SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996 Commission File No. 0-16751
------------------- --------
CFW COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1443350
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
P. O. Box 1990, Waynesboro, Virginia 22980
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 540-946-3500
None
(Former name, former address and former fiscal year,
if changed since last report)
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
----- ------
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class COMMON STOCK, NO PAR VALUE Outstanding 6/30/96 12,976,853
-------------------------- ------------------
CFW COMMUNICATIONS COMPANY
I N D E X
Page
Number
------
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets,
June 30, 1996 and December 31, 1995 3- 4
Condensed Consolidated Statements of
Income, Three and Six Months Ended
June 30, 1996 and 1995 5
Condensed Consolidated Statements of
Cash Flows, Six Months Ended
June 30, 1996 and 1995 6
Notes to Condensed Consolidated
Financial Statements 7
Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8-11
PART II. OTHER INFORMATION 12
SIGNATURES 13
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CFW COMMUNICATIONS COMPANY
Condensed Consolidated Balance Sheets
ASSETS
<TABLE>
<CAPTION>
June 30, 1996 December 31,
(unaudited) 1995
------------- ------------
<S> <C>
CURRENT ASSETS
Cash and cash equivalents $ 4,802,719 $ 5,264,986
Accounts receivable, including
interest receivable 8,580,215 8,677,086
Note receivable 133,262 140,231
Materials and supplies 1,990,427 1,980,837
Prepaid expenses 326,745 207,319
Income taxes receivable - 3,356
------------ ------------
15,833,368 16,273,815
------------ ------------
SECURITIES AND INVESTMENTS 27,190,683 29,471,626
------------ ------------
PROPERTY AND EQUIPMENT
In service 113,918,059 107,420,864
Under construction 4,815,095 4,385,440
------------ ------------
118,733,154 111,806,304
Less: accumulated depreciation 33,979,377 30,713,237
------------ ------------
84,753,777 81,093,067
------------ ------------
OTHER ASSETS
Cost in excess of net assets
of business acquired, less
accumulated amortization 12,881,218 13,268,224
Deferred charges 3,220,571 3,144,581
------------ ------------
16,101,789 16,412,805
------------ ------------
TOTAL ASSETS $143,879,617 $143,251,313
============ ============
</TABLE>
3
CFW COMMUNICATIONS COMPANY
Condensed Consolidated Balance Sheets
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, 1996 December 31,
(unaudited) 1995
------------ ------------
<S> <C>
CURRENT LIABILITIES
Accounts payable $ 1,976,826 $ 3,674,310
Customers' deposits 469,277 477,393
Advance billings 1,692,216 1,506,777
Accrued payroll 601,964 833,232
Accrued interest 726,000 726,000
Other accrued liabilities 3,629,191 2,384,774
Deferred revenue 1,522,274 972,593
Income taxes payable 190,264 -
------------ ------------
10,808,012 10,575,079
------------ ------------
LONG-TERM DEBT 20,000,000 20,000,000
------------ ------------
LONG-TERM LIABILITIES
Deferred income taxes 13,447,528 13,866,047
Retirement benefits other than
pensions 7,443,442 7,149,957
Other 1,164,852 1,543,863
------------ ------------
22,055,822 22,559,867
------------ ------------
MINORITY INTERESTS 913,172 874,664
------------ ------------
SHAREHOLDERS' EQUITY
Preferred stock, no par - -
Common stock, no par 43,355,988 43,531,164
Retained earnings 37,795,533 35,700,859
Unrealized gain on securities
available for sale, net 8,951,090 10,009,680
------------ ------------
90,102,611 89,241,703
------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $143,879,617 $143,251,313
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
CFW COMMUNICATIONS COMPANY
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------------- ----------------------------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
------------- ------------- ------------- ------------
<S> <C>
Operating revenues
Local service $ 2,319,948 $ 1,863,078 $ 4,497,235 $ 3,699,726
Access and toll service 3,539,117 3,546,759 7,374,438 6,868,097
Wireless communications and
other 6,601,619 5,089,508 12,881,777 8,766,629
------------- ------------- ------------- ------------
12,460,684 10,499,345 24,753,450 19,334,452
------------- ------------- ------------- ------------
