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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, 2000
[ ] 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) (Postal Code)
Registrant's telephone number, including area code: (3531) 679-1688
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 $192,559 as of March 23, 2001, computed
on the basis of the closing price on such date.
As of March 23, 2001, there were 15,837,808 shares of the Registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 2000 Proxy Statement to be filed within 120
days of the period ended December 31, 2000 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 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 ........................................................ 27
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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", the "Company" 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 State 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, 2000, 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 office is located on leased premises in
Dublin, Ireland.
The Corporation's undeveloped real estate properties are located in the
Puget Sound region of Washington State and consist of six parcels
totalling approximately 65 acres which are zoned for various commercial
uses including retail, office and business park, and two parcels totalling
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.
Gig Harbor Property
The Corporation owns approximately 52 acres of undeveloped real property
which was, in early 1997, annexed to the City of Gig Harbor, Washington,
which is located at the west end of the Tacoma Narrows Bridge in Tacoma,
Washington. The annexation provides for much higher
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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 Harbor. Of the total acreage, 35 acres are zoned
for medium density (eight units per acre) residential use and 17 acres are
zoned for business park/professional office use. The Corporation may
develop all or a portion of the 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 property. The City of Gig Harbor has
commenced work on an extension of a street through the property, which
when completed, will provide access to the site from the City of Gig
Harbor and State Highway 16. The opening of the road is scheduled for
May, 2001.
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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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
2000
March 31 .............................. $ 0.53 $ 0.06
June 30 ............................... 0.34 0.13
September 30 .......................... 0.16 0.13
December 31 ........................... 0.13 0.13
(b) Shareholders. At March 23, 2001, the Corporation had approximately
1,606 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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2000 1999 1998 1997 1996
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(dollars in thousands, except per share amounts)
OPERATING DATA
Sales of real estate $ 8,329 $ 225 $ 1,016 $ 3,250 $ 3,627
Other income 575 361 625 252 191
General and
administrative expenses 476 409 1,152 1,166 1,052
Interest expense 167 861 360 949 325
Income (loss) from
continuing operations 1,742 4,822 466 411 (5)
Net income (loss) 1,742 4,822 466 (2,618) 252(1)
COMMON SHARE DATA(2)
Income (loss) from
continuing operations
per common share 0.09 0.42 0.02 0.01 (0.03)
Net income (loss) per
common share 0.09 0.42 0.02 (0.27) 0.01
Weighted average common
shares outstanding
(in thousands) 15,837 10,893 10,838 10,838 6,862
BALANCE SHEET DATA
Working capital 7,095 4,080 (2,287) 3,774 7,162
Total assets 17,671 17,843 16,083 15,760 19,315
Long-term obligations 0 0 0 646 327
Total shareholders'
equity 17,223 14,885 8,705 9,392 12,249
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(1) Includes an extraordinary item related to the early extinguishment of
debt totalling $257,000 ($0.04 per common share).
(2) 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,
2000, 1999 and 1998, 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 year ended December 31, 1998 have been included in the
Corporation's financial statements. 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, 2000 Compared to the
Year Ended December 31, 1999
Revenues for the year ended December 31, 2000 were $8.9 million, compared
to $0.6 million for the year ended December 31, 1999. In the year ended
December 31, 2000, the Corporation sold real estate for $8.3 million,
compared to $0.2 million in the comparative period of 1999.
Costs and expenses for the year ended December 31, 2000 were $6.3 million,
compared to $1.4 million for the year ended December 31, 1999. The cost
of real estate sold and related selling costs increased to $3.6 million in
the year ended December 31, 2000 from $0.1 million in the comparative
period of 1999, primarily as a result of an increase in the sale of real
estate. Interest expense decreased to $0.2 million in the year ended
December 31, 2000 from $0.9 million in the same period of 1999, primarily
as a result of decreased indebtedness. General and administrative expenses
increased marginally in the year ended December 31, 2000, compared to the
year ended December 31, 1999.
The Corporation had net income of $1.7 million, or $0.09 per common share,
in the year ended December 31, 2000. In the year ended December 31, 1999,
the Corporation had net income of $4.8 million, or $0.42 per common share.
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 decreased to $0.6 million
from $1.6 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.
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 comparative
period of 1998, primarily as a result of a reduction in the sale of real
estate. Interest expense increased to $0.9 million in the year ended
December 31, 1999 from $0.4 million in the same period
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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 reported a gain on disposal of a former subsidiary, Ichor,
of $5.0 million in the year ended December 31, 1999, compared to a non-
cash accounting gain on disposal of subsidiaries of $1.4 million in 1998.
