<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
/X/ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended September 30, 1998
/ / Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
-------------------- ---------------------
Commission file number 0-28144
-------
Trimol Group, Inc.
------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 13-3859706
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1285 Avenue of the Americas, 35th Floor, New York, New York 10019
-----------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 554-4394
--------------
(Issuer's Telephone Number, Including Area Code)
- ---------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 / X / No / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes / / No / /
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of September 30, 1998, 12,023,000
shares of Common Stock, par value $.01 per share.
Transitional Small Business Disclosure Format (check one):
Yes / / No / X /
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Heading Page
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements........................................................................... 1 - 10
Condensed Consolidated Balance Sheets as of September 30, 1998 (Unaudited)
and December 31, 1997 (Audited)................................................................... 1 - 2
Condensed Consolidated Statements of Operations for the nine months and three months
ended September 30, 1998 and 1997 (Unaudited)..................................................... 3 - 4
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 1998 and 1997 (Unaudited)..................................................... 5 - 7
Notes to Condensed Consolidated Financial Statements ............................................... 8 - 10
Item 2. Management's Discussion and Analysis and Results of Operations................................. 11 - 14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .............................................................. 15
Signatures ............................................................................................... 16
</TABLE>
(i)
<PAGE>
TRIMOL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. Dollars in Thousands
<TABLE>
<CAPTION>
September 30, December 31,
1 9 9 8 1 9 9 7
------- -------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
ASSETS OF BANK BUSINESS
Cash and due from banks.................................................. $ 3,817 $ --
Time deposits with banks................................................. 1,307 --
Securities held to maturity.............................................. 2,161 --
Loans.................................................................... 8,845 --
Less: allowance for possible loan losses................................. (640) --
Customer's acceptance liabilities........................................ 293 --
Investments in investee.................................................. 3 --
Bank premises and equipment.............................................. 963 --
Other accounts receivable and debit balances............................. 388 --
--------------- ------------------
TOTAL ASSETS OF BANK BUSINESS............................................ 17,137 --
--------------- ------------------
ASSETS OF INSURANCE BUSINESS
Investments
Long term deposit........................................................ 20 --
Capital note............................................................. 15 --
--------------- ------------------
35 --
--------------- ------------------
Cash and cash equivalents................................................ 7 --
Outstanding premiums..................................................... 19 --
Other accounts receivable................................................ 5 --
--------------- ------------------
31 --
--------------- ------------------
Reinsurers' share of reserves
Provision for unearned premiums.......................................... 30 --
Losses and loss adjustment reserves...................................... 124 --
--------------- ------------------
154 --
--------------- ------------------
Furniture, equipment and vehicles........................................ 84 --
--------------- ------------------
Other assets............................................................. 45 --
--------------- ------------------
TOTAL ASSETS OF INSURANCE BUSINESS....................................... 349 --
--------------- ------------------
ASSETS OF OTHER BUSINESSES
Current assets:
Cash and cash equivalents................................................ 961 --
Trade accounts receivable and accrued income............................. 567 405
Related parties receivable............................................... 45 --
Other accounts receivable and debit balances............................. 92 --
Inventories.............................................................. 154 --
--------------- ------------------
1,819 405
--------------- ------------------
Operating equipment...................................................... 263 --
--------------- ------------------
Property and equipment, net.............................................. 5,979 --
--------------- ------------------
Goodwill................................................................. 84 --
--------------- ------------------
TOTAL ASSETS OF OTHER BUSINESSES......................................... 8,145 405
--------------- ------------------
TOTAL ASSETS............................................................. $ 25,631 $ 405
--------------- ------------------
--------------- ------------------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
-1-
<PAGE>
TRIMOL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. Dollars in Thousands
<TABLE>
<CAPTION>
September 30, December 31,
1 9 9 8 1 9 9 7
------- -------
(Unaudited) (Audited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES OF BANK BUSINESS
Deposits:
Non interest bearing deposits.............................. $ 5,547 $ --
Interest bearing deposits.................................. 4,228 --
Deposits of the National Bank.............................. 1,833 --
--------------- ----------------
11,608 --
--------------- ----------------
Securities sold to the National Bank....................... 201 --
--------------- ----------------
Acceptance outstanding..................................... 299 --
