==================================================================================================== U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q --------- QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended Commission File No. September 30, 2001 0-2040 - ------------------ ------ THE ST. LAWRENCE SEAWAY CORPORATION ----------------------------------- (Exact Name of Registrant as Specified in its Charter) INDIANA 35-1038443 ------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 818 Chamber of Commerce Building 320 N. Meridian Street Indianapolis, Indiana 46204 - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (317) 639-5292 --------------- 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, 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 issuer's classes of common stock as of the latest practicable date. Class Outstanding at September 30, 2001 ----- --------------------------------- Common Stock, $1.00 par value 393,735 ====================================================================================================THE ST. LAWRENCE SEAWAY CORPORATION FORM 10-Q INDEX PART I. FINANCIAL INFORMATION PAGE ---- Balance Sheets - September 30, 2001 (UNAUDITED) and March 31, 2001.................................3 Statements of Income - Three months ended September 30, 2001 and 2000 (UNAUDITED).....................................................................................4 Statements of Income - Six months ended September 30, 2001 and 2000 (UNAUDITED).....................................................................................5 Statements of Cash Flows - Six months ended September 30, 2001 and 2000 (UNAUDITED)................................................................................6 Notes to Financial Statements - September 30, 2001...............................................7-8 Management's Discussion and Analysis of Financial Condition and Results of Operations.........................................................................9-11 PART II. OTHER INFORMATION.......................................................................11 Signatures........................................................................................12 Exhibit (27)......................................................................................13 2 THE ST. LAWRENCE SEAWAY CORPORATION BALANCE SHEETS SEPTEMBER 30, 2001 (UNAUDITED) AND MARCH 31, 2001 (Unaudited) SEPTEMBER 30, MARCH 31, 2001 2001 ============= ========== ASSETS Current assets: Cash and cash equivalents $1,467,068 $1,479,010 Interest and other receivables 1,085 3,033 Prepaid items 0 9,649 ---------- ---------- Total Current Assets 1,468,153 1,491,692 Property and Fixed Assets 0 0 ---------- ---------- Total Assets $1,468,153 $1,491,692 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable & other $8,174 $6,674 Federal & state taxes payable 296 8,167 ---------- ---------- Total Current Liabilities $8,470 $14,841 Shareholders' equity: Common stock, par value $1, 4,000,000 authorized, 393,735 issued and outstanding at the respective dates $393,735 $393,735 Additional paid-in capital 377,252 377,252 Retained earnings 688,696 705,864 ---------- ---------- Total Shareholders' Equity 1,459,683 1,476,851 ---------- ---------- Total Liabilities and Shareholders' Equity $1,468,153 $1,491,692 ========== ========== 3 THE ST. LAWRENCE SEAWAY CORPORATION STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED) SEPTEMBER 30, SEPTEMBER 30, 2001 2000 ============= ============= Revenues: Interest and dividends $11,493 $23,696 ---------- ---------- Total revenues 11,493 23,696 Operating costs and expenses: General and administrative 24,632 24,289 ---------- ---------- Total operating expenses 24,632 24,289 Income (Loss) before tax provision (13,139) (593) Provision for income taxes net of net operating loss carryforward/ (tax benefit) 105 280 ---------- ---------- Net income (Loss) $(13,244) $(873) =========== =========== Per share data: Weighted average number of common shares outstanding 393,735 393,735 ---------- ---------- Primary earnings per share: Income (Loss) per share $(0.03) $(0.00) =========== =========== 4 THE ST. LAWRENCE SEAWAY CORPORATION STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED) SEPTEMBER 30, SEPTEMBER 30, 2001 2000 ============= ============= Revenues: Interest and dividends $ 26,751 $ 37,516 Sale of Land 0 392,235 ---------- ---------- Total revenues 26,751 429,751 Operating costs and expenses: General and administrative 43,623 43,341 ---------- ---------- Total operating expenses 43,623 43,341 Income (Loss) before tax provision (16,872) 386,410 Provision for income taxes net of Net operating loss carryforward/ (tax benefit) 296 7,093 ---------- ---------- Net income (loss) $(17,168) $379,317 =========== ========== Per share data: Weighted average number of common shares outstanding 393,735 393,735 ---------- ---------- Primary earnings per share: Income (Loss) per share $(0.04) $0.96 ============ ========== 5 THE ST. LAWRENCE SEAWAY CORPORATION STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED) SEPTEMBER 30, SEPTEMBER 30, 2001 2000 ============= ============= Cash flows from operating activities: Net income (loss) $ (17,168) $ 379,317 Adjustments to reconcile net income to net cash from operating activities Gain on Sale of Land 0 (392,235) Depreciation 0 0 (Increase) Decrease in current assets: Interest and other receivables 1,948 (5,186) Prepaid items 9,649 (5,630) (Decrease) Increase