held in escrow, as
described above. Cash was invested in short-term fixed interest securities
pending evaluation of the alternatives available with respect to such funds.
The measurement date of the disposal was July 1, 2000, reflecting the latest
date prior to sale for which the Company has complete financial information. Net
proceeds from the disposal exceeded the net assets of the operations sold and
the Company has recorded a gain in the third quarter of 2000 of Lire 56,439
million on the disposal before minority interests of Lire 18,796 million. Such
gain was calculated after providing fully against eventual amounts receivable
from the escrow accounts. Moto Guzzi changed its name to Centerpoint pursuant to
the sale of its motorcycle operations to Aprilia and is listed on the
over-the-counter market in New York under the ticker "CPTX." Sales and results
of operations for period in 2000 to the effective disposal date of July 1, 2000
and for the three and nine months to September 30, 1999 are as follows:
In millions of Lire To date of 3 months to 9 months to
disposal Sept. 30 Sept. 30
2000 1999 1999
Net sales 50,994 21,545 62,923
Loss before taxes (7,810) (2,654) (13,987)
Provisions for taxes (514) (99) 9165)
------- ------- -------
Net loss from discontinued operations of
Motorcycle operations before minority interests (8,324) (3,753) (14,152)
Minority interests 3,946 1,850 5,654
------- ------- -------
Net loss (4,378) (1,903) (8,498)
======= ======= =======
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 2 - DISCONTINUED OPERATIONS (continued)
1999 Gain on merger of discontinued motorcycle operations
On March 5, 1999, through a series of transactions, the Company sold 40% of its
interest in Moto Guzzi to the shareholders of North Atlantic Acquisition
Corporation ("North Atlantic") for approximately US$ 8.9 million (Lire 16,006
million) in cash, from which merger expenses of approximately US$ 0.8 million
(Lire 1,400 million) were subsequently paid, to finance the operations of Moto
Guzzi. As a result, the Company recorded a gain of Lire 25,837 million in the
first quarter of 1999, including the effects of the exchange of redeemable
preferred stock of Moto Guzzi into common stock of North Atlantic.
Net assets/(liabilities) of the discontinued motorcycle operations at the
effective date of disposal of July 1, 2000 and at December 31, 1999 were as
follows:
July 1 Dec. 31
In millions of Lire 2000 1999
Current assets ........................................ 68,361 61,926
Current liabilities ................................... (72,844) (79,385)
------- -------
Net current liabilities ............................... (4,483) (17,459)
------- -------
Property, plant and equipment ......................... 12,792 14,638
Other long-term assets ................................ 2,510 889
Long-term liabilities ................................. (9,512) (10,000)
------- -------
Net non-current assets ................................ 5,790 5,527
------- -------
Net advances due from operations, sold as part of
disposal transaction .................................. -- 3,235
======= =======
Net assets/liabilities of discontinued operations ..... 1,307 (8,697)
======= =======
In 2000 the Company provided the discontinued motorcycle operations with cash,
in the form of capital and advances, of Italian Lira 15,941 million to finance
its operations.
At September, 30, 2000, the Company owned, directly, and through its 84.35% OAM
S.p.A. subsidiary, approximately 62.7% of the outstanding common stock of
Centerpoint Corporation. In January 2002, the Company sold its interest in
Centerpoint to Bion as discussed in more detail in Note 5 - Subsequent Events.
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 2 - DISCONTINUED OPERATIONS (continued)
Discontinued steel tube operations
In July 2000, the Company disposed of L.I.T.A. S.p.A. ("LITA") for Lire 2,470
million. This was comprised of Lire 1,470 million due immediately from a
dividend prior to the sale of Italian Lira 670 million and cash of Lire 800
million. The remaining Lire 1,000 million was payable in July 2001, secured by a
first call bank guarantee. In connection with the disposal, the Company has
released a first call bank guarantee for Lire 1,000 million through December 31,
2003 to secure any claims the purchaser may have for breaches of representations
and warranties given by the Company. In July 2001, the Company settled Lire 165
million of claims by the purchaser against the Lire 1,000 million balance due.
