UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended September 30, 2000
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-16704
PROVIDENCE AND WORCESTER RAILROAD COMPANY
-----------------------------------------
(Exact name of registrant as specified in its charter)
------------------------------------------------------
Rhode Island 05-0344399
----------------------------- --------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
75 Hammond Street, Worcester, Massachusetts 01610
----------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 755-4000
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of October 31, 2000, the registrant has 4,348,258 shares of common stock, par
value $.50 per share, outstanding.
<PAGE>
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Index
Part I - Financial Information
Item 1 - Financial Statements:
Balance Sheets - September 30, 2000 and December
31, 1999 ...................................................... 3
Statements of Income - Three and
Nine Months Ended September 30, 2000
and 1999 ...................................................... 4
Statements of Cash Flows - Nine
months Ended September 30, 2000 and 1999 ...................... 5
Notes to Financial Statements ................................. 6-7
Item 2 -Management's Discussion and Analysis of Financial Condition and
Results of Operations ......................................... 8-11
Item 3 -Quantitative and Qualitative Disclosures About Market Risk... 11
Part II - Other Information:
Item 6 - Exhibits and Reports on Form 8-K .......................... 12
Signatures ............................................................... 13
2
<PAGE>
Item 1. Financial Statements
-----------------------------
PROVIDENCE AND WORCESTER RAILROAD COMPANY
BALANCE SHEETS
(Dollars in Thousands Except Per Share Amounts)
<TABLE>
ASSETS
September 30,December 31,
2000 1999
(Unaudited)
------- -------
<S> <C> <C>
Current Assets:
Cash and equivalents ................................ $ 5,462 $ 4,626
Accounts receivable, net of allowance for
doubtful accounts of $125 in 2000 and 1999 ......... 3,933 3,251
Materials and supplies .............................. 1,630 2,107
Prepaid expenses and other .......................... 207 181
Deferred income taxes ............................... 89 58
------- -------
Total Current Assets ............................... 11,321 10,223
Property and Equipment, net .......................... 64,867 64,156
Land Held for Development ............................ 11,851 11,851
Goodwill, net ........................................ 70 141
------- -------
Total Assets ......................................... $88,109 $86,371
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable .................................... $ 2,210 $ 2,347
Accrued expenses .................................... 728 650
Income taxes payable ................................ 359 --
------- -------
Total Current Liabilities .......................... 3,297 2,997
------- -------
Profit-Sharing Plan Contribution ..................... 268 400
------- -------
Deferred Grant Income ................................ 7,842 7,421
------- -------
Deferred Income Taxes ................................ 8,551 8,870
------- -------
Commitments and Contingent Liabilities................
Shareholders' Equity:
Preferred stock, 10% noncumulative, $50 par
value; authorized, issued and outstanding
645 shares in 2000 and 647 shares in 1999 .......... 32 32
Common stock, $.50 par value; authorized
15,000,000 shares; issued and outstanding
4,348,183 shares in 2000 and 4,281,280
shares in 1999 ..................................... 2,174 2,141
Additional paid-in capital .......................... 28,942 28,519
Retained earnings ................................... 37,003 35,991
------- -------
Total Shareholders' Equity ......................... 68,151 66,683
------- -------
Total Liabilities and Shareholders' Equity ........... $88,109 $86,371
======= =======
</TABLE>
The accompanying notes are an integral part of the
financial statements.
3
<PAGE>
PROVIDENCE AND WORCESTER RAILROAD COMPANY
STATEMENTS OF INCOME (Unaudited)
(Dollars in Thousands Except Per Share Amounts)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Operating Revenues - Freight
and Non-Freight ................... $ 6,138 $ 5,961 $17,445 $16,394
------- ------- ------- -------
Operating Expenses:
Maintenance of way and
structures ....................... 910 1,116 2,924 2,640
Maintenance of equipment .......... 551 532 1,708 1,632
Transportation .................... 1,547 1,549 4,654 4,238
General and administrative ........ 1,028 1,206 3,053 3,099
Depreciation ...................... 637 618 1,903 1,782
Taxes, other than income
taxes ............................ 643 573 1,911 1,772
Car hire, net ..................... 241 161 612 423
------- ------- ------- -------
Total Operating Expenses ......... 5,557 5,755 16,765 15,586
------- ------- ------- -------
Income from Operations ............. 581 206 680 808
Other Income ....................... 246 2,417 1,744 2,839
------- ------- ------- -------
Income before Income Taxes ......... 827 2,623 2,424 3,647
Provision for Income Taxes ......... 325 935 890 1,310
------- ------- ------- -------
Net Income ......................... 502 1,688 1,534 2,337
Preferred Stock Dividends .......... -- -- 3 3
------- ------- ------- -------
Net Income Available to Common
Shareholders ...................... $ 502 $ 1,688 $ 1,531 $ 2,334
======= ======= ======= =======
Basic Income Per Common Share ...... $ .12 $ .39 $ .35 $ .55
======= ======= ======= =======
Diluted Income Per Common
Share ............................. $ .11 $ .39 $ .35 $ .54
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of the
financial statements.
