PITTSBURGH & WEST VIRGINIA
RAILROAD
(a Pennsylvania business trust)
2008
ANNUAL REPORT and 10-K
PITTSBURGH & WEST VIRGINIA RAILROAD
#2 Port Amherst Drive
Charleston, West Virginia 25306
April 14, 2009
To the Shareholders
Pittsburgh & West Virginia Railroad ("the Trust")
has elected to be treated for tax purposes as a real
estate investment trust. As such, the Trust is not
required to pay federal corporate income taxes on any
of its taxable income that is distributed to
shareholders. It has been the Trust's policy
to distribute as dividends all of its ordinary taxable
income.
The Trust's only line of business is the ownership
of a small railroad running from western Pennsylvania
to the eastern section of Ohio. The railroad is under
long-term lease to Norfolk Southern Corporation
(NSC) for a fixed rental of $915,000 per year. This
amount, equivalent to 60 cents per share, is the only
cash income to the Trust. All cash available, after
payment of administrative expenses, is distributed as
dividends. This net cash flow amounted to $ 770,000
or 51 cents per share in 2008, and dividends of 51
cents were distributed. Income and distributions in
the prior year were $781,000 and 52 cents
respectively. A quarterly dividend of 12 cents per
share was paid on March 31, 2009, to shareholders
of record March 10, 2009.
The lease with NSC requires accounting for
substantial amounts of non-cash rental. These
amounts do not increase cash flow or net income and
are not reported in our published financial statements.
Included in this report is our 2008 annual report to
the Securities and Exchange Commission on Form 10-K.
Enclosed is the proxy material for the Annual
Shareholders meeting to be held in Charleston, West
Virginia, on May 14, 2009. Please sign and return
the proxy card promptly.
For the Trustees,
/s/ Herbert E. Jones, Jr.
Herbert E. Jones, Jr.
Chairman of the Board
/s/ Herbert E. Jones, III
Herbert E. Jones, III
President
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year
ended December 31, 2008
Commission File Number 1-5447
PITTSBURGH & WEST VIRGINIA RAILROAD
(Exact name of registrant as specified in its charter)
Pennsylvania
(State of organization)
25-6002536
(I.R.S. Employer Identification No.)
#2 Port Amherst Drive, Charleston, WV
(Address of principal executive offices)
25306-6699
(Zip Code)
Registrant's telephone number, including area code
(304) 926-1124
Securities Registered Pursuant to Section 12(b) of the
Act:
Title of each class
Shares of beneficial interest,
without par value
Name of each exchange
on which registered
American Stock Exchange
Securities Registered Pursuant to Section 12(g) of the
Act: None
Indicate by check mark if the registrant is a well-
known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes No X
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d)
of the Act Yes No X
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
requirement for the past 90 days: Yes X No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this Form 10-K or any amendment to
this Form 10-K.
Indicate by check mark whether the registrant is a
large accelerated filer, accelerated filer, a non-
accelerated filer, or a smaller reporting company.
See definition of "large accelerated filer,
accelerated filer, and smaller reporting
company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
Accelerated filer Non-accelerated filer
Smaller Reporting Company __X_
Indicate by check mark whether the registrant is a
shell company (as defined in
Rule 12b-2 of the Act. Yes No X
The aggregate market value of the voting stock held
by nonaffiliates of the registrant as of February 25,
2009 was $ 16,413,700.
At February 25, 2009, there were 1,510,000
outstanding shares of beneficial interest.
Notices and communications from the Securities and
Exchange Commission for the registrant may be sent
to Robert R. McCoy, Vice President and Secretary-
Treasurer, #2 Port Amherst Drive, Charleston, WV
25306.
The information required by Part III hereof is
incorporated by reference from Registrant's Proxy
Statement, which will be filed with the Securities and
Exchange Commission within 120 days after
December 31, 2008.
