WISCONSIN CENTRAL TRANSPORTATION CORP
10-Q, 2000-05-15
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, 2000
                                              --------------

                      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, 2000:                 49,500,531 shares

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<PAGE>

                  WISCONSIN CENTRAL TRANSPORTATION CORPORATION

                                    FORM 10-Q

                          Quarter Ended March 31, 2000

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..........  7

          Item 3.  Quantitative and Qualitative Disclosures
                   About Market Risk...................................... 10


Part II - Other Information

          Item 6.  Exhibits and Reports on Form 8-K....................... 11

Signatures................................................................ 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,
                                                                                               2000            1999
                                                                                           -----------       --------
                                                                                            (Unaudited)      (Audited)
<S>                                                                                        <C>            <C>
Current assets:

    Cash and cash equivalents...........................................................   $     1,783    $     1,543
    Receivables, net of allowance for doubtful accounts of $2,232
       and $2,196 at March 31, 2000 and December 31, 1999...............................        96,157         88,035
    Materials and supplies..............................................................        25,651         23,320
    Deferred income taxes...............................................................         1,425          1,425
    Other current assets................................................................         3,542          3,284
                                                                                           -----------    -----------
       Total current assets.............................................................       128,558        117,607

Investments in international affiliates.................................................       227,598        223,046

Properties:

    Roadway and structures..............................................................       809,348        799,947
    Equipment...........................................................................       133,535        130,231
                                                                                           -----------    -----------
       Total properties.................................................................       942,882        930,178
    Less accumulated depreciation.......................................................      (119,732)      (114,182)
                                                                                           -----------    -----------
       Net properties...................................................................       823,150        815,996

Other assets, principally deferred financing costs......................................         2,766          2,854
                                                                                           -----------    -----------

       Total assets.....................................................................   $ 1,182,072    $ 1,159,503
                                                                                           ===========    ===========


                             The accompanying notes to consolidated financial statements
                                  are an integral part of these financial statements.

</TABLE>

<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,
                                                                                               2000           1999
                                                                                           -----------      --------
                                                                                           (Unaudited)      (Audited)
<S>                                                                                        <C>            <C>
Current liabilities:

    Short-term debt and current maturities of long-term debt............................   $   191,140    $   180,280
    Accounts payable....................................................................        41,632         47,239
    Accrued expenses....................................................................       100,016         88,397
    Income taxes payable................................................................           --             877
    Interest payable....................................................................         4,819          2,943
                                                                                           -----------    -----------
       Total current liabilities........................................................       337,607        319,736

Long-term debt..........................................................................       163,915        162,853

Other liabilities.......................................................................        10,180         10,271

Deferred income taxes...................................................................       152,914        147,663

Deferred income.........................................................................         8,746          9,060
                                                                                           -----------    -----------

       Total liabilities................................................................       673,362        649,583

Stockholders' equity:

    Preferred stock, par value $1.00; authorized 1,000,000
       shares; none issued or outstanding...............................................           --             --
    Common stock, par value $.01; authorized 150,000,000 shares;
       issued and outstanding, 50,530,531 shares and 51,250,231 shares
       as of March 31, 2000 and December 31, 1999, respectively.........................           505            513
    Paid in capital.....................................................................       107,948        116,505
    Retained earnings...................................................................       409,402        396,798
    Accumulated other comprehensive loss................................................        (9,145)        (3,896)
                                                                                           -----------    -----------
       Total stockholders' equity.......................................................       508,710        509,920
                                                                                           -----------    -----------

       Total liabilities and stockholders' equity.......................................   $ 1,182,072    $ 1,159,503
                                                                                           ===========    ===========


                             The accompanying notes to consolidated financial statements
                                  are an integral part of these financial statements.

