CENTURY TELEPHONE ENTERPRISES INC
10-Q, 1996-05-08
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                  UNITED STATES

                       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 March 31, 1996

                                       or

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                         Commission File Number: 1-7784


                       CENTURY TELEPHONE ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


              Louisiana                                   72-0651161
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                 100 Century Park Drive, Monroe, Louisiana 71203
               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code: (318) 388-9500

       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.

                                                      [X] Yes [ ] No


       As of April 30,  1996,  there  were  59,677,276  shares  of common  stock
outstanding.







                       CENTURY TELEPHONE ENTERPRISES, INC.


                                TABLE OF CONTENTS



                                                                 Page No.
                                                                 --------
Part I.  Financial Information:

     Consolidated Statements of Income--Three Months   
      Ended March 31, 1996 and 1995                                   3

     Consolidated Balance Sheets--March 31, 1996 and
      December 31, 1995                                               4

     Consolidated Statements of Stockholders' Equity--
      Three Months Ended March 31, 1996 and 1995                      5

     Consolidated Statements of Cash Flows--
      Three Months Ended March 31, 1996 and 1995                      6

     Notes to Consolidated Financial Statements                     7-8

     Management's Discussion and Analysis of Financial
      Condition and Results of Operations                          9-14

Part II. Other Information                                           15

Signature                                                            16

Index to Exhibits                                                    17


                                      2


                          PART I. FINANCIAL INFORMATION

                       CENTURY TELEPHONE ENTERPRISES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


                                                        Three months
                                                       ended March 31,
                                                    -------------------- 
                                                      1996        1995
                                                    --------    --------
                                                    (Dollars, except per
                                                     share amounts, and
                                                    shares in thousands)

OPERATING REVENUES
    Telephone                                      $110,631      100,563
    Mobile Communications                            55,004       42,149
    Other                                            10,179        6,067
                                                   --------     --------
      Total operating revenues                      175,814      148,779
                                                   --------     --------

OPERATING EXPENSES
    Cost of sales and operating expenses             89,560       74,660
    Depreciation and amortization                    30,739       26,158
                                                   --------     --------
      Total operating expenses                      120,299      100,818
                                                   --------     --------

OPERATING INCOME                                     55,515       47,961
                                                   --------     --------

OTHER INCOME (EXPENSE)
    Interest expense                                (11,596)     (11,396)
    Income from unconsolidated cellular entities      5,634        4,724
    Gain on sales of assets                               -        5,909
    Minority interest                                (2,556)      (1,946)
    Other income and expense                            147          443
                                                   --------     --------
      Total other income (expense)                   (8,371)      (2,266)
                                                   --------     --------

INCOME BEFORE INCOME TAXES                           47,144       45,695
                               
Income tax expense                                   17,479       18,695
                                                   --------     --------

NET INCOME                                         $ 29,665       27,000
                                                   ========     ========

PRIMARY EARNINGS PER SHARE                         $    .50          .48
                                                   ========     ========

FULLY DILUTED EARNINGS PER SHARE                   $    .50          .47
                                                   ========     ========

DIVIDENDS PER COMMON SHARE                         $    .09        .0825
                                                   ========     ========

AVERAGE PRIMARY SHARES OUTSTANDING                   59,478       56,184
                                                   ========     ========

AVERAGE FULLY DILUTED SHARES OUTSTANDING             60,204       58,660
                                                   ========     ========



See accompanying notes to consolidated financial statements.



                                    3

                       CENTURY TELEPHONE ENTERPRISES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                     March 31,     December 31,
                                                       1996           1995
                                                    ----------     -----------
                                                      (Dollars in thousands)
ASSETS
- ------

CURRENT ASSETS
   Cash and cash equivalents                         $   12,085          8,540
   Accounts receivable
      Customers, less allowance of
        $3,522 and $2,768                                51,478         50,943
      Other                                              41,341         24,219
   Materials and supplies, at average cost                6,249          6,608
   Other                                                  5,143          5,019
                                                     ----------     ----------
                                                        116,296         95,329
                                                     ----------     ----------

NET PROPERTY, PLANT AND EQUIPMENT                     1,060,234      1,047,808
                                                     ----------     ----------

INVESTMENTS AND OTHER ASSETS
   Excess cost of net assets acquired,
     less accumulated amortization of
     $56,364 and $52,944                                490,810        493,655
   Other                                                217,459        225,629
                                                     ----------     ----------
                                                        708,269        719,284
                                                     ----------     ----------
                                                     $1,884,799      1,862,421
                                                     ==========     ==========
LIABILITIES AND EQUITY
- ----------------------

