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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File Number: 0-13721
HICKORY TECH CORPORATION
Minnesota (State or other jurisdiction of incorporation or organization)
41-1524393 (I.R.S. Employer Identification No.)
221 East Hickory Street
P.O. Box 3248
Mankato, Minnesota 56002
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 800-326-5789
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par
Title of Class
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by a 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. [ ]
As of March 25, 1996, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was $137,927,860 (exclusive of voting stock
owned by Registrant's Directors and Officers).
The total number of shares outstanding of the Registrant's common stock as
of March 25, 1996: 5,121,873.
Documents Incorporated by Reference: None.
PART I
Item 1. Business.
IN GENERAL
(a) The Registrant is Hickory Tech Corporation, which is the
parent company for seven operating subsidiaries, which are:
Mankato Citizens Telephone Company (MCTC), a Minnesota corporation;
Mid-Communications, Inc. (Mid-Comm), a Minnesota corporation;
Cable Network, Inc. (CNI), a Minnesota corporation;
Amana Colonies Telephone Company (ACTC), a Minnesota corporation;
Computoservice, Inc. (CSI), a Minnesota corporation *;
Collins Communications Systems Co. (Collins), a Minnesota
corporation and;
Digital Techniques, Inc. (DTI), a Texas corporation.
* Includes a wholly owned subsidiary, National Independent
Billing, Inc. (NIBI), a Minnesota corporation.
Hickory Tech Corporation was reorganized as the parent company in June,
1985. Its predecessor, MCTC, has been in business since February, 1898. The
Registrant has evolved into four main segments, based upon the eight operating
companies listed above. The four business segments are described below.
TELEPHONE SEGMENT
Telephone Operations represented approximately 48% of 1995 Consolidated
Operating Revenues.
MCTC and Mid-Comm, both medium-sized independent telephone utilities in and
around Mankato, Minnesota, have experienced no major change in the scope or
direction of their operations during the past year. The telephone operations of
MCTC and Mid-Comm are regulated by the Minnesota Public Utilities Commission.
MCTC also owns and operates a direct broadcast satellite license under the trade
name DirectVision. The DirectVision line of business is unregulated by State and
Federal regulators. ACTC is a small independent telephone company in east
central Iowa and is regulated by the Iowa Utilities Board. CNI owns and operates
fiber optic cable facilities in southern Minnesota which are used to transport
long distance communications as a service to telephone exchange carriers. CNI
also owns cable television franchises in two small rural communities located
near Mankato, Minnesota, and has approximately 300 customers. CNI also owns
partnership interests in three rural cellular properties in south central
Minnesota. None of CNI's operations are subject to regulation by the Minnesota
Public Utilities Commission.
The four companies that provide telephone related services, MCTC, Mid-Comm,
ACTC and CNI, are combined into the Registrant's Telephone segment. The total
landline access lines served as of December 31, 1995 was 42,954. There are
twelve contiguous exchanges/central offices in and around Mankato, Minnesota and
one exchange serving seven communities in and around Amana, Iowa. The net
combined operating revenues after intercompany eliminations for this segment
were $30,209,000 in 1995 compared with $26,869,000 in 1994, which is an increase
of 12.4%. Revenue for this segment has increased for both network access and
local service. Network access revenues were positively affected by the continued
growth in access minutes, offset by overall lower rates charged for access
service. Local service has grown primarily as a result of an increase in local
rates in January, 1995. Additional growth resulted from the marketing efforts to
sell custom calling services, Centrex and voice mail. Competition for customer
selection of dedicated trunklines over switched access services (i.e. bypass)
also caused reductions. Operating income for this segment was $14,648,000 in
1995 compared with $12,721,000 in 1994. This segment is in a capital-intensive
industry, and during the two year period ended 1995, $10,755,000 was invested in
telecommunications plant facilities.
COMPUTER SEGMENT
Computer operations represented approximately 17% of 1995 Consolidated
Operating Revenues.
CSI operates a computer data processing business from its base in Mankato,
Minnesota, with an emphasis on the telecommunications businesses and
municipalities. Included in CSI's customer base are numerous independent
telephone companies and several interexchange telephone carriers (IXC) such as
AT&T, US West Communications, Inc., Sprint and MCI. National Independent
Billing, Inc. (NIBI), a wholly owned subsidiary of CSI, provides services for
many facets of telecommunications. NIBI provides telecommunications message
processing for IXCs such as United Telephone Long Distance (UTLD) and MCImetro.
CSI's consolidated operating revenues after intercompany eliminations were
$10,405,000 in 1995 compared to $7,846,000 in 1994, an increase of 32.6%.
Operating income for this subsidiary was $721,000 in 1995 compared to $763,000
in 1994, a 5.5% decrease. Computer data processing, the core service of CSI,
is a dynamic business of standard programming services, with a base of existing
customers comprised mostly of local telephone companies. However, there is
turnover in this base. New customers and services to existing customers are
continually being sought to offset the attrition of customers who establish in-
house systems. IXC contracts represent specialized services to long distance
communications providers. The volume of monthly processing with these IXCs under
the existing contracts has declined over the past three years. In 1995, CSI and
NIBI entered into new contracts with large IXCs which provided for the sale and
development of software as well as consulting and processing services. In 1995,
CSI and NIBI also experienced the expiration of an IXC contract with had been
very profitable for five years. There is volatility in this line of business
because of the size and quantity of IXC contracts.
EQUIPMENT SALES SEGMENT
Equipment sales and service represented approximately 23% of 1995
Consolidated Operating Revenues.
Collins sells and services telephone apparatus on a retail level in the
metropolitan Minneapolis/St. Paul area. Collins continues its commitment to
service and support of its core product, Nortel (formerly Northern Telecom),
while identifying new opportunities such as call centers, Meridian Link,
computer telephone integration voice mail and interactive voice response.
Collins sold the assets of its California division, CoasTel, in 1995. Collins'
operations, as well as the equipment sales operations of the Registrant's local
telephone companies in and around Mankato, Minnesota, and Amana, Iowa, are
reflected in the Registrant's Equipment Sales segment. This segment's operating
revenues were $14,502,000 in 1995 compared with $15,430,000 in 1994, a 6.0%
decrease. This decrease is a result of the discontinuance of operations of
CoasTel. Revenue in the Minneapolis/St. Paul and southern Minnesota markets
increased 5%. The segment's operating income was $583,000 in 1995 compared with
$765,000 in 1994. This decrease was primarily due to operations in California
which resulted in a loss of $268,000. Collins' operations in Minnesota
experienced an 8.5% increase in 1995.
TELECOMMUNICATIONS PRODUCT DEVELOPMENT SEGMENT
Telecommunicaitons Product Development revenues represented approximately
12% of 1995 Consolidated Operating Revenues.
The Telecommunications Product Development segment consists of the
operations of DTI. DTI designs, assembles and distributes unique
telecommunications components for systems throughout North America and the
United Kingdom. DTI develops new products, responds to original equipment
manufacturing assembly orders, and distributes or licenses patented products
through large nationally recognized distributors. DTI's expertise is in
engineering telephone system interface devices using software and hardware
solutions. DTI has a base of operations in the Dallas, Texas area, but enjoys a
national and international scope through its RBOC, GTE and British Telecom, Inc.
distributor networks. This segment's operating revenues were $7,731,000 in 1995
compared with $8,063,000 in 1994, a 4.1% decrease. In 1994, DTI experienced an
extraordinary demand for its products through Original Equipment Manufacturing
(OEM) contracts and royalty agreements. In 1995, DTI experienced a 29% growth
in sales of its standard products while it experienced a 53% decrease in OEM
sales. DTI's standard products earn a much higher gross margin than OEM sales.
Consequently, while Operating Revenue went down in 1995, gross margins increased
11%. The result of this and management's emphasis on controlling expenses
resulted in Net Operating Income growing from $845,000 in 1994 to $1,129,000 in
1995, a 33.6% increase.
FINANCIAL CONDITION
The Registrant's financial position continues to be strong, with net
working capital of $16,993,000 at December 31, 1995. The Registrant operates in
capital intensive businesses. Additions to Property, Plant and Equipment are the
Registrant's largest investing activity, using $17,871,000 of working capital in
the three years ended 1995. Another $13,000,000 has been planned for the next
two years. The Registrant's primary source of working capital has been its
operations, primarily the Telephone segment. The Registrant has achieved
modernization of its core business technology through internal reinvestment of
capital, added diversification through acquisition of external companies and
generated new business through start-up ventures, while still improving its
shareholders' capital position. The debt portion of the Registrant's total
capitalization is 1.8%, an extremely low position which allows the Registrant an
opportunity for additional growth.
In 1993, the Registrant acquired the exclusive license to distribute Direct
Broadcast Satellite television programming in seven counties in southern
Minnesota for $1,000,000 cash. In 1994, the Registrant acquired the assets of
the Amana Colonies Telephone Company in east central Iowa for $6,500,000 in
cash.
The construction and facilities program for 1996 is approximately
$8,500,000. This level of commitment is higher than the historical average of
construction due to plans for a new building in Mankato, Minnesota. Normal
purchase commitments have or will be made for planned expenditures.
The Registrant has entered into agreements to purchase the assets of eleven
rural telephone exchanges in the State of Iowa from U S WEST Communications,
Inc. ("US WEST") for $35,271,000. The eleven exchanges contain approximately
12,200 access lines. The acquisitions will be structured as a purchase of
telephone assets from US WEST and must be approved by the Public Utilities Board
of Iowa and the Federal Communications Commission. It is anticipated that the
approvals for the purchase of the exchanges should be completed in the fourth
quarter of 1996. The Registrant is anticipating utilizing new long-term debt
instruments to fund the majority of its acquisition price for the US WEST
property. Negotiations are presently taking place to secure such funding. No
difficulty is anticipated in obtaining this financing.
The Registrant's reinvested growth in equity has come about while
increasing dividends to shareholders from $2,148,000 in 1985 to $5,127,000 in
1995, a 9.1% compound annual growth rate over 10 years. The Registrant announced
a dividend increase of 10% in 1996. This increase is not expected to affect the
liquidity of the Registrant.
Management believes the Registrant will generate sufficient working capital
internally from operations to meet its operating needs and sustain its
historical dividend, debt service, and equipment additions levels. The
Registrant has a $7,000,000 line of credit arrangement with a local bank at
prime interest rates. The Registrant is anticipating utilizing new long-term
debt instruments of various maturities to fund the majority of the $35 million
acquisition price of the Iowa - US WEST telephone property in 1996.
(b) The Registrant's operations are conducted in four business segments.
The Telephone segment provides telecommunications services to Mankato and
adjacent areas of Blue Earth and Nicollet Counties in southern Minnesota and to
the Amana Colonies in east-central Iowa. The Telephone segment also operates
fiber optic cable transport facilities in southern Minnesota, participates in
cellular partnerships located in southern Minnesota, and operates cable
television businesses in its service territory. The Computer segment provides
data processing and related services primarily to telecommunications companies.
Its customers are local exchange telephone companies and interexchange network
carriers with operations across the country. The Equipment Sales segment sells,
installs and services communications equipment in the retail market. It has many
ongoing business contracts with large business customers in Minneapolis/St. Paul
and southern Minnesota. The Telecommunications Product Development segment
designs, assembles and distributes communications equipment through large
distributors in North America and the United Kingdom.
BUSINESS SEGMENT DATA
Years Ended December 31
(Dollars in thousands)
1995 1994 1993
IDENTIFIABLE ASSETS:
Telephone $49,435 $46,967 $41,653
Computer 7,725 6,856 6,456
Equipment Sales 6,089 6,694 6,743
Telecommunications Product Development 3,417 3,634 2,681
Corporate 7,271 3,629 5,085
-------- -------- --------
Total Assets $73,937 $67,780 $62,618
======== ======== ========
REVENUES BEFORE INTERSEGMENT
ELIMINATION:
Telephone $30,538 $26,987 $24,600
Computer 12,437 9,817 10,231
Equipment Sales 14,503 15,430 14,471
Telecommunications Product Development 7,731 8,063 5,081
Intersegment Elimination (2,362) (2,089) (1,842)
-------- -------- --------
Total Revenue $62,847 $58,208 $52,541
======== ======== ========
OPERATING INCOME:
Telephone $14,648 $12,721 $12,051
Computer 721 763 1,501
Equipment Sales 583 765 62
Telecommunications Product Development 1,129 845 (274)
Corporate (1,302) (588) (1,234)
-------- -------- --------
Total Operating Income $15,779 $14,506 $12,106
======== ======== ========
DEPRECIATION AND AMORTIZATION EXPENSE:
Telephone $4,621 $4,143 $3,695
Computer 1,784 1,639 1,593
Equipment Sales 523 531 404
Telecommunications Product Development 138 130 119
Corporate 122 187 115
-------- -------- --------
Total Depreciation and Amortization $7,188 $6,630 $5,926
======== ======== ========
CAPITAL EXPENDITURES:
Telephone $5,438 $5,317 $4,869
Computer 328 668 294
Equipment Sales 120 58 200
Telecommunications Product Development 123 88 23
Corporate 12 73 90
-------- -------- --------
Total Capital Expenditures $6,021 $6,204 $5,476
======== ======== ========
(c) 1 (i) The Registrant's operations are conducted in 4 business
segments:
TELEPHONE SEGMENT
MCTC owns and operates an independent telephone system serving the cities
of Mankato and North Mankato, and adjacent rural areas in Blue Earth and
Nicollet Counties in south-central Minnesota approximately 75 miles south of
Minneapolis/St. Paul. Mid-Comm provides telephone services to the communities
of Amboy, Cambria, Eagle Lake, Garden City, Good Thunder, Judson, Lake Crystal,
Madison Lake, Mapleton, Pemberton, St. Clair, Vernon Center and surrounding
rural areas located primarily in Nicollet and Blue Earth Counties in Minnesota.
ACTC provides telephone services to the Amana Colonies in east-central Iowa. The
total number of lines served in 1995 was approximately 43,000. The proposed
acquisition of access lines in northern Iowa from US West Communications, Inc.
will add approximately 12,000 lines in late 1996.