</TABLE>

<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,

                                                                                                 2000          1999
                                                                                              --------      --------
<S>                                                                                           <C>           <C>
Operating revenues.........................................................................   $ 91,891      $ 88,520

Operating expenses:

     Roadway and structures................................................................     15,571        13,898
     Equipment    .........................................................................     19,323        18,425
     Transportation........................................................................     29,165        28,896
     General and administrative............................................................      9,753         9,342
                                                                                              --------      --------
         Operating expenses................................................................     73,812        70,561
                                                                                              --------      --------

Income from operations.....................................................................     18,079        17,959

Other income (expense):

     Interest expense......................................................................     (5,201)       (4,204)
     Other, net   .........................................................................        504           272
                                                                                              --------      --------
         Total other expense, net..........................................................     (4,697)       (3,932)
                                                                                              --------      --------

Income before income taxes and equity in net income of

     international affiliates..............................................................     13,382        14,027

Provision for income taxes.................................................................      5,301         5,554
                                                                                              --------      --------

Income before equity in net income of international affiliates.............................      8,081         8,473

Equity in net income of international affiliates...........................................      4,523         5,200
                                                                                              --------      --------

Net income.................................................................................   $ 12,604      $ 13,673
                                                                                              ========      ========

Earnings per common share:

     Basic.................................................................................   $    .25      $    .27
                                                                                              ========      ========

     Diluted...............................................................................   $    .25      $    .27
                                                                                              ========      ========

Average common shares outstanding:

     Basic.................................................................................     51,234        51,143
                                                                                              ========      ========

     Diluted, including dilutive effect of common stock options............................     51,237        51,219
                                                                                              ========      ========

                             The accompanying notes to consolidated financial statements
                                   are an integral part of these financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                               WISCONSIN CENTRAL TRANSPORTATION CORPORATION AND SUBSIDIARIES

                                          Consolidated Statements of Cash Flows

                                                      (in thousands)

                                                        (Unaudited)

                                                                                                For the Quarter Ended
                                                                                                       March 31,

                                                                                                 2000         1999
                                                                                               --------     --------
<S>                                                                                           <C>           <C>
Cash flows from operating activities:

     Net income   ..........................................................................  $ 12,604      $ 13,673
     Reconciliation of net income to net cash
         provided by operating activities:
         Depreciation and amortization......................................................     6,332         5,538
         Deferred income taxes..............................................................     5,251         5,495
         Equity in net income of international affiliates...................................    (4,523)       (5,200)
         Gains on property sales............................................................      (130)          (72)
         Net amortization of deferred gain on sale-leaseback of equipment...................      (314)         (339)
         Changes in working capital:
              Accounts receivable...........................................................    (8,122)       (2,477)
              Materials and supplies........................................................    (2,331)       (8,479)
              Other current assets, excluding deferred income taxes.........................      (258)         (554)
              Accrued disputed switching charges and related interest.......................        --       (21,797)
              Other current liabilities.....................................................    (1,554)        5,334
         Other, net.........................................................................       (91)          210
                                                                                              ---------      --------
     Net cash provided by (used for) operating activities...................................     6,864        (8,668)
                                                                                              ---------      --------

Cash flows from investing activities:

     Property additions.....................................................................   (12,992)      (14,092)
     Property sales and other transactions..................................................      (350)          262
     Dividend from international affiliate..................................................     1,014         1,099
     Investment in international affiliate..................................................    (6,218)          --
                                                                                              ---------     --------
     Net cash used for investing activities.................................................   (18,546)      (12,731)
                                                                                              ---------     --------

Cash flows from financing activities:

     Long-term debt issued, net.............................................................    11,922        23,074
     Issuance of common stock under stock option plans......................................       --             40
                                                                                              --------      --------
     Net cash provided by financing activities..............................................    11,922        23,114
                                                                                              --------      --------

Net increase in cash and cash equivalents...................................................       240         1,715
Cash and cash equivalents, beginning of period..............................................     1,543         2,972
                                                                                              --------      --------
Cash and cash equivalents, end of period....................................................  $  1,783      $  4,687
                                                                                              ========      ========

Supplemental cash flow information: Cash paid during the period for:

         Interest ........................................................................... $  3,565      $  1,899
         Income taxes........................................................................      927         3,459

 Supplemental disclosure of non-cash financing activity:

     Accrued liabilities established for repurchase of common stock........................   $  8,565      $    --



                             The accompanying notes to consolidated financial statements
                                  are an integral part of these financial statements.

