SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OF 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For Quarter Ended Commission File No.
September 30, 1995 0-2040
THE ST. LAWRENCE SEAWAY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
INDIANA 35-1038443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
818 Chamber of Commerce Building
320 N. Meridian Street
Indianapolis, Indiana 46204
- --------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 639-5292
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at September 1, 1995
Common Stock, $1.00
par value 393,735
THE ST. LAWRENCE SEAWAY CORPORATION
FORM 10-Q INDEX
PART 1. FINANCIAL INFORMATION PAGE
Comparative Financial Statements
Balance Sheets - September 30, 1995
(Unaudited) and March 31, 1995................................. 2
Statements of Income - Three months ended
September 30, 1995 (Unaudited) and
September 30, 1994 (Unaudited)................................. 3
Statements of Income - Six months ended
September 30, 1995 (Unaudited) and
September 30, 1994 (Unaudited)................................. 4
Statements of Cash Flow - Six months ended
September 30, 1995 and 1994 (Unaudited) ....................... 5
Notes to Financial Statements - September 30,
1995 (Unaudited)............................................... 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations..................................................... 7, 8
PART II. OTHER INFORMATION.................................... 9
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SIGNATURE ...................................................... 10
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THE ST. LAWRENCE SEAWAY CORPORATION
BALANCE SHEETS
SEPTEMBER 30, 1995 AND MARCH 31, 1995
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
------------------ --------------
ASSETS (Unaudited)
Current Assets:
<S> <C> <C>
Cash and cash
equivalents $ 1,254,983 $ 1,260,870
Interest receivable 1,438 2,633
Fees receivables 0 16,650
Prepaid items 8,837 8,453
Deferred income taxes 4,130 2,014
--------- -----
Total Current Assets 1,269,388 1,290,620
Fixed assets:
Land 118,913 118,913
Property & equipment 6,600 5,292
Deferred items 0 0
----- -----
Total Assets $ 1,394,901 $ 1,414,825
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Payroll taxes withheld
and accrued $ 453 $ 721
Accounts payable & other 12,322 14,930
Deferred income 2,736 8,208
Federal & state taxes payable 413 0
--- -----
Total Liabilities 15,924 23,859
Shareholders' Equity:
Common stock, $1 par value;
4,000,000 authorized, 393,735
issued & outstanding at the
respective dates 393,735 393,735
Additional paid-in capital 281,252 281,252
Retained earnings 703,990 715,979
------- --------
Total Shareholders' Equity $ 1,378,977 $ 1,390,966
--------- ---------
Total Liabilities &
Shareholders' Equity $ 1,394,901 $ 1,414,825
=========== ===========
See notes to financial statements
</TABLE>
THE ST. LAWRENCE SEAWAY CORPORATION
STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1995 September 30, 1994
<S> <C> <C>
Revenues:
Farm rentals $ 2,736 $ 2,964
Interest and dividends 16,522 12,568
Gain on Sale of Farm
Properties, net 0 0
--------- ---------
Total revenues 19,258 15,532
--------- ---------
Operating costs & expenses:
Farm related operating costs 483 382
Depreciation 359 0
General & administrative
expenses 30,161 13,013
--------- ---------
Total operating expenses 31,003 13,395
--------- ---------
Income (Loss) before income
taxes (11,745) 2,137
(Income taxes) / Tax benefit 1,173 (443)
--------- ---------
Net income (Loss) (10,572) 1,694
========= =========
Per share data:
Weighted average number
of common shares outstanding 393,735 393,735
========= =========
Earnings (loss) per common &
common equivalent shares $ (0.03) $ 0.00
========= =========
See notes to financial statements
</TABLE>
THE ST. LAWRENCE SEAWAY CORPORATION
STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1995 September 30, 1994
<S> <C> <C>
Revenues:
Farm rentals $ 5,472 $ 5,928
Interest and dividends 33,709 22,981
Gain on Sale of Farm
Properties, net 0 0
--------- ---------
Total Revenues 39,181 28,909
--------- ---------
Operating costs & expenses:
Farm related operating costs 852 857
Depreciation 653 0
General & administrative
expenses 51,369 32,818
--------- ---------
Total operating expenses 52,874 33,675
--------- ---------
Income (loss) before income
taxes (13,693) (4,766)
(Income taxes) / Tax benefit 1,703 491
--------- ---------
Net income (loss) $ (11,990) $ (4,275)
========= =========
Per share data:
Weighted average number
of common shares outstanding 393,735 393,735
========= =========
Earnings (Loss) per common
& common equivalent shares $ (0.03) $ (0.01)
========= =========
See notes to financial statements
</TABLE>
THE ST. LAWRENCE SEAWAY CORPORATION
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1995 September 30, 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ ( 11,990) $ (4,275)
Adjustments to reconcile net income to
net cash from operating activities
Depreciation 653 0
(Increase) decrease in current assets:
Interest receivable 1,195 (246)
Other receivables 16,650 0
Prepaid items (384) 1,886
Deferred income tax (2,116) (754)
(Decrease) increase in current liabilities:
Payroll tax & other (268) (1)
Accounts payable (8,080) (23,457)
Income taxes payable 413 263
----------- -----------
Net cash from operating activities $ (3,927) $ (26,584)
----------- -----------
Cash flows from investing activities:
Purchase of equipment (1,960) 0
----------- -----------
Net cash from investing activities (1,960) 0
----------- -----------
Cash flows from financing activities: ___________ ___________
Net cash from financing activities 0 0
___________ ___________
Net Increase (decrease) in cash & cash
equivalents (5,887) (26,584)
Cash and cash equivalents, beginning 1,260,870 1,310,040
----------- -----------
Cash and cash equivalents, ending $ 1,254,983 $ 1,283,456
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for income taxes 0 500
Cash paid for interest expense 0 0
See notes to financial statements
</TABLE>
THE ST. LAWRENCE SEAWAY CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1995
NOTE A--BASIS OF PRESENTATION
1. The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six month periods ending September
30, 1995, are not necessarily indicative of the results that may be expected for
the fiscal year ending March 31, 1996. For further information, refer to the
financial statements and footnotes thereto included in the Registrant Company's
annual report on Form 10-K for the fiscal year ended March 31, 1995.
