SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ________________ to ______________
Commission file number 0-19179
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CT COMMUNICATIONS, INC.
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(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 AVE. E., CONCORD, N.C. 28025
- -------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 782-7000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
NONE NONE
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Securities registered pursuant to Section 12(g) of the Act:
CLASS B NON-VOTING STOCK
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(Title of Class)
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 .
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ( )
Aggregate market value of voting stock held by non-affiliates:
Registrant's stock is infrequently traded and there is no established
market for such shares. However, using the most recent known trading
price for non-voting and not granting a premium for voting rights, the
aggregate market value is $15,635,900 (44,674 x $350.00).
Indicate the number of shares outstanding of common stock, as of
December 31, 1995. Common 75,673 . Common Class B (Non-voting)
418,667 .
PART I
ITEM 1. BUSINESS
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GENERAL
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The Registrant was organized on October 25, 1993, as a result of
a corporate reorganization (the "Reorganization") of The Concord
Telephone Company ("CTC") into a holding company structure. Pursuant
to the Reorganization, CTC and Concord Long Distance Company ("CTLD")
each became a direct, wholly owned subsidiary of the Registrant.
CT Cellular, Inc. ("CT Cellular"), organized in January 1994 as a
wholly owned subsidiary of the Registrant, owns interests in two
limited partnerships engaged in the business of cellular telephone
services.
In March 1995, the Registrant organized Carolina Personal
Communications, Inc. ("CPC") as a wholly owned subsidiary of the
Registrant to operate a new wireless communication service, which will
include voice, data interface, and paging. CPC continues to operate
as a wholly owned subsidiary of CTC and a second-tier subsidiary of
the Registrant.
In October 1995, the Registrant organized CT Wireless Cable, Inc.
("CT Wireless") as a wholly owned subsidiary of the Registrant to
participate in the wireless cable television industry in North
Carolina.
<PAGE>
Information relating to Class of Products or Services:
Sales to unaffiliated customers:
1995 1994 1993
Local Service
Station revenues $17,639,210 $15,304,494 $12,852,054
Public telephone 485,598 498,496 461,916
Other local revenues 3,105,799 3,014,828 2,809,559
----------- ----------- -----------
21,230,607 18,817,818 16,123,529
Toll service
Toll service, net of 11,104,590 13,071,692 11,147,259
Bell settlements
Access revenues 13,155,436 10,233,581 7,847,782
Billing & collecting
revenues 1,154,334 1,114,967 1,761,782
Network & operator
services 158,758 150,908 262,058
----------- ----------- -----------
25,573,118 24,571,148 21,018,881
Other
Miscellaneous revenue
including non-regulated 9,551,076 7,259,527 6,519,419
----------- ---------- -----------
Uncollectible revenue
Provision for
uncollectibles (335,958) (221,074) (380,483)
----------- ---------- -----------
Total Operating Revenues $56,018,843 $50,427,419 $43,281,346
=========== =========== ===========
The Registrant had 296 equivalent full time employees at December
31, 1995.
The Registrant's business is expected to continue to change
rapidly during the remainder of this decade. These changes will be
brought about by the deployment of new technologies, a regulatory
environment which promotes competition, and the convergence of our
traditional business with services now provided by cable television,
publishers, broadcasters and computer firms. By the end of the
decade, the Registrant will have competition in substantially all
areas of its business, but will have many opportunities available in
the newly emerging technologies.
RECENT LEGISLATION
The Telecommunications Act of 1996 (the "Telecommunications Act")
was signed into law by the President earlier this year. This landmark
telecommunications reform legislation has removed entry barriers to
competition for local telephone service.
Under the terms of the Telecommunications Act, no state or local
jurisdiction may prohibit any entity from providing telecommunications
services, but can manage public rights-of-way in a competitively
neutral manner and require compensation from telecommunications
providers for their use of rights-of-way provided that such
compensation is fair, reasonable, nondiscriminatory, competitively
neutral and publicly disclosed. This provision is subject to the
"rural market entry" exception described below.
A State may require a carrier who seeks to enter a service area
served by a Rural Telephone Company (as defined below) to meet the
requirements for designation as an "eligible carrier" (i.e., an
eligible carrier must be able to offer universal service throughout
the relevant study area using its own facilities or a combination of
its own facilities and resale, and the State commission must determine
that the designation of more than one eligible carrier is in the
public interest). This protection will not be available in a market
served by a Rural Telephone Company which has received a modification,
suspension or exemption from the obligation to provide resale at
wholesale rates if such modification, suspension or exemption
effectively prohibits the carrier from qualifying as an eligible
carrier. A service area is a Rural Telephone Company's study area
unless and until the Federal Communications Commission ("FCC") and the
State establish otherwise.
A Rural Telephone Company is defined as a Local Exchange Carrier
("LEC") that meets one of the following requirements:
* Provides common carrier service to a study area that does
not include any incorporated place of 10,000 inhabitants
or more or to any area that is included in an urbanized
area as defined by the Bureau of the Census;
* Provides telephone exchange (including exchange access
service) to fewer than 50,000 access lines;
* Provides telephone exchange service to any LEC study area
with fewer than 100,000 access lines; or
* Has less than 15 percent of its access lines in
communities of more than 50,000 on the date of enactment
of the legislation.
The Registrant meets the definition of a Rural Telephone Company
since it currently serves less than 100,000 access lines. At the
current rate of growth, the Registrant will exceed this threshold in
less than two years and will no longer be a Rural Telephone Company.
<PAGE>
THE CONCORD TELEPHONE COMPANY
Organized in 1897, CTC is engaged in providing local and
intralata toll services through 91,602 access lines and nine exchanges
in the counties of Cabarrus, Stanly and Rowan, North Carolina. The
number of access lines served by CTC on December 31 for the last five
years is as follows:
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
91,602 87,674 83,819 81,256 78,966
CTC is empowered by provisions of the North Carolina Public
Utilities Law and its Restated Articles of Incorporation to construct
and maintain its lines and is authorized by the North Carolina
Utilities Commission to operate in the territory which it now serves.
In addition, CTC has municipal franchises for constructing and
maintaining its lines in the Cities of Concord, Albemarle, China
Grove, Landis, Mt. Pleasant, Harrisburg, New London, Badin and
Oakboro.
During 1994, CTC was notified by AT & T of its intention to take
over the recording and rating of its toll billing process effective
May 1, 1995. Subsequently, this event did not occur but AT & T
indicates its intention to complete this take over in the third
quarter of 1996. Removing this function from the billing and
collection process being performed by CTC should reduce revenues by
about $300,000 per annum. Loss of this revenue will not have a
material impact on the operations or financial condition of the
Registrant.
CTC serves a franchised service area and operates under a
certificate of Public Convenience and Necessity from the North
Carolina Utilities Commission and does not have any direct competition
in its area for local access connection. Competition to date has been
for sales of customer premise equipment ("CPE"). CTC has aggressively
marketed new CPE products and has retained a reasonable share of the
business systems market in its service area.
During 1995, the North Carolina General Assembly passed H.B. 161,
"An Act to Provide the Public with Access to Low-Cost
Telecommunication Service in a Changing Competitive Environment".
This Act permits the North Carolina Utilities Commission to allow
telecommunication providers, within one year of its passage, to
compete with local telephone companies with more than 200,000 access
lines. This provision affects areas which account for about 90
percent of all access lines within the state. It also allows these
larger companies to elect alternative forms of regulation, including
"price regulation", which is based on prices rather than earnings.
Under H.B. 161 smaller companies, with fewer than 200,000 access
lines, including CTC, are allowed to choose whether they want to be
regulated by their prices instead of their earnings. If they choose
price regulation, other telecommunication providers will be allowed to
compete in their local areas. However, if such smaller companies
elect alternative forms of regulation, other than price regulation,
they could retain their regulated monopoly.
In January 1996, BellSouth Telecommunications, Sprint Carolina
and GTE North Carolina filed for revised tariffs implementing
competitive pricing in their respective territories. Results of these
filings will be completed by mid-year. These particular filings do
not impact the Registrant since their filings relate only to the
respective service areas in which BellSouth Telecommunications, Sprint
Carolina and GTE North Carolina serve in excess of 200,000 access
lines.
North Carolina's H.B. 161 and the Telecommunications Act both
operate to promote greater competition among vendors of local
telephone service. Because regulations have not yet been adopted to
implement the provisions of the Telecommunications Act, it is too
early to fully understand the relationship between the state and
Federal statutes. Nevertheless, the North Carolina Utilities
Commission acknowledges that H.B. 161's protection of telephone
companies with fewer than 200,000 access lines may be preempted by the
Telecommunications Act's focus on Rural Telephone Companies, such that
the State would be prohibited from providing any type of regulated
monopoly protection to a local carrier who does not qualify as a Rural
Telephone Company under the Telecommunications Act. As mentioned
above, the Registrant presently qualifies as a Rural Telephone Company
because it currently serves less than 100,000 access lines. At the
current rate of growth, however, the Registrant will exceed this
threshold in less than two years. At such time, the Registrant will
no longer qualify as a Rural Telephone Company, and if the State's
protection of carriers with fewer than 200,000 access lines is deemed
invalid, other telecommunications providers will be able to compete
with the Registrant in the Registrant's service area.
The Registrant is monitoring these events very carefully and
evaluating the profitability of its services, with particular focus on
determining which products, services and departments generate the most
costs associated with operations. The Registrant may revise tariffs
as competitive forces require.
CTC accounted for approximately 88% of the Registrant's operating
revenues and approximately 82% of the Registrant's operating profit in
1995. Despite the anticipated growth of other products offered by the
Registrant, as described below, the Registrant anticipates that CTC
will continue to account for a significant portion of the Registrant's
earnings in the coming year.
<PAGE>
CONCORD TELEPHONE LONG DISTANCE COMPANY
Organized in 1992, CTLD is engaged in the business of purchasing
long distance capacity in bulk from interexchange carriers and
reselling it to subscribers on a discounted retail basis.
On April 3, 1993, CTC offered its customers equal access to the
interexchange (long distance) carriers who elected to market their
services in its service area. This enables customers to preselect
their carrier and to use this carrier by dialing 1. CTLD received the
largest number of selections in the balloting process and has retained
over 60% of CTC's customers. However, these customers are the smaller
toll users, and CTLD only bills 30% of the total minutes of long
distance use by customers in its service area. Therefore, CTLD is
actively seeking new methods to increase its market share and make new
products available to its customers including expanding service
outside its traditional service area. One new offering is personal
800 numbers which allow the customer to receive toll calls which are
charged at a discount rate. Another new service is call message
accounting which allocates calls made to specific accounts enabling
the user of this service to track the origination of toll charges.
The Telecommunications Act is not expected to have an immediate
impact on CTLD since it addresses competition in the local service
area of operations. In the future, however, an interexchange carrier
may be able to offer local service and toll service to customers.
This effectively exposes the long distance service to additional
competitive pressures.
CT CELLULAR
CT Cellular's principal operations consist of owning two limited
partnership interests in partnerships providing cellular mobile
telephone services. CT Cellular owns 24.5% of Rural Service Area
("RSA") 4/5, with Ellerbe Telephone and Alltel Mobile owning the
remainder. RSA 4/5 is comprised of Anson, Lincoln, Montgomery and
Richmond Counties in North Carolina. CT Cellular also owns 50% of RSA
15, with Alltel Mobile owning the remainder. RSA 15 is comprised of
Cabarrus, Stanly and parts of Iredell and Rowan Counties in North
Carolina. Construction of the cellular mobile telephone systems was
completed and became operational in 1991. Income from these
partnerships currently provides only a small part of the Registrant's
revenues. However, long term growth in the area of cellular mobile
telephone services appears promising. During 1995, RSA 15 experienced
growth in customers and revenues. RSA 4/5, however, experienced
slower growth in its operations, which was expected given the more
rural nature of the area it serves. Both partnerships were profitable
in 1995.
<PAGE>
CAROLINAS PERSONAL COMMUNICATIONS, INC.
In 1994, the Registrant purchased a limited partnership interest
in BellSouth Carolinas PCS Limited Liability Partnership (the
"Partnership"). The Partnership's business is to acquire a license,
design, develop, construct and operate a personal communication system
in a specified Major Trading Area ("MTA") and to market and provide
personal communication service ("PCS") services in the MTA. The
Registrant's ownership in the Partnership is 1.95%.
The Partnership submitted a bid to the FCC to acquire a PCS
license covering North Carolina and South Carolina (MTA 006-A and B).
The Registrant was notified on March 13, 1995 that the Partnership was
awarded this license. Funding of the Partnership's operations began
in the second quarter of 1995, and during 1995 the Registrant invested
approximately $4.9 million in the Partnership. As a limited partner,
the Registrant's investment includes the Registrant's pro rata share
of the license fee and expenditures to construct the system.
Construction of towers and transmitters is proceeding and operations
are scheduled to begin mid-year 1996. There were no revenues
generated by this service in 1995 and only a small amount of revenue
is expected during 1996.
PCS is a group of customized wireless telecommunications services
and devices that are expected to revolutionize business and personal
communications. The first stages of PCS have already come to the
market place through the use of portable cellular phones, car phones,
and various paging devices. As technology becomes more refined these
devices continue to become smaller in size and more sophisticated in
the features they offer. The demands of our mobile society have
caused the advanced development of many of the new PCS devices coming
to market today as well as those which we are likely to see tomorrow.
With the advancement of PCS a telephone number will soon no
longer represent a physical place but, rather will represent an
individual or a specific telecommunications device. New PCS devices
will incorporate various communications methods in a single device,
including voice, data interface, and paging. With PCS, a user will be
able to customize their telecommunications service to best suit their
particular requirements.
The cost of this new service to the customer is expected to be
low as compared to cellular technology and based on the public's rapid
acceptance of cellular service, it is hoped that this service will
quickly become popular. However, like cellular telephone service,
capital requirements will be substantial and aggressive marketing will
be needed to insure its success.
Once the Local Access Transport Area ("LATA") restrictions are
lifted from the Partnership, each telephone company limited partner
has the option to partition its pre-defined service area. The
Registrant's service area consists of Cabarrus, Stanly and parts of
Iredell and Rowan Counties in North Carolina. Partitioning will
involve the Registrant purchasing the license for its service area and
any assets in place within that area at a purchase price expected to
be approximately $9 to $11 million. If the Registrant elects to
partition its interest in the Partnership, the capital requirements to
set up the service in the partitioned area are expected to be
approximately $9.1 million, which would be expended over the four-year
period ending 1998. During 1995, the Registrant expended
approximately $4.9 million, and its 1996 obligations are approximately
$3.3 million. An aggregate of approximately $1.7 million will be
expended in 1997 and 1998.
CT WIRELESS CABLE INC.
On October 9, 1995, the Registrant organized CT Wireless as a
wholly owned subsidiary to participate in the Wireless Cable TV market
in North Carolina. CT Wireless owns 48% of Wireless One of North
Carolina, a wireless television signal provider in North Carolina.
Wireless One is a bidder in the Multi Channel Multiport Distribution
Service ("MMDS") auction seeking to acquire commercial broadcast
bandwidth throughout North Carolina. The auction is currently
proceeding with Wireless One being high bidder in several of the
larger cities in North Carolina. Wireless cable uses microwave
technology to deliver line of sight transmission from a central
broadcast tower to a receiver at the customer's premise. It is
expected to be a lower cost competitor to the Digital Satellite System
("DSS") now being offered by RCA. Nevertheless, although wireless
cable is a lower cost competitor to DSS, the Registrant acknowledges
that RCA and others have already focused and will continue to focus
substantial resources on promoting DSS technology to consumers.
