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, 2003 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.) FLOOR 21, MILLENNIUM TOWER, HANDELSKAI 94-96, A-1200, VIENNA, AUSTRIA (Address of office) (43) 1 240 25 102 (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 by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ----- ----- 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 14, 2003 ----- ----------------------------------- Common Stock, $0.01 15,221,397 par value ============================================================================== PART I. FINANCIAL INFORMATION ---------------------- ITEM 1. FINANCIAL STATEMENTS TRIMAINE HOLDINGS, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 (UNAUDITED) 2 TRIMAINE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (DOLLARS IN THOUSANDS)

The accompanying notes are an integral part of these financial statements. 3 TRIMAINE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The accompanying notes are an integral part of these financial statements. 4 TRIMAINE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The accompanying notes are an integral part of these financial statements. 5 TRIMAINE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (DOLLARS IN THOUSANDS)

The accompanying notes are an integral part of these financial statements. 6 TRIMAINE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (DOLLARS IN THOUSANDS)

The accompanying notes are an integral part of these financial statements. 7 TRIMAINE HOLDINGS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)

The accompanying notes are an integral part of these financial statements. 8 TRIMAINE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2003 (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, 2002. 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. The results for the periods presented herein may not be indicative of the results for the entire year. NOTE 2. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding in the period. The weighted average number of shares outstanding was 15,228,340 and 15,303,435 for the nine month periods ended September 30, 2003 and 2002, respectively, and 15,221,397 and 15,285,822 for the three month periods ended September 30, 2003 and 2002, respectively. There were no potentially dilutive securities outstanding during the nine months and three months ended September 30, 2003 and 2002, respectively. 9 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 months and three months ended September 30, 2003 should be read in conjunction with the consolidated financial statements and related notes included in this quarterly report, as well as the most recent annual report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission ("SEC"). RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2003 Revenues were $14,000 for the nine months ended September 30, 2003, compared to $356,000 for the nine months ended September 30, 2002, and consisted primarily of income earned on investments. Costs and expenses were $0.2 million for both the nine months ended September 30, 2003, and 2002, respectively and consisted primarily of general and administrative expenses. Interest expense decreased marginally in the nine months ended September 30, 2003 from the same period of 2002. The Corporation had a net loss of $0.1 million in the nine months ended September 30, 2003, compared to net income of $0.1 million in the same period of 2002. RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2003 Revenues were $8,000 for the three months ended September 30, 2003, compared to $75,000 for the three months ended September 30, 2002, and consisted primarily of income earned on investments. Costs and expenses were $21,000 for the three months ended September 30, 2003, compared to $96,000 in the same period last year, and consisted primarily of general and administrative expenses. Interest expense decreased marginally in the three months ended September 30, 2003 from the same period of 2002. The Corporation had a net loss of $9,000 in the three months ended September 30, 2003, compared to $14,000 in the same period of 2002. LIQUIDITY AND CAPITAL RESOURCES The Corporation had cash and cash equivalents of approximately $3.5 million at both September 30, 2003 and December 31, 2002. The Corporation had real estate held for development and sale of $1.3 million at September 30, 2003, compared to $1.2 million at December 31, 2002. Operating activities used cash of $434,000 in the nine months ended September 30, 2003, compared to $1.3 million in the nine months ended September 30, 2002. An increase in real estate held for development and sale used cash of $25,000 in the current period, compared to $75,000 in the same period of 2002. An increase in accounts payable and accrued liabilities provided cash of $22,000 in the nine months ended September 30, 2003, compared to a decrease in same using cash of $166,000 in the same period in 2002. A decrease in amounts due to affiliates used cash of $237,000 in the 10 nine months ended September 30, 2003 compared to $993,000 in the same period in 2002. Changes in other assets used cash of $10,000 in the current period, compared to $263,000 in the comparative period in 2002. Investing activities provided cash of $0.7 million in the nine months ended September 30, 2003, primarily as a result of repayments received on a note receivable. In the nine months ended September 30, 2002, the Corporation advanced $0.7 million in connection with this note receivable. Financing activities used cash of $0.3 million in the nine months ended September 30, 2003 and 2002, primarily as a result of the payment of dividends on the Corporation's 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. CRITICAL ACCOUNTING POLICIES Reference is made to the Corporation's annual report on Form 10-K for the fiscal year ended December 31, 2002 for information concerning critical accounting policies. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION The statements in this report that are not based on historical facts are called "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements appear in a number of different places in this report and can be identified by words such as "estimates", "projects", "expects", "intends", "believes", "plans", or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include statements regarding the outlook for our 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. You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our estimates. Some of these risks and assumptions include those set forth in reports and other documents we have filed with or furnished to the SEC, including in our annual report on Form 10-K for the year ended December 31, 2002. We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC. 11 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, 2002 for information concerning market risk. ITEM 4. CONTROLS AND PROCEDURES As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on this evaluation, the Corporation's principal executive officer and principal financial officer concluded that the Corporation's disclosure controls and procedures are effective in timely alerting them to material information required to be included in its periodic reports filed with the SEC. It should be noted that the design of any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. In addition, the Corporation reviewed its internal controls, and there have been no significant changes in its internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation. 12 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, 2002 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 16, 2003. At the meeting, Young Soo Koo was elected as a Class II director of the Corporation for a term expiring at the annual meeting of shareholders in 2006. The voting results for the election of directors were as follows: ABSTENTIONS AND VOTES FOR VOTES WITHHELD BROKER NON-VOTES ---------- --------------- ----------------- Young Soo Ko 10,134,277 35,730 - Michael J. Smith and Roy Zanatta continued their terms as directors of the Corporation after the annual meeting. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 31.1 Section 302 Certification of President and Chief Financial Officer 32.1 Section 906 Certification of President and Chief Financial Officer (b) REPORTS ON FORM 8-K None. 13 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: November 14, 2003 TRIMAINE HOLDINGS, INC. By: /s/ Michael J. Smith ---------------------------------- Michael J. Smith, President, Chief Financial Officer and Director 14

TRIMAINE HOLDINGS INC 10-Q