WISCONSIN CENTRAL TRANSPORTATION CORP
10-Q, 1997-05-13
RAILROADS, LINE-HAUL OPERATING
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                          UNITED STATES SECURITIES AND
                               EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   -------------------------------------------


                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                 For the quarterly period ended March 31, 1997
                                                --------------

                         Commission File Number 0-19150
                                                -------



                        WISCONSIN CENTRAL TRANSPORTATION
                                  CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)



                    Delaware                          36-3541743
                    --------                          ----------
         (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)         Identification Number)



        6250 North River Road, Suite 9000
               Rosemont, Illinois                       60018                  
               ------------------                       -----
     (Address of principal executive offices)        (Zip Code)



           Registrant's telephone number,
                 including area code:               (847) 318-4600
                                                    --------------



     Indicate  by check X 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.

                X  YES                               NO
               ---                               ---


Indicate the number of shares outstanding of the
Issuer's common stock as of April 30, 1997:                   50,835,879 shares


================================================================================


<PAGE>



                  WISCONSIN CENTRAL TRANSPORTATION CORPORATION

                                    FORM 10-Q

                          Quarter Ended March 31, 1997




CONTENTS                                                                    PAGE
                                                                            ----
Part I -  Financial Information

     Item 1.   Financial Statements

               Consolidated Balance Sheets..............................       1

               Consolidated Statements of Income........................       3

               Consolidated Statements of Cash Flows....................       4

               Notes to Consolidated Financial Statements...............       5

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations............       8


Part II - Other Information

     Item 6.   Exhibits and Reports on Form 8-K.........................      10

Signatures..............................................................      11

Index to Exhibits.......................................................      12





<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


<TABLE>
<CAPTION>


                              WISCONSIN CENTRAL TRANSPORTATION CORPORATION AND SUBSIDIARIES

                                               Consolidated Balance Sheets

                                                     (in thousands)

                                                         Assets


                                                                                                March 31,          December 31,
                                                                                                  1997                 1996
                                                                                                ---------            ---------
                                                                                               (Unaudited)           (Audited)
<S>                                                                                             <C>                  <C>
Current assets:
    Cash and cash equivalents ............................................................      $   6,002            $   5,637
    Receivables, net of allowance for doubtful accounts of $2,323
       and $2,256 at March 31, 1997 and December 31, 1996 ................................         79,028               74,118
    Receivables from insurance companies .................................................          5,326                7,425
    Income taxes receivable ..............................................................          2,804                2,804
    Materials and supplies ...............................................................         21,504               17,530
    Deferred income taxes ................................................................          1,475                1,475
    Other current assets .................................................................          2,513                2,641
                                                                                                ---------            ---------
       Total current assets ..............................................................        118,652              111,630

Investment in affiliates .................................................................        126,101              114,652

Properties:
    Roadway and structures ...............................................................        524,994              438,101
    Equipment ............................................................................        102,666               90,683
                                                                                                ---------            ---------
       Total properties ..................................................................        627,660              528,784
    Less accumulated depreciation ........................................................        (67,924)             (63,791)
                                                                                                ---------            ---------
       Net properties ....................................................................        559,736              464,993
                                                                                                ---------            ---------

    Total assets .........................................................................      $ 804,489            $ 691,275
                                                                                                =========            =========


                               The accompanying notes to consolidated financial statements
                                   are an integral part of these financial statements.
</TABLE>

                                                          -1-

<PAGE>


<TABLE>
<CAPTION>

                              WISCONSIN CENTRAL TRANSPORTATION CORPORATION AND SUBSIDIARIES

                                               Consolidated Balance Sheets

                                          (in thousands, except share amounts)

                                          Liabilities and Stockholders' Equity


                                                                                                March 31,          December 31,
                                                                                                  1997                 1996
                                                                                                ---------            ---------
                                                                                               (Unaudited)           (Audited)
<S>                                                                                             <C>                  <C>
Current liabilities:
    Short-term debt ........................................................................    $     979            $     731
    Accounts payable .......................................................................       43,394               44,428
    Accrued expenses .......................................................................       85,499               74,442
    Accrued disputed switching charges and associated interest .............................       19,271               19,271
    Interest payable .......................................................................        1,312                  731
                                                                                                ---------            ---------
       Total current liabilities ...........................................................      150,455              139,603

Long-term debt .............................................................................      247,164              164,303

