AR, A&G 1/1/1864 P

Annual Report of the Atlantic & Gulf RR
as of January 1, 1864,
President's Report
 
Office Atlantic & Gulf Rail Road Co.
Savannah, January 1, 1864
 
   The President and Directors, composing the consolidated Boards of Directors of the late Savannah, Albany & Gulf and Atlantic & Gulf Rail Road Companies, respectfully present to the Stockholders the following Report upon the condition of the affairs of the new or consolidated Company during the past eight months. In current series, it would be the Fifth Annual Report of the latter and the Tenth of the former Company. As the Reports of the Atlantic & Gulf Rail Road Company related chiefly to the history of the construction of its Road, which was operated by the trains of the Savannah, Albany & Gulf Rail Road Company, as the construction advanced, all accounts of receipts and earnings passing through the records of the latter, this Report is, therefore, considered as continuing the current series of the older Company, and is styled the Tenth.
   The fiscal year of the old Atlantic & Gulf Rail Road Company terminated on the 31st of January, that of the Savannah, Albany & Gulf on the 30th of April. These periods having been doubtless fixed to suit the exigencies of the Companies in their inception, have been found, as they have advanced, to be productive of inconvenience, as the customary time for closing all business is the beginning of the year, while it has been also found that too little time had been before allowed for the preparation of the Annual Report between the close of the year and the Annual Meeting of the Stockholders. It is believed that the present arrangement for the close of the fiscal year, on the 31st of December, and for the Annual Meeting of the Stockholders on the second Wednesday in February, will be found advantageous to the interests of the Company and more convenient to the Trustees of its affairs. The consolidation  of the two Companies took effect on the 1st of May, 1863. Hence the present Report is upon the affairs of the Company for eight months, beginning on the 1st of May, and terminating on the 31st of December, 1863.
   The Treasurer's balance, and the Report of the Superintendent appended hereto, will afford a correct view of the operations of the Company during this period.
   The total cash receipts for the past two-thirds of a year, amount to $630,106.85, or at the rate of $78,763.35 per month. Of this $347,666.86 or 56 7/8 per cent. have been paid out for the ordinary and extraordinary expenses of the Road. After these disbursements, and the payment of $221,916.52 for dividends, declared upon the consolidation of the Companies, and 8 per cent. from earnings, declared in December last, there remains reserved:
Cash $71,762.65
Uncollected Bills 30,930.52
Due by Confederate States 65,670.24
Due by J. M. Potter, Agent 6,022.18
Bonds State of Georgia 73,000.00
Unpaid Installments, State of Georgia 100,000.00
Confederate 8 per cent Bonds 11,300.00
Augusta & Savannah Rail Road Stock 700.00
$359,385.59
   To which add the value of 2001 shares of Stock retired in the consolidation of the old companies, and now the property of the new corporation.
   The condition of the financial affairs of the Company should be satisfactory to its Stockholders. It is in the greatest degree justly ascribable to the consolidation of the Stocks of the two old Companies. Projected by the same authors, designed for the same ends, and separated only from circumstances contingent to their early condition, their final union has harmonized their common interests, composed every cause of conflict, and joined them in an economy promising certain benefit and success.
   The income of the Company has been much reduced by the well known disproportion between prices and freights, but chiefly by the want of Rolling Stock, which it has been impossible to procure. The establishment of the blockade, contemporaneous with the completion of the Road to Thomasville, prevented the possibility of obtaining an adequate equipment of Locomotives, or to furnish the Machine Shops of the Company with the necessary tools for construction and repair. Under these untoward circumstances, it has been the misfortune of the Atlantic & Gulf Rail Road Company to operate the longest line of Rail Road in the State of Georgia, the outlet of the products of $40,000,000 of her taxable property, to which should be added a large amount of the products of the State of Florida. (It is interesting to know that the value of the principal articles of Freight, passing over the Road in the last 8 months, amounts at Government rates for the most part, to $21,000,000.) The whole number of Locomotives on the Road in 1862 was ten, in January, 1863, this number was increased to twelve, in November, 1863, to fourteen. Thus in 1862 the Road was operated with one Locomotive to 20 miles -- in 1863, from November last, with one Locomotive to 14 1/7 miles. The equipment of the Central Rail Road in 1862 was one Locomotive to every 3 1/4 miles; of the Macon & Western Rail Road one to 9 1/4 miles. The average number of miles run to the Locomotive on these Roads in 1863 was 10854; on the Atlantic & Gulf Rail Road, 18993. In 1863, the average mileage on the latter Road was 16727 for Ten Locomotives, the remaining Engines being a Shifting Engine, and two others, placed on the line as late as November last.
