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: June 30, 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 (I.R.S. Employer
or 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 July 31, 2001 was 1,677,240, and the
number of shares outstanding of the Registrant's Class B Common Stock, $0.01 par
value, was 5,308,322 as of the same date.
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INDEX
TREMONT ADVISERS, INC.
PART I - FINANCIAL INFORMATION
PAGE
ITEM 1. FINANCIAL STATEMENTS. (Unaudited)
Condensed Consolidated Balance Sheets -
June 30, 2001 (unaudited) and December 31, 2000 (audited)....... 1
Condensed Consolidated Statements of Income -
six and three months ended June 30, 2001 and 2000............... 2
Condensed Consolidated Statements of Cash Flows -
six months ended June 30, 2001 and 2000......................... 3
Notes to Condensed Consolidated Financial Statements.............. 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS........................ 8
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................ 12
SIGNATURE............................................................ 13
3
ITEM 1. FINANCIAL STATEMENTS
Tremont Advisers, Inc.
Condensed Consolidated Balance Sheets
JUNE 30 DECEMBER 31
2001 2000
(UNAUDITED) (NOTE A)
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,709,200 $ 3,481,600
Accounts receivable, less allowance for bad debts of $60,000
and $35,000 4,345,600 5,163,800
Income taxes receivable 425,900 130,300
Due from officers 570,000 --
Prepaid expenses and other current assets 393,600 178,800
------------ ------------
Total current assets 8,444,300 8,954,500
Investments (cost $8,726,300 and $4,992,200) 10,877,100 6,677,000
Investments in joint ventures (cost $618,400 and $526,000) 961,700 1,368,200
Fixed assets, net 1,016,000 998,800
Goodwill, net 1,672,800 1,781,800
Other assets 246,100 98,000
------------ ------------
Total assets $ 23,218,000 $ 19,878,300
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 2,731,500 $ 3,013,300
Deferred revenue 994,300 1,000,300
Accounts payable 439,100 375,500
------------ ------------
Total current liabilities 4,164,900 4,389,100
Deferred income taxes payable 2,432,600 1,550,500
Revolving note payable 900,000 1,075,000
Deferred revenue 119,900 239,300
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;
1,980,430 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, 20,000,000 and 10,000,000 shares
authorized; 5,281,508 and 5,154,208 shares issued and outstanding,
including 27,250 shares held in treasury 52,800 51,500
Additional paid in capital 8,985,600 8,405,800
Retained earnings 9,105,900 6,685,500
Cumulative foreign currency translation adjustment (18,200) 7,000
Common stock held in treasury, at cost (2,545,300) (2,545,300)
------------ ------------
Total shareholders' equity 15,600,600 12,624,400
------------ ------------
Total liabilities and shareholders' equity $ 23,218,000 $ 19,878,300
============ ============
See notes to condensed consolidated financial statements.
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Tremont Advisers, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
------------ ------------ ----------- -----------
REVENUES
Proprietary investment funds $ 8,008,200 $ 5,498,700 $ 4,215,700 $ 2,876,300
Advisory fees 4,334,700 3,541,100 2,234,300 1,918,000
Information sales 911,100 764,900 452,100 370,600
Other 151,900 210,500 58,200 78,000
Performance fees 63,500 127,400 37,200 45,400
------------ ------------ ----------- -----------
Total revenues 13,469,400 10,142,600 6,997,500 5,288,300
EXPENSES
Compensation 5,098,800 3,760,200 2,655,800 1,884,500
General and administrative 2,667,000 2,094,800 1,378,700 1,131,600
Advisory 1,456,200 1,079,700 745,700 550,500
Depreciation 314,500 180,900 177,700 95,600
Amortization of intangibles 124,800 107,300 62,400 55,600
------------ ------------ ----------- -----------
Total expenses 9,661,300 7,222,900 5,020,300 3,717,800
Equity earnings of investments 482,200 381,600 193,500 145,900
Loss from operations of joint ventures
(455,600) (229,000) (220,600) (169,400)
Other income, net 45,000 36,200 29,500 30,500
------------ ------------ ----------- -----------
Income before income taxes 3,879,700 3,108,500 1,979,600 1,577,500
Provision for income taxes 1,459,300 1,197,400 710,300 591,500
------------ ------------ ----------- -----------
Net income $ 2,420,400 $ 1,911,100 $ 1,269,300 $ 986,000
============ ============ =========== ===========
Net income per common share - basic
$ 0.35 $ 0.27 $ 0.18 $ 0.14
============ ============ =========== ===========
Net income per common share - diluted
$ 0.32 $ 0.26 $ 0.17 $ 0.13
============ ============ =========== ===========
See notes to condensed consolidated financial statements.
