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 March 31, 2005 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)
Three Months Ended
March 31,
2005 2004
INCOME AVAILABLE FOR DISTRIBUTION:
Lease Revenues $229 $229
Interest - -
229 229
Less general and
administrative expenses 65 35
NET INCOME $164 $194
Per Share:
(1,510,000 average shares outstanding)
Net Income $ .11 $ .13
Cash Dividends $ .14 $ .13
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)
March 31 December 31
2005 2004
ASSETS
Rentals receivable under capital lease $9,150 $9,150
Cash 11 59
$9,161 $9,209
LIABILITIES and SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and
accrued liabilities $ 9 $ 9
Shareholder's equity:
Shares of beneficial interest, at
no par value, 1,510,000 shares
issued and outstanding 9,145 9,145
Retained Earnings 7 55
Total Shareholders' Equity 9,152 9,200
Total Liabilities and
Shareholders' Equity $9,161 $9,209
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)
Three months ended
March 31
2005 2004
Cash flows from operating activities:
Net income $164 $194
Changes in operating assets and liabilities:
Increase (Decrease) in accounts payable - (16)
Cash provided by operating activities $164 $ 178
Cash flows from financing activities:
Dividends paid 212 196
Net increase (decrease) in cash (48) (18)
Cash, beginning of period 59 40
Cash, end of period $ 11 $ 22
The accompanying notes are an integral part of these financial
statements.
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
presented. All adjustments are of a normal recurring nature.
(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 renewal 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.
(4) 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 March 31, 2005, all net assets are covered by the
lease.
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 noncash 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 expenses relatively constant, there is very
little fluctuation in operating results between periods. In comparing the
first quarter of 2005 with the preceding fourth quarter of 2004 and the first
quarter of 2004, revenues totaled $229,000, $229,000 and $229,000,
respectively. Net income and income available for distribution was $164,000,
$211,000 and $194,000, 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
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PITTSBURGH & WEST VIRGINIA RAILROAD
Item 4. CONTROLS AND PROCEDURES (Continued)
participation of the Registrant's management, including the Chief Executive
Officer and 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 Chief Financial Officer have
concluded that the 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 filings with
the SEC.
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: May 12, 2005
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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: May 12, 2005
/s/ Herbert E. Jones, Jr.
(Signature)
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: May 12, 2005
/s/ Charles T. Jones
(Signature)
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: May 12, 2005
/s/ Robert A. Hamstead
(Signature)
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, 2005
(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: May 12, 2005 /s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
Dated: May 12, 2005 /s Charles T. Jones
Charles T. Jones
President
Dated: May 12, 2005 /s/ Robert A. Hamstead
Robert A. Hamstead
Vice President, Secretary and
Treasurer