<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1997
--------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to ____________________
Commission File Number: 33-89966
TREMONT ADVISERS, INC.
----------------------
(Exact name of small business issuer as specified in its charter)
Delaware 06-1210532
-------- ----------
(State or other jurisdiction or (I.R.S. Employer Identification No)
incorporation or organization)
555 Theodore Fremd Avenue, Rye, New York 10580
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(914) 921-3400
--------------
(Issuer's telephone number)
(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 issuer 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
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the issuer 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:
The number of shares outstanding of the Registrant's Class A Common Stock, $0.01
par value, as of the close of business on May 1, 1997 was 1,284,718, and the
number of shares outstanding of the Registrant's Class B Common Stock, $0.01 par
value, was 2,599,739 as of the same date.
<PAGE>
INDEX
Tremont Advisers, Inc.
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements. (Unaudited) Page
----
<S> <C>
Condensed Consolidated Balance Sheet - March 31, 1997 1
Condensed Consolidated Statements of Income -
three months ended March 31, 1997 and 1996 2
Condensed Consolidated Statements of Cash Flows -
three months ended March 31, 1997 and 1996 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis 7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURE 9
Exhibit 27 10
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements. (Unaudited)
Tremont Advisers, Inc.
Condensed Consolidated Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
March 31
1997
----
<S> <C>
Assets
Current Assets
Cash and cash equivalents $ 318,420
Accounts receivable, net 1,111,236
Prepaid expenses and other 15,195
----------
Total current assets 1,444,851
Investments in limited partnerships (cost $803,467) 1,044,482
Investments in joint venture (cost $317,400) 142,388
Other investments (cost $170,000) 170,000
Fixed assets, net 238,545
Other assets 33,601
----------
Total assets $3,073,867
==========
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued expenses $ 692,997
Income taxes payable 6,155
Deferred income taxes payable 171,500
----------
Total current liabilities 870,652
Deferred income taxes payable 35,350
Redeemable preferred stock
Series A Preferred Stock, $1 par value, 650,000 shares
authorized, issued and outstanding - none ---
Shareholders' equity
Preferred Stock $1 par value, 350,000 shares
authorized, issued and outstanding - none ---
Class A Common Stock, $0.01 par value, 5,000,000 shares
authorized, 1,284,718 shares issued and outstanding 12,847
Class B Common Stock, $0.01 par value, 5,000,000 shares
authorized, 2,599,739 shares issued and outstanding 25,997
Additional paid in capital 4,004,063
Accumulated deficit (1,875,042)
----------
Total shareholders' equity 2,167,865
----------
Total liabilities and shareholders' equity $3,073,867
==========
See accompanying notes.
</TABLE>
1
<PAGE>
Tremont Advisers, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
----------------------------
<S> <C> <C>
Revenues
Consulting fees $1,108,462 $ 844,918
Performance fees 101,554 76,047
Commissions 38,661 41,760
--------- -------
Total Revenues 1,248,677 962,725
Expenses
Compensation 720,384 612,529
General and administrative 258,133 229,025
Consulting 137,793 85,994
Depreciation and amortization 26,681 29,573
--------- -------
Total expenses 1,142,991 957,121
Equity earnings of limited partnerships, net 38,104 27,226
Loss from operations of joint ventures, net (26,861) (9,100)
Other income, net 6,619 2,581
--------- -------
Income before income taxes 123,548 26,311
Provision for income taxes 17,750 ---
--------- -------
Net income $ 105,798 $ 26,311
========= ========
Net income per Common Share $ .03 $ .01
========= ========
Weighted average Common Shares and
Common Share Equivalents outstanding 3,884,457 3,844,457
========= =========
</TABLE>
See accompanying notes.
