PAGE 1 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 For the quarterly period ended September 30, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to ----------------- ------------------ Commission File Number 1-1543 DAYTON AND MICHIGAN RAILROAD COMPANY (Exact name of registrant as specified in its charter) Ohio 31-6005583 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 Water Street, Jacksonville, FL. 32202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (904) 359-3100 No Change (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 of each of the issuer's classes of common stock, as of September 30, 1994: 48,066.18 shares REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. - 1 - PAGE 2 DAYTON AND MICHIGAN RAILROAD COMPANY FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994 INDEX PART I. FINANCIAL INFORMATION Page Number Item 1. Financial Statements. 1. Statement of Earnings - Quarters and Nine Months ended September 30, 1994 and 1993 3 2. Statement of Cash Flows - Nine Months Ended September 30, 1994 and 1993 4 3. Statement of Financial Position - At September 30, 1994 and December 31, 1993 5 Notes to Financial Statements 6 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 7 Signature 7 - 2 - PAGE 3 DAYTON AND MICHIGAN RAILROAD COMPANY STATEMENT OF EARNINGS Quarter Ended Nine Months Ended ---------------------- ------------------ September 30, September 30, 1994 1993 1994 1993 -------- -------- -------- -------- Income Rental Income $20,716 $20,147 $60,946 $58,490 Interest Income 11,610 8,832 31,395 24,578 ------- ------- ------- ------- Earnings before Income Taxes 32,326 28,979 92,341 83,068 Income Tax Expense 8,381 7,812 23,940 21,536 ------- ------- ------- ------- Net Earnings 23,945 21,167 68,401 61,532 Dividends on Preferred Stock 8,168 8,168 24,504 24,504 ------- ------- ------- ------- Earnings Available to Common Shareholders $15,777 $12,999 $43,897 $37,028 ======= ======= ======= ======= Average Common Shares Outstanding 9,525 9,525 9,525 9,525 ======= ======= ======= ======= Earnings Per Common Share $ 1.66 $ 1.36 $ 4.61 $ 3.89 ======= ======= ======= ======= Dividends Per Common Share $ .875 $ --- $ 1.75 $ .875 ======= ======= ======= ======= See accompanying Notes to Financial Statements. - 3 - PAGE 4 DAYTON AND MICHIGAN RAILROAD COMPANY STATEMENT OF CASH FLOWS Nine Months Ended ---------------------- September 30, 1994 1993 -------- -------- OPERATING ACTIVITIES Net Earnings $ 68,401 $ 61,532 -------- -------- Cash Provided by Operating Activities 68,401 61,532 -------- -------- INVESTING ACTIVITIES Advances to CSX Transportation, Inc. (27,228) (28,693) -------- -------- Cash Used by Investing Activities (27,228) (28,693) -------- -------- FINANCING ACTIVITIES Cash Dividends Paid - Preferred (24,504) (24,504) - Common (16,669) (8,335) -------- -------- Cash Used by Financing Activities (41,173) (32,839) -------- -------- CASH AND CASH EQUIVALENTS Change in Cash and Cash Equivalents --- --- Cash and Cash Equivalents at Beginning of Period --- --- -------- -------- Cash and Cash Equivalents at End of Period $ --- $ --- ======== ======== See accompanying Notes to Financial Statements. - 4 - PAGE 5 DAYTON AND MICHIGAN RAILROAD COMPANY STATEMENT OF FINANCIAL POSITION September 30, December 31, 1994 1993 ------------- ------------ ASSETS Land and Improvements $ 685,923 $ 688,830 Due from CSX Transportation, Inc. 1,079,878 1,049,743 ----------- ----------- Total Assets $ 1,765,801 $ 1,738,573 =========== =========== SHAREHOLDERS' EQUITY Preferred Stock, Non Voting Par Value $50 $ 1,211,250 $ 1,211,250 Common Stock, Par Value $50 2,403,309 2,403,309 Retained Deficit (1,848,758) (1,875,986) ----------- ----------- Total Shareholders' Equity $ 1,765,801 $ 1,738,573 =========== =========== See accompanying Notes to Financial Statements. - 5 - PAGE 6 DAYTON AND MICHIGAN RAILROAD COMPANY NOTES TO FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION In the opinion of management, the accompanying financial statements contain all adjustments necessary to present fairly the company's financial position as of September 30, 1994 and December 31, 1993, and the results of operations for the quarters and nine months ended September 30, 1994 and 1993, and its cash flows for the nine months ended September 30, 1994 and 1993, such adjustments being of a normal recurring nature. While management believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the company's latest Form 10-K. NOTE 2. FINANCIAL REPORTING PERIODS CHANGE Effective January 1, 1994, the company changed its fiscal financial reporting periods from four calendar quarters to four 13-week quarters. Fiscal year 1994 began on January 1, 1994, and will include 52 weeks and the four thirteen week quarters will end on April 1, July 1, September 30 and December 30, 1994. NOTE 3. LEASE AGREEMENT The company has no operations. Its property is leased in perpetuity to CSX Transportation, Inc. (CSXT) and is maintained and operated by, for and in the name of CSXT. As rent, CSXT pays the company's income taxes, administrative expenses, and guaranteed dividends on the company's 3-1/2% common and 8% preferred stock on shares held by other than CSXT. Interest income is earned on amounts due from CSXT based on returns earned by CSX Corporation, parent company of CSXT, on its short-term investment portfolio. NOTE 4. EARNINGS PER SHARE Earnings per common share are computed after giving effect to preferred stock dividend requirements and are based on the weighted average number of common shares outstanding, excluding shares held by CSXT. NOTE 5. CASH AND CASH EQUIVALENTS All of the company's cash has been advanced to CSXT for investment purposes. Future cash requirements of the company will be funded by CSXT. - 6 - PAGE 7 DAYTON AND MICHIGAN RAILROAD COMPANY PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (b) Reports on Form 8-K 1. None. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DAYTON AND MICHIGAN RAILROAD COMPANY (Registrant) /s/ GREGORY R. WEBER ------------------------------------ Gregory R. Weber (Principal Accounting Officer) Dated: October 28, 1994 - 7 -