Attached files
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EX-32.1 - MDU COMMUNICATIONS INTERNATIONAL INC | v210322_ex32-1.htm |
EX-32.2 - MDU COMMUNICATIONS INTERNATIONAL INC | v210322_ex32-2.htm |
EX-31.1 - MDU COMMUNICATIONS INTERNATIONAL INC | v210322_ex31-1.htm |
EX-31.2 - MDU COMMUNICATIONS INTERNATIONAL INC | v210322_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the Quarterly Period Ended December 31, 2010
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: 0-26053
MDU
COMMUNICATIONS INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
84-1342898
|
|
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
60-D
Commerce Way, Totowa, New Jersey
|
07512
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(973)
237-9499
(Registrant’s
telephone number, including area code)
None
(Former
name, former address and former fiscal year, if changed since last
report)
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 check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§32.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files):
Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of “accelerated filer”, “large accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ¨ Accelerated
filer ¨
Non-accelerated filer ¨ Smaller
reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes ¨ No x
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 February 10, 2011
|
|
Common
Stock, $0.001 par value per share
|
5,414,395
shares
|
MDU
COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
|
Page
|
|||
PART
I.
|
FINANCIAL
INFORMATION
|
3
|
||
|
||||
|
Item
1.
|
Financial
Statements
|
3
|
|
|
||||
|
Condensed
Consolidated Balance Sheets – December 31, 2010 (unaudited) and September
30, 2010
|
3
|
||
|
||||
|
Condensed
Consolidated Statements of Operations – Three Months Ended December
31, 2010 and 2009 (unaudited)
|
4
|
||
|
||||
|
Condensed
Consolidated Statement of Stockholders’ Equity (Deficiency) - Three Months
Ended December 31, 2010 (unaudited)
|
5
|
||
|
||||
|
Condensed
Consolidated Statements of Cash Flows - Three Months Ended December 31,
2010 and 2009 (unaudited)
|
6
|
||
|
||||
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
8
|
||
|
||||
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
|
|
|
||||
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
23
|
|
|
||||
|
Item
4T.
|
Controls
and Procedures
|
23
|
|
|
||||
PART
II.
|
OTHER
INFORMATION
|
24
|
||
|
||||
|
Item
1.
|
Legal
Proceedings
|
24
|
|
|
||||
|
Item
1A.
|
Risk
Factors
|
24
|
|
|
||||
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
24
|
|
|
||||
|
Item
3.
|
Defaults
upon Senior Securities
|
24
|
|
|
||||
|
Item
4.
|
[Reserved]
|
24
|
|
|
||||
|
Item
5.
|
Other
Information
|
24
|
|
|
||||
|
Item
6.
|
Exhibits
|
24
|
2
PART
I - FINANCIAL INFORMATION
Item 1. FINANCIAL
STATEMENTS
MDU
COMMUNICATIONS INTERNATIONAL, INC.
Condensed
Consolidated Balance Sheets
December
31, 2010 (Unaudited) and September 30, 2010 (See Note 1)
|
December 31,
2010
|
September 30,
2010
|
||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 106,458 | $ | 324,524 | ||||
Accounts
and other receivables, net of an allowance of $1,032,338 and
$913,786
|
1,609,834 | 1,470,401 | ||||||
Prepaid
expenses and deposits
|
532,015 | 645,719 | ||||||
TOTAL
CURRENT ASSETS
|
2,248,307 | 2,440,644 | ||||||
|
||||||||
Telecommunications
equipment inventory
|
748,432 | 843,082 | ||||||
Property
and equipment, net of accumulated depreciation of $29,343,399 and
$28,240,886
|
22,244,399 | 22,696,096 | ||||||
Intangible
assets, net of accumulated amortization of $7,706,039 and
$7,417,568
|
2,503,534 | 2,470,875 | ||||||
Deposits,
net of current portion
|
64,500 | 64,450 | ||||||
Deferred
finance costs, net of accumulated amortization of $1,007,692 and
$934,449
|
315,757 | 339,000 | ||||||
TOTAL
ASSETS
|
$ | 28,124,929 | $ | 28,854,147 | ||||
|
||||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$ | 3,313,405 | $ | 2,698,920 | ||||
Other
accrued liabilities
|
1,704,023 | 1,793,951 | ||||||
Current
portion of deferred revenue
|
1,219,036 | 661,903 | ||||||
TOTAL
CURRENT LIABILITIES
|
6,236,464 | 5,154,774 | ||||||
|
||||||||
Deferred
revenue, net of current portion
|
161,741 | 186,021 | ||||||
Credit
line borrowing, net of debt discount
|
22,963,223 | 23,060,026 | ||||||
TOTAL
LIABILITIES
|
29,361,428 | 28,400,821 | ||||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
|
||||||||
STOCKHOLDERS’
EQUITY (DEFICIENCY)
|
||||||||
Preferred
stock, par value $0.001; 5,000,000 shares authorized, none
issued
|
— | — | ||||||
Common
stock, par value $0.001; 35,000,000 shares authorized, 5,397,582 and
5,395,717 shares issued and 5,380,140 and 5,378,275
outstanding
|
5,398 | 5,396 | ||||||
Additional
paid-in capital
|
61,484,866 | 61,467,458 | ||||||
Accumulated
deficit
|
(62,658,439 | ) | (60,951,204 | ) | ||||
Less:
Treasury stock; 17,442 shares
|
(68,324 | ) | (68,324 | ) | ||||
TOTAL
STOCKHOLDERS’ EQUITY (DEFICIENCY)
|
(1,236,499 | ) | 453,326 | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
|
$ | 28,124,929 | $ | 28,854,147 |
See
accompanying notes to the unaudited condensed consolidated financial
statements
3
MDU
COMMUNICATIONS INTERNATIONAL, INC.
Condensed
Consolidated Statements of Operations
Three
Months Ended December 31, 2010 and 2009
(Unaudited)
Three Months Ended December 31,
|
||||||||
2010
|
2009
|
|||||||
REVENUE
|
$ | 6,724,728 | $ | 6,413,866 | ||||
OPERATING
EXPENSES
|
||||||||
Direct
costs
|
2,973,285 | 2,889,859 | ||||||
Sales
expenses
|
344,223 | 525,941 | ||||||
Customer
service and operating expenses
|
1,479,372 | 1,480,089 | ||||||
General
and administrative expenses
|
1,063,673 | 1,180,581 | ||||||
Depreciation
and amortization
|
1,865,272 | 1,680,270 | ||||||
Gain
on sale of customers and plant and equipment
|
(16,416 | ) | — | |||||
TOTALS
|
7,709,409 | 7,756,740 | ||||||
OPERATING
LOSS
|
(984,681 | ) | (1,342,874 | ) | ||||
Other
income (expense)
|
||||||||
Interest
income
|
19 | 155 | ||||||
Interest
expense
|
(722,573 | ) | (544,335 | ) | ||||
NET
LOSS
|
$ | (1,707,235 | ) | $ | (1,887,054 | ) | ||
BASIC
AND DILUTED LOSS PER COMMON SHARE
|
$ | (0.32 | ) | $ | (0.35 | ) | ||
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING
|
5,379,897 | 5,332,288 |
See
accompanying notes to the unaudited condensed consolidated financial
statements
4
MDU
COMMUNICATIONS INTERNATIONAL, INC.
Condensed
Consolidated Statement of Stockholders’ Equity (Deficiency)
Three Months Ended December 31,
2010 (Unaudited)
Common
stock
|
Treasury
stock
|
Additional
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
paid-in capital
|
deficit
|
Total
|
||||||||||||||||||||||
Balance,
October 1, 2010
|
5,395,717 | $ | 5,396 | (17,442 | ) | $ | (68,324 | ) | $ | 61,467,458 | $ | (60,951,204 | ) | $ | 453,326 | |||||||||||||
Issuance
of common stock through employee stock purchase plan
|
1,865 | 2 | 5,219 | 5,221 | ||||||||||||||||||||||||
Share-based
compensation - employees
|
12,189 | 12,189 | ||||||||||||||||||||||||||
Net
loss
|
(1,707,235 | ) | (1,707,235 | ) | ||||||||||||||||||||||||
Balance,
December 31, 2010
|
5,397,582 | $ | 5,398 | (17,442 | ) | $ | (68,324 | ) | $ | 61,484,866 | $ | (62,658,439 | ) | $ | (1,236,499 | ) |
See
accompanying notes to the unaudited condensed consolidated financial
statements
5
MDU
COMMUNICATIONS INTERNATIONAL, INC.
