SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2009
|_| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 002-96666
CANAL CAPITAL CORPORATION
(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 Number)
490 WHEELER ROAD SUITE 185 HAUPPAUGE, NY 11788
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (631) 234-0140
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
The number of shares of Common Stock, $.01 par value, outstanding at
February 28, 2009 was 4,326,929.
CANAL CAPITAL CORPORATION AND SUBSIDIARIES
FORM 10-Q JANUARY 31, 2009
INDEX
The following documents are filed as part of this report:
Part I - Financial Information .............................................. 3
Item I. Condensed Financial Statements:
Consolidated Balance Sheets - January 31, 2009
and October 31, 2008 ............................................. 4
Consolidated Statements of Operations and
Comprehensive Income (Loss) for the Three Month
Periods ended January 31, 2009 and 2008 .......................... 6
Consolidated Statements of Changes in Stockholders'
Equity for the One Year and Three Month Periods
ended October 31, 2008 and January 31, 2009 ...................... 8
Consolidated Statements of Cash Flows for the
Three Month Periods ended January 31, 2009 and
2008 ............................................................. 9
Notes to Consolidated Financial Statements ......................... 11
Item II. Management's Discussion and Analysis of
Financial Condition ................................................ 27
Liquidity and Capital Resources .................................... 36
Other Factors ...................................................... 38
Item III.Quantitative and Qualitative Disclosures
About Market Risk .................................................. 38
Item IV. Controls and Procedures ............................................ 39
Part II Other Information .................................................. 40
Items 1 through 6 .................................................. 41
Signatures and Certifications ...................................... 42
2
PART I
FINANCIAL INFORMATION
3
CANAL CAPITAL CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2009 AND OCTOBER 31, 2008
JAN. 31, OCT. 31,
2009 2008
(UNAUDITED) (AUDITED)
----------- ---------
ASSETS:
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 19,662 $ 21,115
NOTES AND ACCOUNTS RECEIVABLE, NET OF AN
ALLOWANCE FOR DOUBTFUL ACCOUNTS OF $ZERO AT
BOTH JAN.31, 2009 AND OCTOBER 31, 2008, 212,023 147,140
ART INVENTORY, NET OF A VALUATION ALLOWANCE
OF $396,522 AT JANUARY 31, 2009 AND
OCTOBER 31, 2008 100,000 100,000
STOCKYARDS INVENTORY 11,919 24,426
PREPAID EXPENSES 48,435 12,955
---------- ----------
TOTAL CURRENT ASSETS 392,039 305,636
---------- ----------
NON-CURRENT ASSETS:
PROPERTY ON OPERATING LEASES, NET OF
ACCUMULATED DEPRECIATION OF $433,549
AND $427,799 AT JANUARY 31, 2009 AND
OCTOBER 31, 2008, RESPECTIVELY 1,640,257 1,645,807
---------- ----------
PROPERTY USED IN STOCKYARD OPERATIONS, NET OF
ACCUMULATED DEPRECIATION OF $235,641 AND
$230,687 AT JANUARY 31, 2009 AND OCTOBER
31, 2007, RESPECTIVELY 1,119,917 1,124,871
---------- ----------
OTHER ASSETS:
PROPERTY HELD FOR DEVELOPMENT OR RESALE 91,510 91,510
RESTRICTED CASH - LETTER OF CREDIT 100,000 100,000
RESTRICTED CASH - TRANSIT INSURANCE 40,445 26,736
DEPOSITS AND OTHER ASSETS 2,700 2,700
---------- ----------
234,655 220,946
---------- ----------
$3,386,868 $3,297,260
========== ==========
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
4
CANAL CAPITAL CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 2009 AND OCTOBER 31, 2008
JAN.31, 2009 OCT.31, 2008
(UNAUDITED) (AUDITED)
----------- ---------
LIABILITIES & STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 383,281 $ 363,306
PENSION PLAN PAYABLE 149,919 149,919
SALARIES AND INTEREST PAYABLE - OFFICERS 155,867 27,317
ACCRUED PROFESSIONAL FEES 97,782 113,523
PREFERRED STOCK DIVIDEND PAYABLE 102,712 84,712
INCOME TAXES PAYABLE 10,000 10,000
------------ ------------
TOTAL CURRENT LIABILITIES 899,561 748,777
------------ ------------
NON-CURRENT LIABILITIES:
LONG-TERM PENSION LIABILITY 440,156 440,156
REAL ESTATE TAXES PAYABLE 143,816 115,165
------------ ------------
TOTAL NON-CURRENT LIABILITIES 583,972 555,321
------------ ------------
LONG-TERM DEBT, RELATED PARTY 1,262,000 1,262,000
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
PREFERRED STOCK, $0.01 PAR VALUE:
10,000,000 SHARES AUTHORIZED; 9,102,655
SHARES ISSUED AND OUTSTANDING AT JANUARY 31,
2009 AND OCTOBER 31, 2008, RESPECTIVELY AND
AGGREGATE LIQUIDATION PREFERENCE OF $10 PER
SHARE FOR $ 91,026,550 AT JANUARY 31, 2009
AND OCTOBER 31, 2008, RESPECTIVELY 91,027 91,027
COMMON STOCK, $0.01 PAR VALUE:
10,000,000 SHARES AUTHORIZED; 5,313,794
SHARES ISSUED AND 4,326,929 SHARES OUT-
STANDING AT JANUARY 31, 2009 AND OCTOBER 31,
2008, RESPECTIVELY 53,138 53,138
ADDITIONAL PAID-IN CAPITAL 28,322,341 28,322,341
ACCUMULATED DEFICIT (15,145,154) (15,025,327)
986,865 SHARES OF COMMON STOCK
HELD IN TREASURY, AT COST (11,003,545) (11,003,545)
COMPREHENSIVE INCOME:
PENSION VALUATION RESERVE (1,676,472) (1,706,472)
------------ ------------
641,335 731,162_
------------ ------------
$ 3,386,868 $ 3,297,260
============ ============
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
5
