December 11, 2009
VIA EDGAR AND FEDERAL EXPRESS
- -----------------------------
Mr. Lyn Shenk
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Re: Providence and Worcester Railroad Company
File No. 000-16704
Dear Mr. Shenk:
This letter is in response to your correspondence of October 30, 2009 (the
"Comment Letter") containing comments arising from your review of the financial
statements and related disclosures included in our report on Form 10-K for the
year ended December 31, 2008 and our report on Form 10-Q for the quarterly
period ended June 30, 2009.
In accordance with your request the Company hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in its filings;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filings; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
The Company provides this acknowledgement without prejudice to its rights to
disclose staff comments and the Company's response thereto in any such
proceedings.
We have addressed each matter raised in the Comment Letter below by reference to
the headings and/or numbered items contained therein. For the convenience of the
Commission's staff, we reproduce the text of each heading and/or numbered
paragraph in the Comment Letter and follow with our response.
Form 10-K for the fiscal year ended December 31, 2008
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations, page II-4
1. Please present a table of contractual obligations for amounts due under
specified contractual obligations, including but not limited to the agreement
with GATX, as of the latest fiscal year end balance sheet as required by FR 67.
1. Response.
Contractual Obligations under FR 67
- -----------------------------------
The Company's only contractual obligation as of December 31, 2008 was the
operating lease with GATX Corporation for 72 gondolas which was disclosed in the
10-K for the year ended December 31, 2008 in Section 7 under Liquidity and
Capital Resources.
The Company will modify its future filings to include the table of contractual
obligations for amounts due under specified contractual obligations as follows
and update at the end of each fiscal year:
Contractual Obligations
- -----------------------
The Company has no contractual obligations which are recorded as liabilities in
its Financial Statements. Other items, such as operating leases, are not
recognized as liabilities in its Financial Statements but are required to be
disclosed in the Notes to Financial Statements.
The following table sets forth the Company's significant contractual obligations
as of December 31, 2008:
- ------------------- ---------------------------------------------------------
Payments Due by Period
- ------------------- ---------------------------------------------------------
- ------------------- ---------- ------------ ---------- ------------ ---------
Contractual Total Less than 1-3 Years 3-5 years More
Obligations 1 Year than
(in thousands) 5 years
- ------------------- ---------- ------------ ---------- ------------ ---------
- ------------------- ---------- ------------ ---------- ------------ ---------
Operating lease (a) $1,493 $248 $496 $496 $253
- ------------------- ---------- ------------ ---------- ------------ ---------
- ------------------- ---------- ------------ ---------- ------------ ---------
Total $1,493 $248 $496 $496 $253
- ------------------- ---------- ------------ ---------- ------------ ---------
(a) Represents future minimum lease payments under a non-cancelable operating
lease in effect as of January 10, 2008.
The table above excludes Long-term Debt as there were no borrowings outstanding
under the Company's Revolving Credit Facility as of December 31, 2008. The
Company had no Capital Lease Obligations, Purchase Obligations or Other Long
Term Liabilities at December 31, 2008.
Notes 1 and 3 -- Property and Equipment, pages 11-18 and 11-22
- --------------------------------------------------------------
2. We note that property and equipment comprise approximately 81% of your total
consolidated assets with track structures being approximately 65% of the gross
cost of total property and equipment. In addition, you disclose that track
structures are being depreciated over a period as long as 67 years. As it is
unclear how much of track structures is being depreciated over 67 years, please
tell us the amount of total track structures being depreciated over this period
as well as the average depreciation period (in percentage or years) being used
for the total track structures asset in each of the last three fiscal years.
In addition, we note a significant number of other railroad operators using
estimated lives of rail / track structures that generally approximate a useful
life of 25-40 years or an average depreciation rate that approximates 3% per
year (equivalent to an approximate 35 year life). As other railroad operators
use periods that are significantly less than your 67 year estimated life, please
also tell us in complete and clear detail why you believe a 67 year depreciation
period being [sic] currently being used is appropriate as well as why you
believe that your circumstances provide for an estimated life significantly
higher than your peers. In connection with this response, please also
re-evaluate whether your current depreciation period being used should be
revised under the circumstances.
Notwithstanding the above, we believe the MD&A and financial statement notes can
be significantly enhanced with additional disclosures with respect to property
and equipment because of its significance as follows:
o Significant Accounting Policy disclosure describing (i) what types of
costs are capitalized; (ii) how often you conduct studies of
depreciation rates; (iii) how changes in estimated useful lives of
depreciation are treated in the financial statements; (iv) how
estimated historical installment costs from gross assets and
accumulated depreciation are removed upon replacement of track
structures; and (v) how and what constitutes an abnormal retirement of
track structure assets, if any;
o Critical Accounting Estimate disclosure related to depreciation
studies including their relevance to any assumptions that normally
retired property is fully depreciated upon replacement as well as how
the historical costs attributable to retired or replaced assets are
estimated; and
o Liquidity and capital resources discussion regarding actual
replacement activity on track structures.
Please advise and revise, accordingly.
2. Response.
The Company is a Class II railroad as defined by the United States Surface
Transportation Board ("STB"). Prior to 1973 the Company did not engage in active
operations as all of its track was leased to other railroads. In 1973 the
Company regained control over its track and recommenced operations and, since
that time, the Company has grown its track in service from 45 miles to 516
miles, primarily through acquisition of track and track rights from other
railroads. The Company is responsible for maintaining 313 of the 516 track miles
comprising its system. To the Company's knowledge, the only other Class II
railroads for which public information is available are part of two railroad
holding companies.