CURRENT LIABILITIES
   Current maturities of long-term debt              $   19,523         15,325
   Notes payable                                              -         14,199
   Accounts payable                                      46,029         55,329
   Accrued expenses and other liabilities
      Salaries and benefits                              16,363         18,178
      Taxes                                              21,145         12,489
      Interest                                           11,562          6,024
      Other                                               5,976          5,337
   Advance billings and customer deposits                13,971         13,043
                                                     ----------     ----------
                                                        134,569        139,924
                                                     ----------     ----------

LONG-TERM DEBT                                          613,732        622,904
                                                     ----------     ----------

DEFERRED CREDITS AND OTHER LIABILITIES                  216,400        211,169
                                                     ----------     ----------

STOCKHOLDERS' EQUITY
   Common stock, $1.00 par value, authorized
     175,000,000 shares, issued and outstanding
     59,424,868 and 59,113,670 shares                    59,425         59,114
   Paid-in capital                                      460,060        453,584
   Retained earnings                                    411,742        387,424
   Unearned ESOP shares                                 (13,270)       (13,960)
   Preferred stock - non-redeemable                       2,141          2,262
                                                     ----------     ----------
                                                        920,098        888,424
                                                     ----------     ----------
                                                     $1,884,799      1,862,421
                                                     ==========     ==========

See accompanying notes to consolidated financial statements.


                                      4



                       CENTURY TELEPHONE ENTERPRISES, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

                                                            Three months
                                                           ended March 31,
                                                      ------------------------  
                                                         1996          1995
                                                      ----------    ----------
                                                       (Dollars in thousands)

COMMON STOCK
   Balance at beginning of period                     $   59,114        53,574
   Conversion of debentures into common stock                  -         4,540
   Issuance of common stock through dividend
     reinvestment, incentive and benefit plans               265           204
   Issuance of common stock for acquisition                   15             -
   Conversion of preferred stock into common stock            31             -
                                                      ----------    ----------

   Balance at end of period                               59,425        58,318
                                                      ----------    ----------

PAID-IN CAPITAL
   Balance at beginning of period                        453,584       319,235
   Conversion of debentures into common stock                  -       108,596
   Issuance of common stock through dividend
     reinvestment, incentive and benefit plans             5,520         2,379
   Issuance of common stock for acquisition                  468             -
   Conversion of preferred stock into common stock            90             -
   Amortization of unearned compensation and other           398           204
                                                      ----------     ---------

   Balance at end of period                              460,060       430,414
                                                      ----------    ----------

RETAINED EARNINGS
   Balance at beginning of period                        387,424       291,999
   Net income                                             29,665        27,000
   Cash dividends declared
      Common stock-$.09 and $.0825 per share,
        respectively                                      (5,311)       (4,770)
      Preferred stock                                        (36)          (31)
                                                      ----------    ----------

   Balance at end of period                              411,742       314,198
                                                      ----------    ----------

UNEARNED ESOP SHARES
   Balance at beginning of period                        (13,960)      (16,840)
   Release of ESOP shares                                    690           690
                                                      ----------    ----------

   Balance at end of period                              (13,270)      (16,150)
                                                      ----------    ----------

PREFERRED STOCK - NON-REDEEMABLE
   Balance at beginning of period                          2,262         2,268
   Conversion of preferred stock into
     common stock                                           (121)            -
                                                      ----------    ----------

   Balance at end of period                                2,141         2,268
                                                      ----------    ----------

TOTAL STOCKHOLDERS' EQUITY                            $  920,098       789,048
                                                      ==========    ==========



See accompanying notes to consolidated financial statements.


                                      5





                       CENTURY TELEPHONE ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                            Three months
                                                           ended March 31,
                                                        ---------------------
                                                          1996         1995
                                                        --------     --------
                                                       (Dollars in thousands)
OPERATING ACTIVITIES
   Net income                                          $ 29,665        27,000
   Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation and amortization                      30,739        26,158
      Deferred income taxes                               1,554           747
      Income from unconsolidated cellular
        entities                                         (5,634)       (4,724)
      Minority interest                                   2,556         1,946
      Loss on investment in unconsolidated
        personal communications services entity           1,100             -
      Gain on sales of assets                                 -        (5,909)
      Changes in current assets and current
        liabilities:
         Decrease in accounts receivable                  1,243         4,244
         Increase (decrease) in accounts payable         (9,300)        1,766
         Increase in other accrued taxes                  8,656        13,500
         Increase in accrued interest payable             5,538           281
         Changes in other current assets and other
           current liabilities, net                       1,691          (543)
      Increase in other noncurrent liabilities            1,121         1,415
      Other, net                                            892         1,845
                                                       --------      --------