PART I
Item 1 BUSINESS
Pittsburgh & West Virginia Railroad (the
Registrant) was organized in Pennsylvania in 1967,
as a business trust, for the purpose of acquiring the
business and property of a small leased railroad. The
railroad was leased in 1964 to Norfolk and Western
Railway Company, now known as Norfolk Southern
Corporation ("NSC"), by Registrant's predecessor
company for 99 years with the right of unlimited
renewal for additional 99 year periods under the same
terms and conditions, including annual rent payments.
Registrant's business consists solely of the
ownership of the properties subject to the lease, and of
collection of rent thereon. The rent received is
$915,000 per year, in cash, which amount is fixed and
unvarying for the life of the lease, including any
renewal periods. In addition, the lease provides that
certain non-cash items be recorded as rent income
each year. These entries are equal in amount to the
sum of (1) Registrant's federal income tax deductions
for depreciation, retirements, and amortization of debt
discount expense, and (2) all other expenses of the
Registrant, except those expenses incurred for the
benefit of its shareholders. For financial reporting
purposes, only the cash income is reported, as the
non-cash items, although recorded under the terms of
the lease, have no financial value because of the
indeterminate settlement date.
Registrant has elected to be treated for tax
purposes as a real estate investment trust. As such, the
trust itself is exempt from federal income tax, to the
extent that its income is distributed to shareholders.
However, dividends paid by Registrant are ordinary
taxable income to its shareholders. In order to
maintain qualified status, at least 90% of ordinary
taxable income must be distributed. It is Registrant's
policy to distribute annually approximately 100% of
ordinary taxable income.
There are no employees. The accounting services
and other general administrative services are provided
through a contract with the Vice President,
Secretary/Treasurer. The investor relations services
are provided by a third-party shareholder services
company.
Item 1B Unresolved Staff Comments
None
Item 2 PROPERTIES
The properties leased to NSC consist of 112 miles
of main line road extending from Pittsburgh Junction,
Ohio, through parts of West Virginia,to
Connellsville, Pennsylvania and approximately 20
miles of branch lines and real estate used in the
operation of the railroad.
The more significant provisions of the lease
applicable to the properties are:
NSC at its own expense and without deduction
from the rent, will maintain, manage and operate the
leased property and make such improvements thereto
as it considers desirable. Such improvements made
by NSC become the property of the Registrant, and
the cost thereof constitutes a recorded indebtedness of
Registrant to NSC. The indebtedness is offset when
non-cash rental is recorded over the depreciable life
of the improvements. Such part of the leased property as
is, in the opinion of NSC, not necessary, may be
disposed of. The proceeds of any disposition are
retained by NSC and constitute an indebtedness of
NSC to Registrant. These amounts are due and
payable upon termination of the lease, whether by
default or expiration. Although the lease provides for
additional rentals to be recorded, these amounts do
not increase cash flow or net income as they are
charged to NSC's settlement account with no
requirement for payment except at termination of the
lease. Because of the indeterminate settlement date
for these items, such transactions and balances have not
been reported in the financial statements since 1982.
Upon termination of the lease, all properties
covered by the lease would be returned to Registrant,
together with sufficient cash and other assets to permit
operation of the railroad for one year. In addition, the
balance of the settlement account as described in the
preceding paragraph would be provided to the
Registrant. The amount of the settlement account was
$ 15,271,613 at December 31, 2008.