</TABLE>

<PAGE>

          WISCONSIN CENTRAL TRANSPORTATION CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                                 March 31, 2000

                                   (Unaudited)

Basis of Presentation

     The consolidated  financial statements present the results of operations of
Wisconsin  Central  Transportation  Corporation  ("WCTC")  and its wholly  owned
subsidiaries,  Wisconsin  Central Ltd., Fox Valley & Western Ltd., WCL Railcars,
Inc., Wisconsin Chicago Link Limited, Sault Ste. Marie Bridge Company, Wisconsin
Central International, Inc. ("WCI"), WC Canada Holdings, Inc. and Algoma Central
Railway Inc.  ("ACRI").  WCTC,  through WCI, also holds a 42% equity interest in
English Welsh and Scottish Railway  Holdings Limited ("EWS"),  a freight railway
in Great Britain,  a 24% equity interest in Tranz Rail Holdings  Limited ("Tranz
Rail"), the nationwide  transportation  company in New Zealand, and a 33% equity
interest  in  Australian   Transport  Network  Limited  ("ATN")  which  provides
commercial  rail  freight  service in Tasmania,  an island  state of  Australia.
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 our audited  financial
statements  and the notes  thereto for the year ended  December 31, 1999. In our
opinion,  the information provided in these statements reflects all adjustments,
which  are of a normal  recurring  nature,  necessary  to  fairly  present  this
information.   The  results  of  operations  for  any  interim  period  are  not
necessarily indicative of the results of operations for an entire year.

Comprehensive Income Information

     Comprehensive  income  consists  of  (a)  net  income  as  reported  in the
statements of income and (b) other comprehensive loss, which is comprised solely
of foreign currency translation adjustments. The following table illustrates the
composition of comprehensive income for the quarters ended March 31:

                                                          2000            1999
                                                       --------        --------
    Net income .....................................   $ 12,604        $ 13,673
    Other comprehensive loss
         - currency translation adjustments.........     (5,249)         (2,932)
                                                       --------        --------
    Comprehensive income............................   $  7,355        $ 10,741
                                                       ========        ========

     The accumulated  amount of other  comprehensive  income through the date of
each balance sheet is presented as a component of stockholders' equity.

English Welsh & Scottish Railway Holdings Limited

     In March 2000, an option was  exercised to purchase 3.96 million  shares of
EWS at a cost of  approximately  $6.2 million.  The additional  shares increased
WCTC's equity holdings in EWS from  approximately  39% to  approximately  42% of
outstanding  shares as of March 31, 2000.  This  transaction was funded from our
existing credit facilities.

Stock Repurchase Program

      In March 2000,  our Board of Directors  authorized up to $35 million to be
used to  repurchase  shares of our common  stock.  As of March 31, 2000,  we had
repurchased   719,700   shares  at  an  average   price  of  $11.90  per  share.
Approximately $8.6 million, related to the repurchase of shares, was included in
accrued expenses on the balance sheet and was paid in cash in April 2000.

<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 2000 Compared to First Quarter 1999

     Net income for the quarter ended March 31, 2000 was $12.6 million  compared
to $13.7  million  for the same period in 1999.  Operating  income for the first
quarter  of 2000 was  $18.1  million  compared  to $18.0  million  for the first
quarter of 1999.

     Operating  revenues.  Operating revenues during the quarter ended March 31,
2000 increased 4%, or $3.4 million,  over the same period in 1999. Gross freight
revenue  increased  slightly to $81.2  million in the first quarter of 2000 from
$80.9 million in the first quarter of 1999. Other revenue increased $3.1 million
principally  due to increased  manifest  and  intermodal  haulage  volume and an
increase in demurrage revenue.

     Revenues from paper and other forest products  increased almost 4% over the
same period in 1999.  Strong customer demand in the paper industry resulted in a
6% increase in the volume of paper hauled and also contributed to an increase in
revenues from chemicals used by the paper industry.

