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, 1997 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 (I R S 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 8/13/97 12,982,749 -------------------------- ---------- CFW COMMUNICATIONS COMPANY I N D E X - - - - - Page Number ------ PART I. FINANCIAL INFORMATION Condensed Consolidated Balance Sheets, June 30,1997 and December 31, 1996 3-4 Condensed Consolidated Statements of Income, Three and Six Months Ended June 30, 1997 and 1996 5 Condensed Consolidated Statements of Cash Flows, Six Months Ended June 30,1997 and 1996 6 Notes to Condensed Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-12 PART II. OTHER INFORMATION 13 SIGNATURES 14-15 PART I. FINANCIAL INFORMATION Item 1. Financial Statements CFW COMMUNICATIONS COMPANY Condensed Consolidated Balance Sheets ASSETS June 30, 1997 December 31, (unaudited) 1996 ------------- ------------ CURRENT ASSETS Cash and cash equivalents $ 564,922 $ 3,003,607 Accounts receivable, including interest receivable 12,013,258 9,441,979 Note receivable 175,415 126,062 Materials and supplies 1,880,225 2,019,836 Prepaid expenses 351,053 345,277 Income taxes receivable - 617,067 ------------- ------------ 14,984,873 15,553,828 ------------- ------------ SECURITIES AND INVESTMENTS 11,693,438 20,597,270 ------------- ------------ PROPERTY AND EQUIPMENT In service 129,152,536 124,388,071 Under construction 4,029,183 2,807,983 ------------- ------------ 133,181,719 127,196,054 Less: accumulated depreciation 41,124,846 37,162,040 ------------- ------------ 92,056,873 90,034,014 ------------- ------------ OTHER ASSETS Cost in excess of net assets of business acquired, less accumulated amortization 13,455,249 12,660,497 Deferred charges 2,349,317 2,198,923 Deposit for PCS licenses - 1,355,347 Radio spectrum licenses 6,376,195 - ------------- ------------ 22,180,761 16,214,767 ------------- ------------ TOTAL ASSETS $140,915,945 $142,399,879 ============= ============ CFW COMMUNICATIONS COMPANY Condensed Consolidated Balance Sheets LIABILITIES AND SHAREHOLDERS' EQUITY June 30, 1997 December 31, (unaudited) 1996 ------------- ------------ CURRENT LIABILITIES Accounts payable $ 2,690,691 $ 3,346,045 Customers' deposits 498,354 469,566 Advance billings 2,141,785 1,876,808 Accrued payroll 690,272 1,007,883 Accrued interest 737,777 726,000 Other accrued liabilities 2,817,572 2,987,816 Deferred revenue 1,676,372 1,181,481 Income taxes payable 1,919,522 - ------------- ------------ 13,172,345 11,595,599 ------------- ------------ LONG-TERM DEBT 21,700,000 24,000,000 ------------- ------------ LONG-TERM LIABILITIES Deferred income taxes 8,561,757 10,702,885 Retirement benefits other than pensions 8,078,315 7,724,107 Other 1,463,397 1,478,467 ------------- ------------ 18,103,469 19,905,459 ------------- ------------ MINORITY INTERESTS 648,912 896,895 ------------- ------------ SHAREHOLDERS' EQUITY Preferred stock, no par - - Common stock, no par 43,378,440 43,378,440 Retained earnings 45,874,455 40,163,310 Unrealized gain (loss) on securities available for sale (1,961,676) 2,460,176 ------------- ------------ 87,291,219 86,001,926 ------------- ------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $140,915,945 $142,399,879 =============== ============== See accompanying notes to condensed consolidated financial statements. CFW COMMUNICATIONS COMPANY Condensed Consolidated Statements of Income (Unaudited) Three Months Ended Six Months Ended ------------------------ ---------------------- June 30, June 30, June 30, June 30, 1997 1996 1997 1996 -------- -------- -------- -------- OPERATING REVENUES Wireline communications $ 8,420,632 $ 7,917,085 $16,733,892 $15,956,618 Wireless communications 2,925,150 2,294,719 5,634,068 4,261,432 Directory assistance 2,544,388 1,649,605 4,459,975 3,274,813 Other communications services 612,748 443,824 1,141,031 873,409 ------------- ------------- ------------ ----------- 14,502,918 12,305,233 27,968,966 24,366,272 ------------- ------------- ------------ ----------- OPERATING EXPENSES Maintenance and support 2,502,451 2,432,266 4,566,505 4,779,672 Depreciation & Amortization 2,231,207 1,897,927 4,417,569 3,711,454 Customer operations 3,406,814 2,761,002 6,452,099 5,508,284 Corporate operations 1,755,233 1,179,917 3,439,239 2,611,088 ------------- ------------- ------------- ------------ 9,895,705 8,271,112 18,875,412 16,610,498 ------------- ------------- ------------- ------------ OPERATING INCOME 4,607,213 4,034,121 9,093,554 7,755,774 OTHER INCOME (EXPENSE) Other expenses, principally interest (191,987) (411,325) (582,221) (747,875) Interest and dividend income 52,003 158,913 129,270 302,888 Equity Income (loss)- Wireless Investees (15,241) 155,451 47,289 387,178 Gain on sale of investment 5,077,379 - 5,077,379 - ------------- ------------- ------------- ------------ 