If Wireless One is successful in its MMDS auction bid, services
are expected to begin in the fourth quarter of this year. The
Registrant's capital requirements in 1996 are expected to be
approximately $5 million, with additional requirements of
approximately $4.5 million over the next five years.
RECENT INVESTMENTS
ACCESS/ON MULTIMEDIA SERVICES
In cooperation with thirteen other North Carolina independent
telephone companies, the Registrant formed InfiNet Multimedia
Services, LLC, a new company to build and operate a broadband backbone
network throughout much of the state. During 1994, the name was
changed to Access/On Multimedia Services. Access/On will cooperate
with BellSouth, GTE North Carolina, and Carolina Sprint on the North
Carolina Superhighway project, an information network proposed by the
North Carolina State Government. This broadband private network
company is located in the offices of the Registrant. The Registrant
owns 19.4% of this company. During 1995 it generated the first
revenue as a provider of Internet access through the Internet Gateway.
Although not profitable at the end of the year, it had seven full time
employees.
Pending funding of the North Carolina Information Highway by the
State of North Carolina, the corporation was restructured in January
1996 and reduced its staff to two full time employees. The North
Carolina Legislature is still funding for a small amount but
inadequately to expand the network.
During 1995 Access/On invested in Carolina Fiber Net LLC ("CFN"),
a limited liability corporation with DukeNet, CaroNet and PalmettoNet
as partners, each of which partners has a fiber network. The 25%
investment may provide it a larger network to serve in the future. By
combining these four networks, the combined entity may contact
customers and sell capacity on the combined network rather than
individually.
It is expected that Access/On will continue to provide Internet
access, frame relay services and interexchange transport for other
carriers.
EMBION, L.L.C.
During 1994, the Registrant acquired a 33 1/3% interest in
Embion, a limited liability corporation. Embion is the North Carolina
franchisee of Data Base Network Services. Its primary services are
broadcast fax, fax on demand and voice mailboxes. Registrant's
interest in this limited liability corporation is not significant to
its total operations and to date, no profits have been realized by its
operation.
ITEM 2. PROPERTIES
The properties of the Registrant consist of land and buildings,
Central Office equipment, exchange and toll switchboards, data
transmission equipment, underground conduits and cable, aerial cable,
poles, wires, telephone instruments and micro-wave and other
equipment. Principal operations are conducted in a modern building
owned by the Registrant in Concord, built in 1956 and expanded in 1967
with floor space of approximately 53,000 square feet. This building
has undergone substantial interior renovation which was completed in
1991. The Registrant's general warehouse, completely renovated
during 1991, is located in Concord.
During 1995, the Registrant enlarged its warehouse storage
facilities by the addition of approximately 9,760 square feet of
warehouse space. Concurrent with this enlargement, the older
warehouse was renovated and was occupied by the outside plant
engineering group.
In the three years ended December 31, 1995, the Registrant has
acquired property and built remote switching units in its exchange
areas. All Central Office switching equipment is digital switching
equipment.
During 1994, the Registrant acquired 14.7 acres of property north
of Concord for use as a future campus business office center. This
property adjoins Interstate 85 and gives excellent access to the
Interstate highway system. Plans for development have begun and
ground was broken on the first of several buildings to be constructed
on the property. Customer service personnel will occupy this building
when completed in the third quarter of this year.
As of December 31, 1995, 14% of the telephone plant in service
was represented by land, buildings and general equipment; 35% by
central office equipment; and 51% by wires, cables, conduits, poles
and related equipment. The connecting lines, poles, wires, cables and
conduits and related equipment mentioned above are located on streets
and public highways owned by persons other than the Registrant,
pursuant to consents of various governmental bodies or to leases,
permits, easements, agreements, or licenses, express or implied
through use without objection by the owners. The Registrant owns the
motor vehicles used in its operation.
A portion of the physical property of the Registrant is subject
to the lien of an Indenture of Mortgage and Deed of Trust dated August
1, 1958, as supplemented and amended, securing its First Mortgage
Bonds, of which $1,420,000 principal amount, including current
maturities of $20,000, was outstanding at December 31, 1995. This
debt will be retired March 1, 1997.
ITEM 3. LEGAL PROCEEDINGS.
In December 1992, the Registrant was notified that it was a
potentially responsible party ("PRP") by the Environmental Protection
Agency ("EPA") under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") in the groundwater
contamination at the Bypass 601 Groundwater Contamination Superfund
Site (the "Site"). Previous investigations indicated that the Martin
Scrap Recycling ("MSR") facility, which operated as a battery salvage
and recycling facility from approximately 1966 to 1986, is one of the
major sources of contamination. The MSR facility dealt in the
recovery of scrap metal (mostly lead) which was recovered from scrap
vehicle batteries. The Registrant was named by the EPA as a PRP
because it disposed old batteries and cable at the MSR facility.
The Registrant, along with approximately 70 other companies, has
entered into a Consent Decree with the United States to clean up the
Site. The companies also have agreed to reimburse the EPA for
approximately $4 million in costs that have been incurred thus far at
the Site.
EPA has chosen a preferred remedy, which includes stabilization
of lead-contaminated soils and extraction and treatment of
contaminated groundwater. The remedy is estimated to cost
approximately $40 million, and should take at least 10 years to
complete. Recent data indicate that a modification to the remedy may
be necessary because groundwater contamination does not appear to be
as extensive as previously thought.
The companies that entered into the Consent Decree have formed a
group (the "PRP Group") to implement the remedy. The PRP Group has
filed civil actions for contribution against more than 100 other
parties that allegedly arranged to send lead-bearing materials to the
site. That litigation is at a very preliminary stage.
EPA has agreed to pay approximately 30% of the cleanup costs, up
to a maximum of $10 million, out of the federal "Superfund". Also,
the federal government has tentatively agreed to contribute another
$4.75 million, reflecting the amount of batteries it sent to the Site.
If these funds become available, and if EPA's estimate of cleanup
costs is correct, the remaining cleanup costs to be borne by the
companies that signed the Consent Decree would be $25.25 million.
The PRP Group has decided to allocate the remaining costs of the
cleanup among its members primarily in proportion to their respective
contributions of batteries to the Site. According to EPA's records,
the Registrant sent a total of 466,412 pounds of batteries to the
Site. Therefore, the Registrant's "nominal" share -- the portion it
would pay if every member pays its full amount -- is 0.405%. Based on
the estimated costs outlined above, the Registrant's nominal share
would be $94,972.50. A number of members are not financially strong
enough to pay their nominal shares, however. The PRP Group
anticipates that the amounts to be paid by those members that are
financially able to pay may exceed their nominal shares by two or
three times. The amount that the Registrant will ultimately be
required to pay to extinguishing its liability at the Site is
undeterminable.
During 1995, the Registrant paid $25,410 toward satisfaction of
the PRP Group's obligation to reimburse EPA for its past costs
incurred at the Site. This makes total payments to date $38,463.00.
The Concord Telephone Company ("CTC") has filed suit in the
United States District Court for the Middle District of North Carolina
against the manufacturers and sellers of certain copper naphthenate-
treated utility poles (the "Litigation"). In the Litigation, CTC is
seeking damages which it has suffered resulting from the premature
decay of poles it has placed in service in its system. In the
Litigation, CTC alleges various causes of action including breach of
contract, breach of warranty and negligent misrepresentation against
the defendants who either manufactured, sold or supplied product to
the manufacturers. By agreement of the parties, the case is being
delayed pending the resolution of related litigation regarding copper
naphthenate-treated poles in the United States District Court for the
Northern District of Alabama.
As a result of the premature failure of the copper naphthenate-
treated utility poles, CTC has incurred expenses related to
inspection, testing and replacement of defective poles of
approximately $568,000 to date. It is currently anticipated that CTC
will continue to incur costs in connection with monitoring, testing
and replacing defective copper naphthenate-treated poles significantly
in excess of the losses it has suffered to date in addition to
attorneys' fees and expenses associated with the litigation, which
costs are not expected to materially adversely effect the Registrant's
financial condition or results of operations. All of the defendants
in the litigation have denied responsibility for any of CTC's losses.
At this time, discovery in the litigation is ongoing and it is not
possible to assess with any degree of certainty CTC's likelihood of
recovery in the litigation.
Except as set forth for the above, the Registrant is not aware of
any pending or threatened material litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
Neither the Voting Common Stock nor the Class B Nonvoting Common
Stock (the "Class B Stock") of the Registrant is actively traded on
any exchange nor quoted in any over the counter markets. Controlling
interest is held by heirs of L. D. Coltrane, Sr., the founder of the
Company.
During 1995, options to acquire 593 shares of Class B Stock were
exercised under terms of the Registrant's Executive Stock Option Plan.
Shares exercised under this plan were: 125 @ $144.00, 291 @ $176.00,
125 @ $196.00 and 52 @ $208.00. Additional options were granted in
the amount of 3,000 shares during 1995 under the Registrant's
Comprehensive Stock Option Plan. There are currently outstanding
options in the amount of 4,380 shares from both plans.
During 1995, the Registrant made available to the employees of
CTC 2500 shares of its Class B Stock at $248.00 per share, the then
appraised value. The employees purchased 1,576 shares at this price.
Although there is no established market for the shares, a
Charlotte based brokerage firm is making a market as shares are
offered for sale. During 1995, a known range of selling prices was
$248.00 to $325.00 per share. The Registrant understands that on
February 29, 1996, an individual sold 220 shares at $340.00 per share.
The value of both classes of common stock is currently appraised at
$321.00 per share based on an appraisal of fair market value by an
independent investment banking firm.
During 1995, the Registrant placed in effect an Restricted Stock
Award Program pursuant to which the Registrant may grant restricted
shares of Class B Stock to certain key employees and subsidiary
employees who achieve certain goals. During 1995, 242 shares were
issued to certain individuals. Restriction on these shares are for a
period of ten years.
Dividends per share were declared quarterly and paid on both
Voting Common Stock and Class B Stock for the two previous years as
follows:
1995 1994
------ ------
March 15 $ 2.00 $ 1.96
June 15 2.00 1.96
September 15 2.05 2.00
December 15 2.05 2.00
------ ------
$ 8.10 $ 7.92
====== ======
Adjusted to reflect a 25% stock distribution
issued September 15, 1994 to holders of record
September 1, 1994.
The approximate number of shareholders are as follows:
TITLE OF CLASS OF STOCK NUMBER OF RECORD HOLDERS 12/31/95
Voting Common Stock 269
Class B Stock 1106
Dividends are subject to certain restrictions, as set forth in
Note 4 of the financial statements.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
Years Ended December 31
1995 1994 1993
---- ---- ----
Condensed Statements of Income:
Operating revenues $ 56,018,843 $ 50,427,419 $ 43,281,346
Operating expenses 38,802,557 39,057,822 31,811,372
----------------------------------------
Income before other
income 17,216,286 11,369,597 11,469,974
Other income 2,561,081 1,663,687 771,116
Operating taxes (6,760,624) (4,688,936) (4,282,180)
----------------------------------------
Net income 13,016,743 8,344,348 7,958,910
Dividends on
preferred stock 93,135 93,948 93,562
----------------------------------------
Earnings for common
stock $ 12,923,608 $ 8,250,400 $ 7,865,348
========================================
Common Stock Data: (1)
Shares of common stock
Year end 494,340 491,929 491,704
Weighted average 492,974 491,841 492,040
Per share of common stock
Earnings $ 26.22 $ 16.77 $ 15.98
Dividends $ 8.10 $ 7.92 $ 7.76
Book value - year end $150.87 $130.77 $121.12
Total Assets $107,765,477 $ 99,886,639 $ 91,938,360
Long-Term Debt (excluding
current maturities) $ 4,074,000 $ 4,714,000 $ 6,331,000
Redeemable Preferred Stock with
Sinking Fund
Requirements $ 175,000 $ 187,500 $ 200,000
(1) Per share data is based on the weighted average number of
shares outstanding (including both Voting Common Stock and
Class B Stock) during the respective periods after giving
retroactive effect to the 25% stock distribution granted
July 1, 1992 and September 1, 1994. Dividends declared per
common share have been restated to give retroactive effect
to the above mentioned stock distributions.
ITEM 6. SELECTED FINANCIAL DATA
Years Ended December 31
1992 1991
---- ----
Condensed Statements of Income:
Operating revenues $ 40,150,097 $ 32,964,876
Operating expenses 28,220,231 20,361,588
--------------------------
Income before other income 11,929,866 12,603,288
Other income 165,705 691,281
Operating taxes (4,355,470) (5,005,723)
--------------------------
Net income 7,740,101 8,288,846
Dividends on preferred stocK 95,335 95,935
--------------------------
Earnings for common stock $ 7,644,766 $ 8,192,911
==========================
Common Stock Data: (1)
Shares of common stock
Year end 491,644 491,618
Weighted average 491,560 491,749
Per share of common stock
Earnings $ 15.54 $ 16.65
Dividends $ 7.49 $ 7.10
Book value - year end $112.82 $104.77
Total Assets $ 87,171,323 $ 83,497,977
Long-Term Debt (excluding
current maturities) $ 6,469,000 $ 7,647,000
Redeemable Preferred Stock with
Sinking Fund Requirements $ 212,500 $ 225,000
(1) Per share data is based on the weighted average number of
shares outstanding (including both Voting Common Stock and
Class B Stock) during the respective periods after giving
retroactive effect to the 25% stock distribution granted
July 1, 1992 and September 1, 1994. Dividends declared per
common share have been restated to give retroactive effect
to the above mentioned stock distributions.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
The liquidity of the Registrant decreased during 1995. Current
assets exceeded current liabilities by $6,228,335 at December 31,
1995. At December 31, 1994 current assets exceeded current
liabilities by $8,415,023. This change is primarily due to a decrease
in cash and cash equivalents of $3,595,031 and a decrease in short
term investments of $1,761,866 and an increase in accounts receivables
of $1,833,729, which were used to fund the acquisition of a PCS
license, the start up of CPC and related capital requirements, as
discussed in Item 1, above.
The Registrant at December 31, 1995, carried $4,074,000 as long
term debt. First Mortgage Bonds comprise $1,440,000 of this amount.
These 6.25% bonds mature serially until March 1, 1997. The balance of
long term debt is financed with a North Carolina bank at 7.25% with
equal quarterly installments of principal and interest until 2001.
Annual maturities are $640,000 for 1996, which is reflected as current
maturities and not included in long term debt, $2,060,000 for 1997,
$620,000 for each of 1998 and 1999.
The Registrant holds certain investments in state and county
municipal bonds. At December 31, 1995, the Company held $8,981,192 in
these investments, of which $6,272,377 is classified as long term
since the maturity dates are longer than 1 year. See Note 2 of the
financial statements.
The Registrant's primary source of cash over the past three years
has been funds provided by operations. For the years ended December
31, 1995, 1994 and 1993, net cash provided by operations totalled
approximately $20.3 million, $24.1 million and $16.3 million,
respectively. The primary use of cash during the past three fiscal
years has been for the purchase of investments, capital projects and
dividends, which are discussed above. Also on December 31, 1995, the
Registrant had unused lines of credit in the amount of $13.5 million
as disclosed in footnote 4 to the financial statements. Also
disclosed in footnote 4 are the maturities of long-term debt which
total $640,000 for 1996 and $2,060,000 in 1997.
Investment securities in the amount of $10,316,461 were sold
during 1995. Most of this was applied toward purchases of investments
in affiliates and capital expenditures in telephone plant.
No new debt was incurred during 1995 and the $4,029,000 of new
debt issued during 1994 was used to retire first mortgage bonds which
carried higher interest rates than the prevailing market rates.