MCTC derives its principal revenues and income from local services charged
to subscribers in its service area and from the operation of a toll tandem
switching center in Mankato, Minnesota. Revenues and income for Mid-Comm are
also derived from local service charges in its area of operation, and from
providing long distance access for its subscribers through the toll center in
Mankato. Local and long distance telephone access for the two companies are
provided on an integrated basis. The local and long distance telephone access
for both telephone companies utilize the same facilities and equipment and are
managed and maintained by the same work force. ACTC derives its principal
revenues and income from local services charged to subscribers in its service
area and from providing long distance access for its subscribers. Long distance
telephone access is provided by all three of the Registrant's telephone
companies by connecting the communications networks of interexchange and
cellular carriers with the equipment and facilities of end users by use of its
switched networks or private lines.
CNI's activities are included in the Telephone segment and are centered on
the operation of a fiber optic cable transmission facility in southern
Minnesota. CNI also owns and operates two cable television franchises in the
Mankato, Minnesota area and has minority interests in three rural cellular
partnerships. The operations, after elimination of intercompany activity, did
not have a material impact on the financial operations of the Registrant and are
not separately disclosed.
COMPUTER SEGMENT
CSI provides data processing and related services principally for the
Registrant, other local exchange telephone companies, interexchange carriers,
and miscellaneous municipalities. The computer operations are considered a
separate segment of business in the Registrant's consolidated financial
statements. CSI's principal activity is the provision of monthly batch
processing of computerized data. Services for telephone company customers
include the processing of long distance telephone calls from data sources and
telephone switches, the preparation of the subscriber telephone bills, general
accounting and payroll. CSI provides certain billing clearinghouse functions
for interexchange long distance carriers through its wholly owned subsidiary,
National Independent Billing, Inc. CSI obtains specialty programming contracts
due to its expertise in the telecommunications field. The unique programming and
consulting aspects of telecommunications data processing have become a primary
source of revenue for CSI/NIBI. Services for municipal customers consist of
preparation of utility bills, payroll and fund accounting, as well as a full
array of turnkey management systems. CSI generates revenues from the initial
sale of software products as well as the associated support and contract
programming that complement the sale.
EQUIPMENT SALES SEGMENT
The Equipment Sales segment activities are centered around the sale, lease
and service of telephone equipment and services in southern Minnesota and in the
metropolitan Minneapolis/St. Paul area. The products for this segment are
telecommunication platforms such as Nortel and Centigram. Its expertise is very
high quality system installation and maintenance. This segment operates in very
competitive markets.
TELECOMMUNICATIONS PRODUCT DEVELOPMENT SEGMENT
The Telecommunications Product Development segment has operations which
design, assemble and distribute value added telecommunications products. This
innovative development company is based in Dallas, Texas, but serves national
and international markets of large operating telephone companies and suppliers.
DTI develops new products, responds to original equipment manufacturing assembly
orders and distributes or licenses patented products through large nationally
recognized distributors.
(ii) The Registrant and its subsidiaries are not planning the
development or sale of a new product line which would require the investment of
a material amount of the assets of the Registrant or its subsidiaries. Although
innovation in products is continually required in the Computer and the
Telecommunications Product Development segments, no extraordinary product line
development or unique research and development is planned at this time.
(iii) Materials and supplies which are necessary for the operation
of the businesses of the Registrant and its subsidiaries are available from a
variety of sources. No supply problems are anticipated during the coming year.
(iv) The two telephone subsidiaries of the Registrant in
Minnesota are public utilities operating pursuant to Indeterminate Permits
issued by the Minnesota Public Utilities Commission, the governing regulatory
agency. ACTC is also a public utility which operates pursuant to a Certificate
of Public Convenience and Necessity issued by the Iowa Utilities Board. Local
service rates are filed as tariffs with the individual state regulatory
authority. At this time, Iowa's level of regulation of local service rates is
less restrictive than Minnesota's. Regardless of whether a particular rate is
subject to regulatory review, the Registrant's ability to raise rates will be
determined by various factors, including economic and competitive circumstances.
Other patents, licenses, franchises and concessions (such as cellular licenses,
cable TV franchises and wireless TV rights) while important assets, are of less
significance in the businesses of the Registrant and its subsidiaries.
(v) The businesses are not highly seasonal.
(vi) The Registrant and its subsidiaries are engaged in service
businesses. Working capital practices primarily involve allocation of funds for
the construction and maintenance of telephone and computer plant, the payroll
costs of highly skilled labor, and the inventory to service its telephone
equipment customers.
(vii) As local exchange telephone companies, MCTC, Mid-Comm and
ACTC provide end office switching and ancillary services to long distance
interexchange carriers, such as AT&T, US West, MCI and Sprint. This
relationship allows the Registrant's telephone subscribers to place long
distance telephone calls. By paying access charges in bulk quantities for the
long distance usage of all of the individual customers who use their service,
the long distance interexchange carriers are large customers of the Registrant,
but individually do not represent more than ten percent of consolidated
revenues. Access charges, payable by long distance IXCs, are filed as tariffs
with either the FCC or the individual state regulatory authority, depending upon
the jurisdiction of the traffic.
The Registrant's level of activity with any of its long distance carrier
customers, including the largest customers, AT&T and US West, is not secured by
contract. The FCC dictates that AT&T, or one of its long distance competitors,
must serve the Registrant's subscribers for certain types of toll calls in
certain jurisdictions, and the Minnesota Public Utilities Commission dictates
that US West must serve the Registrant's subscribers for certain types of toll
calls in certain jurisdictions as the "carrier of last resort." The prices for
the services performed by the Registrant for interexchange carriers are
primarily established by the FCC and by State regulatory agencies.
The Registrant offers equal access to other non-AT&T carriers in its
service territory. The Registrant's level of activity with the non-AT&T
carriers is not secured by contract, and the prices for services performed by
the Registrant for these carriers are established by regulatory authorities in
the same manner as it is for AT&T and US West.
The Registrant does not provide long distance telecommunications directly
to end user customers under its own name in any jurisdiction.
The business of the Registrant's Equipment Sales and Telecommunications
Product Development segments are not dependent upon any single customer or small
group of customers. These service and equipment activities are more of a
commodity relationship and tend to provide more customers with smaller
individual transactions than the Registrant's telephone business. The
Registrant's Computer segment has a single customer which accounts for a
significant portion of its revenue. There is no customer which accounts for ten
percent or more of the Registrant's consolidated revenues in these segments.
(viii) The Registrant and its subsidiaries are in service
businesses which provide an ongoing benefit to their customers for a fee. These
services are repetitive and recurring. Backlog orders are not a significant
factor in providing these services.
(ix) There is no material portion of the businesses of the
Registrant or its subsidiaries which is subject to renegotiation or termination
by the Government.
(x) The two telephone subsidiaries of the Registrant in
Minnesota operate pursuant to Indeterminate Permits issued by the Minnesota
Public Utilities Commission. The telephone subsidiary in Iowa operates pursuant
to a Certificate of Public Convenience and Necessity issued by the Iowa
Utilities Board. These commissions regulate the services provided by MCTC, Mid-
Comm and ACTC. Recent Federal communications legislation appears to have opened
the doors to large telecommunications markets. Due to the relatively rural
nature of the Registrant's service territory, management does not expect State
or Federal regulation to materially impact the Registrant's future operations.
Competitors now offer private line switched voice and data services in or
adjacent to the territories served by the Registrant, thus permitting bypass of
local telephone facilities. In addition, microwave transmission services,
wireless communications, fiber optic and coaxial cable deployment and other
services permit bypass of the local exchange network. These alternatives to
local exchange service represent a potential threat to the Registrant's long-
term ability to provide local exchange service at economical rates.
In order to meet this competition, the Registrant has deployed new
technology for its local exchange network to increase operating efficiencies and
to provide new services to its customers. These new technologies include
conversion of all the Registrant's switches to digital technology, remote
switching technology to within 12,000 feet of every customer in the local
network, installation of over 230 miles of fiber optic cable and installation of
SS7 (an out-of-band system) to all of its access lines.
Competition does exist in some of the services provided for interexchange
carriers, such as customer billing services, operator services and network
switching. The competition comes from the interexchange carriers themselves.
The provision of these services is of a contractual nature and is primarily
controlled by the interexchange carriers. Other services such as directory
advertising and local private line transport and cellular communications are
open to competition. Competition is based primarily on service and experience.
Since the mid-1980's, the Registrant's business strategy has been to
position itself as a "one-stop" telecommunications services provider. Long-term
business relationships with its customers have strengthened the Registrant's
business position. The Registrant believes that its customers value the fact
that it is the "local company" whose goal is to meet the customers' total
communications needs. The Registrant has several competitive advantages in
telecommunications; its prices and costs are extremely low; its service
reputation is extremely high; its technical investment is unsurpassed; and it
has a first hand billing relationship with almost 100% of the customers in its
service territories.
The long-range effect of competition on the provision of telecommunications
services and equipment will depend on technological advances, regulatory actions
at both the State and Federal levels, court decisions, and possible future State
and Federal legislation. The trend emanating from legislation is to expand
competition in the telecommunications industry. It is imperative that the
Registrant continue to do whatever it can to ensure that competition is open on
a equal basis to all providers.
There are a number of companies engaged in supplying data processing
services comparable to those furnished by CSI. Competition is based primarily
on price and service. No company is dominant in this field. As the level of
competition is opening for providers of local telephone service, those companies
who are trying to provide service will require facilities for rating, billing
and other related services. CSI is in a position to provide those services for
these new telecommunications companies.
There are several companies competing in the equipment sales market in
which Collins operates. Competition is based primarily on price and service.
No company is dominant in this field. Collins offers state-of-the-art customer
premises telephone equipment through well-trained and experienced market
representatives with long term relationships with customers. It also enjoys a
very strong reputation for quality service. Collins has built a strong base of
customers and enjoys most of its recurring revenue by selling to this base. With
these attributes, Collins believes that it effectively competes in this market
segment.
There are a limited number of companies competing in the product
development market for the specific types of products distributed by DTI. This
market is characterized by pressures to lower the manufacturing costs and to
raise the quality standards to meet customer expectations. DTI is a small
developer of telecommunications products attempting to distribute its products
through very large national distributors. This creates slow product recognition
and testing cycles which may cause cyclical patterns in DTI's financial results.
(xi) The Registrant's subsidiary, DTI, engages in research and
development for the new telecommunications products it distributes. These
research and development activities are not material to the Registrant's
consolidated operation.
(xii) The Registrant and its subsidiaries anticipate no material
effects on their capital expenditures, earnings, or competitive position because
of laws relating to the protection of the environment.
(xiii) As of December 31, 1995, the Registrant and its
subsidiaries had 438 full-time employees.
(d) The two telephone subsidiaries of the Registrant in Minnesota (MCTC
and Mid-Comm) provide telephone services to south central Minnesota. ACTC
provides telephone services in east-central Iowa. CNI has operations in south
central Minnesota. The activities of CSI are primarily concentrated in midwest
United States, with local exchange telephone company customers nationwide. CSI
also has major IXC customers which tend to be in metropolitan areas in the
midwest, on the east coast and in the south. The activities of Collins are
primarily concentrated in the metropolitan Minneapolis/St. Paul are of
Minnesota. DTI has its facilities in the Dallas, Texas area and distributes its
products throughout North America and the United Kingdom.
Item 2. Properties.
The Registrant's business is primarily in the service industry and its
properties are used for administrative support and to store and safeguard
equipment. At December 31, 1995, the gross book value of $80,595,000,
consisting primarily of telephone plant and equipment. The two telephone
subsidiaries of the Registrant in Minnesota own dial central offices with
associated real estate in all of the communities mentioned in Item 1(c)1.(i)
above, except Judson, Minnesota. The Registrant owns the telephone property,
plant and equipment which it utilizes to operate its telephone systems. It is
the opinion of the Registrant's management that the properties of the Registrant
are suitable and adequate to provide modern and effective telecommunications
services within its franchised areas, including both local and long distance
service. The capacity for furnishing these services, both currently and for
forecasted growth, are under constant surveillance by the engineering staff.
Facilities are put to full utilization after installation and appropriate
testing, according to two, three, and five year construction plans.
The Registrant's principal properties are the following:
(1) MCTC's general offices and principal central office exchange building
are located at 221 East Hickory Street, Mankato, Minnesota. This is a three-
level brick and stone building containing approximately 60,000 square feet of
floor space. A portion of this building is leased to the parent company for its
general offices, and to CSI for its data processing equipment. MCTC also owns a
building containing approximately 16,000 square feet, which is currently vacant,
adjacent to its principal office building. This building will be used for future
expansion.
(2) MCTC's warehouse and pole yard is located on Patterson Avenue,
Mankato, Minnesota. The warehouse is a steel Quonset building approximately 40
x 100 feet.
(3) MCTC's operations garage, located on Patterson Avenue in Mankato,
Minnesota, is a two-story stone block building approximately 50 x 100 feet. The
garage is used to store vehicles and supplies.
(4) MCTC leases other warehouse and service dispatch facilities in
Mankato, Minnesota.
(5) ACTC leases general office and telephone central office equipment
space in Homestead, Iowa.
(6) CSI owns a one-story specially insulated building in Mankato,
Minnesota. The building contains 16,300 square feet. CSI also owns a main
frame computer and associated peripheral equipment which it uses to provide data
processing services for the Registrant and other customers. CSI leases
facilities for its operations personnel and executive management in Mankato,
Minnesota and also leases an operations office in Minneapolis/St. Paul,
Minnesota.
(7) The Registrant leases building and warehouse space for Collins in St.
Paul, Minnesota and office production space for DTI in Allen, Texas.
Item 3. Legal Proceedings.
Neither the Registrant nor its subsidiaries are engaged in any
material legal proceedings.
