-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jz1ABjo8kLXVqAAqxcF/gcgwKttp1xGB6GGp8zwubVN9Xb52KyWeZ10SKlStBVMT 7gs6eCteVMWPO02lt4qR4Q== 0000950152-01-505870.txt : 20020410 0000950152-01-505870.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950152-01-505870 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARWICK VALLEY TELEPHONE CO CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11174 FILM NUMBER: 1789178 BUSINESS ADDRESS: STREET 1: 47 49 MAIN ST CITY: WARWICK STATE: NY ZIP: 10990 BUSINESS PHONE: 9149861101 MAIL ADDRESS: STREET 1: 47 49 MAIN ST STREET 2: PO BOX 592 CITY: WARWICK STATE: NY ZIP: 10990 10-Q 1 l91007ae10-q.txt WARWICK VALLEY TELEPHONE COMPANY 10-Q/9-30-01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 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 WARWICK VALLEY TELEPHONE COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 14-1160510 ------------------------------- -------------------------- (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 47 Main Street, Warwick, New York 10990 ---------------------------------------- --------------- (Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (845) 986-8080 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 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 September 30, 2001. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements WARWICK VALLEY TELEPHONE COMPANY CONSOLIDATED BALANCE SHEET
SEPTEMBER, DECEMBER 31, 2001 2000 ----------------- ----------------- (Unaudited) (Audited) CURRENT ASSETS: Cash $ 244,234 $ 738,495 Accounts receivable-net of reserve for uncollectibles 5,098,128 4,090,401 Materials and supplies 2,865,205 1,665,679 Prepaid expenses 1,022,965 487,805 ----------------- ------------------ TOTAL CURRENT ASSETS 9,230,532 6,982,380 ----------------- ------------------ NONCURRENT ASSETS: Unamortized debt issuance expense 11,667 15,630 Other deferred charges 13,508 93,613 Investments 6,028,530 5,488,603 ----------------- ------------------ TOTAL NONCURRENT ASSETS 6,053,705 5,597,846 ----------------- ------------------ PROPERTY, PLANT & EQUIPMENT: Plant in service 50,995,256 49,338,440 Plant under construction 5,439,672 2,454,882 ----------------- ------------------ 56,434,928 51,793,322 Less: Accumulated depreciation 25,136,902 22,360,624 ----------------- ------------------ TOTAL PROPERTY, PLANT & EQUIPMENT 31,298,026 29,432,698 ----------------- ------------------ TOTAL ASSETS $ 46,582,263 $ 42,012,924 ================= ==================
Item 1. Financial Statements (Continued) WARWICK VALLEY TELEPHONE COMPANY CONSOLIDATED BALANCE SHEET
SEPTEMBER, DECEMBER 31, LIABILITIES AND STOCKHOLDERS' EQUITY 2001 2000 ------------------ ---------------- (Unaudited) (Audited) CURRENT LIABILITIES: Notes payable $ 5,400,000 $ 4,950,000 Accounts payable 3,164,415 2,799,229 Advance billing and payments 55,830 193,862 Customer deposits 131,027 130,990 Accrued taxes 35,482 26,432 Accrued interest 94,263 28,563 Other accrued expenses 336,448 381,023 --------------- ------------ TOTAL CURRENT LIABILITIES 9,217,465 8,510,099 --------------- ------------ --------------- ------------ LONG TERM DEBT 4,000,000 4,000,000 --------------- ------------ DEFERRED CREDITS & OTHER LONG TERM LIABILITIES: Accumulated deferred federal income taxes 2,324,473 2,207,871 Unamortized investment tax credits 54,047 81,047 Other deferred credits 474,568 47,218 Post retirement benefit obligation 685,261 772,756 --------------- ------------ TOTAL DEFERRED CREDITS & OTHER LONG TERM LIABILITIES 3,538,349 3,108,892 --------------- ------------ 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 9/30/01 and 1,993,593 for 12/31/00 3,467,749 3,450,465 Retained earnings 29,243,500 25,828,268 Treasury stock at cost, 190,497 shares for 9/30/01 and 12/31/00, respectively (3,384,800) (3,384,800) --------------- ------------ TOTAL STOCKHOLDERS' EQUITY 29,826,449 26,393,933 --------------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $46,582,263 $42,012,924 =============== ============
The accompanying notes are an integral part of these financial statements. -2- Item 1. Financial Statements WARWICK VALLEY TELEPHONE COMPANY CONSOLIDATED STATEMENT OF INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2001 2000 2001 2000 ---- ---- ---- ---- OPERATING REVENUES: Local network service $1,078,617 $1,005,437 $ 3,244,870 $ 3,038,975 Network access service 1,890,271 1,791,806 5,635,357 5,250,566 Long distance network service 535,023 586,446 1,626,692 1,782,113 Directory advertising 308,035 274,926 870,784 801,375 Long distance sales 530,622 519,329 1,571,055 1,477,737 Internet services 1,584,507 1,523,299 4,555,969 4,148,869 Other services and sales 978,899 1,719,239 3,215,475 3,503,642 ---------- ---------- ----------- ----------- Total operating revenues 6,905,974 7,420,482 20,720,202 20,003,277 ---------- ---------- ----------- ----------- OPERATING EXPENSES: Plant specific 781,533 816,538 2,603,852 2,333,712 Plant non-specific: Depreciation & amortization 899,954 827,308 2,820,542 2,642,465 Other 520,480 383,305 1,553,870 1,119,226 Customer operations 1,111,260 1,023,038 3,315,491 3,104,018 Corporate operations 707,283 744,727 2,177,505 