     Volume and gross  freight  revenues for  minerals  decreased by 17% and 5%,
respectively,  primarily  due to a decline in  shipments of metallic  ores.  Two
factors  contributed to the volume slowdown of metallic ores.  First, a build-up
of inventory, in the fourth quarter of 1999, by a major ore producer resulted in
a slowdown  in volume in the first  quarter  of 2000,  as excess  inventory  was
depleted.  Second, the same ore producer  experienced  mechanical  problems that
adversely affected volume.  Management  believes the majority of the ore revenue
shortfalls will ultimately be recovered over the remainder of the year.

     Overall, traffic volume, as measured by carloads handled, decreased over 7%
to approximately  125,000 carloads compared with approximately  135,100 carloads
in 1999. At the same time, average revenue per carload increased over 8% to $650
per carload in the first three months of 2000 from $599 per carload in 1999. The
increase in average  revenue per carload was primarily  driven by a shift in the
business  mix.  The volume  increase in paper and other forest  products,  which
averaged $921 per carload,  and a corresponding  decrease in mineral  shipments,
which  averaged $481 per carload,  combined to increase the overall  revenue per
carload.

     Operating  expenses.  Operating  expenses  increased  5%, or $3.3  million,
during  the first  quarter  of 2000  compared  to the same  period in 1999.  The
increase consisted primarily of higher labor and fuel costs, offset in part by a
decrease in casualty  expenses.  The operating  ratio  (operating  expenses as a
percentage  of operating  revenues)  increased to 80.3% in the first  quarter of
2000, compared to 79.7% in the first quarter of 1999.

     Roadway  and  structure  expenses  increased  12%,  or  approximately  $1.7
million, in the first quarter of 2000 compared to 1999 principally due to higher
labor,  depreciation  and material costs.  The higher  depreciation and material
costs  reflect  the  increased  investment  in track and  structures  to support
increasing  volume  levels.  The increase in labor cost was in large part due to
the rising costs of fringe benefits.

<PAGE>

     Equipment costs increased  approximately 5%, or $0.9 million,  in the first
quarter of 2000  compared to the same period of 1999  primarily due to increased
lease costs  associated  with new leases  entered into during the second half of
1999, as well as increased  equipment  repair costs  related to train  accidents
during the quarter.  Transportation costs increased slightly from the prior year
as the sharp  increase  in the price of diesel  fuel was mostly  offset by lower
casualty  expenses.  General  and  administrative  expenses as a  percentage  of
operating  revenues  remained  10.6% in the first quarter of 2000 ($9.8 million)
compared to the first quarter of 1999 ($9.3 million).

     Interest expense and income taxes.  Interest expense  increased 24% to $5.2
million  during the first  quarter of 2000  compared to $4.2 million  during the
same  period  of  1999.    This  increase  resulted  from  higher  average  debt
outstanding, largely  because of borrowings to purchase additional shares of EWS
stock, combined  with increased  average interest  rates on the revolving credit
line.

     The income tax provision as a percentage of pretax income remained constant
at 39.6%.

     Equity in net income of  international  affiliates.  Results  for the first
quarter 2000 included  equity in net income of our  international  affiliates of
$4.5 million compared to $5.2 million for the same period of 1999.

     The equity in the net income of EWS for the first  quarter of 2000 was $2.6
million  versus  $3.4  million  in the same  quarter  of 1999.  EWS's  operating
revenues in the  quarter  increased  nearly 6%,  reflecting  increased  customer
demand in several  commodity  groups  including coal,  construction  and metals.
EWS's operating  expenses in the quarter  increased  approximately 8% due to the
sharp rise in the price of fuel,  accompanied by additional labor,  track access
and lease expenses.  Despite a decrease in headcount,  labor costs increased 3%,
mostly  due  to additional  training for drivers and increased overtime.   Track
access charges  increased 10% over 1999 primarily due to traffic  increases.  In
accordance with our plan to improve equipment  reliability and performance,  EWS
has taken delivery of 246 new locomotives,  under operating leases,  compared to
82 as of the same period in 1999,  resulting in a significant  increase in lease
expenses.

     The equity in the net  income of Tranz  Rail for the first  quarter of 2000
increased  23% to $1.9  million  versus  $1.6  million  in  1999.  Tranz  Rail's
operating  revenues  increased  4%  reflecting  a  general  improvement  in  New
Zealand's economy.  Operating expenses increased 3% primarily as a result of the
significant increase in the fuel price.

