UNITED STATES
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, 2005
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 ___
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Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES ___ NO X
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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, 2005, the registrant has 4,497,892 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, 2005
(Unaudited) and December 31, 2004............................3
Statements of Operations (Unaudited) -
Three Months Ended March 31, 2005 and 2004...................4
Statements of Cash Flows (Unaudited) -
Three Months Ended March 31, 2005 and 2004...................5
Notes to Financial Statements (Unaudited)..................6-9
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations............10-12
Item 3 - Quantitative and Qualitative Disclosures About Market Risk..12
Item 4 - Controls and Procedures.....................................12
Part II - Other Information:
Item 6 - Exhibits and Reports on Form 8-K............................13
Signatures.............................................................14
EXHIBIT 31-Certifications Pursuant To Section 302 of
The Sarbanes-Oxley Act of 2002............................15-16
EXHIBIT 32- Certifications Pursuant To 18 U.S.C.
Section 1350, as Adopted Pursuant To
Section 906 of The Sarbanes-Oxley Act of 2002..................17
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,
2005 2004
(Unaudited)
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Current Assets:
Cash and cash equivalents ........................... $ 857 $ 1,735
Accounts receivable, net of allowance for
doubtful accounts of $125 in 2005 and 2004 ......... 3,897 3,564
Materials and supplies .............................. 2,032 1,889
Prepaid expenses and other current assets ........... 420 239
Deferred income taxes ............................... 212 212
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Total Current Assets ............................... 7,418 7,639
Property and Equipment, net .......................... 72,102 71,874
Land Held for Development ............................ 11,958 11,958
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Total Assets ......................................... $91,478 $91,471
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable .................................... $ 2,232 $ 1,679
Accrued expenses .................................... 1,072 1,284
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Total Current Liabilities .......................... 3,304 2,963
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Profit-Sharing Plan Contribution ..................... 188 188
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Deferred Income Taxes ................................ 11,264 11,129
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Deferred Grant Income ................................ 7,906 7,963
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Commitments and Contingent Liabilities................
Shareholders' Equity:
Preferred stock, 10% noncumulative, $50 par
value; authorized, issued and outstanding
645 shares in 2005 and 2004 ........................ 32 32
Common stock, $.50 par value; authorized
15,000,000 shares; issued and outstanding
4,483,542 shares in 2005 and 4,481,007
shares in 2004 ..................................... 2,242 2,241
Additional paid-in capital .......................... 29,939 29,914
Retained earnings ................................... 36,603 37,041
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Total Shareholders' Equity ......................... 68,816 69,228
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Total Liabilities and Shareholders' Equity ........... $91,478 $91,471
======= =======
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,
2005 2004
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Revenues:
Operating Revenues .................................. $ 5,640 $ 5,067
Other Income ........................................ 195 121
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Total Revenues .................................... 5,835 5,188
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Operating Expenses:
Maintenance of way and structures ................... 1,046 1,030
Maintenance of equipment ............................ 716 690
Transportation ...................................... 1,724 1,602
General and administrative .......................... 985 988
Depreciation ........................................ 691 688
Taxes, other than income taxes ...................... 580 584
Car hire, net ....................................... 269 127
Employee retirement plans ........................... 57 57
Track usage fees .................................... 137 109
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Total Operating Expenses .......................... 6,205 5,875
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Loss before Income Tax Benefit ....................... (370) (687)
Income Tax Benefit ................................... (115) (225)
======= =======
Net Loss ............................................. (255) (462)
Preferred Stock Dividends ............................ 3 3
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Net Loss Attributable to Common Shareholders ......... $ (258) $ (465)
======= =======
Basic and Diluted Loss Per Common Share .............. $ (.06) $ (.10)
======= =======
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,
2005 2004
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Cash Flows from Operating Activities:
Net loss ............................................. $ (255) $ (462)
Adjustments to reconcile net loss to net cash
flows from (used in) operating activities:
Depreciation ........................................ 691 688
Amortization of deferred grant income ............... (57) (57)
Gains from sale and disposal of property,
equipment and easements, net ....................... (50) (20)
Deferred income taxes ............................... 135 135
Increase (decrease) in cash from:
Accounts receivable ................................ (360) 633
Materials and supplies ............................. (143) (43)
Prepaid expenses and other current assets .......... (181) (324)
Accounts payable and accrued expenses .............. 264 (485)
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Net cash flows from (used in) operating
activities .......................................... 44 65
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Cash flows from Investing Activities:
Purchase of property and equipment ................... (842) (473)
Proceeds from sale of property, equipment and
easements ........................................... 50 55
Proceeds from deferred grant income .................. 27 76
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Net cash flows used in investing activities .......... (765) (342)
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Cash Flows from Financing Activities:
Dividends paid ....................................... (183) (181)
Issuance of common shares for stock options
exercised and employee stock purchases .............. 26 18
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Net cash flows used in financing activities .......... (157) (163)
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Decrease in Cash and Cash Equivalents ................ (878) (440)
Cash and Cash Equivalents, Beginning of
Period .............................................. 1,735 1,232
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Cash and Cash Equivalents, End of Period ............. $ 857 $ 792
======= =======
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, 2005 AND 2004
(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, 2005 and
the results of operations and cash flows for the three months ended March
31, 2005 and 2004. 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
Annual Report on Form 10-K for the year ended December 31, 2004 filed with
the Securities and Exchange Commission.