Class I railroads divide their track structure into several classes depending on
the intensity of use. Class II Track is defined as track that averages less,
over a three-year period, than 20 million gross ton-miles per mile on an annual
basis and has not been designated for abandonment ("Class II Track"). See 49
C.F.R. Part 1201, Instruction 4-3(e).
In 1985 the Company adopted the depreciation method of accounting (the
"Depreciation Method"), discontinuing use of its prior method, the Betterment
Method. To effect the conversion to the Depreciation Method, the Company was
required first to establish the value of the track structure among other assets
and, second, to arrive at the proper class life for each class of assets. The
Company spent nearly a year determining values and proper class lives as of
January 1, 1985 by researching the historical records of the former Penn Central
Railroad, the New York, New Haven and Hartford Railroad, and other railroads,
including Consolidated Rail Corporation, from which it acquired track or track
rights. In establishing a class life for each asset, the Company examined (i)
the age of the existing track structure, (ii) the class lives for Class II Track
used by Class I railroads, (iii) to the extent the information was publicly
available, the class lives used by Class II railroads, (iv) the depreciation of
class lives as permitted under Section 167 of the Internal Revenue Code and
related regulations and revenue rulings, and (v) various other accounting
pronouncements. The Company also took into account the fact that the class lives
adopted by Class I railroads for their Class II Track were not comparable since
the intensity of use of the Company's track and structure was, and is,
significantly different. Finally, the Company evaluated the impact of its level
of routine maintenance on the useful life of its track structure, believing its
level of maintenance is greater than that of similarly-situated railroads, in
determining that: rail and other track material, ballast, and, bridges and
trestles had a proper class life of sixty-seven years; ties had a proper class
life of forty years; and "other" components had a proper class life of
thirty-three years. Based upon these studies, the Company determined the cost of
the improvements and the duration of appropriate useful lives applicable to the
asset classes comprising its track structure at December 31, 1985.
At December 31, 2008, the applicable costs and depreciable lives of the various
categories comprising track structure were:
- ------------------------ -------------------------- --------------------------
COSTS DEPRECIABLE LIFE (IN
ASSET CLASS (IN THOUSANDS) YEARS)
- ------------------------ -------------------------- --------------------------
- ------------------------ -------------------------- --------------------------
Ties $45,808 40
- ------------------------ -------------------------- --------------------------
- ------------------------ -------------------------- --------------------------
Rail & Other Track $21,849 67
Materials
- ------------------------ -------------------------- --------------------------
- ------------------------ -------------------------- --------------------------
Ballast $ 5,590 67
- ------------------------ -------------------------- --------------------------
- ------------------------ -------------------------- --------------------------
Bridges & Trestles $ 6,434 67
- ------------------------ -------------------------- --------------------------
- ------------------------ -------------------------- --------------------------
Other $ 1,834 33
- ------------------------ -------------------------- --------------------------
- ------------------------ -------------------------- --------------------------
TOTAL $81,515
=======
- ------------------------ -------------------------- --------------------------
The weighted average useful live of the Company's track structure during the
period 2006-2008 was 52 years. The Company does not anticipate any change in the
weighted average useful life for 2009.
The following table represents the information concerning book lives reported by
Class I railroads to the STB for the period ended December 31, 2008 for the
range of asset lives for their Class II Track:
- ---------------------------- ------------------------- ------------------------
LOWEST USEFUL LIFE HIGHEST USEFUL LIFE
- ---------------------------- ------------------------- ------------------------
- ---------------------------- ------------------------- ------------------------
Ties 22.4 Years 41.5 Years
- ---------------------------- ------------------------- ------------------------
- ---------------------------- ------------------------- ------------------------
Rail & Other Track
Materials 37.5 Years 52.4 Years
- ---------------------------- ------------------------- ------------------------
- ---------------------------- ------------------------- ------------------------
Ballast 27.2 Years 62.1 Years
- ---------------------------- ------------------------- ------------------------
- ---------------------------- ------------------------- ------------------------
Bridges & Trestles &
Culverts 59.5 Years 97.1 Years
- ---------------------------- ------------------------- ------------------------
Source: Derived from materials prepared by Philip Burris, an economist with the
firm of L.E. Peabody & Associates, Inc. on November 18, 2009 from information
contained in Schedule 416 of the 2008 Annual Report on Form R-1 filed with the
Surface Transportation Board by certain Class I railroads.
Since 1985, the Company has not experienced any significant changes in its
overall operations or its business or the related use of its property and
equipment, or had any indication that asset lives no longer remain appropriate.
The Company's useful lives for two (rail and other track materials, and ballast)
of the four asset categories constituting track structure exceed the useful
lives adopted by the above Class I railroads for their Class II Track. The
Company has concluded that its useful lives as compared to other railroads are
supported by two factors - one, its low ton-miles per mile of track structure as
compared with the higher intensity use of Class II Track of Class I railroads
and, second, its level of routine (non-capitalized) maintenance.