9,529,367 3,937,160 13,765,271 7,697,965 INCOME TAXES 3,591,353 1,465,960 5,202,359 2,875,569 ------------- ------------- ------------- ------------ 5,938,014 2,471,200 8,562,912 4,822,396 MINORITY INTERESTS (32,616) (139,186) (177,588) (184,263) ------------- ------------- ------------- ------------- NET INCOME $ 5,905,398 $ 2,332,014 $ 8,385,324 $ 4,638,133 ============= ============= ============= ============ Net income per share: Income before minority interests $ 0.455 $ 0.189 $ 0.656 $ 0.369 Minority interests ( 0.003) ( 0.010) ( 0.014) ( 0.014) ------------- ------------- ------------- ------------- Net income $ 0.452 $ 0.179 $ 0.642 $ 0.355 ============= ============= ============= ============ Average shares outstanding 13,044,837 13,043,727 13,053,824 13,047,652 ============= ============= ============= ============ Cash dividends per share $ 0.103 $ 0.098 $ 0.206 $ 0.196 ============= ============= ============= ============ See accompanying notes to condensed consolidated financial statements. CFW COMMUNICATIONS COMPANY Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, June 30, 1997 1996 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 8,385,324 $ 4,638,133 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 4,169,502 3,351,370 Amortization 248,067 360,084 Deferred taxes 674,093 288,031 Retirement benefits other than pensions 354,208 293,485 Other 473,697 121,602 Distributions received from investments 68,649 155,141 Equity from wireless investees (47,289) (351,383) Minority interests, net of distributions 28,918 38,508 Gain on sale of investment (5,077,379) - Changes in assets and liabilities from operations: (Increase) decrease in accounts receivable (2,571,279) 73,609 (Increase) decrease in materials and supplies 139,611 (9,590) (Increase) decrease in other current assets 561,938 (109,101) Decrease in accounts payable (655,354) (1,697,484) Increase (decrease) in other accrued liabilities (825,616) 1,013,149 Increase in other current liabilities 2,213,287 367,587 ------------- ------------ Net cash provided by operating activities 8,140,377 8,533,141 ------------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (6,192,361) (7,012,081) Purchase of radio spectrum licenses (5,031,818) - Cash flows from securities and investments 128,378 735,308 Purchase of minority interest (1,103,481) - Proceeds from Sale of Investment 6,594,399 - ------------- ------------ Net cash used in investing activities (5,604,883) (6,276,773) ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends (2,674,179) (2,543,459) Repayment of borrowings (2,300,000) - Other - (175,176) ------------- ------------- Net cash used in financing activities (4,974,179) (2,718,635) -------------- ------------- Decrease in cash and cash equivalents (2,438,685) (462,267) Cash and cash equivalents: Beginning 3,003,607 5,264,986 ------------- ------------ Ending $ 564,922 $ 4,802,719 ============= ============ See accompanying notes to condensed consolidated financial statements. 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, 1996, contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1997 and December 31, 1996 and the results of operations for the three and six months ended June 30, 1997 and 1996 and cash flows for the six months ended June 30, 1997 and 1996. Certain amounts on the 1996 financial statements have been reclassified, with no effect on net income, to conform with classifications adopted in 1997. (2) The results of operations for the three and six months ended June 30, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. (3) The Company has currently outstanding 415,070 options to acquire shares of common stock, of which 211,768 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. The Company will adopt FAS 128, Earnings Per Share (EPS), for periods ending after December 15, 1997. This standard replaces the presentation of primary EPS with a presentation of basic EPS. The required change in the computation of EPS is not expected to have a significant impact on the Company's EPS. (4) In April, 1997 the Company sold its 30% limited interest in the Roanoke MSA Cellular Partnership to GTE Wireless (GTE) for approximately $6.6 million and recognized a gain on the sale of approximately $5.1 million. In addition, in April, 1997 the Company purchased from GTE an 8.4% limited interest in the Virginia RSA6 Cellular Partnership for approximately $1.1 million. At June 30, 1997, the Company has an 84% ownership interest in the Virginia RSA6 Cellular Partnership. (5) In April, 1997, the Company and R&B Communications, Inc. (R&B) purchased from GTE part of its Personal Communications Services (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 was approximately $8.5 million of which the Company's share was approximately $4.25 million. In August, 1997 the Company