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UNITED STATES

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, 2001

 

Commission File Number:  0-13721

 

HICKORY TECH CORPORATION

 

Minnesota

 

41-1524393

(State or other jurisdiction of incorporation or organization)

 

(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 Value

Preferred Stock Purchase Rights

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  ý   No  o

 

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.  o

 

As of February 28, 2002, the aggregate market value of the common stock held by non-affiliates of the registrant was $215,856,156 based on the last sale price of $16.27 on The Nasdaq National Market.

 

The total number of shares of the registrant’s common stock outstanding as of February 28, 2002: 13,961,327.

 

Documents Incorporated by Reference:  Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 8, 2002 (“Proxy Statement”) are incorporated by reference in Part III of this Form 10-K.

 


 

PART I

Item 1. Business.

 

GENERAL

 

Hickory Tech Corporation (HickoryTech) is a diversified communications company headquartered in Mankato, Minnesota. HickoryTech has over a 100-year history in the local telephone exchange business. From those roots, it has expanded into five business segments and eight operating companies. HickoryTech’s core business is the operation of three incumbent local exchange carriers (ILECs). This business consists of connecting customers to the telephone network, providing switched service and dedicated private lines, connecting customers to long distance service providers and providing many other services commonly associated with ILECs. In addition in 1998, HickoryTech undertook business startup initiatives in long distance, internet access and competitive local exchange carrier (CLEC) businesses. This business takes advantage of HickoryTech’s telecommunications expertise and expands service into areas served by other ILECs. HickoryTech also provides wireless telecommunications services to customers in and in the area surrounding its ILEC service territory in Minnesota and also in an area surrounding Minneapolis/St. Paul. As additional lines of business, HickoryTech provides data processing services to the telecommunications industry and installs and maintains telephone systems.

 

The eight subsidiaries of HickoryTech and the business segments in which they operate are:

 

TELEPHONE SECTOR

     Mankato Citizens Telephone Company (MCTC)

     Mid-Communications, Inc. (Mid-Comm)

     Heartland Telecommunications Company of Iowa (Heartland)

     Cable Network, Inc. (CNI)

 

COMMUNICATIONS SERVICES SECTOR

     Crystal Communications, Inc. (Crystal)

 

WIRELESS SERVICES SECTOR

     Minnesota Southern Wireless Company (MSWC)

 

INFORMATION SOLUTIONS SECTOR

     National Independent Billing, Inc. (NIBI)

 

ENTERPRISE SOLUTIONS SECTOR

     Collins Communications Systems Co. (Collins)

 

HickoryTech and its subsidiaries are engaged in businesses that provide services to their customers for a fee. These services are repetitive and recurring, and, as a result, backlog orders and seasonality are not significant factors. Working capital requirements primarily involve the funding of the construction and maintenance of telephone landline and wireless fixed assets, the payroll costs of highly skilled labor and the inventory to service its telephone equipment customers.

 

The materials and supplies which are necessary for the operation of the businesses of HickoryTech and its subsidiaries are available from a variety of sources, and no future supply problems are anticipated. All of HickoryTech’s ILEC and CLEC central office switches and wireless switches, as well as a majority of HickoryTech’s equipment sold in its Enterprise Solutions Sector, are the Nortel brand. Nortel is a leading supplier of communications equipment, and HickoryTech’s dependence on this brand is not viewed as a significant risk.

 

As of December 31, 2001, HickoryTech had 502 full-time equivalent employees.

 

2



ACQUISITIONS

 

On June 26, 2001, HickoryTech acquired two digital personal communications services (PCS) licenses from McLeodUSA Incorporated for $11,100,000 in cash.  The PCS licenses acquired by HickoryTech include the Minnesota Basic Trading Areas (BTAs) of Mankato-Fairmont and Rochester-Austin-Albert Lea, an area covering a population of approximately 493,000 people.  The acquisition was a purchase of the licenses only.  There were no customers, existing revenue stream or physical property and equipment included with this acquisition as the BTAs were undeveloped.  The operations of these PCS licenses are included in the Wireless Services Sector. FCC PCS licenses are forfeitable if minimum service coverage requirements are not met. The Mankato-Fairmont BTA license minimum buildout requirement was met in 2001. The Rochester-Austin-Albert Lea BTA license minimum buildout requirement deadline is June 27, 2002. Management anticipates completing the minimum buildout before the deadline.

 

On October 9, 2000, HickoryTech acquired the dial-up internet customer accounts of Internet Connections, a Mankato-based internet service provider. Internet Connections had approximately 5,000 internet customers in southern Minnesota. The operations of this internet services business are integrated with HickoryTech’s existing dial-up internet business in its Communications Services Sector.

 

DISPOSITIONS

 

On August 6, 2001, HickoryTech closed on the previously announced agreement to sell its local telephone exchange in Amana, Iowa to South Slope Cooperative Telephone Company, Inc. for $6,500,000 in cash. The Amana operation, known as Amana Colonies Telephone Company (ACTC), served approximately 1,500 access lines in the seven communities of the Amana Colonies in east central Iowa.  HickoryTech recorded a pre-tax gain on the sale of $1,015,000 ($566,000 net of tax).  HickoryTech used the proceeds from the sale to repay a portion of its outstanding debt. The operations of ACTC were included in the Telephone Sector.  For the years ended December 31, 2001, 2000 and 1999, ACTC generated revenues of $832,000, $1,467,000 and $1,461,000 and generated an operating income (loss) of ($13,000), $70,000 and $356,000, respectively.

 

INDUSTRY SEGMENTS FINANCIAL DATA

 

Financial information about HickoryTech’s industry segments is included on pages 12 to 16 and 32 of this Form 10-K.

 

INDUSTRY SEGMENTS

 

HickoryTech’s operations are conducted in the following five segments:

 

TELEPHONE SECTOR

 

MCTC, Mid-Comm and Heartland are ILECs and CNI is a fiber optic network company. Together they provide telephone-related services and collectively form HickoryTech’s Telephone Sector. The Telephone Sector also included the operations of ACTC, which was sold on August 6, 2001. None of the remaining companies in the Telephone Sector experienced major changes in scope or direction of their operations during the past year. 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 eleven rural communities adjacent to Mankato in south central Minnesota. Heartland provides service to eleven rural communities in northwest Iowa. CNI owns and operates fiber optic cable facilities in southern and central Minnesota, which are used to transport interexchange communications as a service to telephone exchange companies, primarily to MCTC and Mid-Comm.

 

3



MCTC derives its principal revenues and income from local services charged to subscribers in its service area, from access services charged to interexchange carriers 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 access to long distance services for its subscribers through the toll center in Mankato. Local and interexchange telephone access for the two companies are provided on an integrated basis. The local and interexchange telephone access for both telephone companies utilize the same facilities and equipment and are managed and maintained by a common work force. Heartland derives its principal revenues and income from local services charged to subscribers in its service area in Iowa and from providing interexchange access for its subscribers. Interexchange telephone access is provided by all three of HickoryTech’s telephone subsidiaries 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.

 

MCTC and Mid-Comm are Minnesota public utilities operating pursuant to indeterminate permits issued by the Minnesota Public Utilities Commission. Heartland is also a public utility, which operates pursuant to a certificate of public convenience and necessity issued by the Iowa Utilities Board. These state agencies regulate the services provided by MCTC, Mid-Comm and Heartland. None of CNI’s operations are subject to regulation by any state regulatory authority. Due to the size of MCTC, Mid-Comm and Heartland, neither the Minnesota Public Utilities Commission nor the Iowa Utilities Board regulates the rate of return or profits of each telephone company’s operations. Instead, the Minnesota Public Utilities Commission regulates the prices and services levels provided by MCTC and Mid-Comm because each company’s operations fall below the 50,000 access line minimum level for rate regulation in the state of Minnesota. In the state of Iowa, Heartland’s operations fall below the 15,000 access line minimum level for rate regulation by the Iowa Utilities Board. MCTC, Mid-Comm and Heartland are each required to file local service rates as tariffs with the applicable state public utilities commission. MCTC’s and Mid-Comm’s local service rates are below those of most Minnesota ILECs, which relieves these companies of substantial regulatory oversight. Regardless of whether a particular rate is subject to regulatory review, the ability of HickoryTech and its subsidiaries to change rates will be determined by various factors, including economic and competitive circumstances. Due to the rural nature of HickoryTech’s service territory and the relatively small size of HickoryTech’s service territory in each state, management does not expect individual state or federal regulation to materially impact HickoryTech’s operations in the near future.

 

As local exchange telephone companies, MCTC, Mid-Comm and Heartland provide end office switching and ancillary services to long distance interexchange carriers. These relationships allow HickoryTech’s telephone subscribers to place long distance telephone calls. By paying access charges on the long distance calls of all of the individual customers who use their service, the long distance interexchange carriers are significant customers of HickoryTech, but individually none of them represent more than ten percent of HickoryTech’s consolidated revenues.

 

Alternatives to HickoryTech service include customers leasing private line switched voice and data services in or adjacent to the territories served by HickoryTech, which permits the bypassing 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 HickoryTech’s long-term ability to provide local exchange service at economical rates.

 

In order to meet this competition, HickoryTech 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 the latest release of digital switching technology on all of HickoryTech’s switches, installation of over 500 miles of fiber optic cable and installation of SS7 (an out-of-band system) for all of its access lines. HickoryTech has also protected its interexchange network with fiber-ring (redundant route designs which allow traffic to re-route if trouble appears in the line), which allows HickoryTech to provide a very reliable level of service to its customers. The utility of the local network is also enhanced by the ability to offer high speed internet (digital subscriber line, or DSL) in over 70% of all HickoryTech territories, and over 95% of its largest exchange, Mankato.

 

4



Competition in HickoryTech’s ILEC service area has developed in one of Heartland’s exchanges. In the city of Hawarden, Iowa, the municipal city government overbuilt the city’s telephone service infrastructure and is providing an alternative to HickoryTech’s telephone service. The Hawarden CLEC has acquired approximately 1,000 access lines or approximately 59% of that city’s business from HickoryTech. The impact of this competition is reflected in HickoryTech’s 2001, 2000 and 1999 financial results and HickoryTech management does not believe there will be significant further impact from competition in Hawarden. HickoryTech constantly responds to competitive changes with active programs to market products and to engineer its infrastructure for higher customer satisfaction.

 

Competition also exists for some of the services provided to interexchange carriers, such as customer billing services, dedicated private lines, and network switching. This competition comes primarily 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, operator services and cellular communications, are open to competition. Competition is based primarily on service and experience.

 

COMMUNICATIONS SERVICES SECTOR

 

The passage of the Telecommunications Act created the opportunity for HickoryTech to offer communications service in territories served by other telephone companies, and Crystal began operations in January 1998 as a new start-up business. Crystal offers local service, long distance and dial-up internet access services on a competitive basis to customers in towns in southern Minnesota and Iowa not in HickoryTech’s Telephone Sector’s service area. This service offers alternatives to the incumbent telephone carrier in various communities and is offered under the trade name HickoryTech wireline service. These services are currently being offered to customers in eight rural communities in Minnesota, as well as six rural communities in Iowa. Crystal’s primary strategy is to provide service by overbuilding the ILEC with new telecommunications switching networks and telephone lines. The Communications Services Sector also provides the long distance service and dial-up internet access services to HickoryTech’s Telephone Sector’s subscribers.

 

Crystal is not subject to regulation by the public utilities commissions in the states it serves regarding rates and services. The CLEC activities of Crystal do require it to file for authority to operate with the appropriate public utilities commission in each state it enters. Crystal competes directly against existing ILECs in the areas in which Crystal operates. Crystal will continue to offer services to other markets and will require additional investment of assets to be competitive in those markets.

 

Crystal is not dependent upon any single customer or small group of customers. No one customer accounts for ten percent or more of HickoryTech’s consolidated revenues in the Communications Services Sector.

 

WIRELESS SERVICES SECTOR

 

HickoryTech, through its subsidiary MSWC, owns and operates cellular telephone businesses in south central Minnesota and in the Minneapolis/St. Paul area. In south central Minnesota, MSWC provides cellular service for Minnesota’s Rural Service Area (RSA) 10, under the trade name of HickoryTech Wireless. This business owns 100% of the  “A-side” FCC cellular license to operate in seven counties in south central Minnesota. The area overlaps and is larger than the telephone line service area of HickoryTech’s Minnesota ILEC and CLEC service areas and serves a population of approximately 230,000. This sector also owns the Minneapolis/St. Paul Metro A-2 (Metro A-2) cellular license, which was acquired on June 1, 1999. The Metro A-2 property surrounds the metropolitan Minneapolis/St. Paul area and is located in five Minnesota counties and in one Wisconsin county. Metro A-2 provides service to an area with a population of approximately 170,000. In addition, this sector also owns the newly acquired PCS licenses for the Minnesota BTAs of Mankato-Fairmont and Rochester-Austin-Albert Lea. The two BTAs are located in 16 Minnesota counties and one Iowa county and provide service to an area with a population of approximately 493,000, some of which coincide with the previously mentioned cellular RSA 10 population of 230,000.

 

5



MSWC derives its principal revenues and income from providing cellular telephone service to the retail customers in seven counties in south central Minnesota and roaming traffic. MSWC also derives roaming revenue from the six counties surrounding the metropolitan Minneapolis/St. Paul Metro A-2 area and roaming revenues from the 17 counties which comprise the PCS service territory.

 

MSWC directly competes against local cellular and PCS companies in southern Minnesota and in the Minneapolis/St. Paul area. MSWC shares the market with other wireless providers and will require additional investment of assets to build the infrastructure to provide high quality service to this service area and to meet FCC mandates.

 

INFORMATION SOLUTIONS SECTOR

 

Through NIBI, HickoryTech’s Information Solutions Sector provides data processing and related services, principally for HickoryTech, other local exchange telephone companies, CLECs, interexchange network carriers, wireless companies, municipalities and utilities. The Information Solutions Sector’s principal activity is the provision of monthly batch processing of computerized data for HickoryTech as well as non-affiliated companies. 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, customer record keeping, carrier access bills and general accounting and payroll services. NIBI, under the trade name HickoryTech Information Solutions, also provides certain billing clearinghouse functions for interexchange carriers.

 

There are a number of companies engaged in supplying data processing services comparable to those furnished by NIBI. Competition is based primarily on price and service. There are some companies of much larger size that dominate certain aspects of the billing and data services business. There are many new market niches for telecommunications billing and data services, including ILECs, CLECs and wireless carriers. HickoryTech believes that NIBI is in a position to provide data processing services for these companies.

 

HickoryTech’s Information Solutions Sector has developed a new integrated billing and management system called SuiteSolution. For internal use, SuiteSolution enables HickoryTech to become a full-service billing provider for all aspects of the telecommunications industry on a fully integrated basis. For external use, SuiteSolution can provide wireline or wireless carriers the individual benefits of a billing platform, or to integrated service providers, such as HickoryTech, a total system.

 

ENTERPRISE SOLUTIONS SECTOR

 

HickoryTech’s Enterprise Solutions’ activities are focused on the sale, installation and service of business telephone systems and data communications equipment to companies based in metropolitan Minneapolis/St. Paul, Minnesota. This sector also supports the business telephone system service for HickoryTech ILEC and CLEC operations in southern Minnesota and in Iowa. The customers in the Enterprise Solutions Sector’s market are the individual business end users of telecommunications service with ongoing service needs. Products consist of telecommunication platforms such as Nortel and Octel on the voice side of the Enterprise Solutions’ business, and Cisco and Bay Networks (Nortel) equipment on the data side of its business. Enterprise Solutions specializes in the quality custom installation and maintenance of wide area networking, local networking and transport solutions in telecommunications for end user customers.

 

Revenues are primarily earned by the sales, installation and service of business telephone systems. Enterprise Solutions continues its commitment to service and support of its core product, Nortel, while identifying new opportunities such as call centers, computer telephone integration voice mail and interactive voice response systems.

 

HickoryTech’s Enterprise Solutions Sector is not dependent upon any single customer or small group of customers. No one customer accounts for ten percent or more of HickoryTech’s consolidated revenues in the Enterprise Solutions Sector.

 

6



There are several companies competing in the communications products market in which Enterprise Solutions operates. Competition is based primarily on price and service. No one company is dominant in this field. Enterprise Solutions offers customer premises telephone equipment through well-trained and experienced market representatives with long-term customer relationships. HickoryTech believes that its Enterprise Solutions Sector enjoys a very strong reputation for quality service. Enterprise Solutions has built a strong base of customers with recurring telecommunications needs and it is Enterprise Solutions’ goal to derive 60-70% of its revenue from sales to its base.

 

OTHER REGULATION

 

HickoryTech does not anticipate any material effects on their earnings, capital expenditures or competitive position because of laws pertaining to the protection of the environment.