Other liabilities ..........................................................................        4,497                4,028

Deferred income taxes ......................................................................       78,057               73,244

Deferred income ............................................................................       10,671               10,951
                                                                                                ---------            ---------

       Total liabilities ...................................................................      490,844              392,129

Stockholders' equity:
    Preferred stock, par value $1.00; authorized 1,000,000
       shares; none issued or outstanding ..................................................          --                   --
    Common stock, par value $0.01; authorized 150,000,000 shares;
       issued and outstanding, 50,832,679 shares at March 31, 1997
       and 50,778,867 shares at December 31, 1996 ..........................................          508                  508
    Paid in capital ........................................................................      109,122              108,405
    Cumulative translation adjustment ......................................................       10,160               14,012
    Retained earnings ......................................................................      193,855              176,221
                                                                                                ---------            ---------
       Total stockholders' equity ..........................................................      313,645              299,146
                                                                                                ---------            ---------

       Total liabilities and stockholders' equity ..........................................    $ 804,489            $ 691,275
                                                                                                =========            =========


                               The accompanying notes to consolidated financial statements
                                   are an integral part of these financial statements.
</TABLE>

                                                          -2-

<PAGE>


<TABLE>
<CAPTION>

                              WISCONSIN CENTRAL TRANSPORTATION CORPORATION AND SUBSIDIARIES

                                            Consolidated Statements of Income

                                        (in thousands, except per share amounts)

                                                       (Unaudited)


                                                                                                    For the Quarter Ended
                                                                                                           March 31,
                                                                                                ------------------------------
                                                                                                  1997                 1996
                                                                                                ---------            ---------
<S>                                                                                             <C>                  <C>      
Operating revenues.........................................................................     $  80,261            $  65,365

Operating expenses:
     Roadway and structures................................................................        12,269                9,933
     Equipment    .........................................................................        19,141               18,452
     Transportation........................................................................        25,015               24,606
     General and administrative............................................................         8,751                7,622
                                                                                                ---------            ---------
         Operating expenses................................................................        65,176               60,613
                                                                                                ---------            ---------

Income from operations.....................................................................        15,085                4,752

Other income (expense):
     Interest expense......................................................................        (3,179)              (2,043)
     Other, net   .........................................................................           278                  592
                                                                                                ---------            ---------
         Total other income (expense), net.................................................        (2,901)              (1,451)
                                                                                                ---------            ---------

Income before income taxes and equity in net income of affiliates..........................        12,184                3,301

Provision for income taxes.................................................................         4,823                1,307
                                                                                                ---------            ---------

Income before equity in net income of affiliates...........................................         7,361                1,994

Equity in net income of affiliates.........................................................        10,273                6,072
                                                                                                ---------            ---------

Net income.................................................................................     $  17,634            $   8,066
                                                                                                =========            =========

Earnings per common share outstanding......................................................     $     .35            $     .16
                                                                                                =========            =========

Average common shares outstanding..........................................................        50,803               50,521
                                                                                                =========            =========


                               The accompanying notes to consolidated financial statements
                                   are an integral part of these financial statements.
</TABLE>

                                                          -3-

<PAGE>

<TABLE>
<CAPTION>


                              WISCONSIN CENTRAL TRANSPORTATION CORPORATION AND SUBSIDIARIES

                                          Consolidated Statements of Cash Flows

                                                     (in thousands)

                                                       (Unaudited)
                                                                                                    For the Quarter Ended
                                                                                                           March 31,
                                                                                                ------------------------------
                                                                                                  1997                 1996
                                                                                                ---------            ---------
<S>                                                                                             <C>                  <C>
Cash flows from operating activities:
     Net income   ..........................................................................    $  17,634            $   8,066
     Reconciliation of net income to net cash
         provided by operating activities:
         Depreciation and amortization......................................................        4,035                3,099
         Deferred income taxes..............................................................        4,813                  361
         Equity in net income of affiliates.................................................      (10,273)              (6,072)
         Gains on property sales............................................................         (179)                (283)
         Net amortization of deferred gain on sale-leaseback of equipment...................         (280)                (285)
         Changes in working capital:
              Accounts receivable...........................................................       (4,910)              (8,045)
              Receivables from insurance companies..........................................        2,099              (25,000)
              Note receivable...............................................................          --                13,213
              Materials and supplies........................................................       (3,974)              (1,121)
              Other current assets, excluding deferred income taxes.........................            2                 (186)
              Accrued derailment claims.....................................................         (812)              22,955
              Current liabilities...........................................................       11,416               (2,675)
         Other, net.........................................................................          469                  (17)
                                                                                                ---------            ---------
     Net cash provided by operating activities..............................................       20,040                4,010
                                                                                                ---------            ---------