Following is summary financial data for Norfolk
Southern Corporation (NSC), the lessee of the
Registrant's properties, as reported in the NSC Form
10-K filed February 18, 2009:
NORFOLK SOUTHERN CORPORATION AND
SUBSIDIARIES
($ in millions, except per share amounts)
2008 2007 2006 2005 2004
RESULTS OF OPERATIONS
Railway operating revenues $ 10,661 $9,432 $9,407 $8,527 $7,312
Railway operating expenses 7,577 6,847 6,850 6,410 5,610
Income from railway operations 3,084 2,585 2,557 2,117 1,702
Other income-net 110 93 149 74 76
Interest expense on debt 444 441 476 494 489
Income from continuing
operations before income tax
and accounting changes 2,750 2,237 2,230 1,697 1,289
Provision for income taxes 1,034 773 749 416 379
Income from continuing
operations before accounting
changes 1,716 1,464 1,481 1,281 910
Discontinued operations - - - - -
Cumulative effect of changes in
accounting principles, net of taxes - - - - -
Net income $ 1,716 $1,464 $1,481 $1,281 $ 910
PER SHARE DATA
Income from continuing
operations before accounting
changes - basic $4.60 $3.74 $3.63 $3.17 $2.31
- diluted $4.52 $3.68 $3.57 $3.11 $2.28
Net income - basic $4.60 $3.74 $3.63 $3.17 $2.31
Dividends - diluted $4.52 $3.68 $3.57 $3.11 $2.28
Dividends $1.22 $0.96 $0.68 $0.48 $0.36
Stockholders' equity at
Year end $26.23 $25.64 $24.19 $22.63 $19.92
FINANCIAL POSITION
Total assets $26,297 $26,144 $26,028 $25,859 $24,748
Total long-term debt,
including current maturities
$ 6,667 $6,368 $6,600 $6,930 $7,525
Stockholders' equity $ 9,607 $9,727 $9,615 $9,276 $7,977
Item 3 LEGAL PROCEEDINGS
There were no legal proceedings.
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth
quarter to a vote of security holders.
PART II
Item 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Registrant's shares are listed for trading on the
American Stock Exchange under the symbol of "PW".
At February 25, 2009, there were approximately 654
holders of record of registrant's shares of beneficial
interest.
Stock Market and Dividend information per share of
beneficial interest.
2008 Quarters Ended
3/31 6/30 9/30 12/31
Sales price of traded shares
High...................... $9.50 $10.25 $10.25 $14.90
Low...................... 9.00 9.06 9.05 8.10
Dividends paid .12 .13 .13 .12
2007 Quarters Ended
3/31 6/30 9/30 12/31
Sales price of traded shares
High...................... $9.65 $9.45 $9.45 $9.50
Low...................... 8.74 8.90 8.87 9.00
Dividends paid .13 .13 .13 .13
Sales price of traded shares February 25, 2009
High...................... $10.90
Low...................... 10.74
It is the Registrant's intention to continue
distributing quarterly dividends. A quarterly dividend
of $.12 per share is payable March 31, 2009 to
shareholders of record on March 10, 2009.
Item 6 SELECTED FINANCIAL DATA
($Thousands, except per share amounts)
2008 2007 2006 2005 2004
Revenues $915 $915 $915 $915 $915
Income available for
distribution 770 781 789 780 805
Net income 770 781 789 780 805
Total assets 9,195 9,196 9,199 9,204 9,209
Per share amounts:
Net income .51 .52 .52 .52 .53
Income available for
distribution .51 .52 .52 .52 .53
Cash dividends .51 .52 .52 .52 .51
Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All of the Registrant's railroad properties are
leased to Norfolk and Western Railway Company,
now known as Norfolk Southern Corporation (NSC),
for 99 years, with unlimited renewals on the same
terms. Cash rental is a fixed amount of $915,000 per
year, with no provision for change during the term of
the lease and any renewal periods. This cash rental is
the only source of funds. Although the lease provides
for additional rentals to be recorded, these amounts do
not increase cash flow or net income as they are
charged to NSC's settlement account with no
requirement for payment, except at termination or non
renewal of the lease. Due to the indeterminate
settlement date, these additional rental amounts are
not recorded for financial reporting purposes, as
previously discussed in Item 2. Income available for
distribution in 2008 and in 2007 was approximately
$770,000 and $781,000, respectively.