Condensed
Consolidated Statements of Cash Flows
Three Months Ended December 31, 2010
and 2009 (Unaudited)
For the Three Months Ended
December 31, |
||||||||
.
|
2010
|
2009
|
||||||
OPERATING
ACTIVITIES
|
||||||||
Net
loss
|
$ | (1,707,235 | ) | $ | (1,887,054 | ) | ||
Adjustments
to reconcile net loss to net cash provided by (used in)
operating activities:
|
||||||||
Bad
debt provision
|
135,177 | 99,265 | ||||||
Depreciation
and amortization
|
1,865,272 | 1,680,270 | ||||||
Share-based
compensation expense - employees
|
12,189 | 12,512 | ||||||
Charge
to interest expense for amortization of deferred finance costs and debt
discount
|
84,315 | 71,815 | ||||||
Compensation
expense for issuance of common stock through employee stock purchase
plan
|
746 | — | ||||||
Compensation
expense for issuance of restricted common stock for
compensation
|
— | 12,000 | ||||||
Gain
on sale of customers and property and equipment
|
(16,416 | ) | — | |||||
Loss
on write-off of property and equipment
|
6,920 | — | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
and other receivables
|
(274,610 | ) | 265,638 | |||||
Prepaid
expenses and deposits
|
113,654 | 123,759 | ||||||
Accounts
payable
|
614,485 | (439,861 | ) | |||||
Other
accrued liabilities
|
(89,928 | ) | (788,170 | ) | ||||
Deferred
revenue
|
532,853 | 199,109 | ||||||
Net
cash provided by (used in) operating activities
|
1,277,422 | (650,717 | ) | |||||
INVESTING
ACTIVITIES
|
||||||||
Purchase
of property and equipment
|
(1,066,609 | ) | (1,597,809 | ) | ||||
Proceeds
from the sale of customers and property and equipment
|
45,651 | — | ||||||
Acquisition
of intangible assets
|
(321,130 | ) | (518,500 | ) | ||||
Net
cash used in investing activities
|
(1,342,088 | ) | (2,116,309 | ) | ||||
FINANCING
ACTIVITIES
|
||||||||
Net
proceeds from (repayments of) credit line borrowing
|
(107,875 | ) | 2,440,127 | |||||
Deferred
financing costs
|
(50,000 | ) | (50,000 | ) | ||||
Proceeds
from purchase of common stock through employee stock purchase
plan
|
4,475 | — | ||||||
Net
cash provided by (used in) financing activities
|
(153,400 | ) | 2,390,127 | |||||
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(218,066 | ) | (376,899 | ) | ||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
324,524 | 688,335 | ||||||
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 106,458 | $ | 311,436 |
6
For the Three Months Ended
December 31, |
||||||||
2010
|
2009
|
|||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Interest
paid
|
$ | 625,901 | $ | 448,879 |
See
accompanying notes to the unaudited condensed consolidated financial
statements
7
MDU
COMMUNICATIONS INTERNATIONAL, INC.
Notes
to the Condensed Consolidated Financial Statements
(Unaudited)
1.
|
BASIS OF
PRESENTATION AND OTHER
MATTERS
|
Basis
of Presentation:
The
accompanying unaudited condensed consolidated financial statements of MDU
Communications International, Inc. and its subsidiaries (the “Company”) have
been prepared in conformity with accounting principles generally accepted in the
United States of America (“United States GAAP”) for interim financial
information for public companies and, therefore, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with United States GAAP have been condensed, or omitted, pursuant to
the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, the financial statements include all material adjustments
necessary (which are of a normal and recurring nature) for the fair presentation
of the financial statements for the interim periods presented. These financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto (the “Audited Financial Statements”) contained in
the Company’s Annual Report for the fiscal year ended September 30, 2010 on Form
10-K filed with the Securities and Exchange Commission on December 21,
2010. The results of operations for any interim period are not necessarily
indicative of the results of operations for any other interim period or for a
full fiscal year. The accompanying condensed consolidated balance sheet as
of September 30, 2010 has been derived from the audited balance sheet as of that
date included in the Form 10-K.
The
Company’s cost structure is somewhat variable and provides management some
ability to manage costs as appropriate. Management monitors cash flow and
liquidity requirements. Based upon an analysis of the anticipated working
capital requirements and the Company’s cash and cash equivalents, current
revenue levels, expected revenue growth, cost reductions and remaining funds
available to it under the Credit Facility, management believes, but cannot
assure, that the Company has sufficient liquidity to maintain existing
operations of the business and meet its contractual obligations at least through
December 31, 2011. The Company’s current planned cash requirements for fiscal
2011 are based upon certain assumptions, including its ability to manage
expenses and maintain and grow revenue. The Company is currently unable to
access its Credit Facility above $25 million.
Although
the Company believes that it has sufficient liquidity to maintain existing
operations, the Company may seek to raise additional capital as necessary to
meet certain capital and liquidity requirements in the future through equity or
debt financings and/or the sale of certain assets. If any such activities were
to become necessary, there can be no assurance that the Company would be
successful in completing any of these activities on terms that would be
favorable to the Company, if at all.
Additionally,
the Company's funding of its capital commitments that contemplate growth will be
dependent upon the Company’s ability to (i) achieve certain covenants to access
the Credit Facility above $25 million, (ii) raise additional funds through
private placements of equity or debt securities, (iii) enter into material
acquisitions that are accretive to EBITDA (as adjusted) utilizing debt and/or
Company equity, (iv) accelerate deployment and growth under the DIRECTV CapEx
Program that significantly decreases the Company’s capital requirements, and/or
(iv) pursue negotiations with certain entities for the sale of Company non-core
assets. The Company has been and will continue to pursue these above
opportunities to fund current and future growth, however, there is no assurance
that the Company will be successful in these directives.
Description
of Business:
The
Company provides delivery of digital satellite television programming and
high-speed (broadband) Internet service to residents of multi-dwelling unit
properties such as apartment buildings, condominiums, gated communities and
universities. Management considers all of the Company’s operations to be in one
industry segment.
8
Change
in Recognition of Certain Revenue Due to New DIRECTV Letter
Agreement:
Over the
past few years, the Company has entered into letter agreements with DIRECTV that
allow the Company, for a specified period of time, to receive an upgrade subsidy
from DIRECTV when it completes a high definition system upgrade (“HD upgrade”)
on certain of the Company’s properties. This subsidy is treated as revenue,
however, on certain occasions, the letter agreement provided for a minimum
retention period of three years and may require a full refund of the subsidy by
the Company to DIRECTV from properties that terminate DIRECTV service before
expiration of the three year period. On December 16, 2009, the Company
entered into one such letter agreement with DIRECTV to receive an HD upgrade
subsidy specifically for certain properties that the Company acquires from
AT&T Video Services, Inc. (“ATTVS”). The letter agreement
contains the three year minimum retention period described above. For those
ATTVS properties acquired by the Company that have access agreements with a
remaining term of shorter than three years, the Company expects to enter into
access agreements or addendums covering the minimum retention period, and if
unable to do so, the Company will defer revenue recognition until the minimum
retention period expires or a new long-term access agreement or addendum is
signed.
Use
of Estimates:
The
preparation of the consolidated financial statements in conformity with United
States GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Significant
estimates are used for, but not limited to, revenue recognition with respect to
a new subscriber activation subsidy, allowance for doubtful accounts, useful
lives of property and equipment and amortizable intangible assets, fair value of
equity instruments and valuation of deferred tax assets. Actual results could
differ from those estimates.
Principles
of Consolidation:
The
consolidated financial statements include the accounts of MDU Communications
International, Inc. and its wholly owned subsidiaries, MDU
Communications Inc. and MDU Communications (USA) Inc. All intercompany
balances and transactions are eliminated.
Recently
Adopted Accounting Pronouncements:
In
October 2009, “Multiple-Deliverable Revenue Arrangements” was issued. This
update provides amendments to the criteria for revenue recognition for
separating consideration in multiple-deliverable arrangements. The amendments to
this update establish a selling price hierarchy for determining the selling
price of a deliverable. Multiple-Deliverable Revenue Arrangements is effective
for financial statements issued for years beginning on or after June 15,
2010. The Company evaluated the effect of the adoption of Multiple-Deliverable
Revenue Arrangements will have on its consolidated results of operations,
financial position and cash flows, and has determined the adoption will have no
material impact.
2.
|
EARNINGS
(LOSS) PER COMMON SHARE
|
The
Company presents “basic” earnings (loss) per common share and, if applicable,
“diluted” earnings per common share. Basic earnings (loss) per common share is
computed by dividing the net income or loss by the weighted average number of
common shares outstanding for the period. The calculation of diluted earnings
per common share is similar to that of basic earnings per common share, except
that the denominator is increased to include the number of additional common
shares that would have been outstanding if all potentially dilutive common
shares, such as those issueable upon the exercise of stock options and warrants,
were issued during the period and the treasury stock method was
applied.
