FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) For the quarterly period ended APRIL 30, 2004 |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from ____ to ____ Commission File No. 002-96666 Canal Capital Corporation and Subsidiaries (Exact name of registrant as specified in its charter) Delaware 51-0102492 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 490 Wheeler Road, Hauppauge, NY 11788 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (631) 234-0140 717 Fifth Avenue, New York, NY Former name, former address and former fiscal year, if changed since last report. 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 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 |_| Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of the latest practical date: Title of each class Shares outstanding at MAY 31, 2004 Common stock, $0.01 par value 4,326,929 (This document contains 43 pages) CANAL CAPITAL CORPORATION AND SUBSIDIARIES FORM 10-Q APRIL 30, 2004 INDEX The following documents are filed as part of this report: Accountants' Review Report ................................................ 3 Part I - Financial Information ........................................... 4 Item I. Condensed Financial Statements: Consolidated Balance Sheets - April 30, 2004 and October 31, 2003 ............................................... 5 Statements of Consolidated Operations and Comprehensive (Loss) Income for the Six and Three Month Periods ended April 30, 2004 and 2003 ........................ 7 Statements of Consolidated Changes in Stockholders' Equity for the Six Month and One Year Periods ended April 30, 2004 and October 31, 2003 ................................................. 11 Statements of Consolidated Cash Flows for the Six Month Periods ended April 30, 2004 and 2003 ............................................................... 12 Notes to Consolidated Financial Statements ........................... 13 Item II. Management's Discussion and Analysis of Financial Condition ............................................. 26 Liquidity and Capital Resources ...................................... 32 Other Factors ........................................................ 34 Item III. Quantitative and Qualitative Disclosures About Market Risk ............................................... 34 Item IV. Controls and Procedures ......................................... 35 Part II - Other Information ............................................... 36 Items 1 through 6 .................................................... 37 Signatures and Certifications ........................................ 38 2 ACCOUNTANTS' REVIEW REPORT To the Stockholders of Canal Capital Corporation: We have reviewed the consolidated balance sheet of Canal Capital Corporation and subsidiaries as of April 30, 2004, the related consolidated statements of operations and comprehensive (loss) income for the six and three month period ended April 30, 2004 and the consolidated statements of changes in stockholders' equity and cash flows for the six month period ended April 30, 2004. These consolidated financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements for them to be in conformity with generally accepted accounting principles. The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations in eight of the last ten years and is obligated to continue making substantial annual contributions to its defined benefit pension plan. All of these matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. New York, N.Y. /S/ Todman & Co., CPA's,P.C. June 10, 2004 ----------------------------------- TODMAN & CO., CPA's, P.C. Certified Public Accountants (N.Y.) 3 PART I FINANCIAL INFORMATION 4 CANAL CAPITAL CORPORATION & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS APRIL 30, 2004 AND OCTOBER 31, 2003 APRIL 30, OCTOBER 31, 2004 2003 (UNAUDITED) (AUDITED) ----------- ----------- ASSETS: CURRENT ASSETS: CASH AND CASH EQUIVALENTS $ 19,149 $ 14,191 NOTES AND ACCOUNTS RECEIVABLE, NET OF AN ALLOWANCE FOR DOUBTFUL ACCOUNTS OF $ZERO AT BOTH APRIL 30, 2004 AND OCTOBER 31, 2003, 90,462 131,836 ART INVENTORY, NET OF A VALUATION ALLOWANCE OF $1,157,400 AND $1,157,400 AT APRIL 30, 2004 AND OCTOBER 31, 2003, RESPECTIVELY 250,000 250,000 STOCKYARDS INVENTORY 10,908 11,412 PREPAID EXPENSES 100,461 69,168 ---------- ---------- TOTAL CURRENT ASSETS 470,980 476,607 ---------- ---------- NON-CURRENT ASSETS: PROPERTY ON OPERATING LEASES, NET OF ACCUMULATED DEPRECIATION OF $1,263,561 AND $1,199,723 AT APRIL 30, 2004 AND OCTOBER 31, 2003, RESPECTIVELY 2,794,391 2,874,457 ---------- ---------- PROPERTY USED IN STOCKYARD OPERATIONS, NET OF ACCUMULATED DEPRECIATION OF $140,313 AND $130,041 AT APRIL 30, 2004 AND OCTOBER 31, 2003, RESPECTIVELY 1,125,784 1,136,056 ---------- ---------- ART INVENTORY NON-CURRENT, NET OF A VALUATION ALLOWANCE OF $589,650 AND $617,350 AT APRIL 30, 2004 AND OCTOBER 31, 2003, RESPECTIVELY 449,838 459,671 ---------- ---------- OTHER ASSETS: PROPERTY HELD FOR DEVELOPMENT OR RESALE 879,479 899,679 RESTRICTED CASH - TRANSIT INSURANCE 75,777 58,729 DEFERRED LEASING AND FINANCING COSTS 14,478 16,006 DEPOSITS AND OTHER 121,020 221,031 ---------- ---------- 1,090,754 1,195,445 ---------- ---------- $5,931,747 $6,142,236 ========== ========== 5 CANAL CAPITAL CORPORATION & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS APRIL 30, 2004 AND OCTOBER 31, 2003 APRIL 30, OCTOBER 31, 2004 2003 (UNAUDITED) (AUDITED) ------------ ------------ LIABILITIES & STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 734,341 $ 755,110 INCOME TAXES PAYABLE 2,972 10,000 ------------ ------------ TOTAL CURRENT LIABILITIES 737,313 765,110 ------------ ------------ NON-CURRENT LIABILITIES: LONG-TERM PENSION LIABILITY 831,450 907,573 REAL ESTATE TAXES PAYABLE 315,703 300,000 ------------ ------------ TOTAL NON-CURRENT LIABILITIES 1,147,153 1,207,573 ------------ ------------ LONG-TERM DEBT, RELATED PARTY 2,767,000 2,767,000 ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: PREFERRED STOCK, $0.01 PAR VALUE: 10,000,000 SHARES AUTHORIZED; 5,443,979 AND 5,443,979 SHARES ISSUED AND OUTSTANDING AT APRIL 30, 2004 AND OCTOBER 31, 2003, RESPECTIVELY AND AGGREGATE LIQUIDATION PREFERENCE OF $10 PER SHARE FOR $ 54,439,790 AND $54,439,790 AT APRIL 30, 2004 AND OCTOBER 31, 2003, RESPECTIVELY 54,440 54,440 COMMON STOCK, $0.01 PAR VALUE: 10,000,000 SHARES AUTHORIZED; 5,313,794 SHARES ISSUED AND 4,326,929 SHARES OUT- STANDING AT APRIL 30, 2004 AND OCTOBER 31, 2003, RESPECTIVELY 53,138 53,138 ADDITIONAL PAID-IN CAPITAL 28,063,997 28,018,997 ACCUMULATED DEFICIT (13,572,206) (13,404,934) 986,865 SHARES OF COMMON STOCK HELD IN TREASURY, AT COST (11,003,545) (11,003,545) COMPREHENSIVE INCOME: PENSION VALUATION RESERVE (2,315,543) (2,315,543) ------------ ------------ 1,280,281 1,402,553 ------------ ------------ $ 5,931,747 $ 6,142,236 ============ ============ 6 CANAL CAPITAL CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED APRIL 30, 2004 AND 2003 2004 2003 (UNAUDITED) (UNAUDITED) ----------- ----------- STOCKYARD OPERATIONS: STOCKYARD REVENUES: YARD HANDLING AND AUCTION $1,595,655 $1,801,636 FEED AND BEDDING INCOME 88,199 111,350 RENTAL INCOME 2,336 1,868 OTHER INCOME 68,732 86,202 ---------- ---------- 1,754,922 2,001,056 ---------- ---------- STOCKYARD EXPENSES: LABOR AND RELATED COSTS 677,057 689,921 OTHER OPERATING AND MAINTENANCE 400,160 377,101 FEED AND BEDDING EXPENSE 71,051 94,676 DEPRECIATION AND AMORTIZATION 10,272 10,531 TAXES OTHER THAN INCOME TAXES 86,950 91,149 GENERAL AND ADMINISTRATIVE 189,363 223,119 ---------- ---------- 1,434,853 1,486,497 ---------- ---------- INCOME FROM STOCKYARD OPERATIONS 320,069 514,559 ---------- ---------- REAL ESTATE OPERATIONS: REAL ESTATE REVENUES: SALE OF REAL ESTATE 132,905 369,500 EXCHANGE BUILDING RENTAL INCOME 206,780 229,481 OUTSIDE REAL ESTATE RENT 278,905 249,476 OTHER INCOME 500 130 ---------- ---------- 619,090 848,587 ---------- ---------- REAL ESTATE EXPENSES: COST OF REAL ESTATE SOLD 68,814 243,389 LABOR, OPERATING AND MAINTENANCE 162,530 232,883 DEPRECIATION AND AMORTIZATION 65,501 63,314 TAXES OTHER THAN INCOME TAXES 75,000 74,400 GENERAL AND ADMINISTRATIVE 26,526 24,223 ---------- ---------- 398,371 638,209 ---------- ---------- INCOME FROM REAL ESTATE OPERATIONS 220,719 210,378 ---------- ---------- 7 CANAL CAPITAL CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED APRIL 30, 2004 AND 2003 Continued ... 