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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2003
Commission File Number 1-5447
PITTSBURGH & WEST VIRGINIA RAILROAD
(Exact name of registrant as specified in its charter)
Pennsylvania 25-6002536
(State of organization) (I.R.S. Employer Identification No.)
#2 Port Amherst Drive, Charleston, WV 25306-6699
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (304) 926-1124
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Shares of beneficial interest, American Stock Exchange
without par value
Securities Registered Pursuant to Section 12(g) of the Act: None
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 requirement for the past 90 days:
Yes X No
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 27, 2004 was $13,741,000.
At February 27, 2004, there were 1,510,000 outstanding shares of beneficial
interest.
Notices and communications from the Securities and Exchange Commission for the
registrant may be sent to Robert A. Hamstead, Vice President and
Secretary-Treasurer, #2 Port Amherst Drive, Charleston, WV 25306.
The information required by Part III hereof is incorporated by reference
from Registrant's Proxy Statement, which will be filed with the Securities
and Exchange Commission within 120 days after December 31, 2003.
PART I
Item 1 BUSINESS
Pittsburgh & West Virginia Railroad (the "Registrant") was organized in
Pennsylvania in 1967, as a business trust, for the purpose of acquiring the
business and property of a small leased railroad. The railroad was leased in
1964 to Norfolk and Western Railway Company, now known as Norfolk Southern
Corporation ("NSC"), by Registrant's predecessor company for 99 years with the
right of unlimited renewal.
Registrant's business consists solely of the ownership of the properties
subject to the lease, and of collection of rent thereon. The rent received is
$915,000 per year, in cash, which amount is fixed and unvarying for the life of
the lease. In addition, the lease provides that certain non-cash items be
recorded as rent income each year. These entries are equal in amount to the
sum of (1) Registrant's federal income tax deductions for depreciation,
retirements, and amortization of debt discount expense, and (2) all other
expenses of the Registrant, except those expenses incurred for the benefit of
its shareholders. For financial reporting purposes, only the cash income is
reported, as the non-cash items, although recorded under the terms of the
lease, have no financial value because of the indeterminate settlement date.
The Lease provided that NSC would assume payment of the principal of and
interest on Registrant's long-term debt. The debt was paid off during 1982.
Registrant has elected to be treated for tax purposes as a "real estate
investment trust." As such, the trust itself is exempt from federal income
tax, to the extent that its income is distributed to shareholders. However,
dividends paid by Registrant are ordinary taxable income to its shareholders.
In order to maintain qualified status, at least 95% of ordinary taxable income
must be distributed. It is Registrant's policy to distribute annually
approximately 100% of ordinary taxable income.
Item 2 PROPERTIES
The properties leased to NSC consist of 112 miles of main line road
extending from Pittsburgh Junction, Ohio, through parts of West Virginia,
to Connellsville, Pennsylvania; approximately 20 miles of branch lines; and
other assets used in the operation of the railroad, such as real estate,
machinery and equipment, and supplies, but excluding rolling stock all of
which was sold to NSC prior to the effective date of the lease.
Item 2 PROPERTIES (Continued)
The more significant provisions of the lease applicable to the properties
are:
NSC at its own expense and without deduction from the rent, will maintain,
manage and operate the leased property and make such improvements thereto
as it considers desirable. Such improvements made by NSC become the
property of the Registrant, and the cost thereof constitutes a recorded
indebtedness of Registrant to NSC. The indebtedness is offset when non-
cash rental is recorded over the depreciable life of the improvements.
Such part of the leased property as is, in the opinion of NSC, not necessary,
may be disposed of.
The proceeds of any disposition are retained by NSC and constitute an
indebtedness of NSC to Registrant. Because of the unlimited settlement date
for non-cash items, such transactions and balances have not been reported in
the financial statements since 1982.
If NSC should ever terminate the lease, all properties covered by the lease
would be returned to Registrant, together with sufficient cash and other
assets to permit operation of the railroad for one year.
Item 3 LEGAL PROCEEDINGS
There were no legal proceedings.
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter to a vote of security
holders.
PART II
Item 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Registrant's shares are listed for trading on the American Stock Exchange.
At February 27, 2004, there were approximately 866 holders of record of
registrant's shares of beneficial interest.
Stock Market and Dividend information per share of beneficial interest.