Cash flows from investing activities:
     Property acquisition...................................................................      (88,282)                 --
     Property additions.....................................................................      (11,028)              (9,467)
     Property sales and other transactions..................................................          837                  449
     Investments in affiliate...............................................................       (8,402)             (30,676)
     Dividend from affiliate................................................................        3,374                  --
                                                                                                ---------            ---------
     Net cash used for investing activities.................................................     (103,501)             (39,694)
                                                                                                ---------            ---------

Cash flows from financing activities:
     Long-term debt issued..................................................................       83,109               33,282
     Issuance of common stock under stock option plans......................................          717                1,326
                                                                                                ---------            ---------
     Net cash provided by financing activities..............................................       83,826               34,608
                                                                                                ---------            ---------

     Net increase (decrease) in cash and cash equivalents...................................          365               (1,076)
     Cash and cash equivalents, beginning of period.........................................        5,637                5,303
                                                                                                ---------            ---------
     Cash and cash equivalents, end of period...............................................    $   6,002            $   4,227
                                                                                                =========            =========

Supplemental cash flow information: Cash paid during the period for:
         Interest ..........................................................................    $   2,786            $   1,768
         Income taxes.......................................................................           10                   46


                               The accompanying notes to consolidated financial statements
                                   are an integral part of these financial statements.
</TABLE>

                                                          -4-

<PAGE>



          WISCONSIN CENTRAL TRANSPORTATION CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                                   (Unaudited)

                                 March 31, 1997


Basis of Presentation

     The consolidated  financial statements presented herein include the results
of operations of Wisconsin Central  Transportation  Corporation ("WCTC") and its
wholly owned subsidiaries,  Wisconsin Central Ltd. ("WCL"), Fox Valley & Western
Ltd.  ("FV&W"),  WCL Railcars,  Inc.,  Sault Ste. Marie Bridge Company  ("SSM"),
Wisconsin  Central  International,  Inc. ("WCI"),  WC Canada Holdings,  Inc. and
Algoma Central Railway Inc. ("ACRI"). WCTC, through WCI, also holds a 23% equity
interest  in Tranz  Rail  Holdings  Limited  ("Tranz  Rail"),  which  operates a
nationwide  railway in New Zealand,  and a 34% equity  interest in English Welsh
and Scottish Railway  Holdings  Limited  ("EW&S"),  whose  subsidiaries  operate
railways in Great Britain. WCTC and its subsidiaries are hereinafter referred to
as the Company.  Certain information and footnote  disclosures normally included
in  financial   statements   prepared  in  accordance  with  generally  accepted
accounting  principles  have  been  condensed  or  omitted.  Accordingly,  these
unaudited  consolidated  financial statements should be read in conjunction with
the Company's  audited  financial  statements and the notes thereto for the year
ended December 31, 1996. In the opinion of management,  the information provided
in these  statements  reflects all adjustments  necessary to present fairly such
information.   The  results  of  operations  for  any  interim  period  are  not
necessarily indicative of the results of operations for the entire year.

Reclassifications

     Certain amounts in the 1996 financial  statements have been reclassified to
conform to the 1997 presentation.  Included in these amounts were $1,465,000 and
$337,000,  which were  reclassified  to operating  revenues  from  non-operating
income for the quarters ended March 31, 1997 and 1996, respectively.

Stock Split

     On May 16, 1996, the Company's Board of Directors announced a three-for-one
split  of the  Company's  common  stock  in the  form  of a  stock  dividend  to
stockholders  of record as of May 17, 1996 which was effective May 31, 1996. The
stated par value of each  share was not  changed  from  $.01.  All share and per
share amounts have been restated to reflect the common stock split.

Authorized Shares

     On May 16, 1996,  the Company's  shareholders  approved an amendment of the
Company's  Certificate of Incorporation to increase to 150,000,000 the number of
authorized shares of common stock.

