SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q/A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2001
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-- EXCHANGE ACT OF 1934
For the transition period from ___ To
Commission file number 0-11174
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WARWICK VALLEY TELEPHONE COMPANY
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(Exact name of registrant as specified in its charter)
NEW YORK 14-1160510
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
47 MAIN STREET, WARWICK, NEW YORK 10990
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (845) 986-8080
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Former name, former address and former fiscal year, if changed since last
report.
INDICATE BY CHECK 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
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Indicate the number of shares outstanding of each of the issuers'
classes of common stock, as of the latest practicable date: 1,803,519 common
shares, no par value, outstanding at June 30, 2001.
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WARWICK VALLEY TELEPHONE COMPANY
CONSOLIDATED BALANCE SHEET
JUNE 30, DECEMBER 31,
2001 2000
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(Unaudited) (Audited)
CURRENT ASSETS:
Cash $ 916,568 $ 738,495
Accounts receivable-net of reserve for uncollectibles 4,037,337 4,090,401
Materials and supplies 2,735,350 1,665,679
Prepaid expenses 1,265,353 487,805
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TOTAL CURRENT ASSETS: 8,954,608 6,982,380
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NONCURRENT ASSETS:
Unamortized debt issuance expense 12,988 15,630
Other deferred charges 54,719 93,613
Investments 4,857,837 5,488,603
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TOTAL NONCURRENT ASSETS: 4,925,544 5,597,846
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PROPERTY, PLANT & EQUIPMENT:
Plant in service 50,269,035 49,338,440
Plant under construction 4,801,154 2,454,882
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55,070,189 51,793,322
Less: Accumulated depreciation 24,218,373 22,360,624
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TOTAL PROPERTY, PLANT & EQUIPMENT 30,851,816 29,432,698
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TOTAL ASSETS $44,731,968 $42,012,924
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ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
WARWICK VALLEY TELEPHONE COMPANY
CONSOLIDATED BALANCE SHEET
JUNE 30, DECEMBER 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2001 2000
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(Unaudited) (Audited)
CURRENT LIABILITIES:
Notes payable $ 6,050,000 $ 4,950,000
Accounts payable 2,295,852 2,799,229
Advance billing and payments 77,798 193,862
Customer deposits 132,557 130,990
Accrued taxes 1,091 26,432
Accrued interest 94,107 28,563
Other accrued expenses 207,451 381,023
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TOTAL CURRENT LIABILITIES 8,858,856 8,510,099
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LONG TERM DEBT 4,000,000 4,000,000
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DEFERRED CREDITS:& OTHER LONG TERM LIABILITIES
Accumulated deferred federal income taxes 2,285,611 2,207,871
Unamortized investment tax credits 63,047 81,047
Other deferred credits 290,298 47,218
Post retirement benefit obligation 712,899 772,756
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TOTAL DEFERRED CREDITS:& OTHER LONG TERM LIABILITIES 3,351,855 3,108,892
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STOCKHOLDERS' EQUITY:
Preferred stock - 5% cumulative; $100 par value;
Authorized 7,500 shares;
Issued and outstanding 5,000 shares 500,000 500,000
Common stock - no par value;
Authorized shares: 2,160,000
Issued 1,994,016 for 6/30/01 and 1,993,593 for 12/31/00 3,467,749 3,450,465
Retained earnings 27,938,308 25,828,268
Treasury stock at cost, 190,497 shares for 6/30/01 and
12/31/00, respectively (3,384,800) (3,384,800)
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TOTAL SHAREHOLDERS EQUITY 28,521,257 26,393,933
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 44,731,968 $ 42,012,924
============ ============
Please see the accompanying notes, which are an integral part of these financial
statements.
