UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
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: 000-26354
TRIMAINE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Washington
(State or other jurisdiction of
incorporation or organization) | 91-1636980
(I.R.S. Employer
Identification No.) |
Unit 803, 8/F, Dina House, Ruttonjee Centre
11 Duddell Street, Central Hong Kong
(Address of office)
(852) 2537-3613
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. YesXNo _____
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X
Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:
Class | Outstanding at April 30, 2004 |
| |
Common Stock, $0.01 | 15,217,097 |
par value | |
2
PART I.FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRIMAINE HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(Unaudited)
3
TRIMAINE HOLDINGS, INC.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
| March 31, 2004 | December 31, 2003 |
 |
| | |
ASSETS | | |
Current Assets | | |
Cash and cash equivalents | $5,344 | $5,464 |
Real estate held for development and sale | 526 | 526 |
|
Total current assets | 5,870 | 5,990 |
| | |
Investments | 47,295 | 34,985 |
|
| $53,165 | $40,975 |
|
| | |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | |
| | |
Current Liabilities | | |
Accounts payable | $95 | $34 |
Accrued liabilities | 94 | 168 |
Income tax payable | 31 | 87 |
Advance from affiliates | 590 | 552 |
|
Total current liabilities | 810 | 841 |
| | |
Deferred Income Tax Liability | 12,333 | 8,132 |
|
| 13,143 | 8,973 |
| | |
Shareholders' Equity | | |
Preferred stock | 1 | 1 |
Common stock | 152 | 152 |
Additional paid-in capital | 16,320 | 16,320 |
Deficit | (582) | (478) |
Accumulated other comprehensive income | 24,131 | 16,007 |
|
Total equity | 40,022 | 32,002 |
|
| $53,165 | $40,975 |
|
The accompanying notes are an integral part of these financial statements.
4
TRIMAINE HOLDINGS, INC.
Consolidated Statements of Operations and Deficit
(Unaudited)
(Dollars in thousands, except per share amounts)
| For the Three
Months Ended
March 31, 2004 | For the Three
Months Ended
March 31, 2003 |
|
| | |
Revenues | | |
Investment and other income | $6 | $(38) |
|
| | |
Costs and expenses | | |
General and administrative expenses | 135 | 103 |
Interest | 6 | 2 |
|
| 141 | 105 |
|
| | |
Loss before income tax | (135) | (143) |
| | |
Income tax benefit | (31) | (10) |
|
| | |
Net loss | (104) | (133) |
| | |
Deficit, beginning of period | (478) | (707) |
Dividends paid on preferred shares | - | (300) |
|
Deficit, end of period | $(582) | $(1,140) |
|
| | |
Basic loss per share | $(0.01) | $(0.01) |
|
The accompanying notes are an integral part of these financial statements
5
TRIMAINE HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in thousands)
| For the Three
Months Ended
March 31, 2004 | For the Three
Months Ended
March 31, 2003 |
|
| | |
Net loss | $(104) | $(133) |
| | |
Other comprehensive gain: | | |
Unrealized gain on securities, net of taxes | 8,124 | 497 |
|
| | |
Total comprehensive income | $8,020 | $364 |
|
The accompanying notes are an integral part of these financial statements.
6
TRIMAINE HOLDINGS, INC.
Consolidated Statement of Cash Flows
(Unaudited)
(Dollars in thousands)
| For the Three
Months Ended
March 31, 2004 | For the Three
Months Ended
March 31, 2003 |
|
| | |
Cash Flows from Operating Activities | | |
Net loss | $(104) | $(133) |
Adjustments to reconcile net loss to | | |
net cash provided by (used in) operating activities | | |
| | |
Changes in operating assets and liabilities: | | |
Real estate held for development and sale | - | (7) |
Accounts payable and accrued liabilities | (13) | 68 |
Amount due to affiliates | 38 | 59 |
Income tax liabilities | (56) | - |
Deferred income tax liability | 15 | (10) |
Other | - | 37 |
|
Net cash provided by (used in) operating activities | (120) | 14 |
| | |
Cash Flows from Investing Activities | | |
Decrease in note receivable | - | 700 |
|
Net cash provided by investing activities | - | 700 |
| | |
Cash Flows from Financing Activities | | |
Repurchases of common shares | - | (2) |
Dividends paid on preferred shares | - | (300) |
|
Net cash used in financing activities | - | (302) |
| | |
Change in cash and cash equivalents | (120) | 412 |
Cash and cash equivalents, beginning of period | 5,464 | 3,494 |
|
Cash and cash equivalents, end of period | $5,344 | $3,906 |
|
The accompanying notes are an integral part of these financial statements.
