GTE HAWAIIAN TELEPHONE CO INC
10-Q, 1996-11-13
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q

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

For the period ended           September 30, 1996

                                      or

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

For the transition period from        to

Commission File Number             033-00348

                  GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               HAWAII                                         99-0049500
    (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
                                                       

     600 Hidden Ridge, HQE04B12 - Irving, Texas                   75038
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

Registrant's telephone number, including area code            972-718-5600


            (Former name, former address and former fiscal year,
                        if changed since last report)


The registrant, a wholly-owned subsidiary of GTE Corporation, meets the
conditions set forth in General Instruction H(1) (a) and (b) of Form 10-Q and
is therefore filing this form with reduced disclosure format pursuant to
General Instruction H(2).

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
                                                       -----    -----

The Company had 10,000,000 shares of  $25 par value common stock outstanding at
October 31, 1996.  The Company's common stock is 100% owned by GTE Corporation.
<PAGE>   2
PART I.  FINANCIAL INFORMATION

          GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>                                                        
                                           Three Months Ended         Nine Months Ended
                                             September 30,              September 30,
                                         ---------------------     -----------------------
                                           1996         1995         1996          1995
                                         --------     --------     ---------      --------
                                                     (Thousands of Dollars)    
<S>                                      <C>          <C>          <C>           <C>        
REVENUES AND SALES                                                                          
  Local services                         $ 60,477     $ 59,567     $ 180,583     $ 178,459   
  Network access services                  37,226       33,900       109,705        99,771   
  Toll services                            23,252       26,072        69,498        74,173   
  Other services and sales                 32,586       33,184       113,115       110,080  
                                         --------     --------     ---------      --------
   Total revenues and sales               153,541      152,723       472,901       462,483  
                                         --------     --------     ---------      --------
                                                                                            
OPERATING COSTS AND EXPENSES                                                                
  Cost of services and sales               63,350       71,244       194,654       197,494  
  Selling, general and administrative      26,906       25,504        83,398        86,840   
                                                                                            
  Depreciation and amortization            31,788       30,339        93,435        90,391   
                                         --------     --------     ---------      --------
   Total operating costs and expenses     122,044      127,087       371,487       374,725  
                                         --------     --------     ---------      --------
OPERATING INCOME                           31,497       25,636       101,414        87,758   
                                                                                            
OTHER (INCOME) EXPENSE                                                                      
                                                                                            
  Interest - net                            8,932       10,267        29,136        29,666   
  Other - net                                (613)        (523)           (3)         (787)   
                                         --------     --------     ---------      --------
INCOME BEFORE INCOME TAXES                 23,178       15,892        72,281        58,879   
  Income taxes                              7,697        2,935        24,245        15,294   
                                         --------     --------     ---------      --------
NET INCOME                               $ 15,481     $ 12,957     $  48,036      $ 43,585  
                                         ========     ========     =========      ========
</TABLE>                                                                     
                                                                             
                                               



      Per share data is omitted since the Company's common stock is 100%
                       owned by GTE Corporation (GTE).

           See Notes to Condensed Consolidated Financial Statements.

                                       1
<PAGE>   3
         GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                            (Dollars in Millions)

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                          Nine Months Ended  
                                            September 30,    
                                          ------------------ 
                                           1996        1995   
                                          ------      ------ 
         <S>                              <C>         <C>    
         Net income                       $ 48.0      $ 43.6 
</TABLE>                                                     

Net income increased 10% or $4.4 for the nine months ended September 30, 1996,
compared to the same period in 1995.  The increase is primarily the result of
higher network access service revenues and favorable operating expenses,
partially offset by lower toll service revenues and higher income tax expense.

Revenues and Sales
<TABLE>
<CAPTION>
                                           Nine Months Ended    
                                             September 30,      
                                          -------------------   
                                           1996         1995    
                                          -------     -------   
         <S>                              <C>         <C>       
         Local services                   $ 180.6     $ 178.4   
         Network access services            109.7        99.8   
         Toll services                       69.5        74.2   
         Other services and sales           113.1       110.1   
                                                                
          Total revenues and sales        $ 472.9     $ 462.5   
</TABLE>

Total revenues and sales increased 2% or $10.4 for the nine months ended
September 30, 1996, compared to the same period in 1995.