On March 14, 1994, the Registrant entered into a consent decree
known as the MSR Site Remediation Agreement with the U.S. EPA and
other PRP's, all as described in Item 3, above. A Trust has been
established and amounts will be paid periodically to this fund for
disbursement as the need for monies arises. The Registrant expects
this amount will not have a significant adverse impact on consolidated
financial statements.
On December 31, 1995 construction in progress totaled $14,483.
Funds for these additions and other capital expenditures during 1995
were generated internally by operations. It is anticipated that the
Registrant will spend approximately $17.6 million for construction
expenditures during 1996, as compared to $16.1 million for 1995. Most
of this amount, $7.5 million, is projected to be expended in the
outside plant area of operations in the form of additional cable
facilities. Approximately $6.4 million is to be expended in the
switching and central office area of operations in the form of new
switching equipment. The source of funds for capital expenditures
will be from internal operations.
As a limited partner of BellSouth Carolinas PCS Limited Liability
Partnership, the Registrant is obligated to make certain payments to
the Partnership for its pro rata share of the PCS license fee and to
make certain capital expenditures for the purpose of constructing and
operating the PCS in the Registrant's designated four-county area.
The Registrant estimates that its total obligations in this regard
will be approximately $9.1 million over the four-year period ending in
1998. During 1995, the Registrant expended approximately $4.9
million. The Registrant's 1996 obligations are approximately $3.3
million. The Registrant expects to make these payments out of cash
generated from operations and investment securities.
As mentioned above, the Registrant has available two unsecured
lines of credit totaling $13,500,000. One of these is in the amount
of $10,000,000 from Rural Telephone Finance Corporation (RFTC) and the
other is from First Charter National Bank. None of these amounts were
used during 1995 and none was outstanding at December 31, 1995.
Management believes that the Registrant's current reserves and
sources of funds are sufficient to meet anticipated working capital
and other liquidity needs.
ACCOUNTING CONSIDERATIONS
Deferred income taxes arise principally from the use, for income
tax purposes only, of accelerated methods to compute depreciation on
certain telephone plant and from the use of the asset depreciation
range system of accounting for depreciable assets. In February 1992,
the Financial Accounting Standards Board ("FASB") issued Statement of
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes." SFAS 109 requires a change from the deferred method of
accounting for income taxes to an asset and liability method. Under
the asset and liability method of SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of assets and liabilities and their respective tax bases.
Effective January 1, 1993, the Registrant adopted SFAS 109.
Pursuant to Statement of Financial Standards No. 71 ("SFAS 71"),
"Accounting for the Effects of Certain Types of Regulation," a
regulatory liability in the amount of approximately $3,500,000 and a
corresponding reduction in net deferred income taxes payable were
recorded relative to the excess deferred income taxes and the
regulatory impact thereof. The regulatory liability and the related
tax impact (approximately $1,300,000) will be amortized as a reduction
of federal income tax expense over the estimated remaining lives of
the assets which generated the deferred taxes.
The Registrant's regulated telephone operations are subject to
the provisions of SFAS 71. Under SFAS 71 CTC is required to account
for the economic effects of the rate-making process, including the
recognition of depreciation and amortization of plant and equipment
over lives approved by the regulators. The ongoing applicability of
SFAS 71 to CTC's regulated telephone operations are being constantly
monitored due to the changing regulatory environment and to increasing
competition. Should the regulated operations of CTC no longer qualify
for the application of SFAS 71 at some future date, the required
accounting impact could result in a material, non-cash charge against
earnings.
In May 1993, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investment in Debt and Equity Securities."
SFAS No. 115 addresses the accounting and reporting for investments in
equity securities that have readily determined fair values and all
investments in debt securities. On January 1, 1994, the Registrant
adopted SFAS No. 115 and classified all equity securities as
securities available for sale (meaning that the Registrant intends to
hold these securities for an indefinite period of time but may sell
them) and classified all of its debt securities as held to maturity
(meaning that the Registrant has the ability to hold them until
maturity and intends to do so). On December 31, 1995, the Registrant
reclassified all of its held-to-maturity securities to available-for-
sale securities based on additional information provided in the FASB
Special Report, "Guide to Implementation of Statement 115 on
Accounting for Certain Investments in Debt and Equity Securities". In
connection with this reclassification, the Registrant recorded a fair
value adjustment of $109,721, which is disclosed net of the tax effect
of $43,932 in the Registrant's Consolidated Statement of Stockholders'
equity.
Investment tax credits related to telephone plant have been
deferred and amortized as a reduction of Federal income tax expense
over the estimated useful lives of the assets giving rise to the
credits. In accordance with SFAS 109, unamortized deferred investment
tax credits are treated as temporary differences.
During 1990, the Financial Accounting Standards Board issued SFAS
No. 106, EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN
PENSIONS. The SFAS 106 requires the accrual, during the years that an
employee renders the necessary service, of the expected cost of
providing those benefits to the employee and the employee's
beneficiaries and covered dependents. The Registrant adopted the SFAS
106 in 1991. This recognized an additional expense for 1995 in the
amount of $1,874,305. During 1994 the expense recognized was
$1,895,068 and in 1993 the amount was $2,029,751. A fifteen year
period was selected to amortize the Transition Obligation. This
period is equal to the average remaining service period of active
employees. The Registrant uses the cash basis to fund the cost of
future medical benefits.
Since adoption, the Registrant has been recovering the full
accrual (SFAS 106) amount of OPEB costs in its rates with the various
jurisdictions. A transition obligation is being amortized and is
accepted for the regulatory rates.
In March 1995, the FASB issued SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
Of." SFAS No. 121 is effective for fiscal years beginning after
December 15, 1995, and requires long-lived assets to be evaluated for
impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. The
Registrant will adopt SFAS No. 121 in fiscal 1996 and does not expect
its provisions to have a material effect on the Registrant's
consolidated results of operations in the year of adoption.
In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation." SFAS No. 123 will be effective for fiscal
years beginning after December 15, 1995, and will require that the
Registrant either recognize in its consolidated financial statements
costs related to its employee stock-based compensation plans, such as
stock option and stock purchase plans, or to make pro forma
disclosures of such costs in a footnote to the consolidated financial
statements.
The Registrant expects to continue to use the intrinsic value
based method of Accounting Principles Board Opinion No. 25, as allowed
under SFAS No. 123, to account for all of its employee stock-based
compensation plans. Therefore, in its consolidated financial
statements for fiscal 1996, the Registrant will make the required pro
forma disclosures in a footnote to the consolidated financial
statements. SFAS No. 123 is not expected to have a material effect on
the Registrant's consolidated results of operations or financial
position.
RESULTS OF OPERATIONS
1995 COMPARED TO 1994.
Operating revenue increased by 11.1% for the year ending December
31, 1995, compared to 1994. This increase is primarily due to
revenues from CTLD operations and CT Cellular operations.
Access and toll service, net of toll settlement, increased 4.1%
during 1995, compared to 1994, primarily due to an increase in toll
volume. The increase was offset substantially by the reduction in
toll revenues because the Registrant notified the National Exchange
Carrier Association (NECA) that it would begin filing most of its own
interstate tariffs effective July 1, 1994. This had the effect of
substantially reducing charges to long distance companies for
interstate calls by reducing the subsidy paid to other higher cost
telephone companies, thereby making Concord a more attractive place
for interconnection. It also filed a request with the State Utilities
Commission to expand the metro calling plans to pass along to
customers some of the savings from the termination of the old plan in
which charges for toll calls within the local area were pooled among
all telephone companies. The Registrant believes that these actions
resulted in a stronger competitive position with the present customer
base. This plan was made effective May 1994 and resulted in a
transfer of revenues of $3,290,000 to local from toll.
Local and toll service and access charges are recognized when
earned regardless of the period in which they are billed. During
1994, the Registrant ceased participation in certain revenue pools
with other telephone companies for certain interstate toll revenues
and intrastate toll revenues and began to bill and keep earned
revenues. Revenue earned through the various pooling processes is
initially recorded based on estimates. Adjustments were recorded
based on prior years estimates which increased revenues by $1,351,000
and decreased $283,000 in 1995 and 1994, respectively. All toll and
access revenues are finalized through 1994.
Other and unregulated revenues increased 31.6% during 1995,
compared to 1994. This increase is primarily due to earnings from
investments available for sale and non-regulated revenues. Non-
regulated revenues have increased 17.4% during this year. Non-
regulated revenues are more subject to change since demand for their
services are subject to competition. However, the Registrant is
placing increased emphasis on this area of operations. It is not
expected that competition will acquire a significant amount of the
non-regulated business.
Operating expenses, exclusive of depreciation, increased 8.9%
during 1995 compared to 1994. The majority of this increase, 46.4% or
$1,021,641, is in the corporate operations area of operating expenses
and reflects the expenditures to accrue for the expected premature
replacement of poles determined to be decaying at a faster than normal
rate. Corporate operations increased 16.4% or $957,138 during 1995.
Most of this increase was a result of additional expenditures in the
customer service area.
Total other income increased $897,394 or 53.9% during 1995. Most
of this increase, $907,731, is the result of accounting for the income
in affiliates by use of the equity method. The impact of inflation
and changing prices is not readily apparent due to the nature of a
regulated utility's pricing. During 1995 inflationary pressures
remained very consistent when compared to the two previous years.
1994 COMPARED TO 1993
Operating revenues increased by 16.5% in 1994, compared to 1993,
due primarily to long distance and cellular operations.
Access and toll service, net of toll settlement, increased 16.9%
in 1994, compared to 1993, primarily due to an increase in toll
volume. Further increases in access and toll revenue will be
substantially lower due to the Registrant's filing of its own
interstate tariffs, effective July 1, 1994, as discussed above.
Other and unregulated revenues increased 11.3% in 1994, compared
to 1993, due to earnings from investments available for sale and non-
regulated revenues.
Operating expenses, exclusive of depreciation, increased 8.7% in
1994, compared to 1993 due primarily to expenditures to upgrade
outside plant. Depreciation and amortization expense increased 57.5%
due to the "special amortization" expense of $7,010,000 as authorized
by the North Carolina Utilities Commission.
Total other income increased 116% in 1994, compared to 1993, due
to an increase in the equity in income of affiliates and interests,
dividend income and gain on sale of investments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
A document, which includes independent auditors' (KPMG Peat
Marwick LLP) report dated March 1, 1996 entitled:
ITEM 8
(CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY
SCHEDULE AND AUDITORS' OPINION
ANNEXED TO ANNUAL REPORT FORM 10-K)
FOR THE THREE YEARS
ENDED DECEMBER 31, 1995
OF
CT COMMUNICATIONS, INC.
is attached hereto and is filed as a part of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
L. D. Coltrane, III - Age 77 - Chairman of the Board. Mr.
Coltrane served as President of First Charter National Bank for more
than five years. He has served as a Director since 1965. In 1973, he
was elected Assistant Secretary and Assistant Treasurer and in 1974,
Assistant to the President. At the February 27, 1986 Board of
Directors meeting, Mr. L. D. Coltrane III was elected to President of
the Registrant to succeed his father, L. D. Coltrane, Jr., who died on
December 16, 1985. He is the father of Michael R. Coltrane.
Michael R. Coltrane - Age 49 - President, Chief Executive
Officer, Director. Mr. Coltrane is the son of Mr. L. D. Coltrane III.
Prior to joining the Company on February 1, 1988, Mr. Coltrane had
served as Executive Vice President of First Charter National Bank for
more than six years and Vice President of a large regional bank for
more than ten years. Mr. Coltrane is a director of U.S. Telecom East
and Affiliates, Hilton Head Island, South Carolina, U.S. Intelco
Holdings, Inc., Olympia, Washington, Access/On Multimedia, Concord,
North Carolina, and First Charter Corporation, Concord, North
Carolina. Elected director of the Registrant April 28, 1988.
Jerry H. McClellan - Age 64 - Executive Vice President and
General Plant Manager since 1985. Elected director of the Registrant
April 26, 1984. Served with the Registrant since 1949. Mr. McClellan
retired from active employment February 1, 1996.
Phil W. Widenhouse - Age 70 - Director. Retired as Executive
Vice President of the Registrant on July 1, 1992, he continues to
serve as director. Served with the Registrant since 1949, Director
since 1952. Mr. Widenhouse was elected Executive Vice President in
1971 and served as Treasurer from 1973 to 1990. He is Chairman of the
Audit Review Committee and a member of the Board Committee on
Compensation. Mr. Widenhouse is a director of Cabarrus Savings Bank,
Concord, N.C.
Mr. John R. Boger, Jr. - Age 66 - Elected director April 27,
1978. General Counsel for the Registrant, Mr. Boger is a practicing
attorney with the firm of Williams, Boger, Grady, Davis and Tuttle and
has been so employed for more than five years. He is Chairman of the
Board Committee on Compensation and a member of the Audit Review
Committee. Mr. Boger is a director of Carolina First Banc Shares,
Concord, N.C.
Mrs. Betty Gay Bivens - Age 79 - was elected a director by action
of the Board of Directors on January 23, 1986. Mrs. Bivens is the
daughter of Mr. L. D. Coltrane, Jr. and the sister of L. D. Coltrane
III. Aunt of Michael R. Coltrane, Mrs. Bivens is a private investor.
She is a member of the Board Committee on Compensation and the Audit
Review Committee.
Mr. Ben F. Mynatt - Age 63 - was elected a director by action of the
Board of Directors on August 23, 1994. Mr. Mynatt is a member of the
Board Committee on Compensation. He is owner of Ben Mynatt Chevrolet
Inc. in Concord, N.C. Mr. Mynatt serves as a trustee of Rowan-
Cabarrus Community College, Salisbury N.C. and Wingate University,
Wingate, N.C.
Mr. Thomas A. Norman - Age 55 - Senior Vice President. Mr.
Norman was employed by the Registrant on September 2, 1995. He was
formerly employed by Sprint/Centel of Illinois, Des Plains, Illinois.
He was Vice President/General Manager at Sprint/Centel prior to
joining the Registrant, having served in various capacities during his
30 year telephone career. He was elected to Senior Vice President of
Operations and Engineering and Assistant Corporate Secretary by action
of the Board of Directors on December 14, 1995.
Mr. Nicholas L. Kottyan - Age 41 - Senior Vice President. Mr.
Kottyan was employed by the Registrant in December 1994 to serve as
President-Chief Operating Officer of Carolinas PCS Inc. He was
formerly President of Teledial America of North Carolina, Inc. since
1991; and President of Phone America of Carolina Inc., 1987-1991. Mr.
Kottyan was named Vice President of Marketing and Customer Operations
on May 15, 1995. He was elected to Senior Vice President of Marketing
and Customer Operations and Assistant Corporate Secretary by action of
the Board of Directors on December 14, 1995.
Mr. Barry R. Rubens - Age 36, Senior Vice President. Mr. Rubens
was employed by the Registrant in October 1992 as Regulatory Affairs
Manager. He formerly was a management consultant with the accounting
firm of Ernst & Young, Washington, D.C. Mr. Rubens served for eleven
years in that capacity. He was elected to Senior Vice President of
Finance and Assistant Corporate Secretary by action of the Board of
Directors December 14, 1995, and was subsequently made Corporate
Secretary in February 1996.
The present directors of the Registrant were elected at the
annual stockholders' meeting held on April 27, 1995 and will serve
until the next election scheduled for April 25, 1996. Mr. Mynatt was
elected on August 23, 1994 to serve on the Board of Directors.
No bankruptcy, insolvency or criminal proceeding involving any
Director of the Registrant, material to an evaluation of his or her
ability and integrity, has occurred.
Outside directors were paid $300.00 per meeting attended plus
travel expenses and a $2,000.00 annual retainer during 1995. Inside
directors received no amount other than their usual salaries.