   This brief comparison, while it proves that the Rolling Stock of the Company has not been idle, betrays its real inadequacy to the work to be performed, and that the excessive employment, to which it is subjected, must produce corresponding wear and tear. The want of well furnished Machine Shops for construction and repairs is therefore deeply felt. The Company has been dependent to a large extent upon outside skill for repairs, which can only increase in amount with the prolongation of the war. Thus, while the work is not always thoroughly performed, its expensiveness is a serious and growing burthen on the earnings of the Company. Indeed, the want of furnished workshops is felt through the whole mechanical economy of the Road. It is proper that these facts should be made known, as they explain, not merely some of the most pressing difficulties of the trying period through which the Road is now passing, but trace to their legitimate sources the extraordinary expensiveness of this important department.
   To such causes of an unusual disproportion between earnings' and expenditures is to be added the constantly increasing value of all Rail Road supplies. The increment of values has far more than doubled wit in twelve months. Our rates of transportation have not been proportionately augmented, for we have been unwilling to add, without more evident necessity to the cost, especially, of food supplies. But the time seems to be approaching, when the scarcity and almost fabulous prices of material will force the rates of Rail Road transportation to a point which can no longer be esteemed cheap. The rates of Freight of this Company were advanced one hundred per cent. during the past year, and a further increase of one hundred per cent. has been directed to take effect this day. The rates of passage have been recently advanced 33 1/3 per centum, or to 8 cents per mile. Thus the tariff of Freight has been increased three hundred per centum, and of passage 78 per centum, yearly. Railroad supplies have advanced in price since January last from 1000 to 1500 per centum. The wages of Rail Road mechanics have been raised in the same period 150 per centum.
   The usual condition of the finished portion of the Road has been maintained without material change. During this year, however, a very large expenditure will be necessary for the renewal of Cross Ties and Bridges, especially upon those divisions of the line lying East of the Altamah and West of the Withlacoochee Rivers. The timber growing West of the latter River, being of recent origin, is not of a durable character, and when used as Cross Ties, requires renewal within three years after being laid. In consequence of this fact the want of Ties upon the division West of the Withlacoochee is seriously urgent. Some purchases of land have been made, during the past year, for procuring Cross Ties, as the prices demanded by contractors have been found inadmissible. Such supplies must not be allowed to depend exclusively on the concerted action of monopolies along the line of the Road.
   The oldest rail on the Road, that nearest to Savannah, is somewhat worn, but will bear the trail of two or three years more. The Company has a sufficient supply of new rail to relay any small portions of track that may become dangerous in that period.
   The work of grading the unfinished portion of the line beyond Thomasville is still being slowly carried on. The total amount graded is 30 miles, reaching to a point about 5 miles from Bainbridge, and leaving ungraded 133,423 cubic yards. Fifteen miles of the portion next to Thomasville is completely bridged, and for the greater part furnished with cross ties. There is much damage to all the unfinished portions of the Road from unrepaired washes and slides, but it is believed that the eventual pecuniary loss from those causes will not be large.
   The consolidation of the Stocks of the Savannah, Albany & Gulf and Atlantic & Gulf Rail Road Companies, forming a most important feature in their common history, the general proceedings of both companies, under their Charter of consolidation, are here embodied as a matter of record as well as of general interest. The proceedings will explain themselves, and are therefore introduced without comment.
 
