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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: DECEMBER 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 0-19179
CT COMMUNICATIONS, INC.
- -----------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
North Carolina 56-1837282
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
68 Cabarrus Avenue, East, Concord, North Carolina 28025
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(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:
Title of each class: Name of exchange on which registered:
- ------------------------ -------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
CLASS B NONVOTING COMMON STOCK
------------------------------
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
-----
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. [ ]
The aggregate market value of the voting stock held by
nonaffiliates of the Registrant: The Registrant's Voting Common
Stock is infrequently traded, and there is no established market
for such shares. However, using the sale price of $180 per share
on March 19, 1997 for the Class B Nonvoting Common Stock (the
last sale known to the Registrant) and not granting a premium for
voting rights, the aggregate market value of the Registrant's
Voting Common Stock held by Non-Affiliates is $21,716,640
(120,648 x $180).
As of February 28, 1997, the Registrant had outstanding 227,019
shares of Voting Common Stock and 1,258,180 shares of Class B
Nonvoting Stock.
CT COMMUNICATIONS, INC.
AND CONSOLIDATED SUBSIDIARIES
Form 10-K for the Fiscal Year ended December 31, 1996
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business........................................... 3
Item 2. Properties......................................... 13
Item 3. Legal Proceedings.................................. 14
Item 4. Submission of Matters to a Vote of Security Holders 15
PART II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters................................ 15
Item 6. Selected Financial Data............................ 17
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 18
Item 8. Financial Statements and Supplementary Data........ 27
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................ 27
PART III
Item 10. Directors and Executive Officers of the Registrant. 27
Item 10A. Section 16(a) Beneficial Ownership Reporting
Compliance......................................... 30
Item 11. Executive Compensation............................. 31
Item 12. Security Ownership of Certain Beneficial Owners and
Management......................................... 33
Item 13. Certain Relationships and Related Transactions..... 37
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K........................................ 38
PART I
ITEM 1. BUSINESS
GENERAL. CT Communications, Inc. (the "Registrant") is a
holding company providing telecommunications services and
communications systems and products through six wholly owned
subsidiaries: The Concord Telephone Company ("CTC"); CTC Long
Distance Services, Inc. ("CTC LDS"); Carolinas Personal
Communications, Inc. (doing business as "CT Wireless, Inc.")
("CPC"); CT Wireless Cable, Inc. ("CT Wireless Cable"); CT
Cellular, Inc. ("CT Cellular"); and CTC Exchange Services, Inc.
("CTC Exchange").
CTC provides local and toll telephone service and network
access services in a territory covering approximately 705 square
miles in Cabarrus, Stanly, Rowan Counties, North Carolina (the
"CTC Service Area"). CTC LDS provides long distance telephone
service to residential and business subscribers throughout the
CTC Service Area, as well as in various other markets surrounding
the CTC Service Area. CPC manages the Registrant's ongoing
efforts to develop, construct and operate a personal
communication service ("PCS") system. CPC also markets and sells
PCS services in a specified Major Trading Area ("MTA") on behalf
of BellSouth Carolinas PCS Limited Partnership (the "BellSouth
Partnership"). CT Wireless Cable holds the Registrant's interest
in Wireless One of North Carolina, LLC ("WONC"), a limited
liability company formed to provide wireless cable television
service in North Carolina. Similarly, CT Cellular holds the
Registrant's general partnership interests in certain
partnerships that provide cellular mobile telephone services in
two North Carolina Rural Service Areas ("RSAs"). Finally, upon
receipt of certain required state certifications, CTC Exchange
will compete as a local telephone service provider in small to
medium-sized markets beyond the CTC Service Area.
The Registrant is incorporated under the laws of North
Carolina and was organized in 1993 pursuant to the corporate
reorganization of CTC into a holding company structure. Pursuant
to the reorganization, CTC and CTC LDS each became a direct,
wholly owned subsidiary of the Registrant. CT Cellular was
organized as a wholly owned subsidiary of the Registrant in 1994,
while CPC and CT Wireless Cable were both organized as wholly
owned subsidiaries of the Registrant in 1995. CTC Exchange was
organized as a wholly owned subsidiary of the Registrant on
January 23, 1997.
At December 31, 1996, the Registrant and its subsidiaries
had total consolidated assets of $115,063,963 and had
approximately 370 employees. The Registrant has its principal
executive offices at 68 Cabarrus Avenue East, Concord, North
Carolina 28205 (telephone number: 704-782-7000).
LEGISLATIVE AND REGULATORY DEVELOPMENTS. The Registrant's
business continued to undergo significant changes during 1996.
These changes are primarily the result of the Registrant's
efforts to take advantage of fundamental statutory, regulatory
and technological developments currently taking place in the
telecommunications industry.
THE TELECOMMUNICATIONS ACT OF 1996. The Telecommunications
Act of 1996 (the "Telecom Act") was enacted on February 8, 1996.
The Telecom Act mandates significant changes in existing
regulation of the telecommunications industry to promote
competitive development of new service offerings, to expand
public availability of telecommunications services and to
streamline regulation of the industry.
The Telecom Act provides that implementing its legislative
objectives will be the task of the FCC, the state public
utilities commissions and a federal-state joint board. The FCC
released a tentative implementation schedule on February 12,
1996. Much of this implementation must be completed in numerous
virtually simultaneous proceedings with 6 to 18 month deadlines.
These proceedings address issues and proposals already before the
FCC in pending rulemaking proceedings affecting the wireless
industry as well as additional areas of telecommunications
regulation not previously addressed by the FCC and the states.
The primary purpose and effect of the new law is to open all
telecommunications markets to competition--including local
telephone service. The Telecom Act makes all state and local
barriers to competition unlawful, whether they are direct or
indirect. It directs the FCC to hold notice and comment
proceedings and to preempt all inconsistent state and local laws
and regulations.
Each state retains the power to impose "competitively
neutral" requirements that are both consistent with the Telecom
Act's universal service provision and necessary for universal
service, public safety and welfare, continued service quality and
consumer rights. While a state may not impose requirements that
effectively function as barriers to entry or create a competitive
disadvantage, the scope of state authority to maintain existing
or adopt new requirements under this section is not clearly
spelled out. In addition, before it preempts a state or local
requirement as violating the entry barrier prohibition, the FCC
must hold a notice and comment proceeding.
The FCC is required to forbear from applying any statutory
or regulatory provision that is not necessary to keep
telecommunications rates and terms reasonable or to protect
consumers. A state may not apply a statutory or regulatory
provision that the FCC decides to forbear from applying. In
addition, the FCC must review its telecommunications regulations
every two years and repeal or modify any that it deems no longer
necessary in the public interest.
The Telecom Act establishes a general duty of all
telecommunications carriers to interconnect with other carriers.
Congress has also developed a detailed list of requirements with
respect to the interconnection obligations of local exchange
carriers ("LECs"). These interconnection obligations include
resale, number portability, dialing parity, access to
rights-of-way and reciprocal compensation.
LECs designated "incumbents" have additional obligations: to
negotiate in good faith; to interconnect on terms that are
reasonable and non-discriminatory; to provide non-discriminatory
access to "facilities, equipment, features, functions and
capabilities" on an unbundled basis so that they can be combined
in a manner that a requesting telecommunications carrier sees
fit; to offer for resale at wholesale rates any service that LECs
provide on a retail basis and not subject to unreasonable or
discriminatory conditions; and to provide actual collocation of
equipment necessary for interconnection or access.
The Telecom Act establishes a framework for state
commissions to mediate and arbitrate negotiations between
incumbent LECs and carriers requesting interconnection, services
or network elements. The Telecom Act establishes deadlines,
policy guidelines for state commission decision making and
recourse to the FCC in the event a state commission fails to act.
In addition to opening up local exchange markets, the
Telecom Act contains provisions for (i) updating and expanding
telecommunications service guarantees, (ii) removing certain
restrictions relating to AT&T former operating companies
resulting from the antitrust consent decree issued by the federal
courts in 1984, (iii) the entry of telephone companies into video
services, (iv) the entry of cable television operators into other
telecommunications industries, (v) changes in the rules for
ownership of broadcasting and cable television operations, and
(vi) changes in the regulations governing cable television.
On August 8, 1996, the FCC adopted a number of
interconnection obligations that require LECs to provide physical
or virtual collocation of equipment necessary for
interconnection, as well as a technically feasible method of
interconnection requested by a competitive telephone service
provider. LECs are also obligated to enter into reciprocal
cost-based compensation arrangements with competitive service
providers for the transport and termination of "local" traffic.
If the LEC refuses to enter into such an agreement with a
competitor, the competitor may require the state government to
serve as an arbitrator. The FCC also adopted specific
methodologies to determine resale discounts and pricing for
unbundled network elements in transactions between incumbent LECs
and competing service providers.
The FCC's new interconnection rules are currently being
challenged in court by several LECs and state regulatory
authorities, and the outcome of those appeals cannot be
predicted.
Although certain interpretive issues under the Telecom Act
have not yet been resolved, it is already apparent that the
requirements of the Telecom Act will lead to increased
competition among providers of local telecommunications services
and will simplify the process of switching from incumbent local
exchange carrier services to those offered by competitive access
providers and competitive local exchange carriers. In light of
the foregoing, the Registrant continued its efforts in 1996 not
only to improve its competitive position in the local telephone
service business, but also to take advantage of opportunities
that are developing in connection with other newly emerging
telecommunications technologies.
THE CONCORD TELEPHONE COMPANY
GENERAL. CTC, the Registrant's principal subsidiary, was
originally organized in 1897 and provides local telephone and
intraLATA (Local Access and Transport Area) toll service, access
service to other carriers, as well as telephone and
equipment sales and leasing to customers who are primarily
residents of Cabarrus, Stanly and Rowan counties in North
Carolina. As of December 31, 1996, CTC served 96,547 access
lines within its Service Area. This figure represents a 5.4%
increase from December, 31, 1995.
To support the ongoing growth in the CTC Service Area, CTC
invested more than $11.3 million in circuit and switching
technology and expanded the total fiber network in 1996 to more
than 8,100 fiber miles. In addition, CTC adopted
state-of-the-art Nortel DMS digital switching equipment as its
next generation switching platform, with initial implementation
to begin in mid- 1997 and continue for approximately five years.
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 the territory which CTC
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 1996, CTC continued to enhance its services for
residential and business customers. These improvements included
the introduction of "Caller ID" for effective screening of
in-coming calls, expansion of voice mail options, including
community or broadcast voice mail, creation of CTC's own branded
paging service and planning for an enhanced next generation
billing system, which is expected to be fully implemented during
1997 to support new services.
REQUEST FOR NEW RATE PLAN. On November 1, 1996, CTC filed a
price regulation plan (the "Plan") with the North Carolina
Utilities Commission ("NCUC") seeking permission to become
regulated based on prices rather than traditional rate base rate
of return regulation. This Plan would expand the area in which
customers can call without paying long distance charges by
including all of CTC's exchanges in its toll-free area. The Plan
also proposes to expand CTC's metro area. Under the Plan, the
metro area, which already includes Charlotte, would be expanded
to include Matthews, Huntersville, Davidson and other surrounding
communities. The Plan proposes to offer customers 30 minutes of
free calling each month in the metro area. Furthermore, metro
calling rates would be simplified under the Plan, with calling
plans tailored to meet individual needs. Customers would be able
to select a predetermined number of minutes for a flat monthly
rate based on their needs and purchase additional minutes for as
little as $.07 each. For very heavy callers, CTC proposes to
offer unlimited metro calling packages for residential customers
only. In addition to the foregoing, the Plan proposes to
eliminate the separate charge for touch-tone calling and to
reduce charges for long-distance calls into a broader calling
zone that extends into Western North Carolina.
Under the new rate structure proposed in the Plan, CTC's
residential customers, except those in the Harrisburg exchange,
would pay $10.50 per month for basic local service, including
touch-calling. Harrisburg customers would pay a slightly higher
charge of $12.00 per month, because these customers would be able
to call more customers under that community's basic plan. Under
the current rate structure, CTC's residential customers pay
approximately $7.00 per month for basic local service, plus a
separate charge of $.50 per month for touch-calling. Although
the rate structure set forth in the Plan reflect an increase for
basic service, other changes in the Plan will offset these
increases for many customers and would initially reduce the
Registrant's revenues by approximately $696,000 per year.
A driving force behind the Registrant's new rate plan is
customer demand for expanded calling options to areas beyond
their home communities. Recent legislative developments are
helping to make it possible for the Registrant to meet this type
of customer demand. 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" (the "NC Act"). Under this new
legislation which officially took effect in July 1996, telephone
companies are given greater flexibility in setting their price
structures, which is a key element in the Registrant's ability to
offer expanded services. In exchange for greater flexibility in
setting prices, however, local telephone companies must agree to
open their markets to competition for local dial tone service --
the last area of telecommunications services to be deregulated.
Although the Plan will require that CTC open its markets to
competition for local dial-tone services, management believes CTC
can compete in emerging markets by rebalancing rates and still
sustain local rates that are affordable. A public hearing was
held in Concord by the NCUC in March 1997, and a final ruling on
the Plan by the NCUC is expected in June 1997. There can be no
assurance that the NCUC will approve the Plan as proposed.
PRESENT SCHEME OF REGULATION. If the Plan is rejected by
the NCUC, CTC will continue to be regulated according to a
traditional rate base rate of return scheme of regulation as a
Rural Telephone Company as defined in the Telecom Act and the NC
Act.
The Registrant qualifies as a Rural Telephone Company under
the Telecom Act on two separate grounds (either one of which, by
itself, would be adequate to qualify as a Rural Telephone
Company). First, the Registrant provides telephone exchange
service to an "LEC study area" with fewer than 100,000 access
lines. Second, less than 15% of the Registrant's access lines
were in communities of more than 50,000 on the date of enactment
of the Telecom Act.
The Telecom Act recognizes that Rural Telephone Companies
and telephone companies serving less than 2% of the nation's
access lines (a "2% Company") may have difficulty implementing
certain aspects of the Telecom Act. As a result, the Telecom Act
provides the state regulatory commissions, such as the NCUC, with
the ability to exempt, suspend or modify implementation
requirements if such requirements are either technically or
economically infeasible. CTC qualifies as both a Rural Telephone
Company and a 2% Company.
As of the date hereof, CTC has not received a bonafide
request for interconnection from any competitive local exchange
company. Accordingly, CTC has not had a reason to request an
exemption, suspension or modification of any of the Telecom Act's
requirements from the NCUC.