4
<PAGE>
PROVIDENCE AND WORCESTER RAILROAD COMPANY
STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
<TABLE>
Nine Months Ended September 30,
2000 1999
------- -------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income ........................................... $ 1,534 $ 2,337
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization ....................... 1,974 1,850
Amortization of deferred grant income ............... (131) (124)
Profit-sharing plan contribution to be
funded with common stock ........................... 260 360
Gain from sales of properties and
easements, net ..................................... (1,194) (2,333)
Deferred income tax (benefit) expense ............... (350) 30
Increase (decrease) in cash from:
Accounts receivable ................................ (651) (945)
Materials and supplies ............................. 477 (381)
Prepaid expenses and other ......................... (26) 439
Accounts payable and accrued expenses .............. 565 113
------- -------
Net cash flows provided by operating
activities .......................................... 2,458 1,346
------- -------
Cash Flows from Investing Activities:
Purchase of property and equipment ................... (2,896) (6,056)
Proceeds from sales of properties and
easements ........................................... 1,221 2,347
Proceeds from deferred grant income .................. 513 518
------- -------
Net cash flows used by investing activities .......... (1,162) (3,191)
------- -------
Cash Flows from Financing Activities:
Dividends paid ....................................... (522) (471)
Issuance of common shares for stock options
exercised and employee stock purchases .............. 62 94
------- -------
Net cash flows used by financing activities .......... (460) (377)
------- -------
Increase (Decrease) in Cash and Equivalents .......... 836 (2,222)
Cash and Equivalents, Beginning of Period ............ 4,626 7,294
------- -------
Cash and Equivalents, End of Period .................. $ 5,462 $ 5,072
------- -------
Supplemental Disclosures:
Cash paid during the period for income taxes ......... $ 888 $ 660
======= =======
</TABLE>
Non-cash transactions are described in Note 2.
The accompanying notes are an integral part of the
financial statements.
5
<PAGE>
PROVIDENCE AND WORCESTER RAILROAD COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Dollars in Thousands Except Per Share Amounts)
1. In the opinion of management, the accompanying interim financial statements
contain all adjustments (consisting solely of normal recurring adjustments)
necessary to present fairly the financial position as of September 30, 2000
and the results of operations and cash flows for the interim periods ended
September 30, 2000 and 1999. Results for interim periods may not
necessarily be indicative of the results to be expected for the year. These
interim financial statements should be read in conjunction with the
Company's 1999 Annual Report on Form 10-K for the year ended December 31,
1999 filed with the Securities and Exchange Commission.
2. Changes in Shareholders' Equity:
<TABLE>
Total
Additional Share
Preferred Common Paid-in Retained holders'
Stock Stock Capital Earnings Equity
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31,1999. $ 32 $ 2,141 $28,519 $35,991 $66,683
Issuance of 10,485
common shares for stock
options exercised,
employee stock
purchases, conversion
of 2 preferred shares
and other ............. 5 60 65
Issuance of 56,418
common shares to
fund the Company's
1999 profit sharing
plan contribution ...... 28 363 391
Dividends:
Preferred stock,
$5.00 per share ........ (3) (3)
Common stock, $.12
per share .............. (519) (519)
Net income for the
period ................. 1,534 1,534
------- ------- ------- ------- -------
Balance
September30, 2000 ..... $ 32 $ 2,174 $28,942 $37,003 $68,151
======= ======= ======= ======= =======
</TABLE>
During the nine months ended September 30, 1999 the Company issued 31,095
shares of its common stock with an aggregate fair market value of $385 to
fund its 1998 profit sharing plan contribution and issued 7,500 shares of
its common stock with an aggregate fair market value of $82 in connection
with the April 1998 acquisition of Connecticut Central Railroad Company.
