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, 1997 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) 722-2404 (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. 2,238,642 shares of Common Stock outstanding as of September 30, 1997. Voting - 338,429 Class B Non-Voting - 1,900,213 CT COMMUNICATIONS, INC. INDEX Page No. PART I. Financial Information Balance Sheets -- Sept. 30, 1997 and December 31, 1996 2-3 Statements of Income -- Three and Nine Months Ended Sept. 30, 1997 and 1996 4 Statements of Cash Flows -- Nine Months Ended Sept. 30, 1997 and 1996 5 Notes to Financial Statements 6-9 Management's Discussion and Analysis of Financial Condition and Results of Operations 10-17 PART II. Other Information 18 -1- PART I. FINANCIAL INFORMATION CT COMMUNICATIONS, INC. Consolidated Balance Sheets Unaudited ASSETS September 30, December 31, 1997 1996 Current assets: Cash and cash equivalents $ 77,676 $ 2,162,698 Short-term investments 383,155 316,158 Accounts receivable, net of allowance for doubtful accounts of $100,000 in 1997 and 1996 8,330,046 7,614,737 Notes receivable 6,571,804 --- Refundable income taxes --- 14,736 Materials and supplies 3,977,830 2,860,114 Deferred income taxes 67,583 103,399 Prepaid expenses and other assets 673,164 476,774 Total current assets 20,081,258 13,548,616 Investments securities 716,577 3,637,445 Investments in affiliates 29,980,309 25,888,315 Property, plant & equipment: Telephone plant in service: Land, buildings, and general equipment 27,213,163 22,146,226 Central office equipment 62,258,067 55,912,450 Poles, wire, cables and conduit 76,338,445 72,466,757 Construction in progress 73,913 2,778,779 165,883,588 153,304,212 Less accumulated depreciation 84,336,337 81,314,625 Net property, plant, and equipment 81,547,251 71,989,587 TOTAL ASSETS $132,325,395 $115,063,963 (Continued) -2- Consolidated Balance Sheets, (Continued) LIABILITIES & STOCKHOLDERS' EQUITY Unaudited September 30, December 31, 1997 1996 Current liabilities: Current portion of long-term debt & redeemable preferred stock $ 632,500 $ 2,072,500 Accounts payable 8,906,068 9,962,149 Customer deposits and advance billings 1,397,791 1,271,562 Accrued payroll 1,408,584 1,250,396 Other accrued liabilities 539,727 469,492 Total current liabilities 12,884,670 15,026,099 Long-term debt 11,049,000 2,014,000 Deferred credits and other liabilities: Deferred income taxes 2,230,269 1,106,910 Investment tax credits 947,801 1,033,965 Regulatory liability 470,570 2,507,029 Accrued pension cost 2,009,611 1,043,974 Postretirement benefits other than pension 10,206,151 9,422,573 Other 2,402,972 1,103,098 18,267,374 16,217,549 Redeemable preferred stock: 4.8% series; authorized 5,000 shares; issued and outstanding 1,625 shares in 1997 and 1996, respectively 150,000 150,000 Total liabilities 42,351,044 33,407,648 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: Voting; 338,429 and 339,773 shares outstanding in 1997 and 1996, respectively 3,772,298 4,021,094 Nonvoting; 1,900,213 and 1,891,552 shares outstanding in 1997 and 1996, respectively 24,521,499 23,377,120 Other capital 360,324 298,083 Unearned compensation (163,099) (188,055) Unrealized gain (loss) on securities available- for-sale (170,222) 195,419 Retained earnings 59,960,910 52,260,013 Total stockholders' equity 89,974,351 81,656,315 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $132,325,395 $115,063,963 See Accompanying Notes To Financial Statements. -3- CT COMMUNICATIONS, INC. Consolidated Statements of Income For 3 and 9 months ended September 30, 1997 and 1996 Unaudited Three Months Ended September 30, OPERATING REVENUES: 1997 1996 Local service $ 7,363,698 $ 6,173,732 Access and toll service 9,808,166 9,849,842 Other and unregulated 3,133,880 2,645,408 Provision for uncollectible accounts (105,008) 38,034 Total operating revenues 20,200,736 18,707,016 OPERATING EXPENSES: Plant specific 7,636,614 7,565,899 Depreciation and amortization 2,855,460 3,009,958 Customer operations 2,694,357 1,780,148 Corporate operations 2,466,497 2,459,636 Total operating expenses 15,652,928 14,815,641 Net operating revenues 4,547,808 3,891,375 OTHER INCOME (EXPENSES): Equity in income of affiliates 626,587 358,699 Interest, dividend income and gain on sale 21,396 892,116 Other expenses, principally interest (260,474) (441,269) Expense related to early retirement plan --- --- Total other income 387,509 809,546 Income before income taxes and extraordinary item 4,935,317 4,700,921 Income taxes 1,926,733 2,139,354 Net income before extraordinary item 3,008,584 2,561,567 Extraordinary item - discontinuance