         Net cash provided by operating
           activities                                    69,821        67,726
                                                       --------      --------

INVESTING ACTIVITIES
   Payments for property, plant and equipment           (41,212)      (53,499)
   Acquisitions, net of cash acquired                         -        (6,009)
   Proceeds from sales of assets                              -        17,922
   Investments in unconsolidated cellular
     entities                                                 -        (1,678)
   Purchase of life insurance investment                 (5,018)       (4,756)
   Other, net                                             1,925          (179)
                                                       --------      --------

         Net cash used in investing activities          (44,305)      (48,199)
                                                       --------      --------

FINANCING ACTIVITIES
   Proceeds from issuance of long-term debt              40,000         6,498
   Payments of long-term debt                           (48,215)       (2,266)
   Notes payable, net                                   (14,199)      (18,000)
   Proceeds from issuance of common stock                 5,770         2,432
   Cash dividends                                        (5,347)       (4,801)
   Other, net                                                20            55
                                                       --------      --------

         Net cash used in financing activities          (21,971)      (16,082)
                                                       --------      --------

Net increase in cash and cash equivalents                 3,545         3,445

Cash and cash equivalents at beginning
  of period                                               8,540         7,154
                                                       --------      --------

Cash and cash equivalents at end of period             $ 12,085        10,599
                                                       ========      ========

Supplemental cash flow information:

 Income taxes paid                                     $  4,169         6,391
                                                       ========      ========

 Interest paid                                         $  6,058        11,115
                                                       ========      ========

See accompanying notes to consolidated financial statements.

                                     6






                       CENTURY TELEPHONE ENTERPRISES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (UNAUDITED)


(1)     Basis of Financial Reporting

        Certain  information  and  footnote  disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles  have been condensed or omitted  pursuant to rules and regulations of
the  Securities  and  Exchange  Commission;  however,  the Company  believes the
disclosures  which are made are adequate to make the  information  presented not
misleading.  The financial  statements and footnotes  included in this Form 10-Q
should be read in  conjunction  with the financial  statements and notes thereto
included in the Company's annual report on Form 10-K for the year ended December
31, 1995.  Certain 1995 amounts have been reclassified to be consistent with the
1996 presentation.

        The unaudited financial information for the three months ended March 31,
1996 and 1995 has not been audited by independent public  accountants;  however,
in the  opinion of  management,  all  adjustments  (which  include  only  normal
recurring adjustments) necessary to present fairly the results of operations for
the three-month  periods have been included  therein.  The results of operations
for the first three  months of the year are not  necessarily  indicative  of the
results of operations which might be expected for the entire year.

(2)     Net Property, Plant and Equipment

        Net property, plant and equipment is composed of the following:

                                       March 31,           December 31,
                                         1996                  1995
                                      ----------           ------------
                                            (Dollars in thousands)

   Telephone, at original cost        $1,224,825             1,207,347
   Accumulated depreciation             (374,569)             (357,633)
                                      ----------            ----------
                                         850,256               849,714
                                      ----------            ----------

   Mobile Communications, at cost        205,808               191,594
   Accumulated depreciation              (59,856)              (54,927)
                                      ----------            ----------
                                         145,952               136,667
                                      ----------            ----------

   Corporate and other, at cost          102,435               100,613
   Accumulated depreciation              (38,409)              (39,186)
                                      ----------            ----------
                                          64,026                61,427
                                      ----------            ----------

                                      $1,060,234             1,047,808
                                      ==========            ==========




                                      7


                       

(3)     Earnings from Unconsolidated Cellular Entities

        The following summarizes the unaudited combined results of operations of
the cellular  entities in which the Company's  investments (as of March 31, 1996
and 1995) are accounted for by the equity method.

                                                      Three months
                                                     ended March 31,
                                                   -------------------
                                                     1996       1995
                                                   --------   -------- 
                                                 (Dollars in thousands)

Results of operations
   Revenues                                       $205,504     149,254
   Operating income                               $ 63,439      47,854
   Net income                                     $ 64,024      48,525

(4)     Sales of Assets

        In the first  quarter of 1995 the  Company  sold,  for an  aggregate  of
approximately $17.9 million,  its ownership  interests in certain  non-strategic
cellular  Rural  Service  Areas  located  primarily in western  states and three
Metropolitan Statistical Areas in the midwest, which represented an aggregate of
approximately  253,000 pops.  These  transactions  resulted in a pre-tax gain of
$5.9 million ($2.0 million after-tax).