For the
three months ended December 31, 2010 and 2009 basic and diluted loss per share
were the same, as the Company had net losses for these periods and the effect of
the assumed exercise of options and warrants would be
anti-dilutive.
9
For the
three months ended December 31, 2010 and 2009, the Company had potentially
dilutive common shares attributable to options and warrants that were
exercisable (or potentially exercisable) into shares of common stock as
presented in the following table:
Three Months Ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Warrants
|
175,000 | 175,000 | ||||||
Options
|
237,600 | 258,100 | ||||||
Potentially
dilutive common shares
|
412,600 | 433,100 |
3.
|
COMMON STOCK,
STOCK OPTION AND WARRANT
ACTIVITY
|
Share-Based
Compensation:
The cost
of share-based payments to employees, including grants of employee stock
options, are recognized in the financial statements based on the portion of
their grant date fair values expected to vest over the period during which the
employees are required to provide services in exchange for the equity
instruments. The Company has selected the Black-Scholes method of valuation for
share-based compensation. During the three months ended December 31, 2010 and
2009, the Company recognized share-based compensation expense for employees of
$12,189 and $12,512, respectively.
The fair
values of options granted during the three months ended December 31, 2010 and
2009 were determined using a Black-Scholes option pricing model based on the
following weighted average assumptions:
Three Months Ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Expected
volatility
|
85 | % | 81 | % | ||||
Risk-free
interest rate
|
1.93 | % | 2.20 | % | ||||
Expected
years of option life
|
4.1 | 4.1 | ||||||
Expected
dividends
|
0 | % | 0 | % |
Stock
Option Plan:
The
Company’s 2001 Stock Option Plan was approved by the stockholders in 2001 and
560,000 shares of common stock have been reserved. Stock options awards
are generally granted with an exercise price equal to the market price of the
Company’s stock on the date of the grant. The option awards vest quarterly over
three years and have a five year contractual life. The following table
summarizes information about all of the Company’s stock options outstanding and
exercisable as of and for the three months ended December 31, 2010:
Number of
Options Outstanding |
Weighted
Average Exercise Price Per Share |
Weighted Average
Remaining Contractual Term (years) |
Aggregate
Intrinsic Value |
|||||||||||||
Outstanding
at September 30, 2010
|
227,600 | $ | 4.00 | |||||||||||||
Granted
(weighted average fair value
of $1.64 per share)
|
10,000 | (1) | $ | 3.00 | ||||||||||||
Expired /
Forfeited
|
— | — | ||||||||||||||
Exercised
|
— | — | ||||||||||||||
Outstanding
at December 31, 2010
|
237,600 | $ | 3.92 | 2.7 | $ | 115,850 | ||||||||||
Exercisable
at December 31, 2010
|
169,450 | $ | 4.42 | 2.3 | $ | 74,668 |
(1)
|
On November 17, 2010, the Board
of Directors granted 5,000 five-year options each to two employees from
the 2001 Stock Option Plan at an exercise price of $3.00 per
share.
|
10
An
additional noncash charge of approximately $78,000 is expected to vest and be
recognized subsequent to December 31, 2010 over a weighted average period
of 25 months for granted options. The charge will be amortized to
general and administrative expenses as the options vest in subsequent
periods. As of December 31, 2010, options to purchase 47,630 shares were
available for grant under the Company’s 2001 Stock Option Plan.
Employee
Stock Purchase Plan:
In April
of 2009, the stockholders approved the 2009 Employee Stock Purchase Plan (“2009
ESPP”) with a reservation of 150,000 shares of common stock. During
the three months ended December 31, 2010, the Company issued 1,865 shares of
common stock for aggregate proceeds of $4,475 from employees who
purchased shares under the 2009 ESPP through accrued payroll compensation. The
purchase price per share under the 2009 ESPP is equal to 85% of the fair market
value of a share of Company common stock at the beginning of the purchase period
(quarter) or on the last day in a purchase period, whichever is lower. The
Company recognized expense for the full discount for the three months ended
December 31, 2010 of $746.
Warrants:
During
the three months ended December 31, 2010, no warrants were granted or exercised,
and no warrants expired. As of December 31, 2010, 175,000 warrants remained
outstanding at a weighted average exercise price of $7.10 per
share.
Reverse
Stock Split:
On
December 9, 2010, the Company effected a 1-for-10 reverse stock split and a
reduction in the number of authorized shares of common stock from 70 million to
35 million shares. Trading of the Company’s common stock on the
Over-the-Counter Bulletin Board on a reverse split basis commenced on December
14, 2010. The Company has given retroactive effect to the change in capital
structure in the consolidated financial statements and notes thereto by
adjusting all common stock share references to reflect the 1-for-10 reverse
split.
4.
|
COMMITMENTS
AND CONTINGENCIES
|
The
Company previously entered into an open ended management agreement with a senior
executive that provides for annual compensation, excluding bonuses, of $275,000.
The Company can terminate this agreement at any time upon four (4) weeks notice
and the payment of an amount equal to 24 months of salary. In the event of a
change in control of the Company, either party may, during a period of 12 months
from the date of the change of control, terminate the agreement upon reasonable
notice and the payment by the Company of an amount equal to 36 months of
salary.
From time
to time, the Company may be involved in various claims, lawsuits, and disputes
with third parties incidental to the normal operations of the business. The
Company is not currently involved in any litigation which it believes could have
a material adverse effect on its financial position or results of
operations.
5.
|
CREDIT
FACILITY
|
On
September 11, 2006, the Company entered into a Loan and Security Agreement with
FCC, LLC, d/b/a First Capital, and Full Circle Funding, LP for a senior secured
$20 million credit facility (“Credit Facility”) to fund the Company’s subscriber
growth. The Credit Facility is secured by the assets of the Company. On
June 30, 2008, the Company entered into an Amended and Restated Loan and
Security Agreement with these same parties for a senior secured $10 million
increase to its original $20 million Credit Facility. The Credit Facility, now
up to $30 million, has a new five-year term ending June 30, 2013 under which the
Company will pay interest on actual principal drawn during the full term of the
agreement. The original terms and conditions of the Credit Facility, previously
negotiated and executed on September 11, 2006, have not changed.
11
The
amount that the Company can draw from the Credit Facility is equal to the lesser
of $30 million or the Company's borrowing base which, in large part, is
determined by future revenues and costs accruing from the Company's access
agreements. The borrowing base of the Company was approximately $32 million at
December 31, 2010. The Credit Facility can be prepaid upon thirty days notice
with a penalty of 0% to 2% of the outstanding principal balance depending on the
prepayment timing.
The
Credit Facility was originally divided into four $5 million increments with the
interest rate per increment declining as principal is drawn from each increment.
The first $5 million increment carries an interest rate of prime plus 4.1%, the
second $5 million at prime plus 3%, the third $5 million at prime plus 2%, and
the fourth $5 million at prime plus 1%. The additional $10 million to the Credit
Facility is divided into two $5 million increments with the interest rate on
these increments being equal to prime plus 1% to 4%, depending on the Company's
ratio of EBITDA to the total outstanding loan balance. As defined in the Credit
Facility, ‘prime’ shall be a minimum of 7.75%. The Company is under no
obligation to draw any of the increments.
To access
the Credit Facility above $20 million (which the Company has), the Company must
have (i) positive EBITDA of $1 million, on either the higher of a trailing
twelve (12) month basis or a six (6) month basis times two, and (ii) 60,000
subscribers. To access the Credit Facility above $25 million, the Company must
have (i) positive EBITDA of $3 million on a trailing twelve (12) month
basis, and (ii) 65,000 subscribers. EBITDA shall mean the Company’s net
income (excluding extraordinary gains and non-cash charges as defined in the
Credit Facility) before provisions for interest expense, taxes, depreciation and
amortization.
The
Company repaid $107,875 on its Credit Facility during the quarter ended December
31, 2010, with total borrowing at $22,963,223, which is reflected in the
accompanying consolidated balance sheet as of December 31, 2010, net of debt
discount of $110,727. The outstanding principal is payable on June 30, 2013. As
of December 31, 2010, $7,036,777 remains available for borrowing under the
Credit Facility, subject to the EBITDA and subscriber covenants described in the
preceding paragraph. As of December 31, 2010, the Company has not met the
required EBITDA to access the Credit Facility above $25 million.
The
Company is subject to annual costs when it accesses and continues to access a $5
million increment. In the three months ended December 31, 2010, the
Company incurred an additional annual $50,000 deferred finance cost that is
being amortized to interest expense using the straight-line method over a twelve
month period ending in November 2011. As a result of deferred finance
costs previously incurred under the Credit Facility in prior periods, the
Company amortized to interest expense $73,243 for the three months ended
December 31, 2010.