Local service revenues increased 1% or $2.2 for the nine months ended September
30, 1996, compared to the same period in 1995.  The number of switched access
lines increased 3% for the nine months ended September 30, 1996, which
generated additional revenues of $3.9.  Partially offsetting this increase are
lower private line revenues of $1.8.

Network access service revenues increased 10% or $9.9 for the nine months ended
September 30, 1996, compared to the same period in 1995.  The increase is
primarily a result of an 11% increase in minutes of use, which generated $5.7
in additional revenues.  The increase is also attributable to a $4.2 increase
in special access revenues associated with growth in special access lines.

Toll service revenues decreased 6% or $4.7 for the nine months ended September
30, 1996, compared to the same period in 1995, primarily as a result of
optional discount calling plans and lower domestic toll volumes resulting from
continued competition with long distance carriers authorized to provide
interisland toll service on a 10XXX and 1+ basis.

Other services and sales revenues increased 3% or $3 for the nine months ended
September 30, 1996, compared to the same period in 1995, primarily as a result
of $3.2 in additional revenues from international service contracts initiated
in the second half of 1995.  Revenues also increased $2.6 from growth in sales
of radio paging and voice messaging services.  Partially offsetting these
increases are $3.9 of lower directory advertising revenues recognized in 1996.


                                       2
<PAGE>   4
          GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)


Operating Costs and Expenses
<TABLE>
<CAPTION>
                                                  Nine Months Ended 
                                                    September 30,   
                                                 -------------------
                                                  1996         1995 
                                                 -------     -------
         <S>                                     <C>         <C>    
         Total operating costs and expenses      $ 371.5     $ 374.7
</TABLE>

Total operating costs and expenses decreased 1% or $3.2 for the nine months
ended September 30, 1996, compared to the same period in 1995.  The reduction
in operating costs and expenses is primarily driven by a decrease in labor
costs of $4 associated with productivity gains from process re-engineering and
other cost containment programs, and by lower product sales expense of $2.1.
In addition, settlement gains of $0.2 were recorded in the first quarter of
1996 which resulted from lump-sum payments from the Company's pension plans.
These expense reductions are partially offset by higher depreciation expense of
$3.1.

Income Taxes
<TABLE>
<CAPTION>
                                                  Nine Months Ended 
                                                    September 30,   
                                                 -------------------
                                                  1996         1995 
                                                 ------      -------
         <S>                                     <C>         <C>    
         Income taxes                            $ 24.2      $ 15.3
</TABLE>

Income taxes increased 58% or $8.9 for the nine months ended September 30,
1996, compared to the same period in 1995, primarily due to a higher pre-tax
income and adjustments to prior years' tax provision.

OTHER MATTERS

As previously reported, results for 1993 included a one-time pre-tax
restructuring charge of $78.3, which reduced net income by $48.2, primarily for
incremental costs related to implementation of the Company's three year
re- engineering plan.  The re-engineering plan will redesign and streamline
processes to improve customer responsiveness and product quality, reduce the
time necessary to introduce new products and services and further reduce costs.
The major components of the estimated cost to implement the re-engineering plan
and activity since inception are as follows (dollars in millions):

<TABLE>
<CAPTION>
                        December 31,      1994 and       December 31,          1996        September 30,
     Component              1993        1995 Activity        1995            Activity          1996
- --------------------    --------------  -------------    --------------     -----------    --------------
<S>                     <C>             <C>              <C>                <C>            <C>
Customer service        $         52.8  $       (28.5)   $         24.3     $      (9.3)   $         15.0
Administrative                    19.0           (3.9)             15.1            (1.9)             13.2
Other                              6.5           (6.5)               --              --                --
                        --------------  -------------    --------------     -----------    --------------
    Total               $         78.3  $       (38.9)   $         39.4     $     (11.2)   $         28.2
                        ==============  =============    ==============     ===========    ==============
</TABLE>