Savannah, June 15, 1863
To the Stockholders of the Savannah, Albany & Gulf and Atlantic & Gulf Rail Road Companies
   The General Assembly, at its late extra session, having passed an Act assented to on the 18th of April last, " authorizing and empowering the Savannah, Albany & Gulf, and the Atlantic & Gulf Rail Road Companies to consolidate their Stocks upon such terms and conditions as may be agreed upon by the Directors and ratified by a majority of the Stockholders there," the President and Directors respectfully report to the Stockholders that they have taken this important subject into full consideration, and after a conference between the Boards of Directors through their joint committee, present the following Report embodying a plan of consolidation unanimously adopted by the Board of Directors of each Company, and which is recommended for the ratification of the Stockholders:
 
Report of the Joint Committee
   The undersigned, joint committee appointed by the Directors of the Savannah, Albany & Gulf Rail Road Company, and the Atlantic & Gulf Rail Road Company, recommend the following plan of consolidation, to wit: that the actual cost of each Road and its appurtenances shall be the basis upon which the two Roads shall be consolidated, that the amount of such cost over and above the issue of Bonds and Stock shall be represented by an issue of new Stock, to be divided rateably to the Stockholders in each Company, and that the two Companies shall be thus consolidated.
   That to settle on the above basis, the Secretary shall be instructed to prepare tables exhibiting the actual cost of each Road and its appurtenances on the 30th of April, 1863, and also the amount of scrip to be issued to the Stockholders in each Company, the object of this mode of settlement being to leave each Stockholder in the new Company in the same relative situation as to property in the Company, as he occupied in the old Companies.
   And we further recommend that the two Boards of Directors of said Companies shall remain in office and act jointly until the second Monday in February next, on which day there shall be an election for Directors of the consolidated Company.
   And that the fiscal year of the consolidated Company shall terminate on the 31st of December of each year.
Solomon Cohen Committee of Sav. A. & G. R. R. Co.
John Stoddard
Henry D. Weed
A. T. Macintyre Committee of Atlantic & G. R. R. Co.
C. J. Munnerlyn
Wm. B. Hodgson
 
   It will be observed that the report of the joint committee directs the statement of the Secretary to be based upon the actual cost of the Road and its appurtenances on the 30th of April, 1863, but as it was found necessary to include the assets of each Company, in order to make a just basis of consolidation, the Secretary has drawn his statement from the financial status of each Company on the 1st of May, 1863, the date upon which the accounts of the fiscal year of the Savannah, Albany & Gulf Rail Road Company are finally closed. By this means the total indebtedness of that Company to the Atlantic & Gulf Rail Road Company in their adjustment of earnings is made to appear in its proper relations of assets and liability.
The statement of the Secretary is as follows:
Savannah, Albany & Gulf Rail Road
Construction Account $1,348,495.28
Less Discount on Bonds 73,395.62 1,274,899.66
Right of Way 16,387.77
Rolling Stock 202,703.52
Savannah Depot 63,667.95
Screven Depot 558.33
Florida Branch Rail Road 75,726.28
Interest paid on Bonds for do 2,107.58
Improvements in Savannah Depot 52,698.72
Connecting Line to Central Rail Road 4,677.47
Branch to Lamar's Canal 3,025.00
Machine Shop at Thomasville 8,000.00
Cost of Road and Appurtenances 1,704,452.28

Assets

Stock Shares in A. & G. R. R. Co. 200,100.00
    "    Augusta & W. R. R. Co. 700.00
Confederate Bonds 4,500.00
L. M. Hamilton, Agent 15,914.79
Confederate States 66,614.83
Cash in Merchants & Planters Bank 31,334.76 319,164.38