3. Other Income:
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Gain from sales of
properties, equipment
and easements, net ....... $ 75 $2,263 $1,194 $2,333
Rentals ................... 88 99 332 350
Interest .................. 83 55 218 156
------ ------ ------ ------
$ 246 $2,417 $1,744 $2,839
====== ====== ====== ======
</TABLE>
6
<PAGE>
Gain from sales of properties and easements for 2000 includes $1,092
received from the sale of permanent easements and for 1999 includes $2,107
received from the sale of fiber optics cable licenses.
4. Income Per Share:
Basic income per common share is computed using the weighted average number
of common shares outstanding during each period. Diluted income per common
share reflects the effect of the Company's outstanding convertible
preferred stock, options and warrants except where such items would be
antidilutive.
A reconciliation of weighted average shares used for the basic computation
and that used for the diluted computation is as follows:
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average shares-
basic .................. 4,344,819 4,274,679 4,314,765 4,254,033
Dilutive effect of
convertible preferred
stock, options and
warrants ............... 67,607 75,679 67,559 75,477
--------- --------- --------- ---------
Weighted average shares-
diluted ................ 4,412,426 4,350,358 4,382,234 4,329,510
========= ========= ========= =========
</TABLE>
Options and warrants to purchase 201,273 shares and 205,075 shares of
common stock were outstanding for the three and nine month periods ended
September 30, 2000, respectively, and options and warrants to purchase
190,554 shares of common stock were outstanding for each of the three and
nine month periods ended September 30, 1999 but were not included in the
computation of diluted earnings per share because their effect would be
antidilutive.
5. Commitments and Contingent Liabilities:
The Company is a defendant in certain lawsuits relating to casualty losses,
many of which are covered by insurance subject to a deductible. The Company
believes that adequate provision has been made in the financial statements
for any expected liabilities which may result from disposition of such
lawsuits.
While it is possible that some of the foregoing matters may be settled at a
cost greater than that provided for, it is the opinion of management based
upon the advice of counsel that the ultimate liability, if any, will not be
material to the Company's financial statements.
6. Dividends:
On October 25, 2000, the Company declared a dividend of $.04 per share on
its outstanding common stock payable November 23, 2000 to shareholders of
record November 9, 2000.
7
<PAGE>
PROVIDENCE AND WORCESTER RAILROAD COMPANY
ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF
----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The statements contained in Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MDA") which are not historical are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements represent the Company's present
expectations or beliefs concerning future events. The Company cautions, however,
that actual results could differ materially from those indicated in MDA.
Results of Operations
---------------------
The following table sets forth the Company's operating revenues by category in
dollars and as a percentage of operating revenues:
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- -----------------------------
2000 1999 2000 1999
------------- ------------- -------------- --------------
(In thousands, except percentages)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Freight Revenues:
Conventional
carloads ...... $4,950 80.6% $4,939 82.9% $14,144 81.1% $13,499 82.3%
Containers ..... 852 13.9 706 11.8 2,231 12.8 1,752 10.7
Non-Freight
Operating
Revenues:
Transportation
services ...... 247 4.0 133 2.2 755 4.3 371 2.3
Other .......... 89 1.5 183 3.1 315 1.8 772 4.7
------ ------ ------ ------ ------- ------ ------- -----
Total ........ $6,138 100.0% $5,961 100.0% $17,445 100.0% $16,394 100.0%
====== ====== ====== ====== ======= ====== ======= ======
</TABLE>
The following table sets forth a comparison of the Company's operating expenses
expressed in dollars and as a percentage of operating revenues:
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- -----------------------------
2000 1999 2000 1999
------------- ------------- -------------- --------------
(In thousands, except percentages)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Salaries, wages,
payroll taxes and
employee benefits $3,177 51.8% $3,296 55.3% $ 9,552 54.8 $ 9,315 56.8%
Casualties and
insurance .......... 150 2.5 259 4.3 541 3.1 589 3.6
Depreciation and
amortization ....... 660 10.8 644 10.8 1,974 11.3 1,850 11.3
Diesel fuel ......... 321 5.2 228 3.8 912 5.2 535 3.2
Car hire, net ....... 241 3.9 161 2.7 612 3.5 423 2.6
Purchased
services,
including legal
and professional
fees ............... 467 7.6 703 11.8 1,100 6.3 1,739 10.6
Repair and
maintenance of
equipment .......... 253 4.1 263 4.4 810 4.7 795 4.8
Track and signal
materials .......... 522 8.5 550 9.2 1,758 10.1 1,423 8.7
Other materials
and supplies ....... 193 3.1 320 5.4 686 3.9 884 5.4
Other ............... 389 6.3 344 5.8 1,172 6.7 1,093 6.7
------ ------ ------ ------ ------- ------ ------- ------
Total ............... 6,373 103.8 6,768 113.5 19,117 109.6 18,646 113.7
Less capitalized
and recovered
costs .............. 816 13.3 1,013 17.0 2,352 13.5 3,060 18.6
------ ------ ------ ------ ------- ------ ------- ------
Total ........... $ 5,557 90.5% $5,755 96.5% $16,765 96.1% $15,586 95.1%
====== ====== ====== ====== ======= ====== ======= ======
</TABLE>
8
<PAGE>
Nine Months Ended September 30, 2000 Compared to Nine Months
Ended September 30, 1999
Operating Revenues:
Operating revenues increased $1.0 million, or 6.4%, to $17.4 million in the nine
months ended September 30, 2000 from $16.4 million in 1999. This increase is the
net result of a $645,000 (4.7%) increase in conventional freight revenues and a
$479,000 (27.3%) increase in net container freight revenues partially offset by
a $73,000 (6.4%) decrease in non-freight operating revenues.