Implementation of the re-engineering plan began during 1994 and is expected to
be substantially completed by the end of 1996.  Costs of $50.1 have been
incurred since the plan's inception.  These expenditures were primarily
associated with the closure and relocation of various service centers, software
enhancements and separation benefits related to employee reductions.  As of
September 30, 1996, $28.2 remains in the restructuring reserve which management
believes is adequate to cover future expenditures.

                                       3
<PAGE>   5

          GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)


On August 8, 1996, the Federal Communications Commission (FCC) published its 
Report and Order (Order) containing rules implementing Section 251 of the
Telecommunications Act of 1996 (the Telecommunications Act) dealing with
interconnection, unbundling of network elements and wholesale prices and other
terms for competitive entry into local-exchange service (Competitive Entry
Terms). On August 9, 1996, the FCC released its Second Report and Order
implementing the provision of number portability and dialing parity in accord
with the Telecommunications Act.

GTE believes that if the Order were implemented as drafted, it would cause
irreparable harm to local-exchange carriers (LECs) by providing unfair
advantages to other carriers who will compete with the LECs in providing local
service in the LEC's local territory.

On September 16, 1996, GTE filed an appeal and motion for stay of the Order 
with the United States Court of Appeals for the District of Columbia.  This
appeal argued that the FCC had no jurisdiction to impose national pricing rules
for what is essentially local service. This appeal was subsequently transferred
to the Court of Appeals for the Eighth Circuit together with appeals by other
LECs and state regulatory commissions. On October 15, 1996, the Eighth Circuit
granted a partial stay.  The stay delays implementation of the Order's pricing
provisions and associated rules, as well as the rules requiring GTE and other
LECs to permit requesting carriers to select terms and conditions from various
agreements between them and other carriers for purposes of interconnection.
Additionally, the Court scheduled oral argument on the merits for the week of
January 13, 1997.  On November 12, 1996, the Supreme Court denied applications
to vacate the stay filed by the FCC and various companies seeking to enter the
local-exchange business.

While GTE cannot predict the outcome of the Court's final decision, GTE intends
to continue to vigorously present its position in Court.

GTE is continuing to negotiate with requesting carriers over the terms of
interconnection, unbundled network elements and resale rates.  In some cases,
the parties have been unable to agree within the statutory period for
negotiation and have gone to arbitration before various state regulatory
commissions, including Hawaii.  It is expected that in December 1996, the first
state commission decision determining the prices and terms of unresolved issues
will be released.  Subsequent decisions are expected to be issued over a period
extending through the first quarter of 1997.

On May 15, 1996, GTE, through a separate subsidiary, began offering long
distance to its customers in Hawaii, marketed under the name GTE Easy Savings
Plan(service mark).  GTE plans to offer this service by December 31, 1996 in
all 50 states, including the 28 states where it currently offers local telephone
service.

During the first quarter of 1996, the Company purchased the remaining shares of
common stock outstanding in its subsidiary, Micronesian Telecommunications
Corporation (MTC).

The Company submitted its 1996 annual interstate access filing on April 2,
1996, utilizing the FCC interim price cap rules.  In doing so, the Company
changed its productivity factor from 5.3% to 4.0% for its subsidiary, MTC.  On
June 24, 1996, the FCC ordered all LECs subject to price cap regulation,
including the Company, to update their GDP-PI inflation factors through the
fourth quarter of 1995.  Overall, the final 1996 interstate access filing
resulted in an annual price increase of  $1, effective July 1, 1996.



