SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
___ (Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
(FEE REQUIRED)
For fiscal year ended December 31, 1996
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OR
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___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the transition period from _______ to ____________________________________
Commission file number: 0-16751
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CFW COMMUNICATIONS COMPANY
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Virginia 54-1443350
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(State or other jurisdiction of (I. R. S. employer
incorporation or organization) identification number)
P. O. Box 1990, Waynesboro, Virginia 22980
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 540-946-3500
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, no par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
------ ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 24, 1997; $258,268,548. (In determining this figure,
the registrant has assumed that all of its directors and executive officers are
affiliates. Such assumption shall not be deemed conclusive for any other
purpose. The aggregate market value has been computed based upon the average of
the bid and asked prices as of February 24, 1997.)
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 February 24, 1997 12,980,212 shares
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DOCUMENTS INCORPORATED BY REFERENCE
Information from the following documents has been incorporated by
reference in this report:
--- Annual Report to Shareholders for year ended December 31, 1996
PARTS I AND II
--- Proxy Statement for 1997 Annual Meeting of Shareholders - PARTS I AND
III
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
PART I
Item 1. BUSINESS
CFW Communications Company ("CFW" or the "Company") is a
diversified communications company that provides a broad
range of communications products and services to business
and residential customers in Virginia through six
operating divisions. The Company's products and services
include local telephone, cellular and paging, wireless and
wireline cable television, directory assistance,
competitive access, local internet access, and alarm
monitoring and installation.
The Company's business strategy is to be a regional,
integrated, full-service provider of voice, data and video
communications products and services to customers within
an expanding service area. The principal components of the
Company's strategy include (i) offering a full range of
communications products and services; (ii) focusing on
wireless communications and other higher growth products
and services; (iii) continuing its tradition of delivering
high quality service to its customers; and (iv) expanding
its geographic presence throughout Virginia and
surrounding states.
Through its subsidiary, CFW Telephone Inc., the Company
provides wireline services such as local exchange and
telephone service to approximately 28,000 customers in the
cities of Waynesboro, Clifton Forge and Covington,
Virginia, and the surrounding counties, and maintains
approximately 34,000 access lines throughout its assigned
territory.
In addition to its local telephone operations, the
Company, through its wireline subsidiary, CFW Network
Inc., owns and operates over 450 miles of fiber optic
cable in Western and Central Virginia, using
state-of-the-art electronics, thus establishing a regional
backbone for the rapid deployment of broadband services
beyond traditional franchise boundaries. During 1996 CFW
became certified by the State Corporation Commission to
provide local telephone services to an eleven county
region in the central and western portions of Virginia.
Having already constructed competitive access networks in
Harrisonburg and Charlottesville, Virginia, and with other
markets planned within the region, CFW Network Inc. is
positioned to offer local telephone and long distance
service. CFW Network Inc. also leases capacity on this
network to long distance carriers. Continued expansion and
enhancement of the network infrastructure is a key element
in the strategic plan to provide a regional platform for
the deployment of new services such as Personal
Communications Services (PCS).
The Company through its wireline subsidiary, CFW Cable of
Virginia Inc., purchased the Alleghany County system from
Sammons Communications Company, Inc. in mid year 1995. CFW
Cable of Virginia Inc. operates a traditional coaxial
cable system and services 7,000 customers in Alleghany
County, Virginia. During
3
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
1996, the Company completed the rebuild and expansion of
this wireline system to a state-of-the-art hybrid fiber
coaxial (HFC) network with 750 MHZ of capacity. This
upgrade provides better signal quality, expands the number
of channels and includes additional premium channels. This
new HFC network provides the infrastructure for the
Company to offer high speed modems for service such as
Internet and allows the Company to offer voice, data and
video over a single wireline network.
The Company also currently provides wireless
communications products and services such as cellular,
paging and cable. Through its CFW Cellular Inc.
subsidiary, the Company owns approximately 76% of, and is
the general partner in, a limited partnership that
provides cellular service in Virginia RSA6, a cellular
geographic area in Western Virginia covering a population
of approximately 200,000 and 75 miles of interstate
highway. The Company also is a limited partner in the
partnerships providing cellular service in the Roanoke MSA
and Virginia RSA5, in which it has a 30% and a 22%
interest, respectively. In late 1996 the Company entered
an agreement to sell its 30% limited interest in the
Roanoke MSA cellular partnership to GTE Wireless (GTE) for
approximately $6.6 million. The Company also agreed to
acquire from GTE its 10% limited interest in the Virginia
RSA6 cellular partnership for approximately $1.3 million.
Additional information regarding this transaction is
included in Note 11, page 29 of the Annual Report of CFW
Communications Company to its shareholders for the year
ended December 31, 1996, and is incorporated herein by
reference.
Through a combination of acquisitions involving the
Virginia PCS Alliance, LC. (Alliance) and a joint venture
with R&B Communications, Inc. (R&B), the Company has
acquired radio frequency spectrum licenses for PCS for a
contiguous area encompassing a population of five million,
which includes Central and Western Virginia, most of West
Virginia, and parts of Kentucky, Maryland, Ohio,
Pennsylvania, and Tennessee. As managing partner of the
Alliance, the Company is actively building a PCS system.
The Company expects to begin offering PCS services in the
second half of 1997 to new service areas including
Roanoke, Lynchburg, Charlottesville, Staunton, Waynesboro,
Harrisonburg, Winchester, Danville and Martinsville,
Virginia.
Through its subsidiary, CFW Cable Inc., the Company owns
and operates wireless cable systems in the
Charlottesville, Shenandoah Valley and Richmond, Virginia
markets. These systems currently provide wireless cable
service to over 11,000 customers. The Richmond system
utilizes a new decoder technology which eliminates the
need for cable converter boxes thereby making it easier
for customers to use. Additional systems are planned to
provide services to the Winchester, Virginia/Martinsburg,
West Virginia area in the next eighteen months.
4
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
CFW Information Services Inc., provides operator based
information services. This subsidiary was established in
1994 and began operations in February 1995, providing
directory assistance services for AT&T customers
requesting phone numbers in the mid-Atlantic states. CFW
Information Services Inc. currently provides employment
for over 300 directory assistance positions through a
long-term agreement with AT&T, that created $6.4 million
of revenue during 1996 and has resulted in an expansion of
services in early 1997 which will increase call volume by
approximately 60%. The contract commenced on December 1,
1994 and has an initial term of five years.
These facilities can be leveraged to provide directory
assistance for other telecommunication companies, call
completion and other operator services.
The Company provides other communications services such as
those provided by its subsidiary, CFW Communications
Services Inc. which has become the central sales
organization for the Company. Through a contract with
Independent National Exchange Carrier's Association
Services, CFW Communications Services provides prepaid
calling and sales support material to independent
telephone companies across the United States.
Additionally, CFW Communications Services provides alarm
installation and monitoring services.
The Company also generates revenues from a variety of
other communications-related services. The Company
provides billing and collection services to long distance
carriers within the Company's local exchange and publishes
a regional telephone directory that is used by both its
customers and customers in neighboring local exchanges.
The percentage of total sales contributed by each class of
service is as follows:
1996 1995 1994
---- ---- ----
Wireline communications 65.0% 67.8% 79.8%
Wireless communications 18.0% 17.1% 16.6%
Directory assistance 12.8% 10.9% -
Other communications services 4.2% 4.2% 3.6%
Construction materials and equipment are furnished from
dependable suppliers. Delivery of materials and equipment
is being made on normal schedules. Programs have been
initiated by the registrant to conserve fuel and energy.
Regulations published by the Federal Energy Office give
high priority to telephone companies in the allocation of
fuel in the event of a shortage.
CFW Telephone Inc. holds a Certificate of Public
Convenience and Necessity granted by the State Corporation
Commission of Virginia to provide telephone services in
its certificated area. CFW
5
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
Telephone also holds franchises granted by the cities of
Clifton Forge, Covington and Waynesboro which expire in
2021 and the town of Iron Gate which expires in 2024.
These franchises grant CFW Telephone the right to place
its poles and wires in the respective jurisdictions.
CFW Network Inc. operates a fiber optic network which is
unique to the area it serves. It holds a Certificate of
Public Convenience and Necessity to provide interexchange
services anywhere within the Commonwealth of Virginia and
in 1996 was granted a Certificate of Public Convenience
and Necessity to provide local exchange telecommunications
services in all or parts of the following Virginia
counties: Albemarle, Amherst, Augusta, Bedford, Campbell,
Frederick, Nelson, Roanoke, Rockbridge, Rockingham, and
Shenandoah, and in the following Virginia cities: Roanoke,
Lynchburg, Salem, Charlottesville, Harrisonburg, Bedford,
Lexington, Staunton, Winchester, and Buena Vista. The
Company will compete with other local telephone companies.
CFW Cable of Virginia Inc. provides coaxial cable service
in primarily the same franchised area as CFW Telephone
provides local telephone service. Over-the-air
broadcasting, direct broadcast satellite service and other
satellite based services may compete with the Company's
wireline cable system.
CFW Cellular Inc. competes with one other entity who has
been selected to offer cellular services in Virginia RSA6
and will be competing with new PCS providers entering its
market. The new 100% digital wireless technology known as
PCS or Personal Communications Services is currently
available in some metropolitan markets and will be
available in the near future in the more rural markets.
PCS provides higher voice quality, longer battery life,
text messaging and more enhanced features than cellular.
