<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMz 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 June 30, 1999
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ________________ to _________________
Commission file number 0-28144
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TRIMOL GROUP, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 13-3859706
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(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
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(Address of Principal Executive Offices)
(212) 554-4394
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(Issuer's Telephone Number, Including Area Code)
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(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 / /
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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 June 30, 1999, 12,039,000
shares of Common Stock, par value $.01 per share.
Transitional Small Business Disclosure Format (check one):
Yes / / No / X /
2
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TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
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Heading Page
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Item 1. Financial Statements..............................................................................F-1-F-11
Condensed Consolidated Balance Sheet...................................................................F-1
Condensed Consolidated Statement of Operations (Unaudited).........................................F-2-F-3
Statement of Changes in Shareholders' Equity (Unaudited)...............................................F-4
Condensed Consolidated Statement of Cash Flow (Unaudited)..........................................F-5-F-6
Notes to the Condensed Consolidated Financial Statements..........................................F-7-F-11
Item 2. Management's Discussion and Analysis and Results of Operations........................................3-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................................................................12
Signatures.......................................................................................................13
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(i)
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Trimol Group, inc.
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEET
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Note June 30, 1999 Dec. 31, 1998
(Unaudited) (Audited)
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(In Thousands of US Dollars)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents 4,493 4,173
Interest bearing deposit 355 215
Held to maturity securities 519 1,136
Loans 4,882 6,343
Less: allowance for possible loan losses (802) (912)
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Loans, net 4,080 5,431
Reinsurance recoverable 55 148
Property, plant and equipment 5,104 7,165
Investments 58
Other assets 1,352 1,123
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TOTAL ASSETS 16,016 19,391
LIABILITIES
Non interest bearing deposits 2,884 2,330
Interest bearing deposits 3,290 4,532
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Total deposits 6,174 6,862
Insurance policy and claim reserves 166 274
Other liabilities 1,968 2,490
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TOTAL LIABILITIES 8,308 9,626
MINORITY INTEREST 1,664 2,199
SHAREHOLDERS' EQUITY
Preferred Stock: 10,000 shares authorized $ 1.00 par - -
value, no shares issued and outstanding.
Common Stock: 30,000,000 shares authorized $ 0.01 par 3
value, 12,039,000 and 12,039,000 shares issued and
outstanding respectively.
120 120
Additional paid in capital 6,018 6,018
Translation reserve (2,178) -
Retained earnings 2,084 1,428
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Accumulated comprehensive income 94
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TOTAL SHAREHOLDERS' EQUITY 6,044 7,566
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 16,016 19,391
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</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
F-1
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Trimol Group, Inc.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
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Six months Six months Three Three
ended ended months months
June 30, June 30, ended ended
1999 1998 June 30, June 30,
1999 1998
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(In Thousands of US Dollars, except per share data)
<S> <C> <C> <C> <C>
REVENUES
Revenues from hotel 1,067 1,410 597 716
Revenues from document processing 1,565 2,337 648 1,025
Loan interest 501 1,015 230 565
Other interest 244 322 104 188
Insurance premiums 40 142 17 95
Commissions and fees 591 812 272 406
------------ ------------ ------------ -------------
TOTAL REVENUES 4,008 6,038 1,868 2,995
Interest expense 391 381 158 238
------------ ------------ ------------ -------------
TOTAL REVENUES, NET OF INTEREST EXPENSE 3,617 5,657 1,710 2,757
PROVISION FOR BENEFITS, CLAIMS AND CREDIT LOSSES
Provision for credit losses 112 35 56 (29)
------------ ------------ ------------ -------------
112 35 56 (29)
OPERATING EXPENSES
Cost of revenue from hotel 533 773 241 387
Cost of revenue from document processing 443 988 188 477
Other operating expenses 1,736 1,490 1,037 721
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TOTAL OPERATING EXPENSES 2,712 3,251 1,466 1,585
------------ ------------ ------------ -------------
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND MINORITY 793 2,371 188 1,201
INTEREST
Provision for income taxes 51 193 (2) 105
Minority interest, net of income taxes 86 106 62 62
------------ ------------ ------------ -------------
NET INCOME 656 2,072 128 1,034
Net income per share (basic) 0.06 0.20 0.01 0.10
Net income per share (diluted) 0.05 0.20 0.01 0.10
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 12,039,000 10,333,333 12,039,000 10,333,333
(BASIC)
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 12,505,667 10,333,333 12,505,667 10,333,333
(BASIC & DILUTED)
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Other Comprehensive Income
Translation reserve (2,178) - (1,069) -
Add: Net Income 656 2,072 128 1,034
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TOTAL COMPREHENSIVE INCOME (1,522) 2,072 (941) 1,034
</TABLE>
F-2
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Trimol Group, Inc.
