-----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, FPdTH5G0Nb3qqFgHauUNXC4qKE0mNdi+MEuE2YAGKrQUg8Q41lA9FxPelORjzZCo LLxW8vC6fJ2A3Q8m9LQqcQ== 0000950152-05-002314.txt : 20050318 0000950152-05-002314.hdr.sgml : 20050318 20050318170800 ACCESSION NUMBER: 0000950152-05-002314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050318 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050318 DATE AS OF CHANGE: 20050318 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11174 FILM NUMBER: 05692344 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 8-K 1 l12910ae8vk.htm WARWICK VALLEY TELECOM FORM 8-K WARWICK VALLEY TELECOM FORM 8-K
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 18, 2005

WARWICK VALLEY TELEPHONE COMPANY

(Exact Name of Registrant as Specified in Charter)
         
NEW YORK   0-11174   14-1160510
         
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
47 MAIN STREET, WARWICK, NEW YORK   10990
     
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code           (845) 986-8080          


(Former name or former address, if changed since last report)

 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1 PRESS RELEASE


Table of Contents

Item 2.02. Results of Operations and Financial Condition

    On Thursday, March 17, 2005 Warwick Valley Telephone Company (“the Company”) issued a press release through Market Wire which contained certain preliminary, unaudited financial information regarding the results of the Company’s operations for the year ended December 31, 2004. The Company’s press release is attached hereto and incorporated herein by reference as Exhibit 99.1.

 


Table of Contents

Item 9.01. Financial Statements and Exhibits

99.1.  Press release entitled “Warwick Valley Telephone Filing of SEC Form 12b-25”, dated March 17, 2005.

 


Table of Contents

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 hereunto duly authorized.
         
  WARWICK VALLEY TELEPHONE COMPANY
 
 
Dated: March 18, 2005  By:   /s/ Herbert Gareiss, Jr    
    Name:   Herbert Gareiss, Jr.   
    Title:   President   
 

 

EX-99.1 2 l12910aexv99w1.htm EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1
 

Exhibit 99.1

     Warwick Valley Telephone Company (Nasdaq: WWVY; the “Company”) announced today that the Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2004 by the prescribed filing deadline without unreasonable effort or expense. Furthermore, due to the complex nature of the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the fact that the Company has encountered unanticipated delays in connection with its evaluation and testing, the Company has not yet completed its assessment of its internal control over financial reporting. Management has devoted, and continues to devote, significant time, effort and expense in preparing its financial statements and performing its evaluation of internal control over financial reporting. Due to the redirection of personnel resources in connection with the ongoing efforts to complete management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and management turnover, the Company is still in the process of preparing its financial statements. There can be no assurance that management will complete its financial statements or its Section 404 assessment by March 31, 2005.

     If the Company fails to provide CoBank, the lender under its major credit facility, with the Company’s audited financial statements by March 31, 2005, the Company will need, and would intend to seek, a waiver of the resulting default under the credit facility. Additionally, if the delay in the filing of the Company’s Annual Report on Form 10-K continues for too long a period, that delay could precipitate action by NASDAQ to initiate de-listing hearings, to which the Company would intend to appropriately and vigorously respond.

     As discussed above, management has not yet completed its documentation, testing and assessment of its internal control over financial reporting. However, the Company’s documentation and testing of internal controls to date has identified certain deficiencies in the documentation, design and effectiveness of internal controls over financial reporting. The Company previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 material weaknesses that were related to a lack of segregation of duties; deficiencies associated with manually intensive processes; and deficiencies associated with lack of formal review or account reconciliations. A material weakness is a control deficiency, or combination of control deficiencies, that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Furthermore, as the Company continues with its evaluation of internal control over financial reporting, additional control deficiencies may be identified and those control deficiencies may also represent one or more material weaknesses. The existence of one or more material weaknesses as of December 31, 2004 would preclude a conclusion by management that the Company’s internal control over financial reporting was effective as of that date.

     Total Operating Revenues are expected to decline $1.1 million or approximately 4%, due principally to a decrease in revenue from network access charges. The Company’s Operating Expense is expected to increase by approximately $1.5 million or approximately 6%, due largely to a significant increase in professional fees, which in turn was due largely to the preparation of management’s Section 404 assessment. Net income is expected to increase by $0.8 million, or approximately 10% due largely to a gain on the sale of the Company’s interest in DataNet and to an increase in its income from its limited partnership interest in Orange County-Poughkeepsie LP, offset by the increase in the operating expenses. The foregoing results are preliminary and unaudited and are subject to adjustment.

 

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