The 1996 Director Compensation Plan, if adopted by the holders of
Class A Common Stock, will reserve 2,500 shares of Class B Common
Stock for issuance thereunder. Beginning in 1997, the retainer and
any accumulated meeting fees would be paid in stock following the
election of directors. Dollar values for the retainer and any
accumulated meeting fees would be added together, and this amount will
be converted to a number of shares based on fair market value at the
time of meetings. Outside directors will receive $5,000.00 as an
annual retainer and $500.00 per meeting. The Chair will receive
$5,500.00 as an annual retainer and $550.00 per meeting. Committee
chairmen will receive $300.00 per meeting and committee members
$250.00. Meeting by telephone conference call board members will
receive $100.00 and committee members $50.00. Fractional shares will
be rounded up to whole shares when issued.
Pursuant to Section 16 of the Exchange Act, directors and
executive officers of the Registrant are required to file reports with
the Securities and Exchange Commission indicating their holdings of
and transactions in the Common Stock. The Registrant is aware of one
late filing of Form 4, promulgated under Section 16, by each of
Messrs. Kottyan, Rubens and Norman with regard to beneficial ownership
of shares as a result of a grant of stock options to each of these
officers during the fourth quarter of 1995. To the Registrant's
knowledge, based solely on its review of the copies of such reports
furnished to the Registrant and written representations that no other
reports were required, the directors and executive officers of the
Registrant complied with all other filing requirements.
ITEM 11. EXECUTIVE COMPENSATION.
The direct remuneration paid by the Registrant during the three
fiscal years ended December 31, 1995, to the Chief Executive Officer
and each highest paid executive officer whose cash compensation
exceeded $100,000 for services in all capacities (together with
information as to retirement benefits proposed to be paid under the
Registrant's Retirement Plan), are set forth as follows:
<PAGE>
SUMMARY COMPENSATION TABLE
Long-Term
COMPENSATION
AWARDS
Securities All
Name and Principal ANNUAL COMPENSATION Underlying Other
POSITION YEAR SALARY(1) BONUS(2) OPTIONS(#) COMPENSA-
TION(3)
Michael R. Coltrane 1995 $184,317 $25,000 1000 $ 5,399
President and Chief 1994 $151,777 $15,000 125 $ 5,002
Executive Officer 1993 $119,547 $19,750 125 $ 3,080
Jerry H. McClellan 1995 $156,632 $15,000 200 $ 4,399
Executive Vice 1994 $141,458 $10,000 125 $ 4,576
President, General 1993 $123,944 $19,667 125 $ 2,904
Plant Manager
and Secretary(4)
Nicholas L. Kottyan 1995 $127,402 $ 00 500 $ 00
Senior Vice 1994 $ N/A $ N/A 200 $ N/A
President(5) 1993 $ N/A $ N/A 00 $ N/A
Barry R. Rubens 1995 $130,350 $ 00 500 $ 3,911
Senior Vice 1994 $ 90,086 $ 00 200 $ 3,212
President 1993 $ 87,886 $ 00 0 $ N/A
Footnotes to Compensation Table:
1) Amounts shown include cash and non cash compensation received
by the executive officer.
2) An annual bonus has been a long standing tradition of the
Registrant. However, approval to pay this bonus is required from the
Board of Directors each year. Upon reaching certain economic goals,
the Board may award additional amounts at its discretion.
3) Amounts represent Registrant's matching contributions to the
Employee's Savings Plan (401k).
4) Mr. McClellan retired as an officer and employee of the
Registrant effective February 1, 1996.
5) Mr. Kottyan was employed by the Registrant December 31, 1994.
<PAGE>
COMPREHENSIVE STOCK OPTION PLAN
Pursuant to the Registrant's Comprehensive Stock Option Plan (the
"Plan"), the Registrant may grant options to acquire its Class B Stock
to certain key employees of the Registrant and its subsidiaries. The
Plan was adopted April 27, 1995 and during 1995 incentive stock
options to acquire 3,000 shares of the Class B Stock were granted to
certain individuals. The following table sets forth information
regarding the number of unexercised options held by the named
executive officers at December 31, 1995.
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
-----------------------------------------
| | Percent of | |
| Number of | Total | |
| Securities | Options/ | |
| Underlying | SARS | |
| Options/ | Granted to | |
| SARS | Employees | Exercise of |
| Granted | in Fiscal | Base Price |
| (*) | Year | ($/Sh) |
(a) | (b) | (c) | (d) |
- ----------------------------------------------------------------|
Michael R. Coltrane | 1000 | 33.3 | $321.00 |
Chief Executive Officer| | | |
- ----------------------------------------------------------------|
| | | |
Jerry H. McClellan | 200 | 6.7 | $321.00 |
Executive Vice President| | | |
- ----------------------------------------------------------------|
| | | |
Nicholas L. Kottyan | 500 | 16.7 | $321.00 |
Senior Vice President | | | |
- ----------------------------------------------------------------|
| | | |
Barry R. Rubens | 500 | 16.7 | $321.00 |
Senior Vice President | | | |
- ----------------------------------------------------------------|
| | | |
Thomas A. Norman | 200 | 6.7 | $270.00 |
Senior Vice President | 500 | 16.7 | $321.00 |
- ----------------------------------------------------------------|
* All options granted during 1995 were under the Comprehensive
Stock Option Plan.
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
----------------------------------------
| | |
| | Potential Realizable |
| | Value of Assumed |
| | Annual Rates of Stock |
| | Price Appreciation |
| | For Option Term |
| Expiration |-------------------------|
| Date | 5% ($) | 10% ($) |
(a) | (e) | (f) | (g) |
- ----------------------------------------------------------------|
| | | |
Michael R. Coltrane | 12/14/05 | $201,875 | $511,591 |
Chief Executive Officer | | | |
- ----------------------------------------------------------------|
| | | |
Jerry H. McClellan | 12/14/05 | $ 40,375 | $102,318 |
Executive Vice President| | | |
- ----------------------------------------------------------------|
| | | |
Nicholas L. Kottyan | 12/14/05 | $100,938 | $255,796 |
Senior Vice President | | | |
- ----------------------------------------------------------------|
| | | |
Barry R. Rubens | 12/14/05 | $100,938 | $255,796 |
Senior Vice President | | | |
- ----------------------------------------------------------------|
| | | |
Thomas A. Norman | 09/05/05 | $ 33,960 | $ 86,062 |
Senior Vice President | 12/14/05 | $100,938 | $255,796 |
- ----------------------------------------------------------------
* All options granted during 1995 were under the Comprehensive
Stock Option Plan.
<PAGE>
AGGREGATED OPTION EXERCISES IN
FISCAL 1995 AND YEAR-END OPTION VALUES
--------------------------------------------------------
| | | Number of |
| | | Unexercised |
| | | Options at |
| Shares | | Year-End 1995 (2) |
| Acquired | Value |-----------------------------|
Name |on Exercise| Realized(1)| Exercisable | Unexercisable |
- ----------------------------------------------------------------|
| | | | |
Michael | | | | |
R. | | | | |
Coltrane | 160 | $27,840 | 371 | 1000 |
- ----------------------------------------------------------------|
| | | | |
Jerry H. | | | | |
McClellan| 100 | $14,900 | 206 | 200 |
- ----------------------------------------------------------------|
| | | | |
Nicholas | | | | |
L. | | | | |
Kottyan | 0 | $ 00 | 200 | 500 |
- ----------------------------------------------------------------|
| | | | |
Barry R. | | | | |
Rubens | 0 | $ 00 | 200 | 500 |
- ----------------------------------------------------------------|
| | | | |
Thomas A.| | | | |
Norman | 0 | $ 00 | 200 | 500 |
- ----------------------------------------------------------------
(1) Based on market value at time of exercise.
(2) All exercisable options were granted under the Executive
Stock Option Plan and all unexercisable options were granted
under the Comprehensive Stock Option Plan.
(3) Based on the last known selling price of $325.00 at
December 31, 1995.<PAGE>
AGGREGATED OPTION EXERCISES IN
FISCAL 1995 AND YEAR-END OPTION VALUES
------------------------------
| Value of |
| Unexercised |
| In-the-Money |
| Options at |
| Year-End 1995 (3) |
|----------------------------|
Name | Exercisable | Unexercisable|
|----------------------------|
Michael R. | | |
Coltrane | $42,779 | $4,000 |
- ------------------------------------------|
| | |
Jerry H. | | |
McClellan| $33,094 | $ 800 |
- ------------------------------------------|
| | |
Nicholas L. | | |
Kottyan | $16,200 | $2,000 |
- ------------------------------------------|
| | |
Barry R. | | |
Rubens | $18,325 | $2,000 |
- ------------------------------------------|
| | |
Thomas A. | | |
Norman | $11,000 | $2,000 |
- ------------------------------------------
(1) Based on market value at time of exercise.
(2) All exercisable options were granted under the Executive
Stock Option Plan and all unexercisable options were granted
under the Comprehensive Stock Option Plan.
(3) Based on the last known selling price of $325.00 at
December 31, 1995.<PAGE>
EXECUTIVE STOCK OPTION PLAN
Recognizing the necessity to attract and retain top-level
executive personnel, the Board adopted a resolution on January 26,
1989, to establish a non-qualified 1989 Executive Stock Option Plan
(the "Executive Plan"). This Resolution was approved by the
stockholders at the Annual Meeting of April 27, 1989. Two thousand
shares of Class B Stock were reserved for issuance under the Executive
Plan and options for all shares have been granted. No options were
granted in 1995 under this plan.
EMPLOYEE STOCK PURCHASE PLAN
The Board approved a Resolution on April 27, 1995 to establish
the Employee Stock Purchase Plan (the "ESPP"). This Plan provides for
the sale of up to 2,500 shares of the Registrant's Class B Stock to
employees of the Registrant and its subsidiaries.
Subsequent to approval, the Registrant offered to sell to all
employees these shares for $248.00 per share, the market price for the
shares at that time. The employees purchased 1,576 shares of this
offering during 1995 before the offering expired on July 31, 1995.
RESTRICTED STOCK AWARD PROGRAM
The Board also approved on April 27, 1995 a Restricted Stock
Award Program (the "RSAP"). The purpose of the RSAP is to provide
deferred compensation and additional equity participation to each RSAP
participant based on the award of Class B Stock. The RSAP is also
intended to benefit the Registrant or its subsidiaries by creating an
additional employment incentive for the RSAP participants. The
aggregate amount of Class B Stock that may be awarded to participants
under the RSAP is 5,000 shares. Any grant of shares may be made from
authorized but unissued shares of Class B Stock or issued shares of
Class B Stock obtained on the open market. During 1995, 242 shares
were issued to RSAP participants from previously unissued shares
through the RSAP.
Class B Stock issued under the RSAP will carry certain
restrictions for a length of time to be determined at the date of
award. Prior to the end of a Restricted Period, a Participant may not
sell, transfer, assign, pledge, hypothecate or otherwise dispose of,
grant a security interest in or encumber any of such shares of
Restricted Stock except as provided in the RSAP for death or
disability and termination of employment other than for retirement.
All shares currently issued under the RSAP carry a restricted period
of ten years.
Upon a RSAP participant's retirement with the consent of the
Registrant or one of its subsidiaries during the Restricted Period,
all restrictions on the Class B Stock granted hereunder shall lapse
and the participant will own the Class B Stock without restrictions.
EMPLOYEE SAVINGS PLAN
The Registrant has an Employee Savings Plan 401(k) in which a
participant may voluntarily elect to have a portion of his salary
deferred. He may save from 2% to 10% of his salary, subject to
statutory limitations. The Registrant makes a matching contribution
of 25% up to 4% of salary deferred. The Registrant also may make
supplemental contributions each year to be allocated to participant
accounts. The Registrant's matching contribution totaled $322,867,
$308,515 and $192,962 in 1995, 1994 and 1993, respectively.
THE RETIREMENT PLAN
The Registrant has in effect a non-contributory pension plan
which applies to all employees including officers who have completed
one year of service and attained age 21.
The amount of annual benefit to be paid in monthly installments
for life, based on service to normal retirement date and straight life
annuity, is the sum of:
1) 1.1 percent of average compensation multiplied by creditable
service not in excess of 40 years; plus
2) .65 percent of average compensation in excess of covered
compensation multiplied by creditable service not in excess of 35
years.
Covered compensation is determined from Internal Revenue Service
tables published annually.
Payments are not offset by Social Security.
Contributions for officers to the Registrant's pension plan fund
are not included since they cannot be readily calculated by the
regular actuary for the plan.
<PAGE>
TABLE OF ESTIMATED ANNUAL BENEFITS PAYABLE UPON RETIREMENT*
5 year Average Estimated Annual Benefits Payable
Annual pay upon Retirement for years of Creditable Service
20 30 40
---- ---- ----
$ 50,000 14,146. 21,219. 27,506.
75,000 22,896. 34,344. 44,193.
100,000 31,646. 47,469. 60,880.
125,000 40,396. 60,594. 77,568.
150,000 49,146. 73,719. 94,256.
*Assuming a normal retirement date of 12/31/95.
As of December 31, 1995, the credited years of service, for each
named executive officer, under the retirement plan were approximately
as follows:
Mr. Coltrane 7 years, Mr. McClellan 39 years, Mr. Kottyan 1 year and
Mr. Rubens 3 years.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table presents information regarding the beneficial
ownership by all directors and executive officers of the Registrant of
the Registrant's various classes or series of equity securities as of
December 31, 1995. In addition, the table presents information
regarding each shareholder known to the Registrant to beneficially
own more than 5% of the Registrant's Voting Common Stock, which is the
only class of securities of the Registrant with general voting rights.