                                       4
<PAGE>   6
          GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)


On September 29, 1995, the Company filed an application to increase its rates
by $74 in its 1995 Rate Case.  The Public Utilities Commission of the State of
Hawaii (PUC) approved bifurcation of the proceeding into a revenue requirement
phase (Phase I) and a rate design phase (Phase II).  The PUC held public
hearings on Phase I in late 1995.  The Department of Defense (DOD), AT&T
Communications of Hawaii (AT&T) and Pacwest Telecommunications Corporation
(Pacwest) filed motions to intervene in this proceeding.  On January 12, 1996,
the PUC granted the DOD intervention in both phases but limited AT&T and
Pacwest to participating in the formulation of issues for Phase I.  The PUC
indicated that after the issues are approved, AT&T and Pacwest may file motions
to intervene if it appears that the issues will significantly impact their
interests.  On March 22, 1996, the PUC approved another request by AT&T for
participation in the Company's rate case.  The PUC, however, limited the scope
of AT&T's participation only to issues relating to cost allocations,
jurisdictional separations, and competitive impacts.  The PUC denied a similar
second request by Pacwest to participate in the Company's rate case.

In May 1996, the other parties in the proceeding filed their positions on the
Company's proposed increase.  On   July 26, 1996, the Company filed a
stipulation with the PUC requesting approval of an agreement reached with the
Division of Consumer Advocacy, DOD and AT&T that resolves most of the issues
presented in the Company's Rate Case.  Based on the issues resolved, the
parties agreed the Company is entitled to an interim revenue increase of $17.9.
This figure is based on $10.1 for the agreed upon issues plus an additional
$7.8 to allow the Company to recover depreciation expense at levels currently
authorized by the PUC.  On August 1, 1996, the PUC adopted the agreement with
the interim revenue increase of $17.9.  The four remaining issues before the
PUC pending a final decision are hurricane Iniki recovery, interisland fiber
recovery, depreciation expense levels and incentive compensation recovery.  The
Company anticipates that it will file its Phase II proposal by year end 1996.

On March 1, 1996, the PUC ordered the Company to implement 1+ and 0+ equal
access within the state by        May 1, 1996.  On March 11, 1996, the Company
filed a motion for stay of proceedings and for reconsideration of the PUC's
order.  On April 19, 1996, the PUC denied the Company's motion for stay of the
order.  Effective       July 10, 1996, the Company implemented 1+ and 0+ equal
access.

On May 11, 1993, the PUC initiated a communications infrastructure proceeding
which was intended to investigate such issues as: what markets should be opened
to competition; who should be allowed to compete in those markets; and what
rules, if any, should apply.  On May 17, 1996, the PUC formally adopted new
administrative rules governing telecommunications competition and establishing
a universal service fund in Hawaii.  Since June 3, 1996, the effective date of
the new rules, the PUC granted certificates of authority to twenty five
applicants to operate as resellers of telecommunications services.  As many as
nine more applications for certificates of authority remain pending before the
Commission.

On June 12, 1996, the PUC issued its decision and order implementing their new
administrative rules.  Among its provisions, the order approved the Company's
cost recovery tariff and denied interexchange carriers' requests for
"discounted" or impaired intrastate access rates.  It further required the
Company to implement remote call forwarding within six months as an interim
measure pending full number portability and to file various position papers
concerning recovery of the undepreciated balance of its facilities, rate
restructuring, and universal service.  In addition, the PUC ordered the parties
to meet informally to arrive at a consensus on unbundling the Company's network
functions and services. Position statements were filed by the Company in July
relating to equal access cost recovery and impaired assets.  In August 1996,
the Company also filed position statements relating to revenue neutral rate
rebalancing, universal service, and the classification of services into
non-competitive, partially competitive and fully competitive categories.
Collaborative meetings with the PUC, Consumer Advocate and


                                       5
<PAGE>   7
          GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)


various parties were held in July to discuss issues related to unbundling of
the local network.  On June 24, 1996, the Company filed a Motion for
Reconsideration of the PUC's June 12, 1996 order.   On August 30, 1996, the PUC
ruled in the Company's favor on the majority of the issues raised in the
Company's Motion for Reconsideration.