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
F-3
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Trimol Group, Inc.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
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Six months ended Year ended
June 30, Dec. 31,
1999 1998
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(In Thousands of US Dollars)
<S> <C> <C>
COMMON STOCK
Balance, January 1 120 110
Issue of common stock - 10
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Balance, end of the period 120 120
ADDITIONAL PAID-IN CAPITAL
Balance, January 1 6,018 5,934
Issue of common stock 84
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Balance, end of the period 6,018 6,018
ACCUMULATED COMPREHENSIVE INCOME
Balance, January 1 1,428 (338)
Net income 656 2,950
Dividends paid - (1,184)
Translation reserve (2,178) -
-------- --------
Balance, end of the period (94) 1,428
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TOTAL SHAREHOLDERS' EQUITY 6,044 7,566
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</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
F-4
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Trimol Group, Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
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<CAPTION>
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Six months Six months
ended June 30, ended June 30,
1999 1998
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(In Thousands of US Dollars)
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CASH FLOW FROM OPERATING ACTIVITIES
Net income 656 2,072
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES
INCOME AND EXPENSES NOT INVOLVING CASH FLOW
Depreciation 190 265
Provision for credit losses (94) 35
Minority interest (458) 106
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(361) 406
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CHANGES IN ASSETS AND LIABILITIES
Net decrease (increase) in other assets (365) 32
Net increase (decrease) in other liabilities (538) 234
Net decrease (increase) in reinsurance recoverable 79 (18)
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(824) 248
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TOTAL ADJUSTMENTS (1,185) 654
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NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (529) 2,726
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from redemption of securities held to maturity 5,497 6,508
Purchase of securities held to maturity (4,970) (6,461)
Proceeds from sale of equipment 44 39
Purchase of equipment (105) (38)
Net decrease (increase) in loans 1,248 (88)
Acquisition of subsidiaries - 4,093
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NET CASH PROVIDED BY INVESTING ACTIVITIES 1,714 4,053
CASH FLOW FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (588) 1,324
Payment of dividends - (1,330)
Proceeds from issue of share capital -
Foreign currency translation adjustment (227) -
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NET CASH PROVIDED USE OR FINANCING ACTIVITIES (865) (6)
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</TABLE>
F-5
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Trimol Group, Inc.
<TABLE>
<S> <C> <C>
Increase in cash and cash equivalents 320 6,773
Cash and cash equivalents at beginning of period 4,173 0
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CASH AND CASH EQUIVALENTS AT END PERIOD 4,493 2,907
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid 316 220
Income taxes paid 82 40
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</TABLE>
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
F-6
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Trimol Group, Inc.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands of US Dollars)
NOTE 1 - BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Trimol Group, Inc.
(the "Company") included herein have been prepared on the same basis as those in
the Annual Report on Form 10-KSB for the year ended December 31, 1998 with the
exception of the change from highly inflationary accounting to non highly
inflationary accounting during 1999 as discussed in Note 2. In the opinion of
management all adjustments (consisting only of normal and recurring) 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 - FOREIGN CURRENCY TRANSLATION
The Company operates in the Republic of Moldova and the currency in which the
company transacts a significant part of its operations is the Moldovan leu . At
January 1, 1998 the three year accumulated rate of inflation was approximately
80%. During 1998, the Company's consolidated financial statements were prepared
assuming that that the Moldovan economy remained highly inflationary. The United
States Dollar was used as the Company's functional currency during 1998.
In the second quarter of 1999 it was determined that the three year
accumulated rate of inflation in the Republic of Moldova was 42.4% at January
1, 1999. A country is only considered to be in hyperinflation if the three
year accumulated rate of inflation is 100% or more. Accordingly, management
concluded that the Company's functional currency should revert to the
Moldovan leu from the United States dollar as from that date.
During the six months period ending June 30, 1998 fluctuations in the Moldovan
leu and the United States dollar were charged to Net income under the caption
"Results from exchange", during the same period in 1999 the fluctuations were
included in the caption "Other comprehensive income", not forming part of Net
income.
NOTE 3 - STOCK-BASED COMPENSATION
On February 25, 1999, the Company entered into employment agreements with Boris
Birshstein, Chairman of the Board, Ted Shapiro, President, Chief Executive
Officer and Director and Robert L. Blessey, Secretary and Director (collectively
the "Employment Agreements"). The Employment Agreements are each for a term of
five years commencing January 1, 1999. In addition to the provisions for annual
salaries and other benefits, the Employment Agreements provide for stock based
compensation. As set forth in the Employment Agreements, for every $1,000,000 of
the Company's excess net pre-tax profits (net pre-tax profits in each year
exceeded by net pre-tax profits in the immediately preceding year) generated by
the Company in the determining year, Mr. Birshtein will receive incentive
warrants ("Incentive Warrants") to purchase 100,000 shares of the Company's
common stock (the "Common Stock") up to a maximum of 1,000,000 shares of Common
Stock per year and Messrs. Shapiro and Blessey will each receive Incentive
Warrants to purchase 50,000 shares of Common Stock up to a maximum
F-7
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Trimol Group, Inc.
of 1,000,000 shares per year, at an exercise price equal to the market price of
the Common Stock on the date of exercise of the particular Incentive Warrants
so exercised.
As of June 30, 1999, no Incentive Warrants were outstanding.