CANAL CAPITAL CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED JANUARY 31, 2009 AND 2008
2009 2008
(UNAUDITED) (UNAUDITED)
----------- -----------
REAL ESTATE OPERATIONS:
REAL ESTATE REVENUES:
SALE OF REAL ESTATE 0 200,000
OUTSIDE REAL ESTATE RENT 95,999 122,561
EXCHANGE BUILDING RENTAL INCOME 7,713 7,718
--------- ---------
103,712 330,279
--------- ---------
REAL ESTATE EXPENSES:
COST OF REAL ESTATE SOLD 0 72,567
LABOR, OPERATING AND MAINTENANCE 15,166 17,769
DEPRECIATION AND AMORTIZATION 5,550 5,550
TAXES OTHER THAN INCOME TAXES 6,150 5,400
GENERAL AND ADMINISTRATIVE 9,900 10,940
--------- ---------
36,766 112,226
--------- ---------
INCOME FROM REAL ESTATE OPERATIONS 66,946 218,053
--------- ---------
STOCKYARD OPERATIONS:
STOCKYARD REVENUES:
YARD HANDLING AND AUCTION $ 715,872 $ 800,431
FEED AND BEDDING INCOME 58,034 57,694
RENTAL & OTHER INCOME 40,609 42,809
--------- ---------
814,515 900,934
--------- ---------
STOCKYARD EXPENSES:
LABOR AND RELATED COSTS 350,006 374,782
OTHER OPERATING AND MAINTENANCE 183,869 216,421
FEED AND BEDDING EXPENSE 42,877 56,216
DEPRECIATION AND AMORTIZATION 4,954 4,954
TAXES OTHER THAN INCOME TAXES 44,163 41,700
GENERAL AND ADMINISTRATIVE 100,163 108,131
--------- ---------
726,032 802,204
--------- ---------
INCOME FROM STOCKYARD OPERATIONS 88,483 98,730
--------- ---------
GENERAL AND ADMINISTRATIVE EXPENSE (224,683) (283,850)
--------- ---------
(LOSS) INCOME FROM OPERATIONS (69,254) 32,933
--------- ---------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
6
CANAL CAPITAL CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED JANUARY 31, 2009 AND 2008
Continued ...
2009 2008
(UNAUDITED) (UNAUDITED)
----------- -----------
OTHER (EXPENSE) INCOME:
INTEREST & OTHER INCOME 177 23,602
INTEREST EXPENSE (31,550) (63,529)
ART SALES AND OPERATIONS (1,200) (1,200)
----------- ------------
(32,573) (41,127)
----------- ------------
INCOME (LOSS) BEFORE PROVISION FOR
INCOME TAXES (101,827) (8,194)
PROVISION FOR INCOME TAXES 0 0
----------- ------------
NET (LOSS) (101,827) (8,194)
OTHER COMPREHENSIVE INCOME:
MINIMUM PENSION LIABILITY ADJUSTMENT 30,000 63,000
----------- ------------
COMPREHENSIVE (LOSS) INCOME $ (71,827) $ 54,806
=========== ============
EARNINGS (LOSS) PER COMMON SHARE:
NET (LOSS) $ (101,827) $ (8,194)
LESS PREFERRED STOCK DIVIDEND (18,000) (27,000)
----------- ------------
(LOSS) AVAILABLE TO COMMON STOCKHOLDERS $ (119,827) $ (35,194)
----------- ------------
NET (LOSS) PER COMMON SHARE
BASIC AND DILUTED $ (0.03) $ (0.01)
=========== ============
AVERAGE SHARES OUTSTANDING - BASIC
AND DILUTED 4,326,929 4,326,929
=========== ============
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
7
CANAL CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED OCTOBER 31, 2008 (AUDITED) AND
FOR THE THREE MONTHS ENDED JANUARY 31, 2009 (UNAUDITED)
COMMON STOCK PREFERRED STOCK
NUMBER NUMBER
OF OF
SHARES AMOUNT SHARES AMOUNT
BALANCE, OCTOBER 31, 2007 5,313,794 $ 53,138 9,102,655 $ 91,027
NET LOSS 0 0 0 0
PREFERRED STOCK DIVIDEND 0 0 0 0
MINIMUM PEN. LIAB. ADJ. 0 0 0 0
--------------------------- -----------------------------
BALANCE, OCTOBER 31, 2008 5,313,794 $ 53,138 9,102,655 $ 91,027
NET LOSS 0 0 0 0
PREFERRED STOCK DIVIDEND 0 0 0 0
MINIMUM PEN. LIAB. ADJ. 0 0 0 0
--------------------------- -----------------------------
BALANCE, JANUARY 31, 2009 5,313,794 $ 53,138 9,102,655 $ 91,027
=========================== =============================
ADDITIONAL TREASURY
PAID-IN ACCUMULATED COMPREHENSIV STOCK,
CAPITAL DEFICIT LOSS AT COST
BALANCE, OCTOBER 31, 2007 $ 28,322,341 ($14,885,103) ($ 1,592,262) ($11,003,545)
NET LOSS 0 (55,512) 0 0
PREFERRED STOCK DIVIDEND 0 (84,712) 0 0
MINIMUM PEN. LIAB. ADJ. 0 0 (114,210) 0
------------ ------------ ------------ ------------
BALANCE, OCTOBER 31, 2008 $ 28,322,341 ($15,025,327) ($ 1,706,472) ($11,003,545)
NET LOSS 0 (101,827) 0 0
PREFERRED STOCK DIVIDEND 0 (18,000) 0 0
MINIMUM PEN. LIAB. ADJ. 0 0 30,000 0
------------ ------------ ------------ ------------
BALANCE, JANUARY 31, 2009 $ 28,322,341 ($15,145,154) ($ 1,676,472) ($11,003,545)
============ ============ ============ ============
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
8
CANAL CAPITAL CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JANUARY 31, 2009 AND 2008
JAN. 2009 JAN. 2008
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (101,827) $ (8,194)
---------- ----------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
(USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 10,504 10,504
GAIN ON SALES OF REAL ESTATE 0 (127,433)
MINIMUM PENSION LIABILITY ADJUSTMENT 30,000 63,000
DECREASE (INCREASE) IN ASSETS:
NOTES AND ACCOUNTS RECEIVABLE (64,883) (66,722)
STOCKYARDS INVENTORY 12,507 (8,261)
PREPAID EXPENSES (35,480) (44,227)
RESTRICTED CASH - TRANSIT INSURANCE (13,709) (7,647)
INCREASE (DECREASE) IN LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 19,975 (15,920)
PENSION PLAN PAYABLE 0 (72,165)
SALARIES AND INTEREST PAYABLE - OFFICERS 128,550 (213,916)
ACCRUED PROFESSIONAL FEES (15,741) 458
REAL ESTATE TAXES PAYABLE 28,651 (71,397)
---------- ----------
TOTAL ADJUSTMENTS 100,374 (553,726)
---------- ----------
NET CASH (USED IN) OPERATING ACTIVITIES (1,453) (561,920)
---------- ----------
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
9
CANAL CAPITAL CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JANUARY 31, 2009 AND 2008
Continued ...