2. 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,
2005 2004
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Net loss attributable to common
shareholders:
As reported ................................. $ (258) $ (465)
Less impact of stock option expense ......... 11 9
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Pro forma ................................... $ (269) $ (474)
======= ======
Basic loss per share:
As reported ................................. $ (.06) $ (.10)
Less impact of stock option expense ......... -- --
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Pro forma ................................... $ (.06) $ (.10)
======= ======
Diluted loss per share:
As reported ................................. $ (.06) $ (.10)
Less impact of stock option expense ......... -- --
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Pro forma ................................... $ (.06) $ (.10)
======= ======
6
3. Changes in Shareholders' Equity:
Total
Additional Share
Preferred Common Paid-in Retained holders'
Stock Stock Capital Earnings Equity
------- ------- ------- ------- -------
Balance December 31,2004. $ 32 $ 2,241 $29,914 $37,041 $69,228
Issuance of 2,536
common shares for
employee stock
purchases and stock
options exercised ....... 1 25 26
Dividends:
Preferred stock,
$5.00 per share ......... (3) (3)
Common stock, $.04
per share ............... (180) (180)
Net loss for the
period .................. (255) (255)
------- ------- ------- ------- -------
Balance March 31, 2005... $ 32 $ 2,242 $29,939 $36,603 $68,816
======= ======= ======= ======= =======
4. Other Income:
2005 2004
---- ----
Gains from sale and disposal of
property, equipment and easements,
net .............................. $ 50 $ 20
Rentals ........................... 139 100
Interest .......................... 6 1
---- ----
$195 $121
==== ====
5. 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 and stock options except where such items would be
antidilutive.
A reconciliation of weighted average shares used for the basic computation
and that used for the diluted computation is as follows:
2005 2004
--------- ---------
Weighted average shares for basic ...... 4,481,572 4,457,616
Dilutive effect of convertible preferred
stock and stock options ............... -- --
--------- ---------
Weighted average shares for diluted .... 4,481,572 4,457,616
========= =========
Preferred Stock convertible into 64,500 shares of Common Stock was
outstanding during the quarters ended March 31, 2005 and 2004. In addition,
options to purchase 51,476 and 56,854 shares of common stock were
outstanding during the quarters ended March 31, 2005 and 2004,
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.
7
6. 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 and therefore no liability has been accrued for this matter.
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.
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, 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
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. Although 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 has agreed to settle this suit for
$45 and has accrued a liability for this amount as of December 31, 2004. A
settlement agreement has not yet been finalized.
The Company has entered into a contract in the amount of $218 to construct
a building for its Communications and Signals Department on land which it
owns in Putnam, Connecticut. As of March 31, 2005 construction costs of
$175 have been incurred. It is expected that this construction will be
completed during the second quarter of 2005.
8
7. Dividends:
On April 27, 2005, the Company declared a dividend of $.04 per share on its
outstanding Common Stock payable May 19, 2005 to shareholders of record May
5, 2005.
8. Recent Accounting Pronouncements:
On December 16, 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123R, "Share-Based Payment"
("SFAS No. 123R"). This Statement is a revision of SFAS No. 123,
"Accounting for Stock-Based Compensation", and supersedes Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", and its related implementation guidance. SFAS No. 123R focuses
primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. The Statement
requires entities to recognize stock compensation expense for awards of
equity instruments to employees based on the grant-date fair value of those
awards (with limited exceptions). On April 14, 2005 the Securities and
Exchange Commission issued a revision to SFAS No. 123R and the effective
date for this pronouncement will be for the first annual reporting period
that begins after June 15, 2005. We are evaluating the two methods of
adoption allowed by SFAS No. 123R; the modified-prospective transition
method and the modified-retrospective transition method.