In May 1999, the Company issued warrants to purchase shares of its Common Stock
(the "Warrants") to each of Messrs. Birshtein, Shapiro and Blessey, in
consideration of the significant time and effort expended by such individuals on
the Company's behalf for which they were not compensated. The Company issued
Warrants to purchase 600,000, 400,000 and 400,000 shares of Common Stock to
Messrs. Birshtein, Shapiro and Blessey respectively. The Warrants are
exercisable for a period of five years at an exercise price of $11.50 per
share. The holders of the Warrants are entitled to certain demand and
piggy-back registration rights with respect to the shares of Common Stock
issuable upon exercise of the Warrants.
In May 1999 the Company appointed Jay J. Miller and Abdallah S. Mishrick to its
Board of Directors and established an Audit Committee of the Board consisting of
Messrs. Miller, Mishrick and Shapiro. Messrs. Miller and Mishrick were each
granted five year Warrants to purchase up to 30,000 shares of the Company's
Common Stock at an exercise price of $11.50 per share, 15,000 of which vested
on the date of the grant and the remaining 15,000 vest on December 31, 1999
provided that each of such individuals is still a member of the Board of
Directors.
As of June 30, 1999, Warrants to purchase 1,430,000 shares of Common Stock were
issued and outstanding.
NOTE 4-BUSINESS SEGMENT INFORMATION FOR 6 MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
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Bank Hotel Insur- Docu- Holding Elimina- Conso-
opera- opera- ance ment Activi- tions lidated
tions tions opera- proces- ties
tions sing
- ------------------------------ ---------- ----------- ----------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenue 1,303 1,067 73 1,565 - - 4008
Interest expense (391) - - - - - (391)
Total revenue net of
interest expense 912 1,067 73 1,565 - - 3,617
Provision for benefits, (112)
claims and credit losses (112) - - - - -
Operating expenses (576) (772) (78) (453) (833) - (2,712)
Income (loss) from
operations before income
taxes and minority interest 224 295 (5) 1,112 (833) - 793
Provision for income taxes (3) (48) - - - - (51)
Minority interest, net of
taxes - - - - (86) (86)
Net income (loss) 221 247 (5) 1,112 (833) (86) 656
Fixed assets 710 4,323 71 - - - 5,104
</TABLE>
F-8
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Trimol Group, Inc.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Other assets 8,437 446 305 1,566 211 (43) 10,912
Total assets 9,147 4,769 376 1,566 211 (43) 16,016
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</TABLE>
F-9
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Trimol Group, Inc.
BUSINESS SEGMENT INFORMATION FOR 3 MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
- ----------------------------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Bank Hotel Insur- Docu- Holding Elimi- Conso-
opera- opera- ance ment Activi- nations lidated
tions tions opera- proces- ties
tions sing
- ----------------------------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenue 601 597 22 647 1835
Interest expense (158) - - (158)
Total revenue net of
interest expense 443 597 22 647 1,709
Provision for benefits,
claims and credit
losses (56) - - (56)
Operating expenses
(318) (396) (31) (173) (548) (1,466)
Income (loss) from
operations before income
taxes and
minority interest 69 201 (9) 474 (548) 188
Provision for income
taxes 25 (23) - - - 2
Minority interest, net of
taxes - - - - - (62) (62)
Net income (loss) 94 178 (9) 474 (548) (62) 128
Fixed assets 710 4,323 71 5,104
Other assets 8,437 446 305 1,566 211 (43) 10,912
Total assets 9,147 4,769 376 1,566 211 (43) 16,016
- ----------------------------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
NOTE 5 - SIGNIFICANT CONTRACTS
On May 18, 1999, TriTel Communications Group, Inc. (formerly Global Telcom
Group Ltd.) ("TriTel"), a wholly owned subsidiary of the Company, entered
into a Stock Purchase Agreement (the "Agreement") with the shareholders of
I.D.M. Sattelite Division, Inc., a California facilities based
telecommunications provider ("IDM"). In accordance with the terms of the
Agreement, TriTel agreed to acquire all of the issued and outstanding shares
of the capital stock of IDM for: (i) such number of shares of the Company's
Common Stock in each of the three years after the date of closing determined
using a formula specified in the Agreement based upon a multiple of IDM's net
pre-tax profits during each of such years and; (ii) $250,000 to certain
minority shareholders of IDM.
Under the Agreement, TriTel also agreed to lend IDM up to $1,200,000 in
working capital under conditions specified in the Agreement and to appoint
IDM's principal stockholder to the Boards of Directors of the Company and
TriTel. The closing of the acquisition is subject to a number of conditions
among which is the delivery by IDM of certain required audited financial
statements and TriTel's
F-10
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Trimol Group, Inc.
completion of a satisfactory due diligence regarding IDM which, if not
completed by July 31, 1999, gives either party the right to terminate the
Agreement. As of July 31, 1999, neither party elected to terminate the
agreement.