2
<PAGE>
Tremont Advisers, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
--------------------------
<S> <C> <C>
Operating Activities
Net income $ 105,798 $ 26,311
Adjustments to reconcile net income
to cash used by operating activities:
Depreciation and amortization 26,681 29,573
Equity earnings of limited partnerships (38,104) (27,226)
Loss from operations of joint ventures 26,861 9,100
Changes in operating assets and liabilities:
Accounts receivable 308,342 (254,377)
Accounts payable and accrued expenses (529,579) 129,399
Income taxes, net 15,905 (1,742)
Other 16,422 13,222
------- -------
Net cash used by operating activities (67,674) (75,740)
Investing activities
Purchase of fixed assets (30,616) (2,695)
Investments in limited partnerships (135,000) (85,928)
---------- --------
Net cash used by investing activities (165,616) (88,623)
Net decrease in cash and cash equivalents (233,290) (164,363)
Cash and cash equivalents at beginning of period 551,710 455,149
-------- --------
Cash and cash equivalents at end of period $ 318,420 $ 290,786
========= =========
</TABLE>
See accompanying notes.
3
<PAGE>
Tremont Advisers, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments ( consisting
of normal recurring accruals) necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1996.
Net Income Per Common Share: Per share amounts are based on the weighted average
number of shares of common stock outstanding during the period, plus the effect
of common stock equivalents in the periods where there is a dilutive effect.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded. There will be no impact on primary earnings per
share for the quarters ended March 31, 1997 and March 31, 1996, respectively.
The impact of Statement 128 on the calculation of fully diluted earnings per
share for these quarters is not expected to be material.
Concentrations of Credit Risk: The Company's accounts receivable are not
concentrated in any specific geographic region, but are concentrated in the
investment industry. At March 31, 1997, the Company had accounts receivable of
$198,796 and $189,917 from Starvest Funds, Ltd. and Ultima Investments Limited,
respectively. Although the Company's exposure to credit risk associated with
nonpayment by customers is affected by conditions within the investment
industry, no other customer exceeded 10% of the Company's net receivables at
March 31, 1997.
Income Taxes: The provision for income taxes includes federal and state taxes
currently payable and those deferred because of temporary differences between
the financial statement and the tax basis of assets and liabilities. A valuation
allowance is recorded, based on available evidence when it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
NOTE B - INVESTMENTS IN LIMITED PARTNERSHIPS
At March 31, 1997, TPI's investment in The Broad Market Fund, L.P. was $590,450
and represented .5% of the fund's net assets. Summarized unaudited financial
information of The Broad Market Fund, L.P. is as follows:
<TABLE>
<CAPTION>
March 31, 1997
----------------------------
Total Assets $120,900,723
Partners' Capital 112,122,975
Quarter ended March 31
1997 1996
---------------------------
<S> <C> <C>
Net investment income $ 295,630 $ 561,382
Net realized and unrealized gain on investments 4,351,753 1,412,766
---------- ----------
Net income $4,647,383 $1,974,148
========== ==========
</TABLE>
4
<PAGE>
NOTE B - Investments in Limited Partnerships (continued)
At March 31, 1997, TPI's investment in The Ultima Fund, L.P., GamTree, L.P and
The F.W. Thompson Fund, L.P. was $257,141, $161,992, and $34,899, respectively.