PCS will initially compete with local telephone and
cellular providers through fixed wireline replacement and
limited mobility services.
CFW Cable Inc. has FCC licenses and lease arrangements
with FCC licensees to provide wireless cable service in
the Shenandoah Valley, Charlottesville, Richmond,
Lynchburg, Winchester, Virginia/Martinsburg, West Virginia
markets. Conventional cable television service and
over-the-air-broadcasting, direct broadcast satellite
service and other satellite-based services also may
compete with the Company's wireless cable television
operations.
In early 1996, Congress passed the Telecommunications Act
of 1996, aimed at increasing competition in
telecommunications services such as local telephone, cable
and long distance. The Company has developed a strategic
plan to capitalize on these opportunities and as
previously stated, are now certified by the State
Corporation Commission to provide local telephone services
to an eleven county region in the central and western
portions of
6
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
Virginia.
Seasonal effect on the business is not material. No
extended payment terms are made to customers. Orders for
installation of services are being filled on a current
basis. No material part of the business is done with the
Government. Research and development is performed by the
registrant's suppliers. For the years ended December 31,
1996, 1995 and 1994, AT&T accounted for 24%, 24% and 17%,
respectively, of the registrant's consolidated revenues.
These revenues primarily consisted of carrier access
charges for long distance services, billing and collection
services and directory assistance.
The Company believes that it is in compliance with
federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials
into the environment or otherwise relating to the
protection of the environment. The Company does not
anticipate any material effect on capital expenditures for
environmental control facilities at any time in the future
in order to maintain its compliance.
The Company employs 454 regular full-time and part-time
persons.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
The Company desires to take advantage of the new "safe
harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company wishes to caution readers
that the following important factors, among others, in
some cases have affected, and in the future could affect,
the Company's actual results and could cause the Company's
actual consolidated results for 1997 and beyond, to differ
materially from those expressed in any forward-looking
statements made by, or on behalf of, the Company:
moderating growth in demand for the Company's wireless
products; difficulties or delays in reaching profitability
in recently acquired businesses; ability to control costs,
including employee costs; start up costs of new
businesses; uncertain impact of new legislation which
could result in increased competition; industry
consolidation resulting in competition from companies with
greater resources; changes in technology resulting in
increased costs; nonrenewal of major contracts; and
achievement of buildout, operational, and marketing plans
relating to deployment of PCS services.
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
Name Office Age
---- ------ ---
<S> <C>
J. S. Quarforth President and Chief Executive Officer 42
C. A. Rosberg Senior Vice President 44
D. R. Maccarelli Senior Vice President 44
J. W. Brownlee Vice President - Telephone Operations 56
</TABLE>
7
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
EXECUTIVE OFFICERS OF THE COMPANY - Continued
<TABLE>
<CAPTION>
Name Office Age
---- ------ ---
<S> <C>
C. S. Smith Vice President - Administration,
Treasurer and Secretary 36
M. B. Moneymaker Vice President - Finance 39
W. C. Catlett Vice President - Strategy and
Business Development 37
</TABLE>
Information for Mr. Quarforth and Mr. Rosberg is included
under the heading "Election of Directors" in the Proxy
Statement of the registrant for its 1997 Annual Meeting of
Shareholders and is incorporated herein by reference.
Mr. Maccarelli became Senior Vice President in January
1994 after serving as Vice President - Network Services
since January 1993. Previously, he served in the following
capacities for Bell Atlantic Corporation: as Director of
Fast Packet Services from April 1992 until December 1992;
as Director of Business Development from January 1992
until April 1992; and as Director of Network Planning from
December 1988 until January 1992.
Mr. Brownlee became Vice President - Telephone Operations
in January 1989 after serving as Outside Plant Engineering
and Construction Manager from October 1978 until January
1989.
Ms. Smith became Vice President - Administration,
Treasurer and Secretary in May 1995 after serving as Vice
President - Finance, Treasurer and Secretary since January
1994. Previously, she served as Controller from May 1989
until January 1994.
Mr. Moneymaker became Vice President - Finance in October
1995. Previously he was a Senior Manager for Ernst and
Young from October 1989 until October 1995.
Mr. Catlett became Vice President - Strategy and Business
Development in January 1997 after serving as Director of
Business Development since January 1994. Previously, he
served as Planning and Regulatory Manager from April 1992
until January 1994 and Revenue Requirements Manager from
May 1990 until April 1992.
Item 2. PROPERTIES
The Company owns its four exchange buildings and all
equipment therein in the cities of Clifton Forge,
Covington and Waynesboro and the rural community of Potts
Creek. The Company also owns a plant service center
building located approximately one mile from
8
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
the Waynesboro and Covington exchange buildings. The
Company owns its corporate headquarters building located
in Waynesboro, Virginia. Additionally, the Company owns
two 15,700 square feet directory service centers, one
located in Clifton Forge, Virginia and the other located
in Waynesboro, Virginia. The Company is currently
constructing a 14,400 square foot building located
adjacent to its directory service center in Waynesboro,
Virginia for purposes of housing its main PCS operations.
The anticipated date of completion is July 1997. All
buildings are of masonry construction and are in good
condition.
Item 3. LEGAL PROCEEDINGS
Through its acquisition of American Quality Cable
Corporation and its operating subsidiary Charlottesville
Quality Cable Operating Company ("CQCOC") in January 1994,
the Company assumed certain litigation matters, which
involved disputes with Adelphia Cable over the termination
of Adelphia's television access rights to certain
apartment buildings in Charlottesville, the use of certain
cable equipment within the buildings and the legitimacy of
certain revenue-sharing arrangements with property
management and/or entities related to property ownership
under Virginia statutory law. In August 1994, the United
States District Court for the Western District of Virginia
issued a ruling in connection with one of these litigation
matters, resolving certain claims against CQCOC, including
the imposition of monetary damages. This ruling was
affirmed by the United States Court of Appeals for the
Fourth Circuit in September 1995. The ruling did not have
a material adverse effect on the Company's results of
operations, financial condition or liquidity.
In connection with the final litigation matter, in
September 1995, the United States District Court for the
Western District of Virginia entered an Order of Partial
Judgment against CQCOC, and others, following a trial
before the United States Magistrate Judge for the
District. The Court awarded damages against CQCOC, jointly
and severally with others, plus attorneys' fees. The
Company filed an appeal of this ruling to the United
States Court of Appeals for the Fourth Circuit. Oral
argument was held in January 1997. In March 1997 the
United States Court of Appeals affirmed the United States
District Court's ruling on all items except punitive
damages. The ruling will not have a material adverse
effect on the Company's results of operations, financial
condition or liquidity.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security
holders during the quarter ending December 31, 1996.
9
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Company is listed in the Nasdaq
National Market. The number of registered shareholders
totaled 2,883 as of December 31, 1996, a decrease of six
since December 31, 1995. The range of bid prices for the
two most recent fiscal years is included in a table under
the heading "Quarterly Review" on Page 31 of the Annual
Report of CFW Communications Company to its shareholders
for the year ended December 31, 1996 and is incorporated
herein by reference. The regular cash dividend paid for
each quarter of 1996 and 1995 was $0.098 and $0.09475,
respectively, totaling $0.392 and $0.379.
The Company's 7.26% unsecured senior notes contain
restrictive covenants including restrictions relating to
the payment of dividends. Pursuant to the restrictions of
the senior notes, approximately $2,100,000 of the
Company's consolidated retained earnings were available
for the payment of dividends at December 31, 1996.
Item 6. SELECTED FINANCIAL DATA
The information included under the heading "Selected
Financial Data and Five Year Growth Comparison" on Page 31
of the Annual Report of CFW Communications Company to its
shareholders for the year ended December 31, 1996 is
incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The "Management's Discussion and Analysis" found on Pages
14 through 16 of the Annual Report of CFW Communications
Company to its shareholders for the year ended December
31, 1996 is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated herein
by reference to the Annual Report of CFW Communications
Company to its shareholders for the year ended December
31, 1996 as follows:
Financial statements and Independent Auditor's Report
found on Pages 17 through 30.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
10
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information included under the heading "Election of
Directors" in the definitive Proxy Statement of the
registrant for its 1997 Annual Meeting of Shareholders is
incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information included under the heading "Summary
Compensation Tables" in the definitive Proxy Statement of
the registrant for its 1997 Annual Meeting of Shareholders
is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information included under the heading "Election of
Directors" in the definitive Proxy Statement of the
registrant for its 1997 Annual Meeting of Shareholders is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information included under the heading "Election of
Directors" in the definitive Proxy Statement of the
registrant for its 1997 Annual Meeting of Shareholders is
incorporated herein by reference.
11
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. Financial Statements
The following financial statements of CFW Communications Company
are incorporated by reference in Part II, Item 8 of this FORM
10-K:
Consolidated Balance Sheets at December 31, 1996, 1995, and 1994.
Consolidated Statements of Income for the years ended December 31,
1996, 1995, and 1994.
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1996, 1995, and 1994.
Consolidated Statements of Cash Flows for the years ended December
31, 1996, 1995, and 1994.
Notes to Consolidated Financial Statements.
Independent Auditor's Report.
2. Exhibits
( 3) Articles of Incorporation and Bylaws, including all
amendments thereto, are incorporated by reference to
Form 10-K, Exhibit 3, of CFW Communications Company
dated March 11, 1996.