JAN. 2009 JAN. 2008
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM SALES OF REAL ESTATE 0 1,400,000
POOCEEDS FROM SALE OF ART 0 200,000
COSTS RELATING TO SALES OF REAL ESTATE 0 (52,567)
----------- -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 0 1,547,433
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
REPAYMENT OF LONG-TERM DEBT OBLIGATION 0 (1,000,000)
----------- -----------
NET CASH USED BY FINANCING ACTIVITIES 0 (1,000,000)
----------- -----------
NET (DECREASE) IN CASH AND CASH
EQUIVALENTS (1,453) (14,487)
CASH AND CASH EQUIVALENTS AT BEGN OF YEAR 21,115 27,925
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 19,662 $ 13,348
=========== ===========
JANUARY 31,
-----------
2009 2008
---- ----
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
CASH PAID DURING THE YEAR FOR:
INTEREST $ 31,550 $ 63,529
=========== ===========
INCOME TAXES $ 0 $ 0
=========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
PREFERRED STOCK DIVIDENDS $ 18,000 $ 27,000
=========== ===========
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
10
CANAL CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JANUARY 31, 2009
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.
General - 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 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.
Canal is engaged in two distinct businesses - real estate and stockyard
operations.
Real Estate Operations - Canal's real estate properties are located in
Sioux City, Iowa, South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska
and Sioux Falls, South Dakota. The properties consist, for the most part, of an
Exchange Building (commercial office space), land and
11
structures leased to third parties (rail car 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 lease income from land and structures leased to various commercial
and retail enterprises, rental income from its Exchange Building, 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.
Real estate operations resulted in operating income of $67,000 and
$218,000 for the three month periods ended January 31, 2009 and 2008,
respectively. There were no real estate sales in fiscal 2009. Included in the
2008 real estate operating income is a $127,000 gain on the sale of
approximately 1 acre of land and the associated improvements located in South
Saint Paul, Minnesota. Additionally, real estate operations contributed $104,000
and $330,000 to Canal's revenues for the three month periods ended January 31,
2009 and 2008, respectively.
As of January 31, 2009, there are approximately 18 acres (sixteen of which
are currently under contract to be sold) 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.
Stockyard Operations - Through an August 1, 1999 asset repurchase
agreement, Canal now operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.
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 services facilities, auction arenas, auctioneers, weigh
masters and
12
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 account for
approximately 50% of its livestock volume annually. Canal intends to continue
its soliciting efforts at its St. Joseph stockyards in fiscal 2009. 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 $12,000 and
$24,000 at January 31, 2009 and October 31, 2008, respectively.
Stockyard operations resulted in operating income of $88,000 and $99,000
for the three month periods ended January 31, 2009 and 2008, respectively.
Additionally, stockyard operations contributed $815,000 and $901,000 to Canal's
revenues for the three month periods ended January 31, 2009 and 2008,
respectively.
13
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) 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 18 acres (16 of which are currently under
contract to be sold) 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.
C) 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.
D) Reclassification -- Certain prior year amounts have been reclassified
to conform to the current year presentation.
E) 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. 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. The net realizable value of
Canals remaining art inventory has been estimated by
14
management based in part on the Company's history of art sales in the current
and previous years and in part on the results of the independent appraisals done
in previous years. 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.
F) 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.
G) Stockyard Inventory - Inventory is stated at the lower of cost or
market. Cost is determined using the first-in, first-out method.
H) 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.
I) 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 the sale of real estate are recognized at the time the
sale has been consummated on the full accrual method wherein the seller has
transferred to the buyer the usual risks and rewards of ownership in a
transaction that is in substance a sale and does not have a substantial
continuing involvement with the property; the seller's receivable is not subject
to future subordination and the buyer's initial and continuing investments are
adequate to demonstrate a commitment to pay for the property. 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.
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.
15
J) 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 state income tax payments of $0, $5,000
and $11,000 and interest payments of $177,000, $269,000 and $270,000 in 2008,
2007 and 2006, respectively.
K) Comprehensive Income (Loss) -- The Company's only adjustments for each
classification of the comprehensive income was for minimum pension liability.
L) 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.
M) Recently Issued Accounting Pronouncements -- In September 2006, the
FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair
value, establishes a frame work for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 does not require any new fair value measurements. SFAS No. 157
becomes effective for fiscal years beginning after November 15, 2007, which is
the Company's 2009 fiscal year beginning on November 1, 2008. In February 2008,
the FASB issued FASB staff position No. 157-2, effective date of FASB statement
No. 157 (FSP 157-2), which delayed the effective date of SFAS 157 for certain
non-financial assets and non-financial liabilities to fiscal years beginning
after November 15, 2008. The Company evaluated the impact of SFAS No. 157 and
FSP 157-2 on its consolidated financial statements, and has determined the
impact of adopting this standard does not have a material effect on the
Company's financial position, results of operations or cash flows.
3. INTERIM FINANCIAL STATEMENTS
The interim consolidated financial statements included herein have been
prepared by Canal and in the opinion of Management, contain all
16
adjustments necessary to present fairly its financial position as of January 31,
2009 and the results of its operations and its cash flows for the three month
period ended January 31, 2009. All of the above referenced adjustments were of a
normal recurring nature. Certain information and footnote disclosures normally
included in the 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, 2008 and the notes thereto
which are contained in Canal's 2008 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 2009.