The Corporation had net income of $4.8 million, or $0.42 per common 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 common share.
Liquidity and Capital Resources
The Corporation had cash of $2.7 million at December 31, 2000, compared to
$2.1 million at December 31, 1999.
Net cash provided by operating activities was $3.5 million in the year
ended December 31, 2000, compared to cash used of $5.4 million in the year
ended December 31, 1999. Borrowings from a subsidiary of MFC provided
cash of $44,000 in the year ended December 31, 2000, compared to repayment
to a subsidiary of MFC using cash of $4.9 million in the comparative
period of 1999. An increase in accounts receivable used cash of $3.5
million in the year ended December 31, 2000, compared to a decrease
providing cash of $0.1 million in the same period of 1999. Net sales of
real estate held for development and sale provided cash of $2.9 million in
the year ended December 31, 2000, compared to $19,000 in the year ended
December 31, 1999.
Proceeds from the sale of investments provided cash of $3.6 million in the
year ended December 31, 2000, compared to providing cash of $5.0 million
in the comparative period of 1999. Purchases of investments used cash of
$4.1 million in the year ended December 31, 2000, compared to nil in the
comparative period of 1999.
Financing activities used cash of $2.4 million in the year ended December
31, 2000, compared to providing cash of $1.9 million in the year ended
December 31, 1999. Payment of debt used cash of $2.1 million in the year
ended December 31, 2000, compared to $0.1 million used in the comparative
period of 1999. The Corporation paid $0.3 million in dividends on its
preferred stock in the years ended December 31, 2000 and 1999,
respectively.
At December 31, 2000, overdue property taxes on the Corporation's
properties amounted to $0.1 million. Overdue property taxes accrue
interest at approximately 12% per annum. Under Washington State law, if
property taxes 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 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.
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The Corporation has no commitments for capital expenditures in relation to
its undeveloped real estate, although it is required 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Corporation 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 Corporation does not
enter into derivative contracts for its own account to hedge against these
risks.
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 of financial instrument assets and increase the fair
value of financial instrument liabilities. A decrease in interest rates may
increase the fair value of financial instrument assets and decrease the fair
value of financial instrument liabilities. The Corporation's financial
instruments which may be sensitive to interest rate fluctuations are
investments and debt obligations. The following tables provide information
about the Corporation's exposure to interest rate fluctuations for the
carrying amount of financial instruments that may be sensitive to such
fluctuations as at December 31, 2000 and 1999, respectively, and expected
cash flows from these instruments.
As at December 31, 2000
(in thousands)
Expected Future Cash Flow
Carrying Fair ---------------------------------------------
Value Value 2001 2002 2003 2004 2005 Thereafter
---------- ------- ---- ---- ---- ---- ---- ----------
Investments(1) $ 6,200 $ 6,200 $ 0 $ 0 $ 0 $ 0 $ 0 $ 6,200
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(1) Investments consist of equity securities.
As at December 31, 1999
(in thousands)
Expected Future Cash Flow
Carrying Fair ---------------------------------------------
Value Value 2000 2001 2002 2003 2004 Thereafter
---------- ------- ---- ---- ---- ---- ---- ----------
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 Corporation's notes and other
payables.
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Foreign Currency Exchange Rate Risk
The reporting currency of the Corporation is the U.S. dollar. The
Corporation holds certain financial instruments denominated in Canadian
dollars. A depreciation of the Canadian dollar against the U.S. dollar
will decrease the fair value of financial instrument assets. An
appreciation of the Canadian dollar against the U.S. dollar will increase
the fair value of financial instrument assets. The Corporation's financial
instruments which may be sensitive to foreign currency exchange rate
fluctuations are investments. The following tables provide information about
the Corporation'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, 2000 and 1999, respectively, and
expected cash flows from these instruments.
As at December 31, 2000
(in thousands)
Expected Future Cash Flow
Carrying Fair ---------------------------------------------
Value Value 2001 2002 2003 2004 2005 Thereafter
---------- -------- ---- ---- ---- ---- ---- ----------
Investments(1) $ 6,222 $ 6,222 $ 0 $ 0 $ 0 $ 0 $ 0 $ 6,222
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(1) Investments consist of equity securities, which are primarily
denominated in Canadian dollars.
As at December 31, 1999
(in thousands)
Expected Future Cash Flow
Carrying Fair ---------------------------------------------
Value Value 2000 2001 2002 2003 2004 Thereafter
---------- -------- ---- ---- ---- ---- ---- ----------
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 Corporation's financial instruments which may be sensitive to
fluctuations in equity prices are investments. The following tables
provide information about the Corporation's exposure to fluctuations in
equity prices for the carrying amount of financial instruments sensitive
to such fluctuations as at December 31, 2000 and 1999, respectively, and
expected cash flows from these instruments.