( 4) Original Note Agreement dated as of January 1, 1993
for $20,000,000 7.26% senior notes due January 1,
2008 is incorporated herein by reference to Form
10-K, Exhibit 4, of CFW Communications Company dated
March 24, 1993.
(10) The previously filed 1988 Stock Option plan is
incorporated herein by reference to the Company's
Registration Statement on Form S-4. (Regis. No.
33-20201) Annex IV.*
(13) Annual Report of CFW Communications Company to its
shareholders for the year ended December 31, 1996
(See Note 1).
(21) Subsidiaries of the registrant.
(23) Consent of McGladrey and Pullen, LLP.
(27) Financial Data Schedule
12
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
Note 1. With the exception of the information incorporated in this Form
10-K by reference thereto, the Annual Report shall not be deemed "filed"
as part of this Form 10-K.
* Compensatory plan or arrangement required to be filed
as an exhibit to this report pursuant to item 14(C)
of Form 10-K.
(b) Reports on Form 8-K.
There were no reports on Form 8-K for the three months ended
December 31, 1996.
13
<PAGE>
CFW COMMUNICATIONS COMPANY FORM 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Dated: March 24, 1997
By s/ J. S. Quarforth
---------------------------------
J. S. Quarforth, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
<TABLE>
<S> <C>
s/ R. S. Yeago, Jr. Chairman of the Board,
- --------------------------- and Director March 24, 1997
R. S. Yeago, Jr.
President and
s/ J. S. Quarforth Chief Executive Officer, March 24, 1997
- --------------------------- and Director
J. S. Quarforth
s/ C. A. Rosberg Senior Vice President,
- --------------------------- and Director March 24, 1997
C. A. Rosberg
s/ M. E. Yeago Director March 24, 1997
- ---------------------------
M. E. Yeago
s/ C. P. Barger Director March 24, 1997
- ---------------------------
C. P. Barger
s/ W. W. Gibbs, V Director March 24, 1997
- ---------------------------
W. W. Gibbs, V
s/ J. B. Mitchell, Sr. Director March 24, 1997
- ---------------------------
J. B. Mitchell, Sr.
s/ C. W. McNeely, III Director March 24, 1997
- ---------------------------
C. W. McNeely, III
s/ J. N. Neff Director March 24, 1997
- ---------------------------
J. N. Neff
Vice President-Administration,
s/ C. S. Smith Treasurer and Secretary March 24, 1997
- ---------------------------
C. S. Smith
s/ M. B. Moneymaker Vice President-Finance March 24, 1997
- ---------------------------
M. B. Moneymaker
</TABLE>
15
Exhibit 13
<PAGE>
Exhibit 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
CFW Communications Company ("CFW" or the "Company") is a diversified
communications company providing a broad range of products and services to
business and residential customers in Virginia. These communications products
and services include local telephone, cellular and paging, wireless and wireline
cable television, directory assistance, competitive access, local Internet
access, and alarm monitoring and installation.
The Company's strategy is to be a regional full-service provider of
communications products and services to customers within an expanding service
area. The Company has implemented this strategy through acquisitions,
investments in spectrum licenses and internal growth through capital investment.
In addition, the Company has leveraged its existing switching platform and fiber
optic network by introducing new services such as long distance directory
assistance, cable television, local Internet access, and various enhanced
services such as Call Waiting and Caller Identification. These activities have
contributed to considerable growth in the Company's operating revenues.
As a result of the Company's increasing focus on and growth in wireless
communications and other competitive communications related businesses, a larger
percentage of the Company's operating revenues and operating cash flows
(operating cash flow is defined as operating income before depreciation and
amortization) are being generated by businesses other than the mature telephone
operations. Accordingly, management believes operating cash flow is a meaningful
indicator of the Company's performance. Operating cash flow is commonly used in
the wireless communications industry and by financial analysts and others who
follow the industry to measure operating performance.
In 1996, the Company took another major stride in implementing its strategy by
making significant investments for future expansion of its wireless mobile
communications business. Through the Virginia PCS Alliance, L.C. ("Alliance")
and other PCS joint ventures, the Company has acquired radio spectrum licenses
for personal communications services ("PCS") for markets with an aggregate
population of five million people. These licenses will enable the Company to
deploy PCS services in central and western Virginia, West Virginia and parts of
Maryland, Ohio, Pennsylvania, Kentucky and Tennessee. The Company is actively
building a PCS network for the Alliance which is expected to provide PCS
services to a 1.6 million populated area in central and western Virginia. The
Company expects to commence PCS services in this initial service area during the
second half of 1997. The Company plans to commence construction of the PCS
networks for the remaining markets once the FCC grants the licenses, currently
anticipated by mid-1997.
In 1997, management expects continued proportionate growth in revenue, operating
cash flows and operating income from its current consolidated operations.
However, the recent trend of lower operating margins due to start-up costs of
newer businesses is expected to continue. The Company's recognition of its
proportionate share of losses associated with the start-up of the Alliance and
other PCS joint ventures is expected to offset net income growth from
consolidated operations and reduce net income as a percent of revenue. These
losses are expected to continue to grow until build-out is completed and a
sufficient customer base is established.
The Company wishes to caution readers that these forward-looking statements and
any other forward-looking statements made by the Company are based on a number
of assumptions including, but not limited to, continuation of economic growth
and demand for wireless and wireline communications services; continuation of
current level of services for certain material customers; reform initiatives
being considered by the FCC being relatively revenue neutral; significant
competition in the Company's telephone service area not emerging in 1997; and
achievement of build-out, operational, and marketing plans relating to
deployment of PCS services. Any significant deviations from these assumptions
could cause actual results to differ materially from those in the above and
other forward-looking statements.
RESULTS OF OPERATIONS
SUMMARY - The Company reported net income for 1996 of $9.5 million, or $0.73 per
share, a 12% increase over net income for 1995 of $8.5 million, or $0.66 per
share. Growth from telephone and managed cellular operations, coupled with 1996
earnings from directory assistance operations, which incurred significant
start-up losses in 1995, accounted for the majority of the increase. Results for
1995 included a gain of $0.9 million ($0.6 million after-tax; $0.045 per share)
from the sale of an investment. Excluding this gain, net income for 1996 rose
$1.6 million, or 21%, over 1995.
Operating cash flow was $23.8 million in 1996, a 20% increase over operating
cash flow results of $19.9 million in 1995. This reflects increases from
telephone operations of $1.9 million, primarily from increases in access and
toll minutes, and $0.3 million from managed cellular operations, primarily from
14
<PAGE>
customer growth of 46% in 1996 and 40% in 1995, coupled with a $1.2 million
contribution in 1996 from directory assistance operations which reported a cash
flow loss of $0.9 million in 1995, its first year of operations.
OPERATING REVENUES - Total operating revenues were $49.9 million, an increase of
$6.9 million, or 16% over 1995 ($10.9 million, or 34% increase in 1995 over
1994). The increases were primarily attributable to growth in toll and access
minutes of use, access lines and calling features, growth in cellular and
wireless cable customers, 46% and 38% (40% and 24% growth in 1995 over 1994)
respectively, and commencement of directory assistance services in 1995.
Wireline revenues include telephone revenues, fiber optic network usage and
wireline cable revenues. Telephone revenues, which include local service, access
and toll service, directory advertising and calling feature revenues were $27.4
million, an increase of $1.8 million, or 7%, over 1995. Telephone revenues
increased 11%, or $2.4 million, for 1995 over 1994. These increases were
primarily due to growth in access lines of 3.3% for each year and revenue growth
from custom calling features of 15% and 19%, respectively. Revenues from fiber
optic network usage, which includes Internet services, were $3.6 million, an
increase of 25%, or $0.7 million, over 1995 (13% or $0.3 million increase in
1995 over 1994) due to expanded network usage and introduction of Internet
services in late 1995. Wireline cable revenues were $1.5 million in 1996
compared to $0.8 million in 1995, reflecting consistent revenue and customer
levels since the acquisition of the business in June 1995.
Wireless communications revenues include cellular and paging revenues of $6.6
million, an increase of 23% over 1995 ($1.4 million, or 37%, increase over
1994), from access, toll, and roaming; and wireless cable revenues of $2.4
million, an increase of 24% over 1995 (35% increase over 1994), from subscriber
basic and premium revenues. The increases reflect a 46% and 27% (40% and 41%
growth in 1995 over 1994) growth in cellular and paging customers, respectively.
The cable increase reflects a 38% (24% growth in 1995 over 1994) customer
growth, primarily from markets launched in October 1994 and December 1995.
Directory assistance revenues, which include net revenues from providing
directory listings for customers seeking telephone numbers in the mid-Atlantic
states, increased $1.7 million, or 36%, over 1995. The increase reflects
additional calling volume from being fully operational in 1996 after commencing
services in early 1995.
Other communications revenues, which include revenues from the Company's sale
and lease of communications equipment and security alarm monitoring and
installation, increased $0.3 million, or 15%, over 1995 and $0.7 million, or
57%, over 1994 due to increased equipment installations.
OPERATING EXPENSES - Total operating expenses were $34.5 million, an increase of
$4.9 million, or 16%, over 1995 ($9.7 million, or 49%, increase in 1995 over
1994). Costs associated with the growth in cellular and wireless cable customers
and wireless cable expanded operations accounted for $2.5 million of the 1996
increase. The first full year of wireline cable operations in 1996 accounted for
$0.6 million of the increase over 1995. The 1995 increase was primarily
attributable to the phase-in of the directory assistance business, the expansion
of wireless cable and the acquisition of a wireline cable business.