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Tremont Advisers, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
SIX MONTHS ENDED
JUNE 30
2001 2000
----------- -----------
OPERATING ACTIVITIES
Net income $ 2,420,400 $ 1,911,100
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation 314,500 180,900
Amortization of intangibles 124,800 107,300
Equity earnings of investments (482,200) (381,600)
Loss from operations of joint ventures 455,600 229,000
Deferred income taxes payable 882,100 506,000
Foreign currency translation adjustment (25,200) 17,800
Tax benefit from exercise of stock options 411,500 --
Changes in operating assets and liabilities:
Accounts receivable, net 818,200 383,400
Due from officers (570,000) --
Dividend receivable -- (9,700)
Prepaid expenses and other current assets (214,800) (38,300)
Other assets (148,100) (3,200)
Accrued expenses (281,800) (687,400)
Deferred revenue (125,400) (96,800)
Accounts payable 63,600 (264,700)
Income taxes, net (295,600) (246,500)
----------- -----------
Net cash provided by operating activities 3,347,600 1,607,300
INVESTING ACTIVITIES
Purchase of fixed assets (331,300) (363,700)
Cash paid for investments (3,734,100) (1,550,000)
Withdrawal from investments -- 193,000
Investments in joint ventures (111,500) (92,900)
Distributions from joint ventures 62,400 152,300
----------- -----------
Net cash used by investing activities (4,114,500) (1,661,300)
FINANCING ACTIVITIES
Borrowing from revolving note payable 1,000,000 --
Repayment of borrowing from revolving note payable (1,175,000) --
Exercise of Class B Common Stock Options 169,500 2,000
----------- -----------
Net cash (used) provided by financing activities (5,500) 2,000
Net decrease in cash and cash equivalents (772,400) (52,000)
Cash and cash equivalents at beginning of period 3,481,600 2,879,300
----------- -----------
Cash and cash equivalents at end of period $ 2,709,200 $ 2,827,300
=========== ===========
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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 six months ended June 30, 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 June 30, 2001.
AMERICAN MASTERS AMERICAN MASTERS
AMERICAN MASTERS BROAD MARKET PRIME MARKET NEUTRAL
BROAD MARKET FUND, FUND, L.P. FUND, L.P.
L.P.
Total assets $324,197,700 $606,452,600 $ 42,825,500
Total liabilities 3,011,400 142,296,800 1,817,100
Net investment income (loss) $ 3,519,800 $ 1,211,300 $ (45,300)
Realized and unrealized gains 14,302,700 26,532,700 32,300
------------ ------------ ------------
Net income $ 17,822,500 $ 27,744,000 $ (13,000)
============ ============ ============
General Partner TPI TPI TFI
GP investment in partnership-at market value $ 1,359,800 $ 609,700 $ 321,100
GP investment in partnership-at cost 729,100 455,000 105,000
Proportionate share of earnings (*) 63,800 28,700 15,600
Proportionate share of fund's net assets 0.4% 0.1% 0.9%
* Proportionate share of earnings is included in equity earnings of investments
in the condensed consolidated statements of income.