ITEM 1. FINANCIAL STATEMENTS
WARWICK VALLEY TELEPHONE COMPANY
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2001 2000 2001 2000
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OPERATING REVENUES:
Local network service $ 1,047,362 $ 1,003,829 $ 2,166,253 $ 2,033,538
Network access service 1,779,651 1,681,164 3,745,086 3,458,760
Long distance network service 523,640 573,212 1,091,669 1,195,667
Directory advertising 281,989 261,105 562,749 526,449
Long distance sales 512,237 490,226 1,040,433 958,408
Internet services 1,623,926 1,474,601 2,971,462 2,625,570
Other services and sales 1,065,730 846,292 2,236,576 1,784,404
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Total operating revenues 6,834,535 6,330,429 13,814,228 12,582,796
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OPERATING EXPENSES:
Plant specific 895,727 818,947 1,822,319 1,517,174
Plant non-specific:
Depreciation & amortization 958,283 911,773 1,920,588 1,815,156
Other 535,425 365,626 1,033,390 735,921
Customer operations 1,027,839 996,126 2,204,231 2,080,980
Corporate operations 787,237 742,872 1,470,222 1,543,998
Cost of services and sales 575,835 523,960 1,150,328 1,035,069
Property, revenue and payroll taxes 445,078 424,582 866,915 799,865
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Total operating expenses 5,225,424 4,783,886 10,467,993 9,528,163
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OPERATING INCOME 1,609,111 1,546,543 3,346,235 3,054,633
OTHER INCOME (EXPENSE)
Interest expense (190,965) (142,515) (368,533) (289,277)
Interest income 85,291 25,792 113,854 50,835
Income from cellular partnership 1,387,597 786,789 2,395,319 1,513,118
Other income (expense) (6,510) 29,963 (2,939) 55,691
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Total other income (expense) - net 1,275,413 700,029 2,137,701 1,330,367
INCOME BEFORE TAXES 2,884,524 2,246,572 5,483,936 4,385,000
FEDERAL INCOME TAXES 971,738 754,235 1,846,538 1,471,700
NET INCOME 1,912,786 1,492,337 3,637,398 2,913,300
PREFERRED DIVIDENDS 6,250 6,250 12,500 12,500
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INCOME APPLICABLE TO COMMON STOCK $ 1,906,536 $ 1,486,087 $ 3,624,898 $ 2,900,800
----------------------------- -----------------------------
NET INCOME PER AVERAGE SHARE OF
OUTSTANDING COMMON STOCK $ 1.06 $ 0.83 $ 2.01 $ 1.59
============================= =============================
CASH DIVIDENDS PAID PER SHARE $ 0.41 $ 0.37 $ 0.84 $ 0.74
============================= =============================
AVERAGE SHARES OF COMMON STOCK
OUTSTANDING 1,804,251 1,819,115 1,804,251 1,818,613
============================= =============================
The accompanying notes are an integral part of the financial statements.
ITEM 1. FINANCIAL STATEMENTS
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WARWICK VALLEY TELEPHONE COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(Unaudited)
2001 2000
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CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 3,637,398 $ 2,913,300
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation and amortization 1,920,588 1,815,156
Deferred income tax and investment tax credit 242,963
81,589
Interest charged to construction (106,013) (39,030)
Change in assets and liabilities:
(Increase) Decrease in accounts receivable 53,064 (441,134)
(Increase) Decrease in materials and supplies (1,069,671) (154,344)
(Increase) Decrease in prepaid expenses (777,548) (222,942)
(Increase) Decrease in deferred charges 38,894 165,001
Increase (Decrease) in accounts payable (503,377) 234,436
Increase (Decrease) in customers' deposits 1,567 4,310
Increase (Decrease) in advance billing and payment (116,064) 81,678
Increase (Decrease) in accrued expenses 40,203 (11,931)
Increase (Decrease) in other liabilities (173,572) (152,994)
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Net cash provided by operating activities 3,188,432 4,273,095
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CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (3,337,064) (2,310,423)
Interest charged to construction 106,013 39,030
Changes in other investments 630,766 (388,194)
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Net cash used in investing activities (2,600,285) (2,659,587)
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CASH FLOW FROM FINANCING ACTIVITIES:
Increase (Decrease) in notes payable 1,100,000 2,100,000
Repayment of long term debt 0 (3,000,000)
Sale of common stock 17,284 77,835
Dividends (1,527,358) (1,358,645)
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Net cash provided by (used in) financing activities (410,074) (2,180,810)
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Increase (Decrease) in cash and cash equivalents 178,073 (567,302)
Cash and cash equivalents at beginning of year 738,495 865,521
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Cash and cash equivalents at end of year $ 916,568 $ 298,219
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The accompanying notes are an integral part of the financial statements.