2004 2003 (UNAUDITED) (UNAUDITED) ----------- ------------ GENERAL AND ADMINISTRATIVE EXPENSE (422,102) (430,537) ----------- ----------- INCOME FROM OPERATIONS 118,686 294,400 ----------- ----------- OTHER (EXPENSE) INCOME: INTEREST & OTHER INCOME 37 128 INTEREST EXPENSE (138,508) (133,350) (LOSS) INCOME FROM ART SALES (1,190) 27,566 REALIZED GAIN (LOSS) ON INVESTMENTS 0 0 OTHER EXPENSE (101,297) 0 ----------- ----------- (240,958) (105,656) ----------- ----------- (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (122,272) 188,744 PROVISION FOR INCOME TAXES 0 0 ----------- ----------- NET (LOSS) INCOME (122,272) 188,744 OTHER COMPREHENSIVE (LOSS) INCOME: MINIMUM PENSION LIABILITY ADJUSTMENT 0 0 ----------- ----------- COMPREHENSIVE (LOSS) INCOME $ (122,272) $ 188,744 =========== =========== (LOSS) INCOME PER COMMON SHARE - BASIC AND DILUTED $ (0.04) $ 0.02 =========== =========== AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED 4,327,000 4,327,000 =========== =========== 8 CANAL CAPITAL CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED APRIL 30, 2004 AND 2003 2004 2003 (UNAUDITED) (UNAUDITED) ----------- ----------- STOCKYARD OPERATIONS: STOCKYARD REVENUES: YARD HANDLING AND AUCTION $807,960 $799,725 FEED AND BEDDING INCOME 45,047 48,462 RENTAL INCOME 835 844 OTHER INCOME 36,018 50,294 -------- -------- 889,860 899,325 -------- -------- STOCKYARD EXPENSES: LABOR AND RELATED COSTS 334,105 324,704 OTHER OPERATING AND MAINTENANCE 201,898 184,291 FEED AND BEDDING EXPENSE 36,408 40,817 DEPRECIATION AND AMORTIZATION 5,136 5,265 TAXES OTHER THAN INCOME TAXES 43,822 44,261 GENERAL AND ADMINISTRATIVE 97,613 104,440 -------- -------- 718,982 703,778 -------- -------- INCOME FROM STOCKYARD OPERATIONS 170,878 195,547 -------- -------- REAL ESTATE OPERATIONS: REAL ESTATE REVENUES: SALE OF REAL ESTATE 74,032 252,500 EXCHANGE BUILDING RENTAL INCOME 104,455 113,475 OUTSIDE REAL ESTATE RENT 151,304 125,776 OTHER INCOME 500 130 -------- -------- 330,291 491,881 -------- -------- REAL ESTATE EXPENSES: COST OF REAL ESTATE SOLD 30,432 187,842 LABOR, OPERATING AND MAINTENANCE 74,153 127,673 DEPRECIATION AND AMORTIZATION 32,951 30,995 TAXES OTHER THAN INCOME TAXES 37,500 37,200 GENERAL AND ADMINISTRATIVE 13,532 11,940 -------- -------- 188,568 395,650 -------- -------- INCOME FROM REAL ESTATE OPERATIONS 141,723 96,231 -------- -------- 9 CANAL CAPITAL CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED APRIL 30, 2004 AND 2003 Continued ... 2004 2003 (UNAUDITED) (UNAUDITED) ----------- ----------- GENERAL AND ADMINISTRATIVE EXPENSE (217,885) (216,803) ----------- ----------- (LOSS)INCOME FROM OPERATIONS 94,716 74,975 ----------- ----------- OTHER (EXPENSE) INCOME: INTEREST & OTHER INCOME 21 56 INTEREST EXPENSE (69,175) (66,675) (LOSS) FROM ART SALES (5,792) (5,157) REALIZED GAIN (LOSS) ON INVESTMENTS 0 0 OTHER EXPENSE (101,297) 0 ----------- ----------- (176,243) (71,776) ----------- ----------- (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (81,527) 3,199 PROVISION FOR INCOME TAXES 0 0 ----------- ----------- NET (LOSS) INCOME (81,527) 3,199 OTHER COMPREHENSIVE (LOSS) INCOME: MINIMUM PENSION LIABILITY ADJUSTMENT 0 0 ----------- ----------- COMPREHENSIVE (LOSS) INCOME $ (81,527) $ 3,199 =========== =========== (LOSS) PER COMMON SHARE - BASIC AND DILUTED $ (0.02) $ (0.01) =========== =========== AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED 4,327,000 4,327,000 =========== =========== 10 CANAL CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEAR ENDED OCTOBER 31, 2003 (AUDITED) AND FOR THE SIX MONTHS ENDED APRIL 30, 2004 (UNAUDITED) COMMON STOCK PREFERRED STOCK NUMBER NUMBER OF OF SHARES AMOUNT SHARES AMOUNT BALANCE, OCTOBER 31, 2002 5,313,794 $53,138 5,647,993 $ 56,480 NET (LOSS) 0 0 0 0 PREFERRED STOCK REPURCHASE 0 0 (992,255) (9,922) PREFERRED STOCK DIVIDEND 0 0 788,241 7,882 MINIMUM PEN. LIAB. ADJ 0 0 0 0 -------------------- ----------------------- BALANCE, OCTOBER 31, 2003 5,313,794 $53,138 5,443,979 $ 54,440 NET (LOSS) 0 0 0 0 PREFERRED STOCK REPURCHASE 0 0 0 0 PREFERRED STOCK DIVIDEND 0 0 0 0 MINIMUM PEN. LIAB. ADJ 0 0 0 0 -------------------- ----------------------- BALANCE, APRIL 30, 2004 5,313,794 $53,138 5,443,979 $ 54,440 ==================== ======================= ADDITIONAL TREASURY PAID-IN ACCUMULATED COMPREHENSIVE STOCK, CAPITAL DEFICIT (LOSS) INCOME AT COST BALANCE, OCTOBER 31, 2002 $ 27,958,498 ($12,709,864) ($2,375,399) ($11,003,545) NET (LOSS) 0 (537,341) 0 0 PREFERRED STOCK REPURCHASE (89,303) 0 0 0 PREFERRED STOCK DIVIDEND 149,802 (157,729) 0 0 MINIMUM PEN. LIAB. ADJ 0 0 59,856 0 ------------ ------------ ----------- ------------ BALANCE, OCTOBER 31, 2003 $ 28,018,997 ($13,404,934) ($2,315,543) ($11,003,545) NET (LOSS) 0 (122,272) 0 0 PREFERRED STOCK REPURCHASE 0 0 0 0 PREFERRED STOCK DIVIDEND 45,000 (45,000) 0 0 MINIMUM PEN. LIAB. ADJ 0 0 0 0 ------------ ------------ ----------- ------------ BALANCE, APRIL 30, 2004 $ 28,063,997 ($13,572,206) ($2,315,543) ($11,003,545) ============ ============ =========== ============ 11 CANAL CAPITAL CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED APRIL 30, 2004 AND 2003 (UNAUDITED) 2004 2003 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: NET (LOSS) INCOME $(122,272) $ 188,744 --------- --------- ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: DEPRECIATION AND AMORTIZATION 84,900 80,193 GAIN ON SALES OF REAL ESTATE (64,091) (126,111) VALUATION RESERVE ART INVENTORY (27,700) 0 CHANGES IN ASSETS AND LIABILITIES: NOTES AND ACCOUNTS RECEIVABLES, NET 41,374 2,851 ART INVENTORY, NET 9,833 63,500 PREPAID EXPENSES AND OTHER, NET (34,534) (177,756) PAYABLES AND ACCRUED EXPENSES, NET (27,797) (434,729) --------- --------- NET CASH (USED) BY OPERATING ACTIVITIES (140,287) (403,308) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: PROCEEDS FROM SALES OF REAL ESTATE 132,905 369,500 PROCEEDS FROM SALES OF ART 20,000 102,500 CAPITAL EXPENDITURES (7,660) (199,167) --------- --------- NET CASH PROVIDED BY INVESTING ACTIVITIES 145,245 272,833 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: PROCEEDS FROM LONG-TERM DEBT-RELATED PARTIES 0 0 REPAYMENT OF SHORT-TERM BORROWINGS 0 0 REPAYMENT OF LONG-TERM DEBT OBLIGATIONS 0 0 --------- --------- NET CASH (USED) BY FINANCING ACTIVITIES 0 0 --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,958 (130,475) CASH AND CASH EQUIVALENTS AT BEGN OF YEAR 14,191 139,057 --------- --------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 19,149 $ 8,582 ========= ========= NOTE: CANAL MADE FEDERAL AND STATE INCOME TAX PAYMENTS OF $7,000 AND $16,000 AND INTEREST PAYMENTS OF $139,000 AND $133,000 IN THE SIX MONTH PERIODS ENDED APRIL 30, 2004 AND 2003, RESPECTIVELY. 12 CANAL CAPITAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED APRIL 30, 2004 (UNAUDITED) 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Canal Capital Corporation ("Canal"), incorporated in the state of Delaware in 1964, commenced business operations through a predecessor in 1936. Canal is engaged in two distinct businesses - stockyard and real estate operations. Stockyard Operations - As a result of an August 1, 1999 asset purchase agreement, Canal now operates two central public stockyards located in St. Joseph, Missouri and Sioux Falls, South Dakota (collectively the "Stockyards"). Public stockyards act much like a securities exchange, providing markets for all categories of livestock and fulfilling the economic functions of assembly, grading, and price discovery. The livestock handled by the Company's stockyards include cattle, hogs, and sheep. Cattle and hogs may come through the stockyard facilities at two different stages, either as feeder livestock or slaughter livestock. The Company's stockyards provide all services and facilities required to operate an independent market for the sale of livestock, including veterinary facilities, auction arenas, auctioneers, weigh masters and scales, feed and bedding, and security personnel. In addition, the stockyards provide other services including pure bred and other specialty sales for producer organizations. The Company promotes its stockyard business through public relations efforts, advertising, and personal solicitation of producers. Actual marketing transactions at a stockyard are managed for livestock producers by market agencies and independent commission sales people to which the livestock are consigned for sale. These market agencies (some of which are owned and operated by the Company) and independent sales people receive commissions from the seller upon settlement of a transaction and the stockyard receives a yardage fee on all livestock using the facility which is paid within twenty-four hours of the sale. Yardage fees vary depending upon the type of animal, the extent of services provided by the stockyard, and local competition. Yardage revenues are not directly dependent upon market prices, but rather are a function of the volume of livestock handled. In general, stockyard livestock volume is dependent upon conditions affecting livestock production and upon the market agencies and independent commission sales people which operate at the stockyards. Stockyard operations are seasonal, with greater volume generally experienced during the first and fourth quarters of each fiscal year, during which periods livestock is generally brought to market. Virtually all of the volume at Canal's Sioux Falls stockyards is handled through market agencies and independent commission sales people, while the St. Joseph stockyards has solicitation operations of its own which 13 account for approximately 50% of its livestock volume annually. Canal intends to continue its soliciting efforts at its St. Joseph stockyards in fiscal 2004. Further, Canal tries to balance its dependence on market agencies and independent commission sales people