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, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER: 000-26354
TRIMAINE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-1636980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17 DAME STREET
DUBLIN 2, IRELAND
(Address of principal executive offices)
(3531) 679-1688
(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. Yes X No
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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 May 14, 2001
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Common Stock, $0.01 15,837,808
par value
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not based on historical
events, constitute forward-looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs and expenditures, the evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or other
business plans. Investors are cautioned that forward-looking statements are
subject to an inherent risk that actual results may vary materially from those
described herein. Factors that may result in such variance, in addition to
those accompanying the forward-looking statements, include changes in interest
rates, prices and other economic conditions; actions by competitors; natural
phenomena; actions by government and regulatory authorities; uncertainties
associated with legal proceedings; technological development; future decisions
by management in response to changing conditions; and misjudgments in the course
of preparing forward-looking statements.
PART I. FINANCIAL INFORMATION
----------------------
ITEM 1. FINANCIAL STATEMENTS
TRIMAINE HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(UNAUDITED)
TRIMAINE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
MARCH 31, 2001 DECEMBER 31, 2000
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ASSETS
Current Assets
Cash and cash equivalents $ 3,747 $ 2,721
Account receivable - 3,481
Receivable from affiliates 1,577 445
Note receivable 1,111 -
Real estate held for development and sale 986 896
Deferred tax asset 290 -
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Total current assets 7,711 7,543
Investments 10,000 10,128
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$ 17,711 $ 17,671
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 85 $ 100
Accrued liabilities 134 123
Deferred income tax liability - 225
Income tax liability 534 -
---------------- -------------------
Total current liabilities 753 448
Shareholders' Equity
Preferred stock 1 1
Common stock 158 158
Additional paid-in capital 16,468 16,468
Retained earnings 554 734
Accumulated other comprehensive loss (223) (138)
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Total equity 16,958 17,223
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$ 17,711 $ 17,671
================ ===================
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2001 MARCH 31, 2000
---------------- ----------------
Revenues
Dividend income $ 270 $ 281
Loss on sale of investment - (5)
Other 34 50
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304 326
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Costs and expenses
General and administrative 112 134
Real estate taxes 5 5
Interest 5 80
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122 219
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Income before income tax provision 182 107
Income tax provision 62 -
---------------- ----------------
Net income 120 107
Retained earnings (deficit), beginning of period 734 (708)
Dividends paid on preferred shares (300) (300)
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Retained earnings (deficit), end of period $ 554 $ (901)
================ ================
Basic and diluted earnings per share $ 0.00 $ 0.00
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The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2001 MARCH 31, 2000
---------------- ----------------
Net Income $ 120 $ 107
Other comprehensive loss:
Unrealized loss on securities (85) (760)
---------------- ----------------
Total comprehensive income (loss) $ 35 $ (653)
================ ================
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2001 MARCH 31, 2000
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Cash Flows from Operating Activities
Net income from operation $ 120 $ 107
Adjustments to reconcile net income to net
cash provided by operating activities:
Loss on sale of investment - 5
Amortization - 17
Changes in operating assets and liabilities:
Account receivable 3,481 -
Real estate held for development and sale (90) (13)
Prepaid and other assets - 77
Receivable from affiliates (1,132) 44
Deferred tax asset (247) -
Accounts payable and accrued liabilities (4) (44)
Deferred tax liability (225) -
Income tax liability 534 -
Other - 6
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Net cash provided by operating activities 2,437 199
Cash Flows from Investing Activities
Increase in note receivable (1,111) -
---------------- ----------------
Net cash used in investing activities (1,111) -
Cash Flows from Financing Activities
Dividend (300) (300)
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Net cash used in financing activities (300) (300)
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Increase (decrease) in cash and cash equivalents 1,026 (101)
Cash and cash equivalents, beginning of period 2,721 2,072
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Cash and cash equivalents, end of period $ 3,747 $ 1,971
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The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(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 generally
accepted accounting principles 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, 2000. 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.
NOTE 2. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed on the weighted average number of
shares outstanding during the period. The weighted average number of shares
outstanding were 15,837,808 for the three months ended March 31, 2001 and 2000,
respectively.
PART I. FINANCIAL INFORMATION
---------------------
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 TriMaine Holdings, Inc. (the "Corporation") for the three months
ended March 31, 2001 should be read in conjunction with the consolidated
financial statements and related notes included elsewhere herein.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2001
Revenues were $0.3 million for the three months ended March 31, 2001 and 2000,
respectively, primarily as a result of dividends received on shares held by the
Corporation.
Costs and expenses for the three months ended March 31, 2001 were $0.1 million,
compared to $0.2 million in the comparative period of 2000. Interest expense
decreased to $5,000 in the three months ended March 31, 2001 from $80,000 in the
same period of 2000, primarily as a result of decreased indebtedness in the
current period.
Net income was $0.1 million in the three months ended March 31, 2001 and 2000,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation had cash and cash equivalents of $3.7 million at March 31, 2001,
compared to $2.7 million at December 31, 2000.
Operating activities provided cash of $2.4 million in the three months ended
March 31, 2001, compared to $0.2 million in the three months ended March 31,
2000. A decrease in account receivable provided cash of $3.5 million in the
three months ended March 31, 2001, compared to nil in the three months ended
March 31, 2000. An increase in receivables from affiliates used cash of $1.1
million in the three months ended March 31, 2001, compared to a decrease
providing cash of $44,000 in the same period of 2000.
Financing activities used cash of $0.3 million in the three months ended March
31, 2001 and 2000, respectively. The Corporation paid $0.3 million in dividends
on its preferred stock in the three months ended March 31, 2001 and 2000,
respectively.
The Corporation has no commitments for capital expenditures in relation to its
undeveloped real estate, although it may need to provide funds for
pre-development work on certain parcels in order to enhance their marketability
and sale value.
The Corporation believes that its assets should enable the Corporation to meet
its current ongoing liquidity requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to the Corporation's annual report on Form 10-K for the fiscal
year ended December 31, 2000 for information concerning market risk.
PART II. OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Corporation's annual report on Form 10-K for the fiscal
year ended December 31, 2000 for information concerning legal proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
None.
(b) REPORTS ON FORM 8-K
None.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 14, 2001
TRIMAINE HOLDINGS, INC.
By: /s/ Michael J. Smith
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Michael J. Smith, President, Chief
Financial Officer and Director