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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 September 30, 2000
OR
[ ] 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)
(35 31) 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 November 10, 2000
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Common Stock, $0.01 15,837,808
par value
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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 NINE MONTHS ENDED SEPTEMBER 30, 2000
(Unaudited)
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TRIMAINE HOLDINGS, INC.
Consolidated Balance Sheets
(Unaudited)
(dollars in thousands)
September 30, 2000 December 31, 1999
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ASSETS
Current Assets
Cash and cash equivalents $ 3,244 $ 2,072
Receivable from affiliates 445 489
Real estate held for development
and sale 2,158 3,766
Deferred tax asset 365 601
Other assets 10 110
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Total current assets 6,222 7,038
Investments 10,546 10,805
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$ 16,768 $ 17,843
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 441 $ 479
Accrued liabilities 139 139
Debt 131 2,340
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Total current liabilities 711 2,958
Shareholders' Equity
Preferred stock 1 1
Common stock 158 158
Additional paid-in capital 16,468 16,468
Deficit (707) (708)
Accumulated other comprehensive
income (loss) 137 (1,034)
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Total equity 16,057 14,885
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$ 16,768 $ 17,843
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Operations and Deficit
(Unaudited)
(dollars in thousands, except per share amounts)
For the Nine For the Nine
Months Ended Months Ended
September 30, 2000 September 30, 1999
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Revenues
Sale of real estate $ 4,542 $ 225
Dividend income 281 274
Loss on sale of investments (1,991) -
Other 158 70
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2,990 569
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Costs and expenses
Cost of real estate sold and
related selling costs 1,961 95
General and administrative
expenses 384 229
Real estate taxes 15 15
Interest 163 191
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2,523 530
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Income before income tax 467 39
Income tax 166 -
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Net income 301 39
Deficit, beginning of period (708) (5,230)
Dividend paid on preferred
shares (300) (300)
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Deficit, end of period $ (707) $ (5,491)
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Basic income (loss) per share $ 0.00 $ (0.02)
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Operations and Deficit
(Unaudited)
(dollars in thousands, except per share amounts)
For the Three For the Three
Months Ended Months Ended
September 30, 2000 September 30, 1999
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Revenues
Loss on sale of investments $ (1,986) $ -
Other 50 57
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(1,936) 57
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Costs and expenses
General and administrative
expenses 97 51
Real estate taxes 5 5
Interest 2 62
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104 118
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Loss before income tax (2,040) (61)
Income tax benefit 686 -
Net loss (1,354) (61)
Retained earnings (deficit),
beginning of period 647 (5,430)
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(Deficit), end of period $ (707) $ (5,491)
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Basic loss per share $ (0.09) $ (0.01)
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
(dollars in thousands)
For the Nine For the Nine
Months Ended Months Ended
September 30, 2000 September 30, 1999
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Net income $ 301 $ 39
Other comprehensive gain:
Unrealized gain on
securities, net of
income tax 1,171 85
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Total comprehensive income $ 1,472 $ 124
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
(Unaudited)
(dollars in thousands)
For the Three For the Three
Months Ended Months Ended
September 30, 2000 September 30, 1999
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Net loss $ (1,354) $ (61)
Other comprehensive gain:
Unrealized gain on
securities, net of
income tax 1,271 819
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Total comprehensive
income (loss) $ (83) $ 758
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(dollars in thousands)
For the Nine For the Nine
Months Ended Months Ended
September 30, 2000 September 30, 1999
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Cash Flows from Operating
Activities:
Net income $ 301 $ 39
Adjustments to reconcile net
income to net cash provided
by operating activities
Loss on sale of investments 1,991 -
Deferred tax 166 -
Amortization 34 16
Changes in current assets and
liabilities
Real estate 1,608 31
Prepaid and other assets 66 55
Accounts receivable - 158
Receivables from affiliates 44 (70)
Payables (38) 75
Other 50 76
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Net cash provided by
operating activities 4,222 380
Cash Flows from Investing
Activities:
Purchase of available-for-sale
securities (4,138) -
Proceeds from sale of
available-for-sale securities 3,647 -
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Net cash used in investing
activities (491) -
Cash Flows from Financing Activities:
Payment of debts (2,259) -
Dividend (300) (300)
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Net cash used in financing
activities (2,559) (300)
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Increase in cash and cash
equivalents 1,172 80
Cash and cash equivalents,
beginning of period 2,072 595
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Cash and cash equivalents,
end of period $ 3,244 $ 675
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The accompanying notes are an integral part of these financial statements.
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TRIMAINE HOLDINGS, INC.