and R&B formed the West Virginia PCS Alliance, L.C. (WV PCS Alliance) and contributed the aforementioned license along with PCS radio spectrum licenses for the Basic Trading Areas (BTAs) of Clarksburg-Elkins, WV; Fairmont, WV; Morgantown, WV; and Cumberland, MD. to the WV PCS Alliance. In August, 1997 the Company also invested $1.0 million of cash in the WV PCS Alliance. In exchange for the cash investment and contribution of licenses, the Company holds a 45% common ownership interest in the WV PCS Alliance. These licenses enable the WV PCS Alliance to build-out and operate a PCS system to provide PCS services to a 2.0 million populated area. The Company is managing such build-out. The WV PCS Alliance expects to commence operations during the first half of 1998. The Company will account for its investment in the WV PCS Alliance under the equity method of accounting and expects to provide guarantees for a portion of the debt obligations to be incurred by the WV PCS Alliance. CFW COMMUNICATIONS COMPANY Item 2. Management's Discussion And Analysis Of Financial Conditions And Results Of Operations Three and Six Months Ended June 30, 1997 and 1996 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. Management expects continued proportionate growth in revenue, operating cash flows and operating income from its current consolidated operations. However, lower operating margins due to start-up costs of newer businesses are expected. The Company's recognition of its proportionate share of losses associated with the start-up of Virginia PCS Alliance, L.C. (VA Alliance), WV PCS 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. CFW COMMUNICATIONS COMPANY Item 2. Management's Discussion And Analysis Of Financial Conditions And Results Of Operations Continued RESULTS OF OPERATIONS The Company had net income of $5.9 million, or $0.45 per share, for the second quarter 1997, including a $5.1 million ($3.1 million after tax or $0.24 per share) gain on the sale of its investment in the Roanoke Cellular partnership. Exclusive of this gain, net income for the second quarter 1997 increased 18% to $2.8 million, or $0.21 per share, over second quarter 1996 net income of $2.3 million, or $0.18 per share. For the six months ended June 30, 1997 net income was $8.4 million or $0.64 per share up from $4.6 million or $0.36 per share for the prior year's comparable period. Operating revenues were $14.5 million for the second quarter 1997 and $28.0 million for the six months ended June 30, 1997, an 18% increase over second quarter 1996 revenues of $12.3 million and a 15% increase over the $24.4 million for the prior year's comparable period. Operating cash flows for the second quarter 1997 were $6.8 million, a 15% increase over second quarter 1996 operating cash flows of $5.9 million. Operating cash flows for the six months ended June 30, 1997 were $13.5 million, an 18% increase over the $11.5 million for the prior year's comparable period. These results reflect strong contributions from CFW's managed cellular operations, positive cash flow contributions from wireless cable and growth in telephone access lines, minutes of use and calling features. OPERATING REVENUES Total operating revenues increased $2.2 million or 18% for the three months ended June 30, 1997 and $3.6 million or 15% for the six months then ended as compared to the same periods in 1996. These increases are primarily attributable to the net addition of over 10,000 combined cellular, paging and wireless cable customers from a year ago and an expansion of more than 60% of the Company's directory assistance contract. In addition, over 4% growth in access lines, 5% growth in access and toll minutes, double digit growth in calling features and doubling of internet customers have also contributed to the revenue increases. WIRELINE COMMUNICATIONS Revenues from the Company's wireline operations, which include telephone revenues, fiber optic network usage and wireline cable revenues, increased $0.5 million or 6% and $0.8 million or 5% for the three and six months ended June 30, 1997. Telephone revenues, which include local service, access and toll services, directory advertising and calling feature revenues were $7.1 million and $14.1 million for the three and six months ended June 30, 1997, an increase of $0.4 million or 6% and $0.5 million or 4%, respectively, over the comparable periods in 1996. These revenue increases were due in part to a 6% growth in toll and access minutes of use in second quarter 1997 compared to second quarter 1996 and a 5% growth for the comparable six month period ending June 30, 1997. Internet revenues increased $0.1 million or 89% and $0.2 million or 129% for the three and six months ended June 30, 1997. These increases reflect a 108% increase in the customer base over the first six months of 1996. WIRELESS