--------------- ----------------
Other liabilities.......................................... 412 --
--------------- ----------------
TOTAL LIABILITIES OF BANK BUSINESS......................... 12,520 --
--------------- ----------------
LIABILITIES OF INSURANCE BUSINESS
Losses and loss adjustment reserves........................ 232 --
Provision for unearned premiums............................ 68 --
Reinsurance balances payable............................... 26 --
Deferred policy acquisition costs, net..................... 7 --
Other accounts payable..................................... 20 --
--------------- ----------------
TOTAL LIABILITIES OF INSURANCE BUSINESS.................... 353 --
--------------- ----------------
LIABILITIES OF OTHER BUSINESSES
Current liatilities
Related parties payable.................................... 2,005 --
Trade accounts payable..................................... 421 351
Other accounts payable and credit balances................. 147 --
--------------- ----------------
2,573 351
--------------- ----------------
Long term liabilities
Deferred taxes............................................. 53 --
--------------- ----------------
TOTAL LIABILITIES OF OTHER BUSINESSES...................... 2,626 351
--------------- ----------------
TOTAL LIABILITIES.......................................... 15,499 351
--------------- ----------------
OUTSIDE SHAREHOLDERS' INTEREST............................. 2,301 --
--------------- ----------------
SHAREHOLDERS' EQUITY
Preferred stock: 10,000 shares authorized of U.S. $100 par
value, 0 and 0 shares issued and outstanding, respectively - --
Common stock: 30,000,000 shares authorized of U.S.$ 0.01
par value, 12,023,000 and 2,000,000 shares issued and
outstanding, respectively.................................. 120 20
Additional paid in capital................................. 5,646 --
Retained earnings.......................................... 2,065 34
--------------- ----------------
TOTAL SHAREHOLDERS' EQUITY................................. 7,831 54
--------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY..................................................... $ 25,631 $ 405
--------------- ----------------
--------------- ----------------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
-2-
<PAGE>
TRIMOL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. Dollars in Thousands (except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------- -------------
1 9 9 8 1 9 9 7 1 9 9 8 1 9 9 7
------- ------- ------- -------
(Unaudited)
<S> <C> <C> <C> <C>
INCOME
FROM BANK BUSINESS
Interest income
Interest due from banks and time deposits with
banks....................................... $ 69 $ -- $ 161 $--
Interest on securities....................... 94 -- 288 --
Interest on loans............................ 495 -- 1,510 --
------- ------- ------- -------
Total interest income........................ 658 -- 1,959 --
------- ------- ------- -------
Interest expense
Interest on demand deposits.................. 1 -- 1 --
Interest on time deposits.................... 202 -- 499 --
Interest on deposits from banks.............. 64 -- 148 --
Interest on deposit of National Bank......... 4 -- 4 --
- --
Total interest expense....................... 271 -- 652 --
------- ------- ------- -------
Net interest income.......................... 387 -- 1,307 --
Allowance for possible loan losses........... 68 -- 103 --
-- -----
Net interest income after allowance for possible
loan losses................................. 319 -- 1,204 --
------- ------- ------- -------
Non interest income
Financial services fees...................... 120 -- 479 --
Foreign exchange trading profits and commissions 196 -- 558 --
Other........................................ 26 -- 59 --
-- --
Total non interest income.................... 342 -- 1,096 --
------- ------- ------- -------
Non interest expense
Salaries and related costs................... 193 -- 601 --
Equipment and depreciation................... 28 -- 132 --
Maintenance.................................. 19 -- 63 --
Communication and transportation............. 33 -- 133 --
Taxes other than income...................... 2 -- 10 --
Outside services and processing.............. 39 -- 73 --
Marketing and development.................... 14 -- 60 --
Fees paid.................................... 8 -- 53 --
Other........................................ 39 -- 111 --
------- ------- ------- -------
Total non interest expense................... 375 -- 1,236 --
------- ------- ------- -------
Income before income taxes................... 286 -- 1,064 --
Income tax................................... 28 -- 136 --
------- ------- ------- -------
NET INCOME FROM BANK BUSINESS................ 258 -- 928 --
------- ------- ------- -------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
-3-
<PAGE>
TRIMOL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. Dollars in Thousands (except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------- -------------
1 9 9 8 1 9 9 7 1 9 9 8 1 9 9 7
------- ------- ------- -------
(Unaudited)
<S> <C> <C> <C> <C>
FROM INSURANCE BUSINESS
Revenues
Gross insurance premiums written................... $18 $ -- $155 $--
Change in provisions for unearned premiums......... -- -- 5 --
------- ------- ------- -------
Gross premiums earned.............................. 18 -- 160 --
------- ------- ------- -------
Premiums ceded (reinsured)......................... 11 -- (61) --
Change in reinsurers' share for unearned (1) -- (16) --
premium............................................
------- ------- ------- -------
Earned premiums ceded.............................. 10 -- (77) --
------- ------- ------- -------
Net premiums earned................................ 28 -- 83 --
------- ------- ------- -------
Interest income, net............................... 22 -- 58 --
------- ------- ------- -------
Other revenues
Commission earned from reinsurance................. 7 -- 33 --
Other income (expenses)............................ (14) -- 6 --
------- ------- ------- -------
(7) -- 39 --
------- ------- ------- -------
Total revenues..................................... 43 -- 180 --
------- ------- ------- -------
Expenses
Losses and loss adjustment expense................. 20 -- 71 --
Reinsurers' share of losses and loss (9) -- (34) --
adjustment expense.................................