6.
|
ACQUISITION OF
SUBSCRIBERS AND EQUIPMENT
|
During
the three months ended December 31, 2010, the Company acquired assets
in multiple properties containing 16,103 units for the amount of $758,625,
representing fixed assets and intangible assets, inclusive of access agreements.
The acquisition costs of all acquired access agreements and equipment were
allocated to the fair value of the assets acquired, as set forth
below:
Property
and equipment
|
$ | 437,495 | ||
Amortizable
intangible assets
|
321,130 | |||
Total
acquisition cost and fees of all acquired access agreements and equipment
during the three months ended December 31, 2010
|
$ | 758,625 |
7.
|
GAIN/LOSS ON
SALE OR DISPOSAL OF CUSTOMERS AND RELATED PROPERTY AND
EQUIPMENT
|
On
December 1, 2010, the Company wrote-off assets for a property at the end of its
access agreement. The total loss on the write-off was $6,920 to customer service
and operating expenses.
On
December 16, 2010, the Company sold subscribers and certain related property and
equipment to Comcast of California IX, Inc. (“Comcast”) for up to $90,000
depending on a subscriber true-up during the quarter ended March 31, 2011. The
gain for the quarter ended December 31, 2010 was $16,416. The potential of
additional gain exists as Comcast transitions subscribers to their
services.
12
8.
|
INCOME
TAXES
|
The
Company had pre-tax losses but did not incur a provision or record any benefits
for Federal or other income taxes for the three months ended December 31, 2010
and 2009 because (i) it has incurred losses in each period since its
inception, and (ii) although such losses, among other things, have
generated future potential income tax benefits, there is significant uncertainty
as to whether the Company will be able to generate income in the future to
enable it to realize any of those benefits and, accordingly, it has recorded a
full valuation reserve against those potential benefits.
9.
|
FAIR VALUE OF
FINANCIAL INSTRUMENTS
|
The fair
value of the Company’s cash and cash equivalents, accounts and other
receivables, accounts payable and other accrued liabilities for the three
months ended December 31, 2010 are estimated to approximate their carrying
values due to the relative liquidity of these instruments. The Credit Facility
carrying value for the three months ended December 31, 2010 approximates fair
value based on other rates and terms available for comparable companies in the
marketplace for similar debt and risk.
10.
|
SUBSEQUENT
EVENTS
|
On
January 26, 2011, the Company transitioned to its subscriber base an additional
618 subscribers in 13 properties with 3,469 wired units pursuant to the ATTVS
December 2, 2009 Purchase Agreement.
On
February 7, 2011, 34,255 shares of common stock were collectively issued to 22
employees from the 2009 Employee Stock Purchase Plan for $98,967 which was the
offset of the amount they owed for the shares against an equivalent amount the
Company owed them for accrued bonuses for the year ended September 30,
2010. The Board of Directors granted year end bonus amounts for
fiscal 2010 to be taken only in Company common stock.
Item
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF
OPERATIONS
|
The
purpose of this discussion is to provide an understanding of the Company’s
financial results and condition by focusing on changes in certain key measures
from year to year. Management’s Discussion and Analysis is organized in
the following sections:
·
|
Forward-Looking
Statements
|
·
|
Overview
|
·
|
Summary of Results and Recent
Events
|
·
|
Critical Accounting Policies and
Estimates
|
·
|
Recently Issued and Not Yet
Effective Accounting
Pronouncements
|
·
|
Results of Operations – Three
Months Ended December 31, 2010 Compared to Three Months Ended December 31,
2009
|
·
|
Liquidity and Capital Resources -
Three Months Ended December 31,
2010
|
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
The
statements contained in this Management’s Discussion and Analysis of Financial
Condition and Results of Operations that are not historical in nature are
forward-looking within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those indicated in the
forward-looking statements. In some cases, you can identify forward-looking
statements by our use of words such as “may,” “will,”
“should,” “could,” “expect,” ”plan,” “intend,”
“anticipate,” “believe,” “estimate,” “potential” or
“continue,” or the negative, or other variations of these words, or other
comparable words or phrases. Factors that could cause or contribute to such
differences include, but are not limited to, the fact that we are dependent on
our program providers for satellite signals and programming, our ability to
successfully expand our sales force and marketing programs, changes in our
suppliers’ or competitors’ pricing policies, the risks that competition,
technological change or evolving customer preferences could adversely affect the
sale of our products, the integration and performance of acquisitions,
unexpected changes in regulatory requirements and other factors identified from
time to time in the Company’s reports filed with the Securities and Exchange
Commission, including, but not limited to our Annual Report on Form 10-K filed
on December 21, 2010 for the period ended September 30, 2010.
13
Although
we believe that the expectations reflected in our forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements or other future events. Moreover, neither we nor anyone else
assumes responsibility for the accuracy and completeness of forward-looking
statements. We are under no duty to update any of our forward-looking statements
after the date of this report. You should not place undue reliance on
forward-looking statements.
In
this discussion, the words “MDU Communications,” “the Company,”
“we,” “our,” and “us” refer to MDU Communications International, Inc. together
with its subsidiaries, where appropriate.
OVERVIEW
MDU
Communications International, Inc. is a national provider of digital
satellite television, high-speed Internet, voice over IP (“VoIP”) and other
information and communication services to residents living in the United States
multi-dwelling unit (“MDU”) market—estimated to include 26 million
residences. MDUs include apartment buildings, condominiums, gated communities,
universities and other properties having multiple units located within a defined
area. The Company negotiates long-term access agreements with the owners and
managers of MDU properties allowing it the right to design, install, own and
operate the infrastructure and systems required to provide digital satellite
television, high-speed Internet, VoIP, and potentially other services, to their
residents.
MDU
properties present unique technological, management and marketing challenges to
conventional providers of these services, as compared to single family homes.
The Company’s proprietary delivery and design solutions and access agreements
differentiate it from other multi-family service providers through a unique
strategy of balancing the information and communication needs of today’s MDU
residents with the technology concerns of property managers and owners and
providing the best overall service to both. To accomplish this objective, the
Company has partnered with DIRECTV, Inc. and has been working with large
property owners and real estate investment trusts (REITs) such as AvalonBay
Communities, Post Properties, Roseland Property Company, Related Companies, the
U.S. Army, as well as many others, to understand and meet the technology and
service needs of these groups.
The
Company derives revenue through the sale of subscription services to owners and
residents of MDUs resulting in monthly annuity-like revenue streams. The
Company offers two types of satellite television service, Direct to Home (“DTH”)
and Private Cable (“PC”) programming. The DTH service uses a set-top digital
receiver for residents to receive state-of-the-art digital satellite and local
channel programming. For DTH, the Company exclusively offers DIRECTV®
programming packages. From the DTH offerings the Company receives the
following revenue, (i) an upfront subscriber commission from DIRECTV for each
new subscriber, (ii) a percentage of the fees charged by DIRECTV to the
subscriber each month for programming, (iii) a per subscriber monthly fee billed
to subscribers for “protection plan” maintenance and services, and (iv)
occasional other marketing incentives or subsidies from DIRECTV. Secondly,
the Company offers a Private Cable video service where analog or digital
satellite television programming can be tailored to the needs of an individual
MDU property and received through normal cable-ready televisions. In Private
Cable deployed properties, a bundle of programming services is delivered to the
resident’s cable-ready television without the requirement of a set-top digital
receiver in the residence. Net revenues from Private Cable result from the
difference between the wholesale prices charged by programming providers and the
price charged by the Company to subscribers for the private cable programming
package. The Company provides DTH, Private Cable, Internet services and VoIP on
an individual subscriber basis, but in many properties it provides these
services in bulk (100% of the units), directly to the property owner, resulting
in one invoice and thus minimizing churn, collection and bad debt exposure.
These subscribers are referred to in the Company’s periodic filings as Bulk DTH
or Bulk Choice Advantage (“BCA”) type subscribers in DIRECTV deployed properties
or Bulk PC type subscribers in Private Cable deployed properties. From
subscribers to the Internet service, the Company earns a monthly Internet access
service fee. Again, in many properties, this service is provided in bulk
and is referred to as Bulk ISP.
14
The
Company’s common stock trades under the symbol “MDTV” on the OTC Bulletin Board.
Its principal executive offices are located at 60-D Commerce Way, Totowa, New
Jersey 07512 and its telephone number is (973) 237-9499. The Company’s website
is located at www.mduc.com.
