SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
________________________________
For the Quarter ended June 30, 2004 Commission File Number 1-5447
PITTSBURGH & WEST VIRGINIA RAILROAD
Pennsylvania 25-6002536
(State of Organization) (I.R.S. Employer Identification No.)
Telephone -(304)926-1124*
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 the close of the period covered by this
report.
1,510,000 shares of beneficial interest, without par value.
___________________________
* Notices and communications from the Securities and Exchange Commission
for the registrant may be sent to Robert A. Hamstead, Secretary and
Treasurer, #2 Port Amherst Drive, Charleston, WV 25306.
1
PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENT OF INCOME
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
3 Months Ended 6 Months Ended
June 30 June 30
2004 2003 2004 2003
INCOME AVAILABLE FOR DISTRIBUTION:
Cash Rental $229 $229 $458 $458
Interest - - - -
229 229 458 458
Less general and
administrative expenses 42 42 78 65
NET INCOME $187 $187 $380 $393
Per Share:
(1,510,000 average shares outstanding)
Net Income $ .12 $ .12 $ .25 $ .26
Cash Dividends .13 .14 .26 .27
The accompanying notes are an integral part of these financial
statements.
2
PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
BALANCE SHEET
(Dollars in Thousands)
(Unaudited)
June 30 December 31
2004 2003
ASSETS
Rentals receivable under capital lease $9,150 $9,150
Cash 12 40
$9,162 $9,190
LIABILITIES and SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and
accrued liabilities $ 9 $ 25
Shareholder's equity:
Shares of beneficial interest, at
no par value, 1,510,000 shares
issued and outstanding 9,145 9,145
Income retained in business 8 20
Total Shareholders' Equity 9,153 9,165
Total Liabilities and
Shareholders' Equity $ 9,162 $9,190
The accompanying notes are an integral part of these financial
statements.
3
PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six months ended
June 30
2004 2003
Cash flows from operating activities:
Net income $380 $393
Changes in operating assets and liabilities:
Decrease in accounts payable 16 13
Cash provided from operations $364 $380
Cash flows from financing activities:
Dividends paid 392 408
Net increase (decrease) in cash (28) (28)
Cash, beginning of period 40 40
Cash, end of period $ 12 $ 12
Notes to financial statements:
(1) The foregoing interim financial statements are unaudited but,
in the opinion of management, reflect all adjustments
necessary for a fair presentation of the results of operations
for the interim periods.
(2) Registrant has elected to be treated for tax purposes as a
real estate investment trust. As such, the Trust is exempt
from paying federal corporate income tax on any income that is
distributed to shareholders. It has been Registrant's policy
to distribute annually all of its ordinary taxable income.
Consequently, no provision has been made for federal income
tax.
4
PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
Notes to financial statements: (Continued)
(3) Under the terms of the lease, Norfolk Southern Corporation
leased all of Pittsburgh & West Virginia Railroad's 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 rentals receivable, recognizing rental
options to perpetuity, were estimated to have a present value of
$9,150,000 assuming an implicit interest rate of 10% at January 1,
1983.
Item 2. MANAGEMENTS' DISCUSSION AND ANALYSIS
All of Registrant's railroad properties are on long-term lease
to Norfolk and Western Railway Company for the fixed, unvarying amount
of $915,000 cash rental per year. The lease also requires that
additional, large amounts be recorded as non-cash rent income. Because
this non-cash income will not be settled until the expiration of the
lease, no values have been reported in the accompanying interim
financial statements for the balance of the account or the transactions
affecting the balance.
With fixed revenue and comparable expenses, net income was the
same as the second quarter 2003. In comparing the second quarter of 2004
with the preceding first quarter 2004 and the second quarter of 2003,
revenues totaled $229,000, $229,000 and $229,000, respectively. Net
income and income available for distribution was $187,000, $194,000 and
$187,000, respectively.
Item 4.CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, the Registrant
carried out an evaluation under the supervision and with the
participation of the Registrant's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness
of the design and operation of the disclosure controls and procedures
pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as
amended. Based on that evaluation, the Chief Executive Officer and the
Chief Financial Officer have concluded that Registrant's disclosure
controls and procedures are adequate and effective in timely alerting
them to material information relating to the Registrant required to be
included in the Registrant's periodic filing with the SEC.
5
Item 4 CONTROLS AND PROCEDURES (Continued)
There have been no significant changes in the Registrant's internal
controls or in other factors that could significantly affect internal
controls subsequent to the date the Registrant carried out its
evaluation.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
None
SIGNATURES
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.
PITTSBURGH & WEST VIRGINIA RAILROAD
/s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
/s/ Robert A. Hamstead
Robert A. Hamstead
Secretary and Treasurer
Date: August 2, 2004
CERTIFICATION:
I, Herbert E. Jones, Jr, Chairman of the Board, certify that;
1. I have reviewed this quarterly report on Form 10-Q of The Pittsburgh
& West Virginia Railroad;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 directors (or persons
performing the equivalent function):
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 quarterly 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: August 2, 2004
/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 quarterly report on Form 10-Q of The Pittsburgh
& West Virginia Railroad;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 directors (or persons
performing the equivalent function):
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 quarterly 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: August 2, 2004
/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 quarterly report on Form 10-Q of The Pittsburgh
& West Virginia Railroad;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 directors (or persons
performing the equivalent function):
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 quarterly 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: August 2, 2004
/s/ Robert A. Hamstead
Robert A. Hamstead
Vice President, Secretary and Treasurer
CERTIFICATION:
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United
States Code), each of the undersigned officers of Pittsburgh & West
Virginia Railroad, does hereby certify that:
The Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 (the Form 10-Q) of the Pittsburgh & West Virginia Railroad fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and information contained in the Form
10-Q fairly represents in all material respects, the financial condition
and results of operations of the Pittsburgh & West Virginia Railroad.
Dated: August 2, 2004 /s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
Dated: August 2, 2004 /s/ Charles T. Jones
Charles T. Jones
President
Dated: August 2, 2004 /s/ Robert A.Hamstead
Robert A. Hamstead
Vice President,Secretary and
Treasurer