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 July 31, 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) 281-874-2101 -------------- (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 September 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 NINE MONTHS ENDED MONTHS ENDED JULY 31, JULY 31, ------------------ ------------------ 2001 2000 2001 2000 -------- -------- -------- -------- REVENUES Pipeline operations $ 147 $ 129 $ 518 $ 505 Net oil and gas royalties 99 98 231 224 Ranch lease rentals 29 38 89 89 Farm produce sales 23 - 37 71 Contract and irrigation service revenues - - 22 - Other revenues 18 - 60 27 -------- -------- -------- -------- TOTAL REVENUES 316 265 957 916 COSTS AND EXPENSES Operating expenses 211 169 646 578 General and administrative expenses 77 90 193 248 Depreciation and amortization 32 28 96 92 Equity in loss of 50% owned affiliate 46 47 46 63 Interest expense 3 3 13 9 Taxes - other than income taxes 21 31 50 51 -------- -------- -------- -------- TOTAL COSTS AND EXPENSES 390 368 1,044 1,041 -------- -------- -------- -------- LOSS BEFORE PROVISION (BENEFIT) FOR INCOME TAXES (74) (103) (87) (125) Provision (benefit) for income taxes 9 - 14 - -------- -------- -------- -------- NET LOSS $ (83) $ (103) $ (101) $ (125) ======== ========= ======== ======== NET LOSS PER SHARE - BASIC AND DILUTED (1,451,000 weighted average shares outstanding) $ (.06) $ (.07) $ (.07) $ (.09) ======== ======== ======== ======== 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 JULY 31, 2001 (IN THOUSANDS EXCEPT FOR SHARE DATA) (UNAUDITED) JULY 31, ASSETS 2001 --------- CURRENT ASSETS Cash and cash equivalents $ 22 Accounts receivable 21 Accounts receivable - related parties 182 Refundable income taxes 2 Deferred income taxes 52 Other current assets 15 --------- TOTAL CURRENT ASSETS 294 PROPERTY AND EQUIPMENT, net 1,751 OTHER ASSETS 1 --------- TOTAL ASSETS $ 2,046 ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 111 Accounts payable - related parties 197 Accrued expenses 41 Notes payable 1 Current maturities of long-term debt 88 --------- TOTAL CURRENT LIABILITIES 438 LONG-TERM DEBT 119 DEFERRED INCOME TAXES 111 OTHER LIABILITIES 149 --------- TOTAL LIABILITIES 817 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 (222) --------- TOTAL SHAREHOLDERS' EQUITY 1,229 --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,046 ========= 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 NINE MONTHS ENDED JULY 31, ------------------ 2001 2000 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (101) $ (125) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 96 92 Deferred income taxes 14 - Equity in loss of 50% owned affiliate 46 63 Provision for bad debts 45 16 Changes in operating assets and liabilities: Accounts receivable (6) 1 Other current assets (2) (9) Accounts payable 92 (91) Other liabilities 5 - Accrued expenses (38) - -------- -------- NET CASH PROVIDED BY (USED IN)OPERATING ACTIVITIES 151 (53) CASH FLOWS FROM INVESTING ACTIVITIES 	Investments in and advances to 50% owned affiliate	 (46) - 	Capital expenditures for property and equipment (18) (132) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (64) (132) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt and notes payable 71 240 Payment on long-term debt and notes payable (182) (112) -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (111) 128 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (24) (57) CASH AND CASH EQUIVALENTS - beginning of period 46 60 -------- -------- CASH AND CASH EQUIVALENTS - end of period $ 22 $ 3 ======== ======== SUPPLEMENTAL CASH FLOW DATA: Cash paid during the period for: Interest $ 13 $ 11 ======== ======== Income taxes $ - $ - ======== ======== Capital expenditures for property and equipment financed by debt $ 54 $ - ======== ======== Refinancing of existing debt $ 85 $ - ======== ======== 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 July 31, 2001 and the results of its operations and its cash flows for the periods ended July 31, 2001 and 2000. Such adjustments consisted only of normal recurring items. The results of operations for the periods ending July 31, 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 - LONG-TERM DEBT AND NOTES PAYABLE 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 a balance of approximately $85,000 from The First National Bank of Crockett Additionally, the remaining loan proceeds were used to acquire a conservation easement for flood prevention. The refinanced debt to Frost Bank bears interest at prime plus 1%, with monthly principal and interest payments of $8,049 and matures October 2003. At July 31, 2001, the following are the future maturities of long-term debt for the years ended July 31: 2002 - $88,000, 2003 - $96,000, 2004 - $23,000. 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 July 31, 2001 increased $18,000 or 14% as compared to the three months ended July 31, 2000. This is primarily the result of an increase in gas production. Operating expense for the three months ended July 31, 2001 increased $42,000 or 25% as compared to the three months ended July 31, 2000. This is attributable to an increase in production, cost of fuel to run the compressor, and an increase in compressor rentals. Farm Produce Sales - Revenue for the nine months ended July 31, 2001 decreased $34,000 or 48% as compared to the nine months ended July 31, 2000. This was the result of drought conditions. The increase in revenue for the three months ended July 31, 2001 was due to the hay bailing and hay sales operations. General and Administrative Expenses - Expense for the three months ended July 31, 2001, decreased $13,000 or 14%. This increase is primarily the result of a reduction in salary. Liquidity and Capital Resources The Company had a positive cash flow from operations of $151,000 for the nine months ended July 31, 2001 as compared to a negative cash flow from operations of $53,000 for the nine months ended July 31, 2000. The improvement in operating cash flows from the prior period is due to an increase in accounts payable as a result of an increase in operating expenses and the timing of the payment of operating expenses. The Company's liquidity could be adversely affected due to losses from and loan guarantees for Trinity Valley Pecan Company, a 50% owned affiliate. A portion of Trinity Valley Pecan Company's debt ($775,000 at July 31, 2001) is guaranteed jointly and severally by both the Company and another related party. An additional provision of $48,000 was recorded in 2000 relating to guarantees of such debt of Trinity Valley Pecan Company. Additionally, provisions of $46,000 and $45,000 were recorded in 2001 relating to advances made to Trinity Valley Pecan Company used for debt payments and operations, respectively. As of July 31, 2001, the Company's working capital deficit was $144,000. Payments of approximately $22,000 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 July 31, 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: September 14, 2001 SEVEN J STOCK FARM, INC. (Registrant) R. F. PRATKA ------------------------------------------ R.F. Pratka, Vice-President and Treasurer (Principal Financial Officer)