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 the fiscal year covered by this 1995 Annual Report on Form 10-
K.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
a) Prior to March, 1995, the Registrant's common stock was traded by
local brokers in over-the-counter trading. Due to the limited volume of trading,
the Registrant is unable to conclusively determine the high and low price ranges
for the stock for each quarter of 1994. In early 1995, the Registrant noted that
its shares had traded at $31.625 per share. In March 1995, the Registrant listed
its common stock on NASDAQ's National Market Trading System.
Quarterly market price information in 1995 was as follows:
[CAPTION]
Quarter High Low End of Qtr.
4th $34.00 $30.50 $31.25
3rd $35.50 $31.00 $33.25
2nd $35.75 $28.00 $32.625
1st $35.50 $31.625 $34.25
b) The total number of individual shareholders with a security
position in the Registrant as of March 1, 1996 was 1,897.
c) The Registrant declared dividends for the two years ended
December 31, 1995 as follows:
Quarter 1995 1994
First $ .25 $ .215
Second $ .25 $ .215
Third $ .25 $ .22
Fourth $ .25 $ .22
On January 30, 1996, the Board of Directors of Hickory Tech Corporation
announced a quarterly cash dividend of $ .275 per share of common stock, which
is a 10% increase over the previous quarter. The dividend was payable on March
5, 1996, to stockholders of record at the close of business on February 15,
1996.
Item 6. Selected Financial Data.
(Dollars in Thousands, Except Per Share Amounts)
1995 1994 1993 1992 1991
FOR THE YEAR: (A)
Operating Revenues
Telephone $30,209 $26,869 $24,547 $24,876 $23,565
Computer 10,405 7,846 8,442 8,953 8,242
Equipment 14,502 15,430 14,471 15,565 10,400
Telecommunications
Product Development 7,731 8,063 5,081 7,241 3,838
-------- -------- -------- -------- --------
Total Operating Revenue $62,847 $58,208 $52,541 $56,635 $46,045
Net Income $9,900 $9,147 $8,341 $7,887 $7,558
PER SHARE:
Earnings Per Share $1.93 $1.78 $1.62 $1.54 $1.47
Dividends Per Share $1.00 $0.87 $0.84 $0.80 $0.73
Book Value Per Share $11.28 $10.31 $9.49 $8.68 $7.95
AT YEAR END:
Total Assets $73,937 $67,780 $62,618 $63,382 $58,863
Shareholders' Equity $57,907 $52,842 $48,824 $44,601 $40,823
Long-term Debt $1,087 $1,295 $1,524 $4,920 $5,362
Equity Ratio 98.2% 97.6% 97.0% 90.1% 88.4%
OTHER DATA:
Employees 438 425 405 435 391
Return on Average Equity 17.9% 18.0% 17.9% 18.5% 19.4%
Capital Expenditures $6,021 $6,204 $5,476 $4,876 $4,847
Telephone Plant $69,162 $63,645 $56,931 $52,455 $49,898
Access Lines Served 42,954 41,326 38,519 37,319 36,438
(A) Acquisitions of National Independent Billing, Inc. in 1991, CoasTel - ICSI
in 1992 and of Amana Colonies Telephone Company in 1994, have contributed to the
Registrant's revenue growth for years after 1990.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Registrant is a diversified communications holding company, with
four main business segments, encompassing eight operating companies. The
Telephone segment provides service to its franchised territories in south
central Minnesota and east central Iowa. The Computer segment provides data
processing service to small telephone companies and large interexchange long
distance carriers. The Equipment Sales segment sells and services
telecommunication equipment in Minneapolis/St. Paul and in southern Minnesota.
The Telecommunications Product Development segment designs, assembles and
distributes unique telecommunications components for business telephone systems
throughout North America and Europe from its facility in Texas.
OVERVIEW OF OPERATIONS
In 1995, the Registrant experienced an 8.2% increase in consolidated net
income while achieving an 8.0% overall increase in consolidated revenue. All
four segments were profitable in 1995 as well as in 1994. While all four
business segments are involved with telecommunications, their revenues, profits
and operations are not influenced by similar factors.
CONSOLIDATED REVENUES
The revenues of the Registrant are classified into major service categories
in the following table. In 1995, Consolidated Operating Revenues increased
$4,639,000 or 8.0%.
CONSOLIDATED OPERATING REVENUES AFTER ELIMINATIONS
(Dollars in Thousands)
1995 % CHANGE 1994 % CHANGE 1993
TELEPHONE
Local Exchange $5,804 24% $4,676 5% $4,444
Network Access 20,204 9% 18,542 14% 16,242
Ancillary Service 1,208 10% 1,094 -6% 1,161
Directory 2,220 5% 2,108 -7% 2,277
Other 773 72% 449 6% 423
COMPUTER
Data Processing to LECs 3,381 6% 3,198 0% 3,206
Contracts with IXCs 6,456 62% 3,997 -9% 4,386
Turnkey and Other 568 -13% 651 -23% 850
EQUIPMENT SALES
Installations 5,467 -8% 5,929 -6% 6,297
Moves, Adds & Changes 5,526 -11% 6,230 12% 5,551
Maintenance and Other 3,509 7% 3,271 25% 2,623
TELECOMMUNICATIONS PRODUCT
DEVELOPMENT
Standard Products 5,423 29% 4,203 19% 3,520
OEM Products 1,440 -53% 3,087 283% 807
Royalties & Custom Design 868 12% 773 3% 754
-------- -------- --------
TOTAL REVENUES $62,847 8% $58,208 11% $52,541
======== ===== ======== ===== ========
TELEPHONE OPERATIONS
Telephone Revenues represent 48% of 1995 Consolidated Operating Revenues.
They are earned primarily by providing customers access to the Registrant's
43,000 access line local network, and in providing interexchange access for
long-distance network carriers.
The Telephone segment also earns revenue through use of its fiber optic
transport network, operator assistance, network tandem switching, directory
advertising, cellular communications, direct broadcast satellite and cable
television operations.
Local service revenue increases of 24% in 1995 and 5% in 1994 in the
Telephone segment are significant considering that these increases exceeded the
growth in access lines served. The segment was able to achieve considerable
growth in 1995 due to an increase in local rates in January, 1995. Additional
growth resulted from the marketing efforts to sell its custom calling services,
CLASS services, Centrex, voice mail and cellular equipment and agent fees.
Network access revenues were positively affected by the continued growth in
access minutes, offset by overall lower rates charged for access service.
Competition for customer selection of dedicated trunklines over switched access
services (i.e. bypass) also caused reductions. Access minutes increased by 7.8%
in 1995 compared to an increase of 9.2% in 1994, including the minutes added by
Amana. Revenues would have increased 6.8% without Amana compared to 5.5% in
1994. Network access revenue growth was influenced by increased private line
services. Network access revenue growth in 1995 and 1994 was enhanced by the
acquisition of Amana (1.5% in 1995 and 3.9% in 1994) and by changes made to
interstate access tariffs and their associated settlements out of National
Exchange Carrier Association Pools.
Ancillary services to interexchange network carriers include the billing and
collection function. Further reductions in 1994 occurred as more of these
services were retained by interexchange carriers and no longer performed by this
segment. In 1995, revenue from these services improved due to increased volumes,
in spite of lower prices and service reductions.
Directory revenues increased in 1995 to nearly the same level as 1993 after a
reduction in 1994. While directory advertising has gone down since 1993, revenue
from directory listings and directory assistance has increased substantially.
The Telephone segment started charging for directory assistance in 1994. Revenue
from directory assistance was 24.5% higher in 1995 than in 1994.
The primary reason for the 72% increase in other revenue of the Telephone
segment in 1995 was Direct Broadcast Satellite sales and service.
The Telephone Net Operating Income for 1995 grew 15%. This growth corresponds
favorably to revenue growth of 12%.
COMPUTER OPERATIONS
Computer Revenues represented approximately 17% of Consolidated Operating
Revenues in 1995. They were earned primarily by billing and software services to
local exchange and municipal customers, and specialized contract services and
software sales to interexchange carriers (IXCs).
Computer data processing, the core service of this segment, is a dynamic
business of standard programming services, with a base of existing customers
comprised mostly of local telephone companies. However, there is turnover in
this base. New customers and services to existing customers are continually
being sought to offset the attrition of customers who establish in-house
systems.
IXC contracts represent specialized services to long distance communications
providers. The volume of monthly processing with these IXCs under the existing
contracts has declined over the three year reporting period. In 1995, CSI and
its national marketing affiliate, NIBI, entered into new contracts with large
IXCs which provided for the sale and development of software, as well as
consulting and processing services. There is volatility in this line of business
because of the size and quantity of IXC contracts.
While turnkey sales of small systems are continuing to decline, CSI is
actively seeking more mid-size installations of its turnkey data processing
systems. These proposals have very long customer acceptance cycles.
In 1995, Revenue for CSI increased 33% while Net Operating Income decreased
6%. This is primarily due to management's decision to aggressively amortize
capitalized software development, as well as expense current software
development. Without the change in amortization policy, CSI's Net Operating
Income would have increased 16% in 1995.
EQUIPMENT SALES OPERATIONS
Equipment sales and service represented approximately 23% of Consolidated
Operating Revenues. They were earned primarily by sales, installation and
service of business telephone systems in two geographic markets of the United
States (metropolitan Minneapolis/St. Paul and southern Minnesota). The
Registrant sold the assets of its California division in 1995. The revenue from
the California division in 1995 (for seven months of operations) was $1,619,000
or 70% lower than the full year 1994. This contributed to an overall reduction
in Operating Revenues of 6%. Revenue in the other markets increased 5%. The
customers in this segment's market are the individual end users of
telecommunications service. The products for the segment's business are
telecommunication platforms such as Nortel and Centigram.
St. Paul is the base of operation for Collins. This subsidiary, acquired by
the Registrant in October, 1990, has a very strong reputation and a competitive
advantage in the Minneapolis/St. Paul market. Collins has a customer base of
successful companies with ongoing telecommunications needs.
The southern Minnesota sales occur primarily in the area around Mankato. The
small customer base makes sales in this area cyclical. There have been two
successive years of growth in this market.
The Equipment Sales segment produced Net Operating Income which was $182,000
lower than 1994. This was primarily due to operations in California which
resulted in a loss of $266,000. Collins' operations in St. Paul experienced an
8.5% increase in Net Operating Income in 1995. The 8% decrease in overall
installation revenues and 11% decrease in moves, adds and changes in 1995 was
primarily the result of the sale of the California operation.
Collins entered into a sales and installation contract in December, 1995,
with Anoka-Hennepin County School District, a major metropolitan school system,
which will provide approximately $1,000,000 of revenue in 1996.
TELECOMMUNICATIONS PRODUCT DEVELOPMENT OPERATIONS
Telecommunications Product Development segment's (TPD) revenues represented
approximately 12% of Consolidated Operating Revenues in 1995. They are earned by
sales of unique business system interface devices throughout North America and
the United Kingdom. The subsidiary, DTI, designs, assembles and distributes
components for business systems such as Nortel. DTI was acquired by the
Registrant in July, 1990. The customers of this market are national distributors
of large telecommunications systems.
As a new product developer, DTI made deliberate steps to change its product
mix in 1993. It experienced a reduction of $621,000 in the revenues it obtained
from custom product development. Custom product development in the prior five
years was the source for the majority of DTI's standard products. In 1994, DTI
experienced an extraordinary demand for its products through Original Equipment
Manufacturing (OEM) contracts and royalty agreements. The receipt of royalty
income on certain OEM contracts offsets the decline in custom work in 1994 and
1995. In 1995, DTI experienced a 29% growth in sales of its standard products
while it experienced a 53% decrease in OEM sales.
DTI's standard products earn a much higher gross margin than OEM sales.
Consequently, while Operating Revenue went down 4% in 1995, gross margin
increased 11%. The result of this and management's emphasis on controlling
expenses resulted in an increase in Net Operating Income of 34%. DTI's growth in
standard product sales resulted from its decision to use a distributor network
to distribute its products.
The TPD segment has focused its emphasis on a narrower array of core products
for 1996, and is at the beginning of some new product cycles which should
provide growth for 1996 and 1997.
CONSOLIDATED COSTS AND EXPENSES
Consolidated Costs and Expenses other than Depreciation and Amortization were
$39,880,000 in 1995, $37,072,000 in 1994, and $34,509,000 in 1993. The
Registrant's 8.0% increase in Revenues coincided with a 7.6% increase in costs.
1995 Costs and Expenses include a $415,000 loss resulting from the sale of
assets of the Collins' California division. Without this loss, Costs and
Expenses would have increased 6.5% in 1995.
The Registrant continues to increase its non-cash expenses associated with
depreciation and amortization as part of a planned process. The results of this
aggressive plan to write-down assets were somewhat offset by the elimination of
some elements of amortization, either from the sale of some intangible assets or
the complete amortization of other intangibles.
OTHER INCOME AND INTEREST EXPENSE
Other income (primarily interest and equity in partnership income) was higher
than 1994 because of good performance of partnership investments. Additionally,
interest income in 1994 was lower due to reduced balances of cash and temporary
cash investments. Cash was used in 1994 for the purchase of assets for Amana
Colonies Telephone Company. In 1993, there was a nonrecurring gain from the
sale of marketable securities of $220,000. The Registrant's interest expense was
reduced on an ongoing basis by debt reduction in 1993.
INCOME TAXES
Income taxes in 1994 were reduced by prior year tax adjustments. Income taxes
in 1993 were reduced by $190,000 because of the Registrant's adoption of
Statement of Financial Accounting Standards No. 109 on a one-time adjustment
basis. Use of unitary state income taxes and the Registrant's growing
diversification out of Minnesota help to keep state income taxes lower. The
effective tax rate in 1995 is a more representative tax rate than the Registrant
experienced in 1994 or 1993.
CONSOLIDATED NET INCOME
Net income increased $753,000, or 8.2%, which is $0.15 per share higher in
1995 than 1994, due to significant increases in the profitability of the
Telephone segment and the Telecommunications Product Development segment (TPD).
