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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 June 30, 2009

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: 001-33778





NEUTRAL TANDEM, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 31-1786871                       
|(State or other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)

One South Wacker Drive

Suite 200

Chicago, IL 60606

(Address of principal executive offices, including zip code)

(312) 384-8000

(Registrants telephone number, including area code)





Indicate by checkmark 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                |  |                           |  |  
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                              |  | Accelerated filer         |  | x
|                        |  |                                                | 
|Non-accelerated filer   |  |  ̈  (Do not check if smaller reporting company) |  | smaller reporting company |  |  ̈

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 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 (§232.405 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   ̈

As of July 31, 2009, 33,468,967
shares of the registrants Common Stock, $0.001 par value, were issued and outstanding.









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NEUTRAL TANDEM, INC.

INDEX



|                              |  |                                                                                                          |  |     
|----------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                          |  | Page
|PART I. FINANCIAL INFORMATION
|                              |  |                                                                                                         
|Item 1.                       |  | Condensed Consolidated Financial Statements                                                              |  | 3   
|                              |  |                                                                                                         
|                              |  | Condensed Consolidated Balance Sheets  June 30, 2009 and December 31, 2008                              |  | 3   
|                              |  |                                                                                                         
|                              |  | Condensed Consolidated Statements of Income  Three and six months ended June 30, 2009 and June 30, 2008 |  | 4   
|                              |  |                                                                                                         
|                              |  | Condensed Consolidated Statements of Cash Flows  Six months ended June 30, 2009 and June 30, 2008       |  | 5   
|                              |  |                                                                                                         
|                              |  | Notes to Condensed Consolidated Financial Statements                                                     |  | 6   
|                              |  |                                                                                                         
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                    |  | 13  
|                              |  |                                                                                                         
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                                               |  | 20  
|                              |  |                                                                                                         
|Item 4.                       |  | Controls and Procedures                                                                                  |  | 20  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                         
|                              |  |                                                                                                         
|Item 1.                       |  | Legal Proceedings                                                                                        |  | 20  
|                              |  |                                                                                                         
|Item 1A.                      |  | Risk Factors                                                                                             |  | 21  
|                              |  |                                                                                                         
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                      |  | 23  
|                              |  |                                                                                                         
|Item 6.                       |  | Exhibits                                                                                                 |  | 23  



2



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PART I. FINANCIAL INFORMATION



|Item 1. | Condensed Consolidated Financial Statements (Unaudited)
|------- | -------------------------------------------------------

NEUTRAL TANDEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE
SHEETS

(In thousands, except share and per share amounts)

(Unaudited)



|                                                                                                                                                                                    |  |              |         |                  |   |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ---------------- | - | -------
|                                                                                                                                                                                    |  | June 30,2009 |         | December 31,2008
|ASSETS                                                                                                                                                                              |  |              |         |                  |   |        
|Current assets:                                                                                                                                                                     |  |              |         |                  |   |        
|Cash and cash equivalents                                                                                                                                                           |  | $            | 142,601 |                  | $ | 110,414
|Receivables                                                                                                                                                                         |  |              | 23,152  |                  |   | 16,785 
|Deferred tax asset-current                                                                                                                                                          |  |              | 2,023   |                  |   | 2,341  
|Other current assets                                                                                                                                                                |  |              | 20,111  |                  |   | 1,795  
|                                                                                                                                                                                    |  |              |         |                  |   |        
|                                                                                                                                                                                    |  |             
|Total current assets                                                                                                                                                                |  |              | 187,887 |                  |   | 131,335
|Property and equipmentnet                                                                                                                                                          |  |              | 44,395  |                  |   | 45,266 
|Restricted cash                                                                                                                                                                     |  |              | 440     |                  |   | 440    
|Investments and other assets                                                                                                                                                        |  |              | 510     |                  |   | 18,802 
|                                                                                                                                                                                    |  |              |         |                  |   |        
|                                                                                                                                                                                    |  |             
|Total assets                                                                                                                                                                        |  | $            | 233,232 |                  | $ | 195,843
|                                                                                                                                                                                    |  |              |         |                  |   |        
|                                                                                                                                                                                    |  |             
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                |  |              |         |                  |   |        
|Current liabilities:                                                                                                                                                                |  |              |         |                  |   |        
|Accounts payable                                                                                                                                                                    |  | $            | 3,233   |                  | $ | 258    
|Accrued liabilities:                                                                                                                                                                |  |              |         |                  |   |        
|Taxes payable                                                                                                                                                                       |  |              | 1,694   |                  |   | 657    
|Circuit cost                                                                                                                                                                        |  |              | 2,472   |                  |   | 3,358  
|Rent                                                                                                                                                                                |  |              | 1,132   |                  |   | 1,183  
|Payroll and related items                                                                                                                                                           |  |              | 2,210   |                  |   | 952    
|Other                                                                                                                                                                               |  |              | 2,552   |                  |   | 1,535  
|Current installments of long-term debt                                                                                                                                              |  |              | 1,456   |                  |   | 2,961  
|                                                                                                                                                                                    |  |              |         |                  |   |        
|                                                                                                                                                                                    |  |             
|Total current liabilities                                                                                                                                                           |  |              | 14,749  |                  |   | 10,904 
|Other liabilities                                                                                                                                                                   |  |              |        |                  |   | 191    
|Deferred tax liability-noncurrent                                                                                                                                                   |  |              | 4,925   |                  |   | 4,647  
|Long-term debtexcluding current installments                                                                                                                                       |  |              |        |                  |   | 235    
|                                                                                                                                                                                    |  |              |         |                  |   |        
|                                                                                                                                                                                    |  |             
|Total liabilities                                                                                                                                                                   |  |              | 19,674  |                  |   | 15,977 
|Commitments and contingencies                                                                                                                                                       |  |              |         |                  |   |        
|Shareholders equity:                                                                                                                                                               |  |              |         |                  |   |        
|Preferred stockpar value of $.001; 50,000,000 authorized shares; no shares issued and outstanding at June 30, 2009 and
December 31, 2008                                           |  |              |        |                  |   |       
|Common stockpar value of $.001; 150,000,000 authorized shares; 33,433,171 shares and 32,357,383 shares issued and outstanding at
June 30, 2009 and December 31, 2008, respectively |  |              | 33      |                  |   | 32     
|Additional paid-in capital                                                                                                                                                          |  |              | 165,706 |                  |   | 151,733
|Retained earnings                                                                                                                                                                   |  |              | 47,819  |                  |   | 28,101 
|                                                                                                                                                                                    |  |              |         |                  |   |        
|                                                                                                                                                                                    |  |             
|Total shareholders equity                                                                                                                                                          |  |              | 213,558 |                  |   | 179,866
|                                                                                                                                                                                    |  |              |         |                  |   |        
|                                                                                                                                                                                    |  |             
|Total liabilities and shareholders equity                                                                                                                                          |  | $            | 233,232 |                  | $ | 195,843
|                                                                                                                                                                                    |  |              |         |                  |   |        