 

OTHER COMPETITION

 

Since the mid-1980’s, HickoryTech’s business strategy has been to position itself as a “one-stop” telecommunications services provider. Long-term business relationships with its customers have strengthened HickoryTech’s business position. HickoryTech believes that its customers value the fact that it is the “local company” whose goal is to meet the customers’ total communications needs. HickoryTech has several competitive advantages: its prices and costs are low; its service reputation is high; its investment in technology is strong and it has a direct billing relationship with almost all 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 additional future state and federal legislation. The trend resulting from past legislation has been to expand competition in the telecommunications industry. It is imperative to HickoryTech that competition in this industry remain open on an equal basis to all providers. HickoryTech has chosen to participate in the competitive trend and enhance its growth by establishing its Communications Services Sector.

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-K Annual Report, Management’s Discussion and Analysis and other sections of this Annual Report contain forward-looking statements that are based on current expectations, estimates and projections about the industry in which HickoryTech operates and management’s beliefs and assumptions. HickoryTech is developing several internal growth businesses, including its Communications Services Sector, its Wireless Services Sector and its SuiteSolution product in the Information Solutions Sector, and in this Form 10-K is making certain forward-looking statements about these growth businesses. Such forward-looking statements are subject to uncertainties that could cause HickoryTech’s future actual results to differ materially from such statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and probabilities, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements, whether as a result of new information, future events or otherwise.  Factors that might cause such a difference include, but are not limited to, those contained in this Item 1, “Management’s Discussion and Analysis” in Item 7 and Exhibit 99, which is incorporated herein by reference.  You are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date on which they were made. Except as otherwise required by law, HickoryTech undertakes no obligation to update any of its forward-looking statements for any reason.

 

7



Item 2.       Properties.

 

HickoryTech’s business is primarily focused on the provision of services and its properties are used for administrative support and to store and safeguard equipment.  At December 31, 2001, HickoryTech’s gross property, plant and equipment of $231,675,000 consisted primarily of telephone switches, cable and network equipment. HickoryTech owns or leases the telephone property, plant and equipment which it utilizes to operate its telephone systems. The three telephone subsidiaries of HickoryTech in Minnesota and Iowa own central telephone offices with related real estate in all of the communities they serve. HickoryTech’s Telephone and Communications Services Sectors own the telephone network, including telephone outside plant, fiber-optic cable and central office equipment, over which they provide services to their customers. HickoryTech’s Wireless Services Sector owns the switches and cellular/PCS radio equipment which provides its unique wireless network. It is the opinion of HickoryTech’s management that the properties of HickoryTech are suitable and adequate to provide modern and effective telecommunications services within its service areas, including both local and long distance service. The capacity for furnishing these services both currently and in the future are under ongoing review by HickoryTech’s engineering staff. Facilities are placed in full use after installation and appropriate testing under the guidance associated with multi-year capital expenditure plans.

 

HickoryTech’s principal properties are the following:

 

(1)               MCTC’s general offices and principal central office exchange building are located in downtown Mankato, Minnesota.  This facility is owned by MCTC and is a three-level brick and stone building containing approximately 60,000 square feet of floor space.  Portions of this building are leased to HickoryTech for its general offices and to NIBI for its data processing equipment.

 

(2)               MCTC’s main warehouse is located in Mankato, Minnesota.  The warehouse, built in 1996, is owned by MCTC and is a two-story concrete building containing approximately 48,000 square feet.  The warehouse is used to store vehicles and supplies and is also used as office space for engineering and outside telephone personnel.

 

(3)               Heartland’s main central office equipment is located in a one-story brick structure owned by Heartland in Rock Rapids, Iowa containing approximately 1,500 square feet. Heartland also leases general office space in Rock Valley, Iowa.

 

(4)               Crystal leases office space in Mankato, Minnesota and West Des Moines, Iowa.

 

(5)               MSWC leases office space in Mankato, Minnesota for cellular switch equipment and administration. MSWC also leases and owns various cellular and PCS tower sites through southern Minnesota and the Minneapolis/St. Paul metropolitan area.

 

(6)               NIBI owns a three-story building in Mankato, Minnesota containing approximately 17,000 square feet.

 

(7)               Collins leases building and warehouse space in Roseville, Minnesota.

 

Item 3.       Legal Proceedings.

 

There is no material pending legal or governmental proceedings directly involving HickoryTech or its subsidiaries, other than ordinary routine litigation or ordinary routine utility matters, incidental to the business of HickoryTech and its subsidiaries.

 

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 2001 Annual Report on Form 10-K.

 

8



PART II

 

Item 5.       Market for Registrant’s Common Equity and Related Stockholder Matters.

 

The common stock of HickoryTech is traded on The Nasdaq National Market under the symbol “HTCO”.

 

The following table sets forth for the period indicated, the high and low closing sales price of the common stock.

 

 

 

 

 

High

 

Low

 

End of Qtr.

 

 

2001

 

4th Quarter

 

$

19.0000

 

$

14.8000

 

$

16.9500

 

 

 

 

3rd Quarter

 

$

18.4000

 

$

14.5100

 

$

16.3000

 

 

 

 

2nd Quarter

 

$

16.0000

 

$

13.5000

 

$

16.0000

 

 

 

 

1st Quarter

 

$

20.8125

 

$

12.1875

 

$

14.8750

 

 

 

 

 

 

 

 

 

 

 

 

 

2000

 

4th Quarter

 

$

23.0000

 

$

18.3750

 

$

20.5000

 

 

 

 

3rd Quarter

 

$

22.2500

 

$

13.7500

 

$

22.2500

 

 

 

 

2nd Quarter

 

$

15.5000

 

$

11.9375

 

$

12.1875

 

 

 

 

1st Quarter

 

$

15.0000

 

$

12.9375

 

$

14.0000

 

 

As of February 28, 2002, there were approximately 3,339 holders of record of common stock, registered and in street name accounts.

 

HickoryTech has declared quarterly dividends on its common stock of $0.11 per share during the two years ended December 31, 2001. A quarterly cash dividend of $0.11 per share will be paid on March 5, 2002 to stockholders of record at the close of business on February 15, 2002.

 

9



Item 6.       Selected Financial Data.

 

 

 

 

 

 

 

 

2001

 

2000

 

1999

 

1998

 

1997

 

 

 

(Dollars in Thousands, Except Per Share Amounts)

 

FOR THE YEAR:

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues (A)

 

 

 

 

 

 

 

 

 

 

 

Telephone

 

$

55,167

 

$

52,662

 

$

49,178

 

$

47,934

 

$

42,982

 

Communications Services

 

11,197

 

7,944

 

4,170

 

2,094

 

 

Wireless Services

 

17,655

 

18,899

 

16,897

 

7,993

 

 

Information Solutions

 

4,085

 

4,287

 

4,368

 

7,962

 

9,474

 

Enterprise Solutions

 

20,374

 

18,511

 

22,576

 

28,721

 

24,153

 

Total Operating Revenues

 

$

108,478

 

$

102,303

 

$

97,189

 

$

94,704

 

$

76,609

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

8,738

 

$

7,705

 

$

14,666

 

$

13,526

 

$

15,479

 

Net Income Before Gains/Losses (B)

 

$

8,119

 

$

7,797

 

$

9,453

 

$

12,715

 

$

11,774

 

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

Fully Diluted Earnings Per Share

 

$

0.62

 

$

0.55

 

$

1.06

 

$

0.99

 

$

1.12

 

Fully Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

Before Gains/Losses (B) (C)

 

$

0.58

 

$

0.56

 

$

0.68

 

$

0.93

 

$

0.85

 

Dividends Per Share (C)

 

$

0.44

 

$

0.44

 

$

0.44

 

$

0.44

 

$

0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

AT YEAR END:

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

283,292

 

$

255,487

 

$

214,804

 

$

161,429

 

$

112,384

 

Shareholders’ Equity

 

$

80,765

 

$

77,357

 

$

74,476

 

$

63,629

 

$

55,562

 

Total Debt, Long-Term and Current

 

$

170,901

 

$

148,650

 

$

111,361

 

$

76,042

 

$

41,964

 

Debt Ratio  (D)

 

67.9

%

65.8

%

59.9

%

54.4

%

43.0

%

 

 

 

 

 

 

 

 

 

 

 

 

CUSTOMER DATA (year end):

 

 

 

 

 

 

 

 

 

 

 

ILEC Access Lines (E)

 

66,393

 

67,120

 

64,969

 

61,346

 

59,223

 

CLEC Access Lines (F)

 

11,573

 

8,283

 

3,704

 

344

 

 

Wireless Customers (G)

 

26,230

 

25,698

 

20,309

 

15,955

 

 

Internet Customers (H)

 

12,816

 

12,129

 

5,835

 

3,195

 

 

Long Distance Subscribers (I)

 

24,241

 

18,366

 

12,146

 

6,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER DATA:

 

 

 

 

 

 

 

 

 

 

 

Employees (year end)

 

502

 

552

 

502

 

479

 

452

 

Capital Expenditures

 

$

32,868

 

$

39,662

 

$

28,531

 

$

12,190

 

$

12,135

 

Shares Outstanding (C) (year end)

 

13,935,308

 

13,878,568

 

13,787,416

 

13,662,216

 

13,602,357

 

Share Price (J) (year end)

 

$

16.9500

 

$

20.5000

 

$

15.0000

 

$

12.6250

 

$

11.6875

 

Shareholders (K)

 

3,339

 

3,300

 

N/A

 

N/A

 

N/A

 

 


(A)                                        Acquisitions of Heartland Telecommunications Company of Iowa and Datacomm Products in 1997, Minnesota Southern Wireless Company in 1998 and Metro A-2 (Minneapolis/St. Paul area) cellular telephone business in 1999 and dispositions of HickoryTech’s subsidiaries, Digital Techniques, Inc. (DTI) in 1998 and Amana Colonies Telephone Company (ACTC) in 2001, have affected HickoryTech’s revenue trends.

 

(B)                                          Excludes one-time after-tax gains in 2001 of $619,000 or $0.04 per share from sale of ACTC and unrelated assets and investments; in 2000 of $161,000 or $0.01 per share adjustment to the 1998 sale of DTI; in 1999 of $5.2 million or $0.38 per share from the sale of a cellular partnership interest; in 1998 of $811,000 or $0.06 per share from the sale of DTI and unrelated securities; in 1997 of $3.7 million or $0.27 per share from the sale of DirecTV assets. 2000 also excludes $253,000 or $0.02 per share from the extraordinary loss and cumulative effect charge.

 

(C)              All per share calculations and shares outstanding have been restated for the 1998 3-for-1 stock split.

 

(D)              Debt Ratio = Total Debt /  (Total Debt + Ending Shareholders’ Equity).

 

(E)                                           ILEC Lines refer to the local exchange telephone access lines in the Telephone Sector. ILEC Lines include ISDN (High Speed Data) lines of 2,196 in 2001, 2,198 in 2000 and 1,683 in 1999.

 

(F)              CLEC Lines refer to the competitive local exchange telephone access lines in the Communications Services Sector.

 

(G)              Wireless Customers refer to the cellular service subscribers in the Wireless Services Sector.

 

(H)                                         Internet Customers are dial-up internet accounts within the Communications Services Sector, serving ILEC, CLEC or stand alone dial-up accounts anywhere HickoryTech serves. 2000 includes 4,834 customers acquired from Internet Connections. This does not include DSL customers.

 

(I)               Long Distance service accounts are provided in the Communications Services Sector to ILEC and CLEC customers.

 

(J)                                             Price is the last day closing price for 2001 through 1999 and the last five-day closing price average for the years 1998 and 1997.

 

(K)                                         Number of Shareholders is approximate total of Company registrations and street name accounts. Data prior to 2000 is not available.

 

10


Item 7.       Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

BUSINESSES

HickoryTech operates in five business sectors. Its largest and oldest business (since 1898) has been the operation of incumbent local exchange carriers (ILECs) or traditional wired telephone service. This business is HickoryTech’s Telephone Sector. In 1998, HickoryTech began its Communications Services Sector, which is a competitive local exchange carrier (CLEC), competing for the telephone dial tone, data and long distance calling business in other ILECs’ territories. Also in 1998, HickoryTech began its Wireless Services Sector by acquiring its first wholly-owned cellular service license, added to that sector in 1999 with the acquisition of an additional cellular service license and again in 2001 with the acquisition of two PCS licenses. Since 1964, HickoryTech’s Information Solutions Sector has provided computer data processing and software, predominantly to other telecommunications companies and for its own operations. HickoryTech acquired its Enterprise Solutions Sector in 1990. Since then, HickoryTech has operated as a leading telecommunications and data equipment distributor from a base in Minneapolis/St. Paul, Minnesota.

 

THE COMPANY

The eight subsidiaries of HickoryTech, all of which publicly operate and conduct business as HickoryTech, and the business sectors in which they operate are:

 

TELEPHONE

Mankato Citizens Telephone Company

Mid-Communications, Inc.

Heartland Telecommunications Company of Iowa, Inc.

Cable Network, Inc.

COMMUNICATIONS SERVICES

Crystal Communications, Inc.

WIRELESS SERVICES

Minnesota Southern Wireless Company

INFORMATION SOLUTIONS

National Independent Billing, Inc.

ENTERPRISE SOLUTIONS

Collins Communications Systems Co.

 

CORPORATE DEVELOPMENTS

2001                              In June, HickoryTech acquired two PCS licenses in southern Minnesota covering an area with a population of approximately 493,000.

 

In August, HickoryTech sold Amana Colonies Telephone Company (ACTC), a local telephone exchange serving approximately 1,500 access lines in east central Iowa.

 

During 2001, HickoryTech grew internally by 800 ILEC access lines (prior to sale of ACTC), 3,300 CLEC access lines, 500 wireless customers, 700 internet customers and 5,900 long distance customers, a total of 8.6% growth internally in customer counts.

 

2000                              In October, HickoryTech acquired approximately 5,000 dial-up internet customer accounts in southern Minnesota from Internet Connections.

 

During 2000, HickoryTech grew internally by 2,200 ILEC access lines, 4,500 CLEC access lines, 5,400 wireless customers, 1,300 internet customers and 6,200 long distance customers, a total of 18.5% growth internally in customer counts.

 

1999                              In May, HickoryTech sold its 6.4% equity interest in Midwest Wireless Communications, LLC, a rural cellular provider in southern Minnesota.

 

In June, HickoryTech acquired 170,000 population equivalents (pops) cellular license surrounding metropolitan Minneapolis/St. Paul.

 

11



CONSOLIDATED RESULTS OF OPERATIONS

 

2001 Compared to 2000

                       2001 consolidated operating revenues were $108.5 million, a $6.2 million or 6.0% increase over 2000. Excluding revenues of $832,000 in 2001 and $1,467,000 in 2000 related to ACTC, which was sold in 2001, consolidated operating revenues in 2001 increased 6.7% over 2000.

 

                       2001 consolidated net income of $8.7 million represents a $1.0 million or 13.4% increase from 2000. The 2001 net income includes a $566,000 after-tax gain from the sale of ACTC. The 2001 net income also includes a $53,000 after-tax gain from the sale of various property and investments. The 2000 net income includes a $161,000 after-tax gain related to final payment received from the 1998 sale of Digital Techniques, Inc. The 2000 net income also includes a $233,000 after-tax extraordinary loss related to the early extinguishment of debt and a $20,000 after-tax loss from the cumulative effect of a change in accounting principle. Without the effect of these gains and other one-time items in either year, consolidated net income would have increased 4.1% from 2000.

 

2000 Compared to 1999

                       2000 consolidated operating revenues were $102.3 million, a $5.1 million or 5.2% increase over 1999. HickoryTech’s acquisition of Metro A-2 contributed $3,569,000 to consolidated operating revenues for the full year 2000 and $2,730,000 for the partial year 1999. Without the effect of the acquisition of Metro A-2, consolidated operating revenues in 2000 would have increased 4.5% over 1999.

 

                       2000 consolidated net income of $7.7 million represents a $7.0 million or 47.5% decrease from 1999. The 2000 net income includes a $161,000 after-tax gain related to final payment received from the 1998 sale of Digital Techniques, Inc. The 2000 net income also includes a $233,000 after-tax extraordinary loss related to the early extinguishment of debt and a $20,000 after-tax loss from the cumulative effect of a change in accounting principle. The 1999 net income includes a $5.2 million after-tax gain from the sale of HickoryTech’s equity interest in Midwest Wireless Communications. Without the effect of these gains and other one-time items in either year, consolidated net income would have decreased 17.5% from 1999.

