U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB (Mark One) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2001 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 0-1394 SEVEN J STOCK FARM, INC. (Name of small business issuer as specified in its charter) Texas 74-1110910 ----- ---------- (State of incorporation) (I.R.S. Employer Identification No.) 16945 Northchase Dr., Ste 1800, Houston, TX 77060-2151 ------------------------------------------------------- (Address of principal executive offices) (281) 875-9100 -------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ( ) As of June 14, 2001 there were 1,451,000 shares of Seven J Stock Farm, Inc. common stock $1.00 par value outstanding. SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS) (IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE DATA) (UNAUDITED) FOR THE THREE FOR THE SIX MONTHS ENDED MONTHS ENDED APRIL 30, APRIL 30, ------------------ ------------------ 2001 2000 2001 2000 -------- -------- -------- -------- REVENUES Pipeline operations $ 188 $ 106 $ 371 $ 376 Net oil and gas royalties 53 91 132 126 Ranch lease rentals 30 21 60 51 Farm produce sales 5 11 14 71 Contract and irrigation service revenues - - 22 - Other revenues 26 17 42 27 -------- -------- -------- -------- TOTAL REVENUES 302 246 641 651 COSTS AND EXPENSES Operating expenses 238 132 435 409 General and administrative expenses 64 73 116 158 Depreciation and amortization 32 34 64 64 Equity in loss of 50% owned affiliate - 6 - 16 Other costs and expenses - (1) - - Interest expense 8 5 10 6 Taxes - other than income taxes 13 10 29 20 -------- -------- -------- -------- TOTAL COSTS AND EXPENSES 355 259 654 673 -------- -------- -------- -------- LOSS BEFORE PROVISION (BENEFIT) FOR INCOME TAXES (53) (13) (13) (22) Provision (benefit) for income taxes (24) - 5 1 -------- -------- -------- -------- NET LOSS $ (29) $ (13) $ (18) $ (23) ======== ======== ======== ======== NET LOSS PER SHARE - BASIC AND DILUTED (1,451,000 weighted average shares outstanding) $ (.02) $ (.01) $ (.01) $ (.02) ======== ======== ======== ======== DIVIDENDS PER SHARE None None None None See notes to the condensed consolidated financial statements. SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEET APRIL 30, 2001 (IN THOUSANDS EXCEPT FOR SHARE DATA) (UNAUDITED) APRIL 30, ASSETS 2001 --------- CURRENT ASSETS Cash and cash equivalents $ 26 Accounts receivable 18 Accounts receivable - related parties 184 Refundable income taxes 2 Deferred income taxes 17 Other current assets 15 --------- TOTAL CURRENT ASSETS 262 PROPERTY AND EQUIPMENT, net 1,719 OTHER ASSETS 1 --------- TOTAL ASSETS $ 1,982 ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 71 Accounts payable - related parties 191 Accrued expenses 29 Deferred income taxes - Notes payable 2 Current maturities of long-term debt 102 --------- TOTAL CURRENT LIABILITIES 395 LONG-TERM DEBT 57 DEFERRED INCOME TAXES 68 OTHER LIABILITIES 150 --------- TOTAL LIABILITIES 670 SHAREHOLDERS' EQUITY Common stock, par value $1 per share: authorized 1,500,000 shares; issued and outstanding 1,451,000 shares 1,451 Accumulated deficit (139) --------- TOTAL SHAREHOLDERS' EQUITY 1,312 --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,982 ========= See notes to the condensed consolidated financial statements. SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) FOR THE SIX MONTHS ENDED APRIL 30, ------------------ 2001 2000 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (18) $ (23) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 64 64 Deferred income taxes 5 (3) Equity in loss of 50% owned affiliate - 16 Changes in operating assets and liabilities: Accounts receivable 41 (9) Other current assets (2) 1 Accounts payable 46 123 Other liabilities 7 - Accrued expenses (50) (40) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 93 129 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures for property and equipment (8) (95) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (8) (95) CASH FLOWS FROM FINANCING ACTIVITIES Long-term debt and notes payable repayments (105) (90) -------- -------- NET CASH USED IN FINANCING ACTIVITIES (105) (90) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (20) (56) CASH AND CASH EQUIVALENTS - beginning of period 46 60 -------- -------- CASH AND CASH EQUIVALENTS - end of period $ 26 $ 4 ======== ======== SUPPLEMENTAL CASH FLOW DATA: Cash paid during the period for: Interest $ 13 $ 