of FAS 71, net of income taxes of $1,493,212 --- --- Net income after extraordinary item 3,008,584 2,561,567 DIVIDENDS ON PREFERRED STOCK 22,978 23,128 EARNINGS FOR COMMON STOCK $ 2,985,606 $ 2,538,439 EARNINGS PER COMMON SHARE* $ 1.33 $ 1.14 DIVIDENDS PER COMMON SHARE* $ .48 $ .47 WEIGHTED AVERAGE SHARES OUTSTANDING* 2,237,918 2,230,973 *See accompanying notes to financial statements. -4- CT COMMUNICATIONS, INC. Consolidated Statements of Income For 3 and 9 months ended September 30, 1997 and 1996 Unaudited Nine Months Ended September 30, OPERATING REVENUES: 1997 1996 Local service $21,121,851 $17,556,408 Access and toll service 26,363,927 22,213,474 Other and unregulated 10,313,673 7,621,748 Provision for uncollectible accounts (280,952) (135,341) Total operating revenues 57,518,499 47,256,289 OPERATING EXPENSES: Plant specific 19,104,617 15,558,184 Depreciation and amortization 7,499,150 7,575,129 Customer operations 8,731,893 5,166,996 Corporate operations 7,687,731 7,761,107 Total operating expenses 43,023,391 36,061,416 Net operating revenues 14,495,108 11,194,873 OTHER INCOME (EXPENSES): Equity in income of affiliates 1,351,423 2,345,333 Interest, dividend income and gain on sale 75,320 1,123,902 Other expenses, principally interest (517,055) (998,719) Expense related to early retirement plan (1,020,000) --- Total other income (110,312) 2,470,516 Income before income taxes and extraordinary item 14,384,796 13,665,389 Income taxes 5,650,796 5,683,810 Net income before extraordinary item 8,734,000 7,981,579 Extraordinary item - discontinuance of FAS 71, net of income taxes of $1,493,212 2,239,045 --- Net income after extraordinary item 10,973,045 7,981,579 DIVIDENDS ON PREFERRED STOCK 68,932 69,382 EARNINGS FOR COMMON STOCK $10,904,113 $ 7,912,197 EARNINGS PER COMMON SHARE* $ 4.88 $ 3.55 DIVIDENDS PER COMMON SHARE* $ 1.41 $ 1.39 WEIGHTED AVERAGE SHARES OUTSTANDING* 2,235,220 2,230,640 *See accompanying notes to financial statements. CT COMMUNICATIONS, INC. Statements of Cash Flows For 9 months ended September 30, 1997 and 1996 Unaudited 1997 1996 Cash flows from operating activities: Net income $ 10,973,045 $ 7,981,579 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,499,150 7,575,129 Extraordinary item (2,239,045) --- Deferred income taxes and tax credits (456,017) (453,289) Postretirement benefits 729,215 1,024,993 Loss on retirement of non-regulated property --- 1,323 Decrease in regulatory liability (62,026) --- Loss (gain) on sale of investments 29,216 78,581 Undistributed income of affiliates (1,221,781) (2,345,332) (Increase) decrease in accounts receivable (715,309) 2,253,441 (Increase) decrease in notes receivable (6,571,804) --- (Increase) in materials and supplies (1,117,716) (855,825) Decrease in refundable income taxes 14,736 --- Unrealized loss recorded in investment securities 365,641 497,996 (Increase ) decrease in other assets (160,574) 383,035 (Decrease) increase in accounts payable (1,056,081) (1,336,470) Increase in customer deposits and advance billings 126,229 36,941 Increase in accrued liabilities 228,423 1,045,358 Increase in income taxes payable --- (633,498) (Decrease) increase in unearned compensation (24,956) 137,745 Increase in liability for early retirement 1,020,000 --- Net cash provided by operating activities 7,360,346 15,391,707 Cash flows from investing activities: Capital expenditures in telephone plant (13,826,408) (13,631,677) Removal cost - telephone plant retired (172,710) (156,794) Purchase of investments in affiliates (4,613,005) (3,637,492) Purchases of investment securities (493,979) (1,033,359) Sales & maturities of investment securities 2,719,224 6,552,086 Partnership capital distribution 1,741,793 1,144,600 Net cash used in investing activities (14,645,085) (10,762,636) Cash flows from financing activities: Repayment of long-term debt (1,905,000) (485,000) Proceeds from new debt 9,500,000 --- Dividends paid (3,206,043) (3,144,595) Proceeds from common stock issuance 1,144,379 186,955 Purchases of common stock (248,796) --- Tax benefit from ESOP distribution --- 15,549 Other (11,743) 83,568 Purchase of fractional shares (73,080) --- Net cash used in financing activities 5,199,717 (3,343,523) Net increase (decrease) in cash and cash equivalents (2,085,022) 1,285,548 Cash and cash equivalents-beginning of period 2,162,698 4,751,204 Cash and cash equivalents-end of period $ 77,676 $ 6,036,752 See Accompanying Notes To Financial Statements. -5- CT COMMUNICATIONS, INC. NOTES TO FINANCIAL STATEMENTS 1. In the opinion of Management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 1997, 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, 1997 and 1996 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, 1997. .....Voting..... Shares Value Outstanding at December 31, 1996.......... 