On July 15, 1996, as part of a pilot project, the PUC selected TelHawaii
Incorporated (TelHawaii) as the alternative provider of telecommunications
services and as the carrier of last resort (COLR) in the Ka'u area of the
island of Hawaii, effective May 15, 1997.  The Company must continue to provide
service in the Ka'u area while TelHawaii seeks federal universal service
funding.  The PUC further required the Company and TelHawaii to negotiate all
necessary agreements including, as required or appropriate, an agreement for
the transfer to or use by TelHawaii of the Company's assets and agreements for
extended area service, directory assistance and publications, interconnection,
enhanced 911, and telecommunications relay services.  The Company intends to
continue offering a competitive alternative for Ka'u customers even after
TelHawaii begins providing alternative telecommunications services as a COLR.
On July 25, 1996, the Company filed a Motion for Reconsideration/Clarification
of the Commission's July 15, 1996 order selecting TelHawaii as the alternative
provider of telecommunications services and as the COLR in the Ka'u area of the
island of Hawaii.

On August 16, 1996, the Company filed its Notice of Appeal of the PUC's orders
selecting TelHawaii as the alternative provider of the Ka'u area.  The Company
is appealing the PUC's order on the basis that the Company opposes the effective
taking of its property by forced sale of its assets in Ka'u.  On September 5,
1996, the Company filed an Expedited Motion for Stay Pending Appeal and an
Emergency Motion for Temporary Stay Pending Supreme Court Review of the
Expedited Motion.

On September 16, 1996, the PUC ordered the Company to show cause why it should
not pay a fine for not complying with the Commission's prior order to respond
to information requests issued by TelHawaii.  A hearing was held on September
30, 1996 with an order from the PUC assessing a $0.3 fine on the Company.  The
Company paid the fine under protest on October 3, 1996, and filed a Motion for
Reconsideration on the PUC's order on October 3, 1996 due to the legal grounds
for noncompliance with the PUC's order.

On July 16, 1996, the Company filed its tariff on implementation of Minimum
Point of Entry (MPOE).  The filing provides for further opening of the
competitive telecommunications arena in Hawaii for inside wire, intra building
cable and multi-unit locations.  November 18, 1996 is the proposed effective
date of the tariff which is pending PUC approval.  The proposed implementation
period for MPOE begins January 1, 1997 and extends over a five year period.


                                       6
<PAGE>   8
          GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            September 30,    December 31,     
                                                                 1996            1995         
                                                           --------------    ------------
                                                              (Thousands of Dollars)            
<S>                                                        <C>                <C>              
                                ASSETS                                                          

CURRENT ASSETS:                                                                                 
  Cash and temporary investments                           $     21,362      $      4,515   
  Receivables, less allowances of $6,931 and $6,338             149,825           150,560   
  Inventories and supplies                                       12,419             8,829   
  Deferred income tax benefits                                    1,726            18,157   
  Prepaid taxes and other                                        23,146            15,327 
                                                           ------------      ------------  
   Total current assets                                         208,478           197,388   
                                                           ------------      ------------  
PROPERTY, PLANT AND EQUIPMENT, at cost                        2,002,270         1,967,801   
  Accumulated depreciation                                   (1,210,158)       (1,158,356)   
                                                           ------------      ------------  
                                                                                            
   Total property, plant and equipment, net                     792,112           809,445   
                                                           ------------      ------------  
OTHER ASSETS, primarily employee benefit plans                  167,760           147,982   
                                                           ------------      ------------  
Total assets                                               $  1,168,350      $  1,154,815   
                                                           ============      ============
                                                                                            
                                                                                            
                 LIABILITIES AND SHAREHOLDER'S EQUITY                                       
                                                                                            
CURRENT LIABILITIES:                                                                        
  Short-term obligations, including current maturities     $     37,964      $    123,764   
  Accounts payable                                               32,728            37,531   
  Taxes payable                                                   8,075            15,927   
  Accrued interest                                                6,015            11,786   
  Accrued payroll costs                                          29,648            31,351   
  Dividends payable                                               4,093                --   
  Accrued restructuring costs                                    28,161            39,353   
  Other                                                          31,097            30,771   
                                                           ------------      ------------  
   Total current liabilities                                    177,781           290,483   
                                                           ------------      ------------  
                                                                                            
