FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995 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 0-19179 CT COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-1837282 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 68 Cabarrus Avenue, East P.O. Box 227, Concord, N.C. 28025 (Address of principal executive offices) (Zip Code) (704) 788-0244 (Registrant's telephone number, including area code) (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. 494,031 shares of Common Stock, $50 par value, outstanding as of September 30, 1995. Class A Voting - 75,673 Class B Non-Voting - 418,358 CT COMMUNICATIONS, INC. INDEX Page No. PART I. Financial Information Balance Sheets -- Sept. 30, 1995 and December 31, 1994 2-3 Statements of Income -- Three and Nine Months Ended Sept. 30, 1995 and 1994 4 Statements of Cash Flows -- Nine Months Ended Sept. 30, 1995 and 1994 5 Notes to Financial Statements 6-7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 PART II. Other Information 12 -1- PART I. FINANCIAL INFORMATION CT COMMUNICATIONS, INC. Consolidated Balance Sheets Unaudited ASSETS September 30, December 31, 1995 1994 CURRENT ASSETS: Cash and cash equivalents $ 3,205,868 $ 8,346,235 Short-term investments 4,101,847 4,473,565 Securities available-for-sale (note 4) 1,080,890 954,628 Accounts receivable, net of allowance for doubtful accounts of $100,000 8,762,192 7,044,969 Materials and supplies 1,792,498 1,422,406 Prepaid expenses 100,899 238,579 Deferred income taxes 468,200 468,200 Total current assets 19,512,394 22,948,582 Investments (note 5) 29,286,731 23,097,634 Property, plant & equipment: (note 6) Telephone plant in service: Land, buildings, and general equipment 18,921,984 17,883,647 Central office equipment 44,951,116 38,396,870 Poles, wire, cables and conduit 63,812,796 60,153,447 Construction in progress --- 464,065 127,685,896 116,898,029 Less accumulated depreciation 69,459,033 63,057,606 Net property, plant, and equipment 58,226,863 53,840,423 TOTAL ASSETS $ 107,025,988 $ 99,886,639 (Continued) -2- Consolidated Balance Sheets, (Continued) LIABILITIES & STOCKHOLDERS' EQUITY Unaudited September 30, December 31, 1995 1994 CURRENT LIABILITIES: Current portion of long-term debt & redeemable preferred stock (note 6) $ 652,500 $ 1,540,000 Accounts payable 9,048,524 8,141,677 Customer deposits and advance billings 1,079,035 989,810 Accrued payroll 405,257 387,526 Accrued pension cost 1,099,199 967,699 Other accrued liabilities 1,206,002 377,860 Income taxes payable 606,507 1,174,359 Total current liabilities 14,097,024 13,578,931 Long-term debt (note 6) 4,229,000 4,714,000 DEFERRED CREDITS AND OTHER LIABILITIES: Deferred income taxes 1,977,097 3,251,202 Investment tax credits 1,151,338 1,397,388 Regulatory liability 3,047,956 3,047,956 Postretirement benefits other than pension 7,710,691 6,468,528 Other 1,103,098 1,103,098 14,990,180 15,268,172 Redeemable preferred stock, $100 par value: 4.8% series; authorized 5,000 shares; issued and outstanding 1,875 175,000 175,000 Total liabilities 33,491,204 33,736,103 STOCKHOLDERS' EQUITY: Preferred Stock not subject to mandatory redemption: 5% series, $100 par value; 15,087 shares outstanding 1,508,700 1,508,700 4.5% series, $100 par value; 2,000 shares outstanding 200,000 200,000 Discount on 5% preferred stock (16,059) (16,059) Common stock (note 3): Voting, $50 par value; outstanding 75,673 shares in 1995 and 1994 3,783,650 3,783,650 Nonvoting, $50 par value; outstanding 418,358 shares in 1995 and 416,256 in 1994 20,917,900 20,812,800 Premium on common voting stock 237,444 237,444 Premium on common nonvoting stock 2,135,703 1,715,302 Other capital 298,083 298,083 Unrealized gain on securities available- for-sale (note 4) 361,417 284,396 Equity in earnings of investment --- 260,624 Retained earnings 44,107,946 37,065,596 Total stockholders' equity 73,534,784 66,150,536 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $107,025,988 $ 99,886,639 -3- CT COMMUNICATIONS, INC. Consolidated Statements of Income For 3 and 9 months ended September 30, 1995 and 1994 Unaudited Three Months Ended Nine Months Ended September 30, September30, OPERATING REVENUES: 1995 1994 1995 1994 Local service $ 5,375,407 $ 4,874,804 $15,691,350 $13,837,022 Access and toll service 6,438,006 6,087,244 18,980,097 17,970,041 Other and unregulated 2,251,026 2,139,475 6,690,654 6,275,935 Less provision for uncollectible accounts (105,624) (100,046) (208,436) (268,468) Total operating revenues 13,958,815 13,001,477 41,153,665 37,814,530 OPERATING EXPENSES: Plant specific 3,405,436 3,309,863 9,815,481 9,705,295 Depreciation and amortization 3,615,590 5,373,713 7,594,559 8,948,826 Customer operations 1,415,186 1,416,861 4,416,352 4,018,307 Corporate operations 1,731,375 1,449,042 5,720,225 4,815,700 Total operating expenses 10,167,587 11,549,479 27,546,617 27,488,128 Net operating revenues 3,791,228 1,451,998 13,607,048 10,326,402 OTHER INCOME (EXPENSES): Interest, dividend income and gain