These increases were offset by a modest reduction in profitability of the
Computer segment, the impact on the Equipment Sales segment of operating its
California division and the impact on corporate operations from selling the
California division. Net income increased $806,000 or 9.7% in 1994 over 1993,
which is $0.16 per share higher, mostly due to improvement in the Equipment
Sales and TPD segments.
INFLATION
Inflation did not have a material effect in 1995 or 1994 on the operations of
the Registrant. Management believes that inflation affects its business to no
greater extent than it affects the general economy. The Registrant continually
attempts to minimize the impact from inflation through greater productivity and
cost reduction programs.
FINANCIAL CONDITION, RESOURCES AND COMMITMENTS
The Registrant's financial position continues to be strong, with net
working capital of $16,993,000 at December 31, 1995 and $11,231,000 at December
31, 1994. The Registrant and its subsidiaries operate in capital intensive
businesses. Additions to Property, Plant and Equipment are the Registrant's
largest investing activity, using $17,871,000 of working capital in the three
years ended 1995. Another $13,000,000 has been planned for the next two years.
The Registrant's primary source of working capital has been its operations,
primarily the Telephone segment.
The Registrant has achieved modernization of its core business technology,
added diversification through acquisition and new business start-up, while still
improving its shareholders' capital position. The debt portion of total
Registrant capitalization is 1.8%, down from 26.5% in 1985. Shareholders' equity
has grown from $21,400,000 or $4.17 per share in 1985, to $57,907,000 or $11.28
per share in 1995.
CORPORATE DEVELOPMENT
In 1993, the Registrant acquired the exclusive license to distribute Direct
Broadcast Satellite television programming in seven counties in southern
Minnesota for $1 million in cash. In 1994, the Registrant acquired the assets of
the Amana Colonies Telephone Company in east central Iowa for $6.5 million in
cash. In 1995, the Registrant entered into agreements to purchase the assets of
eleven rural telephone exchanges in Iowa from US WEST Communications, Inc. for
$35,271,000. It is anticipated that the Iowa - US WEST acquisition will be
completed in the fourth quarter of 1996.
DIVIDENDS
The Registrant's reinvested growth in equity has come about while
increasing dividends to shareholders from $2,148,000 in 1985 to $5,127,000 in
1995, a 9.1% compound annual growth rate over ten years. The Registrant has
announced a dividend increase of 10% for 1996. This increase is not expected to
affect the liquidity of the Registrant, as discussed below.
LIQUIDITY
Management believes the Registrant will generate sufficient working capital
internally from operations to meet its operating needs and sustain its
historical dividend, debt service, and equipment addition levels. The Registrant
purchased its DBS license and Amana Colonies Telephone Company assets with cash.
The Registrant has a $7 million line of credit arrangement with a local bank at
prime interest rates. The Registrant is anticipating utilizing new long-term
debt instruments of various maturities to fund the majority of the $35 million
acquisition price of the Iowa - US WEST telephone property in 1996. Negotiations
are presently taking place to obtain such funding. No difficulty is anticipated
in obtaining this funding.
REGULATORY
In December, 1994, the Registrant's largest telephone subsidiary, MCTC,
filed its first local rate increase in 23 years. The rate increase, effective
January 1, 1995, increased operating revenues by $600,000 in 1995. The Minnesota
Department of Public Service (MDPS) has the authority to investigate rates and
profits of telephone companies in Minnesota. No action has been initiated by
MDPS against MCTC.
The Minnesota state telephone industry mobilized efforts to change the
regulatory legislation in Minnesota in 1995. The main point of the initiative
was to change the law so that companies with less then 50,000 customers would
have their prices regulated instead of their profits. The Registrant actively
participated in the effort to promote legislative change in Minnesota to prepare
the industry for competition in all phases of telecommunications. This
legislation passed in 1995. The Registrant's prices are comparatively low and
would not be affected by the legislative changes.
In 1994, all independent telephone companies in Minnesota agreed on a three
year intrastate access charge settlement which required all companies to limit
their composite access rate to a target level. The Registrant's two Minnesota
telephone subsidiaries did not incur any material adjustment resulting from this
settlement since their rates were already at the target level.
In 1994, the Registrant received approval to offer Custom Local Area
Signalling Services (CLASS) in Mankato and surrounding exchanges. The new CLASS
services were initiated in Mankato in April, 1995. The Registrant was one of the
first to test the services and helped the Minnesota Public Utilities Commission
develop safeguards for these Caller ID Services.
Management of the Registrant expects to see continued movement toward a
fully competitive telecommunications marketplace. The Registrant's ability to
compete is dependent on a level playing field with similar regulations for
similar services and with reduced regulation to reflect an emerging competitive
marketplace. Recent Federal communications legislation appears to have opened
the doors to large telecommunications markets. Management does not expect State
or Federal regulation to materially impact the Registrant's future operations.
ACCOUNTING PRONOUNCEMENTS
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Stock-Based Compensation" (SFAS
123). This new standard, effective for calendar year 1996 financial statements,
encourages entities to adopt a fair value method of measuring compensation cost
for employee stock option plans. Under the prescribed method, compensation cost
would be measured at the grant date based on the fair value of the award and
would be recognized over the related service period. An entity that does not
adopt the fair value method of accounting will be required to include in its
financial statements pro forma disclosures of net income and earnings per share
as if the fair value method of accounting had been applied. The Registrant is
evaluating the alternatives available under SFAS 123. If the fair value method
is not elected, management does not expect the pro forma net income and earnings
per share disclosures to be materially different from the actual 1996 operating
results to be reported by the Registrant.
The Registrant presently gives accounting recognition to the actions of
regulators where appropriate, as prescribed by Financial Accounting Standards
Board Statement No. 71 (SFAS 71), "Accounting for the Effects of Certain Types
of Regulation". Significant examples include the amount charged as depreciation
expense, which reflects estimated lives and methods prescribed by regulators
rather than those that might otherwise apply to unregulated enterprises. Certain
criteria, such as increasing competition, or a change from cost-based regulation
to another form of regulation, has caused many regulated companies to reconsider
the application of SFAS 71. The Registrant continues to review these criteria to
ensure that continuing application of SFAS 71 is appropriate.
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." This new
standard, effective for calendar year 1996 financial statements, requires
impairment losses on long-lived assets to be recognized when an asset's book
value exceeds its expected future cash flows (undiscounted). The new standard
also imposes stricter criteria for retention of regulatory-created assets by
requiring that such assets be probable for future recovery at each balance sheet
date. The impact of implementing this standard, given the regulatory
uncertainties related to the Registrant's telephone operations and the continued
application of SFAS 71 as previously discussed, cannot be determined at this
time.
COMPETITION
Regulatory, legislative and judicial decisions, new technologies and the
convergence of other industries with the telecommunications industry are causes
of increasing competition in the telecommunications industry. The range of
communications services, the equipment available to provide and access these
services and the number of competitors offering such services continue to
increase. This is also the reason the Registrant has diversified its operations
into multiple business segments.
Federal and State regulators are encouraging changes that promote
competition in the industry. The impacts are expected to make it difficult to
maintain and grow traditional telephone revenues. The Telephone segment of the
Registrant has already begun to respond with active programs to market products
and engineer its infrastructure to be an active participant in the new
environment.
NEW SERVICES
In December 1994, the Registrant received approval of its CLASS offering in
Mankato. This service was initiated in 1995.
In June 1994, the Registrant installed its first Direct Broadcast Satellite
television service. By year end 1995, almost 1,200 customers had service
installed.
In June 1994, the Registrant released a new telecommunications product,
Qstar, through its subsidiary, DTI. Field testing and product introductions took
place in 1995. Sales of this product began in December 1995.
In August 1994, the Registrant applied for DTI's telecommunications
products to be distributed exclusively by British Telecom, Inc. DTI received
acceptance by British Telecom, and its products were distributed in the United
Kingdom and Europe in 1995.
ENVIRONMENTAL
Management is currently not aware of any environmental matters which in the
aggregate would have a material adverse effect on the financial condition or
results of operations of the Registrant.
BUSINESS OUTLOOK
The Registrant operates businesses in several different markets. Each of
the businesses has fluctuations in revenues and operating earnings as the result
of the overall level, timing and terms of many contracts.
The Registrant monitors the technological changes and competitive and
regulatory environment of the telecommunications business and develops
strategies to address these changes. The Registrant evaluates the way it
conducts business in order to further improve customer responsiveness and
quality. The Registrant promotes regulatory changes. Also, the Registrant
evaluates productivity improvement programs that could involve retraining of
employees, re-engineering of systems, restructure of its resource levels and
operating costs.
The Registrant estimates that earnings for the first quarter 1996 will be
higher than results for the first quarter 1995. The Registrant will continue to
look carefully at its options in each of its businesses in order to improve
shareholder value.
Item 8. Financial Statements and Supplementary Data.
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Directors
Hickory Tech Corporation
We have audited the consolidated balance sheet of Hickory Tech Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements 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 Hickory Tech
Corporation and subsidiaries as of December 31, 1995 and 1994, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.
St. Paul, Minnesota
February 2, 1996
/s/Olsen Thielen & Co., LTD.
HICKORY TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31
ASSETS
(Dollars in Thousands) 1995 1994
CURRENT ASSETS:
Cash and Cash Equivalents $4,517 $5,065
Temporary Cash Investments 7,176 1,887
Receivables, Net of Allowance for Doubtful
Accounts of $167 and $92 9,381 7,258
Inventories 2,846 2,948
Deferred Tax Benefit and Other 985 1,029
-------- --------
TOTAL CURRENT ASSETS 24,905 18,187
INVESTMENTS 2,714 2,648
NET PROPERTY, PLANT AND EQUIPMENT 36,088 35,631
OTHER ASSETS:
Intangible Assets 9,457 10,649
Notes Receivable 340 252
Miscellaneous 433 413
-------- --------
TOTAL OTHER ASSETS 10,230 11,314
TOTAL ASSETS $73,937 $67,780
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $5,568 $4,275
Notes Payable - 763
Accrued Taxes 459 404
Advance Billings and Deposits 1,679 1,295
Current Maturities of Long-Term Debt 206 219
-------- --------
TOTAL CURRENT LIABILITIES 7,912 6,956
LONG-TERM DEBT, Net of Current Maturities 1,087 1,295
DEFERRED CREDITS:
Investment Tax Credits 233 337
Income Taxes 3,735 4,395
Compensation, Benefits and Other 3,063 1,955
-------- --------
TOTAL DEFERRED CREDITS 7,031 6,687
SHAREHOLDERS' EQUITY:
Common Stock 2,294 2,002
Retained Earnings 55,613 50,840
-------- --------
TOTAL SHAREHOLDERS' EQUITY 57,907 52,842
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $73,937 $67,780
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
HICKORY TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
YEARS ENDED DECEMBER 31
(Dollars in Thousands, Except Per Share Amounts)
1995 1994 1993
OPERATING REVENUES:
Telephone $30,209 $26,869 $24,547
Computer 10,405 7,846 8,442
Equipment Sales 14,502 15,430 14,471
Telecommunications Product Development 7,731 8,063 5,081
-------- -------- --------
TOTAL OPERATING REVENUES 62,847 58,208 52,541
COSTS AND EXPENSES:
Cost of Sales 13,830 14,406 13,078
Operating Expenses 26,050 22,666 21,431
Depreciation 5,291 4,985 4,663
Amortization of Intangibles 1,897 1,645 1,263
-------- -------- --------
TOTAL COSTS AND EXPENSES 47,068 43,702 40,435
OPERATING INCOME 15,779 14,506 12,106
OTHER INCOME 924 301 1,064
INTEREST EXPENSE 77 102 299
-------- -------- --------
INCOME BEFORE INCOME TAXES 16,626 14,705 12,871
INCOME TAXES 6,726 5,558 4,530
-------- -------- --------
NET INCOME $9,900 $9,147 $8,341
======== ======== ========
EARNINGS PER SHARE $1.93 $1.78 $1.62
DIVIDENDS PER SHARE $1.00 $0.87 $0.84
The accompanying notes are an integral part of the consolidated financial
statements.