The NC Act permits the NCUC to allow telecommunication
providers to compete with local telephone companies with more
than 200,000 access lines. This provision affects areas which
account for about 90% 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 the NC Act, 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 these smaller LECs choose price regulation, other
telecommunication providers will be allowed to compete in the
smaller companies' local service areas. However, if such smaller
companies elect alternative forms of regulation, other than price
regulation, they could retain their regulated monopoly. As
discussed above, CTC is proposing to be regulated according to
its prices and thereby open the CTC Service Area to local
telephone service competition pursuant to CTC's currently pending
proposed rate plan.
The NC Act and the Telecom 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 Telecom Act, it is too early to fully
understand the relationship between the state and Federal
statutes. Nevertheless, the NCUC acknowledges that the NC Act's
protection of telephone companies with fewer than 200,000 access
lines may be preempted by the Telecom Act, 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 Telecom Act. Nevertheless, the
Registrant has been advised by legal counsel that a company's
status as a Rural Telephone Company under the Telecom Act is
determined as of the effective date of such Act, and that the
Registrant's status as a Rural Telephone Company is therefore not
in jeopardy at this time.
COMPETITION. As CTC faces increased competition in the
local telephone service market, CTC's principal methods of
competition include its ability to provide a secure and reliable
network, high quality customer service, robust product and
service lines, simple pricing plans and wide calling areas, as
well as its long-term knowledge of and reputation within the CTC
Service Area.
CTC accounted for approximately 90.3% of the Registrant's
operating revenues and approximately 98.6% of the Registrant's
operating profit in 1996. 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.
CTC LONG DISTANCE SERVICES, INC.
Organized in 1992, CTC LDS 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 the CTC Service Area. This enables customers
to preselect their carrier and to use this carrier by dialing 1.
CTC LDS 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 CTC LDS
only bills 25% of the total originating minutes of long distance used by
customers in the CTC Service Area. CTC LDS 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. CTC LDS was successful in these
efforts in 1996, as it added more than 7,000 new customers for a
total of 62,223. Management expects the easy-to-understand,
competitively-priced, long-distance plans offered by CTC LDS will
continue to attract new customers to CTC LDS in 1997. During
1996, CTC LDS successfully introduced the new CTC Calling Card,
which the Registrant believes will enhance CTC LDS's ongoing
efforts to market and sell long distance services.
During 1996, CTC LDS purchased and installed a Nortel DMS
500 switch at a cost of $2.2 million. This switch is located in
the downtown area of Charlotte and its purchase is indicative of
the Registrant's commitment to increase market presence by
offering services outside of its traditional market area. The
addition of the Nortel DMS 500 switch makes CTC LDS a facilities
based interexchange carrier in North Carolina.
At the end of 1996, the CTC LDS had applied for
certification to market long distance telephone service in the
surrounding states of South Carolina, Georgia, Tennessee and
Virginia. To date, CTC LDS has received approval to market long
distance services in South Carolina and Virginia. It is
expected that the Registrant will begin marketing long distance
services in the above mentioned states during 1997, including
Georgia and Tennessee upon approval.
The Telecom Act is not expected to have an immediate impact
on CTC LDS since it addresses competition in the local service
area of operations. In the future, however, an interexchange
carrier or a Regional Bell Operating Company may be able to offer
long distance service to CTC LDS customers. This effectively
exposes the long distance service to additional competitive
pressures. CTC LDS' principal methods of responding to
competitive pressures in the long distance telephone service
market include its ability to maintain aggressive marketing
initiatives and its ability to provide simple pricing plans, high
quality customer service, robust product and service lines, easy
to understand pricing and accurate billing systems.
CTC EXCHANGE SERVICES, INC.
The Registrant's newest subsidiary, CTC Exchange Services,
was organized on January 23, 1997 and is expected to begin
operations later in 1997 upon receipt of certain NCUC approvals.
This new business unit was created to enable CTC to offer local
telephone service to markets beyond the CTC Service Area. If
granted regulatory approval, the new company will target small to
medium-sized markets in the Carolinas and other contiguous states
for expansion of local telephone service.
CT CELLULAR
CT Cellular's principal operations consist of owning two
general 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. The initial
construction of the cellular mobile telephone systems was completed
and became operational in 1991. Growth in cellular mobile services
has been good, but it is expected that competition from the PCS
technology (see below) may slow this growth. During 1996, 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 1996. RSA 4/5 returned profits for the second
consecutive year during 1996.
CAROLINAS PERSONAL COMMUNICATIONS, INC.
In 1994, the Registrant purchased a limited partnership
interest in BellSouth Carolinas PCS Limited Partnership. The
BellSouth 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 BellSouth Partnership is 1.95%.
PCS is a digital wireless telecommunications service. New
PCS devices 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 competitive with cellular technology. However, like cellular
telephone service, capital requirements will be substantial and
aggressive marketing will be needed.
On March 31, 1995, the BellSouth Partnership received a 30
Mhz PCS license from the FCC covering North Carolina and South
Carolina (MTA 006). AT&T Wireless purchased a second 30 Mhz PCS
license for the same MTA in the March 1995 FCC auction. It is
anticipated that AT&T Wireless will begin offering PCS services
in major markets, including MTA 006, during 1997. In addition,
the FCC has continued to auction licenses for PCS services
through 1996. This continued sale of spectrum to additional PCS
providers, combined with competition from cellular providers,
could result in competition from up to six wireless competitors
in a particular market. In the face of such competitive
pressures, CPC's principal methods of competition will include
its ability to provide high quality technology and service,
competitive pricing, as well as CPC's ability to capitalize on
the strength of customers' loyalty to other well-known partners
in the BellSouth Partnership, such as BellSouth, Duke Power and
Carolina Power and Light.
Funding of the BellSouth Partnership's operations began in
the second quarter of 1995, and during 1995 the Registrant
invested approximately $4.9 million in the BellSouth Partnership.
During 1996, the Registrant invested an additional $2.8 million
in this venture. Its 1997 commitments are approximately $1.3
million and its 1998 commitments are approximately $400,000. 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
began during 1996, and PCS service was first offered to the
public in July 1996. The Registrant experienced losses in 1996
of $1.8 million due to expected start-up costs. Losses
associated with such start-up costs are currently projected to
continue through 2001. Such projections are based on estimates
of how long it will take to attract enough customers to cover
start-up and operating expenses associated with the PCS network.
Notwithstanding such losses, the Registrant believes the
long-term outlook for PCS is positive.
Once the Local Access Transport Area ("LATA") restrictions
are lifted from the BellSouth Partnership, which is expected to
occur in the first quarter of fiscal 1998, each telephone company
limited partner in the Partnership has the option to partition
its pre-defined service area. The Registrant's service area
consists of Cabarrus, Stanly, Rowan and parts of Iredell Counties
in North Carolina (the "PCS Service Area"). Partitioning will
involve CTC (the current holder of the partition option)
purchasing the license for the PCS Service Area and any assets in
place within that area at a purchase price expected to be between
$8 million and $12 million, payable in full on the date of partition.
Following partition, CPC would operate as a stand- alone provider
of PCS products and services within the PCS Service Area. CTC
will be required to make its election as to whether or not to
partition the PCS Service Area by the end of 1997. At the time
of partitioning, CPC's PCS network will be substantially built
out throughout the PCS Service Area.
FCC regulations would prohibit the Registrant from holding a
PCS license in the partitioned area while concurrently holding a
general partnership interest in the RSA 15 Cellular Partnership
through CT Cellular. Accordingly, if the Registrant decides to
partition its interest in the BellSouth Partnership, the
Registrant will at such time eliminate its general partnership
interest in the RSA 15 Cellular Partnership by means of a spin-
off, sale or merge-and-dilute transaction or otherwise.
During 1996, CPC opened retail outlets to sell PCS phones in
Concord and Statesville, and a third store began operations in
Salisbury, North Carolina during the first quarter of 1997.
These new phones are also being marketed and sold through CTC's
offices.
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 L.L.C. ("WONC"). WONC was formed to develop
and launch wireless cable systems in North Carolina. In October
1995, WONC entered into contracts with approximately 45 community
colleges in North Carolina for leases which were filed by the
schools with the FCC pertaining to certain educational channel rights
within North Carolina. WONC later participated as a bidder in the Multi
Channel Multiport Distribution Service ("MMDS") auction in 1996,
and was awarded MMDS channels in several markets throughout North
Carolina.
During January 1997, WONC and the University of North Carolina
("UNC") Center for Public Television entered into a contract granting
WONC the exclusive rights to lease UNC's 40 granted channel frequencies,
as well as frequencies to be granted pursuant to UNC's pending applications
with the FCC (the "UNC Lease Agreement"). In consideration for
the UNC channel leasing rights, WONC paid UNC $2.5 million upon
execution of the UNC Lease Agreement, as well as a $500,000
advance on future royalty payments to be paid to UNC. Royalty
payments are based on fees developed for the various markets
served and applied to subscriber counts. The UNC Lease Agreement
is a key component of WONC's efforts to implement
a statewide system of wireless cable television programming, and
this contract improves WONC's competitive position in the North
Carolina wireless cable television market. Wireless One, Inc.
has estimated that the channel frequencies represented by all of the
channel rights controlled by WONC, including the UNC channel rights,
enable WONC to reach a total of 2 million line of
site households in 11 markets throughout 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 traditional hardwired cable systems. With respect
to direct broadcast satellite services that are currently being
marketed to consumers, wireless cable with digitalization will
offer a comparable number of channels and digital audio and
picture quality, and will also have the advantage of offering
local programming. There can be no assurance, however, that
consumers will choose to subscribe for wireless cable service
instead of hardwired cable or direct broadcast satellite
television services.
Contingent on FCC approval, WONC could begin construction of
wireless cable systems in late 1997, with the first systems
expected to be in operation during the first half of 1998.
Complete build out of the system is expected to take five years
or longer. The Registrant's capital requirements in 1996 in
connection with its WONC investment were $1.4 million.
Additional capital requirements associated with the WONC network
are expected to be between $3 million and $5 million in 1997.
RECENT INVESTMENTS
US TELECOM HOLDINGS. CTC is indirectly participating in the
growth in international demand for telecommunications services
through its investment in US Telecom Holdings. US Telecom has
interests in local telephone operations in Hungary and a local
operation license in the Czech Republic. US Telecom recently
expanded into Mexico, as described below, and also owns and
operates a software development company, TELEMAX-U.
Early in 1997, a US Telecom joint venture with a
Mexican-based company, Grupo Radio, was granted the first
telecommunications license that will lead to the creation of a
new competitive telecommunications company in Mexico. This new
venture will provide domestic and international long-distance
services, as well as local telephone services in 111 communities
representing approximately 25 percent of Mexico's population,
border to border along the Gulf coast and Mexico City.
In providing telecommunications services in Mexico, the new
joint venture company -- Amaritel -- will use a wide spectrum of
technology, ranging from wireless to wired fiber distribution
networks. Build-out of the system is expected to exceed
1,000,000 lines over a ten-year period.
There are no ongoing capital requirements associated with
the Registrant's investment in US Telecom, and the Registrant
does not expect its investment in US Telecom to have a material
impact on the Registrant's revenues in 1997.
ITEM 2. PROPERTIES
The properties of the Registrant consist of land, buildings,
central office equipment, exchange and toll switches, data
transmission equipment, underground conduits and cable, aerial
cable, poles, wires, telephone instruments, and other equipment.
The Registrant's principal operations are conducted in a building
owned by the Registrant at 68 Cabarrus Avenue East, Concord,
North Carolina 28025. This headquarters facility was built in
1956 and expanded in 1967. More recently, in 1991 the Registrant
made substantial interior renovations to the Cabarrus Avenue
facility. This headquarters building has approximately 53,000
square feet of floor space.
The Registrant's general warehouse is also owned by the
Registrant and is located in Concord. This facility was
completely renovated in 1991 and has approximately 12,300 square
feet of floor space. The Registrant has enlarged its warehouse
storage facilities by the addition of approximately 9,760 square
feet of warehouse space in 1995. Approximately 3,800 square feet
of warehouse space that was renovated in 1995 is currently
occupied by the Registrant's outside plant engineering group.
During 1994, the Registrant acquired 14.7 acres of property
north of Concord adjoining Interstate 85 for use as a future
campus-style business office center. The Registrant purchased an
additional acre of property at this site during 1996. The first
of several buildings to be constructed at this site was completed
in the fourth quarter of fiscal 1996. This new building is
currently occupied by the Registrant's customer service personnel
and has approximately 12,000 square feet of floor space (the
"Customer Care Center"). There is significant room on this
property for construction of additional facilities as needed in
the future.
In addition, during 1996, the Registrant renovated
approximately 3,000 square feet of owned office space in
Kannapolis, North Carolina. The CTC LDS telemarketing group moved into
this newly-renovated space during the fourth quarter of 1996.
Both the addition of the Customer Care Center and the relocation
of the CTC LDS telemarketing group to the Kannapolis office have freed up
additional office space at the Cabarrus Avenue headquarters
facility.
In the three years ended December 31, 1996, the Registrant
has acquired property and built remote switching units in its
exchange areas. During 1996, the Registrant installed a new
Nortel DMS 500 digital switch in downtown Charlotte, North
Carolina at a cost of $2.2 million. The new switch was placed in
service in October 1996, and is intended to expand the array of
service offerings available from CTC LDS and reduce CTC LDS's
monthly operating expenses. All of the Registrant's central office
switching equipment is digital. Beginning in mid-1997,
the Registrant will begin the process of replacing CTC's digital
switching platform by changing from AG switches to
state-of-the-art Nortel DMS switches. This replacement process
is expected to last approximately five years. The Registrant
also plans in 1997 to replace the DOTS operator workstations used
by CTC with TOPS workstations from Nortel.
In connection with CPC's operations as a partner in the
BellSouth Partnership and the launch of the Partnership's PCS
network in the third quarter of 1996, the Registrant entered into
two real property leases in 1996 for space to house CPC's retail
outlets in Concord and Statesville, North Carolina. The
Registrant plans to lease space for a third retail outlet in
Salisbury, North Carolina during 1997. The Concord and
Statesville leases are for terms of five years and three years,
respectively, with annual rent obligations of $28,344 in Concord
and $14,112 in Statesville.
As of December 31, 1996, 32% of the Registrant's telephone
plant in service was represented by land, buildings and general
equipment; 22% by central office equipment; and 46% by wires,
cables, conduits, poles and related equipment. The connecting
lines, poles, wires, cables and conduits and related equipment
referred to 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.
In addition to the foregoing, the Registrant uses 122 motor
vehicles in its operations.
During 1996, a portion of the Registrant's physical property
was subject to a certain Indenture of Mortgage and Deed of Trust
dated August 1, 1958, as supplemented and amended, securing the
Registrant's First Mortgage Bonds, of which $1,440,000 principal
amount, including current maturities of $1,440,000 were
outstanding as of December 31, 1996. This debt was retired March
1, 1997 and the related liens were released.