227,019 $4,021,094 Purchase of shares........................ (1,344) (248,796) Issued for stock split distributed August 29, 1997 to holders of record August 1, 1997.......................... 112,754 --- Outstanding at September 30, 1997......... 338,429 $3,772,298 Weighted average shares outstanding for the nine months ended September 30, 1997...................... 338,787 .....Class B Non-Voting..... Shares Value Outstanding at December 31, 1996.......... 1,258,357 $23,377,120 Issuance of common stock.................. 5,113 509,699 Sale of common stock to employees......... 3,526 634,680 Issued for stock split distributed August 29, 1997 to holders of record August 1, 1997.......................... 633,195 --- Outstanding at September 30, 1997......... 1,900,213 $24,521,499 Weighted average shares outstanding for nine months ended September 30, 1997...................... 1,896,433 On July 24, 1997, the Board of Directors declared a three for two stock split (one new share for each two shares held) payable August 29, 1997 to shareholders of record August 1, 1997. This created an additional 112,754 shares of common voting and 633,195 shares of Class B non-voting shares. These amounts are reflected in all share data presented herein. -6- 4. SECURITIES AVAILABLE-FOR-SALE September 30, 1997 Gross Unrealized Securities Amortized Fair Available-for-Sale Cost Gains Losses Value State, county and municipal debt securities $ 502,818 $ -- $ -- $ 502,818 Equity Securities 1,196,324 38,496 637,906 596,914 Total $1,699,142 $ 38,496 $637,906 $1,099,732 Amortized Cost Fair Value Current $ 383,155 $ 383,155 Due after one through five years 119,663 119,663 Equity securities 1,196,324 596,914 Total $1,699,142 $1,099,732 5. INVESTMENTS IN AFFILIATED COMPANIES 9/30/97 12/31/96 ITC Associates Partnership (cost method) $ 5,519,832 $ 5,519,832 RSA 15 Partnership (equity method) 8,169,231 6,516,008 BellSouth Carolinas PCS, LP (equity method) 4,408,148 5,581,051 U.S. Telecom Holdings (equity method) 3,908,949 3,556,294 Wireless 1 - Carolinas (equity method) 4,443,731 1,371,000 ITC Holdings (cost method) 658,354 658,354 U.S. Intelco (cost method) 1,068,624 1,068,624 Ellerbe Partnership (equity method) 1,310,559 1,188,967 Access On (equity method) 200,472 199,095 Other (cost method) 292,409 229,090 TOTAL $ 29,980,309 $ 25,888,315 6. LONG-TERM DEBT: Long-term debt excluding annual maturities comprised the following: September 30, 1997 December 31, 1996 Note payable to a bank @ 7.25% due in installments until 2001 $ 1,549,000 $2,014,000 Rural Telephone Finance Corp. maturing on March 8, 1999 9,500,000 --- TOTAL $11,049,000 $2,014,000 -7- 6. LONG-TERM DEBT: (Con't.) Current maturities of long-term debt comprised the following: September 30, 1997 December 31, 1996 Series F 6.25% First Mortgage Bonds $ --- $1,440,000 Notes payable to bank @ 7.25% 620,000 620,000 --------- ---------- TOTAL $ 620,000 $2,060,000 ========= ========== Annual maturities of the long-term debt outstanding for the five year period subsequent to September 30, 1997 are as follows: $155,000 in 1997; $620,000 in 1998; $10,120,000 in 1999 and $620,000 in 2000; and $154,000 thereafter. 7. EXTRAORDINARY ITEM - FAS 71: As the result of changes in the manner in which the Company is regulated and the heightened competitive environment, the Company determined that it no longer met the criteria for following Statement of Financial Accounting Standards No 71 (FAS 71) "Accounting for the Effects of Certain Types of Regulation". As of April 1, 1997, the Company discontinued applying FAS 71. The accounting impact was an extraordinary non-cash gain of $2,239,045, net of applicable income taxes of $1,493,212. Although estimated economic useful lives are shorter than previously used for regulatory approved asset lives, the change has resulted in an increase in net telephone plant due to the Company recording additional depreciation charges totaling $15,414,156 over the past five years. The effect on future charges for depreciation is not expected to differ materially from what would have been recorded under FAS 71 for the current year. The components of the gain, pretax, are as follows: Change in recorded value of long lived telephone plant $1,757,824 Elimination of regulatory liabilities 1,974,433 ---------- Total $3,732,257 ========== The increase in net telephone plant, $1,757,824 pretax, was recorded as a