UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 1-7784 CENTURY TELEPHONE ENTERPRISES, INC. A Louisiana Corporation I.R.S. Employer Identification No. 72-0651161 100 Century Park Drive, Monroe, Louisiana 71203 Telephone number (318) 388-9500 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No As of October 31, 1997, there were 60,616,838 shares of common stock outstanding. CENTURY TELEPHONE ENTERPRISES, INC. TABLE OF CONTENTS Page No. -------- Part I. Financial Information: Item 1. Financial Statements Consolidated Statements of Income--Three Months and Nine Months Ended September 30, 1997 and 1996 3 Consolidated Balance Sheets--September 30, 1997 and December 31, 1996 4 Consolidated Statements of Stockholders' Equity-- Nine Months Ended September 30, 1997 and 1996 5 Consolidated Statements of Cash Flows-- Nine Months Ended September 30, 1997 and 1996 6 Notes to Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-20 Part II. Other Information: Item 2. Changes in Securities 21 Item 5. Other Information 21 Item 6. Exhibits and Reports on Form 8-K 21 Signature 22 PART I. FINANCIAL INFORMATION CENTURY TELEPHONE ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months Nine months ended September 30 ended September 30 - -------------------------------------------------------------------------- 1997 1996 1997 1996 - -------------------------------------------------------------------------- (Dollars,except per share amounts, and shares in thousands) OPERATING REVENUES Telephone $121,934 113,785 359,454 335,819 Mobile communications 80,163 66,694 220,472 185,286 Other 16,254 12,617 47,986 34,343 - ------------------------------------------------------------------------- Total operating revenues 218,351 193,096 627,912 555,448 - ------------------------------------------------------------------------- OPERATING EXPENSES Cost of sales and operating expenses 111,462 100,783 329,254 286,764 Depreciation and amortization 37,074 33,297 108,740 96,456 - ------------------------------------------------------------------------- Total operating expenses 148,536 134,080 437,994 383,220 - ------------------------------------------------------------------------- OPERATING INCOME 69,815 59,016 189,918 172,228 - ------------------------------------------------------------------------- OTHER INCOME (EXPENSE) Gain on sales of assets - 815 70,121 815 Interest expense (11,175) (11,023) (33,539) (33,972) Income from unconsolidated cellular entities 8,371 8,990 21,750 21,584 Minority interest (1,817) (1,418) (3,722) (5,947) Other income and expense 1,174 1,544 3,467 2,601 - ------------------------------------------------------------------------- Total other income (expense) (3,447) (1,092) 58,077 (14,919) - ------------------------------------------------------------------------- INCOME BEFORE INCOME TAX EXPENSE 66,368 57,924 247,995 157,309 Income tax expense 24,935 21,574 90,251 58,353 - ------------------------------------------------------------------------- NET INCOME $ 41,433 36,350 157,744 98,956 ========================================================================= Primary earnings per share $ .68 .60 2.61 1.65 ========================================================================= Fully diluted earnings per share $ .67 .60 2.58 1.64 ========================================================================= Dividends per common share $ .0925 .09 .2775 .27 ========================================================================= Average primary shares outstanding 60,887 60,111 60,510 59,853 ========================================================================= Average fully diluted shares outstanding 61,615 60,881 61,198 60,593 ========================================================================= See accompanying notes to consolidated financial statements. CENTURY TELEPHONE ENTERPRISES, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, December 31, 1997 1996 - ------------------------------------------------------------------------- (Dollars in thousands) ASSETS - ------ CURRENT ASSETS Cash and cash equivalents $ 11,283 8,402 Accounts receivable Customers, less allowance of $4,188 and $3,327 70,383 60,181 Other 29,757 26,263 Materials and supplies, at average cost 9,139 8,222 Other 3,351 6,166 - ------------------------------------------------------------------------- 123,913 109,234 - ------------------------------------------------------------------------- NET PROPERTY, PLANT AND EQUIPMENT 1,145,557 1,149,012 - ------------------------------------------------------------------------- INVESTMENTS AND OTHER ASSETS Excess cost of net assets acquired, less accumulated amortization of $78,617 and $67,061 545,683 532,410 Other 458,551 237,849 - ------------------------------------------------------------------------- 1,004,234 770,259 - ------------------------------------------------------------------------- $ 2,273,704 2,028,505 ========================================================================= LIABILITIES AND EQUITY - ---------------------- CURRENT LIABILITIES Current maturities of long-term debt $ 19,013 19,919 Accounts payable 53,273 60,548 Accrued expenses and other liabilities Salaries and benefits 19,150 20,224 Taxes 21,118 13,913 Interest 10,157 5,581 Other 12,867 8,837 Advance billings and customer deposits 16,705 15,122 - ------------------------------------------------------------------------- 152,283 144,144 - ------------------------------------------------------------------------- LONG-TERM DEBT 565,633 625,930 - ------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES 308,173 230,278 - ------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Common stock, $1.00 par value, authorized 175,000,000 shares, issued and outstanding 60,519,391 and 59,858,540 shares 60,519 59,859 Paid-in capital 490,661 474,607 Unrealized holding gain on investments, net of taxes 62,038 - Retained earnings 635,491 494,726 Unearned ESOP shares (9,200) (11,080) Preferred stock - non-redeemable 8,106 10,041 - ------------------------------------------------------------------------- 1,247,615 1,028,153 - ------------------------------------------------------------------------- $ 2,273,704 2,028,505 ========================================================================= See accompanying notes to consolidated financial statements. CENTURY TELEPHONE ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) Nine months ended September 30 - ------------------------------------------------------------------------- 1997 1996 - ------------------------------------------------------------------------- (Dollars in thousands) COMMON STOCK Balance at beginning of period $ 59,859 59,114 Issuance of common stock for acquisitions - 257 Conversion of convertible securities into common stock 113 - Issuance of common stock through dividend reinvestment, incentive and benefit plans 423 406 Conversion of preferred stock into common stock 124 32 - ------------------------------------------------------------------------ Balance