Notes to Consolidated Financial Statements
September 30, 2000
(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 United States 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, 1999. 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 by dividing income or loss
available to common shareholders by the weighted average number of shares
outstanding during the period. The weighted average number of shares
outstanding was 15,837,808 and 10,837,808 for the nine month period ended
September 30, 2000 and 1999, respectively.
Note 3. Disposition
The Corporation completed the sale of a 29.34 acre parcel zoned for retail
commercial use on the north side of its real property in the City of Gig
Harbor, Washington in the current period.
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PART I. FINANCIAL INFORMATION
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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 nine and three month periods ended September 30, 2000 should be read
in conjunction with the consolidated financial statements and related
notes included elsewhere herein.
Results of Operations - Nine Months Ended September 30, 2000
Revenues increased to $3.0 million for the nine months ended September 30,
2000 from $0.6 million for the comparable period of 1999, primarily as a
result of the sale of a 29.34 acre parcel of land in Gig Harbor,
Washington for gross proceeds of approximately $4.5 million. The increase
in revenues was partially offset by a $2.0 million loss on sale of
investments. Reference is made to the Corporation's report on Form 8-K
dated August 4, 2000 for further information concerning the sale of land.
Costs and expenses for the nine months ended September 30, 2000 were $2.5
million compared to $0.5 million in the same period in 1999, primarily as
a result of the cost of real estate sold and related selling costs.
Income tax for the nine months ended September 30, 2000 was $0.2 million
as a result of the utilization of a deferred tax benefit, compared to nil
in the same period in 1999.
Net earnings for the nine months ended September 30, 2000 were $0.3
million, or $0.00 per common share, compared to net earnings of $39,000,
or a loss of $0.02 per common share, for the nine months ended September
30, 1999.
Results of Operations - Three Months Ended September 30, 2000
Revenues decreased to $(1.9) million for the three months ended September
30, 2000 from $57,000 for the comparable period of 1999, primarily as a
result of the loss on sale of investments.
Costs and expenses decreased marginally in the three months ended
September 30, 2000 compared to the three months ended September 30, 1999.
Net loss for the three months ended September 30, 2000 was $1.4 million,
or $0.09 per common share, compared to a net loss of $61,000, or $0.01 per
common share, for the three months ended September 30, 1999.
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Liquidity and Capital Resources
The Corporation had cash and cash equivalents of $3.2 million at September
30, 2000, compared to $2.1 million at December 31, 1999.
Operating activities provided cash of $4.2 million in the nine months
ended September 30, 2000, compared to $0.4 million in the nine months
ended September 30, 1999. Receivables from affiliates provided cash of
$44,000 in the nine months ended September 30, 2000, compared to using
cash of $70,000 during the comparable period in 1999. A decrease in
payables in the nine months ended September 30, 2000 used cash of $38,000,
compared to an increase in same providing cash of $75,000 in the
comparative period of 1999. Net real estate sales provided cash of $1.6
million in the nine months ended September 30, 2000, compared to $31,000
in the comparative period of 1999.
Investing activities in the nine months ended September 30, 2000 used cash
of $0.5 million on securities transactions. In the same period of 1999,
investing activities had no effect on cash flows.
Financing activities used cash of $2.6 million in the nine months ended
September 30, 2000, compared to $0.3 million used in the nine months ended
September 30, 1999, primarily as a result of the payment of debts. The
Corporation paid $0.3 million in dividends on its preferred stock in the
nine months ended September 30, 2000 and 1999, 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, 1999 for information concerning market
risk. The Corporation believes that there were no material changes in
market risk since December 31, 1999.
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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, 1999 for information concerning legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation held its annual meeting of shareholders on July 12, 2000.
At the meeting, Simon Law was elected as a Class II director of the
Corporation for a term expiring at the annual meeting of shareholders in
2003 and Roy Zanatta was elected as a Class III director of the
Corporation for a term expiring at the annual meeting of shareholders in
2001. The voting results for the election of directors were as follows:
ABSTENTIONS AND
VOTES FOR VOTES WITHHELD BROKER NON-VOTES
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Simon Law 7,102,959 6,326 -
Roy Zanatta 7,102,959 6,326 -
Michael J. Smith continued his term as a Class I director of the Corporation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
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27 Article 5 - Financial Data Schedule for the 3rd Quarter
2000 Form 10-Q.
(b) Reports on Form 8-K
The Corporation filed the following reports with respect to the
indicated items:
Form 8-K dated August 4, 2000
Item 2. Acquisition or Disposition of Assets
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 10, 2000 TRIMAINE HOLDINGS, INC.
By: /s/ Michael J. Smith
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Michael J. Smith, President, Chief
Financial Officer and Director
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EXHIBIT INDEX
Exhibit Number Description
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27 Article 5 - Financial Data Schedule for the 3rd Quarter
2000 Form 10-Q.