As at December 31, 2000
(in thousands)
Expected Future Cash Flow
Carrying Fair ---------------------------------------------
Value Value 2001 2002 2003 2004 2005 Thereafter
---------- -------- ---- ---- ---- ---- ---- ----------
Investments(1) $ 10,128 $ 10,128 $ 0 $ 0 $ 0 $ 0 $ 0 $ 10,128
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(1) Investments consist of equity securities.
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As at December 31, 1999
(in thousands)
Expected Future Cash Flow
Carrying Fair ---------------------------------------------
Value Value 2000 2001 2002 2003 2004 Thereafter
---------- -------- ---- ---- ---- ---- ---- ----------
Investments(1) $ 10,805 $ 10,805 $ 0 $ 0 $ 0 $ 0 $ 0 $ 10,805
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(1) Investments consist of equity securities.
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.
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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
----------------------------
To the Board of Directors and Shareholders
TriMaine Holdings, Inc. and Subsidiary
We have audited the accompanying consolidated balance sheets of TriMaine
Holdings, Inc. and Subsidiary as of December 31, 2000 and 1999, and the
related statements of operations, comprehensive income, changes in
shareholders' equity, and cash flows for the years ended December 31,
2000, 1999 and 1998. 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 auditing standards generally
accepted in the United States. 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
TriMaine Holdings, Inc. and Subsidiary as of December 31, 2000 and 1999,
and the results of their operations and their cash flows for the years
ended December 31, 2000, 1999 and 1998, in conformity with accounting
principles generally accepted in the United States.
/s/ Peterson Sullivan P.L.L.C.
February 20, 2001
Seattle, Washington
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TRIMAINE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 2000 and 1999
(In Thousands of Dollars)
ASSETS 2000 1999
-------- --------
Current Assets
Cash $ 2,721 $ 2,072
Account receivable 3,481 -
Receivables from affiliates 445 489
Real estate held for development and sale 896 3,766
Deferred income tax asset - 601
Other assets - 110
-------- --------
Total current assets 7,543 7,038
Investments 10,128 10,805
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$ 17,671 $ 17,843
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 100 $ 479
Accrued liabilities 123 414
Deferred income tax liability 225 -
Debt - 2,065
-------- --------
Total current liabilities 448 2,958
Shareholders' Equity
Preferred stock, Series B, $.01 par value,
100,000 shares authorized, 60,000
issued and outstanding
at December 31, 2000 and 1999 1 1
Common stock, $.01 par value,
100,000,000 shares authorized,
15,837,808 issued and outstanding
at December 31, 2000 and 1999 158 158
Additional paid-in capital 16,468 16,468
Retained earnings (deficit) 734 (708)
Accumulated other comprehensive loss (138) (1,034)
-------- --------
17,223 14,885
-------- --------
$ 17,671 $ 17,843
======== ========
The accompanying notes are an integral part of these financial statements.
16
17
TRIMAINE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2000, 1999 and 1998
(In Thousands of Dollars, Except Earnings Per Share)
2000 1999 1998
-------- -------- --------
Revenue
Sales of real estate $ 8,329 $ 225 $ 1,016
Other 575 361 625
-------- -------- --------
8,904 586 1,641
Costs and expenses
Cost of real estate sold and
related selling costs 3,631 95 939
Loss on sale of investments 1,991 - -
General and administrative 476 409 1,152
Interest 167 861 360
-------- -------- --------
6,265 1,365 2,451
-------- -------- --------
2,639 (779) (810)
Other income, gain on disposals
of former subsidiaries
(from related party $4,565 in
1999 and $982 in 1998) - 5,040 1,419
-------- -------- --------
Income before income tax
(provision) benefit and
minority interest 2,639 4,261 609
Deferred income tax
(provision) benefit (897) 561 -
-------- -------- --------
Income before minority interest 1,742 4,822 609
Minority interest - - (143)
-------- -------- --------
Net income $ 1,742 $ 4,822 $ 466
======== ======== ========
Basic earnings per
common share $ .09 $ .42 $ .02
======== ======== ========
The accompanying notes are an integral part of these financial statements.
17
18
TRIMAINE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2000, 1999 and 1998
(In Thousands of Dollars)
2000 1999 1998
-------- -------- --------
Net income $ 1,742 $ 4,822 $ 466
Other comprehensive income
(loss), net of tax
Unrealized holding gains
(losses) on securities
arising during the period 896 (187) (853)
-------- -------- --------
Comprehensive income (loss) $ 2,638 $ 4,635 $ (387)
======== ======== ========
The accompanying notes are an integral part of these financial statements.
