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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] 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.)
Suite 1620, 400 Burrard Street
Vancouver, British Columbia, Canada V6C 3A6
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (604) 683-5767
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $585,380 as of March 24, 2000, computed
on the basis of the closing price on such date.
As of March 27, 2000, there were 15,837,808 shares of the Registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 1999 Proxy Statement to be filed within 120
days of the period ended December 31, 1999 are incorporated by reference
into Part III.
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FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent 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, 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.
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TABLE OF CONTENTS
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PAGE
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PART I
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ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . 6
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . . . . . 7
ITEM 6. SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . 9
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK. . . . . . . . . . . . . . . . . . . . . . . . . . 11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . . . . . 13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . 13
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . 13
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . 13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . 13
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . 13
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . 14
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
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PART I
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ITEM 1. BUSINESS
The Corporation
TriMaine Holdings, Inc. (formerly Logan International Corp.) was
incorporated in the State of Washington on September 15, 1993 and
commenced operations in April 1994. In this document, unless the context
otherwise requires, the "Corporation" or "TriMaine" refers to TriMaine
Holdings, Inc. and its subsidiary. The Corporation is a subsidiary of
MFC Bancorp Ltd. ("MFC"), which owns approximately 81% of the
Corporation's shares of common stock. A subsidiary of MFC also owns $6
million of preferred shares in the capital stock of the Corporation.
Business of the Corporation
The Corporation operates in the financial services industry, engaged
primarily in the real estate business. All of the Corporation's 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. TriMaine intends, as opportunities arise, to
monetize its real estate assets to finance the acquisition of interests in
operating businesses. TriMaine may also acquire additional real estate
assets. TriMaine intends to develop some of its 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.
The development of real property in the State of Washington is subject to
multiple layers of government regulation, including state law and certain
ordinances of the city and county wherein the property is located.
Environmental regulations at the federal, state and local levels with
regard to wetlands, stormwater retention and discharge, wildlife, tree
preservation, slopes and groundwater recharge have greatly increased the
cost and uncertainty related to the development of property in the State
of Washington and have lengthened the time necessary to receive
development permits. Consequently, fewer developers are buying property in
the State of Washington and these developers tend to wait until the
permitting process is near completion before committing to a purchase.
The type and intensity of development of real property in the State of
Washington is subject to the comprehensive plan and zoning designation of
the property within the city or county in which the property is located.
Property development is also affected by sensitive areas, such as
wetlands, streams or wildlife habitat, located on the site. Both the
local government and the Army Corps of Engineers have jurisdiction over
wetland areas. Upon delivery of a development proposal, the appropriate
government agency will examine the site and delineate wetland areas.
These areas must either be left undisturbed with sufficient buffers for
protection or a mitigation plan for the designated areas must be approved.
Due to the broad definition of wetlands, it is common for undeveloped
property in the western Washington area to have some wetlands designated.
The majority of the Corporation's properties have had some wetland areas
designated.
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In 1990, the Washington legislature passed the Growth Management Act
("GMA") to "guide the development and adoption of comprehensive plans and
development regulations" in Washington State. The goal of the
comprehensive development plans is to, among other things, reduce the
development density in rural areas, encourage affordable housing and a
variety of housing densities, maintain and conserve natural resource
industries and lands and protect and enhance the environment and the
availability of water.
Under the GMA, the counties in which the Corporation's properties are
located have a several year period in which to develop county-wide growth
plans that will designate those areas in which growth will be accommodated
over the next 20 years. As a result of the uncertainty which has arisen
from the formulation of these growth plans, the permitting process
relating to the development of property in these counties has been
delayed. It is believed, however, that all of the Corporation's
properties are located in areas where additional growth will be permitted.
The Corporation intends to use the proceeds from the sale or monetization
of its real estate assets to acquire controlling equity interests in
operating businesses. In addition, the Corporation may seek to exchange
its real estate assets for equity interests in certain other companies.
The Corporation will seek to acquire interests in those companies that it
believes its expertise in financial restructuring and asset management
will add value to the Corporation's investment. In order to accomplish
such acquisitions, the Corporation may engage in joint ventures with
affiliated companies.
In December 1998, the Corporation transferred its 50.9% interest in the
shares of common stock of ICHOR Corporation ("Ichor") to a wholly-owned
subsidiary of MFC.
At December 31, 1999, the Corporation had no full-time employees. The
executive officers of the Corporation devote such time to the business of
the Corporation as is required.
ITEM 2. PROPERTIES
The Corporation's administrative offices are located on premises leased by
an affiliate of its parent company in Vancouver, British Columbia, Canada.
The Corporation's undeveloped real estate properties are located in the
Puget Sound region of Washington State and consist of 8 parcels totaling
approximately 111 acres which are zoned for various commercial uses
including retail, office and business park, and 2 parcels totaling
approximately 37 acres which are zoned for medium to high residential use.
The Corporation is seeking to sell these parcels and does not intend to
fully develop the majority of them prior to sale. The Corporation
typically engages in such preliminary development work as is necessary to
maximize the value of the parcels prior to their sale.