For the three year period ended December 31, 2008, the gross ton-miles carried
on the Company's aggregate rights-of-way and the ton-miles per track mile were:
----------------- ----------------------------- ----------------------------
TOTAL TON MILES TON-MILES PER MILE OF
TRACKo
----------------- ----------------------------- ----------------------------
----------------- ----------------------------- ----------------------------
2006 5,848,800 18,666
----------------- ----------------------------- ----------------------------
----------------- ----------------------------- ----------------------------
2007 5,228,800 16,705
----------------- ----------------------------- ----------------------------
----------------- ----------------------------- ----------------------------
2008 5,813,600 18,573
----------------- ----------------------------- ----------------------------
oBased on 313 miles of track owned
As is evidenced from the above data, the Company's total ton-miles per mile of
track is less than 1/10th of one percent of the 20,000,000 gross ton-mile
threshold used by the STB to define the maximum ton-miles carried on Class II
Track.
Since it commenced active operations in 1973, the Company has had in place what
it believes is an aggressive maintenance program designed to support the useful
lives it has adopted. The Company believes that its level of maintenance is
greater than that of similarly-situated Class II railroads.
Each year, ties, linear feet of rail and tons of ballast are "retired" in
amounts equal to the number of new ties, linear feet of rail and tons of ballast
installed on those lines. The Company maintains its fixed assets records with
respect to track structure by subclass (rail, ties, etc.) which in turn are
categorized by the particular segment of track to which each relates. When
replacements are made on any track segment, the Company retires an equivalent
amount of its oldest rail structure assets. For example, if the Company replaces
1,000 ties on its Gardner Branch, it retires the oldest 1,000 ties by date of
installation. Retirements of track structure are recorded by removing the
historical cost and related accumulated depreciation of ties, rail and ballast
which have been replaced each year on a first in, first out basis.
The Company's average historical cost is not estimated but, rather, is actual
cost, determined by reference to the date of acquisition of assets in records
maintained by the Company or its predecessors during the term of their
operations. The net book value of track retirements over the three most recent
years was:
----------------------------- ----------------------------------------------
NET BOOK VALUE OF TRACK RETIREMENTS
(IN THOUSANDS)
DECEMBER 31
----------------------------- ----------------------------------------------
----------------------------- ----------------------------------------------
2006 $ 6
----------------------------- ----------------------------------------------
----------------------------- ----------------------------------------------
2007 $12
----------------------------- ----------------------------------------------
----------------------------- ----------------------------------------------
2008 $48
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The Company reviews annually the useful lives of its track structure components
and to date has not noted any circumstances that would significantly change its
estimated useful lives. The net book value of the retired track structure has
been nominal which supports the Company's contention that the depreciation rates
have been, and remain, appropriate. If the Company were to identify changes in
remaining useful lives based on its annual review or to experience material
write-offs in its fixed track structure account as a result of replacements, the
Company would re-evaluate the useful lives.
The Company accounts for improvements to its track as follows: Costs incurred in
the installation of track structure are to be capitalized to the extent that
such costs are in connection with the replacement of track structure pursuant to
a program of rehabilitation which results in significant future benefits.
Examples include upgrading a significant segment of track structure pursuant to
a grant which results in extension of the useful economic life. Upgradings
include the replacement of certain components of track structure such as ties
and rail to support railcars of heavier weights or to allow for an increase in
track speed, as operating requirements dictate. Since track structure upgrading
is replacement of depreciated or nearly fully-depreciated track, it does not
constitute an abnormal retirement. Also, costs incurred in the installation of
track structure are to be capitalized to the extent that such costs are in
connection with the construction of a new track structure. Costs for routine
maintenance such as the sporadic replacement of individual ties which have
deteriorated, repair of track structure damaged in a derailment, washout or
other cause or event, or for the general upkeep of track structure to keep it in
good operating condition, are to be expensed. Costs shall be capitalized or
expensed depending on the facts and circumstances causing the expenditure and
based upon the judgment of the accounting department in conjunction with the
engineering department. The total amount of the costs to be capitalized is based
on the per-unit standard cost for each category of expenditure (ties, rail and
other track material and ballast) and the number of equivalent units installed.
Per unit costs are developed annually using costs incurred for materials, direct
labor and overhead.
The Company has not conducted any formal depreciation studies, either internally
or externally since the time that it converted from the Betterment Method to the
Depreciation Method of accounting for track structures. The intensity of use and
the level of routine maintenance per track mile have not significantly changed
since 1985. However, the Company on an annual basis reviews the useful lives of
the track structure components and to date has not noted any circumstance that
would significantly change the estimate of their useful lives. Accordingly, the
Company has had no reason to disclose any changes in estimated useful lives or
the manner in which any such changes would be treated in its financial
statements.
The Company to date has experienced no "abnormal retirements of track
structure". In addition, if an abnormal retirement were to occur, the Company
would write off undepreciated costs of the retired assets to the Company's
income statement. The Company defines an "abnormal retirement" as a replacement
of a track structure arising out of an unforeseen event such as a major washout
due to flood or other catastrophe. Such unforeseen events are not factored into
the calculation of assets' useful lives on the date that assets are put into
service.
For the three years ended December 31, 2008, the Company's capitalized
expenditures for track structures were as follows:
- ----------- ---------------------- --------------------- ----------------------
GROSS EXPENDITURES GRANTS NET EXPENDITURES
YEAR (IN THOUSANDS) (IN THOUSANDS) (IN THOUSANDS)
- ----------- ---------------------- --------------------- ----------------------
- ----------- ---------------------- --------------------- ----------------------
2006 $3,356 $121 $3,235
- ----------- ---------------------- --------------------- ----------------------
- ----------- ---------------------- --------------------- ----------------------
2007 $3,512 $520 $2,992
- ----------- ---------------------- --------------------- ----------------------
- ----------- ---------------------- --------------------- ----------------------
2008 $2,583 $172 $2,411
- ----------- ---------------------- --------------------- ----------------------
The Company expects that on average it will continue to spend between $2,000,000
and $3,000,000 for capitalized track structures, adjusted annually for
inflation.