Maintenance and support expenses, which include costs related to specific
property and equipment, as well as costs not directly attributable to property
and equipment or a specific project, such as general engineering and general
administration of property and equipment, increased $ 1.1 million, or 14%, over
1995, which reflects increased costs to support the growth in customers and
services. Maintenance and support expenses increased $2.4 million, or 40%, in
1995 as compared to 1994. The 1995 increase was mostly due to the start-up of
directory assistance business, expansion of wireless cable, and the acquisition
of the wireline cable business.
Depreciation and amortization expenses increased $2.0 million, or 31%, over 1995
and $1.9 million, or 41%, over 1994. License amortization and depreciation
related to capital expenditures in the Richmond wireless cable market, which
commenced services in December 1995, accounted for $0.4 million of the 1996
increase. The Company recognized an additional $0.7 million in 1996 relating to
the disposal of certain regulated telephone plant and equipment. Expansion of
the wireless cable business and the start-up of directory assistance during 1995
resulted in an increase of $1.0 million over 1994. Significant capital outlay
contributed to the remaining increase in each year.
Customer operations expenses, which include marketing, product management,
product advertising, sales, publication of a regional telephone directory,
customer services and directory services, increased $1.9 million, or 20%, over
1995 and $4.3 million, or 87%, in 1995 over 1994. The increase for each year was
primarily attributable to sales commissions related to customer growth in the
cellular and wireless cable operations.
Corporate operations expenses, which include taxes other than income, executive,
accounting, legal, purchasing, information management, human resources and other
general and administrative expenses, decreased $0.1 million from 1995 and
increased $1.2 million, or 27%, over 1994. The majority of the 1995 increase was
attributable to expenses associated with the phase-in of the directory
assistance business.
OTHER INCOME (EXPENSES) - Other expense, net, which includes interest expense,
decreased $0.6 million, or 32%, and $0.1 million, or 5%, from 1995 and 1994,
respectively. These changes include costs recognized in 1995 from an adverse
ruling in litigation involving Charlottesville Quality Cable Corporation (CQCC),
which the Company assumed with the 1994 acquisition of American Quality Cable.
15
<PAGE>
The Company filed an appeal which is expected to be heard in 1997. Equity income
from wireless investees, which includes equity earnings from the Company's
interest in the Roanoke cellular partnership (Note 11), decreased $0.4 million
from 1995 due to higher operating costs and increased $0.4 million from 1994 due
to customer growth.
INCOME TAXES - Income taxes increased $0.2 million, or 3%, in 1996 and $1.5
million, or 41%, in 1995. The 1996 increase was due to an increase in taxable
income from operations offset by adjustments to tax deductible amounts. The 1995
increase was due to an increase in taxable income from operations and additional
taxes on the gain recognized on the sale of the Virginia MetroTel investment.
The effective rate for 1994 reflects an income tax benefit of $0.3 million for a
contribution made to the Company's Foundation. The Company anticipates a 38%
effective tax rate for 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its working capital requirements and capital expenditures
from net cash provided from operating activities and borrowings under committed
credit facilities. The Company has $18 million in unused aggregate borrowings
available under its existing credit facilities.
During 1996, net cash provided by operating activities was $19.3 million.
Principle changes in operating assets and liabilities included a $1.6 million
increase in current assets, excluding cash, and a $1.0 million increase in
current liabilities. The increase in operating assets resulted primarily from an
increase in accounts receivable associated with growth in the cellular and
wireless cable operations. Operating liabilities increased primarily as a result
of advanced billings for cellular and wireless cable operations. The Company's
investing activities included the investment of $15.9 million in property and
equipment, $4.4 million investment in PCS and $1.4 million in deposits for PCS
licenses, offset by distributions and liquidations of various investments. Net
cash used in financing aggregated $1.2 million, including $5.1 million used to
pay dividends. Borrowings under available lines of credit increased $4.0 million
during the fourth quarter of 1996 as a result of an additional $3.9 million
investment in the Alliance on September 30, 1996.
The Company had firm cash commitments relating to purchases of property and
equipment of approximately $2 million as of December 31, 1996. Capital
expenditures for 1997, including these commitments, are expected to approximate
1996 levels in order for the Company to continue its growth trend in wireless
communications and other services. Funds required for dividends, capital
expenditures, acquisition of PCS spectrum licenses, interest payments, and
partnership contributions are expected to be provided from internal sources,
borrowings drawn against available credit facilities, governmental financing of
certain PCS spectrum licenses, and proceeds from the expected sale of the
Roanoke cellular limited partnership interest. The Company has entered into
certain guarantee agreements relating to its investment in the Alliance (Note
10). Management anticipates that funds required for additional capital
contributions to the Alliance (Note 10) will be provided from increased cash
flow resulting from lower estimated tax payments due to the Company recognizing
its proportionate share of the tax losses generated by the Alliance, a limited
liability company.
16
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
CFW Communications Company and Subsidiaries
<TABLE>
<CAPTION>
Years Ended December 31, 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
OPERATING REVENUES
Wireline communications $ 32,479,810 $ 29,196,134 $ 25,691,560
Wireless communications 8,965,882 7,351,668 5,341,266
Directory assistance 6,399,865 4,705,959 -
Other communications services 2,102,730 1,835,255 1,164,912
- ---------------------------------------------------------------------------------------------------------------------------
49,948,287 43,089,016 32,197,738
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
Maintenance and support 9,528,425 8,391,967 6,034,646
Depreciation and amortization 8,409,662 6,437,849 4,577,759
Customer operations 11,156,489 9,274,890 4,953,902
Corporate operations 5,438,732 5,562,721 4,382,998
- ---------------------------------------------------------------------------------------------------------------------------
34,533,308 29,667,427 19,949,305
- ---------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 15,414,979 13,421,589 12,248,433
OTHER INCOME (EXPENSES)
Other expense, principally interest (1,273,045) (1,871,953) (1,971,497)
Interest and dividend income 587,393 603,521 594,410
Equity income from wireless investees 449,893 839,948 453,567
Gain on sale of investments - 926,699 -
- ---------------------------------------------------------------------------------------------------------------------------
15,179,220 13,919,804 11,324,913
INCOME TAXES 5,162,497 5,005,941 3,550,397
- ---------------------------------------------------------------------------------------------------------------------------
10,016,723 8,913,863 7,774,516
MINORITY INTERESTS (467,017) (420,250) (211,728)
- ---------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 9,549,706 $ 8,493,613 $ 7,562,788
- ---------------------------------------------------------------------------------------------------------------------------
Net income per common share:
Income before minority interests $ 0.77 $ 0.69 $ 0.65
Minority interests (0.04) (0.03) (0.02)
- ---------------------------------------------------------------------------------------------------------------------------
Net income $ 0.73 $ 0.66 $ 0.63
- ---------------------------------------------------------------------------------------------------------------------------
Average shares outstanding 13,056,081 12,933,926 12,016,163
- ---------------------------------------------------------------------------------------------------------------------------
Cash dividends per share $ 0.392 $ 0.379 $ 0.368
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
17
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
CFW Communications Company and Subsidiaries
<CAPTION>
December 31, 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,003,607 $ 5,264,986 $ 8,558,886
Accounts receivable,
including interest receivable 9,441,979 8,677,086 5,491,838
Note receivable 126,062 140,231 528,536
Material and supplies 2,019,836 1,980,837 1,608,204
Prepaid expenses 345,277 207,319 122,850
Income taxes receivable 617,067 3,356 781,852
- ---------------------------------------------------------------------------------------------------------------------------
15,553,828 16,273,815 17,092,166
- ---------------------------------------------------------------------------------------------------------------------------
SECURITIES AND INVESTMENTS 20,597,270 29,471,626 23,195,352
- ---------------------------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT
In service 124,388,071 107,420,864 88,904,549
Under construction 2,807,983 4,385,440 14,181,705
- ---------------------------------------------------------------------------------------------------------------------------
127,196,054 111,806,304 103,086,254
Less accumulated depreciation 37,162,040 30,713,237 29,732,209
- ---------------------------------------------------------------------------------------------------------------------------
90,034,014 81,093,067 73,354,045
- ---------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS
Cost in excess of net assets of business acquired,
less accumulated amortization 12,660,497 13,268,224 5,512,778
Deferred charges 2,198,923 3,144,581 4,810,007
Deposit for PCS licenses 1,355,347 - -
- ---------------------------------------------------------------------------------------------------------------------------
16,214,767 16,412,805 10,322,785
- ---------------------------------------------------------------------------------------------------------------------------
$ 142,399,879 $ 143,251,313 $ 123,964,348
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
18
<PAGE>
<TABLE>
<CAPTION>
December 31, 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,346,045 $ 3,674,310 $ 4,500,799
Customers' deposits 469,566 477,393 439,521
Advance billings 1,876,808 1,506,777 1,203,355
Accrued payroll 1,007,883 833,232 529,850
Accrued interest 726,000 726,000 726,000
Other accrued liabilities 2,987,816 2,384,774 1,718,641
Deferred revenue 1,181,481 972,593 564,596
- ---------------------------------------------------------------------------------------------------------------------------
11,595,599 10,575,079 9,682,762
- ---------------------------------------------------------------------------------------------------------------------------