18
19
TRIMAINE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 2000, 1999 and 1998
(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 at
December 31,
1997 10,837,808 $ 108 60,000 $ 1 $ 14,673 $ (5,396) $ 6 $ 9,392
Current year
change in other
comprehensive
income (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 year
change in other
comprehensive
income (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
Current year
change in other
comprehensive
income (loss) - - - - - - 896 896
Net income
for the year - - - - - 1,742 - 1,742
Dividend - - - - - (300) - (300)
---------- ------- -------- -------- --------- -------- -------------- --------
Balance at
December 31,
2000 15,837,808 $ 158 60,000 $ 1 $ 16,468 $ 734 $ (138) $ 17,223
========== ======= ======== ======== ========= ======== ============== ========
The accompanying notes are an integral part of these financial statements.
19
20
TRIMAINE HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2000, 1999 and 1998
(In Thousands of Dollars)
2000 1999 1998
-------- -------- --------
Cash Flows from
Operating Activities
Net income $ 1,742 $ 4,822 $ 466
Adjustments to reconcile
net income to net cash
flows from operating
activities
Gain on disposal of
former subsidiaries
(from related party
$4,565 in 1999 and
$982 in 1998) - (5,040) (1,419)
Loss on sale of
investments 1,991 - -
Change in operating
assets and liabilities
Cash held in escrow - - 145
Real estate held for
development and sale 2,870 19 759
Deferred income tax asset 601 (601) -
Accounts receivable (3,481) 103 613
Accounts payable and
accrued liabilities (670) 156 (524)
Amount due to affiliates 44 (4,900) 4,434
Deferred income tax
liability 297 - -
Other 110 8 (6)
-------- -------- --------
Net cash flows from
operating activities 3,504 (5,433) 4,468
Cash Flows from Investing Activities
Proceeds from sale of
investments 3,648 5,040 -
Purchases of investments (4,138) - (4,880)
Increase in note receivable - - (1,400)
-------- -------- --------
Net cash flows from
investing activities (490) 5,040 (6,280)
Cash Flows from Financing Activities
Proceeds from debt - 400 465
Payment of debt (2,065) (75) (440)
Proceeds from common stock
issuance - 1,845 -
Proceeds from preferred stock
issuance by a subsidiary - - 2,230
Dividend (300) (300) (300)
-------- -------- --------
Net cash flows from
financing activities (2,365) 1,870 1,955
-------- -------- --------
Net increase in cash 649 1,477 143
Cash, beginning of year 2,072 595 452
-------- -------- --------
Cash, end of year $ 2,721 $ 2,072 $ 595
======== ======== ========
The accompanying notes are an integral part of these financial statements.
20
21
TRIMAINE HOLDINGS, INC. 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
- --------------------
TriMaine Holdings, Inc. ("the Company"; name changed on March 23, 2000,
from Logan International Corp.) is in the financial services industry
which currently includes investments in real estate. The Company is a
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.
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.
Management periodically reviews the financial status of the issuers of
nonmarketable securities. If, based on this review, management determines
that future estimated undiscounted cash flows from these investments is
less than carrying value, a loss will be recorded.
Real Estate Held for Development and Sale
- -----------------------------------------
Real estate held for development and sale is stated at cost unless the
estimated future undiscounted cash flows expected to result from
disposition is less than carrying value, in which case a loss is
recognized based on the fair value of similar real estate in the same
geographic region. No such losses have been recorded in these
consolidated financial statements. The Company's real estate is to be
disposed of in the near-term and is, therefore, classified as a current
asset.
21
22
Note 1. (Continued)
The Company sold certain real estate in 2000 which resulted in the account
receivable of $3,481 all of which was due from another company. This
receivable was collected in January 2001.
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 2000, 1999 and 1998.
The weighted average number of shares outstanding was 15,837,808,
10,892,603 and 10,837,808 for the years ended December 31, 2000, 1999 and
1998, respectively. The income 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, 2000, 1999 and
1998.
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.
New Accounting Standards
- ------------------------
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
(as amended by Financial Accounting Standard No. 138). Because the
Company does not engage in any derivatives or hedging activities, there
should be no impact on its consolidated financial statements.
Statement of Financial Accounting Standard No. 140 is generally effective
on a prospective basis for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. Management
has not determined the effect this standard may have on future financial
statements.