on sale 1,017,479 626,867 3,105,244 1,816,405 Other expenses, principally interest 143,667 261,924 828,431 559,951 Total other income 873,812 364,943 2,276,813 1,256,454 Income before income taxes 4,665,040 1,816,941 15,883,861 11,582,856 Income taxes 1,706,060 601,893 5,824,596 4,222,324 Net income 2,958,980 1,215,048 10,059,265 7,360,532 DIVIDENDS ON PREFERRED STOCK 23,278 23,509 69,832 70,525 EARNINGS FOR COMMON STOCK $ 2,935,702 $ 1,191,539 $ 9,989,433 $ 7,290,007 EARNINGS PER COMMON SHARE* $ 5.95 $ 2.42 $ 20.28 $ 14.82 DIVIDENDS PER COMMON SHARE* $ 2.05 $ 2.00 $ 6.05 $ 5.92 WEIGHTED AVERAGE SHARES OUTSTANDING* 493,602 491,926 492,583 491,811 *See Note (3) -4- CT COMMUNICATIONS, INC. Statements of Cash Flows For 9 months ended September 30, 1995 and 1994 Unaudited 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 10,059,265 $ 7,360,532 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,594,559 8,948,826 Deferred income taxes and tax credits (1,520,155) (2,053,506) Loss on retirement of non-regulated property 5,178 4,907 Loss (gain) on disposition of investments (148,680) (321,776) (Increase) decrease in: Receivables, net (1,717,223) 617,491 Materials and supplies (370,092) (452,117) Other assets 137,680 (927,866) Increase (decrease) in: Accounts payable 906,847 (350,056) Federal and state income taxes payable (567,852) --- Accrued liabilities 2,308,761 2,101,189 Total adjustments 6,629,023 7,567,092 Net cash provided by operating activities 16,688,288 14,927,624 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to non-regulated property and equipment (216,332) (312,694) Capital additions to telephone plant (11,881,214) (6,264,705) Salvage value of telephone plant retired, net (136,779) (65,105) Purchases of investments (8,365,165) (4,913,877) Proceeds from sale of investments 2,634,747 324,746 Net cash used in investing activities (17,964,743)(11,231,635) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 500,449 46,300 Repayment of long-term debt (1,372,500) (72,500) Dividends paid on preferred stock (51,218) (51,455) Dividends paid on common stock (2,981,007) (2,913,307) Tax benefit from employee stock ownership plan dividends distributed to employees 15,312 15,464 Tax benefit from exercise of stock option 25,052 6,490 Purchase of fractional shares --- (110,817) Net cash used in financing activities (3,863,912) (3,079,825) Net increase (decrease) in cash (5,140,367) 616,164 Cash and cash equivalents at beginning of period 8,346,235 2,661,199 Cash and cash equivalents at end of period $ 3,205,868 $ 3,277,363 See accompanying notes to financial statements. -5- CT COMMUNICATIONS, INC. NOTES TO FINANCIAL STATEMENTS 1. In the opinion of Management, the accompanying unaudited financial state- ments contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 1995, and the results of operations for the three months and nine months then ended and cash flows for the nine months then ended. 2. The results of operations for the three months and nine months ended September 30, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. 3. The following is a summary of common stock transactions during the nine months ended September 30, 1995. ........Voting Class A........ Shares Par Value Premium Outstanding at December 31, 1994 and at September 30, 1995........ 75,673 $3,783,650 $237,444 Weighted average shares outstanding for the nine months ending September 30, 1995.............. 75,673 ......Non-Voting Class B...... Shares Par Value Premium Outstanding at December 31, 1994.. 416,256 $20,812,800 $1,715,302 Issuance of common stock.......... 2,102 105,100 395,349 Tax benefit from exercise of stock option..... --- --- 25,052 Outstanding at September 30, 1995. 418,358 $20,917,900 $2,135,703 Weighted average shares outstanding for nine months ending September 30, 1995..............492,583 -6- 4. SECURITIES AVAILABLE-FOR-SALE September 30, 1995 Gross Unrealized Securities Market Available-for-Sale Cost Gains Losses Value Equity Securities $488,405 $969,265 $376,780 $1,080,890 5. INVESTMENTS 9/30/95 12/31/94 State, county, and municipal investments $ 13,588,863 $ 14,552,592 Carolina Personal Communications 3,928,796 --- ITN Charter stock 777,200 777,200 U.S. Intelco stock 279,277 279,277 U.S. Telecom East 3,462,974 2,582,802 ITC Holdings (equity method) 5,518,715 5,260,624 Investment in Ellerbe partnership (equity method) 931,278 341,038 Investment in RSA 15 partnership (equity method) 4,183,197 3,305,823 Access/On 298,000 146,500 Embion of North Carolina (equity method) 64,935 220,000 Wireless 1, Inc. 250,000 --- Other, at cost which approximates market 105,343 105,343 33,388,578 27,571,199 Less current maturities 4,101,847 4,473,565 TOTAL $ 29,286,731 $ 23,097,634 6. LONG-TERM DEBT: Long-term debt excluding annual maturities comprised the following: First Mortgage Bonds: September 30, 1995 December 31, 1994 6 1/4% Series F, due 3/1/97 $ 1,440,000 $ 1,460,000 Note payable to a bank @ 7.25% due in installments until 2001 2,789,000 3,254,000 TOTAL $ 4,229,000 $ 4,714,000 A substantial amount of the Company's telephone plant is pledged as collateral to the first mortgage bonds. Annual maturities and sinking fund requirements of the long-term debt outstanding and redeemable prefer- red stock amounts to $1,540,000 in 1995; $640,000 in 1996; $2,060,000 in 1997; $620,000 in 1998 and 1999; and $599,000 thereafter. 