     ATN generated a slight loss in the first quarter of 2000 compared to a $0.2
million  contribution  in 1999.  Lower revenues  combined with higher fuel costs
accounted for the decline.

Financial Condition:  March 31, 2000 Compared to December 31, 1999

     In March 2000, we increased our ownership  interest in EWS by exercising an
option  to  purchase  approximately  4  million  additional  shares at a cost of
approximately $6.2 million.  The additional shares increased our holdings in EWS
from  approximately  39% at December 31, 1999 to approximately  42% at March 31,
2000. Also, in March, we received a dividend of approximately  $1.0 million from
Tranz Rail.

     Our total debt outstanding increased approximately $11.9 million during the
first  quarter  of 2000 to a total of  $355.1  million  at March 31,  2000.  The
issuance of debt along with  approximately  $6.9 million of cash  generated from
operations  and the dividend  received from Tranz Rail were used to fund capital
expenditures of approximately $13.0 million along with the additional investment
in EWS as discussed in the previous paragraph.

<PAGE>

     The outstanding debt balance constituted 41.1% of our total  capitalization
at March 31,  2000  compared  to 40.2% at  December  31,  1999.  The  change was
attributable  to the increase in the  outstanding  debt balance  combined with a
reduction in  stockholders'  equity due to the  repurchase of common stock and a
decrease in the currency  exchange values of the foreign  investments.  At March
31, 2000, the aggregate unused borrowing  availability under our loan facilities
totaled approximately $45.0 million.

     In April 2000,  we extended a $50 million  credit  agreement  from June 30,
2000 to October 31, 2000.  Also, in May 2000, we put in place an additional  $50
million revolving credit agreement, that expires on October 31, 2000, to augment
our existing loan  facilities and provide  greater  financing  flexibility.  The
terms of the new agreement are substantially similar to the existing $50 million
credit agreement.  We expect to either extend or replace the existing  revolving
credit agreements prior to expiration in October 2000.

     In March  2000,  our  Board of  Directors  authorized  the use of up to $35
million to repurchase  shares of our common stock. The stock repurchase  program
is expected to be conducted over the next year. We may repurchase  common stock,
from time to time,  through  open  market  purchases  or in  negotiated  private
transactions. Actual repurchase decisions will be based upon factors such as the
stock price and general economic and market conditions. As of April 30, 2000, we
had repurchased  approximately  1.7 million shares at an average price of $11.77
per share.

Disclaimer Regarding Forward-Looking Statements

     This report contains certain statements that are "forward-looking",  within
the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  including
statements regarding, among other matters, the beliefs, expectations,  plans and
estimates  of the  Company  with  respect to certain  future  events,  including
without  limitation  the  impact  of  governmental  regulation,  the  impact  of
litigation  and  regulatory  proceedings  and the  actions to be taken by others
(including collective bargaining  organizations),  revenue forecasts and similar
expressions   concerning   matters   that  are  not   historical   facts.   Such
forward-looking  statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors that could cause actual
events to differ materially from those expressed in those statements.

<PAGE>

Item 3 - Quantitative And Qualitative Disclosures About Market Risk

     In the ordinary course of business,  we use various  financial  instruments
which  inherently  have  some  degree  of  market  risk.  The  quantitative  and
qualitative  information  presented below describes  significant  aspects of the
financial instrument programs which have material market risk.

     Interest  Rate  Sensitivity.  We are exposed to changes in  interest  rates
primarily as a result of borrowing activities,  which include fixed and floating
rate debt used to  maintain  liquidity  and fund our  business  operations.  The
nature  and  amount of  long-term  debt can be  expected  to vary as a result of
future business  requirements,  market conditions and other factors.  We are not
currently a party to any interest rate risk management  transactions.  The table
below presents  principal cash flows and related weighted average interest rates
by contractual maturity dates of debt instruments as of March 31, 2000.