------- ------- ------- -------
11 -- 37 --
------- ------- ------- -------
Other operating expenses........................... 13 -- 93 --
Translation loss................................... 13 -- 26 --
------- ------- ------- -------
26 -- 119 --
------- ------- ------- -------
Total expenses..................................... 37 -- 156 --
------- ------- ------- -------
Capital loss....................................... 6 -- 6 --
------- ------- ------- -------
NET INCOME FROM INSURANCE BUSINESS................. -- -- 18 --
------- ------- ------- -------
FROM OTHER BUSINESSES
Revenues........................................... 1,836 973 5,576 3,416
Cost of revenues................................... 810 619 2,565 1,677
------- ------- ------- -------
Gross profit....................................... 1,026 354 3,011 1,739
Selling, administrative and general expenses....... 128 48 541 101
------- ------- ------- -------
Income before financing income..................... 898 306 2,470 1,638
Financing incomes (expenses), net.................. (2) -- 6 (1)
------- ------- ------- -------
Income from regular operations..................... 896 306 2,476 1,637
Other expenses..................................... -- -- 5 --
------- ------- ------- -------
Income before income taxes......................... 896 306 2,471 1,637
Income taxes....................................... 37 -- 122 --
------- ------- ------- -------
NET INCOME FROM OTHER BUSINESSES................... 859 306 2,349 1,637
------- ------- ------- -------
TOTAL INCOME BEFORE OUTSIDE
SHAREHOLDERS' INTEREST IN NET INCOME 1,117 306 3,295 1,637
OUTSIDE SHAREHOLDERS' INTEREST IN NET
INCOME.......................................... 29 -- 135 --
------- ------- ------- -------
TOTAL NET INCOME................................... $1,088 $306 $3,160 $1,637
------- ------- ------- -------
------- ------- ------- -------
NET EARNINGS PER SHARE FOR THE PERIOD.............. 0.091 0.153 0.263 0.819
------- ------- ------- -------
------- ------- ------- -------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING................................. 12,013,750 2,000,000 12,004,634 2,000,000
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
-4-
<PAGE>
TRIMOL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. Dollars in Thousands
<TABLE>
<CAPTION>
Nine months ended
September 30,
--------------------------
1 9 9 8 1 9 9 7
-------- --------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income......................................................................... $ 3,160 $1,637
Adjustments to reconcile net income to net cash provided (used) by
operating activities (Annex A).................................................. 824 (1,590)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES.......................................... 3,984 47
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES
Cash flow from bank business
Proceeds from redemptions of securities held to maturity........................... 10,486 --
Purchases of securities held to maturity........................................... (11,014) --
Net increase in time deposits with banks........................................... (865) --
Net increase in loans.............................................................. (4,063) --
Purchases of premises and equipment................................................ (126) --
Investment in investee............................................................. (1)
Sale of investees.................................................................. 12 --
-------- --------
Net cash used by bank business..................................................... (5,571) --
-------- --------
Cash flow from insurance business
Repayment of leasing transaction................................................... 8 --
Acquisition of furniture, equipment and vehicles................................... (20) --
Proceeds from realization of furniture, equipment and vehicles..................... 4 --
Proceeds from sale of securities held to maturity.................................. 264 --
Investment in long term deposit.................................................... (27) --
Proceeds from redemption of long term deposits..................................... 20
Investment in capital note......................................................... (15) --
-------- --------
Net cash provided by insurance business............................................ 234 --
-------- --------
Cash flow from other businesses
Acquisition of subsidiaries consolidated for the first time (Annex B).............. 4,079 --
Purchases of property and equipment................................................ (84) --
Proceeds from realization of property and equipment................................ 35 --
-------- --------
Net cash provided by other businesses.............................................. 4,030 --
-------- --------
TOTAL NET CASH USED BY INVESTING ACTIVITIES........................................ (1,307) --
-------- --------
CASH FLOW FROM FINANCING ACTIVITIES
Cash flow from bank business
Net increase in non-interest bearing deposits...................................... 3,546 --
Net decrease in interest bearing deposits.......................................... (2,100) --
Net increase in deposits from banks................................................ 1,834 --
Net increase in securities sold under repurchase agreements........................ 201
-------- --------
Net cash provided by bank business................................................. 3,481 --
-------- --------
Cash flow from other businesses
Dividend to minority shareholders.................................................. (1,303) --
Decrease in account due from related parties (70) --
-------- --------
Net cash used by other businesses.................................................. (1,373) --
-------- --------
TOTAL NET CASH USED BY FINANCING ACTIVITIES....................................... 2,108 --
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS.............................................. 4,785 47
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................................... -- 15
CASH AND CASH EQUIVALENTS AT END OF PERIOD......................................... $4,785 $62