Operations of LITA for 1999 and in 2000 through the effective date of disposal
were as follows:
In millions of Lire To date of 3 months to 9 months to
disposal Sept. 30 Sept. 30
2000 1999 1999
Net sales 10,638 5,232 17,085
Profit before taxes 706 202 498
Provisions for taxes -- -- --
------- ------ -------
Net profit from discontinued operations of
Steel tube operations before minority interests 706 296 498
Minority interests (101) (45) (78)
------- ------ -------
Net profit 605 251 420
======= ====== =======
Net assets of the discontinued steel tube operations at the effective date of
disposal and at December 31, 1999 are as follows:
In millions of Lire Date of Dec. 31
Disposal 1999
Current assets ..................... 12,522 12,378
Current liabilities ................ (10,528) (11,005)
------- -------
1,994 1,373
------- -------
Property, plant and equipment ...... 1,421 1,510
Other long-term assets ............. 208 215
Long-term liabilities .............. (1,134) (1,315)
------- -------
495 410
------- -------
Provision for disposal ............. -- (245)
------- -------
2,489 1,538
------- -------
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 3 - ISSUANCE OF SERIES B REDEEMABLE PREFERRED STOCK BY SUBSIDIARY
On February 25, 2000, Centerpoint issued 123,500 shares of a new Series B
Preferred Stock to Fineco, and affiliates of Fineco, the Company, OAM, the
majority stockholder of the Company, William Spier and affiliates of Barry
Fingerhut (directors of Centerpoint until January 2002) for US$ 100 per share
(an aggregate price of US$ 12,350,000). Fineco and its affiliates purchased
60,000 shares and the Company purchased 35,000 shares, for cash. Mr. Spier and
affiliates of Mr. Fingerhut received a total of 12,500 shares in satisfaction of
advances they had made to Centerpoint in August 1999 and 16,000 shares were
issued to OAM in partial satisfaction of outstanding loans due to it.
The holders of the Centerpoint Series B Preferred Stock were entitled to receive
dividends at the rate of US$ 7 per share per year before any dividends may be
paid with regard to Centerpoint's Class A Common Stock, and to receive
distribution of US$ 100 per share in liquidation of the Centerpoint before any
liquidation distributions are made with regard to its Class A Common Stock.
Centerpoint was required to redeem the Series B Preferred Stock for US$ 100 per
share plus accrued dividends on December 28, 2001. Holders of Series B Preferred
Stock did not have voting rights, except the right to approve issuance of
securities, which would affect the Series B Preferred Stock and the incurrence
of debt, other than refinancing of existing debt or lines of credit used by
Centerpoint to finance its day-to-day operations. Each share of Series B
Preferred Stock was convertible into Class A Common Stock at a conversion price
of US$ 5.00, based upon the liquidation preference of the Series B Preferred
Stock (US$ 100, plus accrued dividends, per share), meaning each share of Series
B Preferred Stock is convertible into approximately 20 shares of Class A Common
Stock.
Centerpoint received Lire 18,329 million in cash, net of Lire 516 million of
expenses in respect of the issuance of the Series B Preferred Stock and also
recorded Lire 2,479 million in respect of the William Spier and Barry Fingerhut
advances and Lire 3,174 million in respect of the OAM loan for a total of Lire
23,982 million.
Centerpoint agreed with the Series B preferred stockholders that, following the
sale to Aprilia, it would redeem the Series B preferred stock on September 30,
2000 and they agreed not to convert their Series B stock if Centerpoint redeemed
the stock by this date. Such redemption was affected, with redemption payments
made on the first business day of October 2000. The Company recorded accretion
expense of Lire 2,731 million.
In connection with issuance of the Series B preferred stock, Centerpoint issued
300,000 shares of Class A common stock to the Company for a purchase price of
US$ 0.01 per share, in consideration of Trident Rowan's participation in the
Series B financing and their successful efforts to get Fineco, S.p.A. to
subscribe for Series B shares. These 300,000 shares were issued in July 2000.
This resulted in the acquisition of a portion of the minority of the minority
interest which was accounted for under the purchase method and increased paid in
capital by Lire 1,477 million. Additionally, in connection with Fineco's
purchase of the Series B shares Centerpoint paid a commission of US$ 180,000 to
Andrea della Valle, a director of the Company, and paid US$ 80,000 to Investec
Ernst, an investment banking firm, where Mark Segall, a director of the Company,
is an executive officer.
NOTE 4 - SALE OF TEMPORARY MANAGEMENT SERVICES SUBSIDIARY
Effective as of January 1, 2000, the Company disposed of TIM, S.p.A., its
temporary management services subsidiary to two companies controlled by TIM's
management, including Albino Collini, a Director of the Company through December
1999, for 80,000 shares of the Company with a fair value of Lire 320 million at
the date of sale. Cash disposed of was Lire 229 million.
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 5 - SUBSEQUENT EVENTS
Purchase of minority interests in OAM Subsidiary
In March 2001, the Company purchased the outstanding minority interests in its
84.35% owned subsidiary for OAM for US$ 2,500,000 (Italian Lira 4,810 million).
The purchase price is at a discount to the net asset value of the 15.65% OAM,
which the Company will acquire and will permit the Company to rationalize its
corporate structure and eliminate certain fiscal inefficiencies.
