1 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, 2001 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: 0-27077 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 incorporation or organization) Identification No) 555 Theodore Fremd Avenue, Rye, New York 10580 (Address of principal executive offices) (Zip Code) (914) 925-1140 (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, 2001 was 1,734,386, and the number of shares outstanding of the Registrant's Class B Common Stock, $0.01 par value, was 5,127,990 as of the same date. Shares outstanding have been restated to reflect the impact of a five-for-four stock split paid on August 8, 2000 to shareholders of record on July 31, 2000. 2 INDEX TREMONT ADVISERS, INC. PART I - FINANCIAL INFORMATION PAGE ITEM 1. FINANCIAL STATEMENTS. (Unaudited) Condensed Consolidated Balance Sheets - March 31, 2001 (unaudited) and December 31, 2000 (audited)......... 1 Condensed Consolidated Statements of Income - three months ended March 31, 2001 and 2000......................... 2 Condensed Consolidated Statements of Cash Flows - three months ended March 31, 2001 and 2000......................... 3 Notes to Condensed Consolidated Financial Statements................. 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS........................... 8 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................... 12 SIGNATURE............................................................... 12 3 ITEM 1. FINANCIAL STATEMENTS Tremont Advisers, Inc. Condensed Consolidated Balance Sheets MARCH 31 DECEMBER 31 2001 2000 (UNAUDITED) (NOTE A) -------------------------- ASSETS Current assets: Cash and cash equivalents $ 2,128,200 $ 3,481,600 Accounts receivable, less allowance for bad debts of $60,000 and $35,000 4,274,100 5,163,800 Income taxes receivable -- 130,300 Due from officers 200,000 -- Prepaid expenses and other current assets 343,200 178,800 -------------------------- Total current assets 6,945,500 8,954,500 Investments (cost $7,726,300 and $4,992,200) 9,684,100 6,677,000 Investments in joint ventures (cost $631,700 and $ 526,000) 1,239,000 1,368,200 Fixed assets, net 1,028,100 998,800 Goodwill, net 1,727,300 1,781,800 Other assets 258,400 98,000 -------------------------- Total assets $20,882,400 $19,878,300 ========================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accrued expenses $ 1,972,300 $ 3,013,300 Deferred revenue 1,081,900 1,000,300 Accounts payable 472,500 375,500 Income taxes payable 346,300 -- -------------------------- Total current liabilities 3,873,000 4,389,100 Deferred income taxes payable 1,992,500 1,550,500 Revolving note payable 1,075,000 1,075,000 Deferred revenue 172,200 239,300 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; 1,984,386 and 1,985,418 shares issued and outstanding, including 250,000 shares held in treasury 19,800 19,900 Class B Common Stock, $0.01 par value, 10,000,000 shares authorized; 5,155,240 and 5,154,208 shares issued and outstanding, including 27,250 shares held in treasury 51,600 51,500 Additional paid in capital 8,405,800 8,405,800 Retained earnings 7,836,600 6,685,500 Cumulative foreign currency translation adjustment 1,200 7,000 Common stock held in treasury, at cost (2,545,300) (2,545,300) -------------------------- Total shareholders' equity 13,769,700 12,624,400 -------------------------- Total liabilities and shareholders' equity $20,882,400 $19,878,300 ========================== See notes to condensed consolidated financial statements. 1 4 Tremont Advisers, Inc. Condensed Consolidated Statements of Income (Unaudited) THREE MONTHS ENDED MARCH 31 2001 2000 ------------------------ REVENUES Proprietary investment funds $3,792,500 $2,622,400 Advisory fees 2,100,400 1,623,100 Information sales 459,000 394,300 Performance fees 26,300 82,000 Other 93,700 132,500 ------------------------ Total revenues 6,471,900 4,854,300 EXPENSES Compensation 2,443,000 1,875,700 General and administrative 1,288,300 963,200 Advisory expenses 710,500 529,200 Depreciation 136,800 85,300 Amortization of intangibles 62,400 51,700 ------------------------ Total expenses 4,641,000 3,505,100 Equity earnings of investments 288,700 235,700 Loss from operations of joint ventures (235,000) (59,600) Other income, net 15,500 5,700 Income before income taxes 1,900,100 1,531,000 Provision for income taxes 749,000 605,900 ------------------------ Net income $1,151,100 $ 925,100 ======================== Net income per common share - basic $ 0.17 $ 0.13 ------------------------ Net income per common share - diluted $ 0.15 $ 0.13 ======================== See notes to condensed consolidated financial statements. 