NOTE B--RECLASSIFICATION
The 1994 financial statements have been reclassified to conform to the format of
the 1995 presentation.
NOTE C--EARNINGS PER SHARE
Primary earnings per share are computed using the weighted average number of
shares of common stock and common stock equivalents outstanding under the
treasury stock method.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Three Months ended September 30, 1995 compared to Three
Months ended September 30, 1994.
Interest and dividend income increased to $16,522 in the three months
ended September 30, 1995 from $12,568 in the three months ended September 30,
1994. This increase is a result of increasing rates of interest earned on
available cash investments during the three months ended September 30, 1995 as
compared to the three months ended September 30, 1994.
Farm rental revenues decreased slightly to $2,736 in the three months
ended September 30, 1995 from $2,964 in the three months ended September 30,
1994 due to a $5/acre rent concession in the Schleman Farm Lease given in
consideration of the uncertainty of crop yields due to abnormally inclement
weather. Farm related operating costs and expenses increased slightly to $483
from $382 due to cost increases in the market place.
General and administrative expenses increased to $30,161 in the three
months ended September 30, 1995 from $13,013 in the three months ended September
30, 1994. This increase is primarily the result of a change in the annual
meeting date (which caused expenses of such meeting to be recognized in an
earlier quarter) and increased legal fees.
As a result of the above items, the Company incurred a loss before
provision for income taxes of $11,745 in the three months ended September 30,
1995 as compared to a gain before provision for income taxes of $2,137 in the
comparable period a year ago.
Federal and state income tax benefits of $1,173 were applicable in the
three months ended September 30, 1995 as compared to federal and state income
tax expenses of $443 in the three months ended September 30, 1994.
Results of Operations - Six months ended September 30, 1995, compared to six
months ended September 30, 1994.
Interest and dividend income increased to $33,709 in the six months
ended September 30, 1995, from $22,981 in the same period ended September 30,
1994. This increase is a result of increasing rates of interest earned on
available cash investments.
Farm rental revenues are less in the current six month period ended
September 30, 1995 as compared to the six month period ended September 30, 1994
due to a $5/acre rent concession in the Schleman Farm Lease given in
consideration of the uncertainty of crop yields due to abnormally inclement
weather. Farm related operating costs and expenses are comparable for the six
months ended September 30, 1995 and September 30, 1994.
General and administrative expenses increased to $51,369 in the six
months ended September 30, 1995 from $32,818 in the six months ended September
30, 1994. This increase is primarily the result of a change in the annual
meeting date (which caused expenses of such meeting to be recognized in an
earlier quarter) and increased legal fees.
As a result of the above items the Company incurred a loss before
provision for income taxes of $13,693 in the six months ended September 30, 1995
as compared to a loss before provision for income taxes of $4,766 in the
comparable period a year ago.
Federal and state income tax benefits of $1,703 were applicable in the
six months ended September 30, 1995 as compared to federal and state income
benefits of $491 that were applicable in the six months ended September 30,
1994.
Liquidity and Capital Resources
At September 30, 1995, the Company had net working capital of
$1,253,464 the major portion of which was in cash and cash equivalents. St.
Lawrence has sufficient capital resources to continue its current business
activities.
The Company is currently conducting a program of exploring varied
acquisition opportunities and may require the use of its assets for a purchase
or partial payment for an acquisition or other opportunity. In addition, it may
become necessary for St. Lawrence to incur debt of an undetermined amount to
effect a purchase or merger. The Company may also issue shares of its Common
Stock to effect an acquisition or merger
St. Lawrence does not have a formal arrangement with any bank or
financial institution with respect to the availability of financing in the
future.
PART II. OTHER INFORMATION
Item 1 - Legal Proceeding - Not Applicable
Item 2 - Changes in Securities - Not Applicable
Item 3 - Defaults upon Senior Securities - Not Applicable
Item 4 - Submission of Matters to a Vote of Security Holders - At the
Company's annual meeting held on September 28, 1995, the Company's
stockholders approved the election of four directors: Jack C. Brown,
Joel M. Greenblatt, Daniel L. Nir and Edward B. Grier III.
Item 5 - Other Information - Not Applicable
Item 6 - Exhibits and Reports on Form 8-K -
A) Exhibits - None
B) Reports on Form 8-K - No Form 8-K Reports were required to
be filed during the quarter ended September 30, 1995.
SIGNATURE
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.
THE ST. LAWRENCE SEAWAY CORPORATION
Registrant
Date: 11/13/95 /s/ Daniel L. Nir
Daniel L. Nir
President and Treasurer
(Chief Financial Officer)
Date: 11/13/95 /s/ Jack C. Brown
Jack C. Brown
Secretary