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Tremont Advisers, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
NOTE B - INVESTMENTS (CONTINUED)
AMERICAN AMERICAN AMERICAN
MASTERS MASTERS MASTERS
OPPORTUNITY MULTI-TECH INSURANCE
FUND, L.P. FUND, L.P. FUND, L.P.
------------ ------------ ------------
Total assets $ 32,602,200 $ 27,660,200 $ 85,329,700
Total liabilities 3,144,900 57,200 30,600
Net investment loss $ (30,000) $ (20,700) $ (60,000)
Realized and unrealized gains 359,200 489,900 403,300
------------ ------------ ------------
Net income $ 329,200 $ 469,200 $ 343,300
============ ============ ============
General Partner TPI TPI TPI
GP investment in partnership-at market value $ 2,249,400 $ 34,300 $ 51,300
GP investment in partnership-at cost 2,000,000 25,000 50,000
Proportionate share of earnings (*) 149,000 8,800 1,300
Proportionate share of fund's net assets 7.6% 0.1% 0.06%
* Proportionate share of earnings is included in equity earnings of
investments in the 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
June 30, 2001:
AMERICAN MASTERS
TREMONT BROAD FUND
MARKET FUND, "AG ABSOLUTE THE TREMONT
LDC SERIES" LIMITED MASTERS FUND
------------- --------------- ------------
Total assets $183,453,800 $ 135,411,700 $599,500
Total liabilities 6,741,100 703,600 --
Net investment income (loss) $ 603,600 $ (707,400) $ --
Realized and unrealized gains 2,607,900 14,562,600 5,300
------------ ------------- --------
Net income $ 3,211,500 $ 13,855,200 $ 5,300
============ ============= ========
Sponsor TBL TBL TIMI
Investment at market value $ 3,859,100 $ 84,200 $599,500
Investment at cost 3,450,000 60,000 500,100
Proportionate share of earnings(*) 174,800 8,300 5,300
Proportionate share of fund's net assets 2.2% 0.06% 100.0%
* Proportionate share of earnings is included in equity earnings of investments
in the consolidated statements of income.
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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:
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
---------- ---------- ---------- ----------
Numerator:
Net Income - numerator for basic and dilutive
earnings per share (income available to
shareholders) $2,420,400 $1,911,100 $1,269,300 $ 986,000
Denominator:
Denominator for basic earnings per share -
weighted average shares 6,905,977 7,019,494 6,949,100 7,019,625
Effect of dilutive securities:
Employee stock options 611,804 436,073 606,548 457,038
---------- ---------- ---------- ----------
Denominator for diluted earnings per share -
adjusted weighted-average shares and assumed
conversions 7,517,781 7,455,567 7,555,648 7,476,663
========== ========== ========== ==========
Basic earnings per share $ 0.35 $ 0.27 $ 0.18 $ 0.14
========== ========== ========== ==========
Diluted earnings per share $ 0.32 $ 0.26 $ 0.17 $ 0.13
========== ========== ========== ==========
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. As a result of this transaction, the Company realized
a tax benefit of approximately $411,500, which was recorded as an increase to
additional paid in capital.
In addition, during June 2001 certain employees exercised options and purchased
7,937 shares of the Company's Class B Common Stock.
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.