 

OVERALL SUMMARY OF OPERATIONS

 

Year Ended December 31,

 

2001

 

2000

 

1999

 

 

 

(Dollars in thousands)

 

Operating Income/(Loss)

 

 

 

 

 

 

 

Telephone

 

$

27,277

 

$

25,896

 

$

23,871

 

Communications Services

 

(5,754

)

(5,219

)

(4,153

)

Wireless Services

 

1,303

 

2,226

 

3,347

 

Information Solutions

 

408

 

706

 

(486

)

Enterprise Solutions

 

1,340

 

(308

)

1,137

 

Corporate

 

(701

)

(958

)

(2,097

)

 

 

23,873

 

22,343

 

21,619

 

Other Income

 

408

 

434

 

953

 

Gain on Sale of Assets

 

1,115

 

271

 

9,207

 

Interest Expense

 

(10,687

)

(9,803

)

(6,513

)

Income Taxes

 

(5,971

)

(5,287

)

(10,600

)

Extraordinary Item and Cumulative Effect

 

 

(253

)

 

Net Income

 

$

8,738

 

$

7,705

 

$

14,666

 

Net Income Before Gains/Losses *

 

$

8,119

 

$

7,797

 

$

9,453

 

 


* Excludes net of tax gains from sale of assets of  $619,000 in 2001, $161,000 in 2000 and $5,213,000 in 1999, and after-tax extraordinary loss of $233,000 and after-tax cumulative loss on accounting change of $20,000 in 2000.

 

12



TELEPHONE

Telephone Sector revenues represented 51% of 2001 consolidated operating revenues after intersegment eliminations. They were earned primarily by providing customers access to the Telephone Sector’s 66,393 ILEC access line local network and by providing interexchange access for long-distance network carriers. The Telephone Sector also earns revenue through use of its fiber optic transport network, network tandem switching and directory advertising. Total Telephone Sector revenues after intersegment eliminations have grown 9.9% compounded annually over a five-year period from 1996 to 2001. Without the acquisition of Heartland in 1997 and excluding the revenues from ACTC, which was sold in 2001, the five-year compound annual growth rate would have been 6.3%.

 

TELEPHONE

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands)

 

Revenues Before Eliminations

 

 

 

 

 

 

 

Local Service

 

$

14,433

 

$

13,091

 

$

12,260

 

Network Access

 

33,162

 

32,765

 

29,760

 

Intersegment

 

4,114

 

3,151

 

3,936

 

Other

 

7,572

 

6,806

 

7,158

 

 

 

59,281

 

55,813

 

53,114

 

Cash Operating Expenses

 

23,238

 

21,816

 

21,724

 

Non-Cash Operating Expenses

 

8,766

 

8,101

 

7,519

 

 

 

32,004

 

29,917

 

29,243

 

Operating Income

 

$

27,277

 

$

25,896

 

$

23,871

 

Net Income

 

$

15,893

 

$

15,190

 

$

14,433

 

Earnings Before Interest,

 

 

 

 

 

 

 

Taxes, Depreciation and Amortization (EBITDA)(1)

 

$

36,043

 

$

33,997

 

$

31,389

 

Capital Expenditures

 

$

8,812

 

$

15,028

 

$

12,710

 

 


(1) - - EBITDA represents operating income plus depreciation and amortization expense. EBITDA, which is not a measure of financial performance or liquidity under generally accepted accounting principles, is provided because such information is used by certain investors when analyzing the financial position and performance of HickoryTech. Because of the variety of methods used by companies and analysts to calculate EBITDA, and the fact that EBITDA calculations may not accurately measure a company’s ability to meet debt service requirements, caution should be used in relying on any EBITDA presentation. HickoryTech sees value in disclosing its calculation of EBITDA for the financial community and in displaying the change in EBITDA. HickoryTech believes an increasing EBITDA depicts increased ability to attract financing and increased valuation of HickoryTech’s business.

 

From the table above, Telephone revenues before eliminations increased 6.2% in 2001 and 5.1% in 2000. Local service rates were increased in Heartland in May 2001 and in MCTC and Mid-Comm in December 2001 and February 2000, which contributed $128,000 and $744,000 to Telephone revenues in 2001 and 2000, respectively.  Without the local service rate increases and excluding the revenues of ACTC, Telephone revenues before eliminations would have increased 7.3% in 2001 and 3.7% in 2000.

 

Local service revenue increased in the Telephone Sector by 10.3% for 2001 over 2000 and 6.8% for 2000 over 1999. Without the impact of the local service rate increases and excluding the revenues of ACTC, local service revenue would have increased 9.9% in 2001 and 0.7% in 2000. Increased demand for local private lines and higher penetration of vertical services such as caller identification, call waiting and three-way calling was the primary source of the growth in local service revenue in 2001. Access line growth of 1.2% in 2001 (prior to sale of ACTC) and 3.3% in 2000, along with the local service rate increases, was also a contributor to higher local service revenue.

 

Network access revenue increased 1.2% in 2001 and 10.1% in 2000. Access minutes in 2001 increased 0.6% over 2000 and in 2000 increased by 1.9% over 1999. Excluding the revenues of ACTC, network access revenue would have increased 3.1% in 2001, and access minutes would have increased 2.0% in 2001 over 2000. Access revenues in 2000 were enhanced by high demand for dedicated lines, high speed circuits and other non-usage based network connections. In 2001, the negative effects of network access pricing, a common industry trend, began to erode the increases in network access revenue from the volume of switched minutes of use.

 

Intersegment revenues increased 30.6% in 2001 over 2000 and decreased 19.9% in 2000 over 1999. The intersegment revenues are primarily related to engineering assistance provided to construct the CLEC telephone network and the use of the Telephone Sector’s telephone switch by the Communications Services Sector. These revenues are eliminated from operating revenues on the Consolidated Statements of Income.

 

13



Other revenues, which include directory advertising, billing and collections revenue and large system sales, increased 11.3% in 2001 over 2000 and decreased 4.9% in 2000 over 1999. Other revenues increased in 2001 due to higher demand for high speed data circuits and increased large system sales.

 

Cash operating expenses increased 6.5% in 2001 and 0.4% in 2000. The increase in 2001 was caused primarily by higher corporate costs being allocated to the Telephone Sector primarily related to the sale of ACTC, efforts made to address access reform and industry issues. The increases in 2000 were due to normal inflation. The Telephone Sector is striving for cost efficiencies and technological improvement to maintain its operating margins.

 

The Telephone Sector capital expenditures in 2000 and 1999 include $4,036,000 and $5,523,000, respectively, for the building of new fiber optic routes outside of this sector’s service territory. Capital expenditures in 2000 also included $1,513,000 in host switch additions. The remainder of the 2000 and 1999 capital expenditures of $9,479,000 and $7,187,000, respectively, are comparable to those in 2001 and consists primarily of additional service connections and network upgrades.

 

COMMUNICATIONS SERVICES

Communications Services Sector revenues represented approximately 10% of 2001 consolidated operating revenues after eliminations. Revenues are earned primarily by providing competitive local telephone service (CLEC), by providing long distance service and dial-up internet access to both CLEC and ILEC customers.

 

HickoryTech is developing new business with this sector. As a result of this investment, this sector’s local service, long distance and internet activities operated at negative EBITDA of $3,875,000 in 2001, $4,373,000 in 2000 and $3,826,000 in 1999. The sector also invested $19,626,000 in 2001 and $19,197,000 in 2000 in capital expenditures. Access lines served in this sector have grown to 11,573 at the end of 2001 from 3,704 at the end of 1999. Long distance customers served in this sector have grown to 24,241 at the end of 2001 from 12,146 at the end of 1999. Internet customers served in this sector have grown to 12,816 at the end of 2001 from 5,835 at the end of 1999. HickoryTech is primarily a network overbuilder, as opposed to reselling other ILEC services. While the customer acquisition costs may be high for this growth plan, management believes the long-term benefits will be comparable to its Telephone Sector operations because in essence, HickoryTech will be running its ILEC and CLEC businesses in similar manner.

 

COMMUNICATIONS SERVICES

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands)

 

Revenues Before Eliminations

 

 

 

 

 

 

 

Long Distance

 

$

4,538

 

$

4,371

 

$

2,520

 

Local Service

 

2,774

 

1,690

 

712

 

Internet

 

3,066

 

1,958

 

1,098

 

Other

 

1,561

 

885

 

387

 

 

 

11,939

 

8,904

 

4,717

 

Cash Operating Expenses

 

15,814

 

13,277

 

8,543

 

Non-Cash Operating Expenses

 

1,879

 

846

 

327

 

 

 

17,693

 

14,123

 

8,870

 

Operating Loss

 

$

(5,754

)

$

(5,219

)

$

(4,153

)

Net Loss

 

$

(3,492

)

$

(3,131

)

$

(2,525

)

Earnings Before Interest,

 

 

 

 

 

 

 

Taxes, Depreciation and Amortization (EBITDA)(1)

 

$

(3,875

)

$

(4,373

)

$

(3,826

)

Capital Expenditures

 

$

19,626

 

$

19,197

 

$

11,137

 

 


(1) - - EBITDA represents operating income plus depreciation and amortization expense. EBITDA, which is not a measure of financial performance or liquidity under generally accepted accounting principles, is provided because such information is used by certain investors when analyzing the financial position and performance of HickoryTech. Because of the variety of methods used by companies and analysts to calculate EBITDA, and the fact that EBITDA calculations may not accurately measure a company’s ability to meet debt service requirements, caution should be used in relying on any EBITDA presentation. HickoryTech sees value in disclosing its calculation of EBITDA for the financial community and in displaying the change in EBITDA. HickoryTech believes an increasing EBITDA depicts increased ability to attract financing and increased valuation of HickoryTech’s business.

 

14



The significant increases in operating revenues and expenses in 2001 and 2000 were the result of the Communications Services Sector’s growth in CLEC access lines and long distance and internet customers. One industry trend impacting this sector is the decrease in average long distance revenue per customer. This sector experienced a 32.0% increase in its long distance customer base during 2001, with long distance revenues in 2001 increasing 3.8% over 2000. This slower growth in long distance revenues is the result of the decreasing long distance revenue per customer.

 

The Communications Services Sector’s growth  costs include the hiring of staff and marketing expenses prior to revenue streams and paying interconnection fees to incumbent carriers for transferring customers to the CLEC telephone network.

 

WIRELESS SERVICES

Wireless Services Sector revenues represented approximately 16% of 2001 consolidated operating revenues after eliminations. Revenues are earned primarily by providing wireless and prepaid cellular telephone service to subscribers in seven counties in south central Minnesota and by providing roaming service to customers and to other service providers. The Wireless Services Sector was formed after cellular service area license acquisitions in May 1998 and June 1999 and PCS license acquisitions in June 2001. Customers served in this sector have grown from 20,309 at the end of 1999 to 26,230 at the end of 2001.

 

In the three years ended 2001, the Wireless Services Sector invested $11,926,000 in capital expenditures to improve its service area coverage, expand its cellular businesses and build-out its newly acquired PCS license territory. HickoryTech is nearing the end of its cellular capital expenditure plan, and in 2002 will complete its PCS capital expenditure plan.

 

WIRELESS SERVICES

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands)

 

Revenues Before Eliminations

 

 

 

 

 

 

 

Service

 

$

10,531

 

$

8,818

 

$

6,795

 

Home Roaming

 

740

 

586

 

1,272

 

Roaming

 

6,384

 

9,495

 

8,830

 

 

 

17,655

 

18,899

 

16,897

 

Cash Operating Expenses

 

12,098

 

12,396

 

10,346

 

Non-Cash Operating Expenses

 

4,254

 

4,277

 

3,204

 

 

 

16,352

 

16,673

 

13,550

 

Operating Income

 

$

1,303

 

$

2,226

 

$

3,347

 

Net Income

 

$

668

 

$

1,227

 

$

1,931

 

Earnings Before Interest,

 

 

 

 

 

 

 

Taxes, Depreciation and Amortization (EBITDA)(1)

 

$

5,557

 

$

6,503

 

$

6,551

 

Capital Expenditures

 

$

2,694

 

$

4,981

 

$

4,251

 

 


(1) - - EBITDA represents operating income plus depreciation and amortization expense. EBITDA, which is not a measure of financial performance or liquidity under generally accepted accounting principles, is provided because such information is used by certain investors when analyzing the financial position and performance of HickoryTech. Because of the variety of methods used by companies and analysts to calculate EBITDA, and the fact that EBITDA calculations may not accurately measure a company’s ability to meet debt service requirements, caution should be used in relying on any EBITDA presentation. HickoryTech sees value in disclosing its calculation of EBITDA for the financial community and in displaying the change in EBITDA. HickoryTech believes an increasing EBITDA depicts increased ability to attract financing and increased valuation of HickoryTech’s business.

 

From the table above, Wireless revenues decreased 6.6% in 2001 over 2000 and increased 11.8% in 2000 over 1999. The decrease is primarily a result of the decrease in roaming revenue. Service revenue increased by 19.4% for 2001 over 2000 and 29.8% for 2000 over 1999. The increase in service revenue is due primarily to the growth in the customer base served by this sector of 2.1% in 2001 and 26.5% in 2000. The increase in service revenue in 2001 was more than offset by a decrease in roaming revenue of $3,111,000 during 2001. Roaming rates and minutes from other wireless carriers’ customers travelling into HickoryTech’s service territory have continued to erode, particularly due to technological changes among other wireless providers which re-route the roaming minutes from HickoryTech’s wireless service towers to other providers. In addition, other PCS wireless carriers have continued to build-out PCS licenses in RSA10. HickoryTech believes that both of these factors will continue to cause a decline in roaming minutes and related revenues for HickoryTech.

 

15



Cash operating expenses decreased 2.4% in 2001 over 2000 after increasing 19.8% in 2000 over 1999. During 2001, this sector implemented a series of management actions aimed at reducing operating expenses in an attempt to offset a portion of the decline in roaming revenue. These management actions were successful in reducing operating expenses and maintaining margins in 2001. The increase in cash operating expenses in 2000 was due primarily to the increase in customers served.

 

INFORMATION SOLUTIONS

Information Solutions Sector revenues represented approximately 4% of 2001 consolidated operating revenues after eliminations. Revenues are earned by providing information management solutions for HickoryTech subsidiaries, other local telephone companies, long distance resellers, CLECs, wireless companies, municipalities and utilities.

 

The Information Solutions Sector’s principal activity is the provision of monthly batch processing of computerized data. The sector has developed a new integrated billing and management system called SuiteSolution. HickoryTech plans to deploy SuiteSolution in 2002 to all HickoryTech sectors, and to provide external installations through sale or turnkey transactions beginning in 2002.

 

INFORMATION SOLUTIONS

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands)

 

Revenues Before Eliminations

 

 

 

 

 

 

 

Unaffiliated Customers

 

$

4,085

 

$

4,287

 

$

4,368

 

Intersegment

 

5,022

 

4,668

 

3,146

 

 

 

9,107

 

8,955

 

7,514

 

Cash Operating Expenses

 

7,570

 

7,869

 

7,746

 

Non-Cash Operating Expense

 

1,129

 

380

 

254

 

 

 

8,699

 

8,249

 

8,000

 

Operating Income/(Loss)

 

$

408

 

$

706

 

$

(486

)

Net Income/(Loss)

 

$

128

 

$

427

 

$

(221

)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)(1)

 

$

1,537

 

$

1,086

 

$

(232

)

Capital Expenditures

 

$

1,347

 

$

123

 

$

148

 

 


(1) - - EBITDA represents operating income plus depreciation and amortization expense. EBITDA, which is not a measure of financial performance or liquidity under generally accepted accounting principles, is provided because such information is used by certain investors when analyzing the financial position and performance of HickoryTech. Because of the variety of methods used by companies and analysts to calculate EBITDA, and the fact that EBITDA calculations may not accurately measure a company’s ability to meet debt service requirements, caution should be used in relying on any EBITDA presentation. HickoryTech sees value in disclosing its calculation of EBITDA for the financial community and in displaying the change in EBITDA. HickoryTech believes an increasing EBITDA depicts increased ability to attract financing and increased valuation of HickoryTech’s business.

 

From the table above, Information Solutions Sector revenues before eliminations increased 1.7% in 2001 over 2000 and 19.2% in 2000 over 1999. The sector’s focus in 2001, 2000 and 1999 was split between the development and introduction of the new SuiteSolution billing and customer care software package and continued service to the existing customer base. The current customer base revenue primarily is driven by service bureau processing to long distance resellers, CLECs and local telephone companies.

 

Cash operating expenses in the Information Solutions Sector decreased 3.8% in 2001 and increased 1.6% in 2000. The decrease in 2001 was due primarily to management actions aimed at reducing operating expenses. This sector capitalized internal development costs associated with SuiteSolution during 2001, 2000 and 1999. The capitalization of these costs ended during the third quarter 2001 as the development of SuiteSolution had reached the point where the product was available for release to customers. As a result of development costs no longer being capitalized, cash operating expenses for this sector are expected to be higher in future years as development personnel are deployed on other tasks. Non-cash operating expenses for this sector increased in 2001 due to the amortization of SuiteSolution development costs, which began in the third quarter of 2001.