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") in Concord, North
Carolina. 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.
The EPA's original preferred remedy included stabilization
of lead- contaminated soils and extraction and treatment of
contaminated groundwater. The remedy was estimated to cost
approximately $40 million and should take at least 10 years to
complete. Recent data indicate that a modification to the remedy
is necessary because groundwater contamination does not appear to
be as extensive as previously thought. The EPA has proposed to
modify the preferred remedy to eliminate groundwater extraction
and to alter the soil remedy, but no final action has been taken.
If the proposed changes are finalized, the total estimated cost
of this remedy will be reduced to less than $20 million.
The 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 contributed another
$4.75 million, reflecting the amount of batteries it sent to the
Site. Therefore, if the proposed modification is finalized and
the 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 approximately $15 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
preliminary stage.
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
the EPA's records, the Registrant sent a total of 446,412 pounds
of batteries, wire and other waste material 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 $60,750.00. 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 extinguish its liability in
connection with the Site is undeterminable.
Except as set forth above, the Registrant is not aware of
any pending or threatened material litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders
during the fourth quarter of 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
Both the Voting Common Stock and the Class B Nonvoting
Common Stock (the "Class B Stock") of the Registrant trade
principally in local transactions without the benefit of an
established public trading market. The heirs of L.D. Coltrane,
Sr., the founder of the Company, collectively hold a controlling
interest in the Voting Common Stock.
On April 25, 1996, the Board of Directors of the Registrant
declared a stock split in the form of a two-for-one stock
dividend payable May 30, 1996 to holders of record on May 3,
1996. All stock related figures set forth herein have been
retroactively restated to reflect this change.
Although there is no established trading market for the
shares, a Charlotte-based brokerage firm is currently making a
market as shares of the Registrant's Class B Stock are offered
for sale. During 1996, a known range of selling prices was $107
to $170 per share. The Registrant is aware of a sale by an
individual on March 19, 1997 of 200 shares of Class B Stock at
$180 per share.
Dividends per share were declared quarterly and paid on both
Voting Common Stock and Class B Stock for the two previous years
as follows:
1996 1995
QUARTER DIVIDEND DIVIDEND
------- -------- --------
First $0.68 $0.67
Second 0.70 0.67
Third 0.70 0.68
Fourth 0.70 0.68
----- -----
$2.78 $2.70
===== =====
The approximate numbers of holders of each class of common
equity of the Registrant as of February 28, 1997, are as follows:
TITLE OF CLASS OF STOCK NUMBER OF RECORD HOLDERS
------------------------------ ------------------------
Voting Common Stock 278
Class B Nonvoting Common Stock 1172
ITEM 6. SELECTED FINANCIAL DATA
YEARS ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994
------------ ------------ ------------
Condensed Statements of Income:
Operating revenues $ 67,054,006 $ 60,417,351 $ 55,129,895
Operating expenses 51,349,967 43,201,065 43,760,298
------------ ------------ ------------
Net Operating
Revenue 15,704,039 17,216,286 11,369,597
Other income 1,341,053 2,561,081 1,663,687
Income taxes (6,583,671) (6,760,624) (4,688,936)
------------ ------------ ------------
Net income 10,461,421 13,016,743 8,344,348
Dividends on
preferred stock 92,535 93,135 93,948
------------ ------------ ------------
Earnings for
common stock $ 10,368,886 $ 12,923,608 $ 8,250,400
============ ============ ============
Common Stock Data: (1)
Shares of common stock
Year end 1,485,376 1,483,020 1,475,787
Weighted average 1,484,789 1,478,922 1,475,523
Per share of common stock
Earnings $ 6.98 $ 8.74 $ 5.59
Dividends $ 2.78 $ 2.70 $ 2.64
Book value - year end $ 53.83 $ 50.29 $ 43.68
Total Assets $115,063,963 $107,765,477 $ 99,886,639
Long-Term Debt
(excluding
current maturities) $ 2,014,000 $ 4,074,000 $ 4,714,000
Redeemable Preferred
Stock with
Sinking Fund
Requirements $ 162,500 $ 175,000 $ 187,500
YEARS ENDED DECEMBER 31,
-----------------------------
1993 1992
------------- ------------
Condensed Statements of Income:
Operating revenues $ 43,875,543 $ 40,150,097
Operating expenses 31,811,372 28,220,231
------------- ------------
Income before
other income 12,064,171 11,929,866
Other income 176,919 165,705
Operating taxes (4,282,180) (4,355,470)
------------- ------------
Net income 7,958,910 7,740,101
Dividends on
preferred stock 93,562 95,335
------------- ------------
Earnings for
common stock $ 7,865,348 $ 7,644,766
============ ============
Common Stock Data: (1)
Shares of common stock
Year end 1,476,263 1,476,037
Weighted average 1,476,120 1,475,721
Per share of common stock
Earnings $ 5.33 $ 5.18
Dividends $ 2.59 $ 2.50
Book value - year end $ 40.37 $ 37.61
Total Assets $ 91,938,360 $ 87,171,323
Long-Term Debt
(excluding
current maturities) $ 6,331,000 $ 6,469,000
Redeemable Preferred
Stock with
Sinking Fund
Requirements $ 200,000 $ 212,500
(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 distributions granted July 1, 1992 and on
September 1, 1994 and the 2 for 1 split May 3, 1996. 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
The following discussion and analysis should be read in
conjunction with the consolidated financial statements of the
Registrant and the notes thereto included elsewhere in this
report.
LIQUIDITY AND CAPITAL RESOURCES
The Registrant had net cash provided by its operating
activities of $22.4 million, $20.3 million and $24.1 million in
1996, 1995 and 1994, respectively. In 1996, the Registrant used
cash flows from operations and existing cash, cash equivalents
and short-term investments to fund (i) capital expenditures of
$24.1 million pertaining to ongoing plant construction projects,
(ii) purchases of investments in affiliates of $4.3 million,
(iii) purchases of investment securities of $1.1 million, (iv)
dividends of $4.2 million and (v) principal payments of $640,000
to retire long-term debt. Capital expenditures by the Registrant
in 1996 included the addition of a new 12,000 square-foot
customer service center, an investment of more than $10 million
in circuit and switching technology, including the installation
of a new Nortel DMS switch in downtown Charlotte, North Carolina
to enhance CTC LDS's long-distance service capabilities, as well
as further additions to the Registrant's fiber optic networks.
The Registrant has significant cash requirements due to growth
in its service area and the need to modernize its existing plant and
equipment. The Registrant's planned construction expenditures in 1997 are
approximately $15 million. Of this amount, approximately $5.7
million is for improvements in CTC's switching facilities,
including the replacement of certain elements of CTC's switching platform
with a new Nortel DMS switching platform. This replacement
process is expected to begin in mid-1997 and continue over a
period of approximately five years. Switching expenditures also
include the replacement of CTC's operator workstations.
Approximately $6.0 million of the Registrant's planned
construction expenditures is for outside plant and circuit
additions and improvements to include the placement of six Nortel
remote switching nodes, and another $3.3 million is for other
telecommunications assets. Actual expenditures were $24.1
million in 1996, $16.1 million in 1995 and $12.2 million in 1994.
Other anticipated uses of cash in 1997 include additional
investments in affiliates. In addition, the Registrant expects
to spend between $3 million and $5 million in 1997 for wireless cable
investments and plant and equipment associated with CT Wireless
Cable and the WONC wireless cable television network. Most of
the Registrant's planned investment in CT Wireless Cable in 1997
will be to enable WONC to acquire the rights to lease certain
channel frequencies from the University of North Carolina ("UNC")
pursuant to WONC's agreement with UNC.
In the event CTC elects during 1997 to exercise its right to
partition out certain territories for which the Registrant has
invested in the Bell South Carolinas PCS Limited Partnership, the
resulting cost in the first quarter of 1998 is expected to be
between $8 million and $12 million.
During 1996, the Registrant generated $22.4 million in cash
from operations. During the same period, approximately $20.1
million was utilized for plant additions and other investment
activities and $4.9 million was used for the payment of dividends
and other financing activities, resulting in negative working
capital of $2.5 million at fiscal year-end. As of December 31,
1996, the Registrant had cash and cash equivalents of $2.16
million, short-term investments of $316,158, and two unsecured
available lines of credit totaling $13.5 million. One of the
Registrant's lines of credit is in the amount of $10 million from
Rural Telephone Finance Corporation ("RFTC") and the remaining
$3.5 million line of credit is from First Charter National Bank.
None of the line of credit amounts were used during 1996 and none
was outstanding at December 31, 1996. However, the Registrant
drew on the line of credit from RFTC on January 17, 1997 in the
amount of $2 million at a variable interest rate which has ranged
from 6.9 to 7.0% per annum since that date. Depending primarily
upon the Registrant's level of purchases of investments in
affiliates, its growth in local business and expansion of its
long distance and competitive local exchange carrier businesses
in 1997, management may seek additional bank financing in 1997 to
fund such activities.
As of December 31, 1996, the Registrant carried $2,014,000
as long-term debt. First mortgage bonds which matured and were
retired on March 1, 1997, comprised $1,440,000 of this amount.
The balance of long-term debt is held by a North Carolina bank
at 7.25% interest with equal quarterly installments of principal
and interest until 2001. Annual maturities of the long-term debt
outstanding for the five-year periods subsequent to December 31,
1996, are as follows: $2,060,000 in 1997; $620,000 in 1998, 1999
and 2000; and $154,000 thereafter.
At December 31, 1996, the Registrant held $2,756,158 in
state, county and municipal debt securities, of which $2,440,000
is classified as long-term. In addition, the Registrant held
$877,205 in other equity securities. Investment securities in
the amount of $4.6 million were sold during 1996. Most of this
amount was applied toward purchases of investments in affiliates
and capital expenditures in telephone plant.
As referenced above, the Registrant is a limited partner of
BellSouth Carolina's PCS Limited Partnership. As a limited
partner of the BellSouth Partnership, the Registrant has
committed to make certain payments to the Partnership for its pro
rata share of PCS license fee and network expenditures for the
purpose of constructing and operating PCS Services. 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 1996, the Registrant expended
approximately $2.8 million in connection with its limited partner
status in the BellSouth Partnership. The Registrant's 1997
commitments are approximately $1.3 million.
On March 14, 1994, the Registrant entered into a consent
decree known as the MSR Site Remediation Agreement with the
United States 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 moneys
arises. The Registrant expects this amount will not be material.
The Registrant anticipates that all of the capital
requirements in 1997 associated with its construction program,
payments associated with long-term debt and investments as
summarized above will be provided by cash flows from operations,
existing cash, cash equivalents and short-term investments and
currently available lines of credit. If additional funds are
required during 1997, management expects that such funds will be
raised by through additional bank borrowings.
RESULTS OF OPERATIONS
During 1996, the Registrant reclassified access and
settlement charges from an offsetting revenue account to an
expense category on its 1996 consolidated statement of income.
Amounts previously reported in the 1995 and 1994 consolidated
statements of income have been reclassified to conform with the
1996 consolidated statement of income in this regard. Such
reclassification has no effect on net income as previously
reported.
1996 COMPARED TO 1995
TOTAL OPERATING REVENUES
Operating revenues increased $6,636,655 or nearly 11% for
the year ending December 31, 1996, compared to 1995. This
increase is primarily attributable to local service revenues from
CTC operations and toll revenues from CTC LDS operations.
Local service revenues are derived from providing telephone
exchange services. Local service revenues increased $3,484,431
or 16.4% during 1996, compared to 1995. This growth is
attributable to increased demand for local service due to growth
in the CTC Service Area and a metro calling plan which allocates
more revenues to local service. Nearly 5,000 new access lines were
connected to the network in 1996, bringing the total number of local
access lines in CTC's three-county service area to more than 96,000. The
Registrant anticipates that its local customer base will continue
to expand in 1997 at a similar rate.
Long distance service revenues are derived principally from
providing long distance services within designated areas.
Network access service revenues are derived from other
carriers for their use of the Registrant's local network to complete
long distance calls. Access and toll revenues increased $1,681,633
or 5.6% during 1996, compared to 1995. This increase is a result of
increased marketing and sales efforts by CTC LDS and increased calling
volumes by the inter-exchange carriers.
CTC LDS's marketing and sales efforts in 1996 led to the
addition of more than 7,000 new customers. The installation of
CTC LDS's new Nortel DMS 500 switch in the fourth quarter of 1996
enabled CTC LDS to begin marketing and selling long distance
service to new markets beyond CTC's core three- county service
area. These efforts commenced in Mecklenburg County in 1996 and
are expected to continue throughout North Carolina in 1997. In
addition, CTC LDS received approval in the first quarter of
fiscal 1997 to market long distance services in South Carolina
and Virginia. Similar applications are pending in Georgia and
Tennessee, and CTC LDS plans additional expansion, targeting
small to medium-sized markets.
The 1996 toll and access service revenue increases discussed
above were offset in part by a $1,124,033 decrease in revenues
from the National Exchange Carrier Association ("NECA") related
to a settlement adjustment recorded in 1995. Management does
not expect revenues from NECA settlements to change significantly in
1997. The Registrant's decision to file its own interstate tariffs
and thereby forego certain NECA toll pool revenues is intended to
make Concord a more attractive place for interconnection by long
distance companies.
Toll and access service revenues were further offset in 1996
by a $1,029,594 decrease in Bell settlement access revenues from
1995. This decrease was due to Bell's implementation of its own
defined radius calling plans, primarily during the first quarter
of 1996. Management does not expect revenues from Bell access
settlement charges to change significantly in 1997.
Access charge reforms are currently being reviewed by the
FCC, and the FCC is expected to rule on these reforms in the
second quarter of 1997. It is anticipated that these proceedings
will result in a reduction in the access charge rates which local
telephone companies can charge long distance carriers. Such a
reduction in permitted access charge rates would have a negative
impact upon future CTC access revenues, but this impact would be
at least partially offset by corresponding CTC LDS cost savings
attributable to lower access charges.
Other and unregulated operating revenues increased
$1,457,708 or 15.3% during 1996, compared to 1995. This
increase is primarily due to larger amounts of non-regulated
revenues, including a $984,000 increase in equipment sales, and
increased billing and collection revenues which were up $130,000,
a 7% increase from a year ago. The Registrant is placing more
emphasis on the non-regulated area of operations and it is
expected that non-regulated income will increase in 1997.