HICKORY TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31
(Dollars in Thousands) 1995 1994 1993
COMMON STOCK:
Balance at Beginning of the Year $2,002 $2,671 $2,473
Employee Stock Purchase Plan 242 231 162
Director Stock Purchase Plan 50 42 36
Retirement of Stock - (942) -
-------- -------- --------
Balance at End of the Year $2,294 $2,002 $2,671
======== ======== ========
RETAINED EARNINGS:
Balance at Beginning of the Year $50,840 $46,153 $42,128
Net Income 9,900 9,147 8,341
Dividends Paid (5,127) (4,460) (4,316)
-------- -------- --------
Balance at End of the Year $55,613 $50,840 $46,153
-------- -------- --------
TOTAL SHAREHOLDERS' EQUITY $57,907 $52,842 $48,824
======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
HICKORY TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31
(Dollars in Thousands) 1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $9,900 $9,147 $8,341
Adjustments to Reconcile Net Income to Net Cash
Provided By Operating Activities:
Depreciation and Amortization 7,401 6,800 5,926
Loss Resulting from Disposition of Assets 415 - -
Equity in Partnership Income (597) (273) (168)
-------- -------- --------
Cash Provided From Operations Before Changes
in Assets and Liabilities 17,119 15,674 14,099
Changes in Assets and Liabilities Net of
Effects of Acquisitions and
Dispositions:
(Increase) Decrease in:
Receivables (2,123) (336) 758
Taxes Receivable - 999 (620)
Inventories 1 (618) 421
Increase (Decrease) in:
Accounts Payable 1,293 207 (1,598)
Accrued Taxes 55 276 14
Advance Billings and Deposits 384 76 (419)
Deferred Investment Tax Credits (104) (121) (166)
Deferred Income Taxes (572) (665) 92
Other 1,043 577 353
-------- -------- --------
Net Cash Provided By Operating Activities 17,096 16,069 12,934
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property, Plant and Equipment (6,021) (6,374) (5,476)
Increase in Investments (68) (341) (655)
Redemption of Investments 599 127 1,304
Change in Temporary Cash Investments (5,289) (186) 7,958
Issuance of Note Receivable (88) (252) -
Collection of Note Receivable - - 370
Purchase of Intangible Assets (1,114) (1,346) (2,256)
Acquisitions, Net of Cash Acquired - (6,500) -
Proceeds from Dispositions 155 4 14
Other - 59 67
-------- -------- --------
Net Cash Provided by
(Used In) Investing Activities (11,826) (14,809) 1,326
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Debt - 763 -
Repayments of Debt (983) (307) (3,546)
Proceeds from Issuance of Common Stock 292 273 198
Retirement of Common Stock - (942) -
Dividends Paid (5,127) (4,460) (4,316)
-------- -------- --------
Net Cash Used In Financing Activities (5,818) (4,673) (7,664)
-------- -------- --------
NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS (548) (3,413) 6,596
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,065 8,478 1,882
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $4,517 $5,065 $8,478
======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
HICKORY TECH CORPORATION
BUSINESS SEGMENT DATA
Years Ended December 31
(Dollars in thousands)
1995 1994 1993
IDENTIFIABLE ASSETS:
Telephone $49,435 $46,967 $41,653
Computer 7,725 6,856 6,456
Equipment Sales 6,089 6,694 6,743
Telecommunications Product Development 3,417 3,634 2,681
Corporate 7,271 3,629 5,085
-------- -------- --------
Total Assets $73,937 $67,780 $62,618
REVENUES BEFORE INTERSEGMENT ELIMINATION:
Telephone $30,538 $26,987 $24,600
Computer 12,437 9,817 10,231
Equipment Sales 14,503 15,430 14,471
Telecommunications Product Development 7,731 8,063 5,081
Intersegment Elimination (2,362) (2,089) (1,842)
-------- -------- --------
Total Revenue $62,847 $58,208 $52,541
OPERATING INCOME:
Telephone $14,648 $12,721 $12,051
Computer 721 763 1,501
Equipment Sales 583 765 62
Telecommunications Product Development 1,129 845 (274)
Corporate (1,302) (588) (1,234)
-------- -------- --------
Total Operating Income $15,779 $14,506 $12,106
DEPRECIATION AND AMORTIZATION EXPENSE:
Telephone $4,621 $4,143 $3,695
Computer 1,784 1,639 1,593
Equipment Sales 523 531 404
Telecommunications Product Development 138 130 119
Corporate 122 187 115
-------- -------- --------
Total Depreciation and Amortization $7,188 $6,630 $5,926
CAPITAL EXPENDITURES:
Telephone $5,438 $5,317 $4,869
Computer 328 668 294
Equipment Sales 120 58 200
Telecommunications Product Development 123 88 23
Corporate 12 73 90
-------- -------- --------
Total Capital Expenditures $6,021 $6,204 $5,476
HICKORY TECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ACCOUNTING POLICIES
The accounting policies of Hickory Tech Corporation are in conformity with
generally accepted accounting principles and, where applicable, conform to the
accounting principles as prescribed by federal and state telephone utility
regulatory authorities. The Registrant presently gives accounting recognition to
the actions of regulators where appropriate, as prescribed by Financial
Accounting Standards Board Statement No. 71 (SFAS 71), "Accounting for the
Effects of Certain Types of Regulation." Significant examples include the amount
charged as depreciation expense, which reflects estimated lives and methods
prescribed by regulators rather than those that might otherwise apply to
unregulated enterprises.
Basis of Consolidation - The consolidated financial statements of the Registrant
include Hickory Tech Corporation, its subsidiaries, and majority owned
partnerships. Investments in 20% to 50% owned entities and all unconsolidated
partnerships are accounted for using the equity method. All intercompany
transactions have been eliminated from the consolidated financial statements.
Financial Statement Presentation - Telephone revenues are derived from charges
for network access to the Registrant's local exchange network, from subscriber
line charges and from contractual arrangements for services such as billing and
collection and directory advertising. Certain of these revenues are realized
under pooling arrangements with other telephone companies and are divided among
the companies based on respective costs and investments to provide the services.
Management believes that recorded amounts represent reasonable estimates of the
final distribution from these pools. Revenue in the Equipment Sales segment
earned on major installation and change contracts is recognized on the
percentage of completion method.
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and disclosure of contingent assets and liabilities. The
estimates and assumptions used in the accompanying consolidated financial
statements are based upon management's evaluation of the relevant facts and
circumstances as of the date of the financial statements. Actual results may
differ from the estimates and assumptions used in preparing the accompanying
consolidated financial statements.
Property and Depreciation - Property, plant and equipment are recorded at
original cost of acquisition or construction. When telephone assets are sold or
retired, the assets and related accumulated depreciation are removed from the
accounts and no gains or losses are recorded.
The components of Net Property, Plant and Equipment are summarized as follows:
(Dollars in Thousands) 1995 1994
Telephone Plant $69,162 $63,645
Other Property and Equipment 11,433 10,222
-------- --------
Total 80,595 73,867
Less Accumulated Depreciation 44,507 38,236
-------- --------
Net Property, Plant and Equipment $36,088 $35,631
======== ========
Depreciation for financial statement purposes is determined using the straight-
line method based on the lives of the various classes of depreciable assets. The
composite depreciation rates on telephone plant for the three years ended
December 31, 1995, were 6.6%, 6.6%, and 6.9%. Other equipment is depreciated
over estimated useful lives of three to fifteen years, and the associated
building is depreciated over its estimated useful life of thirty-five years.
Cash Investments - Cash and cash equivalents include general funds and short-
term investments with original maturities of three months or less. Investments
with original maturities of three months to twelve months are classified as
temporary cash investments.
Investments - Other investments are carried at lower of cost or net realizable
value.
Inventories - Inventories are stated at the lower of average cost or market and
consist of the following:
(Dollars in Thousands) 1995 1994
Finished Goods $344 $304
Work in Process 142 433
Materials and Supplies 2,360 2,211
-------- --------
Total $2,846 $2,948
======== ========
Income Taxes - The provision for income taxes consists of an amount for taxes
currently payable and a provision for tax consequences deferred to future
periods. Deferred income taxes 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. Deferred income
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. For financial statement purposes, deferred
investment tax credits and excess deferred income taxes relating to depreciation
of regulated assets are being amortized as a reduction of the provision for
income taxes over the estimated useful or remaining lives of the related
property, plant and equipment.
Intangible Assets - Intangible assets are shown net of accumulated amortization
of $2,433,000 and $4,665,000 for 1995 and 1994, respectively. The excess of
cost over fair value of net assets acquired relating to acquisitions is being
amortized over forty years. As of December 31, 1995 and 1994, amortized excess
costs over fair value of assets acquired were $5,565,000 and $6,015,000
respectively. Contract rights and covenants not to compete associated with
acquisitions are being amortized over three to twenty years.
Capitalized Software Costs - Capitalized software costs consist of costs to
develop software internally for the Registrant's computer services segment.
Capitalization of internally developed software begins upon the establishment of
technological feasibility and continues until the product becomes available for
general release to customers. Unamortized software costs at December 31, 1995
and 1994 were $1,991,000 and $2,692,000, respectively, and are included in
Intangible Assets in the Consolidated Balance Sheets. Capitalized costs are
amortized on a product-by-product basis over the remaining estimated economic
life of the product.
Earnings Per Share - Earnings per share for 1993 is based on 5,140,003 weighted
average number of shares of common stock and common stock equivalents
outstanding during the year. Earnings per share for 1994 is based on 5,128,147
weighted average number of shares of common stock and common stock equivalents
outstanding during the year. Earnings per share for 1995 is based on 5,127,470
weighted average number of shares of common stock and common stock equivalents
outstanding during the year.
NOTE 2 - ACQUISITIONS
In 1994 the Registrant purchased the telephone exchange assets of Amana Society,
Inc. in Amana, Iowa for $6,500,000. The acquisition was accounted for as a
purchase and, accordingly, the acquired assets have been recorded at their
estimated fair values at the date of acquisition. The purchase price exceeded
the fair value of the assets by $4,400,000.
The Registrant's Consolidated Statement of Income includes the operating results
of the acquisition from the date of purchase. The following table summarizes the
unaudited consolidated pro forma results of operations, assuming the
acquisition had occurred at the beginning of each of the following periods:
(Dollars in Thousands) 1994 1993
Total Revenues $59,078 $53,614
Net Income 9,165 8,529
Earnings Per Share 1.79 1.66
NOTE 3 - BUSINESS SEGMENT DATA
The Registrant's operations are conducted in four business segments. The
Telephone segment provides telephone services to Mankato and adjacent areas of
Blue Earth and Nicollet counties in southern Minnesota and to the Amana Colonies
in east-central Iowa. The Telephone segment also operates fiber optic cable
transport facilities and DBS in southern Minnesota, participates in cellular
partnerships across southern Minnesota, and operates cable television businesses
in its service territory. The Computer segment provides data processing and
related services primarily to telecommunications companies. Its customers are
local exchange telephone companies and interexchange network carriers with
operations across the country. The Equipment Sales segment sells, installs and
services communications equipment in the retail market. It has many ongoing
business contracts with large business customers in Minneapolis/St. Paul and
southern Minnesota. The Telecommunications Product Development segment designs,
manufactures and distributes communications equipment through large distributors
in North America and the United Kingdom. Refer to BUSINESS SEGMENT DATA
schedule above for additional business segment information.
NOTE 4 - FINANCIAL INSTRUMENTS AND INVESTMENT SECURITIES
The carrying value of cash and temporary cash investments approximates their
fair value due to the short maturity of the instruments. The carrying value of
Investments is $2,714,000 at December 31, 1995, and $2,648,000 at December 31,
1994. Investments include investments accounted for using the equity method of
accounting and investments which do not have a readily determinable fair market
value. The fair value of the Registrant's long-term debt, after deducting
current maturities, is estimated to be $924,000 at December 31, 1995 and
$1,054,000 at December 31, 1994, compared to carrying values of $1,087,000 and
$1,295,000 respectively. The fair value estimates are based on the overall
weighted rates and maturity compared to rates and terms currently available in
the long-term financing markets.
NOTE 5 - COMMON STOCK
The Registrant's common stock has no par value. There are 25,000,000 shares
authorized with 5,134,021 share outstanding as of December 31, 1995, and
5,124,291 shares outstanding as of December 31, 1994.
Under the terms of an employee stock purchase plan, participating employees may
acquire shares of common stock through payroll deductions of not more than 10%
of compensation. The price at which the shares can be purchased is 85% of the
fair market value for such shares on a specified date in each plan year. There
were 300,000 common shares reserved for this plan.
Common stock distributions as a result of this plan are summarized as follows:
No. of Shares Amount
1993 5,939 $161,838
1994 8,181 $231,113
1995 8,205 $242,048
At December 31, 1995, employees had subscribed to purchase approximately 10,300
shares in the current plan year ended August 31, 1996.
A long-term incentive award plan for officers provides for the granting of
incentive stock options, non-qualified stock options and restricted stock
awards. The exercise price of any stock options or awards will be the fair
market value of the shares on the date of the grant. Options may be exercised no
later than ten years after the date of grant. All shares available for grant in
any year which are not granted under the plan shall be available for grant in
subsequent years. There were 250,000 common shares reserved for this plan.
A summary of stock options granted follows:
No. of Exercise Price of No. of
Options Granted Options Granted Options Granted
1993 7,899 $30.75 -
1994 7,534 $33.75 2,633
1995 6,645 $31.625 5,144
None of these options were exercised. The plan also has stock performance awards
tied to Registrant growth in pre-tax net income. No awards will be determined
under this portion of the plan until 1996.
Under the terms of a Corporate Retainer Stock Plan for Directors, participating
directors may acquire shares of common stock in exchange for their quarterly
retainers. The price at which the shares can be purchased is 100% of the fair
market value for such shares on a specified date in each quarter. There were
100,000 common shares reserved for this plan.
Common stock distributions as a result of this plan are summarized as follows:
No. of Shares Amount
1993 1,134 $35,800
1994 1,281 $42,046
1995 1,525 $50,030
During 1994, 29,000 shares of common stock were retired at a total cost of
$942,000.
NOTE 6 - LONG-TERM DEBT
Long-term debt consists of the following:
(Dollars in Thousands) 1995 1994
Notes Payable to Rural Utilities
Service, 2% Due November 2003 $1,119 $1,300
Notes Payable to Rural Telephone Bank,
4% Due April 2007 174 194
Other - 20
-------- --------
Total 1,293 1,514
Less Current Maturities 206 219
-------- --------
Long-Term Debt $1,087 $1,295
======== ========
The collateral for the notes payable to the Rural Utilities Service (RUS) and
the Rural Telephone Bank (RTB) is exclusively the property, plant and equipment
of Mid-Communications, Inc.
The terms of the notes payable to RUS and RTB restrict payment of cash dividends
or reacquisition of capital stock. Annual requirements for principal payments
for the four years subsequent to 1996 are as follows: 1997 - $211,500; 1998 -
$217,100; 1999 - $222,900; and 2000 - $229,800. Cash paid for interest was
$134,000 in 1995, $103,000 in 1994, and $370,000 in 1993.
In September, 1995, the Registrant secured a $7 million line of credit
arrangement with a local bank. This line of credit will be used for general
corporate purposes including interim financing for acquisitions. The line of
credit provides for borrowing at the prime interest rate. There are no material
compensating balances or commitment fee requirements under this arrangement.
NOTE 7 - EMPLOYEE RETIREMENT BENEFITS
Employees in participating companies who meet certain service requirements are
covered under defined contribution retirement savings plans which include IRS
Section 401(k) provisions. The Registrant contributes up to 5.75% of the
employee's basic compensation, based on the employee's voluntary contribution.
Registrant contributions and costs for retirement plans were $588,000 in 1995,
$446,000 in 1994, and $442,000 in 1993. In 1995, the Registrant adopted an
employee profit sharing plan for all employees who are eligible to participate
in the employee retirement savings plan and are not covered by other types of
incentive pay plans. Under this plan, the Registrant will contribute up to 2.0%
of the eligible employee group total base compensation into retirement savings
plan accounts if the participating companies achieve specific earnings targets.