SUMMARY
OF RESULTS AND RECENT EVENTS
Total
revenue for the quarter ended December 31, 2010 increased 5% over the same
period in fiscal 2009 from $6,413,866 to $6,724,728. Recurring revenue
between the quarters increased by 13% because of $458,000 in
non-recurring HD upgrade subsidy being included in the quarter ended December
31, 2009 revenue and $0 in the quarter ended December 31, 2010. The
increase in revenue contributed to EBITDA (as adjusted) of $1,028,722 for the
quarter ended December 31, 2010, compared to EBITDA (as adjusted) of $461,328
for the quarter ended December 31, 2009. The Company expects EBITDA (as
adjusted) to continue to improve during fiscal 2011 as (i) it adds subscribers
through organic growth and in recently acquired properties, (ii) direct costs
from recent acquisitions continue to normalize, and (iii) previous revenue
generating and cost-saving measures continue to take hold.
The
Company also experienced a reduction, as a percent of revenue, in direct costs,
sales expenses, customer service and operating expenses, and general and
administrative expense for the quarter ended December 31, 2010 compared to the
quarter ended December 31, 2009. In dollars during that same period, direct
costs increased 3%, sales and marketing expenses decreased 35%, customer service
and operating expenses decreased less than 1%, and general and administrative
expenses decreased 10%. The fact that the Company’s expenses were collectively
lower in dollars and as a percent of revenue, while servicing a substantially
increased subscriber base, is evidence of the incremental financial benefit
realized from new subscriber growth and scale.
The
Company reports 78,545 subscribers to its services as of December 31, 2010, an
11% increase in its subscriber base from December 31, 2009 and 5% from the
previous quarter ended September 30, 2010. During the quarter ended
December 31, 2010, the Company concluded the multi-closing acquisition of
subscribers under the agreement with ATTVS and 618 remaining subscribers
transitioned to the Company on January 26, 2011. Additionally, during the
quarter ended December 31, 2010, the Company had 33 properties and 8,721 units
in work-in-process (“WIP”) which will contribute to organic growth in the
upcoming quarters. The Company’s breakdown of total subscribers by type and kind
is outlined below:
Service Type
|
Subscribers
as of
Dec. 31, 2009
|
Subscribers
as of
Mar. 31, 2010
|
Subscribers
as of
June 30, 2010
|
Subscribers
as of
Sept. 30, 2010
|
Subscribers
as of
Dec. 31, 2010
|
|||||||||||||||
Bulk DTH –DIRECTV
|
15,273 | 15,545 | 15,784 | 16,143 | 16,489 | |||||||||||||||
Bulk
BCA -DIRECTV
|
10,128 | 10,289 | 10,319 | 10,339 | 10,418 | |||||||||||||||
DTH
-DIRECTV Choice/Exclusive
|
14,086 | 15,601 | 17,032 | 17,477 | 21,323 | |||||||||||||||
Bulk
Private Cable
|
15,503 | 17,813 | 17,824 | 16,112 | 15,166 | |||||||||||||||
Private
Cable Choice/ Exclusive
|
4,077 | 4,268 | 3,141 | 3,010 | 4,081 | |||||||||||||||
Bulk
ISP
|
5,785 | 5,878 | 6,102 | 6,121 | 5,508 | |||||||||||||||
ISP
Choice or Exclusive
|
6,047 | 6,142 | 5,689 | 5,484 | 5,534 | |||||||||||||||
Voice
|
41 | 27 | 25 | 26 | 26 | |||||||||||||||
Total
Subscribers
|
70,940 | 75,563 | 75,916 | 74,712 | 78,545 |
15
The
Company’s average revenue per unit (“ARPU”) at December 31, 2010 was $29.25, a
2% decrease over the year ended September 30, 2010 of $29.82, due mainly to the
difference in non-recurring HD upgrade subsidy between the periods. ARPU is
calculated by dividing average monthly revenues for the period (total revenues
during the period divided by the number of months in the period) by average
subscribers for the period. The average subscribers for the period is calculated
by adding the number of subscribers as of the beginning of the period and for
each quarter end in the current year or period and dividing by the sum of the
number of quarters in the period plus one. The Company believes that its
recurring revenue and ARPU will be positively impacted by (i) an increasing
DIRECTV ARPU (the average revenue generated by a DIRECTV subscriber was up 4.3%
in DIRECTV’s third fiscal quarter to $88.98 (as disclosed in DIRECTV’s public
filings), (ii) an increasing ARPU generated from the sale of incremental
high-speed Internet services to the Company’s subscribers, (iii) a general
increase in recurring revenue realized from the upgrade of properties to the new
DIRECTV HD platform and the associated advanced services, and (iv) an increase
in the total number of DIRECTV Choice and Exclusive subscribers that produce a
higher ARPU relative to certain other types of subscribers. DIRECTV currently
offers over 160 national HD programming channels - the most full time HD
channels of any provider. The continued launch and advertising campaign for the
new DIRECTV HD programming and associated services will continue to provide
visibility, incremental revenue and improved penetration rates within Company
properties.
The
Company implemented a number of initiatives that began to take hold during the
first fiscal quarter ended December 31, 2010 designed to improve EBITDA (as
adjusted) and reduce reliance on debt financing. In particular, the Company (i)
accelerated the closing and transition of the remaining ATTVS properties, (ii)
signed and launched the DIRECTV CapEx program (described below), (iii) initiated
price increases and introduced new pricing bundles for video and broadband
services across multiple properties, (iv) developed and launched its new online
web portal for subscribers to manage and pay their accounts online thereby
eliminating the costs associated with mailings and collections, (v) developed
and launched robust premium priced broadband services and tiers to several of
its high-speed Internet properties, (vi) negotiated direct cost reductions for
video and broadband services thereby improving gross margins derived from
existing properties and subscribers, (vii) re-packaged its monthly video
subscriber access fee into a “Customer Protection Plan” fee requiring annual
pre-payment or monthly auto-payment (eliminating time and costs and reducing bad
debt exposure), (viii) implemented a $0.99 monthly mailed statement fee to
increase revenues from approximately 35,000 current subscribers, (ix) developed
an independent contractor national rate card for subcontracted construction and
installation services at a significant cost savings, and (x) instituted cost
saving changes (and service level increases) to its call center structure and
technology to provide more efficient and cost-effective call routing
solutions.
To reduce
capital spending, but still concentrate on growth, on November 10, 2010 the
Company executed the DIRECTV CapEx Agreement, which will allow the Company to
leverage its existing infrastructure to provide services to DIRECTV for the
deployment of services to certain multi-family properties identified by the
Company, but where DIRECTV (instead of the Company) becomes a party to the right
of entry agreement. Once a property is identified by the Company, is
under contract with DIRECTV and the satellite system constructed and activated,
the Company earns fees from DIRECTV by providing certain services, including (i)
activation fees generated from new subscription sales to residents in the
property, and (ii) an ongoing percentage of the revenue generated by that
subscriber as a management fee. The CapEx Agreement reduces the Company’s
capital costs for certain subscriber growth areas – a pivotal option when
capital, or the cost of capital, is prohibitive. The Company’s current DIRECTV
System Operator Agreement and the new CapEx Agreement are mutually exclusive of
each other. Prior to offering a property to DIRECTV, the Company
retains sole discretion as to whether it decides to build out and maintain
ownership of a property or simply provide ongoing management, sales, service and
maintenance for DIRECTV.
In
addition to improving financial results, the Company is continuing negotiations
and due diligence with two companies that it deems significant strategic
acquisition/merger prospects. Both companies have a significant presence in the
multi-family space and collectively have in excess of 70,000 subscribers as well
as strong broadband capabilities. To assist with strategic planning and the
potential financing associated with any acquisition or merger, the Company has
retained and sought the advice of New York investment bank Morgan Joseph &
Co. Through the efforts of Morgan Joseph & Co., the Company has executed a
term sheet for a combined debt and equity financing of up to $10.25 million with
the net proceeds to be used for one of the above-mentioned acquisitions should
terms be reached. Similarly, the Company continues to assess its core
and non-core service areas and has identified certain assets in non-core markets
that may be considered for sale. To that end, the Company is
preliminarily engaged with several parties regarding interest for the sale of
these assets at prices similar to what the Company has previously received. The
Company makes no representations that these acquisition/merger, financing or
sale negotiations will result in any closed transactions.
16
At the
Company’s 2010 Annual General Meeting of Stockholders in Totowa, New Jersey, the
stockholders authorized the Board of Directors to effect a reverse stock split,
at a ratio to be determined by the Board of Directors, within a range from
1-for-5 to 1-for-10, and to reduce the current authorized number of shares of
common stock from 70 million shares to 35 million shares. The Board of Directors
proceeded with this authorization effective December 9, 2010 and the Company’s
stock began trading on a 1-for-10 basis on December 14, 2010.
Use
of Non-GAAP Financial Measures
The
Company uses the performance gauge of EBITDA (as adjusted by the Company) to
evidence earnings exclusive of mainly noncash events, as is common in the
technology, and particularly the cable and telecommunications, industries.