2003 Quarters Ended
3/31 6/30 9/30 12/31
Sales price of traded shares
High $ 9.70 $ 9.20 $ 9.22 $ 9.09
Low 8.80 7.25 8.60 8.67
Dividends paid .13 .14 .13 .13
2002 Quarters Ended
3/31 6/30 9/30 12/31
Sales price of traded shares
High $ 8.47 $ 8.80 $ 8.79 $ 9.15
Low 8.05 8.20 8.36 8.40
Dividends paid .13 .14 .14 .14
Item 6 SELECTED FINANCIAL DATA
($Thousands, except per share amounts)
2003 2002 2001 2000 1999
Revenues $ 915 $ 915 $ 915 $ 915 $ 915
Income available for
distribution 799 821 830 837 832
Net income 799 821 830 837 832
Total assets 9,190 9,190 9,200 9,200 9,193
Per share amounts:
Net income .53 .54 .55 .55 .55
Income available
for distribution .53 .54 .55 .55 .55
Cash dividends .53 .55 .55 .55 .55
Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
All of the Registrant's railroad properties are leased to Norfolk and
Western Railway Company, now known as Norfolk Southern Corporation ("NSC"),
for 99 years, with unlimited renewals on the same terms. Cash rental is a
fixed amount of $915,000 per year, with no provision for change. This
cash rental, and small amounts of interest income, are the only source of
funds. Although the lease provides for additional rentals to be recorded,
these amounts do not increase cash flow as they are charged to NSC's settlement
account with no requirement for payment.
Income available for distribution in 2003 and in 2002 was approximately
$799,000 and $821,000, respectively.
Registrant's only cash outlays, other than dividend payments, are for
general and administrative expenses, which were slightly higher in 2003 than
in 2002. The leased properties are maintained entirely at NSC's expense.
Since cash revenue is fixed in amount and outlays for expenses are
relatively modest, inflation has had no material impact on Registrant's
reported net income.
Item 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Quarterly financial data (in $thousands, except per share amounts)
2003 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
Revenues $ 229 $ 229 $ 229 $ 228
Net income 206 187 202 204
Per share .14 .12 .13 .14
2002
Revenues $ 229 $ 229 $ 229 $ 228
Net income 208 196 208 209
Per share .13 .13 .14 .14
Detailed financial statements of Registrant appear on pages F-3 through F-8
of this report. Per share data for the year is slightly different from the sum
of four quarters due to rounding.
Item 9 CHANGES IN AND DISAGREEMENTS WITH AUDITORS' ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
Item 9a CONTROLS AND PROCEDURES
The President and Vice President and Secretary-Treasurer of Registrant have
evaluated the effectiveness of the disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as required by paragraph (b) of Rules
13a-15 and 15d-15 under the Exchange Act, and have concluded that as of the
end of the period covered by this report the disclosure controls and procedures
were effective.
There was no change in Registrant's internal control over financial
reporting identified in connection with the evaluation required by paragraph
(d) of Rules 13a-15 and 15d-15 under the Exchange Act during Registrant's last
fiscal quarter that materially affected, or is reasonably likely to materially
affect, Registrant's internal control over financial reporting.
PART III
Item 10 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
This information is incorporated herein by reference to Registrant's 2004
Proxy Statement.
Item 11 EXECUTIVE COMPENSATION
Not applicable.
Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Management's ownership of Registrant's shares of beneficial interest as of
February 27, 2004.
Shares Percent of
Name of Beneficially Outstanding
Trustee Owned Shares
Herbert E. Jones, Jr. 4,000 0.264
Charles T. Jones 200 0.013
Virgil E. Wenger 200 0.013
All trustees and officers
as a group (3 persons) 4,400 0.290
Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is set forth in Registrant's 2004 Proxy Statement, which
is incorporated herein by reference.
Item 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
This information is set forth in Registrant's 2004 Proxy Statement, which
is incorporated herein by reference.
PART IV
Item 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1. A list of all financial statements and financial statement
schedules filed as part of this report is set forth on page F-1
herein.
2. Exhibits-all the exhibits listed below are incorporated herewith
by reference to Form 8 Amendment to Annual Report on Form 10-K
for the year ended December 31, 1988:
3.1 Pittsburgh & West Virginia Railroad Declaration of Trust
dated February 18, 1967.
3.2 Pittsburgh & West Virginia Railroad Regulations.
3.3 Plan and Agreement of Reorganization, dated February 18,
1967, between Pittsburgh & West Virginia Railroad and The
Pittsburgh and West Virginia Railway Company.
3.4 Amendment No. 1 to Plan and Agreement of Reorganization
dated February 18, 1967, between The Pittsburgh and West
Virginia Railway Company and Pittsburgh & West Virginia
Railroad.
10.1 Lease of railroad properties, dated July 12, 1962, between
the Pittsburgh and West Virginia Railway Company and
Norfolk and Western Railway Company.
10.2 Assignment of lease by The Pittsburgh and West Virginia
Railway Company to Pittsburgh & West Virginia Railroad.
(b) No report on Form 8-K was filed during the fourth quarter of 2003.
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.
PITTSBURGH & WEST VIRGINIA RAILROAD
By /s/ Robert A. Hamstead
Robert A. Hamstead
Vice President and Secretary-Treasurer
Date: March 24, 2004
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.