ITEM 1. FINANCIAL STATEMENTS
WARWICK VALLEY TELEPHONE COMPANY
NOTES TO FINANCIAL STATEMENTS
1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company's management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included. Operating results for the six-month period
ended June 30, 2001 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001.
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 financial statements, and the
reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates. The balance sheet as of December 31,
2000 has been derived from the audited consolidated financial statements at that
date but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
For further information, please refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000.
RECENT ACCOUNTING PRONOUNCEMENTS - In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement establishes accounting and reporting standards for
derivative instruments and hedging activities. SFAS No. 133 requires, among
other things, that all derivative instruments be recognized at fair value as
assets or liabilities in the consolidated balance sheets and changes in fair
value generally be recognized currently in earnings unless specific hedge
accounting criteria are met. The adoption of SFAS No. 133 on January 1, 2001
will have no impact on our consolidated financial results.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations."
This pronouncement eliminated the use of the "pooling of interests" method of
accounting for all mergers and acquisitions. As a result, all mergers and
acquisitions will be accounted for using the "purchase" method of accounting.
SFAS No. 141 is effective for all mergers and acquisitions initiated after June
30, 2001. Adoption of this pronouncement has no impact on our results from
operations or our financial position.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." This statement addresses financial accounting and reporting
for intangible assets (excluding goodwill) acquired individually or with a group
of other assets at the time of their acquisition. It also addresses financial
accounting and reporting for goodwill and other intangible assets subsequent to
their acquisition. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. We currently estimate the adoption of SFAS No. 142 will have
no impact on our results from operations or our financial position.
WARWICK VALLEY TELEPHONE COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS -SIX MONTHS ENDED JUNE 30, 2001 - The Company's net income
from all sources increased $724,098 (or 24.9%) to $3,637,398 for the six-month
period ended June 30, 2001, as compared to $2,913,300 for the corresponding
period in 2000. Operating revenues increased by $1,220,236 (or 9.7%) after
provision for uncollectibles, to $13,783,028 for the six-month period ended June
30, 2001 as compared to $12,562,792 for the corresponding period of 2000. The
change in operating revenues was primarily the result of increases in reciprocal
compensation of $502,620 (or 150.3%), online services of $345,892 (or 13.2%) and
network access service of $357,240 (or 27.3%) during the period as compared to
the same six-month period of 2000.
Total operating expenses increased by $939,830 (or 9.9%) to $10,467,993
for the six-month period ended June 30, 2001 as compared $9,528,163 for the
corresponding period in 2000 due primarily to increased trunkline agreements
($440,200), costs of salaries and benefits ($353,500), engineering expense
($151,000).
Other income (expenses) increased by $807,334 (or 60.7%) from
$1,330,367 in the six-month period ended June 30, 2000 to $2,137,701 in the
corresponding period of 2001 largely as a result of improved earnings in the
Company's cellular partnership, Verizon Wireless. (See Liquidity and Capital
Resources).
RESULTS OF OPERATIONS -THREE MONTHS ENDED JUNE 30, 2001 - The Company's net
income from all sources increased $420,449 (or 28.2%) to $1,912,786 for the
three-month period ended June 30, 2001, as compared to the $1,492,337 for the
corresponding period in 2000. Operating revenues increased by $494,158 (or 7.8%)
after provision for uncollectibles, to $6,814,585 for the three-month period
ended June 30, 2001 as compared to $6,320,427 for the corresponding period of
2000. The change in operating revenues was largely due to the increase in the
amount of $407,716 (or 121.9%) for the Company's CLEC operations during the
period as compared to the corresponding period of 2000.
