The number of access lines we serve as an ILEC has been decreasing, which is consistent with a general industry trend. To help offset declines in local service revenue, we implemented an overall strategy that continues to focus on selling a competitive bundle of services. Our focus on marketing competitive service bundles to our customers helps create value for the customer and aids in the retention of our voice lines.
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Long Distance – Our end-user customers are billed for toll or long-distance services on either a per-call or flat-rate basis. This includes the provision of directory assistance and operator services. Long distance revenue was $183,176, which is $1,293, or 0.7% higher in the three months ended September 30, 2010 compared to the three months ended September 30, 2009. This increase was primarily due to an increase in customer usage of our long distance services for the three months ended September 30, 2010 compared to September 30, 2009. Long distance revenue was $523,284, which is $54,403 or 9.4% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. This decrease was primarily the result of the loss of 2.9% of our customer base from September 30, 2010 compared to September 30, 2009, as customers are utilizing other technologies such as wireless and IP services to satisfy their long distance communication needs.
Bill Processing – We provide bill processing and collection as a service to other telephone service providers. We receive a fee for providing this service. The revenue received for these services has been declining as more providers are directly billing their customers and as we limit other telephone and enhanced service providers access to our billing services.
Cellular – Prior to September 1, 2009, we were an authorized agent for Alltel. As an authorized agent, we earned revenue through the sales and service of cellular phone and accessories. In addition, we received commissions for selling Alltel services. In the fourth quarter of 2009, we began offering a Company-branded service (Tech Trends Wireless) and agency sales for Unicel. Due to these changes in our cellular revenue structure starting in 2009, our cellular revenue was $16,892, which is $61,655, or 78.5% lower in the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and was $43,415, which is $357,047, or 89.2% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009.
Other Revenue – Other revenue consists primarily of sales of customer premise equipment (CPE), transport services, maintenance and adds/moves/change revenue. Other revenue was $943,262, which is $92,647, or 10.9% higher in the three months ended September 30, 2010 compared to the three months ended September 30, 2009. This increase was primarily due to an increase in CPE revenue for the three months ended September 30, 2010 compared to September 30, 2009. Other revenue was $2,687,280, which is $324,716, or 10.8% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. This decrease was primarily the result of a decrease in CPE revenue due to the current United States economic downturn as customers are delaying the replacement and upgrades of their equipment.
Cost of Services (excluding Depreciation and Amortization)
Cost of services (excluding depreciation and amortization) was $3,113,583, which is $202,744, or 7.0% higher in the three months ended September 30, 2010 compared to the three months ended September 30, 2009. This increase was primarily due to increased software and hardware maintenance expense associated with our new billing and accounting systems, which were implemented in the third quarter of 2009 and increased labor expense in 2010 as we had capitalized labor in 2009 associated with the implementation of our new billing and accounting systems. Cost of services (excluding depreciation and amortization) was $8,770,402, which is $500,303, or 5.4% lower in the nine months ended September 30, 2010 compared to September 30, 2009. This decrease was primarily due to management efforts to contain costs in the current economic climate.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $1,560,605, which is $44,349, or 2.8% lower in the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and was $4,711,784, which is $383,453, or 7.5% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. The decreases were primarily due to management efforts to contain costs in the current economic climate.
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Depreciation and Amortization
Depreciation and amortization was $2,448,099, which is $65,489, or 2.7% higher in the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and was $7,387,098, which is $282,231, or 4.0% higher in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. At December 31, 2009 NU Telecom management determined that our trade name intangible asset acquired with the purchase of HTC had become a definite-lived intangible asset. This resulted in the recognition of an additional $66,667 of amortization expense for the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and an additional $200,000 recognized for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009.