2 5 Tremont Advisers, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) THREE MONTHS ENDED MARCH 31 2001 2000 ------------------------- OPERATING ACTIVITIES Net income $ 1,151,100 $ 925,100 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 136,800 85,300 Amortization of intangibles 62,400 51,700 Equity earnings of investments (288,700) (235,700) Losses from operations of joint ventures 235,000 59,600 Deferred income taxes payable 442,000 268,300 Foreign currency translation adjustment 5,800 1,100 Changes in operating assets and liabilities: Accounts receivable, net 889,700 (277,500) Due from officers (200,000) -- Dividend receivable -- 31,000 Prepaid expenses and other current assets (164,400) (51,200) Other assets (168,300) -- Accounts payable 97,000 (182,500) Accrued expenses (1,041,000) (287,200) Deferred revenue 14,500 (95,600) Income taxes, net 476,600 30,600 ------------------------- Net cash provided by operating activities 1,648,500 323,000 INVESTING ACTIVITIES Purchase of fixed assets (162,100) (190,500) Cash paid for investments (2,734,100) (300,000) Withdrawal from investments -- 193,000 Investments in joint ventures (105,700) (74,400) ------------------------- Net cash used by investing activities (3,001,900) (371,900) FINANCING ACTIVITIES Borrowing from revolving note payable 1,000,000 -- Repayment of borrowing from revolving note payable (1,000,000) -- ------------------------- Net cash (used) provided by financing activities -- -- Net decrease in cash and cash equivalents (1,353,400) (48,900) Cash and cash equivalents at beginning of period 3,481,600 2,879,300 ------------------------- Cash and cash equivalents at end of period $ 2,128,200 $2,830,400 ========================= See condensed consolidated financial statements. 3 6 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 accounting principles generally accepted in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. 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 year ended December 31, 2000. Certain prior year balances have been reclassified to conform with the current period presentation. NOTE B - INVESTMENTS The following table sets forth summary financial information pertaining to the Company's domestic proprietary investment funds at March 31, 2001. AMERICAN AMERICAN AMERICAN MASTERS MASTERS MASTERS BROAD MARKET MARKET BROAD MARKET PRIME FUND, NEUTRAL FUND, FUND, L.P. L.P. L.P. --------------------------------------------------- Total assets $333,333,000 $614,201,300 $35,140,000 Total liabilities 365,500 153,198,000 5,591,300 Net investment income (loss) $ 1,803,100 $ 375,900 $ (83,900) Realized and unrealized gains 9,399,800 17,178,200 968,400 --------------------------------------------------- Net income $ 11,202,900 $ 17,554,100 $ 884,500 =================================================== General Partner TPI TPI TFI GP investment in partnership-at market value $ 1,328,400 $ 595,500 $ 318,900 GP investment in partnership-at cost 729,100 455,000 105,000 Proportionate share of earnings (*) 32,400 14,500 13,400 Proportionate share of fund's net assets 0.40% 0.13% 1.08% * Proportionate share of earnings is included in equity earnings of investments in the condensed consolidated statements of income. 4 7 Tremont Advisers, Inc. Notes to Condensed Consolidated Financial Statements (continued) NOTE B - INVESTMENTS (CONTINUED) AMERICAN AMERICAN AMERICAN MASTERS MASTERS MASTERS OPPORTUNITY OPPORTUNITY MULTI-TECH INSURANCE FUND, L.P. FUND, L.P. FUND, L.P. ---------------------------------------------------- Total assets $24,832,600 $25,284,700 $80,078,500 Total liabilities 6,768,700 5,276,600 58,600 Net investment income (loss) $ 29,200 $ (16,200) $ (24,900) Realized and unrealized gains (487,500) (587,300) 478,500 ---------------------------------------------------- Net income (loss) $ 458,300 $ (603,500) $ 453,600 ==================================================== General Partner TPI TPI TPI GP investment in partnership-at market value $ 2,192,600 $ 19,400 $ 50,300 GP investment in partnership-at cost 2,000,000 25,000 50,000 Proportionate share of earnings (*) 92,200 (6,000) 300 