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Gig Harbour Property
The Corporation owns approximately 102 acres of undeveloped real property
which was, in early 1997, annexed to the City of Gig Harbour, Washington,
which is located at the west end of the Tacoma Narrows Bridge from Tacoma,
Washington. The annexation provides for much higher intensity development
than was allowed under its previous jurisdiction (Pierce County), and
opens the way for a new major thoroughfare to be built through the middle
of the property that connects State Highway 16 and the North entrance of
Gig Harbour. Of the total acreage, 50 acres are now zoned for
retail/commercial use, 35 acres for medium density (8 units per acre)
residential use and 17 acres for business park/professional office use.
The retail portion of the property is under an option agreement for
development into a regional shopping center. The Corporation may develop
all or a portion of the remaining land through partnerships, joint
ventures or other economic associations with local developers. The
Corporation's current involvement is limited to pre-development work,
including infrastructure (roads, sewer and water services), preliminary
permits, market studies, feasibility studies and related activities.
All utilities are available to the site, but the extension of utilities
would be required prior to development of the site. In addition, internal
roadways will need to be constructed to provide access to the site and the
site will require grading prior to development. The Corporation has not
determined whether it will be involved in any of the actual site work.
The City of Gig Harbour is planning an extension of a street past the
site, which when completed, will provide access to the site from the City
of Gig Harbour and State Highway 16. The construction of this street is
planned to commence in 2000.
ITEM 3. LEGAL PROCEEDINGS
The Corporation is subject to routine litigation incidental to its
business from time to time. The Corporation does not believe that the
outcome of such litigation will have a material adverse effect on its
business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Market Information. The Corporation's common stock is quoted on the
NASD OTC Bulletin Board under the symbol "LGIC". The following table sets
forth the quarterly high and low sales price per share of the
Corporation's common stock for the periods indicated:
Fiscal Quarter Ended High Low
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1998
March 31. . . . . . . . . . . . $ 0.38 $ 0.25
June 30 . . . . . . . . . . . . 0.50 0.13
September 30. . . . . . . . . . 0.13 0.13
December 31 . . . . . . . . . . 0.38 0.13
1999
March 31. . . . . . . . . . . . $ 0.38 $ 0.16
June 30 . . . . . . . . . . . . 0.25 0.16
September 30. . . . . . . . . . 0.19 0.16
December 31 . . . . . . . . . . 0.25 0.16
(b) Shareholders. At March 27, 2000, the Corporation had approximately
1,624 holders of record of its common stock.
(c) Dividends. The Corporation has not paid any dividends on its common
stock and does not anticipate that it will pay any dividends in the
foreseeable future.
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ITEM 6. SELECTED FINANCIAL DATA
The following table reflects selected consolidated financial data for the
Corporation for each of its last five fiscal years. Effective December
31, 1998, the Corporation transferred its holdings of shares of common
stock of Ichor. Ichor's results of operations for the fiscal years ended
December 31, 1998 and 1997, respectively, and its assets and liabilities
as at December 31, 1997 and 1996, respectively, are included in the
financial data presented below. The Corporation commenced operations in
April 1994.
For the Year Ended December 31
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1999 1998 1997 1996(1) 1995(2)
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(dollars in thousands, except per share amounts)
OPERATING DATA
Sales of real estate $ 225 $ 1,016 $ 3,250 $ 3,627 $ -
Other income 361 625 252 191 93
General and
administrative expenses 409 1,152 1,166 1,052 2,598
Interest expense 861 360 949 325 808
Income (loss) from
continuing operations 4,822 466 411 (5) (3,313)
Net income (loss) 4,822 466 (2,618) 252 (2,337)
COMMON SHARE DATA(3)
Income (loss) from
continuing operations
per common share 0.42 0.02 0.01 (0.03) (0.51)
Net income (loss) per
common share 0.42 0.02 (0.27) 0.01 (0.36)
Weighted average common
shares outstanding
(in thousands) 10,893 10,838 10,838 6,862 6,513
BALANCE SHEET DATA
Working capital 4,080 (2,287) 3,774 7,162 3,896
Total assets 17,843 16,083 15,760 19,315 9,907
Long-term obligations 0 0 646 327 646
Total stockholders'
equity 14,885 8,705 9,392 12,249 3,524
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(1) Includes an extraordinary item related to the early extinguishment of
debt totaling $257,000 ($0.04 per common share).
(2) Includes an extraordinary item related to the early extinguishment of
debt totaling $976,000 ($0.15 per common share).
(3) Basic and diluted common share data is the same.
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ITEM 7. 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 the Corporation for the years ended December 31,
1999, 1998 and 1997, respectively, should be read in conjunction with the
Corporation's audited consolidated financial statements and related notes
included elsewhere herein.