F-11
<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
The Company through its wholly-owned subsidiaries; owns 65% of the issued
and outstanding shares of capital stock of the Jolly Alon Limited, a Moldovan
corporation ("Hotel"), that operates and manages the Jolly Alon 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 Commerciala pe Actiuni "Export-Import," a Moldovan Corporation
("Bank"), which owns a commercial bank in Moldova; 100% of the issued and
outstanding shares of capital stock of Exim Asent, S.A. a Moldovan corporation
which owns a property and casualty insurance business in Moldova ("Insurance
Company"); and 100% of the issued and outstanding shares of capital stock of
Intercomsoft, Ltd. ("Intercomsoft") which is the exclusive supplier to the
Government of the Republic of Moldova of the technology, equipment and
consumables required to manufacture secured essential government documents
(e.g., passports, drivers' licenses, etc.). 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. As the
Bank, the Hotel, the Insurance Company and Intercomsoft were entities under
common control during the fiscal year ended December 31, 1998, the three
(3) month periods ended June 30, 1998 ("2nd Quarter 1998") and June 30, 1999
("2nd Quarter 1999"), and the six (6) month periods ended June 30, 1998
("6 Months 1998"), and June 30, 1999 ("6 Months 1999"), their individual
operations for those periods are compared below following the Company
discussion.
The Company's subsidiaries operate in the Republic of Moldova and the
currency in which the Company transactions a significant part of its operations
is the Moldovan Leu. At January 1, 1998, the three year accumulated rate of
inflation in the Republic of Moldova was approximately 80% percent.
During 1998, the Company's condensed consolidated financial statements were
prepared assuming that the Moldovan economy remained highly inflationary.
The United States dollar was used as the Company's functional currency
during 1998.
In the 2nd Quarter 1999, it was determined that the three year
accumulated rate of inflation in the Republic of Moldova was 42.4% at January
1, 1999. A country is only considered to be in hyperinflation if the three
year accumulated rate of inflation is 100% or more. Accordingly, management
(based upon discussions with its consultants and other persons) concluded the
Republic of Moldova was no longer in an hyperinflationary economy and that
the Company's functional currency should revert to the Moldovan Leu from the
United States dollar as from that date.
3
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COMPARISON OF 2ND QUARTER 1999 TO 2ND QUARTER 1998
The Company
From 2nd Quarter 1998 to 2nd Quarter 1999, the Company's total revenues
declined by approximately $1,127,000 or approximately 38% from approximately
$2,995,000 to $1,868,000, respectively. The Company believes such decrease
resulted from the economic crisis in Russia causing an economic slowdown in
Moldova which resulted in less disposable income to the Moldovan population.
Total operating expenses decreased from approximately $1,585,000 and $1,466,000,
in 2nd Quarter 1998 and 2nd Quarter 1999, respectively. Measured as a percentage
of total revenues, total operating expenses, were approximately 53% and 78% for
2nd Quarter 1998 and 2nd Quarter 1999, respectively.
The Company was unable to reduce total operating expenses in proportion to
reduced total revenues as total operating expenses remained relatively constant
but total revenues decreased which management attributed to the above discussed
continuing Russian economic crises.
In 2nd Quarter 1998 the Company had net income of approximately $1,034,000,
or approximately 35% of total revenues. In 2nd Quarter 1999, net income declined
from 2nd Quarter 1998 by approximately $906,000 to approximately $128,000, or
approximately 7% of total revenues in 2nd Quarter 1999. The Company believes
such decline in net income in 2nd Quarter 1999 as compared to 2nd Quarter 1998
is a result of the above discussed Russian economic crisis.
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.
During 2nd Quarter 1999, the Bank had interest income of approximately
$695,000, a decrease of approximately $36,000 or approximately 5% from the 2nd
Quarter 1998 total interest income of approximately $731,000. The largest
component of the Bank's total interest income was interest earned on loans which
was approximately $501,000 and $565,000, or approximately 78% and 77% of the
Bank's total interest income during 2nd Quarter 1999 and 2nd Quarter 1998,
respectively. The decrease both in dollars and as a percentage of interest
income of interest earned on loans was the result of the economic crisis in
Russia and the related economic slowdown in Moldova, as described above. The
remaining components of the Bank's interest income were interest earned on
securities and interest earned on deposits with correspondent banks. During 2nd
Quarter 1999, the Bank earned approximately $45,000 in interest on securities,
approximately 15% of the Bank's total interest income in 2nd Quarter 1999, and
approximately $28,000 or approximately 9% of its total interest income from
interest earned on deposits with correspondent banks. During the 2nd Quarter
1998, the Bank earned approximately $103,000 in interest on securities,
approximately 14% of the Bank's total interest income in 2nd Quarter 1998 and
approximately $63,000 or 9% of its interest income from interest earned on
deposits with correspondent banks. The reason for the foregoing declines in
4
<PAGE>
interest earned on securities and on deposits with correspondent banks was
the Bank's greater focus on commercial loans which have a greater return than
securities and deposits with correspondent banks and management allocating
less funds to securities investments and deposits with local banks.
