U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB AMENDMENT #1 The purpose of this amendment is to attach the Financial Data Schedule Exhibit #27 (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, 1995 ( ) 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.) 808 Travis Street, Suite 1453, Houston, TX 77002 ------------------------------------------------- (Address of principal executive offices) (713) 228-8900 -------------- (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 5, 1995 there were 1,451,000 shares of Seven J Stock Farm, Inc. common stock $1.00 par value outstanding. -1- SEVEN J STOCK FARM, INC. AND SUBSIDIARY FORM 10-QSB - JULY 31, 1995 INDEX PAGE NO. -------- PART I FINANCIAL INFORMATION: Item 1. Financial statements: Condensed consolidated statements of income - three months and nine months ended July 31, 1995 and 1994 (unaudited) 3 Condensed consolidated balance sheet - July 31, 1995 (unaudited) 4 Condensed consolidated statements of cash flows - nine months ended July 31, 1995 and 1994 (unaudited) 5 - 6 Notes to the condensed consolidated financial statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION: Item 4. Submission of Matters to a Vote of Security Holders 9 Item 6. Exhibits and Reports on Form 8-K 9 SIGNATURES 10 -2- SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE DATA) (UNAUDITED) FOR THE THREE FOR THE NINE MONTHS ENDED MONTHS ENDED JULY 31, JULY 31, ----------------- ----------------- 1995 1994 1995 1994 ------- ------- ------- ------- REVENUES: Pipeline operations $ 45 $ 39 $ 135 $ 127 Oil and gas royalties - net of excise taxes 26 34 84 89 Farm produce sales 1 11 2 26 Pasture and ranch lease rentals 29 30 89 91 ------ ------ ------ ------ Total revenues $ 101 $ 114 $ 310 $ 333 ------ ------ ------ ------ COSTS AND EXPENSES: Operating expenses $ 22 $ 16 $ 52 $ 49 Administrative and general expenses 29 26 108 86 Depreciation 16 22 48 47 Other (income) - net (6) (5) (17) (16) Other costs and expenses 8 8 36 35 ------ ------ ------ ------ Total costs and expenses $ 69 $ 67 $ 227 $ 201 ------ ------ ------ ------ INCOME BEFORE PROVISION FOR INCOME TAXES $ 32 $ 47 $ 83 $ 132 Provision for income taxes (Note 2) 6 11 14 25 ------ ------ ------ ------ NET INCOME $ 26 $ 36 $ 69 $ 107 ====== ====== ====== ====== NET INCOME PER SHARE (1,451,000 weighted - average shares outstanding) $ .02 $ .02 $ .05 $ .07 ====== ====== ====== ====== DIVIDENDS PER SHARE None None None None The notes to the condensed consolidated financial statements are an integral part of this statement. -3- SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEET JULY 31, 1995 (IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE DATA) (UNAUDITED) JULY 31, ASSETS 1995 ------------ CURRENT ASSETS: Cash and cash equivalents $ 114 Certificates of deposit 225 Accounts receivable 76 Inventories - growing crops - at market 43 Other 22 ----------- Total current assets $ 480 PROPERTY AND EQUIPMENT - net 1,112 OTHER ASSETS 8 ----------- TOTAL $ 1,600 =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 68 Accrued taxes - other than taxes on income 18 ----------- Total current liabilities $ 86 ----------- OTHER LIABILITIES AND CREDITS: Deferred income taxes $ 57 Unearned lease income 9 ----------- Total other liabilities and credits $ 66 ----------- SHAREHOLDERS' EQUITY: Common stock, par value $1.00 per share, authorized 1,500,000 shares; issued and outstanding 1,451,000 shares $ 1,451 Deficit (3) ----------- Total shareholders' equity $ 1,448 ----------- TOTAL $ 1,600 =========== The notes to the condensed consolidated financial statements are an integral part of this statement. -4- SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 1995 AND 1994 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (IN THOUSANDS) (UNAUDITED) FOR THE NINE MONTHS ENDED JULY 31, --------------------------- 1995 1994 ------------ ------------ CASH FLOW FROM OPERATING ACTIVITIES: Net income $ 69 $ 107 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 48 47 Deferred income taxes (2) 2 Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable 4 (233) Inventories (2) (20) Other current assets 6 (18) Increase (decrease) in liabilities: Accounts payable and other (37) 236 Accrued income taxes - (19) Accrued taxes - other than taxes on income (9) (11) Unearned lease income - (17) ----------- ----------- Net cash provided by operating activities $ 77 $ 74 ----------- ----------- (CONTINUED) -5- SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 1995 AND 1994 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (IN THOUSANDS) (UNAUDITED) (CONTINUED) FOR THE NINE MONTHS ENDED JULY 31, --------------------------- 1995 1994 ------------ ------------ CASH FLOW FROM INVESTING ACTIVITIES: Proceeds from redemption of certificates of deposit $ 75 $ 150 Purchase of certificates of deposit (225) (25) Expenditures for property and equipment (114) (239) ----------- ----------- Net cash used in investing activities $ (264) $ (114) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (187) $ (40) CASH AND CASH EQUIVALENTS - beginning of period 301 86 ----------- ----------- CASH AND CASH EQUIVALENTS - end of period $ 114 $ 46 =========== =========== SUPPLEMENTAL CASH FLOW DATA: Cash paid during the period for: Interest $ - $ - =========== =========== Income taxes $ 20 $ 66 ============ =========== The notes to the condensed consolidated financial statements are an integral part of this statement. -6- 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. (the "Company") and its wholly owned subsidiary, Madison Pipe Line 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 generally accepted accounting principles 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 1994 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, 1995 and the results of its operations and its cash flows for the periods ended July 31, 1995 and 1994. Such adjustments consisted only of normal recurring items. The results of operations for the periods ending July 31, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. Interim results are subject to year-end adjustments and audit by independent public accountants. Certain items and amounts have been reclassified. The reclassifications have no effect on net income. NOTE 2 - PROVISION FOR INCOME TAXES The reported tax rate in the first nine months of fiscal year 1995 was 16.9%, which is the Company's current estimate of the effective tax rate for the entire year. The reported tax rate in the corresponding period of the previous year was 18.9%. The Company's effective tax rate for the year ended October 31, 1994 was 15.8%. -7- 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 nine months ended July 31, 1995 increased $8,000 or 6.3% as compared to the nine months ended July 31, 1994. The increase in revenue is the result of a slight increase in natural gas transmitted through the system. Net Oil and Gas Royalties - Revenue for the nine months ended July 31, 1995 decreased $5,000 or 5.6% as compared to the nine months ended July 31, 1994. The decrease in revenue is due to a decline in oil production. Farm Produce Sales - Revenue for the nine months ended July 31, 1995 decreased $24,000 or 92.3% as compared to the nine months ended July 31, 1994. The decrease is due to a decrease in USDA subsidy payments received. Operating Expenses - Expenses for the nine months ended July 31, 1995 increased $3,000 or 6.1% as compared to the nine months ended July 31, 1994. This increase is due to additional repairs and maintenance. Administrative and General Expenses - Expenses for the nine months ended July 31, 1995 increased $22,000 or 25.6% as compared to the nine months ended July 31, 1994. This increase is due to an increase in salary expense and consulting fees. These expenses increased primarily as a result of increased use of contract office personnel to perform accounting and management functions. Provision for Income Taxes - Provision for income taxes for the nine months ended July 31, 1995 decreased $6,000 or 42.9% compared to the nine months ended July 31, 1994. This is due to a decrease in income. Liquidity and Capital Resources The Company generated $77,000 of net cash flow from operating activities for the nine months ended July 31, 1995. During the 1994 fiscal year the Company expended $119,000 for construction of ranch fences, bridges, and barns and $134,000 to plant 2,500 pecan trees and install an irrigation system. The Company expended and additional $98,000 on the pecan grove during the nine months ended July 31, 1995. Management anticipates that the pecan grove will not be commercially productive until the year 2000. The Company anticipates that adequate working capital will be provided by operations. The Company has invested a portion of its cash funds in certificates of deposit with maturities of one year or less. -8- PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (A) Annual meeting of shareholders was held March 15, 1995. (B) Seven J Stock Farm, Inc. did not solicit proxies and the following directors were elected as follows: 1. W. A. Anderson, Jr. 2. Charles L. Kuehn, Jr. 3. John R. Parten 4. R. F. Pratka (C) Shareholders approved the appointment of the firm Mattison and Riquelmy as the Company's Independent Auditors. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibit #27 atttached (B) Reports on Form 8-K - there were no reports on Form 8-K filed for the quarter ended July 31, 1995. -9- 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: October 17, 1995 SEVEN J STOCK FARM, INC. (Registrant) R. F. Pratka ------------------------------------------ R. F. Pratka, Vice-President and Treasurer (Principal Financial Officer) -10-