Effective December 31, 1998, the Corporation transferred its holdings of
shares of common stock of Ichor. Ichor's results of operations for the
fiscal years ended December 31, 1998 and 1997, respectively, and its
assets and liabilities as at December 31, 1997 and 1996, respectively,
have been included in the Corporation's financial statements. As Ichor
sold its environmental remediation services business in April 1997 and a
waste oil recycling facility in December 1997, these operations have been
accounted for as discontinued operations for the year ended December 31,
1997. Certain reclassifications have been made to the prior periods'
financial statements to conform to the current period's presentation.
Results of Operations for the Year Ended December 31, 1999 Compared to the
Year Ended December 31, 1998
Revenues for the year ended December 31, 1999 increased to $5.6 million
from $3.1 million for the year ended December 31, 1998. In the year ended
December 31, 1999, the Corporation sold real estate for $0.2 million,
compared to $1.0 million in the comparative period of 1998. In the
current period, the Corporation reported a gain on disposal of a former
subsidiary, Ichor, of $5.0 million, compared to a non-cash accounting gain
on disposal of subsidiaries of $1.4 million in 1998.
Costs and expenses for the year ended December 31, 1999 decreased to $1.4
million from $2.5 million for the year ended December 31, 1998. The cost
of real estate sold and related selling costs decreased to $0.1 million in
the year ended December 31, 1999 from $0.9 million in the comparable
period of 1998, primarily as a result of a reduction in the sale of real
estate. Interest expense increased to $0.8 million in the year ended
December 31, 1999 from $0.4 million in the same period of 1998, primarily
as a result of increased indebtedness. General and administrative expenses
decreased to $0.4 million in the year ended December 31, 1999, compared to
$1.2 million in the year ended December 31, 1998.
The Corporation had net income of $4.8 million, or $0.42 per share, in the
year ended December 31, 1999. In the year ended December 31, 1998, the
Corporation had net income of $0.5 million, or $0.02 per share.
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Results of Operations for the Year Ended December 31, 1998 Compared to the
Year Ended December 31, 1997
Revenues for the year ended December 31, 1998 decreased to $3.1 million
from $3.5 million for the year ended December 31, 1997. In the year ended
December 31, 1998, the Corporation sold real estate for $1.0 million,
compared to $3.3 million in the comparative period of 1997. In the year
ended December 31, 1998, the Corporation reported a non-cash accounting gain
on disposal of subsidiaries of $1.4 million. Effective March 31, 1998, the
Corporation's then 50.9% owned subsidiary, Ichor, sold its wholly-owned
subsidiary, ICHOR Services, Inc. ("Services"), and recognized a non-cash
accounting gain on the sale as a result of the disposal of net liabilities
of Services. Effective December 31, 1998, the Corporation transferred its
holdings of shares of common stock of Ichor.
Costs and expenses for the year ended December 31, 1998 decreased to $2.5
million from $4.1 million for the year ended December 31, 1997. The cost
of real estate sold and related selling costs decreased to $0.9 million in
the year ended December 31, 1998 from $1.9 million in the comparable
period of 1997, primarily as a result of a reduction in the sale of real
estate. Interest expense decreased to $0.4 million in the year ended
December 31, 1998 from $0.9 million in the same period of 1997, primarily
as a result of decreased indebtedness resulting from the disposition by
Ichor of Services. General and administrative expenses were $1.2 million
for the years ended December 31, 1998 and 1997, respectively.
The Corporation had net income of $0.5 million, or $0.02 per share, in the
year ended December 31, 1998. In the year ended December 31, 1997, the
Corporation had a net loss of $2.6 million, or $0.27 per share, which
included a loss of $3.0 million, or $0.28 per share, from discontinued
operations.
Liquidity and Capital Resources
The Corporation had cash of $2.1 million at December 31, 1999, compared to
$0.6 million at December 31, 1998.
Net cash used by operating activities was $5.4 million in the year ended
December 31, 1999, compared to $4.5 million in the year ended December 31,
1998. Repayment to a subsidiary of MFC used cash of $4.9 million in the
year ended December 31, 1999, compared to borrowings from subsidiaries of
MFC providing cash of $4.4 million in the comparable period of 1998. A
decrease in accounts and notes receivable provided cash of $0.1 million in
the year ended December 31, 1999, compared to $0.6 million in the same
period of 1998. Sales of and a decrease in real estate held for
development and sale provided cash of $19,000 in the year ended December
31, 1999, compared to $0.8 million in the year ended December 31, 1998.
Proceeds from the sale of investments provided cash of $5.0 million in the
year ended December 31, 1999, compared to providing no revenue in the
comparable period of 1998.
Financing activities provided cash of $1.9 million in the year ended
December 31, 1999, compared to providing cash of $2.0 million in the year
ended December 31, 1998. A net increase in indebtedness provided cash of
$0.3 million in the year ended December 31, 1999, compared to $25,000 in
the comparative period of 1998. The Corporation paid $0.3 million in
dividends on its preferred stock in the years ended December 31, 1999 and
1998, respectively.