7
TRIMAINE HOLDINGS, INC.
Notes to Consolidated Financial Statements
March 31, 2004
(Unaudited)
Note 1. Basis of Presentation
The interim period consolidated financial statements contained herein have been prepared by the Registrant pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These interim period statements should be read together with the audited consolidated financial statements and accompanying notes included in the Registrant's latest annual report on Form 10-K for the year ended December 31, 2003. In the opinion of the Registrant, the unaudited consolidated financial statements contained herein contain all adjustments necessary in order to present a fair statement of the results for the interim periods presented. The results for the periods presented herein may not be indicative of the results for the entire year.
Note 2. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding in the period. The weighted average number of shares outstanding was 15,217,097 and 15,242,230 for the three months ended March 31, 2004 and 2003, respectively. There were no potentially dilutive securities outstanding during the three months ended March 31, 2004 and 2003, respectively.
Note 3. Subsequent Event
As of May 10, 2004, the fair value of one of the Company's available-for-sale securities included in investments, due to market fluctuations, decreased by approximately $14.0 million since March 31, 2004, which in turn decreased the deferred tax liabilities by approximately $4.7 million and shareholders' equity by approximately 9.3 million.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and financial condition of our company for the three months ended March 31, 2004 should be read in conjunction with the consolidated financial statements and related notes included in this quarterly report, as well as the most recent annual report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission.
Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the risk factors that are included in our annual report.
We operate in the financial services industry. As part of the financial services industry, we have certain real estate assets which are held for sale. All of our real estate assets are located in the Puget Sound region of the State of Washington, are undeveloped and a substantial portion are in a pre-development state. We intend, as opportunities arise, to monetize our real estate assets to finance the acquisition of interests in operating businesses. We may also acquire additional real estate assets. We intend to develop some of our undeveloped real estate properties, and in certain instances may participate in development joint venture arrangements as an interim step in the sale or monetization of a property, and will continue pre-development work on the properties to the extent necessary to protect or enhance their value.
During the year ended December 31, 2003, our remaining property in Gig Harbor (approximately 47 acres) was sold.
Our undeveloped real estate properties are located in the Puget Sound region of Washington State and consist of three parcels totalling approximately 42 acres which are zoned for neighbourhood retail and light industrial. One parcel totalling approximately 3 acres is zoned for high residential use. We are seeking to sell these parcels and do not intend to fully develop the majority of them prior to sale. We typically engage in such preliminary development work as is necessary to maximize the value of the parcels prior to their sale.
9
Results of Operations - Three Months Ended March 31, 2004
Revenues were $6,000 for the three months ended March 31, 2004 compared to ($38,000) for the same period in 2003.
Costs and expenses were $141,000 for the three months ended March 31, 2004 compared to $105,000 for the same period in 2003 and consisted primarily of general and administrative expenses. Interest expense increased marginally for the three months ended March 31, 2004 from the same period of 2003.
We had a net loss of $0.1 million for the three months ended March 31, 2004 and 2003, respectively.
Liquidity and Capital Resources
We had cash and cash equivalents of approximately $5.3 million at March 31, 2004 compared to $5.5 million at December 31, 2003. We had real estate held for development and sale of $0.5 million at March 31, 2004 and at December 31, 2003, respectively.
Operating activities used cash of $120,000 for the three months ended March 31, 2004, compared to providing cash of $14,000 for the same period in 2003. A decrease in accounts payable and accrued liabilities used cash of $13,000 for the three months ended March 31, 2004, compared to an increase of the same providing cash of $68,000 for the same period in 2003. An increase in amounts due to affiliates provided cash of $38,000 for the three months ended March 31, 2004, compared to $59,000 for the same period in 2003.
Investing activities provided cash of nil for the three months ended March 31, 2004, compared to $700,000 for the same period in 2003 primarily as a result of repayments received on a notereceivable.