at end of period 60,519 59,809 - ------------------------------------------------------------------------ PAID-IN CAPITAL Balance at beginning of period 474,607 453,584 Issuance of common stock for acquisitions - 8,201 Conversion of convertible securities into common stock 3,187 - Issuance of common stock through dividend reinvestment, incentive and benefit plans 10,448 8,436 Amortization of unearned compensation and other 608 973 Conversion of preferred stock into common stock 1,811 130 - ------------------------------------------------------------------------ Balance at end of period 490,661 471,324 - ------------------------------------------------------------------------ UNREALIZED HOLDING GAIN ON INVESTMENTS, NET OF TAXES Balance at beginning of period - - Change in unrealized holding gain on investments, net of taxes 62,038 - - ------------------------------------------------------------------------ Balance at end of period 62,038 - - ------------------------------------------------------------------------ RETAINED EARNINGS Balance at beginning of period 494,726 387,424 Net income 157,744 98,956 Cash dividends declared Common stock - $.2775 and $.27 per share (16,622) (15,999) Preferred stock (357) (292) - ------------------------------------------------------------------------ Balance at end of period 635,491 470,089 - ------------------------------------------------------------------------ UNEARNED ESOP SHARES Balance at beginning of period (11,080) (13,960) Release of ESOP shares 1,880 2,130 - ------------------------------------------------------------------------ Balance at end of period (9,200) (11,830) - ------------------------------------------------------------------------ PREFERRED STOCK - NON-REDEEMABLE Balance at beginning of period 10,041 2,262 Issuance of preferred stock for acquisition - 7,975 Conversion of preferred stock into common stock (1,935) (162) - ------------------------------------------------------------------------ Balance at end of period 8,106 10,075 - ------------------------------------------------------------------------ TOTAL STOCKHOLDERS' EQUITY $1,247,615 999,467 ======================================================================== See accompanying notes to consolidated financial statements. CENTURY TELEPHONE ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine months ended September 30 - --------------------------------------------------------------------------- 1997 1996 - --------------------------------------------------------------------------- (Dollars in thousands) OPERATING ACTIVITIES Net income $ 157,744 98,956 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 108,740 96,456 Deferred income taxes 31,667 4,644 Income from unconsolidated cellular entities (21,750) (21,584) Minority interest 3,722 5,947 Loss on investment in unconsolidated personal communications services entity - 1,100 Gain on sales of assets (70,121) (815) Changes in current assets and current liabilities: Accounts receivable (12,170) (726) Accounts payable (6,110) (5,386) Other accrued taxes 8,624 11,767 Other current assets and other current liabilities, net 9,853 11,984 Increase in other noncurrent liabilities 3,259 3,850 Other, net 4,040 5,275 - -------------------------------------------------------------------------- Net cash provided by operating activities 217,498 211,468 - -------------------------------------------------------------------------- INVESTING ACTIVITIES Payments for property, plant and equipment (123,344) (153,892) Acquisitions, net of cash acquired (30,398) (17,022) Reimbursement of investment in unconsolidated personal communications services entity - 18,900 Distributions from unconsolidated cellular entities 9,173 9,464 Purchase of life insurance investment (12,936) (5,944) Proceeds from note receivable 22,500 1,250 Other, net (4,320) (3,091) - -------------------------------------------------------------------------- Net cash used in investing activities (139,325) (150,335) - -------------------------------------------------------------------------- FINANCING ACTIVITIES Proceeds from issuance of long-term debt 12,151 22,285 Payments of long-term debt (78,377) (54,969) Notes payable, net - (14,199) Proceeds from issuance of common stock 10,860 8,801 Cash dividends (16,979) (16,291) Other, net (2,947) 178 - -------------------------------------------------------------------------- Net cash used in financing activities (75,292) (54,195) - -------------------------------------------------------------------------- Net increase in cash and cash equivalents 2,881 6,938 Cash and cash equivalents at beginning of period 8,402 8,540 - -------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,283 15,478 ========================================================================== Supplemental cash flow information: Income taxes paid $ 53,978 42,446 Interest paid $ 28,963 29,135 - -------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. CENTURY TELEPHONE ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 1997 (UNAUDITED) (1) Basis of Financial Reporting Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission; however, the Company believes the disclosures which are made are adequate to make the information presented not misleading. The financial statements and footnotes included in this Form 10-Q should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996. Certain 1996 amounts have been reclassified to be consistent with the 1997 presentation. The unaudited financial information for the three months and nine months ended September 30, 1997 and 1996 has not been audited by independent public accountants; however, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the results of operations for the three-month and nine-month periods have been included therein. The results of operations for the first nine months of the year are not necessarily indicative of the results of operations which might be expected for the entire year. (2) Net Property, Plant and Equipment Net property, plant and equipment is composed of the following: September 30, December 31, 1997 1996 - -------------------------------------------------------------------------- (Dollars in thousands) Telephone, at original cost $ 1,372,946 1,290,289 Accumulated depreciation (486,257) (417,497) - ------------------------------------------------------------------------ 886,689 872,792 - ------------------------------------------------------------------------ Mobile communications, at cost 304,178 269,389 Accumulated depreciation (99,024) (75,666) - ------------------------------------------------------------------------ 205,154 193,723 - ------------------------------------------------------------------------ Corporate and other, at cost 104,046 126,015 Accumulated depreciation (50,332) (43,518) - ------------------------------------------------------------------------ 53,714 82,497 - ------------------------------------------------------------------------ $ 1,145,557 1,149,012 ======================================================================== (3) Earnings from Unconsolidated Cellular Entities The following summarizes the unaudited combined results of operations of the cellular entities in which the Company's investments (as of September 30, 1997 and 1996) were accounted for by the equity method. Nine months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ (Dollars in thousands) Results of operations Revenues $ 930,860 722,424 Operating income $ 310,236 250,839 Net income $ 277,464 251,193 - ------------------------------------------------------------------------ (4) Accounting Pronouncement In March 1997 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share." SFAS 128 establishes requirements for the computation of basic earnings per share and diluted earnings per share and is effective for financial statements issued for periods ending after December 15, 1997. The effect of adoption of SFAS 128 will not materially impact the calculation of the Company's diluted earnings per share. (5) Gain on Sales of Assets In May 1997 the Company sold its majority-owned competitive access subsidiary to Brooks Fiber Properties, Inc. ("Brooks") in exchange for 4.3 million shares of Brooks' common stock. The Company recorded a pre-tax gain in the second quarter of 1997 of approximately $71 million ($46 million after-tax; $.75 per fully diluted share). (6) Investments in Marketable Equity Securities Marketable equity securities owned by the Company, substantially all of which were received as proceeds from the sale of the Company's competitive access subsidiary to Brooks in May 1997, are classified as available-for-sale and are reported at fair value, with unrealized holding gains and losses reported, net of tax, as a separate component of stockholders' equity. As of September 30, 1997, gross unrealized holding gains of the Company's marketable equity securities were $95.4 million. (7) Pending Acquisition On June 11, 1997, the Company signed a definitive purchase agreement with PacifiCorp Holdings, Inc. ("Holdings") to acquire the stock of Holdings' wholly-owned telecommunications subsidiary, Pacific Telecom, Inc. ("PTI"). PTI provides local exchange telephone service in four midwestern states, seven western states and Alaska. PTI also has cellular ownership interests in six states. The Company has agreed to pay $1.523 billion cash for the stock of PTI. It is currently estimated that PTI's debt at closing will approximate $725 million. The Company anticipates financing the acquisition initially with 5-year senior unsecured floating-rate bank debt under a $1.6 billion committed credit facility with NationsBank and a syndicate of other lenders. The Company anticipates completing the transaction in the fourth quarter of 1997 subject to the receipt of various regulatory approvals and certain other closing conditions. CENTURY TELEPHONE ENTERPRISES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") included below should be read in conjunction with MD&A and other information included in the Company's annual report on Form 10-K for the year ended December 31, 1996. The results of operations for the three months and nine months ended September 30, 1997 are not necessarily indicative of the results of operations which might be expected for the entire year. Century Telephone Enterprises, Inc. (the "Company") is a regional diversified telecommunications company that is primarily engaged in providing local telephone services and cellular telephone communications services. At September 30, 1997, the Company's local exchange telephone subsidiaries operated over 530,000 telephone access lines primarily in rural, suburban and small urban areas in 14 states, and the Company's majority-owned and operated cellular entities had more than 429,000 cellular subscribers. In June 1997 Century agreed to purchase Pacific Telecom, Inc. ("PTI") in exchange for $1.523 billion cash. PTI provides local exchange telephone services to approximately 650,000 telephone access lines and operates cellular entities that serve more than 100,000 subscribers. In addition to historical information, management's discussion and analysis includes certain forward-looking statements regarding events and financial trends that may affect the Company's future operating results and financial position. Such forward-looking statements are subject to uncertainties that could cause the Company's actual results to differ materially from such statements. Such uncertainties include but are not limited to: the effects of ongoing deregulation in the telecommunications industry; the effects of greater than anticipated competition in the Company's markets; possible changes in the demand for the Company's products and services; the Company's ability to successfully introduce new offerings on a timely and cost-effective basis; the risks inherent in rapid technological change; the Company's ability to effectively manage its growth; and the effects of more general factors such as changes in general market or economic conditions or in legislation, regulation or public policy. These and other uncertainties related to the business are described in detail in Item 5 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any of its forward-looking statements for any reason. RESULTS OF OPERATIONS Three Months Ended September 30, 1997 Compared to Three Months Ended September 30, 1996 Net income for the third quarter of 1997 increased $5.1 million (14.0%) to $41.4 million from $36.4 million during the third quarter of 1996. Fully diluted earnings per share increased to $.67 during the third quarter of 1997 compared to $.60 during the third quarter of 1996, an 11.7% increase. The third quarter of 1996 included an $815,000 pre-tax gain on the sale of certain assets ($.01 per fully diluted share). Three months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ (Dollars, except per share amounts, and shares in thousands) Operating income (loss) Telephone $ 40,114 38,933 Mobile communications 27,403 20,153 Other 2,298 (70) - ------------------------------------------------------------------------ 69,815 59,016 Interest expense (11,175) (11,023) Income from unconsolidated cellular entities 8,371 8,990 Gain on sales of assets - 815 Minority interest (1,817) (1,418) Other income and expense 1,174 1,544 Income taxes (24,935) (21,574) - ------------------------------------------------------------------------ Net income $ 41,433 36,350 ======================================================================== Fully diluted earnings per share $ .67 .60 ======================================================================== Average fully diluted shares outstanding 61,615 60,881 ======================================================================== Contributions to operating revenues and operating income by the Company's telephone, mobile communications, and other operations for the three months ended September 30, 1997 and 1996 were as follows: Three months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ Operating revenues Telephone operations 55.8% 58.9 Mobile communications operations 36.7% 34.5 Other operations 7.5% 6.6 Operating income (loss) Telephone operations 57.5% 66.0 Mobile communications operations 39.2% 34.1 Other operations 3.3% ( .1) - ------------------------------------------------------------------------ Telephone Operations Three months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ (Dollars in thousands) Operating revenues Local service $ 33,443 31,248 Network access 73,385 68,433 Other 15,106 14,104 - ------------------------------------------------------------------------ 121,934 113,785 - ------------------------------------------------------------------------ Operating expenses Plant operations 24,971 22,885 Customer operations 11,931 10,936 Corporate and other 18,679 17,252 Depreciation and amortization 26,239 23,779 - ------------------------------------------------------------------------ 81,820 74,852 - ------------------------------------------------------------------------ Operating income $ 40,114 38,933 ======================================================================== Telephone operating income for the third quarter of 1997 increased $1.2 million (3.0%) due to an increase in operating revenues of $8.1 million (7.2%) which more than offset an increase in operating expenses of $7.0 million (9.3%). The increase in revenues was substantially due to a $2.3 million increase in amounts received from the federal Universal Service Fund; a $1.6 million increase due to acquisitions consummated since the third quarter of 1996; a $1.2 million increase resulting from an increase in the number of access lines served; a $1.7 million increase in the partial recovery of increased operating expenses through revenue pools in which the Company participates with other telephone companies; a $1.4 million increase due to increased minutes of use; a $542,000 increase due to increased demand for custom calling features; and a $584,000 increase in Internet access revenues attributable to growth in the number of customers. These increases were partially offset by a reduction of $1.1 million in access revenues due to the reduction in intrastate switched access rates mandated by the Louisiana Public Service Commission; the last portion of such reduction went into effect in July 1997. See Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30, 1996 - Telephone Operations for additional information. During the third quarter of 1997, operating expenses, exclusive of depreciation and amortization, increased $4.5 million (8.8%), substantially due to an $834,000 increase in sales and marketing expenses; a $793,000 increase in expenses (exclusive of sales and marketing expenses) related to providing Internet access services; $672,000 of expenses of companies acquired since the third quarter of 1996; and a $617,000 increase in operating taxes. The remainder of the increase was due to increases in general operating expenses. Depreciation and amortization increased $2.5 million (10.3%) primarily due to higher levels of plant in service. Cellular Operations and Investments Three months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ (Dollars in thousands) Operating income - mobile communications segment $ 27,403 20,153 Minority interest - cellular operations (2,044) (1,534) Income from unconsolidated cellular entities 8,371 8,990 - ------------------------------------------------------------------------ $ 33,730 27,609 ======================================================================== The Company's mobile communications operations (discussed below) reflects 100% of the results of operations of the cellular entities in which the Company has a majority ownership interest. The minority interest owners' share of the income of such entities is reflected in the Company's Consolidated Statements of Income as an expense in "Minority interest." See Minority Interest for additional information. The Company's share of earnings from the cellular entities in which it has less than a majority interest is accounted for using the equity method and is reflected in the Company's Consolidated Statements of Income as "Income from unconsolidated cellular entities." See Income From Unconsolidated Cellular Entities for additional information. Mobile Communications Operations Three months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ (Dollars in thousands) Operating revenues Service revenues $ 78,839 65,621 Equipment sales 1,324 1,073 - ------------------------------------------------------------------------ 80,163 66,694 - ------------------------------------------------------------------------ Operating expenses Cost of equipment sold 2,987 3,167 System operations 12,549 10,279 General, administrative and customer service 15,090 13,529 Sales and marketing 11,918 10,805 Depreciation and amortization 10,216 8,761 - ------------------------------------------------------------------------ 52,760 46,541 - ------------------------------------------------------------------------ Operating income $ 27,403 20,153 ======================================================================== Mobile communications operating income increased $7.3 million (36.0%) to $27.4 million in the third quarter of 1997 from $20.2 million in the third quarter of 1996. Mobile communications operating revenues increased $13.5 million (20.2%) while operating expenses increased $6.2 million (13.4%). The increase in cellular service revenues was primarily due to the increase in the number of cellular customers. The average number of cellular units in service in the Company's majority-owned markets during the third quarter of 1997 and 1996 was 411,300 and 331,000, respectively. Exclusive of acquisitions, access and usage revenues increased $7.3 million (16.2%) in the third quarter of 1997 and roaming and toll revenues increased $4.8 million (25.5%). Companies acquired since the third quarter of 1996 contributed $1.8 million of service revenues. The average monthly cellular service revenue per customer declined to $64 during the third quarter of 1997 from $66 during the third quarter of 1996. It has been an industry-wide trend that early subscribers have normally been the heaviest users and that a higher percentage of new subscribers tend to be lower usage customers. The average monthly service revenue per customer may further decline (i) as market penetration increases and additional lower usage customers are activated and (ii) as competitive pressures from current and future wireless communications providers intensify and place additional pressure on rates. The Company is responding to such competitive pressures by, among other things, modifying certain of its price plans and implementing certain other plans and promotions, all of which are likely to result in lower average revenue per customer. The Company will continue to focus on customer service and attempt to stimulate cellular usage by promoting the availability