2,288,724 Cost of services and sales 489,564 483,239 1,639,892 1,518,309 Property, revenue and payroll taxes 346,553 424,852 1,213,468 1,224,717 ---------- ---------- ----------- ----------- Total operating expenses 4,856,627 4,703,007 15,324,620 14,231,171 ---------- ---------- ----------- ----------- OPERATING INCOME 2,049,347 2,717,475 5,395,582 5,772,106 OTHER INCOME (EXPENSE) Interest expense (144,776) (153,324) (513,309) (442,602) Interest income 82,795 28,127 196,649 78,962 Income from cellular partnership 1,170,691 928,827 3,566,010 2,441,945 Other income (expense) (9,640) 14,934 (12,579) 70,626 ---------- ---------- ----------- ----------- Total other income (expense) - net 1,099,070 818,564 3,236,771 2,148,931 INCOME BEFORE TAXES 3,148,417 3,536,039 8,632,353 7,921,037 FEDERAL INCOME TAXES 1,061,461 1,192,651 2,907,999 2,664,352 NET INCOME 2,086,956 2,343,388 5,724,354 5,256,685 PREFERRED DIVIDENDS 6,250 6,250 18,750 18,750 ---------- ---------- ----------- ----------- INCOME APPLICABLE TO COMMON STOCK $2,080,706 $2,337,138 $ 5,705,604 $ 5,237,935 ---------- ---------- ----------- ----------- NET INCOME PER AVERAGE SHARE OF OUTSTANDING COMMON STOCK $ 1.15 $ 1.32 $ 3.16 $ 2.91 ========== ========== =========== =========== CASH DIVIDENDS PAID PER SHARE $ 0.43 $ 0.40 $ 1.27 $ 1.14 ========== ========== =========== =========== AVERAGE SHARES OF COMMON STOCK OUTSTANDING 1,804,251 1,806,087 1,804,251 1,814,437 ========== ========== =========== ===========
The accompanying notes are an integral part of the financial statements. -3- Item 1. Financial Statements (Continued) WARWICK VALLEY TELEPHONE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited)
2001 2000 -------------- ------------- CASH FLOW FROM OPERATING ACTIVITIES: Net Income $ 5,724,354 $ 5,256,685 Adjustments to reconcile net income to net cash Provided by operating activities: Depreciation and amortization 2,820,542 2,642,465 Deferred income tax and investment tax credit 429,457 119,098 Interest charged to construction (185,824) (60,200) Change in assets and liabilities: (Increase) Decrease in accounts receivable (1,007,727) (863,447) (Increase) Decrease in materials and supplies (1,199,526) (632,371) (Increase) Decrease in prepaid expenses (535,160) (157,696) (Increase) Decrease in deferred charges 80,105 201,544 Increase (Decrease) in accounts payable 365,186 884,371 Increase (Decrease) in customers' deposits 37 2,810 Increase (Decrease) in advance billing and payment (138,032) 59,402 Increase (Decrease) in accrued expenses 74,750 546,670 Increase (Decrease) in other liabilities (44,575) (220,084) ----------- ----------- Net cash provided by operating activities 6,383,587 7,779,247 ----------- ----------- CASH FLOW FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (4,681,907) (3,238,495) Interest charged to construction 185,824 60,200 Changes in other investments (539,927) (2,317,028) ----------- ----------- Net cash used in investing activities (5,036,010) (5,495,323) ----------- ----------- CASH FLOW FROM FINANCING ACTIVITIES: Increase (Decrease) in notes payable 450,000 2,900,000 Repayment of long term debt 0 (3,000,000) Sale of common stock 17,284 79,241 Purchase of treasury stock 0 (604,510) Dividends (2,309,122) (2,086,104) ----------- ----------- Net cash provided by (used in) financing activities (1,841,838) (2,711,373) ----------- ----------- Increase (Decrease) in cash and cash equivalents (494,261) (427,449) Cash and cash equivalents at beginning of year 738,495 865,521 ----------- ----------- Cash and cash equivalents as of September 30, $ 244,234 $ 438,072 =========== ===========
The accompanying notes are an integral part of the financial statements. -4- 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 nine-month period ended September 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 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. In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long Lived Assets", which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning after December 15, 2001. The adoption of SFAS 144 will have no impact on our results of operation or our financial position. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS NINE MONTHS ENDED September 30, 2001 - The Company"s net income from all sources increased $467,669 (or 8.9%) to $5,724,354 for the nine-month period ended September 30, 2001, as compared to an increase of $1,182,324 to $5,256,685 for the corresponding period in 2000. Operating revenues increased by $716,925 (or 3.6%) to $20,720,202 for the nine-month period ended September 30, 2001 as compared to $20,003,277 for the corresponding period of 2000. The change in operating revenues was primarily the result of increases in online services of $407,100 (or 9.8%) and network access service of $384,791 (or 7.3%) during the period as compared to the same nine-month period of 2000. Operating expenses increased by $1,093,449 (or 7.7%) to $15,324,620 for the nine-month period ended September 30, 2001 as compared to an increase of $1,956,173 (or 15.9%) to $14,231,171 for the corresponding period in 2000 due primarily to increased trunkline agreements ($622,174), costs of salaries and