in various ways, including: developing solicitation operations of its own; direct public relations; advertising and personal solicitation of producers on behalf of the stockyards; providing additional services at the stockyards to attract sellers and buyers; and providing incentives to market agencies and independent commission sales people for increased business. Real Estate Operations - Canal's real estate properties located in five Midwest states are primarily associated with its current and former agribusiness related operations. Each property is adjacent to a stockyards operation (two of which are operated by the company) and consist, for the most part, of an Exchange Building (commercial office space), land and structures leased to third parties (meat packing facilities, rail car repair shops, truck stops, lumber yards and various other commercial and retail businesses) as well as vacant land available for development or resale. Its principal real estate operating revenues are derived from rental income from its Exchange Buildings, lease income from land and structures leased to various commercial and retail enterprises and proceeds from the sale of real estate properties. In addition to selling what was excess stockyard property, the company entertains any offers to purchase, develop and restructure real estate lots surrounding its existing operating lease properties, stockyard operating properties and properties held for development or resale in order to enhance the value of the existing properties and surrounding real estate. While the Company is currently operating as a going concern, certain significant factors raise substantial doubt about the Company's ability to continue as a going concern. The Company has suffered recurring losses from operations in eight of the last ten years and is obligated to continue making substantial annual contributions to its defined benefit pension plan. The financial statements do not include any adjustments that might result from the resolution of these uncertainties. Additionally, the accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Canal continues to closely monitor and reduce where possible its operating expenses and plans to continue its program to develop or sell the property it holds for development or resale as well as to reduce the level of its art inventories to enhance current cash flows. Management believes that its income from operations combined with its cost cutting program and planned reduction of its art inventory will enable it to finance its current business activities. There can, however, be no assurance that Canal will be able to effectuate its planned art inventory reductions or that its income from operations combined with its cost cutting program in itself will be sufficient to fund operating cash requirements. 14 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A) Principles of Consolidation -- The consolidated financial statements include the accounts of Canal Capital Corporation ("Canal") and its wholly-owned subsidiaries ("the Company"). All material intercompany balances and transactions have been eliminated in consolidation. B) Investments in Joint Ventures -- Investments in which ownership interest range from 20% to 50% or less owned joint ventures are accounted for under the equity method. These joint ventures are not, in the aggregate, material in relation to the financial position or results of operations of Canal. The carrying amount of such investments was $111,000 at both April 30, 2004 and October 31, 2003, and is included in other assets. The operating results of joint ventures accounted for on the equity method, for the six month periods ended April 30, 2004 and 2003 were not material to financial statement presentation and were therefore included in other income from real estate operations. C) Deferred Leasing and Financing Costs -- Costs incurred in obtaining new leases and long-term financing are deferred and amortized over the terms of the related leases or debt agreements, as applicable. D) Properties and Related Depreciation -- Properties are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the properties. Such lives are estimated from 35 to 40 years for buildings and from 5 to 20 years for improvements and equipment. Property held for Development or Resale -- Property held for development or resale consist of approximately 70 acres located in the midwest of undeveloped land not currently utilized for corporate purposes nor included in any of the present operating leases. The Company constantly evaluates proposals received for the purchase, leasing or development of this asset. The land is valued at cost which does not exceed the net realizable value. Long-Lived Assets - The Company reviews the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the assets to the estimated future cash flows expected to result from the use of the asset. The measurement of the loss, if any, will be calculated as the amount by which the carrying amount of the asset exceeds the fair value of the asset. E) Expenditures for maintenance and repairs are charged to operations as incurred. Significant renewals and betterments are capitalized. When properties are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in current income. 15 F) Art Inventory Held for Sale - Inventory of art is valued at the lower of cost, including direct acquisition and restoration expenses, or net realizable value on a specific identification basis. Net realizable value is determined in part by independent appraisal. Independent appraisals covered approximately 31% and 22% of the inventory value at October 31, 2003 and 2002, respectively. The remaining 69% and 78% at October 31, 2003 and 2002, respectively was estimated by management based in part on the independent appraisals done. However, because of the nature of art inventory, such determination is very subjective and, therefore, the estimated values could differ significantly from the amount ultimately realized. The cost of art is generally specified on the purchase invoice. When individual art is purchased as part of a group or collection of art, cost is allocated to individual pieces by management using the information available to it. A significant portion of the art inventory remains in inventory longer than a year. Consequently, for financial statement purposes, Canal has classified a portion of its inventory as non-current assets. Antiquities and contemporary art represented 27% ($189,122) and 73% ($510,716) and 27% ($189,122) and 73% ($520,549) of total art inventory at April 30, 2004 and 2003, respectively. Substantially all of the contemporary art inventory held for resale is comprised of the work of Jules Olitski. G) Income Taxes -- Canal and its subsidiaries file a consolidated Federal income tax return. The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities. H) Stockyard Inventory - Inventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out method. I) Accounting Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. J) Revenue Recognition -- Lease and rental revenues are recognized ratably over the period covered. All real estate leases are accounted for as operating leases. Revenues from real estate sales are recognized generally when title to the property passes. Revenues from stockyard operations which consist primarily of yardage fees (a standard per head charge for each animal sold through the stockyards) and sale of feed and bedding are recognized at the time the service is rendered or the feed and bedding are delivered. 16 Other Income (Expense) Items -- Art sales are recognized using the specific identification method, when the piece is shipped to the purchaser. Art owned by Canal which is on consignment, joint venture, or being examined in contemplation of sale is not removed from inventory and not recorded as a sale until notice of sale or acceptance has been received. The sale of investments available for sale, if any, are recognized, on a specific identification method, on a trade date basis. K) Statements of Cash Flows -- The company considers all short-term investments with a maturity of three months or less to be cash equivalents. Cash equivalents primarily include bank, broker and time deposits with an original maturity of less than three months. These investments are carried at cost, which approximates market value. Canal made federal and state income tax payments of $7,000 and $16,000 and interest payments of $139,000 and $133,000 for the six month periods ended April 30, 2004 and 2003, respectively. L) Comprehensive Income -- The Company's only adjustments for each classification of the comprehensive income was for minimum pension liability. M) Earnings (Loss) Per Share -- Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common shares by the weighted average of common shares outstanding during the period. Diluted earnings (loss) per share adjusts basic earnings (loss) per share for the effects of convertible securities, stock options and other potentially dilutive financial instruments, only in the period in which such effect is dilutive. There were