(5)     Accounting Pronouncements

        The Company adopted Statement of Financial  Accounting Standards No. 121
("SFAS  121"),  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of," during the first quarter of 1996. SFAS 121
establishes  accounting  standards  for the  impairment  of  long-lived  assets,
certain  identifiable  intangibles,  and goodwill  related to those assets to be
held and used, and for long-lived assets and certain identifiable intangibles to
be  disposed  of.  SFAS  121  also  requires  that a  rate-regulated  enterprise
recognize  an  impairment  for the  amount of costs  excluded  when a  regulator
excludes all or part of a cost from the  enterprise's  rate base.  The effect of
the adoption of SFAS 121 did not  materially  affect the Company's  consolidated
financial position or results of operations.

        In  October  1995,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards No. 123 ("SFAS 123"),  "Accounting
for Stock-Based  Compensation."  SFAS 123 establishes  financial  accounting and
reporting standards for stock-based  employee  compensation plans. As allowed by
SFAS 123,  the  Company  plans to  continue  to  measure  compensation  cost for
employee  stock  compensation  plans using the method  prescribed  by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
will provide pro forma  disclosures in the Notes to the  Consolidated  Financial
Statements as required by SFAS 123.



                                      8

                       CENTURY TELEPHONE ENTERPRISES, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


        Management's  Discussion and Analysis of Financial Condition and Results
of Operations  ("MD&A")  included herein should be read in conjunction with MD&A
and the other  information  included in the Company's annual report on Form 10-K
for the year ended  December 31, 1995.  The results of operations  for the three
months  ended March 31, 1996 are not  necessarily  indicative  of the results of
operations which might be expected for the entire year.

                              RESULTS OF OPERATIONS

                   Three Months Ended March 31, 1996 Compared
                      to Three Months Ended March 31, 1995

        Net income for the first quarter of 1996 was $29.7  million  compared to
$27.0  million  during  the first  quarter  of 1995.  The $27.0  million in 1995
included a $5.9 million pre-tax gain on the sale of certain cellular properties,
$2.0  million  after-tax.  Exclusive  of such gain,  net income  increased  $4.7
million  (18.7%),  principally  due to the after-tax  effect of the $7.6 million
increase in operating income.

                                                       Three months
                                                      ended March 31,
                                                    ------------------
                                                      1996       1995
                                                    -------    ------- 
                                                   (Dollars, except per
                                                    share amounts, and
                                                   shares in thousands)
Operating income
   Telephone                                        $38,619     34,345
   Mobile Communications                             16,170     13,211
   Other                                                726        405
                                                    -------    -------
                                                     55,515     47,961

Interest expense                                    (11,596)   (11,396)
Income from unconsolidated cellular
 entities                                             5,634      4,724
Gain on sales of assets                                   -      5,909
Minority interest                                    (2,556)    (1,946)
Other income and expense                                147        443
Income taxes                                        (17,479)   (18,695)
                                                    -------    -------

Net income                                          $29,665     27,000
                                                    =======    =======

Fully diluted earnings per share                    $   .50        .47
                                                    =======    =======

Average fully diluted shares outstanding             60,204     58,660
                                                    =======    =======

        Fully diluted  earnings per share increased to $.50 for the three months
ended March 31, 1996 from $.47 ($.44  exclusive  of the gain on sales of assets)
during the three  months  ended March 31,  1995,  a 6.4%  increase.  The average
number of fully diluted shares outstanding increased 2.6%, primarily as a result
of  shares  issued  for   acquisitions   and  through  the  Company's   dividend
reinvestment, incentive and benefit plans.