4. MORTGAGE NOTE RECEIVABLE
On November 1, 2004 Canal sold its Exchange Building and the associated
five acres of land located in South Saint Paul, Minnesota on a contract for deed
for $1,750,000, generating operating income of approximately $850,000. Canal
issued a mortgage note for the full sales price, which note carries interest at
a rate of 4.12% per annum, payable in equal monthly installments. The mortgage
note was due and payable in full on October 31, 2007.
In March, 2007 Canal received a $50,000 payment on this note as the result
of the mortgagee having sold a small piece (0.1 acres of land) of the underlying
collateral. On October 31, 2007 Canal received a $100,000 payment on this note,
at which time Canal extended the due date to December 17, 2007 at an interest
rate of 10% per annum. On December 17, 2007 Canal received a $1,400,000 payment
on this note and issued a 90 day note for the balance due of $200,000 at an
interest rate of 12% per annum. This note was paid in full in March 2008.
5. STOCK OPTION PLAN
Under Canal's 1984 Employee and 1985 Directors Stock Option Plans,
$550,000 and 264,000 shares, respectively, of Canal's common stock have been
reserved for option grants. The purchase price of shares subject to each option
granted, under the Employee and Directors Plans, will not be less than 85% and
100%, respectively, of their fair market value at the date of grant. Options
granted under both plans are exercisable for 10 years from the date of grant,
but no option will be exercisable earlier than one year from the date of grant.
Under the Employee Plan, stock appreciation rights may be granted in connection
with stock options, either at the time of grant of the options or at any time
thereafter. No stock appreciation rights have been granted under this plan.
There were no exercisable options outstanding under either of these plans at
January 31, 2009 or 2008.
17
6. BORROWINGS
The Company's variable rate mortgage notes (originally issued in 1998) are
due May 15, 2012 and are held entirely by the Company's Chief Executive Officer
and members of his family. These notes carry interest at the rate of ten percent
per annum. 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; restricts Canal's ability to pay cash
dividends or repurchase stock and require principal prepayments to be made only
out of the proceeds from the sale of certain assets. The Company is in the
process of negotiating a three year extension of these notes and anticipates
this will be achieved prior to year end. Accordingly, as of January 31, 2009,
the balance due under these notes was $1,262,000, all of which is classified as
long-term debt-related party.
At January 31, 2009, substantially all of Canal's real properties, the
stock of certain subsidiaries, the investments and a substantial portion of its
art inventories are pledged as collateral for the following obligations:
Jan. 31, October 31,
($ 000's Omitted) 2009 2008
----------------- ---- ----
Variable rate mortgage notes due
May 15, 2012 - related party .................. $ 1,262 $ 1,262
Less -- current maturities ...................... 0 0
------- --------
Long-term debt $ 1,262 $ 1,262
------- --------
The following table summarizes the Company's commitments as of January 31,
2009 to make future payments under its debt agreements and other contractual
obligations (in 000's):
More
Less Than 1 - 3 3 - 5 Than
Total 1 year Years Years 5Yrs.
----- ------ ----- ----- -----
Pension Plan Liability (a) $ 590 $ 150 $ 210 $ 230 $ 0
Mortgage Notes Payable (b) 1,262 0 1,262 0 0
------- ------ ------- ------ ----
$ 1,852 $ 150 $ 1,472 $ 230 $ 0
------- ------ ------- ------ ----
(a) See Note 16.
(b) The mortgage notes are due May 15, 2012 and are held entirely by the
Company's Chief Executive Officer and members of his family. These
notes carry annual interest of 10% and are collateralized by
substantially all of Canal's property, the stock of certain
subsidiaries and its art inventories.
18
7. RESTRICTED CASH
Letter of Credit - This is a $100,000 deposit with Chase Bank to secure a
Letter of Credit issued by the bank to the Hartford Insurance Company for bonds
issued in relation to the St. Joseph Stockyards clearing operation. This deposit
is maintained in an interest bearing account.
Transit Insurance - 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 $40,000 and $27,000 at January 31, 2009 and October 31, 2008,
respectively, represents the excess of per head fees charged over actual
payments made for livestock that was injured or died while at the stockyards.
8. INCOME TAXES
At January 31, 2009, the Company has net operating loss carryforwards of
approximately $10,800,000 that expire through 2028. For financial statement
purposes, a valuation allowance has been provided to offset the net deferred tax
assets due to the cumulative net operating losses incurred during recent years.
The valuation allowance will be reduced when and if, in the opinion of
management, significant positive evidence exists which indicates that it is more
likely than not that the Company will be able to realize its deferred tax
assets.
In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48),
"Accounting for Uncertainty in Income Taxes." FIN 48 prescribes detailed
guidance for the financial statement recognition, measurement and disclosure of
uncertain tax positions recognized in an enterprise's financial statements in
accordance with FASB Statement No. 109, "Accounting for Income Taxes." The
Company applied the provisions of this interpretation on November 1, 2007. The
provisions of FIN 48 were applied to all existing uncertain income tax
provisions on the effective date. Upon the implementation of FIN 48, any
cumulative effect of this Interpretation would be required to be reported as an
adjustment to the opening balance of retained earnings. The implementation of
FIN 48 did not have any impact on the Company's financial statements.
9. IMPAIRMENT LOSS ON LONG-LIVED ASSETS
The Company reviews the values of its long-lived assets annually. There
was no impairment in the value of Canal's long-lived assets to be recorded as of
January 31, 2009 and October 31, 2008.
19
10. ART INVENTORY HELD FOR SALE
Canal is in the process of selling, in an orderly manner, its remaining
art inventory. This will be accomplished primarily through consignment
arrangements with various independent art dealers and through sale at public art
auctions. 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 selling its art inventory. Canal had no sales of art in the first
three months of fiscal 2009 or 2008. Canal's art operations have generated an
operating loss and operating income of approximately $1,000 and $1,000 in the
three month periods ended January 31, 2009 and 2008, respectively.
Antiquities art valued at $100,000 represented 100% of total art inventory
at both January 31, 2009 and October 31, 2008. The Company records a valuation
allowance against the current portion of its inventory to reduce it to its
estimated net realizable value based on the history of losses sustained on
inventory items sold in the current and previous years. As of January 31, 2009
the valuation allowance is approximately $397,000.