COMMUNICATIONS Revenues from the Company's wireless communications, which include cellular, paging, wireless cable, and other miscellaneous revenues, increased $0.6 million or 28% and $1.4 million or 32% for the three and six months ended June 30, 1997. Cellular revenues, including access, air time and roaming charges, increased by $0.4 million or 24% for the CFW COMMUNICATIONS COMPANY Item 2. Management's Discussion And Analysis Of Financial Conditions And Results Of Operations Continued three month period and $1.0 million or 31% for the comparable six month period. Contributing to this growth was a 43% growth in the RSA6 cellular customer base over the first six months of 1996. Wireless cable revenue increased $0.2 million or 39% and $0.4 million or 35% for the three and six months ended June 30, 1997, primarily due to customer growth of 31% over the comparable six months of 1996. The cable customer growth reflects continued penetration in the Charlottesville, Shenandoah Valley and Richmond markets. DIRECTORY ASSISTANCE The commencement of directory assistance services to customers seeking telephone numbers in New Jersey and Delaware during the first half of 1997 generated an additional $0.9 million or 54% and $1.2 million or 36% increase in revenues for the three and six month periods ending June 30, 1997 as compared to the same periods for 1996. The addition of New Jersey and Delaware is expected to generate, on an annualized basis, over 60% growth in calling volume. OPERATING EXPENSES Operating expenses increased $1,624,600 or 20% for the three month period ended June 30, 1997 and $2,264,900 or 14% for the six months then ended as compared to the same time periods in 1996. Approximately $800,000 and $1,100,000 of this increase for the three and six months ended June 30, 1997, respectively, was due to the operating expenses, excluding depreciation and amortization, of the Company's directory assistance service, which expanded to include New Jersey and Delaware during the first half of 1997. Depreciation and amortization expense increased $333,300 and $706,100 for the three and six months June 30, 1997 as a result of capital additions primarily in telephone, network, wireless cable, and information services businesses relating to continued business expansion. As a percentage of total operating revenues, total operating expenses remained relatively unchanged at 68% for the three and six months ended June 30, 1997 as compared to the same time periods in 1996. The year over year decrease of operating expenses, excluding depreciation and amortization, as a percent of total operating revenues is offset by the continued growth in depreciation and amortization related to capital expansion. MAINTENANCE AND SUPPORT EXPENSE Maintenance and support expense, which includes property and equipment maintenance, general engineering and general administration of plant operations, increased $70,200 or 3% and decreased $213,200 or 4.5% for the three and six months ended June 30, 1997. The three month increase is primarily attributable to Company growth and property and equipment expansion. These expenses remained relatively consistent for the six months ended June 30, 1997 due to increases associated with growth in operations offset by a decrease in pricing for network facilities for the directory assistance service. DEPRECIATION AND AMORTIZATION EXPENSE Depreciation and amortization expense increased $333,300 or 18% and $706,100 or 19% for the three and six months period ended June 30, 1997. Capital expenditures related to wireless cable customer growth increased depreciation by approximately $163,000 and $450,000 for the three and six months ended June 30, 1997. Expansion of the fiber optic CFW COMMUNICATIONS COMPANY Item 2. Management's Discussion And Analysis Of Financial Conditions And Results Of Operations Continued network for competitive access and the capital expenditures relating to the cellular business were also contributing factors to the increase in depreciation and amortization expense. 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 $646,000 or 23% and $944,000 or 17% for the three and six month period ended June 30, 1997. This reflects continued training and additional staff related to the expansion of area codes handled for directory assistance in the New Jersey and Delaware areas. CORPORATE OPERATIONS EXPENSE Corporate operations expense, which includes taxes other than income, executive, planning, accounting, external relations, legal, purchasing, information management, human resources and other general and administrative expenses increased $575,300 or 49% and $828,200 or 32% for the three and six month period ended June 30, 1997. This increase relates primarily to internal infrastructure growth necessary to support the growth in several of the businesses and increased