SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 2004
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-16704
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PROVIDENCE AND WORCESTER RAILROAD COMPANY
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(Exact name of registrant as specified in its charter)
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Rhode Island 05-0344399
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(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
75 Hammond Street, Worcester, Massachusetts 01610
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 755-4000
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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 by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES ___ NO X
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 1, 2004, the registrant has 4,472,348 shares of common stock, par
value $.50 per share, outstanding.
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Index
Part I - Financial Information
Item 1 - Financial Statements:
Balance Sheets - March 31, 2004
(Unaudited) and December 31, 2003............................3
Statements of Operations (Unaudited) -
Three Months Ended March 31, 2004 and 2003...................4
Statements of Cash Flows (Unaudited) -
Three Months Ended March 31, 2004 and 2003...................5
Notes to Financial Statements (Unaudited)..................6-8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.............9-11
Item 3 - Quantitative and Qualitative Disclosures About Market Risk..11
Item 4 - Controls and Procedures.....................................11
Part II - Other Information:
Item 6 - Exhibits and Reports on Form 8-K............................11
Signatures.............................................................12
EXHIBIT 31-Certifications Pursuant To Section 302 of
The Sarbanes-Oxley Act of 2002............................13-14
EXHIBIT 32- Certifications Pursuant To 18 U.S.C.
Section 1350, as Adopted Pursuant To
Section 906 of The Sarbanes-Oxley Act of 2002..................15
2
Item 1. Financial Statements
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PROVIDENCE AND WORCESTER RAILROAD COMPANY
BALANCE SHEETS
(Dollars in Thousands Except Per Share Amounts)
ASSETS
MARCH 31, DECEMBER 31,
2004 2003
(Unaudited)
------- -------
Current Assets:
Cash and equivalents ................................ $ 792 $ 1,232
Accounts receivable, net of allowance for
doubtful accounts of $125 in 2004 and 2003 ......... 3,111 3,820
Materials and supplies .............................. 1,814 1,771
Prepaid expenses and other .......................... 563 239
Deferred income taxes ............................... 171 191
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Total Current Assets ............................... 6,451 7,253
Property and Equipment, net .......................... 71,170 71,408
Land Held for Development ............................ 11,958 11,958
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Total Assets ......................................... $89,579 $90,619
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable .................................... $ 1,872 $ 2,019
Accrued expenses .................................... 1,052 1,378
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Total Current Liabilities .......................... 2,924 3,397
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Profit-Sharing Plan Contribution ..................... 119 119
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Deferred Grant Income ................................ 8,097 8,154
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Deferred Income Taxes ................................ 10,373 10,258
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Commitments and Contingent Liabilities................
Shareholders' Equity:
Preferred stock, 10% noncumulative, $50 par
value; authorized, issued and outstanding
645 shares in 2004 and 2003 ........................ 32 32
Common stock, $.50 par value; authorized
15,000,000 shares; issued and outstanding
4,459,720 shares in 2004 and 4,457,494
shares in 2003 ..................................... 2,230 2,229
Additional paid-in capital .......................... 29,726 29,709
Retained earnings ................................... 36,078 36,721
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Total Shareholders' Equity ......................... 68,066 68,691
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Total Liabilities and Shareholders' Equity ........... $89,579 $90,619
======= =======
The accompanying notes are an integral part of the financial statements.
3
PROVIDENCE AND WORCESTER RAILROAD COMPANY
STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in Thousands Except Per Share Amounts)
Three Months Ended March 31,
2004 2003
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Revenues:
Operating Revenues - Freight and Non-
Freight ............................................ $ 5,067 $ 4,859
Other Income ........................................ 121 153
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Total Revenues .................................... 5,188 5,012
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Operating Expenses:
Maintenance of way and structures ................... 1,030 1,025
Maintenance of equipment ............................ 690 590
Transportation ...................................... 1,602 1,565
General and administrative .......................... 988 910
Depreciation ........................................ 688 715
Taxes, other than income taxes ...................... 584 582
Car hire, net ....................................... 127 182
Employee retirement plans ........................... 57 57
Track usage fees .................................... 109 142
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Total Operating Expenses .......................... 5,875 5,768
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Loss before Income Tax Benefit ....................... (687) (756)
Income Tax Benefit ................................... (225) (250)
======= =======
Net Loss ............................................. (462) (506)
Preferred Stock Dividends ............................ 3 3
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Net Loss Attributable to Common Shareholders ......... $ (465) $ (509)
======= =======
Basic and Diluted Loss Per Common Share .............. $ (.10) $ (.11)
======= =======
The accompanying notes are an integral part of the financial statements.