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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:
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
----------- ----------- ---------- ----------
Proprietary investment funds $ 8,008,200 $ 5,498,700 $4,215,700 $2,876,300
Advisory services
Asset-based fees 2,363,800 1,889,700 1,236,600 1,086,600
Fixed fees 445,000 547,000 219,600 278,300
Administration fees 986,500 527,300 508,800 271,900
Traditional fees 539,400 577,100 269,300 281,200
Other 151,900 210,500 58,200 78,000
Performance Fees 63,500 127,400 37,200 45,400
----------- ----------- ---------- ----------
4,550,100 3,879,000 2,329,700 2,041,400
Information sales 911,100 764,900 452,100 370,600
----------- ----------- ---------- ----------
Total revenues $13,469,400 $10,142,600 $6,997,500 $5,288,300
=========== =========== ========== ==========
The following table provides a summary of revenues earned by geographic
location:
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
----------- ----------- ---------- ----------
United States $ 7,658,300 $ 5,903,400 $3,994,200 $3,022,400
Bermuda 4,759,700 3,421,100 2,414,400 1,822,900
United Kingdom 1,018,200 818,100 563,200 443,000
Canada 33,100 -- 25,700 --
----------- ----------- ---------- ----------
Total revenues $13,469,400 $10,142,600 $6,997,500 $5,288,300
=========== =========== ========== ==========
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.
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Tremont Advisers, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
NOTE D - SUBSEQUENT EVENT
On July 10, 2001, the Company filed a report on Form 8-K disclosing that it had
entered into an Agreement and Plan of Merger by and among the Company,
Oppenheimer Acquisition Corp., a Delaware corporation ("Oppenheimer"), and
Joshua Acquisition Corp., a Delaware corporation, pursuant to which the Company
would become a wholly-owned subsidiary of Oppenheimer. It is anticipated that
the merger will be completed during the fourth quarter of 2001.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company's first six months of 2001 resulted in basic earnings per share
growth of approximately 29.6% versus the first six months of 2000 with a total
revenue increase of 32.8% over the first six months of 2000. The Company's
second quarter 2001 results showed basic earnings per share growth of
approximately 28.6% versus the second quarter of 2000 and a total revenue
increase of 32.3% over the second quarter of 2000. Overall, revenue growth
continues to be driven primarily 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. 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
Proprietary Investment Funds Fees
Fees from the Company's proprietary investment funds increased 45.6% during the
first six months of 2001 to $8,008,200, up $2,509,500 over the first six months
of 2000, and 46.6% in the second quarter of 2001 to $4,215,700, up $1,339,400
over the second quarter of 2000 due to the growth of the funds' net assets
arising from additional investor capital contributions and overall positive
investment performance. In addition, during the second half of fiscal 2000, the
Company successfully launched two new proprietary funds, American Masters
Opportunity Fund, L.P. and American Masters Multi-Tech Fund, L.P. These funds
have experienced continued growth through the success of our growing
distribution network. In addition, during the first quarter of 2001, the Company
launched its American Masters Opportunity Insurance Fund, L.P. which has
contributed significantly to growth in proprietary investment fund fees.
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.
Overall, advisory fees increased 22.4% during the first six months of 2001 to
$4,334,700, up $793,600 over the first six months of 2000, and 16.5% in the
second quarter of 2001 to $2,234,300, up $316,300 over the second quarter of
2000. These increases are 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 continue to represent the most significant portion of total
advisory fees, and they continue to represent a significant portion of the
overall increase in advisory fees as a result of growth of clients' underlying
investment vehicles arising from investor contributions and positive investment
performance. A substantial portion of the increase in asset-based fees during
the six and three months, respectively, ended June 30, 2001 is due to new client
relationships established within the past eighteen months. One such relationship
commenced subsequent to March 31, 2000 and was obtained as a result of the
efforts of an unaffiliated third-party advisor. As discussed further under
"Advisory Expenses", this particular arrangement provides for a revenue-sharing
arrangement that exceeds the Company's customary revenue-sharing arrangements
with other such third-party advisors. As this particular new client has
contributed substantially to the growth in advisory asset-based fees, the
Company has also experienced a corresponding substantial increase in its
advisory expenses.
Fixed fees decreased during the first six months of 2001 and the second quarter
of 2001, in comparison to the first six months of 2000 and the second quarter of
2000, because of the termination of a client
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relationship and as a result of TASS performing certain non-recurring consulting
services during the first quarter of 2000.