Operating Income
Operating income was $1,023,534, which is $108,585, or 9.6% lower in the three months ended September 30, 2010 compared to the three months ended September 30, 2009. This decrease was due to a $223,884 or 3.2% increase in operating expenses, partially offset by a $115,299 or 1.4% increase in operating revenues. Operating income was $2,735,043, which is $545,728, or 16.6% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. This decrease was due to a $1,147,253 or 4.6% decrease in operating revenues, partially offset by a $601,525 or 2.8% decrease in operating expenses, all of which are described above.
Other Income and Interest Expense
Interest expense was $696,411, which is $56,312, or 7.5% lower in the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and was $2,084,151, which is $140,409, or 6.3% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. The decreases were primarily the result of lower outstanding debt balances.
Interest income was $3,244, which is $9,025, or 156.1% higher in the three months ended September 30, 2010 compared to the three months ended September 30, 2009. Interest income was $87,652, which is $5,718, or 6.1% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. As a result of servicing our debt, excess cash available to purchase investments was lower, and combined with lower interest rates offered by banks and other investment institutions, our interest income has declined.
HCC investment income was $154,241, which is $13,309, or 7.9% lower in the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and was $438,870, which is $101,410, or 18.8% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. Our HCC investment income reflects our equity portion of HCC’s net income. HCC net income was $462,721, which is $39,927, or 7.9% lower in the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and was $1,316,609, which is $304,230, or 18.8% lower in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. This decrease was a result of declining revenues and decreased profitability.
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Other investment income increased $142,916 in the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and increased $209,968 in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009. Other investment income includes our equity ownerships in several partnerships and limited liability companies. We recorded $95,315 in income from equity investments for the three months ended September 30, 2010 compared to a $47,601 loss for the three month ended September 30, 2009 and recorded $172,820 in income from equity investments for the nine months ended September 30, 2010 compared to a $37,148 loss for the nine months ended September 30, 2009.
Our gain on the sale of equity investments for the nine months ended September 30, 2010 of $4,338 reflects our pro-rata share of the distribution of remaining amounts that had been held in a Trust Account to cover potential additional expenses (including audit, legal and miscellaneous expenses) in connection with the Midwest Wireless Holdings sale to Alltel Corporation. This distribution represents the final distribution of all remaining funds from the Midwest Wireless Holdings/Alltel transaction. Our gain on the sale of equity investments for the nine months ended September 30, 2009 of $941,766 resulted from a gain recognized through the sale of our equity ownerships in SHAL Networks, Inc.; Direct Communications, LLC and En-Tel Communications, LLC.
Other income for the nine months ended September 30, 2010 and 2009 included a patronage credit earned with CoBank, ACB as a result of our debt agreements with them. The patronage credit allocated and received in 2010 amounted to $513,436, compared to $556,318 allocated and received in 2009. CoBank, ACB determines and pays the patronage credit annually, generally in the first quarter of the calendar year based on its results from the prior year. We record these patronage credits as income when they are received.
Income Taxes
Income tax expense was $270,547, which is $207,468, or 43.4% lower in the three months ended September 30, 2010 compared to the three months ended September 30, 2009 and was $753,269, which is $512,370, or 40.5% lower in the nine months ended September 30, 2010 compared to the three months ended September 30, 2009. The effective tax rates for the nine months ending September 30, 2010 and 2009 were 39.7% and 45.1%, respectively. The effective tax rate for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 was lower due to the recognition of approximately $124,000 in net tax benefits, see Note 1 – “Basis of Presentation and Consolidation” to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q. Excluding the impact of the recognition of the tax benefit, the September 30, 2010 effective income tax rate would have been approximately 46.2%. The effective tax rate differs from the federal statutory tax rate primarily due to state income taxes and other permanent differences.
Hector Communications Corporation Investment
In accordance with GAAP, we currently report our one-third ownership of HCC on the equity method. Under this method, we report net income or net loss each period from HCC’s operations. For the three months ended September 30, 2010 and 2009, we reported net income of $154,241 and $167,550, respectively. For the nine months ended September 30, 2010 and 2009, we reported net income of $438,870 and $540,280, respectively. All reported net income amounts reflect our one-third ownership. As set forth in Note 13 – “Hector Communications Corporation” to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q, however, in the first nine months of 2010 and 2009, HCC had revenues of $20.8 million and $21.3 million, respectively, that are not reflected in our financial statements.