decrease to the related accumulated depreciation accounts. Such change was the result of changing from regulator-approved asset lives to estimated economic asset lives. -8- 7. EXTRAORDINARY ITEM - FAS 71: The average depreciable lives of affected categories of long lived telephone plant have been changed to more closely reflect the economic and technological lives. Differences between regulator-approved asset lives and the current economic asset lives are as follows: Composite of Estimate Regulator-Approved Economic Asset Category Asset Lives Lives Digital switching 14 10 Circuit equipment 10 7 Aerial cable 19 17 Buried cable 16 17 The remaining components of the extraordinary charge, $1,974,433 pretax, was the result of the removal of regulatory liabilities that were recorded as a result of previous actions by regulators. Virtually all of these regulatory liabilities arose in connection with the incorporation of new accounting standards into the ratemaking process and were transitory in nature. 8. NOTES RECEIVABLE: The Company has made two loans to U.S. Telecom Holdings ("USTH") in the aggregate amount of $6,571,804. One loan is in the principal amount of $1,275,000, bears interest at a rate equal to the rate announced by NationsBank, N.A. from time to time as its "prime rate" plus 2% per annum, matures on December 27, 1997 and is secured by 72,487 shares of Hungarian Telephone and Cable Corporation (the "USTH Secured Note"). USTH has requested that the Registrant liquidate this collateral in lieu of payment of the USTH Secured Note. The second loan is in the principal amount of $5,296,804, (the "USTH Convertible Note"), bears interest at a rate equal to the rate announced by NationsBank, N.A. from time to time as its "prime rate" plus 2% per annum, matures on December 24, 1997, and is convertible into approximately 80% of the outstanding common stock of a subsidiary of USTH, which owns an equity interest in Amaritel. Amaritel is a joint venture formed for the purpose of providing domestic and international long-distance services as well as local telephone services in Mexico, including 111 communities representing approximately 25% of Mexico's population, border to border along the Gulf Coast and Mexico City. -9- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The liquidity of the Company increased during the nine month period ending September 30, 1997. Current assets exceeded current liabilities by $7,196,588 at September 30, 1997. In comparison, current liabilities exceeded current assets by $1,477,483 at December 31, 1996. Current assets increased by $6,532,642 when compared to December 31, 1996. This increase is primarily due to increases in accounts receivable of $715,309 due to increased receivables from substantial growth in revenue, the $1,275,000 USTH Secured Note, the $5,296,804 USTH Convertible Note, increases in materials and supplies of $1,117,716 to facilitate construction of outside plant and increases of prepaid expenses and other assets of $196,390. These increases were offset partially by a decrease in cash and cash equivalents of $2,085,022 due to increased cash needs for operational and capital requirements. Current liabilities decreased by $2,141,429 during the nine months ending September 30, 1997. This decrease is primarily from the retirement of current maturities of long-term debt of $1,440,000 of Series F First Mortgage Bonds and decreases in accounts payable of $1,056,081 due to the timing of payments on central office equipment. These decreases were offset by increases in accrued payroll of $158,188 due to timing of pay periods and increases in other accrued liabilities of $70,235. The Company's primary source of liquidity is funds provided by operations. During the nine months ended September 30, 1997, cash provided by operations totaled $7,360,346, a decrease of $8,031,361 when compared to the nine months ended September 30, 1996. This decrease was caused primarily by increases in accounts receivable of $715,309 from increased volumes of business, the loan made to USTH as discussed above, increased materials and supplies of $1,117,716 to facilitate the construction of outside plant and a decrease in accounts payable as discussed above. These amounts were offset by increases in a liability of $1,020,000 recognized for early retirement offered to certain employees. The Registrant also drew on a line of credit with the Rural Telephone Finance Corporation ("RTFC") as of January 17, 1997, in the amount of $2,000,000 in order to pay Nortel for the switch equipment being installed at Registrant's Central Office. The