EBITDA (as adjusted) is an important gauge because the Company, as well as
investors who follow this industry frequently, use it as a measure of financial
performance. The most comparable GAAP reference is simply the removal from net
income or loss of - in the Company's case - interest, depreciation, amortization
and noncash charges related to its shares, warrants and stock options. The
Company adjusts EBITDA by then adding back any provision for bad debts and
inventory reserves. EBITDA (as adjusted) is not, and should not be considered,
an alternative to income from operations, net income, net cash provided by
operating activities, or any other measure for determining our operating
performance or liquidity, as determined under accounting principles generally
accepted in the Unites States of America. EBITDA (as adjusted) also does not
necessarily indicate whether cash flow will be sufficient to fund working
capital, capital expenditures or to react to changes in our industry or the
economy generally. For the three months ended December 31, 2010 and 2009, the
Company reported EBITDA (as adjusted) of $1,028,722 and $461,328, respectively.
The period ended December 31, 2009 included $458,000 in non-recurring subsidy
received from the HD upgrade program. The following table reconciles the
comparative EBITDA (as adjusted) of the Company to its consolidated net loss as
computed under accounting principles generally accepted in the United States of
America:
For The Three Months Ended
December 31,
|
||||||||
2010
|
2009
|
|||||||
EBITDA
|
$ | 1,028,722 | $ | 461,328 | ||||
Interest
expense
|
(638,258 | ) | (472,520 | ) | ||||
Deferred
finance costs and debt discount amortization (interest
expense)
|
(84,315 | ) | (71,815 | ) | ||||
Provision
for doubtful accounts
|
(135,177 | ) | (99,265 | ) | ||||
Depreciation
and amortization
|
(1,865,272 | ) | (1,680,270 | ) | ||||
Share-based
compensation expense - employees
|
(12,189 | ) | (12,512 | ) | ||||
Compensation
expense for issuance of common stock through Employee Stock Purchase
Plan
|
(746 | ) | — | |||||
Compensation
expense through the issuance of restricted common stock for services
rendered
|
— | (12,000 | ) | |||||
Net
Loss
|
$ | (1,707,235 | ) | $ | (1,887,054 | ) |
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
The
condensed consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these condensed consolidated financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. Significant estimates are used for, but not
limited to, revenue recognition with respect to a new subscriber activation
subsidy, allowance for doubtful accounts, useful lives of property and
equipment, fair value of equity instruments and valuation of deferred tax assets
and long-lived assets. On an on-going basis, the Company evaluates its
estimates. Estimates are based on historical experience and on other assumptions
that are believed to be reasonable under the circumstances. Accordingly, actual
results could differ from these estimates under different assumptions or
conditions. During the three months ended December 31, 2010, there were no
material changes to accounting estimates or judgments.
17
RECENTLY
ADOPTED ACCOUNTING PRONOUNCEMENTS
In
October 2009, “Multiple-Deliverable Revenue Arrangements” was issued. This
update provides amendments to the criteria for revenue recognition for
separating consideration in multiple-deliverable arrangements. The amendments to
this update establish a selling price hierarchy for determining the selling
price of a deliverable. Multiple-Deliverable Revenue Arrangements is effective
for financial statements issued for years beginning on or after June 15,
2010. The Company evaluated the effect of the adoption of Multiple-Deliverable
Revenue Arrangements will have on its consolidated results of operations,
financial position and cash flows, and has determined the adoption will have no
material impact.
RESULTS
OF OPERATIONS
The
following discussion of results of operations and financial condition of the
Company should be read in conjunction with the Company’s Condensed Consolidated
Financial Statements included elsewhere in this quarterly report on Form
10-Q.
THREE
MONTHS ENDED DECEMBER 31, 2010 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2009
The
following table sets forth for the three months ended December 31, 2010 and 2009
the percentages which selected items in the Statements of Operations bear to
total revenue and dollar and percentage changes between the
periods:
Three Months Ended
December 31, 2010
|
Three Months Ended
December 31, 2009
|
Change
($)
|
Change
(%) |
|||||||||||||||||||||
REVENUE
|
$ | 6,724,728 | 100 | % | $ | 6,413,866 | 100 | % | $ | 310,862 | 5 | % | ||||||||||||
Direct
costs
|
2,973,285 | 44 | % | 2,889,859 | 45 | % | 83,426 | 3 | % | |||||||||||||||
Sales
expenses
|
344,223 | 5 | % | 525,941 | 8 | % | (181,718 | ) | -35 | % | ||||||||||||||
Customer
service and operating expenses
|
1,479,372 | 22 | % | 1,480,089 | 23 | % | (717 | ) | 0 | % | ||||||||||||||
General
and administrative expenses
|
1,063,673 | 16 | % | 1,180,581 | 19 | % | (116,908 | ) | -10 | % | ||||||||||||||
Depreciation
and amortization
|
1,865,272 | 28 | % | 1,680,270 | 26 | % | 185,002 | 11 | % | |||||||||||||||
Gain
on sale of customers and related property and equipment
|
(16,416 | ) | 0 | % | — | 0 | % | (16,416 | ) | 100 | % | |||||||||||||
OPERATING
LOSS
|
(984,681 | ) | -15 | % | (1,342,874 | ) | -21 | % | 358,193 | -27 | % | |||||||||||||
Total
other expense
|
(722,554 | ) | -10 | % | (544,180 | ) | -9 | % | (178,374 | ) | 33 | % | ||||||||||||
NET
LOSS
|
$ | (1,707,235 | ) | -25 | % | $ | (1,887,054 | ) | -30 | % | $ | 179,819 | -10 | % |
Revenue.
Revenue for the three months ended December 31, 2010 increased 5% to
$6,724,728, compared to revenue of $6,413,866 for the three months ended
December 31, 2009. The three month revenue for December 31, 2009 included
$458,000 in one-time installation revenue from the HD upgrade subsidy compared
to $0 corresponding HD upgrade subsidy revenue in the three month revenue for
December 31, 2010. Adjusted for this difference in HD upgrade subsidy, the
Company actually realized 13% growth in “recurring revenue” during the periods.
This increase in recurring revenue is mainly attributable to an increase in
billable subscribers and a higher percentage of customers subscribing to
advanced services. The Company expects total revenue to increase during
the remainder of fiscal 2011 and expects that there may be, although to a lesser
degree, a certain amount of future DIRECTV HD upgrade subsidy. Revenue
(inclusive of the DIRECTV HD upgrade subsidy) has been derived, as a percent,
from the following sources:
18
Three Months Ended
December 31, 2010
|
Three Months Ended
December 31, 2009
|
|||||||||||||||
Private
cable programming revenue
|
$ | 1,125,716 | 17 | % | $ | 1,114,286 | 17 | % | ||||||||
DTH
programming revenue and subsidy
|
4,055,732 | 60 | % | 3,551,951 | 55 | % | ||||||||||
Internet
access fees
|
834,736 | 12 | % | 808,780 | 13 | % | ||||||||||
Installation
fees, wiring and other revenue
|
708,544 | 11 | % | 938,849 | 15 | % | ||||||||||
Total
Revenue
|
$ | 6,724,728 | 100 | % | $ | 6,413,866 | 100 | % |
The
increase in private cable programming revenue is due to the recent acquisition
of certain subscribers with private cable programming services. The Company
expects DTH programming revenue to continue to increase due to a larger
subscriber base, an increase in revenue associated with advanced services, and
the conversion of certain properties from low average revenue private cable
subscribers to DIRECTV service subscribers. The decrease in installation fees,
wiring and other revenue is due to the completion of the HD upgrade plan and
loss of the subsidy therefrom.
As
mentioned above, revenue for the three months ended December 31, 2009 included
$458,000 more in DIRECTV HD upgrade subsidy (with no appreciable associated
expense) than the three months ended December 31, 2010. The inclusion of
this upgrade revenue for December 31, 2009 essentially understates slightly the
percentage of revenue the December 31, 2009 associated direct costs and other
expenses have to total revenue, which may impact any fluctuations in direct
costs and expenses as a percent of revenue from December 31, 2009 to December
31, 2010.
Direct
Costs. Direct costs are comprised of programming costs, monthly
recurring Internet broadband circuits and costs relating directly to
installation services. Direct costs increased to $2,973,285 for the three months
ended December 31, 2010, as compared to $2,889,859 for the three months ended
December 31, 2009, due to the 11% increase in subscribers, the 13% increase in
recurring revenue, as well as certain transition related costs on acquired
properties. As a percent of revenue, direct costs declined 1% between the
periods. The Company expects a proportionate increase in direct costs as
subscriber growth continues, however, direct costs are linked to the type of
subscribers the Company adds. Choice and exclusive DTH DIRECTV subscribers have
no associated programming cost and therefore little to no direct cost, while
private cable and broadband subscribers have programming and circuit costs and
therefore a higher direct cost. Even though direct costs are expected to
increase during fiscal 2011 as subscribers are added, the Company expects that
these costs will continue to decrease as a percent of revenue during the
remainder of fiscal 2011 as lower direct cost subscribers are added, broadband
circuits continue to decrease in price, and programming price increases and
higher priced tiered broadband services continue to be implemented.