4
PROVIDENCE AND WORCESTER RAILROAD COMPANY
STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
Three Months Ended March 31,
2004 2003
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Cash Flows from Operating Activities:
Net loss ............................................. $ (462) $ (506)
Adjustments to reconcile net loss to net cash
flows from (used in) operating activities:
Depreciation ........................................ 688 715
Amortization of deferred grant income ............... (57) (55)
Gains from sale and disposal of property,
equipment and easements, net ....................... (20) (13)
Deferred income tax expense ......................... 135 150
Increase (decrease) in cash from:
Accounts receivable ................................ 633 (51)
Materials and supplies ............................. (43) (191)
Prepaid expenses and other ......................... (324) (148)
Accounts payable and accrued expenses .............. (485) (522)
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Net cash flows from (used in) operating
activities .......................................... 65 (621)
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Cash flows from Investing Activities:
Purchase of property and equipment ................... (473) (806)
Proceeds from sale of property, equipment and
easements ........................................... 55 18
Proceeds from deferred grant income .................. 76 173
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Net cash flows used in investing activities .......... (342) (615)
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Cash Flows from Financing Activities:
Dividends paid ....................................... (181) (181)
Issuance of common shares for stock options
exercised and employee stock purchases .............. 18 19
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Net cash flows used in financing activities .......... (163) (162)
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Decrease in Cash and Equivalents ..................... (440) (1,398)
Cash and Equivalents, Beginning of Period ............ 1,232 2,888
------- -------
Cash and Equivalents, End of Period .................. $ 792 $ 1,490
======= =======
The accompanying notes are an integral part of the financial statements.
5
PROVIDENCE AND WORCESTER RAILROAD COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited)
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Dollars in Thousands Except Per Share Amounts)
1. In the opinion of management, the accompanying interim financial statements
contain all adjustments (consisting solely of normal recurring adjustments)
necessary to present fairly the financial position as of March 31, 2004 and
the results of operations and cash flows for the three months ended March
31, 2004 and 2003. Results for interim periods may not be necessarily
indicative of the results to be expected for the year. These interim
financial statements should be read in conjunction with the Company's 2003
Annual Report on Form 10-K for the year ended December 31, 2003 filed with
the Securities and Exchange Commission.
2. Changes in Shareholders' Equity:
Total
Additional Share
Preferred Common Paid-in Retained holders'
Stock Stock Capital Earnings Equity
------- ------- ------- ------- -------
Balance December 31,2003. $ 32 $ 2,229 $29,709 $36,721 $68,691
Issuance of 2,226
common shares for
employee stock
purchases and stock
options exercised ....... 1 17 18
Dividends:
Preferred stock,
$5.00 per share ......... (3) (3)
Common stock, $.04
per share ............... (178) (178)
Net loss for the
period .................. (462) (462)
------- ------- ------- ------- -------
Balance March 31, 2004... $ 32 $ 2,230 $29,726 $36,078 $68,066
======= ======= ======= ======= =======
3. Other Income:
2004 2003
---- ----
Gains from sale and disposal of
property, equipment and easements,
net .............................. $ 20 $ 13
Rentals ........................... 100 135
Interest .......................... 1 5
---- ----
$121 $153
==== ====
4. Loss per Common Share:
Basic loss per common share is computed using the weighted average number
of common shares outstanding during the period. Diluted loss per common
share reflects the effect of the Company's outstanding convertible
preferred stock, options and warrants except where such items would be
antidilutive.
6
PROVIDENCE AND WORCESTER RAILROAD COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) - (Continued)
(Dollars in Thousands Except Per Share Amounts)
A reconciliation of weighted average shares used for the basic computation
and that used for the diluted computation is as follows:
2004 2003
--------- ---------
Weighted average shares for basic ...... 4,457,616 4,443,768
Dilutive effect of convertible preferred
stock, options and warrants ........... -- --
--------- ---------
Weighted average shares for diluted .... 4,457,616 4,443,768
========= =========
Preferred Stock convertible into 64,500 shares of Common Stock was
outstanding during the quarters ended March 31, 2004 and 2003. In addition,
options and warrants to purchase 56,854 and 128,274 shares of common stock
were outstanding during the quarters ended March 31, 2004 and 2003
respectively. These Common Stock equivalents were not included in the
computation of the diluted loss per share in either of the quarters because
their effect would be antidilutive.