in current liabilities: Accounts payable & other 1,500 (3,469) Income taxes payable (7,871) 7,666 ----------- ----------- Net cash from operating activities (11,942) (19,537) Cash flows from investing activities: Sale of land 0 511,148 ----------- ----------- Net cash from investing activities 0 511,148 Cash flows from financing activities: ----------- ----------- Net cash from financing activities 0 0 Net decrease in cash and cash equivalents (11,942) 491,611 Cash and cash equivalents, beginning 1,479,010 999,649 ----------- ----------- Cash and cash equivalents, ending $ 1,467,068 $ 1,491,260 =========== =========== Supplemental disclosures of cash flow information: Cash paid for income taxes 0 8,071 Cash paid for interest expense 0 0 6 THE ST. LAWRENCE SEAWAY CORPORATION NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2001 (UNAUDITED) NOTE A--BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ending September 30, 2001, are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2002. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended March 31, 2001. NOTE B--RECLASSIFICATION The 2000 financial statements have been reclassified, where necessary, to conform to the presentation of the 2001 financial statements. NOTE C--EARNINGS PER SHARE Primary earnings per share are computed using the weighted average number of shares of common stock and common stock equivalents outstanding under the treasury stock method. Common stock equivalents include all common stock options and warrants outstanding during each of the periods presented. NOTE D--STOCK PURCHASE AND DIVIDEND On March 19, 1997, the Board of Directors of the Company declared a dividend distribution of 514,191 shares of common stock, $.01 par value (the "Shares") of Paragon Acquisition Company, Inc. ("Paragon"), and 514,191 non-transferable rights (the "Subscription Right") to purchase two (2) additional Shares of Paragon. Paragon's business purpose is to seek to acquire or merge with an operating business, and thereafter to operate as a publicly-traded company. St. Lawrence purchased the Paragon shares on March 6, 1997, for $5,141, or $.01 per share, and distributed one Paragon share and one subscription right for each share of St. Lawrence Common Stock owned or subject to exercisable options and warrants as of March 21, 1997 (the "Record Date"). Neither St. Lawrence nor Paragon received any cash or other proceeds from the distribution, and St. Lawrence stockholders did not make any payment for the share and subscription rights. The distribution to St. Lawrence stockholders was made by St. Lawrence for the purpose of providing St. Lawrence stockholders with an equity interest in Paragon without such stockholders being required to contribute any cash or other capital in exchange for such equity interest. On March 21, 1997, the Securities and Exchange Commission declared effective a Registration Statement on Form S-1 filed by Paragon, registering the Distribution of Shares and Subscription Rights to St. Lawrence stockholders. The cost of organizing Paragon and registering the distribution have been borne by the founders of Paragon. 7 THE ST. LAWRENCE SEAWAY CORPORATION NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2001 (UNAUDITED) Paragon is an independent publicly-owned corporation. However, because Paragon did not have a specific operating business at the time of the distribution, the distribution of the shares was conducted in accordance with Rule 419 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). As a result, the shares, subscription rights, and any shares issueable upon exercise of subscription rights, were put into escrow. While held in escrow, the shares could not be traded or transferred. In April and June, 2001, Paragon's Board of Directors voted to discontinue the search for a Target Business, withdraw its S-1 Registration Statement and dissolve as soon as possible. A Post-Effective Amendment terminating the Registration Statement and de-registering the securities described therein was filed with the SEC on June 22, 2001. The dissolution of Paragon was completed effective June 29, 2001. As a result, subscription rights held by St. Lawrence stockholders have been effectively cancelled. NOTE E. DISPOSITION OF ASSETS On February 23, 2000, the Company conducted a real estate auction and entered into definitive sales and purchase agreements with seven non-affiliated individual purchasers to sell all of the land owned by the Company. The real estate was sold at auction for an aggregate gross sales price of $567,500. At closing, an aggregate $13,225 price reduction was made due to acreage corrections revealed by the survey delivered at closing and due to deletion from the sale property of an electrical substation not owned by the Company. All sales were closed as of June 14, 2000, and net proceeds of $506,510 were delivered to the Company as of that date. In fiscal year ending March 31, 2001, the Company was subject to tax on the net gain, after related selling expenses, from the sale that exceeded the existing net operating losses of approximately $375,000, plus any additional net operating losses incurred in fiscal year 2001. The Company devoted the property to farming activities under a cash lease method. The property was leased to farmers who were directly responsible for the operation thereof and who paid the Company a rental fee covering a ten-month period of use of the property. The Company generally received these rental payments at the beginning of the planting season. The Company was responsible for real estate taxes, insurance, and minor expenses. As a result of the sale of the property and termination of the farm tenant agreement prior to the calendar year 2000 planting season, the Company did not realize any farm rental income in the fiscal year ending March 31, 2001. 