Traditional advisory fees have continued to decrease primarily as a result of
poor market performance of the underlying mutual fund investment vehicles
coupled with the fact that no new assets have been added to any of the Company's
traditional consulting clients' portfolio's.
Administration fees, representing the second largest component of advisory fees,
continue to grow almost entirely 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. The Company does
not expect administration fees to increase as rapidly in future periods as the
above mentioned significant client does not anticipate that its funds for which
we provide administrative services will continue to grow as rapidly as they have
in recent periods.
Information Sales
Information sales increased 19.1% during the first six months of 2001 to
$911,100, up $146,200 over the first six months of 2000, and 22.0% in the second
quarter of 2001 to $452,100, up $81,500 over the second quarter of 2000 due to
an increase in sales of the Company's information database products. Information
sales for each of the first six-month periods and each of the second quarters of
2001 and 2000 include approximately $125,000 and $62,500, respectively, from the
grant of a license to FITX in December 1999.
Compensation Expenses
Compensation expenses increased 35.6% during the first six months of 2001 to
$5,098,800, up $1,338,600 over the first six months of 2000, and 40.9% in the
second quarter of 2001 to $2,655,800, up $771,300 over the second 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
information management departments. The Company has also recently hired several
new senior managers within its manager research and risk management departments.
In addition, compensation levels of certain professionals within the firm have
been increased in an effort to maintain competitive compensation packages.
General and Administrative Expenses
General and administrative expenses, consisting primarily of rent,
telecommunications, travel and entertainment, professional fees and other
ordinary operating expenses, increased 27.3% during the first six months of 2001
to $2,667,000, up $572,200 over the first six months of 2000, and 21.8% in the
second quarter of 2001 to $1,378,700, up $247,100 over the second quarter of
2000 as a result of the Company's continued growth. For example, the Company
continues to expand its corporate office space to accommodate growth in the
number of employees. The Company has also completed various upgrades and
enhancements to existing computer systems and software applications to
accommodate the continued growth of the Company, which has resulted in increases
in consulting costs. Travel costs have also increased substantially as the
Company continues to pursue the development of advisory client relationships
throughout the United States and Europe. Such efforts have resulted in the
addition of certain new clients domestically and abroad.
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 34.9% during the first
six months of 2001 to $1,456,200, up $376,500 over the first six months of 2000,
and 35.5% in the second quarter of 2001 to $745,700, up $195,200 over the second
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
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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 73.9% during the first six months of 2001 to $314,500, up
$133,600 over the first six months of 2000, and 85.9% in the second quarter of
2001 to $177,700, up $82,100 over the second quarter of 2000 as a result of
fixed asset purchases made subsequent to June 30, 2000. These assets includes
computer equipment for new employees, software updates for the Company's
information database and hardware upgrades for its worldwide computer network
system to accommodate the Company's ongoing growth.
Equity Earnings of Investments
Equity earnings of investments increased 26.4% during the first six months of
2001 to $482,200, up $100,600 over the first six months of 2000, and 32.6% in
the second quarter of 2001 to $193,500, up $47,600 over the second quarter of
2000 as a result of overall positive investment performance and additional
capital investments by the Company into certain of its proprietary investment
funds, including an investment of $2,000,000 in the American Masters Opportunity
Fund, L.P., which was launched June 1, 2000.
Earnings (losses) from Operations of Joint Ventures
Joint venture operations resulted in net losses of $455,600 for the first six
months of 2001 and $220,600 in the second quarter of 2001 as a result of the
continued anticipated losses of FITX ($555,000). These losses were offset by the
positive performance of Tremont MRM Services Limited ($99,400). The Company
anticipates that FITX will continue to operate at a loss for the remainder of
2001.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2001, the Company had $2,709,200 in cash and cash equivalents and
working capital of $4,279,400, 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 $3,347,600 for the six months
ended June 30, 2001, compared to $1,607,300 for the six months ended June 30,
2000. This increase resulted from increases in net income, deferred income taxes
payable, losses from operations of joint ventures, and tax benefits from the
exercise of stock options, as well as a decrease in accounts receivable. Cash
used by operations offsetting the above increases resulted from increases in
prepaid expenses and other current assets, other assets, and the advancement of
loans to certain executive officers, as well as decreases in accrued expenses
and deferred revenue. In addition, equity earnings of investments resulted in a
reduction of cash provided by operating activities.