Operating expenses
Maintenance and support 2,242,499 2,118,628 4,589,905 3,822,405
Depreciation 1,655,363 1,465,690 3,227,022 2,823,898
Amortization 242,564 107,770 484,432 237,611
Customer operations 2,761,002 2,361,479 5,508,284 4,179,210
Corporate operations 1,179,917 1,222,510 2,388,838 2,418,155
Taxes other than income 189,767 179,877 412,017 363,047
------------- ------------- ------------- ------------
8,271,112 7,455,954 16,610,498 13,844,326
------------- ------------- ------------- ------------
Operating income 4,189,572 3,043,391 8,142,952 5,490,126
Other expenses,
principally interest 411,325 388,941 747,875 679,307
Interest and
dividend income 158,913 178,274 302,888 336,620
Gain on sale of investment - 10,838 - 926,702
------------- ------------- ------------- ------------
Income before income taxes
and minority interests 3,937,160 2,843,562 7,697,965 6,074,141
Income taxes 1,465,960 1,007,898 2,875,569 2,160,440
------------- ------------- ------------- ------------
Income before minority interests 2,471,200 1,835,664 4,822,396 3,913,701
Minority interests ( 139,186) ( 130,043) ( 184,263) ( 228,744)
------------- ------------- ------------- -------------
Net income $ 2,332,014 $ 1,705,621 $ 4,638,133 $ 3,684,957
============= ============= ============= ============
Net income per share:
Income before minority
interests $ 0.189 $ 0.144 $ 0.369 $ 0.307
Minority interests ( 0.010) ( 0.010) ( 0.014) ( 0.018)
------------- ------------- ------------- -------------
Net income per share $ 0.179 $ 0.134 $ 0.355 $ 0.289
============= ============= ============= ============
Weighted average shares
outstanding 13,043,727 12,765,171 13,047,652 12,751,649
============= ============= ============= ============
Cash dividends per share $ 0.098 $ 0.09475 $ 0.196 $ 0.18950
============= ============= ============= ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
CFW COMMUNICATIONS COMPANY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------------------------------
June 30, June 30,
1996 1995
------------- ------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,638,133 $ 3,684,957
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 3,711,454 3,061,509
Deferred taxes and tax credit
amortization 288,031 ( 64,648)
Retirement benefits other than
pensions 293,485 312,243
Other 121,602 ( 150,778)
Distributions received from
investments 155,141 -
Share of equity investees income ( 351,383) -
Minority interests 38,508 57,267
Gain on sale of investment - ( 926,702)
Changes in assets and liabilities
from operations:
(Increase) decrease in accounts
receivable 73,609 ( 2,184,358)
Increase in materials
and supplies ( 9,590) ( 92,104)
(Increase) decrease in other
current assets ( 109,101) 966,777
Decrease in accounts payable ( 1,697,484) ( 2,303,844)
Increase in other accrued
liabilities 1,013,149 1,025,344
Increase in other current liabilities 367,587 780,058
------------- ------------
Net cash provided by operating activities 8,533,141 4,165,721
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment ( 7,012,081) ( 4,284,322)
Cash flows from securities and
investments 735,308 2,148,275
------------- ------------
Net cash used in investing activities ( 6,276,773) ( 2,136,047)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Stock redeemed ( 175,313) ( 2,509,625)
Cash dividends ( 2,543,459) ( 2,397,826)
Other, net 137 205,324
------------- ------------
Net cash used in financing
activities ( 2,718,635) ( 4,702,127)
------------- -------------
Decrease in cash and cash equivalents: ( 462,267) ( 2,672,453)
Cash and cash equivalents:
Beginning 5,264,986 8,558,886
------------- ------------
Ending $ 4,802,719 $ 5,886,433
============= ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
CFW COMMUNICATIONS COMPANY
Notes To Condensed Consolidated Financial Statements
(1) In the opinion of the Company, the accompanying condensed consolidated
financial statements which are unaudited, except for the condensed
consolidated balance sheet dated December 31, 1995, contain all
adjustments (consisting of only normal recurring accruals) necessary to
present fairly the financial position as of June 30, 1996 and December
31, 1995 and the results of operations and cash flows for the six months
ended June 30, 1996 and 1995.
