10-Q/A 1 amend10304.txt 10Q/A AMENDMENT NO. 1 (3/31/04) -------------------------------------------------------------------------------- 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, 2004 ------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------------- ------------------------- Commission File Number: 001-13891 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, 2004 -------------------------------------- ------------------------------- Common Stock, par value $.01 per share 3,622,553 -------------------------------------------------------------------------------- EXPLANATORY NOTE Hector Communications Corporation is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended March 31, 2004 to clarify its discussion of controls and procedures under Item 4. Other than information set forth in this amended report, the previously filed Form 10-Q as amended 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 3 Exhibits Exhibit 11 Calculation of Earnings Per Share * Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 Filed Herewith Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 Filed Herewith Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 Filed Herewith -------------------------------------------------------------------------------- * Previously Filed 2 Item 4. Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are adequately designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms and is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 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 thereto duly authorized. Hector Communications Corporation By /s/Curtis A. Sampson ------------------------ Curtis A. Sampson Date: September 9, 2004 Chief Executive Officer By /s/Charles A. Braun ------------------------- Charles A. Braun Date: September 9, 2004 Chief Financial Officer 3