  Long-term debt                                                513,700           482,412   
  Deferred income taxes                                          98,347            78,114   
  Other liabilities                                              40,473            30,378   
                                                           ------------      ------------  
   Total liabilities                                            830,301           881,387   
                                                           ------------      ------------  
SHAREHOLDER'S EQUITY:                                                                       
  Common stock (10,000,000 shares issued)                       250,000           250,000   
  Additional paid-in capital                                     91,146            41,146   
  Retained deficit                                               (3,097)          (17,718)   
                                                           ------------      ------------  
   Total shareholder's equity                                   338,049           273,428   
                                                           ------------      ------------  
Total liabilities and shareholder's equity                 $  1,168,350      $  1,154,815   
                                                           ============      ============  
</TABLE>
                                                                              
                                                                       
           See Notes to Condensed Consolidated Financial Statements.

                                       7
<PAGE>   9
          GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
                CONDENSED CONSOLIDATED  STATEMENTS OF CASH FLOWS

<TABLE>                                                                
<CAPTION>                                                              
                                                                           Nine Months Ended
                                                                             September 30,
                                                                       --------------------------
                                                                          1996            1995
                                                                       ----------      ----------
                                                                         (Thousands of Dollars)
<S>                                                                     <C>            <C>
OPERATIONS                                                             
                                                                                      
  Net income                                                            $  48,036      $  43,585
  Adjustments to reconcile net income                                               
  to net cash from operations:                                                      
   Depreciation and amortization                                           93,435         90,391
   Deferred income taxes                                                   33,074         12,151
   Provision for uncollectible accounts                                     7,325          8,701
   Change in current assets and current liabilities                       (58,441)        (6,105)
   Other - net                                                            (14,351)       (14,846)
                                                                        ---------      ---------
                                                                                    
   Net cash from operations                                               109,078        133,877
                                                                        ---------      ---------
                                                                                    
INVESTING                                                                           
   Capital expenditures                                                   (70,227)       (83,091)
   Purchase of MTC stock                                                     (450)            --
                                                                        ---------      ---------
   Net cash used in investing                                             (70,677)       (83,091)
                                                                        ---------      ---------
                                                                                    
                                                                                    
FINANCING                                                                           
   Long-term debt issued                                                  148,353        148,236
   Long-term debt retired                                                (147,173)        (6,914)
   Dividends                                                              (29,322)       (23,693)
   Capital contribution from GTE                                           50,000             --
   Decrease in short-term obligations, excluding current maturities       (53,155)      (172,261)
   Other - net                                                              9,743             --
                                                                        ---------      ---------
   Net cash used in financing                                             (21,554)       (54,632)
                                                                        ---------      ---------
                                                                                    
Increase (decrease) in cash and temporary investments                      16,847         (3,846)
                                                                                    
Cash and temporary investments:                                                     
   Beginning of period                                                      4,515          7,709
                                                                        ---------      ---------
   End of period                                                        $  21,362      $   3,863
                                                                        =========      =========
</TABLE>                                                             
                                                                     
                                                                     


           See Notes to Condensed Consolidated Financial Statements.

                                       8
<PAGE>   10
          GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)  The unaudited condensed consolidated financial statements included herein
     have been prepared by the Company pursuant to the rules and regulations of
     the Securities and Exchange Commission.  Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations.  However, in
     the opinion of management of the Company, the condensed consolidated
     financial statements include all adjustments, which consist only of normal
     recurring accruals, necessary to present fairly the financial information
     for such periods.  These condensed consolidated financial statements
     should be read in conjunction with the financial statements and the notes
     thereto included in the Company's 1995 Annual Report on Form 10-K.