                                      9






       Contributions to operating revenues and operating income by the Company's
telephone,  mobile  communications,  and other  operations  for the three months
ended March 31, 1996 and 1995 were as follows:

                                                      Three months
                                                     ended March 31,
                                                   -------------------
                                                     1996       1995
                                                   -------    --------

Operating revenues
   Telephone operations                              62.9%      67.6
   Mobile Communications operations                  31.3%      28.3
   Other operations                                   5.8%       4.1

Operating income
   Telephone operations                              69.6%      71.6
   Mobile Communications operations                  29.1%      27.5
   Other operations                                   1.3%        .9

Telephone Operations
                                                      Three months
                                                     ended March 31,
                                                   -------------------
                                                     1996       1995
                                                   -------    --------
                                                 (Dollars in thousands)
Operating revenues
   Local service                                   $29,085      26,840
   Network access and long distance                 68,363      61,585
   Other                                            13,183      12,138
                                                   -------     -------
                                                   110,631     100,563
                                                   -------     -------

Operating expenses
   Plant operations                                 22,379      21,635
   Customer operations                               9,908       9,150
   Corporate and other                              16,814      15,162
   Depreciation and amortization                    22,911      20,271
                                                   -------     -------
                                                    72,012      66,218
                                                   -------     -------

Operating income                                   $38,619      34,345
                                                   =======     =======

        Telephone  operating  income  increased  $4.3 million  (12.4%) due to an
increase in operating  revenues of $10.1 million  (10.0%) which more than offset
an increase in operating expenses of $5.8 million (8.7%).

        The increase in revenues was partially due to a $2.9 million increase in
revenues  based on minutes  of use,  of which  approximately  $1.6  million  was
associated  with a  change,  effective  in the  third  quarter  of 1995,  in the
methodology  applied  in  the  network  access  revenue  billing  process.  Also
contributing  to the  increase in revenues  was a $1.6  million  increase  which
resulted  from the  increase  in the number of  customer  access  lines;  a $1.6
million increase in amounts received from the Federal Communications  Commission
mandated Universal Service Fund; a $1.6 million increase in the partial recovery
of  increased  operating  expenses  through  revenue  pools in which the Company
participates  with other  telephone  companies;  and a $1.3 million  increase in
revenues  related to leasing,  selling,  installing,  maintaining  and repairing
customer premise telecommunications equipment and wiring ("CPE services").

        During  the first  quarter  of 1996,  operating  expenses, exclusive  of
depreciation and amortization,  increased $3.2 million (6.9%)  substantially due
to a $1.3 million  increase in expenses  related to  providing  CPE services (of
which  $200,000 was due to increases in sales and marketing  costs),  a $596,000
increase in salaries and wages,  and a $474,000  increase in the  provision  for
doubtful  accounts.  The remainder of the increase was due to increases in other
general operating expenses.

        Depreciation and amortization increased $2.6 million (13.0%)  primarily
due to higher levels of plant in service.


                                      10






Mobile Communications Operations


                                                           Three months
                                                          ended March 31,
                                                       --------------------
                                                          1996       1995
                                                       --------    --------
                                                      (Dollars in thousands)
Operating revenues
   Cellular service                                     $54,043     40,821
   Equipment and other                                      961      1,328
                                                        -------    -------
                                                         55,004     42,149
                                                        -------    -------

Operating expenses
   Cost of sales                                          2,857      1,922
   Other operating expenses                               6,896      5,610
   General, administrative and customer
     service                                             12,199      8,780
   Sales and marketing                                    9,479      7,044
   Depreciation and amortization                          7,403      5,582
                                                        -------    -------
                                                         38,834     28,938
                                                        -------    -------

Operating income                                        $16,170     13,211
                                                        =======    =======

      The  mobile  communications  segment  reflects  100%  of  the  results  of
operations  of the  cellular  entities  in  which  the  Company  has a  majority
interest. The minority interest owners' share of the income of such entities was
$2.6 million  during the first three months of 1996 and $1.9 million  during the
first  three  months  of  1995  and is  reflected  as an  expense  in  "Minority
interest."

      The Company's share of earnings from the cellular entities in which it has
less  than  a  majority   interest   (which  is  not   included  in  the  mobile
communications  segment)  is  accounted  for  using  the  equity  method  and is
reflected in "Income from unconsolidated cellular entities." The Company's share
of income from such entities was $5.6 million and $4.7 million  during the three
months ended March 31, 1996 and 1995, respectively.

        Mobile communications operating income increased $3.0 million (22.4%) to
$16.2  million  in the first  quarter  of 1996 from  $13.2  million in the first
quarter  of 1995.  Mobile  communications  operating  revenues  increased  $12.9
million (30.5%) which more than offset an increase in operating expenses of $9.9
million (34.2%).