no dilutive securities in any of the periods presented herein. The shares issuable upon the exercise of stock options are excluded from the calculation of net income (loss) per share as their effect would be antidilutive. N) Reclassification -- Certain prior year amounts have been reclassified to conform to the current year presentation. O) Recent Accounting Pronouncements -- In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit and Disposal Activities. SFAS No. 146 nullifies Emerging Issues Task Force ("EITF") issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). Under EITF issue 94-3, a liability for an exit cost is recognized at the date of an entity's commitment to an exit plan. Under SFAS No. 146, the liabilities associated with an exit or disposal activity will be measured at fair value and recognized when the liability is incurred and meets the definition of a liability in the FASB's conceptual framework. This statement is effective for exit or disposal activities initiated after December 31, 2002. We believe the adoption of SFAS No. 146 will not have a material impact on our financial statements. In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the 17 issuer and have characteristics of both liabilities and equity. The provisions of SFAS No. 150 are effective for all financial instruments created or modified after May 31, 2003, and otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 will not have a material impact on our consolidated financial statements. In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities, and interpretation of Accounting Research Bulletin No. 51 ("FIN 46"). FIN 46 requires the consolidation of variable interest entities in which an enterprise absorbs a majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Currently, entities are generally consolidated by an enterprise that has a controlling financial interest through ownership of a majority of the voting interest in the entity. We will adopt FIN 46 as of January 31, 2004. The adoption of FIN 46 will not have a material impact on our consolidated financial statements. 3. INTERIM FINANCIAL STATEMENTS The interim consolidated financial statements included herein have been prepared by Canal without audit. In the opinion of Management, the accompanying unaudited financial statements of Canal contain all adjustments necessary to present fairly its financial position as of April 30, 2004 and the results of its operations and its cash flows for the six month period ended April 30, 2004. All of the above referenced adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These financial statements should be read in conjunction with the consolidated financial statements for the three years ended October 31, 2003 and the notes thereto which are contained in Canal's 2003 Annual Report on Form 10-K. The results of operations for the period presented is not necessarily indicative of the results to be expected for the remainder of fiscal 2004. 4. STOCKYARD OPERATIONS As a result of an August 1, 1999 asset purchase agreement, Canal now operates two central public stockyards located in St. Joseph, Missouri and Sioux Falls, South Dakota (collectively the "Stockyards"). Public stockyards act much like a securities exchange, providing markets for all categories of livestock and fulfilling the economic functions of assembly, grading and price discovery. The livestock handled by the stockyards include cattle, hogs and sheep. Cattle and hogs may come through the stockyard facilities at two different stages, either as feeder livestock or slaughter livestock. 18 The Company's stockyards provide all services and facilities required to operate an independent market for the sale of livestock, including veterinary facilities, auction arenas, auctioneers, weigh masters and scales, feed and bedding, and security personnel. In addition, the stockyards provide other services including pure bred and other specialty sales for producer organizations. The Company promotes its stockyard business through public relations efforts, advertising, and personal solicitation of producers. Actual marketing transactions at a stockyard are managed for livestock producers by market agencies and independent commission sales people to which the livestock are consigned for sale. These market agencies (some of which are owned and operated by the Company) and independent sales people receive commissions from the seller upon settlement of a transaction and the stockyard receives a yardage fee on all livestock using the facility which is paid within twenty-four hours of the sale. Yardage fees vary depending on the type of animal, the extent of services provided by the stockyard, and local competition. Yardage revenues are not directly dependent upon market prices, but rather are a function of the volume of livestock handled. In general, stockyard livestock volume is dependent upon conditions affecting livestock production and upon the market agencies and independent commission sales people which operate at the stockyards. Stockyard operations are seasonal, with greater volume generally experienced during the first and fourth quarters of each fiscal year, during which periods livestock is generally brought to market. As discussed above, virtually all of the volume at Canal's Sioux Falls stockyards is handled through market agencies or independent commission sales people, while the St. Joseph stockyards has solicitation operations of its own which accounts for approximately 50% of its livestock volume annually. Canal intends to continue its soliciting efforts at its St. Joseph stockyards in fiscal 2004. Further, Canal tries to balance its dependence on market agencies and independent commission sales people in various ways, including developing solicitation operations of its own; direct public relations advertising and personal solicitation of producers on behalf of the stockyards; providing additional services at the stockyards to attract sellers and buyers; and providing incentives to market agencies and independent commission sales people for increased business. Canal maintains an inventory of feed and bedding which is comprised primarily of hay, corn and straw. The value of this inventory was $11,000 at both April 30, 2004 and October 31, 2003, respectively. Stockyard operations resulted in operating income of $320,000 and $515,000 for the six month periods ended April 30, 2004 and 2003, respectively. Additionally, stockyard operations contributed $1,755,000 and $2,001,000 to Canal's revenues for the six month periods ended April 30, 2004 and 2003, respectively. 19 5. REAL ESTATE OPERATIONS Canal's real estate properties located in five Midwest states are primarily associated with its current and former agribusiness related operations. Each property is adjacent to a stockyards operation (two of which are operated by the Company) and consist, for the most part, of an Exchange Building (commercial office space), land and structures leased to third parties (meat packing facilities, railcar repair shops, lumber yards and various other commercial and retail businesses) as well as vacant land available for development or resale. Its principal real estate operating revenues are derived from rental income from its Exchange Buildings, lease income from land and structures leased to various commercial and retail enterprises and proceeds from the sale of real estate properties. Real estate operations resulted in operating income of $221,000 and $210,000 for the six month periods ended April 30, 2004 and 2003, respectively. Additionally, real estate operations contributed $619,000 and $849,000 to Canal's revenues for the six month periods ended April 30, 2004 and 2003, respectively. As of April 30, 2004, there are approximately 70 acres of undeveloped land owned by Canal adjacent to its stockyard properties. In addition to selling what was excess stockyard property, the company entertains any offers to purchase, develop and restructure real estate lots surrounding its existing operating lease properties, stockyard operating properties and properties held for development or resale in order to enhance the value of the existing properties and surrounding real estate. 