(2)  On April 1, 1996, the Company redeemed prior to stated maturity its $35
     million Series V 8.5% first mortgage bond.  On June 1, 1996, the Company
     redeemed prior to stated maturity its $75 million Series AA 9.0% first
     mortgage bond.  The Company issued $150 million of 7 3/8% debentures in
     September 1996 to refinance this high coupon debt.  In anticipation of
     this refinancing program, the Company entered into forward contracts to
     sell $150 million of U.S.  Treasury bonds in order to hedge against future
     changes in market interest rates.  A gain of approximately $9 million
     occurred upon the settlement of the forward contracts and will be
     amortized over the life of the associated refinanced debt as an offset to
     interest expense.  In August 1996, the Company received a capital
     contribution of $50 from GTE to improve the Company's financial position.

(3)  Reclassifications of prior year data have been made, where appropriate, to
     conform to the 1996 presentation.





                                       9
<PAGE>   11
PART II.  OTHER INFORMATION

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

   (a)   Exhibits required by Item 601 of Regulation S-K.

         (12)   Statement re: Calculation of the Consolidated Ratio of
                Earnings to Fixed Charges

         (27)   Financial Data Schedule

   (b)   The Company filed a report on Form 8-K dated July 1, 1996, under
         Item 7, "Financial Statements and Exhibits."  No financial information
         was included with this report.





                                       10
<PAGE>   12
                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                               GTE Hawaiian Telephone Company Incorporated
                               -------------------------------------------
                                              (Registrant)
                               
                               
Date:  November 13, 1996                 William M. Edwards, III
     -------------------       -------------------------------------------
                                         William M. Edwards, III
                                       Vice President - Controller
                                     (Principal Accounting Officer)
                                        
                                        



                                       11
<PAGE>   13
                                 EXHIBIT INDEX

     Exhibit
     Number                                     Description
- ------------------        ------------------------------------------------------

        12                Statement re: Calculation of the Consolidated Ratio 
                          of Earnings to Fixed Charges

        27                Financial Data Schedule



<PAGE>   1
                                                                      Exhibit 12


                GTE HAWAIIAN TELEPHONE COMPANY AND SUBSIDIARIES
        STATEMENT OF THE CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

                             (Thousands of Dollars)

<TABLE>                                       
<CAPTION>                                     
                                                    Nine Months Ended
                                                    September 30, 1996
                                                    ------------------
<S>                                                     <C>         
Net earnings available for fixed charges:                           
  Income from continuing operations                     $    48,036 
  Add - Income taxes                                         24,245 
      - Fixed charges                                        34,485 
                                                        ----------- 
Adjusted earnings                                       $   106,766 
                                                        =========== 
Fixed charges:                                                      
  Interest expense                                      $    31,072 
  Portion of rent expense                                           
     representing interest                                    3,413 
                                                        ----------- 
Adjusted fixed charges                                  $    34,485 
                                                        =========== 
                                                                    
RATIO OF EARNINGS TO FIXED CHARGES                             3.10 
</TABLE>                                                            
                                                                      
                                                    

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          21,362
<SECURITIES>                                         0
<RECEIVABLES>                                  156,756
<ALLOWANCES>                                     6,931
<INVENTORY>                                     12,419
<CURRENT-ASSETS>                               208,478
<PP&E>                                       2,002,270
<DEPRECIATION>                               1,210,158
<TOTAL-ASSETS>                               1,168,350
<CURRENT-LIABILITIES>                          177,781
<BONDS>                                        513,700
                                0
                                          0
<COMMON>                                       250,000
<OTHER-SE>                                      88,049
<TOTAL-LIABILITY-AND-EQUITY>                 1,168,350
<SALES>                                        472,901
<TOTAL-REVENUES>                               472,901
<CGS>                                          194,654
<TOTAL-COSTS>                                  371,487
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              29,136
<INCOME-PRETAX>                                 72,281
<INCOME-TAX>                                    24,245
<INCOME-CONTINUING>                             48,036
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    48,036
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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