11. LEASE COMMITMENTS
In June 2004 Canal entered into a lease for approximately 1,000 square
feet of office space in Hauppauge, New York at a monthly rental of approximately
$1,900. This lease expires May 31, 2010.
Canal's future minimum payments for the next five years required under
operating leases that have initial or remaining noncancellable terms in excess
of one year as of January 31, 2009 are $24,000 and $18,000 in fiscal 2009 and
2010, respectively. There are no commitments extending past fiscal 2010. Net
rent expense under these and other operating leases was $6,000 and $5,000 for
the three month periods ended January 31, 2009 and 2008, respectively.
12. MINIMUM FUTURE RENTALS ON OPERATING LEASES
Minimum future rentals consist primarily of rental income from leased land
and structures, Exchange Building rents (commercial office space) and other
rental activities, all of which are accounted for as operating leases. The
estimated minimum future rentals on operating leases are $450,000, $475,000,
$500,000, $525,000 and $550,000 for fiscal years 2009, 2010, 2011, 2012 and
2013, respectively.
20
13. PROPERTY ON OPERATING LEASES
Property on operating leases consist of approximately 30 acres of land
located in Omaha, Nebraska; S. St. Paul, Minnesota; Sioux City, Iowa as well as
furniture and equipment used in the Hauppauge, New York office. Land and
structures leased to third parties include vacant land, exchange buildings
(commercial office space), meat packing facilities, railcar repair shops, lumber
yards and various other commercial and retail businesses.
A schedule of the Company's property on operating leases at January 31,
2009 is as follows (000's omitted):
Current Year
(Retirements
Historical Cost Additions
------------------ ----------------- Carrying
Bldgs. & Bldgs. & Accum. Value
Description (1) Land Imprvmts. Land Imprvmts. Depr. 01/31/09
--------------- ---- --------- ---- --------- -------- --------
New York office
Leasehold assets $ 0 $ 8 $ 0 $ 0 $ (8) $ 0
9 acres of land
in Omaha, NE 1,150 21 0 0 (15) 1,156
Acquired in 1976
3 acres of land
in S. St. Paul, MN 10 485 0 0 (411) 84
Acquired in 1937
18 acres of land
in Sioux City, IA 400 0 0 0 0 400
------- ------- ------- ------- ------- -------
Acquired in 1937
$ 1,560 $ 514 $ 0 $ 0 $ (434) $ 1,640
======= ======= ======= ======= ======= =======
A schedule of the Company's reconciliation of property on operating leases
carried for the three months ended January 31, 2009 and the year ended October
31, 2008 is as follows (000's omitted):
Jan. 31, October 31,
2009 2008
---- ----
Balance at beginning of year $1,646 $1,741
Acquisitions and Improvements 0 0
Cost of property sold 0 (73)
Depreciation (6) (22)
Reclassifications 0 0
------ ------
Balance at end of the period $1,640 $1,646
------ ------
(1) Substantially all of Canal's real property is pledged as collateral for its
debt obligations.
21
14. PROPERTY USED IN STOCKYARD OPERATIONS
Property used in stockyard operations consist of approximately 60 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.
A schedule of the Company's property used in stockyard operations at
January 31, 2009 is as follows (000's omitted):
Current Year
(Retirements)
Historical Cost Additions
----------------- ------------------ Carrying
Bldgs. & Bldgs. & Accum. Value
Description (1) Land Imprvmts. Land Imprvmts. Depr. 01/31/09
--------------- ---- --------- ---- --------- -------- --------
30 acres of land
in St. Joseph, MO $ 902 $ 265 $ 0 $ 0 $ (168) $ 999
Acquired in 1942
30 acres of land
in Sioux Falls, SD 100 89 0 0 (68) 121
Acquired in 1937 ------- ------- ------- ------- ------- -------
$ 1,002 $ 354 $ 0 $ 0 $ (236) $ 1,120
======= ======= ======= ======= ======= =======
A schedule of the Company's reconciliation of property used in stockyard
operations carried for the nine months ended January 31, 2009 and the year ended
October 31, 2008 is as follows (000's omitted):
Jan. 31, October 31,
2009 2008
---- ----
Balance at beginning of year $ 1,125 $ 1,080
Acquisitions and Improvements 0 65
Cost of property sold 0 0
Depreciation (5) (20)
------- -------
Balance at end of the period $ 1,120 $ 1,125
------- -------
(1) Substantially all of Canal's real property is pledged as collateral for
its debt obligations.
22
15. PROPERTY HELD FOR DEVELOPMENT OR RESALE
Property held for development or resale consist of approximately 18 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
January 31, 2009 is as follows (000's omitted):
Current Year
(Retirements)
Historical Cost Additions
--------------------- -------------------- Carrying
Bldgs. & Bldgs. & Accum. Value
Description (1) Land Imprvmts. Land Imprvmts. Depr. 01/31/09
--------------- ---- --------- ---- --------- ----- --------
16 acres of land
in St. Joseph, MO $ 39 N/A $ 0 N/A N/A $ 39
Acquired in 1942
2 acres of land
in Sioux City, IA 53 N/A $ 0 N/A N/A 53
Acquired in 1937 ------- ------- ------- ------- ------- -------
$ 92 $ 0 $ 0 $ 0 $ 0 $ 92
======= ======= ======= ======= ======= =======
A schedule of the Company's reconciliation of property held for
development or resale carried for the three months ended January 31, 2009 and
the year ended October 31, 2008 is as follows (000's omitted):
Jan. 31, October 31,
2009 2008
---- ----
Balance at beginning of year $ 92 $ 92
Acquisitions and Improvements 0 0
Cost of property sold 0 0
Reclassification of property 0 0
--------- ---------
Balance at end of the period $ 92 $ 92
--------- ---------
(1) Substantially all of Canal's real property is pledged as collateral for
its debt obligations.
23
16. PENSION VALUATION RESERVE
The Pension Valuation Reserve represents the excess of additional minimum
pension liability required under the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 87 amended by SFAS 158 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 recognize the
deficiency that exists.
