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, 1997 ( ) 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 11, 1997 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 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, ------------------ ------------------ 1997 1996 1997 1996 -------- -------- -------- -------- REVENUES: Pipeline operations $ 71 $ 34 $ 158 $ 110 Oil and gas royalties - net of excise taxes 61 24 175 76 Farm produce sales 1 11 8 12 Pasture and ranch lease rentals 29 29 89 89 -------- -------- -------- -------- Total revenues $ 162 $ 98 $ 430 $ 287 -------- -------- -------- -------- COSTS AND EXPENSES: Operating expenses $ 47 $ 21 $ 92 $ 54 Administrative and general expenses 40 42 143 129 Depreciation 23 23 66 57 Other (income) - net (17) (6) (28) (21) Taxes other than income taxes 12 8 31 36 -------- -------- -------- -------- Total costs and expenses $ 105 $ 88 $ 304 $ 255 -------- -------- -------- -------- INCOME BEFORE PROVISION FOR INCOME TAXES $ 57 $ 10 $ 126 $ 32 Provision for income taxes (Note 2) 18 1 41 4 -------- -------- -------- -------- NET INCOME $ 39 $ 9 $ 85 $ 28 ======== ======== ======== ======== NET INCOME PER SHARE (1,451,000 weighted - average shares outstanding) $ .03 $ .01 $ .06 $ .02 ======== ======== ======== ======== DIVIDENDS PER SHARE None None $ .04 .04 ======== ======== ======== ======== The notes to the condensed consolidated financial statements are an integral part of this statement. SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEET JULY 31, 1997 (IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE DATA) (UNAUDITED) JULY 31, ASSETS 1997 --------- CURRENT ASSETS: Cash and cash equivalents $ 143 Accounts receivable 93 Inventories - growing crops - at cost 7 Refundable income taxes 37 Other 13 --------- Total current assets $ 293 PROPERTY AND EQUIPMENT - net 1,432 OTHER ASSETS 44 --------- TOTAL $ 1,769 ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 26 Accrued taxes - other than taxes on income 19 Accrued income taxes 3 Deferred income taxes 41 --------- Total current liabilities $ 89 --------- OTHER LIABILITIES AND CREDITS: Deferred income taxes $ 84 Unearned lease income 9 --------- Total other liabilities and credits $ 93 --------- SHAREHOLDERS' EQUITY: Common stock, par value $1.00 per share, authorized 1,500,000 shares; issued and outstanding 1,451,000 shares $ 1,451 Retained earnings 136 --------- Total shareholders' equity $ 1,587 --------- TOTAL $ 1,769 ========= The notes to the condensed consolidated financial statements are an integral part of this statement. SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 1997 AND 1996 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (IN THOUSANDS) (UNAUDITED) FOR THE NINE MONTHS ENDED JULY 31, ------------------ 1997 1996 -------- -------- CASH FLOW FROM OPERATING ACTIVITIES: Net income $ 85 $ 28 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 66 57 Deferred income taxes 15 2 Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable 132 (50) Inventories 27 (38) Other current assets 41 (26) Increase (decrease) in liabilities: Accounts payable and other (91) (28) Accrued income taxes 2 (14) Accrued taxes - other than taxes on income 19 (6) -------- -------- Net cash provided by (used in) operating activities $ 296 $ (75) -------- -------- CASH FLOW FROM INVESTING ACTIVITIES: Expenditures for property and equipment $ (145) $ (225) Loan to agricultural lessee for expenditure regarding irrigation system (47) - -------- -------- Net cash used in investing activities $ (192) $ (225) -------- -------- (CONTINUED) SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 1997 AND 1996 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (IN THOUSANDS) (UNAUDITED) (CONTINUED) FOR THE NINE MONTHS ENDED JULY 31, ------------------ 1997 1996 -------- -------- CASH FLOW FROM FINANCING ACTIVITIES - Dividend paid $ (58) $ - -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 46 $ (300) CASH AND CASH EQUIVALENTS - beginning of period 97 487 -------- -------- CASH AND CASH EQUIVALENTS - end of period $ 143 $ 187 ======== ======== SUPPLEMENTAL CASH FLOW DATA: Cash paid during the period for: Interest $ - $ - ======== ======== Income taxes $ (4) $ 43 ======== ======== The notes to the condensed consolidated financial statements are an integral part of this statement. 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 1996 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, 1997 and the results of its operations and its cash flows for the periods ended July 31, 1997 and 1996. Such adjustments consisted only of normal recurring items. The results of operations for the periods ending July 31, 1997 and 1996 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 1997 was 32.5%, 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 12.5%. The Company's effective tax rate for the year ended October 31, 1996 was 29.4%. 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, 1997 increased $48,000 or 43.6% as compared to the nine months ended July 31, 1996. The Company entered into an agreement effective December 1, 1996 to jointly operate their gas gathering system with a related party's gas gathering system. A joint central compression and dehydration facility has been built. The income, costs and expenses are shared equally. The nature of the operations of the joint venture including the products have the effect of increasing prices. Net Oil and Gas Royalties - Revenue for the nine months ended July 31, 1997 increased $99,000 or 130.3% as compared to the nine months ended July 31, 1996. The increase is primarily due to a new well drilled on the Company's land. Operating expenses - Expenses for the nine months ended July 31, 1997 increased $38,000 or 70.4% as compared to the nine months ended July 31, 1996. An increase in pipeline operating expense was offset by a decrease in ranch maintenance expense. The increase in pipeline operating expenses is attributable to expenses of the new jointly owned compression and dehydration facility. Administrative and General Expenses - Expenses for the nine months ended July 31, 1997 increased $14,000 or 10.9% as compared to the nine months ended July 31, 1996. Ranch administrative expense increased as the result of an increase in allocated salaries from related parties. Depreciation Expense - Depreciation for the nine months ended July 31, 1997 increased $9,000 or 15.8% as compared to the nine months ended July 31, 1996. The increase is attributable to additions in property and equipment. Other (Income) - Net - Other (Income) - Net for the nine months ended July 31, 1997 increased $7,000 or 33.3% as compared to the nine months ended July 31, 1996. Other (Income) - Net primarily increased due to income earned from services performed by ranch personnel. Provision for Income Taxes - Provision for income taxes for the nine months ended July 31, 1997 substantially increased as compared to the nine months ended July 31, 1996. This is due to the increase in income before provision for income taxes. Liquidity and Capital Resources The Company generated $296,000 of cash flows from operating activities for the nine months ended July 31, 1997 as compared to using $75,000 of net cash flow from operating activities for the nine months ended July 31, 1996. The Company has expended $88,000 representing its 50% share of the construction cost of a jointly owned compression and dehydration facility. The Company anticipates that adequate working capital will continue to be provided from future operations. During the third quarter, the Company paid dividends of $.04 a share to its shareholders. PART II. OTHER INFORMATION 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, 1997. 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 11, 1997 SEVEN J STOCK FARM, INC. (Registrant) R. F. Pratka ------------------------------------------ R. F. Pratka, Vice-President and Treasurer (Principal Financial Officer)