LONG-TERM DEBT 24,000,000 20,000,000 20,066,923
- ---------------------------------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES
Deferred income taxes 10,702,885 13,866,047 10,313,765
Investment tax credit - 34,382 154,125
Retirement benefits other than pensions 7,724,107 7,149,957 6,513,906
Other 1,478,467 1,509,481 831,884
- ---------------------------------------------------------------------------------------------------------------------------
19,905,459 22,559,867 17,813,680
- ---------------------------------------------------------------------------------------------------------------------------
MINORITY INTERESTS 896,895 874,664 823,710
- ---------------------------------------------------------------------------------------------------------------------------
COMMITMENTS
SHAREHOLDERS' EQUITY
Preferred stock, no par value per share,
authorized 1,000,000 shares; none issued - - -
Common stock, no par value per share,
authorized 20,000,000 shares;
issued 12,980,212 shares
(12,983,318 in 1995 and
12,676,548 in 1994) 43,378,440 43,531,164 37,280,009
Retained earnings 40,163,310 35,700,859 32,059,251
Unrealized gain on securities available
for sale, net 2,460,176 10,009,680 6,238,013
- ---------------------------------------------------------------------------------------------------------------------------
86,001,926 89,241,703 75,577,273
- ---------------------------------------------------------------------------------------------------------------------------
$142,399,879 $ 143,251,313 $ 123,964,348
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
CFW Communications Company and Subsidiaries
<TABLE>
<CAPTION>
Unrealized Gain
Common Stock Retained on Securities
Shares Amount Earnings Available for Sale, Net
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
BALANCE, DECEMBER 31, 1993 11,486,459 $ 10,283,025 $ 28,960,445 $ 13,737,504
Net income - - 7,562,788 -
Unrealized loss on securities
available for sale, net - - - (7,499,491)
Cash dividends - - (4,463,982) -
Additional stock issued 1,150,000 26,677,510 - -
Net sales to employees:
Stock purchase plan 6,490 155,282 - -
Stock option plan 61,333 552,315 - -
Business acquisition 38,910 999,987 - -
Stock redeemed (66,644) (1,388,110) - -
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1994 12,676,548 37,280,009 32,059,251 6,238,013
Net income - - 8,493,613 -
Unrealized gain on securities
available for sale, net - - - 3,771,667
Cash dividends - - (4,852,005) -
Net sales to employees:
Stock option plan 29,509 312,655 - -
Business acquisition 404,761 8,500,000 - -
Stock redeemed (127,500) (2,561,500) - -
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1995 12,983,318 43,531,164 35,700,859 10,009,680
Net income - - 9,549,706 -
Unrealized loss on securities
available for sale, net - - - (7,549,504)
Cash dividends - - (5,087,255)
Net sales to employees:
Stock option plan 6,894 22,589 - -
Stock redeemed (10,000) (175,313) - -
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996 12,980,212 $ 43,378,440 $ 40,163,310 $ 2,460,176
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
20
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
CFW Communications Company and Subsidiaries
<TABLE>
<CAPTION>
Years ended December 31, 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 9,549,706 $ 8,493,613 $ 7,562,788
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 7,916,152 6,155,979 4,632,248
Amortization 493,510 281,870 (54,489)
Deferred taxes and tax credit amortization 1,612,833 1,031,266 382,277
Retirement benefits other than pensions, net 574,150 636,051 157,056
Other 42,812 (318,381) (427,275)
Equity income from wireless investees (449,893) (839,948) -
Minority interests, net of distributions 22,231 50,954 120,050
Distributions received from investments 155,141 40,013 -
Gain on sale of investments - (926,699) -
Changes in assets and liabilities from operations:
Increase in accounts receivable (823,032) (3,145,144) (13,253)
(Increase) decrease in materials and supplies (38,999) (344,113) 777,350
(Increase) decrease in note receivable 14,170 388,305 (528,035)
(Increase) decrease in income taxes receivable (613,711) 778,496 (781,852)
(Increase) decrease in other current assets (137,959) (75,422) 75,593
Increase (decrease) in accounts payable (328,265) (826,489) 894,372
Increase in other accrued liabilities 777,693 964,516 191,317
Increase in other current liabilities 571,092 669,216 317,492
- ------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 19,337,631 13,014,083 13,305,639
- ------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (15,874,951) (11,595,802) (24,890,561)
Cash flows from securities and investments (3,128,733) 2,502,832 (4,253,994)
Deposit for PCS licenses (1,355,347) - -
Acquisition of American Quality Cable - - (16,271,120)
- ------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (20,359,031) (9,092,970) (45,415,675)
- ------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock 22,589 312,655 27,385,107
Stock redeemed (175,313) (2,561,500) (1,388,110)
Proceeds from borrowings 4,000,000 - -
Principal payments on borrowings - (114,163) (47,240)
Cash dividends (5,087,255) (4,852,005) (4,463,982)
- ------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (1,239,979) (7,215,013) 21,485,775
- ------------------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents (2,261,379) (3,293,900) (10,624,261)
Cash and cash equivalents:
Beginning 5,264,986 8,558,886 19,183,147
- ------------------------------------------------------------------------------------------------------------------------------
Ending $ 3,003,607 $ 5,264,986 $ 8,558,886
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.
21
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
CFW Communications Company and Subsidiaries
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
CFW Communications Company is a diversified communications company that provides
a broad range of products and services to business and residential customers in
Virginia through six operating divisions. The Company's services include local
telephone, regional network services, cellular telephone, directory assistance,
communications services and wireline and wireless cable television. The
communications services division provides paging, voicemail, business
communication and security products. The regional network services division
provides interexchange access, competitive access and local Internet access.
Significant accounting policies follow:
ACCOUNTING ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of the Company, its wholly owned subsidiaries and those partnerships
where the Company, as managing partner, exercises control. All significant
intercompany accounts and transactions have been eliminated.
CASH AND CASH EQUIVALENTS: For purposes of reporting cash flows, the Company
considers all highly liquid debt instruments with a purchased maturity of three
months or less to be cash equivalents. The Company places its temporary cash
investments with high credit quality financial institutions. At times such
investments may be in excess of the FDIC insurance limit.
SECURITIES AND INVESTMENTS: The Company has investments in debt and equity
securities and partnerships. Management determines the appropriate
classification of securities at the date of purchase and continually
thereafter. The classification of those securities and the related accounting
policies are as follows:
AVAILABLE FOR SALE SECURITIES: Securities classified as available for sale
primarily are traded on a national exchange and are those securities that the
Company intends to hold for an indefinite period of time but not necessarily to
maturity. Any decision to sell a security classified as available for sale would
be based on various factors including changes in market conditions, liquidity
needs and other similar factors. Securities available for sale are stated at
fair value and unrealized holding gains and losses, net of the related deferred
tax effect, are reported as a separate component of shareholders' equity.
Realized gains and losses, determined on the basis of the cost of specific
securities sold, are included in income.
EQUITY METHOD INVESTMENTS: These investments consist of partnership and
corporate investments where the Company's ownership is 20% or more, except where
such investments meet the requirements for consolidation. Under the equity
method, the Company's share in earnings or losses of these companies is
reflected in earnings.
INVESTMENTS CARRIED AT COST: These are investments in which the Company does not
have significant ownership and for which there is no ready market. Information
regarding these and all other investments is reviewed continuously for evidence
of impairment in value. No impairment was deemed to have occurred at December
31, 1996.
Interest on debt securities is recognized in income as accrued, and dividends on
marketable equity securities recognized in income when declared. Realized gains
or losses are determined on the basis of specific securities sold and are
included in earnings.
PROPERTY AND EQUIPMENT: Property and equipment is stated at cost. Accumulated
depreciation is charged with the cost of property retired, plus removal cost,
less salvage. Depreciation is determined under the remaining life method and
straight line composite rates. Depreciation provisions were approximately 6.4%,
6.5%, and 6.0% of average depreciable assets for the years 1996, 1995 and 1994,
respectively.
COST IN EXCESS OF NET ASSETS ACQUIRED: Cost in excess of net assets acquired
resulting from acquisitions is being amortized over 30 years using the
straight-line method.
PENSION BENEFITS: The Company sponsors a non-contributory defined benefit
pension plan covering all employees who meet eligibility requirements. Pension
benefits vest after five years of service and are based on years of service and
average final compensation subject to certain reductions if the employee retires
before reaching age 62. The Company's funding policy has been to contribute up
to the maximum amount allowable by applicable regulations. Contributions are
intended to provide not only for benefits based on service to date, but also for
those expected to be earned in the future.
The Company also sponsors a contributory defined contribution plan under
Internal Revenue Code Section 401(k) for substantially all employees. The
Company contributes 50% of each participant's annual contribution for
contributions up to 6% of each participant's annual compensation. The employee
elects the type of investment fund from the equity, bond and annuity
alternatives offered by the plan.
RETIREMENT BENEFITS OTHER THAN PENSIONS: The Company provides certain health
care benefits for all retired employees that meet eligibility requirements. The
Company's share of the estimated costs of benefits that will be paid after
retirement is generally being accrued by charges to expense over the employees'
service periods to the dates they are fully eligible for benefits.
22
<PAGE>
INCOME TAXES: Deferred income taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of assets
and liabilities and their tax basis. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment. Investment tax credits have been deferred and are amortized over the
estimated life of the related assets.