The accompanying notes are an integral part of these condensed consolidated financial statements.



3



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NEUTRAL TANDEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)



|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                                |  | 2009                       |        |   | 2008                     |   |        | 2009 |  |   | 2008   |  
|Revenue                                                                         |  | $                          | 41,235 |   |                          | $ | 28,578 |      |  | $ | 79,484 |   |  | $ | 54,804 |  
|                                                                                |  |                            |        |  
|Operating expense:                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Network and facilities expense (excluding depreciation and amortization)        |  |                            | 12,432 |   |                          |   | 9,386  |      |  |   | 23,894 |   |  |   | 18,496 |  
|Operations                                                                      |  |                            | 4,849  |   |                          |   | 4,125  |      |  |   | 9,804  |   |  |   | 8,197  |  
|Sales and marketing                                                             |  |                            | 474    |   |                          |   | 451    |      |  |   | 998    |   |  |   | 995    |  
|General and administrative                                                      |  |                            | 3,704  |   |                          |   | 3,194  |      |  |   | 7,093  |   |  |   | 6,212  |  
|Depreciation and amortization                                                   |  |                            | 3,199  |   |                          |   | 2,823  |      |  |   | 7,240  |   |  |   | 6,086  |  
|Impairment of fixed assets                                                      |  |                            |       |   |                          |   | 195    |      |  |   |       |   |  |   | 195    |  
|Gain on disposal of fixed assets                                                |  |                            |       |   |                          |   |       |      |  |   | (25    | ) |  |   |       |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Total operating expense                                                         |  |                            | 24,658 |   |                          |   | 20,174 |      |  |   | 49,004 |   |  |   | 40,181 |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Income from operations                                                          |  |                            | 16,577 |   |                          |   | 8,404  |      |  |   | 30,480 |   |  |   | 14,623 |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Other (income) expense                                                          |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Interest expense, including debt discount of $22, $21, $44 and $49 respectively |  |                            | 94     |   |                          |   | 250    |      |  |   | 227    |   |  |   | 549    |  
|Interest income                                                                 |  |                            | (257   | ) |                          |   | (799   | )    |  |   | (548   | ) |  |   | (1,697 | )
|Other (income) expense                                                          |  |                            | 1      |   |                          |   |       |      |  |   | (241   | ) |  |   | 550    |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Total other (income) expense                                                    |  |                            | (162   | ) |                          |   | (549   | )    |  |   | (562   | ) |  |   | (598   | )
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Income before income taxes                                                      |  |                            | 16,739 |   |                          |   | 8,953  |      |  |   | 31,042 |   |  |   | 15,221 |  
|Provision for income taxes                                                      |  |                            | 6,065  |   |                          |   | 3,309  |      |  |   | 11,324 |   |  |   | 5,554  |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Net income                                                                      |  | $                          | 10,674 |   |                          | $ | 5,644  |      |  | $ | 19,718 |   |  | $ | 9,667  |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Net income per share:                                                           |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                           |  | $                          | 0.32   |   |                          | $ | 0.18   |      |  | $ | 0.60   |   |  | $ | 0.31   |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Diluted                                                                         |  | $                          | 0.31   |   |                          | $ | 0.17   |      |  | $ | 0.59   |   |  | $ | 0.29   |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Weighted average number of shares outstanding:                                  |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                           |  |                            | 33,018 |   |                          |   | 31,771 |      |  |   | 32,774 |   |  |   | 31,432 |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                |  |                            |        |  
|Diluted                                                                         |  |                            | 33,948 |   |                          |   | 33,210 |      |  |   | 33,682 |   |  |   | 33,130 |  
|                                                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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NEUTRAL TANDEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                  |  |                          |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                  |  | Six Months EndedJune 30, |        
|                                                                                  |  | 2009                     |         |   | 2008 |  
|Cash Flows From Operating Activities:                                             |  |                          |         |   |      |   |         |  
|Net income                                                                        |  | $                        | 19,718  |   |      | $ | 9,667   |  