The Registrant's contribution for this plan in 1995 was $186,000.
In addition to providing retirement savings benefits, the Registrant provides
postretirement health care and life insurance benefits for certain employees.
The Registrant is not currently funding these benefits.
Net periodic postretirement benefit expense was $334,000 in 1995, $290,000 in
1994 and $231,000 in 1993. Accrued postretirement benefit cost was $686,000 as
of December 31, 1995 and $438,000 as of December 31, 1994. The unrecognized
transition obligation is being amortized over 20 years. The unrecognized
liability as of December 31, 1995 is $1,020,000 and was $1,080,000 as of
December 31, 1994.
The health care cost trend used in determining the accumulated postretirement
benefit obligation was 15% grading to 6% in year 10 and later.
Assumptions used to develop net periodic postretirement benefit cost and the
actuarial present value of accumulated benefit obligations:
Weighted average discount rate: 8.00%
Weighted average long term rate of return on plan assets 5.00%
NOTE 8 - INCOME TAXES
The income tax provisions include the following components:
(Dollars in Thousands) 1995 1994 1993
Current Income Taxes:
Federal $5,769 $4,897 $3,645
State 1,633 1,447 960
Deferred Income Taxes:
Federal (446) (498) 6
State (126) (167) 86
Investment Tax Credit:
Amortized (104) (121) (167)
-------- -------- --------
Total Income Tax Expense $6,726 $5,558 $4,530
======== ======== ========
Cash paid for income taxes was $7,240,000 in 1995, $5,229,000 in 1994 and
$5,234,000 in 1993.
Deferred tax liabilities and assets are comprised of the following:
(Dollars in Thousands) 1995 1994
Tax Liabilities Associated with:
Depreciation and Fixed Assets $3,650 $3,777
Software Development 842 1,110
Other 212 127
-------- --------
Gross Deferred Tax Liability 4,704 5,014
-------- --------
Tax Assets Associated with:
Deferred Benefit Plans 845 738
Receivables and Inventory 209 211
Accrued Liabilities 412 309
Other 124 70
-------- --------
Gross Deferred Tax Assets 1,590 1,328
-------- --------
Net Deferred Tax Liability 3,114 3,686
Net Current Deferred Tax Asset 621 709
-------- --------
Net Non-Current Deferred Tax Liability $3,735 $4,395
======== ========
The differences which cause the effective tax rate to vary from the statutory
federal income rates are as follows:
1995 1994 1993
Statutory Tax Rate 35.0% 35.0% 35.0%
Effect of:
State Income Taxes Net of Federal Tax Benefit 5.9 5.6 5.3
Amortization of Investment Tax Credit (0.6) (0.8) (1.3)
Prior Year Tax Adjustment - (2.7) (2.1)
Other, Net 0.2 0.4 (1.7)
-------- -------- -------
Effective Tax Rate 40.5% 37.5% 35.2%
======== ======== =======
NOTE 9 - CONSTRUCTION COMMITMENTS
The construction and facilities program for 1996 is approximately $8,500,000.
Normal purchase commitments have or will be made for planned expenditures.
NOTE 10 - CORPORATE DEVELOPMENT
The Registrant has entered into an agreement to purchase the assets of eleven
rural telephone exchanges in the State of Iowa from US West Communications, Inc.
("US West") for $35,271,000. The eleven exchanges contain approximately 12,200
access lines. The acquisition will be structured as a purchase of telephone
assets from US West and must be approved by the Public Utilities Board of Iowa
and the Federal Communications Commission. It is anticipated that the approvals
for the purchase of the exchanges should be completed in the fourth quarter of
1996.
The Registrant is anticipating utilizing new long-term debt instruments to fund
the majority of its $35,271,000 acquisition price for the US West property.
Negotiations are presently taking place to secure such funding. No difficulty is
anticipated in obtaining this financing.
NOTE 11 - QUARTERLY FINANCIAL INFORMATION (Unaudited)
(Dollars in thousands, except per share amounts)
1995 Total 4th 3rd 2nd 1st
Operating Revenues $62,847 $16,756 $15,871 $15,573 $14,647
Operating Income 15,779 4,553 3,697 3,914 3,615
Net Income 9,900 2,798 2,376 2,505 2,221
Earnings Per Share $1.93 $.55 $.46 $.49 $.43
Dividends Per Share $1.00 $.25 $.25 $.25 $.25
1994 Total 4th 3rd 2nd 1st
Operating Revenues $58,208 $14,920 $14,604 $14,589 $14,095
Operating Income 14,506 4,161 3,521 3,531 3,293
Net Income 9,147 2,548 2,223 2,255 2,121
Earnings Per Share $1.78 $.50 $.43 $.44 $.41
Dividends Per Share $.87 $.22 $.22 $.215 $.215
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There has been no change in accountants and no disagreement with the
accountants regarding accounting or financial disclosures within the twenty-four
month period ending December 31, 1995.
PART III
Item 10. Directors and Executive Officers of the Registrant.
MEMBERS OF THE BOARD OF DIRECTORS
ROBERT D. ALTON, JR. has served as a director since 1993. His present term
expires this year and he is a nominee. Mr. Alton became President and Chief
Executive Officer of the Registrant in 1993. Mr. Alton, age 47, is the former
President of Telephone Operations of Contel Corporation and was employed in
various executive and financial capacities at Contel Corporation for twenty-one
years.
LYLE T. BOSACKER has served as a director since 1988. His present term expires
in 1997. Mr. Bosacker, age 53, is a management consultant and President of CEO
Advisors, Inc. Mr. Bosacker served as the Director of Corporate Information
Services for International Multifoods from 1991 to 1993 and as its Director of
Corporat e Information Systems Planning from 1987 to 1991.
ROBERT K. ELSE has served as a director since 1990. His present term expires
this year and he is a nominee. Mr. Else, age 60, has been the President of EI
Microcir cuits, Inc. in Mankato, Minnesota, since 1984. EI Microcircuits
manufact ures and assembles electronic circuit boards.
JAMES H. HOLDREGE has served as a director since 1992. His present term expires
in 1998. Mr. Holdrege, age 57, has been the General Manager of KATO Engineering
Division Reliance Electric Co. since 1984. KATO Engineering is a manufacturer of
synchronous generators, power conditioning equipment and associated controls.
LYLE G. JACOBSON has served as a director since 1989. His present term expires
in 1998. Mr. Jacobson, age 54, has been the President and Chief Executive
Officer of Katolight Corporation in Mankato, Minnesota, since 1985. Katolight
Corporation is a manufacturer of emergency electrical generator sets and
controls .
R. WYNN KEARNEY, JR. has served as a director since 1993. His present term
expires this year and he is a nominee. Dr. Kearney, age 52, has been in private
practice with the Orthopaedic & Fracture Clinic, P.A., in Mankato, Minnesota,
since 1972 and is a staff physician with the Department of Orthopaedic Surgery
at Immanuel-St. Joseph's Hospital in Mankato, Minnesota. Dr. Kearney is also a
director of Exactech, Inc. of Gainesville, Florida.
STARR J. KIRKLIN has served as a director since 1989. His present term expires
in 1998. Mr. Kirklin, age 59, has been with First Bank System, Inc. since 1964
and has served as President of First Bank Mankato since 1978. Mr. Kirklin is a
director of Valley Opportunities Incorporated, a registered investment company.*
BRETT M. TAYLOR, JR. has served as a director since 1970. His present term
expires in 1997. Mr. Taylor, age 66, is the retired Chairman of Brett's
Department Stores, Co. and previously served as its President from 1971 to 1987.
*Mr. Kirklin is an "interested person" within the meaning of Section 2(a) of the
Investment Registrant Act of 1940. First Bank Mankato owns 3.7% of the voting
stock of Valley Opportunities Incorporated. Mr. Kirklin serves as a director of
Computoservice, Inc. and Mankato Citizens Telephone Company. The Registrant and
these subsidiaries of the Registrant own 11.4% of the voting stock of Valley
Opportunities Incorporated.
OTHER EXECUTIVE OFFICERS
JON L. ANDERSON, age 42, has served as a Vice President since 1995. Mr. Anderson
has served as President of Collins Communications Systems Co. since 1994 and was
its Vice President and General Manager from 1991 to 1994.
DAVID A. CHRISTENSEN, age 43, has served as Secretary since 1993, Vice President
and Chief Financial Officer since 1989, Treasurer since 1986 and as Controller
since 1979.
THOMAS R. BORCHERT, Age 59, has served as a Vice President since 1986. Mr.
Borchert has served as President of Mankato Citizens Telephone Company since
1984.
MARY T. JACOBS, age 38, was appointed a Vice President in January, 1996 and has
been the Director of Human Resources since 1993. Ms. Jacobs was the Director of
Human Resources at Pueringer/Multifoods from 1991 to 1993. Pueringer/Multifoods
is a food service distributor.
BRUCE H. MALMGREN, age 51, has served as a Vice President of the Registrant and
as President of Computoservice, Inc. since 1995. Mr. Malmgren was Senior Vice
President of Sales and Marketing and National Sales Manager for Dataserv, Inc.
from 1992 to 1995. Dataserv, Inc. provides technical services for commercial
personal computer systems. From 1990 to 1992, Mr. Malmgren was Vice President of
Sales and Marketing for Facility Systems, Inc., a provider of business furniture
and design systems. Prior to this, beginning in 1968, Mr. Malmgren held various
sales & managerial positions in Xerox Corporation.
DAVID H. ROWLEY, age 55, has served as a Vice President since 1995 and President
of Digital Techniques, Inc. since 1993. Mr. Rowley served as an Assistant Vice
President for GTE Corp from 1991 to 1993. GTE Corp provides local and long
distance telephone services.
There are no present family relationships between the executive officers, nor
between the executive officers and the directors.
SECTION 16(a) REPORTING DELINQUENCIES
As required by the Section 16(a), Robert D. Alton, Jr., David A.
Christensen and Thomas R. Borchert filed Form 5's for the 1995 fiscal year
regarding their failure to file Form 4's in 1993, 1994 and 1995 reporting the
stock options granted to them by the 1993, 1994 and 1995 Stock Award Programs
and their potential participation in the pools of shares established by those
Programs that may be distributed, provided financial goals are met by the
Registrant and its subsidiaries over a three year period commencing with the
date of the r espective Programs.
The options granted to the parties and their potential participation
in the various pools of shares were reported in the Form 10-K for 1993 and 1994
in this Form 10-K.
Item 11. Executive Compensation.
The remuneration paid or accrued to the Chief Executive Officer and each of the
other four most highly compensated executive officers of the Registrant whose
aggregat e remuneration exceeded $100,000 in 1995 is as follows:
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation Awards
Restricted Securities All
Name and Stock Underlying Other
Principal Awards Options/ Compensation
Position Year Salary($) Bonus($)(3) ($) SARs (#) ($)(6)
ROBERT D. ALTON, JR. 1995 $205,800 (1) $113,740 $41,339 (5) 3,486 $ 8,625
Director, Chairman, 1994 $194,775 (1) $ 87,990 $39,124 (5) 3,092 $ 8,295
President and Chief 1993 $183,750 (1) N/A $38,038 (4) 3,201 $32,230 (7)
Executive Officer
THOMAS R. BORCHERT 1995 $147,900 $83,182 $20,795 (5) 1,754 $ 8,177
Vice President 1994 $142,200 $62,237 $19,994 (5) 1,580 $ 7,880
1993 $138,759 (2) $71,159 $19,220 (4) 1,667 $ 6,389
DAVID A. CHRISTENSEN 1995 $118,500 $51,139 $16,662 (5) 1,405 $ 6,511
Vice President, 1994 $112,000 $39,959 $15,748 (5) 1,244 $ 1,492
Chief Financial 1993 $107,939 (2) $43,161 $15,375 (4) 1,299 $ 1,387
Officer, Secretary
and Treasurer
DAVID H. ROWLEY 1995 $104,500 $64,333 N/A N/A N/A
Vice President
JON L. ANDERSON 1995 $ 95,000 $43,910 N/A N/A $ 5,457
Vice President
(1) Includes deferred compensation of $8,750 in 1993, $9,275 in 1994 and $9,800
in 1995 pursuant to a Supplemental Retirement Agreement with the Registrant.
Each year Mr. Alton accrues benefits equal to five percent (5%) of his base
salary. This accumulation of benefits will occur for a maximum of ten (10) years
of service commencing January 1, 1993. Benefits are paid upon termination of
employment commencing on the earlier of Mr. Alton's 62nd birthday or his date of
death.
(2) Includes deferred compensation of $15,000 for Mr. Borchert and $10,000 for
Mr. Christensen pursuant to Supplemental Retirement Agreements with Mankato
Citizens Telephone Company. The Supplemental Retirement Agreements provide for
payments commencing upon termination of employment of $15,000 and $10,000,
respectively for each year of service commencing January 1, 1984, up to a
maximum of ten (10) years.
(3) The Registrant and its subsidiaries have an Executive Incentive Plan whereby
key executives may receive additional compensation based on annual performance
and set goals of the Registrant, its subsidiaries and the individual executive.
In addition to cash compensation, each executive receives a performance award
equal to one-half of the cash compensation. The cash award and the performance
award credit are shown in this column. The performance award is credited to the
executive's performance account. The performance account is annually credited
with interest equal to the rate for a ten year Treasury Bond. The performance
account is vested over four (4) years and is paid to the executive upon
termination of employment.
(4) Awards granted under the Registrant's 1993 Stock Award Program and
distributed to participants in 1996.
(5) Restricted Stock Awards under the Registrant's 1994 and 1995 Stock Award
Programs will only be issued if the Registrant and its subsidiaries achieve
established goals of pre-tax net income growth for the three (3) year periods
ending December 31, 1996 and December 31, 1997, respectively. Certain
assumptions have been made in estimating the amount of compensation associated
with the Restricted Stock Awards. These assumptions include: a 4% compound
annual growth rate in salaries for the individuals in the Programs, that all
financial targets are met, and that the Committee approves a 100% payout of the
awards to each participant. The Awards will be paid in stock of the Registrant,
not in cash. See the LTIP table and associated footnotes.
