U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC. 20549 FORM 10-QSB /X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended January 31, 1996 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-620 ------- DETROIT & CANADA TUNNEL CORPORATION ----------------------------------- (Name of small business issuer in its charter) Michigan 38 - 0477830 - ---------------------------------- --------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 100 East Jefferson Avenue, Detroit, Michigan 48226 - -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (313) 567-4422 ---------------- Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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. ( X ) Yes ( ) No The number of outstanding shares of the issuer's common stock as of January 12, 1996 was 676,027. Transitional Small Business Disclosure (check one) Yes ( ) No ( x ) PART I. ITEM 1. FINANCIAL STATEMENTS DETROIT & CANADA TUNNEL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets Unaudited --------- January 31 October 31 1996 1995 ---------- ---------- CURRENT ASSETS CASH $ 2,285,834 $ 2,129,988 SHORT TERM INVESTMENTS 4,657,316 4,840,847 ACCOUNTS RECEIVABLE, Net of allowance for doubtful accounts of $7,900 and $5,000 1,033,176 1,057,094 PREPAID EXPENSES 538,979 446,199 ------------ ------------ TOTAL CURRENT ASSETS 8,515,305 8,474,127 ------------ ------------ LONG TERM INVESTMENTS EQUITY INVESTMENTS - Available for Sale 1,712,516 1,573,768 OTHER INVESTMENTS 673,800 673,800 ------------ ------------ 2,386,316 2,247,568 ------------ ------------ PROPERTY, PLANT & EQUIPMENT Leasehold Improvements 11,664,202 11,694,880 Equipment 1,206,716 1,157,898 ------------ ------------ 12,870,918 12,852,778 Accumulated Depreciation and Amortization (2,126,542) (2,025,624) ------------ ------------ 10,744,376 10,827,154 ------------ ------------ DEFERRED INCOME TAX BENEFIT 367,736 415,000 ------------ ------------ $ 22,013,733 $ 21,963,850 ============ ============ <FN> The accompanying notes are an integral part of these financial statements. DETROIT & CANADA TUNNEL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (continued) Unaudited --------- January 31 October 31 1996 1995 ---------- ---------- CURRENT LIABILITIES ACCOUNTS PAYABLE $ 349,670 $ 960,616 ACCRUED PAYROLL & VACATION 94,015 135,556 ACCRUED TAXES 460,657 301,965 OTHER ACCRUED LIABILITIES 6,441 115,507 ----------- ----------- TOTAL CURRENT LIABILITIES 910,783 1,513,644 ----------- ----------- POSTRETIREMENT BENEFITS 3,445,072 3,383,744 ----------- ----------- STOCKHOLDERS' INVESTMENT COMMON STOCK, 1,000,000 shares authorized, 3,382,965 3,382,965 676,027 issued and outstanding CAPITAL SURPLUS 28,124 28,124 RETAINED EARNINGS 13,351,392 12,851,549 UNREALIZED NET GAIN ON INVESTMENT SECURITIES AVAILABLE FOR SALE 895,396 803,823 ----------- ----------- 17,657,877 17,066,461 ----------- ----------- $22,013,733 $21,963,850 =========== =========== <FN> The accompanying notes are an integral part of these financial statements. DETROIT & CANADA TUNNEL CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations For the three months ended Unaudited ----------------------------- January 31 January 31 1996 1995 ---------- ---------- OPERATING REVENUE Tolls $ 1,908,750 $ 1,751,266 Management Fee 160,119 148,937 Rental and Lease Income 253,922 265,654 ----------- ----------- 2,322,791 2,165,857 ----------- ----------- OPERATING EXPENSES Tunnel Operations 1,406,858 1,516,127 Taxes Other than Income 161,422 107,915 Foreign Currency Transaction (Gain)Loss (27,108) 58,115 ----------- ----------- 1,541,171 1,682,157 ----------- ----------- 781,621 483,700 ----------- ----------- OTHER INCOME Interest and Dividends 117,954 124,082 Other Income - net 4,249 7,864 ----------- ----------- 122,202 131,946 ----------- ----------- Income before taxes 903,823 615,646 Provision for income taxes 319,476 230,018 ----------- ----------- Net Income $ 584,347 $ 385,627 =========== =========== Net Income per Average Share $ 0.86 $ 0.57 =========== =========== Dividends declared per share $ 0.125 $ 0.125 =========== =========== Average Shares Outstanding 676,027 682,027 =========== =========== <FN> The accompanying notes are an integral part of these financial statements. DETROIT & CANADA TUNNEL CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For three months ended Unaudited ----------------------------- January 31 January 31 1996 1995 ---------- ---------- Cash flows from operating activities: Net income $ 584,347 $ 385,627 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Postretirement Benefits 61,328 62,118 Depreciation and amortization 100,918 93,033 Loss (Gain) on sale of investments, net 0 0 Loss (Gain) on