7. Other receivables consist mainly of amounts due from interexchange carriers for access services which is a regulated activity. There are no related party items included in other receivables. -7- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The liquidity of the Company decreased during the nine month period ending September 30, 1995. Current assets exceeded current liabilities by $5,415,370 at September 30, 1995. In comparison, current assets exceeded current liabilities by $9,369,651 at December 31, 1994. Current assets decreased by $3,436,188 when compared to December 31, 1994. This decrease is primarily due to a decrease in cash and short- term investments of $5,512,088, which was offset in part by an increase of $126,262 in securities available-for-sale, an increase of $1,717,223 in accounts receivable, and an increase of $370,092 in materials and supplies. Most of this decrease in cash and short-term investments is a result of substantial expenditures made in non-current investments, primarily Carolina Personal Communications. Cash and short-term investments were unusually high at December 31, 1994 in anticipation of funding this new venture in 1995. During the nine months ending on September 30, 1995, the Company expended $4,088,766 on this venture. It is expected that capital requirements for this new company will be an additional $600,000 for the remainder of this year. An additional $309,000 was advanced to U.S. Telecom East in the form of a loan, making the total principal of such loan $2,004,534. This loan will convert to equity upon maturity if not retired. The Company also invested $250,000 in Wireless 1, Inc., a Louisiana based wireless cable TV broadcaster. Other amounts of the cash and short-term investments were invested in assets having maturities of greater than one year and requiring reclassification for balance sheet purposes. Current liabilities increased only $518,093 when compared to December 31, 1994. The decrease resulting from the retiring of a matured long-term bond in the amount of $887,500 was more than offset by a $906,847 increase in accounts payable, which reflects recognition of an anticipated expense of $500,000 for early replacement of telephone poles which are defective and recording additional payables for software and central office equipment. Other accrued liabilities increased $828,142. This increase is primarily due to accrued property taxes of $443,000 and funds held for employees in the Employee Christmas Club of $244,000. Income taxes payable decreased $567,852 primarily due to the timing difference in payment dates. The Company's primary source of cash is funds provided by operations. During the nine months ended September 30, 1995, cash provided by operations totaled $16,691,492, as compared to $14,927,624 for the nine months ended September 30, 1994. -8- Liquidity and Capital Resources (Con't.) The primary use of cash during this period was for additions to telephone plant - $12,097,546, purchase of investments - $8,368,369, and payment of dividends - $3,032,225. Carolina Personal Communications, as mentioned above, received $4,088,766 of cash expended for investments. Most of the additions in telephone plant, $6.5 million, is for switching equipment. Expenditures in this area are expected to continue in order to meet customer growth and their demands for services. At September 30, 1995, the Company's investment portfolio totaled $33.4 million, all of which could be pledged to secure additional borrowing if needed for liquidity purposes. There are no plans to borrow additional funds at this time. At September 30, 1995, the Company had available lines of credit totaling $13,500,000, none of which was outstanding. Management believes the liquidity is adequate to meet the operational needs of the Company. Results of Operations 3 months ended September 30, 1995 and September 30, 1994 Operating revenues increased $957,338 or 7% for the three months ended September 30, 1995 compared to same period of 1994. Local service revenues increased $500,603 or 8.2% during this period. This growth is a result of improved demand for service. It is expected that growth in this classification of revenues will continue throughout this year. Access and toll revenues increased $350,762 or 5.8% for the three months ended September 30, 1995 when compared to the same period of 1994 due to significant growth in customers and demands for services. Other and unregulated revenues increased $111,551 or 5.2% for this period. The increased amount of non-regulated income is primarily the result of increased