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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-18587
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HECTOR COMMUNICATIONS CORPORATION
.................................................................................
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1666660
.................................................................................
(State or other jurisdiction of (Federal Employer
incorporation or organization) Identification No.)
211 South Main Street, Hector, MN 55342
.................................................................................
(Address of principal executive offices) (Zip Code)
(320) 848-6611
.................................................................................
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by a check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act). YES [ ] NO [ X ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS Outstanding at April 30, 2003
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Common Stock, par value 3,482,782
$.01 per share
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EXPLANATORY NOTE
Hector Communications Corporation is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 to clarify
its discussion of controls and procedures under Item 4. Other than information
set forth in this amended report, the originally filed Form 10-Q has not been
updated in this amended filing and the term "filing date" refers to the original
filing date of the Form 10-Q.
HECTOR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets *
Consolidated Statements of Income *
Consolidated Statements of Comprehensive Income *
Consolidated Statement of Stockholders' Equity *
Consolidated Statements of Cash Flows *
Notes to Consolidated Financial Statements *
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations *
Item 3. Quantitative and Qualitative Disclosures
About Market Risk *
Item 4. Controls and Procedures 3
Part II. Other Information
Signatures 4
Exhibits
Exhibit 11 - Calculation of Earnings Per Share *
Exhibit 31.1 - Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 5
Exhibit 31.2 - Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 6
Exhibit 32 - Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 7
*Previously Filed
2
Item 4. Controls and Procedures
Within the 90 day period prior to the date of this report, the Company, with the
participation of management, including the Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO") evaluated the effectiveness of the Company's
disclosure controls and procedures. Disclosure controls and procedures are
designed to provide a reasonable level of assurance that information required to
be disclosed in the Company's reports under the Securities and Exchange Act of
1934 is recorded and reported within the appropriate time periods. Based upon
that review, the CEO and CFO concluded that the Company's disclosure controls
and procedures are effective. Subsequent to completion of the evaluation
process, there have been no significant changes in internal controls or in other
factors that could significantly affect these controls, including any corrective
actions with regard to significant deficiencies or material weaknesses.
3
PART II. OTHER INFORMATION
Items 1 - 3. Not Applicable
Item 4. Submission of Matters to a Vote of Securities Holders (Previously
filed)
Item 5. Not applicable
Item 6(a). Exhibits
11 Calculation of Earnings Per Share (previously filed)
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 USCss.1350).
Item 6(b). Reports on Form 8-K.
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None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to Form 10-Q report to be signed
on its behalf by the undersigned thereto duly authorized.
Hector Communications Corporation
By /s/ Curtis A. Sampson
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Curtis A. Sampson
Date: September 29, 2003 Chief Executive Officer
By /s/ Charles A. Braun
------------------------
Charles A. Braun
Date: September 29, 2003 Chief Financial Officer
4
Exhibit 31.1
HECTOR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Chief Executive Officer Certification
I, Curtis A. Sampson certify that:
1. I have reviewed this Form 10-Q of Hector Communications Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
By /s/Curtis A. Sampson
------------------------
Curtis A. Sampson
Date: September 29, 2003 Chief Executive Officer
5
Exhibit 31.2
HECTOR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Chief Financial Officer Certification
I, Charles A. Braun, certify that:
1. I have reviewed this Form 10-Q of Hector Communications Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
By /s/Charles A. Braun
------------------------------
Charles A. Braun
Date: September 29, 2003 Chief Financial Officer
6
Exhibit 32
HECTOR COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification
The undersigned certify pursuant to 18 U.S.C.ss.1350, that:
(1) The accompanying Quarterly Report on Form 10-Q for the period ended March
31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: September 29, 2003 /s/ Curtis A. Sampson
--------------------------------
Chief Executive Officer
Date: September 29, 2003 /s/ Charles A. Braun
--------------------------------
Chief Financial Officer
7