benefits ($360,962), and depreciation expense of ($180,539). -5- Other income and expenses increased by $1,087,840 (or 50.6%) from $2,148,931 in the nine-month period ended September 30, 2000 to $3,236,771 in the corresponding period of 2001 largely as a result of improved earnings in the Company's cellular partnership, Orange Poughkeepsie. (See Liquidity and Capital Resources). RESULTS OF OPERATIONS-THREE MONTHS ENDED September 30, 2001 - The Company"s net income decreased $256,432 (or 10.9%) to $2,086,956 for the three-month period ended September 30, 2001, as compared to the $2,343,388 for the corresponding period in 2000. Operating revenues decreased by $514,508 (or 6.9%) to $6,905,974 for the three-month period ended September 30, 2001 as compared to $7,420,482 for the corresponding period of 2000. The change in operating revenues was largely due to a reciprocal compensation decrease in the amount of $749,921 (or 76.0%) for the Company's CLEC operations partially offset by an increase of $215,114 (or 14.4%) in switched access revenues during the period as compared to the corresponding period of 2000. Operating expenses increased by $153,620 (or 3.3%) to $4,856,627 for the three-month period ended September 30, 2001 as compared to the $4,703,007 for the corresponding period in 2000, primarily due to increased costs of trunkline agreements ($239,600) offset by a decrease of $65,700 in pension expense. Other income and expenses increased by $280,506 (or 34.3%) from $818,564 in the three-month period ended September 30, 2000 to $1,099,070 for the corresponding period of 2001 largely as a result of improved earnings in the Company"s cellular partnership, Orange Poughkeepsie. (See Liquidity and Capital Resources). LIQUIDITY AND CAPITAL RESOURCES - We had $244,234 of cash and cash equivalents available at September 30, 2001. The company has lines of credit with two banks totaling $5,500,000 of which $100,000 remains unused. $2,500,000 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. Net cash provided by operating activities exceeded our capital expenditures during the nine-month period ending September 30, 2001; this excess is referred to as free cash flow, a supplemental measure of liquidity. The Company generated free cash flow of $1,701,680 during the nine-month period ending September 30, 2001 as compared to $4,540,752 for the corresponding period of 2000. CASH FROM INVESTING ACTIVITIES - In order to provide the high-quality communications services expected from our customers, the company continued to aggressively invest in and upgrade its property, plant and equipment. The amount of investment is influenced by demand for services and products, ongoing growth, regulatory commitments and plant refurbishment. Our capital expenditures totaled $4,681,907 during the nine-month period ending September 30, 2001 as compared to $3,238,495 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 $1,124,010 (or 46.0%) to $3,566,010 during the first nine months of 2001, compared to $2,442,000 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 offers high-speed bandwidth throughout the region of Orange, Dutchess and Ulster counties. The Company owns a 16.943% interest in Zefcom, L.L.C., a licensed reseller of wireless services, during 2000. 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. -6- CASH FROM FINANCING ACTIVITIES - Dividends declared by the Board of Directors of Warwick Valley Telephone Company were $1.27 per share for the nine-month period ending September 30, 2001, compared to $1.14 for the corresponding period in 2000. The total dividends paid through the third quarter of 2001 for common stock by Warwick Valley Telephone Company was $2,290,372, compared to $2,067,354 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 2000, the company refinanced the $3,000,000 Series I bond due May 1, 2000 to a notes payable with the Bank of New York. COMPETITION -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 nine months of 2001 was $80,735 (or 10.6%) from $760,034 to $679,299 in New York and $106,701 (or 9.7%) from $1,104,554 to $997,852 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 by leasing loops and overbuilding Citizen's plant. 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. The Company's February 9, 2001 petition to issue unsecured promissory notes in the aggregate of $21,238,971, with the New York State Public Service Commission ("NYSPSC") remains pending. Action on this petition by the NYSPSC is now expected, but not assured, during the fourth 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. -7- 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 - Not Applicable 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. -8- 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. Warwick Valley Telephone Company Registrant Date 11/14/01 /S/ Herbert Gareiss, Jr. -------- ----------------------------------------- Herbert Gareiss, Jr., Vice President (Duly Authorized Officer) Date 11/14/01 /S/Philip A. Grybas -------- ------------------------------------------ Philip A. Grybas, Vice President (Principal Financial and Chief Accounting Officer) -9- -----END PRIVACY-ENHANCED MESSAGE-----