Total operating expenses increased by $441,538 (or 9.2%) to $5,225,424
for the three-month period ended June 30, 2001 as compared to the $4,783,886 for
the corresponding period in 2000, primarily due to increased costs of trunkline
agreements ($181,600), legal fees ($79,500), salaries and benefits ($77,600),
and engineering expenses ($70,600).
Other income (expenses) increased by $575,384 (or 82.2%) from $700,029
in the three-month period ended June 30, 2000 to $1,275,413 for the
corresponding period of 2001 largely as a result of improved earnings in the
Company's cellular partnership, Verizon Wireless. (See Liquidity and Capital
Resources).
LIQUIDITY AND CAPITAL RESOURCES -We had $916,568 of cash and cash equivalents
available at December 31, 2000. The company has lines of credit with two banks
totaling $10,000,000 of which $3,950,000 remains unused. $4,000,000 of the total
line of credit is at a variable lending rate and borrowings are on a demand
basis without restrictions.
CASH FROM OPERATING ACTIVITIES - During 2001 the Company's primary source of
funds continues to be cash generated from operations, as shown in the
consolidated statements of cash flows. Capital expenditures exceeded net cash
flow during the six-month period ending June 30, 2001 and consequently free cash
fell to ($148,632). The primary factor in reducing free cash flow was the large
increase in material and supplies needed for plant upgrades and future
expansion.
CASH FROM INVESTING ACTIVITIES - In order to provide the high-quality
communications services expected from our customers, the company continued to
invest in and upgrade its property, plant and equipment. The amount of
investment is influenced by demand for services and products, ongoing growth as
well as regulatory commitments.
Our capital expenditures totaled $3,337,064 during the six-month period
ending June 30, 2001 as compared to $2,310,423 for the corresponding period of
2000. The majority of these expenditures can be attributed to the expansion of
our local exchange service into new markets, DSL and digital and broadband
network upgrades.
Bell Atlantic Orange County/Poughkeepsie Limited Partnership is
licensed to operate as the wire line licensee in both Orange and Dutchess
Counties, New York. The Company's share in the partnership's earnings increased
by $882,201 (or 58.3%) to $2,395,319 during the first six months of 2001,
compared to $1,513,118 for the corresponding 2000 period. It is expected that
these significant increases will continue in the near future.
The Company purchased an 8.9% ownership interest in Hudson Valley
DataNet ("HVDN"), L.L.C., for $1,000,000. HVDN is a competitive
telecommunications company that will offer high-speed bandwidth throughout the
region.
The Company owns a 19.5% interest in Zefcom, L.L.C., a licensed
reseller of wireless services. In addition to the initial capital contribution
of $1,000,000, the Company has a commitment to contribute another $500,000 to
Zefcom, L.L.C. in the form of a promissory note payable on demand.
CASH FROM FINANCING ACTIVITIES - Dividends declared by the Board of Directors of
Warwick Valley Telephone Company were $.84 per share for the six-month period
ending June 30, 2001, compared to $.74 for the corresponding period in 2000. The
total dividends paid through the second quarter of 2001 for common stock by
Warwick Valley Telephone Company was $1,514,858, compared to $1,346,145 for the
same period in 2000. Warwick Valley Telephone Company's dividend policy
considers both the expectations and requirements of shareowners and the internal
requirements of the company.
During the year, the company refinanced the $3,000,000 Series I bond
due May 1, 2000 to a notes payable with the Bank of New York.
The Telecommunications Act of 1996 (the "Act") creates a nationwide
structure in which competition is allowed and encouraged between local exchange
carriers, interexchange carriers, competitive access providers, cable TV
companies and other entities. The markets affected first have been the regional
toll areas in New York and New Jersey. Regional toll competition was implemented
in New York on January 1, 1997 and in New Jersey in May 1997. The competition in
these regional toll areas has had the effect of reducing Warwick's revenues. The
reduction in regional toll revenues for the first six months of 2001 was $53,284
(or 10.4%) from $510,258 to $456,974 in New York and $69,507 (or 9.4%) from
$740,148 to $670,641 in New Jersey as compared to the same period in 2000. Under
the Act the Company itself can provide competitive local exchange telephone
service outside its franchised territory. The Company is currently competing
with Citizen's Telecommunications of New York in the Middletown, New York area
for local service through access lines. The Company is also reviewing plans to
provide limited service in other surrounding areas in both New York and New
Jersey. However, There can be no assurances that the Company will implement any
such additional plans, or that other companies will not begin providing
competitive local exchange telephone service in the Company's franchise
territory.