        The  increase in cellular  service  revenues  was  primarily  due to the
increase in the number of  cellular  customers.  The average  number of cellular
units in service in majority-owned  markets during the first quarter of 1996 and
1995 was 297,800 and 216,500,  respectively.  Exclusive of acquisitions,  access
and usage revenues  increased $7.5 million  (25.8%) in the first quarter of 1996
and roaming and toll  revenues  increased  $2.3  million  (22.4%).  Acquisitions
consummated  during the last half of 1995  contributed  $2.4  million of service
revenues during the first quarter of 1996.

        The average monthly  cellular  service revenue per customer  declined to
$60 during the first  quarter of 1996 from $63 during the first quarter of 1995.
It has been an industry-wide trend that early subscribers have normally been the
heaviest users and that a higher  percentage of new subscribers tend to be lower
usage  customers.  The average  monthly service revenue per customer may further
decline (i) as market penetration increases and additional lower usage customers
are activated and (ii) as competitive  pressures  intensify and place additional
pressure on rates. The Company is responding to such  competitive  pressures by,
among  other  things,  modifying  certain  of its price  plans and  implementing
certain  other plans and  promotions,  all of which may result in lower  average
revenue per customer. The Company will continue


                                      11


to  focus on  customer  service  and  attempt  to  stimulate  cellular  usage by
promoting the  availability  of certain  enhanced  services and by improving the
quality of its service  through the  construction  of additional  cell sites and
enhancements to its system.

        Equipment and other revenues  decreased $367,000 in the first quarter of
1996  compared to the first  quarter of 1995.  Although  the  Company  sold more
phones in the first quarter of 1996 than in the first quarter of 1995,  revenues
decreased  because the  Company  has  increasingly  sold  phones  below cost,  a
practice which is common in the cellular industry. The increase in cost of sales
during the first  quarter of 1996  resulted  from the  increase in the number of
cellular phones sold.

        Other  operating  expenses  increased $1.3 million  (22.9%) in the first
quarter of 1996 primarily due to a $1.0 million  increase in costs paid to other
carriers related to (i) the provision of cellular service by such other carriers
to the  Company's  customers  who roam in the other  carriers'  service areas in
excess of the amounts the Company bills its  customers  (such costs are expected
to increase as the Company  continues to expand its reduced rate calling  areas)
and (ii) cellular fraud. In addition,  a $500,000  increase in expenses resulted
from the interconnection of new cell sites.

        General,  administrative  and customer service  expenses  increased $3.4
million  (38.9%)  primarily due to increased  expenses  resulting  from a larger
customer base, such as customer service ($1.1 million), billing costs ($440,000)
and provision for doubtful  accounts  ($808,000).  The remainder of the increase
was primarily due to increases in general office expenses.

        During the first quarter of 1996, sales and marketing expenses increased
$2.4 million  (34.6%)  primarily due to a $1.1 million  increase in  commissions
paid to agents for  selling  cellular  service to new  customers  and a $906,000
increase in advertising and sales promotions expenses.

        Depreciation  and  amortization   increased  $1.8  million  (32.6%)  due
primarily to a higher level of plant in service.

Other Operations

        Other  operations  includes the results of operations of subsidiaries of
the Company  which are not included in the  telephone  or mobile  communications
segments,  including,  but not  limited  to, the  Company's  competitive  access
subsidiary and the Company's nonregulated long distance operations.  Of the $4.1
million increase in operating revenues,  $2.8 million was applicable to the long
distance  operations.  Of the $3.8 million increase in operating expenses,  $2.2
million was incurred by the long distance operations.

Income from Unconsolidated Cellular Entities

        Earnings from unconsolidated  cellular entities, net of the amortization
of associated  goodwill,  increased $910,000 (19.3%) during the first quarter of
1996 compared to the first quarter of 1995 due to improvement  in  profitability
of the  cellular  entities  in which  the  Company  owns  less  than a  majority
interest.

Gain on Sales of Assets

        During  the  first  quarter  of 1995,  the  Company  sold its  ownership
interests in certain non-strategic cellular entities which resulted in a pre-tax
gain of $5.9 million ($2.0 million after-tax; $.03 per fully diluted share). For
additional   information,   see  Note  4  of  Notes  to  Consolidated  Financial
Statements.


                                      12

Minority Interest

        The increased profitability during the first three months of 1996 of the
Company's   majority-owned   and  operated   cellular  entities  resulted  in  a
corresponding  increase  of  $610,000  (31.3%) in the  expense  recorded  by the
Company to reflect the minority interest owners' share of the profits.

