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.
June 30, 1996 0-2040
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THE ST. LAWRENCE SEAWAY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
INDIANA 35-1038443
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 639-5292
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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
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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 June 30, 1996
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Common Stock, $1.00 par value 393,735
<PAGE>
THE ST. LAWRENCE SEAWAY CORPORATION
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FORM 10-Q INDEX
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
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PAGE
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<S> <C>
Balance Sheets - June 30 ,1996 (UNAUDITED) and March 31, 1996..................................... 3
Statements of Income - Three months ended June 30, 1996 (UNAUDITED),
and June 30, 1995 (UNAUDITED).................................................................. 4
Statements of Cash Flows - Three months ended June 30, 1996 and
1995 (UNAUDITED)............................................................................... 5
Notes to Financial Statements - June 30 ,1996..................................................... 6
Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................................................... 7
PART II. OTHER INFORMATION....................................................................... 8
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Signatures........................................................................................ 9
</TABLE>
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<PAGE>
THE ST. LAWRENCE SEAWAY CORPORATION
BALANCE SHEETS
JUNE 30, 1996 UNAUDITED AND MARCH 31, 1996
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1996 1996
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ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,228,014 1,232,478
Interest and other receivables 964 11,104
Prepaid items 413 549
Deferred income taxes 2,962 2,014
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Total Current Assets 1,232,353 1,246,145
Land 118,913 118,913
Property and equipment 5,424 5,816
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Total Assets $ 1,356,690 1,370,874
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Payroll taxes withheld and accrued $ 656 454
Accounts payable & other 50,083 53,432
Deferred Income 5,472 8,208
Federal & state taxes payable 388 0
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Total Current Liabilities 56,599 62,094
Shareholders' equity:
Common stock, par value $1,
4,000,000 authorized, 393,735 issued
and outstanding at the respective dates 393,735 393,735
Additional paid-in capital 281,252 281,252
Retained earnings 625,104 633,793
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Total Shareholders' Equity 1,300,091 1,308,780
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Total Liabilities and Shareholders' Equity $ 1,356,690 1,370,874
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</TABLE>
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<PAGE>
THE ST. LAWRENCE SEAWAY CORPORATION
STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED
JUNE 30, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1996 1995
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<S> <C> <C>
Revenues:
Farm rentals 2,736 2,736
Interest and dividends 11,624 17,187
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Total revenues 14,360 19,923
Operating costs and expenses:
Farm related operating costs 368 368
Depreciation 392 294
General and administrative 22,878 21,209
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Total operating expenses 23,638 21,871
Income (Loss) before tax provision (9,278) (1,948)
Provision for income taxes/
(tax benefit) (589) (530)
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Net income (loss) (8,689) (1,418)
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Per share data:
Weighted average number
of common shares outstanding 393,735 393,735
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Primary earnings per share:
Income (Loss) per share ($0.02) ($0.00)
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</TABLE>
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<PAGE>
THE ST. LAWRENCE SEAWAY CORPORATION
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
JUNE 30, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1996 1995
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) (8,689) (1,418)
Adjustments to reconcile net income to
net cash from operating activities
Depreciation 392 294
(Increase) Decrease in current assets:
Interest receivable 0 0
Other receivables 10,140 0
Prepaid items 136 (384)
Deferred income tax (948) (733)
(Decrease) Increase in current liabilities:
Payroll tax & other 202 0
Accounts payable (3,349) (4,972)
Deferred income (2,736) (2,736)
Income taxes payable 388 203
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Net cash from operating activities (4,464) (9,746)
Cash flows from investing activities:
Net cash from investing activities 0 0
Cash flows from financing activities:
Net cash from financing activities 0 0
Net decrease in cash and cash equivalents (4,464) (9,746)
Cash and cash equivalents, beginning 1,232,478 1,260,870
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Cash and cash equivalents, ending $ 1,228,014 1,251,124
============= ============
Supplemental disclosures of cash flow information:
Cash paid for income taxes 0 0
Cash paid for interest expense 0 0
</TABLE>
Page 5
<PAGE>
THE ST. LAWRENECE SEAWAY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1996
(UNAUDITED)
Note A--BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and 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
for 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 month period ending June 30, 1996, are not
necessarily indicative of the results that may be expected for the fiscal year
ending March 31, 1997. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the fiscal year ended March 31, 1996.