of certain enhanced services and by improving the quality of its service through the construction of additional cell sites and other enhancements to its system. System operations expenses increased $2.3 million (22.1%) in the third quarter of 1997 primarily due to (i) a $1.0 million increase in the net cost paid to other carriers for cellular service provided to the Company's customers who roam in the other carriers' service areas in excess of the amounts the Company bills its customers and (ii) a $431,000 increase in cell site expenses associated with a higher number of cell sites in service. General, administrative and customer service expenses increased $1.6 million (11.5%) primarily due to increased expenses resulting from a larger customer base, such as customer service ($453,000) and billing costs ($623,000). During the third quarter of 1997, sales and marketing expenses increased $1.1 million (10.3%) primarily due to a $732,000 increase in costs incurred in selling products and services in retail locations. Depreciation and amortization increased $1.5 million (16.6%) due primarily to a higher level of plant in service. The Company's average monthly churn rate (the percentage of cellular customers that terminate service) was 2.24% for the third quarter of 1997 and 2.61% for the third quarter of 1996. Other Operations Other operations include the results of operations of subsidiaries of the Company which are not included in the telephone or mobile communications segments, including, but not limited to, the Company's nonregulated long distance and operator services operations. Operating revenues of the long distance and operator services operations increased $3.3 million during the third quarter of 1997 while operating expenses of such operations increased $2.9 million. In May 1997 the Company sold its majority-owned competitive access subsidiary to Brooks Fiber Properties, Inc. ("Brooks") in exchange for 4.3 million shares of Brooks' publicly-traded common stock. Operating revenues and expenses in the third quarter of 1996 applicable to the competitive access subsidiary were $597,000 and $2.3 million, respectively. Income From Unconsolidated Cellular Partnerships Earnings from unconsolidated cellular entities, net of the amortization of associated goodwill, decreased $619,000 (6.9%) in the third quarter of 1997 compared to the third quarter of 1996 due to a $1.7 million decrease in the Company's share of earnings in two cellular entities in which the Company owns less than a majority interest. Such decrease was partially offset by increased profitability of other cellular entities in which the Company owns less than a majority interest. Minority Interest Minority interest is the expense recorded by the Company to reflect the minority interest owners' share of the earnings or loss of the Company's majority-owned and operated cellular entities and majority-owned subsidiaries. Minority interest increased $399,000 (28.1%) due primarily to an increase in the earnings of the Company's majority-owned and operated cellular entities. Income Tax Expense Income tax expense increased $3.4 million in the third quarter of 1997 compared to the third quarter of 1996 primarily due to the increase in income before taxes. The effective income tax rate was 37.6% and 37.2% for the three months ended September 1997 and 1996, respectively. Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30, 1996 Net income for the first nine months of 1997, exclusive of gain on sales of assets, increased $13.7 million (13.9%) to $112.2 million from $98.4 million during the first nine months of 1996. Excluding gain on sales of assets, fully diluted earnings per share increased to $1.84 for the nine months ended September 30, 1997 from $1.63 during the nine months ended September 30, 1996, a 12.9% increase. Nine months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ (Dollars, except per share amounts, and shares in thousands) Operating income Telephone $ 119,610 115,348 Mobile communications 65,752 56,105 Other 4,556 775 - ------------------------------------------------------------------------ 189,918 172,228 Gain on sales of assets 70,121 815 Interest expense (33,539) (33,972) Income from unconsolidated cellular entities 21,750 21,584 Minority interest (3,722) (5,947) Other income and expense 3,467 2,601 Income tax expense (90,251) (58,353) - ------------------------------------------------------------------------ Net income $ 157,744 98,956 ======================================================================== Fully diluted earnings per share $ 2.58 1.64 ======================================================================== Average fully diluted shares outstanding 61,198 60,593 ======================================================================== Contributions to operating revenues and operating income by the Company's telephone, mobile communications, and other operations for the nine months ended September 30, 1997 and 1996 were as follows: Nine months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ Operating revenues Telephone operations 57.2% 60.5 Mobile communications operations 35.1% 33.3 Other operations 7.7% 6.2 Operating income Telephone operations 63.0% 67.0 Mobile communications operations 34.6% 32.6 Other operations 2.4% .4 - ------------------------------------------------------------------------ Telephone Operations Nine months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ (Dollars in thousands) Operating revenues Local service $ 98,749 90,542 Network access 217,407 205,134 Other 43,298 40,143 - ------------------------------------------------------------------------ 359,454 335,819 - ------------------------------------------------------------------------ Operating expenses Plant operations 73,013 67,582 Customer operations 34,674 31,761 Corporate and other 54,916 50,669 Depreciation and amortization 77,241 70,459 - ------------------------------------------------------------------------ 239,844 220,471 - ------------------------------------------------------------------------ Operating income $ 119,610 115,348 ======================================================================== Telephone operating income for the first nine months of 1997 increased $4.3 million (3.7%) due to an increase in operating revenues of $23.6 million (7.0%) which more than offset an increase in operating expenses of $19.4 million (8.8%). The increase in revenues was primarily due to a $6.8 million increase in amounts received from the federal Universal Service Fund; a $5.3 million increase due to acquisitions consummated since the first quarter of 1996; a $4.0 million increase resulting from an increase in the number of access lines served; a $3.3 million increase in revenues due to an increase in minutes of use; a $3.5 million increase in the partial recovery of increased operating expenses through revenue pools in which the Company participates with other telephone companies; a $2.1 million increase due to the increased