The Company proposes to make the following additional disclosures in the
Critical Accounting Policies and Liquidity and Capital Resources sections of its
Management's Discussion and Analysis and to Note 1 to its Financial Statements
(marked to show changes), as indicated, in its future periodic reports updated
at the end of each fiscal year:
Management's Discussion and Analysis of Financial Condition and Results of
Operations:
* * * *
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. We base our estimates on historical experience and on
----------------------------------------------------------
various other assumptions that we believe are reasonable under the
- --------------------------------------------------------------------------------
circumstances, the results of which form the basis for making judgments about
- --------------------------------------------------------------------------------
the carrying values of assets and liabilities that are not readily apparent from
- --------------------------------------------------------------------------------
other sources. The following critical accounting policies are a subset of the
- ----------------------------------------------------------------------------
Company's significant accounting policies
are
described in Note 1 of the Notes to Financial Statements. Not all of these
significant accounting policies require management to make difficult, subjective
or complex judgments or estimates.
The Company's rail operations are highly capital intensive.
- -----------------------------------------------------------
Management believes that the Company's policy for the evaluation of long-lived
asset impairment meets the SEC definition of critical.
Property and equipment, including land
- ----------------------------------------
held for development, is stated at historical cost (including self-construction
- --------------------------------------------------------------------------------
costs). Self-construction costs for track structure include material costs for
- --------------------------------------------------------------------------------
ties, rail, other track materials and ballast; the cost of direct and
- --------------------------------------------------------------------------------
supervisory labor, including railroad retirement taxes and employee benefits;
- --------------------------------------------------------------------------------
costs for track machinery and equipment (including depreciation) and various
- --------------------------------------------------------------------------------
other overhead costs. Major renewals or betterments are capitalized while
- --------------------------------------------------------------------------------
routine maintenance and repairs that do not improve or extend asset lives are
- --------------------------------------------------------------------------------
charged to expense when incurred. Properties and equipment are carried at cost
- --------------------------------------------------------------------------------
and are depreciated over their useful lives. Items included in track structures
- --------------------------------------------------------------------------------
with similar physical characteristics, use, date of installation and expected
- --------------------------------------------------------------------------------
life are grouped together into separate asset classes and depreciated by the
- --------------------------------------------------------------------------------
estimated useful life for the asset class group. Gains or losses on sales or
- --------------------------------------------------------------------------------
other dispositions of property are created or charged to income.
- ----------------------------------------------------------------
The Company reviews property and equipment retirements each year in order to
- --------------------------------------------------------------------------------
determine whether or not the estimated useful lives are reasonable. Since, in
- --------------------------------------------------------------------------------
most instances, assets retired have been fully or substantially depreciated, the
- --------------------------------------------------------------------------------
Company has not found it necessary, historically, to make any significant
- --------------------------------------------------------------------------------
adjustments to their estimated useful lives. Retirements of track structure are
- --------------------------------------------------------------------------------
recorded by removing the historical cost and related accumulated depreciation of
- --------------------------------------------------------------------------------
the equivalent amount of its oldest track structures with the related gain or
- --------------------------------------------------------------------------------
loss being charged to income. Historically, the Company has not had any
- --------------------------------------------------------------------------------
significant retirements of track infrastructure which it considers to be
- --------------------------------------------------------------------------------
abnormal and not in the normal course of business.
- --------------------------------------------------
The conclusions and ongoing evaluations of our estimated useful lives may result
- --------------------------------------------------------------------------------
in future material changes in the Company's maintenance and capital spending, as
- --------------------------------------------------------------------------------
well as revisions to the useful lives of property and equipment which may affect
- --------------------------------------------------------------------------------
depreciation rates and expenses.
- --------------------------------
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
circumstances 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 determining whether the carrying amounts of
the assets are recoverable. If impairment exists it is measured by comparing the
carrying value to the fair value. No impairments were recognized in the three
---------------------------------------------
years presented.
- ----------------
* * * *
The Company will make the following additional disclosure in the Liquidity and
Capital Resources section of its MD&A:
Liquidity and Capital Resources
* * * *
The Company's expenditures for track structure replacement net of grants for the
past three years were:
- ------------------------------------ -------------------------------------------
DECEMBER 31 NET EXPENDITURES FOR TRACK STRUCTURE
REPLACEMENTS
(IN THOUSANDS)
- ------------------------------------ -------------------------------------------
- ------------------------------------ -------------------------------------------
2006 $3,235
- ------------------------------------ -------------------------------------------
- ------------------------------------ -------------------------------------------
2007 $2,992
- ------------------------------------ -------------------------------------------
- ------------------------------------ -------------------------------------------
2008 $2,411
- ------------------------------------ -------------------------------------------
The Company expects that on average it will continue to spend between $2,000,000
and $3,000,000 per year for capitalized track structure adjusted annually for
inflation.