|Adjustments to reconcile net cash flows from operating activities:                |  |                          |         |   |      |   |         |  
|Depreciation and amortization                                                     |  |                          | 7,240   |   |      |   | 6,086   |  
|Deferred income taxes                                                             |  |                          | 596     |   |      |   | 12      |  
|Impairment of fixed assets                                                        |  |                          |        |   |      |   | 195     |  
|Gain on disposal of fixed assets                                                  |  |                          | (25     | ) |      |   |        |  
|Non-cash share-based compensation                                                 |  |                          | 1,940   |   |      |   | 1,039   |  
|Amortization of debt discount                                                     |  |                          | 44      |   |      |   | 49      |  
|Changes in fair value of ARS                                                      |  |                          | (726    | ) |      |   |        |  
|Changes in fair value of ARS Rights                                               |  |                          | 485     |   |      |   |        |  
|Excess tax benefit associated with stock option exercise                          |  |                          | (8,157  | ) |      |   |        |  
|Changes in assets and liabilities:                                                |  |                          |         |   |      |   |         |  
|Receivables                                                                       |  |                          | (6,367  | ) |      |   | (2,826  | )
|Other current assets                                                              |  |                          | 169     |   |      |   | (119    | )
|Other noncurrent assets                                                           |  |                          | 48      |   |      |   | 65      |  
|Accounts payable                                                                  |  |                          | 969     |   |      |   | 2,010   |  
|Accrued liabilities                                                               |  |                          | 10,341  |   |      |   | (1,286  | )
|Noncurrent liabilities                                                            |  |                          |        |   |      |   | 188     |  
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Net cash flows from operating activities                                          |  |                          | 26,275  |   |      |   | 15,080  |  
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Cash Flows From Investing Activities:                                             |  |                          |         |   |      |   |         |  
|Purchase of equipment                                                             |  |                          | (4,365  | ) |      |   | (7,881  | )
|Proceeds from sale of equipment                                                   |  |                          | 27      |   |      |   |        |  
|Purchase of long-term investments                                                 |  |                          |        |   |      |   | (25,150 | )
|Sale of long-term investments                                                     |  |                          |        |   |      |   | 900     |  
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Net cash flows from investing activities                                          |  |                          | (4,338  | ) |      |   | (32,131 | )
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Cash Flows From Financing Activities:                                             |  |                          |         |   |      |   |         |  
|Proceeds from the issuance of common shares associated with stock option exercise |  |                          | 3,877   |   |      |   | 4,991   |  
|Excess tax benefit associated with stock option exercise                          |  |                          | 8,157   |   |      |   |        |  
|Principal payments on long-term debt                                              |  |                          | (1,784  | ) |      |   | (2,357  | )
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Net cash flows from financing activities                                          |  |                          | 10,250  |   |      |   | 2,634   |  
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Net Increase (Decrease) In Cash And Cash Equivalents                              |  |                          | 32,187  |   |      |   | (14,417 | )
|Cash And Cash EquivalentsBeginning                                               |  |                          | 110,414 |   |      |   | 112,020 |  
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Cash And Cash EquivalentsEnd                                                     |  | $                        | 142,601 |   |      | $ | 97,603  |  
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Supplemental Disclosure Of Cash Flow Information:                                 |  |                          |         |   |      |   |         |  
|Cash paid for interest                                                            |  | $                        | 117     |   |      | $ | 562     |  
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Cash paid for taxes                                                               |  | $                        | 5,086   |   |      | $ | 3,104   |  
|                                                                                  |  |                          |         |   |      |   |         |  
|                                                                                  |  |                         
|Supplemental Disclosure Of Noncash Flow Items:                                    |  |                          |         |   |      |   |         |  
|Investing ActivityAccrued purchases of equipment                                 |  | $                        | 2,177   |   |      | $ | 3,655   |  
|                                                                                  |  |                          |         |   |      |   |         |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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NEUTRAL TANDEM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | DESCRIPTION OF THE BUSINESS
|-- | ---------------------------

