10-Q 1 doc1.txt 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, 2001 [ ] 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.) 17 DAME STREET DUBLIN 2, IRELAND (Address of principal executive offices) (3531) 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 ----- ----- 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 8, 2001 ----- --------------------------------- Common Stock, $0.01 15,487,122 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, 2001 (UNAUDITED) TRIMAINE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (DOLLARS IN THOUSANDS)

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)

The accompanying notes are an integral part of these financial statements. TRIMAINE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (DOLLARS IN THOUSANDS)

The accompanying notes are an integral part of these financial statements. TRIMAINE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (DOLLARS IN THOUSANDS)

The accompanying notes are an integral part of these financial statements. TRIMAINE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)

The accompanying notes are an integral part of these financial statements. TRIMAINE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (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, 2000. 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 was 15,824,963 and 15,837,808 for the six months ended June 30, 2001 and 2000, respectively, and 15,812,259 and 15,837,808 for the three months ended June 30, 2001 and 2000, respectively. 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 and three months ended June 30, 2001 should be read in conjunction with the consolidated financial statements and related notes included elsewhere herein. RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2001 Revenues were $0.4 million for the six months ended June 30, 2001, compared to $4.9 million for the six months ended June 30, 2000. The Corporation recognized revenue of $4.5 million from the sale of real estate in the six months ended June 30, 2000. Costs and expenses for the six months ended June 30, 2001 were $0.6 million, compared to $2.4 million in the comparative period of 2000. Interest expense decreased to $7,000 in the six months ended June 30, 2001 from $0.2 million in the same period of 2000, primarily as a result of decreased indebtedness in the current period. General and administrative expenses were $0.6 million in the six months ended June 30, 2001, compared to $0.3 million in the same period of 2000. The Corporation reported a net loss of $0.4 million, or $0.04 per share, in the six months ended June 30, 2001, compared to net income of $1.7 million, or $0.10 per share, in the six months ended June 30, 2000. RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2001 Revenues were $70,000 for the three months ended June 30, 2001, compared to $4.6 million for the three months ended June 30, 2000. The Corporation recognized revenue of $4.5 million from the sale of real estate in the three months ended June 30, 2000. Costs and expenses for the three months ended June 30, 2001 were $0.5 million, compared to $2.2 million in the comparative period of 2000. Interest expense decreased to $2,000 in the three months ended June 30, 2001 from $81,000 in the same period of 2000, primarily as a result of decreased indebtedness in the current period. General and administrative expenses were $0.5 million in the three months ended June 30, 2001, compared to $0.2 million in the same period of 2000. The Corporation reported a net loss of $0.5 million, or $0.04 per share, in the three months ended June 30, 2001, compared to net income of $1.5 million, or $0.09 per share, in the three months ended June 30, 2000. LIQUIDITY AND CAPITAL RESOURCES The Corporation had cash and cash equivalents of $4.8 million at June 30, 2001, compared to $2.7 million at December 31, 2000. Operating activities provided cash of $3.5 million in the six months ended June 30, 2001, compared to $2.4 million in the six months ended June 30, 2000. A decrease in accounts receivable provided cash of $3.4 million in the six months ended June 30, 2001, compared to an increase in accounts receivable using cash of $1.9 million in the same period of 2000. A decrease in a receivable from affiliates provided cash of $0.4 million in the six months ended June 30, 2001, compared to $44,000 in the same period of 2000. Investing activities, comprising of an increase in a note receivable, used cash of $1.1 million in the six months ended June 30, 2001. Financing activities used cash of $0.3 million in the six months ended June 30, 2001, compared to $2.6 million in the six months ended June 30, 2000. The Corporation paid $0.3 million in dividends on its preferred stock in the six months ended June 30, 2001 and 2000, 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 The Corporation is exposed to market risks from changes in 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. FOREIGN CURRENCY EXCHANGE RATE RISK The following table provides 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 June 30, 2001, and expected cash flows from these instruments.

_____________ (1) Investments consist of equity securities, which are primarily denominated in Canadian dollars. EQUITY PRICE RISK The following table provides information about the Corporation's exposure to fluctuations in equity prices for the carrying amount of financial instruments sensitive to such fluctuations as at June 30, 2001, and expected cash flows from these instruments.

_____________ (1) Investments consist of equity securities. Reference is made to the Corporation's annual report on Form 10-K for the fiscal year ended December 31, 2000 for additional 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, 2000 for information concerning legal proceedings. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS None. (b) REPORTS ON FORM 8-K None. 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, 2001 TRIMAINE HOLDINGS, INC. By: /s/ Michael J. Smith -------------------------------------- Michael J. Smith, President, Chief Financial Officer and Director

TRIMAINE HOLDINGS INC 10-Q