In addition to interest income, the Bank also had non-interest income of
approximately $387,000 during 2nd Quarter 1999 in comparison to approximately
$367,000 in 2nd Quarter 1998, a decrease of approximately $20,000 or 6%. The
principal component of the Bank's non-interest income was exchange trading and
commissions of approximately $175,000 and $158,000 which represented
approximately 45% and 43% of the Bank's non-interest income during 2nd Quarter
1999 and 2nd Quarter 1998. Another component of the Bank's non-interest income
was financial advisory service fees of approximately $212,000 and $193,000 which
represented approximately 54% and 52% of the Bank's non-interest income during
2nd Quarter 1999 and 2nd Quarter 1998, respectively, representing an increase of
approximately $20,000 or 6%. Financial advisory service fees are paid in the
Moldovan Leu and represented less U.S. dollars when converted. Although the
Bank's allowance for possible loan losses increased in raw dollars from
approximately $29,000 in 2nd Quarter 1998 to approximately $56,000 in 2nd
Quarter 1999, when the allowance is measured as a percentage of the amount of
outstanding loans (approximately $9,129,000 and $4,882,000 in 2nd Quarter 1998
and 2nd Quarter 1999, respectively), the increase represented an approximate 3%
increase.
EXPENSES. Offsetting the Bank's total interest income during 2nd Quarter
1999 was total interest expense of approximately $158,000, approximately 52% of
interest income, comprised principally of interest paid on deposits. During 2nd
Quarter 1998, interest expense was approximately $238,000 or 33% of total
interest income.
Offsetting the Bank's non-interest income during 2nd Quarter 1998 and 2nd
Quarter 1999 was total non-interest expenses of approximately $424,000 and
$437,000, respectively, comprised principally of salaries and related costs of
approximately $257,000 and $97,000, respectively, communication and
transportation expenses of approximately $22,000 and $8,000, respectively,
approximately $8,0000 and $64,000 of outside services and processing costs,
respectively, and approximately $18,000 and $17,000 of marketing and development
costs, respectively. Marketing and development costs increased from 2nd Quarter
1998 to 2nd Quarter 1999 to counter increased competition from new banks.
Salaries increased from 2nd Quarter 1998 to 2nd Quarter 1999 as a result of
increased Bank staffing levels.
NET INCOME. For 2nd Quarter 1999, the Bank's net interest income, after
allowance for possible loan losses of approximately $56,000, was approximately
$89,000, and its total non-interest income was approximately $387,000, resulting
in a combined, aggregate total interest income and total non-interest income of
approximately $690,000. The Bank's 2nd Quarter 1999 income was offset by total
interest expenses of approximately $158,000 and non-interest expenses of
$437,000 resulting in net income of approximately $51,000 from the Bank's
business in 2nd Quarter 1999. Net income was approximately 32% of the Bank's
aggregated total non-interest income and total interest income for 2nd Quarter
1999. During 2nd Quarter 1998, the Bank's net interest income, after allowance
for possible loan losses of approximately $29,000, was approximately $522,000
5
<PAGE>
with non-interest income of approximately $367,000. The Bank's 2nd Quarter
1998 income was offset by interest expenses of approximately $238,000 and
non-interest expenses of approximately $424,000, which reduced income before
taxes to approximately $465,000, with income taxes reducing net income to
approximately $62,000 in 2nd Quarter 1998. Net income was approximately 42%
of the Bank's aggregated total non-interest income and interest income for
2nd Quarter 1998. Net income declined both in dollars and as a percentage of
revenues due to the economic crisis in Russia and the related economic
slowdown in Moldova, as described above.
The Hotel
During 2nd Quarter 1999, the Hotel's revenues of approximately $597,000
were principally derived from (a) rental of guest accommodations (approximately
$362,000 or 60% of the Hotel's revenues); (b) restaurant operations
(approximately $73,000 or 12% of the Hotel's revenues); and (c) leasing of
stores and offices (approximately $162,000 or 27% of the Hotel's revenues).
Second Quarter 1999 Hotel revenues declined by approximately $120,000 or
approximately 17% from approximately $716,000 in 2nd Quarter 1998.
Total cost of revenues for the Hotel were approximately $387,000 and
$241,000 for 2nd Quarter 1998 and 2nd Quarter 1999, or approximately 54% and 45%
of Hotel revenues, respectively.
The Hotel experienced a decline in revenues of approximately $120,000 from
2nd Quarter 1998 to 2nd Quarter 1999 principally caused by a decline in revenues
from restaurant operation flowing from increased restaurant competition and a
reduced level of consumer disposable income due to the economic slowdown in
Moldova resulting from the Russian economic crises. This decline was offset by
new management's budget cutting measures resulting in the Hotel running more
efficiently with labor and related expenses, operating equipment purchases and
maintenance costs all declining. Also offsetting the decline in revenues was
reduced costs of food and beverage, flowing from the reduced demand and cost
cutting measures which reduced selling, general and administrative expenses.