(2) The results of operations for the three and six months ended June 30,
1996 and 1995 are not necessarily indicative of the results to be
expected for the full year.
(3) The Company has currently outstanding 321,896 options to acquire shares
of common stock, of which 177,172 are currently exercisable.
The earnings per common share were computed on the weighted average
number of shares outstanding. The common stock equivalents resulting
from the options mentioned in the preceding paragraph have been included
in the computation as outstanding shares.
(4) Decrease in common shares is due to shares purchased by the Company
under a plan approved by the Board of Directors authorizing up to
230,000 shares to be purchased. The decrease is partially offset by
issuances of common stock pursuant to the Company's stock option plan.
(5) In April, 1996 the Company announced that the Virginia PCS Alliance,
L.C. (Alliance), a consortium of ten independent telephone companies,
had signed an agreement to acquire from PCS PrimeCo, L.P. a portion of
its 30 MHz personal communication services (PCS) radio spectrum license
covering the central and western portions of Virginia. In July, 1996 the
Federal Communications Commission (FCC) approved the transfer of the
partitioned license to the Alliance. The Alliance anticipates closing on
the acquisition of the partitioned license during the third quarter. The
acquisition price for the partitioned license is approximately $16
million.
In May, 1996 the FCC announced the conclusion of the Block "C" auction
of the 30 MHz PCS radio spectrum licenses. The Alliance was the high
bidder for 30 MHz PCS radio spectrum license for the Charlottesville and
Winchester Basic Trading Areas (BTAs) for a net purchase price of
approximately $12 million. In August, 1996 the FCC approved the transfer
of these licenses to the Alliance.
The Company anticipates that before year end, the Company will make an
investment of approximately $5 million in the Alliance in exchange for
common and convertible preferred stock interests. The Company will
account for its investment in the Alliance under the equity method of
accounting. The Company has guaranteed a short term loan on behalf of
the Alliance and also anticipates providing additional support to the
Alliance in the form of guarantees of a portion of the Alliance's debt
or commitments to contribute additional capital pursuant to capital
calls to the Alliance partners.
7
CFW COMMUNICATIONS COMPANY
Item 2. Management's Discussion And Analysis
Of Financial Conditions And Results Of Operations
Three and Six Months Ended June 30, 1996 and 1995
OVERVIEW
The Company provides wireline services, such as local telephone
exchange, long distance and cable television services; wireless services, such
as cellular telephone, cable television and paging services; and directory
assistance services. The Company also provides other telecommunications related
services, such as directory advertising, security alarm monitoring and billing
and collection services.
The Company derives the majority of its revenues from charges to
customers for use of the Company's wireline and wireless network, including:
telephone revenues derived from local service and toll access charges; network
service revenues from charges to long distance and other carriers for use of the
Company's fiber optic network; cellular monthly service charges, including
roaming and long distance charges and equipment sales; cable television revenues
from installation charges and monthly subscription fees, including basic service
charges and charges for premium channels; directory assistance revenues from
providing long distance directory listings for a four state region; and various
other revenues from services such as directory advertising sales, paging and
enhanced services such as call waiting and caller identification. The Company's
expenses come primarily from the maintenance and support of its local exchange
and interexchange network and its cellular and cable television facilities, its
directory assistance support, and general and administrative expenses.
Historically, the Company has derived most of its revenues from its base
local exchange telephone business. However, as a result of the Company's
increasing focus on wireless telecommunications and other competitive
communications related businesses, more than 50% of the Company's revenues and a
larger percentage of operating cash flow is being generated by businesses other
than local exchange. (Operating cash flow is defined as operating income before
depreciation and amortization.) Accordingly, management believes operating cash
flow is a meaningful indicator of the Company's performance. Operating cash flow
is commonly used in the wireless telecommunications industry and by financial
analysts and others who follow the industry to measure operating performance.
Operating cash flow for second quarter 1996 was $6.1 million, a 31.9%
increase over second quarter 1995 operating cash flow of $4.6 million. Operating
cash flow for the six months ended June 30, 1996 was $11.9 million, a 38.6%
increase over the $8.6 million for the prior year's comparable period. These
results reflect continued growth in access and toll minutes and cellular and
wireless cable customer growth of 43% and 20%, respectively, over the same
period last year, coupled with the nonrecurrence of heavy start-up costs
incurred in 1995 related to launching directory assistance and expansion of
wireless cable.