(6) Employer contributions to 401(k) Plans.
(7) Includes $19,893 reimbursement for moving expenses, $7,681 contribution to
401(k) Plan and $4,655 in miscellaneous perquisites.
LONG TERM INCENTIVE PLANS
AWARDS IN LAST FISCAL YEAR
In 1993, the shareholders approved the Registrant's 1993 Stock Award Plan. Stock
Award Programs (the "Programs") were implemented in 1993, 1994 and 1995 pursuant
to the terms of the Stock Award Plan. Each Program established a pool of shares
that may be issued to the executives of the Registrant contingent upon
achievement of performance objectives over a three year period. The objectives
are based on compound annual increases in the earnings of the Registrant and its
subsidiaries. The restricted shares established in the 1993 Stock Award Program
were distributed to the participants in February, 1996.
Estimated Future Payouts Under
Non-Stock Price-Based Plans(1)
Number of Performance
Shares, Units or Other Period
or Other Until Maturation
Name Rights (#)(1) or Payout Threshold(2) Target(3) Maximum(4)
Alton 1,304 1 year 1,304 1,304 1,956
1,377 2 years 1,377 1,377 2,066
Borchert 666 1 year 666 666 999
693 2 years 693 693 1,040
Christensen 524 1 year 524 524 786
555 2 years 555 555 833
(1) Under the terms of the Programs, shares will only be issued if the
Registrant and its subsidiaries achieve established goals of compound annual
growth in pre-tax net income for the three year periods ending December 31, 1996
and 1997, respectively. It is not possible to predict future salaries, stock
prices or the financial results of the Registrant and its subsidiaries,
therefore, certain assumptions have been made to estimate the outcome of the
Programs. These assumptions include: a 4% compound annual growth rate in
salaries for the individuals in the Programs, all financial objectives being
achieved, the Committee approving a payout for each participant and a potential
market value of the Registrant's stock of $30.00 per share in both 1997 and
1998. The Registrant is making no representations as to market appreciation
potential for the Registrant's stock in these calculations.
(2) No restricted shares will be issued unless the Registrant and its
subsidiaries achieve the performance objectives. The number of shares in the
"Threshold" column assumes the performance objectives have been achieved by the
Registrant and its subsidiaries.
(3) The number of shares in the "Target" column are the same as the shares in
the "Threshold" column because restricted shares will only be issued if the
performance objectives are achieved.
(4) The Programs allow the Committee the authority to reward outstanding
individual performance by issuing restricted shares to an individual in an
amount not to exceed 150% of the number of shares the individual would have
received under the targeted level. The shares in the "Maximum" column assume the
Committee will issue 150% of the target number of shares to all participants.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value At Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants For Option Term ($)
% of Total
Options
Options Granted to Exercise
Granted Employees In Price Expiration
Name (#)(1) Fiscal Year ($/Share) Date 5%($)(2) 10%($)(2)
Alton 3,486 52.5% $31.625 May 31, 2005 $69,284 $175,607
Borchert 1,754 26.4% $31.625 May 31, 2005 $34,861 $ 88,358
Christensen 1,405 21.1% $31.625 May 31, 2005 $27,924 $ 70,777
(1) The options were granted at the fair market value of the shares on May 31,
1995. The options may be exercised for one-third (1/3) of the shares on or after
May 31, 1996, one-third (1/3) of the shares on or after May 31, 1997 and
one-third (1/3) of the shares on or after May 31, 1998. All options expire on
May 31, 2005 and in the event the optionee is no longer employed by the
Registrant. All options vest upon the occurrence of an Event (as described in
the 1993 Stock Award Plan). Shares acquired by the optionees are subject to
rights of repurchase by the Registrant in the event the optionee terminates
employment with the Registrant or wishes to transfer the shares.
(2) The exercise price was compounded at 5% and 10% over the ten (10) year term
of the options. The resulting stock price was reduced by the exercise price to
determine the potential realizable gain at the assumed rates of appreciation.
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at FY-End At FY-End
Name # $ (1)
Exercisable Unexercisable Exercisable Unexercisable
Alton 3,165 6,614 $1,067 $534
Borchert 1,639 3,362 $ 556 $278
Christensen 1,281 2,667 $ 433 $217
(1) Value of unexercised options equals fair market value of shares underlying
in-the-money options at December 31, 1995 ($31.25), less the exercise price
times the number of in-the-money options outstanding.
COMPENSATION OF DIRECTORS
Directors received $350 for each Board and committee meeting they attended. In
1995, the Directors were paid an annual retainer of $10,000. These fees are
waived if the individual is a paid employee of the Registrant.
401(k) PLANS
Hickory Tech Corporation and several of its subsidiaries (the "Companies") have
established Retirement Savings Plans ("401(k) Plans"). Robert D. Alton, Jr. and
Bruce H. Malmgren are trustees for the Computoservice, Inc. 401(k) Plan trust
funds. Mr. Alton and Thomas R. Borchert are trustees for the other 401(k) Plan
trust funds.
Participation in the 401(k) Plans is open to each employee of the Companies who
has completed ninety (90) days of continuous employment. Participation in the
401(k) Plans is optional. Employees may participate beginning with any biweekly
payroll after completion of eligibility requirements. As of December 31, 1995,
there were 305 employees eligible to participate in the 401(k) Plans. All but 49
eligible employees participated in the 401(k) Plans in 1995.
A participant may elect to defer, on a pre-tax basis, up to 15% of annual base
compensation limited to $9,240 in 1995. The Companies will make an
employer-matching contribution of up to 96% of the first six percent (6%) of the
participant's pre-tax contribution.
In 1995, the Companies contributed $507,153 to the accounts of all eligible
employees.
CHANGE OF CONTROL
The Registrant and its subsidiaries have change of control agreements with the
following named executive officers: Robert D. Alton, Jr., Thomas R. Borchert,
David A. Christensen, Jon L. Anderson and David H. Rowley. These agreements
provide that in the event there is a change in control of the Registrant, the
officers shall receive pay for the following number of years, unless they are
released for cause, are disabled or die: 2.99 years for Robert D. Alton, Jr.,
and two (2) years for Thomas R. Borchert, David A. Christensen, Jon L. Anderson
and David H. Rowley. If the officers are released within three (3) years after
change in control, for a reason other than cause, death or disability, they
shall be paid their salary for the designated time periods. In the event of a
change in control of the Registrant and the simultaneous release of the
officers, the maximum amount of salary that would be paid to Messrs. Alton,
Borchert, Christensen, Anderson and Rowley under their current agreements would
be approximately $1,014,000, $467,200, $363,600, $312,500 and $327,000,
respectively.
SEVERANCE PAY
The Registrant has an agreement with Robert D. Alton, Jr. that if he is
discharged by the Registrant, he will receive severance pay equal to twelve (12)
times his then current monthly base salary. The current maximum amount payable
under this agreement would be $202,900. No payments will be made to Mr. Alton if
he is discharged for fraud, misappropriation of funds, embezzlement, or the
commission of a work related felony.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation program for executives is the responsibility of the
Compensation Committee of the Board of Directors. In 1995, this Committee was
composed of three outside directors: Messrs. Bosacker, Jacobson and Taylor. Mr.
Bosacker is Chairperson of this Committee.
The Board of Directors has established the following ongoing principles and
objectives for the Registrant's executive compensation program:
1. Provide compensation opportunities that will attract, motivate and
retain highly qualified managers and executives.
2. Link executives' total compensation to the Registrant's financial
performance and individual job performance.
3. Provide a balance between incentives focused on achievement of annual
objectives and longer term incentives linked to increases in earnings and
shareholder value.
There are three elements to the compensation plan: annual base salary, cash
bonuses (the "Executive Incentive Plan") and longer term incentives (the "Stock
Award Plan").
Annual base salaries are somewhat influenced by the pay practices of
comparable companies so that the Registrant remains reasonably competitive with
what others are doing.
The Executive Incentive Plan has both an annual and a long-term component.
The Executive Incentive Plan rewards an executive with a cash bonus for
attainment of annually established financial objectives based on a combination
of revenue, pre-tax earnings and/or return on equity. The individual executive's
performance is also factored into awards made under the Executive Incentive
Plan. In addition to the payment of a cash bonus, an account is established for
each executive equal to 50% of the cash bonus. The account is increased annually
based on interest equal to the rate on a ten year Treasury Bond. There is a four
year vesting schedule associated with this element of the Executive Incentive
Plan.
The Stock Award Plan allows the Registrant to issue restricted shares,
incentive stock options and non-qualified stock options to officers of the
Registrant. The 1995 Stock Award Program adopted pursuant to the Stock Award
Plan issued incentive stock options to three officers of the Registrant. The
incentive stock options vest over a three year period and must be exercised
within ten years of their issuance. The stock options reward the executives in
the event they increase the fair market value of the shares of the Registrant.
The 1995 Stock Award Program also established a pool of restricted shares that
may be issued to the executives of the Registrant contingent upon the
achievement of performance objectives over a three year period. The objectives
are based on increases in the earnings of the Registrant and its subsidiaries.
The Committee applied the above-described principles and objectives in
determining the compensation for the Chief Executive of the Registrant, Mr.
Alton. In setting the 1995 salary, the Committee reviewed Mr. Alton's total
compensation program to make sure it was closely related to the performance of
the Registrant in 1994. In establishing the salary for 1995, the Committee
specifically considered the satisfactory results of the Registrant in 1994, as
compared to targeted goals in the areas of annual revenue, pre-tax
profitability, return on equity and rate of growth. The Committee also reviewed
the compensation of the CEO to determine that the compensation was competitive
for similar positions in comparable companies and was equitable for the
Registrant and its shareholders.
COMPENSATION COMMITTEE
Lyle T. Bosacker
Lyle G. Jacobson
Brett M. Taylor, Jr.
FIVE YEAR SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The line graph presentation compares cumulative five-year shareholder returns on
an indexed basis. The graph shows the value at each year of $100 invested in the
Registrant's stock or the index at December 31, 1990, and assumes the
re-investment of all dividends. The Board of Directors has approved a peer
group of four (4) independent telecommunications companies which have been used
for purposes of this performance comparison. These companies were selected
because they have a similar proportion of core business in regulated telephone
operations, a similar pattern of internal diversification and moderate external
acquisition activity. The companies selected to be in the peer group are
identified below. The following graph compares the cumulative five year
performance of the Registrant's common stock to the S&P Composite and to an
index of peer companies.
TOTAL RETURN TO SHAREHOLDERS DECEMBER 1990 TO DECEMBER 1995
(The "Value At December 31" table below contains the values representing the
graph points as displayed on "Total Return to Shareholders December 1990 to
December 1995)
ANNUAL RETURNS (BASED ON DIVIDENDS REINVESTED MONTHLY)
Return Return Return Return Return
1991 1992 1993 1994 1995
Hickory Tech 9.85 7.75 7.51 -1.17 1.45
S&P 500 Comp-Ltd 30.47 7.62 10.08 1.32 37.58
Peer Group Index Average -0.98 10.85 16.81 -3.74 51.43
Indexed Returns (12/31/90 = 100)
VALUE AT DECEMBER 31 1990 1991 1992 1993 1994 1995
Hickory Tech 100 109.85 118.36 127.25 125.76 127.59
S&P 500 Comp-Ltd 100 130.47 140.41 154.56 156.60 215.45
Peer Group Index Average 100 99.02 109.76 128.22 123.43 186.90
Companies in selected Peer Group are:
Cincinnati Bell, Inc.
Lincoln Telecommunications Company
Frontier Corp. f/k/a Rochester Telephone Company
Southern New England Telecommunications CorporationItem
12. Security Ownership of Certain Beneficial Owners and Management.
a. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 1, 1996, no person owned five percent or more of any class
of the Registrant's voting securities.
b. SECURITY OWNERSHIP OF MANAGEMENT
Name of Amount & Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
Common Stock Robert D. Alton, Jr. 9,377 (a) *
Common Stock Lyle T. Bosacker 114,702 (b) 2.2%
Common Stock Robert K. Else 2,488 *
Common Stock James H. Holdrege 738 *
Common Stock Lyle G. Jacobson 7,326 (c) *
Common Stock R. Wynn Kearney, Jr. 21,711 (d) *
Common Stock Starr J. Kirklin 888 *
Common Stock Brett M. Taylor, Jr. 30,187 (e) *
Common Stock Jon L. Anderson 323 *
Common Stock Thomas R. Borchert 3,857 (a) *
Common Stock David A. Christensen 2,931 (a) *
Common Stock David H. Rowley 968 (f) *
Common Stock All directors and executive officers
as a group(14 persons including those
officers not listed above) 195,878 3.8%
* Less than 1%
(a) Includes shares which may be acquired within sixty (60) days after March
15, 1996 through the exercise of stock options. The persons who have such
options and the number of shares which may be so acquired are as follows:
Mr. Alton, 5,263; Mr. Borchert, 2,721 and Mr. Christensen, 2,129.
(b) Includes 113,702 shares held by Mrs. Bosacker.
(c) Includes 6,588 shares held by Mrs. Jacobson.
(d) Includes 3,306 shares held in a profit sharing trust.
(e) Includes 17,182 shares held in a partnership, 11,816 shares in a trust for
which Mr. Taylor is co-trustee and 700 shares held by Mrs. Taylor.
(f) Includes 668 shares held in a family trust.
Item 13. Certain Relationships and Related Transactions.
No Reportable transactions occurred in 1995 involving directors,
management or shareholders.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statement Schedules
All schedules are omitted because of the absence of conditions under
which they are required or because the required information is given
in the financial statements or notes thereto.
2. Exhibits
Reference 10(d) Change of Controll Agreement.
Exhibit (21) contains a listing of the Subsidiaries of the Registrant.
Exhibit (23) contains the Consent of Independent Accountants regarding
the Registration Statement of Hickory Tech Corporation on Form S-8.