Except as provided below, the Registrant understands the persons named
below have sole voting and investment control over all of the shares
included in the table.
a) Voting Common
Title Amount Percent of
of (Shares) Class
Name and Address Class Owned Outstanding
- ---------------- ----- -------- -----------
L. D. Coltrane III Class A 11,423 (2) 15.1%
P.O. Box 227
Concord, NC 28026-0227
Michael R. Coltrane Class A 9,918 (3) 13.1%
P.O. Box 227
Concord, NC 28026-0227
Betty Gay Bivens Class A 9,658 12.8%
400 Avinger Lane
Davidson, NC 28036
Ramark & Co. Class A 6,911 9.1%
(Nominee Name of First
Charter National Bank
Trust Department)
P.O. Box 228
Concord, NC 28026-0228
Mrs. Mariam C. Schramm Class A 5,175 6.8%
(Mrs. T. M. Schramm)
400 Avinger Lane
Davidson, NC 28036
World Div. Bd. of Global Class A 5,032 6.6%
Min. U. M. Church
475 Riverside Drive
15th Floor
New York, NY 10027
Phil W. Widenhouse Class A 778 (4) 1.0%
P.O. Box 227
Concord, NC 28026-0227
Jerry H. McClellan Class A 95 (5) *
P.O. Box 227
Concord, NC 28026-0227
Kenneth R. Argo Class A 13 *
P.O. Box 227
Concord, NC 28026-0227
<PAGE>
Title Amount Percent of
of (Shares) Class
Name and Address Class Owned Outstanding
- ---------------- ----- -------- -----------
John R. Boger Class A 10 *
147 Union St. S.
Concord, NC 28025
Ben F. Mynatt Class A 6 *
1980 Hwy. 73 E.
Concord, NC 28025
Barry R. Rubens Class A 6 *
P.O. Box 227
Concord, NC 28026-0227
Nickolas L. Kottyan Class A 5 *
P.O. Box 227
Concord, NC 28026-0227
Thomas A. Norman Class A 5 *
P.O. Box 227
Concord, NC 28026-0227
Roy W. Long Class A 2 *
P.O. Box 227
Concord, NC 28026-0227
b) Non-Voting Class B
Mrs. Mariam C. Schramm Class B 24,363 5.8%
(Mrs. T. M. Schramm)
400 Avinger Lane
Davidson, NC 28036
Michael R. Coltrane Class B 7,552 (6) 1.8%
P.O. Box 227
Concord, NC 28026-0227
Phil W. Widenhouse Class B 5,460 (7) 1.3%
P.O. Box 227
Concord, NC 28026-0227
Betty Gay Bivens Class B 2,600 *
400 Avinger Lane
Davidson, NC 28036
Jerry H. McClellan Class B 955 (8) *
P.O. Box 227
Concord, NC 28026-0227
<PAGE>
Title Amount Percent of
of (Shares) Class
Name and Address Class Owned Outstanding
- ---------------- ----- -------- -----------
Kenneth R. Argo Class B 805 (9) *
P.O. Box 227
Concord, NC 28026-0227
Ben F. Mynatt Class B 430 *
1980 Hwy. 73 E.
Concord, NC 28025
L. D. Coltrane III Class B 410 (10) *
P.O. Box 227
Concord, NC 28026-0227
Roy W. Long Class B 181 (11) *
P.O. Box 227
Concord, NC 28026-0227
Barry R. Rubens Class B 329 (12) *
P.O. Box 227
Concord, NC 28026-0227
Nicholas L. Kottyan Class B 320 (13) *
P.O. Box 227
Concord, NC 28026-0227
Thomas A. Norman Class B 123 *
P.O. Box 227
Concord, NC 28026-0227
John R. Boger Class B 73 *
147 Union St. S.
Concord, NC 28025
c) 5% Preferred
Phil W. Widenhouse 5% Pref. 57 *
P.O. Box 227
Concord, NC 28026-0227
Michael R. Coltrane 5% Pref. 24 *
P.O. Box 227
Concord, NC 28026-0227
d) 4 1/2% Preferred
Michael R. Coltrane 4 1/2% Pref. 15 *
P.O. Box 227
Concord, NC 28026-0227
Title Amount Percent of
of (Shares) Class
Name and Address Class Owned Outstanding
- ---------------- ----- -------- -----------
e) All directors, Class A 37,094 49.0%
nominees and executive Class B 44,869 10.7%
officers of the 5% Pref. 81 *
Corporation as a group 4 1/2% Pref. 15 *
(13 persons) (14)
* Less than 1%.
(1) Unless otherwise noted, all shares of Class A Common
Stock and Class B Common Stock set forth in the table
are directly owned, with sole voting and investment
power, by such shareholder.
(2) Includes 1,423 shares owned by spouse.
(3) Includes 5,831 shares held by trusts for which
Mr. Coltrane is a co-trustee with Phyllis C. Ausband,
his sister, with whom he shares voting and investment
power, and 192 shares owned by spouse.
(4) Includes 42 shares owned by spouse.
(5) Includes 45 shares owned by spouse.
(6) Includes 6,249 shares held by trusts for which
Mr. Coltrane is a co-trustee with Phyllis C. Ausband,
his sister, with whom he shares voting and investment
power, 50 shares owned by spouse, and 371 shares
represented by currently exercisable options.
(7) Includes 2,806 shares owned by spouse.
(8) Includes 299 shares owned by spouse and 306 shares
represented by currently exercisable options.
(9) Includes 10 shares represented by currently
exercisable options.
(10) Includes 3 shares owned by spouse and 125 shares
represented by currently exercisable options.
(11) Includes 18 shares held jointly with spouse with
respect to which Mr. Long has shared voting and
investment power, 18 shares owned by a child with
respect to which Mr. Long is custodian, and 31 shares
represented by currently exercisable options.
(12) Includes 225 shares represented by currently
exercisable options.
(13) Includes 200 shares represented by currently
exercisable options.
(14) Includes an aggregate of 1,268 shares represented by
currently exercisable options.
Does not include 6,911 shares of Voting Common Stock, 6,332
shares of Nonvoting Common Stock, 70 shares of 4 1/2% Preferred Stock
and 394 shares of 5% Preferred Stock held by First Charter National
Bank. Mr. L. D. Coltrane III and Mr. Michael R. Coltrane are
shareholders and Mr. Michael R. Coltrane is a director of First
Charter Corporation, the parent corporation of First Charter National
Bank.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
TRANSACTIONS WITH MANAGEMENT
The Registrant may from time to time have short-term loans
outstanding with First Charter National Bank, Concord, North Carolina.
With respect to First Charter National Bank, Mr. L. D. Coltrane III is
a member of the Advisory Board and a stockholder and Mr. Michael R.
Coltrane is a director. As of December 31, 1995, the Registrant had
no outstanding loans with First Charter National Bank.
First Charter National Bank is the Trustee of the Employees Stock
Ownership Plan, the Employees Savings Plus Plan and the Employees
Pension Plan of The Concord Telephone Company. A fee of $164,471 was
paid the bank for such services in 1995.
The Company has an available line of credit totaling $3,500,000
at First Charter National Bank. None of this amount is outstanding at
December 31, 1995 and none was used during 1995.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a)(1) Consolidated Financial Statements.
The following financial statements, together with
reports thereon of independent auditors are included in
response to Item 8:
PAGE
. Independent Auditors' Report F-2
. Consolidated balance sheets as of F-3
December 31, 1995 and 1994
. Consolidated statements of income for the years F-5
ended December 31, 1995, 1994 and 1993
. Consolidated statements of stockholders' equity
for the years ended December 31, 1995, 1994 and
1993 F-6
. Consolidated statements of cash flows for the F-7
years ended December 31, 1995, 1994 and 1993
. Notes to consolidated financial statements for F-8
the years ended December 31, 1995, 1994 and 1993
(2) Financial Statements Schedule
The following financial statement schedule is included:
. Schedule II - Valuation and Qualifying Accounts F-22
Other schedules are omitted because the required
information is included in the financial statements
or is not applicable.
(b) Reports on Form 8-K.
None.
(c) The exhibits filed as a part of this report and
exhibits incorporated herein by reference to other
documents are listed in the index to Exhibits to
this Annual Report on Form 10-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, there unto duly
authorized.
(Registrant) CT COMMUNICATIONS, INC.
By: /s/ MICHAEL R. COLTRANE
_________________________________
Michael R. Coltrane
President and Chief Executive
Officer
MARCH 26, 1996
Date
By: /s/ ROY W. LONG
_________________________________
Roy W. Long
Vice President, Treasurer and
Chief Financial Officer
MARCH 26, 1996
Date
Pursuant to the requirements of the Securities and Exchange Act
of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
By: /s/ MICHAEL R. COLTRANE
_________________________________
Michael R. Coltrane
President and Chief Executive
Officer
MARCH 26, 1996
Date
By: /s/ L. D. COLTRANE III
_________________________________
L. D. Coltrane III
Chairman of the Board
MARCH 26, 1996
Date<PAGE>
By: /s/ JOHN R. BOGER, JR.
_________________________________
John R. Boger, Jr.
Director
MARCH 26, 1996
Date
By: /s/ PHIL W. WIDENHOUSE
_________________________________
Phil W. Widenhouse
Director
MARCH 26, 1996
Date
By: /s/ JERRY H. MCCLELLAN
_________________________________
Jerry H. McClellan
Executive Vice President,
General Plant Manager,
Secretary and Director
MARCH 26, 1996
Date
By: /s/ BETTY GAY BIVENS
_________________________________
Betty Gay Bivens
Director
MARCH 26, 1996
Date
By: /s/ BEN F. MYNATT
_________________________________
Ben F. Mynatt
Director
MARCH 26, 1996
Date
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995, 1994, AND 1993
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
KPMG PEAT MARWICK LLP
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
CT Communications, Inc.:
We have audited the consolidated financial statements of CT
Communications, Inc. and subsidiaries as listed in the accompanying
index. In connection with our audits of these consolidated financial
statements, we also have audited the financial statement schedule as
listed in the accompanying index. These consolidated financial
statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of CT Communications, Inc. and subsidiaries as of December 31, 1995
and 1994, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when considered in
relation to the consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for investments as of January
1, 1994 to adopt the provisions of the Financial Accounting Standard
Board's Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
As discussed in Note 1, the Company changed its method of accounting
for income taxes on January 1, 1993 to adopt the provisions of the
Financial Accounting Standards Board's SFAS No. 109, "Accounting for
Income Taxes."
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
March 1, 1996
<PAGE>
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
---- ----
Current assets:
Cash and cash equivalents $ 4,751,204 8,346,235
Short-term investments (note 2) 2,711,699 4,473,565
Accounts receivable, net of
allowance for doubtful accounts
of $100,000 in 1995 and 1994 8,878,698 7,044,969
Refundable income taxes 176,228 -
Materials and supplies 1,803,419 1,422,406
Deferred income taxes (note 8) 71,324 468,200
Prepaid expenses and other assets 533,385 238,579
------------- -----------
Total current assets 18,925,957 21,993,954
------------ -----------
Investment securities (note 2) 9,074,888 11,033,655
Investments in affiliates (note 3) 21,788,955 13,018,607
Property, plant, and equipment:
Telephone plant in service
(notes 1c and 4):
Land, buildings, and
general equipment 17,400,228 17,883,647
Central office equipment 47,037,535 38,396,870
Poles, wires, cables and conduit 65,849,055 60,153,447
Construction in progress 14,483 464,065
------------ ------------
130,301,301 116,898,029
Less accumulated depreciation 72,325,624 63,057,606
------------ ------------
Net property, plant, and equipment 57,975,677 53,840,423
------------ ------------
$107,765,477 99,886,639
============ ===========
See accompanying notes to consolidated financial statements.
LIABILITIES AND STOCKHOLDERS' EQUITY
1995 1994
---- ----
Current liabilities:
Current portion of long-term debt
and redeemable preferred stock
(notes 4 and 5) $ 652,500 1,540,000
Accounts payable 8,852,272 8,141,677
Customer deposits and advance billings 1,080,773 989,810
Accrued payroll 468,390 387,526
Accrued pension cost (note 7) 1,143,033 967,699
Other accrued liabilities 500,654 377,860
Income taxes payable - 1,174,359
------------ ----------
Total current liabilities 12,697,622 13,578,931
------------ ----------
Long-term debt (note 4) 4,074,000 4,714,000
------------ ----------
Deferred credits and other liabilities:
Deferred income taxes (note 8) 1,568,455 3,251,202
Investment tax credits (note 8) 1,148,850 1,397,388
Regulatory liability (note 1 g) 2,633,285 3,047,956
Postretirement benefits other than
pension (note 7) 8,104,965 6,468,528
Other 1,103,098 1,103,098
------------ ----------
14,558,653 15,268,172
------------ ----------
Redeemable preferred stock, $100 par value:
4.8% series; authorized 5,000 shares;
issued and outstanding 1,750 and 1,875
shares in 1995 and 1994, respectively
(note 5) 162,500 175,000
------------ ----------
Total liabilities 31,492,775 33,736,103
------------ ----------
Stockholders' equity:
Preferred stock not subject to mandatory
redemption (note 6): 5% series, $100
par value; 15,087 shares outstanding 1,508,700 1,508,700
4.5% series, $100 par value; 2,000
shares outstanding 200,000 200,000
Discount on 5% preferred stock (16,059) (16,059)
Common stock (note 6):
Voting, $50 par value; 75,673
shares outstanding 3,783,650 3,783,650
Nonvoting, $50 par value;
outstanding 418,667 shares
in 1995 and 416,256 shares in 1994 20,933,350 20,812,800
Premium on common voting stock 237,444 237,444
Premium on common nonvoting stock 2,181,427 1,715,302
Other capital 298,083 298,083
Unearned compensation (note 6) (60,752) -
Unrealized gain on securities
available-for-sale (note 2) 1,196,766 284,396
Equity in earnings of investment - 260,624
Retained earnings 46,010,093 37,065,596
Total stockholders' equity 76,272,702 66,150,536
Contingency (note 9) ----------- ----------
$107,765,477 99,886,639
============ ==========
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1995, 1994 and 1993
1995 1994 1993
---- ---- ----
Operating revenues:
Local service $21,230,607 18,817,818 16,123,529
Access and toll service 25,573,118 24,571,148 21,018,881
Other and unregulated 9,551,076 7,259,527 6,519,419
Less provision for
uncollectible accounts (335,958) (221,074) (380,483)
----------- ---------- ----------
Total operating revenues 56,018,843 50,427,419 43,281,346
----------- ---------- ----------
Operating expenses (note 1c):
Plant specific 11,229,423 11,004,928 9,451,858
Depreciation and
amortization 11,968,090 14,426,629 9,161,841
Customer operations 8,348,246 7,391,108 7,410,791
Corporate operations 7,256,798 6,235,157 5,786,882
----------- ---------- ----------
Total operating expenses 38,802,557 39,057,822 31,811,372
----------- ---------- ----------
Net operating revenues 17,216,286 11,369,597 11,469,974
----------- ---------- ----------
Other income (expenses):
Equity in income of
affiliates 2,203,706 1,295,975 594,197
Interest, dividend income
and gain on sale 939,139 1,053,658 726,412
Other expenses, principally
interest (581,764) (685,946) (549,493)
----------- ---------- ----------
Total other income 2,561,081 1,663,687 771,116
----------- ---------- ----------
Income before income
taxes 19,777,367 13,033,284 12,241,090
Income taxes (note 8) 6,760,624 4,688,936 4,282,180
----------- ---------- ----------
Net income 13,016,743 8,344,348 7,958,910
Dividends on preferred stock 93,135 93,948 93,562
----------- ---------- ----------
Earnings for common stock $12,923,608 8,250,400 7,865,348
=========== ========== ==========
Earnings per common share $ 26.22 16.77 15.98
=========== ========== ==========
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1995, 1994 and 1993
5% Series 4.5% Series
Preferred Preferred
Stock Stock
--------- -----------
Balances at December 31, 1992 $1,511,200 200,000
Acquisition of 25 shares of
5% preferred stock (2,500) -
Issuance of 60 shares of
nonvoting common stock - -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options - -
---------- -----------
Balances at December 31, 1993 1,508,700 200,000
Issuance of 225 shares of
nonvoting common stock - -
Net income - -
Issuance of 15,060 shares of
voting and 82,974 shares
non-voting common stock in the
form of a one-for-four stock
dividend - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options - -
Implementation of change in
accounting for debt and equity
securities, net of tax effect
of $181,827 - -
Unrealized gain on investment
in affiliates - -
---------- -----------
Balances at December 31, 1994 1,508,700 200,000
<PAGE>
5% Series 4.5% Series
Preferred Preferred
Stock Stock
--------- -----------
Issuance of 2,411 shares of
nonvoting common stock - -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise
of stock options - -
Realized gain on investment in
affiliates - -
Unrealized gain on investment
securities, net of tax effect
of $583,297 - -
Unearned compensation related
to the granting of 242 shares
of restricted nonvoting common
stock, net of $4,256 earned
during the year - -
---------- -----------
Balances at December 31, 1995 $1,508,700 200,000
========== ===========
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1995, 1994 and 1993
Discount on Voting
5% Preferred Common
Stock Stock
------------ -----------
Balances at December 31, 1992 (16,086) 3,030,650
Acquisition of 25 shares of
5% preferred stock 27 -
Issuance of 60 shares of
nonvoting common stock - -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options
------------ -----------
Balances at December 31, 1993 (16,059) 3,030,650
Issuance of 225 shares of
nonvoting common stock - -
Net income - -
Issuance of 15,060 shares of
voting and 82,974 shares
non-voting common stock in the
form of a one-for-four stock
dividend - 753,000