Cash flow used by investing activities was $4,114,500 for the six months ended
June 30, 2001, compared to $1,661,300 for the six months ended June 30, 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. These uses of cash were
partially offset by dividend distributions received from the Company's joint
venture with Tremont MRM Services Limited.
During April 2001, the Company advanced a loan to an executive officer of
$370,000 that matures on April 1, 2002.
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During July 2001, the Company executed a $1,000,000 letter of credit of in order
to secure a ten-year lease entered into with its landlord for expanded corporate
office space at its existing location beginning in 2002. The letter of credit is
with the same bank that issued the Company its revolving note payable. Under the
terms of the letter of credit the amount available under the revolving note
payable is reduced from $2.5 million to $1.5 million, effective immediately.
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.
Certain statements in this Management's Discussion and Analysis constitute
"forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance, or achievements expressed or implied by
such forward looking statements. These forward looking statements were based on
various factors and were derived utilizing numerous important assumptions and
other factors that could cause actual results to differ materially from those in
the forward looking statements, including, but not limited to: uncertainty as to
the Company's future profitability and the Company's ability to develop and
implement operational and financial systems to manage rapidly growing
operations, competition in the Company's existing and potential future lines of
business, and other factors. Other factors and assumptions not identified above
were also involved in the derivation of these forward looking statements, and
the failure of such other assumptions to be realized, as well as other factors,
may also cause actual results to differ materially from those projected. The
Company assumes no obligation to update these forward looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting such forward looking statements.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Shareholders held on June 12, 2001, and
adjourned to, and reconvened on, June 28, 2001 for the purposes of confirming
receipt and tabulation of shareholder votes, the stockholders elected the
following to serve as directors until the next Annual Meeting of Stockholders
and until their successors are duly elected and qualified:
FOR WITHHOLD
--- --------
Sandra L. Manzke 9,469,243 15,889
Robert I. Schulman 9,460,199 24,933
John J. Keeley, Jr. 9,469,243 15,889
Jimmy L. Thomas 9,469,243 15,889
Alan A. Rhein 9,469,243 15,889
Richard O'Brien 9,461,431 23,701
Nicola Meaden 9,469,243 15,889
Bruce D. Ruehl 9,421,284 63,848
The Stockholders also voted to amend its Certificate of Incorporation to
increase the number of authorized shares of Class B Common Stock from 10 million
Shares to 20 million Shares. The vote was as follows:
FOR AGAINST ABSTAIN
--- ------- -------
6,811,917 2,672,486 --
The Stockholders also voted to ratify the appointment of Ernst & Young LLP to
serve as the Company's independent auditors for the fiscal year ending December
31, 2001. The vote was as follows:
FOR AGAINST ABSTAIN
--- ------- -------
9,485,127 -- --
ITEM 6. REPORTS ON FORM 8-K
The Company filed a report on Form 8-K dated July 10, 2001 disclosing that it
had entered into an Agreement and Plan of Merger by and among the Company,
Oppenheimer Acquisition Corp., a Delaware corporation ("Oppenheimer"), and
Joshua Acquisition Corp., a Delaware corporation, pursuant to which the Company
would become a wholly-owned subsidiary of Oppenheimer.
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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: August 7, 2001 /s/ Stephen T. Clayton
------------------------
Stephen T. Clayton
Chief Financial and Administrative Officer
(Duly authorized Officer and
Principal Financial and Accounting Officer)
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