Neutral Tandem, Inc.
(the Company) provides tandem interconnection services principally to competitive carriers, including wireless, wireline, cable and broadband telephony companies. Competitive carriers use tandem switches to interconnect and exchange local and long
distance traffic between their networks without the need to establish direct switch-to-switch connections. Prior to the introduction of the Companys service, the primary method for competitive carriers to exchange traffic indirectly was
through the use of the incumbent local exchange carriers, or ILECs, tandem switches. The tandem switching services offered by ILECs consist of transit services, which are provided in connection with local calls, and access services, which are
provided in connection with long distance calls. Under certain interpretations of the Telecommunications Act of 1996 and implementing regulations, ILECs are required to provide tandem transit services to competitive carriers. ILECs generally set per
minute rates and other charges for tandem transit services according to rate schedules approved by state public utility commissions, although the methodology used to review these rate schedules varies from state to state. ILECs are also required to
offer access services to competing telecommunications carriers under the Telecommunications Act of 1996 and implementing regulations. ILECs generally set per minute rates and other charges for access services according to mandated rate schedules set
by the Federal Communications Commission, or FCC, for interstate calls and by state public utility commissions for intrastate calls. The Companys services enable competitive carriers to exchange traffic between their networks without using an
ILEC tandem for both local and long distance calls.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------

Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in
consolidation.

Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated balance
sheets as of June 30, 2009 and December 31, 2008, the condensed consolidated statements of income for the three and six months ended June 30, 2009 and 2008, and the condensed consolidated statements of cash flows for the six months
ended June 30, 2009 and 2008 are unaudited. The condensed consolidated balance sheet data as of December 31, 2008 was derived from the audited consolidated financial statements which are included in the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2008. The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2008.

The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles (GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission applicable to interim periods. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the unaudited interim condensed consolidated financial statements as of June 30, 2009 and for the three and six months
ended June 30, 2009 and 2008 have been prepared on the same basis as the audited consolidated statements and reflect all adjustments, which are normal recurring adjustments, necessary for the fair presentation of its statement of financial
position, results of operations and cash flows. The results of operations for the three and six months ended June 30, 2009 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any
future periods.

Cash and Cash Equivalents The Company considers all highly liquid investments with an original
maturity of 90 days or less to be cash and cash equivalents.

Short-term Investments  The Company considers all
investments with remaining time to maturity of one year or less to be short-term investments. At June 30, 2009, the Companys short-term investments consisted of $18.8 million (par value) of auction rate securities (ARS) recorded within
the other current asset category of the Companys condensed consolidated balance sheet. See note 7 to the condensed consolidated financial statements for further details on the Companys ARS and related ARS Rights.

The Companys ARS Rights are required to be recognized as a free-standing asset, separate from the Companys ARS. Upon entering into a
settlement agreement with UBS in the fourth quarter of 2008, the Company elected to treat the ARS as trading securities and elected to measure the ARS Rights at fair value. As such, in the second quarter of 2009, the Company recorded a loss of $0.3
million related to the ARS Rights and a gain of $0.3 million on the Companys ARS portfolio related to the change in fair value during the three months ended June 30, 2009. In the six months ended June 30, 2009, the loss was $0.5
million related to the ARS Rights and a gain of $0.7 million on the Companys ARS portfolio related to the change in fair value during the six months ended June 30, 2009. These amounts are reflected within other (income) expense in the
Companys condensed consolidated statements of income.

The Company may not hold these securities until final maturity because of
UBSs right to purchase and or right to sell the ARS. Changes in the estimated fair value of the ARS and the ARS Rights will be recognized on a quarterly basis until the sale of these securities has been completed.

Fair Values of Financial Instruments The types of instruments valued based on quoted market prices in active markets includes the
Companys money market funds. The types of instruments valued based on unobservable inputs in which there is little or no market data and the unobservable inputs are significant to the fair value measurement includes the Companys ARS and
related ARS Rights. See Note 7 to the Condensed Consolidated Financial Statements for further details on investment and fair value measurements.

Effective June 30, 2009, the Company adopted FASB Staff Position (FSP) No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP No. 107-1), which requires disclosures of fair value for any
financial instruments not currently reflected at fair value on the balance sheet for all interim periods. As FSP No. 107-1 relates to disclosure requirements, the adoption did not have an effect on our consolidated financial position, results
of operations or cash flows.



6



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##### Table of Contents

The Company did not elect to measure its debt at fair value. The estimated fair value of the
Companys debt at June 30, 2009 was $2.1 million compared to the carrying amount of $1.5 million included in the condensed consolidated balance sheet. The estimated fair value of the Companys debt at December 31, 2008 was
$3.8 million compared to the carrying amount of $3.2 million included in the condensed consolidated balance sheet. The Companys estimated fair value of its debt is determined by discounting the future cash flows using a discount rate of
approximately 15.0%. This discount rate includes the final interest payment which is required at the end of the loan term. The carrying amounts of our cash and equivalents, receivables and accounts payable approximate fair value.

The Company applies a discounted cash flow model approach to value its financial assets and liabilities, which include its ARS and ARS Rights. The
discounted cash flow model approach takes into consideration the anticipated coupon rate for the securities, a market-based discount rate, an illiquidity premium and an anticipated workout period, or likely timeframe to redemption or liquidation in
the open market. The fair value disclosures required by Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS 157), are included in Note 7, Investments and Fair Value Measurements.