/s/ Herbert E. Jones, Jr. /s/ O. Nelson Jones
Herbert E. Jones, Jr. O. Nelson Jones
Chairman of the Board and Trustee Trustee
/s/ Charles T. Jones
Charles T. Jones
Alternate Chairman, President and
Trustee
Date: March 24, 2004
CERTIFICATION:
I, Herbert E. Jones, Jr., Chairman of the Board, certify that;
1. I have reviewed this annual report on Form 10-K of The Pittsburgh & West
Virginia Railroad;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's Board of Trustees:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: 03/24/04
/s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
CERTIFICATION:
I, Charles T. Jones, President, certify that;
1. I have reviewed this annual report on Form 10-K of The Pittsburgh & West
Virginia Railroad;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's Board of Trustees:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: 03/24/04
/s/ Charles T. Jones
Charles T. Jones
President
CERTIFICATION:
I, Robert A. Hamstead, Vice President, Secretary and Treasurer, certify that;
1. I have reviewed this annual report on Form 10-K of The Pittsburgh & West
Virginia Railroad;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's Board of Trustees:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: 03/24/04
/s/ Robert A. Hamstead
Robert A. Hamstead
Vice President, Secretary
and Treasurer
SECTION 906 CERTIFICATION
In connection with the annual report of the Pittsburgh & West Virginia
Railroad (the Trust) on Form 10-K for the period ending December 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Charles T. Jones, President of the Trust, certify, to the best of
my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Trust.
/s/ Charles T. Jones
Charles T. Jones
President
Date: 03/24/04
SECTION 906 CERTIFICATION
In connection with the annual report of the Pittsburgh & West Virginia
Railroad (the Trust) on Form 10-K for the period ending December 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Robert A. Hamstead, Vice President, Secretary, and Treasurer of
the Trust, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Trust.
/s/ Robert A. Hamstead
Robert A. Hamstead
Vice President, Secretary, and Treasurer
Date: 03/24/04
Audited Financial Statements
Pittsburgh & West Virginia Railroad
Years Ended December 31, 2003 and 2002
TABLE OF CONTENTS
Page
Independent Auditors' Report F-2
Financial Statements:
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Shareholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7 - F-8
All schedules are omitted for the reason they are not required or are
not applicable.
F-1
GIBBONS
& KAWASH
Certified Public Accountants info@gandkcpas.com
_____________________________________________________________________
INDEPENDENT AUDITORS' REPORT
To the Trustees and Shareholders
Pittsburgh & West Virginia Railroad
We have audited the accompanying balance sheet of Pittsburgh & West
Virginia Railroad as of December 31, 2003 and 2002, and the related statements
of operations, changes in shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 2003. These financial statements
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Pittsburgh & West
Virginia Railroad as of December 31, 2003 and 2002, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Gibbons & Kawash
January 7, 2004
F-2
_________________________________________________________________________
300 Bank One Center / 707 Virginia Street, East / Charleston, WV 25301 /
Phone: 304.345.8400 / Fax: 304.345.8451
PITTSBURGH & WEST VIRGINIA RAILROAD
BALANCE SHEET
December 31, 2003 and 2002
ASSETS 2003 2002
Rentals receivable under capital lease -
implicit interest rate of 10% $ 9,150,000 $ 9,150,000
Cash 40,440 40,144
$ 9,190,440 $ 9,190,144
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued
liabilities $ 24,950 $ 22,950
Contingency
Shareholders' equity:
Shares of beneficial interest, without par
value. Authorized number of shares -
unlimited; issued and outstanding -
1,510,000 shares 9,145,359 9,145,359
Income retained in the business 20,131 21,835
9,165,490 9,167,194
$ 9,190,440 $ 9,190,144
The accompanying notes are an integral part
of these financial statements.
F-3
PITTSBURGH & WEST VIRGINIA RAILROAD
STATEMENT OF OPERATIONS
Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
Income available for distribution:
Cash rental $ 915,000 $ 915,000 $ 915,000
Less general and administrative
expenses 116,404 94,117 84,951
Net income $ 798,596 $ 820,883 $ 830,049
Per share:
Net income $ .53 $ .54 $ .55
Cash dividends paid $ .53 $ .55 $ .55
The accompanying notes are an integral part
of these financial statements.
F-4
PITTSBURGH & WEST VIRGINIA RAILROAD
STATEMENT OF CHANGES IN SHAREHOLDERS= EQUITY
Years Ended December 2003, 2002 and 2001
Shares of Income
Beneficial Retained in
Interest the Business
Balance at December 31, 2000 $ 9,145,359 $ 31,903
Net income - 830,049
Cash dividends paid - (830,500)
Balance at December 31, 2001 9,145,359 31,452
Net income - 820,883
Cash dividends paid - (830,500)
Balance at December 31, 2002 9,145,359 21,835
Net income - 798,596
Cash dividends paid - (800,300)
Balance at December 31, 2003 $ 9,145,359 $ 20,131
The accompanying notes are an integral part
of these financial statements.