Centerpoint Loan; Early payoff of the Company's 5% Convertible Debentures
The Company's 5% Convertible Debentures in an aggregate amount of US$ 6,250,000
were scheduled to come due in December 2001. On June 15, 2001 the Company paid
the holders of US$ 6,000,000 of the Debentures US$ 4,207,500 in cash, which the
Debenture holders accepted as payment in full on the Debentures (including past
due interest), representing a 31.5% discount from their face value and in July
paid Mr. Arbib, the holder of the remaining US$ 250,000 of the Debentures, US$
218,750 which Mr. Arbib accepted as payment in full on his Debentures. The
$6,250,000 of Convertible Debenture debt is classified as due after 12 months in
the balance sheet at September 30, 2000 as this reflected the contractual
arrangements in force at the time and no reclassification has been made on the
basis of the early payoff.
Wilson Litigation
On December 19, 2000, a Settlement Agreement and Release was executed by and
between plaintiffs, the Company and I.T.E. Imperial Corporation and Gould
Electronics, Inc., the co-defendants in the Wilson Litigation. The Company and
Gould each agreed to pay 50% of the US$ 2,050,000 settlement amount, subject to
resolution of certain issues between them. The remaining issue, the Company's
claim against Gould for indemnification, was litigated on February 16, 2001.
On June 15, 2001, a verdict was rendered by the Court of Common Pleas of
Philadelphia County holding that the Company is responsible for paying all
settlement funds and ordering the Company to pay Gould US$ 1,025,000 plus
interest at a rate of 7% per annum from the date Gould paid the plaintiffs. The
appeal period for the judgment expired on July 15, 2001, and the judgment became
due and payable to Gould on that date. The Company recorded in 1999 additional
provisions of Italian Lira 2,970 million and the full amount of the US$
2,050,000 payable by the Company was accrued at December 31, 1999. The Company
paid Gould in 2001 and in 2002 in full satisfaction of the judgment.
In January, 2002, the judge in the Company's litigation against Travelers
Insurance Company ("Travelers") arising out of the Wilson litigation determined
that Travelers was liable to the Company for US$ 1,000,000, plus the Company's
legal fees in connection with the litigation, less a reasonable premium.
Traveler's subsequently challenged the reasonableness of the legal fees and the
judge requested explanatory submissions from both Travelers and the Company. In
July, 2002 the judge ruled that the fees were reasonable, but that certain
duplications should be eliminated. In September 2002 the court rendered a
judgment in favor of the Company against Travelers in the amount of US$
1,822,979. Travelers has appealed the judgment and a final judgment is expected
to be rendered in 2003.
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 5 - SUBSEQUENT EVENTS (continued)
Rawlings Litigation
On February 11, 2002 the Company entered into a settlement agreement with
Rawlings Sporting Goods Company with respect to the Rawlings litigation. Under
the settlement agreement the Company agreed to transfer 160,000 shares of
Centerpoint Common Stock to Rawlings and the Company and Rawlings agreed to
voluntarily dismiss the Rawlings litigation and to release each other from all
claims relating to the litigation, subject to the transfer of the shares. The
Centerpoint shares were transferred to Rawlings in May 2002, and the claims
against the Company have been dismissed with prejudice.
Dispute with IMI concerning its fees
IMI, Centerpoint's investment adviser in connection with the sale of Moto Guzzi,
acted as fiduciary for the closing. At the Closing, but without the prior
approval, knowledge or consent of Centerpoint, IMI was paid Lire 11,401 million,
for fees and expenses claimed by IMI under its engagement letter with the
Company and OAM. IMI also paid Studio Carnelutti, Centerpoint's Italian legal
counsel, Lire 505 million with the remaining proceeds of Lire 60,293 million
paid to Centerpoint. Since early July 2000, the Company and Centerpoint have
disputed IMI's interpretation of the calculation of the fee under its engagement
letter. The dispute relates to the respective interpretations of the Company,
Centerpoint and IMI of the term "Total Transaction Value" used in the engagement
letter. Since that time, the Company sought to negotiate with IMI concerning its
fee. IMI refused to engage in negotiations and did not present any calculation
of the fee to the Company or Centerpoint prior to the closing. After the closing
and actual payment to IMI of the alleged fee, IMI presented a calculation and an
invoice to Centerpoint for fees and expenses alleged by IMI due under the
engagement letter in the amount of Lire 11,401 million. In addition to disputing
the amount of the fee paid to IMI, the Company and Centerpoint believe that IMI
had no right to deduct the fee from the sale proceeds, as Centerpoint was not a
party to the engagement letter, and did not consent to any such deduction. On
February 11, 2002 Centerpoint brought a suit against IMI before the Civil
Section of the Court of Milan, Italy seeking reimbursement of Lire 8,766 million
of the Lire 11,401 million paid to IMI at the closing. At the first hearing with
respect to the claims, on July 2, 2002, IMI's legal counsel filed a Defense
Pleading requesting among other things, the rejection of the claims, and the
joining of the Company as a party to the litigation. A hearing with respect to
the case was held on November 15, 2002, at which time the judge determined that
the parties were not amenable to settling the litigation. A further hearing was
held on February 6, 2003, at which time the judge fixed May 2, 2003 as the
deadline for each party to file a pleading summarizing the such party's requests
for evidences, set June 2, 2003 as the date for each party to respond to the
other party's pleading, and set October 14, 2003 as the trial date for a
decision on the case.