The end result of the foregoing was that in 2nd Quarter 1999 the Hotel
realized an operating profit (Hotel revenues minus Hotel cost of revenues) of
approximately $356,000 (or approximately 60% of revenues) while in 2nd Quarter
1998 the Hotel derived an operating profit (Hotel revenues minus Hotel cost of
revenues) of approximately $329,000 or approximately 46% of its revenues,
representing an increase of operating profit of approximately $27,000, or
approximately 14% when the Hotel's operating profit is measured as a percentage
of the Hotel's revenues for such periods. The foregoing dollar amounts are
stated before giving effect to the minority (35%) interest of the government
of the Republic of Moldova.
Intercomsoft
Intercomsoft derives its revenue from being the exclusive supplier of the
technology, equipment and consumables required to produce secure essential
documents (e.g., passports, drivers' licenses, etc.), to the Government of the
6
<PAGE>
Republic of Moldova. During 2nd Quarter 1998 and 2nd Quarter 1999,
Intercomsoft had revenues from operations of approximately $1,025,000 and
$459,000, respectively. Management attributes this approximate 56% decrease
in revenues to the Russian economic crisis and Moldovan's having less
disposable income. However, Intercomsoft was able to reduce its cost of
revenues which were approximately $477,000, or approximately 47% of its
revenues in 2nd Quarter 1998, to approximately $188,000 or approximately 40%
of its revenues in 2nd Quarter 1999. This decline in cost of revenues is the
result of a decline in equipment expenditures. Intercomsoft was able to
maintain its profitability with operating profit (Intercomsoft revenues minus
its cost of revenue) in 2nd Quarter 1999 of approximately $459,000 from
approximately $529,000 in 2nd Quarter 1998.
The Insurance Company
Although the Insurance Company began operations in 1995 it is still in a
development stage. The Insurance Company derives its revenues from premium
payments from its insureds and from the investment of its insurance reserves.
Although the Insurance Company earned approximately $95,000 and $45,000 in gross
premiums during 2nd Quarter 1998 and 2nd Quarter 1999, respectively, earned
premiums ceded to reinsurers approximated $46,000 and $28,000 in those years
resulting in approximately $49,000 and $17,000 in net premiums earned of the
Insurance Company's total revenues of approximately $104,000 and $45,000 for 2nd
Quarter 1998 and 2nd Quarter 1999, respectively. During 2nd Quarter 1998 and 2nd
Quarter 1999, the Insurance Company also received net interest income of
approximately $22,000 and $5,000, respectively. During 2nd Quarter 1998 and 2nd
Quarter 1999, the Insurance Company also had approximately $18,000 and $17,000
of other income, respectively, and reinsurance commissions of approximately
$15,000 and $6,000. The Insurance Company's total expenses of approximately
$31,000 in 2nd Quarter 1999 resulted in a net loss of approximately $9,000
during 2nd Quarter 1999 as compared to a net income of approximately $59,000 in
2nd Quarter 1998 following total expenses of $45,000.
COMPARISON OF 6 MONTHS 1999 TO 6 MONTHS 1998
The Company
From 6 Months 1999 to 6 Months 1998, the Company's total revenues declined
by approximately $2,030,000 or approximately 34% from approximately $6,038,000
to $4,008,000, respectively. The Company believes such decrease resulted from
the above discussed economic crisis in Russia causing an economic slowdown in
Moldova which resulted in less disposable income to the Moldovan population.
Total operating expenses decreased from approximately $3,251,000 and $2,712,000,
for 6 Months 1998 and 6 Months 1999, respectively. Measured as a percentage of
total revenues, total operating expenses, were approximately 54% and 67% for 6
Months 1998 and 6 Months 1999, respectively.
The Company was unable to reduce total operating expenses in proportion to
reduced total revenues as total operating expenses decreased partially but total
revenues decreased substantially, which management attributed to the above
discussed continuing Russian economic crises.
7
<PAGE>
For the 6 Months 1998, the Company had net income of approximately
$2,072,000, or approximately 34% of total revenues. For the 6 Months 1999, net
income declined from the 6 Months 1998 by approximately $1,416,000 to
approximately $656,000, or approximately 16% of total revenues in the 6 Months
1999. The Company believes such decline in net income in the 6 Months 1999 as
compared to the 6 Months 1998 is a result of the above discussed Russian
economic crisis.
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.
For the 6 Months 1999, the Bank had net interest income of approximately
$302,000, a decrease of approximately $999,000 or approximately 70% from the 6
Months 1998 total net interest income of approximately $1,301,000. The largest
component of the Bank's total net interest income was interest earned on loans
which was approximately $501,000 and $1,015,000, or approximately 72% and 78% of
the Bank's total interest income during the 6 Months 1999 and the 6 Months 1998,
respectively. The decrease both in dollars and as a percentage of interest
income of interest earned on loans was the result of the economic crisis in
Russia and the related economic slowdown in Moldova, as described above. The
remaining components of the Bank's interest income was interest earned on
securities and interest earned on deposits with correspondent banks. During the
6 Months 1999, the Bank earned approximately $132,000 in interest on securities,
approximately 19% of the Bank's total interest income in the 6 Months 1999, and
approximately $62,000 or approximately 9% of its total interest income from
interest earned on deposits with correspondent banks. During the 6 Months 1998,
the Bank earned approximately $194,000 in interest on securities, approximately
15% of the Bank's total interest income in the 6 Months 1998 and approximately
$92,000 or 7% of its interest income from interest earned on deposits with
correspondent banks. The reason for the foregoing declines in interest earned on
securities and on deposits with correspondent banks was the Bank's greater focus
on commercial loans which have a greater return than securities and deposits
with correspondent banks and management allocating less funds to securities
investments and deposits with local banks.