Proportionate share of fund's net assets 12.14% 0.10% 0.06% * Proportionate share of earnings is included in equity earnings of investments in the condensed consolidated statements of income. The following table sets forth summary financial information for the offshore proprietary investment funds for which the Company is a sponsor or co-sponsor at March 31, 2001: AMERICAN MASTERS TREMONT BROAD FUND MARKET FUND, "AG ABSOLUTE THE TREMONT LDC SERIES" LIMITED MASTERS FUND ------------------------------------------------- Total assets $178,163,700 $115,133,500 $613,400 Total liabilities 5,642,600 2,151,400 - Net investment income (loss) $ 685,900 $ (319,300) $ - Realized and unrealized gains 5,254,500 10,537,300 24,300 ----------------------------------------------- Net income $ 5,940,400 $ 10,218,000 $ 24,300 =============================================== Sponsor TBL TBL TIMI Investment at market value $ 3,788,100 $ 82,200 $613,400 Investment at cost 3,450,000 60,000 500,100 Proportionate share of earnings(*) 103,800 6,300 24,300 Proportionate share of fund's net assets 2.20% 0.07% 100% * Proportionate share of earnings is included in equity earnings of investments in the condensed consolidated statements of income. 5 8 Tremont Advisers, Inc. Notes to Condensed Consolidated Financial Statements (continued) NOTE C - EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: THREE MONTHS ENDED MARCH 31 2001 2000 -------------------------- (UNAUDITED) Numerator: Net Income - numerator for basic and diluted earnings per share (income available to shareholders) $1,151,100 $ 925,100 Denominator: Denominator for basic earnings per share - weighted average shares 6,862,376 7,019,334 Effect of dilutive securities: Employee stock options 617,059 412,461 -------------------------- Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions 7,479,435 7,431,795 ========================== Basic earnings per share $ 0.17 $ 0.13 ========================== Diluted earnings per share $ 0.15 $ 0.13 ========================== All prior year per share and share outstanding data have been restated to reflect the impact of the five-for-four stock split distributed on August 8, 2000. During April 2001, an executive officer of the Company exercised options and purchased 114,375 shares of the Company's Class B Common Stock at an exercise price of $1.12 per share. NOTE D - SEGMENT AND GEOGRAPHIC DATA The Company is a holding company having three principal areas of business: developing and managing proprietary investment funds, providing investment advisory services and retrieving and selling information. The Company's proprietary investment funds, generally offered under the "American Masters" name, are domestic and off-shore single and multi-manager investment funds from which the Company earns monthly or quarterly management fees based upon net assets. 6 9 Tremont Advisers, Inc. Notes to Condensed Consolidated Financial Statements (continued) NOTE D - SEGMENT AND GEOGRAPHIC DATA (CONTINUED) Investment advisory activities include counseling clients about the organization and management of their investment portfolios or programs and providing specialized investment services to investment management firms and individual investment advisers. Advisory fees are generally based upon the amount of assets in the clients' investment vehicles. The research conducted by the Company on domestic and foreign investment advisors is critical to all aspects of its business. The Company has developed a proprietary program which reviews and evaluates this information. Certain aspects of the program are sold to large institutions such as banks, foundations and government agencies, among others, as well as to high net worth individuals. Generally, these sales are made for a fixed fee and recorded as information sales. The following table provides a summary of the types of fees earned with respect to each of the Company's principal business areas: THREE MONTHS ENDED MARCH 31 2001 2000 --------------------------- Proprietary investment funds $3,792,500 $2,622,400 Advisory services Asset-based fees 1,127,200 788,800 Fixed fees 225,400 282,900 Administration fees 477,700 255,500 Traditional fees 270,100 295,900 Performance Fees 26,300 82,000 Other 93,700 132,500 --------------------------- 2,220,400 1,837,600 Information sales 459,000 394,300 --------------------------- Total consolidated revenues $6,471,900 $4,854,300 =========================== The following table provides a summary of fees earned for the first quarter of 2001 and 2000 by geographic location: THREE MONTHS ENDED MARCH 31 2001 2000 --------------------------- United States $3,664,100 $2,881,900 Bermuda 2,345,300 1,598,300 United Kingdom 455,100 374,100 Canada 7,400 -- --------------------------- Consolidated total $6,471,900 $4,854,300 =========================== Revenues are attributed to countries based on the location of the subsidiary performing the services. Long-lived assets are substantially all located in the United States and the United Kingdom. 