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 5 - SUBSEQUENT EVENTS (continued)
Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request for
Arbitration
Pursuant to the terms, and subject to the conditions, of the Share Purchase
Agreement and the Escrow Agreement relating to the sale of Moto Guzzi's
operating subsidiaries, Lire 9,375 million of the proceeds of the sale were
placed into escrow.
By letter dated December 21, 2000, legal counsel for Aprilia filed a claim
against Centerpoint under the Share Purchase Agreement alleging (i) that it had
failed to receive a resignation and release from Mr. Roeth, an executive and
director of MGI Motorcycle GmbH, and (ii) that the recall campaign with respect
to certain Moto Guzzi motorcycles was more critical than forecast in the
Management Date Financial Statements and August 3, 2000 letter. By letter dated
February 5, 2001 Centerpoint's Italian legal counsel responded to the December
21, 2000 letter specifically denying the alleged claims and requesting that the
parties meet to negotiate a release of the escrow funds, as provided for in the
August 3, 2000 letter.
On June 4, 2001 Aprilia's legal counsel sent a letter to Centerpoint which
reiterated the claims in its December 21, 2000 letter and alleged the following:
(i) that the cost of the recall campaign was estimated by Aprilia to be
approximately Lire 4,500 million, which exceeded the Management Date Financial
Statement amount with respect to the recall campaign by Lire 2,676 million, (ii)
that technical problems related to various motorcycles were likely to cost
Aprilia approximately Lire 5,308 million, and that such technical problems had
not been disclosed to Aprilia in connection with the sale of the Moto Guzzi
operations to Aprilia, and that Aprilia was entitled to reimbursement of such
costs, (iii) that Aprilia was entitled to reimbursement of Lire 148.5 million
incurred by Aprilia in connection with the termination of Mr. Roeth, an
executive of MGI Motorcycle GmbH, (iv) that Aprilia was entitled to
reimbursement of Lire 378 million in respect of unjustified credit notes issued
by MGI Motorcycle GmbH in favor of dealers and distributors, and (v) that
breaches of accounting principles by Moto Guzzi North America entitled it to
claims against Centerpoint in the amount of Lire 1,100 million (collectively
with (i), (ii), (iii) and(iv), the "Alleged Claims").
On July 13, 2001 Centerpoint's Italian counsel sent a letter to Aprilia's
counsel contesting all of the Alleged Claims.
By letter dated July 13, 2001 Aprilia requested that IMI, the escrow agent under
the Escrow Agreement, pay them Lire 7,611 million in respect of the Alleged
Claims. On July 26, 2001, in spite of being aware of Centerpoint contesting of
each of the Alleged Claims and its intention to seek arbitration, IMI advised
Centerpoint that it had paid Lire 7,611 million from the escrow account to
Aprilia in respect of the Alleged Claims.
Pursuant to the Share Purchase Agreement and Escrow Agreement, each of which
provides that disputes among the parties be arbitrated, the Company filed with
the International Arbitration Court of the International Chamber of Commerce a
Request for Arbitration in Accordance with Article 4 of the ICC Rules of
Arbitration relating to the Alleged Claims and the payment by IMI. Subsequent to
the Company's filing, a committee was formed in Milan, Italy to hear the case.
The company is requesting restitution of the Lire 7,611 million paid to Aprilia,
plus interest and costs. The Arbitration committee was constituted on November
16, 2001, and a decision is expected to be rendered in the second half of 2003.
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 5 - SUBSEQUENT EVENTS (continued)
Bion Transaction
The Board of Directors of Centerpoint met to evaluate the alternative strategies
and investments available to it. Investec Ernst & Co., who had been hired in
June 2001 to assist in this process, presented to the Centerpoint Board their
conclusions on a number of potential investments. In December 2001, the
Centerpoint Board resolved to approve the acquisition of 19,000,000 shares of
Bion, an environmental service company focused on the needs of confined animal
feeding operations. Bion is engaged in two main areas of activity: waste stream
remediation and organic soil and fertilizer production. Bion's waste remediation
service business provides confined animal feeding operations (primarily in the
swine and dairy industries) with treatment for the animal waste outputs. In this
regard, Bion treats their entire waste stream in a manner which cleans and
reduces the waste stream thereby mitigating pollution of the air, water (both
ground and surface) and soil, while creating value-added organic soil and
fertilizer products. Bion's soil and fertilizer products are being used for a
variety of applications including school athletic fields, golf courses and home
and garden applications.