Other Income and Expense

        Other  income and  expense  for the first  quarter of 1996 was  $147,000
compared to $443,000  during the first quarter of 1995.  During 1995 the Company
invested $20.0 million in exchange for a minority  equity  interest in an entity
formed for the purpose of participating in the Federal Communications Commission
auction of one 30MHz Personal  Communications  Services ("PCS") license for each
Basic Trading Area. In April 1996,  such entity withdrew from  participating  in
the auction and, as a result thereof, the Company withdrew its equity investment
in such entity and  recorded a $1.1  million  loss  during the first  quarter of
1996. The $1.1 million was the portion of the Company's  investment which, under
the terms of its agreement with such entity, it was not entitled to recoup.

Income Tax Expense

        Although income before taxes increased  during the first quarter of 1996
compared to the first quarter of 1995, income tax expense decreased $1.2 million
(6.5%) primarily  because the effective income tax rate attributable to the gain
on sales of assets in the first quarter of 1995 was considerably higher than the
Company's consolidated effective income tax rate.


                         LIQUIDITY AND CAPITAL RESOURCES


        Excluding  cash  used  for  acquisitions,  the  Company  relies  on cash
provided by operations to provide a substantial  portion of its cash needs.  The
Company's  telephone  operations have  historically  provided a stable source of
cash flow which has helped the Company continue its long-term program of capital
improvements.  Cash provided by mobile  communications  operations has increased
each year since that segment became cash-flow positive.

        Net cash provided by operating  activities  was $69.8 million during the
first  three  months of 1996  compared to $67.7  million  during the first three
months of 1995. The Company's accompanying consolidated statements of cash flows
identifies  major  differences  between  net  income  and net cash  provided  by
operating  activities  for each of these  periods.  For  additional  information
relating to the telephone  operations,  mobile  communications  operations,  and
other operations of the Company, see Results of Operations.

        Net cash  used in  investing  activities  was  $44.3  million  and $48.2
million  for the  three  months  ended  March 31,  1996 and 1995,  respectively.
Payments for property,  plant and equipment were $12.3 million less in the first
quarter of 1996 than in the comparable period during 1995. Capital  expenditures
for the three  months  ended  March 31, 1996 were $22.0  million for  telephone,
$15.6 million for mobile  communications  and $3.6 million for other operations.
The $48.2  million of net cash used in investing  activities  in 1995 was net of
$17.9 million of proceeds  from the sale of certain  cellular  properties.  Cash
used in connection  with the acquisition of a local exchange  telephone  company
was $6.0 million in the first three months of 1995.



                                      13

        Net cash used in financing activities was $22.0 million during the first
three months of 1996 compared to $16.1 million  during the first three months of
1995.  Net  payments,  including  notes payable and  long-term  debt,  were $8.6
million more during the first  quarter of 1996  compared to the first quarter of
1995.

        Budgeted capital  expenditures for 1996 total $102 million for telephone
operations, $61 million for mobile communications operations and $26 million for
corporate and other operations.

        As of March 31, 1996, Century's telephone subsidiaries had available for
use  $142.6  million  of  commitments  for  long-term  financing  from the Rural
Utilities  Service and the Company had $113.1 million of undrawn  committed bank
lines of credit. In addition, approximately $125.0 million of uncommitted credit
facilities  were  available  to  Century  at March 31,  1996.  The  Company  has
experienced no significant  problems in obtaining  funds through the issuance of
debt or equity for capital expenditures or other purposes.


                                  OTHER MATTERS

        The Company currently accounts for its regulated telephone operations in
accordance  with the provisions of Statement of Financial  Accounting  Standards
No. 71 ("SFAS 71"), "Accounting for the Effects of Certain Types of Regulation."
While the ongoing applicability of SFAS 71 to the Company's telephone operations
is being monitored due to the changing  regulatory,  competitive and legislative
environments,  the Company believes that SFAS 71 still applies.  However,  it is
possible that changes in regulation or  legislation  or  anticipated  changes in
competition or in the demand for regulated  services or products could result in
the  Company's  telephone  operations  not being  subject to SFAS 71 in the near
future.  In that event,  implementation  of Statement  of  Financial  Accounting
Standards No. 101 ("SFAS  101"),  "Regulated  Enterprises  - Accounting  for the
Discontinuance  of  Application  of FASB  Statement  No. 71," would  require the
write-off of previously  established  regulatory  assets and liabilities,  along
with an adjustment of certain accumulated  depreciation  accounts to reflect the
difference  between recorded  depreciation  and the amount of depreciation  that
would have been recorded had the Company's telephone operations not been subject
to rate  regulation.  Such  discontinuance  of the  application of SFAS 71 would
result in a material, noncash charge against earnings which would be reported as
an  extraordinary  item.  While the  effect of  implementing  SFAS 101 cannot be
precisely  estimated  at  this  time,  management  believes  that  the  noncash,
after-tax, extraordinary charge would be between $100 million and $150 million.