Registrant drew an additional $7.5 million between July and September which represented the $1,275,000 USTH Secured Loan, and the $5,296,804 USTH Convertible Note. The remaining amount reflected the refinancing of the Series F Bonds as described above. There is $500,000 of available credit remaining under the Registrant's line of credit with RTFC. The Registrant also has a $3,500,000 line of credit with First Charter National Bank that is unused. -10- Liquidity and Capital Resources (Con't.) The Registrant received $1,741,793 from Alltel Corporation as a distribution of income from the Cellular partnerships RSA 5 and RSA 15. The primary use of cash during this period was for normal additions to telephone plant - $13,826,408, purchase of investments in affiliates - $4,613,005, payment of dividends - $3,206,043, purchase of investment securities - $493,979, the USTH Secured Note and the USTH Convertible Note - $6,571,804 and repayment of long-term debt comprised of $1,440,000 Series F 6.25% First Mortgage Bonds and $465,000 to Wachovia Bank for installments on an unsecured note. The Registrant purchased and retired 1,344 shares of its Common Voting from an individual for $248,796. Of the cash expended for investments in affiliates, $3,093,172 was invested in CT Wireless Cable, Inc. in connection with its investment in Wireless One of North Carolina, L.L.C. ("WONC") and WONC's expenditures to acquire the rights to lease certain television channel frequencies from the University of North Carolina. An additional $991,950 was expended in capital calls for the Partnership with BellSouth Mobility providing a digital wireless service in North and South Carolina. Funds needed in excess of those generated by operations were generated by the sale or maturity of investments available for sale and borrowing on the RTFC line of credit as described above. Sales and maturities of these investments totaled $2,719,224 during the nine months ending September 30, 1997. At September 30, 1997, the Company's investment portfolio totaled $1,099,732, all of which could be pledged to secure additional borrowing, or sold, if needed for liquidity purposes. At September 30, 1997, the Company had available lines of credit totaling $13,500,000, of which $9,500,000 was outstanding. The Registrant anticipates that all of the capital requirements in 1997 associated with its construction program, payments associated with long-term debt and investments as summarized above will be provided by cash flows from operations, existing cash, cash equivalents and short-term investments and currently available lines of credit. If additional funds are required during 1997, management expects that such funds will be raised through additional bank borrowings. -11- Results of Operations 3 months ended September 30, 1997 and September 30, 1996 Operating revenues increased $1,493,720 or 8.0% for the three months ended September 30, 1997 compared to same period of 1996. Local service revenues increased $1,189,966 or 19.3% when compared to the quarter ending on September 30, 1996. This increase was comprised of a $540,526 increase in basic local service revenues; a $147,612 increase in Digital Communications Services ("DCS") revenues from the operations of Registrant's Carolinas Personal Communications, Inc. (doing business as "CT Wireless, Inc.") subsidiary; and a $226,786 increase in growth of metro calling plan revenues. The remaining increases are from other miscellaneous local service revenues. Due to access line growth and increased customer demand, this area of operations is expected to continue to grow. Access and toll revenues decreased $41,676 or less than 1% when compared to the period ending on September 30, 1996. During the three months ending September 30, 1996, access charges were reclassified as an expense. Without this one-time reclassification totaling $2,382,954 for access and toll services, the period ending September 30, 1997 would have increased by $2,341,278 or 31.3%. With the continued emphasis on toll operations by the Registrant and expansion into areas outside of its traditional service area of operations, growth is expected to continue in the access and toll revenue category. Other and unregulated income increased $488,472 or 18% over the comparable period ending on September 30, 1996. This increase was comprised of $205,002 in DCS telephone sales; a $36,472 increase in business systems sales; approximately $59,239 in increase sales for voice mail service; and a $135,071 in increased inside wire maintenance. The remaining amount relates to increases of billing and