6. ART INVENTORY HELD FOR SALE Canal has not purchased inventory in several years nor does it currently have any intention of purchasing additional art inventory in the foreseeable future. It is the Company's intention to liquidate, in an orderly manner, its art inventory. Management estimates it may take approximately five years to dispose of its current art inventory. The Company's ability to dispose of its art inventory is dependent primarily on general economic conditions and the competitiveness of the art market itself. Accordingly, there can be no assurance that Canal will be successful in disposing of its art inventory within the time frame discussed above. Antiquities and contemporary art represented 27% ($189,122) and 73% ($510,716) and 27% ($189,122) and 73% ($520,549) of total art inventory at April 30, 2004 and 2003, respectively. All of the contemporary art inventory held for resale is comprised of the work of Jules Olitski. The amount recorded as the current portion of art inventory represents management's estimate of the inventory expected to be sold during the next twelve months. The Company recorded a valuation allowance against the current portion of its inventory to reduce it to its estimated net realizable 20 value based on the history of losses sustained on inventory items sold in the current and previous years. In fiscal 2004 Canal applied against sales $27,700 of the valuation allowance against its art inventory, thereby, decreasing the total valuation allowance to $1,747,050 as of April 30, 2004 as compared to $1,774,750 at October 31, 2003. The nature of art makes it difficult to determine a replacement value. The most compelling evidence of a value in most cases is an independent appraisal. Canal has its art inventory appraised by independent appraisers annually. The 2003 appraisal covered approximately 31% of the inventory value. The appraised values estimate the current market value of each piece giving consideration to Canal's practices of engaging in consignment, private and public auction sales. The net realizable value of the remaining 69% of the inventory was estimated by management based in part on the Company's history of losses sustained on art sales in the current and previous years and in part on the results of the independent appraisals done. Canal's art sales generated a loss of $1,000 (net of a decrease in the valuation allowance of $27,700) as compared to income of $28,000 (net of a decrease in the valuation allowance of $179,000) for the six month periods ended April 30, 2004 and 2003, respectively. The Company had approximately $250,000 of art inventory (at original cost) on consignment with third party dealers at both April 30, 2004 and October 31, 2003. 7. LEASE COMMITMENTS In February 1999 Canal, together with two other related entities, amended its lease for commercial office space in New York City, which space serves as its headquarters operations. The new lease was for a period of 128 months expiring in October 2009. Canal's portion of the new space was approximately 1,000 square feet and Canal is responsible for 25% of the lease expense. Each of the three entities that were parties to this lease were jointly and severally responsible for the payments required under the lease. At October 31, 2003, the security deposit relating to this lease was approximately $260,000 of which Canal's representative share was approximately $122,000. In June 2002, Canal sublet for a two year period substantially all of its New York office space at a rate of $8,000 per month. On February 27, 2004, the sub-tenant defaulted on its obligations to Canal and moved out of its space thereby leaving Canal responsible once again for the full 25% of the lease obligation (approximately $9,000 per month). At April 30, 2004, Canal was current in its obligations under this lease. However, the group as a whole was approximately $150,000 in arrears on the rental payments. In February 2004, the landlord served Canal and its co-tenants with a Notice of Default and the resulting Notice of Termination of Lease effective February 17, 2004. Additionally, in March 2004, the 21 landlord filed a Holdover Notice of Petition in the New York City Courts seeking eviction of Canal and its co-tenants as well as judgment for unpaid back and holdover rental amounts of approximately $175,000 (see Note 11). Subsequent to year end Canal and its co-tenants entered into a stipulation agreement with the landlord requiring the tenants to pay two months rent (approximately $85,000), forfeit the entire security deposit and vacate the leased premises as of May 31, 2004 in exchange for a release from all future obligations under the lease. All requirements of the stipulation agreement have been met. 8. BORROWINGS At April 30, 2004, substantially all of Canal's real properties, the stock of certain subsidiaries, the investments and a substantial portion of its art inventories are pledged as collateral for the following obligations: April 30, October 31, ($ 000's Omitted) 2004 2003 --------- ----------- Variable rate mortgage notes due May 15, 2006 - related party ....................... $ 2,767 $ 2,767 -------- -------- On January 8, 1998, the Company issued $3,700,000 of variable rate mortgage notes due May 15, 2001. The purchasers of these notes included certain entities controlled by the Company's Chairman, the Company's Chief Executive Officer and members of their families. These notes carried interest at the highest of four variable rates, determined on a quarterly basis. These notes, among other things, prohibits Canal from becoming an investment company as defined by the Investment Company Act of 1940; requires Canal to maintain minimum net worth; restricts Canal's ability to pay cash dividends or repurchase stock; requires principal prepayments to be made only out of the proceeds from the sale of certain assets, and required the accrual of additional interest (to be paid at maturity) of approximately three percent per annum. On July 29, 1999 the above Notes were amended to extend the maturity date to May 15, 2003; to fix the interest rate at 10% per annum; to agree that the additional interest due to the holders of the notes shall become current and be treated as principal due under the notes; and to have certain of the holders loan the Company $525,000 in additional financing, the proceeds of which was used to repay in full certain of the other holders of the notes. As a result, the notes are now held in total by the Company's Chief Executive Officer and members of his family. On January 10, 2000, the above Notes were further amended to have holders loan the Company $1,725,000 in additional financing, the proceeds of which was used to repay in full all of the Company's outstanding non related party long-term debt. On October 8, 2002, the above notes were amended to extend the maturity date to May 15, 2006. The scheduled maturities and sinking fund requirements of long-term debt during the next five years are $2,767,000 due May 15, 2006. As of April 30, 2004 the balance due under these notes was $2,767,000 all of which is classified as long-term debt-related party. 22 9. PROPERTY AND EQUIPMENT A) Property on Operating Leases Property on operating leases consist of approximately 38 acres of land located in New York, New York; Omaha, Nebraska; S. St. Paul, Minnesota and Sioux City, Iowa. Land and structures leased to third parties include vacant land, exchange buildings (commercial office space), meat packing facilities, railcar repair shops, truck stops, lumber yards and various other commercial and retail businesses. A schedule of the Company's property on operating leases at April 30, 2004 is as follows (000's omitted): Carrying Carrying Value Value Description (1) 10/31/03 Additions Retirements Deprec. 4/30/04 ----------------- -------- --------- ----------- ------- -------- New York office Various leasehold $ 28 $ 0 $ (5) $ (4) $ 19 improvements 11 acres of land in Omaha, NE 1,217 0 0 (1) 1,216 Acquired in 1976 10 acres of land in S. St. Paul, MN 1,213 7 0 (64) 1,156 Acquired in 1937 17 acres of land in Sioux City, IA 416 0 (13) 0 403 Acquired in 1937 ------ ---- ---- ------- ------ $2,874 $ 7 $(18) $ (69) $2,794 ====== ==== ==== ======= ====== B) Property used in Stockyard Operations Property used in stockyard operations consist of approximately 61 acres of land located in St. Joseph, Missouri and Sioux Falls, South Dakota. The Company's stockyards provide all services and facilities required to operate an independent market for the sale of livestock. Stockyard facilities include exchange buildings (commercial office space), auction arenas, scale houses, veterinary facilities, barns, livestock pens and loading docks. 23 A schedule of the Company's property on operating leases at April 30, 2004 is as follows (000's omitted): Carrying Carrying Value Value Description (1) 10/31/03 Additions Retirements Deprec. 4/30/04 ------------------ -------- --------- ----------- ------- ------- 31 acres of land in St. Joseph, MO $ 998 $ 0 $ 0 $ (7) $ 991 Acquired in 1942 30 acres of land in Sioux Falls, SD 138 0 0 (3) 135 Acquired in 1937 ------- ------- ------- ------- ------- $ 1,136 $ 0 $ 0 $ (10) $ 1,126 ======= ======= ======= ======= ======= C) Property Held for Development or Resale Property held for development or resale consist of approximately 70 acres of land located in the midwest of undeveloped land not currently utilized for corporate purposes and not included in any of the present operating leases. The Company constantly evaluates proposals received for the purchase, leasing or development of this asset. The land is valued at cost which does not exceed the net realizable value. A schedule of the Company's property held for development or resale at April 30, 2004 is as follows (000's omitted): Carrying Carrying Value Value Description (1) 10/31/03 Additions Retirements Deprec. 