demand for custom calling features; and a $1.8 million increase in Internet access revenues attributable to growth in the number of customers. Such increases in revenues were partially offset by a $3.1 million reduction in the Company's access revenues due to the reduction in intrastate switched access rates mandated by the Louisiana Public Service Commission ("LPSC"); the last portion of such reduction went into effect in July 1997. In addition, billing and collection revenues decreased $1.1 million during the nine months ended September 30, 1997 compared to the nine months ended September 30, 1996. In June 1997 the LPSC adopted a Consumer Price Protection Plan (the "Plan"), effective July 1997, for Century's telephone subsidiaries operating in Louisiana. The new form of regulation will focus primarily on price and quality of service. Under the Plan, Century's Louisiana telephone subsidiaries' local rates will be frozen for a period of three years and access rates will be frozen for a period of two years. Although the Plan has no specified term, the LPSC is required to review it by mid-2000. Century's Louisiana telephone subsidiaries have the option to propose a new plan at any time if the LPSC determines that (i) effective competition exists or (ii) unforeseen events threaten the subsidiary's ability to provide adequate service or impair its financial health. During the first nine months of 1997, operating expenses, exclusive of depreciation and amortization, increased $12.6 million (8.4%) primarily due to $2.3 million of expenses of companies acquired; a $2.3 million increase in expenses (exclusive of sales and marketing expenses) related to providing Internet access services; a $2.0 million increase in sales and marketing expenses; a $1.2 million increase in advalorem taxes; and a $723,000 increase in the provision for doubtful accounts. The remainder of the increase was due to increases in general operating expenses. Depreciation and amortization increased $6.8 million (9.6%) primarily due to higher levels of plant in service ($4.5 million) and acquisitions ($1.3 million). Cellular Operations and Investments Nine months ended September 30 - ------------------------------------------------------------------------ 1997 1996 - ------------------------------------------------------------------------ (Dollars in thousands) Operating income - mobile communications segment $ 65,752 56,105 Minority interest - cellular operations (5,140) (6,141) Income from unconsolidated cellular entities 21,750 21,584 - ------------------------------------------------------------------------ $ 82,362 71,548 ======================================================================== The Company's mobile communications operations (discussed below) reflects 100% of the results of operations of the cellular entities in which the Company has a majority ownership interest. The minority interest owners' share of the income of such entities is reflected in the Company's Consolidated Statements of Income as an expense in "Minority interest." See Minority Interest for additional information. The Company's share of earnings from the cellular entities in which it has less than a majority interest is accounted for using the equity method and is reflected in the Company's Consolidated Statements of Income as "Income from unconsolidated cellular entities." Mobile Communications Operations Nine months ended September 30 1997 1996 - ------------------------------------------------------------------------ (Dollars in thousands) Operating revenues Service revenues $ 216,476 182,218 Equipment sales 3,996 3,068 - ------------------------------------------------------------------------ 220,472 185,286 - ------------------------------------------------------------------------ Operating expenses Cost of equipment sold 10,373 8,889 System operations 33,946 26,632 General, administrative and customer service 43,568 38,626 Sales and marketing 37,345 31,012 Depreciation and amortization 29,488 24,022 - ------------------------------------------------------------------------ 154,720 129,181 - ------------------------------------------------------------------------ Operating income $ 65,752 56,105 ======================================================================== Mobile communications operating income increased $9.6 million (17.2%) to $65.8 million in the first nine months of 1997 from $56.1 million in the first nine months of 1996. Mobile communications operating revenues increased $35.2 million (19.0%) which more than offset an increase in operating expenses of $25.5 million (19.8%). The increase in cellular service revenues was primarily due to the increase in the number of cellular customers. The average number of cellular units in service in the Company's majority-owned markets during the first nine months of 1997 and 1996 was 391,000 and 314,700, respectively. Exclusive of acquisitions, access and usage revenues increased $22.1 million (17.1%) in the first nine months of 1997 and roaming and toll revenues increased $10.6 million (21.4%). Companies acquired since the third quarter of 1996 contributed $3.3 million of service revenues. The average monthly cellular service revenue per customer declined to $62 during the first nine months of 1997 from $64 during the first nine months of 1996. It has been an industry-wide trend that early subscribers have normally been the heaviest users and that a higher percentage of new subscribers tend to be lower usage customers. The average monthly service revenue per customer may further decline (i) as market penetration increases and additional lower usage customers are activated and (ii) as competitive pressures from current and future wireless communications providers intensify and place additional pressure on rates. The Company is responding to such competitive pressures by, among other things, modifying certain of its price plans and implementing certain other plans and promotions, all of which are likely to result in lower average revenue per customer. The Company will continue to focus on customer service and attempt to stimulate cellular usage by promoting the availability of certain enhanced services and by improving the quality of its service through the construction of additional cell sites and other enhancements to its system. System operations expenses increased $7.3 million (27.5%) during the nine months ended September 30, 1997 primarily due to (i) a $3.5 million increase in the net cost paid to other carriers for cellular service provided to the Company's customers who roam in the other carriers' service areas in excess of the amounts the Company bills its customers and (ii) a $1.5 million increase in cell site expenses associated with a higher number of cell sites in service. General, administrative and customer service expenses increased $4.9 million (12.8%) primarily due to increased expenses resulting from a larger customer base, such as customer service and retention costs ($2.6 million) and