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
-5-
<PAGE>
TRIMOL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. Dollars in Thousands
ANNEX A - Adjustments to reconcile net income to net cash provided (used) in
operating activities
<TABLE>
<CAPTION>
Nine months ended
September 30,
--------------------------
1 9 9 8 1 9 9 7
------- -------
(Unaudited)
<S> <C> <C>
INCOME AND EXPENSES NOT INVOLVING CASH FLOW
Bank business
Allowance for possible loan losses and doubtful accounts........................... $103 $ --
Depreciation....................................................................... 125 --
Increase in deferred taxes......................................................... 26 --
------- ----
254 --
------- ----
Insurance business
Depreciation....................................................................... 8 --
Erosion of securities and capital note............................................. 2
Changes in interest receivable on securities and deposits.......................... (1)
Capital loss....................................................................... 5
------- ----
14 --
------- ----
Other businesses
Outside shareholders' interest in net earnings..................................... 135 --
Depreciation....................................................................... 238 --
Increase in deferred taxes......................................................... 37 --
Loss from realization of property and equipment.................................... 10 --
Decrease in provision for vacation................................................. (11) --
------- ----
409 --
------- ----
CHANGES IN ASSETS AND LIABILITIES
Bank business
Net decrease in interest receivable................................................ 33 --
Net decrease in other receivables.................................................. 16 --
Net increase in interest payable................................................... 70 --
Net decrease in accrued expenses................................................... (139) --
------- ----
(20) --
------- ----
Insurance business
Decrease in outstanding premiums.................................................. 20 --
Increase in unearned premiums reserve, net......................................... 9 --
Increase in losses and loss adjustment reserves, net............................... 14 --
Decrease in reinsurers' accounts................................................... (15) --
Decrease in deferred policy acquisition costs, net................................. (2) --
Increase in other accounts payable................................................. 7 --
------- ----
33 --
------- ----
Other businesses
Decrese (increase) in trade accounts receivable and accrued income................. (126) 44
Decrease in other accounts receivable and debit balances........................... 78 --
Decrease in inventories and operating equipment.................................... 86 --
Increase (decrease) in trade accounts payable...................................... 2 (1,634)
Increase in other accounts payable and credit balances............................. 94 --
------- ----
134 (1,590)
------- ----
TOTAL ADJUSTMENTS $824 $(1,590)
------- ----
------- ----
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
-6-
<PAGE>
TRIMOL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. Dollars in Thousands
ANNEX B - Acquisition of subsidiaries consolidated for the first time *
<TABLE>
<CAPTION>
Nine months ended
September 30,
------------------------
1 9 9 8 1 9 9 7
------- -------
(Unaudited)
<S> <C> <C>
Assets and liabilities on acquisition
Deficit in working capital (excluding cash)....................... $3,671 $--
Real estate....................................................... (7,511) --
Investment in investees........................................... (24) --
Investment in affiliated companies................................ 5,746 --
Long term debt.................................................... 16 --
Goodwill.......................................................... (91) --
Outside shareholders' interest.................................... 2,272 --
------ ------
Net cash provided from acquisition of subsidiaries consolidated
for the first time............................................... $4,079 $--
------ ------
------ ------
</TABLE>
* For details about the acquisition see Note 2(a)
The accompanying notes are an integral part of these condensed consolidated
financial statements
-7-
<PAGE>
TRIMOL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The unaudited condensed consolidated financial statements of Trimol
Group, Inc. (the "Company"), formerly Nutronics International, Inc.
included herein have been prepared in accordance with generally
accepted accounting principles for interim financial information,
pursuant to the rules and regulations of the Securities and Exchange
Commission applicable to quarterly reports on Form 10-QSB, and do not
include all of the information and note disclosures required by
generally accepted accounting principles for complete financial
statements. These statements should be read in conjunction with the
audited financial statements and notes thereto for the nine month
period ended September 30, 1997, included in the Company's Report on
Form 8-K/ A filed with the Securities and Exchange Commission on March
6, 1998. In the opinion of management, all adjustments (consisting
only of normal and recurring adjustments) necessary for a fair
presentation have been included. The results of operations for interim
periods are not necessarily indicative of the results to be expected
for the full fiscal year.
Note 2 - Business combination
(a) As of January 6, 1998, pursuant to an Agreement and Plan of
Reorganization, the Company acquired from Magnum Associates Ltd.
and Starbeam Ltd all of the issued and outstanding shares of the
capital stock of Exim Asint S.A. and of Banca Comerciala pe
Actiuni "Export - Import", and 65% of the issued and outstanding
shares of the capital stock of Jolly Alon Limited (collectively
referred to as the "Target Companies"), in exchange for an
aggregate of 10,000,000 shares of the Company's common stock, par
value $0.01 per share.
