The Canada Southern Railway Company 1974 ANNUAL REPORT
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The Canada Southern Railway Company 1974 ANNUAL REPORT THE CANADA SOUTHERN RAILWAY COMPANY THE CANADA SOUTHERN RAILWAY COMPANY TO OUR SHAREHOLDERS: Penn Central Transportation Company (Penn Central) operates the prop• erties of the company, as sub-lessee of The Michigan Central Railroad Company (Michigan Central), under a lease dated August 15, 1903, which provides, among BOARD OF DIRECTORS other things, for rentals equivalent to dividends at the rate of 3% per annum upon the capital stock of the company. E. L. CLAYPOLE C. S. HILL Senior Assistant Vice President Assistant Vice President-Transportation On June 21, 1970, Penn Central filed a petition for reorganization Perm Central Transportation Company Penn Central Transportation Company Philadelphia, Pa. under Section 77 of the United States Bankruptcy Act. On July 14, 1973, Philadelphia, Pa. Michigan Central filed a petition under Section 77 of the Bankruptcy Act for reorganization in connection with or as a part of the plan of reorganization of J. T. COOPER W. A. LASHLEY Penn Central. Assistant Director-Planning Coordination Vice President-Public Affairs Perm Central Transportation Company Penn Central Transportation Company The extent, if any, to which the reorganizations of Penn Central and Philadelphia, Pa. Philadelphia, Pa. Michigan Central will affect the company cannot be determined at this time. However, all rentals owing the company have been paid when due. F. J. GASPARINI M. P. RICHARDS Vice President-Real Estate Vice President-Purchases & Material On January 2, 1974, the Regional Rail Reorganization Act of 1973 Penn Central Transportation Company Penn Central Transportation Company ("RRRA") was enacted into law providing, among other things, for the creation New York, N. Y. Philadelphia, Pa. of a restructured rail system in the Northeast and Midwest regions of the United States. Pursuant to the provisions of RRRA, the United States Railway P. E. HACKETT B. L. STROHL Association has published its Preliminary System Plan which purports to designate General Attorney General Manager-Northern Region the company's rail properties for transfer to the Chessie System, Inc. or Penn Central Transportation Company Penn Central Transportation Company Consolidated Rail Corporation. Since the company is a Canadian corporation Detroit, Mich. Detroit, Mich. and its rail line is located in Canada, there is serious question as to whether these rail properties are within the reach of RRRA, and whether the designation J. R. SULLIVAN of these properties for transfer can be enforced. The extent, if any, to which Senior Assistant Vice President this legislation may affect the leases of the company's properties cannot be Planning Coordination determined at this time. Penn Central Transportation Company Philadelphia, Pa. For more information concerning the foregoing, please see the Proxy Statement which accompanies this report, and Notes 2 and 3 to the Financial Statements included herein. Last year, we reported that the company had adopted a new investment OFFICERS policy which contemplated investment of funds (which approximated $10,000,000 at March 31, 1974) in a broad range of securities, including equity securities Philadelphia, Pa. J. T. Cooper, President and had selected Elliott & Page Limited, of Toronto, as investment counsel to New York, N. Y. F. J. Gasparini, Vice President manage its portfolio of investments. We are pleased to report the investment Philadelphia, Pa. M. P. Richards, Vice President portfolio recorded on the books at cost, in the amount of $10,831,000, at Philadelphia, Pa. J. R. Sullivan, Vice President March 31, 1975, had a market value of approximately $11,000,000. R. W. Carroll, Secretary Secretary Philadelphia, Pa. Our independent accountants, Price Waterhouse & Co., have examined the Penn Central Transportation Company financial statements of the company for the year ended December 31, 1974, and R. C. Lepley, Treasurer their report is included herein. Treasurer Penn Central Transportation Company Philadelphia, Pa. Dividends of $2.95 ($3.00 U.S.) per share were paid in 1974. J. J. Dawson, Comptroller Assistant Controller For the Board of Directors Penn Central Transportation Company Philadelphia, Pa. ' J. Thomas Cooper Registrar of Bonds Stock Transfer Agent 466 Lexington Avenue President 466 Lexington Avenue May 8, 1975 New York, N. Y. 10017 New York, N. Y. 10017 THE CANADA SOUTHERN RAILWAY COMPANY (Consolidated) THE CANADA SOUTHERN RAILWAY COMPANY (Consolidated) The Canada Southern Railway Company is an owner of railroad properties which together with a bridge owned by its wholly owned subsidiary, Niagara River Bridge Company, Management's Discussion and Analysis of are covered under the provisions of the lease described in Note 2 to the Financial Statements. the Summary of Operations (Continued) Summary of Operations Provision for foreign exchange loss in 1970 was high due to the steep decline in (Canadian $) the value of the U. S. dollar in terms of its Canadian equivalent. In 1971, there was sub• stantial recovery and a steady trend subsequent to 1971. 