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The pro forma information for our investment in HCC is shown in the following table using the proportionate consolidation method. We are providing this pro forma information to show the effect that our HCC investment would have on our operating income before interest, taxes, depreciation and amortization (OIBITDA) if we included these earnings in our operating income.
| | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2010 | | 2009 | | 2010 | | 2009 | |
| | | | | | | | | |
Operating Revenues | | $ | 2,369,385 | | $ | 2,379,517 | | $ | 6,921,983 | | $ | 7,092,449 | |
| | | | | | | | | | | | | |
Operating Expenses, Excluding Depreciation and Amortization | | | 1,098,251 | | | 1,051,207 | | | 3,102,419 | | | 3,123,350 | |
Depreciation and Amortization | | | 801,833 | | | 770,839 | | | 2,393,834 | | | 2,277,373 | |
Total Operating Expenses | | | 1,900,084 | | | 1,822,046 | | | 5,496,253 | | | 5,400,723 | |
| | | | | | | | | | | | | |
Operating Income | | | 469,301 | | | 557,471 | | | 1,425,730 | | | 1,691,726 | |
| | | | | | | | | | | | | |
Net Income | | $ | 154,241 | | $ | 167,550 | | $ | 438,870 | | $ | 540,280 | |
NU Telecom OIBITDA was $3,471,633 and $3,514,729 for the three months ended September 30, 2010 and 2009, respectively and was $10,122,141 and $10,385,638 for the nine months ended September 30, 2010 and 2009, respectively. If we included our proportionate share of HCC’s OIBITDA, NU Telecom’s combined OIBITDA would have increased to $4,742,767 and $4,843,039 for the three months ended September 30, 2010 and 2009, respectively and $13,941,705 and $14,354,737 for the nine months ended September 30, 2010 and 2009, respectively.
| | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2010 | | 2009 | | 2010 | | 2009 | |
| | | | | | | | | |
NU Telecom Operating Income | | $ | 1,023,534 | | $ | 1,132,119 | | $ | 2,735,043 | | $ | 3,280,771 | |
NU Telecom Depreciation and Amortization | | | 2,448,099 | | | 2,382,610 | | | 7,387,098 | | | 7,104,867 | |
| | | | | | | | | | | | | |
NU Telecom OIBITDA | | $ | 3,471,633 | | $ | 3,514,729 | | $ | 10,122,141 | | $ | 10,385,638 | |
| | | | | | | | | | | | | |
HCC Proportionate Operating Income | | $ | 469,301 | | $ | 557,471 | | $ | 1,425,730 | | $ | 1,691,726 | |
HCC Proportionate Depreciation and Amort | | | 801,833 | | | 770,839 | | | 2,393,834 | | | 2,277,373 | |
| | | | | | | | | | | | | |
HCC Proportionate OIBITDA | | $ | 1,271,134 | | $ | 1,328,310 | | $ | 3,819,564 | | $ | 3,969,099 | |
| | | | | | | | | | | | | |
Combined OIBITDA | | $ | 4,742,767 | | $ | 4,843,039 | | $ | 13,941,705 | | $ | 14,354,737 | |
Adjusted OIBITDA is a common measure of operating performance in the telecommunications industry. The presentation of OIBITDA is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for consolidated net income (loss) as a measure of performance and may not be comparable to similarly titled measures used by other companies.