5. Commitments and Contingent Liabilities:
The Company is a defendant in certain lawsuits relating to casualty losses,
many of which are covered by insurance subject to a deductible. The Company
believes that adequate provision has been made in the financial statements
for any expected liabilities which may result from disposition of such
lawsuits.
On January 29, 2002, the Company received a "Notice of Potential Liability"
from the United States Environmental Protection Agency ("EPA") regarding an
existing Superfund Site that includes the J.M. Mills Landfill in
Cumberland, Rhode Island. EPA sends these "Notice" letters to potentially
responsible parties ("PRPs") under the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"). EPA identified the
Company as a PRP based on its status as an owner and/or operator because
its railroad property traverses the Superfund Site. Via these Notice
letters, EPA makes a demand for payment of past costs (identified in the
letter as $762) and future costs associated with the response actions taken
to address the contamination at the Site, and requests PRPs to indicate
their willingness to participate and resolve their potential liability at
the Site. The Company has responded to EPA by stating that it does not
believe it has any liability for this Site, but that it is interested in
cooperating with EPA to address issues concerning liability at the Site. At
this point, two other parties have already committed via a consent order
with EPA to pay for the Remedial Investigation/Feasibility Study ("RI/FS")
phase of the clean-up at the Site, which will take approximately two or
more years to complete. After that, EPA will likely seek to negotiate the
cost of the Remedial Design and implementation of the remedy at the Site
with the PRPs it has identified via these Notice Letters (which presently
includes over sixty parties, and is likely to increase after EPA completes
its investigation of the identity of PRPs). The Company believes that none
of its activities caused contamination at the Site, and will contest this
claim by EPA.
In connection with the EPA claim described above, the two parties who have
committed to conduct the RI/FS at the Site filed a complaint in the U.S.
District Court of Rhode Island against the Company and others, in an action
entitled CCL Custom Manufacturing, Inc. v. Arkwright Incorporated, et al.
(consolidated with Unilever Bestfoods v. American Steel & Aluminum Corp. et
al.), C.A. No. 01-496/L, on December 18, 2002. The Company is one of about
sixty parties named thus far by Plaintiffs, who seek to recover response
costs incurred in investigating and responding to the releases of hazardous
substances at the Site. Plaintiffs allege that the Company is liable under
42 U.S.C. section 961(a)(3) of CERCLA as an "arranger" or "generator" of
waste that ended up at the Site. The Company has entered into a Generator
7
Cooperation Agreement with other defendants to allocate costs in responding
to this suit, and to share technical costs and information in evaluating
the Plaintiffs' claims. The Company does not believe it generated any waste
that ended up at this Site, or that its activities caused contamination at
the Site. The Company will contest this suit.
On December 15, 2003, the EPA issued a second "Notice of Potential
Liability" letter to the Company regarding the Site. EPA again identified
the Company as a PRP, this time because EPA "believes that [the Company]
accepted hazardous substance for transport to disposal or treatment
facilities and selected the site for disposal." The Company responded again
to EPA stating that it is interested in cooperating with EPA but that it
does not believe it has engaged in any activities that caused contamination
at the Site.
6. Dividends:
On April 28, 2004, the Company declared a dividend of $.04 per share on its
outstanding Common Stock payable May 20, 2004 to shareholders of record
May 6, 2004.
7. Stock Based Compensation:
The Company accounts for stock-based compensation awards to employees using
the intrinsic value method in accordance with Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees". Had the Company
used the fair value method to value compensation, as set forth in Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", the Company's net loss and net loss per share would have
been reported as follows:
Three Months Ended March 31,
2004 2003
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Net loss attributable to common
shareholders:
As reported ............................... $ (465) $ (509)
Less impact of stock option expense ....... 9 12
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Pro forma ................................. $ (474) $ (521)
======= ======
Basic loss per share:
As reported ............................... $ (.10) $ (.11)
Less impact of stock option expense ....... -- .01
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Pro forma ................................. $ (.10) $ (.12)
======= ======
Diluted loss per share:
As reported ............................... $ (.10) $ (.11)
Less impact of stock option expense ....... -- .01
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Pro forma ................................. $ (.10) $ (.12)
======= ======
8
PROVIDENCE AND WORCESTER RAILROAD COMPANY
ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The statements contained in Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MDA") which are not historical are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements represent the Company's present
expectations or beliefs concerning future events. The Company cautions, however,
that actual results could differ materially from those indicated in MDA.