collecting, public telephone and directory advertising. The Registrant is continually placing more emphasis on revenues and sales from the non-regulated area of operations, and it is expected that non-regulated revenues will continue to increase. As a result of improved collection results, Registrant's provision for uncollectible accounts increased only modestly in spite of increased volume of business activity. Operating expenses, exclusive of depreciation, increased $991,785 or 8.4% when compared to the previous quarter ending on September 30, 1996. Plant specific expenses increased $70,715 or less than 1% when compared to the previous period ending September 30, 1996. Within the period ending September 30, 1996, access charges were re-classified as an expense. This re-classified amount is $2,382,954 and increased this period expense accordingly. Without this one-time re-classification, these expenses would have increased $2,453,669. This increase was a result of decreased intrastate intralata access expenses of -12- Results of Operations (Con't.) 3 months ended September 30, 1997 and September 30, 1996 (Con't.) approximately $94,129; an increase of $420,796 in DCS cost of goods sold associated with the CT Wireless, Inc. subsidiary; an increase in interstate and intrastate interlata access expense of $584,766 due to additional sales of toll services; and an increase in DCS expense of $420,796 for the ongoing start up costs associated with the offering of DCS services. The remaining increase is primarily for maintenance of outside plant including substantial expense incurred for premature replacement of poles. Customer operations increased $914,209 or 51% when compared to the previous period ending on September 30, 1996. This increase was comprised of costs associated with additional long distance sales and marketing efforts of approximately $385,000 and cost increases of $246,500 due to DCS sales and marketing efforts. The remaining increase primarily relates to the implementation of the Registrant's price reg plan as discussed below. In view of increasing competitive pressures, the Registrant has expended considerable resources in this area of operation in order to raise the level of service to its customers. Depreciation expenses decreased $154,498 or 5% when compared to the previous quarter ending on June 30, 1996. This result is from the fact that the 1996 expense amount contains an additional accrual of $600,000 which was recorded in anticipation of earnings in excess of the maximum rate of return allowed by the North Carolina Utilities Commission. Without this accrual, this expense category would have increased by $445,502 or 18%, which would be expected due to the increased depreciable plant balances. Other income decreased by $422,037 or 52% when compared to the previous period. This reduction is a result of increased losses of $422,281 relating to the Registrant's prorata share of losses incurred by BellSouth Carolinas PCS Limited Partnership and its DCS network which became operational in the third quarter of 1996. It is expected the PCS losses will continue, but at a decreasing rate for approximately three more years. -13- Results of Operations 9 months ended September 30, 1997 and September 30, 1996 Operating revenues increased $10,262,210 or 22% for the nine months ended September 30, 1997 when compared to the same period of 1996. Local service revenues increased $3,565,443 or 20% when compared to the quarter ending September 30, 1996. This increase was comprised of a $1,470,489 increase in basic local service revenues; a $767,489 increase in Digital Communications Services ("DCS"); revenues from the operations of Registrant's Carolinas Personal Communications, Inc. (doing business as "CT Wireless, Inc.") subsidiary; a $330,271 increase in custom calling features; and a $811,334 increase in growth of metro calling plan revenues. Due to access line growth and increased customer demand, this area of operations is expected to continue to grow. Access and toll revenues increased $4,150,453 or 19% over the comparable period ending on September 30, 1996. This increase was comprised of $2,396,097 in interstate and intrastate interlata toll revenues; $1,503,295 of area calling settlement charge revenues; and $498,000 of other access revenue. The remainder of this increase is primarily gains in intrastate intralata toll revenue. With the continued emphasis on toll operations by the Registrant and expansion into areas outside of its traditional service area of operations, growth is expected to continue in the access and toll revenue