8 THE ST. LAWRENCE SEAWAY CORPORATION Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS -- THREE MONTHS ENDED SEPTEMBER 30, 2001 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2000. Interest and dividend income decreased to $11,493 in the three months ended September 30, 2001, from $23,696 in the three months ended September 30, 2000. This decrease is a result of lower rates of interest earned on invested dollars. General and administrative expenses of $24,632 in the three months ended September 30, 2001 were comparable to the September 30, 2000 expenses of $24,289. As a result of the above items the Company had a loss before provision for income taxes of $13,139 in the three months ended September 30, 2001, as compared to a loss before provision for income taxes of $593 in the comparable period a year earlier. Indiana gross tax of $105 was applicable in the three months ended September 30, 2001, as compared to $280 that were applicable in the three months ended September 30, 2000. No federal tax provision is applicable in the three months ended September 30, 2001. Results of Operations - Six Months ended September 30, 2001, compared to six months ended September 30, 2000 Interest and dividend income decreased to $26,751 in the six months ended September 30, 2001, from $37,516 in the six months ended September 30, 2000. This decrease is a result of lower rates of interest earned on dollars invested. General and administrative expenses of $43,623 and $43,341 were comparable in the six months ended September 30, 2001 and September 30, 2000, respectively, as illustrated by the following table. SIX MONTHS ENDED SEPTEMBER 30, 2001 2000 ---- ---- Executive Compensation, Management Fees, Salaries, and Employee Benefits $ 8,044 $ 7,442 Office Rent and Company Operations $ 7,691 $ 7,626 Stock Services, Proxy, Annual Meeting, and SEC Report Compliance $ 5,758 $ 3,631 Professional Fees (accounting & legal) $ 22,130 $24,642 Income and other taxes $ 296 $ 7,093 As a result of the above items the Company experienced a loss before provision for income taxes of $16,872 in the six months ended September 30, 2001, as compared to income received before provision for income taxes of $386,410 in the comparable period a year earlier. 9 Indiana gross tax of $296 was applicable in the six months ended September 30, 2001, as compared to $7,093 that were applicable in the six months ended September 30, 2000. No federal tax provision is applicable in the six months ended September 30, 2001. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2001, the Company had net working capital of $1,459,683, substantially all of which was in cash and money market funds. St. Lawrence has sufficient capital resources to continue its current business. The Company may require the use of its assets for a purchase or partial payment for an acquisition or in connection with another business opportunity. In addition, St. Lawrence may incur debt of an undetermined amount to effect an acquisition or in connection with another business opportunity. It may also issue its securities in connection with an acquisition or other business opportunity. St. Lawrence does not have a formal arrangement with any bank or financial institution with respect to the availability of financing in the future. OUTLOOK This Form 10-Q contains statements which are not historical facts, but are forward-looking statements which are subject to risks, uncertainties and unforeseen factors that could affect the Company's ability to accomplish its strategic objectives with respect to acquisitions and developing new business opportunities, as well as its operations and actual results. All forward-looking statements contained herein, reflect Management's analysis only as of the date of the filing of this Report. Except as may be required by law, the Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. In addition to the disclosures contained herein, readers should carefully review risks and uncertainties contained in other documents which the Company files from time to time with the Securities and Exchange Commission. 10 THE ST. LAWRENCE SEAWAY CORPORATION PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDING - Not Applicable Item 2. CHANGES IN SECURITIES - Not Applicable Item 3. DEFAULTS UPON SENIOR SECURITIES - Not Applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS- None Item 5. OTHER INFORMATION - Not Applicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K - Item 6(a) Exhibits - None Item 6(b) Reports on Form 8-K - No reports on Form 8-K were required to be filed for the quarter for which this report is filed. 11 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE ST. LAWRENCE SEAWAY CORPORATION Registrant /s/ Daniel L. Nir Date: 11/14/01 -------------------------------------------- Daniel L. Nir President and Treasurer (Chief Financial Officer) Date: 11/14/01 /s/ Jack C. Brown -------------------------------------------- Jack C. Brown Secretary 12
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10-Q Filing
Carbon Energy (CRBO) 10-Q2001 Q3 Quarterly report
Filed: 14 Nov 01, 12:00am