The components of net periodic benefit cost are as follows:
Three Months Ended
1/31/09 1/31/08
Service cost 2,000 1,500
Interest cost 26,000 25,000
Expected return on plan assets (28,000) (27,000)
Amortization of prior service cost 0 0
Recognized net actuarial loss 30,000 63,500
------- -------
Net periodic benefit cost 30,000 63,000
======= =======
For the three months ended January 31, 2009 amounts have been estimated, actual
amounts will be based on the discount rate and assets available at year end.
The Company's required contribution to its pension plan fiscal 2009 is
approximately $150,000. No contributions have been made to date. However, the
Company expects to make the full required contribution before the end of the
fiscal year.
17. 401(k) PLAN
The Company has a defined contribution 401(k) plan covering substantially
all of its full time stockyard employees. The plan provides for employee
contributions and 401(k) matching contributions of up to 2 1/2% of the
employee's annual salary by the Company. The Company made 401(k) matching
contributions of approximately $5,000 for each of the three month periods ended
January 31, 2009 and 2008.
24
18. RELATED PARTY TRANSACTIONS
Interest Expense Related Party - At January 31, 2009, all of Canal's
Long-Term Debt is held by the company's Chief Executive Officer and members of
his family. These notes pay interest at a rate of 10% per annum and come due May
15, 2012. Canal has incurred interest expense on these notes of $32,000 and
$64,000 and for the three month periods ended January 31, 2009 and 2008,
respectively. At various times during fiscal 2009 and 2008 certain holders of
these notes have agreed to defer interest payments due them to help Canal with
its cash flow. All deferred interest liability for fiscal 2009 and 2008 plus
accrued interest at a rate of 10% per annum, will be repaid as funds become
available. As of January 31, 2009, the balance due under these notes was
$1,262,000 all of which is classified as long-term debt related party.
19. 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 and operations of the Company. Canal was not a party to any ongoing
litigation at January 31, 2009. The following situation did arise in fiscal
2005:
Environmental Protection Agency - Special Notice Letter for Investigation,
Portland, Oregon Property
In 1989, the Company sold its 48 acre Portland, Oregon stockyard to Oregon
Waste Systems, Inc. On September 29, 2003, the United States Environmental
Agency (EPA) placed a 4.2 acre portion of that property on the National
Priorities List pursuant to the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA), commonly known as the Superfund Act. In
a letter from the EPA dated June 27, 2005 the Company, along with approximately
13 other parties, including the current owner and operator of the site, was
notified that it might be liable to perform or pay for the remediation of
environmental contamination found on and around the site. Since the receipt of
the letter, the Company has been in periodic communications with the other
parties who received a similar letter with respect to what action, collectively
or individually, should be taken in response to the EPA assertion of liability.
The Company believes that the remediation of contamination of the site is
properly the responsibility of other parties that have occupied and used it for
waste recycling purposes since 1961, although under CERCLA the EPA is able to
assert joint and several liability against all parties who ever owned or
operated the site or generated or transported wastes to it. This investigation
is in its preliminary stages and the Company intends to vigorously defend any
liability for remediation. At January 31, 2009, the liability for remediation,
if any, is not estimatable and therefore no accrual has been recorded in the
financial statements.
25
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FOR THE THREE MONTHS ENDED JANUARY 31, 2009
You should read the following discussion together with the more detailed
business information and consolidated financial statements and related notes
that appear elsewhere in this report and in the documents that we incorporate by
reference into this report. This report may contain certain "forward-looking"
information within the meaning of the Private Securities Litigation Reform Act
of 1995. This information involves risks and uncertainties. Our actual results
may differ materially from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, those discussed in "Risk factors".
Company Overview
The Registrant, Canal Capital Corporation ("Canal" or the "Company"),
incorporated in the state of Delaware in 1964, commenced business operations
through a predecessor in 1936.
Canal is engaged in two distinct businesses -- real estate and stockyard
operations.
Real Estate Operations - Canal's real estate properties are located in
Sioux City, Iowa, South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska
and Sioux Falls, South Dakota. The properties 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, 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 lease income from land and structures leased to various commercial
and retail enterprises, rental income from its Exchange Building, 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. See "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
26
fulfilling the economic functions of assembly, grading, and price discovery. The
Company's principal stockyard revenues are derived from a per head charge
("yardage charge") imposed on all livestock consigned for sale at the stockyards
and the sale of feed and bedding. See "Stockyard Operations".
Real Estate Operations
General - Canal is involved in the management, development or sale of its
real estate properties located in five Midwest states. Real estate operations,
resulted in operating income of $0.1 million, while contributing $0.1 million to
Canal's revenues for the three months ended January 31, 2009. There were no real
estate sales in the first three months of fiscal 2009. In the first three months
of fiscal 2008, Canal sold 1 acre of land with the associated improvements
located in South Saint Paul, Minnesota for $200,000, generating operating income
of $127,000.
As of January 31, 2009, there are approximately 18 acres (16 of which are
currently under contract to be sold) of undeveloped land owned by Canal located
in five Midwest states. Canal is continuing the program, which it started
several years ago, to develop or sell this property. Additionally, Canal will
continue to aggressively pursue additional tenants for its Exchange Building and
undeveloped properties in fiscal 2009.
Risk - Real estate activities in general may involve various degrees of
risk, such as the ability to collect receivables, competition for tenants,
general market conditions and interest rates. Furthermore, there can be no
assurance that Canal will be successful in the development, lease or sale of its
real estate properties.
Competition - Canal competes in the area of real estate development with
other regional developers, some of which are substantially larger and have
significantly greater financial resources than Canal. To a certain extent,
Canal's real estate revenues are dependent on the ability of the stockyard
operations and the various meat packers located adjacent to Canal's properties
to successfully compete in their respective businesses.
Stockyard Operations
General - Through an August 1, 1999 asset repurchase agreement, Canal now
operates two central public stockyards located in St. Joseph, Missouri and Sioux
Falls, South Dakota.
27
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 account for
approximately 50% of its livestock volume annually.
Canal intends to continue its soliciting efforts at its St. Joseph
stockyards in fiscal 2009. 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.
Stockyard operations resulted in operating income of approximately $0.1
million while contributing approximately $0.9 million to Canal's revenues for
the first three months of fiscal 2009.