NET INCOME PER COMMON SHARE: Net income per common share is computed by dividing
net income by the weighted average number of common shares and common share
equivalents outstanding. All per share amounts have been restated to give effect
to stock dividends and stock splits.
FAIR VALUE OF FINANCIAL INSTRUMENTS: The fair values of financial
instruments recorded on the balance sheet, except securities and investments,
are not significantly different from the carrying amounts. Information as to
securities and investments is included elsewhere in Notes 1 and 2. The fair
value of off balance sheet guarantees, as described in Note 10, is not
determinable due to the nature of the transaction.
NOTE 2. SECURITIES AND INVESTMENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investments consist of the following as of December 31:
Carrying Values
Type of Ownership 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Available for Sale
American Telecasting, Inc. Equity Securities $ 8,119,644 $ 20,475,624 $ 14,474,148
Mortgage-backed securities Debt Securities 1,512,249 2,502,374 3,469,830
- ---------------------------------------------------------------------------------------------------------------------------------
9,631,893 22,977,998 17,943,978
- ---------------------------------------------------------------------------------------------------------------------------------
Equity Method
Roanoke Cellular Limited Limited Partnership
Partnership Interest 1,500,687 1,280,987 1,158,769
Virginia Telecommunications General Partnership
Partnership Interest 416,926 307,174 349,482
Virginia MetroTel, Inc. Equity Securities - - 715,445
Virginia Independent Limited Partnership
Telephone Alliance Interest 425,352 377,463 368,650
Virginia PCS Alliance, L.C. Equity and Convertible 5,074,818 723,583 165,360
Preferred Interests
Other Partnership Interests 569,032 489,021 433,798
- ---------------------------------------------------------------------------------------------------------------------------------
7,986,815 3,178,228 3,191,504
- ---------------------------------------------------------------------------------------------------------------------------------
Cost Method
USTN Holdings, Inc. Equity and Convertible
Debt Securities 1,764,839 1,706,700 1,677,200
Applied Video Technology Equity Securities - 446,219 169,024
Multimedia Medical Systems, Inc. Equity Securities 1,052,650 1,000,000 -
Other Equity Securities 161,073 162,481 213,646
- ---------------------------------------------------------------------------------------------------------------------------------
2,978,562 3,315,400 2,059,870
- ---------------------------------------------------------------------------------------------------------------------------------
$ 20,597,270 $ 29,471,626 $ 23,195,352
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Subsequent to year-end, the fair market value of the Company's investment in
American Telecasting, Inc. was approximately $5 million. Expected maturities on
mortgage-backed securities will differ from contractual maturities because the
issuers of these securities have the right to call or prepay their obligations
without any penalties.
Cash flows from purchases, sales and maturities of securities:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------
<S> <C>
Available for sale securities:
Sales and maturities $ 990,125 $ 1,192,671 $ 1,130,573
Purchases - (53,730) (5,365,085)
Other investments (equity and cost method):
Sales 328,101 1,643,391 -
Purchases (4,446,959) (279,500) (19,482)
- ---------------------------------------------------------------------------------------------------
$ (3,128,733) $ 2,502,832 $ (4,253,994)
- ---------------------------------------------------------------------------------------------------
</TABLE>
23
<PAGE>
Changes in the unrealized gain (loss) on available for sale securities during
the years ended December 31, 1996, 1995, and 1994, reported as a separate
component of shareholders' equity are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Unrealized gain, beginning balance $ 16,382,455 $10,209,515 $ 22,483,640
Unrealized holding gains (losses) during the year (12,355,980) 6,172,940 (12,274,125)
- ---------------------------------------------------------------------------------------------------------------------------
Unrealized gain, ending balance 4,026,475 16,382,455 10,209,515
- ---------------------------------------------------------------------------------------------------------------------------
Deferred tax effect related to net unrealized holding gains (1,566,299) (6,372,775) (3,971,502)
Unrealized gain included in shareholders' equity $ 2,460,176 $10,009,680 $ 6,238,013
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 3. PENSION PLANS
- --------------------------------------------------------------------------------
Net pension cost for the Company's defined benefit pension plans consisted of
the following components for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Service cost-benefits earned $ 445,527 $ 341,474 $ 429,153
Interest cost on projected benefit obligations 1,043,933 970,892 937,805
Actual return on plan assets (1,432,109) (2,140,429) (928,356)
Net amortization and deferral 2,121 783,605 (343,909)
- ---------------------------------------------------------------------------------------------------------------------------
Defined benefit plan expense (credit) 59,472 (44,458) 94,693
Defined contribution plan expense 245,883 194,250 147,965
- ---------------------------------------------------------------------------------------------------------------------------
$ 305,355 $149,792 $ 242,658
</TABLE>
Assumptions used by the Company in the determination of pension plan information
consisted of the following as of December 31:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Discount rate 7.75% 7.50% 8.25%
Rate of increase in compensation levels 4.75% 5.00% 5.00%
Expected long-term rate of return on plan assets 9.50% 9.50% 9.50%
</TABLE>
The following table sets forth the defined benefit plan's funded status and
amounts recognized in the accompanying balance sheets as of December 31:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Actuarial present value of benefit obligations:
Vested benefits $ 12,129,936 $ 10,122,138 $ 9,670,870
- ---------------------------------------------------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
Accumulated benefits $ 12,497,226 $ 10,466,270 $ 9,219,085
- ---------------------------------------------------------------------------------------------------------------------------
Actuarial present value of benefit obligations:
Projected benefits $ 15,646,558 $ 14,348,088 $ 12,180,506
Plan assets at fair value, primarily group annuity
contracts 16,279,589 15,639,445 14,290,981
- ---------------------------------------------------------------------------------------------------------------------------
Plan assets in excess of projected benefit obligations 633,031 1,291,357 2,110,475
Items not yet recognized:
Net gain (1,858,242) (1,803,414) (2,695,300)
Prior service cost 860,197 190,734 203,263
Transition obligations 78,903 94,684 110,465
- ---------------------------------------------------------------------------------------------------------------------------
Liability included in balance sheets $ (286,111) $ (226,639) $ (271,097)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
24
<PAGE>
NOTE 4. RETIREMENT BENEFITS OTHER THAN PENSIONS
- --------------------------------------------------------------------------------
The Company sponsors two defined benefit plans for retirees that cover both
salaried and nonsalaried employees. The individual plans provide medical
benefits for all retirees and group life benefits for employees retiring prior
to January 1994. The health care plan requires no contributions, except for
personnel electing early retirement prior to age 62, provided they have 20 years
of service; the group life plan premium is contributory on a retiree/company
shared basis. Both plans anticipate that benefits offered under the plans will
be adjusted periodically in accordance with changes adopted for the active
employee plans. Neither plan is currently being funded.
The following table sets forth the plans' combined status reconciled with the
obligation recognized in the accompanying balance sheets as of December 31:
<TABLE>
<CAPTION>
<S> <C>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
Accumulated postretirement benefit obligations:
Retirees $ 1,945,327 $ 1,852,859 $ 1,913,031
Fully eligible active plan participants 1,685,990 1,589,434 1,028,381
Other active plan participants 2,991,410 3,028,227 2,799,037
- ---------------------------------------------------------------------------------------------------------------------------
6,622,727 6,470,520 5,740,449
Unrecognized net gain 852,485 430,542 622,331
- ---------------------------------------------------------------------------------------------------------------------------
7,475,212 6,901,062 6,362,780
Other benefits 248,895 248,895 151,126
- ---------------------------------------------------------------------------------------------------------------------------
Liability included in balance sheets: $ 7,724,107 $ 7,149,957 $ 6,513,906
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Provision for retirement benefits other than pensions included the following
components for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Service cost - benefits attributed to service during the year $ 207,319 $ 206,737 $ 208,107
Interest cost on accumulated postretirement benefit obligation 476,194 464,122 376,374
Recognized curtailment gain - - (332,707)
Amortization of unrecognized gain - (2,420) (50,019)
- ---------------------------------------------------------------------------------------------------------------------------
$ 683,513 $ 668,439 $ 201,755
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The discount rates used to compute the accumulated postretirement benefit
obligation were 7.75%, 7.50%, and 8.25% at December 31, 1996, 1995, and 1994,
respectively. For measurement purposes, an 8% annual rate of increase in the per
capita cost of covered benefits was assumed for 1996, with such annual rate of
increase gradually declining to 5.75% in 2001 and remaining at that level
thereafter. The health care cost trend rate assumption has a significant effect
on the amounts reported. Increasing the assumed health care cost trend rate by
one percentage point in each year would increase the accumulated postretirement
benefit obligation by approximately $1,001,000 and the aggregate of the service
and interest cost components of the provision for retirement benefits other than
pensions for the year then ended by approximately $124,000.
During 1994, the Company revised its Group Life Insurance Plan and eliminated
group life insurance coverage for most current employees upon their retirement.
This change resulted in a curtailment gain of $332,707.
NOTE 5. LONG-TERM DEBT AND LINES OF CREDIT
- --------------------------------------------------------------------------------
The Company has outstanding $20,000,000 of unsecured senior notes. The
notes carry a fixed interest rate of 7.26% with principal of $1,818,182 payable
beginning January 1998 and on each subsequent anniversary through their
maturity of January 1, 2008. In addition, the note agreement contains various
restrictive covenants including restrictions relating to additional debt
issuances, fixed charges, net worth and payment of dividends. Approximately
$2,100,000 of retained earnings were available for the payment of dividends
at December 31, 1996. The Company had $4,000,000 outstanding on available
lines of credit aggregating $22,000,000 at December 31, 1996. The
company has the ability and intent to refinance these borrowings with an
existing line of credit which has a maturity of beyond one year. The blended
rate on these borrowings as of December 31, 1996, is 5.9%. Interest expense
was $1,325,000, $1,134,000 and $1,375,000 for 1996, 1995, and 1994,
respectively.
