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 SEPTEMBER 30, 2001 OR [ ] 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) (35 31) 679-1688 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: Class Outstanding at November 8, 2001 ----- ----------------------------------- Common Stock, $0.01 15,359,397 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 NINE MONTHS ENDED SEPTEMBER 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 SEPTEMBER 30, 2000 (UNAUDITED) NOTE 1. BASIS OF PRESENTATION The interim period consolidated financial statements contained herein have been prepared by the Registrant pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These interim period statements should be read together with the audited consolidated financial statements and accompanying notes included in the Registrant's latest annual report on Form 10-K for the year ended December 31, 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 by dividing income or loss available to common shareholders by the weighted average number of shares outstanding during the period. The weighted average number of shares outstanding was 15,718,615 and 15,837,808 for the nine month periods ended September 30, 2001 and 2000, respectively. 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 nine and three month periods ended September 30, 2001 should be read in conjunction with the consolidated financial statements and related notes included elsewhere herein. RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2001 Revenues decreased to $0.4 million for the nine months ended September 30, 2001 from $3.0 million for the comparable period of 2000. In 2000, the Corporation sold a 29.34 acre parcel of land in Gig Harbor, Washington for gross proceeds of approximately $4.5 million, which was partially offset by a $2.0 million loss on sale of investments. Costs and expenses for the nine months ended September 30, 2001 were $0.9 million compared to $2.5 million in the same period in 2000. The costs and expenses in 2000 were incurred primarily in connection with the sale of real property. Income tax benefits for the nine months ended September 30, 2001 were $67,000 as a result of the utilization of a deferred tax benefit, compared to income tax expenses of $0.2 million in the same period in 2000. Net loss for the nine months ended September 30, 2001 was $0.4 million, or $0.04 per common share, compared to net earnings of $0.3 million, or $0.00 per common share, for the nine months ended September 30, 2000. RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2001 Revenues increased to $49,000 for the three months ended September 30, 2001 from $(1.9 million) for the comparable period of 2000, primarily as a result of the loss on sale of investments in 2000. Costs and expenses increased to $0.3 million in the three months ended September 30, 2001, compared $0.1 million the three months ended September 30, 2000, primarily as a result of an increase in general and administrative expenses. Net loss for the three months ended September 30, 2001 was $28,000, or $0.01 per common share, compared to net loss of $1.4 million, or $0.09 per common share, for the three months ended September 30, 2000. LIQUIDITY AND CAPITAL RESOURCES The Corporation had cash and cash equivalents of $4.4 million at September 30, 2001, compared to $2.7 million at December 31, 2000. Operating activities provided cash of $3.2 million in the nine months ended September 30, 2001, compared to $4.2 million in the nine months ended September 30, 2000. Receivables from affiliates provided cash of $0.4 million in the nine months ended September 30, 2001, compared to $44,000 during the comparable period in 2000. Accounts receivable provided cash of $3.4 million in the nine months ended September 30, 2001, compared to $nil in the comparable period in 2000. Real estate held for development and sale used cash of $0.1 million in the nine months ended September 30, 2001, compared to providing cash of $1.6 million in the comparable period of 2000. Investing activities in the nine months ended September 30, 2001 used cash of $1.1 million, compared to $0.5 million in the same period in 2000, primarily as a result of an increase in a note receivable. Financing activities used cash of $0.4 million in the nine months ended September 30, 2001, compared to $2.6 million used in the nine months ended September 30, 2000, primarily as a result of a decrease in the payment of debts. The Corporation paid $0.3 million in dividends on its preferred stock in the nine months ended September 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 Reference is made to the Corporation's annual report on Form 10-K for the fiscal year ended December 31, 2000 and the Corporation's quarterly report on Form 10-Q for the six months ended June 30, 2001 for information concerning market risk. The Corporation believes that there were no material changes in market risk since June 30, 2001. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Corporation held its annual meeting of shareholders on July 11, 2001. At the meeting, Roy Zanatta was elected as a Class III director of the Corporation for a term expiring at the annual meeting of shareholders in 2004 and Woon Hyung Lee was appointed as a Class II director of the Corporation for a term expiring at the annual meeting of shareholders in 2003. The voting results for the election of directors were as follows:

Mr. Lee resigned as a director of the Corporation effective October 5, 2001 and Young Soo Ko was appointed as a Class II director in his place on that same date. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 12, 2001 TRIMAINE HOLDINGS, INC. By: /s/ Michael J. Smith ----------------------- Michael J. Smith, President, Chief Financial Officer and Director

TRIMAINE HOLDINGS INC 10-Q