OPERATING EXPENSES
Operating expenses, exclusive of depreciation, increased
$10,012,190 or 32% during 1996, compared to 1995. Plant specific
expenditures increased $4,398,163. This increase results from
the reclassification of access and toll settlement charges from
an offsetting revenue account to an expense account in the amount
of $2,382,954; increased maintenance expenditures in the outside
plant operations of $906,762 due to extensive construction work
on cable and pole line facilities; and increased access expense
of $1,468,518 due to increased toll volumes generated by long
distance sales by CTC LDS. Also the non-regulated expense
component of plant specific expenditures increased by $335,661
primarily relating to the cost of equipment sold. The remainder
of such operating expenses primarily relates to the development
of an internal management information system.
Corporate and customer operations expense increased
$5,614,027 or 36% for 1996 when compared to 1995. Approximately
$1,006,284 or 18% of this amount relates to product management
and advertising. Another $973,415 of this amount relates to
additional efforts being placed in customer service operations.
Approximately $700,000 of the increase in corporate and customer
operations expense relates to consulting fees for work process
re-engineering and software implementation for a new accounting
system. The remainder of such amount primarily relates to the
implementation of a new long-term executive incentive
compensation plan and a management incentive compensation plan,
as well as an adjustment to reconcile customer accounts
receivable. Management plans to continue in 1997 its emphasis
on development of product identity through increased advertising
and to continue to commit expenditures in work process
re-engineering and advanced internal information processing.
In January 1997, the Registrant offered an early retirement
program to 29 CTC employees. Twenty-eight of the eligible
employees accepted the early retirement package, and the
Registrant expects to book an additional operating expense of
approximately $1,050,000 in 1997 in connection with its
obligations under the early retirement program.
Depreciation expense decreased $1,863,288 or 15.6% during
1996, compared to 1995. This amount includes a special
amortization of $574,363 recorded under authority of the North
Carolina Utilities Commission (the "NCUC") as additional
amortization relating to certain telephone plant accounts.
During 1995, a special amortization was recorded in the amount of
$3,708,000. Without the special amortizations recorded to
depreciation expense in 1996 and 1995, depreciation and
amortization would have increased $1,270,349 in 1996, which is a
result of an increased depreciable asset base.
OTHER INCOME
Other income decreased $1,220,028 or 47.6% in 1996, compared
to 1995. This decrease is primarily attributable to the
Registrant's pro rata share of the BellSouth Partnership's losses
experienced in connection with start-up costs associated with the
PCS network which became operational during the third quarter of
1996. These losses were partially offset by higher income in
1996 over 1995 as a result of an increase in the value of the
Registrant's investment in the Alltel Mobile Partnership
providing cellular communications services in North Carolina RSAs
4/5 and 15. Losses associated with start-up costs in connection
with the BellSouth Partnership PCS network are currently
projected to continue through 2001. Such losses in 1997 are
expected to approximate losses experienced in 1996; however, if
actual PCS sales exceed the Partnership's forecasted sales,
losses could be higher. Management expects losses associated
with the BellSouth Partnership to begin to decline in 1998.
The decrease in other income in 1996 is also attributable to
decreased interest income, dividend income and gain on sale of
investments of $694,926, and an increase in other expenses of
$123,348. Interest income decreased due to smaller amounts
invested in interest earning assets and lower earning rates.
NET INCOME
For the reasons set forth above, the Registrant's net income
in 1996 decreased $2,555,322 million or 19.6% compared to 1995.
Given the rapid pace of change in the telecommunications industry
caused by deregulation and advancing technology, management
expects operating expenses to continue to increase in 1997 as the
Registrant continues to invest in telephone plant construction,
start-up costs associated with recently established business
ventures, and increased marketing and advertising efforts.
Management believes these expenditures are necessary to enable
the Registrant to enjoy long-term profitability and growth.
1995 COMPARED TO 1994
TOTAL OPERATING REVENUES
Operating revenues increased $5,287,456 or 9.6% for the year
ending December 31, 1995, compared to 1994. This increase is
primarily attributable to local service and long distance service
revenues from CTC and CTC LDS operations.
Local service revenues increased $2,412,789 or 12.8% during
1995, compared to 1994. This growth is attributable to increased
demand for service due to growth in the CTC Service Area and a metro
calling plan which allocates more revenues to local service. Nearly
4,228 new access lines were connected to the network in 1995, bringing the
total number of local access lines in CTC's three-county service
area to 91,602.
Access and toll service revenues, net of toll settlement,
increased 2.4% during 1995, compared to 1994, primarily due to an
increase in toll volume. The increase was offset substantially
by the reduction in toll revenues caused by the Registrant's
notification of NECA that the registrant would begin filing most
of its own interstate tariffs effective July 1, 1994. The
Registrant also filed a request with the NCUC to expand CTC's
metro calling plans to allow customers to share in the savings
resulting from the termination of the old plan in which revenue
for toll calls within the local area were pooled among all
telephone companies. Management 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 from toll
service revenues to local service revenues.
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
instead to bill and keep earned revenues. Revenue earned
through the various pooling processes is initially recorded based
on estimates. In light of the Registrant's withdrawal from the
aforementioned revenue pools, adjustments were recorded to
reconcile prior years' estimates with actual toll pool
settlements based on cost studies. Because local and toll service
and access charges are recognized when earned regardless of the period
in which they are billed, the resulting prior period toll pool settlements
increased revenues by $1,351,000 in 1995 and decreased revenues
by $283,000 in 1994. All toll and access revenues are finalized
through 1994.
Other and unregulated revenues increased $2,291,549 or 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 increased 17.4% during 1995,
compared to 1994.
OPERATING EXPENSES
Operating expenses, exclusive of depreciation, increased
$1,899,306 or 6.5% during 1995, compared to 1994. The majority
of this increase, 53.8% or $1,021,641, was attributable to the
corporate operations area of operating expenses due to
expenditures in 1995 to accrue for the expected premature
replacement of poles determined to be decaying at a faster than
normal rate. Corporate operations expenses increased 12.9% or
$957,138 during 1995. Most of this increase was a result of
general and administrative expenses attributable to the
Registrant's customer service operations.
Depreciation expense decreased $2,458,539 or 17% during
1995, compared 1994. This amount includes a special amortization
of $3,708,000 recorded to depreciation expense in anticipation of
earnings in excess of the maximum rate of return authorized by
the NCUC. During 1994, a special amortization was recorded in
the amount of $7,010,000, as authorized by the NCUC.
OTHER INCOME
Total other income increased $897,394 or 53.9% during 1995,
compared to 1994. This increase is primarily due to income of
affiliates, the largest component of which in 1995 was income
from CT Cellular operations. CT Cellular's increased income in
1995 is primarily attributable to its investment in RSA 15, which
experienced growth in cellular customers and revenues in 1995.
NET INCOME
As a result of increases in operating revenues with
relatively constant operating expenses, registrant's net income
in 1995 increased $4,672,395 or 56% compared to 1994.
OTHER EVENTS
REQUEST FOR A NEW RATE PLAN
On November 1, 1996, the Registrant asked the NCUC to
approve a new rate plan which will substantially expand the area
in which customers of the Registrant can call without paying long
distance charges. Although the Registrant's proposed rate
structure reflects an increase for the cost of basic service,
other changes in the plan offset these increases for many
customers, and overall the plan will initially reduce the
Registrant's revenues by approximately $696,000 per year. A
public hearing was held by the NCUC in Concord during March,
1997, and the NCUC is expected to rule on the Registrant's
request in June 1997.
By submitting its price regulation filing, the Registrant is
agreeing to open up its markets to competition for local dial
tone service, on the condition that the Registrant is allowed to
"rebalance" or adjust its rates at the same time. Although the
competitive pressures of opening its markets to competition from
other local telephone service providers may lead to reductions in
the Registrant's future local service revenues, management
believes that by rebalancing its local service rates, it can
compete in emerging markets and continue to sustain local rates
at levels that are affordable for customers.
1996 TELECOMMUNICATIONS ACT
On February 8, 1996, the Telecom Act was enacted into law.
This comprehensive federal legislation will affect every sector
of the telecommunications industry. Among its numerous other
effects, the Telecom Act opens local telephone markets to
competition. Although the precise impact of the Telecom Act will
not be known until additional progress is made by the FCC in its
ongoing rulemaking efforts, it is clear that the Registrant will
encounter increasing competition in virtually all of its markets,
including local dial tone and long distance service through the
remainder of the 1990s. By submitting its price regulation
filing to the NCUC in November 1996, the Registrant has taken a
proactive step towards opening its markets to competition for
local dial tone service. While there can be no assurances that
the Registrant will be able to maintain its present levels of
profitability in this emerging competitive environment,
management believes that its ongoing investments in its network,
including the installation of digital switches and other
equipment, combined with greater flexibility in setting prices,
will enable the Registrant to compete more effectively by
providing enhanced services at affordable rates.
ACCOUNTING CONSIDERATIONS
The Registrant's regulated telephone operations are subject
to the provisions of Statement of Financial Accounting Standards
No. 71 ("SFAS 71"), "Accounting for the Effects of Certain Types
of Regulation." 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. As discussed
elsewhere herein, the Registrant filed a price regulation
proposal with the NCUC during 1996, pursuant to which the
Registrant seeks to become regulated based on prices rather than
traditional rate base rate of return regulation. If approved,
this new plan would rebalance the Registrant's local telephone
service rates. A ruling on this proposal is expected in May 1997.
The ongoing applicability of SFAS 71 to CTC's regulated
telephone operations is being constantly monitored due to
changing regulatory environment and to increasing competition.
SFAS 71 may, at some future date, be deemed inapplicable due to
changes in the regulatory, competitive and legislative
environments and/or a decision by the Registrant to accelerate
the deployment of new technology. 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 charges against and/or credits to
earnings. The Registrant believes its regulated operations
continue to meet the criteria for SFAS No. 71 and that the
carrying value of its property, plant and equipment is
recoverable in accordance with established rate-making practices.
In March 1995, the Financial Accounting Standards Board
("FASB") issued SFAS No. 121, "Accounting for the Impairment of
Long-lived Assets and Long- lived Assets to Be Disposed Of."
SFAS 121 was made 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's adoption of the provisions of SFAS
121 during 1996 did not have a material effect on the
Registrant's financial position or results of operations.
In October 1995, the FASB issued SFAS No. 123, "Accounting
for Stock- based Compensation." As a result of this statement,
the Registrant provided additional disclosures relating to its
stock-based compensation plans, such as stock option and stock
purchase plans, in its 1996 financial statements. Adoption of
SFAS 123 did not have a material effect on the Registrant's
financial position or results of operations.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The foregoing discussion contains forward-looking statements
about the Registrant's financial condition and results of
operations, which are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
reflected in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which reflect management's judgment only as of the
date hereof. The Registrant undertakes no obligation to publicly
revise these forward-looking statements to reflect events and
circumstances that arise after the date hereof.
Factors that may cause actual results to differ materially
from these forward-looking statements are (1) the Registrant's
ability to respond effectively to the sweeping changes in
industry conditions created by the Telecom Act, and related state
and federal legislation and regulations, (2) whether the North
Carolina Utilities Commission grants the Registrant's proposed
rate plan and, if granted, the Registrant's ability to implement
the plan, (3) the Registrant's ability to recover the substantial
costs to be incurred in connection with the implementation of
its PCS business, (4) the Registrant's ability to retain its
existing customer base against local and long distance service
competition, and to market such services to new customers, (5)
the Registrant's ability to effectively manage rapid changes in
technology and (6) whether the Registrant can effectively respond
to the actions of its competitors.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
A document, which includes independent auditors' (KPMG Peat
Marwick LLP) report dated February 28, 1997 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, 1996
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.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
L. D. Coltrane, III - Age 78 - 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 50 - 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 Holdings, Hilton Head Island, South
Carolina, Access/On Multimedia, Concord, North Carolina, and
First Charter Corporation, Concord, North Carolina. He was
elected a director of the Registrant April 28, 1988.
Jerry H. McClellan - Age 65 - Director. Retired as
Executive Vice President and General Plant Manager on February 1,
1996, he continues to serve as director. Served with the
Registrant since 1949, Director since 1984. Mr. McClellan was
elected Executive Vice President in 1985.
Phil W. Widenhouse - Age 71 - Director. Mr. Widenhouse
retired as Executive Vice President of the Registrant on July 1,
1992, although he continues to serve the Registrant as a
director. He has served with the Registrant since 1949 and as a
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
Carolina First Bancshares, Inc., Lincolnton, North Carolina, and
Cabarrus Savings Bank, Concord, North Carolina.
Mr. John R. Boger, Jr. - Age 67. Director. Mr. Boger was
elected a 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 Bancshares, Inc., Concord,
North Carolina.
Mrs. Betty Gay Bivens - Age 80. Director Emeritus. Mrs.
Bivens 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., the sister of L.D. Coltrane III and the aunt of
Michael R. Coltrane. Mrs. Bivens retired from the Board of
Directors on August 22, 1996. Prior to retiring, she served as a
member of the Board Committee on Compensation and the Audit
Review Committee. Mrs. Bivens is a private investor.
Mr. Ben F. Mynatt - Age 64. Director. Mr. Mynatt 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, North Carolina and has been so employed for more than
five years. Mr. Mynatt serves as a trustee of Rowan-Cabarrus
Community College, Salisbury, North Carolina and Wingate
University, Wingate, North Carolina.
Mr. O. Charlie Chewning - Age 61. Director. Mr. Chewning
was elected a director by action of the Board of Directors on
August 22, 1996. Mr. Chewning was the Senior Partner of the
Carolinas Offices from June 1993 to December 1994 for the
accounting firm of Deloitte & Touche LLP, Charlotte, North
Carolina. Prior to that, he was the Office Managing Partner for
the Charlotte office of Deloitte & Touche LLP. He is a member of
the Board Audit Review Committee.
Mr. Samuel E. Leftwich - Age 66. Director. Mr. Leftwich
was elected a director by action of the Board of Directors on
August 22, 1996. He is the retired Chairman of the Board of
Centel Corporation, a telecommunications company located in
Chicago, Illinois. Mr. Leftwich served as Chairman of Centel
Corporation from January 1990 until December 1992. He is a
member of the Board Committee on Compensation.
Mr. Thomas A. Norman - Age 56 - Senior Vice President. Mr.
Norman was employed by the Registrant in September 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 42 - 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 37 - Senior Vice President. Mr.
Rubens was employed by the Registrant in October 1993 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.
Mr. Kenneth R. Argo - Age 63 - Vice President, Chief
Information Officer. Mr. Argo was employed by the Registrant in
April 1983 as Vice President - Controller. He was elected Vice
President, Chief Information Officer by action of the Board of
Directors on October 26, 1995.
Ms. Catherine A. Duda - Age 44 - Senior Vice President. Ms.