Restricted Cash The Company has letters of credit securing certain building leases. In accordance with the terms of the letters of
credit, the Company pledged cash for a portion of the outstanding amount. The Company had restricted cash of $0.4 million at June 30, 2009 and December 31, 2008.

Long-Lived Assets The carrying value of long-lived assets, primarily property and equipment, is evaluated whenever events or changes
in circumstances indicate that a potential impairment has occurred. A potential impairment has occurred if projected undiscounted cash flows are less than the carrying value of the assets. The estimated cash flows include managements
assumptions of cash inflows and outflows directly resulting from the use of that asset in operations. The impairment test is a two-step process. If the carrying value of the asset exceeds the expected future cash flows from the asset, impairment is
indicated. The impairment loss recognized is the excess of the carrying value of the asset over its fair value.

The Company had no
impairment of long-lived assets in the six months ended June 30, 2009 and $0.2 million in the six months ended June 30, 2008 related to the Companys decision to invest in new switch equipment in its Michigan and Ohio locations.

Revenue Recognition The Company generates revenue from sales of its tandem interconnection services. The Company
maintains executed service agreements with each of its customers in which specific fees and rates are determined. Revenue is recorded each month based upon documented minutes of traffic switched for which service is provided and when collection is
probable. The Company provides service primarily to large, well-established competitive carriers, including wireless, wireline and cable and broadband telephony.

Earnings Per Share Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed based on the weighted
average number of shares of common stock outstanding adjusted by the number of additional shares of common stock that would have been outstanding had the potentially dilutive shares of common stock been issued. Potentially dilutive shares of common
stock include stock options and convertible warrants. The following table presents a reconciliation of the numerators and denominators of basic and diluted earnings per share of common stock:



|                                                          |  |                            |        |                          |   |        |  |      |        |  |   |       
|--------------------------------------------------------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                                                          |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|(In thousands, except per share amounts)                  |  | 2009                       |        | 2008                     |   | 2009   |  | 2008
|Numerator:                                                |  |                            |        |                          |   |        |  |      |        |  |   |       
|Net income applicable to common stockholders, as reported |  | $                          | 10,674 |                          | $ | 5,644  |  | $    | 19,718 |  | $ | 9,667 
|Denominator:                                              |  |                            |        |                          |   |        |  |      |        |  |   |       
|Weighted average common shares outstanding                |  |                            | 33,018 |                          |   | 31,771 |  |      | 32,774 |  |   | 31,432
|Effect of dilutive securities:                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Stock options                                             |  |                            | 930    |                          |   | 1,439  |  |      | 908    |  |   | 1,589 
|Warrants                                                  |  |                            |       |                          |   |       |  |      |       |  |   | 109   
|                                                          |  |                            |        |                          |   |        |  |      |        |  |   |       
|                                                          |  |                            |        |                         
|Denominator for diluted earnings per share                |  |                            | 33,948 |                          |   | 33,210 |  |      | 33,682 |  |   | 33,130
|                                                          |  |                            |        |                          |   |        |  |      |        |  |   |       
|Net earnings per share:                                   |  |                            |        |                          |   |        |  |      |        |  |   |       
|Basic - as reported                                       |  | $                          | 0.32   |                          | $ | 0.18   |  | $    | 0.60   |  | $ | 0.31  
|                                                          |  |                            |        |                          |   |        |  |      |        |  |   |       
|                                                          |  |                            |        |                         
|Diluted - as reported                                     |  | $                          | 0.31   |                          | $ | 0.17   |  | $    | 0.59   |  | $ | 0.29  
|                                                          |  |                            |        |                          |   |        |  |      |        |  |   |       



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Options to purchase 36,000, 1,386,000, 1,528,000 and 1,386,000 shares of common stock were outstanding
during the three months ended June 30, 2009 and June 30, 2008 and the six months ended June 30, 2009 and June 30, 2008, respectively, but were not included in the computation of diluted earnings per share because the effect would
have been antidilutive.

Accounting for Stock-Based Compensation  The fair value of stock options is determined using
the Black-Scholes valuation model. This model takes into account the exercise price of the stock option, the fair value of the common stock underlying the stock option as measured on the date of grant and an estimation of the volatility of the
common stock underlying the stock option. Such value is recognized as expense over the service period, net of estimated forfeitures, using the accelerated method. The estimation of stock awards that will ultimately vest requires judgment, and to the
extent actual results or updated estimates differ from the Companys current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected
forfeitures, including types of awards, employee class, and historical experience. Actual results, and future changes in estimates, may differ substantially from the Companys current estimates.

The amount of share-based expense recorded in the three months ended June 30, 2009 and 2008, is $1.0 million and $0.8 million, respectively. The
amount of share-based expense recorded in the six months ended June 30, 2009 and 2008, is $1.9 million and $1.0 million, respectively.