The increase in conventional freight revenues is attributable to an increase in
traffic volume and to a 2.0% increase in the average revenue received per
conventional carloading. The Company's conventional freight carloadings
increased by 604, or 2.7%, to 22,902 in 2000 from 22,298 in 1999. The increase
in conventional carloadings results from new customers, as well as increased
rail traffic from certain existing customers. The increase in the average
revenue received per conventional carloading is primarily the result of some
moderate increases in freight rates.
The increase in net container freight revenue is primarily the result of an
increase in container traffic volume. Intermodal containers handled increased by
9,682, or 21.8%, to 54,028 in the nine months ended September 30, 2000 from
44,346 in 1999. The average revenue received per container increased by 4.5% due
to increases in certain railroad industry cost indices and to variations in the
mix of containers handled.
The decrease in non-freight operating revenues is the net result of decreases in
maintenance departmental billings partially offset by increases in demurrage and
other transportation related revenues. Such revenues can vary from period to
period depending upon customer needs. The increase in demurrage revenue is
related to the increase in net car hire expense incurred during the period.
Operating Expenses:
Operating expenses increased $1.2 million, or 7.6%, to $16.8 million in the nine
months ended September 30, 2000 from $15.6 million in 1999. Operating expenses
as a percentage of operating revenues ("operating ratio") increased to 96.1% in
2000 from 95.1% in 1999. The increase in operating expenses is attributable to a
number of factors, among the more significant of which are the following:
o Diesel fuel expense increased by $377,000, or 70.5%, to $912,000 in 2000
from $535,000 in 1999 due to sharply increased costs in effect for
petroleum products.
o Depreciation and amortization expense increased by $123,000, or 6.6%, to
$2.0 million in 2000 from $1.9 million in 1999 due to recent property and
equipment additions and amortization of goodwill.
o Costs capitalized or recovered through projects funded by public grants and
contracts decreased by $708,000, or 23.1%, to $2.4 million in 2000 from
$3.1 million in 1999. The total costs recovered from such government grants
and contracts can vary significantly from period to period.
Most of the Company's operating expenses are of a relatively fixed nature and do
not increase or decrease proportionately with variations in operating revenues.
Other income decreased $1.1 million, or 38.6%, to $1.7 million in 2000 from $2.8
million in 1999. This decrease is primarily due to a decrease in income from the
9
<PAGE>
sale of fiber optics licenses and permanent easements. The amount of income
realized by the Company from the sale of properties and easements varies
significantly from period to period.
Three Months Ended September 30, 2000 Compared to Three Months
Ended September 30, 1999
Operating Revenues:
Operating revenues increased $177,000, or 3.0%, to $6.1 million in the third
quarter of 2000 from $6.0 million in 1999. This increase is the combined result
of an $11,000 (.2%) increase in conventional freight revenues, a $146,000
(20.7%) increase in net container freight revenues and a $20,000 (6.3%) increase
in non- freight operating revenues.
The small increase in conventional freight revenues is attributable to a 2.7%
increase in the average revenue received per conventional carloading partially
offset by a decrease in traffic volume. The Company's conventional freight
carloadings decreased by 223, or 2.5%, to 8,858 in the third quarter of 2000
from 9,081 in 1999. The decrease in conventional carloadings is the result of a
net decrease in carloadings for existing customers partially offset by traffic
from new customers. The increase in the average revenue received per
conventional carloading is the result of some moderate increases in freight
rates as well as a change in the mix of traffic toward higher margin
commodities. Shipments of scrap metal, a lower margin commodity, account for a
significant portion of the decrease in conventional traffic volume during the
quarter.