9
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,
-----------------------------------
2005 2004
-----------------------------------
(In thousands, except percentages)
Freight Revenues:
Conventional carloads ....... $4,466 79.2% $4,200 82.9%
Containers .................. 710 12.6 608 12.0
Other freight related ....... 260 4.6 153 3.0
Other operating revenues ...... 204 3.6 106 2.1
------ ----- ------ -----
Total .................... $5,640 100.0% $5,067 100.0%
====== ===== ====== =====
10
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,
-----------------------------------
2005 2004
-----------------------------------
(In thousands, except percentages)
Salaries, wages, payroll taxes
and employee benefits ........ $3,345 59.3% $3,383 66.8%
Casualties and insurance ...... 250 4.4 252 5.0
Depreciation .................. 691 12.3 688 13.6
Diesel fuel ................... 349 6.2 249 4.9
Car hire, net ................. 269 4.8 127 2.5
Purchased services, including
legal and professional fees .. 235 4.2 236 4.7
Repair and maintenance of
equipment .................... 335 5.9 301 5.9
Track and signal materials .... 302 5.4 189 3.7
Track usage fees .............. 137 2.4 109 2.1
Other materials and supplies .. 266 4.7 210 4.1
Other ......................... 476 8.4 432 8.5
------ ----- ------ -----
Total ....................... 6,655 118.0 6,176 121.8
Less capitalized and
recovered costs ............ 450 8.0 301 5.9
------ ----- ------ -----
Total .................... $6,205 110.0% $5,875 115.9%
====== ===== ====== =====
Operating Revenues:
Operating revenues increased $573,000, or 11.3%, to $5.6 million in the first
quarter of 2005 from $5.1 million in the first quarter of 2004. This increase
results from a $266,000 (6.3%) increase in conventional freight revenues, a
$102,000 (16.8%) increase in container freight revenues, a $107,000 (69.9%)
increase in other freight related revenues and a $98,000 (92.5%) increase in
other operating revenues.
The increase in conventional freight revenues is entirely due to a 6.6% increase
in the average revenue received per conventional carloading. The Company's
conventional carloadings decreased slightly, by 15, to 5,286 in the first
quarter of 2005 from 5,301 in the first quarter of 2004. Decreases in
construction aggregate traffic, a low-rated seasonal commodity, were largely
offset by increases in carloadings of higher rated commodities. This change in
traffic mix as well as modest rate increases, including diesel fuel surcharges,
account for the increase in the average revenue per carloading.
The increase in container freight revenues results from an 8.9% increase in
volume of containers handled, as well as a 7.2% increase in the average revenue
received per container. Intermodal containers handled during the quarter
increased by 1,260, or 8.9%, to 15,350 in 2005 from 14,090 in 2004. The increase
in the average revenue received per container is attributable to contractual
rate adjustments, as well as a shift in the mix of containers handled.
The increase in other freight related revenues is the result of increased
demurrage charges billed to freight customers. This increased revenue largely
offsets the increased car hire expense incurred during the quarter.
The increase in other operating revenues reflects a higher level of maintenance
department billings. Revenues of this type vary from period to period depending
upon the needs of freight customers and other outside parties.
11
Operating Expenses:
Operating expenses increased by $330,000, or 5.6%, to $6.2 million in the first
quarter of 2005 from $5.9 million in the first quarter of 2004. Diesel fuel
expense for the quarter increased by $100,000 due to the higher cost of
petroleum products. Car hire expense increased by $142,000 during the quarter.
These higher costs were largely offset by increased demurrage billings to
freight customers as previously noted.
Liquidity and Capital Resources
- -------------------------------
During the first quarter of 2005 the Company generated $44,000 of cash from its
operations. Total cash and cash equivalents decreased by $878,000 for the
quarter. The principal utilization of cash during the quarter, other than for
operations, was for expenditures for property and equipment and for the payment
of dividends.
In management's opinion cash generated from operations during the remainder of
2005 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, 2005, 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, 2005. 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.
12
PART II - Other Information
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Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(b) No reports on Form 8-K were filed during the quarter ended March
31, 2005.
13
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, 2005
14
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, 2005
By: /s/ Robert H. Eder
----------------------------
Robert H. Eder,
Chairman of the Board
And Chief Executive Officer
15
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, 2005
By: /s/ Robert J. Easton
----------------------------
Robert J. Easton
Treasurer and Principal
Financial Officer
16
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,
2005, 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, 2005
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,
2005, 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, 2005