This transaction was accounted for using the reverse purchase
method. The excess amount of purchase price over net assets
purchased amounted to $90,909 and was attributed to goodwill,
which is amortized by the straight line method over 10 years.
The operating results and cash flows of the Target Companies are
included in the consolidated financial statements since the date
of acquisition.
The Target Companies operate in Moldova, and their currency of
operation is the Moldovan Lei (MDL). Until December 31, 1997,
Moldova was considered to be a country with hyper-inflation, as
the rate of inflation in the three years preceding 1996 reached
more than 100%. From January 1, 1998, according to the Statements
of Financial Accounting Standards (SFAS) No. 52, "Foreign
Currency Translation", of the Financial Accounting Standards
Board (FASB) of the United States, Moldova should no longer be
considered to be a country with a hyper-inflationary environment.
However, due to uncertainties regarding the economic situation in
Moldova, it has been decided to continue remeasuring the
financial statements in U.S. dollars.
(b) Pursuant to a Stock Purchase Agreement dated May 3, 1998, to
which the Company was a party, on May 6, 1998, the Company
acquired all of the issued and outstanding shares of capital
stock of Intercomsoft Limited, an Irish corporation
("Intercomsoft"), in exchange for 1,000,000 shares of the
Company's common stock, par value $ 0.01 per share.
The acquisition of Intercomsoft has been accounted for in a manner
similar to a pooling of interest since the Company and
Intercomsoft are enterprises under common control. The Company's
financial statements have been restated to include the results of
operation, financial position and cash flows of Intercomsoft for
all periods presented as though it had always been a part of the
Company.
-8-
<PAGE>
TRIMOL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2 - Business combination (continued)
The nine month period condensed consolidated financial statements
include premerger revenues and net income of the Company and
Intercomsoft as follows:
<TABLE>
<CAPTION>
Revenues Net income
-------- ----------
U.S. Dollars In Thousands
-------------------------
<S> <C> <C>
The Company - three months ended March 31, 1998 (Unaudited) $1,677 $323
Intercomsoft - three months ended March 31, 1998 (Unaudited) 1,312 715
The Company (including Intercomsoft) - six months ended
September 30, 1998 (Unaudited) 5,797 2,122
--------- -------
Combined $8,786 $3,160
--------- -------
--------- -------
</TABLE>
A reconciliation of consolidated revenues and net income as
originally reported and as restated follows:
<TABLE>
<CAPTION>
Nine months Three months
ended September 30, ended September 30,
1997 1997
---- ----
U.S. Dollars In Thousands
-------------------------
Revenues
<S> <C> <C>
As reported by the Company (Unaudited) -- --
As reported by Intercomsoft (Unaudited) $3,416 $973
--------- -------
As restated $3,416 $973
--------- -------
--------- -------
Net income
As reported by the Company (Unaudited) -- --
As reported by Intercomsoft (Unaudited) $1,637 $306
--------- -------
As restated $1,637 $306
--------- -------
--------- -------
</TABLE>
Note 3 - Business Segment Information
(a) Since the financial position and the operational results of the
bank business and insurance business are presented separately in
the condensed consolidated financial statements of the Company,
this note pertains only to the other business sector.
(b) The other business sector includes the activities of two
companies which are considered by the Company as separate
segments:
Jolly Alon Limited - operates and manages the Jolly Alon Hotel in
Chisinau, Moldova. The principal guests of the hotel are business
persons from all over the world, diplomats and some local
companies which rent stores and offices located in the hotel
property.
Intercomsoft Limited - imports equipment and auxiliary materials
utilized for the production of computerized documents (passports,
drivers licenses, vehicle registrations and identification
cards), and the software required for the operation of this
equipment, and leases these items to the Moldovan Ministry of
Economics, which is the Company's sole client.
(c) The periods of nine months and three months ended September 30,
1997 include only the activities of Intercomsoft (see Note 2).