 

16



 

 

 

ENTERPRISE SOLUTIONS

Enterprise Solutions Sector revenues represented approximately 19% of 2001 consolidated operating revenues after eliminations. Revenues are earned primarily by the sale, installation and service of business telephone systems and data communications equipment primarily in metropolitan Minneapolis/St. Paul, Minnesota. Customers in this sector’s market are the individual commercial/business end users of telecommunications service with ongoing service needs. This sector’s products consist of telecommunication platforms such as Nortel and Octel on the voice side of its business, and Cisco and Bay (Nortel) equipment on the data side of its business. HickoryTech believes that this sector’s expertise is the quality installation and maintenance of wide area and local telecommunications networks for end user customers.

 

ENTERPRISE SOLUTIONS

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands)

 

Revenues Before Eliminations

 

 

 

 

 

 

 

Installation

 

$

11,227

 

$

8,688

 

$

12,470

 

Service

 

9,147

 

9,823

 

10,106

 

 

 

20,374

 

18,511

 

22,576

 

Cash Operating Expenses

 

18,675

 

18,482

 

21,120

 

Non-Cash Operating Expenses

 

359

 

337

 

319

 

 

 

19,034

 

18,819

 

21,439

 

Operating Income

 

$

1,340

 

$

(308

)

$

1,137

 

Net Income

 

$

748

 

$

(250

)

$

565

 

Earnings Before Interest,

 

 

 

 

 

 

 

Taxes, Depreciation and Amortization (EBITDA)(1)

 

$

1,699

 

$

29

 

$

1,456

 

Capital Expenditures

 

$

213

 

$

157

 

$

269

 

 


(1) - - EBITDA represents operating income plus depreciation and amortization expense. EBITDA, which is not a measure of financial performance or liquidity under generally accepted accounting principles, is provided because such information is used by certain investors when analyzing the financial position and performance of HickoryTech. Because of the variety of methods used by companies and analysts to calculate EBITDA, and the fact that EBITDA calculations may not accurately measure a company’s ability to meet debt service requirements, caution should be used in relying on any EBITDA presentation. HickoryTech sees value in disclosing its calculation of EBITDA for the financial community and in displaying the change in EBITDA. HickoryTech believes an increasing EBITDA depicts increased ability to attract financing and increased valuation of HickoryTech’s business.

 

From the table above, revenues for 2001 increased 10.1% from 2000 while revenues for 2000 decreased 18.0% from 1999. The Enterprise Solutions Sector experienced lower volumes of business from customers during the second half of 1999 due to concerns regarding Y2K issues.  In 2000, the lower volumes of business continued. Management believes this lower business volume reflected customer delays due to industry-wide concerns regarding technological changes, including the role of switch versus server-based communications, and general economic concerns. During 2001, Enterprise Solutions gained several large customer sales and, in spite of a difficult economy, experienced consistently high new installation activity.

 

Cash operating expenses increased 1.0% in 2001 over 2000 and decreased 12.5% in 2000 over 1999. Cash operating expenses in 2001 were held to consistent levels as those experienced in 2000 despite a 10.1% increase in operating revenues. This was the result of management actions aimed at controlling operating expenses and improving profitability. The decrease in cash operating expenses experienced in 2000 was less than the 18.0% decrease in operating revenues as certain fixed costs could not be eliminated.

 

TOTAL COSTS AND EXPENSES

Total consolidated costs and expenses after eliminations increased 5.8% in 2001 over 2000 and 5.8% in 2000 over 1999. Depreciation and amortization increased $2,526,000 in 2001 over 2000 and $2,421,000 in 2000 over 1999 due primarily to the higher pace of capital investment in the Communications Services Sector, wireless acquisitions in 2001, 1999 and 1998 and the amortization of capitalized SuiteSolution software development costs. Costs and expenses other than depreciation and amortization were $67,811,000 in 2001, compared with $65,692,000 in 2000 and $63,723,000 in 1999. The causes of the net increases are explained in the sector discussions above, although the primary cause of the overall increase was the growth of the Communications Services Sector. The Communications Services Sector’s growth costs include the hiring of staff and marketing expenses prior to revenue streams and paying interconnection fees to incumbent carriers for transferring customers to the CLEC telephone network.

 

17



 

INTEREST EXPENSE

Interest expense increased by $884,000 in 2001 over 2000 and $3,290,000 in 2000 over 1999. The increase in interest expense in 2001 was due to the increase in total debt outstanding from $149 million at December 31, 2000 to $171 million at December 31, 2001, offset by a decrease in the weighted average interest rate from 8.17% in 2000 to 6.66% in 2001. The debt level increased in 2001 to fund internal growth and to fund the PCS acquisition. The increase in interest expense in 2000 was due to the increase in total outstanding debt from $111 million at December 31, 1999 to $149 million at December 31, 2000, and due to an increase in the weighted average interest rate from 6.65% in 1999 to 8.17% in 2000. The debt level increased in 2000 to fund internal growth.

 

GAIN ON SALE OF ASSETS

The 2001 gain on sale of assets includes $1,015,000 from the sale of ACTC and $100,000 from the sale of miscellaneous assets. HickoryTech received proceeds of $6.5 million on the sale of ACTC. The 2000 gain on sale of assets of $271,000 is related to a final contingent payment received from the 1998 sale of DTI. The 1999 gain on sale of assets of $9.2 million is the result of HickoryTech selling its minority interest in Midwest Wireless Communications, LLC. HickoryTech received proceeds of $12.8 million on the transaction.

 

INCOME TAXES

The effective tax rate in 2001 was 40.6%, versus 39.9% in 2000 and 41.9% in 1999. These effective tax rates differ from the U.S. statutory rate primarily due to state income taxes.

 

EXTRAORDINARY LOSS ON DEBT EXTINGUISHMENT

In June 2000, HickoryTech increased its revolving credit facility and used the proceeds to repay $40,000,000 of senior unsecured notes. As a result of the extinguishment of the senior unsecured notes, HickoryTech recorded an extraordinary loss of $233,000, net of income tax benefit of $158,000.  This action was taken to align the capital financing of HickoryTech more suitably with its current business plan.

 

CUMULATIVE EFFECT OF ACCOUNTING CHANGE

In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements,” which provides additional guidance in applying generally accepted accounting principles for revenue recognition. Implementation of SAB No. 101 required HickoryTech to defer revenues resulting from up-front fees and to also defer the associated direct costs. These deferred revenues and costs are now recognized ratably over the customer relationship period. As permitted by SAB No. 101, HickoryTech accounted for the change in accounting policy prospectively as a cumulative effect of accounting change retroactively to January 1, 2000. The cumulative effect of accounting change in 2000 was a loss of $20,000, net of a tax benefit of $14,000.

 

CRITICAL ACCOUNTING POLICIES

This Management’s Discussion and Analysis of Financial Condition and Results of Operations are based upon HickoryTech’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America and, where applicable, conform to the accounting principles as prescribed by federal and state telephone utility regulatory authorities. HickoryTech presently gives accounting recognition to the actions of regulators where appropriate, as prescribed by Statement of Financial Accounting Standards (SFAS) No. 71, “Accounting for the Effects of Certain Types of Regulation.”

 

Revenue Recognition — Revenues are generally recognized when services are rendered or products are delivered to customers. Revenues in the Telephone, Communications Services and Wireless Services Sectors are earned from monthly billings to customers for telephone (wireline or wireless) service. Revenues in the Telephone Sector are also derived from charges for network access to HickoryTech’s local exchange telephone 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. The companies that take part in these pooling arrangements may adjust their costs and investments for a period of two years, which causes the dollars distributed by the pool to be adjusted retroactively. Management believes that recorded amounts represent reasonable estimates of the final distribution from these pools.

 

18



 

Revenue in the Enterprise Solutions Sector earned on major installation and change contracts is recognized on the percentage of completion method, which relies on measuring actual contract completion versus estimates of total expected contract revenue and costs. The percentage of completion method is used since reasonably dependable estimates of the revenue and costs applicable to various stages of a contract can be made. Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged to income in the period in which the facts that give rise to the revision become known.

 

Estimates — 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.

 

HickoryTech’s allowance for doubtful accounts is an estimate based on specifically identified accounts as well as general reserves. HickoryTech evaluates specific accounts where it has information that the customer may have an inability to meet its financial obligations. In these cases, management uses its judgment, based on the best available facts and circumstances, and records a specific reserve for that customer against amounts due to reduce the receivable to the amount that is expected to be collected. These specific reserves are reevaluated and adjusted as additional information is received that impacts the amount reserved. HickoryTech also establishes a general reserve for all customers based on a range of percentages applied to aging categories. These percentages are based on historical collection and write-off experience. If circumstances change, HickoryTech’s estimates of the recoverability of amounts due the company could be reduced or increased by a material amount. Such a change in estimated recoverability would be accounted for in the period in which the facts that give rise to the change become known.

 

Similarly, HickoryTech makes estimates related to the valuation of inventory. HickoryTech adjusts its inventory carrying value for estimated obsolescence or unmarketable inventory to the estimated market value based upon assumptions about future demand and market conditions. As market conditions change, if inventory valuations are lower additional inventory write-downs may be required at the time that the facts that give rise to the lower value become known.

 

During 2001, 2000 and 1999, HickoryTech amortized its intangible assets over their estimated useful lives. The intangible assets and their estimated useful lives are as follows: goodwill — 40 years; FCC license — 37-40 years; customer lists — 5-8 years; and other — 5-8 years. See Recent Accounting Developments for discussion of SFAS 142 and its impact on amortization of intangible assets.

 

INFLATION

It is the opinion of management that the effects of inflation on operating revenues and expenses over the past three years have been immaterial. Management anticipates that this trend will continue in the near future.

 

FINANCIAL CONDITION, RESOURCES AND COMMITMENTS

 

REVIEW OF CASH FLOWS

HickoryTech’s net working capital of $13,737,000 at December 31, 2001, is an increase of $4,855,000 from December 31, 2000. The increase is primarily due to an increase in receivables and cash, and a decrease in accounts payable. The ratio of current assets to current liabilities is 2.0 to 1.0 at December 31, 2001.

 

19



 

Cash flows from operations continue to be a steady source of funds for HickoryTech, primarily coming from the Telephone Sector. Cash provided from operations was $25,135,000 in 2001, $22,908,000 in 2000 and $23,175,000 in 1999. Cash flows from operations in 2001 were primarily attributable to net income plus depreciation, amortization and an increase in deferred tax liabilities, partially offset by increases in income taxes receivable, increases in costs in excess of billings on contracts in the Enterprise Solutions Sector and decreases in accounts payable relating to timing of payments and decreases in billings in excess of costs on contract in the Enterprise Solutions Sector. Cash flows from operations in 2000 were primarily attributable to net income plus depreciation and amortization, partially offset by increases in inventory in the Telephone Sector and decreases in accounts payable relating to timing of payments. Cash flows from operations in 1999 were primarily attributable to net income plus depreciation and amortization, along with a decrease in accounts receivables, an increase in accounts payable and also offset by the gain on sale of assets.

 

Cash flows used in investing activities were $39,979,000 in 2001, $51,238,000 in 2000 and $54,471,000 in 1999. Capital expenditures relating to ongoing businesses were $32,868,000 in 2001, $39,662,000 in 2000 and $28,531,000 in 1999. Capital expenditures were incurred to construct additional network facilities to provide CLEC services and buildout fiber optic and wireless networks. Cash used in investing activities also included $2,717,000 in 2001, $1,450,000 in 2000 and $251,000 in 1999 for capitalized software development costs associated with SuiteSolution in the Information Solutions Sector. Cash used in investing activities included $11,386,000 in 2001 for the acquisition of PCS licenses (including direct acquisition costs) and $38,767,000 in 1999 for the Metro A-2 cellular license acquisition. Proceeds from sale of assets also provided $6,992,000 in 2001 and $12,971,000 in 1999 related primarily to the sales of ACTC in 2001 and the investment in Midwest Wireless Communications, LLC in 1999. In 2000, cash used in investing activities included a $10,000,000 investment in Rural Telephone Finance Cooperative (RTFC) which was required as part of HickoryTech’s new revolving credit facility entered into in September 2000 with a syndicate which included RTFC and other banks.

 

Cash flows from financing activities were $15,662,000 in 2001, $26,812,000 in 2000 and $32,871,000 in 1999 primarily resulting from net borrowings under HickoryTech’s credit facilities. Dividend payments resulted in uses of cash of $6,117,000, $6,085,000 and $6,048,000 in 2001, 2000 and 1999, respectively.

 

DIVIDENDS

HickoryTech paid dividends of $6,117,000, or $0.44 per share, in 2001. The dividend per share rate was the same as in 2000 and 1999. HickoryTech expects paying at the existing level of dividends in 2002, which is not expected to negatively impact the liquidity of HickoryTech.

 

LIQUIDITY AND CAPITAL RESOURCES

In 2001, HickoryTech’s acquisition of PCS licenses was funded with debt, using its revolving credit facility. During 2000, HickoryTech’s bank credit facility was expanded to $225 million in order to fund capital expenditures.  In 1999, HickoryTech’s acquisition of the Minneapolis/St. Paul Metro A-2 cellular business was funded with debt, using its revolving credit facility.

 

HickoryTech uses variable interest rate financial instruments as of December 31, 2001. The revolving credit facility had a weighted average interest rate of 6.66% for the year 2001, and 5.3% at December 31, 2001. HickoryTech continually monitors the interest rates on its bank loans. A lower level of interest expense is likely to occur in 2002 because of more limited use of the revolving credit facility for capital expenditures and potentially lower weighted average interest rates for the year 2002 than HickoryTech experienced in 2001. Based on HickoryTech’s banking relationships, HickoryTech continues to have access to multiple forms of financing based upon its 2001 current ratio (2 to 1), its EBITDA, its debt to EBITDA ratio and its proven access to debt markets.

 

20



 

The following table sets forth HickoryTech’s contractual obligations, along with the cash payments due each period (long-term debt and capital lease payments do not include associated interest):

 

 

 

Payments Due by Period

 

 

 

 

 

Less than

 

1 — 3

 

4 — 5

 

After 5

 

 

 

Total

 

1 year

 

years

 

years

 

years

 

 

 

 

 

(Dollars in Thousands)

 

 

 

Contractual Obligations

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

170,000

 

$

1,000

 

$

3,000

 

$

44,875

 

$

121,125

 

Capital Lease Obligations

 

901

 

242

 

659

 

 

 

Operating Leases

 

3,796

 

1,068

 

1,749

 

298

 

681

 

Total Contractual Cash Obligations

 

$

174,697

 

$

2,310

 

$

5,408

 

$

45,173

 

$

121,806

 

 

HickoryTech has a $224,000,000 credit facility with a syndicate of banks. This credit facility is comprised of a $125,000,000 revolving credit component and a $99,000,000 term loan component. As of December 31, 2001, HickoryTech had drawn $170,000,000 on this credit facility, with available borrowing capacity of $54,000,000 under the revolving credit component. The total commitment to HickoryTech expires as follows:

 

 

 

Amount of Commitment Expiration per Period

 

 

 

 

 

Less than

 

1 — 3

 

4 — 5

 

After 5

 

 

 

Total

 

1 year

 

years

 

years

 

years

 

 

 

 

 

(Dollars in Thousands)

 

 

 

Revolving Credit Component

 

$

125,000

 

$

 

$

37,500

 

$

59,375

 

$

28,125

 

 

On June 26, 2001, HickoryTech acquired two PCS licenses in southern Minnesota. Refer to Note 2 of Notes to Consolidated Financial Statements for further discussion of this acquisition.

 

On August 6, 2001, HickoryTech completed the sale of its local telephone exchange in Amana, Iowa. Refer to Note 2 of Notes to Consolidated Financial Statements for further discussion of this disposition.

 

HickoryTech operates with original equity capital, retained earnings and recent additions to indebtedness in the form of bank term debt and revolving lines of credit.

 

RECENT ACCOUNTING DEVELOPMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.”  SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. HickoryTech made no acquisitions after June 30, 2001 and, therefore, SFAS No. 141 had no impact on 2001 results.

 

SFAS No. 142 is effective January 1, 2002 and addresses financial accounting and reporting for acquired goodwill and other intangible assets. SFAS No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually. Those intangible assets with finite useful lives will continue to be amortized over their respective useful lives. As of December 31, 2001, HickoryTech had unamortized goodwill of $25,086,000 and recorded amortization expense related to goodwill during 2001 of $766,000. HickoryTech is still waiting for further guidance from the FASB and/or the Securities Exchange Commission on whether its FCC licenses qualify as indefinite lived intangible assets. This guidance is expected before the end of the first quarter of 2002. As of December 31, 2001, HickoryTech had unamortized FCC licenses of $75,635,000 and recorded amortization expense related to these licenses during 2001 of $1,906,000. Upon adoption of SFAS No. 142, HickoryTech will cease amortization of its goodwill and may cease amortization of FCC licenses if they are determined to have indefinite lives under SFAS No. 142. HickoryTech is in the process of evaluating whether any of its goodwill or intangible asset values are impaired pursuant to the provisions of SFAS No. 142 and 144 (as described below). Although HickoryTech’s analysis is not complete, management currently does not expect any write-downs of the carrying value of its intangible assets or goodwill and therefore does not expect adoption of SFAS No. 142 will have a material impact on its financial position or results of operations.