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options - -
Implementation of change in
accounting for debt and equity
securities, net of tax effect
of $181,827 - -
Unrealized gain on investment
in affiliates - -
------------ -----------
Balances at December 31, 1994 (16,059) 3,783,650
<PAGE>
Discount on Voting
5% Preferred Common
Stock Stock
------------ -----------
Issuance of 2,411 shares of
nonvoting common stock - -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise
of stock options - -
Realized gain on investment in
affiliates - -
Unrealized gain on investment
securities, net of tax effect
of $583,297 - -
Unearned compensation related
to the granting of 242 shares
of restricted nonvoting common
stock, net of $4,256 earned
during the year - -
------------ -----------
Balances at December 31, 1995 (16,059) 3,783,650
============ ===========
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1995, 1994 and 1993
Premium on
Non-Voting Common
Common Voting
Stock Stock
---------- -----------
Balances at December 31, 1992 16,649,850 237,444
Acquisition of 25 shares of
5% preferred stock - -
Issuance of 60 shares of
nonvoting common stock 3,000 7,800
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options - -
---------- -----------
Balances at December 31, 1993 16,652,850 237,444
Issuance of 225 shares of
nonvoting common stock 11,250 35,050
Net income - -
Issuance of 15,060 shares of
voting and 82,974 shares
non-voting common stock in the
form of a one-for-four stock
dividend 4,148,700 -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options - -
Implementation of change in
accounting for debt and equity - -
securities, net of tax effect
of $181,827 - -
Unrealized gain on investment
in affiliates - -
---------- -----------
Balances at December 31, 1994 20,812,800 237,444
<PAGE>
Premium on
Non-Voting Common
Common Voting
Stock Stock
---------- -----------
Issuance of 2,411 shares of
nonvoting common stock 120,550 -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise
of stock options - -
Realized gain on investment in
affiliates - -
Unrealized gain on investment
securities, net of tax effect
of $583,297 - -
Unearned compensation related
to the granting of 242 shares
of restricted nonvoting common
stock, net of $4,256 earned
during the year - -
---------- -----------
Balances at December 31, 1995 20,933,350 237,444
========== ===========
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1995, 1994 and 1993
Premium on
Common
Non-Voting Other
Stock Capital
---------- -----------
Balances at December 31, 1992 1,663,903 298,083
Acquisition of 25 shares of
5% preferred stock 7,800 -
Issuance of 60 shares of
nonvoting common stock - -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options 1,802 -
---------- -----------
Balances at December 31, 1993 1,673,505 298,083
Issuance of 225 shares of
nonvoting common stock 35,050 -
Net income - -
Issuance of 15,060 shares of
voting and 82,974 shares
non-voting common stock in the
form of a one-for-four stock
dividend - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options 6,747 -
Implementation of change in
accounting for debt and equity
securities, net of tax effect
of $181,827 - -
Unrealized gain on investment
in affiliates - -
---------- -----------
Balances at December 31, 1994 1,715,302 298,083
<PAGE>
Premium on
Common
Non-Voting Other
Stock Capital
---------- -----------
Issuance of 2,411 shares of
nonvoting common stock 466,125 -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise
of stock options - -
Realized gain on investment in
affiliates - -
Unrealized gain on investment
securities, net of tax effect
of $583,297 - -
Unearned compensation related
to the granting of 242 shares
of restricted nonvoting common
stock, net of $4,256 earned
during the year - -
---------- -----------
Balances at December 31, 1995 2,181,427 298,083
========== ===========
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1995, 1994 and 1993
Net Unrealized
Gain on
Securities
Unearned Available
Compensation for Sale
------------ --------------
Balances at December 31, 1992 - -
Acquisition of 25 shares of
5% preferred stock - -
Issuance of 60 shares of
nonvoting common stock - -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options - -
------------ --------------
Balances at December 31, 1993 - -
Issuance of 225 shares of
nonvoting common stock - -
Net income - -
Issuance of 15,060 shares of
voting and 82,974 shares
non-voting common stock in the
form of a one-for-four stock
dividend - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise of
stock options - -
Implementation of change in
accounting for debt and equity
securities, net of tax effect
of $181,827 - 284,396
Unrealized gain on investment
in affiliates - -
------------ --------------
Balances at December 31, 1994 - 284,396
<PAGE>
Net Unrealized
Gain on
Securities
Unearned Available
Compensation for Sale
------------ --------------
Issuance of 2,411 shares of
nonvoting common stock - -
Net income - -
Dividends declared
5% preferred - -
4.8% preferred - -
4.5% preferred - -
Voting common - -
Nonvoting common - -
Tax benefit from exercise
of stock options - -
Realized gain on investment in
affiliates - -
Unrealized gain on investment
securities, net of tax effect
of $583,297 - 912,370
Unearned compensation related
to the granting of 242 shares
of restricted nonvoting common
stock, net of $4,256 earned
during the year (60,752) -
------------ --------------
Balances at December 31, 1995 (60,752) 1,196,766
============ ==============
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1995, 1994 and 1993
Equity in
Earnings of Retained
Investment Earnings
--------- -----------
Balances at December 31, 1992 - 33,647,608
Acquisition of 25 shares of
5% preferred stock - -
Issuance of 60 shares of
nonvoting common stock - -
Net income - 7,958,910
Dividends declared
5% preferred - (74,387)
4.8% preferred - (10,175)
4.5% preferred - (9,000)
Voting common - (587,946)
Nonvoting common - (3,230,365)
Tax benefit from exercise of
stock options - 14.768
------------ --------------
Balances at December 31, 1993 - 37,709,413
Issuance of 225 shares of
nonvoting common stock - -
Net income - 8,344,348
Issuance of 15,060 shares of
voting and 82,974 shares
non-voting common stock in the
form of a one-for-four stock
dividend - (5,012,517)
Dividends declared
5% preferred - (75,373)
4.8% preferred - (9,575)
4.5% preferred - (9,000)
Voting common - (599,696)
Nonvoting common - (3,297,468)
Tax benefit from exercise of
stock options - 15,464
Implementation of change in
accounting for debt and equity
securities, net of tax effect
of $181,827 - -
Unrealized gain on investment
in affiliates 260,624 -
------------ --------------
Balances at December 31, 1994 260,624 37,065,596
============ ==============
Equity in
Earnings of Retained
Investment Earnings
--------- -----------
Issuance of 2,411 shares of
nonvoting common stock - -
Net income - 13,016,743
Dividends declared
5% preferred - (75,435)
4.8% preferred - (8,700)
4.5% preferred - (9,000)
Voting common - (612,951)
Nonvoting common - (3,381,472)
Tax benefit from exercise
of stock options - 15,312
Realized gain on investment in
affiliates (260,624) -
Unrealized gain on investment
securities, net of tax effect
of $583,297 - -
Unearned compensation related
to the granting of 242 shares
of restricted nonvoting common
stock, net of $4,256 earned
during the year - -
------------ --------------
Balances at December 31, 1995 - 46,010,093
============ ==============
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1995, 1994 and 1993
Total
Stockholders'
Equity
-------------
Balances at December 31, 1992 57,222,652
Acquisition of 25 shares of
5% preferred stock (2,473)
Issuance of 60 shares of
nonvoting common stock 10,800
Net income 7,958,910
Dividends declared
5% preferred (74,387)
4.8% preferred (10,175)
4.5% preferred (9,000)
Voting common (587,946)
Nonvoting common (3,230,365)
Tax benefit from exercise of
stock options 16.570
-------------
Balances at December 31, 1993 61,294,586
Issuance of 225 shares of
nonvoting common stock 46,300
Net income 8,344,348
Issuance of 15,060 shares of
voting and 82,974 shares
non-voting common stock in the
form of a one-for-four stock
dividend (110,817)
Dividends declared
5% preferred (75,373)
4.8% preferred (9,575)
4.5% preferred (9,000)
Voting common (599,696)
Nonvoting common (3,297,468)
Tax benefit from exercise of
stock options 22,211
Implementation of change in
accounting for debt and equity
securities, net of tax effect
of $181,827 284,396
Unrealized gain on investment
in affiliates 260,624
-------------
Balances at December 31, 1994 66,150,536
<PAGE>
Total
Stockholders'
Equity
-------------
Issuance of 2,411 shares of
nonvoting common stock 586,675
Net income 13,016,743
Dividends declared
5% preferred (75,435)
4.8% preferred (8,700)
4.5% preferred (9,000)
Voting common (612,951)
Nonvoting common (3,381,472)
Tax benefit from exercise
of stock options 15,312
Realized gain on investment in
affiliates (260,624)
Unrealized gain on investment
securities, net of tax effect
of $583,297 912,370
Unearned compensation related
to the granting of 242 shares
of restricted nonvoting common
stock, net of $4,256 earned
during the year (60.752)
-------------
Balances at December 31, 1995 76,272,702
=============
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1995, 1994 and 1993
1995 1994 1993
---- ---- ----
Cash flows from operating
activities:
Net income $13,016,743 8,344,348 7,958,910
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation and
amortization 11,968,090 14,426,629 9,161,841
Deferred income taxes
and tax credits (2,532,397) (3,637,966) (1,639,655)
Postretirement benefits 1,811,771 1,691,934 1,797,827)
Loss (gain) on sale of
investment securities 5,745 (270,296) (62,311)
Undistributed income of
affiliates (1,079,323) (1,295,975) (594,197)
Increase in accounts
receivable (1,833,729) (447,232) (713,378)
Increase in materials
and supplies (381,013) (39,152) (27,608)
Decrease (increase) in
other current assets (294,806) (22,838) 37,620
Increase in accounts
payable 710,595 3,565,484 626,736
Increase in customer
deposits and advance
billings 90,963 129,998 62,223
Increase in accrued
liabilities 203,657 259,110 32,714
Increase (decrease) in
income taxes payable (1,350,587) 1,367,327 (368,927)
Net cash provided by
operating activities 20,335,709 24,071,371 16,271,795
Cash flows from investing
activities:
Capital expenditures
- telephone plant (16,129,492) (12,235,699) (6,378,134)
Salvage value -
telephone plant retired 26,148 70,719 (25,842)
Purchases of investments
in affiliates (8,665,390) (9,245,045)(12,447,049)
Purchases of investment
securities (9,787,257) (219,855) -
Proceeds from sale of
investment securities 10,316,461 324,746 5,450,138
Maturities of investment
securities 4,681,351 7,192,217 1,215,000
Partnership capital
distribution 713,761 - -
Net cash used in
investing activities (18,844,418) (14,112,917)(12,185,887)
Cash flows from financing
activities:
Repayment of long-term
debt (1,527,500) (4,256,500) (138,000)
Proceeds from new debt - 4,029,000 -
Redemption of preferred
stock (12,500) (12,500) (12,500)
Dividends paid (4,087,558) (4,101,929) (3,912,174)
Proceeds from common
stock issuance 586,675 46,300 10,800
Other (45,439) 22,211 14,098
Net cash used in
financing activities (5,086,322) (4,273,418) (4,037,776)
Net (decrease) increase in
cash and cash equivalents (3,595,031) 5,685,036 48,132
Cash and cash equivalents -
beginning of year 8,346,235 2,661,199 2,613,067
Cash and cash equivalents -
end of year $ 4,751,204 8,346,235 2,661,199
Supplemental cash flow
information:
Cash paid for income
taxes $10,589,211 5,504,103 6,265,000
Cash paid for interest 398,376 497,592 479,958
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) DESCRIPTION OF BUSINESS
CT Communications, Inc. and subsidiaries operate entirely in the
communications industry and provide local and long distance services
to customers who are primarily residents of Cabarrus, Stanly and Rowan
counties in North Carolina.
(B) BASIS OF PRESENTATION
These consolidated financial statements include the accounts of CT
Communications, Inc. (the Company) and its wholly-owned subsidiaries.
The Company's subsidiaries include The Concord Telephone Company,
Concord Long Distance Telephone Company, and CT Cellular. All
significant intercompany accounts and transactions have been
eliminated in consolidation.
During 1993, the Company effected a corporate restructuring (the
reorganization) through a share exchange in which The Concord
Telephone Company became a wholly-owned subsidiary of CT
Communications, Inc., a newly organized corporation formed for that
purpose. In the reorganization, each outstanding share of The Concord
Telephone Company's voting common stock (par value $50), class B
nonvoting common stock (par value $50), 4.5% preferred stock (par
value $100) and 5% preferred stock (par value $100) were exchanged for
like kind shares of CT Communications, Inc.
During 1994, the Company established a wholly-owned subsidiary, CT
Cellular, to account for its investment in two cellular partnerships.
The Company's regulated operations are subject to the provisions of
Statement of Financial Account Standards (SFAS) No. 71, "Accounting
for the Effects of Certain Types of Regulation." If the Company's
regulated operations no longer qualified for the provisions of SFAS
No. 71, the accounting impact to the Company would be an extraordinary
non-cash charge to operations of an amount that would be material.
Criteria that would give rise to the discontinuance of SFAS No. 71
include (1) increasing competition that restricts the Company's
ability to establish prices to recover specific costs, and (2) a
significant change in the manner in which rates are set by regulators
from cost-based regulation to another form of regulation. The Company
periodically reviews these criteria to ensure the continuing
application of SFAS No. 71 is appropriate.
In certain instances, amounts previously reported in the 1994 and 1993
consolidated financial statements have been reclassified to conform
with the 1995 consolidated financial statement presentation. Such
reclassifications have no effect on net income or retained earnings as
previously reported.
(C) TELEPHONE PLANT IN SERVICE
Telephone plant in service is stated at original cost and includes
certain indirect costs consisting of payroll taxes, pension and other
fringe benefits, administrative, and general cost.
Depreciation on telephone plant in service is provided on the
straight-line method using composite rates acceptable to the
regulatory authorities. During 1995, 1994 and 1993, under authority
of the North Carolina Utilities Commission (the Commission), the
Company recorded additional amortization relating to certain telephone
plant accounts. Such "special amortization", as approved by the
Commission, increased the Company's total depreciation and
amortization expense and related accumulated depreciation by
$3,708,000 in 1995, $7,010,000 in 1994, and $2,258,511 in 1993. The
provisions for depreciation for the years 1995, 1994, and 1993 were
10.51%, 14.06%, and 9.22%, respectively, of the gross investment in
depreciable telephone plant in service at the beginning of each year.
Maintenance, repairs, and minor renewals are primarily charged to
maintenance expense accounts. Additions, renewals, and betterments
are charged to telephone plant accounts. The original cost of
depreciable property retired is removed from telephone plant accounts
and charged to accumulated depreciation, which is credited with the
salvage less removal cost. Under this method, no profit or loss is
calculated on ordinary retirements of depreciable property.
(D) INVESTMENT SECURITIES
In May 1993, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
SFAS No. 115 addresses the accounting and reporting for investments in
equity securities that have readily determinable fair values and all
investments in debt securities. These investments are to be
classified into three categories as follows:
- - held-to-maturity securities - reported at amortized cost,
- - trading securities - reported at fair value with unrealized gains
and losses included in earnings, or
- - securities available-for-sale - reported at fair value with
unrealized gains and losses reported as a separate component of
stockholders' equity (net of tax effect).
On January 1, 1994, the Company adopted the provisions of SFAS No. 115
and classified all equity securities as securities available for sale.
These shares held at that date were recorded at fair market value.
The Company intends to hold these securities for an indefinite period
of time but may sell them.
On December 31, 1994, the Company recorded a fair value adjustment of
$466,223 for the unrealized gain from January 1, 1994 on securities
available-for-sale. The Company also recorded an increase in deferred
taxes payable of $181,827 as well as an increase to consolidated
stockholders' equity for $284,396. On December 31, 1994 all other
securities had been classified as held-to-maturity securities because
at that time management had determined that the Company had the intent
and ability to hold all such securities until maturity.