7 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS The Company's first quarter 2001 results showed basic earnings per share growth of 30.8% versus the first quarter of 2000 and a totalrevenue increase of 33.3% over the first quarter of 2000. Compared to the overall 24.4% increase in net income for the first quarter of 2001 over the first quarter of 2000, earnings per share realized a more significant increase primarily as a result of the Company acquiring 277,250 shares of treasury stock subsequent to the end of the first quarter of 2000. The revenue growth was primarily driven by increased investor contributions into the Company's proprietary investment funds and an increase in advisory fees derived from the continued development of new asset-based fee client relationships. Total expenses increased 32.4% in the first quarter of 2001 versus the first quarter of 2000 primarily as a result of continued investments made by the Company in its people and its technology infrastructure. The Company continues to believe that its proprietary funds and advisory clients will contribute significantly to future growth in earnings in future periods. Results of Operations The following table presents the percentage of consolidated revenue attributable to each area of business for the first quarter 2001 compared to the first quarter 2000: 2001 2000 --------------------------------------------------- % OF TOTAL % OF TOTAL REVENUE SOURCE REVENUES REVENUES REVENUES REVENUES - ------------------ ---------- ---------- ---------- ---------- Proprietary funds $3,792,500 58.6 $2,622,400 54.0 Advisory fees 2,100,400 32.4 1,623,100 33.4 Information sales 459,000 7.2 394,300 8.1 Performance fees 26,300 0.4 82,000 1.7 Other 93,700 1.4 132,500 2.8 ---------------------------------------------------- Total revenues $6,471,900 100.0 $4,854,300 100.0 ==================================================== Proprietary Investment Funds Fees Fees from the Company's proprietary investment funds increased 44.6% in the first quarter of 2001 to $3,792,500, up $1,170,100 over the first quarter of 2000, due to the growth of the funds' net assets caused by additional investor capital contributions and positive investment performance. The following table presents the revenues from the proprietary investment funds responsible for a majority of the increase for the first quarter of 2001 as compared to the first quarter of 2000: THREE MONTHS ENDED MARCH 31 ----------------------- CHANGE CHANGE 2001 2000 ($) (%) -------------------------------------------- American Masters Broad Market Prime Fund, L.P. $1,511,100 $ 864,700 $ 646,400 74.8 Kingate Global Fund Class B Shares 873,800 697,900 175,900 25.2 American Masters Broad Market Fund, L.P. 713,200 691,500 21,700 3.1 Tremont Broad Market Fund, LDC 502,100 298,300 203,800 68.3 American Masters Market Neutral Fund, L.P. 52,200 22,500 29,700 132.0 American Masters Opportunity Insurance Fund, L.P. 48,100 -- 48,100 (a) (a) commenced operations March 1, 2001. 8 11 During the first quarter of 2001, significant proprietary investment funds of which the Company was the sole sponsor or general partner had net investor contributions as follows: American Masters Broad Market Prime Fund, L.P. $81,906,000 American Masters Opportunity Insurance Fund, L.P. 79,566,300 Tremont Broad Market Fund, LDC 39,414,600 American Masters Broad Market Fund, L.P. 31,806,100 American Masters Opportunity Fund, L.P. 10,027,400 American Masters Market Neutral Fund, L.P. 8,368,300 American Masters Multi-Tech Fund, L.P. 6,345,000 Advisory Fees Advisory fees are earned from unaffiliated clients and are based upon the underlying net asset value of their investment vehicles. Advisory fees consist of asset-based fees, fixed-fee