 

21



 

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development or normal use of the asset. SFAS No. 143 is effective January 1, 2003. HickoryTech is currently evaluating the provisions of SFAS No. 143 and does not expect that adoption will have a material impact on its financial position or its results of operations.

 

In October 2001, the FASB issued SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,” and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations — Reporting the Transactions for the Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. SFAS No. 144 also sets forth requirements for recognizing and measuring impairment losses on certain long-lived assets to be held or used.  SFAS No. 144 is effective January 1, 2002. HickoryTech is currently evaluating the provisions of SFAS No. 144 and does not expect that adoption will have a material impact on its financial position or its results of operations.

 

REGULATED INDUSTRY

STATE- HickoryTech increased local rates in its Iowa ILEC subsidiary effective May 2001 and in its Minnesota ILEC subsidiaries effective December 2001, adding approximately $128,000 of revenues in 2001. The Minnesota ILEC subsidiaries also increased local rates in February 2000, adding approximately $744,000 of revenues in 2000. The Minnesota Department of Public Service has the authority to investigate rates and profits of telephone companies in Minnesota. Under Minnesota law, telephone companies with less than 50,000 customers are regulated on price and service level rather than on profit. HickoryTech’s two Minnesota ILEC subsidiaries fall under this alternative form of regulation. HickoryTech’s subsidiaries’ local service rates are lower than the rates of most Minnesota telephone companies. This relieves HickoryTech of substantial regulatory oversight. In the state of Iowa, HickoryTech’s operations fall below the 15,000 access line minimum level for rate regulation by the Iowa Utilities Board. No regulatory matters in Iowa affect HickoryTech’s current operation.

 

State regulators are considering access charge reform. There are no specific dockets at this time, and HickoryTech cannot estimate the amount, if any, of future potential state access revenue changes.

 

INTERSTATE- The Telephone Sector’s three local exchange telephone companies have had their interstate access rates established based on a nationwide pool of companies known as the National Exchange Carriers Association (NECA). These access charges reflect the FCC rules and changes in regulation as they apply to the other companies which are in the NECA pools, and ultimately establish the prices that the Telephone Sector can charge for interstate access. There has been a decline in the level of interstate access charges in the last several years, and HickoryTech foresees a continuation of this trend. The FCC ordered in late 2001 to amend the interstate access charge rate design. The FCC modifications of ILEC transport rate structure, reallocation of costs in the transport interconnection charge and amendments to universal service funds are effective January 1, 2002. The net effect of these changes did not materially change the interstate revenues for HickoryTech beginning in 2002.

 

FCC regulators may consider additional access charge reform. There are no specific dockets at this time, and HickoryTech cannot estimate the amount, if any, of future potential interstate revenue changes.

 

In September 1999, by order of the FCC, HickoryTech moved its Iowa telephone exchange from “average schedule” status for interstate traffic to a pure “cost basis” form of revenue recognition and tariffs. This means that for the Iowa telephone exchange, interstate access revenues are determined based on the specific company’s cost of service rather than nationwide averages of other companies. The switch from “average schedule” to “cost basis” for Iowa’s interstate revenue has reduced company revenues by less than $200,000 on an annualized basis.

 

22



 

HickoryTech’s Communications Services Sector operates in Minnesota and Iowa with less regulatory oversight than HickoryTech’s Telephone Sector. A CLEC petitions regulators for authority to operate in certain geographic areas, submits tariffs to describe services and the rates at which it will provide service, and submits interconnection agreements it has reached with other carriers for regulatory review. However, there is no regulatory oversight of the prices charged or the rate of return earned by the CLEC. This is also the case with HickoryTech’s Wireless Services Sector.

 

CONTINGENCIES

In January 2002, National Independent Billing Partnership (NIBP), an unconsolidated partnership of NIBI (see Note 1 of the Notes to Consolidated Financial Statements for discussion of NIBP), received written claims from one of its customers relating to contractual obligations. The claims are not a formal legal action. NIBP disagrees with the claims made by this customer. In the opinion of management, the ultimate resolution of these claims will not have a material adverse impact on HickoryTech’s financial position, results of operations or cash flows.

 

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk.

 

HickoryTech does not have operations subject to risks of foreign currency fluctuations, nor does HickoryTech use derivative financial instruments in its operations or investment portfolio. HickoryTech’s earnings are affected by changes in interest rates as a portion of its long-term debt has variable interest rates based on LIBOR. If interest rates for the portion of HickoryTech’s long-term debt based on variable rates had averaged 10% more for the entire year ended December 31, 2001, HickoryTech’s interest expense would have increased $1,155,000 in 2001. In case of a change of this magnitude, management would likely act to mitigate its exposure to the change by converting a portion of its variable-rate debt to fixed-rate debt.

 

23



 

Item 8.       Financial Statements and Supplementary Data.

 

REPORT OF MANAGEMENT

 

Management of Hickory Tech Corporation (HickoryTech) is responsible for the consolidated financial statements and the other financial information contained in this Annual Report. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applied on a consistent basis. They are considered by management to present fairly HickoryTech’s financial position, results of operations and cash flows. In preparing the financial statements, management is required to objectively include amounts based on estimates and judgments that it believes are reasonable under the circumstances.

 

To provide reasonable assurance that assets are safeguarded against loss and that accounting records are reliable for preparing financial statements, HickoryTech management maintains a system of internal controls. The Audit Committee of the Board of Directors, which is composed of directors who are not officers or employees, meets regularly with the independent accountants and management to review the scope of internal controls, the manner in which they perform their responsibilities, audit activities and financial reporting. The Audit Committee provides a direct method of access from the Board of Directors to the independent accountants and assures the objectivity of this report’s financial information. The Audit Committee reviews and approves financial disclosures prior to releasing to the public.

 

HickoryTech’s financial statements have been audited by PricewaterhouseCoopers LLP, independent accountants. Management has made available to the independent accountants all HickoryTech financial records and related data. Their audits, which included consideration of the internal controls, culminated in their report which appears on this page.

 

Robert D. Alton

 

David A. Christensen

Chairman, President and Chief

 

Vice President and Chief

Executive Officer

 

Financial Officer

 

REPORT OF INDEPENDENT ACCOUNTANTS

 

To the Shareholders and Board of Directors of

Hickory Tech Corporation

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of Hickory Tech Corporation and subsidiaries (HickoryTech) at December 31, 2001 and December 31, 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of HickoryTech’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

Minneapolis, Minnesota

February 1, 2002

 

24



 

HICKORY TECH CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

 

Years Ended December 31

 

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands, Except Per Share Amounts)

 

OPERATING REVENUES:

 

 

 

 

 

 

 

Telephone

 

$

55,167

 

$

52,662

 

$

49,178

 

Communications Services

 

11,197

 

7,944

 

4,170

 

Wireless Services

 

17,655

 

18,899

 

16,897

 

Information Solutions

 

4,085

 

4,287

 

4,368

 

Enterprise Solutions

 

20,374

 

18,511

 

22,576

 

TOTAL OPERATING REVENUES

 

108,478

 

102,303

 

97,189

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES:

 

 

 

 

 

 

 

Operating Expenses

 

67,811

 

65,692

 

63,723

 

Depreciation

 

12,915

 

11,088

 

9,319

 

Amortization of Intangibles

 

3,879

 

3,180

 

2,528

 

TOTAL COSTS AND EXPENSES

 

84,605

 

79,960

 

75,570

 

OPERATING INCOME

 

23,873

 

22,343

 

21,619

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

Gain on Sale of Assets

 

1,115

 

271

 

9,207

 

Equity in Net Income/(Loss) of Investees

 

(27

)

23

 

530

 

Interest and Other Income

 

435

 

411

 

423

 

Interest Expense

 

(10,687

)

(9,803

)

(6,513

)

TOTAL OTHER INCOME (EXPENSE)

 

(9,164

)

(9,098

)

3,647

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES, EXTRAORDINARY ITEM, AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE

 

14,709

 

13,245

 

25,266

 

INCOME TAXES

 

5,971

 

5,287

 

10,600

 

INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE

 

8,738

 

7,958

 

14,666

 

EXTRAORDINARY LOSS ON DEBT EXTINGUISHMENT, NET OF TAX BENEFIT OF $158

 

 

(233

)

 

CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX BENEFIT OF $14

 

 

(20

)

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

8,738

 

$

7,705

 

$

14,666

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share:

 

 

 

 

 

 

 

Income Before Extraordinary Item and Cumulative Effect of Accounting Change

 

$

0.63

 

$

0.58

 

$

1.07

 

Extraordinary Item and Cumulative Effect of Accounting Change

 

 

(0.02

)

 

Net Income

 

$

0.63

 

$

0.56

 

$

1.07

 

Dividends Per Share

 

$

0.44

 

$

0.44

 

$

0.44

 

Weighted Average Common Shares Outstanding

 

13,904,690

 

13,832,502

 

13,746,053

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share:

 

 

 

 

 

 

 

Income Before Extraordinary Item and Cumulative Effect of Accounting Change

 

$

0.62

 

$

0.57

 

$

1.06

 

Extraordinary Item and Cumulative Effect of Accounting Change

 

 

(0.02

)

 

Net Income

 

$

0.62

 

$

0.55

 

$

1.06

 

Weighted Average Common and Equivalent Shares Outstanding

 

14,001,478

 

13,923,015

 

13,772,495

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

25



 

HICKORY TECH CORPORATION

CONSOLIDATED BALANCE SHEETS

As of December 31

 

ASSETS

 

 

 

 

 

 

 

2001

 

2000

 

 

 

(Dollars in Thousands)

 

CURRENT ASSETS:

 

 

 

 

 

Cash and Cash Equivalents

 

$

2,008

 

$

1,190

 

Accounts Receivable, Net of Allowance for Doubtful Accounts  of $1,231 in 2001 and $961 in 2000

 

14,616

 

15,156

 

Income Taxes Receivable

 

1,675

 

670

 

Costs in Excess of Billings on Contracts

 

1,520

 

981

 

Inventories

 

4,989

 

4,585

 

Deferred Income Taxes

 

646

 

1,404

 

Other

 

2,329

 

1,423

 

TOTAL CURRENT ASSETS

 

27,783

 

25,409

 

 

 

 

 

 

 

INVESTMENTS

 

10,701

 

10,361

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT, NET

 

135,644

 

116,690

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

Intangible Assets, Net

 

102,077

 

97,402

 

Other

 

7,087

 

5,625

 

TOTAL OTHER ASSETS

 

109,164

 

103,027

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

283,292

 

$

255,487

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts Payable

 

$

3,338

 

$

6,459

 

Accrued Expenses

 

5,335

 

4,332

 

Accrued Interest

 

382

 

108

 

Billings in Excess of Costs on Contracts

 

169

 

950

 

Advanced Billings and Deposits

 

3,580

 

3,461

 

Current Maturities of Long-Term Obligations

 

1,242

 

1,217

 

TOTAL CURRENT LIABILITIES

 

14,046

 

16,527

 

 

 

 

 

 

 

LONG-TERM OBLIGATIONS, Net of Current Maturities

 

169,659

 

147,433

 

 

 

 

 

 

 

DEFERRED INCOME TAXES

 

13,876

 

9,417

 

 

 

 

 

 

 

DEFERRED REVENUE AND BENEFITS

 

4,946

 

4,753

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

202,527

 

178,130

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Notes 6 and 11)

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Common Stock, no par value, $.10 stated value 
Shares authorized: 100,000,000
Shares outstanding: 2001,
13,935,308; 2000, 13,878,568

 

1,394

 

1,388

 

Additional Paid-In Capital

 

6,254

 

5,473

 

Retained Earnings

 

73,117

 

70,496

 

TOTAL SHAREHOLDERS’ EQUITY

 

80,765

 

77,357

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

283,292

 

$

255,487

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

26



 

HICKORY TECH CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31

 

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands)

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net Income

 

$

8,738

 

$

7,705

 

$

14,666

 

 

 

 

 

 

 

 

 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

 

 

 

 

 

 

 

Depreciation and Amortization

 

16,794

 

14,268

 

11,847

 

Gain on Sale of Assets

 

(1,115

)

(271

)

(9,207

)

Extraordinary Loss on  Debt Extinguishment

 

 

391

 

 

Cumulative Effect of Accounting Change

 

 

34

 

 

Provision for Losses on Accounts Receivable

 

782

 

1,005

 

9

 

Deferred Income Taxes

 

5,217

 

2,577

 

2,744

 

Stock-Based Compensation

 

217

 

660

 

890

 

Employee Retirement Benefits and Deferred Compensation

 

170

 

202

 

(520

)

Accrued Patronage Refunds

 

(1,114

)

 

 

Equity in Net (Income)/Loss of Investees

 

27

 

(23

)

(530

)

Cash Provided From Operations Before Changes In Assets and Liabilities

 

29,716

 

26,548

 

19,899

 

Changes in Operating Assets and Liabilities Net of Effects of Acquisitions and Dispositions:

 

 

 

 

 

 

 

Receivables

 

(823

)

878

 

1,233

 

Inventories

 

(442

)

(2,102

)

27

 

Billings and Costs on Contracts

 

(1,321

)

379

 

(395

)

Accounts Payable and Accrued Expenses

 

(1,525

)

(2,319

)

2,401

 

Advanced Billings and Deposits

 

125

 

181

 

57

 

Deferred Revenue and Benefits

 

23

 

(584

)

72

 

Other

 

(618

)

(73

)

(119

)

Net Cash Provided by Operating Activities

 

25,135

 

22,908

 

23,175

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Additions to Property, Plant and Equipment

 

(32,868

)

(39,662

)

(28,531

)

Additions to Capitalized Software Development Costs

 

(2,717

)

(1,450

)

(251

)

Increase in Investments

 

 

(10,363

)

(86

)

Redemption of Investments

 

 

700

 

193

 

Acquisitions, Net of Cash Acquired

 

(11,386

)

(885

)

(38,767

)

Proceeds from Sale of Assets

 

6,992

 

422

 

12,971

 

Net Cash Used in Investing Activities

 

(39,979

)

(51,238

)

(54,471

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Change in Cash Overdraft

 

 

(3,552

)

3,552

 

Payment of Debt Issuance Costs

 

 

(1,300

)

(463

)

Repayments of  Debt

 

(649

)

(40,452

)

(681

)

Payments of Capital Lease Obligations

 

(141

)

 

 

Borrowings on Line of Credit

 

30,500

 

78,600

 

52,000

 

Repayments on Line of Credit

 

(8,500

)

(1,100

)

(16,000

)

Proceeds from Issuance of Common Stock

 

569

 

701

 

511

 

Dividends Paid

 

(6,117

)

(6,085

)

(6,048

)

Net Cash Provided by Financing Activities

 

15,662

 

26,812

 

32,871

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

818

 

(1,518

)

1,575

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

 

1,190

 

2,708

 

1,133

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

 

$

2,008

 

$

1,190

 

$

2,708

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

Cash Paid for Interest

 

$

11,337

 

$

10,643

 

$

6,535

 

Cash Paid for Income Taxes

 

$

1,750

 

$

2,205

 

$

8,548

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

27



 

HICKORY TECH CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years Ended December 31

 

 

 

 

 

 

 

Additional

 

 

 

Total

 

 

 

Common Stock

 

Paid-In

 

Retained

 

Shareholders’

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Equity

 

 

 

(Dollars in Thousands)

 

BALANCE AT DECEMBER 31, 1998

 

13,662,216

 

$

1,366

 

$

2,005

 

$

60,258

 

$

63,629

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Award Plan

 

71,654

 

8

 

1,607

 

 

 

1,615

 

Employee Stock Purchase Plan

 

31,753

 

3

 

368

 

 

 

371

 

Directors’ Stock Retainer Plan

 

2,914

 

 

 

37

 

 

 

37

 

Stock Options Exercised

 

12,313

 

1

 

121

 

 

 

122

 

Dividend Reinvestment Plan

 

6,566

 

1

 

83

 

 

 

84

 

Net Income

 

 

 

 

 

 

 

14,666

 

14,666

 

Dividends Paid

 

 

 

 

 

 

 

(6,048

)

(6,048

)

BALANCE AT DECEMBER 31, 1999

 

13,787,416

 

1,379

 

4,221

 

68,876

 

74,476

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Award Plan

 

29,788

 

3

 

496

 

 

 

499

 

Employee Stock Purchase Plan

 

28,464

 

3

 

287

 

 

 

290

 

Directors’ Stock Retainer Plan

 

2,967

 

 

 

50

 

 

 

50

 

Stock Options Exercised

 

15,384

 

2

 

181

 

 

 

183

 

Dividend Reinvestment Plan

 

14,549

 

1

 

238

 

 

 

239

 

Net Income

 

 

 

 

 

 

 

7,705

 

7,705

 

Dividends Paid

 

 

 

 

 

 

 

(6,085

)

(6,085

)

BALANCE AT DECEMBER 31, 2000

 

13,878,568

 

1,388

 

5,473

 

70,496

 

77,357

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Award Plan

 

18,374

 

2

 

211

 

 

 

213

 

Employee Stock Purchase Plan

 

20,781

 

2

 

291

 

 

 

293

 

Directors’ Stock Retainer Plan

 

2,089

 

 

 

33

 

 

 

33

 

Dividend Reinvestment Plan

 

15,496

 

2

 

246

 

 

 

248

 

Net Income

 

 

 

 

 

 

 

8,738

 

8,738

 

Dividends Paid

 

 

 

 

 

 

 

(6,117

)

(6,117

)

BALANCE AT DECEMBER 31, 2001

 

13,935,308

 

$

1,394

 

$

6,254

 

$

73,117

 

$

80,765

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

28



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 - ACCOUNTING POLICIES

The accounting policies of Hickory Tech Corporation (HickoryTech) are in conformity with accounting principles generally accepted in the United States of America and, where applicable, conform to the accounting principles as prescribed by federal and state telephone utility regulatory authorities. HickoryTech presently gives accounting recognition to the actions of regulators where appropriate, as prescribed by Financial Accounting Standards Board Statement (SFAS) No. 71, “Accounting for the Effects of Certain Types of Regulation.”