4/30/04 ------------------ -------- --------- ----------- ------- ------- 28 acres of land in St. Joseph, MO $ 75 $ 0 $ 0 $ 0 $ 75 Acquired in 1942 10 acres of land in S. St. Paul, MN 144 0 0 0 144 Acquired in 1937 32 acres of land in Sioux City, IA 681 0 (21) 0 660 Acquired in 1937 ---- ---- ---- ---- ---- $900 $ 0 $(21) $ 0 $879 ==== ==== ==== ==== ==== 24 10. PENSION VALUATION RESERVE The Pension Valuation Reserve represents the excess of additional minimum pension liability required under the provisions of SFAS No. 87 over the unrecognized prior service costs of former stockyard employees. Such excess arose due to the decline in the market value of pension assets available for pension benefits of former employees, which benefits were frozen at the time the stockyard operations were sold in 1989. The additional minimum pension liability will be expensed as actuarial computations of annual pension cost (made in accordance with SFAS No. 87) recognize the deficiency that exists. 11. LITIGATION Canal and its subsidiaries are from time to time involved in litigation incidental to their normal business activities, none of which, in the opinion of management, will have a material adverse effect on the consolidated financial condition of the Company. Canal or its subsidiaries are party to the following litigations: WHGA Fifth Avenue Investors, LP v. Canal Capital Corporation etal On March 4, 2004, WHGA Fifth Avenue Investors, LP "(the "Landlord") commenced an action against Canal Capital Corporation and its two co-tenants (the "Tenants") of its New York City commercial office space. The Landlord is seeking the eviction of the Tenants as well as judgement for unpaid back and holdover rental amounts of approximately $175,000. Subsequent to year end Canal and its co-tenants entered into a stipulation agreement with the landlord requiring the tenants to pay two months rent (approximately $85,000), forfeit the entire security deposit and vacate the leased premises as of May 31, 2004 in exchange for a release from all future obligations under the lease. All requirements of the stipulation agreement have been met. 12. Restricted Cash - Transit Insurance Due to significant proposed increases in the premiums for transit insurance, management decided to initiate a plan of self insurance commencing November 1, 2002. Transit insurance covers livestock for the period that they are physically at the stockyards and under the care of stockyard personnel. This self insurance program is funded by a per head charge on all livestock received at the stockyard. The restricted cash - transit insurance balances of approximately $76,000 and $59,000 at April 30, 2004 and October 31, 2003, respectively, represents the excess of per head fees charged over actual payments made for livestock that was injured or died while at the stockyards. 25 ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE SIX MONTHS ENDED APRIL 30, 2004 The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report. FORWARD-LOOKING AND CAUTIONARY STATEMENTS We may from time to time make written or oral forward-looking statements, including those contained in the following section. These forward-looking statements involve risks and uncertainties and actual results could differ materially from those discussed in the forward-looking statements. For this purpose, any statements contained in this section that are not statements of historical fact may be deemed to be forward-looking statements. Factors which may effect our results include, but are not limited to, our ability to expand our customer base, our ability to develop additional and leverage our existing distribution channels for our products and solutions, dependance on strategic and channel partners including their ability to distribute our products and meet or renew their financial commitments, our ability to address international markets, the effectiveness of our sales and marketing activities, the acceptance of our products in the market place, the timing and scope of deployments of our products by customers, fluctuations in customer sales cycles, customers' ability to obtain additional funding, the emergence of new competitors in the marketplace, our ability to compete successfully against established competitors with greater resources, the uncertainty of future governmental regulation, our ability to manage growth, and obtain additional funds, general economic conditions and other risks discussed in this report and in our other filings with the Securities and Exchange Commission. All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to us as of the date thereof, and we assume no obligation to update any forward-looking statement or risk factors. CRITICAL ACCOUNTING POLICIES Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. We continually evaluate our estimates, including those related to revenue recognition, bad debts, income taxes, fixed assets, restructuring, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results may differ from these estimates under different assumptions or conditions. 26 Management believes the following critical accounting policies impact our most difficult, subjective and complex judgments used in the preparation of our consolidated financial statements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a further discussion of these and other accounting policies, please see Note 2 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report. Revenue Recognition -- Lease and rental revenues are recognized ratably over the period covered. All real estate leases are accounted for as operating leases. Revenues from real estate sales are recognized generally when title to the property passes. Revenues from stockyard operations which consist primarily of yardage fees (a standard per head charge for each animal sold through the stockyards) and sale of feed and bedding are recognized at the time the service is rendered or the feed and bedding are delivered. Art Inventory Held for Sale -- The nature of art makes it difficult to determine a replacement value. The most compelling evidence of a value in most cases is an independent appraisal. Canal has its art inventory appraised by independent appraisers annually. The 2003 appraisal covered approximately 31% of the inventory value. The appraised values estimate the current market value of each piece giving consideration to Canal's practices of engaging in consignment, private and public auction sales. The net realizable value of the remaining 69% of the inventory was estimated by management based in part on the Company's history of losses sustained on art sales in the current and previous years and in part on the results of the independent appraisals done. Properties and Related Depreciation -- Properties are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the properties. Such lives are estimated from 35 to 40 years for buildings and from 5 to 20 years for improvements and equipment. Property held for Development or Resale -- Property held for development or resale consist of approximately 70 acres located in the Midwest of undeveloped land not currently utilized for corporate purposes nor included in any of the present operating leases. The Company constantly evaluates proposals received for the purchase, leasing or development of this asset. The land is valued at cost which does not exceed the net realizable value. Long-Lived Assets -- The Company reviews the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the assets to the estimated future cash flows expected to result from the use of the asset. The measurement of the loss, if any, will be calculated as the amount by which the carrying amount of the asset exceeds the fair value of the asset. 27 Results of Operations - General The following tables set forth certain items in our statement of operations for the periods indicated: SIX MONTHS Ended April 30, -------------------------- 2004 2003 ------- ------- Revenues: (In Thousands) Stockyard Revenues $ 1,755 $ 2,001 Real Estate Revenues 619 849 ------- ------- Total Revenues 2,374 2,850 ------- ------- Costs and Expenses: Stockyard Expenses 1,435 1,487 Real Estate Expenses 398 638 General and Administrative Expenses 523 431 ------- ------- Total Costs and Expenses 2,356 2,556 ------- ------- Income from Operations 18 294 Other Income 0 28 Other Expenses (140) (133) ------- ------- Net (Loss) Income $ (122) $ 189 ======= ======= While the Company is currently operating as a going concern, certain significant factors raise substantial doubt about the Company's ability to continue as a going concern. The Company has suffered recurring losses from operations in eight of the last ten years, is obligated to continue making substantial annual contributions to its defined benefit pension plan. The financial statements do not include any adjustments that might result from the resolution of these uncertainties. Additionally, the accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Canal recognized a net loss of approximately $122,000 in the first six months of 2004 as compared to net income of $189,000 for the same period in fiscal 2003. After recognition of preferred stock dividend payments (paid in additional shares of preferred stock for each of fiscal 2004, and 2003) of $45,000 in 2004 and $84,000 in 2003, the results attributable to common stockholders were a net loss of $167,000 in 2004 and net income of $105,000 in 2003. Canal's 2004 net loss of $122,000 is due primarily to a $194,000 decrease in income from stockyard operations due to a combination of the harsh winter weather experienced throughout the Midwest and the discovery of a cow suffering from BSE (Mad Cow Disease) in late December 2003, coupled with a $93,000 increase in general and administrative expenses associated primarily with the costs related to the termination of the lease on the Company's New York office space. 