NOTES TO FINANCIAL STATEMENTS
1. Description of Business and Summary of Significant Accounting Policies
- -------------------------------------------------------------------------
* * * *
Property and Equipment
- ----------------------
Property and equipment, including land held for development, is stated at
historical cost (including self-construction costs). Acquired railroad property
is recorded at purchased cost. Self-construction costs for track structure
---------------------------------------------
include material costs for ties, rail, other track materials and ballast; the
- --------------------------------------------------------------------------------
cost of direct and supervisory labor, including railroad retirement taxes and
- --------------------------------------------------------------------------------
employee benefits; costs for track machinery and equipment (including
- --------------------------------------------------------------------------------
depreciation) and various other overhead costs. Major renewals or betterments
- -------------------------------------------------
are capitalized while routine maintenance and repairs, which do not improve or
extend assets lives are charged to expense when incurred.
Gains or losses on sales or dispositions are credited or charged to income.
Properties and equipment are carried at cost and are depreciated over their
- --------------------------------------------------------------------------------
useful lives. Items included in track structures with similar physical
- --------------------------------------------------------------------------------
characteristics, use, year of installation and expected life are grouped into
- --------------------------------------------------------------------------------
separate asset classes and depreciated by the estimated useful life of the asset
- --------------------------------------------------------------------------------
class group. Depreciation is provided using the straight-line method over the
- ------------
estimated useful lives of assets as follows:
Track structure:
Ties 40 years
------------------------------------------------------
Rail and other track material 67 years
------------------------------------------------------
Ballast 67 years
------------------------------------------------------
Bridges & Trestles 67 years
-------------------------------------------------------
Other 33 years
-------------------------------------------------------
Buildings and other structures 33 to 45 years
Equipment, including rolling stock 4 to 25 years
Retirements of track structure are recorded by removing the historical cost and
- --------------------------------------------------------------------------------
related accumulated depreciation of the equivalent amount of its oldest track
- --------------------------------------------------------------------------------
structures in the related asset class group. Gains or losses on sales or other
- --------------------------------------------------------------------------------
dispositions are credited or charged to income.
- -----------------------------------------------
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
circumstances 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 determining whether the carrying amounts of
the assets are recoverable. If impairment exists it is measured by comparing the
carrying value to the fair value. No impairments were recognized in the three
years presented.
* * * *
Use of Estimates
- ----------------
The preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results may differ from those
estimates. Historical cost of track structure assets retired is determined using
---------------------------------------------------------------------
the assumption that the oldest components of track structure have been replaced
- --------------------------------------------------------------------------------
by the new components added each year.
- --------------------------------------
Liabilities for casualty claims, legal judgments and other loss contingencies
are recorded when it is probable that an asset has been impaired or a liability
has been incurred and the amount of the loss can be reasonably estimated. The
Company does not accrue estimated legal fees for appeals of legal judgments
since we do not believe that such costs meet the definition of a liability and
thus are accruable only at such time as legal services have been provided.
* * * *
The Company respectfully requests that the matters identified in the Comment
Letter as requiring enhancement to the Company's existing disclosures as
outlined above be addressed in future filings beginning with the report on Form
10-K for the period ending December 31, 2009.
3. Please tell us and disclose how you accounted for the sale-leaseback of the
72 gondolas with GATX, including whether any gain or loss was recognized, how
any amount was determined, and the timing of the recognition of any amount.
3. Response.
In connection with the Exclusive Railcar Supply Agreement with GATX Corporation,
the Company agreed to exchange 72 gondolas which it owned for 137 open top coal
hoppers owned by GATX which were being leased by the Company pursuant to
cancelable operating leases. The Company simultaneously entered into a lease
agreement for the 72 gondolas. The net book value of the 72 gondolas exchanged
was approximately $1,400,000 and their estimated fair value and the fair value
of the assets acquired was approximately $1,650,000.
The Company considered the relevant accounting literature related to
sale-leaseback (SFAS 13, Accounting for Leases) as well as the related guidance
and the prevailing guidance for nonmonetary exchanges, FASB Statement 153,
Exchange of Nonmonetary Assets (an amendment of APB Opinion No. 29). Based on
the foregoing pronouncements and since the fair value of the assets transferred
did not differ significantly from the fair value of the assets acquired, the
Company determined not to record the deferred gain on the sale-leaseback of
approximately $250,000 in 2008 and amortize that gain into income over the
seven-year term of the lease. Had it so recorded the gain, the impact of this
transaction on the Company's balance sheet would have been to increase property
and equipment by $250,000 and to record a deferred gain in the same amount. The
net impact on its income statement in 2008 and in each of the succeeding six
years would have been to increase income before income taxes by $26,000. Since
the value of the assets transferred did not significantly differ from the
carrying value of such assets and since the impact of failure to record the gain
was immaterial in terms of the Company's balance sheet and income statement, the
Company accounted for the exchange at net book value. The Company also assessed
whether the sale-leaseback transaction should be accorded capital lease
treatment and concluded that none of the applicable tests, including the fair
value test, warranted capitalization.
Part II, page 1
- ---------------
Item 9A.(T). Controls and Procedures, page 27
- ---------------------------------------------
4. We note that you did not include a statement explaining the absence of an
attestation report of the company's registered public accounting firm. In future
filings, please include such a statement pursuant to Item 308T(a)(4) of
Regulation S-K.
4. Response.
The Company is a non-accelerated filer and therefore, under temporary rules
currently in effect, is not required to provide an attestation from its
registered public accounting firm. In our next 10-K filing we will include the
following statements:
"This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to
attestation by the Company's independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management's report in this annual
report."