On February 9, 2001 the Company filed a Petition with the New York
State Public Service Commission ("NYSPSC") seeking authority to issue unsecured
promissory notes (the "Notes") in the aggregate amount of $21,238,971. The
Company intends to use the proceeds of the Notes to replace existing equipment,
to refinance existing indebtedness and to purchase equipment to be used in
connection with the Company's new video business. The Petition is currently
pending and NYSPSC action, as well as action by any other relevant public
utility commission, is expected, but not assured, during the third quarter of
2001.
The Company has filed a petition with the NYSPSC seeking approval to
reorganize its corporate structure in order to create a holding company that
would separate its regulated local exchange operations from its deregulated
operations. Under this reorganization plan, corporate management and
administrative functions would remain at Warwick Valley Telephone Company,
proposed to be renamed WVT Communications Inc., which would become the
unregulated holding company of a regulated local exchange subsidiary (proposed
to be named Warwick Valley Telephone Company) and other unregulated
subsidiaries. Before the Company may complete this proposed reorganization plan,
it must first obtain the approval of both the NYSPSC and its shareholders.
Assuming all approvals are obtained, the Company expects to complete this
reorganization by the end of 2001.
CONSOLIDATION - The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All material intercompany
transactions and balances have been eliminated in the consolidated financial
statements. Certain prior year amounts have been reclassified to conform with
the financial statements in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000.
FORWARD LOOKING STATEMENTS - Certain statements contained in this Form 10-Q,
including, without limitation, statements containing the words "believes,"
"anticipates," "intends," "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others the following: general economic and business conditions, both
nationally and in the geographic regions in which the Company operates; industry
capacity; demographic changes; existing governmental regulations and changes in
or the failure to comply with, governmental regulations; legislative proposals
relating to the businesses in which the Company operates; competition; or the
loss of any significant ability to attract and retain qualified personnel. Given
these uncertainties, current and prospective investors should be cautioned in
their reliance on such forward-looking statements. The Company disclaims any
obligations to update any such factors or to publicly announce the results of
any revision to any of the forward-looking statements contained herein to
reflect future events or developments.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - The Company
does not hold or issue derivatives instruments for any purposes or other
financial instruments for trading purposes. The Company's only assets exposed to
market risk are its interest bearing bank accounts, into which the Company
deposits its excess operating funds on a daily basis. The Company's mortgage
liabilities currently bear interest at fixed rates. If the Company refinances
its liabilities when they mature the nature and amount of the applicable
interest rate or rates will be determined at that time
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 SECURITIES HOLDERS - Not Applicable
ITEM 5. OTHER INFORMATION - On August 6, 2001 the Company's Board of Directors
elected Mr. Philip A. Grybas to serve as its Vice President and Chief Financial
Officer.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits - Not applicable
b) Reports on Form 8-K - Form 8-K reporting date: May 11, 2001.
Item Reported - Item 5. Other Events and Regulation FD. Disclosure:
The Company filed a petition with the New York Public Service
Commission seeking approval to reorganize its corporate structure in
order to create a holding company that would separate its regulated
local exchange operations from its deregulated operations.
SIGNATURES
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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.
Warwick Valley Telephone Company
--------------------------------
Registrant
Date 11/15/01 /s/ Herbert Gareiss, Jr.
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Herbert Gareiss, Jr., Vice President
(Duly Authorized Officer)
Date 11/15/01 /s/Philip A. Grybas
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Philip A. Grybas, Vice President
(Principal Financial and Chief
Accounting Officer)