The aggregated summarized unaudited financial information of these entities is
as follows:
<TABLE>
<CAPTION>
March 31, 1997
-----------------------------
Total Assets $70,236,865
Partners' Capital 69,249,454
Quarter ended March 31
1997 1996
---------------------------
<S> <C> <C>
Net investment loss ($ 306,313) ($ 201,062)
Net realized and unrealized gain
on investments 1,305,848 3,000,524
---------- ----------
Net income $ 999,535 $ 2,799,462
========== ===========
</TABLE>
NOTE C - INVESTMENTS IN JOINT VENTURES
At March 31, 1997, TBL's investment in Tremont International Insurance Ltd.,
N-Compass Financial Services Limited and Tremont Capital Limited was $60,532,
$51,135 and $30,721, respectively. The aggregated summarized unaudited financial
information of these entities is as follows:
<TABLE>
<CAPTION>
March 31, 1997
----------------------------
Total assets $3,050,620
Shareholders' deficit (404,989)
Quarter ended March 31
1997 1996
---------------------------
<S> <C> <C>
Revenues $ 124,670 $ 4,289
Expenses 175,609 27,633
--------- -------
Net loss ($ 50,939) ($23,344)
========== =========
</TABLE>
NOTE D - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at March 31, 1997 consist of the
following:
Professional and consulting fees $428,530
Compensation 105,000
Accounts payable 82,955
Publications 39,000
Other 37,512
-------
$692,997
========
5
<PAGE>
NOTE E - CONTINGENCIES
In February 1997 a case was tried in the Supreme Court, New York County before a
judge and jury against the Company, TPI and TBL by Mr. Sass Khazzam, Capulet
Management Inc. and Kazco Management Inc. alleging that there was an agreement
whereby the plaintiffs would recover 20% of the fees generated from the Global
Advisors Portfolio, N.V. Effective with the close of business on November 15,
1996, the board of directors of the Global Advisors Portfolio N.V. terminated
TBL and as a result, no further fees were generated after that date. With regard
to the lawsuit, TBL recorded reserves which it estimated adequately covered the
alleged liability. The complaint against Ms. Manzke was dismissed and at
commencement of the trial, all claims asserted by plaintiffs Sass Khazzam and
Capulet Management, Inc. against the Company, TPI and TBL were discontinued with
prejudice. On February 11, 1997, the jury determined that there was no agreement
between the parties, and returned a verdict in favor of plaintiff Kazco Mgt.,
Inc. and against TBL in the amount of $125,000, as the reasonable value of the
services rendered by plaintiff. As a result of the verdict, Kazco Mgt., Inc.
became entitled to a judgment against TBL for $125,000 together with interest at
9% per annum from January, 1995, and the Court ordered the dismissal of the
complaint against the Company and TPI. After entry of the verdict, the Company's
counsel was informed by plaintiffs' counsel that there would be no appeal and
that no judgment would be entered against TBL, provided that the amount awarded
by the jury was paid. On March 31, 1997, TBL paid Kazco Mtg., Inc. the sum of
$151,689, which represented the full amount awarded by the jury including
interest and court costs. General releases were exchanged and the action was
discontinued with prejudice.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company's revenues are derived from consulting and specialized investment
services provided to institutional and other clients, as well as management fees
from certain funds under management. Consulting fees are generally a function of
the amount of assets under management and the percentage fees charged to
clients. Management fees are based on a percentage of the assets of the managed
fund and are usually paid on a monthly basis. The Company also receives
asset-based fees for investments placed by Tremont (Bermuda) Limited in certain
offshore mutual funds. The Company provides other consulting services generally
on a fixed fee basis, whether as annual retainer fees or single project fees.
The Company's principal operating expenses consist of its costs of personnel and
independent consultants. It is management's intention to adjust the Company's
focus to launching new products and take advantage of its growing world-wide
relationships to expand its operations.
Consulting fees for the three months ended March 31, 1997 increased by $263,544
or approximately 31.2% as compared to the three months ended March 31, 1996. At
the domestic subsidiary, Tremont Partners, Inc., consulting fees increased from
$458,366 for the three months ended March 31, 1996 to approximately $687,338 for
the three months ended March 31, 1997. The increase at this subsidiary is
primarily due to increases in revenues from The Broad Market Fund, L.P.
($125,582), Winston Partners II LLC ($29,716), and Security Equity Life
Insurance Company ($29,640). Tremont (Bermuda) Limited consulting fees increased
from $386,552 for the three months ended March 31, 1996 to approximately
$421,124 for the three months ended March 31, 1997. The increase at this
subsidiary is primarily due to increases in revenues from Kingate Global Fund
Class B Shares ($75,921) and Winston Partners II Offshore ($50,856). These
increases, as well as others, were partially offset by declines in revenues from
Global Advisors Portfolio, N.V. ($79,274) and Global Advisers Portfolio II, N.V.