Unrestricted stock of Bion was traded on the OTC/BB market under the ticker
"BNET".
On January 15, 2002, Centerpoint closed the transaction with Bion by purchasing
19,000,000 shares of restricted stock of Bion in exchange for approximately
US$8.5 million in cash (substantially all of Centerpoint's cash), the US $4.2
million Centerpoint loan to TRG (including accrued interest), and the assignment
of 65% of Centerpoint's claims with respect to the escrow accounts from the sale
of Moto Guzzi to Aprilia and claims against IMI.
Immediately upon consummation of this transaction, Bion purchased a 57.7%
majority interest in Centerpoint from OAM. The total consideration paid by Bion
consisted of (i) US$3,700,000 in cash, (ii) the assignment of the US$4.2 million
Centerpoint loan to TRG (including accrued interest) and related loan
guarantees, (iii) the assignment of the 65% interest in the Company's claims
with respect to the escrow accounts and claims against IMI, (iv) the issuance of
1,000,000 shares of Bion's common stock, and (v) the issuance of a warrant to
acquire 1,000,000 shares of Bion's common stock at a price of US$0.90, with
expiration date of January 10, 2007. Bion agreed among other things (i) file a
with SEC a Registration Statement with respect to the Bion Shares issued in the
transactions above, as soon as practicable, and within 90 days of Centerpoint's
filing with the SEC of its December 31, 2001 Form 10-K, and to use its best
efforts to cause such Registration Statement to be declared effective as soon as
practicable thereafter.
David Mitchell, a director of Centerpoint, is the Chairman, President, Board
Member and a principal stock and warrant holder of Bion. Additionally a portion
of the proceeds of the Bion Investment were used to pay off US$ 718,485 of
indebtedness of Bion owed to Mr. Mitchell.
On January 24, 2002, David Mitchell was elected as Centerpoint's President and
CEO. David Mitchell, a former CEO, a founder, a stockholder and option holder of
the Company, was the only director of Centerpoint until January 2003. Following
the Bion Investment and Bion acquisition of Centerpoint Shares, all of
Centerpoint's directors, other than David Mitchell, resigned from their
positions on the Company's Board of Directors. Bill Spier, one of Centerpoint's
Directors until he resigned on January 24, 2002, sits on Bion's Advisory Board.
On January 21, 2002, Howard Chase, a director of Centerpoint until he resigned
on January 15, 2002, joined the Board of Directors of Bion. In January 2003 Mr.
Mitchell resigned from his positions at Centerpoint and three new Directors were
elected.
TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES
Notes to Financial Statements September 30, 2000
NOTE 5 - SUBSEQUENT EVENTS (continued)
Bion Transaction (continued)
On February 20, 2003 Bion filed a Form 8-K with the SEC stating among other
things, that (i) it had informed its employees that it does not have funds to
pay its employees beyond February 15, 2003, (ii) although Bion was seeking
outside sources of capital, it had not been able to secure financing necessary
for its current and future operations, (iii) there could be no assurance that
sufficient funds would be available from external sources, and (iv) it would be
forced to substantially curtail or cease its current business activities unless
it is able to immediately raise capital from outside sources.
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.
General
The Company disposed of two of its industry segments with the sale of its
motorcycle operations in September 2000 and of its steel tube operations in July
2000, as detailed in Notes 2 and 5 to the Financial Statements. These have been
accounted for as discontinued operations and the results of operations for the
three and nine months to September 30, 2000 and 1999 have been restated to
reflect the discontinuance.
Three months ended September 30, 2000 compared to three months ended September
30, 1999
Net sales in 1999 principally represented sales of the Company's temporary
management services subsidiary, Temporary Integrated Management, S.p.A. ("TIM")
which was disposed effective January 1, 2000.
Selling, general and administrative expenses were approximately 13.7% higher in
2000 compared to 1999 as the cost reduction program implemented by the Company
from 1998 was offset by exchange rates and higher compliance costs. The
Company's cost saving program is hindered by the need to maintain accounting and
tax compliance systems for both Italian and U.S. purposes and the complexity of
the disposal programs and corporate restructuring programs. Higher legal costs
were incurred in 2000 compared to 1999 principally in connection with the U.S.
litigation described in Note 5 to the interim financial statements. Other costs
include rent and office expenses for the Company's offices in New Jersey (closed
in August 2000) and in Milan, Italy, tax, accounting and compliance costs in the
U.S. and Italy, professional fees in connection with the disposal of operations
in Italy, public company costs in the U.S. and certain statutory costs in Italy.