Sales
Expenses. Sales expenses were $344,223 for the three months ended
December 31, 2010, compared to $525,941 for the three months ended December 31,
2009, a 3% decrease as a percent of revenue. The decrease is attributable to
cost cutting measures and a concentration of sales and marketing efforts
primarily on newly acquired properties. During the remainder of fiscal 2011, the
Company expects these expenses to remain constant or increase only slightly as
sales and marketing efforts remain strictly focused, but should continue to
decline as a percent of revenue as additional revenue is generated from new
subscribers, with no corresponding increase in sales and marketing
resources.
Customer Service
and Operating Expenses. Customer service and operating expenses are
comprised of expenses related to the Company’s call center, technical support,
project management and general operations. Customer service and operating
expenses were $1,479,372 and $1,480,089 for the three months ended December 31,
2010 and 2009, respectively. These expenses remained fairly constant between the
periods due to cost reductions and realization of efficiencies, despite an 11%
increase in the number of subscribers served between the periods, and in fact,
decreased 1% as a percent of revenue. These expenses are generally expected to
increase in dollars in relative proportion with any increase in billable
subscribers or any increase in customer service quality levels, however, the
Company anticipates these expenses to continue to decrease slightly as a percent
of revenue during the remainder of fiscal 2011 as efficiencies and scale are
further realized. A breakdown of customer service and operating expenses is as
follows:
19
Three Months Ended
December 31, 2010
|
Three Months Ended
December 31, 2009
|
|||||||||||||||
Call
center expenses
|
$ | 566,142 | 38 | % | $ | 470,591 | 32 | % | ||||||||
General
operation expenses
|
232,875 | 16 | % | 347,894 | 23 | % | ||||||||||
Property
system maintenance expenses
|
680,355 | 46 | % | 661,604 | 45 | % | ||||||||||
Total
customer service and operation expense
|
$ | 1,479,372 | 100 | % | $ | 1,480,089 | 100 | % |
Call
center expenses are closely proportional to the number of subscribers the
Company adds during any given period and increased more than the 11%
proportional subscriber increase between the two periods due to an increase in
service levels. General operations expenses decreased due to one-time cost
reductions between the periods. Property system maintenance is generally
proportional to the number of properties the Company services (not necessarily
the number of subscribers), so the increase between the periods was due to an
increased number of actual properties, partially offset with some one-time cost
reductions.
General and
Administrative Expenses. General and administrative expenses for
the three months ended December 31, 2010 and 2009, of $1,063,673 and $1,180,581,
respectively, decreased 3% as a percent of revenue due mainly to cost reduction
initiatives. Of the general and administrative expenses for the three months
ended December 31, 2010 and 2009, the Company had total noncash charges included
of $148,112 and $123,777, respectively. These noncash charges are described
below:
Three Months Ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Total
general and administrative expense
|
$ | 1,063,673 | $ | 1,180,581 | ||||
Noncash charges:
|
||||||||
Share
based compensation – employees (1)
|
12,189 | 12,512 | ||||||
Compensation
expense through the issuance of restricted common stock for services
rendered
|
— | 12,000 | ||||||
Excess
discount for the issuance of stock under Employee Stock Purchase
Plan
|
746 | — | ||||||
Bad
debt provision
|
135,177 | 99,265 | ||||||
Total
noncash charges
|
148,112 | 123,777 | ||||||
Total
general and administrative expense net of noncash charges
|
$ | 915,561 | $ | 1,056,804 | ||||
Percent
of revenue
|
14 | % | 16 | % |
(1)
|
The
Company recognized noncash share-based compensation expense for employees
based upon the fair value at the grant dates for awards to employees for
the three months ended December 31, 2010 and 2009, amortized over the
requisite vesting period, of $12,189 and $12,512, respectively. The total
share-based compensation expense not yet recognized and expected to vest
over the next 25 months is approximately
$78,000.
|
General
and administrative expenses are fairly fixed and, therefore, the Company expects
these expenses to decline as a percent of revenue during the remainder of fiscal
2011 as revenues increase.
Other Noncash
Charges. Depreciation and amortization expenses increased from
$1,680,270 for the three months ended December 31, 2009, to $1,865,272 for the
three months ended December 31, 2010. The increase in depreciation and
amortization is associated with additional equipment being deployed, including
HD upgrade equipment, and other intangible assets that were acquired over prior
periods. Interest expense included noncash charges of $84,315 for the
amortization of deferred finance costs and debt discount.
Net Loss.
Primarily as a result of the above, and total noncash charges of
$2,097,699, the Company reported a net loss of $1,707,235 for the three months
ended December 31, 2010, compared to noncash charges of $1,875,862 and a
reported net loss of $1,887,054 for the three months ended December 31,
2009.
20
LIQUIDITY
AND CAPITAL RESOURCES
On
September 11, 2006, the Company entered into a Loan and Security Agreement with
FCC, LLC, d/b/a First Capital, and Full Circle Funding, LP for a senior secured
$20 million non-amortizing revolving five-year credit facility (“Credit
Facility”) to fund the Company's subscriber growth. The Credit Facility was
specifically designed to provide a long-term funding solution to the Company’s
subscriber growth capital requirements. The size of the Credit Facility is
ultimately determined by factors relating to the present value of the Company’s
future revenue as determined by its access agreements. Therefore, as the
Company’s subscriber base increases through the signing of new access agreements
and renewal of existing access agreements, the Company’s borrowing base
potential increases concurrently to certain limits. Given the Company’s focus on
both EBITDA (as adjusted) and subscriber growth, an increasing percentage of
future subscriber acquisition costs should be funded from net operations,
despite the availability of more capital through an increasing borrowing base.
On June 30, 2008, the Company entered into an Amended and Restated Loan and
Security Agreement with the same parties for a $10 million increase to the
Credit Facility and a new five-year term. The original material terms and
conditions of the Credit Facility, previously negotiated and executed on
September 11, 2006, have not changed.
The
Credit Facility requires interest payable monthly only on the principal
outstanding and is specially tailored to the Company's needs by being divided
into six $5 million increments. The Company is under no obligation to draw an
entire increment at one time. The first $5 million increment carries an interest
rate of prime plus 4.1%, the second $5 million at prime plus 3%, the third $5
million at prime plus 2%, the fourth $5 million at prime plus 1%, and the new
$10 million in additional Credit Facility is also divided into two $5 million
increments with the interest rate on these increments being prime plus 1% to 4%,
depending on the Company's ratio of EBITDA to the total outstanding
loan balance. As defined in the Credit Facility, “prime” shall be a minimum
of 7.75%. The Company repaid $107,875 on its Credit Facility during the quarter
ended December 31, 2010 and as of that date the Company has borrowed a total of
$22,963,223, which is due on June 30, 2013.
To access
the Credit Facility above $20 million (which the Company has), the Company must
have (i) positive EBITDA of $1 million, on either the higher of a trailing
twelve (12) month basis or a six (6) month basis times two, and (ii) 60,000
subscribers. To access the Credit Facility above $25 million, the Company must
have (i) positive EBITDA of $3 million on a trailing twelve (12) month
basis, and (ii) 65,000 subscribers. EBITDA shall mean the Company’s net
income (excluding extraordinary gains and non-cash charges as defined in the
Credit Facility) before provisions for interest expense, taxes, depreciation and
amortization. As of December 31, 2010, $7,036,777 remains available for
borrowing under the Credit Facility, subject to the EBITDA and subscriber
covenants described in the preceding paragraph, however, as of December 31,
2010, the Company has not met the required EBITDA to access the Credit Facility
above $25 million.
The
Credit Facility is secured by the Company’s cash and temporary investments,
accounts receivable, inventory, access agreements and certain property, plant
and equipment. The Credit Facility contains covenants limiting the Company’s
ability to, without the prior written consent of FCC, LLC, d/b/a First Capital,
and Full Circle Funding, LP, among other things:
·
|
incur
other indebtedness;
|
·
|
incur
other liens;
|
·
|
undergo
any fundamental changes;
|
·
|
engage
in transactions with affiliates;
|
·
|
issue
certain equity, grant dividends or repurchase
shares;
|
·
|
change
our fiscal periods;
|
·
|
enter
into mergers or consolidations;
|
·
|
sell
assets; and
|
·
|
prepay
other debt.
|
21
The
Credit Facility also includes certain events of default,
including nonpayment of obligations, bankruptcy and change of control.