Duck Creek North Acquisition

     On January  27,  1997,  SSM  completed  the  purchase of 207 route miles of
railroad  track and  trackage  rights in  Wisconsin  and the Upper  Peninsula of
Michigan from the Union Pacific Railroad Company. The rail lines, commonly known
as the "Duck Creek North" lines, extend from North Green Bay, Wisconsin to

                                       -5-

<PAGE>



Ishpeming,  Michigan; from Powers to Antoine, Michigan; from Quinnesec, Michigan
to Niagara,  Wisconsin; and from Cascade to Palmer, Michigan.  Freight shipments
over the lines consist of materials  for the paper  industry and high volumes of
iron ore used in steel-making  which are shipped from the Marquette ore range to
Escanaba,  Michigan for transloading to vessels.  The rail lines,  together with
contiguous property and associated facilities,  were purchased for approximately
$85.0 million of cash plus provisions for labor protection and other reserves of
$2.6 million and deferred  acquisition  costs of $0.7 million.  The purchase was
funded through  borrowings  under existing  revolving  credit  facilities.  This
acquisition is referred to herein as the "Duck Creek North Acquisition".

Safety Compliance Agreement with FRA

     On  February 7, 1997,  WCL and FV&W  entered  into a voluntary  cooperative
Safety  Compliance  Agreement with the Federal Railroad  Administration  ("FRA")
pursuant to the Safety Assurance and Compliance Program ("SACP").  The SACP is a
program,  initiated by the FRA in March of 1995, to permit railroads and the FRA
to develop and monitor  agreed upon programs to improve  safety  conditions on a
systematic basis  throughout a railroad.  The SACP will focus on improving track
conditions,  inspection  procedures  and training for  railroad  employees.  The
Company  expects  that,  although the SACP will result in  increased  short-term
capital expenditures and operating expenses,  it will realize long-term benefits
from these costs.

English Welsh & Scottish Railway Holdings Limited

     WCI had invested  approximately  $45.0  million in EW&S for a 31% ownership
interest as of December 31, 1996. The Company has been granted performance-based
options to acquire additional shares in EW&S to compensate it for its leadership
of the  consortium,  and has entered into a management  service  agreement  with
EW&S,  under which the Company earned  compensation of $0.8 million in the first
quarter of 1997. On February 21, 1997, the Company  invested an additional  $8.4
million to exercise a portion of these options,  increasing its equity ownership
position from  approximately  31% to  approximately  34%. In addition,  EW&S has
issued  options to certain of its  officers and  directors,  and warrants to the
investment banking firm that facilitated the acquisition of EW&S.  Assuming that
all options and warrants are exercised,  the Company's  equity  interest in EW&S
will be approximately 34%.

BOCT Arbitration

     On June 10,  1996,  an  arbitration  panel  ruled  against the Company in a
dispute with the Baltimore and Ohio Chicago  Terminal  Railroad Company ("BOCT")
regarding intermediate switching and car hire reclaim charges allegedly incurred
from July 1988 through  February 1993. The arbitration  panel awarded BOCT $16.8
million  plus $2.5  million  of  interest.  Based upon the  arbitration  panel's
ruling,  the Company  recorded pretax  provisions of $15.8 million in the second
quarter of 1996,  representing  amounts awarded in excess of previously recorded
accruals.  The  litigation  between  BOCT and the  Company  continues.  The U.S.
District  Court has affirmed the  arbitration  award and also authorized WCL to
pursue the defenses that were not subject to arbitration, including claims to be
brought before the Surface Transportation Board.

Waukesha Environmental Matter

     On April 2,  1996,  WCL  received  a request  for  documents  from the U.S.
Department  of Justice  ("DOJ")  relating  to the  demolition  of a foundry  and
roundhouse  on the  Company's  property in  Waukesha,  Wisconsin,  performed  by
contractors for WCL in 1993. A request for additional  documents was received on
November 21, 1996.  WCL  has complied with  the requests.  Previously, in  March
1994,  WCL had  received a notice of  violation of the Clean Air Act (the "Act")
and  the  National  Emission  Standard  for  Asbestos  (the  "Asbestos  NESHAP")
promulgated  thereunder from  the U.S. Environmental Protection Agency ("USEPA")
in
                                       -6-

<PAGE>



connection  with the  demolition.  The USEPA held a conference with WCL on April
11,  1994 to discuss  the notice  prior to a  determination  of any  enforcement
action  to be  taken  under  section  113 of the  Act.  If the DOJ or the  USEPA
determines  that an action  should be brought  against the Company,  the Company
will vigorously defend itself. If it were to be determined that WCL violated the
Asbestos NESHAP,  WCL could be subject to criminal  prosecution with fines of up
to $500  thousand  per  violation or civil  enforcement  with fines of up to $25
thousand per day for each violation.

