SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For Quarter ended September 30, 1995 Commission file number 0-8320 MID-PLAINS TELEPHONE, INC. Exact Name of Registrant as Specified in Its Charter) WISCONSIN 39-0274450 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1912 Parmenter Street, P.O. Box 70, Middleton, Wisconsin 53562 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (608) 831-1000 Indicate by checkmark 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 As of September 30, 1995, there were 1,981,789 shares of Common Stock outstanding. (Total number of pages - 10) MID-PLAINS TELEPHONE, INC. 3rd QUARTER REPORT ON FORM 10-Q INDEX Page Number PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1995 and December 31, 1994 3 - 4 Consolidated Statements of Income - Three and Nine Month Periods Ended September 30, 1995 and 1994 5 Consolidated Statements of Cash Flow - Nine Months Ended September 30, 1995 and 1994 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 9 PART II. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 10 MID-PLAINS TELEPHONE, INC. CONSOLIDATED BALANCE SHEETS September 30, December 31, 1995 1994 In Thousands ASSETS CURRENT ASSETS Cash and cash equivalents $ 335 $ 186 Accounts receivable - Due from subscribers 952 811 Customer sales and services 1,265 725 Other, principally connecting companies 1,877 2,032 Inventories Plant materials and supplies 360 281 Communications systems and parts 900 863 Other 224 393 5,913 5,291 PROPERTY, PLANT AND EQUIPMENT Telephone, in service and under construction, at original cost 46,381 41,041 Less Accumulated depreciation (17,598) (15,383) 28,783 25,658 INVESTMENT AND OTHER ASSETS Cellular limited partnership interest 4,374 2,379 Other 604 561 4,978 2,940 $ 39,674 $ 33,889 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 883 $ 3,380 Notes payable to banks 2,930 1,300 Accounts payable 2,920 2,798 Accrued taxes 616 0 Other 637 648 7,986 8,126 LONG-TERM DEBT 7,916 3,574 DEFERRED CREDITS Income taxes 2,798 2,742 Investment tax credits 252 300 Other 946 915 3,996 3,957 SHAREHOLDERS' EQUITY Common stock, par value $3.33-1/3 share; authorized 3,000,000 shares; issued 1,981,789 and 1,974,400 shares, respectively 6,606 6,581 Additional paid-in capital 5,022 4,806 Retained earnings 8,148 6,845 19,776 18,232 39,674 33,889 The accompanying notes to consolidated financial statements are an integral part of these statements. (UNAUDITED) /TABLE MID-PLAINS TELEPHONE, INC. CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Nine Months Ended Sept. 30, Sept. 30, Sept. 30, Sept. 30, 1995 1994 1995 1994 In Thousands Except For Per Share Data OPERATING REVENUES Telephone operations Local network services $1,110 $ 759 $3,144 $2,749 Network access and long distance network service 2,806 2,497 8,512 7,336 Other 610 578 1,801 1,527 System sales and services 2,184 1,265 5,018 3,995 6,710 5,099 18,475 15,607 OPERATING EXPENSES Telephone operations Plant operations 602 521 1,975 1,961 Depreciation 783 585 2,269 1,710 Customer operations 606 482 1,905 1,683 Corporate operations 630 554 1,771 1,701 General taxes 250 223 742 642 System sales and services Cost of sales and services 1,459 765 3,206 2,336 Operating expenses 524 548 1,510 1,502 4,854 3,678 13,378 11,535 OPERATING INCOME BEFORE INCOME TAXES 1,856 1,421 5,097 4,072 Other income 6 0 13 2 Interest expense (288) (217) (693) (672) INCOME BEFORE INCOME TAX EXPENSE 1,574 1,204 4,417 3,402 Income tax expense 598 436 1,670 1,250 NET INCOME $ 976 $ 768 $2,747 $2,152 Average shares considered outstanding 1,981 1,971 1,978 1,968 Earnings per share $ .49 $ .39 $ 1.39 $ 1.09 Cash dividends per share $ .25 $ .21 $ .73 $ .63 The accompanying notes to consolidated financial statements are an integral part of these statements. (UNAUDITED) /TABLE MID-PLAINS TELEPHONE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, September 30, 1995 1994 In Thousands CASH FLOWS FROM OPERATING ACTIVITIES Net income $2,747 $2,152 Add (Deduct) adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,337 1,756 Deferred income taxes (28) 39 Change in accounts and other receivables (602) 90 Change in inventories (116) (2) Change in accounts payable 122 (134) Change in other assets and liabilities 917 (943) Net cash from operations 5,377 2,958 CASH FLOWS FROM FINANCING ACTIVITIES Long-term borrowings 5,000 0 Repay long-term debt (3,155) (594) Change in notes payable to banks 1,630 0 Dividends paid (1,443) (1,240) Stock purchase plan 240 225 Net cash used in financing 2,272 (1,609) CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (5,453) (2,339) Investment in cellular partnership (1,995) 0 Other, net (52) 0 Net cash used in investing (7,500) (2,339) CASH AND CASH EQUIVALENTS Net increase (decrease) during period 149 (990) Beginning of period 186 1,606 End of period $ 335 $ 616 Cash paid during the period: Interest $ 670 $ 676 Income taxes $1,302 $ 724 The