Critical Accounting Policies
- ----------------------------
The Securities and Exchange Commission ("SEC") defines critical accounting
policies as those that require application of management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain and may change in
subsequent periods.
The Company's significant accounting policies are described in Note 1 of the
Notes to Financial Statements in its Annual Report on Form 10-K. Not all of
these significant accounting policies require management to make difficult,
subjective or complex judgments or estimates. Management believes that the
Company's policy for the evaluation of long-lived asset impairment meets the SEC
definition of critical.
The Company evaluates long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. When factors indicate that assets should be evaluated for
possible impairment, the Company uses an estimate of the related undiscounted
future cash flows over the remaining lives of the assets in measuring whether
the carrying amounts of the assets are recoverable.
Results of Operations
- ---------------------
The following table sets forth the Company's operating revenues by category in
dollars and as a percentage of operating revenues:
Three Months Ended March 31,
-----------------------------------
2004 2003
-----------------------------------
(In thousands, except percentages)
Freight Revenues:
Conventional carloads ....... $4,200 82.9% $3,873 79.7%
Containers .................. 608 12.0 649 13.4
Non-Freight Operating
Revenues:
Transportation services ..... 153 3.0 208 4.3
Other ....................... 106 2.1 129 2.6
------ ----- ------ -----
Total .................... $5,067 100.0% $4,859 100.0%
====== ===== ====== =====
9
The following table sets forth a comparison of the Company's operating expenses
expressed in dollars and as a percentage of operating revenues:
Three Months Ended March 31,
-----------------------------------
2004 2003
-----------------------------------
(In thousands, except percentages)
Salaries, wages, payroll taxes
and employee benefits ........ $3,383 66.8% $3,289 67.7%
Casualties and insurance ...... 252 5.0 208 4.3
Depreciation .................. 688 13.6 715 14.7
Diesel fuel ................... 249 4.9 238 4.9
Car hire, net ................. 127 2.5 182 3.8
Purchased services, including
legal and professional fees .. 236 4.7 262 5.4
Repair and maintenance of
equipment .................... 301 5.9 248 5.1
Track and signal materials .... 189 3.7 289 5.9
Track usage fees .............. 109 2.1 142 2.9
Other materials and supplies .. 210 4.1 277 5.7
Other ......................... 432 8.5 422 8.7
------ ----- ------ -----
Total ....................... 6,176 121.8 6,272 129.1
Less capitalized and
recovered costs ............ 301 5.9 504 10.4
------ ----- ------ -----
Total .................... $5,875 115.9% $5,768 118.7%
====== ===== ====== =====
Operating Revenues:
Operating revenues increased $208,000, or 4.3%, to $5.1 million in the first
quarter of 2004 from $4.9 million in the first quarter of 2003. This increase is
the net result of a $327,000 (8.4%) increase in conventional freight revenues
partially offset by a $41,000 (6.3%) decrease in container freight revenues and
a $78,000 (23.1%) decrease in non-freight operating revenues.
The increase in conventional freight revenues is the result of a 13.2% increase
in conventional carloadings, partially offset by a 4.2% decrease in the average
revenue received per conventional carloading. The Company's conventional
carloadings increased by 618 to 5,301 in the first quarter of 2004 from 4,683 in
2003. This increase in volume consists of carloadings of coal as well as certain
other commodities. Since coal is a relatively low rated commodity, its volume
increase accounts for much of the reduction in the average revenue received per
carloading.
The decrease in container freight revenues is primarily attributable to a
decrease in traffic volume. Intermodal containers handled during the quarter
decreased by 866, or 5.8%, to 14,090 in 2004 from 14,956 in 2003.
The decrease in non-freight operating revenues for the quarter results from
decreases in demurrage charges and maintenance department billings. Revenues of
this nature typically vary from period to period depending upon the needs of
freight customers and other parties.