(b) 1. Reports on Form 8-K
During the quarterly period ended December 31, 1995, the Registrant
filed a Form 8-K dated December 14, 1995. Item 5 (Other Events) was
reported on the Form 8-K. The Form 8-K involved the announcement of
the change in the Registrant's participation in purchase agreements
dated June 15, 1995, with US West Communications, Inc., a Colorado
corporation (US West). The Registrant reported that it will be
acquiring the assets of six (6) rural telephone exchanges in Iowa for
$22,100,000 pursuant to the purchase agreement with US West. These six
exchanges contain approximately 7,600 access lines. The Registrant may
also purchase the assets of up to eight (8) additional exchanges in
Iowa (containing approximately 7,700 access lines). The maximum
purchase price of the additional exchanges in Iowa will be
$21,000,000, and will depend on the number of additional exchanges
purchased.
On January 26, 1996, the Registrant filed another Form 8-K. Item 5
(Other Events) was reported on the Form 8-K. The Form 8-K reported
that in addition to the purchase of the assets of six exchanges from
US West, as reported in Form 8-K dated December 14, 1995, the
Registrant will purchase the assets of another five exchanges from US
West for $13,171,000. The result is that the Registrant will purchase
the assets of eleven telephone exchanges in Iowa from US West for
$35,271,000. There are approximately 12,200 access lines in the eleven
exchanges.
The acquisition will be structured as a purchase of telephone assets
from US West and must be approved by the Public Utilities Board of
Iowa and the Federal Communications Commission. It is anticipated that
approvals for the purchase of the exchanges will be completed in the
fourth quarter of 1996.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: March 27, 1996
HICKORY TECH CORPORATION
/s/Robert D. Alton, Jr.
Robert D. Alton, Jr.
Chairman, President and
Chief Executive Officer
/s/Robert K. Else
Robert K. Else, Director
/s/James H. Holdrege
James H. Holdrege, Director
/s/R. Wynn Kearney, Jr.
R. Wynn Kearney, Jr., Director
/s/Starr J. Kirklin
Starr J. Kirklin, Director
/s/David A. Christensen
David A. Christensen, Secretary
Vice President, Chief Financial Officer
and Treasurer
HICKORY TECH CORPORATION AND SUBSIDIARIES
Exhibit Index to
Form 10-K for the Year Ended December 31, 1995
Filed in Filed in
Regulation S-K Securities Exchange
Reference Title of Document Act Form Act Form
3(a) Articles of Incorporation S-8 dated
June 22, 1993
3(b) By-Laws S-8 dated
June 22, 1993
10(a) & (b) Supplemental Retirement S-8 dated
Agreements June 22, 1993
10(c) Registrant's Executive S-8 dated
Incentive Plan June 22, 1993
10(d) Change of Control Agreements Filed herewith
10(h) Employment Agreement S-8 dated
June 22, 1993
10(i) Registrant's Retirement S-8 dated
Savings Plan and Trust June 22, 1993
10(j) Employee Stock Purchase Plan S-8 dated
June 22,1993
10(k) Registrant's 1993 Stock Award S-8 dated
Plan June 22, 1993
10(l) Registrant's Stock Plan for S-8 dated
Directors June 22, 1993
21 Subsidiaries of the Registrant Filed herewith
23 Consent of Independent Filed herewith
Accountants
Regulation S-K
Reference 10(d)
CHANGE OF CONTROL AGREEMENT
Agreement entered into as of the 28th day of February, 1996, by and between
Hickory Tech Corporation, a Minnesota corporation (the "Company"), and
Robert D. Alton (the "Employee").
WITNESSETH:
WHEREAS, the Employee has heretofore devoted substantial skill and effort
to the affairs of the Company, and the Board of Directors of the Company
desires to recognize the significant personal contribution that the
Employee has made to further the best interests of the Company; and
WHEREAS, it is desirable and in the best interests of the Company and its
stockholders to continue to obtain the benefits of the Employee's
services and attention to the affairs of the Company; and
WHEREAS, it is desirable and in the best interests of the Company and its
stockholders to provide inducement for the Employee (1) to remain in the
service of the Company in order to facilitate an orderly transition in the
event of a change in control of the Company and (2) to remain in the
service of the Company in the event of any threatened or anticipated change
in control of the Company; and
WHEREAS, it is desirable and in the best interests of the Company and its
stockholders that the Employee be in a position to make judgments and take
actions with respect to proposed changes in control of the Company without
regard to the possibility that his/her employment may be terminated without
compensation in the event of certain changes in control of the Company; and
WHEREAS, the Employee desires to be protected in the event of certain
changes in control of the Company; and
WHEREAS, for the reasons set forth above, the Company and the Employee
desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the facts recited above and the mutual
covenants and agreements contained herein, the Company and the Employee
agree as follows:
1. Rights to Payment Following Change in Control. For purposes of this
Paragraph 1, an "Event" shall be deemed to have occurred if (1) a majority
of the directors of the Company shall be persons other than persons (A) for
whose election proxies shall have been solicited by the Board of Directors
of the Company or (B) who are then serving as directors appointed by the
Board of Directors to fill vacancies on the Board of Directors caused by
death or resignation (but not by removal) or to fill newly created
directorships, or (2) 30% or more of the outstanding voting stock of the
Company or all or substantially all of the assets or stock of the Company
is acquired or beneficially owned (as defined in Rule 13d-3 under the
Securities and Exchange Act of 1934, as amended, or any successor rule
thereto), by any person (other than by the Company or a subsidiary of the
Company) or group of persons, acting in concert, which does not include the
Employee, whether by acquisition of assets, merger, consolidation, tender
or exchange offer for shares, or otherwise, or (3) the Company is merged
into or consolidated with another corporation (other than a subsidiary of
the Company) unless a majority of the voting stock of the surviving
corporation is, immediately following the merger or consolidation,
beneficially owned by the Employee (or a group of persons, including the
Employee, acting in concert). If any Event shall occur, then the Employee
shall be entitled to receive from the Company or its successor (which term
as used herein shall include any person acquiring all or substantially all
of the assets or stock of the Company) a cash payment and other benefits on
the following basis (unless the Employee's employment by the Company is
terminated voluntarily or involuntarily prior to the Event), in which case
the Employee shall be entitled to no payment or benefits under this
Paragraph 1):
(a) If at any time following the Event but before the third anniversary
date of the Event, the Employee's employment with the Company or its
successor shall be terminated for any reason (unless such termination
is For Cause or on account of the death or retirement of the Employee
or Disability of the Employee or by the Employee [other than a
Constructive Involuntary Termination]); the Employee (or the Employee's
legal representative, as the case may be) (i) shall be entitled to
receive from the Company or its successor, upon such termination of
employment with the Company or its successor, a cash payment in the
amount that results from multiplying 100 percent of one calendar
month's Salary, at the highest monthly Salary rate paid by the Company
to the Employee times 35.88, unless this payment exceeds the amount
which is subject to an additional tax pursuant to the golden parachute
rules in the Internal Revenue Code, then it will be reduced until it is
no longer subject to additional tax. Such payment to be made to the
Employee by the Company or its successor in a lump sum at the time of
such termination of employment; and (ii) shall be entitled to
continuation of his/her insurance coverage (health, life, dental, and
any other applicable plans) for 2.99 years after the Employee's
termination, as if he/she were an employee of the Company throughout
such period (except for those portions of the period that duplicate
insurance coverage is in place for the Employee under any other policy
provided at the expense of the Company or another employer); provided,
however, that in the event that the Employee's participation in any
such insurance plan or program is barred, the Company, at its sole cost
and expense, shall arrange to provide the Employee with benefits
substantially similar to those which the Employee is entitled to
receive under such plans and programs.
(b) The payments provided for in this Paragraph 1 shall be in addition to
any salary or other remuneration otherwise payable to the Employee on
account of employment by the Company or its successor.
(c) The Company or its successor shall also pay to the Employee all legal
fees and expenses incurred by him/her as a result of such termination,
including, but not limited to, all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking
to obtain or enforce any right or benefit provided by this Agreement.
(d) In the event that at any time following the Event but before the third
anniversary date of the Event, the Employee shall not be given (1)
substantially equivalent title, duties, responsibilities, and authority
or (2) substantially equivalent or greater salary and other
remuneration and fringe benefits, or if the Employee is required to
perform his/her services in an area other than the Employee's regularly
assigned geographical location at the time of the Event, or if the
Employee is forced to do more job related traveling; in each case as
compared with the Employee's status immediately prior to the Event, a
termination by the Employee thereafter shall constitute a Constructive
Involuntary Termination for purposes of Paragraph 1(a). Such
Constructive Involuntary Termination shall, unless it is a termination
For Cause or a Disability of the Employee, entitle the Employee to the
payments and other benefits provided for in this Paragraph 1.
(e) The Employee shall not be required to mitigate the amount of any
payment or other benefit provided for in Paragraph 1 by seeking other
employment or otherwise, nor (except as specifically provided in
Paragraph 1[a][ii]) shall the amount of any payment or other benefit
provided for in Paragraph 1 be reduced by any compensation earned by
the Employee as the result of employment by another employer after
termination, or otherwise.
2. Definition of Certain Terms.
(a) As used herein, the term "Person" shall mean an individual,
partnership, corporation, estate, trust or other entity.
(b) As used herein, the term "Cause" shall mean, and be limited to (i)
willful and gross neglect of duties by the Employee or (ii) an act or
acts committed by the Employee constituting a felony and substantially
detrimental to the Company's reputation.
(c) As used herein, the term "Salary" shall mean the compensation paid to
the Employee on a periodic basis, including all benefits, bonuses, and
incentive payments. All benefits, bonuses, and incentive payments that
are accrued or paid on an annual basis shall be divided into twelve
equal parts for purposes of determining a calendar month's Salary.
(d) As used herein, the term "Retirement" shall mean termination of
employment in accordance with the Company's retirement policy generally
applicable to its salaried employees.
(e) As used herein, the term "Disability" shall mean the Employee's absence
from his/her duties with the Company on a full time basis for 180
consecutive business days, as a result of the Employee's incapacity due
to physical or mental illness, unless within 30 days after written
notice is given following such absence the Employee shall have returned
to the full time performance of his/her duties.
3. Successors and Assigns.
(a) This Agreement shall be binding upon and inure to the benefit of the
legal representatives, successors, and assigns of the parties hereto;
provided, however, that the Employee shall not have any right to
assign, pledge, or otherwise dispose of or transfer any interest in
this Agreement or any payments hereunder, whether directly or
indirectly or in whole or in part, without the written consent of the
Company or its successor.
(b) The Company will require any successor that purchases a majority of the
voting stock of the Company or all or substantially all of the assets
of the Company, by merger, consolidation or otherwise, by agreement in
form and substance satisfactory to the Employee, to assume expressly
and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession had taken place.
4. Incentive Compensation Plan. In the case of an Event, any unvested
portions of the Executive Incentive Plan will immediately become vested.
5. Stock Options. Any outstanding stock options or awards, including
restricted stock and performance shares, will be immediately vested if any
Event should occur.
6. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Minnesota.
7. Notices. All notices, requests, and demands given to or made pursuant
hereto shall be in writing and be delivered or mailed to any such part at
its address which:
(a) In the case of the Company shall be:
Hickory Tech Corporation
221 East Hickory Street
P.O. Box 3248
Mankato, MN 56002-3248
(b) In the case of the Employee shall be:
Robert D. Alton
228 Mayan Way
Mankato, MN 56001
Either party may, by notice hereunder, designate a changed address. Any
notice, if mailed properly addressed, postage prepaid, registered or
certified mail, shall be deemed dispatched on the registered date or that
stamped on the certified mail receipt, and shall be deemed received within
the second business day thereafter or when it is actually received,
which ever is sooner.
8. Severability. In the event that any portion of this Agreement may be held
to be invalid or unenforceable for any reason, it is hereby agreed that such
invalidity or unenforceability shall not affect the other portions of this
Agreement and that the remaining covenants, terms and conditions or portions
hereof shall remain in full force and effect, and any court of competent
jurisdiction may so modify the objectionable provision as to make it valid,
reasonable, and enforceable.
9. Term. The Agreement will terminate, and the terms of this Agreement shall
end, on the later of (1) the third anniversary of this Agreement or (2) the
third anniversary of any Event occurring under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
HICKORY TECH CORPORATION
EMPLOYEE:
There were Change of Control Agreements executed on February 28, 1996, with six
other officers which are identical to the agreement filed herewith, except for
the monthly Salary multiple and the term of insurance coverage stated in
paragraph 1(a) of the Agreement.
Name Monthly Salary Multiple Term of Insurance Coverage
Jon Anderson 24 2 Years
Thomas Borchert 24 2 Years
David Christensen 24 2 Years
Mary Jacobs 24 2 Years
Bruce Malmgren 24 2 Years
David Rowley 24 2 Years
Exhibit 21
SUBSIDIARIES OF HICKORY TECH CORPORATION
Jurisdiction of
Subsidiaries Incorporation
Mankato Citizens Telephone Company Minnesota
Mid-Communications, Inc. Minnesota
Cable Network, Inc. Minnesota
Amana Colonies Telephone Company Minnesota
Computoservice, Inc. (a) Minnesota
Collins Communications Systems Co. Minnesota
Digital Techniques, Inc. Texas
All such subsidiaries are 100%-owned by Hickory Tech Corporation except Digital
Techniques, Inc. which is 81% owned by the Registrant. The financial statements
of all such subsidiaries are included in the Consolidated Financial Statements
of Hickory Tech Corporation.
(a) Includes a wholly owned subsidiary, National Independent Billing,
Inc., a Minnesota corporation.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Hickory Tech Corporation on Form S-8 of our report dated February 2, 1996,
appearing in this Annual Report on Form 10-K of Hickory Tech Corporation and its
subsidiaries for the year ended December 31, 1995
March 27, 1996
St. Paul, Minnesota
/s/Olsen Thielen & Co., LTD.
OLSEN THIELEN & CO., LTD.