25
<PAGE>
NOTE 6. INCOME TAXES
- --------------------------------------------------------------------------------
The components of income tax expense are as follows for the years ended
December 31:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Current tax expense:
Federal tax expense $ 3,159,133 $ 3,651,126 $ 2,717,371
State tax expense 390,531 323,549 281,485
- ---------------------------------------------------------------------------------------------------------------------------
3,549,664 3,974,675 2,998,856
Deferred tax expense 1,647,215 1,151,009 699,946
Deferred investment tax credits amortized (34,382) (119,743) (148,405)
- ---------------------------------------------------------------------------------------------------------------------------
$ 5,162,497 $ 5,005,941 $ 3,550,397
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Total income tax expense was different than an amount computed by applying the
graduated statutory federal income tax rates to income before taxes. The reasons
for the differences are as follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Computed tax at statutory rate $ 5,049,271 $ 4,624,844 $ 3,778,482
Investment tax credits amortization (34,382) (119,743) (148,405)
State income taxes, net of federal income tax benefit 257,750 368,099 186,403
Tax benefit of appreciation on investments contributed - - (198,151)
Other - net (110,142) 132,741 (67,932)
- ---------------------------------------------------------------------------------------------------------------------------
$ 5,162,497 $ 5,005,941 $ 3,550,397
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Net deferred income tax assets and liabilities consist of the following
components at December 31:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Deferred income tax assets:
Retirement benefits other than pension $ 2,897,931 $ 2,626,922 $ 2,420,689
Net operating loss of acquired company 1,074,000 1,074,000 1,074,000
Other 110,711 82,886 99,971
- ---------------------------------------------------------------------------------------------------------------------------
4,082,642 3,783,808 3,594,660
- ---------------------------------------------------------------------------------------------------------------------------
Deferred income tax liabilities:
Investments 883,342 1,174,238 719,929
Property and equipment 12,231,842 10,100,735 9,147,261
Unrealized gain on securities available for sale 1,566,299 6,372,775 3,971,502
Other 104,044 2,107 69,733
- ---------------------------------------------------------------------------------------------------------------------------
14,785,527 17,649,855 13,908,425
- ---------------------------------------------------------------------------------------------------------------------------
Net deferred income tax liabilities: $ 10,702,885 $13,866,047 $ 10,313,765
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
26
<PAGE>
NOTE 7. STOCK PLANS
- --------------------------------------------------------------------------------
The Company has a Stock Option Plan providing for the grant of incentive
compensation to officers and certain key management employees. Options for up to
600,000 shares may be granted under the Plan. Stock options must be granted
under the Plan at not less than 100% of fair market value at the date of grant
and have a maximum life of ten years from the date of grant. Stock Appreciation
Rights (SARS) may be granted in tandem with stock options and permit the
optionee to receive stock equal to the amount by which the fair market value on
the exercise date exceeds the option price. Options or SARS may be exercised in
compliance with such requirements as a committee of the Board of Directors shall
determine. The exercise of options or SARS shall result in the termination of
the other to the extent of the number of shares with respect to which the
options or SARS are exercised.
A summary of the status of the Stock Option Plan at December 31, 1996, 1995
and 1994 and changes during the years ended on those dates is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Weighted-Average Weighted-Average Weighted-Average
Exercise Exercise Exercise
Options Shares Price Shares Price Shares Price
- ---------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of year 244,606 $ 14.99 241,615 $ 14.09 275,998 $11.78
Granted 99,800 17.68 44,250 19.21 30,750 25.53
Exercised (12,084) 9.79 (29,509) 10.68 (61,333) 9.31
Forfeited (7,300) 20.12 (11,750) 22.52 (3,800) 21.50
- ---------------------------------------------------------------------------------------------------------------------------
Outstanding at end of year 325,022 $15.90 244,606 $14.99 241,615 $14.09
- ---------------------------------------------------------------------------------------------------------------------------
Exercisable at end of year 177,348 $13.43 161,815 $12.02 167,611 $10.69
- ---------------------------------------------------------------------------------------------------------------------------
Weighted averagefair value per option
of options granted during the year $ 4.85 $ 5.69
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table summarizes information about stock options outstanding at
December 31, 1996:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
Weighted-Average Weighted- Weighted-
Number Remaining Average Number Average
Range of of Contractual Exercise of Exercise
Exercise Prices Shares Life Price Shares Price
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
$6.50 - 10.00 81,056 5 years $ 7.88 81,056 $ 7.88
$12.75 - 18.25 151,816 9 years $ 16.62 55,766 $ 14.99
$19.125 - 24.75 92,150 9 years $ 21.76 40,526 $ 22.42
</TABLE>
Grants of options under the Plan are accounted for following Accounting
Principles Board (APB) Opinion No. 25 and related interpretations. Accordingly,
no compensation cost has been recorded. In 1995, the Financial Accounting
Standards Board issued Statement No. 123, which requires disclosures concerning
the fair value of options and encourages accounting recognition for options
using the fair value method. The Company has elected to apply the
disclosure-only provisions of the Statement. However, had compensation cost been
recorded based on the fair value of awards at the grant date, the pro forma
impact on the Company's net income and net income per common share would have
been less than $100,000 and $0.01 per share for 1996 and 1995. The pro forma
effects of applying Statement No. 123 are not indicative of future amounts
since, among other reasons, the requirements of the Statement have been applied
only to options granted after December 31, 1994.
The fair value of each grant is estimated at the grant date using the
Black-Scholes option-pricing model with the following assumptions for 1996 and
1995, respectively: dividend rate of 2.0% and 1.9% for 1996 and 1995
respectively; risk-free interest rates of 6.4% for each year; expected lives of
8 years; and price volatility of 15.8%.
The Company also has a plan whereby its common stock can be purchased by
employees at a price 10% less than the market price on the issue date. The Board
authorized 30,000 shares in 1995 and 29,000 in 1993 and the Company has issued
6,490 shares in 1994.
27
<PAGE>
NOTE 8. SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
The following information is presented as supplementary disclosures for the
Consolidated Statements of Cash Flows:
<TABLE>
<CAPTION>
1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Cash payments for:
Interest, net of capitalized interest of $322,516 $ 1,174,778 $ 1,079,601 $ 1,471,054
in 1996, $404,147 in 1995, and $208,163 in 1994
- ---------------------------------------------------------------------------------------------------------------------------
Income taxes $ 4,166,400 $ 3,196,178 $ 3,863,884
- ---------------------------------------------------------------------------------------------------------------------------
Non-cash investing activities:
Acquisition of companies through:
Issuance of common stock $ - $ 8,500,000 $ 999,987
Issuance of debt - - 579,200
- ---------------------------------------------------------------------------------------------------------------------------
- 8,500,000 1,579,187
- ---------------------------------------------------------------------------------------------------------------------------
Working capital (deficiency) acquired - (83,791) 112,900
Fair value of other assets acquired, primarily property
and equipment - 862,856 309,100
- ---------------------------------------------------------------------------------------------------------------------------
Cost in excess of net assets of business acquired $ - $ 7,720,935 $ 1,157,187
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NOTE 9. MAJOR CUSTOMER
- --------------------------------------------------------------------------------
The company has one customer that accounts for greater than 10% of its revenue,
primarily consisting of carrier access charges for long distance services,
billing and collecting services and directory assistance. The percent of
operating revenues from this customer is 24% for 1996 and 1995 and 17% for 1994.
- --------------------------------------------------------------------------------
NOTE 10. INVESTMENTS IN VIRGINIA PCS ALLIANCE, L.C.
The Company has invested approximately $1 million for a 20% common ownership
interest in the Virginia PCS Alliance, L.C. (Alliance), an owner of personal
communications services (PCS) radio spectrum licenses for central and western
Virginia. These licenses enable the Alliance to build-out and operate a PCS
system to provide PCS services to a 1.6 million populated area. The Company is
managing such build-out pursuant to a services agreement with the Alliance. The
Alliance expects to commence operations during the second half of 1997. The
Company accounts for its investment in the Alliance under the equity method of
accounting.
In September 1996, the Company invested approximately $4 million for convertible
preferred ownership interest in the Alliance which is convertible after four
years into additional common ownership interest. If converted, the Company would
have a 38% common ownership interest in the Alliance.
In December 1996, the Alliance also issued $12.9 million of redeemable preferred
ownership interest which can be redeemed by the investor after December 31,
2001. In the event the investor elects to redeem such preferred equity after
such date, the Company may elect to fund $11.4 million of such obligation in
exchange for additional common ownership interest in the Alliance. In the event
this redemption and funding occurs, and the Company converts its convertible
preferred ownership interest, the Company would have a 63% common ownership
interest in the Alliance.
The Company has entered into guaranty agreements whereby the Company is
committed to provide guarantees of up to $36.2 million of the Alliance's debt
and redeemable preferred obligations, with such guarantee becoming effective as
obligations are incurred by the Alliance. At December 31 of 1996, the Company
has guaranteed $11.4 million of the Alliance's obligations.
