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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 March 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.)
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
(Address of principal executive offices)
(41 22) 818-2999
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
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Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
Class Outstanding at May 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
---------------------
ITEM 1. FINANCIAL STATEMENTS
TRIMAINE HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
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TRIMAINE HOLDINGS, INC.
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,971 $ 2,072
Receivable from affiliates 445 489
Real estate held for development
and sale 3,779 3,766
Deferred tax asset 601 601
Other assets 16 110
------------- --------------
Total current assets 6,812 7,038
Investments 10,040 10,805
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$ 16,852 $ 17,843
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable $ 435 $ 479
Accrued liabilities 139 139
Debt 2,346 2,340
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Total current liabilities 2,920 2,958
Shareholders' Equity
Preferred stock 1 1
Common stock 158 158
Additional paid-in capital 16,468 16,468
Retained deficit (901) (708)
Accumulated other comprehensive loss (1,794) (1,034)
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Total equity 13,932 14,885
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$ 16,852 $ 17,843
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</TABLE>
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)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Revenues
Dividend income $ 281 $ 274
Loss on sale of investment (5) -
Other 50 6
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326 280
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Costs and expenses
General and administrative 134 90
Real estate taxes 5 5
Interest 80 66
-------------- --------------
219 161
-------------- --------------
Net income 107 119
Deficit, beginning of period (708) (5,230)
Dividends paid on preferred shares (300) (300)
-------------- --------------
Deficit, end of period $ (901) $ (5,411)
============== ==============
Basic and diluted earnings per share $ 0.00 $ 0.00
============== ==============
</TABLE>
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)
<TABLE>
For the Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Net Income $ 107 $ 119
Other comprehensive loss
Unrealized loss on securities (760) (1,142)
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Total comprehensive loss $ (653) $ (1,023)
=============== =============
</TABLE>
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)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income from operations $ 107 $ 119
Adjustments to reconcile net income
to net cash provided by operating
activities
Loss on sale of investment 5 -
Amortization 17 8
Change in current assets and
liabilities
Real estate held for development
and sale (13) (16)
Prepaid and other assets 77 61
Receivable from affiliates 44 160
Payables (44) -
Other 6 14
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Net cash provided by operating
activities 199 346
Cash Flows from Investing Activities - -
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Net cash provided by investing
activities - -
Cash Flows from Financing Activities:
Dividend (300) (300)
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Net cash used in financing activities (300) (300)
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Increase (decrease) in cash and cash
equivalents (101) 46
Cash and cash equivalents, beginning
of period 2,072 595
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Cash and cash equivalents, end of period $ 1,971 $ 641
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</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
TRIMAINE HOLDINGS, INC.
Notes to Consolidated Financial Statements
March 31, 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 U.S. Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. These
interim period statements should be read together with the audited
consolidated financial statements and accompanying notes included in the
Registrant's latest annual report on Form 10-K for the year ended December
31, 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 on the weighted average number
of shares outstanding during the period. The weighted average number of
shares outstanding were 15,837,808 and 10,837,808 for the three months
ended March 31, 2000 and 1999, respectively.
<PAGE> 8
PART I. FINANCIAL INFORMATION
---------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and
financial condition of TriMaine Holdings, Inc. (the "Corporation") for the
three months ended March 31, 2000 should be read in conjunction with the
consolidated financial statements and related notes included elsewhere
herein.
Results of Operations - Three Months Ended March 31, 2000
Revenues were $0.3 million for the three months ended March 31, 2000 and
1999, respectively, primarily as a result of dividends received on shares
held by the Corporation.
Costs and expenses for the three months ended March 31, 2000 and 1999,
respectively, were $0.2 million. Interest expense increased to $80,000 in
the three months ended March 31, 2000 from $66,000 in the same period of
1999, primarily as a result of increased indebtedness in the current
period.
Net income in the three months ended March 31, 2000 and 1999,
respectively, was $0.1 million, or $0.00 per share.
Liquidity and Capital Resources
The Corporation had cash and cash equivalents of $2.0 million at March 31,
2000 and December 31, 1999, respectively.
Continuing operating activities provided cash of $0.2 million in the three
months ended March 31, 2000, compared to $0.3 million in the three months
ended March 31, 1999. A decrease in receivables from affiliates provided
cash of $44,000 in the three months ended March 31, 2000, compared to $0.2
million in the same period of 1999. A decrease in payables in the three
months ended March 31, 2000 used cash of $44,000.
Financing activities used cash of $0.3 million in the three months ended
March 31, 2000 and 1999, respectively. The Corporation paid $0.3 million
in dividends on its preferred stock in the three months ended March 31,
2000 and 1999, respectively.
At March 31, 2000, 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 March 31, 2000, 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
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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 Corporation has not experienced any difficulties associated with the
changeover to the year 2000. While management of the Corporation believes
that it took adequate steps to address the year 2000 issue, and the
Corporation 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 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.
<PAGE> 10
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 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
- ------- -----------
27 Article 5 - Financial Data Schedule for the 1st 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 March 23, 2000:
Item 5. Other Events.
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 10, 2000
TRIMAINE HOLDINGS, INC.
By: /s/ Michael J. Smith
--------------------
Michael J. Smith, President, Chief
Financial Officer and Director
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
27 Article 5 - Financial Data Schedule for the 1st Quarter
2000 Form 10-Q.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
consolidated financial statements and notes included in this Form 10-Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,971
<SECURITIES> 0
<RECEIVABLES> 445
<ALLOWANCES> 0
<INVENTORY> 3,779
<CURRENT-ASSETS> 6,812
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,852
<CURRENT-LIABILITIES> 2,920
<BONDS> 0
0
1
<COMMON> 158
<OTHER-SE> 13,773
<TOTAL-LIABILITY-AND-EQUITY> 16,852
<SALES> 0
<TOTAL-REVENUES> 326
<CGS> 0
<TOTAL-COSTS> 219
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 80
<INCOME-PRETAX> 107
<INCOME-TAX> 0
<INCOME-CONTINUING> 107
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 107
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