F-5
PITTSBURGH & WEST VIRGINIA RAILROAD
STATEMENT OF CASH FLOWS
Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
Cash flows from operating activities:
Net income $ 798,596 $ 820,883 $ 830,049
Adjustments to reconcile net income
to net cash provided by operating
activities:
Increase (decrease) in accounts
payable and accrued liabilities 2,000 - (336)
Net cash provided by
operating activities 800,596 820,883 829,713
Cash flows used in financing activities:
Dividends paid (800,300) (830,500) (830,500)
Net increase (decrease) in cash 296 (9,617) (787)
Cash, beginning of year 40,144 49,761 50,548
Cash, end of year $ 40,440 $ 40,144 $ 49,761
The accompanying notes are an integral part
of these financial statements.
F-6
PITTSBURGH & WEST VIRGINIA RAILROAD
NOTES TO FINANCIAL STATEMENTS
1 - Under the terms of a lease which became effective October 16, 1964
(the "lease"), Norfolk Southern Corporation (formerly Norfolk and Western
Railway Company) (Norfolk Southern) - (the "lessee") leased all of
Pittsburgh & West Virginia Railroad's (the "Trust") real properties,
including its railroad lines, for a term of 99 years, renewable by the
lessee upon the same terms for additional 99-year terms in perpetuity. The
lease provides for a cash rental of $915,000 per annum.
The lease may be terminated by the lessee either by expiration of the
initial or any renewal term, or by default of Norfolk Southern. In the
event of termination, Norfolk Southern is obligated to return to the Trust
all properties covered by the lease, together with sufficient cash and
other assets to permit operation of the railroad for a period of one year.
Under the terms of the lease, a noncash settlement account is
maintained to record amounts due to or due from Norfolk Southern upon
termination of the lease. The amount is credited with noncash rent
equivalent to: (a) the deductions allowable to the Trust, for tax
purposes for depreciation, amortization or retirements of the leased
properties and amortization of debt discount and expense; and (b) all
other expenses of the Trust, except those incurred for the benefit of the
shareholders. The settlement account is charged with the cost of capital
asset acquisitions and expenses of the Trust paid for by Norfolk Southern
on behalf of the Trust (see Note 2).
2 - Prior to 1983, the lease was accounted for as an operating lease in
accordance with the Statement of Financial Accounting Standards (SFAS) No.
13, "Accounting for Leases", because the railroad assets as accounted for
under "betterment accounting" were considered similar to land. Effective
January 1, 1983, the Interstate Commerce Commission (ICC) changed the
method of accounting for railroad companies from "betterment accounting"
(which was previously used by the Trust and most railroads) to
"depreciation accounting." The leased assets, under "depreciation
accounting," are no longer similar to land; and, effective January 1, 1983,
under the provisions of Statement No. 13, the lease is considered a capital
lease and the property deemed sold in exchange for rentals receivable under
the lease. The preparation of financial statements in conformity with
generally accepted accounting principles requires estimates by management.
Accordingly, as of January 1, 1983, the rentals receivable of $915,000 per
annum, recognizing renewal options by the lessee to perpetuity, were
estimated to have a present value of $9,150,000, assuming an implicit
interest rate of 10%.
F-7
PITTSBURGH & WEST VIRGINIA RAILROAD
NOTES TO FINANCIAL STATEMENTS
(Continued)
At December 31, 2003 and 2002, the noncash settlement account (see
Note 1) had a balance of $13,164,667 and $12,798,002, respectively,
receivable from Norfolk Southern. Because the account will not be settled
until the expiration of the lease, no values have been reported in the
accompanying financial statements for the balance of the account or the
transactions affecting the balance.
3 - Under the provisions of the lease, the Trust may not issue, without
the prior written consent of Norfolk Southern, any shares or options to
purchase shares or declare any dividends on its shares of beneficial
interest in an amount exceeding the value of the assets not covered by the
lease plus the annual cash rent of $915,000 to be received under the lease,
less any expenses incurred for the benefit of shareholders. At
December 31, 2003, all net assets are covered by the lease.
The Trust may not borrow any money or assume any guarantees except
with the prior written consent of Norfolk Southern.
4 - The Trust was organized in Pennsylvania in 1967 as a business trust
and has elected to be treated under the Internal Revenue Code as a real
estate investment trust. As such, the Trust is exempt from Federal taxes
on taxable income and capital gains to the extent that they are distributed
to shareholders. In order to maintain qualified status, at least 95% of
ordinary taxable income must be distributed; it is the intention of the
Trustees to continue to make sufficient distributions of ordinary taxable
income. Dividends distributed for the years ended December 31, 2003, 2002,
and 2001, were comprised entirely of ordinary income.
F-8