arrangements, traditional (i.e. non-alternative) investment advisory fees and administration fees. The following table presents advisory fee revenues attributable to each type of fee in the first quarter of 2001 compared to the first quarter of 2000: 2001 2000 ---------------------------------------------- % OF % OF ADVISORY ADVISORY TYPE OF FEE FEES FEES FEES FEES - ------------------------------------------------------------------------- Asset-based $1,127,200 53.7 $ 788,800 48.6 Fixed 225,400 10.7 282,900 17.4 Traditional 270,100 12.9 295,900 18.3 Administration 477,700 22.7 255,500 15.7 ---------------------------------------------- Total advisory fees $2,100,400 100.0 $1,623,100 100.0 ============================================== Overall, advisory fees increased 29.4% in the first quarter of 2001 to $2,100,400, up $477,300 over the first quarter of 2000. This increase was due to the growth of the net asset value of clients' investment funds arising from additional capital contributions by investors and positive investment performance. Asset-based fees increased significantly during the first quarter of 2001 primarily because the Company obtained two new significant unaffiliated clients subsequent to March 31, 2000. Asset-based fees also increased as a result of the continued growth of other clients' investment vehicles. The Company has also entered into sub-advisory arrangements relative to one new client that is discussed below under the heading "Advisory Expenses." Fixed fees decreased during the first quarter of 2001 in comparison to the first quarter of 2000, because of the termination of a client relationship and as a result of TASS performing certain non-recurring consulting services during the first quarter of 2000. Traditional advisory fees decreased 8.7% to $270,100 for the first quarter of 2001, down $25,800 from the first quarter of 2000 primarily as a result of poor market performance of the underlying mutual fund investment vehicles of the Company's traditional consulting clients' portfolio's. Administration fees continue to grow almost primarily from increases in the net assets of one of the Company's significant unaffiliated administration clients. In addition, the Company continues to experience growth in fees from certain of its proprietary products as well as other unaffiliated administration clients. 9 12 Information Sales Information sales increased 16.4% in the first quarter of 2001 to $459,000, up $64,700 over the first quarter of 2000, due to an increase in sales of the Company's information database products. Information sales for the first quarter of 2001 and 2000 include approximately $62,500 from the grant of a license to FITX in December 1999. Compensation Expenses Compensation expenses increased 30.2% in the first quarter of 2001 to $2,443,000, up $567,300 over the first quarter of 2000 due to the Company's continuing efforts to attract and retain qualified employees to fill positions primarily within its marketing, client services and database management departments. General and Administrative Expenses General and administrative expenses, consisting primarily of rent, telecommunications, travel and entertainment, professional fees and other related expenses, increased 33.8% in the first quarter of 2001 to $1,288,300, up $325,100 over the first quarter of 2000 as a result of the Company's continued growth. In addition, the Company completed various upgrades and enhancements to existing computer systems and software applications. Advisory Expenses Advisory expenses, which are fees paid to other advisers or consultants as introducer or agent fees (including performance fees) and as commission rebates earned from soft-dollar related transactions, increased 34.3% in the first quarter of 2001 to $710,500, up $181,300 over the first quarter of 2000 due to increased revenues from the underlying investment vehicles of the applicable client arrangements. The increases in the underlying investment vehicles were due largely to additional investor contributions. In addition, as discussed above under the caption "Advisory Fees", subsequent to the first quarter of 2000, the Company entered into a new advisory agreement of which the portion of revenues shared is higher than under other agreements. In addition, the Company shares a portion of its management fees earned from American Masters Opportunity Insurance Fund, L.P., its