Duda was employed by the Registrant in January 1996 as Vice
President - Marketing. Prior to joining the Registrant, Ms. Duda
was Vice President - Communications from April 1994 to September
1995, and Vice President - Staff Group from February 1993 to
April 1994, for Frontier Corporation, a telecommunications
company in Rochester, New York. Prior thereto, Ms. Duda was
President from August 1988 to February 1993 for Vista Telephone,
a telecommunications company in Burnsville, Minnesota. Ms. Duda
was elected to Senior Vice President of the Registrant's Services
Group by action of the Board of Directors on October 16, 1996.
Except for Messrs. Chewning and Leftwich who were elected by
action of the Board of Directors on August 22, 1996, the present
directors of the Registrant were elected at the annual
stockholders' meeting held on April 25, 1996 and will serve until
the next election scheduled for April 24, 1997.
Outside directors receive $5,000 as an annual retainer and
$500 per meeting. The Chair receives $5,500 as an annual
retainer and $550 per meeting. Committee chairmen will receive
$300 per meeting and committee members $250. Meeting by
telephone conference call board members will receive $100 and
committee members $50.
The 1996 Director Compensation Plan (the "1996 Plan") was
adopted by the holders of Voting Common Stock at the annual
stockholders' meeting held on April 25, 1996. The 1996 Plan
reserves 7,500 shares of Class B Common Stock for issuance to
non-employee Directors who elect to receive part or all of their
compensation (including regular meeting, committee meeting and
annual retainer fees) in Class B Stock instead of cash.
Pursuant to the 1996 Plan, dollar values for the retainer and any
accumulated meeting fees are added together, and this amount is
converted to a number of shares based on fair market value at the
time of meetings. Payments in Class B Stock are made annually
following the election of directors. Any fractional shares will
be rounded up to whole shares when issued.
ITEM 10A. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 Mr. Ben F. Mynatt with regard to beneficial ownership of
shares as a result of a purchase of 200 shares of the
Registrant's Class B Nonvoting Common Stock by Mr. Mynatt during
the second quarter of 1996. In addition, the Registrant is aware
of an amendment to Form 3, promulgated under Section 16, by Ms.
Catherine A. Duda with regard to beneficial ownership of 53
shares of the Registrant's Voting Common Stock which Ms. Duda
inadvertently omitted from her Form 3 filing during the fourth
quarter of 1996. 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
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table indicates for the
past three years the compensation of the Chief Executive Officer
and the four additional most highly compensated executive
officers (other than the chief executive officer) of the
Registrant in 1996 (the "named executive officers").
ANNUAL COMPENSATION
-------------------------------
OTHER
ANNUAL
NAME AND SALARY BONUS COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3)
- -------------------------- ---- -------- -------- ------------
Michael R. Coltrane 1996 $200,000 $ 34,538 $ 18,634
President and Chief 1995 164,777 25,000 15,790
Executive Officer 1994 146,685 15,000 2,000
Barry R. Rubens 1996 130,000 62,178 0
Senior Vice President (7) 1995 125,142 5,268 0
1994 82,386 7,700 0
Nicholas L. Kottyan 1996 135,000 33,405 0
Senior Vice President (6) 1995 127,402 0 0
1994 0 0 0
Thomas A. Norman 1996 119,000 16,885 0
Senior Vice President (7) 1995 62,505 0 0
1994 N/A N/A N/A
Kenneth R. Argo 1996 89,000 20,912 0
Vice President 1995 84,683 3,400 796
1994 88,196 6,850 0
LONG TERM
COMPENSATION
------------------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING
PRINCIPAL POSITION YEAR AWARDS (4) OPTIONS/SARS
- -------------------------- ---- ---------- ------------
Michael R. Coltrane 1996 $ 21,828 0
President and Chief 1995 0 3,000
Executive Officer 1994 0 375
Barry R. Rubens 1996 10,272 0
Senior Vice President (7) 1995 0 1,500
1994 0 600
Nicholas L. Kottyan 1996 10,593 0
Senior Vice President (6) 1995 0 1,500
1994 0 600
Thomas A. Norman 1996 3,531 0
Senior Vice President (7) 1995 21,060 700
1994 N/A N/A
Kenneth R. Argo 1996 7,062 0
Vice President 1995 0 0
1994 0 60
ALL OTHER
NAME AND COMPENSATION
PRINCIPAL POSITION YEAR ($)(5)
- -------------------------- ---- ------------
Michael R. Coltrane 1996 $ 5,627
President and Chief 1995 9,149
Executive Officer 1994 8,092
Barry R. Rubens 1996 2,265
Senior Vice President (7) 1995 4,052
1994 3,207
Nicholas L. Kottyan 1996 4,603
Senior Vice President (6) 1995 0
1994 0
Thomas A. Norman 1996 1,116
Senior Vice President (7) 1995 92
1994 N/A
Kenneth R. Argo 1996 4,576
Vice President 1995 5,233
1994 4,816
(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) Gain from the exercise of stock options.
(4) Represents the value of shares of restricted stock granted
under the Registrant's 1995 Restricted Stock Award Program (the
"RSAP"). Pursuant to the RSAP, these shares remain subject to
certain transferability restrictions for a period of ten years
(the "Restricted Period"). Recipients of restricted stock under
the RSAP are entitled to receive any cash dividends made with
respect to such shares of restricted stock prior to the end of
the Restricted Period. The number and value of the aggregate
restricted stock holdings of the named executive officers as of
December 31, 1996 were as follows: Michael R. Coltrane -- 204
shares ($21,828); Barry R. Rubens -- 216 shares ($20,192);
Nicholas L. Kottyan -- 99 shares ($10,593); Thomas A. Norman --
267 shares ($24,591); and Kenneth R. Argo -- 66 shares ($7,062).
(5) Amounts represent Registrant's matching contributions to the
Employee's Savings Plan as well as contributions by the
Registrant with respect to term life insurance.
(6) Mr. Kottyan was employed by the Registrant on December 31,
1994.
(7) Mr. Norman was employed by the Registrant on September 1,
1995.
STOCK OPTION PLANS
The Registrant has in effect the Comprehensive Stock Option
Plan (the "Comprehensive Plan") pursuant to which the Registrant
may grant stock options to certain key employees of the
Registrant and its subsidiaries. At December 31, 1996, 5,700
shares of Class B Stock were reserved for issuance but ungranted
under the Comprehensive Plan. During 1996, no options were
granted under the Comprehensive Plan. The Registrant also has in
effect the 1989 Executive Stock Option Plan (the "1989 Plan"),
the 1995 Employee Stock Purchase Plan (the "1995 ESPP") and the
RSAP. Pursuant to the 1989 Plan, no additional options may be
granted, and options outstanding at year-end are exercisable in
1997. During 1996, the Registrant did not sell any additional
shares of Class B Stock to employees under the 1995 ESPP. A
total of 1,475 restricted shares of Class B Stock with a weighted
average fair value of $107 were granted in 1996 pursuant to the
RSAP. In accordance with the terms of the RSAP, such restricted
shares were granted to key employees and subsidiary employees of
the Registrant who achieved certain performance goals.
Options to acquire 579 shares of Class B Stock were
exercised during 1996 under the terms of the Registrant's
Executive Stock Option Plan. Shares acquired pursuant to the
exercise of such options were purchased at the following prices:
$58.67 (531 shares); and $69.33 (48 shares).
No option grants were made to the named executive officers
under the Registrant's stock option plans during fiscal year
1996.
The following table sets forth a summary of certain
information with respect to the exercise of stock options during
1996 by the named executive officers and the value of such
executive's unexercised stock options held at fiscal year end
(including options outstanding under the Comprehensive Stock
Option Plan and options outstanding under the 1989 Plan).
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
NAME (#) ($)(1)
- -------------------- ----------- --------
Michael R. Coltrane 363 $ 18,634
Barry R. Rubens 0 $ 0
Nicholas L. Kottyan 0 $ 0
Thomas A. Norman 0 $ 0
Kenneth R. Argo 0 $ 0
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED OPTIONS/SARS
AT FISCAL YEAR-END (#)(2)
--------------------------
NAME EXERCISABLE UNEXERCISABLE
- -------------------- ----------- --------------
Michael R. Coltrane 3,750 0
Barry R. Rubens 2,175 0
Nicholas L. Kottyan 2,100 0
Thomas A. Norman 2,100 0
Kenneth R. Argo 30 0
VALUE OF UNEXERCISED
IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR-END ($)
--------------------------
NAME EXERCISABLE UNEXERCISABLE
- -------------------- ----------- -------------
Michael R. Coltrane $260,003 $ 0
Barry R. Rubens $154,451 $ 0
Nicholas L. Kottyan $147,702 $ 0
Thomas A. Norman $142,500 $ 0
Kenneth R. Argo $ 3,020 $ 0
(1) Based on market value at time of exercise.
(2) Based on the last known selling price of $170 at December
31, 1996.
PENSION 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: (i) 1.1 percent of average compensation multiplied
by creditable service not in excess of 40 years; plus (ii) .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 under the Pension
Plan 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.
PENSION PLAN TABLE*
ESTIMATED ANNUAL BENEFITS PAYABLE UPON
5 YEAR RETIREMENT WITH YEARS OF CREDITABLE SERVICE INDICATED
AVERAGE -----------------------------------------------------
ANNUAL PAY 15 20 25 30 35 40
- ---------- ------- ------- ------- ------- ------- -------
$ 50,000 $10,434 $13,912 $17,390 $20,868 $24,346 $27,096
75,000 16,997 22,662 28,328 33,993 39,659 43,783
100,000 23,859 31,412 39,265 47,118 54,971 60,471
125,000 30,122 40,162 50,203 60,243 70,274 77,158
150,000 36,975 48,912 61,286 73,368 85,801 93,846
175,000 43,334 57,779 72,224 86,669 101,113 110,738
200,000 49,897 66,529 83,161 99,794 116,426 127,426
225,000 56,459 75,279 94,099 112,919 131,738 144,113
250,000 62,934 83,912 104,890 125,868 146,846 160,596
*Assuming a normal retirement date of 12/31/96.
As of December 31, 1996, the credited years of service and
compensation covered by the Pension Plan, for each named
executive officer, were approximately as follows: Mr. Coltrane
- -- 9 years ($52,200), Mr. Kottyan -- 2 years ($59,400), Mr.
Rubens -- 4 years ($62,400), Mr. Norman -- 1 year ($43,800) and
Mr. Argo -- 14 years ($32,400). Under the terms of the Pension
Plan, Messrs. Kottyan, Rubens and Norman will not have any vested
benefit until each of them attains 5 years of service with the
Registrant.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table presents information as of January 31,
1996 regarding the beneficial ownership of the equity securities
of the Registrant of (i) all current directors and nominees for
director, (ii) each executive officer of the Corporation named in
the Summary Compensation Table contained elsewhere herein and
(iii) all directors, nominees for director and executive officers
as a group. The table also sets forth the beneficial ownership
of any person owning more than 5% of the Voting Common Stock.
A. VOTING COMMON
SHARES
BENEFICIALLY OWNED (1)
------------------------
PERCENT OF
NAME AND ADDRESS NUMBER CLASS
-------------------------- ----------- ----------
L. D. Coltrane III 34,414 (2) 15.2%
P.O. Box 227
Concord, NC 28026-0227
Betty Gay Bivens 28,726 12.7%
400 Avinger Lane
Davidson, NC 28036
Michael R. Coltrane 28,424 (3) 12.5%
P.O. Box 227
Concord, NC 28026-0227
Ramark & Co. 19,668 8.7%
(Nominee Name of First Charter
National Bank Trust Department)
P.O. Box 228
Concord, NC 28026-0228
Mrs. Mariam C. Schramm 15,525 6.8%
(Mrs. T. M. Schramm)
400 Avinger Lane
Davidson, NC 28036
World Div. Bd. of Global Min. 15,096 6.6%
U. M. Church
475 Riverside Drive
15th Floor
New York, NY 10027
Phil W. Widenhouse 2,434 (4) 1.0%
P.O. Box 227
Concord, NC 28026-0227
Jerry H. McClellan 463 (5) *
P.O. Box 227
Concord, NC 28026-0227
Ben F. Mynatt 343 *
1980 Hwy. 73 E.
Concord, NC 28025
John R. Boger 80 *
147 Union St. S.
Concord, NC 28025
Kenneth R. Argo 46 *
P.O. Box 227
Concord, NC 28026-0227
Nicholas L. Kottyan 30 *
P.O. Box 227
Concord, NC 28026-0227
Barry R. Rubens 18 *
P.O. Box 227
Concord, NC 28026-0227
Thomas A. Norman 15 *
P.O. Box 227
Concord, NC 28026-0227
B. NONVOTING CLASS B COMMON
Mrs. Mariam C. Schramm 72,207 5.7%
(Mrs. T. M. Schramm)
400 Avinger Lane
Davidson, NC 28036
Michael R. Coltrane 25,860 (6) 2.1%
P.O. Box 227
Concord, NC 28026-0227
Phil W. Widenhouse 15,747 (7) 1.3%
P.O. Box 227
Concord, NC 28026-0227
Betty Gay Bivens 7,548 *
400 Avinger Lane
Davidson, NC 28036
Jerry H. McClellan 4,542 (8) *
P.O. Box 227
Concord, NC 28026-0227
Kenneth R. Argo 2,481 (9) *
P.O. Box 227
Concord, NC 28026-0227
Barry R. Rubens 2,583 (11) *
P.O. Box 227
Concord, NC 28026-0227
Nicholas L. Kottyan 2,559 (12) *
P.O. Box 227
Concord, NC 28026-0227
Thomas A. Norman 2,502 (13) *
P.O. Box 227
Concord, NC 28026-0227
Ben F. Mynatt 1,553 *
1980 Hwy. 73 E.
Concord, NC 28025
L. D. Coltrane III 1,269 (10) *
P.O. Box 227
Concord, NC 28026-0227
John R. Boger, Jr. 369 *
147 Union St. S.
Concord, NC 28025
C. 5% PREFERRED
Phil W. Widenhouse 57 *
P.O. Box 227
Concord, NC 28026-0227
Michael R. Coltrane 24 *
P.O. Box 227
Concord, NC 28026-0227
D. 4-1/2% PREFERRED
Michael R. Coltrane 15 *
P.O. Box 227
Concord, NC 28026-0227
E. All directors, Voting Common 106,571 46.9%
nominees and Class B Stock 127,885 10.2%
executive officers 5% Pref. 81 *
of the Registrant 4-1/2% Pref. 15 *
as a group
(15 persons) (14)
_______________
*Less than 1%.