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At December 31, 1999, the Corporation had $2.1 million in outstanding
notes which are secured by deeds of trust on a portion of the
Corporation's real estate assets and are non-recourse to the Corporation.
Pursuant to such deeds of trust, the Corporation is obligated to make
property tax and assessment payments on the secured properties on a timely
basis.
At December 31, 1999, overdue property taxes on the Corporation's
properties amounted to $0.1 million. In addition, there were
approximately $0.2 million in assessments to local improvement districts
("LIDs"). Overdue property taxes and LIDs accrue interest at
approximately 12% per annum. Under Washington State law, if property taxes
or LIDs remain delinquent for three years, the governing jurisdiction can
commence foreclosure proceedings against the property. The Corporation
anticipates that for the foreseeable future it will permit property taxes
to remain overdue, but may pay such taxes and LIDs as are necessary to
prevent foreclosure proceedings from occurring. No non-judicial or
judicial foreclosure actions have been commenced as a result of the
Corporation's failure to make property tax or assessment payments on a
timely basis.
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.
Year 2000
The Company has not experienced any difficulties associated with the
changeover to the year 2000. While management of the Company believes that
it took adequate steps to address the year 2000 issue, and the Company is
not aware of any difficulties experienced by its clients associated with
the changeover to the year 2000, there can be no assurance that
difficulties associated with the year 2000 issue may not arise in the
future.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks from changes in interest rates,
foreign currency exchange rates and equity prices which may affect its
results of operations and financial condition. The Company manages these
risks through internal risk management policies which are administered by
management committees. The Company does not enter into derivative
contracts for its own account to hedge against these risks.
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Interest Rate Risk
Fluctuations in interest rates may affect the fair value of financial
instruments sensitive to interest rates. An increase in interest rates
may decrease the fair value and a decrease in interest rates may increase
the fair value of such financial instruments. The Company's financial
instruments which may be sensitive to interest rate fluctuations are
investments and debt obligations. The following table provides
information about the Company's exposure to interest rate fluctuations for
the carrying amount of financial instruments that may be sensitive to such
fluctuations as at December 31, 1999 and expected cash flows from these
instruments:
Carrying Fair Expected Future Cash Flow
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Value Value 2000 2001 2002 2003 2004 Thereafter
-------- ------- ------ ------ ------ ------ ------ ------------
(thousands)
Investments(1) $ 6,200 $ 6,200 $ 0 $ 0 $ 0 $ 0 $ 0 $ 6,200
Debt obligations(2) 2,065 2,065 2,065 0 0 0 0 0
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(1) Investments consist of equity securities.
(2) Debt obligations consist of the Company's notes and other payables.
Foreign Currency Exchange Rate Risk
The reporting currency of the Company is the U.S. dollar. The Company
holds certain financial instruments denominated in Canadian dollars. A
depreciation of such currencies against the U.S. dollar will decrease the
fair value and an appreciation of such currencies against the U.S. dollar
will increase the fair value of such financial instruments. The Company's
financial instruments which may be sensitive to foreign currency exchange
rate fluctuations are investments. The following table provides
information about the Company's 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, 1999 and expected cash
flows from these instruments:
Carrying Fair Expected Future Cash Flow
-----------------------------------------------------
Value Value 2000 2001 2002 2003 2004 Thereafter
-------- ------- ------ ------ ------ ------ ------ -----------
(thousands)
Investments(1) $ 6,367 $ 6,367 $ 0 $ 0 $ 0 $ 0 $ 0 $ 6,367
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(1) Investments consist of equity securities, which are primarily
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.
The Company's financial instruments which may be sensitive to fluctuations
in equity prices are investments. The following table provides
information about the Company's exposure to fluctuations in equity prices
for the carrying amount of financial instruments sensitive to such
fluctuations and expected cash flows from these instruments.
Carrying Fair Expected Future Cash Flow
-----------------------------------------------------
Value Value 2000 2001 2002 2003 2004 Thereafter
-------- ------- ------ ------ ------ ------ ------ ------------
(thousands)
Investments(1) $10,805 $10,805 $ 0 $ 0 $ 0 $ 0 $ 0 $ 10,805
- ------------
(1) Investments consist of equity securities.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary data required with
respect to this Item 8, and as identified in Item 14 of this annual
report, are included in this annual report commencing on page 15.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from the Corporation's definitive proxy
statement to be filed within 120 days of the end of the Corporation's
fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the Corporation's definitive proxy
statement to be filed within 120 days of the end of the Corporation's
fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Incorporated by reference from the Corporation's definitive proxy
statement to be filed within 120 days of the end of the Corporation's
fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the Corporation's definitive proxy
statement to be filed within 120 days of the end of the Corporation's
fiscal year.
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) (1) Index to Financial Statements
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Financial Statements
(2) List of Exhibits
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.
Incorporated by reference to the Corporation's Form 8-K dated
June 27, 1996.
3.6 Amendment to Articles of Incorporation dated March 23, 2000.
Incorporated by reference to the Corporation's Form 8-K dated
March 29, 2000.