In addition to interest income, the Bank also had non-interest income of
approximately $684,000 during the 6 Months 1999 in comparison to approximately
$754,000 in the 6 Months 1998, a decline of approximately $70,000 or 10%. The
principal component of the Bank's non-interest income was exchange trading and
commissions of approximately $324,000 and $362,000 which represented
approximately 48% and 48% of the Bank's non-interest income during the 6 Months
1999 and the 6 Months 1998, respectively.
EXPENSES. Offsetting the Bank's total interest income during the 6 Months
1999 was interest expense of approximately $391,000, approximately 56% of
interest income, comprised principally of interest paid on deposits. During the
6 Months 1998, total interest expense was approximately $381,000 or 29% of total
interest income.
8
<PAGE>
Offsetting the Bank's total non-interest income during the 6 Months 1998
and the 6 Months 1999 was total non-interest expenses of approximately
$695,000 and $861,000, respectively, including salaries and related costs of
approximately $257,000 and $408,000, respectively, communication and
transportation expenses of approximately $22,000 and $100,000, respectively,
and approximately $18,000 and $32,000 of marketing and development costs,
respectively. From the 6 Months 1999 to the 6 Months 1998, budget cutting
measures resulted in reductions in communications and transportation expenses
and outside services and processing costs. Marketing and development costs
increased from the 6 Months 1998 to the 6 Months 1999 to counter increased
competition from new banks. Salaries increased from the 6 Months 1998 to the
6 Months 1999 as a result of increased Bank staffing levels.
NET INCOME. For the 6 Months 1999, the Bank's net interest income, after
allowance for possible loan losses of approximately $192,000, was approximately
$1,075 with non-interest income and revenues combined of approximately 178,000.
For the 6 Months 1999 income was offset by interest expenses of approximately
$391,000 and non-interest expenses of $695,000 resulting in net income of
approximately $178,000 from the Bank's business in the 6 Months 1999. For the 6
Months 1998, the Bank's income was offset by interest expenses of approximately
$381,000 and non-interest expenses of approximately $861,000, which reduced
income before taxes to approximately $778,000, with income taxes of
approximately $108,000 reducing net income to approximately $670,000 in the 6
Months 1998. Net income was approximately 33% of the Bank's aggregated total
non-interest income and interest income for the 6 Months 1998. Net income
declined both in dollars and as a percentage of revenues due to the economic
crisis in Russia and the related economic slowdown in Moldova, as described
above.
The Hotel
For the 6 Months 1999, the Hotel's revenues of approximately $1,067,000
were principally derived from (a) rental of guest accommodations (approximately
$658,000 or 61% of the Hotel's revenues); (b) restaurant operations
(approximately $140,000 or 13% of the Hotel's revenues); and (c) leasing of
stores and offices (approximately $269,000 or 25% of the Hotel's revenues). For
the 6 Months 1999 Hotel revenues increased by approximately $343,000 or 13.2%
from approximately $1,410,000 in the 6 Months 1998.
Total cost of revenues for the Hotel were approximately $773,000 and
$533,000 for the 6 Months 1999, or approximately 55% and 50% of Hotel revenues,
respectively. This decline in the Hotel's costs of revenues resulted from new
management's budget cutting measures resulting in the Hotel running more
efficiently with labor and related expenses, operating equipment purchases and
maintenance costs all declining and reduced costs of food and beverage, flowing
from the reduced demand and cost cutting measures which reduced selling, general
and administrative expenses.
The end result of the foregoing was that for the 6 Months 1999 the Hotel
realized an operating profit (Hotel revenues minus Hotel cost of revenues) of
approximately $534,000 (or approximately 50% of revenues) while for the 6 Months
1998 the Hotel derived an operating profit (Hotel revenues minus Hotel cost of
revenues) of approximately $637,000 or approximately 45% of its revenues,
representing a decrease of operating profit of approximately $103,000. Thus,
although the Hotel's operating profits expressed in raw dollar terms
decreased, the Hotel's profits expressed as a percentage of the Hotel's
9
<PAGE>
revenues for the 6 Months 1999 represented an approximately 5% increase over
the 6 Months ended 1998. The foregoing dollar amounts are stated before
giving effect to the minority (35%) interest of the government of the Republic
of Moldova.