In the third quarter of 1999, the Company recorded an impairment loss of Lit.
500 million in respect of land in Sardinia, based on the sale of such property
in the fourth quarter of 1999.
Interest expense in 2000 principally relates to interest on the Company's 5%
redeemable debentures, issued in December 1999. Interest expense in 1999
principally reflects interest on residual Italian loans dating from when OAM
S.p.A. was operative (prior to 1993) and interest on bridge financing provided
in October 1998 by Tamarix and Mr. Giovanni Bulgari which were repaid in
November and May 1999 respectively.
Interest receivable in 2000 and the balance of interest receivable in 1999
relates to cash balances and tax receivables.
In the three months ended September 30, 2000 the Company has recorded Lit. 1,773
million in respect of amortization charge for redemption of its Moto Guzzi
Corporation subsidiary Series B preferred stock and related foreign exchange
effects. The preferred stock had a mandatory redemption in December 2001 but was
redeemed on September 30, 2000 following disposal of the motorcycle operations
and the Company has amortized the premium over the period to redemption. The
Company has also recorded in the three months ended September 30, 2000, Lit. 281
million in respect of dividends relative to this Series B preferred stock.
As a result of the above items, losses from continuing operations before taxes
and minority interests increased to Lit. 3.4 billion in 2000 from Lit. 1.0
billion in 1999.
The Company recorded a net profit of Lit. 34.9 billion in the three months to
September 30, 2000, principally as a result of a gain of Lit. 37.6 billion, net
of minority interests of Lit. 18.8 billion, on the sale of the motorcycle
operations - as described in Notes 2 and 5 to the Financial Statements -
compared to a losses from discontinued operations of Lit. 1.6 billion in 1999,
principally from the motorcycle operations.
The Company also sold its steel tube operations in 2000. While this business had
been profitable since 1998, mainly due to favourable market conditions and
prices, it did not present opportunities for growth and future profits which
justified further investment and consequently it was disposed to a trade
purchaser.
Nine months ended September 30, 2000 compared to Nine months ended September 30,
1999
Net sales in 1999 principally represented sales of the Company's temporary
management services subsidiary, Temporary Integrated Management, S.p.A. ("TIM")
which was disposed effective January 1, 2000.
Selling general and administrative expenses decreased 4.3% in 2000 compared to
1999 as the cost reduction program implemented by the Company from 1998 were
offset by exchange rates and higher compliance costs, particularly in the second
quarter. The Company's cost saving program is hindered by the need to maintain
accounting and tax compliance systems for both Italian and U.S. purposes and the
complexity of the disposal programs and corporate restructuring programs.
Higher legal costs were incurred in 2000 compared to 1999 principally in
connection with the U.S. litigation described in Item 3 of the Company's 10-K
for the year ended December 31, 1999 and Note 5 to the interim financial
statements. Other costs include rent and office expenses for the Company's
offices in New Jersey (closed in August 2000) and in Milan, Italy, tax,
accounting and compliance costs in the U.S. and Italy, professional fees in
connection with the disposal of operations in Italy, public company costs in the
U.S. and certain statutory costs in Italy.
In the third quarter of 1999, the Company recorded an impairment loss of Lit.
500 million in respect of land in Sardinia, based on the sale of such property
in the fourth quarter of 1999.
Interest expense in 2000 principally relates to interest on the Company's 5%
redeemable debentures, issued in December 1999. Interest expense in 1999
principally reflects interest on residual Italian loans dating from when OAM
S.p.A. was operative (prior to 1993) and interest on bridge financing provided
in October 1998 by Tamarix and Mr. Giovanni Bulgari which were repaid in
November and May 1999 respectively. Final installments on the OAM loans are due
to be paid in 2001.
The principal element of interest income was Lit. 306 million receivable in 2000
and Lit. 612 million in 1999 by OAM in respect of the value of warrants of Moto
Guzzi Corporation issued to OAM as remuneration for the ongoing provision of
finance to the disposed motorcycle operations. In 1999, the Company also
received interest income of Lit. 142 million on advances to the disposed
motorcycle operations. The balance of interest receivable in 2000 and 1999
relates to cash balances and tax receivables.
In the nine months ended September 30, 2000 the Company recorded Lit. 2,731
million in respect of amortization charge for redemption of its Moto Guzzi Corp
subsidiary Series B preferred stock and related foreign exchange effects. The
preferred stock had a mandatory redemption in December 2001 but was redeemed on
September 30, 2000 following disposal of the motorcycle operations. The Company
has amortized the premium over the period to redemption. The Company has also
recorded Lit. 639 million in respect of dividends on the Series B preferred
stock.