<TABLE>
<CAPTION>

                      Fixed Rate Debt           Variable Rate Debt                                 Total Debt
                    -------------------      -----------------------          Interest         --------------------
                                 Average                     Average            Free                        Average
                                Interest                    Interest            Debt                       Interest
   Maturity           Amount      Rate         Amount         Rate             Amount           Amount       Rate
   --------         ----------   ------      ----------      -------         --------          ---------     ------
                                                  (in thousands)
   <S>              <C>            <C>       <C>               <C>         <C>                 <C>            <C>
   2000             $       --               $  188,279        6.3%        $    2,101          $ 190,380      6.3%
   2001                     --                       --                         2,740              2,740      0.0%
   2002                     --                       --                         2,665              2,665      0.0%
   2003                     --                       --                         2,116              2,116      0.0%
   2003                     --                       --                         1,529              1,529      0.0%
   Thereafter          150,000     6.6%              --                         5,625            155,625      6.4%
                     ---------                ---------                      --------          ---------
   Total             $ 150,000     6.6%       $ 188,279        6.3%          $ 16,776          $ 355,055      6.2%
                     =========                =========                      ========          =========

   Fair Value        $ 136,249                $ 188,279                      $ 13,234          $ 337,762
                     =========                =========                      ========          =========
</TABLE>

     Commodity   Price   Sensitivity.   We  have  a  program  to  hedge  against
fluctuations  in the price of our diesel fuel purchases.  This program  includes
forward purchases for delivery at fueling facilities, and various commodity swap
and collar  transactions  that are accounted for as hedges.  Based on historical
information,  we believe there is a significant  correlation  between the market
prices of diesel fuel and #2 heating oil. Our contracts require us to purchase a
defined quantity at a defined price.  Such transactions are generally settled in
cash with the  counterparty.  As of March 31,  2000,  we had hedge  arrangements
covering  approximately  39% of our expected North American fuel consumption for
the balance of 2000.  As of March 31, 2000,  9.0 million  notional  gallons were
included in diesel fuel swaps and collar arrangements at contract prices ranging
from  $.3975  to  $.5025  per  gallon.   This  price  does  not  include  taxes,
transportation  costs and certain  other fuel  handling  costs.  As of March 31,
2000, the unrealized gain on these swaps was $2.7 million. Gains and losses from
hedge  transactions  are deferred and matched to specific  fuel  purchases.  Our
international  affiliates are also subject to fluctuations in the price of their
diesel fuel purchases.  As of March 31, 2000, EWS was  approximately  21% hedged
for its fuel  purchases for the balance of 2000 while Tranz Rail  currently does
not have any fuel hedges in place.

<PAGE>

     Investment in  International  Affiliates.  The value in U.S. dollars of our
investment  in  companies  outside  the  United  States and of our equity in the
earnings of those  companies  fluctuates  from time to time as the value in U.S.
dollars of the currencies of those  countries  fluctuates.  We do not hedge this
exposure.  We have entered into zero cost collar arrangements to hedge a portion
of our foreign  currency  exposure on future  management fees from EWS which are
payable in pounds sterling. The collars have put strikes ranging from $1.5500 to
$1.6000 and call strikes  ranging from $1.6520 to $1.6935 with a notional amount
of 1.5 million  pounds  sterling as of March 31, 2000.  As of March 31, 2000 the
unrealized gain on these collar arrangements was insignificant.

     We do not purchase or hold  derivative  financial  instruments  for trading
purposes.

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     a)  Exhibits

         27.0 - Financial  Data  Schedule for the three month period ended March
         31, 2000.

     b)  Reports on Form 8-K

         We did not file any reports on Form 8-K during the three  month  period
         ended March 31, 2000.

<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 15, 2000                   By:  /s/   Ronald G. Russ
                                                 ----------------------
                                                 Ronald G. Russ
                                                 Executive Vice President,
                                                 Chief Financial Officer


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
Condensed  Consolidated  Balance  Sheet at March 31,  2000  (unaudited)  and the
Condensed  Consolidated Statement of Income for the Three Months Ended March 31,
2000 (unaudited) and is qualified in its entirety by reference to such financial
statements.

</LEGEND>
<CIK>                                          0000874213
<NAME>                                         WISCONSIN CENTRAL TRANSPORTATION
                                               CORPORATION

<MULTIPLIER>                                   1000

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                          0
                                    0
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</TABLE>


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