1974 1973 1972 1971 1970 Canadian Federal and Provincial taxes on income increased in 1974 as a result of Income from lease of road $ 448,300 $ 453,600 $ 453,000 $ 460,700 $ 460,400 the increase in dividend and interest income. As noted in Note 3 to the accompanying Dividend income Toronto, Hamilton financial statements, the company is not responsible for income taxes on rental income & Buffalo Railway Company 75,300 60,200 150,500 37,600 75,200 derived from the lease of road and dividends received from the Toronto, Hamilton and Buffalo Other investment income 962,500 590,000 498,500 475,400 594,400 Railway Company are not includable in taxable income for Canadian tax purposes. In addition, Profit from sales of property 8,000 6,600 69,900 165,500 the company was not subject to taxes in 1974 on dividends received on equity investments. Investment advisor fees (30,300- ) - Legal & auditing expense (56,100) (62,000- ) (93,400) (84,800- ) - Capital stock of the company is listed on the New York Stock Exchange and the following sets Provision for foreign exchange loss (10,900) (6,700) (56,500) (474,800- ) forth the high and the low sales prices of such stock: Miscellaneous charges (9,600) (600- ) (3,100) 900 (1,100) Calendar Quarters Ending 1 ,379,200 1,049,200 1,005,400 903,200 819.600 Price Range 12/31/74 9/30/74 6/30/74 3/31/74 12/31/73 9/30/73 6/30/73 3/31/73 Canadian Federal & Provincial High 31% 35 34% 35 33 33% 35 36 taxes on income Low 30 31% 30 31 30 3/4 27 32 32 _ Current m 21,900 193,800 149,000 Deferred 430,000 238,500 199,000 2,900 !• \200 Dividends on Company Stock (U. S. Dollars). 430,000 238,500 220,900 196,700 118.200 Month Paid Net Income $ 949j 200 $ 810,700 $ 784,500 $ 706,500 $ 50],400 Year February August Net income per share, based on 150,000 shares outstanding $6.33 $5.40 $5.23 $4.71 $3.34 1973 $1.50 $1.50 1974 1.50 1.50 Management's Discussion and Analysis of the Summary of Operations STOCKHOLDERS WISHING A COPY OF THE COMPANY'S 12K REPORT FOR 1974 AS FILED WITH THE SECURITIES Investment income increased in 1974 by 63% over 1973 amounts due to a change in AND EXCHANGE COMMISSION MAY RECEIVE SAME BY WRITTEN REQUEST TO THE SECRETARY, THE CANADA investment policy which permitted investment in higher yielding fixed income securities; a SOUTHERN RAILWAY COMPANY, SIX PENN CENTER PLAZA, PHILADELPHIA, PA. 19104. general increase in interest rates of temporary cash investments; and the effect of the investment of additional funds generated by operations. Investment advisor fees in 1974 were the result of the engagement of outside advisors to manage the company's investment portfolio. Legal counsel was engaged to protect the company's interests and in view of the reorganization of the company's lessee, Penn Central Transportation Company, independent accountants were retained to examine the financial statements of the company beginning with the year ended December 31, 1970. - 2 - - 3 - THE CANADA SOUTHERN RAILWAY COMPANY THE CANADA SOUTHERN RAILWAY COMPANY CONSOLIDATED BALANCE SHEET (Canadian $) CONSOLIDATED BALANCE SHEET (Canadian $) December 31, 1974 1973 December 31, 1974 1973 Assets Liabilities and Shareholders' Equity Current assets:- Current liabilities: $ 145,400 $ 26,200 Cash Accounts payable $ 30,300 $ 17,200 9,824,000 Temporary cash investments 4,630,800 Payable for investment securities purchased 675,900 Marketable securities, at cost (market value - - Unclaimed dividends 2,400 2,500 $6,324,400) 6,469,900 Current deferred income taxes - Note 3 68,200 55,000 10,000 Refundable income taxes Other current liabilities 18,900 10,400 164,700 125,300 Accrued interest and dividends receivable - Note 1 Due to Penn Central Transportation Receivable for investment securities sold 200,400 Company, Debtor - interest earned on investments Due from Penn Central Transportation Company, of land sale proceeds - Note 3 15,300 25.100 Debtor: 226,600 225,400 Accrued rental - Note 2 Total current liabilities 811,000 110,200 Miscellaneous 18,300 18,300 8,700 8,700 Capital and other reserve funds Deferred income taxes - Note 3 1,172,600 755,800 10.237,900 Total current assets 11,864,800 Long-term debt - Note 5: Consolidated guaranteed 50-year, 5% Gold Investment in capital stock of affiliate - Bonds, due October 1, 1962, held by Toronto, Hamilton and Buffalo Railway Penn Central Transportation Company, Debtor 10,055,000 10,055,000 627,100 Company, at cost - Note 1 627,100 Noninterest-bearing advances due the Michigan Central Railroad Company, Secondary Debtor, Other assets, restricted as to use - Note 3:- on account of repurchased Gold Bonds 18,765,200 18,765,200 2,324,100 Cash and temporary cash investments 2,681,100 Less amounts due from lessee on account of Due from Penn Central Transportation equipment retirements and road retirements Company, Debtor, for Canadian Tax net of additions and betterments assessed on waived dividends - Note 2 53,800 404.000 V.