Intercomsoft
Intercomsoft derives its revenue from being the exclusive supplier of the
technology required to produce secure essential documents (e.g., passports,
drivers' licenses, etc.), to the Government of the Republic of Moldova. During
the 6 Months 1998 and the 6 Months 1999, Intercomsoft had revenues from
operations of approximately $2,337,000 and $1,565,000, respectively. Management
attributes this approximate 33% decrease in revenues to the Russian economic
crisis and Moldovan's having less disposable income. However, Intercomsoft was
able to reduce its cost of revenues which were approximately $988,000, or
approximately 42% of its revenues in the 6 Months 1998, to approximately
$443,000 or approximately 28% of its revenues in the 6 Months 1999. This decline
in cost of revenues is the result of a decline in equipment expenditures.
Intercomsoft was able to maintain its profitability with operating profit
(Intercomsoft revenues minus its cost of revenue) in the 6 Months 1999 of
approximately $1,112,000 from approximately $1,349,000 in the 6 Months 1998.
The Insurance Company
Although the Insurance Company began operations in 1995 it is still in a
development stage. The Insurance Company derives its revenues from premium
payments from its insureds and from the investment of its insurance reserves.
Although the Insurance Company earned approximately $142,000 and $76,000 in
gross premiums during the 6 Months 1998 and the 6 Months 1999, respectively,
earned premiums ceded to reinsurers approximated $87,000 and $36,000 in those
periods resulting in approximately $55,000 and $40,000 in net premiums earned of
the Insurance Company's total revenues of approximately $137,000 and $76,000 for
the 6 Months 1998 and the 6 Months 1999, respectively. During the 6 Months 1998
and the 6 Months 1999, the Insurance Company also received net interest income
of approximately $36,000 and $24,000, respectively. During the 6 Months 1998 and
the 6 Months 1999, the Insurance Company also had approximately $46,000 and
$26,000 of other income, respectively, and reinsurance commissions of
approximately $26,000 and $9,000. The Insurance Company's total expenses of
approximately $78,000 in the 6 Months 1999 resulted in a loss of
approximately $5,000 during the 6 Months 1999 as compared to a net income of
approximately $18,000 in the 6 Months 1998 following total expenses of
$119,000.
Liquidity and 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 has no current plans for material capital
expenditures.
10
<PAGE>
The Company plans to continue seeking other acquisition candidates, both
domestically and internationally, which may be acquired through the issuance of
securities and/or the payment of available cash.
Year 2000 Compliance
The Company is aware of the issues associated with the programming code in
existing computer systems as the millennium (Year 2000) approaches. The "Year
2000" problem is pervasive and complex as virtually every computer operation
will be affected in some way by the rollover of the latter two digit year value
to 00. The issue is whether computer systems will properly recognize date
sensitive information when the year changes to 2000. Systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail. Management of the Company, however, has assessed the "Year 2000"
compliance expense and related potential effect on the Company's earnings and
believes it is compliant as to the Hotel, Insurance Company, Intercomsoft and
itself. Most of the recordkeeping of the Hotel, Insurance Company and
Intercomsoft is done in manual format or with a manual back-up. Computerized
information is kept on staff PCs which are believed to be year 2000 compliant,
as to the Hotel, Insurance Company, Intercomsoft and the Company. Additionally,
in the locale of the operations of the Operating Entities computerized record
creation and maintenance is not widespread and the Hotel, Insurance Company and
Intercomsoft clientele and supply bases are not believed to be computer
dependent. The Bank has performed an analysis of its Year 2000 Compliance. The
Bank's Year 2000 remediation plan was completed in the quarter ended June 30,
1999 at an approximate cost of $20,000. The Bank has received assurances from
most of its key customers, clients and vendors that they are Year 2000
compliant. The Bank has received assurances from all of its key vendors which
sell and/or maintain software to or from it, as the case may be, that the key
vendors software is Year 2000 compliant.
Since public utilities in the Republic of Moldova are only to a minor
extent dependent upon computerized systems, most operations are performed
mechanically, it is not expected that there will be major disruptions in the
supply of electricity, heating and other essential utilities after January 1,
2000. The risk of non-operating telephones is mitigated by the fact that Moldova
has several network systems, of which two were installed only recently.
Considering the absence of electronic networks for intercompany and interbank
payment systems in Moldova, possible disruptions in electronic data processing
will most probably have an isolated character with only minor effects on the
Moldovan economy as a whole.
The foregoing discussion and analysis should be read in conjunction with
the Company's financial statements and notes thereto appearing elsewhere in this
report.
11
<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)
21 List of Subsidiaries(3)
</TABLE>
(B) REPORTS ON FORM 8-K
On June 24, 1999, the Company filed a Current Report on Form 8-K which
reported the granting of certain stock options to certain officers and directors
of the Company. The Company filed no other Current Report on Form 8-K during the
2nd Quarter 1999.
- ------------------------
(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.
(3) Incorporated by reference to the Company's Report on Form 10-KSB for its
fiscal year ended December 31, 1998.
12
<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: August 20, 1999 By: /s/ Ted Shapiro
---------------------------------------
Ted Shapiro, Chief Executive Officer
and President
Dated: August 20, 1999 By: /s/ Shmuel Gurfinkel
---------------------------------------
Shmuel Gurfinkel, Chief Financial Officer
13
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<NAME> TRIMOL GROUP, INC.
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<S> <C>
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
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