The increase in net container freight revenues for the quarter is the result of
an increase in container traffic volume and a 6.2% increase in the average
revenue received per container. Total intermodal containers handled increased by
2,427, or 13.6%, to 20,253 in the third quarter of 2000 from 17,826 in 1999. The
increase in revenue per container is attributable to increases in certain
railroad cost indices and to variations in the mix of containers handled.
The increase in non-freight operating revenues for the quarter is the result of
increased demurrage and other transportation related revenues partially offset
by decreases in maintenance departmental billings. Such revenues can vary from
period to period depending upon customer needs. The increase in demurrage
revenue is related to the increase in net car hire expense incurred during the
quarter.
Operating Expenses:
Operating expenses decreased $198,000, or 3.4%, to $5.6 million in the third
quarter of 2000 from $5.8 million in 1999. The operating ratio for the quarter
decreased to 90.5% in 2000 from 96.5% in 1999. This decrease is primarily
attributable to a decrease in employee profit sharing expense of $199,000 to
$92,000 in the third quarter of 2000 from $291,000 in 1999. This decrease is
directly related to the decrease in other income experienced during the quarter.
Increases in other categories of operating expenses were entirely offset by
decreases in the remaining operating expense categories.
Other Income:
Other income decreased $2.2 million to $246,000 in the third quarter of 2000
from $2.4 million in 1999. This decrease is primarily due to a decrease in
income from the sale of fiber optics licenses and permanent easements. Gains
from sales of properties and easements, including fiber optics licenses, varies
significantly from period to period.
10
<PAGE>
Liquidity and Capital Resources
-------------------------------
During the nine months ended September 30, 2000 the Company generated $2.5
million of cash from operations. Total cash and equivalents increased by
$836,000 during the nine month period. The principal utilization of cash during
the period was for the payment of dividends and for expenditures for property
and equipment, of which $1.8 million was for additions and improvements to the
Company's track structure and bridges.
In management's opinion cash generated from operations during the remainder of
2000 will be sufficient to enable the Company to meet its operating expense,
capital expenditure and dividend requirements.
Seasonality
-----------
Historically, the Company's operating revenues are lowest for the first quarter
due to the absence of construction aggregate shipments during a portion of this
period and to winter weather conditions.
Recent Accounting Pronouncements
--------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities", subsequently amended in June 1999 and
effective for fiscal years beginning after June 15, 2000. The new standard
requires that all companies record derivatives on the balance sheet as assets or
liabilities, measured at fair value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting. Management is
currently assessing the impact of SFAS No. 133 on the financial statements of
the Company. The Company will adopt this accounting standard on January 1, 2001,
as required.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in financial Statements." SAB No.
101 provides guidance on applying generally accepted accounting principles to
revenue recognition issues in financial statements. SAB 101 requires companies
to report any changes in revenue recognition as a cumulative effect from a
change in accounting principle at the time of adoption. The Company adopted SAB
No. 101 on October 1, 2000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------------------
Cash and Equivalents
As of September 30, 2000, the Company is exposed to market risks which primarily
include changes in U.S. interest rates.
The Company invests cash balances in excess of operating requirements in
short-term securities, generally with maturities of 90 days or less. In
addition, the Company's revolving line of credit agreement provides for
borrowings which bear interest at variable rates based on either prime rate or
one and one half percent over either the one or three month London Interbank
Offered Rates. The Company had no borrowings outstanding pursuant to the
revolving line of credit agreement at September 30, 2000. The Company believes
that the effect, if any, of reasonably possible near-term changes in interest
rates on the Company's financial position, results of operations, and cash flows
should not be material.
11
<PAGE>
PART II - Other Information
---------------------------
Item 6.Exhibits and Reports on Form 8-K
--------------------------------
(b)No reports on Form 8-K were filed during the quarter ended September
30, 2000.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PROVIDENCE AND WORCESTER
RAILROAD COMPANY
By: /s/ Orville R. Harrold
------------------------------
Orville R. Harrold, President
By: /s/ Robert J. Easton
-----------------------------
Robert J. Easton
Treasurer and Principal
Financial Officer
DATED: November 8, 2000