Weyauwega Accident

     On March 4, 1996,  the Company had a  derailment  in  Weyauwega,  Wisconsin
involving  thirty-five  cars,  fourteen of which contained  propane or liquified
petroleum gas and two of which contained  sodium hydroxide  solution.  The total
cost for the  derailment is currently  estimated at $27.0  million.  The Company
believes that its insurance  policies will cover  substantially all these costs,
in excess of the $2.5 million of  deductibles,  due to the  derailment.  Through
March 31,  1997,  the Company had funded  $26.1  million in costs  incurred as a
result of this  derailment  and received  $19.2 million in  reimbursements  from
insurance  companies.  The  Company's  Consolidated  Balance  Sheet  includes an
insurance  receivable  of $5.3  million as of March 31,  1997.  During the first
quarter of 1996, the Company recorded a pretax provision of $2.5 million for the
combined deductibles under its property damage and liability insurance policies.
The  Company  has been  successful  in  resolving  the vast  majority  of claims
directly  with the  claimants.  Through  March 31,  1997,  approximately  98% of
affected  residents  and 97% of affected  businesses  had resolved  their claims
against the Company. A complaint was filed against the Company on March 26, 1996
by nine  individuals  seeking to  represent  the class of persons  who  suffered
damages as a result of this derailment.  The complaint seeks punitive and treble
damages.  Any  punitive  damages  and treble  damages  may not be covered by the
Company's  insurance.  The Company  does not  believe  there is any basis for an
award of such damages.  On July 9, 1996,  the court  declined to certify a class
action lawsuit against the Company.  The court did,  however,  indicate it would
appoint a guardian ad litem to review all settlements made on behalf of affected
minors and would notify all  claimants  who had not settled  their claims of the
existence of the action so that these claimants would have the option of joining
the lawsuit  should they desire.  Since that date,  the court has decided not to
appoint a guardian ad litem. All potential claimants were notified, and thirteen
families and two businesses  joined the lawsuit which is in discovery  phase. In
addition,  one  business  has filed a separate  suit for damages in the District
Court of Waupaca County.  It is the opinion of management that the resolution of
these matters will not have a material adverse effect on the Company's financial
position.

National Mediation Board Notification

     WCL has been notified by the National  Mediation Board that it has received
applications filed on behalf of the Brotherhood of Locomotive  Engineers and the
United Transportation Union to conduct a representation  election for locomotive
engineers and conductors. The election would cover all United States operations.


                                       -7-

<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


     The following  discussion  should be read in conjunction with the unaudited
consolidated financial statements and related notes included herein.

Results of Operations: First Quarter 1997 Compared to First Quarter 1996

     The  Company's  net income for the  quarter  ended March 31, 1997 was $17.6
million  compared to $8.1 million for the same period in 1996. The first quarter
of 1996 was  affected  by the  Weyauwega  derailment  discussed  in the Notes to
Consolidated Financial Statements.

     Operating  revenues.  Operating revenues during the quarter ended March 31,
1997 were $80.3 million compared with $65.4 million for the same period in 1996,
an  increase  of 23%.  Gross  revenues  for the  quarter  ended  March 31,  1997
increased in 14 of 15 commodity  groups,  compared with the same period in 1996.
Traffic  volume,  as measured by carloads  handled  (including as a carload each
loaded trailer or container),  for the quarter ended March 31, 1997 approximated
137,500 carloads compared with approximately 114,800 carloads in 1996.

     The metallic ore business  added by the Duck Creek North lines,  which were
acquired  January 27, 1997,  contributed to the Company's  overall  increases in
volume and gross  revenues.  Metallic ore increased by over 9,600  carloads,  or
34%, from the same period in 1996. Other large increases in revenues occurred in
clay products, woodpulp, sand, stone and minerals, steel, and intermodal.