($10,472). The increases or decreases in revenue were primarily as a result of
increases or decreases in assets within the respective investment vehicles.
The Board of Directors of the Global Advisors Portfolio, N.V. and Global
Advisors Portfolio II, N.V. terminated Tremont (Bermuda) Limited effective as of
the close of business on November 15, 1996, as a result, no further fees will be
generated after that date.
Performance fees for the three months ended March 31, 1997 increased by $25,507,
or 33.5% as compared to the three months ended March 31, 1996 as a result of
underlying investment vehicles outperforming pre-established benchmarks.
Management expects for the remainder of 1997 that the Company will become less
dependent on a small number of large clients, as the Company is developing
relationships with a variety of additional entities. The Company is also
utilizing these relationships to create diversified ways to package and
distribute Tremont proprietary products. In addition, management expects
performance fee revenue to increase during periods of positive market
conditions, but management cannot predict with any accuracy whether such income
from performance fees will continue in the future due to changing market
conditions and outside factors.
Compensation expense increased for the three months ended March 31, 1997 by
$107,855 or 17.6% as compared to the three months ended March 31, 1996, as a
result of the Company's continued efforts to attract and retain qualified
employees. Such efforts resulted in an increase in the number of employees to 28
at March 31, 1997 from 23 at March 31, 1996. In addition to the increase in the
number of employees, compensation expense also increased due to salary increases
of certain employees that became effective January 1, 1997 and as a result of
increased health care costs due to the increase in the number of employees.
7
<PAGE>
General and administrative expenses increased $29,108 or 12.7% for the three
month period ended March 31, 1997 as compared to the three month period ended
March 31, 1996 and consist primarily of rent, telecommunications, travel and
entertainment, outside professional fees and other related expenses. The
increase in general and administrative expenses was primarily due to costs
related to the Company's continued expansion to service its business growth.
Consulting expenses increased in the first quarter of 1997 as compared to the
first quarter of 1996 primarily as a result of the increase in revenues from the
clients that participate in revenue sharing arrangements. For example, Tremont
Securities, Inc. has an arrangement for securities clearance services with a
clearing broker dealer whereby a certain percentage of the commissions earned
are shared. Also, Tremont Partners, Inc. and Tremont (Bermuda) Limited have
revenue sharing arrangements with certain clients.
Profitability is dependent on the ability of the Company to maintain existing
client relationships, several of which currently account for a significant
portion of the Company's revenues, to increase assets under management for its
clients, and to market its services to new accounts.
Cash used in operations was $67,674 for the three months ended March 31, 1997 as
compared to $75,740 in the comparable period of 1996. The $79,487 increase in
net income for the period was offset by certain increases in working capital
accounts. Accounts receivable balances decreased $308,342 as compared to
December 31, 1996. Such decrease was offset by decreases in accounts payable and
accrued expenses ($529,579).
The Company believes it has adequate capital resources and working capital to
bring to market those products currently in the developmental stage, and that
the revenue stream from these, as well as from existing products, will be
sufficient to support future growth. The Company has no short term or long term
debt obligations.
In February 1997 a case was tried in the Supreme Court, New York County before a
judge and jury against the Company, TPI and TBL by Mr. Sass Khazzam, Capulet
Management Inc. and Kazco Management Inc. alleging that there was an agreement
whereby the plaintiffs would recover 20% of the fees generated from the Global
Advisors Portfolio, N.V. Effective with the close of business on November 15,
1996, the board of directors of the Global Advisors Portfolio N.V. terminated
TBL and as a result, no further fees were generated after that date. With regard
to the lawsuit, TBL recorded reserves which it estimated adequately covered the
alleged liability. The complaint against Ms. Manzke was dismissed and at
commencement of the trial, all claims asserted by plaintiffs Sass Khazzam and
Capulet Management, Inc. against the Company, TPI and TBL were discontinued with
prejudice. On February 11, 1997, the jury determined that there was no agreement
between the parties, and returned a verdict in favor of plaintiff Kazco Mgt.,
Inc. and against TBL in the amount of $125,000, as the reasonable value of the
services rendered by plaintiff. As a result of the verdict, Kazco Mgt., Inc.