Registrant's only cash outlays, other than dividend
payments, are for general and administrative expenses,
which include professional fees, office
rental and director's fees. Professional fees have
increased primarily due to the costs of complying with
the requirements of the Sarbanes-Oxley Act of 2002.
Stock exchange fees and costs related to shareholder
services have also increased. The leased properties are
maintained entirely at NSC's expense.
Since cash revenue is fixed in amount and outlays
for general and administrative expenses are relatively
modest, inflation has had no material impact on the
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 7A QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Quarterly financial data (in $thousands, except per share amounts)
2008 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
Revenues $229 $229 $229 $228
Net income 163 185 212 210
Per share .11 .12 .14 .14
2007
Revenues $229 $229 $229 $228
Net income 171 188 210 212
Per share .11 .12 .14 .14
Detailed financial statements of Registrant appear
on pages F-3 through F-8 of this report. Per share
data for the year is slightly different from the sum
of four quarters due to rounding.
Item 9 CHANGES IN AND DISAGREEMENTS
WITH AUDITORS' ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
Item 9A(T) CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management is responsible for establishing and
maintaining effective disclosure controls and
procedures. As of the end of the period covered by
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-15 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 to ensure
that information required to be disclosed in the
Registrant's required SEC filings is recorded,
processed, summarized and reported, within the time
periods specified in the Commission's rules and
forms.
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.
Changes in Internal Control over Financial Reporting
We maintain a system of internal accounting
controls that is designed to provide reasonable
assurance that our books and records accurately reflect
the transactions of the Registrant and that our policies
and procedures are followed. There have been no
changes in our internal control during the fourth
quarter that have materially affected, or are reasonably
likely to materially affect such controls.
Management's Annual Report on Internal Control
over Financial Reporting
This annual report does not include an attestation
report of the Registrant's independent registered
public accounting firm regarding internal control over
financial reporting. Management's report was not
subject to attestation by the Registrant's independent
registered public accounting firm pursuant to
temporary rules of the Securities and Exchange
Commission that permit the Registrant to provide
only management's report in this annual report.
The management of Pittsburgh & West Virginia
Railroad is responsible for establishing and
maintaining adequate internal control over financial
reporting. The Registrant's internal control system
was designed to provide reasonable assurance to
management and the Trustees regarding the reliability
of financial reporting and the preparation of
financial statements for external purposes in
accordance with generally accepted accounting
principles.
All internal control systems, no matter how well
designed, have inherent limitations. Even those
systems determined to be effective can provide only
reasonable assurance with respect to financial
statement presentation and preparation. Further,
because of changes in conditions, the effectiveness of
internal control may vary over time.
Management conducted an evaluation of the
effectiveness of the Registrant's internal control over
financial reporting based on the framework in Internal
Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation,
management concluded that the Company's internal
control over financial reporting was effective as of
December 31, 2008.
PART III
Item 10 DIRECTORS AND EXECUTIVE OFFICERS
OF REGISTRANT
This information is incorporated herein by
reference to Registrant's 2008 Proxy Statement.
Item 11 EXECUTIVE COMPENSATION
Compensation of Vice President and Secretary
and Treasurer
Robert McCoy currently serves as the Vice
President and Secretary and Treasurer, and is paid an
annual fee of $9,000, which is payable in quarterly
installments of $2,250 by the Company for his
services.
Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Management's ownership of Registrant's shares of
beneficial interest as of February 25, 2009.
Shares Percent of
Beneficially Outstanding
Name Owned Shares
Virgil E. Wenger, Trustee 200 0.013
Herbert E. Jones, Jr.,Trustee 4,000 0.265
Larry R. Parsons, Trustee 12,500 0.828
Herbert E. Jones, III, Trustee
and President 0 0.000
Robert R. McCoy
Vice President and Secretary-
Treasurer 0 0.000
All trustees and officers
as a group (5 persons) 16,700 1.106
Item 13 CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
This information is set forth in Registrant's 2008
Proxy Statement, which is incorporated herein by
reference.