accompanying notes to consolidated financial statements are an integral part of these statements. (UNAUDITED) /TABLE MID-PLAINS TELEPHONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The unaudited financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information in footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K for the year ended December 31, 1994. In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of September 30, 1995 and December 31, 1994, and the results of operations and cash flows for the nine months ended September 30, 1995 and 1994. The results for the nine months ended September 30, 1995 are not necessarily indicative of the results of operations which may be expected for the entire year ending December 31, 1995. MID-PLAINS TELEPHONE, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net income increased $208,000 and $595,000 for the third quarter and first nine months of 1995, respectively, compared to the same periods in 1994. The primary factors that influenced the results of operations are discussed below. Telephone operating revenues increased $692,000 and $1,845,000 for the third quarter and first nine months of 1995, respectively, compared to the same periods in 1994. These increases were due in part to increased local network service rates in 1995 which increased revenues by 247,000 and 700,000 for the third quarter and first nine months of 1995, respectively. Increases were also due to growth in local and network access and the provision of long distance services. Local network service increases were offset in part by a second quarter 1994 credit of $574,000 to eliminate regulatory liabilities no longer considered payable. Telephone operating expenses, which include plant, depreciation, customer, corporate, and general taxes, increased $506,000 and $965,000 for the third quarter and first nine months of 1995, respectively, compared to the same periods in 1994. Increases in plant, customer and corporate expenses, due primarily to growth in internal operations and the cost of long distance services, were offset by a $388,000 charge in the second quarter of 1994 to eliminate regulatory assets no longer considered recoverable. Additionally, the changes in plant, customer and corporate operating expenses for the nine months ended September 30, 1995 were also due to a reclassification of labor in 1995 from plant $55,000 and corporate $60,000 operating expenses to customer operations. Also, for the third quarter and first nine months ended September 30, 1995, $101,000 of labor was capitalized resulting from the installation of new central office equipment. Depreciation increased due to growth in telephone plant, and increased central office depreciation of $118,000 and $356,000 for the third quarter and first nine months of 1995, respectively, in connection with the pending change-out of central office equipment. System sales and service revenues increased $919,000 and $1,023,000 for the third quarter and first nine months of 1995, respectively, compared to the same periods in 1994. Cost of sales, as a percentage of operating revenues, increased 6.3% and 5.4% for the third quarter and first nine months of 1995, respectively, compared to the same periods in 1994. Operating expenses decreased $24,000 and increased $8,000 for the third quarter and first nine months of 1995, respectively, compared to the same periods in 1994. LIQUIDITY AND CAPITAL COMMITMENTS As of July 1, 1995, the Company sold $5.0 million of debentures to replace $2.5 million of debentures due July 1, 1995 and to meet other 1995 cash requirement. The Company plans to meet remaining 1995 cash requirements with cash flows from operation and additional debt financing. As of September 30, 1995, the Company has unused bank lines-of-credit of $3 million. MID-PLAINS TELEPHONE, INC. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 99 - Employee Stock Purchase Plan The Company has traditionally been authorized by the Wisconsin Public Service Commission to sell stock to its employees. This changed as a result of the Telecommunications Act of 1993, enacted by the 1994 Wisconsin Legislature, and the Company adopted the plan attached hereto as Exhibit 99 which took effect in the third quarter of 1995. (b) Reports on Form 8-K In a report filed on Form 8-K dated July 6, 1995, the Company reported an issue of Debentures to be known as Series 1995 Registered Subordinated Debentures in the amount of $5,000,000, and included as an exhibit the Instruments defining the rights of security holders including indentures. 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. MID-PLAINS TELEPHONE, INC. (Registrant) Date November 10, 1995 /s/Howard G. Hopeman Howard G. Hopeman, Vice-President and Chief Financial Officer Date November 10, 1995 /s/Fredrick E. Urben Fredrick E. Urben, Vice-President, Administration & Human Relations, Secretary & Treasurer