category. Other and unregulated income increased $2,691,925 or 35% over the comparable period ending September 30, 1996. This increase was comprised of $345,846 in DCS telephone sales; a $864,000 increase in business systems sales; a $193,600 increase in internet revenue, approximately $185,000 in increased voice mail revenues; a $368,827 increase in inside wire maintenance and $440,663 increase in directory advertising. The remaining amount primarily relates to increases of billing and collecting. The Registrant is continually placing more emphasis on revenues and sales from the non-regulated area of operations, and it is expected that non-regulated revenues will continue to increase. The Registrant's provision for uncollectible accounts increased only modestly in spite of increased volume of business activity. Operating expenses, exclusive of depreciation, increased $7,037,954 or approximately 25% when compared to the previous quarter ending on September 30, 1996. Plant specific expenses increased $3,546,433 or 23% when compared to the previous period ending September 30, 1996. This increase was a result of an increase of $1,223,371 in DCS access expense and cost of goods sold associated with the CT Wireless, Inc. subsidiary; an increase in interstate and intrastate interlata access expense of $797,745 due to additional sales of toll services; and an increase of $513,564 relating to business systems cost of goods sold. The remaining increase is primarily expenses associated with an increase in outside contractor cost relating to the replacement of SPN poles and an increase in general plant expenditures due to growth. -14- Results of Operations (Con't.) 9 months ended September 30, 1997 and September 30, 1996 (Con't.) Customer operations expenses increased $3,564,897 or 69% when compared to the previous period ending on September 30, 1996. This increase was comprised of costs associated with additional long distance sales and marketing efforts of approximately $1,580,222 and cost increases of $1,162,777 due to DCS sales and marketing efforts. The remaining increases are due to additional expenditures in local regulated and non-regulated operations for customer service, sales and marketing. This area of operation receives an allocation of post retirement benefit costs which were previously classified as corporate expenditures. The Registrant is placing continued resources toward customer service in order to raise the level of service to its customers. Depreciation expenses decreased by $75,979 when compared to the previous quarter ending on September 30, 1996. This small decrease results from a reclassification of circuit equipment amounts into the Central Office switching category and recalculating previously recorded depreciation expense at the lower rates used for switching equipment. The reduction of depreciation expense due to reclassification is $736,971. The Registrant also recorded an additional accrual in the amount of $600,000 during the same period of the prior year in anticipation of earnings in excess of the maximum allowed rate of return. Without these factors, this expense would have increased by $1,260,992, which would be expected due to the increased depreciable plant balances. Other income decreased $2,580,828 when compared to the previous period. This reduction is a result of reduced equity in income of affiliates of $993,910, $1,536,755 relating to the Registrant's pro rata share of start up losses incurred by BellSouth Carolinas PCS Limited Partnership and its DCS network which became operational in the third quarter of 1996 offset by an increase of $361,502 in the earnings of the Registrant's investment in RSA 4/5 and RSA 15. The Registrant also incurred a one-time expense of $1,020,000 during the first quarter of 1997 related to an early retirement plan offered to certain Concord Telephone Company employees. Net income increased $2,991,466 or 37%, over the previous nine months period due primarily to an extraordinary non-cash gain of $2,239,045, net of applicable income taxes of $1,493,212, and the factors described above. See "--Accounting Considerations" and Note 7 to the unaudited consolidated financial statements of the Company. -15- Other Events New Rate Plan The Registrant appeared in March 1997 before the NCUC in a public hearing on the new rate plan request filed by the Registrant on November 1, 1996, as disclosed in earlier filings. The NCUC granted the requests as filed and issued an order effective May 30, 1997. The Registrant implemented the changes with billings beginning September 1, 1997. As a result of the new