3.7 Bylaws.(1)
10.1 Debt Settlement Agreement between the Corporation and ICHOR
Corporation dated September 30, 1997.(2)
10.2 Debt Settlement Agreement between the Corporation and ICHOR
Corporation dated February 20, 1998.(2)
10.3 Purchase Agreement between the Corporation and MFC Merchant Bank
S.A. dated January 4, 1999. Incorporated by reference to the
Schedule 13D/A with respect to shares of Ichor dated January 4,
1999.
21 List of subsidiaries of the Registrant.
27 Article 5 - Financial Data Schedule for the year ended December
31, 1999.
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(1) Incorporated by reference to the Corporation's Registration
Statement on Form 10-SB.
(2) Incorporated by reference to the Schedule 13D/A with respect to
shares of Ichor dated March 13, 1998.
(b) Reports on Form 8-K
None.
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PETERSON SULLIVAN P.L.L.C.
601 UNION STREET SUITE 2300 SEATTLE WA 98101 (206) 382-7777 FAX 382-7700
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
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To the Board of Directors and Shareholders
Logan International Corp.
We have audited the accompanying consolidated balance sheets of Logan
International Corp. and subsidiary as of December 31, 1999 and 1998, and
the related statements of operations, comprehensive income, changes in
shareholders' equity, and cash flows for the years ended December 31,
1999, 1998 and 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free from material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Logan
International Corp. and its subsidiary as of December 31, 1999 and 1998,
and the results of their operations and their cash flows for the years
ended December 31, 1999, 1998 and 1997, in conformity with generally
accepted accounting principles.
/s/ Peterson Sullivan P.L.L.C.
March 1, 2000
Seattle, Washington
15
16
LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
(In Thousands of Dollars)
ASSETS 1999 1998
---------- ----------
Current Assets
Cash $ 2,072 $ 595
Receivables from affiliates 489 417
Real estate held for development and sale 3,766 3,785
Deferred tax asset 601 -
Other assets 110 294
---------- ----------
Total current assets 7,038 5,091
Investments 10,805 10,992
---------- ----------
$ 17,843 $ 16,083
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 479 $ 323
Accrued liabilities 139 139
Due to affiliates - 4,900
Debt 2,340 2,016
---------- ----------
Total current liabilities 2,958 7,378
Shareholders' Equity
Preferred stock, Series B, $.01 par value,
100,000 shares authorized, 60,000 issued and
outstanding at December 31, 1999 and 1998 1 1
Common stock, $.01 par value, 100,000,000
shares authorized, 15,837,808 and 10,837,808
issued and outstanding at December 31, 1999
and 1998 158 108
Additional paid-in capital 16,468 14,673
Retained deficit (708) (5,230)
Accumulated other comprehensive loss (1,034) (847)
---------- ----------
14,885 8,705
---------- ----------
$ 17,843 $ 16,083
========== ==========
The accompanying notes are an integral part of these financial statements.
16
17
LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999, 1998 and 1997
(In Thousands of Dollars, Except Earnings Per Share)
1999 1998 1997
------- ------- -------
Revenue
Sales of real estate $ 225 $ 1,016 $ 3,250
Gain on disposals of former
subsidiaries 5,040 1,419 -
Other 361 625 252
------- ------- -------
5,626 3,060 3,502
Costs and expenses
Cost of real estate sold and related
selling costs 95 939 1,944
General and administrative 409 1,152 1,166
Interest 861 360 949
------- ------- -------
1,365 2,451 4,059
------- ------- -------
Income (loss) from continuing
operations before income tax benefit,
minority interest and discontinued
operations 4,261 609 (557)
Deferred income tax benefit 561 - -
------- ------- -------
Income (loss) from continuing operations
before minority interest and
discontinued operations 4,822 609 (557)
Minority interest - (143) 968
------- ------- -------
Income from continuing operations 4,822 466 411
Discontinued operations (any tax benefits
from losses were fully reserved)
Loss from operation of environmental
remediation services segment - - (430)
Loss from operation of waste oil
recycling facility - - (1,224)
Loss on sale of waste oil recycling
facility - - (1,375)
------- ------- -------
Loss from discontinued operations - - (3,029)
------- ------- -------
Net income (loss) $ 4,822 $ 466 $(2,618)
======= ======= =======
Basic earnings (loss) per common share
Income from continuing operations $ .42 $ .02 $ .01
Discontinued operations - - (.28)
------- ------- -------
Net income (loss) per common
share $ .42 $ .02 $ (.27)
======= ======= =======
The accompanying notes are an integral part of these financial statements.
17
18
LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 1999, 1998 and 1997
(In Thousands of Dollars)
1999 1998 1997
------- ------- -------
Net income (loss) $ 4,822 $ 466 $(2,618)
Other comprehensive loss, net of tax
Unrealized holding losses on
securities arising during the
period (187) (853) (66)
------- ------- -------
Comprehensive income (loss) $ 4,635 $ (387) $(2,684)
======= ======= =======
The accompanying notes are an integral part of these financial statements.