Road and Assets

2,023,616.66

Liabilities

Capital Stock 1,371,300.00
7 per cent. Guaranteed Stock for Florida Branch 76,400.00
Company's Bonds 341,200.00
Due the Atlantic & Gulf R. R. Co. 192,377.68 1,981,277.68
Balance due Stockholders 42,338.98
Add 2 1/4 per cent. dividend on 2001 shares Atlantic & Gulf Rail Road 4,502.25
46,841.23
A dividend of 3 3/8 per cent. on 13713 shares of Stock will amount to 46,381.37
Leaving undivided $459.86
Atlantic & Gulf Rail Road Company
Construction Account $1,104,328.91
Surveying and Engineering 48,295.14
Screven Depot 525.00
Right of Way 81,154.87
Extended Surveys 6,141.53
Iron Rails, Chairs and Spikes 577,396.59
Freight, Wharfage and Drayage 38,424.82
1,856,266.86

Assets

D. W. Orr, Contractor 553.01
Bonds of the State 73,000.00
Confederate Bonds 6,800.00
Due by S., A. & G. R. R. 192,377.68
Cash 35,290.70 308,021.39

Value of the Road

2,164,288.25

Liabilities

Capital Stock $1,626,720.00
Company's Bonds 500,000.00 2,126,720.00
Balance due Stockholders 37,568.25
A dividend of 2 1/4 per cent. on 16267 1/5 shares will require 36,601.20
Leaving Undivided $967.05
   The amount to be divided to the Stockholders of the Savannah, Albany & Gulf Rail Road is 3 3/8 per cent. on $1,317,300 of Capital Stock, making the sum total to be divided by the consolidated or new Company $82,982. 57. It is proposed in the Report of the Joint Committee, not, however, intending it as an absolute recommendation, to cause this sum to be issued in Script, but as this mode of distribution will involve, without necessity, an extension of Capital Stock, it is advised that this dividend be paid in cash. The amount of Capital Stock will thus remain unchanged, and two thousand and one (2001) shares of the Stock of the Atlantic & Gulf Rail Road, belonging to the Savannah, Albany & Gulf Rail Road Company, becomes the property of the new Company, and may be disposed of at any time without increasing the amount of Capital Stock now belonging to both Companies.
   The consolidation of the two Companies places their financial affairs in the condition shown in the following united balance:
   The affairs of the Consolidated Company will stand as follows, if the consolidation takes place to date the 1st day of May, 1863
CR
Retired Stock Atlantic & Gulf R. R. Co. 200,100.00
Stock Augusta & Waynesboro' Rail Road 700.00
Construction Account 3,123,082.27
Right of Way 97,542.64
Rolling Stock 202,703.52
Savannah Depot 63,667.95
Screven Depot 1,083.33
L. M. Hamilton, Agent 15,914.79
Florida Branch Rail Road 75,726.28
Improvements Savannah Depot 52,698.72
Confederate Bonds 11,158.13
Connecting Line to Central Rail Road 4,677.47
Branch to Lamar's Canal 3,025.00
Machine Shop at Thomasville 8,000.00
Confederate States 66,614.83
D. W. Orr 553.01
Bonds of the State of Georgia 73,000.00
Cash 66,625.46
$4,066,873.40
DR
Capital Stock $2,998,020.00
Special Guaranteed 7 per cent Stock 76,400.00
Company's Bonds 841,200.00
Profit and Loss; A. & W. R. R. 147,648.90
Suspense Account 3,604.50
$4,066,873.40
   In reviewing this statement it is found that the property and liabilities of the new Company are as follows:
Property
Value of Road, Depots, Buildings and other permanent property $3,429,503.66
Cash and personal property, including Rolling Stock and $200,100 Retired Stock 637,369.74 $4,066,873.40
Liabilities
Capital Stock $2,998,020
Special Guaranteed Stock 76,400
Company's Bonds 841,200 3,915,620.00
Assets remaining over and above all Liabilities $151,253.40
   The Joint Committee has further recommended that the present Boards of Directors of the old Companies serve as a consolidated Board for the new Company until the second Wednesday in February next. This recommendation becomes the more forcible, as the meetings of the Stockholders of each Company must, of necessity, be separate until consolidation is effected, and a new Board cannot be chosen without again calling together the Stockholders of the new Company. 
   The recommendation that the fiscal year of the new Company shall terminate on the 31st of December, of each year, is of importance. It is the period, when it is universally customary to close annual business of every nature, and we can now discover no good reason for continuing to observe the present rule of either Company terminating the fiscal year either on the 31st of January or the 30th of April.
Respectfully submitted,
John Screven
President A. & G. and S., A. & G. R. R. Cos.
 