Recent Accounting Pronouncements  As required by the provisions of Financial Accounting Standards Board (FASB) Staff Position (FSP) 157-2, the Company adopted Statement of Financial Accounting Standards (SFAS) 157 for
our non-financial assets and liabilities on January 1, 2009, which did not have a material effect on the Companys condensed consolidated financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP Financial Accounting Standards (FAS) 157-4, Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP provides additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly
decreased in relation to normal market activity for the asset or liability. The FSP also provides additional guidance on circumstances that may indicate that a transaction is not orderly. FSP FAS 157-4 is effective for interim and annual periods
ending after June 15, 2009. The Company adopted FSP FAS 157-4 during the second quarter of 2009, and its application had no impact on the Companys condensed consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, which establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before the financial statements are issued or are available to be issued. Although the standard is based on the same principles as those that currently exist in the auditing standards, it includes a new
required disclosure of the date through which an entity has evaluated subsequent events. The Company adopted SFAS No. 165 during the second quarter of 2009, and its application had no impact on the Companys condensed consolidated
financial statements. The Company evaluated subsequent events through the date the accompanying financial statements were issued, which was August 7, 2009.



|3. | DEBT
|-- | ----

At June 30, 2009, the Company has
approximately $1.5 million of debt outstanding with Western Technology Investment (WTI). The amounts outstanding are summarized as follows:



|                                                                                                                                                                                                 |  |              |        |   |                  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ------ | - | ---------------- | - | ------ | -
|(Dollars in thousands)                                                                                                                                                                           |  | June 30,2009 |        |   | December 31,2008 |  
|Secured term loan, interest payable at 9.0%. Principal repaid in 36 equal installments commencing August 1, 2006. A final payment of 9.6%
of the borrowed amount is required in July 2009        |  | $            | 79     |   |                  | $ | 536    |  
|Secured term loan, interest payable at 9.25%. Principal repaid in 36 equal installments commencing October 1, 2006. A final payment of
9.6% of the borrowed amount is required in September 2009 |  |              | 233    |   |                  |   | 686    |  
|Secured term loan, interest payable at 9.5%. Principal repaid in 36 equal installments commencing January 1, 2007. A final payment of
9.6% of the borrowed amount is required in December 2009   |  |              | 464    |   |                  |   | 906    |  
|Secured term loan, interest payable at 9.5%. Principal repaid in 36 equal installments commencing April 1, 2007. A final payment of 9.6%
of the borrowed amount is required in March 2010        |  |              | 687    |   |                  |   | 1,120  |  
|Lessdiscount on debt associated with the issuance of warrants                                                                                                                                   |  |              | (7     | ) |                  |   | (52    | )
|                                                                                                                                                                                                 |  |              |        |   |                  |   |        |  
|                                                                                                                                                                                                 |  |             
|Total long-term debt                                                                                                                                                                             |  |              | 1,456  |   |                  |   | 3,196  |  
|                                                                                                                                                                                                 |  |             
|Lesscurrent installments                                                                                                                                                                        |  |              | (1,456 | ) |                  |   | (2,961 | )
|                                                                                                                                                                                                 |  |              |        |   |                  |   |        |  
|                                                                                                                                                                                                 |  |             
|Long-term debtexcluding current installments                                                                                                                                                    |  | $            |       |   |                  | $ | 235    |  
|                                                                                                                                                                                                 |  |              |        |   |                  |   |        |  



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Under the terms of its debt agreement, the Company must comply with certain negative covenants that limit
its ability to declare or pay dividends, incur additional indebtedness, incur liens, dispose of significant assets, make acquisitions or significantly change the nature of its business without the permission of the lender. For the periods ended
June 30, 2009 and December 31, 2008, the Company was in compliance with all the covenants under its debt agreements.

The Company
uses cash collateralized letters of credit issued by Bank of America, NA to secure certain facility leases and other obligations. At June 30, 2009 there was $440,000 of restricted cash used as collateral for $384,000 in letters of credit
outstanding.



|4. | LEGAL PROCEEDINGS
|-- | -----------------

From time to time, the Company
is a party to legal or regulatory proceedings arising in the normal course of its business. Aside from the matters discussed below, the Company does not believe that it is a party to any pending legal action that could reasonably be expected to have
a material adverse effect on its business or operating results.

Peerless Networks, LLC. On June 12, 2008, the Company
commenced a patent infringement action against Peerless Networks, LLC and John Barnicle, in the United States District Court for the Northern District of Illinois to enforce U.S. Patent No. 7,123,708 ( Neutral Tandem, Inc. v Peerless
Networks, LLC, Peerless Networks of Illinois, LLC and John Barnicle, 08 CV 3402) . On July 28, 2008, the defendants filed a response to the Companys complaint denying liability and asserting various affirmative defenses and
counterclaims. The defendants generally allege (i) that the Companys patent is invalid and unenforceable under a variety of theories, (ii) that assertion of the patent amounts to patent misuse and violation of certain monopolization
laws, and (iii) that certain conduct surrounding the litigation gave rise to tortious interference and business disparagement claims and Lanham Act violations. On December 4, 2008, the United States District Court for the Northern District
of Illinois granted the Companys motion to dismiss the claims alleging business disparagement and Lanham Act violations but denied the Companys motion to dismiss the claims related to the alleged violation of certain monopolization laws.
The parties have now commenced discovery on the Companys claims and the defendants remaining counterclaims. The Company believes that the defendants remaining allegations have no merit and intends to vigorously defend itself
against these remaining counterclaims.



