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 Quarter ended September 30, 2006
Commission File Number 1-5447
PITTSBURGH & WEST VIRGINIA RAILROAD
Pennsylvania 25-6002536
(State of Organization) (I.R.S. Employer Identification No.)
2 Port Amherst Drive, Charleston, WV 25306
(Address of principal executive offices)
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 by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.
Large accelerated filer ___Accelerated filer ___ Non-accelerated filer _X_
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes _____ No __X__
PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
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.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENT OF INCOME
(Dollars in Thousands except Per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2006 2005 2006 2005
INCOME AVAILABLE FOR
DISTRIBUTION:
Interest income from
capital lease $ 229 $ 229 $ 686 $ 686
Less general and
administrative
expense 19 23 108 114
NET INCOME $ 210 $ 206 $ 578 $ 572
Per Share:
(1,510,000 average shares outstanding)
Net Income $ .14 $ .14 $ .38 $ .38
Cash Dividends $ .13 $ .13 $ .39 $ .39
The accompanying notes are an integral part of these financial statements.
PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
BALANCE SHEET
(Dollars in Thousands)
(Unaudited) (Audited)
September 30 December 31
2006 2005
ASSETS
Net investment in
capital lease $ 9,150 $ 9,150
Cash 35 54
$ 9,185 $ 9,204
LIABILITIES AND SHAREHOLDERS? EQUITY
Liabilities:
Accounts payable and
accrued liabilities $ 0 $ 9
Shareholders' equity:
Shares of beneficial
interest, at no par
value, 1,510,000 shares
issued and outstanding 9,145 9,145
Retained earnings 40 50
Total shareholders' equity 9,185 9,195
Total liabilities and
shareholders' equity $ 9,185 $ 9,204
The accompanying notes are an integral part of these financial statements.
PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
September 30,
2006 2005
Cash flows from operating activities:
Net income $ 579 $ 572
Adjustment to reconcile net income to net
cash provided by operating activities:
Increase (decrease) in accounts payable
And accrued liabilities ( 9) -
Net cash provided by operating activities $ 570 $ 572
Cash flows used in financing activities:
Dividends paid 589 589
Net increase (decrease) in cash (19) (17)
Cash, beginning of period 54 59
Cash, end of period $ 35 $ 42
The accompanying notes are an integral part of these financial statements.
PITTSBURGH & WEST VIRGINIA RAILROAD
FORM 10-Q
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.
(3) Under the terms of the lease, Norfolk Southern Corporation has 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 year for the current lease period and all renewal
periods. The net investment in capital lease, recognizing renewal options in
perpetuity, was estimated to have a current value of $9,150,000 assuming an
implicit interest rate of 10%.
(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 September 30, 2006, all net
assets are covered by the lease. The Trust may not borrow any money or
assume any guarantees except with the prior written consent of Norfolk
Southern.
Item 2. MANAGEMENTS? DISCUSSION AND ANALYSIS
All of Registrant's railroad properties are on long-term lease to
Norfolk Southern Corporation for the fixed, unvarying amount of $915,000
cash rental per year. The lease also requires that additional amounts be
accounted for as noncash rent income to be settled or paid at lease
termination. 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 third quarter of 2006 with the preceding second quarter of 2006 and
the third quarter of 2005, revenues totaled $229,000, $229,000, and
$229,000, respectively. Net income and income available for distribution
was $210,000, $195,000, and $206,000, respectively.
Since cash revenue is fixed in amount and outlays for general and
administrative expenses are relatively modest, inflation has had no
material impact on Registrant's reported net income for the past three
years. Although recent inflationary trends have been relatively low,
annual rental income is a fixed amount for the current lease term and
any renewal periods, and inflation could affect the real dollar value of
the rental income over time. Changes in inflationary trends could also
affect the general and administration expenses.
Item 4. CONTROLS AND PROCEDURES
Management is responsible for establishing and maintaining effective
internal controls over financial reporting. 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 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 that could significantly affect internal
controls subsequent to the date the Registrant carried out its evaluation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 31.1 Section 302 Certification for Herbert E. Jones, Jr.
Exhibit 31.2 Section 302 Certification for Herbert E. Jones, III
Exhibit 31.3 Section 302 Certification for Robert A. Hamstead
Exhibit 32.1 Section 906 Certification for Herbert E. Jones, Jr.,
Herbert E. Jones, III and Robert A. Hamstead
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: November 13, 2006
Exhibit 31.1
SECTION 302 CERTIFICATION
CERTIFICATIONS
I, Herbert E. Jones, Jr., certify that:
1. I have reviewed this report on Form 10-Q of Pittsburgh & West Virginia
Railroad.
2. Based on my knowledge, this report on Form 10-Q 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 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 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 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, including its
consolidated subsidiaries, 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 such 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 (the registrant's fourth fiscal quarter in the case of an
annual report) 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 controls over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies 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 controls
over financial reporting.
November 13, 2006
/s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
Exhibit No. 31.2
SECTION 302 CERTIFICATION
CERTIFICATIONS
I, Herbert E. Jones, III certify that:
1. I have reviewed this report on Form 10-Q of Pittsburgh & West Virginia
Railroad.
2. Based on my knowledge, this report on Form 10-Q 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 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 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 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, including its consolidated
subsidiaries, 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 such evaluation; and
c. Disclosed in this report any changes in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) 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
controls over financial reporting, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies 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 controls over financial reporting.
November 13, 2006
/s/ Herbert E. Jones, III
Herbert E. Jones, III
President
Exhibit 31.3
SECTION 302 CERTIFICATION
CERTIFICATIONS
I, Robert A. Hamstead, certify that:
1. I have reviewed this report on Form 10-Q of Pittsburgh & West Virginia
Railroad.
2. Based on my knowledge, this report on Form 10-Q 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 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 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 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, including its
consolidated subsidiaries, 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 such 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 (the registrant's fourth fiscal quarter in the case of an
annual report) 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 controls over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a. All significant deficiencies 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 controls
over financial reporting.
November 13, 2006
/s/ Robert A. Hamstead
Robert A. Hamstead
Vice President, Secretary and Treasurer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pittsburgh & West Virginia Railroad
(the "Company") on Form 10-Q for the fiscal quarter ending September 30, 2006,
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned hereby certify, pursuant to and for purposes of 18
U.S.C. Section 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.
November 13, 2006
/s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
/s/ Herbert E. Jones, III
Herbert E. Jones, III
President
/s/ Robert A. Hamstead
Robert A. Hamstead
Vice President, Secretary and Treasurer