Item 14 PRINCIPAL ACCOUNTING FEES AND
SERVICES
This information is set forth in Registrant's 2008
Proxy Statement, which is incorporated herein by
reference.
PART IV
Item 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 1.1 A list of all financial statements
and financial statement schedules filed as part
of this report is set forth on page F-1 herein.
Exhibit 1.2 - all the exhibits listed below
are incorporated herewith by reference to
Form 8 Amendment to Annual Report on Form
10-K for the year ended December 31, 1988:
2.1 Plan and Agreement of Reorganization,
dated February 18, 1967, between
Pittsburgh & West Virginia Railroad
and The Pittsburgh and West Virginia
Railway Company
2.2 Amendment No. 1 to Plan and Agreement
of Reorganization dated February 18,
1967, between The Pittsburgh and West
Virginia Railway Company and
Pittsburgh & West Virginia Railroad.
3.1 Pittsburgh & West Virginia Railroad
Declaration of Trust dated February 18,
1967.
3.2 Pittsburgh & West Virginia Railroad
Regulations.
10.1 Lease of railroad properties, dated
July 12, 1962,between the Pittsburgh
and West Virginia Railway Company and
Norfolk and Western Railway Company.
10.2 Assignment of lease by The Pittsburgh
and West Virginia Railway Company to
Pittsburgh & West Virginia Railroad.
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 R. McCoy
Exhibit 99 - Section 906 Certification for
Herbert E. Jones, Jr., Herbert E. Jones, III,
and Robert R. McCoy
(b) No report on Form 8-K was filed during the fourth
quarter of 2008.
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) 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
By /s/ Robert R. McCoy
Robert R. McCoy
Vice President and Secretary-Treasurer
Date: March 27, 2009
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
/s/ Herbert E. Jones, Jr
Herbert E. Jones, Jr.
Chairman of the Board and Trustee
/s/ Herbert E. Jones, III
Herbert E. Jones, III
President and Trustee
Date: March 27, 2009
Audited Financial Statements
PITTSBURGH & WEST VIRGINIA RAILROAD
Years Ended December 31, 2008 and 2007
TABLE OF CONTENTS
Page
Report of Independent Registered
Public Accounting Firm F-2
Financial Statements:
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes
in Shareholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7 - F- 9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Trustees and Shareholders
Pittsburgh & West Virginia Railroad
We have audited the accompanying balance sheet of
Pittsburgh & West Virginia Railroad, a Pennsylvania
business trust (the Trust), as of December 31, 2008 and
2007, and the related statements of operations, changes
in shareholders' equity, and cash flows for each of the years in
the three-year period ended December 31, 2008. The
Trust's management is responsible for these financial
statements. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. The company is not required to have, nor
were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal
control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of Pittsburgh & West Virginia Railroad as of
December 31, 2008 and 2007, and the results of its
operations and its cash flows for each of the years
in the three-year period ended December 31, 2008, in conformity
with U.S. generally accepted accounting principles.
/s/Gibbons & Kawash
March 11, 2009
PITTSBURGH AND WEST VIRGINIA RAILROAD
BALANCE SHEET
December 31, 2008 and 2007
ASSETS 2008 2007
Cash $44,505 $44,270
Net investment in capital lease 9,150,000 9,150,000
$9,194,505 $9,194,270
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders' equity:
Shares of beneficial interest, without par value:
Authorized number of shares - unlimited;
issued and outstanding - 1,510,000 shares
at December 31, 2008 and 2007 $9,145,359 $9,145,359
Retained earnings 49,146 48,911
$9,194,505 $9,194,270
The accompanying notes are an integral part
of these financial statements.