|5. | INCOME TAXES
|-- | ------------

Income taxes were computed using an
estimated effective tax rate, which is subject to ongoing review and evaluation by the Company. The Companys estimated effective income tax rate was 36.2% and 36.9% for the three months ended June 30, 2009 and 2008, respectively. The
Companys estimated effective income tax rate was 36.5% for both of the six months ended June 30, 2009 and 2008. The Companys estimated effective income tax rate varies from the statutory federal income tax rate of 35% primarily due
to the impact of state income taxes, Illinois EDGE credit tax benefit and tax exempt municipal interest.

The Company files income tax
returns in the U.S. federal jurisdiction, and various states and local jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state or local examinations for years before 2005. At June 30, 2009 and
December 31, 2008, the Company had not accrued any income tax liability due to uncertain tax positions.



|6. | STOCK OPTIONS
|-- | -------------

The Company established the 2003
Stock Option and Stock Incentive Plan (2003 Plan), which provides for issuance of up to 1,600,000 options and restricted stock to eligible employees, officers, and independent contractors of the Company. The Company authorized an additional 700,000,
350,000 and 2,000,000 options and restricted stock under the 2003 Plan in February 2006, May 2006 and July 2006, respectively. In 2007 the Company adopted the Neutral Tandem, Inc. 2007 Long-Term Equity Incentive Plan (2007 Plan) and ceased
awarding equity grants under the 2003 Plan. As of June 30, 2009, the Company had granted a total of 1,017,658 options that remained outstanding under the 2003 Plan.

At June 30, 2009, the Company had granted a total of 1,419,500 options that remained outstanding under the 2007 Plan. Option awards for 1,980,760 shares, representing approximately 5.9% of the Companys
outstanding common stock as of June 30, 2009, remained available for additional grants under the 2007 Plan.

All options granted under
the 2003 Plan and the 2007 Plan have an exercise price equal to the market value of the underlying common stock on the date of the grant. The following table shows the exercise price of one share of the Companys common stock on each stock
option grant date during the year ended December 31, 2008 and through the second quarter of fiscal 2009:



|                    |  |                               |  |                                                            |      
|------------------- |  | ----------------------------- |  | ---------------------------------------------------------- | -----
|Grant Date          |  | Number of StockOptions Issued |  | Weighted AverageExercise Price of OneShare of Common Stock
|First Quarter 2008  |  | 9,000                         |  | $                                                          | 19.11
|Second Quarter 2008 |  | 1,360,000                     |  | $                                                          | 17.91
|Third Quarter 2008  |  | 109,000                       |  | $                                                          | 18.23
|Fourth Quarter 2008 |  | 62,000                        |  | $                                                          | 16.87
|First Quarter 2009  |  | 23,000                        |  | $                                                          | 19.50
|Second Quarter 2009 |  | 13,000                        |  | $                                                          | 28.90
|                    |  |                               |  |                                                            |      
|                    |  |                              
|Total               |  | 1,576,000                     |  |                                                            |      
|                    |  |                               |  |                                                            |      



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##### Table of Contents

The fair value of each option granted is estimated on the date of grant using the Black-Scholes
option-pricing model. The following table summarizes the assumptions used for estimating the fair value of options for the six months ended June 30, 2009 and June 30, 2008:



|                              |  |                |   |  |                |  
|----------------------------- |  | -------------- | - |  | -------------- | -
|                              |  | June 30,2009   |   |  | June 30,2008   |  
|Expected life                 |  | 6.3 -6.7 years |   |  | 6.4 -6.5 years |  
|Risk-free interest rate range |  | 2.1% - 3.2     | % |  | 3.0% - 3.7     | %
|Expected dividends            |  |               |   |  |               |  
|Volatility                    |  | 54.3% - 54.5   | % |  | 41.9% - 42.9   | %

The Company utilized the simple average volatility of three telecommunication companies that share
similar business characteristics. The simple average volatility of the three companies selected ranged from 34.4% at the beginning of 2006 to 50.8% at December 31, 2008. The Company calculated the volatility of its own stock for the period
between November 2, 2007 and December 31, 2008 and found that it was not materially different than the results of the three company average. The Company calculated and utilized its own volatility during the first and second quarters of
2009.

Beginning in November 2007, the Company elected to use the simplified method to estimate the expected term for the valuation of
stock options, as permitted by Securities and Exchange Commission (SEC) Staff Accounting Bulletin 107 (SAB 107), due to the unknown effect on option holder behavior of the increased liquidity of the underlying options following the Companys
IPO. In December 2007, the SEC released Staff Accounting Bulletin No. 110 (SAB 110). SAB 110 amended SAB 107 to allow for the continued use, under certain circumstances, of the simplified method in developing an estimate of the
expected term of plain vanilla stock options accounted for under SFAS 123(R). As a result, the Company used the simplified method in 2008 and the first quarter of 2009. During the second quarter of 2009 the Company determined that
sufficient historical data exists regarding the actual term that employees hold their options and began to utilize its own expected term. The Companys calculated term that was used during the second quarter 2009 was approximately 6.7 years.