Part IV, page 1
Exhibits Index, page 1
5. Please file or incorporate by reference the Common Stock Purchase Agreement
and the Exclusive Railcar Supply Agreement with GATX Corporation with your next
periodic report.
5. Response.
The Common Stock Purchase Agreement, the Exclusive Railcar Supply Agreement and
the Registration Rights Agreement by and between the Company and GATX were
previously filed as Exhibits (10.1), (10.2) and (10.3) with our Report on Form
10-Q for the quarterly period ended March 31, 2008 which was the period in which
the GATX transaction took place.
Exhibits 31.1 and 31.2
- ----------------------
6. We note that you have inappropriately modified the content of your
certifications. Please amend your filing to provide the exact form of
certification required by Item 601(b)(31) of Regulation S-K.
6. Response.
Amendments to the Company's 10-K for the period ending December 31, 2008 and its
10-Q's for the periods ending March 31, June 30 and September 30, 2009
reflecting revised certifications are attached hereto as Exhibits 1, 2, 3 and 4.
Each amendment will be filed on or before December 18, 2009.
Note 5. Other Income, page 8
- ----------------------------
7. Please tell us and disclose the circumstances resulting in the receipt of the
$950,000 settlement of "certain legal proceedings and the granting of permanent
easement."
7. Response.
7. Mobil Pipe Line Company ("MPLC") operates a pipeline carrying petroleum
products from East Providence, Rhode Island to Springfield, Massachusetts (the
"Pipeline") which crosses the Company's right-of-way in Oxford, Massachusetts
for a distance of one hundred and twenty-feet (120') (the "Pipeline Location")
to which MPLC held leasehold rights through April 30, 2007. Immediately prior to
expiration of the lease, MPLC filed an action with the Energy Facilities Siting
Board (the "EFSB"), a Massachusetts regulatory body, seeking authority to
acquire by eminent domain a permanent easement over the Pipeline Location in
order to avoid interruption of its use of the Pipeline. Upon expiration of the
lease, the Company brought suit to evict MPLC from the Pipeline Location and
MPLC obtained a stay of that litigation on the basis of the pending EFSB action.
The Supreme Judicial Court of Massachusetts concluded that EFSB had no
jurisdiction in the matter and the EFSB subsequently dismissed the proceeding
brought by MPLC. MPLC and the Company then entered into negotiations. In June
2009, MPLC paid the Company $950,000 in consideration (a) of the Company's grant
to MPLC of a permanent easement for the Pipeline Location, and (b) execution of
a Settlement Agreement covering all pending litigation between the Company and
MPLC, including joint stipulations of dismissal and mutual releases.
The Company proposes to make the following additional disclosure in Note 5,
Other Income, in its future periodic reports:
In June 2009 the Company received $950,000 for the settlement of certain
legal proceedings that arose following the expiration of leasehold rights
of an unrelated third party to a pipeline location located on the Company's
right-of-way, and the Company's grant of a permanent easement for such
pipeline location.
* * * * * * * * * * * * * * * *
Please do not hesitate to contact me if you need additional information
regarding any of these matters.
Very truly yours,
/s/ Robert J. Easton
Robert J. Easton
Treasurer and Chief Financial Officer
EXHIBIT 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A
(Amendment No. 1)
(Annual Report Under Section 13 of the Securities Exchange Act of 1934)
For the fiscal year ended December 31, 2008
Commission File No. 0-16704
PROVIDENCE AND WORCESTER RAILROAD COMPANY
-------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Rhode Island 05-0344399
------------- ----------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
75 HAMMOND STREET, WORCESTER, MA 01610
--------------------------------------
(Address of Principal Executive Offices)
(508) 755-4000
--------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.50 per share
---------------------------------------
(Title of Class)
--------------------------------------------------
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 requirements for the past 90 days. Yes |X| No |_|
Indicate by checkmark 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 statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |X| Smaller reporting company |_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
As of June 30, 2008, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $52,329,402. (For this purpose, all
directors of the Registrant are considered affiliates.)
As of March 6, 2009, the Registrant had 4,803,900 shares of Common Stock
outstanding.
================================================================================
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A ("Amendment No. 1") amends the Annual Report
on Form 10-K of Providence and Worcester Railroad Company (the "Company") for
the fiscal year ended December 31, 2008, filed with the Securities and Exchange
Commission ("SEC") on March 25, 2009 (the "Original 10-K"). This Amendment No. 1
is being filed for the sole purpose of correcting the certifications required by
Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (the "302
Certifications"),certain provisions of which were inadvertently omitted when the
Original 10-K was filed. The amended 302 Certifications are being filed in their
entirety as Exhibits 31.1 and 31.2 to this Amendment No. 1.