rate plan, the rates charged by the Registrant for Local Access and Metro Rate Plan services will be set by the NCUC. Although the new rate structure reflects an increase in the cost to the customer of basic service, other rate changes offset these increases for many customers. Overall, the new rate structure is expected to reduce the Registrant's revenues by approximately $232,000 in 1997 and approximately $696,000 in 1998. The new rate structure will substantially expand the area in which customers of the Registrant can call without paying long distance charges. A customer may select one of five metro calling packages which provide a flat monthly fee from no charge to $48.00 for specified monthly minutes of use from 30 minutes to unlimited minutes of use. In excess of the flat rates minutes purchased, the customer may pay from $.00 to $.10 per minute for usage in excess of the monthly purchased amounts. However, the Registrant has also agreed, as a part of the new rate structure, to open its markets to competition for local dial tone service, on the condition that the Registrant is allowed to "rebalance" or adjust its rates at the same time. Although the competitive pressures of opening its markets to competition from other local telephone service providers may lead to reductions in the Registrant's future local service revenues, management believes that by rebalancing its local service rates, it can compete in emerging markets and continue to sustain local rates that are affordable for customers. These new rates, made effective on all billings rendered after September 1, 1997, did not have a material effect on revenues for this period. Accounting Considerations Extraordinary item - FAS 71 As described in Note 7 to the unaudited consolidated financial statements, the Company discontinued applying Statement of Financial Accounting Standards No. 71 (FAS 71), "Accounting for the Effects of Certain Types of Regulation," as of April 1, 1997. The Company determined that it no longer met the criteria for following FAS 71 due to changes in the manner in which the Company is regulated and the heightened competitive environment. The accounting impact was an extraordinary non-cash gain of $2,239,045, net of applicable income taxes of $1,493,212. The effect on future charges for depreciation is not expected to differ materially from what would have been recorded under FAS 71 for the current year. -16- Factors That May Affect Future Results The foregoing discussion contains forward-looking statements about the Registrant's financial condition and results of operations, which are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's judgment only as of the date hereof. The Registrant undertakes no obligation to publicly revise these forward-looking statements to reflect events and circumstances that arise after the date hereof. Factors that may cause actual results to differ materially from these forward-looking statements are (1) the Registrant's ability to respond effectively to the sweeping changes in industry conditions created by the Telecommunications Act of 1996, and related state and federal legislation and regulations, (2) whether the Registrant successfully implements and markets the price regulation plan as approved by the NCUC, (3) the Registrant's ability to recover the substantial costs to be incurred in connection with the implementation of its DCS business, (4) the Registrant's ability to retain its existing customer base against local and long distance service competition, and to market such services to new customers, (5) the Registrant's ability to effectively manage rapid changes in technology and (6) whether the Registrant can effectively respond to the actions of its competitors. -17- PART II. OTHER INFORMATION Item 1. Legal Proceedings None 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. -18- 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/ BARRY R. RUBENS Barry R. Rubens Senior Vice President, Secretary and Treasurer November 13, 1997 Date (The above signatory has dual responsibility as duly authorized officer and principal financial and accounting officer of the registrant.) -19- EXHIBIT INDEX Exhibit No. Description of Exhibit 3.1 Articles of Incorporation of the Registrant effective October 25, 1993. (Incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report Form 10-K dated March 29, 1994.) 3.2 By-laws of the Registrant effective October 25, 1993. (Incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report Form 10-K dated March 29, 1994.) 11 Computation of Earnings Per Share 27 Financial Data Schedules.