became entitled to a judgment against TBL for $125,000 together with interest at
9% per annum from January, 1995, and the Court ordered the dismissal of the
complaint against the Company and TPI. After entry of the verdict, the Company's
counsel was informed by plaintiffs' counsel that there would be no appeal and
that no judgment would be entered against TBL, provided that the amount awarded
by the jury was paid. On March 31, 1997, TBL paid Kazco Mtg., Inc. the sum of
$151,689, which represented the full amount awarded by the jury including
interest and court costs. General releases were exchanged and the action was
discontinued with prejudice.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In February 1997 a case was tried in the Supreme Court, New York County before a
judge and jury against the Company, TPI and TBL by Mr. Sass Khazzam, Capulet
Management Inc. and Kazco Management Inc. alleging that there was an agreement
whereby the plaintiffs would recover 20% of the fees generated from the Global
Advisors Portfolio, N.V. Effective with the close of business on November 15,
1996, the board of directors of the Global Advisors Portfolio N.V. terminated
TBL and as a result, no further fees were generated after that date. With regard
to the lawsuit, TBL recorded reserves which it estimated adequately covered the
alleged liability. The complaint against Ms. Manzke was dismissed and at
commencement of the trial, all claims asserted by plaintiffs Sass Khazzam and
Capulet Management, Inc. against the Company, TPI and TBL were discontinued with
prejudice. On February 11, 1997, the jury determined that there was no agreement
between the parties, and returned a verdict in favor of plaintiff Kazco Mgt.,
Inc. and against TBL in the amount of $125,000, as the reasonable value of the
services rendered by plaintiff. As a result of the verdict, Kazco Mgt., Inc.
became entitled to a judgment against TBL for $125,000 together with interest at
9% per annum from January, 1995, and the Court ordered the dismissal of the
complaint against the Company and TPI. After entry of the verdict, the Company's
counsel was informed by plaintiffs' counsel that there would be no appeal and
that no judgment would be entered against TBL, provided that the amount awarded
by the jury was paid. On March 31, 1997, TBL paid Kazco Mtg., Inc. the sum of
$151,689, which represented the full amount awarded by the jury including
interest and court costs. General releases were exchanged and the action was
discontinued with prejudice.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There were no reports on Form 8-K filed during the quarter ended March 31, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Tremont Advisers, Inc.
Date: May 2, 1997 /s/Stephen T. Clayton
-------------------------------
Stephen T. Clayton
Chief Financial Officer
(Duly authorized Officer and
Principal Financial and Accounting
Officer)
9
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS UNAUDITED SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONDENSED FINANCIAL STATEMENTS AS OF MARCH 31, 1997 AND FOR THE QUARTER THEN
ENDED. THIS INFORMATION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONDENSED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 318,420
<SECURITIES> 0
<RECEIVABLES> 1,136,236
<ALLOWANCES> (25,000)
<INVENTORY> 0
<CURRENT-ASSETS> 1,444,851
<PP&E> 491,226
<DEPRECIATION> (252,681)
<TOTAL-ASSETS> 3,073,867
<CURRENT-LIABILITIES> 870,652
<BONDS> 0
0
0
<COMMON> 38,844
<OTHER-SE> 2,129,021
<TOTAL-LIABILITY-AND-EQUITY> 3,073,867
<SALES> 0
<TOTAL-REVENUES> 1,248,677
<CGS> 0
<TOTAL-COSTS> 1,142,991
[OTHER-INCOME] 17,862
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 123,548
<INCOME-TAX> 17,750
<INCOME-CONTINUING> 105,798
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 105,798
<EPS-PRIMARY> .03
<EPS-DILUTED> 0
</TABLE>