 

Basis of Consolidation - The consolidated financial statements of HickoryTech include Hickory Tech Corporation and its subsidiaries. HickoryTech operates in the following five business segments:  (i) Telephone Sector, (ii) Communications Services Sector, (iii) Wireless Services Sector, (iv) Information Solutions Sector and (v) Enterprise Solutions Sector. An investment in an unconsolidated partnership for the Information Solutions Sector is accounted for using the equity method.  All intercompany transactions have been eliminated from the consolidated financial statements.

 

Revenue Recognition — Revenues are generally recognized when services are earned, rendered or products are delivered to customers. Customers are billed as of monthly cycle dates. Telephone Sector revenues are derived from charges for network access to HickoryTech’s local exchange telephone 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 Enterprise Solutions Sector earned on major installation and change contracts is recognized on the percentage of completion method. Up-front fees, including installation and activation fees, are deferred and recognized on a straight-line basis over the corresponding customer relationship period.

 

Estimates - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 these estimates and assumptions.

 

Reclassifications — Certain expenses reported as cost of sales in  2000 and 1999 have been reclassified to operating expenses to conform to the 2001 presentation. These reclassifications reduced cost of sales and increased other operating expenses for 2000 and 1999 by $12,510,000 and $15,987,000, respectively. In addition, certain revenues and expenses related to HickoryTech’s internet service have been reclassified from the Telephone Sector to the Communications Services Sector. Internet revenues reclassified amounted to $1,874,000 in 2000 and $1,072,000 in 1999. Internet expenses reclassified amounted to $1,885,000 in 2000 and $1,075,000 in 1999. These reclassifications had no effect on previously reported consolidated operating income, net income or cash flows.

 

Property, Plant and Equipment - Property, plant and equipment are recorded at original cost of acquisition or construction.  When regulated incumbent local exchange carrier (ILEC) telephone assets are sold or retired, the assets and related accumulated depreciation are removed from the accounts and any gains or losses on disposition are amortized with the remaining net investment in telephone plant.

 

The components of property, plant and equipment are summarized as follows:

 

 

 

2001

 

2000

 

 

 

(Dollars in Thousands)

 

ILEC Telephone Plant (Telephone Sector)

 

$

147,315

 

$

142,918

 

CLEC Telephone Plant (Communications Services Sector)

 

51,175

 

31,735

 

Wireless Plant (Wireless Services Sector)

 

23,606

 

20,945

 

Other Property and Equipment

 

9,579

 

7,764

 

Total

 

231,675

 

203,362

 

Less Accumulated Depreciation

 

96,031

 

86,672

 

Property, Plant and Equipment, Net

 

$

135,644

 

$

116,690

 

 

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 ILEC telephone plant for the three years ended December 31, 2001, were 5.9%, 6.0%, and 6.0%.  All other property, plant and equipment is depreciated over estimated useful lives of three to fifteen years, and buildings are depreciated over their estimated useful lives of thirty-nine years. Other property and equipment includes $1,041,000 of equipment acquired under a capital lease. Amortization expense in 2001 and accumulated amortization at December 31, 2001 related to this capital lease was $130,000.

 

Cash Equivalents - Cash equivalents include short-term investments with original maturities of three months or less. The carrying value of cash and cash equivalents approximates its fair value due to the short maturity of the instruments.

 

Investments — Investments include $10.3 million of non-interest bearing Rural Telephone Finance Cooperative (RTFC) Subordinated Capital Certificates (SCCs) accounted for under the cost method of accounting.  This method requires HickoryTech to periodically evaluate whether a non-temporary decrease in value of the investment has occurred, and if so, to write this investment down to its net realizable value.

 

29



 

Investments also include an unconsolidated partnership accounted for using the equity method of accounting. NIBI is a 40% general partner in National Independent Billing Partnership (NIBP), which performs billing and collection clearinghouse functions for interexchange carriers. NIBP had total assets of $1,623,000 and $1,911,000 as of December 31, 2001 and 2000, respectively. NIBP had total liabilities of $1,472,000 and $1,693,000 as of December 31, 2001 and 2000, respectively. For the years ended December 31, 2001, 2000 and 1999, NIBP had revenues of $620,000, $1,006,000 and $1,673,000, respectively, and net income/(loss) of ($67,000), $57,000 and $210,000, respectively.

 

Inventories — Inventories, which consist of equipment for resale, materials and supplies, are stated at the lower of average cost or market.

 

Income Taxes — HickoryTech accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.

 

Intangible Assets — The components of HickoryTech’s intangible assets, along with the periods in which each component is being amortized, are shown in the following table.  FCC licenses consist of the cost of acquiring the cellular licenses of RSA 10 and Metro A-2, and the PCS licenses in southern Minnesota. Goodwill consists of costs in excess of net assets acquired. Customers include the value assigned to customer lists acquired. Amortization expense is computed using the straight-line method based on the estimated useful life of the asset. HickoryTech reviews its intangibles whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. HickoryTech estimates the future cash flows expected to result from the asset, and if the sum of the expected net undiscounted future cash flows is less than the carrying amount of the intangible, HickoryTech recognizes an impairment loss by reducing the amortized cost of the intangible to its estimated fair value. HickoryTech has not recognized impairment losses on any intangibles in 2001, 2000 or 1999.

 

 

 

2001

 

2000

 

Lives

 

 

 

(Dollars in Thousands)

 

Goodwill

 

$

28,815

 

$

33,245

 

40 years

 

FCC Licenses

 

81,224

 

70,093

 

37 - 40 years

 

Customers

 

1,701

 

1,734

 

5 - 8 years

 

Other Intangibles

 

538

 

300

 

5 - 8 years

 

Total

 

112,278

 

105,372

 

 

 

Less Accumulated Amortization

 

10,201

 

7,970

 

 

 

Intangible Assets, Net

 

$

102,077

 

$

97,402

 

 

 

 

Capitalized Software Costs — Software costs associated with software that is developed or purchased for internal use only are accounted for in accordance with the American Institute of Certified Public Accountants Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” HickoryTech capitalizes costs (including right to use fees) associated with externally acquired software for internal use. Costs associated with internally developed software are segregated into three project stages: preliminary project stage, application development stage and post-implementation stage. Costs associated with both the preliminary project stage and post-implementation stage are expensed as incurred. Costs associated with the application development stage are capitalized. Software maintenance and training costs are expensed as incurred. Amortization of software costs commences when the software is ready for its intended use, and is amortized over a period of three years. During 2001, 2000 and 1999, HickoryTech capitalized $1,285,000, $492,000 and $0, respectively, of costs associated with software purchased or developed for internal use only. These software costs are included in property, plant and equipment, and amounted to $1,503,000 and $492,000 at December 31, 2001 and 2000, respectively. These amounts are net of accumulated amortization of $184,000 and $0 at December 31, 2001 and 2000, respectively. Amortization expense relating to these capitalized costs began in 2001 and amounted to $196,000.

 

Software costs associated with software that is developed or purchased for external sale or license are accounted for in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed.” HickoryTech

capitalizes costs related to such software once technological feasibility has been established and continues capitalization until the product becomes available for general release to customers. HickoryTech capitalized software costs of $2,717,000, $1,450,000 and $251,000 in  2001, 2000 and 1999, respectively, related to software that will be sold or licensed externally. These software costs are included in other non-current assets, and amounted to $3,197,000 and $1,076,000 at December 31, 2001 and 2000, respectively. These amounts are net of accumulated amortization of $729,000 and $133,000 at December 31, 2001 and 2000, respectively. Capitalized software costs are amortized on a product-by-product basis over the estimated economic life of the product. Amortization expense relating to these costs began in 2000 and amounted to $596,000 in 2001 and $133,000 in 2000.

 

Comprehensive Income — SFAS No. 130 requires that a full set of general purpose financial statements include the reporting of “comprehensive income.” Comprehensive income is comprised of foreign currency items, minimum pension liability adjustments and unrealized gains and losses on certain investments in debt and equity securities. During the years ended December 31, 2001, 2000 and 1999, comprehensive income was comprised solely of net income.

 

Advertising Expense — Advertising is expensed as incurred. Advertising expense charged to operations was $952,000, $1,050,000 and $669,000 in 2001, 2000 and 1999, respectively.

 

30



 

Earnings Per Share - Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Shares used in the earnings per share assuming dilution calculation are based on the weighted average number of shares of common stock outstanding during the year increased by potentially dilutive common shares. Potentially dilutive common shares include stock options and stock subscribed under the employee stock purchase plan (ESPP).

 

 

 

2001

 

2000

 

1999

 

Weighted Average Shares Outstanding

 

13,904,690

 

13,832,502

 

13,746,053

 

Stock Options

 

95,645

 

89,305

 

24,770

 

Stock Subscribed (ESPP)

 

1,143

 

1,208

 

1,672

 

Total Dilutive Shares Outstanding

 

14,001,478

 

13,923,015

 

13,772,495

 

 

Options to purchase 76,750 shares in 2001, 15,750 shares in 2000 and 63,500 shares in 1999 were not included in the computation of earnings per share assuming dilution because their effect on earnings per share would have been antidilutive.

 

Dividends per share is based on the quarterly dividend per share as declared by the HickoryTech Board of Directors.

 

NOTE 2 - ACQUISITIONS AND DISPOSITIONS

On June 26, 2001, HickoryTech acquired two digital personal communications services (PCS) licenses from McLeodUSA Incorporated for $11,100,000 in cash. The PCS licenses acquired by HickoryTech include the Minnesota Basic Trading Areas (BTAs) of Mankato-Fairmont and Rochester-Austin-Albert Lea, an area covering a population of approximately 493,000 people. The acquisition was a purchase of the licenses only. There were no customers, existing revenue stream or physical property and equipment included with this acquisition as the BTAs were undeveloped. HickoryTech paid for the acquisition with advances under its revolving credit facility. HickoryTech allocated the entire purchase price to the fair value of the PCS license, which is being amortized over 37 years.

 

On August 6, 2001, HickoryTech closed on the previously announced agreement to sell its local telephone exchange in Amana, Iowa to South Slope Cooperative Telephone Company, Inc. for $6,500,000 in cash. The Amana operation, known as Amana Colonies Telephone Company (ACTC), served approximately 1,500 access lines in the seven communities of the Amana Colonies in east central Iowa. HickoryTech recorded a pre-tax gain on the sale of $1,015,000 ($566,000 net of tax). HickoryTech used the proceeds from the sale to repay a portion of its outstanding debt. The operations of ACTC were included in the Telephone Sector. For the years ended December 31, 2001, 2000 and 1999, ACTC generated revenues of $832,000, $1,467,000 and $1,461,000 and generated an operating income (loss) of ($13,000), $70,000 and $356,000, respectively. The pro-forma impact of this disposition on net income and earnings per share for the periods presented herein is not considered material.

 

On October 9, 2000, HickoryTech completed the acquisition of the dial-up internet customer accounts, along with certain assets and liabilities, of Internet Connections, a Mankato internet service provider, in exchange for $870,000 in cash. Internet Connections had approximately 5,000 internet customers in southern Minnesota and the Twin Cities area. The acquisition was accounted for under the purchase method of accounting. HickoryTech paid for the acquisition with available funds. HickoryTech allocated $840,000 of the purchase price to customers (intangible asset), $100,000 to other intangible assets and $70,000 to tangible net liabilities. The operations of the Internet Connections dial-up internet business are included in the Communications Services Sector.  Customers will be amortized over a period of eight years.

 

On May 12, 1999, HickoryTech sold its 6.4% equity interest in Midwest Wireless Communications, LLC (MWC), a rural cellular telecommunications provider in southern Minnesota, to MWC. HickoryTech recorded a pre-tax gain on the sale of $9,207,000 ($5,213,000 net of tax). The investment was accounted for under the equity method and was included with Investments prior to its sale in May 1999. The equity interest was reflected in the operations of the Telephone Sector.

 

On June 1, 1999, HickoryTech acquired the Metro A-2 cellular property. The property surrounds the metropolitan Twin Cities area and is located in five Minnesota counties and in one Wisconsin county. The population of the serving area is 170,000. The acquisition was accounted for under the purchase method of accounting. Accordingly, the purchase price has been allocated to the assets acquired based upon their fair values. The total purchase price was approximately $41,500,000. HickoryTech allocated $36,600,000 of the purchase price to the FCC license acquired and $4,900,000 to the cellular network and cellular tower sites. HickoryTech financed $30,000,000 of the acquisition from its revolving credit facility and paid the remainder of the purchase price with available funds. The operations of the Metro A-2 acquisition are included in the Wireless Services Sector.

 

NOTE 3 — INVESTMENTS AND FINANCIAL INSTRUMENTS

Substantially all investments include investments accounted for using the cost method of accounting. The fair value of HickoryTech’s long-term obligations, after deducting current maturities, is estimated to be $170,923,000at December 31, 2001 and $145,635,000 at December 31, 2000, compared to carrying values of $169,659,000 and $147,433,000 respectively. The fair value estimates are based on the overall weighted interest rates and maturity compared to rates and terms currently available in the long-term financing markets.

 

31



 

NOTE 4 - BUSINESS SEGMENTS

HickoryTech’s operations are conducted in five business segments as: (i) Telephone Sector, (ii) Communications Services Sector, (iii) Wireless Services Sector, (iv) Information Solutions Sector and (v) Enterprise Solutions Sector.  The Telephone Sector provides telephone services to Mankato and adjacent areas of south central Minnesota and to eleven communities in northwest Iowa. The Telephone Sector also operates fiber optic cable transport facilities in Minnesota. The Telephone Sector also included the operations of Amana Colonies Telephone Company, a local telephone exchange serving the Amana Colonies in east central Iowa, which was sold in August 2001. The Communications Services Sector offers an alternative choice for local telecommunications service, known as CLEC (Competitive Local Exchange Carrier) service in the telecommunications industry, to customers in Minnesota and Iowa not currently in HickoryTech’s Telephone Sector’s service area. In addition, the Communications Services Sector resells long distance service to Minnesota and Iowa subscribers. The Wireless Services Sector provides cellular telephone service to seven counties in south central Minnesota and a service area around the Minneapolis/St. Paul, Minnesota metropolitan area. The Wireless Services Sector also provides PCS service to the Minnesota BTAs of Mankato-Fairmont and Rochester-Austin-Albert Lea. The Information Solutions Sector provides data processing and related services to HickoryTech’s other sectors and to other external telephone companies, municipalities and utilities. The Enterprise Solutions Sector designs, sells, installs and services business telephone systems and data communications equipment primarily in metropolitan Minneapolis/St. Paul, Minnesota.

 

Business segment information for the years 2001, 2000 and 1999 is as follows.  Certain amounts from the Telephone Sector and the Communications Services Sector have been reclassified in 2000 and 1999 to reflect internet operations as part of the Communications Services Sector.

 

32



 

BUSINESS SEGMENT DATA

Years Ended December 31

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

Comm.