28
Risk - Stockyard activities face a variety of risks and uncertainties
related to the safeguarding of the national food supply which are beyond our
control. Public confidence in the government's efforts to safeguard the food
supply is essential for the success of our stockyard operations. An outbreak of
a disease such as bovine spongiform encephalopathy (BSE) better known as Mad Cow
Disease could have a devastating impact on stockyard operations. For the
company's part we strictly follow all USDA regulations to ensure to the extent
we can the safety of the food supply. Furthermore, stockyard activities in
general may involve various degrees of risk, such as competition from other
regional stockyards and sale barns, general market conditions and to a lesser
extent interest rates.
Competition - Canal competes in the area of public stockyards with other
regional public stockyards and sale barns, some of which are substantially
larger and have greater financial resources than Canal. To a certain extent,
Canal's stockyard revenues are dependent on the ability of the market agencies
and independent commission sales people at each of Canal's stockyard locations
to compete within the region.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
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.
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
Quarterly Report.
29
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 the sale of real estate are recognized at the time the
sale has been consummated on the full accrual method wherein the seller has
transferred to the buyer the usual risks and rewards of ownership in a
transaction that is in substance a sale and does not have a substantial
continuing involvement with the property; the seller's receivable is not subject
to future subordination and the buyer's initial and continuing investments are
adequate to demonstrate a commitment to pay for the property. 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 had varying percentages of its art
inventory appraised by independent appraisers in previous years. For fiscal 2009
the net realizable value of Canals remaining art inventory has been estimated by
management based in part on the Company's history of art sales in the current
and previous years and in part on the results of the independent appraisals done
in previous years.
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 18 acres (16 of which are currently under
contract to be sold) 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.
30
Results of Operations
The following tables set forth certain items in our statement of
operations for the periods indicated:
Three Months Ended January 31,
------------------------------
2009 2008
---- ----
(In Thousands)
Revenues:
Real Estate Revenues $ 104 $ 330
Stockyard Revenues 815 901
--------- ---------
Total Revenues 919 1,231
--------- ---------
Costs and Expenses:
Real Estate Expenses 37 112
Stockyard Expenses 726 802
General and Administrative Expenses 225 284
--------- ---------
Total Costs and Expenses 988 1,198
--------- ---------
Income from Operations (69) (33)
Other Income 0 24
Other Expenses (33) (65)
--------- ---------
Net Loss $ (102) $ (8)
========= =========
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 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 recognized a net loss of approximately $102,000 in the first three
months of fiscal 2009 as compared to a net loss of $8,000 for the same period in
fiscal 2008. After recognition of accrued preferred stock dividends of $18,000
and $27,000 in 2009 and 2008, respectively, the results attributable to common
stockholders were a net loss of $120,000 in 2009 and a net loss of $35,000 in
2008.
31
Canal's revenues from continuing operations consist of revenues from its
real estate and stockyard operations. Revenues for the first three months of
fiscal 2009 decreased by $312,000 to $919,000 as compared with 2008 revenues of
$1,231,000. The fiscal 2009 decrease in revenues is due primarily to a $200,000
decrease in sales of real estate combined with an $86,000 decrease in stockyard
revenues due to the loss of two commission firms at our Sioux Falls, South
Dakota location.
COMPARISON OF FISCAL PERIODS ENDED JANUARY 31, 2009 AND 2008
Real Estate Revenues
Real estate revenues for the three months ended January 31, 2009 of
$104,000 accounted for 11.3% of the fiscal 2009 revenues as compared to real
estate revenues of $330,000 or 26.8% for the same period in fiscal 2008. Real
estate revenues are comprised of sale of real estate (0.0% and 60.6%), rentals
and other lease income from the rental of vacant land and certain structures
(92.6% and 37.1%) and rental income from commercial office space in its Exchange
Buildings (7.4% and 2.3%) for the three months ended January 31, 2009 and 2008,
respectively. The percentage variations in the year to year comparisons are due
to the decrease in sales of real estate in the first quarter of fiscal 2009.
Real Estate Expenses
Real estate expenses for the three months ended January 31, 2009 of
$37,000 decreased by $75,000 (67.2%) from real estate expenses of $112,000 for
the same period in fiscal 2008. The decrease in real estate expenses is
consistent with the 2009 decrease in real estate revenues. Real estate expenses
are comprised of the cost of real estate sold (0.0% and 64.7%), labor, operating
and maintenance (41.3% and 15.8%), depreciation and amortization (15.1% and
4.9%), taxes other than income taxes (16.7% and 4.8%) and general and
administrative expenses (26.9% and 9.8%) for the three months ended January 31,
2009 and 2008, respectively. The percentage variations in the year to year
comparisons are consistent with the decrease in the cost of real estate sold in
the first fiscal quarter of 2009.
Stockyard Revenues
Stockyard revenues for the three months ended January 31, 2009 of $815,000
accounted for 88.7% of the fiscal 2009 revenues as compared to stockyard
revenues of $901,000 or 73.2% for the same period in fiscal 2008. The 2009
decrease in stockyard revenue was due primarily to the severity of
32
the weather experienced in the mid-west. Stockyard revenues are comprised of
yard handling and auction (87.9% and 88.8%), feed and bedding income (7.1% and
6.4%) and rental and other income (5.0% and 4.8%) for the three month periods
ended January 31, 2009 and 2008, respectively. The 2009 increase in the
stockyard revenues as a percent of total revenues, is due primarily to the
$200,000 decrease in sales of real estate in the first fiscal quarter of 2009.
Stockyard Expenses
Stockyard expenses for the three months ended January 31, 2009 of $726,000
decreased by $76,000 (9.5%) from stockyard expenses of $802,000 for the same
period in fiscal 2008. Stockyard expenses are comprised of labor and related
costs (48.2% and 46.7%), other operating and maintenance (25.3% and 27.0%), feed
and bedding expense (5.9% and 7.0%), depreciation and amortization (0.7% and
0.6%), taxes other than income taxes (6.1% and 5.2%) and general and
administrative expense (13.8% and 13.5%) for the three month periods ended
January 31, 2009 and 2008, respectively. There were no significant percentage
variations in the year to year comparisons.