28 Canal's revenues from continuing operations consist of revenues from its stockyard and real estate operations. Revenues in 2004 decreased by $476,000 to $2,374,000 as compared with 2003 revenues of $2,850,000. The fiscal 2004 decrease in revenues is due primarily to a $246,000 decrease in stockyard revenues due to a combination of the harsh winter weather experienced throughout the Midwest and the discovery of a cow suffering from BSE (Mad Cow Disease) in late December 2003 coupled with a $237,000 decrease in sales of real estate. COMPARISON OF FISCAL PERIODS ENDED APRIL 30, 2004 AND 2003 Stockyard Revenues Stockyard revenues for the six months ended April 30, 2004 of $1,755,000 accounted for 73.9% of the fiscal 2004 revenues as compared to stockyard revenues of $2,001,000 or 70.2% for the same period in fiscal 2003. Stockyard revenues are comprised of yard handling and auction (90.9% and 90.0%), feed and bedding income (5.1% and 5.6%), rental income (0.1% and 0.1%) and other income (3.9% and 4.3%) for the six month periods ended April 30, 2004 and 2003, respectively. The 2004 decrease in stockyard revenues was primarily due to a combination of the harsh winter weather experienced throughout the Midwest and the discovery of a cow suffering from BSE (Mad Cow Disease) in late December 2003. There were no significant percentage variations in the year to year comparisons. Stockyard revenues for the three months ended April 30, 2004 of $890,000 accounted for 72.9% of the fiscal 2004 revenues as compared to stockyard revenues of $899,000 or 64.6% for the same period in fiscal 2003. Stockyard revenues are comprised of yard handling and auction (90.8% and 88.9%), feed and bedding income (5.1% and 5.4%), rental income (0.1% and 0.1%) and other income (4.0% and 5.6%) for the three month periods ended April 30, 2004 and 2003, respectively. The 2004 decrease in stockyard revenues was primarily due to a combination of the harsh winter weather experienced throughout the Midwest and the discovery of a cow suffering from BSE (Mad Cow Disease) in late December 2003. There were no significant percentage variations in the year to year comparisons. Stockyard Expenses Stockyard expenses for the six months ended April 30, 2004 of $1,435,000 decreased by $52,000 (3.5%) from stockyard expenses of $1,487,000 for the same period in fiscal 2003. Stockyard expenses are comprised of labor and related costs (47.2% and 46.4%), other operating and maintenance (27.9% and 25.4%), feed and bedding expense (5.0% and 6.4%), depreciation and amortization (0.7% and 0.7%), taxes other than income taxes (6.1% and 6.1%) and general and administrative expense (13.1% and 15.0%) for the six month periods ended April 30, 2004 and 2003, respectively. The 2004 decrease in stockyard expenses was consistent with the decrease in stockyard revenues discussed above. There were no significant percentage variations in the year to year comparisons. 29 Stockyard expenses for the three months ended April 30, 2004 of $719,000 increased by $15,000 (2.2%) from stockyard expenses of $704,000 for the same period in fiscal 2003. Stockyard expenses are comprised of labor and related costs (46.5% and 46.1%), other operating and maintenance (28.1% and 26.2%), feed and bedding expense (5.1% and 5.8%), depreciation and amortization (0.7% and 0.8%), taxes other than income taxes (6.1% and 6.3%) and general and administrative expense (13.5% and 14.8%) for the three month periods ended April 30, 2004 and 2003, respectively. The 2004 decrease in stockyard expenses was consistent with the decrease in stockyard revenues discussed above. There were no significant percentage variations in the year to year comparisons. Real Estate Revenues Real estate revenues for the six months ended April 30, 2004 of $619,000 accounted for 26.1% of the fiscal 2004 revenues as compared to real estate revenues of $849,000 or 29.8% for the same period in fiscal 2003. Real estate revenues are comprised of sale of real estate (21.5% and 43.5%), rental income from commercial office space in its Exchange Buildings (33.4% and 27.0%), rentals and other lease income from the rental of vacant land and certain structures (45.1% and 29.4%) and other income (0.0% and 0.1%) for the six months ended April 30, 2004 and 2003, respectively. The percentage variations in the year to year comparisons are due primarily to decreased sales of real estate for fiscal 2004. Real estate revenues for the three months ended April 30, 2004 of $330,000 accounted for 27.1% of the fiscal 2004 revenues as compared to real estate revenues of $492,000 or 35.4% for the same period in fiscal 2003. Real estate revenues are comprised of sale of real estate (22.4% and 51.3%), rental income from commercial office space in its Exchange Buildings (31.6% and 23.1%), rentals and other lease income from the rental of vacant land and certain structures (45.8% and 25.6%) and other income (0.2% and 0.0%) for the three months ended April 30, 2004 and 2003, respectively. The percentage variations in the year to year comparisons are due primarily to decreased sales of real estate for fiscal 2004. Real Estate Expenses Real estate expenses for the six months ended April 30, 2004 of $398,000 decreased by $240,000 (37.6%) from real estate expenses of $638,000 for the same period in fiscal 2003. Real estate expenses are comprised of the cost of real estate sold (17.3% and 38.1%), labor, operating and maintenance (40.8% and 36.5%), depreciation and amortization (16.4% and 9.9%), taxes other than income taxes (18.8% and 11.7%) and general and administrative and other expenses (6.7% and 3.8%) for the six months ended April 30, 2004 and 2003, respectively. The percentage variations in the year to year comparisons are due primarily to the decreased cost of real estate sold for fiscal 2004. 30 Real estate expenses for the three months ended April 30, 2004 of $189,000 decreased by $207,000 (52.3%) from real estate expenses of $396,000 for the same period in fiscal 2003. Real estate expenses are comprised of the cost of real estate sold (16.1% and 47.5%), labor, operating and maintenance (39.3% and 32.3%), depreciation and amortization (17.5% and 7.8%), taxes other than income taxes (19.9% and 9.4%) and general and administrative and other expenses (7.2% and 3.0%) for the three months ended April 30, 2004 and 2003, respectively. The percentage variations in the year to year comparisons are due primarily to the decreased cost of real estate sold for fiscal 2004. General and Administrative General and administrative expenses for the six months ended April 30, 2004 of $422,000 decreased by $8,000 (2.0%) from expenses of $430,000 for the same period in fiscal 2003. The major components of general and administrative expenses are officers salaries (55.1% and 54.0%), rent (2.3% and 2.3%), legal and professional fees (2.0% and 1.0%), insurance (11.2% and 10.9%) and office salaries (8.8% and 8.9%) for the six month periods ended April 30, 2004 and 2003, respectively. There were no significant percentage variations in the year to year comparisons. General and administrative expenses for the three months ended April 30, 2004 of $218,000 increased by $1,000 (0.1%) from expenses of $217,000 for the same period in fiscal 2003. The major components of general and administrative expenses are officers salaries (53.4% and 53.4%), rent (4.3% and 2.9%), legal and professional fees (1.9% and 1.0%), insurance (10.8% and 10.8%) and office salaries (8.1% and 8.8%) for the three month periods ended April 30, 2004 and 2003, respectively. There were no significant percentage variations in the year to year comparisons. Interest Expense Interest expense for the six months ended April 30, 2004 of $139,000 increased $6,000 (3.9%) from $133,000 for the same period in fiscal 2003. The principal balances outstanding at April 30, 2004 and October 31, 2003 were $2,767,000 and $2,667,000, respectively. The interest rate (10%) on Canal's variable rate mortgage notes has remained unchanged for the past 12 months. At April 30, 2004 the outstanding balance of these notes was $2,767,000. Other Expense Other expenses for the six months ended April 30, 2004 of $101,000 were comprised of the one time write offs taken in connection with the lease termination on the company's New York office space coupled with a total reserve taken against the monies owed Canal by a related entity for executive secretarial services rendered in the past year. 31 (Loss) Income