Operating Expenses:
Operating expenses for the first quarter of 2004 increased $107,000, or 1.9%, to
$5.9 million from $5.8 million in the first quarter of 2003. The Company's
operating expenses are relatively fixed in nature and typically do not increase
or decrease in proportion to changes in operating revenues.
10
Liquidity and Capital Resources
- -------------------------------
During the first quarter of 2004 the Company generated $65,000 of cash from its
operations. Total cash and equivalents decreased by $440,000 for the quarter.
The principal utilization of cash during the quarter, other than for operations,
was for expenditures for property and equipment, of which $267,000 was for
additions and improvements to track structure, and for the payment of dividends.
In management's opinion cash generated from operations during the remainder of
2004 will be sufficient to enable the Company to meet its operating expenses and
capital expenditure and dividend requirements.
Seasonality
- -----------
Historically, the Company's operating revenues are lowest for the first quarter
due to the absence of construction aggregate shipments during a portion of this
period and to winter weather conditions.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------------------------------------------------------------------
Cash and Equivalents
As of March 31, 2004, the Company is exposed to market risks which primarily
include changes in U.S. interest rates.
The Company invests cash balances in excess of operating requirements in
short-term securities, generally with maturities of 90 days or less. In
addition, the Company's revolving line of credit agreement provides for
borrowings which bear interest at variable rates based on either prime rate or
one and one half percent over either the one or three month London Interbank
Offered Rates. The Company had no borrowings outstanding pursuant to the
revolving line of credit agreement at March 31, 2004. The Company believes that
the effect, if any, of reasonably possible near-term changes in interest rates
on the Company's financial position, results of operations, and cash flows
should not be material.
Item 4. Controls and Procedures
- -------------------------------
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Company carried out an evaluation of the effectiveness
of the design and operation of the Company's disclosure controls and procedures
as of the end of the period covered by this report. This evaluation was carried
out under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Treasurer. Based upon that evaluation, the Chief Executive Officer and the
Treasurer concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms.
There was no significant change in the Company's internal control over financial
reporting that occurred during the Company's most recent fiscal quarter that has
materially affected, or is reasonably likely to affect, the Company's internal
control over financial reporting.
PART II - Other Information
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(b) No reports on Form 8-K were filed during the quarter ended March
31, 2004.
11
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.
PROVIDENCE AND WORCESTER
RAILROAD COMPANY
By: /s/ Robert H. Eder
----------------------------
Robert H. Eder,
Chairman of the Board
And Chief Executive Officer
By: /s/ Robert J. Easton
----------------------------
Robert J. Easton
Treasurer and Principal
Financial Officer
DATED: May 12, 2004
12
EXHIBIT 31.1
Providence and Worcester Railroad Company
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, ROBERT H. EDER, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Providence and
Worcester Railroad Company;
2. Based on my knowledge, this 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 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the registrant and we
have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
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 and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report, based on our evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
DATE: May 12, 2004
By: /s/ Robert H. Eder
----------------------------
Robert H. Eder,
Chairman of the Board
And Chief Executive Officer
13
EXHIBIT 31.2
Providence and Worcester Railroad Company
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, ROBERT J. EASTON certify that:
1. I have reviewed this quarterly report on Form 10-Q of Providence and
Worcester Railroad Company;
2. Based on my knowledge, this 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 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the registrant and we
have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
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 and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report, based on our evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
DATE: May 12, 2004
By: /s/ Robert J. Easton
----------------------------
Robert J. Easton
Treasurer and Principal
Financial Officer
14
EXHIBIT 32
PROVIDENCE AND WORCESTER RAILROAD COMPANY
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Providence and Worcester Railroad
Company (the Company) on form 10-Q for the quarterly period ended March 31,
2004, as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Robert H. Eder, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 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 Company.
/s/ Robert H. Eder
-----------------------------
Robert H. Eder,
Chairman of the Board And Chief
Executive Officer
May 12, 2004
In connection with the Quarterly Report of Providence and Worcester Railroad
Company (the Company) on form 10-Q for the quarterly period ended March 31,
2004, as filed with the Securities and Exchange Commission on the date hereof
(the Report), I, Robert J. Easton, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 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 Company.
/s/ Robert J. Easton
-----------------------------
Robert J. Easton,
Treasurer and Chief Financial Officer
May 12, 2004