OPERATING REVENUES
Total operating revenues increased $2.0 million or 18.7% for the three
months ended June 30, 1996 and $5.4 million or 28% for the six months then ended
as compared to the same periods in 1995. Revenues from the Company's telephone
operations, which include local and access and toll service revenues, increased
$449,200 or 8.3% for the three months ended June 30, 1996 and $1.3 million or
12.3% for the six month period then ended as compared to the same time periods
for 1995. Revenues from the Company's wireless communications and other
operations, which include cellular, directory advertising, billing and
collection, wireless cable, fiber optic leases, directory assistance, sales and
lease of equipment and other miscellaneous revenues, increased $1.5 million or
29.7% for the three months and $4.1 or 46.9% for the six months ended June 30,
1996.
TELEPHONE REVENUES
Local service revenues increased $456,900 or 24.5% and $797,500 or 21.6%
for the three and six months ended June 30, 1996. The January, 1996
implementation of an extended area calling plan for Waynesboro customers, which
enables local calling or reduced percall charges to an extended area, accounted
for $330,300 of the three month increase and $569,000 of the six month increase
in local service revenues. Revenues from toll minutes for calling to the
extended area were classified as access and toll revenues in 1995.
8
CFW COMMUNICATIONS COMPANY
Item 2. Management's Discussion And Analysis
Of Financial Conditions And Results Of Operations
Continued
Other factors contributing to the increase were increased access lines, service
connection charges, and demand for custom calling features, such as call
waiting, call forwarding and caller identification. The Company has not had a
general telephone rate increase since November 1, 1981.
Access and toll service revenues remained constant for the three months
ended June 30, 1996 and increased $506,300 or 7.4% for the six month period as
compared to 1995. Changes in three and six month revenues were due in part to
increases in minutes of use, offset, as noted above, by classification of
revenues from the extended area calling plan as local services revenues in 1996.
Additional access revenues were also realized due to the Company's exit in July,
1995 from the National Exchange Carrier Association's (NECA's) average schedule
interstate access revenue pool in favor of billing its own interstate access
rates to interexchange carriers and retaining the revenues.
WIRELESS COMMUNICATIONS AND OTHER REVENUES
Directory assistance service, which became operational late in the first
quarter of 1995, generated an additional $522,700 or 46% in revenues for the
second quarter of 1996 as compared to the same period for 1995 and an increase
of $2.1 million or 167.7% for the six months ended June 30, 1996. Cellular
revenues, including access, airtime and roaming charges, increased by $324,800
or 21.5% and $501,300 or 17.2% for the three and six month periods ended June
30, 1996. These increases are primarily due to a 43% growth in the RSA6 cellular
customer base over the first six months of 1995. Wireless cable customer growth
of 20% is responsible for $71,300 of the three month revenue increase and
$185,700 of the six month increase in wireless communications and other
operations for the periods ended June 30, 1996. The cable customer growth
reflects continued penetration in the Charlottesville and Shenandoah Valley
markets and commencement of wireless cable services in the Richmond market in
December, 1995. Revenues from wireline cable, which was acquired during June,
1995, contributed an additional $302,800 for the second quarter 1996 and
$682,100 for the six months ended June 30, 1996. Revenues from leased fiber
optic capacity increased $155,000 or 22.6% and $322,700 or 24.1% for the three
and six months ended June 30, 1996 primarily due to a 28% increase in DS-3's
leased.
OPERATING EXPENSES
Operating expenses increased $815,200 or 10.9% for the three month
period ended June 30, 1996 and $2.8 million or 20% for the six months then ended
as compared to the same time periods in 1995. Depreciation and amortization
expense increased $324,500 and $649,900 for the three and six months ended June
30, 1996 as a result of capital additions and the June, 1995 wireline cable
acquisition. Cellular operating expenses increased $263,000 or 48% and $619,000
or 55% for the three and six months ended June 30, 1996, primarily due to a 43%
year over year customer growth. Commissions paid for the sale of cellular phones
and services increased $109,200 or 86.6% due to a 59% increase in phones sold
for second quarter 1996 compared to second quarter 1995. During the six month
period ended June 30, 1996, commissions paid for the sale of cellular phones
increased $166,000 or 106% due to a 90% increase in phones sold compared to
1995. Wireline cable operating expenses, excluding depreciation and
amortization, increased $159,100 for the three months ended June 30, 1996 and
$331,600 for the six months then ended as compared to the same periods for 1995,
reflecting the Company ownership since June, 1995.
