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