Except as described above, this Amendment No. 1 does not amend any other
information set forth in the Original 10-K and the Company has not updated
disclosures included therein to reflect any events that occurred subsequent to
the date of the Original 10-K. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original 10-K and the Company's filings made with the
SEC subsequent to the filing of the Original 10-K. The filing of this Amendment
No. 1 shall not be deemed an admission that the Original 10-K, when made,
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
- -----------
24 Power of Attorney (included on signature page of this report)
31.1 Certification of Robert J. Eder, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification of Robert J. Easton, Treasurer and Principal Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification of Robert J. Eder, Chief Executive Officer, pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
32.2 Certification of Robert J. Easton, Treasurer and Principal Financial
Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
- -----------------------
* Filed herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROVIDENCE AND WORCESTER
RAILROAD COMPANY
By:
----------------------------------------
Robert H. Eder
Chief Executive Officer
DATED:
Each person whose signature appears below constitutes and appoints each of
Robert H. Eder or Robert J. Easton, or either of them, each acting alone, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities in connection with the annual report on
Form 10-K of Providence and Worcester Railroad Company. for the year ended
December 31, 2008, to sign any and all amendments to the Form 10-K, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
- --------------------------------------------
Robert H. Eder
Chief Executive Officer and Chairman
(Principal Executive Officer)
- --------------------------------------------
P. Scott Conti
President and Director (Principal Operating
Officer)
- --------------------------------------------
Robert J. Easton, Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
- --------------------------------------------
Richard W. Anderson, Director
- --------------------------------------------
Frank W. Barrett, Director
- --------------------------------------------
J. Joseph Garrahy, Director
- --------------------------------------------
John J. Healy, Director
- --------------------------------------------
James C. Garvey, Director
- --------------------------------------------
Charles M. McCollam, Director
- --------------------------------------------
Craig M. Scott, Director
- --------------------------------------------
Paul F. Titterton, Director
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 annual report on Form 10-K 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 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(s) 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. 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
d. 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
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: ______________, 2009
By:
------------------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
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 annual report on Form 10-K 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 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(s) 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. 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
d. 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
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: _______________, 2009
By:
------------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION
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 Annual Report of Providence and Worcester Railroad
Company (the "Company") on Form 10-K for the year ending December 31, 2008, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Robert H. Eder, Chief Executive Officer of the Company, hereby
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this ___ day of _________, 2009.
By:
-----------------------------------------
Robert H. Eder
Chairman of the Board
and Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION
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 Annual Report of Providence and Worcester Railroad
Company (the "Company") on Form 10-K for the year ending December 31, 2008, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Robert J. Easton, Chief Financial Officer of the Company, hereby
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this ____ day of ____________, 2009.
By:
------------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
EXHIBIT 2
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q/A
(Amendment No. 1)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1937
For the transition period from ______________ to ____________
Commission File No. 0-16704
PROVIDENCE AND WORCESTER RAILROAD COMPANY
------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Rhode Island 05-0344399
-------------- ----------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
75 HAMMOND STREET, WORCESTER, MA 01610
---------------------------------------
(Address of Principal Executive Offices)
(508) 755-4000
------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.50 per share
---------------------------------------
(Title of Class)
--------------------------------------
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 has submitted electronically
and posted on its corporate website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post files). Yes |_| No |_|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |X| Smaller reporting company |_|
Indicate by check mark whether the registrant is a shell company (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 May 1, 2009:
Common Stock -- Par Value $0.50 4,805,732 shares
---------------------------------- ----------------------
(class) (outstanding)
================================================================================
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A ("Amendment No. 1") amends the Quarterly
Report on Form 10-Q of Providence and Worcester Railroad Company (the "Company")
for the quarterly period ended March 31, 2009, filed with the Securities and
Exchange Commission ("SEC") on May 15, 2009 (the "Original 10-Q"). This
Amendment No. 1 is being filed for the sole purpose of correcting the
certifications required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the
"302 Certifications"), certain provisions of which were inadvertently omitted
when the Original 10-Q was filed. The amended 302 Certifications are being filed
in their entirety as Exhibits 31.1 and 31.2 to this Amendment No. 1.
Except as described above, this Amendment No. 1 does not amend any other
information set forth in the Original 10-Q and the Company has not updated
disclosures included therein to reflect any events that occurred subsequent to
the date of the Original 10-Q. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original 10-Q and the Company's filings made with the
SEC subsequent to the filing of the Original 10-Q. The filing of this Amendment
No. 1 shall not be deemed an admission that the Original 10-Q, when made,
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.
PART II. Other Information
ITEM 6. EXHIBITS
Exhibit
----------
24 Power of Attorney (included on signature page of this report)
31.1 Certification of Robert J. Eder, Chief Executive Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification of Robert J. Easton, Treasurer and Principal
Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002*
32.1 Certification of Robert J. Eder, Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002*
32.2 Certification of Robert J. Easton, Treasurer and Principal
Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
* Filed herewith
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:
-------------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
By:
--------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
DATED: ___________________, 2009
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 ofProvidence 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 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(s) 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. 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
d. 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
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: ________________, 2009
By:
----------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
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 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(s) 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. 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
d. 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
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: _____________, 2009
By:
-------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION
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 period ending March 31,
2009, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Robert H. Eder, Chief Executive Officer of the Company,
hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this ___ day of _________, 2009.
By:
----------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION
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 period ending March 31,
2009, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Robert J. Easton, Chief Financial Officer of the Company,
hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this ____ day of ____________, 2009.