As a percentage of total operating revenues, total operating expenses
decreased from 71.0% to 66.4% for the three months and 71.6% to 67.1% for the
six months ended June 30, 1996. Continued operating efficiencies in directory
assistance operations, since its start-up in early 1995, have contributed to
reduced staffing levels and improved operating margins.
MAINTENANCE AND SUPPORT EXPENSE
Maintenance and support expense, which includes property and equipment
maintenance, general engineering and general administration of plant operations,
increased $123,900 or 5.8% for the three months ended June 30, 1996 and $767,500
or 20.1% for the six months then ended. These increases are primarily
attributable to Company growth and property and equipment expansion offset by a
reduction in leased facility access charges.
9
CFW COMMUNICATIONS COMPANY
Item 2. Management's Discussion And Analysis
Of Financial Conditions And Results Of Operations
Continued
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense increased $324,500 or 20.6% and
$649,900 or 21.2% for the three and six month periods ended June 30, 1996. This
increase was due to commencement of wireless cable services in Richmond in
December, 1995 and the June, 1995 acquisition of a wireline cable operation.
Property and equipment additions to meet continuing customer growth have also
contributed to this increase.
CUSTOMER OPERATIONS EXPENSE
Customer operations expense, which includes marketing, product
management, product advertising, sales, publication of a regional telephone
directory, customer services, directory assistance services and local directory
services increased $399,500 or 16.9% and $1.3 million or 31.8% for the three and
six month periods, reflecting an increase in staffing for cellular and cable and
additional sales commissions, primarily related to sales of cellular phones and
service. In addition, the new directory assistance service, which became fully
operational in June, 1995, added $439,700 during the six months ended June 30,
1996 as compared to 1995.
CORPORATE OPERATIONS EXPENSE
Corporate operations expense, such as executive, planning, accounting,
external relations, legal, purchasing, information management, human resources
and other general and administrative expenses decreased $42,600 or 3.5% for the
three month period and $29,300 or 1.2% for the six months ended June 30, 1996.
TAXES, OTHER THAN INCOME
Taxes, other than income, which include property and special assessment
taxes, increased $9,900 or 5.5% for the three month period ended June 30, 1996,
and $49,000 or 13.5% for the six month period as a result of taxes on additional
property and equipment.
OTHER EXPENSES, PRINCIPALLY INTEREST
Other expenses, principally interest, increased $22,400 or 5.8% and
$68,600 or 10.1% for the three and six months ended June 30, 1996. These
increases are primarily attributable to loss on sale of a security and
investment offset by an increase in capitalized interest due to additional
construction activity during 1996.
INTEREST AND DIVIDEND INCOME
Interest and dividend income decreased $19,400 or 10.9% for the three
months ended June 30, 1996 and $33,700 or 10% for the six month period. These
decreases are a result of cash expenditures for capital expansion.
GAIN ON SALE OF INVESTMENT
In the first quarter of 1995 the Company sold its Virginia MetroTel,
Inc. investment in exchange for $65,600 and stock of the acquiring company which
is publicly traded on a national exchange. A gain of $787,600 resulted from the
sale. Stock of the acquiring company was sold for an additional gain of
$128,300.
INCOME TAXES
Income taxes increased $458,100 for the second quarter of 1996 as
compared to the same period in 1995. Income taxes for the six month period ended
June 30, 1996 increased $715,100 or 33.1%. These increases are due to an
increase in taxable income from operations. The effective rate for 1996 is 38.3%
as compared to 37% for 1995. Additional non-deductible goodwill amortization
related to business acquisitions is the primary reason for the increased
effective tax rate.
10
CFW COMMUNICATIONS COMPANY
Item 2. Management's Discussion And Analysis
Of Financial Conditions And Results Of Operations
Continued
MINORITY INTERESTS
Minority interests increased $9,100 or 7% for the three month period,
reflecting continued growth of cellular customers. Minority interests for the
six month period decreased $44,500 or 19.4% reflecting higher commission and
related expenses associated with a greater number of phones sold for cellular
operations.