                                      14


                           PART II. OTHER INFORMATION

                       CENTURY TELEPHONE ENTERPRISES, INC.


Item 6.  Exhibits and Reports on Form 8-K
- -------  --------------------------------

         A.      Exhibits
                 --------

                 11       Computations of Earnings Per Share.

                 27       Financial Data Schedule.

         B.      Reports on Form 8-K
                 -------------------
  
                 There  were no reports  on Form 8-K filed  during  the  quarter
                 ended March 31, 1996.



                                      15




                                  SIGNATURE
                                  ---------


         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.


                                          CENTURY TELEPHONE ENTERPRISES, INC.



Date: May  8, 1996                         /s/ Murray H. Greer
                                          -------------------
                                          Murray H. Greer
                                          Controller
                                          (Principal Accounting Officer)




                                      16




                       CENTURY TELEPHONE ENTERPRISES, INC.


                                INDEX TO EXHIBITS


Exhibit
Number
- -------

11   Computations of Earnings Per Share, included herein.

27   Financial Data Schedule, included herein.





                                     17



                                                                     EXHIBIT 11

                       CENTURY TELEPHONE ENTERPRISES, INC.
                       COMPUTATIONS OF EARNINGS PER SHARE
                                   (UNAUDITED)

                                                          Three months
                                                         ended March 31,
                                                       ------------------ 
                                                         1996      1995
                                                       -------    -------
                                                      (Dollars, except per
                                                       share amounts, and
                                                      shares in thousands)


Net income                                             $29,665     27,000
Dividends applicable to preferred stock                    (28)       (29)
                                                       -------    -------

Net income applicable to common stock                   29,637     26,971
Dividends applicable to preferred stock                     28         29

Interest on convertible securities,
  net of taxes                                             145        526
                                                       -------    -------

Net income as adjusted for purposes of
  computing fully diluted earnings per
  share                                                $29,810     27,526
                                                       =======    =======

Weighted average number of shares:
   Outstanding during period                            59,273     55,922
   Common stock equivalent shares                          556        655
   Employee Stock Ownership Plan shares not
     committed to be released                             (351)      (393)
                                                       -------    -------

Number of shares for computing primary
  earnings per share                                    59,478     56,184

Incremental common shares attributable
  to additional dilutive effect of
  convertible securities                                   726      2,476
                                                       -------    -------

Number of shares as adjusted for purposes
  of computing fully diluted earnings
  per share                                             60,204     58,660
                                                       =======    =======

Earnings per average common share                      $   .50        .48
                                                       =======    =======

Primary earnings per share                             $   .50        .48
                                                       =======    =======

Fully diluted earnings per share                       $   .50        .47
                                                       =======    =======




<TABLE> <S> <C>

<ARTICLE>     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET OF CENTURY TELEPHONE ENTERPRISES, INC.
AND SUBSIDIARIES AS OF MARCH 31, 1996 AND THE RELATED UNAUDITED CONSOLIDATED
STATEMENT OF INCOME FOR THE THREE MONTH PERIOD THEN ENDED AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<CASH>                                         12,085
<SECURITIES>                                   0
<RECEIVABLES>                                  55,000
<ALLOWANCES>                                   3,522
<INVENTORY>                                    6,249
<CURRENT-ASSETS>                               116,296
<PP&E>                                         1,533,068
<DEPRECIATION>                                 472,834
<TOTAL-ASSETS>                                 1,884,799
<CURRENT-LIABILITIES>                          134,569
<BONDS>                                        613,732
<COMMON>                                       59,425
                          0
                                    2,141
<OTHER-SE>                                     858,532
<TOTAL-LIABILITY-AND-EQUITY>                   1,884,799
<SALES>                                        0
<TOTAL-REVENUES>                               175,814
<CGS>                                          0
<TOTAL-COSTS>                                  120,299
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             11,596
<INCOME-PRETAX>                                47,144
<INCOME-TAX>                                   17,479
<INCOME-CONTINUING>                            29,665
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   29,665
<EPS-PRIMARY>                                  .50
<EPS-DILUTED>                                  .50
        

</TABLE>


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