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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 JUNE 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER: 000-26354
TRIMAINE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-1636980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FLOOR 21, MILLENNIUM TOWER, HANDELSKAI 94-96, A-1200, VIENNA, AUSTRIA
(Address of principal executive offices)
(431) 240-25300
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
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 August 13, 2002
----- ------------------------------
Common Stock, $0.01 15,293,697
par value
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not based on historical
events, constitute forward-looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs and expenditures, the evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or other
business plans. Investors are cautioned that forward-looking statements are
subject to an inherent risk that actual results may vary materially from those
described herein. Factors that may result in such variance, in addition to
those accompanying the forward-looking statements, include changes in interest
rates, prices and other economic conditions; actions by competitors; natural
phenomena; actions by government and regulatory authorities; uncertainties
associated with legal proceedings; technological development; future decisions
by management in response to changing conditions; and misjudgments in the course
of preparing forward-looking statements.
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
TRIMAINE HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)
TRIMAINE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
JUNE 30, 2002 DECEMBER 31, 2001
------------- -----------------
ASSETS
Current Assets
Cash and cash equivalents $ 4,440 $ 5,919
Accounts receivable 905 -
Real estate held for development
and sale 1,223 1,149
Other 437 163
----------- -----------
Total current assets 7,005 7,231
Securities 16,187 21,516
----------- -----------
$ 23,192 $ 28,747
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 90 $ 173
Accrued liabilities 159 166
Advance from affiliates 1,591 1,591
----------- ------------
Total current liabilities 1,840 1,930
Deferred income tax liability 1,798 3,551
----------- ------------
3,638 5,481
Shareholders' Equity
Preferred stock 1 1
Common stock 153 153
Additional paid-in capital 16,348 16,358
Deficit (868) (683)
Accumulated other comprehensive income 3,920 7,437
----------- ------------
Total equity 19,554 23,266
----------- ------------
$ 23,192 $ 28,747
=========== ============
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 2002 JUNE 30, 2001
------------- -------------
Revenues
Dividend and other $ 281 $ 374
------------- -------------
281 374
------------- -------------
Costs and expenses
General and administrative expenses 103 610
Interest 4 7
------------- -------------
107 617
------------- -------------
Income (loss) before income tax 174 (243)
Income tax expenses 59 162
------------- -------------
Net income (loss) 115 (405)
Retained earnings (deficit),
beginning of period (683) 734
Dividends paid on preferred shares (300) (300)
------------- -------------
Retained earnings (deficit),
end of period $ (868) $ 29
============= =============
Basic and diluted loss per share $ (0.00) $ (0.04)
============= =============
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 2002 JUNE 30, 2001
------------- -------------
Revenues
Dividend and other $ 30 $ 70
------------- -------------
30 70
------------- -------------
Costs and expenses
General and administrative expenses 42 493
Interest 1 2
------------- -------------
43 495
------------- -------------
Loss before income tax (13) (425)
Income tax expenses (benefits) (38) 100
------------- -------------
Net income (loss) 25 (525)
Retained earnings (deficit),
beginning of period (893) 554
------------- -------------
Retained earnings (deficit),
end of period $ (868) $ 29
============= =============
Basic and diluted loss per share $ (0.00) $ (0.04)
============= =============
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS)
FOR THE SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 2002 JUNE 30, 2001
------------- -------------
Net Income (loss) $ 115 $ (405)
Other comprehensive gain (loss):
Unrealized gain (loss) on securities,
net of taxes (3,517) 3,473
------------- -------------
Total comprehensive income (loss) $ (3,402) $ 3,068
============= =============
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 2002 JUNE 30, 2001
------------- -------------
Net income (loss) $ 25 $ (525)
Other comprehensive gain (loss):
Unrealized gain (loss) on securities,
net of taxes (2,098) 3,558
------------- -------------
Total comprehensive income (loss) $ (2,073) $ 3,033
============= ============
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
FOR THE SIX FOR THE SIX
MONTHS ENDED MONTHS ENDED
JUNE 30, 2002 JUNE 30, 2001
------------- -------------
Cash Flows from Operating Activities
Net income (loss) from operation $ 115 $ (405)
Adjustments to reconcile net income (loss) to
net cash provided by (used in)
operating activities: - -
Changes in current assets and liabilities:
Accounts receivable (905) 3,443
Real estate held for development and sale (74) (116)
Receivable from affiliates - 424
Accounts payable and accrued liabilities (90) 33
Income tax liabilities - 633
Deferred income tax liabilities 59 (471)
Other (274) (13)
------------- -------------
Net cash provided by (used in)
operating activities (1,169) 3,528
Cash Flows from Investing Activities
Increase in note receivable - (1,111)
------------- -------------
Net cash used in investing activities - (1,111)
Cash Flows from Financing Activities
Repurchases of common shares (10) (14)
Dividend (300) (300)
------------- -------------
Net cash used in financing activities (310) (314)
------------- -------------
Change in cash and cash equivalents (1,479) 2,103
Cash and cash equivalents,
beginning of period 5,919 2,721
------------- -------------
Cash and cash equivalents, end of period $ 4,440 $ 4,824
============= =============
The accompanying notes are an integral part of these financial statements.