sale of property 0 0 Cash provided (used ) by changes in Operating assets and liabilities: Accounts receivable 23,918 280,637 Prepaid expenses (92,780) (82,498) Accounts payable (610,946) (970,530) Accrued liabilities (150,607) (20,308) Accrued taxes 158,692 (566,263) Deferred tax liabilities 89 0 ----------- ----------- Net cash provided by (used in) operating activities 74,959 (818,184) Cash flows from investing activities: Purchase of investment securities 0 0 Proceeds from sale of investment securities 0 (3,792) Net change in short term investments 183,531 7,040,596 Purchase of property, plant & equipment (18,140) (486,359) Proceeds from sale of property 0 0 ----------- ----------- Net cash provided by (used in) investing activities 165,391 6,550,445 Cash flows from financing activities: Dividends paid (84,504) (85,254) Purchase of common stock 0 0 ----------- ----------- Net cash used by financing activities (84,504) (85,254) ----------- ----------- Net increase (decrease) in cash 155,846 5,647,007 Cash at beginning of period 2,129,988 1,632,395 ----------- ----------- Cash at end of period $ 2,285,834 $ 7,279,402 =========== =========== <FN> The accompanying notes are an integral part of these financial statements. DETROIT & CANADA TUNNEL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements Unaudited 1 - GENERAL There has been no change in the Corporation's principal accounting policies which were set forth in the 1995 Annual Report to the Stockholders. The consolidated financial statements included herein have been prepared by the Corporation, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of financial results. All adjustments are of a normal or recurring nature. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Corporation believes that the disclosures are adequate so as to not make the information presented misleading. The financial statements are subject to year-end audit and other adjustments as later information may require. 2 - FOREIGN CURRENCY TRANSACTIONS The functional currency of the Corporation and its subsidiary is the US dollar. Certain transactions of the Corporation and its subsidiary are denominated in Canadian dollars. Foreign currency transaction gains or losses result from exchange rate fluctuations between the US and Canadian dollars and are recognized in the period in which the exchange rate changes. PART I ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION I. Results of Operations For the three months ended January 31, 1996 Toll revenue increased 9.0% overall during the first three months corresponding to a 9.02% increase in traffic volume due to casino related traffic. A second gaming facility in Windsor opened in December, 1995. Management expects current high traffic volumes to continue. Foreign currency transaction gain was $27,108 in 1996 compared to a loss of $58,115 in 1995 as the value of the Canadian dollar rose against the United States dollar. II. Liquidity During the first three months, the Corporation met its dividend, operating and construction capital needs using cash provided from operating activities, utilization of cash reserves and short and long term investments. A $4 million line of credit is available from a bank to meet short term cash needs. III. Changes in Financial Condition The Corporation and the City of Windsor are engaged in a major renovation of the tunnel property. During the first three months of fiscal 1996, expenditures for capital projects by the Corporation were $.2 million. Projected expenditures for fiscal 1996 are expected to be $3.9 million. Additional major capital expenditures are expected in subsequent years. Construction projects will be funded through current earnings, utilization of short term investments and if necessary, short term draws against the line of credit. Deferred tax benefits relate principally to postretirement benefits which will be paid in future periods and net unrealized gains on securities classified as available-for-sale which will be received in future periods. PART II ITEM 6. EXHIBITS and REPORTS ON Form 8-K (a) The following exhibits are filed as part of this report : Exhibit 10 - Severance agreements with the Chief Executive Officer and the Principal Financial and Accounting Officer, both dated December 14, 1995 (b) Reports on Form 8-K No reports on Form 8-K were filed by the Corporation during the quarter ended January 31, 1996. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DETROIT & CANADA TUNNEL CORPORATION (Registrant) BY: /s/ David C. Canavesio ------------------------------------ David C. Canavesio Treasurer and Vice President - Finance (Principal Financial Officer and Principal Accounting Officer) Date 3/15/96 ---------