 

Wireless

 

Information

 

Enterprise

 

and

 

 

 

 

 

Telephone

 

Services

 

Services

 

Solutions

 

Solutions

 

Eliminations

 

Consolidated

 

 

 

(Dollars in Thousands)

 

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from Unaffiliated Customers

 

$

55,167

 

$

11,197

 

$

17,655

 

$

4,085

 

$

20,374

 

$

 

$

108,478

 

Intersegment Revenues

 

4,114

 

742

 

 

5,022

 

 

(9,878

)

 

Total

 

59,281

 

11,939

 

17,655

 

9,107

 

20,374

 

(9,878

)

108,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

8,766

 

1,879

 

4,254

 

1,129

 

359

 

407

 

16,794

 

Operating Income/(Loss)

 

27,277

 

(5,754

)

1,303

 

408

 

1,340

 

(701

)

23,873

 

Equity in Net Income/(Loss) of Investees

 

 

 

 

(27

)

 

 

(27

)

Interest Expense

 

28

 

2

 

1

 

32

 

 

10,624

 

10,687

 

Income Taxes

 

11,134

 

(2,427

)

472

 

89

 

520

 

(3,817

)

5,971

 

Net Income/(Loss)

 

15,893

 

(3,492

)

668

 

128

 

748

 

(5,207

)

8,738

 

Identifiable Assets

 

100,859

 

50,125

 

95,069

 

8,825

 

10,861

 

17,553

 

283,292

 

Investment in Equity Method Investees

 

 

 

 

60

 

 

 

60

 

Capital Expenditures

 

8,812

 

19,626

 

2,694

 

1,347

 

213

 

176

 

32,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from Unaffiliated Customers

 

$

52,662

 

$

7,944

 

$

18,899

 

$

4,287

 

$

18,511

 

$

 

$

102,303

 

Intersegment Revenues

 

3,151

 

960

 

 

4,668

 

 

(8,779

)

 

Total

 

55,813

 

8,904

 

18,899

 

8,955

 

18,511

 

(8,779

)

102,303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

8,101

 

846

 

4,277

 

380

 

337

 

327

 

14,268

 

Operating Income/(Loss)

 

25,896

 

(5,219

)

2,226

 

706

 

(308

)

(958

)

22,343

 

Equity in Net Income of Investees

 

 

 

 

23

 

 

 

23

 

Interest Expense

 

32

 

 

2

 

 

1

 

9,768

 

9,803

 

Income Taxes

 

10,563

 

(2,177

)

907

 

295

 

(174

)

(4,127

)

5,287

 

Extraordinary Loss on Debt Extinguishment

 

 

 

 

 

 

(233

)

(233

)

Cumulative Effect of Accounting Change

 

(20

)

 

 

 

 

 

(20

)

Net Income/(Loss)

 

15,190

 

(3,131

)

1,227

 

427

 

(250)

 

(5,758

)

7,705

 

Identifiable Assets

 

106,157

 

31,935

 

86,108

 

4,585

 

9,989

 

16,713

 

255,487

 

Investment in Equity Method Investees

 

 

 

 

87

 

 

 

87

 

Capital Expenditures

 

15,028

 

19,197

 

4,981

 

123

 

157

 

176

 

39,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from Unaffiliated Customers

 

$

49,178

 

$

4,170

 

$

16,897

 

$

4,368

 

$

22,576

 

$

 

$

97,189

 

Intersegment Revenues

 

3,936

 

547

 

 

3,146

 

 

(7,629

)

 

Total

 

53,114

 

4,717

 

16,897

 

7,514

 

22,576

 

(7,629

)

97,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

7,519

 

327

 

3,204

 

254

 

319

 

224

 

11,847

 

Operating Income/(Loss)

 

23,871

 

(4,153

)

3,347

 

(486

)

 

 

(2,097

)

21,619

 

Equity in Net Income of Investees

 

445

 

 

 

85

 

 

 

530

 

Interest Expense

 

41

 

 

1

 

 

 

6,471

 

6,513

 

Income Taxes

 

10,007

 

(1,767

)

1,350

 

(157

)

392

 

775

 

10,600

 

Net Income/(Loss)

 

14,433

 

(2,525

)

1,931

 

(221

)

565

 

483

 

14,666

 

Identifiable Assets

 

95,364

 

12,717

 

85,136

 

4,041

 

10,939

 

6,607

 

214,804

 

Investment in Equity Method Investees

 

 

 

 

764

 

 

 

764

 

Capital Expenditures

 

12,710

 

11,137

 

4,251

 

148

 

269

 

16

 

28,531

 

 

33



 

NOTE 5 – STOCK COMPENSATION

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 their compensation. The price at which the shares can be purchased is 85% of the lower fair market value for such shares on two specified dates in each plan year. As of December 31, 2001, there were 900,000 common shares reserved for this plan and 665,801 shares still available for issuance. At December 31, 2001, employees had subscribed to purchase approximately 22,000 shares in the current plan year ending August 31, 2002.

 

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 the date of purchase.  As of December 31, 2001, there were 300,000 common shares reserved for this plan and 269,399 shares still available for future grants.

 

HickoryTech also offers a directors’ stock option plan to attract and retain outside directors. The plan provides for each outside director to receive fully vested options to purchase 5,000 shares of common stock of HickoryTech at an exercise price equal to the fair market value on the date of grant if HickoryTech meets pre-established financial objectives. The options may be exercised no later than ten years after the date of grant. As of December 31, 2001, there were 300,000 common shares reserved for this plan and 171,000 shares available for future grants.

 

HickoryTech’s stock award plan provides for the granting of incentive stock options, non-qualified stock options and stock awards. The plan provides for stock awards based on the attainment of certain financial targets and for individual achievements. In addition, for one component of the plan, HickoryTech utilizes a trust account for the funding of a long-term performance award. In 2001, 2000 and 1999, HickoryTech paid cash of $157,000, $170,000 and $607,000 for its common stock shares and issued these shares, 8,904, 12,038 and 47,751 in 2001, 2000 and 1999, respectively, to a trust for the benefit of certain key employees. The stock options issued under the stock option component of the stock award plan may be exercised no later than ten years after the date of grant, with one-third of the options vesting each year. As of December 31, 2001, there were 1,750,000 common shares reserved for this plan and 1,187,050 shares available for future grants.

 

HickoryTech has elected to apply Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its employee and directors’ stock compensation plans. If HickoryTech had elected to recognize compensation cost based on the fair value of the options as prescribed by SFAS No. 123, the following results would have occurred using the Black-Scholes option-pricing model to determine the fair value of the options with the following listed assumptions:

 

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands, Except Per Share Amounts)

 

Pro Forma Net Income

 

$

8,416

 

$

7,280

 

$

14,514

 

Pro Forma Basic EPS

 

$

0.61

 

$

0.53

 

$

1.06

 

Pro Forma Diluted EPS

 

$

0.60

 

$

0.52

 

$

1.06

 

Volatility

 

32.8

%

30.6

%

24.8

%

Dividend Yield

 

2.5

%

3.1

%

3.9

%

Risk-Free Interest Rates

 

5.0

%

6.4

%

5.5

%

Expected Life in Years

 

7

 

7

 

7

 

 

A summary of the stock option activity of the plans is as follows:

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

Shares

 

Exercise Price

 

 

 

2001

 

2000

 

1999

 

2001

 

2000

 

1999

 

Outstanding at

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of Year

 

343,781

 

226,781

 

153,984

 

$

12.46

 

$

11.07

 

$

10.72

 

Granted

 

138,400

 

137,750

 

100,000

 

15.62

 

14.66

 

11.36

 

Exercised

 

 

(15,384

)

(12,313

)

 

11.81

 

9.88

 

Forfeited

 

 

(5,366

)

(14,890

)

 

11.87

 

10.40

 

Outstanding at

 

 

 

 

 

 

 

 

 

 

 

 

 

End of Year

 

482,181

 

343,781

 

226,781

 

$

13.37

 

$

12.46

 

$

11.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at

 

 

 

 

 

 

 

 

 

 

 

 

 

End of Year

 

312,040

 

214,736

 

119,083

 

$

12.86

 

$

11.81

 

$

10.99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Fair

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Options Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

During the Year

 

$

5.00

 

$

4.66

 

$

2.59

 

 

 

 

 

 

 

 

The following table provides certain information with respect to stock options outstanding at December 31, 2001:

 

 

 

 

 

Weighted

 

Weighted

 

 

 

Stock

 

Average

 

Average

 

Range of

 

Options

 

Exercise

 

Remaining

 

Exercise Prices

 

Outstanding

 

Price

 

Contractual Life

 

$  9.00 - $12.00

 

154,131

 

$

10.24

 

5.3 years

 

$12.00 - $16.00

 

251,400

 

13.82

 

8.3 years

 

$16.00 - $21.00

 

76,650

 

18.19

 

9.3 years

 

 

 

482,181

 

$

13.37

 

7.5 years

 

 

34



 

The following table provides certain information with respect to stock options exercisable at December 31, 2001:

 

 

 

 

 

Weighted

 

Range of

 

Stock Options

 

Average

 

Exercise Prices

 

Exercisable

 

Exercise Price

 

$  9.00 - $12.00

 

132,382

 

$

10.18

 

$12.00 - $16.00

 

134,404

 

13.66

 

$16.00 - $21.00

 

45,254

 

18.30

 

 

 

312,040

 

$

12.86

 

 

All stock options granted in 2001, 2000 and 1999 had an exercise price equal to the fair market value of HickoryTech’s common stock on the date of grant.

 

Other stock award activity is as follows:

 

 

 

2001

 

2000

 

1999

 

Stock Awards Granted

 

9,470

 

17,750

 

23,903

 

Weighted Average Fair Value of Stock Awards Granted During the Year

 

$

17.43

 

$

14.76

 

$

12.55

 

 

Stock compensation expense for 2001, 2000 and 1999 was $217,000, $660,000 and $890,000, respectively, for all stock compensation plans.

 

NOTE 6– DEBT AND OTHER OBLIGATIONS

Long-term obligations consist of the following:

 

 

 

2001

 

2000

 

 

 

(Dollars in Thousands)

 

Credit Facility, Average 5.3%, maturing in varying amounts through 2009

 

$

170,000

 

$

148,000

 

Notes Payable to Rural Utilities Service

 

 

585

 

Notes Payable to Rural Telephone Bank

 

 

65

 

Capitalized Lease Obligations, 6.5%, maturing June 2005

 

901

 

 

 

 

 

 

 

 

Total

 

170,901

 

148,650

 

Less Current Maturities

 

1,242

 

1,217

 

Long–Term Obligations

 

$

169,659

 

$

147,433

 

 

HickoryTech has a $224,000,000 credit facility with a syndicate of banks. The credit facility is comprised of a $125,000,000 revolving credit component and a $99,000,000 term loan component.  The available line of credit on the $125,000,000 revolving credit component decreases in increments beginning in March 2004 with a final maturity date in September 2008.  The term loan requires equal quarterly principal payments of $250,000 during the period March 2001 to December 2008, and $23,000,000 of principal payments per quarter in 2009. The weighted average interest rate associated with this credit facility varies with LIBOR and certain other rates and was 5.30% and 8.69% at December 31, 2001 and 2000, respectively. The term loan component has a provision whereby HickoryTech periodically receives patronage capital refunds depending on the amount of interest paid. This patronage refund is recorded as an offset to interest expense and amounted to $807,000 in 2001 and $399,000 in 2000. As of December 31, 2001, HickoryTech had drawn $170,000,000 on this credit facility, comprised of $99,000,000 in term loan and $71,000,000 in revolving credit, and had $54,000,000 of available borrowing capacity of the revolving credit component. The credit facility is collateralized by certain property, plant and equipment and contains covenants relating to cash flow and capitalization.

 

In June 2000, HickoryTech amended and increased its $90,000,000 unsecured revolving credit facility with a syndicate of banks to $125,000,000. Proceeds from the increased credit facility were used to repay $40,000,000 of senior unsecured notes dated April 1997. As a result of the extinguishment of the senior unsecured notes, HickoryTech recorded an extraordinary loss of $233,000, net of an income tax benefit of $158,000.

 

In December 2001, HickoryTech repaid the outstanding balance remaining on its debt with Rural Utilities Service and the Rural Telephone Bank. These loans were originally used for the financing of telephone property, plant and equipment of Mid-Communications, Inc. and were scheduled to mature in the years 2003 and 2007, respectively.

 

Annual requirements for principal payments for the years subsequent to 2001 are as follows: 2002 - $1,000,000; 2003 - $1,000,000; 2004 - $1,000,000; 2005 - $1,000,000; 2006 - $11,063,000 and thereafter - $154,937,000.

 

35



 

HickoryTech’s Information Solutions Sector leases certain computer equipment under a capital lease arrangement. HickoryTech has recorded the present value of the future minimum lease payments as a capitalized asset and related lease obligation. Assets under this capital lease are included in property, plant and equipment and amounted to $911,000 ($1,041,000 asset, net of accumulated depreciation of $130,000) as of December 31, 2001. Annual requirements for future lease payments under this capital lease are as follows:

 

Year

 

Annual Lease Payments

 

2002

 

$

294,816

 

2003

 

294,816

 

2004

 

294,816

 

2005

 

122,840

 

Total minimum lease payments

 

1,007,288

 

Amount representing interest

 

106,188

 

Present value of minimum lease payments

 

$

901,100

 

 

HickoryTech owns most of its major facilities, but does lease certain office space, land and equipment under principally noncancelable operating leases.  Rental expense was $2,033,000 in 2001, $2,295,000 in 2000 and $1,619,000 in 1999. At December 31, 2001, future minimum lease obligations for the next five years are as follows: 2002 - $1,068,000; 2003 - $839,000; 2004 - $632,000; 2005 - $278,000; 2006 - $164,000 and thereafter - $816,000.

 

NOTE 7 - EMPLOYEE RETIREMENT BENEFITS

Employees who meet certain service requirements are covered under a defined contribution retirement savings plan, which includes IRS Section 401(k) provisions. HickoryTech contributes up to 6.0% of the employee’s eligible compensation, based on the employee’s voluntary contribution. HickoryTech also offers an employee profit sharing provision with the 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 provision, HickoryTech contributes up to 2.0% of the eligible employee group compensation into retirement savings plan accounts if the HickoryTech sectors achieve specific earnings targets. HickoryTech contributions and costs for the retirement savings plan were $1,128,000  in 2001, $1,018,000 in 2000 and $1,007,000 in 1999.

 

In addition to providing retirement savings benefits, HickoryTech provides postretirement health care and life insurance benefits for certain employees. HickoryTech is not currently funding these postretirement benefits, but has accrued these liabilities.

 

 

 

2001

 

2000

 

 

 

(Dollars in Thousands)

 

Change in Benefit Obligation

 

 

 

 

 

Benefit Obligation at Beginning of Year

 

$

1,712

 

$

1,448

 

Net Periodic Benefit Cost

 

364

 

369

 

Benefits Paid

 

(106

)

(105

)

Benefit Obligation at End of Year

 

$

1,970

 

$

1,712

 

 

 

 

 

 

 

Accumulated Postretirement Benefit Obligation

 

$

4,479

 

$

2,693

 

Unrecognized Transition Obligation

 

(660

)

(720

)

Unrecognized Prior Service Cost

 

119

 

130

 

Unrecognized Cumulative Net Loss

 

(1,968

)

(391

)

Accrued Benefit Cost

 

$

1,970

 

$

1,712

 

 

 

 

2001

 

2000

 

1999

 

Components of Net Periodic Benefit Cost

 

 

 

 

 

 

 

Service Cost

 

$

112

 

$

117

 

$

92

 

Interest Cost

 

198

 

186

 

173

 

Amortization of Unrecognized:

Transition Obligation

 

60

 

60

 

60

 

Prior Service Cost

 

(12

)

(12

)

(12

)

Cumulative Net Loss

 

6

 

18

 

21

 

Net Periodic Benefit Cost

 

$

364

 

$

369

 

$

334

 

 

The health care cost trend rate used in determining the accumulated postretirement benefit obligations was 9%, decreasing to 8% in the year 2003, decreasing to 6% in the year 2007 and then decreasing to 5% for the years thereafter.  An increase of one percentage point in the assumed health care cost trend would increase the accumulated postretirement benefit obligation at December 31, 2001 by $716,000 and the net periodic post-retirement benefit cost for the year then ended by $64,000. A decrease of one percentage point in the assumed health care cost trend would decrease the accumulated postretirement benefit obligation at December 31, 2001 by $552,000 and the net periodic postretirement benefit cost for the year then ended by $50,000.

 

A weighted average discount rate of 7.50% was used to develop net periodic postretirement benefit cost and the actuarial present value of accumulated benefit obligations.