billing costs ($1.7 million). Sales and marketing expenses increased $6.3 million (20.4%) primarily due to a $2.9 million increase in costs incurred in selling products and services in retail locations and a $2.1 million increase in advertising expense. Depreciation and amortization increased $5.5 million (22.8%) due primarily to a higher level of plant in service. The Company's average monthly churn rate (the percentage of cellular customers that terminate service) was 2.30% for the first nine months of 1997 and 2.34% for the first nine months of 1996. Other Operations Other operations include the results of operations of subsidiaries of the Company which are not included in the telephone or mobile communications segments, including, but not limited to, the Company's competitive access subsidiary (which was sold to Brooks in May 1997) and the Company's nonregulated long distance and operator services operations. Of the $13.6 million (39.7%) increase in operating revenues during the nine months ended September 30, 1997 compared to the nine months ended September 30, 1996, $12.0 million was applicable to the long distance and operator services operations. Of the $9.9 million (29.4%) increase in operating expenses, $9.7 million was incurred by the long distance and operator services operations. The operating loss of the Company's competitive access subsidiary in 1997 was $2.4 million compared to $4.2 million during the first nine months of 1996. Gain on Sales of Assets Gain on sales of assets included a pre-tax gain of $71 million ($46 million after-tax: $.75 per fully diluted share) as a result of the sale of the Company's competitive access subsidiary to Brooks in May 1997. For additional information, see Note 5 of Notes to Consolidated Financial Statements. Minority Interest Minority interest is the expense recorded by the Company to reflect the minority interest owners' share of the earnings or loss of the Company's majority-owned and operated cellular entities and majority-owned subsidiaries. Minority interest decreased $2.2 million (37.4%), of which $2.1 million was due to the effect of the Company's acquisition, during the second quarter of 1996, of an additional 25% interest in a Louisiana cellular partnership which decreased the minority interest owners' share of such partnership. In addition, minority interest decreased $756,000 during 1997 as a result of allocating thereto a portion of the loss of the Company's majority-owned competitive access subsidiary to the minority shareholders. In the first nine months of 1996, no portion of the loss of such subsidiary was allocated to minority interest. Such decreases were partially offset by increased minority interest expense due to increased profitability of the Company's majority-owned and operated cellular entities. Other Income and Expense Other income and expense for the first nine months of 1997 was $3.5 million compared to $2.6 million during the first nine months of 1996. The first quarter of 1996 included a non-recurring charge of $1.1 million which related to the Company's withdrawal of its investment in an entity formed to bid on Personal Communications Services ("PCS") licenses after such entity withdrew from the federal auction in 1996. Income Tax Expense Income tax expense increased $31.9 million (54.7%) in the first nine months of 1997 compared to the first nine months of 1996 substantially due to the second quarter 1997 gain on sales of assets. The effective income tax rate was 36.4% and 37.1% for the nine months ended September 30, 1997 and 1996, respectively. LIQUIDITY AND CAPITAL RESOURCES Excluding cash used for acquisitions, the Company relies on cash provided by operations to provide a substantial portion of its cash needs. The Company's telephone operations have historically provided a stable source of cash flow which has helped the Company continue its long-term program of capital improvements. Cash provided by the Company's mobile communications operations has continued to increase as the cellular industry has matured. Net cash provided by operating activities was $217.5 million during the first nine months of 1997 compared to $211.5 million during the first nine months of 1996. The Company's accompanying consolidated statements of cash flows identify major differences between net income and net cash provided by operating activities for each of these periods. For additional information relating to the telephone operations, mobile communications operations, and other operations of the Company, see Results of Operations. Net cash used in investing activities was $139.3 million and $150.3 million for the nine months ended September 30, 1997 and 1996, respectively. Payments for property, plant and equipment were $30.5 million less in the first nine months of 1997 than in the comparable period during 1996. Capital expenditures for the nine months ended September 30, 1997 were $77.3 million for telephone, $30.4 million for mobile communications and $15.6 million for other operations. Cash used in connection with acquisitions was $13.4 million more in the first nine months of 1997 compared to the first nine months of 1996. A note receivable with an outstanding balance of $22.5 million was collected during the nine months ended September 30, 1997. The $150.3 million of net cash used in investing activities in 1996 was net of the reimbursement of $18.9 million related to the Company's withdrawal of its equity investment in an entity formed for the purpose of participating in the FCC auction of 30MHz PCS licenses. Net cash used in financing activities was $75.3 million during the first nine months of 1997 compared to $54.2 million during the first nine months of 1996. Net payments, including notes payable and long-term debt, were $19.3 million more during the first nine months of 1997. Budgeted capital expenditures for 1997 total $102 million for telephone operations. Revised budgeted capital expenditures for 1997 total $60 million for mobile communications operations and $25 million for corporate and other operations. As of September 30, 1997, Century's telephone subsidiaries had available for use $126.7 million of commitments for long-term financing from the Rural Utilities Service and the Company had $1.615 billion of undrawn committed bank lines of credit. In addition, approximately $95.0 million of uncommitted credit facilities were available to Century at September 30, 1997. The Company has experienced no significant problems in obtaining funds through the issuance of debt or equity for capital expenditures or other purposes. In June 1997 the Company signed a definitive purchase agreement to acquire PTI in exchange for $1.523 billion cash. The Company anticipates financing the acquisition initially with 5-year senior unsecured floating-rate bank debt under a $1.6 billion committed credit facility agreement dated August 28, 1997 with NationsBank and a syndicate of other lenders. In June 1997 both Standard & Poor's and Moody's placed