newest proprietary fund that was launched effective March 1, 2001. Depreciation Depreciation increased 60.4% in the first quarter of 2001 to $136,800, up $51,500 over the first quarter of 2000 as a result of fixed asset purchases made subsequent to March 31, 2000. These assets included computer equipment for new employees, software updates for the Company's information database and hardware upgrades for its worldwide computer network system. Equity Earnings of Investments Equity earnings of investments increased 22.5% in the first quarter of 2001 to $288,700, up $53,000 over the first quarter of 2000 as a result of overall positive investment performance and additional capital investments of the Company in its proprietary investment funds. For instance, the Company invested $2,000,000 in the American Masters Opportunity Fund, L.P., which was launched June 1, 2000. During the first quarter of 2001, the Company invested additional monies into its proprietary funds as follows: Tremont Broad Market Fund, LDC ($1,500,000), American Masters Broad Market Fund, L.P. ($729,100), American Masters Broad Market Prime Fund, L.P. ($455,000), and American Masters Opportunity Insurance Fund, L.P. ($50,000). 10 13 Loss from Operations of Joint Ventures Joint venture operations resulted in net losses of $235,000 in the first quarter of 2001 as a result of the continued planned losses of FITX ($287,600). These losses were offset by the positive performance of Tremont MRM Services Limited ($52,600). The Company anticipates that FITX will continue to operate at a loss for the remainder of 2001. Liquidity and Capital Resources At March 31, 2001, the Company had $2,128,200 in cash and cash equivalents and working capital of $3,072,500, as compared to cash and cash equivalents of $3,481,600 and working capital of $4,565,400 at December 31, 2000. Cash flow provided by operating activities was $1,648,500 for the first quarter of 2000, compared to $323,000 for the first quarter of 2001. This increase resulted from increases in net income, deferred income taxes payable, income taxes payable, as well as a decrease in accounts receivable and losses from operations of joint ventures. Cash used by operations offsetting the above increases resulted from increases in prepaid expenses and other current assets, the advancement of loans to certain executive officers and a decrease in accrued expenses. In addition, equity earnings of investments resulted in a reduction of cash provided by operating activities. Cash flow used by investing activities was $3,001,900 for the first quarter of 2001, compared to $371,900 for the first quarter of 2000. The uses of cash resulted from additional investments into certain of the Company's onshore and offshore proprietary investment funds, purchases of computer equipment and furniture to support the continued growth of the Company's personnel base and technology infrastructure, and additional investments in the Company's joint venture with FITX. During April 2001, the Company advanced a loan to an executive officer of $370,000 that matures on April 1, 2002. The Company entered into an employment agreement with its Chief Financial and Administrative Officer dated as of January 31, 2001 which provides for a base annual salary of $250,000 and an annual bonus payment as determined by the Board of Directors. The contract expires December 31, 2002. The Company believes that it has adequate capital resources and working capital to bring the products it developed in late 2000 and those it expects to develop in early 2001 to market and that the revenue stream from these products, as well as from existing products, will be sufficient to support future growth. The Company has no material short or long term debt obligations, other than as noted above. 11 14 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits The following exhibit is included herein: Exhibit 10.72 - Employment agreement, dated as of January 31, 2001, between the Company and Stephen T. Clayton, Chief Financial and Administrative Officer. b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended March 31, 2001. 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 11, 2001 /s/ Stephen T. Clayton ------------------------------------------- Stephen T. Clayton Chief Financial and Administrative Officer (Duly authorized Officer and Principal Financial and Accounting Officer) 12