Financing activities used cash ofnil for the three months ended March 31, 2004, compared to $302,000 for the same period in 2003 primarily as a result of the payment of dividends on our preferred stock.
We have no commitments for capital expenditures in relation to our undeveloped real estate, although we may need to provide funds for pre-development work on certain parcels in order to enhance our marketability and sale value.
We believe that our assets should enable us to meet our current ongoing liquidity requirements.
Critical Accounting Policies
Reference is made to our annual report on Form 10-K for the fiscal year ended December 31, 2003 for information concerning critical accounting policies.
10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in foreign currency exchange rates and interest rates which could impact our results of operations and financial condition. We do not enter into derivative contracts for our own account to hedge against these risks. From the year ended December 31, 2003 to March 31, 2004 we have not experienced any material quantitative changes in market risk exposure, except for equity price risk as a result of market fluctuation.
Interest Rate Risk
Fluctuations in interest rates may affect the fair value of the fixed interest rate financial instruments. An increase in market interest rates may decrease the fair value of the fixed interest rate financial instrument assets. A decrease in market interest rates may increase the fair value of the fixed interest rate financial instrument assets. Our financial instruments which may be sensitive to interest rate fluctuations include a note receivable, which was paid in full during the year ended December 31, 2003. Accordingly, we did not have financial instruments subject to interest rate risk in 2003. The following tables provide information about our exposure to interest rate fluctuations for the carrying amount of financial instruments that may be sensitive to such fluctuations as at December 31, 2002 and expected cash flows from these instruments.
As at December 31, 2002
(in thousands) |
| | | Expected Future Cash Flow |
| Carrying Value | Fair Value | 2003 | 2004 | 2005 | 2006 | 2007 | Thereafter |
Note receivable | $728 | $728 | $764 | $0 | $0 | $0 | $0 | $0 |
Foreign Currency Exchange Rate Risk
The reporting currency of our company is the U.S. dollar. We hold certain financial instruments denominated in Canadian dollars. A depreciation of the Canadian dollar against the U.S. dollar will decrease the fair value of financial instrument assets. An appreciation of the Canadian dollar against the U.S. dollar will increase the fair value of financial instrument assets. Our financial instruments which may be sensitive to foreign currency exchange rate fluctuations are investments. The following tables provide information about our exposure to foreign currency exchange rate fluctuations for the carrying amount of financial instruments that may be sensitive to such fluctuations as at December 31, 2003 and 2002, respectively, and expected cash flows from these instruments.
As at December 31, 2003
(in thousands) |
| | | Expected Future Cash Flow |
| Carrying Value | Fair Value | 2004 | 2005 | 2006 | 2007 | 2008 | Thereafter |
Investments(1) | $12 | $12 | $0 | $0 | $0 | $0 | $0 | $12 |
(1) Investments consists of equity securities, which are denominated in Canadian dollars.
11
As at December 31, 2002
(in thousands) |
| | | Expected Future Cash Flow |
| Carrying Value | Fair Value | 2003 | 2004 | 2005 | 2006 | 2007 | Thereafter |
Investments(1) | $14 | $14 | $0 | $0 | $0 | $0 | $0 | $14 |
(1) Investments consists of equity securities, which are denominated in Canadian dollars.
Equity Price Risk
Changes in trading prices of equity securities may affect the fair value of equity securities or the fair value of other securities convertible into equity securities. An increase in trading prices will increase the fair value and a decrease in trading prices will decrease the fair value of equity securities or instruments convertible into equity securities. Our financial instruments which may be sensitive to fluctuations in equity prices are investments. We are the sole beneficiary of a trust settlement agreement dated December 3, 2001 pursuant to which New Image Investments Co. Ltd. holds, as trustee, 1,870,000 shares of common stock in MFC Bancorp Ltd. New Image Investments has sole dispositive power over these shares. Please refer to Note 3 to our consolidated audited annual financial statements for the year ended December 31, 2003 for more information. The following tables provide information about our exposure to fluctuations in equity prices for the carrying amount of financial instruments sensitive to such fluctuations as at March 31, 2004, December 31, 2003 and 2002, respectively, and expected cash flows from these instruments.