the Company's debt ratings (A- and Baa1, respectively) under review; neither rating agency has completed its review process in order to assign ratings that consider the PTI acquisition. Assuming a Standard & Poor's rating of BBB or BBB+ or a Moody's rating of Baa2 or Baa1, the Company will be able to borrow funds at 35 or 27.5 basis points, respectively, over the London InterBank Offered Rate for periods ranging up to six months. The Company's common stockholders' equity as a percentage of total capitalization was 67.6% at September 30, 1997. Assuming the PTI acquisition had been consummated as of September 30, 1997, common stockholders' equity as a percentage of total capitalization would have been approximately 30%. OTHER MATTERS The Company currently accounts for its regulated telephone operations in accordance with the provisions of Statement of Financial Accounting Standards No. 71 ("SFAS 71"), "Accounting for the Effects of Certain Types of Regulation." While the ongoing applicability of SFAS 71 to the Company's telephone operations is being monitored due to changing regulatory, competitive and legislative environments, the Company believes that SFAS 71 still applies. However, it is possible that changes in regulation or legislation or anticipated changes in competition or in the demand for regulated services or products could result in the Company's telephone operations not being subject to SFAS 71 in the near future. In that event, implementation of Statement of Financial Accounting Standards No. 101 ("SFAS 101"), "Regulated Enterprises - Accounting for the Discontinuance of Application of FASB Statement No. 71," would require the write-off of previously established regulatory assets and liabilities, along with an adjustment of certain accumulated depreciation accounts to reflect the difference between recorded depreciation and the amount of depreciation that would have been recorded had the Company's telephone operations not been subject to rate regulation. Such discontinuance of the application of SFAS 71 would result in a material, noncash charge against earnings which would be reported as an extraordinary item. While the effect of implementing SFAS 101 cannot be precisely estimated at this time, management believes that, without giving consideration to the PTI acquisition, the noncash, after-tax, extraordinary charge would be between $100 million and $130 million. In May 1997 the Federal Communications Commission ("FCC") adopted orders on universal service and access charges, as mandated by the Telecommunications Act of 1996 (the "1996 Act"). In the universal service order, the FCC ruled that rural telephone companies, which are defined to include each of Century's local exchange carriers ("LEC"), will continue to receive payments under the support mechanisms currently in effect and that the funding of these mechanisms will not be frozen. This status quo will continue under the order until January 2001, at which time rural telephone companies will begin to receive payments under new, yet to be developed support mechanisms which will be based on forward-looking economic costs. As part of the universal service order, the FCC also established a new program to provide up to $2.25 billion of discounted telecommunications services annually to schools and libraries, commencing January 1998. In addition, the FCC established a $400 million annual fund to provide discounted telecommunications services for rural health care providers. All telecommunications carriers providing interstate telecommunications services, including the Company's LECs and its cellular and long distance operations, are required to contribute to these programs. The FCC stated that local telephone companies will recover their funding contributions in their rates for interstate services. Assuming the programs are fully funded, the Company estimates that the contribution by its cellular and long distance operations for 1998 will increase approximately $4.8 million. In the access charge reform order, the FCC changed its system of interstate access charges to make them compatible with the deregulatory framework established by the 1996 Act. Such changes are only applicable to price-cap companies. Century's telephone subsidiaries determine interstate revenues under rate of return regulation and are, therefore, only minimally impacted by the access charge reform order. The FCC stated that a separate access charge reform proceeding would be initiated for rate of return companies. Numerous petitions for reconsideration or clarification have been filed with the FCC regarding these two orders. In July 1997 the United States Court of Appeals for the Eighth Circuit overturned several provisions of the local competition regulations in the interconnection order promulgated by the FCC under the 1996 Act, including rules regarding the pricing of interconnection services and rules placing the burden of proof on rural LECs to retain their rural exemption. The FCC is expected to appeal the decision to the United States Supreme Court. In October 1997 the FCC issued a Notice of Proposed Rulemaking which provides, among other things, that a federal-state joint board review jurisdictional separations procedures through which the costs of regulated telecommunications services are allocated to the interstate and intrastate jurisdictions. Comments on the notice of proposed rulemaking are due in December 1997 with replies due in January 1998. PART II. OTHER INFORMATION CENTURY TELEPHONE ENTERPRISES, INC. Item 2. Changes in Securities - ------- --------------------- In October 1997, in exchange for 100% of the capital stock of a security alarm business, the Company issued 74,929 shares of unregistered Century common stock to Vernon and Dorothy Henson, the sole owners of such business. The Company believes such issuance is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) thereof. Item 5. Other Information - ------- ----------------- On November 7, 1997, in exchange for aggregate net sales proceeds of approximately $202.7 million, Century sold 3,784,450 of the 4,336,226 shares of common stock of Brooks issued to Century in May 1997 in connection with the business combination of Brooks and Century's majority-owned subsidiary, Metro Access Networks, Inc. Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- A. Exhibits -------- 4.1 Competitive Advance and Revolving Credit Facility Agreement, dated as of August 28, 1997, among Registrant, the lenders named therein, and NationsBank of Texas, N.A. 10.1 Amendment, dated June 26, 1997 to Registrant's Dollars and Sense Plan and Trust 11 Computations of Earnings per Share 27 Financial Data Schedule B. Reports on Form 8-K ------------------- There were no reports on Form 8-K filed during the quarter ended September 30, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY TELEPHONE ENTERPRISES, INC. Date: November 10, 1997 /s/ Murray H. Greer ------------------- Murray H. Greer Controller (Principal Accounting Officer)