The Phonery segment represented 10.1% of the consolidated operating revenues for the three months ended June 30, 2008 and 10.6% of the consolidated operating revenues for the six months ended June 30, 2008 before intercompany eliminations. Revenues are earned primarily by sales, installation and service of business telephone systems and data communications equipment. In addition, the Phonery segment leases network capacity to provide additional network access revenues and resells long distance toll service. This segment’s expertise is the quality installation and maintenance of customer premise equipment (CPE), provision of customer long distance needs and transport solutions in communication to end user customers. All information contained in the following table is before intercompany eliminations.
Operating revenue increased $479,343, or 105.0%, for the three months ended June 30, 2008 compared to the same period in 2007. Operating revenue increased $1,003,992, or 106.1% for the six months ended June 30, 2008, due to the acquisition of HTC. Without the addition of HTC, operating revenues would have decreased 3.3%. This decrease in the Phonery segment’s revenues was primarily due to revenue decreases in the resale of long distance toll and CPE sales.
Operating expenses, excluding depreciation and amortization, increased $353,337 or 144.7% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. Operating expenses, excluding depreciation and amortization, increased $725,412 or 154.6% for the six months ended June 30, 2008 compared to the same period in 2007, primarily due to the acquisition of HTC. Without the addition of HTC, the operating expenses would have decreased 1.3%. This segment strives for cost efficiencies, while continuing to endeavor to reach the customer service goal of 100% customer satisfaction. This segment continues to seek new technologies to better serve customer needs and to operate efficiently.
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Depreciation and amortization expenses increased $32,430 or 295.7% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. Depreciation and amortization expenses increased $57,115 or 205.6% for the six months ended June 30, 2008 compared with the six months ended June 30, 2008, primarily due to the acquisition of HTC. The 2008 increase is indicative of the continued investment in this segment’s assets.
Operating income increased by $93,576 or 46.5% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. Operating income increased by $221,465 or 49.3% for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. This increase in income was the result of the addition of HTC.
LIQUIDITY AND CAPITAL RESOURCES
Capital Structure
The total long-term capital structure (long-term debt plus shareholders’ equity) for the Company was $113,752,778 at June 30, 2008, reflecting 50.3% equity and 49.7% debt. This compares to a capital structure of $53,373,566 at December 31, 2007, reflecting 99.8% equity and 0.2% debt. The significant increase in debt results from the borrowings used to acquire HTC. Management believes adequate internal and external resources are available to finance ongoing operating requirements, including capital expenditures, business development, debt service and the payment of dividends for at least the next 12 months.
Cash Flows
Cash provided by operations was $6,638,315 for the six-month period ended June 30, 2008 compared to cash used by operations of $19,836,572 for the six-month period ended June 30, 2007. The cash flows provided by operations for the six months ended June 30, 2008 were primarily the result of net income and non-cash expenses for depreciation and amortization, offset by the gain on the sale of MWH. The cash flows used by operations for the six months ended June 30, 2007 were primarily due to the payment of income taxes, partially offset by net income and non-cash expenses for depreciation and amortization.
Cash flows used in investing activities were $64,399,477 for the six months ended June 30, 2008 compared to $1,586,722 provided by investing activities for the same period in 2007, primarily as a result of the acquisition of HTC in January 2008, offset in part by the receipt of $5,123,797 in proceeds from the sale of MWH and $1,454,231 from the sale of marketable securities. Capital expenditures relating to on-going businesses were $1,412,962 during the first six months of 2008 as compared to $1,405,078 for the same period in 2007. The Company operates in a capital-intensive business. The Company is continuing to upgrade its local networks for changes in technology to provide the most advanced services to its customers. The Company expects total plant additions of approximately $4,000,000 in 2008. The Company will finance these upgrades from working capital.
Cash flows provided by financing activities were $55,410,156 for the six months ended June 30, 2008 compared to cash flows used by financing activities of $1,039,893 for the six months ended June 30, 2007. Included in cash flows provided and used in financing activities were debt repayments, issuance of long-term debt, and dividend payments.
Dividends
The Company paid dividends of $1,023,087 during the first six months of 2008 and $1,023,087 during the first six months of 2007. This represented dividends of $.10 per share per quarter. The Company continues to reinvest in its infrastructure while maintaining dividends to shareholders. The Board of Directors reviews dividend declarations based on anticipated earnings, capital requirements and the operating and financial condition of the Company. The Company does not expect the payment of regular dividends at the existing level to negatively affect its liquidity.
The Company’s loan agreements have put restrictions on the ability of the Company to pay cash dividends to its shareholders. However, the Company is allowed to pay dividends (a) (i) in an amount up to $2,050,000 in any year and (ii) in any amount if New Ulm’s “Total Leverage Ratio,” that is, the ratio of its “Indebtedness” to “EBITDA” (in each case as defined in the loan documents) is equal to or less than 3:50 to 1:00, and (b) in either case if New Ulm is not in default or potential default under the loan agreements.
Sale of MWH
See Financial Statements Note 11 of this Form 10-Q.