benefits costs. EQUITY INCOME FROM WIRELESS INVESTEES Equity income from wireless investees, which includes equity earnings from the Company's interest in the Roanoke and RSA5 cellular partnerships decreased $170,700 or 110% and $339,900 or 88% for the three and six months ended June 30, 1997 as compared to the same periods in 1996. In April 1997, the Company sold its 30% limited interest in the Roanoke MSA cellular partnership to GTE and recognized a $5.1 million gain in the second quarter (see Note 4 to the Financial Statements). INCOME TAXES Income taxes increased $2,125,400 and $2,326,800 for the three and six months ended June 30, 1997 as compared to the same periods in 1996. This increase is due to an increase in taxable income from operations and $1.9 million of taxes from the gain on sale of the Roanoke MSA cellular partnership. The effective rate remained unchanged at 38% for the six month period ended June 30, 1997 and 1996. MINORITY INTERESTS Minority interests decreased $106,600 for the three month period ended June 30, 1997 as compared to the comparable period in 1996. As described in Note 4 to the Financial Statements, this was a result of the purchase of an additional 8.4% interest in the RSA6 partnership. LIQUIDITY AND CAPITAL RESOURCES In the six months ended June 30, 1997, net cash provided by operating activities was $8.1 million. Principal changes in operating assets and liabilities included a $2.6 million increase in accounts receivable which represented the short term advances to the PCS Alliances, the addition of two states for the directory assistance contract, CFW COMMUNICATIONS COMPANY Item 2. Management's Discussion And Analysis Of Financial Conditions And Results Of Operations Continued and the receivable for directory advertising. Deferred tax liabilities decreased $2.1 million primarily due to the tax effect of the decrease in unrealized gain on securities available for sale. Other current liabilities increased $2.2 million due to the $1.9 million of additional income taxes payable relating primarily to the gain on the sale of the investment in Roanoke MSA cellular partnership. Finally, accounts payable and other accrued liabilities decreased by $655,400 and $825,600, respectively, due to the timing of payments at the quarter end. The Company's investing activities for the six months ended June 30, 1997 included $6.2 million for the purchase of property and equipment, including $1.2 million towards the construction of the PCS facility, $770,000 for accounting and human resources software, and additions attributable to customer expansion throughout all operating divisions. Other significant investing activities include $5.0 million for the purchases of PCS and WCS radio spectrum licenses, $1.1 million use of funds for the purchase of a portion of VA RSA6 minority interest, and a $6.6 million source of funds representing the proceeds from the sale of the Roanoke MSA cellular partnership. Net cash used in financing activities for the six months ended June 30, 1997 aggregated $5.0 million, including $2.3 million to repay funds borrowed on an available lines of credit and $2.7 million used to pay dividends on outstanding capital stock. Capital expenditures for 1997 are expected to approximate 1996 levels in order for the Company to continue its growth trend in wireless communications and other services. The Company has entered into guaranty agreements whereby the Company is committed to provide guarantees of up to $36.2 million of the VA PCS Alliance's debt and redeemable preferred obligations, with such guarantee becoming effective as obligations are incurred by the Alliance. At June 30, 1997, the Company has guaranteed $11.4 million of the Alliance's obligations. As described in Note 4 to the Financial Statements, in August 1997 the Company invested approximately $1.0 million and contributed certain PCS licenses to the WVA PCS Alliance in exchange for 45% common ownership interest. 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 None. 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 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 August 13, 1997 ---------------------------- J. S. Quarforth, President and Chief Executive Officer August 13, 1997 ------------------------------- C. S. Smith, VP-Administration, Treasurer and Secretary August 13, 1997 ------------------------------- M. B. Moneymaker Vice President - Finance 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 August 13, 1997 /s/ J. S. Quarforth ------------------------------------ J. S. Quarforth, President and Chief Executive Officer August 13, 1997 /s/ C. S. Smith ------------------------------------ C. S. Smith, VP-Administration, Treasurer and Secretary August 13, 1997 /s/ M. B. Moneymaker ------------------ M. B. Moneymaker Vice President - Finance EXHIBIT 27