     Volume  and gross  revenues  for clay  products  increased  by 22% and 35%,
respectively,  due primarily to increased  demand for raw materials  used in the
production of roofing  materials,  as well as increased demand for coating clays
used in the paper industry.  Woodpulp volume and gross revenues increased by 15%
and 30%, respectively,  due primarily to increased demand by the paper industry.
Volume and gross revenues for sand, stone and minerals increased by 39% and 26%,
respectively, due primarily to increased demand for both construction aggregates
and cement.  In  addition,  the Duck Creek North  lines have  contributed  to an
increase  in  shipments  of  limestone.  Volume  and  gross  revenues  for steel
increased by 15% and 21%,  respectively,  due to  increased  demand from a major
customer of ACRI. Intermodal volume and gross revenues increased by 54% and 70%,
respectively,  due to the new joint rate  intermodal  service  which the Company
together with Canadian National Railway began on April 1, 1996.

     Also contributing to operating  revenues during the quarter ended March 31,
1997 was an increase in management  fees from  affiliates  of $0.6  million.  In
addition,  operating  revenues  during the first quarter of 1997 included rental
income of $0.5 million from Metra,  the  commuter  rail system for  Northeastern
Illinois,  which  commenced  operations  of a commuter  service on the Company's
tracks between Chicago and Antioch, Illinois in August 1996.

     Operating  expenses.  Operating expenses for the first quarter of 1997 were
$65.2  million,  $4.6  million or 8% higher than last year.  Increases in labor,
equipment  rents,  fuel and  depreciation  were  primarily  caused by  increased
traffic  levels,  the  cooperative  SACP agreement  entered into with the FRA as
discussed in the Notes to Consolidated Financial Statements,  and the additional
operations of the Duck Creek North lines. The first quarter of 1996 included the
effects of the Weyauwega  derailment  as discussed in the Notes to  Consolidated
Financial  Statements.  The Company's  operating ratio (operating  expenses as a
percentage  of  operating  revenues)  was  81.2% in the first  quarter  of 1997,
compared to 92.7% in the first quarter of 1996.


                                       -8-

<PAGE>



     Labor expense  increased by $1.8 million or 7% in the first quarter of 1997
as  compared to the same  period in 1996  primarily  due to a 2% increase in the
work  force and an  average  3.5%  increase  in wages and  salaries  granted  to
employees at the  beginning of the year,  as well as a decrease in the amount of
labor related to infrastructure projects billable to others in the first quarter
of 1997  compared  to the  same  period  in 1996.  Net  equipment  rent  expense
increased by $1.0 million or 13%  primarily due to increased car hire costs as a
result of overall  increases in traffic  congestion in the  Company's  operating
territory. Fuel expense increased by $0.7 million or 13% in the first quarter of
1997 as  compared  with the same period of 1996  primarily  as a result of a 14%
increase in fuel prices. Depreciation increased by $0.9 million or 31% primarily
due to the addition of the Duck Creek North lines.

     Interest expense and income taxes.  Interest expense increased $1.1 million
in the first  quarter of 1997 to $3.2  million,  primarily  due to the increased
borrowings to finance the acquisition of the Duck Creek North lines discussed in
the Notes to Consolidated Financial Statements.

     The income tax provision for the first quarter of 1997 was $4.8 million, an
increase of $3.5 million from the first  quarter of 1996,  due to an increase in
pre-tax income.

     Equity in net  income of  affiliates.  The  Company's  1997  first  quarter
results  included  equity in net income of its  affiliates  of $10.3  million as
compared to $6.1 million for the same period of 1996.  The  Company's  equity in
the net  income of Tranz Rail for the first  quarter  of 1997 was $3.2  million,
versus $2.9  million in the same  quarter a year ago.  The Company  received its
first dividend in March 1997 from Tranz Rail in the amount of $3.4 million.  The
Company's  equity in the net  income of EW&S for the first  quarter  of 1997 was
$7.1  million  versus  $3.2  million  in the same  quarter  a year  ago.  EW&S's
contribution  to the first  quarter of 1996 included less than a full quarter of
results for the three  trainload  freight  companies  which were  acquired  from
British Rail on February 24, 1996. On February 21, 1997, the Company invested an
additional $8.4 million in EW&S,  increasing its equity ownership  position from
approximately 31% to approximately 34%.