Borrowings will generally be available subject to a borrowing base and to the
accuracy of all representations and warranties, including the absence of a
material adverse change and the absence of any default or event of
default.
The
Company did not incur or record a provision for income tax for the three months
ended December 31, 2010 and 2009 due to the net loss. The net operating loss
carry forward expires on various dates through 2029; therefore, the Company
should not incur cash needs for income taxes for the foreseeable
future.
The
Company believes, but can not assure, that the combination of revenues, expected
revenue increases, and the remaining available balance under the Credit Facility
up to $25 million will provide it with the needed capital to maintain operations
through December 31, 2011. Should the Company begin to accelerate subscriber
growth, it will have to achieve the EBITDA covenant to access the remainder of
the Credit Facility, rely on the DIRECTV CapEx Program, sell assets, or find
alternative sources of capital funding.
THREE
MONTHS ENDED DECEMER 31, 2010 AND 2009
During
the three months ended December 31, 2010 and 2009, the Company recorded a net
loss of $1,707,235 and $1,887,054, respectively. At December 31, 2010, the
Company had an accumulated deficit of $62,658,439.
Cash
Balance. At December 31, 2010, the Company had cash and cash
equivalents of $106,458, compared to $324,524 at September 30, 2010. The Company
maintains little cash, as revenues are deposited against the balance of the
Credit Facility to reduce interest cost. During the three months ended December
31, 2010, the Company decreased the amount borrowed against the Credit Facility
by $107,875. As of December 31, 2010, the Company believes, but
cannot assure, that the combination of cash, revenues, expected revenue growth
and the remaining available balance under the Credit Facility up to at least $25
million, will provide it with the needed funds to maintain operations at least
through December 31, 2011.
Operating
Activities. Company operations provided net cash of $1,277,422
during the three months ended December 31, 2010 and used net cash of $650,717
for the three months ended December 31, 2009. Net cash provided by (used
in) operating activities included an increase of $524,557 and decrease of
$1,228,031 in accounts payable and other accrued liabilities during the three
months ended December 31, 2010 and 2009, respectively. Additionally, during the
three months ended December 31, 2010 and 2009 there was an increase of $274,610
and decrease of $265,638 in accounts and other receivables, respectively, and
prepaid expenses increased $113,654 and $123,759, respectively. During the three
months ended December 31, 2010 and 2009, deferred revenue increased $532,853 and
$199,109, respectively.
Net loss
for the three months ended December 31, 2010 and 2009 was $1,707,235 and
$1,887,054, respectively, inclusive of net noncash charges associated primarily
with depreciation and amortization and stock options and warrants of $2,097,699
and $1,875,862, respectively.
Investing
Activities. During the three months ended December 31, 2010 and
2009, the Company purchased $1,066,609 and $1,597,809, respectively, of
equipment relating to subscriber additions and HD upgrades for the periods and
for future periods. During the three months ended December 31, 2010 and
2009, the Company paid $321,130 and $518,500, respectively, for the acquisition
of intangible assets and related fees. During the three months ended December
31, 2010, the Company received $45,651 in proceeds for the sale of subscribers
and related property and equipment to Comcast.
Financing
Activities. During the three months ended December 31, 2010 and
2009, the Company incurred $50,000 in deferred financing costs in each period,
and decreased by $107,875, and increased by $2,440,127, the amount borrowed
(paid) through the Credit Facility, respectively. Equity financing activity
provided $4,475 from 1,865 shares of common stock purchased by employees through
the Employee Stock Purchase Plan during the quarter ended December 31,
2010.
22
Working
Capital. As at December 31, 2010, the Company had negative working
capital of approximately $3,988,000, compared to negative working capital
of approximately $2,714,000 as at September 30, 2010. To minimize the draw on
the Credit Facility and the liability, the Company expects to be neutral or
slightly negative working capital in fiscal 2011. The Company believes, but can
not assure, that it will have sufficient funds to meet current operating
activity obligations through current revenue levels, expected revenue growth,
cost cutting, and the funds available through the Credit Facility up to $25
million, to maintain operations through December 31, 2011. Should the
Company accelerate growth, it will have to achieve the EBITDA covenant to access
the remainder of the Credit Facility, rely on the DIRECTV CapEx Program, sell
assets, or find alternative sources of capital funding.
Capital
Commitments and Contingencies. The Company has access agreements
with the owners of multiple dwelling unit properties to supply digital satellite
programming and Internet systems and services to the residents of those
properties; however, the Company has no obligation to build out those properties
and no penalties will accrue if it elects not to do so.
Future
Commitments and Contingencies. The Company believes, but can not
assure, that it has sufficient liquidity to fund current levels of operating
expenses. However, the Company is currently unable to sustain an increasing rate
of growth. To fund future organic growth and acquisitions, the
Company has been and will continue to (i) work to achieve the EBITDA covenant
that would allow it access to the Credit Facility above $25 million, (ii) pursue
opportunities to raise additional financing through private placements of both
equity and debt securities, (iii) accelerate deployments and growth under the
DIRECTV CapEx Program which does not require significant capital, and/or (iv)
pursue negotiations with certain entities for the sale of Company non-core
assets. To that end, the Company has executed a term sheet for a
combined debt and equity financing of up to $10.25 million with the net proceeds
to be used for a certain acquisitions should acquisitions terms be
reached. There is no assurance that the Company will be successful in
the financing of this or any of the other above directives.
Item
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not
required under Regulation S-K for “smaller reporting
companies.”
Item
4T. CONTROLS AND PROCEDURES
We
maintain "disclosure controls and procedures," as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act"), that are designed to ensure that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer, who is also our Chief Financial Officer, or our Vice President of
Finance and Administration, to allow timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and procedures,
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the disclosure controls and procedures are met.
Additionally, in designing disclosure controls and procedures, our management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible disclosure controls and procedures. The design of any
disclosure controls and procedures also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions.
As of
December 31, 2010 (the end of the period covered by this Report), we carried out
an evaluation, under the supervision and with the participation of our Chief
Executive Officer, who is also our Chief Financial Officer, and our Vice
President of Finance and Administration, of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rule
13a-15(e). Based on this evaluation, our Chief Executive Officer and our Vice
President of Finance and Administration concluded that our disclosure controls
and procedures were effective in ensuring that information required to be
disclosed by us in our periodic reports is recorded, processed, summarized and
reported within the time periods specified for each report and that such
information is accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing
similar functions, as appropriate, to allow timely decisions regarding required
disclosure.
There has
been no change in the Company’s internal control over financial reporting during
the quarter ended December 31, 2010 that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting subsequent to the date of the evaluation referred to
above.
23
PART
II - OTHER INFORMATION
Item
1. LEGAL PROCEEDINGS
From time
to time, the Company may be subject to legal proceedings, which could have a
material adverse effect on its business. As of December 31, 2010 and through the
date of this filing, the Company does have litigation in the normal course of
business, however, it does not expect the outcome of this litigation to have a
material effect on the Company.
Item
1A. RISK FACTORS
For a
discussion of the Company’s risk factors, please refer to Part 1, “Item 1A. Risk
Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2010, filed on December 21, 2010. There have been no
material changes in the Company’s assessment of its risk factors during the
quarter ended December 31, 2010.
Item 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
None.
Item
3. DEFAULTS UPON SENIOR SECURITIES
None.
Item
4. [Reserved]
None.
Item 5. OTHER INFORMATION
None.
Item
6. EXHIBITS
31.1-
Rule 13a-14(a)/15d-14(a) Certification, executed by Sheldon Nelson, Chairman,
Board of Directors, Chief Executive Officer and Chief Financial Officer of MDU
Communications International, Inc.
31.2-
Rule 13a-14(a)/15d-14(a) Certification, executed by Carmen Ragusa, Jr., Vice
President of Finance and Administration of MDU Communications International,
Inc.
32.1-
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by
Sheldon Nelson, Chairman, Board of Directors, Chief Executive Officer and Chief
Financial Officer of MDU Communications International, Inc.
32.2-
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by
Carmen Ragusa, Jr., Vice President of Finance of MDU Communications
International, Inc.
24
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MDU
COMMUNICATIONS INTERNATIONAL, INC.
|
||
|
||
Date:
February 10, 2011
|
By:
|
/s/ SHELDON NELSON
|
Sheldon
Nelson
|
||
Chief
Financial Officer
|
MDU
COMMUNICATIONS INTERNATIONAL, INC.
|
||
|
||
Date:
February 10, 2011
|
By:
|
/s/ CARMEN RAGUSA,
JR.
|
Carmen
Ragusa, Jr.
|
||
Vice
President of Finance and
Administration
|
25