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 September 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.
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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 9 Months Ended
September 30 September 30
2004 2003 2003 2004
INCOME AVAILABLE FOR DISTRIBUTION:
Cash Rental $229 $229 $686 $686
Interest - - - -
229 229 686 686
Less general and
administrative expenses 15 27 92 91
NET INCOME $214 $202 $594 $595
Per Share:
(1,510,000 average shares outstanding)
Net Income $ .14 $ .13 $ .39 $ .39
Cash Dividends .12 .13 .38 .40
The accompanying notes are an integral part of these financial statements.
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PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
BALANCE SHEET
(Dollars in Thousands)
(Unaudited)
September 30 December 31
2004 2003
ASSETS
Rentals receivable under capital lease $9,150 $9,150
Cash 45 40
$9,195 $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 41 20
Total Shareholders' Equity 9,186 9,165
Total Liabilities and
Shareholders' Equity $ 9,195 $9,190
The accompanying notes are an integral part of these financial statements.
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PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine months ended
September 30
2004 2003
Cash flows from operating activities:
Net income $594 $595
Changes in operating assets and liabilities:
Decrease in accounts payable (16) (6)
Cash provided from operations $578 $589
Cash flows from financing activities:
Dividends paid 573 604
Net increase (decrease) in cash 5 (15)
Cash, beginning of period 40 25
Cash, end of period $ 45 $ 10
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.
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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 decreased expenses, net income was higher
than the third quarter 2003. In comparing the third quarter of 2004 with
the preceding second quarter 2004 and the third quarter of 2003,
revenues totaled $229,000, $229,000 and $229,000, respectively. Net
income and income available for distribution was $214,000, $187,000 and
$202,000, 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.
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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
Dated: November 10, 2004 /s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
Dated: November 10, 2004 /s/ Robert A. Hamstead
Robert A. Hamstead
Secretary and Treasurer
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.
Dated: November 10, 2004
/s/ 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.
Dated: November 10, 2004
/s/ 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.
Dated: November 10, 2004
/s/ 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 September 30,
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: November 10, 2004 /s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
Dated: November 10, 2004 /s/ Charles T. Jones
Charles T. Jones
President
Dated: November 10, 2004 /s/ Robert A. Hamstead
Robert A. Hamstead
Vice President,Secretary and
Treasurer