NOTE B--RECLASSIFICATION:
The 1995 financial statements have been reclassified, where necessary, to
conform to the presentation of the 1996 financial statements.
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
modified treasury stock method. Common stock equivalents include all common
stock options and warrants outstanding during each of the periods presented.
NOTE D-- SUBSIDIARY INVESTMENT
On December 31, 1995, the Company organized a wholly-owned subsidiary (the
"Subsidiary") under the name of The St. Lawrence Seaway Fund as a Massachusetts
business trust for the purpose of investing in securities. The Company purchased
100,000 shares of beneficial interest in the trust at $10 per share on January
3, 1996. The Company intended to register the Subsidiary with the Securities and
Exchange Commission as a closed-end investment company. Subsequently, the
Company determined that because of tax considerations, such steps would not be
practical or in the best interest of the Company's shareholders and,
accordingly, as of May 31, 1996, dissolved the Subsidiary.
Page 6
<PAGE>
THE ST. LAWRENCE SEAWAY CORPORATION
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations -- Three months ended June 30, 1996 as compared to three
months ended June 30, 1995.
Interest and dividend income decreased to $11,624 in the three-months ended June
30, 1996, from $17,187 in the previous year. The decrease is a result of
slightly lower interest rates received while a portion of the Company's cash was
invested in and by the Subsidiary.
Farm rental revenue remained unchanged in the three months ended June 30, 1996.
General and administrative expenses increased slightly to $22,878 in the three
months ended June 30, 1996 from $21,209 on the three-months ended June 30, 1995.
As a result of the above items, the Company had a loss of $9,278 before taxes in
the three months ended June 30, 1996, as compared to a loss of $1,948 before
taxes in the three month ended June 30, 1995.
Liquidity and Capital Resources
At June 30, 1996, the Company had net working capital of $1,175,754, the major
portion of which was in cash and money market funds. St. Lawrence has sufficient
capital resources to continue its current business.
The Company may require the use of its assets for a purchase or partial payment
for an acquisition or in connection with another business opportunity. In
addition, St. Lawrence may incur debt of an undetermined amount to effect an
acquisition or in connection with another business opportunity. It may also
issue its securities in connection with an acquisition or other business
opportunity.
St. Lawrence does not have a formal arrangement with any bank or financial
institution with respect to the availability of financing in the future.
Page 7
<PAGE>
THE ST. LAWRENCE SEAWAY CORPORATION
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 - Not Applicable
Item 5.
Other Information - Not Applicable
Item 6.
Exhibits and Reports on form 8-K -
Item 6(a) Exhibits -
(27) Financial Data Schedule
Item 6(b) Reports on Form 8-K -
No reports on Form 8-K were required to be filed for the quarter for
which this report is filed
Page 8
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereinto duly authorized.
THE ST. LAWRENCE SEAWAY
CORPORATION
Registrant
Date: 8/12/96 /s/ Daniel L. Nir
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Daniel L. Nir
President and Treasurer
Date: 8/12/96 /s/ Jack C. Brown
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Jack C. Brown
Secretary
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Mar-31-1996
<PERIOD-END> Jun-30-1996
<CASH> 1,228,014
<SECURITIES> 0
<RECEIVABLES> 964
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,232,353
<PP&E> 5,424
<DEPRECIATION> 392
<TOTAL-ASSETS> 1,356,690
<CURRENT-LIABILITIES> 56,599
<BONDS> 0
0
0
<COMMON> 393,735
<OTHER-SE> 906,356
<TOTAL-LIABILITY-AND-EQUITY> 1,356,690
<SALES> 0
<TOTAL-REVENUES> 14,360
<CGS> 0
<TOTAL-COSTS> 23,638
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,278)
<INCOME-TAX> (589)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,689)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