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A recap of our net income, using the equity method to record earnings on our investment in HCC is contained in the following table.
| | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | |
| | 2010 | | 2009 | | 2010 | | 2009 | |
| | | | | | | | | | | | | |
Operating Revenues: | | $ | 8,145,821 | | $ | 8,030,522 | | $ | 23,604,327 | | $ | 24,751,580 | |
| | | | | | | | | | | | | |
Operating Expenses, Excluding Depreciation and Amortization | | | 4,674,188 | | | 4,515,793 | | | 13,482,186 | | | 14,365,942 | |
Depreciation and Amortization Expenses | | | 2,448,099 | | | 2,382,610 | | | 7,387,098 | | | 7,104,867 | |
Operating Expenses | | | 7,122,287 | | | 6,898,403 | | | 20,869,284 | | | 21,470,809 | |
| | | | | | | | | | | | | |
Operating Income | | | 1,023,534 | | | 1,132,119 | | | 2,735,043 | | | 3,280,771 | |
| | | | | | | | | | | | | |
Interest Expense | | | (696,411 | ) | | (752,723 | ) | | (2,084,151 | ) | | (2,224,560 | ) |
Interest Income | | | 3,244 | | | (5,781 | ) | | 87,652 | | | 93,370 | |
HCC Investment Income | | | 154,241 | | | 167,550 | | | 438,870 | | | 540,280 | |
Loss on Settlement of HTC Escrow | | | 0 | | | (506,993 | ) | | 0 | | | (506,993 | ) |
Gain on Sale of Equity Investments | | | 4,338 | | | 941,766 | | | 4,338 | | | 941,766 | |
CoBank Patronage | | | 0 | | | 0 | | | 513,436 | | | 556,318 | |
Other Income (Expense) | | | 112,381 | | | 16,436 | | | 203,690 | | | 126,429 | |
Income (Taxes) Benefit | | | (270,547 | ) | | (478,015 | ) | | (753,269 | ) | | (1,265,639 | ) |
| | | | | | | | | | | | | |
Net Income | | $ | 330,780 | | $ | 514,359 | | $ | 1,145,609 | | $ | 1,541,742 | |
Liquidity and Capital Resources
Capital Structure
NU Telecom’s total capital structure (long-term and short-term debt obligations, plus stockholders’ equity) was $99,107,494 at September 30, 2010, reflecting 52.0% equity and 48.0% debt. This compares to a capital structure of $101,632,365 at December 31, 2009, reflecting 51.0% equity and 49.0% debt. Management believes adequate operating cash flows and other internal and external resources, such as our cash on hand and revolving credit facility, are available to finance ongoing operating requirements, including capital expenditures, business development, debt service and temporary financing of trade accounts receivable.
Cash Flows
Our short-term and long-term liquidity needs arise primarily from: (i) capital expenditures; (ii) working capital requirements needed to support the growth of our business; (iii) debt service, (iv) dividend payments on our common stock and (v) potential acquisitions.
Our primary sources of liquidity for the nine months ended September 30, 2010 were proceeds from cash generated from operations and cash and cash equivalents held at the beginning of the period. In addition, we currently have $6 million available under our revolving credit facility.
While it is often difficult for us to predict the impact of general economic conditions on our business, we believe that we will be able to meet our current and long-term cash commitments through our operating cash flows. We were in full compliance with our debt covenants as of September 30, 2010 and anticipate that we will be able to plan for and match future liquidity needs with future internal and external resources.
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Cash Flows from Operations
Cash generated by operations for the nine months ended September 30, 2010 was $8,524,555, compared to cash generated by operations of $5,005,919 for the nine months ended September 30, 2009. The increase in cash flows provided by operations for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009 was primarily due to changes in the timing of income taxes receivable and accrued income taxes.
Cash generated by operations continues to be our primary source of funding for existing operations, capital expenditures, debt service and dividend payments to shareholders. Cash and cash equivalents at September 30, 2010 were $2,395,627, compared to $2,526,490 at December 31, 2009.
Cash Flows used in Investing Activities
We operate in a capital intensive business. We continue to upgrade our local networks for changes in technology in order to provide advanced services to our customers.