-9-
<PAGE>
TRIMOL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3 - Business Segment Information (continued)
<TABLE>
<CAPTION>
Hotel
business Intercomsoft Adjustments Consolidated
-------- ------------ ----------- ------------
U.S. Dollars In Thousands
-------------------------------
<S> <C> <C> <C> <C>
Nine months ended
September 30, 1998
- ------------------------
Revenues from external $1,946 $3,630 $ -- $5,576
customers
Intersegment revenues 37 -- (37) --
------ ------ ----- ------
Total revenues $1,983 $3,630 $ (37) $5,576
------ ------ ----- ------
------ ------ ----- ------
Income before income taxes $508 $2,034 $ 8 $2,550
Income taxes (122) -- -- (122)
Other expenses -- -- (79) (79)
------ ------ ----- ------
Net income $ 386 $2,034 $ (71) $2,349
------ ------ ----- ------
------ ------ ----- ------
Three months ended
September 30, 1998
- ------------------------
Revenues from external $ 543 $1,293 $ -- $1,836
customers
Intersegment revenues 6 -- (6) --
------ ------ ----- ------
Total revenues $ 549 $1,293 $ (6) $1,836
------ ------ ----- ------
------ ------ ----- ------
Income before income taxes $ 121 $ 790 $ 17 $ 928
Income taxes (37) -- -- (37)
Other expenses -- -- (32) (32)
------ ------ ----- ------
Net income $ 84 $ 790 $ (15) $ 859
------ ------ ----- ------
------ ------ ----- ------
As of September 30, 1998
- ------------------------
Segment assets $6,854 $1,345 $(262) $7,937
Other assets -- -- 208 208
------ ------ ----- ------
Total assets $6,854 $1,345 $ (54) $8,145
------ ------ ----- ------
------ ------ ----- ------
</TABLE>
Note 4 - Subsequent Event
The exchange rate on June 30th, September 30th and November 6th, 1998
of the Moldovan Lei to the United States dollar was 4.742, 4.966 and
6.870, respectively. If this rate remains until December 31, 1998, it
will have a material adverse affect on the Company.
-10-
<PAGE>
Item 2. Management's Discussion and Analysis and Results of Operations.
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's financial statements and notes thereto appearing elsewhere in this
report.
General
Trimol Group, Inc., a Delaware corporation (the "Company"), through its
wholly-owned subsidiaries, owns 65% of the issued and outstanding shares of
capital stock of Jolly Alon Limited, a Moldovan corporation (the "Hotel"), in
Chisinau, Moldova, with the remaining thirty-five (35%) percent of the issued
and outstanding shares of capital stock of the Hotel being owned by the
Government of the Republic of Moldova; 100% of the issued and outstanding
shares of capital stock of Banca Comerciala pe Actiuni "Export- Import," a
Moldovan commercial bank (the "Bank"); 100% of the issued and outstanding
shares of capital stock of Exim Asint S.A., a Moldovan property and casualty
insurer (the "Insurance Company"); and 100% of the issued and outstanding
shares of capital stock of Intercomsoft Limited, an Irish corporation
("Intercomsoft") that is the exclusive supplier to the Government of the
Republic of Moldova of the technology required to produce secure essential
government documents (e.g. passports, driver's licenses, etc.). Intercomsoft,
together with the Bank, the Hotel, and the Insurance Company are sometimes
hereinafter collectively referred to as the "Operating Entities." The
Company's interests in the Bank, the Hotel and the Insurance Company were
acquired on January 6, 1998. The Company's interest in Intercomsoft was
acquired on May 6, 1998.
The official currency of the Republic of Moldova is the Moldovan Lei (Not
the Russian Ruble).
For at least three years prior to January 6, 1998, the Company had no
material operations. As a result, a discussion comparing the Company's
operations as of and at the end of the three and nine months ending September
30, 1998 to the comparative periods in 1997 would be of no value except in
the instance of Intercomsoft which was under common control. The acquisition
of Intercomsoft has been accounted for in a manner similar to a pooling of
interest since the Company and Intercomsoft are enterprises under common
control. The Company's financial statements have been restated to include the
results of operation, financial position and cash flows of Intercomsoft for
all periods presented as though it had always been a part of the Company. As
a consequence, comparisons cannot be made between fiscal years 1997 and 1998
to either the three or nine month periods ended September 30, 1998.
The Bank
Revenues. The Bank derives its revenue from charging fees for its services,
interest charged on loans, interest earned on funds deposited in correspondent
banks and investing in securities issued by the Moldovan government.
11
<PAGE>
During the three and nine month periods ended September 30, 1998, ("3rd
Quarter 1998" and "Nine Months 1998," respectively), the Bank had interest
income of approximately $658,000 and $1,959,000, respectively. The largest
component of the Bank's interest income was interest earned on loans which
was approximately $495,000 and $1,510,000, or approximately 75% and 77% of
the Bank's total interest income during the 3rd Quarter 1998 and Nine Months
1998, respectively. The remaining components of the Bank's interest income
were interest earned on securities and interest earned on deposits with
correspondent banks. During the 3rd Quarter 1998 and Nine Months 1998, the
Bank earned approximately $94,000 and $288,000 in interest on securities,
representing approximately 14% and 15%, respectively, of the Bank's total
interest income during the foregoing periods. During those same periods the
Bank earned approximately $69,000 and $161,000, or approximately 10% and 8%,
respectively, of its interest income from interest earned on deposits with
correspondent banks. In addition to interest income, the Bank also had
non-interest income of approximately $342,000 and 1,096,000 during the 3rd
Quarter 1998 and Nine Months 1998, respectively. The principal component of
the Bank's non-interest income was foreign exchange trading and commissions
of approximately $196,000 and $558,000, which represented approximately 57%
and 51% of the Bank's non-interest income during the 3rd Quarter 1998 and
Nine Months 1998, respectively. Another component of the Bank's non-interest
income consisted of financial service fees of approximately $120,000 and
$479,000 or approximately 35% and 44% of the Bank's non-interest income
during the 3rd Quarter 1998 and Nine Months 1998, respectively.