(1) Unless otherwise noted, all shares of Voting Common Stock
and Class B Nonvoting Common Stock set forth in the table are
directly owned, with sole voting and investment power, by such
shareholder.
(2) Includes 4,434 shares owned by spouse.
(3) Includes 14,529 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 626 shares owned by
spouse.
(4) Includes 126 shares owned by spouse.
(5) Includes 135 shares owned by spouse.
(6) Includes 18,747 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, 150 shares owned by
spouse, and 3,750 shares represented by currently exercisable
options.
(7) Includes 8,418 shares owned by spouse.
(8) Includes 897 shares owned by spouse and 1,350 shares
represented by currently exercisable options.
(9) Includes 30 shares represented by currently exercisable
options.
(10) Includes 9 shares owned by spouse and 375 shares represented
by currently exercisable options.
(11) Includes 2,175 shares represented by currently exercisable
options.
(12) Includes 2,100 shares represented by currently exercisable
options.
(13) Includes 2,100 shares represented by currently exercisable
options.
(14) Does not include 19,743 shares of Voting Common Stock,
60,640 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
The Registrant may from time to time have short-term loans
outstanding with First Charter National Bank, Concord, North
Carolina ("FCNB"). With respect to FCNB, 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, 1996, the
Registrant had no outstanding loans with FCNB. The Registrant
also has an available line of credit totaling $3.5 million at
FCNB. None of this amount was outstanding at December 31, 1996
and none was used during fiscal 1996.
FCNB is the Trustee of the Registrant's Employee Stock
Ownership Plan, the Employee Savings Plus Plan and the Employees
Pension Plan of the Concord Telephone Company. CTC paid FCNB a
fee of $159,750 for such services in 1996.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Documents filed as part of this report
(1) Financial Statements: The following financial
statements, together with reports thereon of independent auditors
are included in response to Item 8:
(A) Consolidated Financial Statements
* Independent Auditors' Report F-2
* Consolidated balance sheets as of December
31, 1996 and 1995 F-3
* Consolidated statements of income for the
years ended
December 31, 1996, 1995, and 1994 F-5
* Consolidated statements of stockholders'
equity for the years ended
December 31, 1996, 1995, and 1994 F-6
* Consolidated statements of cash flows
for the years ended December 31,
1996, 1995, and 1994 F-7
* Notes to consolidated financial
statements for the years ended
December 31, 1996, 1995, and 1994 F-8
(B) Consolidated Financial Statement Schedules
The following financial statement schedule is
included:
* Schedule II - Valuation and Qualifying
Accounts F-39
Other schedules are omitted because the required
information is included in the financial statements
or is not applicable.
(C) Financial Statements of North Carolina RSA 15
Cellular Partnership (to be filed as an amendment to this
Annual Report on Form 10-K within 90 days pursuant to
Rule 3-09(b) of Regulation S-X) F-40
(2) Exhibits: The following exhibits are filed with this
report or, as noted, incorporated by reference herein:
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------
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.)
3.1 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.)
3.2 Bylaws 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.)
10.1 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.)
10.2 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.)
10.3 BellSouth Carolinas PCS Limited Partnership
Agreement 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.)
10.4 Limited Liability Company Agreement of Wireless
One of North Carolina, L.L.C. dated October 10, 1995 by and among
CT Wireless Cable, Inc., Wireless One, Inc. and O. Gene Gabbard.
10.5 North Carolina Utilities Commission order
approving the issuance and sale of Class B Nonvoting 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.)*
10.6 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.)*
10.7 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.)*
10.8 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.)*
10.9 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.
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
_________________________
* Indicates management contract or compensatory plan required
to be filed as an Exhibit.
(b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during
the three months ended December 31, 1996.
(c) The following exhibits are filed herewith and follow the
signature pages:
10.4 Limited Liability Company Agreement of Wireless
One of North Carolina, L.L.C. dated October 10,
1995 by and among CT Wireless Cable, Inc., Wireless
One, Inc. and O. Gene Gabbard
11 Computation of Earnings Per Share
21 Subsidiaries of the Registrant
27 Financial Data Schedule
(d) The financial statement schedule listed in Item 14(a)(1)
above begins on page F-39.
SIGNATURES
Pursuant to the requirements of 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,
thereunto duly authorized.
CT COMMUNICATIONS, INC.
By: /s/ MICHAEL R. COLTRANE
Michael R. Coltrane
President and Chief
Executive Officer
Date: March 31, 1997
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following
persons on behalf of the Registrant in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ MICHAEL R. COLTRANE President, March 31, 1997
Michael R. Coltrane Chief Executive Officer
and Director
(Principal Executive Officer)
/S/ L.L. COLTRANE III Chairman of the Board March 31, 1997
L.D. Coltrane III and Director
/S/ BARRY R. RUBENS Senior Vice President March 31, 1997
Barry R. Rubens (Principal Financial
and Principal Accounting
Officer)
/S/ JOHN R. BOGER, JR. Director March 31, 1997
John R. Boger, Jr.
________________________ Director March __, 1997
O. Charlie Chewning
________________________ Director March __, 1997
Samuel E. Leftwich
/S/ JERRY H. MCCLELLAN Director March 31, 1997
Jerry H. McClellan
/S/ BEN F. MYNATT Director March 31, 1997
Ben F. Mynatt
/S/ PHIL W. WIDENHOUSE Director March 31, 1997
Phil W. Widenhouse
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Financial Statements and Schedules
December 31, 1996, 1995, and 1994
(With Independent Auditors' Report Thereon)
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Financial Statements Index
December 31, 1996, 1995 and 1994
(1) Consolidated Financial Statements
The following financial statements, together with
independent auditors' report thereon, are included:
* Independent Auditors' Report F - 2
* Consolidated balance sheets as of
December 31, 1996 and 1995 F - 3 and F - 4
* Consolidated statements of income for the
years ended December 31, 1996, 1995 , and
1994 F - 5
* Consolidated statements of stockholders'
equity for the years ended December 31,
1996, 1995 , and 1994 F - 6
* Consolidated statements of cash flows for the
years ended December 31, 1996, 1995 , and
1994 F - 7
* Notes to consolidated financial statements
for the years ended December 31, 1996, 1995 ,
and 1994 F - 8 to F - 25
(2) Consolidated Financial Statement Schedules
The following financial statement schedule is included:
* Schedule II - Valuation and Qualifying Accounts F - 26
Other schedules are omitted because the required information
is included in the financial statements or is not
applicable.
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, 1996 and 1995, and the results of their operations
and their cash flows for each of the years in the three-year
period ended December 31, 1996, 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.
Charlotte, North Carolina
February 28, 1997
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1996 and 1995
ASSETS 1996 1995
------ ----------- -----------
Current assets:
Cash and cash equivalents $ 2,162,698 4,751,204
Short-term investments (note 2) 316,158 2,711,699
Accounts receivable, net of
allowance for doubtful accounts
of $100,000 in 1996 and 1995 7,614,737 8,878,698
Refundable income taxes 14,736 176,228
Materials and supplies 2,860,114 1,803,419
Deferred income taxes (note 11) 103,399 71,324
Prepaid expenses and other assets 476,774 533,385
----------- -----------
Total current assets 13,548,616 18,925,957
----------- -----------
Investment securities (note 2) 3,637,445 9,074,888
Investments in affiliates (note 3) 25,888,315 21,788,955
Property, plant, and equipment:
Telephone plant in service (note 1c):
Land, buildings, and general
equipment 22,146,226 17,400,228
Central office equipment 58,691,229 47,037,535
Poles, wires, cables and conduit 72,466,757 65,849,055
Construction in progress - 14,483
----------- -----------
153,304,212 130,301,301
Less accumulated depreciation 81,314,625 72,325,624
----------- -----------
Net property, plant,
and equipment 71,989,587 57,975,677
----------- -----------
$ 115,063,963 107,765,477
=========== ===========
See accompanying notes to consolidated financial statements.
Liabilities and Stockholders' Equity 1996 1995
- ------------------------------------ ----------- -----------
Current liabilities:
Current portion of long-term
debt and redeemable
preferred stock (notes 5 and 6) $ 2,072,500 652,500
Accounts payable 9,962,149 8,852,272
Customer deposits and advance
billings 1,271,562 1,080,773
Accrued payroll 1,250,396 468,390
Accrued pension cost (note 10) 1,043,974 1,143,033
Other accrued liabilities 469,492 500,654
----------- -----------
Total current liabilities 16,070,073 12,697,622
Long-term debt (note 5) 2,014,000 4,074,000
----------- -----------
Deferred credits and other liabilities:
Deferred income taxes (note 11) 1,106,910 1,568,455
Investment tax credits (note 11) 1,033,965 1,148,850
Regulatory liability (note 1 g) 2,507,029 2,633,285
Postretirement benefits other than
pension (note 10) 9,422,573 8,104,965
Other 1,103,098 1,103,098
----------- -----------
15,173,575 14,558,653
----------- -----------
Redeemable preferred stock:
4.8% series; authorized 5,000 shares;
issued and outstanding 1,625
and 1,750 shares in 1996 and 1995,
respectively (note 6) 150,000 162,500
----------- -----------
Total liabilities 33,407,648 31,492,775
Stockholders' equity:
Preferred stock not subject to
mandatory redemption (note 7):
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 7):
Voting; 227,019 shares outstanding 4,021,094 4,021,094
Nonvoting; 1,258,357 and
1,256,001 shares outstanding
in 1996 and 1995, respectively 23,377,120 23,114,777
Other capital 298,083 298,083
Unearned compensation (note 8) (188,055) (60,752)
Unrealized gain on securities
available-for-sale 195,419 1,196,766
Retained earnings 52,260,013 46,010,093
----------- -----------
Total stockholders' equity 81,656,315 76,272,702
Contingency (note 13)
----------- -----------
$ 115,063,963 107,765,477
=========== ===========
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Income
Years ended December 31, 1996, 1995, and 1994
1996 1995 1994
----------- ----------- -----------
Operating revenues:
Local service $ 24,715,038 21,230,607 18,817,818
Access and toll service 31,653,259 29,971,626 29,273,624
Other and unregulated 11,008,784 9,551,076 7,259,527
Less: provision for
uncollectible accounts (323,075) (335,958) (221,074)
----------- ----------- -----------
Total operating
revenues 67,054,006 60,417,351 55,129,895
----------- ----------- -----------
Operating expenses (note 1c):
Plant specific 20,026,094 15,627,931 15,707,404
Depreciation and
amortization 10,104,802 11,968,090 14,426,629
Customer operations 11,224,067 8,348,246 7,391,108
Corporate operations 9,995,004 7,256,798 6,235,157
----------- ----------- -----------
Total operating
expenses 51,349,967 43,201,065 43,760,298
----------- ----------- -----------
Net operating
revenues 15,704,039 17,216,286 11,369,597
----------- ----------- -----------
Other income (expenses):
Equity in income of
affiliates, net (note 3) 1,801,952 2,203,706 1,295,975
Interest, dividend
income and gain on
sale of investments 244,213 939,139 1,053,658
Other expenses,
principally interest (705,112) (581,764) (685,946)
----------- ----------- -----------
Total other income 1,341,053 2,561,081 1,663,687
----------- ----------- -----------
Income before
income taxes 17,045,092 19,777,367 13,033,284
----------- ----------- -----------
Income taxes (note 11) 6,583,671 6,760,624 4,688,936
----------- ----------- -----------
Net income 10,461,421 13,016,743 8,344,348
Dividends on
preferred stock 92,535 93,135 93,948
----------- ----------- -----------
Earnings for common
stock $ 10,368,886 12,923,608 8,250,400
=========== =========== ===========
Earnings per common
share $ 6.98 8.74 5.59
=========== =========== ===========
See accompanying notes to consolidated financial statements.
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 1996, 1995, and 1994
1996 1995
----------- -----------
Cash flows from operating activities:
Net income $ 10,461,421 13,016,743
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 10,104,802 11,968,090
Postretirement benefits 1,317,608 1,811,771
Loss (gain) on sale of
investment securities 75,667 5,745
Undistributed income of affiliates (1,801,952) (1,079,323)
Decrease (increase) in accounts
receivable 1,263,961 (1,833,729)
Increase in materials and supplies (1,056,695) (381,013)
Decrease (increase) in other
current assets 56,611 (294,806)
Increase in accounts payable 1,109,877 710,595
Increase in customer deposits
and advance billings 190,789 90,963
Increase (decrease) in deferred
income taxes and tax credits 31,700 (2,532,397)
Increase in accrued liabilities 525,529 203,657
Decrease (increase) in refundable
income taxes 161,492 (1,350,587)
----------- -----------
Net cash provided by
operating activities 22,440,810 20,335,709
----------- -----------
Cash flows from investing activities:
Capital expenditures - telephone plant(24,150,030) (16,129,492)
Salvage value - telephone plant retired 31,318 26,148
Purchases of investments in affiliates (4,263,200) (8,665,390)
Purchases of investment securities (1,067,060) (9,787,257)
Proceeds from sale of investment
securities 4,606,652 10,316,461
Maturities of investment securities 2,751,739 4,681,351
Partnership capital distribution 1,965,792 713,761
----------- -----------
Net cash used in
investing activities (20,124,789) (18,844,418)
----------- -----------
Cash flows from financing activities:
Repayment of long-term debt (640,000) (1,527,500)
Proceeds from new debt - -
Redemption of preferred stock (12,500) (12,500)
Dividends paid (4,225,627) (4,087,558)
Proceeds from common stock issuance 109,869 586,675
Other (136,269) (45,439)
----------- -----------
Net cash used in
financing activities (4,904,527) (5,086,322)
----------- -----------
Net (decrease) increase in cash
and cash equivalents (2,588,506) (3,595,031)
Cash and cash equivalents -
beginning of year 4,751,204 8,346,235
----------- -----------
Cash and cash equivalents -
end of year $ 2,162,698 4,751,204
=========== ===========
Supplemental cash flow information:
Cash paid for income taxes $ 6,474,267 10,589,211
Cash paid for interest 310,099 398,376
=========== ===========
See accompanying notes to consolidated financial statements.