Cash flows used in investing activities were $5,204,249 for the nine months ended September 30, 2010, compared to $2,388,620 used in investing activities for the nine months ended September 30, 2009. Cash flows used in investing activities was lower in 2009 as we received proceeds of $1,890,000 from the sale of our interests in SHAL Networks, Inc.; SHAL, LLC; Direct Communications, LLC and En-Tel Communications LLC to Iowa Telecom. On June 14, 2010 we completed the acquisition of the CATV system in and around Glencoe, Minnesota for $1,600,000. In addition, capital expenditures relating to other on-going operations were $3,596,845 for the nine months ended September 30, 2010, compared to $4,033,768 for the nine months ended September 30, 2009. We expect total plant additions to be approximately $5,000,000 in 2010. We plan to finance upgrades through the remainder of 2010 through our existing working capital and cash flow from operations.
Our current working capital was used to complete the acquisition of the CATV System in and around Glencoe, Minnesota. Other investing expenditures have been financed with cash flows from current operations. We believe that our current operations will provide adequate cash flows to fund our plant additions for the upcoming year; however, funding from our revolving credit facility is available if the timing of our cash flows from operations does not match our cash flow requirements.
Cash Flows used in Financing Activities
Cash used in financing activities was $3,451,169 for the nine months ended September 30, 2010. This included long-term debt repayments of $2,223,465 and dividends paid to shareholders of $1,227,704. Cash used in financing activities was $3,326,326 for the nine months ended September 30, 2009. This included long-term debt repayments of $2,294,004 and dividends paid to shareholders of $1,432,322, partially funded through the issuance of long-term debt of $400,000.
Working Capital
Working capital (i.e. current assets minus current liabilities) was $189,102 as of September 30, 2010 compared to working capital of $1,691,572 as of December 31, 2009. The ratio of current assets to current liabilities was 1.0 and 1.2 as of September 30, 2010 and December 31, 2009, respectively. In addition, if it becomes necessary, we will have sufficient availability under our revolving credit facility to fund any fluctuations in working capital and other cash needs.
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Dividends
We declared a quarterly dividend of $.08 per share for the first, second and third quarters of 2010, which totaled approximately $409,235 each quarter. We declared a quarterly dividend of $.10 per share for both the first and second quarters of 2009, which totaled $511,543 for those two quarters; and a quarterly dividend of $.08 per share for the third quarter of 2009, which totaled approximately $409,235 for that quarter. Our Board of Directors reviews quarterly dividend declarations based on anticipated earnings, capital requirements and our operating and financial condition. The cash requirements of our current dividend payment practices are in addition to our other expected cash needs, both of which we expect to be funded with cash flows from operations.
Our loan agreements have put restrictions on our ability to pay cash dividends to our shareholders. However, we are allowed to pay dividends (a) (i) in an amount up to $2,050,000 in any year and (ii) in any amount if NU Telecom’s “Total Leverage Ratio,” that is, the ratio of our “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 NU Telecom is not in default or potential default under the loan agreements. If we fail to comply with these covenants, our ability to pay dividends would be limited. At September 30, 2010, we were in compliance with the financial ratios in our loan agreements.
Obligations and Commitments
As of September 30, 2010 we had an unsecured loan in the amount of $31,859 with the City of Redwood Falls, Minnesota that bears interest at 5% and matures on January 1, 2012.