General and Administrative
General and administrative expenses for the three months ended January 31,
2009 of $225,000 decreased by $59,000 (20.8%) as compared to $284,000 for the
same period in fiscal 2008. The major components of general and administrative
expenses are officers salaries (52.7% and 41.7%), pension expense (13.4% and
22.2%), insurance expense (5.9% and 6.3%), office salaries (10.5% and 8.3%),
travel expense (4.2% and 4.0%), rent (2.6% and 2.0%) and professional fees (3.2%
and 2.5%) for the three month periods ended January 31, 2009 and 2008,
respectively. The percentage variations in the year to year comparisons are due
primarily to the sharp decrease in pension expenses.
Interest and Other Income
Interest and other income for the three months ended January 31, 2009 of
$0 decreased by $24,000 (99.3%) from $24,000 for the same period in fiscal 2008.
Interest and other income is comprised primarily of interest income on the
$1,600,000 note receivable associated with the fiscal 2005 sale of the company's
South St. Paul, Minnesota Exchange Building. As more fully described in note 4
the terms of this mortgage note were amended, including an increase of the rate
of interest to 12% per annum. The 2009 decrease in interest and other income is
due primarily to the principal reduction of this mortgage note receivable, which
was repaid in full in March, 2008.
33
Interest Expense
Interest expense for the three months ended January 31, 2009 of $32,000
decreased by $32,000 (50.3%) from $64,000 for the same period in fiscal 2008.
The 2009 decrease is due primarily to Canal's $1,425,000 partial repayment of
this debt in fiscal 2008. The principal balance outstanding at both January 31,
2009 and October 31, 2008 was $1,262,000. The interest rate (10%) on Canal's
variable rate mortgage notes has remained unchanged for the past 12 months.
(Expense) Income from Art Sales & Operations
Other expense from art sales & operations for the three months ended
January 31, 2009 was $1,000, while the same period in fiscal 2008 also generated
an loss from art sales & operations of $1,000. Canal had no art sales in the
first three months of fiscal 2009 or fiscal 2008. Art revenues, if any, are
comprised of the proceeds from the sale of antiquities and contemporary art. Art
expenses are comprised of the cost of inventory sold and selling, general and
administrative expenses. Canal incurred selling, general and administrative
expenses of $1,000 and $1,000 for the three month periods ended January 31, 2009
and 2008, 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 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.
The Company's variable rate mortgage notes (originally issued in 1998 and
amended several times since then) are due May 15, 2012 and are held entirely by
the Company's Chief Executive Officer and members of his family. These notes
carry interest at the rate of ten percent per annum. These notes, among other
things, prohibit Canal from becoming an
34
investment company as this is defined by the Investment Company Act of
1940;restricts Canal's ability to pay cash dividends or repurchase stock and
require principal prepayments to be made only out of the proceeds from the sale
of certain assets. The Company is in the process of negotiating a three year
extension of these notes and anticipates this will be achieved prior to year
end. Accordingly, as of January 31, 2009, the balance due under these notes was
$1,262,000, all of which is classified as long-term debt-related party.
Cash and cash equivalents of $20,000 at January 31, 2009 decreased $1,000
or 6.9% from $21,000 at October 31, 2008. Net cash used in operations in fiscal
2009 was $1,000. Substantially all of the net proceeds from the sales of real
estate or art, if any, will be used in operations or to reduce debt. During
fiscal 2009 the balance of Canal's its liabilities increased by a total of
$179,000.
At January 31, 2009 the Company's current liabilities exceed current
assets by approximately $0.5 million which was a increase of $0.1 million as
compared to October 31, 2008 when the Company's current liabilities exceeded
current assets by $0.4 million. The only required principal repayments under
Canal's debt agreements for fiscal 2009 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.
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.
35
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
January 31, 2009, 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 January 31, 2009, 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
Jan. 31, ($ US) Interest Rate Value
-------- ---------- ------------- -----
2009 $ 0 N/A
2010 0 N/A
2011 0 N/A
2012 1,262 10%
2013 0 N/A
Thereafter 0 N/A
-------
Total $ 1,262 N/A (A)
------- ------
(A) Long-term debt related party: it is not practicable to estimate the fair
value of the related party debt.
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 January 31, 2009 ("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.
36
PART II
OTHER INFORMATION
37
Item 1: Legal Proceedings:
Also see Item 3 of Canal's October 31, 2008 Form 10-K.
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 and operations of the Company. Canal was not a party to any ongoing
litigation at January 31, 2009.
The following situation did arise in fiscal 2005:
Environmental Protection Agency - Special Notice Letter for Investigation,
Portland, Oregon Property
In 1989, the Company sold its 48 acre Portland, Oregon stockyard to Oregon
Waste Systems, Inc. On September 29, 2003, the United States Environmental
Agency (EPA) placed a 4.2 acre portion of that property on the National
Priorities List pursuant to the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA), commonly known as the Superfund Act. In
a letter from the EPA dated June 27, 2005 the Company, along with approximately
13 other parties, including the current owner and operator of the site, was
notified that it might be liable to perform or pay for the remediation of
environmental contamination found on and around the site. Since the receipt of
the letter, the Company has been in periodic communications with the other
parties who received a similar letter with respect to what action, collectively
or individually, should be taken in response to the EPA assertion of liability.
The Company believes that the remediation of contamination of the site is
properly the responsibility of other parties that have occupied and used it for
waste recycling purposes since 1961, although under CERCLA the EPA is able to
assert joint and several liability against all parties who ever owned or
operated the site or generated or transported wastes to it. This investigation
is in its preliminary stages and the Company intends to vigorously defend any
liability for remediation. At January 31, 2009, the liability for remediation,
if any, is not estimatable and therefore no accrual has been recorded in the
financial statements.
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.
(B) None
38
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 12th day of
March, 2009.
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) March 12, 2009
Michael E. Schultz
Vice President-Finance
/S/ Reginald Schauder Secretary and Treasurer
------------------------ (Principal Financial and
Reginald Schauder Accounting Officer) March 12, 2009
/S/ Asher B. Edelman Chairman of the Board
------------------------ and Director March 12, 2009
Asher B. Edelman
39