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
Years ended December 31, 1996, 1995, and 1994
1994
-----------
Cash flows from operating activities:
Net income $ 8,344,348
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 14,426,629
Postretirement benefits 1,691,934
Loss (gain) on sale of
investment securities (270,296)
Undistributed income of affiliates (1,295,975)
Decrease (increase) in accounts
receivable (447,232)
Increase in materials and supplies (39,152)
Decrease (increase) in other
current assets (22,838)
Increase in accounts payable 3,565,484
Increase in customer deposits
and advance billings 129,998
Increase (decrease) in deferred
income taxes and tax credits (3,637,966)
Increase in accrued liabilities 259,110
Decrease (increase) in refundable
income taxes 1,367,327
-----------
Net cash provided by
operating activities 24,071,371
-----------
Cash flows from investing activities:
Capital expenditures - telephone plant (12,235,699)
Salvage value - telephone plant retired 70,719
Purchases of investments in affiliates (9,245,045)
Purchases of investment securities (219,855)
Proceeds from sale of investment
securities 324,746
Maturities of investment securities 7,192,217
Partnership capital distribution -
-----------
Net cash used in
investing activities (14,112,917)
-----------
Cash flows from financing activities:
Repayment of long-term debt (4,256,500)
Proceeds from new debt 4,029,000
Redemption of preferred stock (12,500)
Dividends paid (4,101,929)
Proceeds from common stock issuance 46,300
Other 22,211
-----------
Net cash used in
financing activities (4,273,418)
-----------
Net (decrease) increase in cash
and cash equivalents 5,685,036
Cash and cash equivalents -
beginning of year 2,661,199
-----------
Cash and cash equivalents -
end of year $ 8,346,235
===========
Supplemental cash flow information:
Cash paid for income taxes $ 5,504,103
Cash paid for interest 497,592
===========
See accompanying notes to consolidated financial statements.
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1996, 1995, and 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) PRINCIPLES OF CONSOLIDATION AND ORGANIZATION
These consolidated financial statements include the
accounts of CT Communications, Inc. (the Company), a
holding company, and its wholly-owned subsidiaries, The
Concord Telephone Company (Concord Telephone), CTC Long
Distance Services (CTC LDS), CT Cellular, Carolinas PCS
(dba CTC Wireless) and CT Wireless Cable. All
significant intercompany accounts and transactions have
been eliminated in consolidation.
CT Communications, Inc. and subsidiaries operate
entirely in the communications industry. Concord
Telephone, the Company's principal subsidiary, provides
local telephone service as well as telephone and
equipment rental to customers who are primarily
residents of Cabarrus, Stanly and Rowan counties in
North Carolina. The Company also provides long
distance service via CTC LDS. CT Cellular owns and
accounts for investments in two general partnerships
which provide cellular mobile telephone services to
various counties in North Carolina. CTC Wireless,
which began operations in 1996, accounts for the retail
operations and services provided in relation to
personal communications services, a new wireless
telecommunications system which includes voice, data
interface and paging. CT wireless Cable, which was
established in 1996, accounts for an investment in
Wireless One of North Carolina, LLC, which participates
in the wireless cable television market in North
Carolina.
The Company's regulated operations are subject to the
provisions of Statement of Financial Accounting
Standards (SFAS) No. 71, "Accounting for the Effects of
Certain Types of Regulation." The Company is under the
jurisdiction of the North Carolina Utilities
Commission.
(b) RECLASSIFICATIONS
In certain instances, amounts previously reported in
the 1995 and 1994 consolidated financial statements
have been reclassified to conform with the 1996
consolidated financial statement presentation. Such
reclassifications have no effect on net income or
retained earnings as previously reported.
(c) PROPERTY, PLANT AND EQUIPMENT
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 a straight-line basis using composite rates
acceptable to the regulatory authorities. During 1996,
1995 and 1994, 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 $574,363 in 1996,
$3,708,000 in 1995 and, $7,010,000 in 1994. The
provisions for depreciation for the years 1996, 1995,
and 1994 were 7.77%, 10.51% and 14.06%, 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
Investment securities at December 31, 1996 consist of
state, county and municipal debt securities, and
corporate equity securities. The Company classifies
its debt and equity securities in one of three
categories: trading, available-for-sale, or
held-to-maturity. Trading securities are bought and
held principally for the purpose of selling them in the
near term. Held-to-maturity securities are those
securities in which the Company has the ability and
intent to hold until maturity. All other securities
not included in trading or held-to-maturity are
classified as available-for-sale.
Trading and available-for-sale securities are recorded
at fair value. Held-to-maturity securities are
recorded at amortized cost, adjusted for the
amortization or accretion of premiums or discounts.
Unrealized holding gains and losses on trading
securities are included in earnings. Unrealized
holding gains and losses, net of the related tax
effect, on available-for-sale securities are excluded
from earnings and are reported as a separate component
of stockholders equity until realized. Realized gains
and losses from the sale of available-for-sale
securities are determined on a specific identification
basis.
A decline in the market value of any available-for-sale
or held-to-maturity security below cost that is deemed
to be other than temporary results in a reduction in
carrying amount to fair value. The impairment is
charged to earnings and a new cost basis for the
security established. Premiums and discounts are
amortized or accreted over the life of the related
held-to-maturity security as an adjustment to yield
using the effective interest method. Dividend and
interest income are recognized when earned.
At December 31, 1996, all of the Company's securities
are classified as available-for-sale securities.
(e) INVESTMENTS IN AFFILIATED COMPANIES
The Company has interests in several partnerships and
corporations which operate in the communications
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
Income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences
attributable to differences between the financial
statement carrying amounts of existing assets and
liabilities and their respective tax bases and
operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the
years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is
recognized in income in the period that includes the
enactment date.
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 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 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. 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
and are presented with adjustment for subsequent stock
dividends and stock splits. The difference between
primary and fully diluted earnings per share is
immaterial.
(j) CASH EQUIVALENTS
For purposes of the statement of cash flows, the
Company considers all short-term investments with
original maturities at the date of purchase of three
months or less to be cash equivalents.
(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) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS
TO BE DISPOSED OF
The Company adopted the provisions of SFAS No. 121
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND
FOR LONG-LIVED ASSETS TO BE DISPOSED OF, on January 1,
1996. This statement requires that long-lived assets
and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held
and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to
be generated by the asset. If such assets are
considered to be impaired, the impairment to be
recognized is measured by the amount by which the
carrying amount of the assets exceed the fair value of
the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less
costs to sell. Adoption of this Statement did not have
a material impact on the Company's financial position,
results of operations, or liquidity.
(m) STOCK OPTION PLANS
Prior to January 1, 1996, the Company accounted for its
stock option plans in accordance with the provisions of
Accounting Principles Board ( APB ) Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related
interpretations. As such, compensation expense would
be recorded on the date of grant only if the current
market price of the underlying stock exceeded the
exercise price. On January 1, 1996, the Company
adopted SFAS No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, which permits entities to recognize as
expense over the vesting period the fair value of all
stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to
continue to apply the provisions of APB Opinion No. 25
and provide pro forma net income and pro forma earnings
per share disclosures for employee stock option grants
made in 1995 and future years as if the
fair-value-based method defined in SFAS No. 123 had
been applied. The Company has elected to continue to
apply the provisions of APB Opinion No. 25 and provide
the pro forma disclosure provisions of SFAS No. 123.
(2) INVESTMENT SECURITIES
The amortized cost, gross unrealized holding gains, gross
unrealized holding losses and fair value for the Company's
investments by major security type and class of security at
December 31, 1996 and 1995, were as follows:
GROSS GROSS
UNREALIZED UNREALIZED
AMORTIZED HOLDING HOLDING FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
At December 31, 1996
Available-for-sale:
State, county and
municipal debt
securities $ 2,756,158 169,230 (168,109) 2,757,279
Equity securities 877,205 2,238,449 (1,919,330) 1,196,324
---------- --------- --------- ----------
$ 3,633,363 2,407,679 (2,087,439) 3,953,603
========== ========= ========= ==========
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
========== ========= ========= ==========
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.
Maturities of debt securities were as follows at December
31, 1996:
AMORTIZED FAIR
COST VALUE
---------- ---------
Currently due $ 316,158 316,158
Due after one year through
five years 1,940,000 1,940,931
Due after five years through
ten years 500,000 500,190
--------- ---------
$ 2,756,158 2,757,279
(3) INVESTMENTS IN AFFILIATED COMPANIES
Investments in affiliated companies consist of the
following:
OWNERSHIP
PERCENTAGE 1996 1995
---------- --------- ---------
Equity Method:
RSA 15 Partnership 50.00% $ 6,516,008 4,844,472
BellSouth Carolinas PCS, LP 1.95% 5,581,051 4,597,756
U.S. Telecom Holdings 27.70% 3,556,294 3,520,833
Wireless One of
North Carolina, LLC 48.00% 1,371,000 240,000
Ellerbe-Concord Partnership 49.00% 1,188,967 898,959
Access On 19.58% 199,095 271,035
Other various - 63,747
Cost Method:
ITC Associates Partnership 22.48% $ 5,519,832 5,519,832
USTN Holdings, Inc. 4.00% 1,068,624 -
ITC Holding Company .3% 658,354 658,354
ITN Charter - - 789,347
U.S. Intelco - - 279,277
Other various 229,090 105,343
---------- ----------
$25,888,315 21,788,955
========== ==========
The purpose of the ITC Associates partnership is to acquire,
own or hold, manage and sell ITC Holding Company common
stock. ITC Holding Company operates entirely in the
communications industry, primarily providing local, long
distance and wireless service to customers.
The Partnership has an 18.33% interest in ITC Holding
Company, and therefore, the Company's indirect ownership in
ITC Holding Company is 4.1%. The Company's direct ownership
in ITC Holding Company is .3%, for a total ownership of
4.4%. The substance of the investment in ITC Associates
Partnership is an ownership in ITC Holding Company, and
since this ownership is less than 20%, the investment has
been accounted for under the cost method. Had the Company
recorded this investment under the equity method, the
Company's share of earnings from affiliates would have been
$960,000.
The RSA 15 Partnership 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.
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. Due to the company's significant
influence over this partnership's operating and financial
policies, this investment is accounted for under the equity
method.
U.S. Telecom Holdings is in the business of investing
directly or indirectly in regional operating telephone
companies in Hungary, Mexico and other developing countries.
The Company also develops and sells operating software
systems for the telecommunications industry.
The purpose of Wireless One of North Carolina, LLC is to
develop and deploy wireless cable in North Carolina.
Ellerbe-Concord Partnership has a 50% partnership with
Alltel Mobile which is in the business of providing cellular
service in Anson, Lincoln, Montgomery and Richmond counties
of North Carolina.
Access On was formed in cooperation with the Company and
thirteen other North Carolina independent telephone
companies. Access On was formed to build and operate a
broadband backbone telecommunications network throughout
much of North Carolina. Due to the Company's significant
influence over this company's operating and financial
policies, this investment is accounted for under the equity
method.
During 1996, ITN Charter and U.S. Intelco merged to form
USTN Holdings, Inc.
Included in the Company's share of earnings from affiliates
accounted for under the equity method were total losses of
$2,125,385 and total income of $3,927,337. Over 86% of the
losses and 90% of the income was attributable to Bell South
Carolinas PCS and the RSA 15 Partnership, respectively.
Summarized unaudited combined financial position information
for these two entities as of December 31, 1996 and 1995 is
as follows: current assets-$16,182,000 and $47,754,000;
property and other non-current assets-$372,325,000 and
$157,812,000; current liabilities-$108,475,000 and $488,000;
equity-$280,507,000 and $205,078,000. Summarized unaudited
combined results of operations for these two entities for
the years ended December 31, 1996, 1995 and 1994,
respectively, is as follows: revenues-$27,176,000,
$16,680,000 and $11,003,000; operating income
(loss)-($81,861,000), ($14,982,000), and $2,463,000; and net
income (loss)-($86,351,000), ($14,381,000) and $2,505,000.
(4) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate
the fair value of the company's financial instruments:
Cash and cash equivalents, short-term investments,
accounts receivable, other assets, accounts payable and
accrued expenses - the carrying amount approximates
fair value because of the short maturity of these
instruments.
Investment Securities - debt and equity securities are
carried at market value.
Investments in Affiliates - since there are no quoted
market prices for the Company's investments in
affiliates, a reasonable estimate of fair value could
not be made without incurring excessive costs.
Long-term debt - the fair value of the Company's
long-term debt is estimated by discounting the
scheduled payment streams to present value based on
current rates for similar instruments of comparable
maturities.
Based on the methods and assumptions noted above, the
estimated fair values of the Company's financial instruments
for which carrying value does not approximate fair value at
December 31, 1996 and 1995 are as follows:
1996 1995
---- ----
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- --------- ---------- ---------
Financial assets
Investment in
affiliates $ 25,888,315 N/A 21,788,955 N/A
========== === ========== ====
Financial liabilities
Long-term debt
and redeemable
preferred stock,
including current
maturities $ 4,236,500 4,154,645 4,889,000 4,558,339
========== ========= ========== =========
(5) LONG-TERM DEBT
Long-term debt at December 31, 1996 and 1995, consists of
the following:
1996 1995
---- ----
6.25% Series F first mortgage bonds,
due March 1, 1997 $ 1,440,000 1,440,000
Note payable to a bank (at 7.25%),
due in installments until 2001 2,634,000 3,274,000
--------- ---------
Total long-term debt 4,074,000 4,714,000
Less: current installments 2,060,000 640,000
--------- ---------
Long-term debt, excluding
current installments $ 2,014,000 4,074,000
========= =========
Annual maturities of the long-term debt outstanding for the
five-year periods subsequent to December 31, 1996, are as
follows: $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, 1996, 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,
1996 or used during 1996.
(6) 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, 1996, other than
the annual sinking fund requirement of $12,500.
(7) COMMON STOCK AND PREFERRED STOCK NOT SUBJECT TO MANDATORY
REDEMPTION
Common stock is comprised of Voting and Nonvoting Class B
stock. There are 3,000,000 shares of Voting Common Stock
authorized. There are 15,000,000 shares of Nonvoting Common
Stock authorized.
The weighted average number of common shares outstanding (as
adjusted) are 1,484,789 in 1996, 1,478,922 in 1995, and
1,475,523 in 1994. In August 1994, the Company issued a
one-for-four stock dividend to stockholders of record at
September 1, 1994. In April 1996, the company effected a
three-for-one stock split in the form of a two-for-one stock
dividend to stockholders of record at May 3, 1996. 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:
$2.78 in 1996; $2.70 in 1995; and $2.64 in 1994.
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.