Financial Condition:  March 31, 1997 Compared to December 31, 1996

     The Company  generated cash in the amount of $24.3 million during the first
three months of 1997 from operations, the cash dividend received from Tranz Rail
and the sale of assets  and  $83.8  million  from  financing  activities.  These
resources,  as well as  cash  on  hand,  were  used  to  finance  the  Company's
acquisition  of the Duck Creek  North  lines of $88.3  million,  the  additional
investment  in EW&S of $8.4 million and other  capital-related  expenditures  of
$11.0 million. The Company expects that the SACP agreement entered into with the
FRA as discussed in the Notes to Consolidated  Financial  Statements will result
in an increase in its 1997 roadway and structures capital expenditures.

     The Company had $248.1 million of total debt outstanding at March 31, 1997,
which  constituted  44.2%  of its  total  capitalization,  compared  to 35.6% at
December 31, 1996. At March 31, 1997, the Company's  aggregate  unused borrowing
availability under its loan facilities totaled $97.5 million.


                                       -9-

<PAGE>



                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     The exhibits set forth on the  accompanying  Index to Exhibits are filed as
part of this report.

     The Company  filed a report on Form 8-K dated  January 27, 1997,  reporting
the  acquisition  of the Duck Creek North lines from the Union Pacific  Railroad
Company as indicated in the enclosed Notes to Consolidated  Financial Statements
under "Duck Creek North Acquisition.".



                                      -10-

<PAGE>



                  WISCONSIN CENTRAL TRANSPORTATION CORPORATION


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.


                                             WISCONSIN CENTRAL TRANSPORTATION
                                             CORPORATION


Date:  May 14, 1997                          By:  /s/   Walter C. Kelly
                                                -----------------------
                                                        Walter C. Kelly
                                                        Vice President, Finance


Date:  May 14, 1997                          By:  /s/   Walter C. Kelly
                                                -----------------------
                                                        Walter C. Kelly
                                                        Chief Accounting Officer





                                      -11-

<PAGE>



                                INDEX TO EXHIBITS


                                                                    Sequentially
                                                                      Numbered
Exhibit No.                        Description                          Page
- -----------                        -----------                          ----


    11                    Statement re Computation of                 
                          Per Share Earnings                             15 


    27                    Financial Data Schedule                        16




                                      -12-



                                 EXHIBIT NO. 11

                 Statement re Computation of Per Share Earnings



                  WISCONSIN CENTRAL TRANSPORTATION CORPORATION

                    (in thousands, except per share amounts)

                                   (Unaudited)


                                                          For the Quarter Ended
                                                                 March 31,
                                                          ----------------------
                                                            1997          1996
                                                          --------      --------

Net income ..........................................     $ 17,634       $ 8,066
                                                          ========       =======

Weighted average common shares outstanding:

     Primary ........................................       50,803        50,521
                                                          ========       =======

     Fully diluted ..................................       51,947        51,704
                                                          ========       =======

Earnings per common share outstanding:

     Primary ........................................     $    .35       $   .16
                                                          ========       =======

     Fully diluted ..................................     $    .34       $   .16
                                                          ========       =======



<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
Condensed  Consolidated  Balance  Sheet at March 31,  1997  (unaudited)  and the
Condensed  Consolidated Statement of Income for the Three Months Ended March 31,
1997 (unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>                         
<MULTIPLIER>                                   1,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   MAR-31-1997
<CASH>                                         6,002
<SECURITIES>                                   0
<RECEIVABLES>                                  81,351
<ALLOWANCES>                                   2,323
<INVENTORY>                                    21,504
<CURRENT-ASSETS>                               118,652
<PP&E>                                         627,660
<DEPRECIATION>                                 67,924
<TOTAL-ASSETS>                                 804,489
<CURRENT-LIABILITIES>                          150,455
<BONDS>                                        247,164
                          0
                                    0
<COMMON>                                       508
<OTHER-SE>                                     313,137
<TOTAL-LIABILITY-AND-EQUITY>                   804,489
<SALES>                                        0
<TOTAL-REVENUES>                               80,261
<CGS>                                          0
<TOTAL-COSTS>                                  65,176
<OTHER-EXPENSES>                               (278)
<LOSS-PROVISION>                               117
<INTEREST-EXPENSE>                             3,179
<INCOME-PRETAX>                                12,184
<INCOME-TAX>                                   4,823
<INCOME-CONTINUING>                            7,361
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   17,634
<EPS-PRIMARY>                                  0.35
<EPS-DILUTED>                                  0.34

        

</TABLE>


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