As a result of the above items, losses from continuing operations before taxes
and minority interests increased to Lit. 5.9 billion in 2000 from Lit. 2.8
billion in 1999.
Losses from the discontinued motorcycle operations decreased to Lit. 4.4 billion
in 2000 compared to Lit. 8.5 billion in 1999 principally as a result of these
operations being disposed effective July 1, 2000, as described in Notes 2 and 5
to the Financial Statements. The disposal generated a gain of Lit. 37.6 billion,
net of Lit. 18.8 billion of minority interests. In 1999, the Company had
recorded a gain of Lit. 21.7 billion, net of Lit. 4.2 billion for minority
interests on the merger of its motorcycle operations into NAAC, as described in
Note 2 to the Financial Statements.
The Company also sold it steel tube operations in 2000. While this business had
been profitable since 1998, mainly due to favourable market conditions and
prices, it did not present opportunities for growth and future profits which
justified further investment and consequently it was disposed to a trade
purchaser.
Liquidity and Capital Resources
Significant cash activities in the nine months ended September 30, 2000
Negative operating cash flows principally relate to corporate costs and payments
of accruals and trade payables as the Company applied part of the proceeds of
the 5% Convertible Debentures issued by the Company in December 1999 to pay
accrued legal fees and other accrued costs.
The net increase in investments of Lire 28.0 billion reflects investment of
proceeds received from the disposal of Moto Guzzi and LITA.
US$ 3,500,000 (Lire 6.9 billion at the then prevailing exchange rate) of
proceeds from the December 1999 issue of Convertible Debentures was used in
February 2000 to subscribe to Series B Preferred Stock of Centerpoint. Such
amount, along with US$ 6 million (Lire 11.4 billion) from external investors,
was sufficient to finance the motorcycle operations through their eventual
disposal.
The Series B Preferred Stock of Centerpoint Corporation was redeemed on
September 30, 2000 for Lire 15.9 billion reflecting the amount received from
third parties of Lire 11.4 billion, as above, plus repayments of advances of
Lire 2.4 billion that had been converted into Series B Preferred Stock of
Centerpoint Corporation plus a further Italian Lira 2.0 billion resulting from
unfavorable exchange movements in the period from issuing the Series B Preferred
Stock through its reimbursement. Payment was affected in the first days of
October 2000.
Cash from discontinued operations reflects the proceeds from the disposal of
Moto Guzzi of Italian Lira 60.3 billion, less Lire 15.9 billion applied to
finance Moto Guzzi operations through disposal and approximately Lire 2.5
billion of professional fees and other costs allocated to the discontinued
motorcycle operations plus proceeds from the disposal of LITA of Italian Lira
1.5 billion. Lire 1.0 billion of the proceeds from the disposal of LITA was
receivable in 2001 on the anniversary of the sale and is included in the balance
sheet as restricted receivables. The Company placed Lira 1,000 million of the
proceeds in a restricted account through December 31, 2000 as collateral for any
eventual claims under the warranties given to the buyer.
See Notes 2 and 3 to the Interim Financial Statements for details of the
Centerpoint Series B Preferred Stock issuance and redemption and the disposal of
the Moto Guzzi and LITA operations.
The Company made the penultimate repayment of its residual Italian loans in
April 2000 and the final installment of Lit. 0.6 billion was due and paid in
April 2001.
Future liquidity needs
The disposals of Moto Guzzi and LITA generated sufficient cash for the Company
to maintain operations which following the disposal related only to corporate
costs in winding down the Company's activities and legal fees related to various
litigation described in Note 5 to the financial statements.
In July 2000, the Company negotiated an agreement to purchase the shares of the
minority shareholder in OAM for US$ 2.5 million, and the Company acquired this
interest in March 2001. This purchase will enable an orderly winding-up of OAM
and the Company's corporate structure in Italy, though such winding-up may take
up to several years due to tax complications.
The Company's 5% Convertible Debentures in an aggregate amount of US$ 6,250,000
were scheduled to come due in December 2001. As the major portion of the
Company's funds were held by Centerpoint, in order to
finance the redemption of the Convertible Debentures the Company needed to
utilize funds held by Centerpoint. On June 13, 2001 the Company, OAM and
Centerpoint entered into the Centerpoint Loan Agreement wherein subject to the
terms and certain conditions set forth therein Centerpoint agreed to lend the
Company US$ 4,200,000. On June 13, 2001 Centerpoint made the Centerpoint Loan
and on June 15, 2001 the Company paid the holders of US$ 6,000,000 of the
Debentures US$ 4,207,500 in cash, which the Debenture holders accepted as
payment in full on the Debentures (including past due interest), representing a
31.5% discount from their face value. The Centerpoint Loan bears interest at a
rate of 5 % per annum, is repayable in full on the earlier of June 13, 2002 and
the date on which the Company causes or permits a liquidation of Centerpoint,
and was secured by the 300,000 shares of Centerpoint common stock currently
owned by the Company and 1,200,000 of the shares of Centerpoint common stock
currently owned by OAM.