Expenses. Offsetting the Bank's interest income during the 3rd Quarter
1998 and Nine Months 1998 was interest expense of approximately $271,000 and
$652,000, respectively, comprised principally of approximately $202,000 and
$499,000 of interest paid on time deposits or approximately 31% and 25%,
respectively, of total interest income for the foregoing periods. Also
offsetting the Bank's interest income were interest expenses due to other
banks on their time deposits with the Bank of approximately $64,000 and
$148,000, or approximately 10% and 8% of the Bank's interest income during
the 3rd Quarter 1998 and Nine Months 1998, respectively. Offsetting the
Bank's non-interest income during the 3rd Quarter 1998 were non-interest
expenses of approximately $375,000, comprised principally of salaries and
related costs of approximately $193,000, with all other non-interest expenses
during this period totaling approximately $182,000. During Nine Months 1998
non-interest expenses of approximately $1,236,000, consisted principally of
salaries and related costs of approximately $601,000, equipment and
depreciation of approximately $132,000 and communication and transportation
expenses of approximately $133,000.
Net Income. The Bank's net interest income for the 3rd Quarter 1998 was
approximately $319,000. However, total non-interest expenses during this period
of approximately $375,000 exceeded total non-interest income of approximately
$342,000 by approximately $33,000, thereby reducing the Bank's income before
taxes to approximately $286,000 during the 3rd Quarter 1998. Income taxes of
approximately $28,000 on the Bank's income reduced the Bank's net income to
approximately $258,000 during the 3rd Quarter 1998. During Nine Months 1998, the
Bank's net interest income was approximately $1,204,000 with non-interest income
of approximately $1,096,000. Both were offset by non-interest expenses of
$1,236,000 thereby reducing income before taxes to approximately $1,064,000 with
income taxes of approximately $136,000 resulting in net income of approximately
$928,000 from the Bank's business for the Nine Months 1998. Net income for the
Bank was approximately 26% and 30% of the Bank's aggregate total non-interest
income and interest income for the 3rd Quarter 1998 and Nine Months 1998,
respectively.
12
<PAGE>
The Insurance Company
Although the Insurance Company began operations in 1995 it has not yet
matured and is still in its growth stage. The Insurance Company derives its
revenues from premium payments from its insureds and from the investment of
its insurance reserves. During the 3rd Quarter 1998 and Nine Months 1998, the
Insurance Company had total revenues of approximately $43,000 and $180,000
respectively. Although the Insurance Company earned approximately $18,000 and
$160,000 in gross premiums during the 3rd Quarter 1998 and Nine Months 1998,
respectively, earned premiums which were ceded to reinsurers totaled
approximately $10,000 of such net revenues and $77,000 in expenses during the
foregoing periods resulting in approximately $28,000 and $83,000,
respectively, in net premiums earned. During the 3rd Quarter 1998 and Nine
Months 1998, the Insurance Company also received net interest income of
approximately $22,000 and $58,000 and commissions earned from reinsurance of
approximately $7,000 and $33,000, respectively. The Insurance Company's total
expenses of approximately $37,000 and $156,000, and capital losses of
approximately $6,000 for each of the 3rd Quarter 1998 and Nine Months 1998,
resulted in net income of approximately $0.0 and $18,000 during these periods.
Other Business
The Company's other businesses consisted of the Hotel and Intercomsoft.
Hotel
During the 3rd Quarter 1998 and Nine Months 1998, the Hotel derived
revenues of approximately $543,000 and $1,946,000, respectively, from room
rentals of guest accommodations, leasing of office space, and restaurant
operations. The Hotel's approximate $326,000 in revenue costs during the 3rd
Quarter 1998 represented approximately 60% of the Hotel's revenues, leaving a
gross profit of approximately $217,000 for that period. The Hotel's approximate
$1,092,000 in revenue costs for the Nine Months 1998 represented approximately
56% of the Hotel's revenues, leaving a gross profit of approximately $854,000
for that period.
Selling, administrative and general expenses for the Hotel's 3rd Quarter
1998 were approximately $76,000 or 14% of the Hotel's revenues for that
period. Principal deductions from revenues before net income for that period
were (a) the above noted revenue costs, (b) the above selling, administrative
and general expenses; and (c) income taxes of approximately $37,000 or 7% of
revenues. Selling, administrative and general expenses for the Hotel's Nine
Months 1998 were approximately $354,000 or 18% of the Hotel's revenues for
that period.