The Company also has committed to contribute $12.1 million of additional capital
to the Alliance payable $2.0 million, $3.4 million, $3.4 million and $3.3
million in January of 1998, 1999, 2000 and 2001, respectively. Such additional
capital commitments shall be reduced by proceeds, if any, from future equity
offerings by the Alliance.
28
<PAGE>
NOTE 11: COMMITMENTS
- --------------------------------------------------------------------------------
PENDING SALE OF ROANOKE MSA CELLULAR PARTNERSHIP: In October 1996, the Company
entered into an agreement to sell its 30% limited interest in the Roanoke MSA
Cellular Partnership to GTE Wireless (GTE) for approximately $6.6 million. The
Company's investment in the Roanoke MSA partnership was $1.5 million at December
31, 1996. For the years ended December 31, 1996, 1995, and 1994 the Company
recognized pre-tax earnings under the equity method of accounting from the
Roanoke MSA Cellular Partnership of approximately $374,400, $769,000, and
$409,700, respectively. The Company also agreed to acquire from GTE its 10%
limited interest in the Virginia RSA6 Cellular Partnership for approximately
$1.3 million. At December 31, 1996, the Company has a 75.7% ownership interest
in the Virginia RSA6 Cellular Partnership. These agreements are subject to
approval by the FCC.
ACQUISITION OF PCS LICENSES: In October 1996, the Company and R&B
Communications, Inc. (R&B) entered into an agreement to acquire from GTE part of
its PCS radio spectrum license, including most of West Virginia and parts of
eastern Kentucky, southwestern Virginia and eastern Ohio. The acquisition price
for the license is approximately $8.5 million of which the Company's share is
approximately $4.25 million. The PCS license will enable the Company to
build-out and operate a PCS system to provide PCS services to a 1.5 million
populated area. This agreement is subject to approval by the FCC.
During 1996 the Company and R&B formed a consortium for bidding in the FCC
auction of Block "D, E and F" PCS radio spectrum licenses. In connection with
these auctions, the Company deposited $1.4 million with the FCC which is
included in other assets at December 31, 1996. The Company currently has a 74%
ownership interest in this consortium. In January 1997, these auctions ended and
the consortium was the high bidder for PCS radio spectrum licenses for the Basic
Trading Areas (BTAs)of Hagerstown, MD/Chambersburg, PA/Martinsburg, WV;
Kingsport-Johnson City, TN/Bristol, VA-TN; Fredericksburg, VA; Wheeling, WV;
Clarksburg-Elkins, WV; Fairmont, WV; Morgantown, WV; and Cumberland, MD. The PCS
licenses will enable the Company to build-out and operate a PCS system to
provide PCS services to a 1.9 million populated area. The licenses are subject
to final grant by the FCC.
OTHER: The Company has several operating leases for administrative office space,
retail space, tower space, channel rights, and equipment. The leases for retail
and tower space have initial lease periods of ten to thirty years. These leases
are associated with the operation of a cellular business in Virginia Rural
Service Area 6 in which the Company is the general partner. The leases for
channel rights relate to the Company's wireless cable operations and have
initial terms of three to ten years. The equipment leases have an initial term
of three years. Rental expense for operating leases was $976,900, $808,618,
$662,276, in 1996, 1995, and 1994, respectively. The total amount committed
under these lease agreements is: $444,560 in 1997, $455,857 in 1998, $463,257 in
1999, $457,836 in 2000, $346,625 in 2001 and $4,094,319 for the years
thereafter.
29
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
CFW Communications Company
Waynesboro, Virginia
We have audited the accompanying consolidated balance sheets of CFW
Communications Company and subsidiaries as of December 31, 1996, 1995, and 1994
and the related consolidated statements of income, shareholders' equity, and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosure in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CFW
Communications Company and subsidiaries as of December 31, 1996, 1995, and 1994,
and the results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.
/s/ McGladrey & Pallen, LLP
Richmond, Virginia
February 14, 1997
30
<PAGE>
<TABLE>
<CAPTION>
Quarterly Review
(In thousands, except per share amounts)
1996 First Qtr Second Qtr Third Qtr Fourth Qtr
- -----------------------------------------------------------------------------------------------------------
<S> <C>
Operating revenues $ 12,061 $ 12,305 $ 12,537 $ 13,045
Operating cash flows 5,535 5,932 6,058 6,299
Operating income 3,722 4,034 4,047 3,612
Net income 2,306 2,332 2,292 2,620
Earnings per share 0.177 0.179 0.175 0.201
------------------------------------------------------------------------------
Stock price range $ 18.50-17.25 $ 24.00-17.75 $ 24.00-19.25 $ 23.25-21.25
Quarterly dividend $ 0.098 $ 0.098 $ 0.098 $ 0.098
------------------------------------------------------------------------------
1995
Operating revenues $ 8,654 $ 10,346 $ 11,703 $ 12,386
Operating cash flows 3,754 4,464 5,553 6,089
Operating income 2,266 2,891 3,877 4,388
Net income 1,979 1,706 2,307 2,502
Earnings per share 0.155 0.134 0.177 0.192
------------------------------------------------------------------------------
Stock price range $ 21.50-20.25 $ 21.50-19.00 $ 20.50-17.00 $ 18.75-17.25
Quarterly dividend $ 0.09475 $ 0.09475 $ 0.09475 $ 0.09475
------------------------------------------------------------------------------
</TABLE>
* First quarter 1995 includes a gain on sale of investment of $0.9 million
($0.6 million after-tax; $0.045 per share)
* Fourth quarter 1996 includes additional depreciation expense of $0.7 million
($0.4 million after-tax; $0.03 per share) relating to disposal of certain
regulated plant and equipment. Fourth quarter 1996 also includes a reduction
to income tax of $0.4 million or $0.03 per share as a result of a refinement
to estimated income taxes for the year.
Selected Financial Data and Five Year Growth Comparison
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
<S> <C>
Operating revenues $ 49,948,300 $ 43,089,000 $ 32,197,700 $ 27,349,600 $ 25,746,200
Operating expenses $ 34,533,300 $ 29,667,400 $ 19,949,300 $ 16,208,000 $ 15,434,800
Income taxes $ 5,162,500 $ 5,005,900 $ 3,550,400 $ 3,766,700 $ 3,532,900
Net income $ 9,549,700 $ 8,493,600 $ 7,562,800 $ 7,176,400 $ 6,794,600
Earnings per share $ 0.73 $ 0.66 $ 0.63 $ 0.62 $ 0.59
Cash dividends per share $ 0.392 $ 0.379 $ 0.368 $ 0.355 $ 0.340
Average number of common
shares outstanding 13,056,081 12,933,926 12,016,163 11,600,019 11,547,604
Total assets $ 142,399,900 $ 143,251,300 $ 123,964,300 $ 98,975,900 $ 50,414,700
Long-term debt $ 24,000,000 $ 20,000,000 $ 20,066,900 $ 20,114,200 --
Retirement benefits
other than pensions $ 7,724,100 $ 7,150,000 $ 6,513,900 $ 6,356,900 $ 5,958,000
Investment in property
and equipment $ 127,196,100 $ 111,806,300 $ 103,086,300 $ 71,456,200 $ 62,228,500
Number of employees 454 492 232 166 170
Number of shareholders 2,883 2,889 2,638 1,853 1,640
</TABLE>
31
<PAGE>
Exhibit 21
<PAGE>
CFW COMMUNICATIONS COMPANY AND SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
Exhibit 21
The Company has as its wholly-owned subsidiaries, CFW Telephone Inc., CFW
Network Inc., CFW Cellular Inc., CFW Cable Inc., CFW Cable of Virginia
Inc., CFW Communications Services Inc., CFW Licenses Inc., CFW
Information Services Inc. and CFW PCS Inc., which are incorporated in
Virginia and are included in the consolidated financial statements of the
Company. CFW Cellular Inc. is the managing partner of Virginia RSA6
Cellular Limited Partnership and Virginia RSA6 Resale Limited
Partnership, in each of which it owns a 75.7% interest. These
partnerships are also included in the consolidated financial statements
of the Company.
Exhibit 23
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation of our
report, dated February 14, 1997, incorporated by reference in this annual report
of CFW Communications Company on Form 10-K, into the Company's previously filed
Form S-8 Registration Statements File Nos. 2-65364, 33-31361, 33-45650 and 33-
55745 and Form S-3 Registration Statement No. 333-17945.
Richmond, Virginia
March 24, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Dec-31-1996
<CASH> 3003607
<SECURITIES> 0
<RECEIVABLES> 9441979
<ALLOWANCES> 0
<INVENTORY> 2019836
<CURRENT-ASSETS> 15553828
<PP&E> 127196054
<DEPRECIATION> 37162040
<TOTAL-ASSETS> 142399879
<CURRENT-LIABILITIES> 11595599
<BONDS> 24000000
0
0
<COMMON> 43378440
<OTHER-SE> 42623486
<TOTAL-LIABILITY-AND-EQUITY> 142399879
<SALES> 0
<TOTAL-REVENUES> 49948287
<CGS> 0
<TOTAL-COSTS> 34533308
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1325000
<INCOME-PRETAX> 15179220
<INCOME-TAX> 5162497
<INCOME-CONTINUING> 9549706
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9549706
<EPS-PRIMARY> 0.73
<EPS-DILUTED> 0
</TABLE>
