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, 1998 ( ) 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 August 31, 1998 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, ------------------ ------------------ 1998 1997 1998 1997 -------- -------- -------- -------- REVENUES: Pipeline operations $ 72 $ 71 $ 217 $ 158 Oil and gas royalties - net of excise taxes 48 61 168 175 Farm produce sales 108 1 118 8 Pasture and ranch lease rentals 29 29 89 89 -------- -------- -------- -------- Total revenues $ 257 $ 162 $ 592 $ 430 -------- -------- -------- -------- COSTS AND EXPENSES: Operating expenses $ 115 $ 47 $ 221 $ 92 Administrative and general expenses 41 40 147 143 Depreciation 30 23 79 66 Other (income) - net (16) (17) (26) (28) Taxes other than income taxes 15 12 33 31 -------- -------- -------- -------- Total costs and expenses $ 185 $ 105 $ 454 $ 304 -------- -------- -------- -------- INCOME BEFORE PROVISION FOR INCOME TAXES $ 72 $ 57 $ 138 $ 126 Provision for income taxes (Note 2) 11 18 32 41 -------- -------- -------- -------- NET INCOME $ 61 $ 39 $ 106 $ 85 ======== ======== ======== ======== NET INCOME PER SHARE (1,451,000 weighted average shares outstanding) $ .04 $ .03 $ .08 $ .06 ======== ======== ======== ======== DIVIDENDS PER SHARE None None .07 .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, 1998 (IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE DATA) (UNAUDITED) JULY 31, ASSETS 1998 --------- CURRENT ASSETS: Cash and cash equivalents $ 5 Accounts receivable 160 Refundable income taxes 26 Other 13 --------- Total current assets $ 204 PROPERTY AND EQUIPMENT - net 1,670 OTHER ASSETS 105 --------- TOTAL $ 1,979 ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 90 Dividend payable 2 Accrued taxes - other than taxes on income 20 Deferred income taxes 38 --------- Total current liabilities $ 150 --------- OTHER LIABILITIES AND CREDITS: Deferred income taxes $ 101 Unearned lease income 9 --------- Total other liabilities and credits $ 110 --------- 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 268 --------- Total shareholders' equity $ 1,719 --------- TOTAL $ 1,979 ========= 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, 1998 AND 1997 INCREASE IN CASH AND CASH EQUIVALENTS (IN THOUSANDS) (UNAUDITED) FOR THE NINE MONTHS ENDED JULY 31, ------------------ 1998 1997 -------- -------- CASH FLOW FROM OPERATING ACTIVITIES: Net income $ 106 $ 85 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 79 66 Deferred income taxes 11 15 Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable (51) 132 Inventories 138 27 Other current assets 23 41 Increase (decrease) in liabilities: Accounts payable and other (48) (91) Accrued income taxes (1) 2 Accrued taxes - other than taxes on income (8) 19 Deferred income taxes (1) - -------- -------- Net cash provided by operating activities $ 248 $ 296 -------- -------- (CONTINUED) SEVEN J STOCK FARM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 1998 AND 1997 INCREASE IN CASH AND CASH EQUIVALENTS (IN THOUSANDS) (UNAUDITED) (CONTINUED) FOR THE NINE MONTHS ENDED JULY 31, ------------------ 1998 1997 -------- -------- CASH FLOW FROM INVESTING ACTIVITIES: Expenditures for property and equipment $ (257) $ (145) Loan to individual (10) (47) Investment in Trinity Valley Pecan Co. (50) - -------- -------- Net cash used in investing activities $ (317) $ (192) -------- -------- CASH FLOW FROM FINANCING ACTIVITIES - Dividend paid $ (58) $ (58) -------- -------- NET INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS $ (127) $ 46 CASH AND CASH EQUIVALENTS - beginning of period 132 97 -------- -------- CASH AND CASH EQUIVALENTS - end of period $ 5 $ 143 ======== ======== SUPPLEMENTAL CASH FLOW DATA: Cash paid during the period for: Interest $ - $ - ======== ======== Income taxes $ 14 $ (4) ======== ======== 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 1997 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, 1998 and the results of its operations and its cash flows for the periods ended July 31, 1998 and 1997. Such adjustments consisted only of normal recurring items. The results of operations for the periods ending July 31, 1998 and 1997 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 1998 was 23.2%, 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 32.5%. The Company's effective tax rate for the year ended October 31, 1997 was 22.1%. 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, 1998 increased $59,000 or 37.3% as compared to the nine months ended July 31, 1998. The increased profitability is attributable to selling raw gas rather than processing the gas through a gas plant. Farm produce sales increased $110,000 or 1,375%. The increase is due to receiving crop insurance proceeds during this quarter due to the extreme drought conditions. The normal harvest is in the fall of the year. Operating Expenses - Expenses for the nine months ended July 31, 1998 increased $172,000 or 186.96% as compared to the nine months ended July 31, 1997. The increase in pipeline operating expenses is attributable to expenses of the new jointly owned compression and dehydration facility. Depreciation - Depreciation for the nine months ended July 31, 1998 increased $13,000 or 19.7% as compared to the nine months ended July 31, 1997. The increase is attributable to additions of property and equipment. Provision for Income Taxes - Provision for income taxes for the nine months ended July 31, 1998 decreased $9,000 as compared to the nine months ended July 31, 1997. This is due to an adjustment of the effective income tax rate. Liquidity and Capital Resources The Company generated $205,000 of cash flows from operating activities for the nine months ended July 31, 1998 which is a decrease of $91,000 or 30.7% as compared to July 31, 1997. This decrease in cash flows is primarily due to decreases in accounts receivable and accounts payable. On July 16, 1998, Seven J Stock Farm, Inc invested $50,000 for a 50% interest in Trinity Valley Pecan Co ("Trinity"), The other owner is the J. R. Parten Ranch Trust. Trinity is in the process of constructing a pecan shelling plant which will cost in excess of $550,000. Approximately two acres of land are leased by the Company to Trinity for operations. In July, 1998, Trinity entered into a loan agreement with First National Bank of Crockett, Texas covering an obligation of $554,000. The interest rate is 9.95% with maturity in 2005. Proceeds of the loan will be used for construction of the pecan shelling plant. The company and the J. R. Parten Ranch Trust have guaranteed the loan. It is anticipated that additional funds will be invested in Trinity by the Company. The Company anticipates that adequate working capital will continue to be provided from future operations. 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, 1998. 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, 1998 SEVEN J STOCK FARM, INC. (Registrant) R. F. Pratka ------------------------------------------ R. F. Pratka, Vice-President and Treasurer (Principal Financial Officer)