NET INCOME
Net income increased $626,400 or 36.7% for the three months ended June
30, 1996 and $953,200 or 25.9% for the six months then ended. Results for 1995
included a gain of $568,300 ($915,600 pre-tax) from the first quarter sale of an
investment. Excluding this gain, net income for the six months from operations
increased $1.5 million or 48.8%, reflecting strong growth in access and toll
minutes coupled with the nonrecurrence of heavy start-up costs incurred in 1995
related to launching directory assistance and expansion of wireless cable.
LIQUIDITY AND CAPITAL RESOURCES
In the six months ended June 30, 1996, net cash provided by operating
activities was $8.5 million. Principal changes in operating assets and
liabilities included a $45,100 increase in current assets and a $316,700
decrease in current liabilities. The decrease in current assets resulted from a
decrease in accounts receivable due primarily to collections on December
billings offset by an increase in material and supplies. Operating liabilities
decreased due to a decrease in accounts payable, primarily related to payments
on capital projects. The Company's investing activities included $7.0 million
for the purchase of property and equipment, including $526,400 for fiber
expansion related to competitive access services, $932,300 for improvements to
the wireline cable service, $1.5 million for expenditures related to equipment
for additional wireless cable subscribers, $434,100 for a computer systems
upgrade to the AS400, and $256,000 for additional AT&T 5ESS switching
capabilities. Net cash used in financing activities aggregated $2.7 million,
including $2.5 million used to pay dividends on outstanding capital stock, and
$175,300 used to retire common shares.
For the first six months of 1996, working capital decreased $673,400.
Capital expenditures for the remainder of the year are anticipated to be
approximately $14 million for market expansion of the wireless cable and fiber
optics systems and improvements to the wireline cable system. Before year end
the Company will also invest approximately $5 million in Virginia PCS Alliance,
L.C. (Alliance), a consortium of ten independent telephone companies, in
exchange for common and convertible preferred equity interests. The Company has
guaranteed a short term loan on behalf of the Alliance and also anticipates
providing additional support to the Alliance in the form of guarantees of a
portion of the Alliance's debt or commitments to contribute additional capital
pursuant to capital calls to the partners. During the third quarter of 1996, the
Company anticipates finalizing the terms and conditions of such support
concurrent with the Alliance's finalizing its debt and equity instruments
associated with its purchasing network equipment and licenses. Funds required
for the investment in and support of the Alliance, dividends, capital
expenditures, partnership contributions and annual interest payments on long
term debt are expected to be provided from available cash, cash generated from
operations and borrowings available under the Company's lines of credit.
11
CFW COMMUNICATIONS COMPANY
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes In Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission Of Matters To A Vote Of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits And Reports On Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K - None
12
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.
CFW COMMUNICATIONS COMPANY
s/ J. S. Quarforth
----------------------------------
J. S. Quarforth, President
August 8, 1996 and Chief Executive Officer
s/ C. S. Smith
----------------------------------
C. S. Smith, V P - Administration,
August 8, 1996 Treasurer and Secretary
s/ M. B. Moneymaker
----------------------------------
M. B. Moneymaker
August 8, 1996 Vice President - Finance
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,802,719
<SECURITIES> 0
<RECEIVABLES> 8,713,477
<ALLOWANCES> 0
<INVENTORY> 1,990,427
<CURRENT-ASSETS> 15,833,368
<PP&E> 118,733,154
<DEPRECIATION> 33,979,377
<TOTAL-ASSETS> 143,879,617
<CURRENT-LIABILITIES> 10,808,012
<BONDS> 20,000,000
0
0
<COMMON> 43,355,988
<OTHER-SE> 46,746,623
<TOTAL-LIABILITY-AND-EQUITY> 143,879,617
<SALES> 0
<TOTAL-REVENUES> 24,753,450
<CGS> 0
<TOTAL-COSTS> 16,610,498
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 444,987
<INCOME-PRETAX> 7,697,965
<INCOME-TAX> 2,875,569
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<NET-INCOME> 4,638,133
<EPS-PRIMARY> 0.355
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</TABLE>