By:
--------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
EXHIBIT 3
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q/A
(Amendment No. 1)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2009
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 193
For the transition period from ______________ to ___________
Commission File No. 0-16704
PROVIDENCE AND WORCESTER RAILROAD COMPANY
------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Rhode Island 05-0344399
-------------- ----------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
75 HAMMOND STREET, WORCESTER, MA 01610
---------------------------------------------
(Address of Principal Executive Offices)
(508) 755-4000
------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.50 per share
---------------------------------------
(Title of Class)
-------------------------------------------
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 has submitted electronically
and posted on its corporate website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post files). Yes |_| No |_|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |X| Smaller reporting company |_|
Indicate by check mark whether the registrant is a shell company (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 August 13, 2009:
Common Stock -- Par Value $0.50 4,807,702 shares
- --------------------------------------------- -------------------------------
(class) (outstanding)
================================================================================
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A ("Amendment No. 1") amends the
Quarterly Report on Form 10-Q of Providence and Worcester Railroad Company (the
"Company") for the quarterly period ended June 30, 2009, filed with the
Securities and Exchange Commission ("SEC") on August 13, 2009 (the "Original
10-Q"). This Amendment No. 1 is being filed for the sole purpose of correcting
the certifications required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(the "302 Certifications"), certain provisions of which were inadvertently
omitted when the Original 10-Q was filed. The amended 302 Certifications are
being filed in their entirety as Exhibits 31.1 and 31.2 to this Amendment No. 1.
Except as described above, this Amendment No. 1 does not amend any other
information set forth in the Original 10-Q and the Company has not updated
disclosures included therein to reflect any events that occurred subsequent to
the date of the Original 10-Q. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original 10-Q and the Company's filings made with the
SEC subsequent to the filing of the Original 10-Q. The filing of this Amendment
No. 1 shall not be deemed an admission that the Original 10-Q, when made,
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.
PART II. Other Information
ITEM 6. EXHIBITS
Exhibit
- ------------
24 Power of Attorney (included on signature page of this report)
31.1 Certification of Robert J. Eder, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification of Robert J. Easton, Treasurer and Principal Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification of Robert J. Eder, Chief Executive Officer, pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
32.2 Certification of Robert J. Easton, Treasurer and Principal Financial
Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
* Filed herewith
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
----------------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
By
----------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
DATED: ___________________, 2009
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 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(s) 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. 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
d. 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
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: _______________, 2009
By
----------------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
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 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(s) 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. 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
d. 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
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: ______________, 2009
By:
----------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION
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 period ending June 30,
2009, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Robert H. Eder, Chief Executive Officer of the Company,
hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this ___ day of _________, 2009.
By
----------------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION
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 period ending June 30,
2009, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Robert J. Easton, Chief Financial Officer of the Company,
hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this ____ day of ____________, 2009.
By
----------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
EXHIBIT 4
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q/A
(Amendment No. 1)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2009
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1937 For the transition period from _________ to _________
Commission File No. 0-16704
PROVIDENCE AND WORCESTER RAILROAD COMPANY
-------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Rhode Island 05-0344399
-------------- ----------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
75 HAMMOND STREET, WORCESTER, MA 01610
-------------------------------------------
(Address of Principal Executive Offices)
(508) 755-4000
----------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.50 per share
----------------------------------------
(Title of Class)
-------------------------------------------
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 has submitted electronically
and posted on its corporate website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post files). Yes |_| No |_|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |X| Smaller reporting company |_|
Indicate by check mark whether the registrant is a shell company (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 November 13, 2009:
Common Stock -- Par Value $0.50 4,810,210 shares
-------------------------------------- ----------------------------------
(class) (outstanding)
================================================================================
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A ("Amendment No. 1") amends the Quarterly
Report on Form 10-Q of Providence and Worcester Railroad Company (the "Company")
for the quarterly period ended September 30, 2009, filed with the Securities and
Exchange Commission ("SEC") on November 12, 2009 (the "Original 10-Q"). This
Amendment No. 1 is being filed for the sole purpose of correcting the
certifications required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the
"302 Certifications"), certain provisions of which were inadvertently omitted
when the Original 10-Q was filed. The amended 302 Certifications are being filed
in their entirety as Exhibits 31.1 and 31.2 to this Amendment No. 1.
Except as described above, this Amendment No. 1 does not amend any other
information set forth in the Original 10-Q and the Company has not updated
disclosures included therein to reflect any events that occurred subsequent to
the date of the Original 10-Q. Accordingly, this Amendment No. 1 should be read
in conjunction with the Original 10-Q and the Company's filings made with the
SEC subsequent to the filing of the Original 10-Q. The filing of this Amendment
No. 1 shall not be deemed an admission that the Original 10-Q, when made,
included any untrue statement of a material fact or omitted to state a material
fact necessary to make a statement not misleading.
PART II. Other Information
ITEM 6. EXHIBITS
Exhibit
- ------------
24 Power of Attorney (included on signature page of this report)
31.1 Certification of Robert J. Eder, Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification of Robert J. Easton, Treasurer and Principal Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification of Robert J. Eder, Chief Executive Officer, pursuant to
18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002*
32.2 Certification of Robert J. Easton, Treasurer and Principal Financial
Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
* Filed herewith
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:
-------------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
By:
-------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
DATED: ___________________, 2009
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 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(s) 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. 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
d. 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
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: ____________, 2009
By:
-------------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
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 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(s) 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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. Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c. 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
d. 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(s) 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 the registrant's board of
directors (or persons performing the equivalent functions):
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: _____________, 2009
By:
-------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION
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 period ending September
30, 2009, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Robert H. Eder, Chief Executive Officer of the
Company, hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this ___ day of _________, 2009.
By:
-------------------------------------
Robert H. Eder
Chairman of the Board and
Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION
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 period ending September
30, 2009, as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Robert J. Easton, Chief Financial Officer of the
Company, hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(b) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated this ____ day of ____________, 2009.
By:
-------------------------------------
Robert J. Easton
Treasurer and Chief Financial Officer