In December 2000, the Company and Gould, the co-defendant in the Wilson
Litigation executed a settlement agreement and release with the plaintiff under
which each of the Company and Gould paid US$ 1,025,000 to settle the claims with
the plaintiff. On June 15, 2001, a verdict was rendered by the Court of Common
Pleas of Philadelphia County holding that the Company was responsible for paying
all settlement funds and ordering the Company to pay Gould US $ 1,025,000 plus
interest at a rate of 7% per annum from the date Gould paid the plaintiffs. Such
amount was paid at the end of 2000 and in 2001.
In January 2002, the Company's OAM subsidiary entered into agreements with Bion
as described in Note 5 to the Financial Statements . The substantial effect of
the agreements with Bion was that the Company disposed of its controlling
interest in Centerpoint. Centerpoint substantially received 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 Promissory Note and
approximately US$ 3.7 million of the approximately US$ 8.7 million cash held by
Centerpoint at the date of the transaction with Bion.
As at June 2003, the Company has approximately Euro 4.2 million (US$ 4.8 million
at exchange rates prevailing on the date of this report) i of cash. Management
believes such amounts to be sufficient to fund operations which principally
reflect litigation which the company has commenced against Aprilia and against
IMI as described above 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 May 2002 the Board of Directors of the
Company approved the engagement of Investec Ernst & Co. to explore investment
options available to the Company and to seek a suitable business to acquire or
merge with. The Company has evaluated a number of business opportunities
presented by Investec, but has determined not to pursue any of them. The
Company's Board of Directors does not consider liquidating the Company to be a
viable alternative due to the complexity of the Company's corporate structure,
and the continuing effects of past acquisitions, dispositions and restructuring,
and related tax effects.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
None.
Item 4. Controls and Procedures.
The information required by Item 307 of Regulation S-K is not required for
quarterly reports for the calendar year 2000.
Part II - Other Information
Item 1. Legal Proceedings.
Legal proceedings in which the company is involved are described in note 5 of
Part 1 of this report, which is incorporated herein by reference.
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 Security 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 Mark S. Hauser
31.2 Certification of Emanuel Arbib
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: July 16, 2003 By: /s/ Emanuel M. Arbib
------------------------------------
Emanuel M. Arbib,
Joint Chief Executive Officer
Dated: July 16,2003 By: /s/ Mark S. Hauser
------------------------------------
Mark S. Hauser
President/Joint Chief Executive
Officer
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, September 30, 2000 and is qualified in its
entirety by reference to such financial statements.
Item No. Item Description Amount*
5-01(1) Cash and cash items 14,963,000
5-02(2) Marketable securities 14,641,000
5-02(3)(a)(1) Notes and accounts receivable - trade 83,000
5-02(3)(a)(4) Notes and accounts receivable - 610,000
5-02(4) Allowances for doubtful accounts 0
5-02(6) Inventory 0
5-02(9) Total current assets 30,407,000
5-02(13) Property, plant and equipment 128,000
5-02(14) Accumulated depreciation 70,000
5-02(18) Total assets 32,266,000
5-02(21) Total current liabilities 10,553,000
5-02(22) Bonds, mortgages and similar debt 6,250,000
5-02(28) Preferred stock - mandatory redemption 0
5-02(29) Preferred stock - non-mandatory redemption 0
5-02(31) Common stock 48,000
5-02(32) Other stockholders' equity 4,246,000
5-03(b)(1)(a) Net sales of tangible products 0
5-03(b)(1) Total revenues 0
5-03(b)(2)(a) Cost of tangible goods sold 0
5-03(b)(2) Total costs and expenses applicable to sales and revenue 1,482,000
5-03(b)(3) Other costs and expenses 1,577,000
5-03(b)(5) Provision for doubtful accounts and notes 0
5-03(b)(8) Interest and amortization of debt discount 416,000
5-03(b)(10) Income before taxes and other items (3,224,000)
5-03(b)(11) Income tax expense 0
5-03(b)(14) Income/loss continuing operations (5,875,000)
5-03(b)(15) Discontinued operations 15,466,000
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 12,783,000
5-03(b)(20) Earnings per share - primary 3.14
5-03(b)(20) Earnings per share - fully diluted 3.14
* Dollar amounts are based on conversion rate of 2190 Lire to the
Dollar which prevailed on September 30, 2000.