   The foregoing Report was submitted to a called meeting of the Stockholders of the Savannah, Albany & Gulf Rail Road Company, on the 17th of June, 1863, 11,180 Shares of Stock being represented. The action of the Board of Directors was ratified by the passage unanimously of the following resolution:
   "Resolved, That an Act of the General Assembly, entitles "An Act to authorize the consolidation of the Stock of the Savannah, Albany & Gulf Rail Road Company and the Atlantic & Gulf Rail Road Company, and for other purposes, assented to April 18thy, 1863," is accepted by the Stockholders of this Company, and that they hereby approve and ratify the terms and conditions of consolidation agreed upon by the Boards of Directors of this and of the Atlantic & Gulf Rail Road Company."
   On the 30th of June, 1863, the terms and conditions of consolidation, recommended by the Board of Directors of the two Companies, were also ratified by the Stockholders of the Atlantic & Gulf Rail Road Company by the following resolution:
   "Resolved, That the Act of the General Assembly, assented to on the 18th of April, 1863, granting authority to consolidate the Stocks of this Company and that of the Savannah, Albany & Gulf Rail Road Company, (13,486 Shares out of 16,218 being represented in this meeting,) is hereby accepted, and that the terms and conditions of consolidation agreed upon by the Directors, and embodied in the Report of the President and Directors to this meeting, are hereby accepted and ratified; said consolidation to begin and take effect from the 1st day of May, 1863, and that the Directors have authority to divide the surplus and distribute it among the Stockholders, either in Stock, Script or Cash as the Directors may select."
   Thus, the consolidation of the two Companies was in conformity with the Act of the Legislature by which it was authorized. The terms and conditions of the consolidation were not, however, complete, as it was deemed most expedient to allow time to develop such details as would be found necessary to perfect the union of the Companies, and to reconcile any antagonistic differences in the provisions of their Charters. The board of Directors has recently had this subject under consideration, and has agreed upon the following terms and conditions as being necessary to complete and perfect the consolidation of the two Companies, and recommend the same for the ratification of the Stockholders:
   1. That the office of the Company shall be kept in the City of Savannah, and the Annual Meeting of Stockholders for the general transaction of business, the reception of the Annual Report of the President and Directors, and the election of Directors, shall be held in the same City on the Second Wednesday in February of each year.
   2. That, at any meeting of the Stockholders, a majority of all the Stock shall be represented in person, or by proxy, to authorize the transaction of any business, except the reception of the Annual Report, examination of the affairs of the Company, and the election of Directors.
   3. That all Stockholders attending the Annual Meeting of the Stockholders, shall be entitled to a free ticket on the Road, coming and returning.
   4. That the Board of Directors, for the present, shall consist of Fifteen Members, each of whom shall hold in his own name Twenty-Five Shares of the Capital Stock of the Company, and shall continue in office for one year, and until their successors are elected.
   5. That the scale of voting in the consolidated Company shall be according to the Charter of the Atlantic & Gulf Rail Road Company, viz: that each Share shall be entitled to one vote.
   6. That the provision of the Charter of the Savannah, Albany & Gulf Rail Road Company, making Five Directors with the President or President pro tem., a quorum for the transaction of business, be adopted by this Company. 
   It would prolong this Report to great length to enter into a full explanation of the reasons of the provisions thus agreed upon by the Joint Board of Directors, but they are respectfully recommended to the consideration and adoption of the Stockholders as being either judicious in themselves, or necessary to the reconciliation of conflicting franchises of the two Companies.
John Screven
President

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