On December 31, 1995, the Company reclassified all of its held-to-
maturity securities to available-for-sale securities based on the
additional information provided in the FASB Special Report, "Guide to
Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities."
(E) INVESTMENTS IN AFFILIATED COMPANIES
The Company has interests in several partnerships and corporations
which operate in the telecommunications industry. Investments in
affiliates over which the Company has the ability to exercise
significant influence are accounted for by the equity method.
(F) MATERIALS AND SUPPLIES
Materials and supplies are valued principally at the lower of average
cost (first-in, first-out method) or market.
(G) INCOME TAXES
Effective January 1, 1993, the Company adopted SFAS No. 109,
"Accounting for Income Taxes." The cumulative effect of the change in
the method of accounting for income taxes was not material to the 1993
consolidated statement of income. Due to the reduction in corporate
federal income tax rates as a result of the Tax Reform Act of 1986,
there exists excess deferred income taxes. Pursuant to SFAS No. 71,
"Accounting for the Effects of Certain Types of Regulation," a
regulatory liability in the amount of approximately $3,500,000 as of
January 1, 1993 and a corresponding reduction in net deferred income
taxes payable were recorded relative to the excess deferred income
taxes, and the regulatory impact thereof. The regulatory liability
and the related tax impact (approximately $1,300,000 as of January 1,
1993) will be amortized as a reduction of federal income tax expense
over the estimated remaining lives of the assets which generated the
deferred taxes.
Investment tax credits related to telephone plant have been deferred
and amortized as a reduction of federal income tax expense over the
estimated useful lives of the assets giving rise to the credits. In
accordance with SFAS No. 109, unamortized deferred investment tax
credits are treated as temporary differences.
(H) REVENUE RECOGNITION
Local and toll service and access charges are recognized when earned
regardless of the period in which they are billed.
(I) EARNINGS PER SHARE
Earnings per common share are based on the weighted average number of
common shares outstanding each year. The difference between primary
and fully diluted earnings per share is immaterial.
(J) CASH FLOW
For the purpose of reporting cash flows, cash and cash equivalents
include cash and short-term investments with original maturities at
the date of purchase of three months or less.
(K) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(L) RECENT ACCOUNTING PRONOUNCEMENTS
In March 1995, the FASB issued SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
Of." SFAS No. 121 is effective for fiscal years beginning after
December 15, 1995, and requires long-lived assets to be evaluated for
impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. The Company
will adopt SFAS No. 121 in fiscal 1996 and does not expect its
provisions to have a material effect on the Company's consolidated
results of operations in the year of adoption.
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-
Based Compensation." SFAS No. 123 will be effective for fiscal years
beginning after December 15, 1995, and will require that the Company
either recognize in its consolidated financial statements costs
related to its employee stock-based compensation plans, such as stock
option and stock purchase plans, or make pro forma disclosures of such
costs in a footnote to the consolidated financial statements.
The Company expects to continue to use the intrinsic value based
method of Accounting Principles Board Opinion No. 25, as allowed under
SFAS No. 123, to account for all of its employee stock-based
compensation plans. Therefore, in its consolidated financial
statements for fiscal 1996, the Company will make the required pro
forma disclosures in a footnote to the consolidated financial
statements. SFAS No. 123 is not expected to have a material effect on
the Company's consolidated results of operations or financial
position.
2. INVESTMENT SECURITIES
The amortized cost, gross unrealized holding gains, gross unrealized
holding losses and fair value for available-for-sale and held-to-
maturity securities by major security type and class of security at
December 31, 1995 and 1994, were as follows:
Gross Gross
Unrealized Unrealized
Amortized Holding Holding Fair
COST GAINS LOSSES VALUE
At December 31, 1995
Available-for-sale:
State, county and
municipal debt
securities $ 8,981,192 119,275 (9,554) 9,090,913
Equity securities 843,505 2,215,949 (363,780) 2,695,674
----------- --------- -------- ----------
$ 9,824,697 2,335,224 (373,334) 11,786,587
=========== ========= ======== ==========
At December 31, 1994
Available-for-sale:
Equity securities $ 488,405 466,223 - 954,628
Held-to-maturity:
State, county and municipal
debt securities 14,552,592 - - 14,552,592
----------- --------- -------- -----------
$15,040,997 466,223 - 15,507,220
=========== ========= ======== ===========
On December 31, 1995, the Company reclassified all of its held-to-
maturity securities to available-for-sale securities based on the
additional information provided in the FASB Special Report, "Guide to
Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities". In connection with this
reclassification, the Company recorded a fair value adjustment of
$109,721, which is disclosed net of the tax effect of $43,932 in the
consolidated statement of stockholders' equity.
<PAGE>
Maturities of debt securities were as follows at December 31,
1995:
Amortized Fair
COST VALUE
Currently due $2,708,815 2,711,699
Due after one year through five years 4,571,092 4,608,528
Due after five years through ten years 1,701,285 1,770,686
Equity securities 843,505 2,695,674
---------- ----------
$9,824,697 11,786,587
========== ==========
3. INVESTMENTS IN AFFILIATED COMPANIES
Investments in affiliated companies consist of the following:
1995 1994
ITC Associates Partnership (equity method) $5,519,832 5,260,624
RSA 15 Partnership (equity method) 4,844,472 3,305,823
BellSouth Carolinas PCS, LP (equity method) 4,597,756 -
U.S. Telecom Holdings (equity method) 3,520,833 2,582,802
Wireless 1 - Carolinas (equity method) 240,000 -
ITC Holdings (cost method) 658,354 -
ITN Charter (cost method) 789,347 777,200
U.S. Intelco (cost method) 279,277 279,277
Ellerbe Partnership (equity method) 898,959 341,038
Access On (equity method) 271,035 146,500
Embion of North Carolina (equity method) 63,747 220,000
Other (cost method) 105,343 105,343
----------- ----------
$21,788,955 13,018,607
=========== ==========
The Company has a 22.48% general partnership interest in ITC
Associates Partnership. The purpose of the partnership is to acquire,
own or hold, manage and sell ITC Holdings common stock. ITC Holdings
operates entirely in the communications industry, primarily providing
local and long distance service to customers.
The Company has a 50% interest in the RSA 15 Partnership. This is a
partnership with Alltel which is in the business of providing cellular
service in Cabarrus, Stanly and parts of Iredell and Rowan counties of
North Carolina.
The Company has a 1.95% limited partnership interest in BellSouth
Carolinas PCS, L.P. BellSouth Carolinas PCS, L.P. is in the business
of providing personal communications services which is a new wireless
communications service that will compete with cellular phone service.
The Company has a 29.75% partnership interest in U.S. Telecom
Holdings. U.S. Telecom Holdings is in the business of investing
directly or indirectly in regional operating telephone companies in
Hungary and other developing countries.
4. LONG-TERM DEBT
Long-term debt at December 31, 1995 and 1994, consists of the
following:
1995 1994
---- ----
6.25% Series F first mortgage bonds,
due March 1, 1997 $ 1,440,000 1,460,000
Note payable to a bank (at 7.25%),
due in installments until 2001 2,634,000 3,254,000
Total $ 4,074,000 4,714,000
Annual maturities of the long-term debt outstanding for the five-year
periods subsequent to December 31, 1995, are as follows: $640,000 in
1996; $2,060,000 in 1997; $620,000 in 1998, 1999 and 2000, and
$154,000 thereafter.
The indenture of the first mortgage bonds contains provisions which
restrict the amount of cash the Company may disburse for dividends and
repurchases of capital stock if the Company's retained earnings are
less than a defined amount. At December 31, 1995, retained earnings
exceeded the defined amount and accordingly, retained earnings is
unrestricted.
The Company has available lines of credit totaling $13,500,000, none
of which was outstanding at December 31, 1995 or used during 1995.
5. REDEEMABLE PREFERRED STOCK
The 4.8% redeemable preferred stock is callable at a redemption price
of $100 a share plus accumulated dividends. Sinking fund requirements
in the next five years are $12,500 annually.
There have been no changes in the 4.8% series preferred stock in the
three years ended December 31, 1995, other than the annual sinking
fund requirement of $12,500.
6. COMMON STOCK AND PREFERRED STOCK NOT SUBJECT TO MANDATORY
REDEMPTION
Common stock is comprised of $50 par value Voting and Nonvoting Class
B stock. There are 100,000 shares of Voting Common Stock authorized.
There are 707,500 shares of Nonvoting Common Stock authorized.
The weighted average number of common shares outstanding (as adjusted)
are 492,974 in 1995; 491,841 in 1994; and 492,040 in 1993. In August
1994, the Company issued a one-for-four stock dividend to stockholders
of record at September 1, 1994. Earnings per share, dividends per
share and weighted average shares outstanding have been retroactively
restated for all years presented.
Cash dividends per share of common stock are as follows: $8.10 in
1995; $7.92 in 1994; and $7.76 in 1993.
Preferred stock is comprised of cumulative $100 par value 5% and 4.5%
series stock. There are 17,000 shares of the 5% series stock
authorized. There are 2,000 shares of the 4.5% series stock
authorized. These preferred stocks are callable in whole or in part
at the option of the Company at $100 per share plus accumulated
dividends.
The Company has an Executive Stock Option Plan (the Plan) to allow key
employees to increase their holdings of the Company's common stock.
There are 2,500 shares of Nonvoting Class B common stock reserved for
issuance under the Plan. At December 31, 1995, all shares reserved
for issuance have been granted. Options are granted at prices
determined by the board of directors, generally the most recent sales
price at the date of grant, and must be exercised within five years of
the date of grant. Options are exercisable immediately when granted.
Activity under the Plan for each of the years in the three-year period
ended December 31, 1995, is as follows:
Range Options
Options of Outstanding and
Outstanding, Options Exerciseable,
Beginning of Options Option Options Price End of
YEARS THE YEAR GRANTED PRICE EXERCISED EXERCISED YEAR
1993 937 375 $ 196 75 $144-$144 1,237
1994 1,237 717 208-256 281 $144-$208 1,673
1995 1,673 300 244 593 $144-$208 1,380
During 1995, the Company approved a Comprehensive Stock Option
Plan (the Plan) to allow key employees to increase their holdings of
the Company's stock. There are 5,000 shares of nonvoting class B
Common Stock reserved for issuance under the Plan. At December 31,
1995, the number of nonvoting Class B common stock reserved for
issuance but ungranted was 2,000 shares. Options are granted at
prices determined by the board of directors, generally the most recent
sales price at the date of grant, and must be exercised within ten
years of the date of grant. Options are exercisable immediately when
granted. During 1995, the Company granted 3,000 shares at prices
ranging from $270 - 321. As of December 31, 1995, no options had been
exercised.
In 1995, the Company approved an Employee Stock Purchase Plan (the
Plan) which authorized 2,500 shares of Class B Non-Voting shares to be
offered to all employees eligible to buy shares. Purchase price of
shares is 100% of fair market value with the option to finance up to
100% of purchase by payroll deduction over a period of up to 24 months
at 6% interest. A total of 1,576 shares were issued under the Plan at
a purchase price of $248 per share.
On April 27, 1995, the Company approved a Restricted Stock Award
Program (the Program) to provide deferred compensation and additional
equity participation to each participant. The aggregate amount of
Class B common stock that may be awarded to participants under the
Program is 5,000 shares. The Company will record deferred
compensation in the amount of the fair market value of the stock
granted and will amortize this amount on a straight line basis over
the vesting period. In 1995, the Company granted 242 shares to
participants at a price range of $248 to 287. Deferred Compensation
for the year was $65,008, which is disclosed net of amortization of
$4,256, in the consolidated statement of stockholders' equity.
7. EMPLOYEE BENEFIT PLANS
(A) PENSION PLAN AND SAVINGS PLAN
The Company has a trusteed, defined benefit, noncontributory pension
plan covering substantially all of its employees. The benefits are
based on years of service and the employee's highest five consecutive
plan years of compensation. Contributions to the plan are based upon
the Entry Age Normal Method with Frozen Initial Liability and comply
with the funding requirements of the Employee Retirement Income
Security Act. Since the plan is adequately funded, there have been no
contributions made in 1995 or 1994. Plan assets are invested
primarily in common stocks, long-term bonds and U.S. treasury notes.
<PAGE>
The following table sets forth the funded status of the Company's
pension plan and amounts recognized in the Company's financial
statements at December 31, 1995 and 1994.
1995 1994
Actuarial present value of
benefit obligations:
Accumulated benefit obligation,
including vested benefits of
$19,340,283 and $17,204,005
in 1995 and 1994, respectively $ 19,662,643 17,516,776
============= ============
Projected benefit obligation (24,231,674) (23,766,206)
Plan assets at fair value 30,286,583 25,277,861
------------- ------------
Excess of plan assets over the
projected benefit obligation 5,573,541 1,511,655
Unrecognized net gain deferred (6,208,654) (1,901,874)
Unrecognized prior service cost (45,488) (48,987)
Unrecognized net asset being amortized
over 16 years from January 1, 1987 (462,432) (528,493)
------------ -----------
Net accrued pension cost $(1,143,033) (967,699)
============ ===========
Net pension cost for 1995, 1994, and 1993 included the following:
1995 1994 1993
---- ---- ----
Service cost, benefits
earned during the period $ 571,935 628,473 632,909
Interest cost on projected
benefit obligation 1,610,208 1,644,350 1,545,761
Actual return on plan assets (6,013,024) (341,371) (2,637,207)
Net amortization and deferral 4,006,215 (1,693,615) 799,026
----------- ---------- ----------
Net periodic pension cost $ 175,334 237,837 340,489
=========== ========== ==========
The weighted average discount rate of 7% in 1995, 7.5% in 1994 and 8%
in 1993 and the rate of increase in future compensation levels of 5%
in 1995 and 6% in 1994 and 1993 were used in determining the actuarial
present value of the projected benefit obligations. The assumed long-
term rate of return on pension plan assets was 7.5% in 1995 and 1994
and 8% in 1993.
(B) EMPLOYEE SAVINGS PLAN
The Company has a 401(k) salary savings plan which provides that
employees may contribute a portion of their salary to the plan on a
tax deferred basis. The Company matches a portion of the employee's
contribution. The Company's matching contribution totaled $322,867,
$308,515 and $192,962 in 1995, 1994, and 1993, respectively.
(C) EMPLOYEE STOCK OWNERSHIP PLAN
The Employee Stock Ownership Plan of The Concord Telephone Company
(the Plan) was originally a defined contribution plan sponsored by the
Company. The Company was responsible for all contributions to the
Plan. Contributions were in the form of Company stock or cash used to
purchase Company stock. Prior to the Tax Reform Act of 1986 (the
Act), the Company was eligible for certain tax credits as a result of
the Plan contributions. Subsequent to the Act, these tax credits were
no longer available. As a result, the Company has frozen the plan.
As of January 1, 1987, no more contributions can be made into the plan
and no employee may become eligible to participate.
(D) POSTRETIREMENT BENEFITS
In addition to the Company's defined benefit pension plan, the Company
sponsors a defined benefit health care plan that provides
postretirement medical benefits and life insurance coverage to full-
time employees who meet minimum age and service requirements. The
plan is contributory with respect to coverage for beneficiaries. The
Company's policy is to fund the cost of medical benefits on a cash
basis.
The Company has adopted Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions," and has elected to amortize the transition
liability over 15 years. The Statement requires the accrual, during
the years that an employee renders the necessary service, of the
expected cost of providing those benefits to the employee and
employee's beneficiaries and covered dependents. Previously, the
Company recognized the cost of providing these benefits by expensing
such costs as they were incurred.