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Working Capital
The Company had working capital of $6,950,351 as of June 30, 2008, compared to working capital of $9,289,613 as of December 31, 2007. The ratio of current assets to current liabilities was 2.4:1.0 as of June 30, 2008 and 4.9:1.0 as of December 31, 2007.
Long-Term Debt
See Financial Statements Note 4 of this Form 10-Q.
Other
The Company has not conducted a public equity offering. It operates with original equity capital, retained earnings and indebtedness.
By utilizing cash flow from operations and current cash balances, the Company feels it has adequate resources to meet its anticipated operating, capital expenditures, and debt service requirements.
Recent Accounting Developments
May 2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles,” which has been established by the FASB as a framework for entities to identify the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with US GAAP. SFAS No. 162 is not expected to result in a change in current practices. SFAS No. 162 is effective 60 days following the Securities and Exchange Commission’s (“SEC”) approval of the Public Company Accounting Oversight Board’s (“PCAOB”) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” Accordingly, the Company will adopt SFAS No. 162 within the required period.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133.” SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities and is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company will be assessing the impact of SFAS No. 161 on its disclosures.
On January 1, 2008, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, for its financial assets and liabilities. The Company’s adoption of SFAS No. 157 did not impact its financial position, results of operations, liquidity or disclosures, as there were no financial assets or liabilities that are measured at fair value on a recurring basis as of January 1, 2008. In accordance with FASB Staff Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157, the Company elected to defer until January 1, 2009, the adoption of SFAS No. 157 for all non-financial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. This includes goodwill and non-financial long-lived assets that are measured at fair value in impairment testing. The Company cannot predict the impact on the Company’s financial position, results of operations or liquidity due to the adoption of SFAS No. 157 for those non-financial assets and liabilities within the scope of FSP 157-2.
SFAS 157 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also describes three levels of inputs that may be used to measure fair value:
| • | Level 1 – quoted prices in active markets for identical assets and liabilities. |
| • | Level 2 – observable inputs other than quoted prices in active markets for identical assets and liabilities. |
| • | Level 3 – unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions. |
The fair value of the Company’s interest-rate swap agreements discussed in Financial Statements Note 5, were determined based on Level 2 inputs.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have operations subject to risks of foreign currency fluctuations. The Company does, however, use derivative financial instruments to manage exposure to interest rate fluctuations. The Company’s objectives for holding derivatives are to minimize interest rate risks using the most effective methods to eliminate or reduce the impact of these exposures. Variable rate debt instruments are subject to interest rate risk. On March 19, 2008, the Company executed interest-rate swap agreements, effectively locking in the interest rate on $6,000,000 of variable-rate debt through March of 2011 and $33,000,000 of variable-rate debt through March 2013. On June 23, 2008, the Company executed interest-rate swap agreements, effectively locking in the interest rate on $3,000,000 of variable-rate debt through June of 2011 and $3,000,000 of variable-rate debt through June 2013. A summary of these agreements is contained in Note 5.
The cumulative gain or loss on current derivative instruments is reported as a component of accumulated other comprehensive income (loss) in shareholders’ equity and is recognized in earnings when the term of the protection agreement is concluded. Our earnings are affected by changes in interest rates as a portion of our long-term debt has variable interest rates based on LIBOR. If interest rates for the portion of our long-term debt based on variable rates had averaged 10% more for the quarter ended June 30, 2008, our interest expense would have increased $170,000.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, regarding the effectiveness, as of June 30, 2008, of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon that evaluation, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer have concluded that its disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, in a manner that allows timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors described in our annual report on Form 10-K for the year ended December 31, 2007.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the shareholders of the Company was held May 29, 2008 in New Ulm, Minnesota. The total number of shares outstanding and entitled to vote at the meeting was 5,115,435 of which 3,545,058 shares were present either in person or by proxy. The election of directors was the only matter presented to shareholders.
Two directors were elected to serve three-year terms. The names of the directors elected at the annual meeting and the applicable votes were as follows:
DIRECTOR | | FOR | | WITHHELD | | BROKER NON-VOTES | |
| | |
Paul Erick | | 3,495,000 | | 50,058 | | 57,653 | |
Duane Lambrecht | | 3,473,755 | | 55,103 | | 57,653 | |
The Board Members continuing and whose terms expire at subsequent annual meetings are as follows:
2009 Annual Meeting | | 2010 Annual Meeting |
| | |
Rosemary Dittrich | | James Jensen |
Mary Ellen Domeier | | Perry Meyer |
Gary Nelson | | |
ITEM 5. OTHER INFORMATION
Sale of MWH
See Financial Statements Note 11 of this Form 10-Q.
SWAP Agreements
See Financial Statements Note 5 of this Form 10-Q.
ITEM 6. EXHIBITS
See “Index to Exhibits” on page 37 of this Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | NEW ULM TELECOM, INC. |
Dated: August 8, 2008
| | By | /s/ Bill Otis
|
| | | Bill Otis, President and Chief Executive Officer |
| | |
Dated: August 8, 2008
| | By | /s/ Nancy Blankenhagen
|
| | | Nancy Blankenhagen, Chief Financial Officer |
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INDEX TO EXHIBITS
Exhibit
31.1 | Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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