18
19
LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1999, 1998 and 1997
(In Thousands of Dollars)
Accumulated
Other
Comprehensive
Number of Income (Loss),
Number of Preferred Preferred Additional Unrealized
Common Common Shares, Shares, Paid-in Retained Income (Loss)
Shares Shares Series B Series B Capital Deficit on Securities Total
--------- ------ --------- --------- ---------- -------- -------------- ------
Balance as at
December 31,
1996 10,837,808 $ 108 60,000 $ 1 $ 14,673 $ (2,605) $ 72 $12,249
Current period
change in other
comprehensive
loss - - - - - - (66) (66)
Net loss for the
year - - - - - (2,618) - (2,618)
Dividend - - - - - (173) - (173)
---------- -------- -------- --------- ---------- --------- ---------------- -------
Balance at
December 31,
1997 10,837,808 108 60,000 1 14,673 (5,396) 6 9,392
Current period
change in other
comprehensive
loss - - - - - - (853) (853)
Net income for
the year - - - - - 466 - 466
Dividend - - - - - (300) - (300)
---------- --------- -------- --------- ---------- --------- ---------------- -------
Balance at
December 31,
1998 10,837,808 108 60,000 1 14,673 (5,230) (847) 8,705
Sale of common
shares 5,000,000 50 - - 1,795 - - 1,845
Current period
change in other
comprehensive
loss - - - - - - (187) (187)
Net income for
the year - - - - - 4,822 - 4,822
Dividend - - - - - (300) - (300)
---------- --------- -------- --------- ---------- --------- ---------------- -------
Balance at
December 31,
1999 15,837,808 $ 158 60,000 $ 1 $ 16,468 $ (708) $ (1,034) $14,885
========== ========= ======== ========= ========== ========= ================ =======
The accompanying notes are an integral part of these financial statements.
19
20
LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999, 1998 and 1997
(In Thousands of Dollars)
1999 1998 1997
------- ------- -------
Cash Flows from Operating Activities
Net income (loss) $ 4,822 $ 466 $(2,618)
Adjustments to reconcile net income
(loss) to net cash flows from
operating activities
Gain on disposal of former
subsidiaries (5,040) (1,419) -
Net assets of discounted
segments - - 2,723
Change in operating assets and
liabilities
Cash held in escrow - 145 637
Real estate held for development
and sale 19 759 1,542
Deferred tax asset (601) - -
Accounts and notes receivable 103 613 (2,247)
Accounts payable and accrued
liabilities 156 (524) (621)
Amount due to affiliates (4,900) 4,434 1,185
Other 8 (6) 240
------- ------- -------
Net cash flows from operating
activities (5,433) 4,468 841
Cash Flows from Investing Activities
Proceeds from sale of investments 5,040 - -
Purchases of investments - (4,880) -
Increase in note receivable - (1,400) -
------- ------- -------
Net cash flows from investing
activities 5,040 (6,280) -
Cash Flows from Financing Activities
Proceeds from debt 400 465 2,180
Payment of debt (75) (440) (3,205)
Proceeds from common stock issuance 1,845 - -
Proceeds from preferred stock
issuance by a subsidiary - 2,230 -
Dividend (300) (300) (173)
------- ------- -------
Net cash flows from financing
activities 1,870 1,955 (1,198)
------- ------- -------
Net increase (decrease) in cash 1,477 143 (357)
Cash, beginning of year 595 452 809
------- ------- -------
Cash, end of year $ 2,072 $ 595 $ 452
======= ======= =======
The accompanying notes are an integral part of these financial statements.
20
21
LOGAN INTERNATIONAL CORP. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(In Thousands of Dollars, Except for Per Share Amounts)
Note 1. Nature of Operations and Significant Accounting Policies
Nature of Operations
- --------------------
Logan International Corp. ("the Company"; name changed on March 23, 2000,
to TriMaine Holdings, Inc.) is in the financial services industry which
currently includes investments in real estate. The Company is a 81% -
owned subsidiary of MFC Bancorp Ltd. ("MFC").
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of the Company
and its subsidiary. All significant intercompany accounts and transactions
have been eliminated. Unless otherwise stated, all notes to financial
statements relate to continuing operations.
Cash
- ----
Cash balances are occasionally in excess of federally insured amounts.
Investments
- -----------
The Company holds certain of its marketable investments as available-for-
sale securities which are stated at fair value. Any unrealized holding
gains or losses of available-for-sale securities are reported as a
separate component of comprehensive income until realized. If a loss in
value in available-for-sale securities is considered to be other than
temporary, it is recognized in the determination of net income. Cost is
based on the specific identification method to determine realized gains or
losses. Investments in nonmarketable securities (consisting of preferred
stock of MFC) are stated at the lower of cost or net realizable value.
Real Estate Held for Development and Sale
- -----------------------------------------
Real estate held for development and sale is stated at the lower of cost
or net realizable value as determined by management based on current
market conditions in the same geographic region. The Company's real
estate is treated as inventory which is to be disposed of in the near-term
and is, therefore, classified as a current asset.