As at March 31, 2004
(in thousands) |
| | | Expected Future Cash Flow |
| Carrying Value | Fair Value | 2004 | 2005 | 2006 | 2007 | 2008 | Thereafter |
Investments(1) | $47,295 | $47,295 | $0 | $0 | $0 | $0 | $0 | $47,295 |
(1) Investments consists of equity securities. As of May 10, 2004, the fair value of investments decreased by approximately $14.0 million since March 31, 2004.
As at December 31, 2003
(in thousands) |
| | | Expected Future Cash Flow |
| Carrying Value | Fair Value | 2004 | 2005 | 2006 | 2007 | 2008 | Thereafter |
Investments(1) | $34,985 | $34,985 | $0 | $0 | $0 | $0 | $0 | $34,985 |
(1) Investments consists of equity securities
As at December 31, 2002
(in thousands) |
| | | Expected Future Cash Flow |
| Carrying Value | Fair Value | 2003 | 2004 | 2005 | 2006 | 2007 | Thereafter |
Investments(1) | $13,741 | $13,741 | $0 | $0 | $0 | $0 | $0 | $13,741 |
(1) Investments consists of equity securities
12
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Exchange Act, as at March 31, 2004 (being the end of the period covered by this quarterly report on Form 10-Q) we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president and chief executive officer. Based upon that evaluation, our company's president and chief executive officer concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to management, including our company's president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.
13
PART II.OTHER INFORMATION
Item 1. Legal Proceedings.
To our knowledge we are not a party to any litigation as at April 30, 2004. We anticipate that, from time to time, we periodically may become subject to other legal proceedings in the ordinary course of our business. We are unable to ascertain the ultimate aggregate amount of monetary liability or financial impact of the above matters which seek damages of material or indeterminate amounts, and therefore cannot determine whether these actions, suits, claims or proceedings will, individually or collectively, have a material adverse effect on our business, results of operations, and financial condition. We intend to vigorously defend these actions, suits, claims and proceedings.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Number/Description
Exhibit
Number |
Description
|
3.1 | Articles of Incorporation (1) |
3.2 | Amendment to Articles of Incorporation dated November 5, 1993 (1) |
3.3 | Amendment to Articles of Incorporation dated April 22, 1994 (1) |
3.4 | Amendment to Articles of Incorporation dated April 14, 1995 (1) |
3.5 | Amendment to Articles of Incorporation dated July 10, 1996 (2) |
3.6 | Amendment to Articles of Incorporation dated March 23, 2000 (3) |
3.7 | Bylaws (1) |
10.1 | Debt Settlement Agreement with ICHOR Corporation dated September 30, 1997 (4) |
10.2 | Debt Settlement Agreement with ICHOR Corporation dated February 20, 1998 (4) |
14 |
10.3 | Purchase Agreement with MFC Merchant Bank S.A. dated January 4, 1999 (5) |
14.1 | Code of Ethics (6) |
31* | Section 302 Certification of Michael Smith, dated March 30, 2004 |
32* | Section 906 Certification of Michael Smith, dated March 30, 2004 |
21.1 | Subsidiaries of our company |
| | Inverness Enterprises Ltd. |
| | Trimaine Holdings Ltd. |
| |
* Filed herewith.
(1) Incorporated by reference to our Registration Statement on Form 10-SB.
(2) Incorporated by reference to our Form 8-K, as filed on June 27, 1996.
(3) Incorporated by reference to our Form 8-K, as filed on March 29, 2000.
(4) Incorporated by reference to the Schedule 13D/A with respect to shares of ICHOR Corporation dated March 13, 1998, as filed on March 16, 1998 (SEC File Number 005-47505).
(5) Incorporated by reference to the Schedule 13D/A with respect to shares of ICHOR Corporation dated January 4, 1999, as filed on January 14, 1999 (SEC File Number 005-47505)
(6) Incorporated by reference to our Form 10-K, as filed on March 30, 2004.
(b)Reports on Form 8-K
None.
15
SIGNATURES
In accordance with the requirements of theSecurities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 17, 2004
TRIMAINE HOLDINGS, INC.
By: /s/ Michael J. Smith
Michael J. Smith, President, Chief
Financial Officer and Director