In connection with our acquisition of HTC in 2008, NU Telecom and HTC, as NU Telecom’s new subsidiary, entered into a credit facility with CoBank, ACB. Information about our contractual obligations, including obligations under the credit facility, and along with the cash principal payments due each period on our unsecured note payable and long-term debt is set forth in the following table. For additional information about our contractual obligations as of September 30, 2010 see Note 5 – “Secured Credit Facility” to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
| | | | | | | | | | | | | | | | |
Description | | Total | | October 1 - December 31 2010 | | 2011-2012 | | 2013-2014 | | Thereafter | |
Deferred Compensation | | $ | 1,905,479 | | $ | 106,083 | | $ | 865,908 | | $ | 133,137 | | $ | 800,351 | |
Long-term Debt | | | 47,528,359 | | | 734,500 | | | 6,907,859 | | | 39,886,000 | | | — | |
Interest on Long-term Debt (A) | | | 10,126,484 | | | 660,156 | | | 5,100,023 | | | 4,366,305 | | | — | |
Loan Guarantees | | | 489,708 | | | 9,172 | | | 74,415 | | | 251,463 | | | 154,658 | |
Operating Lease | | | 36,675 | | | 7,335 | | | 29,340 | | | — | | | — | |
Purchase Obligations (B) | | | 286,692 | | | 286,692 | | | — | | | — | | | — | |
Total Contractual Cash Obligations | | $ | 60,373,397 | | $ | 1,803,938 | | $ | 12,977,545 | | $ | 44,636,905 | | $ | 955,009 | |
| | |
| A. | Interest on long-term debt is estimated using rates in effect as of September 30, 2010. We use interest rate swap agreements to manage our cash flow exposure to interest rate movements on a portion of our variable rate debt obligations (see Note 6 – “Interest Rate Swaps” to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q). |
| | |
| B. | Purchase obligations consist primarily of commitments incurred for capital improvements. We have a contract for plant upgrades in Glencoe, Minnesota. Other than this contract, there were no purchase obligations outstanding as of September 30, 2010. |
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Long-Term Debt
See Note 5 – “Secured Credit Facility” to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q for information pertaining to our long-term debt.
Regulation
In March 2010, the FCC released the National Broadband Plan which contemplates significant changes to overall telecommunications policy in relation to access charges and underlying support. At this time, we cannot predict the outcome, timing or potential impact of these recommended changes.
Recent Accounting Developments
See Note 1 – “Basis of Presentation and Consolidation” to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q for a discussion of recent accounting developments.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We do not have operations subject to risks of foreign currency fluctuations. We do, however, use derivative financial instruments that qualify as cash-flow hedges to manage our exposure to interest rate fluctuations on a portion of our variable-interest rate debt. Our 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 we executed interest-rate swap agreements, effectively locking in the interest rate on $6.0 million of our variable-rate debt through March 2011, and $33.0 million of our variable-rate debt through March 2013. On June 23, 2008 we executed interest-rate swap agreements, effectively locking in the interest rate on $3.0 million of our variable-rate debt through June 2011, and $3.0 million of variable-rate debt through June 2013. A summary of these agreements is contained in Note 6 – “Interest Rate Swaps” to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
We report the cumulative gain or loss on current derivative instruments as a component of accumulated other comprehensive income (loss) in shareholders’ equity. If the protection agreement is concluded prior to reaching full maturity, the cumulative gain or loss is recognized in earnings. At the conclusion of the full term maturity of the protection agreement, no gain or loss is recognized. 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 nine months ended September 30, 2010 interest expense would have increased approximately $9,000.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q (the Evaluation Date), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of the period covered by this Quarterly Report, that our disclosure controls and procedures ensure that information required to be disclosed by us in the reports that we file or submit 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 our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.
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There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Other than routine litigation incidental to our business there are no pending material legal proceedings to which we are a party or to which any of our property is subject.
Item 1A. Risk Factors.
There have not been any material changes to the risk factors previously disclosed in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Removed and Reserved.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
See “Index to Exhibits” on page 34 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: November 12, 2010 | By | /s/ Bill D. Otis | |
| | Bill D. Otis, President and Chief Executive Officer | |
| | | |
Dated: November 12, 2010 | By | /s/ Curtis O. Kawlewski | |
| | Curtis O. Kawlewski, Chief Financial Officer | |
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INDEX TO EXHIBITS
| | | |
Exhibit Number | | Description | |
| | |
31.1 | | Certification pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
31.2 | | Certification pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
32.1 | | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
32.2 | | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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