The following table presents the plan's accumulated postretirement
benefit obligation reconciled with amounts recognized in the Company's
balance sheet at December 31, 1995 and 1994:
<PAGE>
1995 1994
---- ----
Accumulated postretirement
benefit obligation:
Retirees $ 5,690,627 5,515,782
Fully eligible active plan
participants 3,998,522 3,765,928
Other active plan participants 4,868,044 4,566,291
----------- ----------
14,557,193 13,848,001
Unrecognized net loss (334,253) (649,700)
Unrecognized transition obligation (6,117,975) (6,729,773)
Accrued postretirement benefit cost $ 8,104,965 6,468,528
=========== ==========
Net periodic postretirement benefit cost for 1995, 1994 and 1993
includes the following components:
1995 1994 1993
---- ---- ----
Service cost $ 331,470 341,469 317,984
Interest cost 931,037 941,801 1,049,245
Amortization of transition
obligation over 15 years 611,798 611,798 611,798
Amortization of loss - - 50,724
Net periodic postretirement
benefit cost $1,874,305 1,895,068 2,029,751
For measurement purposes, a 15 percent annual rate of increase in the
per capita cost of covered benefits (i.e., health care cost trend
rate) was assumed for 1994 through 1998 and the rate was assumed to
decrease to 7.5 percent thereafter. The health care cost trend rate
assumption has a significant effect on the amounts reported. For
example, increasing the assumed health care cost trend rates by one
percentage point in each year would increase the accumulated
postretirement benefit obligation as of December 31, 1995, to
approximately $16,134,396 and the aggregate of the service and
interest cost components of net periodic post retirement benefit cost
for the year ended December 31, 1995 by approximately $1,409,340.
The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7% in 1995, 7.5% in 1994 and
8.5% in 1993.
8. INCOME TAXES
Income tax expense (benefit) for the years ended December 31, 1995,
1994, and 1993, consists of:
1995 1994 1993
---- ---- ----
Current:
Federal $ 7,500,277 6,697,320 4,735,863
North Carolina 1,792,744 1,629,582 1,185,972
----------- --------- ---------
9,293,021 8,326,902 5,921,835
----------- --------- ---------
1995 1994 1993
---- ---- ----
Deferred:
Federal, net of investment
tax credit amortization (2,166,780) (2,953,712) (1,367,871)
North Carolina (365,617) (684,254) (271,784)
----------- ----------- ----------
(2,532,397) (3,637,966) (1,639,655)
Total $ 6,760,624 4,688,936 4,282,180
=========== ========== =========
Total income tax expense differs from the amounts computed by applying
the U.S. federal income tax rate of 35 percent in 1995 and 1994 and 34
percent in 1993 to income before income taxes as a result of the
following:
1995 1994 1993
---- ---- ----
Amount computed at
statutory rate $ 6,922,078 4,561,650 4,161,971
State income taxes,
net of federal
income tax benefit 927,633 640,727 594,222
Nontaxable interest income (263,375) (274,177) (225,794)
Amortization of federal
investment tax credit (248,538) (256,129) (263,192)
Amortization deferred
regulatory liability (69,356) (72,346) -
Other, net (507,818) 89,211 14,973
Income tax expense $ 6,760,624 4,688,936 4,282,180
<PAGE>
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and deferred tax liabilities as of
December 31, 1995 and 1994 were as follows:
1995 1994
----------- ----------
Deferred tax assets:
Accrued postretirement
and pension benefits $ 3,702,898 2,977,465
Regulatory liability 1,018,624 845,192
Deferred investment tax credits 390,609 475,112
Environmental remediation costs 144,781 154,955
Other 222,011 72,580
--------- ---------
Total gross deferred tax assets 5,478,923 4,525,304
--------- ---------
Deferred tax liabilities:
Property, plant and equipment,
primarily related to
depreciation differences 6,210,910 6,983,786
Unrealized gain on securities 765,144 189,986
Other - 134,534
--------- ---------
Total gross deferred tax
liabilities 6,976,054 7,308,306
--------- ---------
Net deferred tax liability $ 1,497,131 2,783,002
========= =========
There was no valuation allowance for deferred tax assets as of
December 31, 1993, 1994 or 1995. Based upon the level of historical
taxable income and the expected reversal of future taxable temporary
differences, management believes it is more likely than not that the
Company will realize the benefits of these deductible differences at
December 31, 1995.
9. ENVIRONMENTAL REMEDIATION COSTS
The Company, along with approximately 70 other companies, has entered
into a Consent Decree with the United States to clean up the Bypass
601 Groundwater Contamination Site (the Site) in Concord, North
Carolina. The companies also have agreed to reimburse the U.S.
Environmental Protection Agency (EPA) for approximately $4 million in
costs that have been incurred thus far at the Site. The Site includes
the former Martin Scrap Recycling, Inc. facility, which operated a
battery salvage and recycling operation.
EPA has chosen a preferred remedy, which includes stabilization of
lead-contaminated soils and extraction and treatment of contaminated
groundwater. The remedy is estimated to cost approximately $40
million and should take at least 10 years to complete. Recent data
indicate that a modification to the remedy may be necessary because
groundwater contamination does not appear to be as extensive as
previously thought.
EPA has agreed to pay approximately 30% of the cleanup costs, up to a
maximum of $10 million, out of the federal "Superfund". Also, the
federal government has tentatively agreed to contribute another $4.75
million, reflecting the amount of batteries it sent to the Site. If
these funds become available, and if EPA's estimate of cleanup costs
is correct, the remaining cleanup costs to be borne by the companies
that signed the Consent Decree would be $25.25 million.
The companies that entered into the Consent Decree have formed a group
(the PRP Group) to implement the remedy. The PRP Group has filed
civil actions for contribution against more than 100 other parties
that allegedly arranged to send lead-bearing materials to the site.
That litigation is at a very preliminary state.
the PRP Group has decided to allocate the remaining costs of the
cleanup among its members primarily in proportion to their respective
contributions of batteries to the Site. According to EPA's records,
the Company sent a total of 466,412 pounds of batteries to the Site.
Therefore, the Company's "nominal" share--the portion it would pay if
every member pays its full amount--is 0.405%. Based on the esimated
costs outlined above, the Company's nominal share would be $94,972.50.
A number of members are not financially strong enough to pay their
nominal shares, however. The PRP Group anticipates that the amounts
to be paid by those members that are financially able to pay may
exceed their nominal shares by two or three times.
In the opinion of management, the Company has adequately accrued for
its proportionate share of the estimated liability at December 31,
1995.
10. SUMMARY OF INCOME STATEMENT INFORMATION (UNAUDITED)
A summary of quarterly income statement information for the years
ended December 31, 1995 and 1994, follows:
1995 QUARTERS ENDED
-----------------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
----------- ---------- ---------- ----------
Operating
revenues $12,194,435 14,058,613 13,958,815 15,806,980
Income before
other income
(expenses) and
income taxes 2,398,357 4,953,217 3,791,228 6,073,484
Net income 3,243,147 3,857,138 2,958,980 2,957,478
Earnings per
common share $ 6.54 7.79 5.95 5.94
=========== ========= ========= =========
1994 QUARTERS ENDED
-----------------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
----------- ---------- ---------- ----------
Operating
revenues $12,251,563 10,791,141 12,011,584 15,373,131
Income before
other income
(expenses) and
income taxes 4,915,740 3,771,511 1,491,093 1,191,253
Net income 3,402,707 2,742,777 1,215,048 983,816
Earnings per
common share $ 6.87 5.53 2.42 1.95
========== ========== ========== ==========
Earnings per common share for the third and fourth quarters of 1995
and 1994 reflect the special amortization of telephone plant in
service as directed by the Commission of $3,708,000 and $7,010,000,
respectively, as mentioned in note 1c.
<PAGE>
SCHEDULE II
Valuation and Qualifying Accounts
Years ended December 31, 1995, 1994 and 1993
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
DEDUCTIONS
BALANCE, ADDITIONS FROM BALANCE,
BEGINNING CHARGED RESERVES AT END
DESCRIPTION OF YEAR TO INCOME (SEE NOTE) OF YEAR
----------- --------- --------- ---------- --------
Valuation and
qualifying accounts
deducted from assets
to which they apply:
Allowance for
uncollectible
accounts:
Year ended
December 31,
1995 $ 100,000 335,958 335,958 100,000
======= ======= ======= =======
Year ended
December 31,
1994 $ 100,000 221,074 221,074 100,000
======= ======= ======= =======
Year ended
December 31,
1993 $ 100,000 380,483 380,483 100,000
======= ======= ======= =======
Note:
Represents balances written-off as uncollectible less collections on
balances previously written off of $432,117, $395,490, and $316,307
for 1995, 1994, and 1993, respectively.
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
1. Not Applicable.
2. The Reorganization and Share Exchange Agreement by
and between The Concord Telephone Company and CT
Communications, Inc. dated as of August 1, 1993,
incorporated by reference to Exhibit 2.1 of
registrant's current report on Form 8-K filed
November 8, 1993.
3. (i) Articles of Incorporation of the Registrant
effective October 25, 1993, incorporated by
reference to Exhibit of the Registrant's Annual
Report Form 10-K dated March 29, 1994.
(ii) By laws of the Registrant effective October 25,
1993, incorporated by reference to Exhibit of
the Registrant's Annual Report Form 10-K dated
March 29, 1994.
4. (a) Indenture of Mortgage and Deed of Trust dated
August 1, 1958 incorporated by reference to
Registrant's Annual Report Form 10-K dated
March 27, 1992.
(b) 2nd Supplemental to Indenture of Mortgage and Deed
of Trust dated September 1, 1965 incorporated by
reference to Registrant's Annual Report Form 10-K
dated March 27, 1992.
(c) 3rd Supplemental to Indenture of Mortgage and Deed
of Trust dated March 1, 1967 incorporated by
reference to Registrant's Annual Report Form 10-K
dated March 27, 1992.
(d) The Registrant has other long-term debt agreements,
but these are not material in amount. Copies of
these agreements will be furnished to the
Commission on request.
5. Not Applicable.
6. Not Applicable.
7. Not Applicable.
8. Not Applicable.
9. Not Applicable.
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
10. (a) Partnership Agreement between Alltel Mobile
Communications of the Carolinas, Inc. (Alltel)
and The Concord Telephone Company dated
September 15, 1989 incorporated by reference
to Exhibit 10(a) to Registrant's Annual Report
Form 10-K dated March 28, 1991.
(b) Partnership Agreement between Alltel Mobile
Communications of the Carolinas, Inc. (Alltel)
and The Ellerbe-Concord Cellular Company dated
September 20, 1989 incorporated by reference to
Exhibit 10(b) to Registrant's Annual Report
Form 10-K dated March 28, 1991.
(c) North Carolina Utilities Commission order
approving the issuance and sale of Class B
non-voting common stock for use in an
Executive Stock Option Plan dated March 12,
1990 effective April 27, 1989 incorporated
by reference to Exhibit 10(c) to Registrant's
Annual Report Form 10-K dated March 31, 1993.
(d) 1989 Executive Stock Option Plan dated April 26,
1989. Incorporated by reference to Exhibit 10(d)
to Registrant's Annual Report Form 10-K dated
March 29, 1994.
(e) General Partnership Agreement of ITC Associates
dated December 13, 1993. Incorporated by
reference to Exhibit 10(e) to Registrant's
Annual Report Form 10-K dated March 29, 1994.
(f) Operating Agreement of InfiNet Multimedia
Services, LLC dated January 31, 1994.
Incorporated by reference to Exhibit 10(f)
to Registrant's Annual Report Form 10-K
dated March 29, 1994.
(g) Articles of Organization and the Operating
Agreement for Embion of North Carolina, LLC.
Incorporated by reference to Exhibit 10(g)
to Registrant's Annual Report Form 10-K
dated March 29, 1995.
(h) Agreement BellSouth Carolinas PCS Limited
Partnership dated December 8, 1994.
Incorporated by reference to Exhibit 10(h)
to Registrant's Amendment No. 1 to Annual
Report Form 10-K/A dated July 14, 1995.
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
10. (i) Comprehensive Stock Option Plan dated
April 27, 1995. Incorporated by reference
to Exhibit 99.1 to Registrant's Registration
Statement on Form S-8 (No. 33-59645) dated
May 26, 1995.
(j) Employee Stock Purchase Plan dated April 27, 1995.
Incorporated by reference to Exhibit 99.1 to
Registrant's Registration Statement on Form S-8
(No. 33-59643) dated May 26, 1995.
(k) Restricted Stock Award Program dated April 27,
1995. Incorporated by reference to Exhibit 99.1 to
Registrant's Registration Statement on Form S-8
(No. 33-59641) dated May 26, 1995.
11. Computation of Earnings Per Share. E1
12. None
13. None
14. Not Applicable
15. Not Applicable
16. None
17. Not Applicable
18. None
19. Not Applicable
20. None
21. Subsidiaries of the Registrant: E2
The Concord Telephone Company, North Carolina
Concord Telephone Long Distance Company, North
Carolina
CT Cellular, Inc., North Carolina
Carolina Personal Communications, Inc., North
Carolina
CT Cable and Wireless, Inc., North Carolina
22. None
23. None
24. None
25. Not Applicable
26. Not Applicable
27. Financial Data Schedule E3
28. None
99. None
EXHIBIT 11
CT COMMUNICATIONS, INC.
AND SUBSIDIARIES
Computation of Earnings Per Share
Years Ended
December 31 December 31 December 31
1995 1994 1993
Computation of share totals
used in computing earnings
per share:
Weighted average number of
shares outstanding 492,974 491,841 492,040
(Adjusted for stock dividend
September 1, 1994)
Primary average shares
a - Outstanding 492,974 491,841 492,040
Incremental shares arising
from outstanding stock options 4,380 1,673 1,237
b - Totals 497,354 493,514 493,277
c - Net Income $12,923,608 $8,250,400 $7,865,348
Net Income Per Share
Primary - c/a $26.22 $16.77 $15.98
Net Income Per Share
assuming full dilution - c/b $25.98 $16.72 $15.95
EXHIBIT 21
CT COMMUNICATIONS, INC.
AND SUBSIDIARIES
Subsidiaries of the Registrant
Subsidiaries of the Registrant:
The Concord Telephone Company, North Carolina
Concord Telephone Long Distance Company, North Carolina
CT Cellular, Inc., North Carolina
Carolina Personal Communications, Inc., North Carolina
CT Cable and Wireless, Inc., North Carolina
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Appendix A to Item 601(c) of Regulation S-K
Commercial and Industrial Companies
Article 5 of Regulation S-X
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 4,751,204
<SECURITIES> 2,711,699
<RECEIVABLES> 8,978,698
<ALLOWANCES> 100,000
<INVENTORY> 1,803,419
<CURRENT-ASSETS> 18,925,957
<PP&E> 130,301,301
<DEPRECIATION> 72,325,624
<TOTAL-ASSETS> 107,765,477
<CURRENT-LIABILITIES> 12,697,622
<BONDS> 4,074,000
<COMMON> 24,717,000
162,500
1,692,041
<OTHER-SE> 49,863,061
<TOTAL-LIABILITY-AND-EQUITY> 107,765,477
<SALES> 0
<TOTAL-REVENUES> 56,354,801
<CGS> 0
<TOTAL-COSTS> 38,802,557
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 335,958
<INTEREST-EXPENSE> 581,764
<INCOME-PRETAX> 19,777,367
<INCOME-TAX> 6,760,624
<INCOME-CONTINUING> 13,016,743
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,016,743
<EPS-PRIMARY> 26.22
<EPS-DILUTED> 25.18
</TABLE>