 

36



 

NOTE 8 - INCOME TAXES

The income tax provision (benefit) for the years ended December 31, 2001, 2000 and 1999 include the following components:

 

 

 

2001

 

2000

 

1999

 

 

 

(Dollars in Thousands)

 

Current Income Taxes:

 

 

 

 

 

 

 

Federal

 

$

571

 

$

1,936

 

$

5,995

 

State

 

183

 

601

 

1,861

 

Deferred Income Taxes:

 

 

 

 

 

 

 

Federal

 

3,954

 

1,967

 

2,094

 

State

 

1,263

 

611

 

650

 

Total Income Taxes

 

$

5,971

 

$

5,115

 

$

10,600

 

 

 

Deferred tax liabilities and assets are comprised of the following:

 

 

 

2001

 

2000

 

 

 

(Dollars in Thousands)

 

Tax Liabilities:

 

 

 

 

 

Depreciation and Fixed Assets

 

$

8,206

 

$

6,256

 

Intangible Assets

 

7,685

 

5,206

 

Other

 

80

 

 

Gross Deferred Tax Liability

 

15,971

 

11,462

 

 

 

 

 

 

 

Tax Assets:

 

 

 

 

 

Deferred Compensation and Postretirement Benefits

 

1,970

 

1,905

 

Receivables and Inventories

 

631

 

767

 

Accrued Liabilities

 

136

 

309

 

Investments

 

 

137

 

Other

 

4

 

4

 

Net Operating Loss

 

315

 

327

 

Gross Deferred Tax Asset

 

3,056

 

3,449

 

Valuation Allowance

 

(315

)

 

Net Deferred Tax Liability

 

13,230

 

8,013

 

Current Deferred Tax Asset

 

646

 

1,404

 

Net Non-Current Deferred Tax Liability

 

$

13,876

 

$

9,417

 

 

The reconciliation of the U.S. income tax rate to the effective income tax rate is as follows:

 

 

 

2001

 

2000

 

1999

 

Statutory Tax Rate

 

35.0

%

35.0

%

35.0

%

Effect of:

 

 

 

 

 

 

 

State Income Taxes Net of Federal Tax Benefit

 

6.7

 

6.4

 

6.3

 

Valuation Allowance

 

2.1

 

 

 

Other, Net

 

(3.2

)

(1.5

)

0.6

 

Effective Tax Rate

 

40.6

%

39.9

%

41.9

%

 

The valuation allowance has been recorded due to the uncertainty of realization of the benefits associated with net operating losses incurred by a subsidiary of HickoryTech in the state of Iowa.  This effectively reduces the net deferred tax asset related to these net operating loss carryforwards to $0.  Future events and changes in circumstances could cause this valuation allowance to change.

 

NOTE 9 – CHANGE IN ACCOUNTING PRINCIPLE

In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements,” which, as amended by SAB No. 101A and SAB No. 101B, provides additional guidance in applying generally accepted accounting principles for revenue recognition. Implementation of SAB No. 101 required HickoryTech to defer revenues resulting from up-front fees, including installation and activation fees, and to also defer the associated direct costs. These deferred revenues and costs are now recognized ratably over the corresponding customer relationship period. These customer relationship periods range from one to seven years. Prior to implementation of SAB No. 101 in the fourth quarter of 2000, HickoryTech recognized revenues resulting from up-front fees and the corresponding direct costs in the period  that installation and activation services were provided. As permitted by SAB No. 101, HickoryTech accounted for the change in accounting principle prospectively as a cumulative effect of accounting change retroactively to January 1, 2000. The cumulative effect of accounting change was a loss of $20,000, net of a tax benefit of $14,000.

 

NOTE 10 – RECENT ACCOUNTING DEVELOPMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.”  SFAS No. 141 requires that the purchase method of

 

37



 

accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. HickoryTech made no acquisitions after June 30, 2001 and, therefore, SFAS No. 141 had no impact on 2001 results.

 

SFAS No. 142 is effective January 1, 2002 and addresses financial accounting and reporting for acquired goodwill and other intangible assets. SFAS No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually. Those intangible assets with finite useful lives will continue to be amortized over their respective useful lives. As of December 31, 2001, HickoryTech had unamortized goodwill of $25,086,000 and recorded amortization expense related to goodwill during 2001 of $766,000. HickoryTech is still waiting for further guidance from the FASB and/or the Securities and Exchange Commission on whether its FCC licenses qualify as indefinite lived intangible assets. This guidance is expected before the end of the first quarter of 2002. As of December 31, 2001, HickoryTech had unamortized FCC licenses of $75,635,000 and recorded amortization expense related to these licenses during 2001 of $1,906,000. Upon adoption of SFAS No. 142, HickoryTech will cease amortization of its goodwill and may cease amortization of FCC licenses if they are determined to have indefinite lives under SFAS No. 142. HickoryTech is in the process of evaluating whether any of its goodwill or intangible asset values are impaired pursuant to the provisions of SFAS No. 142 and 144 (as described below). Although HickoryTech’s analysis is not complete, management currently does not expect any write-downs of the carrying value of its intangible assets or goodwill and therefore does not expect adoption of SFAS No. 142 will have a material impact on its financial position or results of operations.

 

In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations,”  which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development or normal use of the asset. SFAS No. 143 is effective January 1, 2003. HickoryTech is currently evaluating the provisions of SFAS No. 143 and does not expect that adoption will have a material impact on its financial position or its results of operations.

 

In October 2001, the FASB issued SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,” and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations – Reporting the Transactions for the Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. SFAS No. 144 also sets forth requirements for recognizing and measuring impairment losses on certain assets to be held or used.  SFAS No. 144 is effective January 1, 2002. HickoryTech is currently evaluating the provisions of SFAS No. 144 and does not expect that adoption will have a material impact on its financial position or its results of operations.

 

NOTE 11 – CONTINGENCIES

HickoryTech is involved in certain contractual disputes in the ordinary course of business. HickoryTech does not believe the ultimate resolution of any of these existing matters will have a material adverse effect on its financial position, results of operations, or cash flows.

 

NOTE 12 - QUARTERLY FINANCIAL INFORMATION (Unaudited)

 

 

 

2001

 

 

 

Total

 

4th

 

3rd

 

2nd

 

1st

 

 

 

(Dollars in thousands, except per share amounts)

 

Operating Revenues

 

$

108,478

 

$

26,734

 

$

27,559

 

$

26,954

 

$

27,231

 

Operating Income

 

23,873

 

5,541

 

6,197

 

6,007

 

6,128

 

Net Income

 

8,738

 

2,031

 

2,740

 

2,004

 

1,963

 

Fully Diluted Earnings Per Share

 

$

.62

 

$

.14

 

$

.20

 

$

.14

 

$

.14

 

Dividends Per Share

 

$

.44

 

$

.11

 

$

.11

 

$

.11

 

$

.11

 

 

 

 

2000

 

 

 

Total

 

4th

 

3rd

 

2nd

 

1st

 

Operating Revenues

 

$

102,303

 

$

26,689

 

$

25,572

 

$

26,196

 

$

23,846

 

Operating Income

 

22,343

 

5,298

 

5,884

 

5,732

 

5,429

 

Income Before Extraordinary Item and Cumulative Effect

 

7,958

 

1,522

 

2,078

 

2,283

 

2,075

 

Net Income

 

7,705

 

1,522

 

2,078

 

2,050

 

2,055

 

Fully Diluted Earnings Per Share Before Extraordinary Item and Cumulative Effect

 

$

0.57

 

$

0.10

 

$

0.15

 

$

0.17

 

$

0.15

 

Fully Diluted Earnings Per Share on Extraordinary Item and Cumulative Effect

 

$

(0.02

)

 

 

$

(0.02

)

 

Fully Diluted Earnings Per Share

 

$

0.55

 

$

0.10

 

$

0.15

 

$

0.15

 

$

0.15

 

Dividends Per Share

 

$

0.44

 

$

0.11

 

$

0.11

 

$

0.11

 

$

0.11

 

 

38



 

Item 9.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

 

None.

 

PART III

 

Item 10.     Directors and Executive Officers of HickoryTech.

 

Information as to Directors and Executive Officers of HickoryTech included on pages 3 and 5 of the Proxy Statement and “Section 16(a) Beneficial Ownership Reporting Compliance” on page 14 of the Proxy Statement are incorporated by reference.

 

Item 11.     Executive Compensation.

 

Information as to executive compensation included on pages 6 to 11 of the Proxy Statement is incorporated by reference.

 

Item 12.     Security Ownership of Certain Beneficial Owners and Management.

 

The information as to beneficial ownership of more than five percent of HickoryTech’s common stock included on page 5 of the Proxy Statement is incorporated by reference. The information as to security ownership of management included on page 4 of the Proxy Statement is incorporated by reference.

 

Item 13.     Certain Relationships and Related Transactions.

 

HickoryTech does not know of any matter required to be reported under this item.

 

39



 

PART IV

 

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

 

(a) 1.           Consolidated Financial Statements

 

                   The following is contained in the Annual Report:

 

 

 

Page(s) in 2001 Annual

 

 

 

Report on Form 10-K

 

Management’s Discussion and Analysis

 

10-22

 

Report of Management and Report of Independent Accountants

 

23

 

Consolidated Statements of Income*

 

 

 

Years Ended December 31, 2001, 2000, and 1999

 

24

 

Consolidated Balance Sheets*

 

 

 

December 31, 2001 and 2000

 

25

 

Consolidated Statements of Cash Flows*

 

 

 

Years Ended December 31, 2001, 2000, and 1999

 

26

 

Consolidated Statements of Shareholders’ Equity*

 

 

 

Years Ended December 31, 2001, 2000, and 1999

 

27

 

Notes to Consolidated Financial Statements*

 

28-37

 

Selected Financial and Operating Data

 

9

 


 

 

 

*Addressed by Report of Independent Accountants

 

 

 

 

 

 

 

    2.                Consolidated Financial Statement Schedules

 

 

 

Report of Independent Accountants

 

41

 

Schedule II – Valuation and Qualifying Accounts

 

42

 

 

All schedules not included are omitted either 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.

 

    3.                Exhibits

 

Exhibit

 

Description

 

 

 

3(a)

 

Restated Articles of Incorporation (Incorporated by reference to Exhibit 3 to the registrant’s Form 10-Q dated May 6, 1999)

3(b)

 

Restated By-Laws (Incorporated by reference to Exhibit 3(b) to the registrant’s Form 10-K dated March 29, 2000)

3(c)

 

Certificate of Designations of Series A Junior Participating Preferred Stock of Hickory Tech Corporation (Incorporated by reference to Exhibit 3(c) to the registrant’s Form 10-K dated March 29, 2000)

4(a)

 

Shareholder Rights Agreement (Incorporated by reference to Exhibit 1 to the registrant’s Form 8-A dated March 9, 1999)

4(b)

 

Second Amended and Restated Credit Agreement dated as of September 21, 2000, by and among Hickory Tech Corporation, as Borrower, the Lenders referred to herein and First Union National Bank, as Administrative Agent (Incorporated by reference to Exhibit 4 to the registrant’s Form 10-Q dated November 10, 2000)

10(a)†

 

Supplemental Retirement Agreement dated January 1, 1993, between registrant and Robert D. Alton, Jr. (Incorporated by reference to Exhibit 10(a) to the registrant’s Form S-8 dated May 11, 1993)

 

40



 

Exhibit

 

Description

 

 

 

10(b) †

 

Supplemental Retirement Agreement dated January 31, 1984, between registrant’s subsidiary, Mankato Citizens Telephone Company, and David A. Christensen (Incorporated by reference to Exhibit 10(b) to the registrant’s Form S-8 dated May 11, 1993)

10(c) †

 

Hickory Tech Corporation Executive Incentive Plan (Incorporated by reference to Exhibit 10(c) to the registrant’s Form S-8 dated May 11, 1993)

10(d) †

 

Change in Control Agreement dated June 25, 1998, between registrant and Robert D. Alton (Incorporated by reference to Exhibit 10(d) to the registrant’s Form 10-K dated March 29, 2000)

10(e) †

 

Change in Control Agreement dated June 25, 1998, between registrant and Jon L. Anderson, David A. Christensen, John W. Finke, Mary T. Jacobs, F. Ernest Lombard and Bruce H. Malmgren (Incorporated by reference to Exhibit 10(e) to the registrant’s Form 10-K dated March 29, 2000)

10(g) †

 

Hickory Tech Corporation Directors’ Stock Option Plan Amended and Restated March 29, 2000 (Incorporated by reference to Exhibit 10 to the registrant’s Form 10-Q dated May 5, 2000)

10(h) †

 

Employment Agreement dated January 1, 1993, between registrant and Robert D. Alton, Jr. (Incorporated by reference to Exhibit 10(h) to the registrant’s Form S-8 dated May 11, 1993)

10(i) †

 

Hickory Tech Corporation Retainer Stock Plan for Directors Restated and Amended effective September 1, 1996 (Incorporated by reference to Exhibit 10(m) to the registrant’s Form 10-Q dated August 12, 1996)

10(j) †

 

Hickory Tech Corporation Retirement Savings Plan and Trust, as amended (Incorporated by reference to Exhibit 10(j) to the registrant’s Form S-8 dated May 11, 1993)

10(k) †

 

Hickory Tech Corporation Amended and Restated Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10(j) to the registrant’s Form 10-Q dated August 12, 1996)

10(l) †

 

Hickory Tech Corporation 1993 Stock Award Plan (Amended and Restated effective January 29, 1997) (Incorporated by reference to Exhibit 10(l) to the registrant’s Form 10-K dated March 26, 1997)

10(m)

 

Agreement for Sale of Amana Colonies Telephone Company Assets, dated July 21, 2000 (Incorporated by reference to Exhibit 99 to the registrant’s Form 10-Q dated August 11, 2000)

10(n)

 

Agreement for Purchase and Sale of Assets dated as of September 29, 2000 between Internet Connections, Inc., as Seller and Hickory Tech Corporation, as Buyer (Incorporated by reference to Exhibit 10(n) to the registrant's Form 10-K dated March 29, 2001)

21 *

 

Subsidiaries of Hickory Tech Corporation

23 *

 

Consent of Independent Accountants

99 *

 

Cautionary Statement for Purposes of the “Safe Harbor” Provision of the Private Securities Litigation Reform Act of 1995

 


*           Filed herewith.

†           Management compensation plan or arrangement required to be filed as an exhibit.

 

b) 1.            Reports on Form 8-K

 

No reports on Form 8-K were filed during the last quarter of the period ended December 31, 2001.

 

41



 

Report of Independent Accountants on Financial Statement Schedules

 

To the Shareholders and Board of Directors of

Hickory Tech Corporation

 

Our audits of the consolidated financial statements referred to in our report dated February 1, 2002 also included an audit of the financial statement schedules listed in Item 14(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

 

PricewaterhouseCoopers LLP

Minneapolis, Minnesota

February 1, 2002

 

42



 

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

 

ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS:

 

 

 

Years Ended December 31,

 

 

 

2001

 

2000

 

1999

 

 

 

(In Thousands)

 

Balance, at beginning of year

 

$

961

 

$

413

 

$

618

 

 

 

 

 

 

 

 

 

 

 

 

Additions charged to income

 

782

 

1,005

 

9

 

Write-offs, net of recoveries

 

(512

)

(457

)

(214

)

 

 

 

 

 

 

 

 

Balance, at end of year

 

$

1,231

 

$

961

 

$

413

 

 

INVENTORY VALUATION RESERVE:

 

 

 

Years Ended December 31,

 

 

 

2001

 

2000

 

1999

 

 

 

(In Thousands)

 

Balance, at beginning of year

 

$

836

 

$

1,016

 

$

55

 

 

 

 

 

 

 

 

 

 

 

 

Additions charged to income

 

95

 

 

961

 

Reductions

 

(73

)

(180

)

 

 

 

 

 

 

 

 

 

Balance, at end of year

 

$

858

 

$

836

 

$

1,016

 

 

 

43



 

SIGNATURES

 

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated:

March 1, 2002

 

HICKORY TECH CORPORATION

 

 

 

 

      By: 

/s/ David A. Christensen

 

 

David A. Christensen, Secretary,

 

 

Vice President, Chief Financial Officer

 

 

and Treasurer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

/s/  Robert D. Alton, Jr.

 

March 1, 2002

 

 

Robert D. Alton, Jr.

 

 

 

Chairman, President, Chief Executive Officer and Director

 

 

 

(principal executive officer)

 

 

 

 

 

 

 

/s/ David A. Christensen

 

March 1, 2002

 

 

David A. Christensen, Secretary,

 

 

 

Vice President, Chief Financial Officer and Treasurer

 

 

 

(principal financial officer and principal accounting officer)

 

 

 

 

 

 

 

/s/  Lyle T. Bosacker

 

March 1, 2002

 

 

Lyle T. Bosacker, Director

 

 

 

 

 

 

 

/s/ Robert K. Else

 

March 1, 2002

 

 

Robert K. Else, Director

 

 

 

 

 

 

 

/s/  Lyle G. Jacobson

 

March 1, 2002

 

 

Lyle G. Jacobson, Director

 

 

 

 

 

 

 

/s/  R. Wynn Kearney, Jr.

 

March 1, 2002

 

 

R. Wynn Kearney, Jr., Director

 

 

(a majority of directors)

 

44