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, 2002
[ ] 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.)
FLOOR 21, MILLENNIUM TOWER, HANDELSKAI 94-96, A-1200, VIENNA, AUSTRIA
(Address of principal executive offices)
(431) 240-25300
(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, 2002
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Common Stock, $0.01 15,322,697
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
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ITEM 1. FINANCIAL STATEMENTS
TRIMAINE HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(UNAUDITED)
TRIMAINE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
MARCH 31, 2002 DECEMBER 31, 2001
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ASSETS
Current Assets
Cash and cash equivalents $ 5,416 $ 5,919
Real estate held for development and sale 1,215 1,149
Other 405 163
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Total current assets 7,036 7,231
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Securities 19,366 21,516
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$ 26,402 $ 28,747
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 115 $ 173
Accrued liabilities 152 166
Advance from affiliates 1,585 1,591
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Total current liabilities 1,852 1,930
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Deferred income tax liability 2,916 3,551
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4,768 5,481
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Shareholders' Equity
Preferred stock 1 1
Common stock 153 153
Additional paid-in capital 16,355 16,358
Deficit (893) (683)
Accumulated other comprehensive income 6,018 7,437
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Total equity 21,634 23,266
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$ 26,402 $ 28,747
=============== ==================
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, 2002 MARCH 31, 2001
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Dividend and other revenues $ 251 $ 304
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251 304
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Costs and expenses
General and administrative expenses 61 117
Interest 3 5
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64 122
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Income before income tax 187 182
Income tax expenses 97 62
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Net income 90 120
Retained earnings (deficit), beginning
of period (683) 734
Dividends paid on preferred shares (300) (300)
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Retained earnings (deficit), end of period $ (893) $ 554
=============== ===============
Basic and diluted earning per share $ 0.00 $ 0.00
=============== ===============
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS)
MONTHS ENDED MONTHS ENDED
FOR THE THREE FOR THE THREE
MARCH 31, 2002 MARCH 31, 2001
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Net Income $ 90 $ 120
Other comprehensive loss:
Unrealized loss on securities, net of taxes (1,419) (85)
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Total comprehensive (loss) income $ (1,329) $ 35
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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, 2002 MARCH 31, 2001
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Cash Flows from Operating Activities
Net income $ 90 $ 120
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities: - -
Changes in current assets and liabilities:
Accounts receivable - 3,481
Real estate held for development and sale (66) (90)
Receivable from affiliates - (1,132)
Deferred income tax assets - (247)
Accounts payable and accrued liabilities (72) (4)
Due to affiliate (6) -
Income tax liabilities - 534
Deferred income tax liabilities 96 (225)
Other (242) -
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Net cash provided by (used in)
operating activities (200) 2,437
Cash Flows from Investing Activities
Increase in note receivable - (1,111)
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Net cash used in investing activities - (1,111)
Cash Flows from Financing Activities
Repurchases of common shares (3) -
Dividend (300) (300)
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Net cash used in financing activities. (303) (300)
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Change in cash and cash equivalents (503) 1,026
Cash and cash equivalents, beginning of period 5,919 2,721
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Cash and cash equivalents, end of period $ 5,416 $ 3,747
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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 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, 2001. 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 15,322,697 for the three months ended March 31, 2002 and
15,837,808 for the three months ended March 31, 2001.
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, 2002 should be read in conjunction with the consolidated
financial statements and related notes included elsewhere herein.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2002
Revenues were $0.3 million for the three months ended March 31, 2002 and 2001,
respectively, primarily as a result of dividends received on shares held by the
Corporation and interest income.
Costs and expenses for the three months ended March 31, 2002 were $64,000,
compared to $0.1 million in the comparative period of 2001. Interest expense
decreased to $3,000 in the three months ended March 31, 2002 from $5,000 in the
same period of 2001, primarily as a result of decreased indebtedness in the
current period.
Net income was $0.1 million in the three months ended March 31, 2002 and 2001,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation had cash of $5.4 million at March 31, 2002 compared to $5.9
million at December 31, 2001.
Operating activities used cash of $0.2 million in the three months ended March
31, 2002, compared to providing cash of $2.4 million in the three months ended
March 31, 2001. There were no accounts receivable activity in the three months
ended March 31, 2002, compared to a decrease in accounts receivable providing
cash of $3.5 million in the three months ended March 31, 2001. There were no
receivables from affiliates activity in the three months ended March 31, 2002,
compared to an increase of the same using cash of $1.1 million in the same
period of 2001.
Investing activities used no cash in the three months ended March 31, 2002,
compared to $1.1 million used in the three months ended March 31, 2001,
primarily as a result of an increase in a note receivable.
Financing activities used cash of $0.3 million in the three months ended March
31, 2002 and 2001, respectively, primarily as a result of the payment of
dividends on its preferred stock.
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, 2001 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, 2001 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, 2002
TRIMAINE HOLDINGS, INC.
By: /s/ Michael J. Smith
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Michael J. Smith, President,
Chief Financial Officer and
Director