(8) STOCK COMPENSATION PLANS
At December 31, 1996, the Company has four stock-based
compensation plans, which are described below. The Company
applies APB Opinion No. 25 and related Interpretations in
accounting for its plans. Accordingly, no compensation cost
has been recognized for its fixed stock option plans and its
stock purchase plan. Had compensation cost for the
Company's stock-based compensation plans been determined
consistent with FASB Statement No. 123, the Company's net
income and earnings per share would have been reduced to the
pro forma amounts indicated below:
1996 1995
---- ----
Net Income As Reported $10,461,421 $13,016,743
Pro forma $10,120,715 $12,948,602
Earnings per
common share As Reported $ 6.98 $ 8.74
Pro forma $ 6.75 $ 8.69
The Company has an Executive Stock Option Plan (the Plan) to
allow key employees to increase their holdings of the
Company's common stock. 7,500 shares of Nonvoting Class B
common stock were reserved for issuance under the Plan. At
December 31, 1996, 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,
1996, is as follows:
WEIGHTED
AVERAGE
NUMBER EXERCISE
OF OPTIONS PRICE
---------- --------
Options outstanding and exercisable
at January 1, 1994 3,711 $ 68
Options granted 3,051 72
Options exercised (843) 55
------ ----
Options outstanding and exercisable
at December 31, 1994 5,919 75
Options granted - -
Options exercised (1,779) 74
------ ----
Options outstanding and exercisable
at December 31, 1995 4,140 77
Options granted - -
Options exercised (579) 60
------ ----
Options outstanding and exercisable
at December 31, 1996 3,561 $ 78
------ ----
As of December 31, 1996, the 3,561 options outstanding and
exercisable have exercise prices between $65 and $85 and a
weighted-average remaining contractual life of 3 years.
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 15,000
shares of nonvoting class B Common Stock reserved for
issuance under the Plan. At December 31, 1996, the number
of nonvoting Class B common stock reserved for issuance but
ungranted was 5,700 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 6 months after the grant date. During 1995,
the Company granted 9,300 shares with a weighted-average
exercise price of $106, a weighted-average fair value of $32
and exercise prices ranging from $90 - 107 and at December
31, 1996, a weighted-average remaining life of 9 years. As
of December 31, 1996, no additional options had been
granted, and no options had been exercised.
The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions: dividend yield
of 2.5%; expected volatility of 20%; risk-free interest rate
of 6%, and expected lives of 10 years.
During 1995, the Company approved a Restricted Stock Award
Program (the Program) to provide deferred compensation and
additional equity participation to certain executive
management and key employees. The aggregate amount of Class
B common stock that may be awarded to participants under the
Program is 15,000 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, 10 years. In 1996 and
1995 respectively, the Company granted 1,475 and 726 shares
to participants with a weighted-average fair value of $107
and $90. Deferred Compensation at December 31, 1996 and
1995, respectively was $188,055 and $65,008, which is
disclosed net of amortization of $29,428 and $4,256, in the
consolidated statement of stockholders' equity.
In April 1996, the Company approved a Director Compensation
Plan (the Plan) to provide each member of the Board of
Directors the right to receive the Director's compensation
in shares of Class B common stock or cash, at the Director's
discretion. An aggregate of 7,500 shares have been reserved
for issuance under the Plan. All compensation for a
Director who elects to receive shares of stock in lieu of
cash will be converted to shares of stock based upon the
fair market value of the Class B stock on the grant date.
The initial grant date is the first day that is six months
and one day following the Directors election. All
subsequent compensation shall be converted to shares of
Class B stock based upon the fair market value of the Class
B stock on the date such compensation is paid or made
available to the Director. During 1996, the Company granted
352 shares with a fair market value of $170.
(9) EMPLOYEE STOCK PURCHASE PLAN
In 1995, the Company approved an Employee Stock Purchase
Plan (the Plan) which authorized 7,500 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 4,728 shares have been issued under
the Plan at a purchase price of $83 per share.
(10) 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 1996 or 1995. Plan
assets are invested primarily in common stocks,
long-term bonds and U.S. treasury notes.
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, 1996 and
1995.
1996 1995
---- ----
Actuarial present value of
benefit obligations:
Accumulated benefit obligation,
including vested benefits of
$20,657,133 in 1996
$19,340,283 in 1995, respectively $ 20,950,012 19,662,643
=========== ===========
Projected benefit obligation (26,375,271) (24,713,042)
Plan assets at fair value 32,848,100 30,286,583
----------- -----------
Excess of plan assets over the
projected benefit obligation 6,472,829 5,573,541
Unrecognized net gain deferred (7,078,443) (6,208,654)
Unrecognized prior service cost (41,989) (45,488)
Unrecognized net asset being amortized
over 16 years from January 1, 1987 (396,371) (462,432)
---------- -----------
Net accrued pension cost $ (1,043,974) (1,143,033)
========== ==========
Net pension cost for 1996, 1995, and 1994 included the
following:
1996 1995 1994
---- ---- ----
Service cost, benefits
earned during the period $ 651,591 571,935 628,473
Interest cost on projected
benefit obligation 1,724,700 1,610,208 1,644,350
Actual return on
plan assets (3,784,646) (6,013,024) (341,371)
Net amortization
and deferral 1,309,296 4,006,215 (1,693,615)
---------- ---------- ----------
Net periodic pension cost $ (99,059) 175,334 237,837
========== ========== ==========
The weighted average discount rate of 7% in 1996 and
1995, and 7.5% in 1994 and the rate of increase in
future compensation levels of 5% in 1996 and 1995 and
6% in 1994 were used in determining the actuarial
present value of the projected benefit obligations at
the end of the year. The assumed long-term rate of
return on pension plan assets was 7.5% in 1996, 1995
and 1994.
(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 $229,500, $322,867, and $308,515 in 1996, 1995,
and 1994, 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 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 sheets at
December 31, 1996 and 1995:
1996 1995
---- ----
Accumulated postretirement benefit
obligation:
Retirees $ 5,198,219 5,690,627
Fully eligible active
plan participants 3,046,889 3,998,522
Other active plan participants 4,544,602 4,868,044
---------- ----------
12,789,710 14,557,193
Unrecognized net gain (loss) 2,139,040 (334,253)
Unrecognized transition obligation (5,506,177) (6,117,975)
---------- ----------
Accrued postretirement benefit cost $ 9,422,573 8,104,965
Net periodic postretirement benefit cost for 1996, 1995
and 1994 includes the following components:
1996 1995 1994
---- ---- ----
Service cost $ 321,990 331,470 341,469
Interest cost 828,192 931,037 941,801
Amortization of transition
obligation over 15 years 611,798 611,798 611,798
Amortization of gain (72,216) - -
--------- --------- ---------
Net periodic postretirement
benefit cost $ 1,689,764 1,874,305 1,895,068
========= ========= =========
For measurement purposes, a 13.5% percent annual rate
of increase in the per capita cost of covered benefits
(i.e., health care cost trend rate) was assumed for
1995 and the rate was assumed to decrease annually to
6.5% by the year 2002 and to remain level 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, 1996, to approximately
$14,245,179 and the aggregate of the service and
interest cost components of net periodic post
retirement benefit cost for the year ended December 31,
1996 by approximately $1,289,643.
The weighted-average discount rate used in determining
the accumulated postretirement benefit obligation was
7% in 1996 and 1995, and 7.5% in 1994.
(11) INCOME TAXES
Income tax expense (benefit) for the years ended December
31, 1996, 1995, and 1994, consists of:
1996 1995 1994
---- ---- ----
Current:
Federal $ 5,385,969 7,500,277 6,697,320
North Carolina 1,292,799 1,792,744 1,629,582
--------- --------- ---------
6,678,768 9,293,021 8,326,902
--------- --------- ---------
Deferred:
Federal, net of investment
tax credit amortization (111,920) (2,166,780) (2,953,712)
North Carolina 16,823 (365,617) (684,254)
--------- --------- ---------
(95,097) (2,532,397) (3,637,966)
--------- --------- ---------
Total $ 6,583,671 6,760,624 4,688,936
========= ========= =========
Total income tax expense differs from the amounts computed
by applying the U.S. federal income tax rate of 35 percent
to income before income taxes as a result of the following:
1996 1995 1994
---- ---- ----
Amount computed at
statutory rate $ 5,965,782 6,922,078 4,561,650
State income taxes, net of
federal income tax benefit 851,254 927,633 640,727
Nontaxable interest income (104,315) (263,375) (274,177)
Amortization of federal
investment tax credit (114,885) (248,538) (256,129)
Amortization of deferred
regulatory liability (126,256) (69,356) (72,346)
Other, net 112,091 (507,818) 89,211
--------- --------- ---------
Income tax expense $ 6,583,671 6,760,624 4,688,936
========= ========= =========
The tax effects of temporary differences that give rise to
significant portions of deferred tax assets and deferred tax
liabilities as of December 31, 1996 and 1995 were as
follows:
1996 1995
---- ----
Deferred tax assets:
Accrued postretirement
and pension benefits $ 4,190,884 3,702,898
Regulatory liability 971,646 1,018,624
Deferred investment tax credits 351,548 390,609
Environmental remediation costs 142,425 144,781
Accrued incentive 237,442 -
Other 210,263 222,011
--------- ---------
Total gross deferred tax assets 6,104,208 5,478,923
--------- ---------
Deferred tax liabilities:
Property, plant and equipment,
primarily related to
depreciation differences 6,772,715 6,210,910
Unrealized gain on securities 124,941 765,144
Other 210,063 -
--------- ---------
Total gross deferred
tax liabilities 7,107,719 6,976,054
--------- ---------
Net deferred tax liability $ 1,003,511 1,497,131
There was no valuation allowance for deferred tax assets as
of December 31, 1996, 1995 or 1994. 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,
1996.
(12) ACCOUNTING FOR THE EFFECTS OF REGULATION
The Company's regulated operations are subject to the
provisions of Statement of Financial Accounting Standards
No. 71 ("SFAS 71"), "Accounting for the Effects of Certain
Types of Regulation." Actions of a regulator can provide
reasonable assurance of the existence of an asset, reduce or
eliminate the value of an asset and impose a liability on a
regulated enterprise. SFAS 71 requires that, if a conflict
exists between the application of SFAS 71 and another
authoritative pronouncement, SFAS 71 is to be followed
because other authoritative pronouncements do not consider
the economic effects of the rate-making process. Therefore,
regulatory assets and liabilities established by the actions
of a regulator are required to be recorded, and,
accordingly, reflected in the balance sheet of an entity
subject to SFAS 71.
The Company's consolidated balance sheet as of December 31,
1996 included a regulatory liability of approximately $2.5
million which was recorded to offset deferred income taxes
[see note 1(g)].
During 1996, the Company filed a price regulation proposal
with its state regulators seeking permission to become
regulated based on prices rather than traditional rate base
rate of return regulation. This plan would expand the area
in which customers can call without paying long distance
charges by including all company exchanges in its toll-free
area. The plan also proposes to expand the metro area to
include Matthews, Huntersville, Davidson and other
surrounding communities, to eliminate the separate charge
for touch-tone calling, and to reduce charges for
long-distance calls into a broader calling zone that extends
into Western North Carolina. In exchange for the greater
flexibility in setting prices, the Company is agreeing to
open up its markets for competition for local dial-tone
services. By rebalancing rates, management believes the
Company can compete in emerging markets and still sustain
local rates that are affordable. A ruling on this proposal
is expected by June 1997.
The Company continuously monitors the applicability of SFAS
71 to its regulated operations. SFAS 71 may, at some future
date, be deemed inapplicable due to changes in the
regulatory, competitive and legislative environments and/or
a decision by the Company to accelerate deployment of new
technology. If the Company were to discontinue the
application of SFAS 71 to its regulated operations, the
Company would be required to write off its regulatory
liabilities and would be required to adjust the carrying
amount of any property, plant and equipment that would be
deemed not recoverable. The Company believes its regulated
operations continue to meet the criteria for SFAS 71 and
that the carrying value of its property, plant and equipment
is recoverable in accordance with established rate-making
practices.
(13) 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 which would reduce the remedy to less
than $20 million.
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 EPA's estimate
of cleanup costs is correct and the proposed modification is
finalized, the remaining cleanup costs to be borne by the
companies that signed the Consent Decree would be $15
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, wire and other waste material
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 estimated costs outlined
above, the Company's nominal share would be $60,750. 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. At December 31, 1996, the Company has
accrued $355,700 for the share of the liability plus legal
fees.
In the opinion of management, the Company has adequately
accrued for its proportionate share of the estimated
liability at December 31, 1996.
(14) SUMMARY OF INCOME STATEMENT INFORMATION (UNAUDITED)
A summary of quarterly income statement information for the
years ended December 31, 1996 and 1995, follows:
1996 QUARTERS ENDED
---------------------
MARCH 31 JUNE 30
---------- ----------
Operating revenues $ 15,473,079 15,576,999
Income before other income
(expenses) and income taxes 4,636,108 2,667,390
Net income 3,332,600 2,087,412
Earnings per common share $ 2.25 1.41
========== ==========
1995 QUARTERS ENDED
----------------------
MARCH 31 JUNE 30
---------- ----------
Operating revenues $ 13,369,020 15,209,825
Income before other income
(expenses) and income taxes 2,398,357 4,953,217
Net income 3,243,147 3,857,138
Earnings per common share $ 2.18 2.60
========== ==========
1996 QUARTERS ENDED
---------------------
SEPT. 30 DEC. 31
---------- ----------
Operating revenues $ 17,688,002 18,315,926
Income before other income
(expenses) and income taxes 3,891,375 4,509,166
Net income 2,561,567 2,479,842
Earnings per common share $ 1.72 1.67
========== ==========
1995 QUARTERS ENDED
----------------------
SEPT. 30 DEC. 31
---------- ----------
Operating revenues $ 15,090,972 16,747,534
Income before other income
(expenses) and income taxes 3,791,228 6,073,484
Net income 2,958,980 2,957,478
Earnings per common share $ 1.98 1.98
========== ==========
Earnings per common share for the third and fourth quarters
of 1996 and 1995 reflect the special amortization of
telephone plant in service as directed by the Commission of
$574,363 and $3,708,000, respectively, as mentioned in note
1c.
Schedule II
CT COMMUNICATIONS, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years Ended December 31, 1996, 1995, and 1994
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, 1996 $ 100,000 323,075 323,075 100,000
======= ======= ======= =======
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
======= ======= ======= =======
Note: Represents balances written-off as uncollectible less
collections on balances previously written off of
$508,391, $432,117 and $395,490 for 1996, 1995, and
1994, respectively.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------
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.)
3.1 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.)
3.2 Bylaws 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.)
10.1 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.
10.2 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.)
10.3 BellSouth Carolinas PCS Limited Partnership
Agreement 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.)
10.4 Limited Liability Company Agreement of Wireless
One of North Carolina, L.L.C. dated October 10, 1995 by and among
CT Wireless Cable, Inc., Wireless One, Inc. and O. Gene Gabbard.
10.5 North Carolina Utilities Commission order
approving the issuance and sale of Class B Nonvoting 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.)*
10.6 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.)*
10.7 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.)*
10.8 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.)*
10.9 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.
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
__________________________
* Indicates management contract or compensatory plan required
to be filed as an Exhibit.