sales efforts in customer premise equipment and the Company's continued emphasis on the non-regulated area of operation. Operating expenses, exclusive of depreciation, increased $376,231 or 6.1%. The increase in the customer and corporate area arises from additional accruals in the pension cost and other post employment benefits (OPEB). Since adoption, the Company has been recovering the full accrual (SFAS 106) amount of other postretirement expenses andbenefit costs in its rates with the various jurisdictions. Plant specific expenditures increased due to a increased amount of maintenance in outside plant. -9- Results of Operations (Con't.) 3 months ended September 30, 1995 and September 30, 1994 (Con't.) Depreciation expenses decreased $1,758,123 or 32.7% for this period. This decrease resulted from a special amortization by the Company during the 1994 period of $3,505,000, as authorized by the North Carolina Utilities Commission. During the current quarter the Company recognized an additional $1,500,000 in special amortization. Without the special amortization, depreciation expense would have decreased about $3,200,000. Subsequent quarters will not include these special amortizations. Uncollectible revenue has decreased for this period due to decreased write-offs and greater amounts of subsequently collected accounts. Other income increased $508,869 for this period due primarily to the recognition of income reported from cellular operations. 9 months ended September 30, 1995 and September 30, 1994 Operating revenues increased $3,339,135 or 8.8% for the nine months ended September 30, 1995, over the nine months ended September 30, 1994. This increase is primarily a result of higher local service and toll revenues. Local service revenues increased $1,854,328 or 13.4% during this period. This growth is a result of improving growth in demand for service and a new calling plan which allocates more revenues to local service. It is expected that this growth rate will slow since the calling plan was effective May 1994 and subsequent periods will be more comparable. Toll access revenues increased $1,010,056 or 5.6% during the nine months ended September 30, 1995, over the nine months ended September 30, 1994. This increase is due primarily to the recognition of $440,000 in the third quarter of 1995 of a settlement payment recovered from National Exchange Carrier Association. Without this $1.5 million, settlement toll and access revenues would have decreased. This is to be expected due to the calling plan implemented during 1994 which transfers revenues to local. Other and unregulated revenues increased $414,719 or 6.6% during this period in comparison to the same period of the previous year. This increase is primarily due to increased billing and collecting revenues and increased customer sales of premise equipment. Operating expenses, exclusive of depreciation, for the nine month period ended September 30, 1995 increased $1,412,756 or 7.0%. This increase arises primarily from an increase in corporate operations because of accruals in the pension cost and post retirement benefits other than pension. -10- Results of Operations (Con.t) 9 months ended September 30, 1995 and September 30, 1994 (Con't.) Depreciation expense decreased $1,354,267 or 15.1% for the nine month period ended September 30, 1995 as compared to the same period of 1994. This decrease is a result of having recognized a special amortization of $3,505,000, as authorized by the North Carolina Utilities Commission in the 1994 period. The Company recognized an additional $1,500,000 special amortization during the current period. Subsequent periods should be more comparable since these one- time charges will not be included. Corporate and customer operation expense increased $1,302,570 or 14.7% when compared to the same period of 1994. This increase is due primarily to accruals to increased pension cost. Other income increased $1,020,359 for this period. This increased amount in other is primarily the recognition of income from cellular operations. The additional income was offset by increased other expenses due to loss on invest- ments of $370,035 and contributions of $122,585. -11- PART II. OTHER INFORMATION Item 1. Legal Proceedings The registrant is not involved in any material legal proceedings at September 30, 1995, except as previously disclosed in Item 3 of its annual report on Form 10-K for year ended December 31, 1994 and in Note 9 to the registrant's financial statements included therein. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K There were no current reports on Form 8-K filed during the third quarter. -12- 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. CT COMMUNICATIONS, INC. (Registrant) /s/ ROY W. LONG Roy W. Long Vice President, Treasurer and Chief Financial Officer November 13, 1995 Date (The above signatory has dual responsibility as duly authorized officer and principal financial and accounting officer of the registrant.) -13-