21
22
Note 1. (Continued)
Environmental Conservation
- --------------------------
Liabilities for environmental conservation are recorded when it is
probable that obligations have been incurred and the amounts can be
reasonably estimated. Any potential recoveries of such liabilities are to
be recorded when there is an agreement with a reimbursing entity. No such
liabilities were recorded in these consolidated financial statements.
Taxes on Income
- ---------------
The Company accounts for income taxes under an asset and liability
approach that requires the recognition of deferred tax assets and
liabilities for expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. In
estimating future tax consequences, the Company generally considers all
expected future events other than enactments of changes in the tax laws or
rates.
Earnings Per Share
- ------------------
Basic earnings per share is computed by dividing income available to
common shareholders by the weighted average number of common shares
outstanding in the period. Diluted earnings per share takes into
consideration common shares outstanding (computed under basic earnings per
share) and potentially dilutive common shares; however, there were no
dilutive securities for 1999, 1998 and 1997.
The weighted average number of shares outstanding was 10,892,603 for the
year ended December 31, 1999 and 10,837,808 for the years ended December
31, 1998 and 1997. The income or (loss) from continuing operations to
compute the amount attributable to common shareholders includes the
recognition of preferred stock dividends in arrears of $300 for each of
the years ended December 31, 1999 and 1998, respectively, and $173 for the
year ended December 31, 1997.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
22
23
Note 1. (Continued)
Segment Information
- -------------------
Management operates the Company as one segment: financial services.
Information for management purposes does not require the segmenting of
financial services activities. Operating revenues are realized primarily
from third party sources in the United States. All long-lived assets are
located in the United States. Since there is one segment, no additional
segment disclosures are considered necessary for continuing operations.
New Accounting Standard
- -----------------------
Statement of Financial Accounting Standard No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133" defers the effective date of FASB No. 133.
Because the Company does not engage in any derivatives or hedging
activities, there should be no impact on its consolidated financial
statements.
Note 2. Discontinued Operations
During 1997, a former subsidiary, Ichor Corporation ("Ichor"), sold its
remediation services segment for $147 in cash. As part of the sale
transaction, current assets and liabilities of the segment were retained.
Also, in 1997, Ichor sold all of its waste oil facility assets for $320 in
cash plus a note for $680 (a non-cash transaction) which was paid in 1999.
Both segments were accounted for as discontinued operations in 1997.
A subsidiary of Ichor was sold in 1998 at a non-cash accounting gain of
$437. The gain resulted from the assumption of the subsidiary's
liabilities by the third party purchaser.
Effective December 31, 1998, the Company transferred all of its shares of
common stock in Ichor to a wholly-owned subsidiary of MFC. As a result of
the transaction, the Company had a net noncash accounting gain of $982 in
1998. As part of this transaction, the Company was to receive part of the
net proceeds from any sales of the shares. During 1999, the Company
received $5,040 from the sales of these shares which was included in
revenue. Of this amount, $4,565 was from affiliates.
23
24
Note 3. Investments
The Company has investments in available-for-sale securities which have
been classified as long-term at December 31, 1999, 1998 and 1997. These
securities may be summarized as follows:
1999 1998 1997
------- ------- -------
Fair value of securities at
December 31(of which $4,438 and
$4,563 represent 500,000 shares of
MFC common stock for 1999 and
1998, respectively) $ 4,605 $ 4,792 $ 814
Cost of securities at December 31
(of which $4,830 represents 500,000
shares of MFC common stock for 1999
and 1998) 5,639 5,639 808
------- ------- -------
Unrealized (loss) gain in other
comprehensive income at December 31 $(1,034) $ (847) $ 6
======= ======= =======
Included in long-term investments are 82,200 MFC Class A Preferred Shares,
Series 1, carried at the original cost of $6,200. Since no trading market
exists for these shares, management believes the fair value is equal to
cost based on the book value of the investee. Each preferred share is
convertible into 17.39 shares of MFC common stock, has an annual
dividend rate of $3.65 per share, is redeemable at any time, and is
retractable after 2002 subject to certain conditions. The Company
received $274, $290 and $172 in dividends in 1999, 1998 and 1997,
respectively, on these shares.
Note 4. Debt
1999 1998
---------- ----------
Nonrecourse notes payable collateralized
by real estate:
Interest at 15%; due June 30, 2000 $ 1,035 $ 1,035
Interest at 15%; due June 30, 2000 850 450
Interest at 12%; due June 30, 2000 170 170
Other 10 10
--------- ---------
$ 2,065 $ 1,665
========= =========
24
25
Note 4. (Continued)
In addition to notes payable, the Company also has an assessment due to
a local improvement district ("LID") and unpaid property taxes that total
$275 and $351 at December 31, 1999 and 1998, respectively, which are
priority liens on real estate. These amounts along with the nonrecourse
of notes payable have been combined and are classified as current
liabilities.