Note 2. Disposition of Subsidiaries
Effective December 31, 1998, the Company transferred all of the common
shares it owned in Ichor Corporation ("Ichor"), a former subsidiary, to a
wholly-owned subsidiary of MFC. The MFC subsidiary assumed Ichor's debt
which the Company had originally agreed to pay resulting in a noncash
accounting gain of $982. As part of this transaction, the Company was to
receive 94% of the net proceeds from any sales of the shares. The shares
were transferred to the MFC subsidiary because the subsidiary was involved
in marketing activities of similar securities. During 1999, the Company
received $5,040 from the sales of these shares of which $4,565 was from
affiliates.
Prior to the transfer and sale of Ichor, in 1998, an Ichor subsidiary was
sold at a noncash accounting gain of $437. The gain resulted from the
assumption of the subsidiary's liabilities by the third party purchaser.
23
24
Note 3. Investments
The Company has investments in available-for-sale securities which have
been classified as long-term at December 31, 2000, 1999 and 1998. These
securities may be summarized as follows:
2000 1999 1998
-------- -------- --------
Fair value of securities at
December 31 (of which $3,906,
$4,438 and $4,563 represent
500,000 shares of MFC common
stock for 2000, 1999 and 1998,
respectively) $ 3,928 $ 4,605 $ 4,792
Cost of securities at December 31
(of which $4,015, $4,830 and
$4,830 represents 500,000 shares
of MFC common stock for 2000,
1999 and 1998, respectively) 4,138 5,639 5,639
-------- -------- --------
Unrealized loss at December 31 $ (210) $ (1,034) $ (847)
======== ======== ========
Included in long-term investments are 82,200 MFC Class A Preferred Shares,
Series 1, carried at the original cost of $6,200. No trading market
exists for these shares. Based on management's review of the financial
status of MFC, fair value is determined to be equal to cost. Each
preferred share is convertible into 16.66 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 $281, $274 and $290 in dividends in 2000, 1999 and 1998,
respectively, on these shares.
Note 4. Debt
2000 1999
-------- --------
Nonrecourse notes payable
collateralized by real estate:
Interest at 15%; due June 30, 2000 $ - $ 1,035
Interest at 15%; due June 30, 2000 - 850
Interest at 12%; due June 30, 2000 - 170
Other - 10
-------- --------
$ - $ 2,065
======== ========
Cash paid for interest during the years ended December 31, 2000, 1999 and
1998, was $175, $867 and $528, respectively.
24
25
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, 2000). 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.
Note 6. Income Tax
The reconciliation of income tax computed at the U.S. federal statutory
rate to the Company's effective tax for years ended December 31 is as
follows:
2000 1999 1998
-------- -------- --------
Tax at U.S. statutory rate $ (897) $ (1,449) $ (158)
Minority interest - - (49)
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)
Other - 93 (61)
-------- -------- --------
Deferred income tax
(provision) benefit $ (897) $ 561 $ -
======== ======== ========
25
26
Note 6. (Continued)
The significant components of the Company's deferred tax asset and
liability are as follows:
2000 1999
-------- --------
Available net operating
loss carryforwards $ 156 $ 163
Comprehensive loss 72 -
Tax basis in real estate acquired
in excess of carrying value 174 438
-------- --------
402 601
Deferral of gain on sale of real
estate (627) -
-------- --------
Net deferred tax (liability) asset $ (225) $ 601
======== ========
The Company's net operating loss carryforwards of $459 will expire in the
years ending December 31, 2010, 2011 and 2018 at $147, $97, and $215,
respectively.
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. Any income tax benefits resulting from the determination of
comprehensive income in years prior to 2000 were fully reserved.
Note 7. Transactions With Affiliates
MFC charged the Company a management fee of $150, $300 and none during
2000, 1999 and 1998, respectively.
The Company has receivables from affiliates of $445 and $489 at December
31, 2000 and 1999, respectively. Management estimates that the fair value
of the receivables approximates carrying value based on similar
transactions in the market.
The Company had a deposit with a banking subsidiary of MFC $2,294 and
$1,387 as of December 31, 2000 and 1999.
MFC earned a fee of $167 during 2000 for the sale of real estate. As of
December 31, 2000, $76 of this amount is still payable.
26
27
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 29, 2001 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 29, 2001
Michael J. Smith
President, Chief Financial
Officer and Director
/s/ Roy Zanatta
- ---------------------------- Date: March 29, 2001
Roy Zanatta
Director
/s/ W.H. Lee
- ---------------------------- Date: March 29, 2001
W.H. Lee
Director
27
28
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.
-------------------------
(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.