Principal deductions from revenues for that period before net income were
substantially similar in kind to the Hotel's 3rd Quarter 1998 deductions.
The Hotel's net income during the 3rd Quarter 1998 and Nine Months 1998 was
approximately $98,000 and $375,000, or approximately 18% and 19% of its
revenues, respectively.
13
<PAGE>
Intercomsoft
Intercomsoft derives its revenues from being the exclusive supplier of
the technology required to produce secure essential government documents
(e.g. passports, driver's licenses, etc.) to the Government of the Republic
of Moldova. During the 3rd Quarter 1998 and Nine Months 1998, Intercomsoft
had revenues of approximately $1,293,000 and $3,630,000, respectively. During
the foregoing periods, Intercomsoft's cost of revenues were approximately
$484,000 and $1,473,000 or approximately 37% and 41%, respectively. This
resulted in gross profits for Intercomsoft of approximately $809,000 and
$2,157,000 for the 3rd Quarter 1998 and Nine Months 1998, respectively.
Selling, administrative and general expenses for Intercomsoft's 3rd Quarter
1998 and Nine Months 1998 were approximately $20,000 and $108,000 or
approximately 2% and 3%, respectively, of its revenues. Intercomsoft's net
income of approximately $793,000 for the 3rd Quarter 1998, represented
approximately 61% of Intercomsoft's revenues for that three month period.
During the Nine Months 1998, Intercomsoft's net income of approximately
$2,053,000 represented approximately 57% of its revenues.
The Company
During the 3rd Quarter 1998 and Nine Months 1998, the Company had total
income before outside shareholder's interest in net income of approximately
$1,117,000 and $3,295,000, respectively; from which were deducted the sums of
approximately $29,000 and $135,000, respectively, which were deducted for the
outside shareholder's interest in net income representing the Government of
Moldova's interest in the Hotel. Accordingly, the Company's resulting net income
was approximately $1,088,000 and $3,160,000, for the 3rd Quarter 1998 and Nine
Months 1998, respectively. The Company's net earnings per share were
approximately $0.091 and $0.263 per share for the 3rd Quarter 1998 and Nine
Months 1998, respectively.
Liquidity & Capital Resources
The Company believes that its existing source of liquidity and its
current revenues and cash flow, will be adequate to sustain its current
operations and to satisfy its current working capital and capital expenditure
requirements for the next twelve months.
The Company plans to continue seeking other acquisition candidates which
may be acquired through the issuance of securities and/or the payment of
available cash, or both.
14
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description of Document
- ---------- -----------------------
<S> <C>
2 Agreement and Plan of Reorganization, effective January 6, 1998,
by and among the Company, Edward F. Cowle, H. DeWorth Williams,
Gold Hill Mines, Inc., Magnum Associates Ltd. and Starbeam Ltd. (1)
2A Registrant's Certificate of Incorporation(2)
3 By-Laws(2)
4 Specimen of Certificate of Common Stock(2)
27 Financial Data Schedule
</TABLE>
Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any Current Reports on Form 8-K during the quarter
ended September 30, 1998.
- ------------
(1) Incorporated by reference to the Company's Report on Form 8-K, filed on
January 6, 1998, as amended by the Company's Form 8-KA on March 6, 1998.
(2) Incorporated by reference to the Company's Registration Statement on
Form 10-SB.
15
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TRIMOL GROUP, INC.
Dated: November 13, 1998 By: /s/Ted Shapiro
--------------
Ted Shapiro, Chief Executive Officer
and President
Dated: November 13, 1998 By: /s/Shmuel Gurfinkel
-------------------
Shmuel Gurfinkel, Chief Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001011733
<NAME> TRIMOL GROUP, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-1-1998
<PERIOD-END> SEP-30-1998
<CASH> 6,092
<SECURITIES> 2,161
<RECEIVABLES> 1,116
<ALLOWANCES> 640
<INVENTORY> 154
<CURRENT-ASSETS> 1,819
<PP&E> 7,289
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,631
<CURRENT-LIABILITIES> 2,573
<BONDS> 0
0
0
<COMMON> 120
<OTHER-SE> 7,711
<TOTAL-LIABILITY-AND-EQUITY> 25,631
<SALES> 0
<TOTAL-REVENUES> 2,854
<CGS> 0
<TOTAL-COSTS> 2,355
<OTHER-EXPENSES> 241
<LOSS-PROVISION> 68
<INTEREST-EXPENSE> 271
<INCOME-PRETAX> 1,182
<INCOME-TAX> 65
<INCOME-CONTINUING> 0
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<CHANGES> 0
<NET-INCOME> 1,088
<EPS-PRIMARY> 0.091
<EPS-DILUTED> 0.091
</TABLE>