TRIMAINE HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
Note 1. Basis of Presentation
The interim period consolidated financial statements contained herein have been
prepared by the Registrant pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such rules and regulations. These interim period statements
should be read together with the audited consolidated financial statements and
accompanying notes included in the Registrant's latest annual report on Form
10-K for the year ended December 31, 2001. In the opinion of the Registrant,
the unaudited consolidated financial statements contained herein contain all
adjustments necessary in order to present a fair statement of the results for
the interim periods presented.
Note 2. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed on the weighted average number of
shares outstanding during the period. The weighted average number of shares
outstanding were 15,312,388 for the six months ended June 30, 2002 and
15,824,963 for the six months ended June 30, 2001.
PART I. FINANCIAL INFORMATION
---------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations and financial
condition of TriMaine Holdings, Inc. (the "Corporation") for the six months
ended June 30, 2002 should be read in conjunction with the consolidated
financial statements and related notes included elsewhere herein.
Results of Operations - Six Months Ended June 30, 2002
Revenues were $0.3 million for the six months ended June 30, 2002 and $0.4
million for the six months ended June 30, 2001, consisting primarily of
dividends received on shares held by the Corporation, investment and interest
income.
Costs and expenses for the six months ended June 30, 2002 were $0.1 million,
compared to $0.6 million in the comparative period of 2001. Interest expense
decreased to $4,000 in the six months ended June 30, 2002 from $7,000 in the
same period of 2001, primarily as a result of decreased indebtedness in the
current period.
Net income was $0.1 million in the six months ended June 30, 2002 compared to a
net loss of $0.4 million in the comparative period of 2001.
Results of Operations - Three Months Ended June 30, 2002
Revenues were $30,000 for the three months ended June 30, 2002 and $70,000 for
the three months ended June 30, 2001, consisting primarily of investment and
interest income.
Costs and expenses for the three months ended June 30, 2002 were $43,000,
compared to $0.5 million in the comparative period of 2001. Interest expense
decreased to $1,000 in the three months ended June 30, 2002 from $2,000 in the
same period of 2001, primarily as a result of decreased indebtedness in the
current period.
Net income was $25,000 in the three months ended June 30, 2002 compared to a net
loss of $0.5 million in the comparative period of 2001.
Liquidity and Capital Resources
The Corporation had cash of $4.4 million at June 30, 2002 compared to $5.9
million at December 31, 2001.
Operating activities used cash of $1.2 million in the six months ended June 30,
2002, compared to providing cash of $3.5 million in the six months ended June
30, 2001. There was an increase in accounts receivable which used cash of $0.9
million in the six months ended June 30, 2002, compared to a decrease in
accounts receivable providing cash of $3.4 million in the six months
ended June 30, 2001. There were no receivables from affiliates activity in the
six months ended June 30, 2002, compared to a decrease of the same providing
cash of $0.4 million in the same period of 2001.
Investing activities used no cash in the six months ended June 30, 2002,
compared to $1.1 million used in the six months ended June 30, 2001, primarily
as a result of an increase in a note receivable.
Financing activities used cash of $0.3 million in the six months ended June 30,
2002 and 2001, respectively, primarily as a result of the payment of dividends
on its preferred stock.
The Corporation has no commitments for capital expenditures in relation to its
undeveloped real estate, although it may need to provide funds for
pre-development work on certain parcels in order to enhance their marketability
and sale value.
The Corporation believes that its assets should enable the Corporation to meet
its current ongoing liquidity requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to the Corporation's annual report on Form 10-K for the fiscal
year ended December 31, 2001 for information concerning market risk.
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Corporation's annual report on Form 10-K for the fiscal
year ended December 31, 2001 for information concerning legal proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
99 - Certification of Periodic Report
(b) REPORTS ON FORM 8-K
Form 8-K dated July 25, 2002
Item 5. Other Events
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: August 13, 2002
TRIMAINE HOLDINGS, INC.
By: /s/ Michael J. Smith
--------------------------------------
Michael J. Smith, President, Chief
Financial Officer and Director