from Art Sales Other loss from art sales for the six months ended April 30, 2004 of $1,000 decreased by $29,000 from income of $28,000 for the same period in fiscal 2003. Art revenues are comprised of the proceeds from the sale of antiquities and contemporary art. Canal recognized gross sales of $20,000 and $103,000 for the six month periods ended April 30, 2004 and 2003, respectively. Art expenses are comprised of the cost of inventory sold and selling, general and administrative expenses. Canal incurred cost of inventory sold of $38,000 and $243,000 (net of a valuation allowance of $28,000 and $179,000) as well as selling, general and administrative expenses of $12,000 and $14,000 for the six month periods ended April 30, 2004 and 2003, respectively. It is the Company's policy to use the adjusted carrying value for sales, thereby reducing the valuation reserve proportionately as the inventory is sold. Liquidity and Capital Resources While the Company is currently operating as a going concern, certain significant factors raise substantial doubt about the Company's ability to continue as a going concern. The Company has suffered recurring losses from operations in eight of the last ten years and is obligated to continue making substantial annual contributions to its defined benefit pension plan. The financial statements do not include any adjustments that might result from the resolution of these uncertainties. Additionally, the accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. On January 8, 1998, the Company issued $3,700,000 of variable rate mortgage notes due May 15, 2001. The purchasers of these notes included certain entities controlled by the Company's Chairman, the Company's Chief Executive Officer and members of their families. The notes carried interest at the highest of four variable rates, determined on a quarterly basis. These notes, among other things, prohibit Canal from becoming an investment company as defined by the Investment Company Act of 1940; require Canal to maintain minimum net worth; restrict Canal's ability to pay cash dividends or repurchase stock; require principal prepayments to be made only out of the proceeds from the sale of certain assets, and required the accrual of additional interest (to be paid at maturity) of approximately three percent per annum. On July 29, 1999 the above notes were amended to extend the maturity date to May 15, 2003; to fix the interest rate at 10% per annum; to agree that the additional interest due to the holders of the notes shall become 32 current and be treated as principal due under the notes; and to have certain of the holders loan the Company $525,000 in additional financing, the proceeds of which was used to repay in full certain of the holders of the notes. As a result, the notes are now held in total by the Company's Chief Executive Officer and members of his family. On January 10, 2000, the above notes were further amended to have the noteholders loan the Company $1,725,000 in additional financing, the proceeds of which was used to repay in full all of the Company's outstanding non related party long-term debt. On October 8, 2002, the above notes were amended to extend the maturity date to May 15, 2006. As of April 30, 2004, the balance due under these notes was $2,767,000, all of which is classified as long-term debt-related party. Cash and cash equivalents of $19,000 at April 30, 2004 increased $5,000 or 34.9% from $14,000 at October 31, 2003. Net cash used by operations in fiscal 2004 was $120,000. Substantially all of the 2004 net proceeds from the sales of real estate and art of $153,000 was used in operations. During fiscal 2004 Canal decreased the balance of its current liabilities by a total of $28,000. At April 30, 2004 the Company's current liabilities exceed current assets by $0.3 million which was unchanged as compared to October 31, 2003. The only required principal repayments under Canal's debt agreements for fiscal 2004 will be from the proceeds (if any) of the sale of certain assets. As discussed above, Canal's cash flow position has been under significant strain for the past several years. Canal continues to closely monitor and reduce where possible its operating expenses and plans to continue its program to develop or sell the property it holds for development or resale as well as to reduce the level of its art inventories to enhance current cash flows. Management believes that its income from operations combined with its cost cutting program and planned reduction of its art inventory will enable it to finance its current business activities. There can, however, be no assurance that Canal will be able to effectuate its planned art inventory reductions or that its income from operations combined with its cost cutting program in itself will be sufficient to fund operating cash requirements. 33 Other Factors Some of the statements in this Form 10-Q, as well as statements by the Company in periodic press releases, oral statements made by the Company's officials to analysts and stockholders in the course of presentations about the Company and conference calls following earning releases, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involved known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. ITEM III. Quantitative and Qualitative Disclosures About Market Risk The Securities and Exchange Commission's rule related to market risk disclosure requires that we describe and quantify our potential losses from market risk sensitive instruments attributable to reasonably possible market changes. Market risk sensitive instruments include all financial or commodity instruments and other financial instruments (such as investments and debt) that are sensitive to future changes in interest rates, currency exchange rates, commodity prices or other market factors. We are not exposed to market risks from changes in foreign currency, exchange rates or commodity prices. As of April 30, 2004, we do not hold derivative financial instruments nor do we hold securities for trading or speculative purposes. Under our current policies, we do not use interest rate derivative instruments to manage our exposure to interest rate changes. At April 30, 2004, the following long-term debt-related party financial instruments are sensitive to changes in interest rates by expected maturity dates: As of Fixed rate Average Fair April 30, ($ US) Interest Rate Value ---------- ---------- ------------- ----- 2004 $ 0 N/A 2005 0 N/A 2006 2,767 N/A 2007 0 10% 2008 0 N/A Thereafter 0 N/A ------- Total $ 2,767 N/A (A) ------- ------- (A) Long-term debt related party: it is not practicable to estimate the fair value of the related party debt. 34 Item IV. Controls and Procedures Our management, which includes our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13(a)-14(c) promulgated under the Securities Exchange Act of 1934) as of April 30, 2004 ("the Evaluation Date") within 45 days prior to the filing date of this report. Based upon that evaluation our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended. There have been no significant changes made in our internal controls or other factors that could significantly effect our internal controls subsequent to the Evaluation Date. 35 PART II OTHER INFORMATION 36 Item 1: Legal Proceedings: See Item 3 of Canal's October 31, 2003 Form 10-K. WHGA Fifth Avenue Investors, LP v. Canal Capital Corporation etal On March 4, 2004, WHGA Fifth Avenue Investors, LP "(the "Landlord") commenced an action against Canal Capital Corporation and its two co-tenants (the "Tenants") of its New York City commercial office space. The Landlord is seeking the eviction of the Tenants as well as judgement for unpaid back and holdover rental amounts of approximately $175,000. Subsequent to year end Canal and its co-tenants entered into a stipulation agreement with the landlord requiring the tenants to pay two months rent (approximately $85,000), forfeit the entire security deposit and vacate the leased premises as of May 31, 2004 in exchange for a release from all future obligations under the lease. All requirements of the stipulation agreement have been met. Item 2 and 3: Not applicable. Item 4: Submission of Matters to a Vote of Security Holders: None. Item 5: Other Information: None. Item 6: Exhibits and Reports on Form 8-K: (A) Not applicable. 37 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on the 14th day of June, 2004. CANAL CAPITAL CORPORATION By: /S/ Michael E. Schultz ----------------------------- Michael E. Schultz President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- President and Chief /S/ Michael E. Schultz Executive Officer and Director ----------------------- (Principal Executive Officer) June 14, 2004 Michael E. Schultz Vice President-Finance Secretary and Treasurer /S/ Reginald Schauder (Principal Financial and ----------------------- Accounting Officer) June 14, 2004 Reginald Schauder /S/ Asher B. Edelman Chairman of the Board ----------------------- and Director June 14, 2004 Asher B. Edelman /S/ Gerald N. Agranoff ----------------------- Gerald N. Agranoff Director June 14, 2004 38