F-3
PITTSBURGH AND WEST VIRGINIA RAILROAD
STATEMENT OF OPERATIONS
December 31, 2008 and 2007
2008 2007 2006
Interest income
from capital lease $ 915,000 $915,000 $915,000
Less general and
administrative expenses 144,665 134,919 125,804
Net income $ 770,335 $780,081 $789,196
Per share:
Net income $0.51 $0.52 $0.52
The accompanying notes are an integral part
of these financial statements.
F-4
PITTSBURGH AND WEST VIRGINIA RAILROAD
STATEMENT OF CHANGES IN SHAREHOLDERS'EQUITY
December 31, 2008 and 2007
Shares of
Beneficial Retained
Interest Earnings
Balance at December 31, 2005 $9,145,359 $50,034
Net income - 789,196
Cash dividends paid ($.52 per share) - (785,200)
Balance at December 31, 2006 9,145,359 54,030
Net income - 780,081
Cash dividends paid ($.52 per share) - (785,200)
Balance at December 31, 2007 9,145,359 48,911
Net income - 770,335
Cash dividends paid ($.51 per share) - (770,100)
Balance at December 31, 2008 $9,145,359 $49,146
The accompanying notes are an integral part
of these financial statements.
F-5
PITTSBURGH AND WEST VIRGINIA RAILROAD
STATEMENT OF CASH FLOWS
December 31, 2008 and 2007
2008 2007 2006
Cash flows from operating activities:
Net income $770,335 $780,081 $789,196
Adjustments to reconcile net income to
net cash provided by operating activities:
Decrease in accounts payable
and accrued liabilities - - (8,950)
Net cash provided by operating activities 770,335 780,081 780,246
Cash flows used in financing activities
Dividends paid (770,100) (785,200) (785,200)
Net increase (decrease) in cash 235 (5,119) (4,954)
Cash, beginning of year 44,270 49,389 54,343
Cash, end of year $44,505 $44,270 $49,389
The accompanying notes are an integral part
of these financial statements.
F-6
PITTSBURGH AND WEST VIRGINIA RAILROAD
NOTES TO FINANCIAL STATEMENTS
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Pittsburgh & West Virginia Railroad (the Trust) is
a business trust organized under the laws of
Pennsylvania on February 18, 1967, for the purpose of
leasing railroad properties to Norfolk Southern
Corporation. The leased properties consist of a railroad
line 112 miles in length, extending from Connellsville,
Washington, and Allegheny Counties in the
Commonwealth of Pennsylvania, Brooke County in the
State of West Virginia, and Jefferson and Harrison
Counties in the State of Ohio, to Pittsburgh Junction,
Harrison County, State of Ohio. There are also branch
lines that total 20 miles in length located in
Washington County and Allegheny County in
Pennsylvania and Brooke County, West Virginia. The
lease provides the Trust's source of revenue, which is
received in quarterly installments.
Revenue Recognition
Interest on the capital lease is recognized as earned
based on an implicit rate of 10% over the life of the
lease which is assumed to be perpetual.
Use of Estimates
The preparation of financial statements in
conformity with U.S. generally accepted accounting
principles requires management to make estimates and
assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ
from those estimates.
2 - CAPITAL LEASE
Under the terms of a lease which became effective
October 16, 1964 (the "lease"), Norfolk Southern
Corporation (formerly Norfolk and Western Railway
Company) (Norfolk Southern) - (the "lessee") leased all
of Pittsburgh & West Virginia Railroad's (the "Trust")
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 for
the current 99 year lease period and all renewal
periods. The leased properties are maintained entirely
at Norfolk Southern's expense.