6 ======== ======== Income taxes $ - $ - ======== ======== See notes to the condensed consolidated financial statements. SEVEN J STOCK FARM, INC. AND SUBSIDIARY NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The accompanying interim condensed consolidated financial statements are unaudited and include the accounts of Seven J Stock Farm, Inc. and its wholly owned subsidiary, Madison Pipe Line Company, collectively referred to as the "Company". The unaudited interim condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. The accompanying unaudited interim condensed consolidated financial statements and related notes should be read in conjunction with the financial statements and related notes included in the Company's 2000 Annual Report to Shareholders. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position as of April 30, 2001 and the results of its operations and its cash flows for the periods ended April 30, 2001 and 2000. Such adjustments consisted only of normal recurring items. The results of operations for the periods ending April 30, 2001 and 2000 are not necessarily indicative of the results to be expected for the full year. Certain items and amounts for the prior period have been reclassified. The reclassifications have no effect on net income. NOTE 2 - SUBSEQUENT EVENT During May 2001, the Company increased its available credit to approximately $210,000 under its loan agreement with Frost Bank to pay off an existing loan with The First National Bank of Crockett, and to acquire a conservation easement on certain real property for flood prevention. SEVEN J STOCK FARM, INC. AND SUBSIDIARY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Pipeline Operations - Revenue for the three months ended April 30, 2001 increased $82,000 or 77% as compared to the three months ended April 30, 2000. This is primarily the result of an increase in gas prices. Net Oil and Gas Royalties - Revenue for the three months ended April 30, 2001 decreased $38,000 or 42% as compared to the three months ended April 30, 2000. This is a result of the decrease of volumes sold. Operating expense for the three months ended April 30, 2001 increased $106,000 or 80% as compared to the three months ended April 30, 2000. This is attributable to an increase in cost of fuel to run the compressor. Farm Produce Sales - Revenue for the six months ended April 30, 2001 decreased $57,000 or 80% as compared to the six months ended April 30, 2000. This was the result of drought conditions. General and Administrative Expenses - Expenses for the six months ended April 30, 2001, decreased $42,000 or 27%. This increase is primarily the result of a reduction in personnel expenses. Liquidity and Capital Resources The Company had a negative cash flow of $20,000 for the six months ended April 30, 2001 as compared to a negative cash flow of $56,000 from operating activities for the six months ended April 30, 2000. The reason for the improvement in cash flows from the prior period is due to a decrease in capital expenditures on property and equipment. The Company's liquidity could be adversely affected due to losses from and loan guarantees for Trinity Valley Pecan Company. An additional provision of $48,000 was recorded in 2000 relating to guarantees of certain debt of Trinity. As of April 30, 2001, the Company's working capital deficit was $133,000. Payments of $51,000 attributable to notes payable and long-term debt are required during the fiscal year ending October 31, 2001. It is not anticipated that dividends will be paid in the near future. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (A) Annual meeting of shareholders was held March 20, 2001. (B) Seven J Stock Farm, Inc. did not solicit proxies and the following directors were elected 1. John R. Parten 2. R. F. Pratka 3. Patrick J. Moran 4. William C. Bennett Shareholders approved the appointment of the firm Mann Frankfort Stein & Lipp, CPAs, L.L.P. as the Company's Independent Auditors. ITEM 5. OTHER INFORMATION (A) During June 2001, the Company began hay bailing and hay sales operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits - none (B) Reports on Form 8-K - there were no reports on Form 8-K filed for the quarter ended April 30, 2001. 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. Date: June 14, 2001 SEVEN J STOCK FARM, INC. (Registrant) s/ ------------------------------------------ John R. Parten, President (Principal Financial Officer)