Based on borrowing rates available to the Company for debt with similar
terms and average maturities, management believes that the fair value of
the Company's debt approximates the amounts disclosed in this note.
Cash paid for interest during the years ended December 31, 1999, 1998 and
1997, was $867, $528 and $598, respectively.
Note 5. Preferred Stock
The Company's Preferred Shares, Series B are voting and require that
dividends be paid annually at 5% in arrears on December 31 (amounting to
approximately $300 at December 31, 1999). Should dividends not be paid as
required, interest at 8% is to be accrued on the unpaid amount. The
Company may redeem these shares at any time at an aggregate price which
includes all unpaid dividends, accrued interest and a redemption premium
of 10% based on the amount paid for the shares. Upon liquidation, these
shares are entitled to receive the same amounts as redemption in priority
to the common or other shares. As long as any of the Preferred Shares,
Series B remain outstanding, the Company cannot pay dividends on common or
other junior shares, redeem less than all of these shares or issue
additional preferred stock unless all unpaid dividends including interest
have been paid. In any event, no shares may be issued in priority to the
Preferred Shares, Series B without the approval of the preferred
shareholders. All 60,000 issued and outstanding shares are held by a
subsidiary of MFC.
25
26
Note 6. Income Tax
The reconciliation of income tax from continuing operations computed at
the U.S. federal statutory rate to the Company's effective tax for years
ended December 31 is as follows:
1999 1998 1997
------- ------- -------
Tax at U.S. statutory rate $ 1,449 $ 158 $ 139
Minority interest - 49 (329)
Tax basis in disposed shares (732) - -
Permanent difference associated with
the gain on disposal of subsidiary - (334) -
(Decrease) increase in valuation
allowance (1,185) 66 213
Other (93) 61 (23)
------- ------- -------
$ (561) $ - $ -
======= ======= =======
The significant components of the Company's deferred tax asset is as
follows:
1999 1998
---------- ----------
Available net operating loss
carryforwards $ 163 $ 746
Tax basis in real estate acquired in
excess of carrying value 438 439
------- -------
601 1,185
Valuation allowance - (1,185)
------- -------
Net deferred tax asset $ 601 $ -
======= =======
The Company's net operating loss carryforwards of $480 will expire in the
years ending December 31, 2011 and 2018 at $181, and $299, respectively.
The utilization of these losses is subject to annual limitations due to
the Internal Revenue Code.
Any tax benefits resulting from the determination of other comprehensive
income have been fully reserved. Even though realization is not assured,
management believes that it is more likely than not that the Company's
deferred tax asset above will be realized.
Note 7. Real Estate Transactions
The Company has an option agreement to sell approximately 46 acres out of
a larger parcel of real estate held for sale for approximately $7,300
which expires August 30, 2000, as extended, for a fee of $50.
26
27
Note 8. Transactions With Affiliates
At December 31, 1998, due to affiliates included $4,900 payable to another
subsidiary of MFC. This amount was repaid on December 31, 1999. The
Company paid interest of $600 during 1999 on this advance.
MFC charged the Company a management fee of $300 during 1999.
During 1999, the Company sold 5,000,000 of its common shares to another
subsidiary of MFC for $1,845 in cash.
The Company has receivables from affiliates of $489 and $417 at December
31, 1999 and 1998, respectively. Management estimates that the fair value
of the receivables approximates carrying value based on similar
transactions in the market.
27
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 30, 2000 TRIMAINE HOLDINGS, INC.
By: /s/ Michael J. Smith
--------------------------------------
Michael J. Smith
President, Chief Financial Officer and
Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Michael J. Smith Date: March 30, 2000
- ------------------------------
Michael J. Smith
President, Chief Financial Officer and
Director
/s/ Roy Zanatta Date: March 30, 2000
- ------------------------------
Roy Zanatta
Director
/s/ Simon Law Date: March 30, 2000
- ------------------------------
Simon Law
Director
28
29
EXHIBIT INDEX
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. Incorporated by reference to the
Corporation's Form 8-K dated June 27, 1996.
3.6 Amendment to Articles of Incorporation dated March
23, 2000. Incorporated by reference to the
Corporation's Form 8-K dated March 29, 2000.
3.7 Bylaws.(1)
10.1 Debt Settlement Agreement between the Corporation
and ICHOR Corporation dated September 30, 1997.(2)
10.2 Debt Settlement Agreement between the Corporation
and ICHOR Corporation dated February 20, 1998.(2)
10.3 Purchase Agreement between the Corporation and MFC
Merchant Bank S.A. dated January 4, 1999.
Incorporated by reference to the Schedule 13D/A
with respect to shares of Ichor dated January
4, 1999.
21 List of subsidiaries of the Registrant.
27 Article 5 - Financial Data Schedule for the year
ended December 31, 1999.
- -------------
(1) Incorporated by reference to the Corporation's Registration Statement
on Form 10-SB.
(2) Incorporated by reference to the Schedule 13D/A with respect to
shares of Ichor dated March 13, 1998.