Prior to 1983, the lease was accounted for as an
operating lease in accordance with the Statement of
Financial Accounting Standards (SFAS) No. 13,
"Accounting for Leases," because the railroad assets as
accounted for under "betterment accounting" were
considered similar to land. Effective January 1, 1983,
the Interstate Commerce Commission (ICC) changed
the method of accounting for railroad companies from
"betterment accounting" (which was
F-7
2-CAPITAL LEASE (continued)
previously used by the Trust and most railroads) to
"depreciation accounting."The leased assets, under
"depreciation accounting," are no longer similar to
land; and, effective January 1, 1983, under the
provisions of Statement No. 13, the lease is considered
a capital lease and the property deemed sold in
exchange for rentals receivable under the lease. The
lease may be terminated by the lessee either by
expiration of the initial or any renewal term, or by
default of Norfolk Southern. In the event of
termination, Norfolk Southern is obligated to return to
the Trust all properties covered by the lease, together
with sufficient cash and other assets to permit
operation of the railroad for a period of one year, and to
settle the noncash settlement account described in Note 3.
The Trust has determined that the lease term is
perpetual based on these substantial penalties to the
lessee upon nonrenewal. Accordingly, as of January 1,
1983, the rentals receivable of $915,000 per annum,
recognizing renewal options by the lessee in perpetuity,
were estimated to have a present value of $9,150,000,
assuming an implicit interest rate of 10%.
3 - NONCASH RENTAL SETTLEMENT
Under the terms of the lease, a noncash settlement
account is maintained to record amounts due to or due
from Norfolk Southern upon termination of the lease.
The amount is credited with noncash rent equivalent to:
(a) the deductions allowable to the Trust, for tax
purposes for depreciation, amortization or retirements
of the leased properties and amortization of debt
discount and expense; and (b) all other expenses of the
Trust, except those incurred for the benefit of the
shareholders. The settlement account is charged with
the cost of capital asset acquisitions and expenses of
the Trust paid for by Norfolk Southern on behalf of the
Trust.
At December 31, 2008 and 2007, the noncash
settlement account had a balance of $15,271,613 and
$14,933,273, respectively, receivable from Norfolk
Southern. The account will not be settled until the
expiration of the lease, whether by default or
nonrenewal. Because of the indeterminate settlement
date of the account, no values have been reported in the
accompanying financial statements for the balance of
the account or the transactions affecting the balance.
F-8
4 - INCOME TAXES
The Trust was organized as a Pennsylvania
business trust and has elected to be treated under the
Internal Revenue Code as a real estate investment trust.
As such, the Trust is exempt from Federal taxes on
taxable income and capital gains to the extent that they
are distributed to shareholders. In order to maintain
qualified status, at least 90% of ordinary taxable
income must be distributed; it is the intention of the
Trustees to continue to make sufficient distributions of
ordinary taxable income. Dividends distributed for
the years ended December 31, 2008, 2007, and 2006, were
comprised entirely of ordinary income.
5 - RELATED PARTY TRANSACTIONS
A Trustee of the Trust serves as Chairman and
CEO of Wheeling & Lake Erie Railway Company
which subleases from Norfolk Southern Corporation
the right of way and real estate owned by the Trust.
The Sublease is substantially similar by virtue of
assignment and assumption of rights and obligations as
the Lease between the Trust and Norfolk Southern
Corporation. As Chairman and CEO of Wheeling &
Lake Erie Railway, the Trustee exercises the rights and
obligations under the Sublease to maintain the
property, to operate the property, and to sell or dispose
of the property not needed for ongoing operations in
accordance with the provisions of the Lease and Sublease.
The Trust leases office space and equipment from a
company related to its Chairman. Rent is paid on a
month to month basis in the amount of $1,500 per
month.
6 - CONTINGENCY
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
December 31, 2008, 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.
F-9
7 - SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
The following presents a summary of the
unaudited quarterly financial information for the
years ended December 31, 2008 and 2007:
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Year Ended
December 31, 2008
Revenue $228,750 $228,750 $228,750 $228,750
Net income $163,605 $184,955 $211,692 $210,083
Net income
per share $.11 $.12 $.14 $.14
Year Ended
December 31, 2007
Revenue $228,750 $228,750 $228,750 $228,750
Net income $170,873 $187,638 $209,792 $211,777
Net income
per share $.11 $.12 $.14 $.14
F-10