The weighted-average fair value of options granted, as determined by using the Black-Scholes valuation model, during the period was $12.06
and $8.46 for the six months ended June 30, 2009 and 2008, respectively. The total grant date fair value of options that vested during the six months ended June 30, 2009 and 2008 was approximately $3.4 million and $0.2 million,
respectively.

The following summarizes activity under the Companys stock option plan for the six months ended June 30, 2009:



|                                         |  |             |   |  |                               |       |                               |   |                                     |  |    
|---------------------------------------- |  | ----------- | - |  | ----------------------------- | ----- | ----------------------------- | - | ----------------------------------- |  | ---
|                                         |  | Shares(000) |   |  | Weighted-AverageExercisePrice |       | AggregateIntrinsicValue($000) |   | Weighted-AverageRemainingTerm (yrs)
|Options outstandingJanuary 1, 2009      |  | 3,603       |   |  | $                             | 9.03  |                               |   |                                     |  |    
|Granted                                  |  | 36          |   |  |                               | 22.89 |                               |   |                                     |  |    
|Exercised                                |  | (1,076      | ) |  |                               | 3.60  |                               |   |                                     |  |    
|Cancelled                                |  | (72         | ) |  |                               | 13.47 |                               |   |                                     |  |    
|                                         |  |             |   |  |                               |       |                               |   |                                     |  |    
|                                         |  |             |   | 
|Options outstandingJune 30, 2009        |  | 2,491       |   |  | $                             | 11.45 |                               | $ | 46,310                              |  | 8.1
|                                         |  |             |   |  |                               |       |                               |   |                                     |  |    
|                                         |  |             |   | 
|Vested or expected to vest-June 30, 2009 |  | 2,491       |   |  | $                             | 11.45 |                               | $ | 46,310                              |  | 8.1
|                                         |  |             |   |  |                               |       |                               |   |                                     |  |    
|                                         |  |             |   | 
|Exercisable-June 30, 2009                |  | 638         |   |  | $                             | 8.34  |                               | $ | 13,834                              |  | 7.5
|                                         |  |             |   |  |                               |       |                               |   |                                     |  |    

The unrecognized compensation cost associated with options outstanding at June 30, 2009 and
December 31, 2008 was $10.5 million and $12.5 million, respectively. The weighted average remaining term that the compensation will be recorded is 2.4 years and 2.8 years as of June 30, 2009 and December 31, 2008, respectively.



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|7. | INVESTMENTS AND FAIR VALUE MEASUREMENTS
|-- | ---------------------------------------

Investments

The following is a summary of investments as of June 30, 2009 and December 31, 2008 (in
thousands):



|                       |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|---------------------- |  | ----------------- | ------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | -------
|                       |  | June 30, 2009    
|                       |  | AmortizedCost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|Money market           |  | $                 | 138,472 |                      | $ |                      |  | $ |                    |   |  | $ | 138,472
|ARStrading securities |  | $                 | 18,825  |                      | $ |                      |  | $ | (1,231              | ) |  | $ | 17,594 
|ARS rights             |  | $                 |        |                      | $ | 891                   |  | $ |                    |   |  | $ | 891    
|                       | 
|                       |  | December 31, 2008
|                       |  | AmortizedCost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|Money market           |  | $                 | 106,867 |                      | $ |                      |  | $ |                    |   |  | $ | 106,867
|ARStrading securities |  | $                 | 18,825  |                      | $ |                      |  | $ | (1,957              | ) |  | $ | 16,868 
|ARS rights             |  | $                 |        |                      | $ | 1,376                 |  | $ |                    |   |  | $ | 1,376  

The following is a summary of the carrying values and balance sheet classification as of
June 30, 2009 and December 31, 2008:



|                            |  |                |         |                  |   |        
|--------------------------- |  | -------------- | ------- | ---------------- | - | -------
|                            |  | June 30,2009   |         | December 31,2008
|                            |  | (In thousands)
|Cash in banks               |  | $              | 4,129   |                  | $ | 3,547  
|Money market                |  |                | 138,472 |                  |   | 106,867
|ARStrading securities      |  |                | 17,594  |                  |   | 16,868 
|ARS rights                  |  |                | 891     |                  |   | 1,376  
|Restricted cash             |  |                | 440     |                  |   | 440    
|                            |  |                |         |                  |   |        
|                            |  |               
|Total                       |  | $              | 161,526 |                  | $ | 129,098
|                            |  |                |         |                  |   |        
|                            |  |               
|Reported as:                |  |                |         |                  |   |        
|Cash and cash equivalents   |  | $              | 142,601 |                  | $ | 110,414
|Other current assets        |  |                | 18,485  |                  |   |       
|Non-current other assets    |  |                |        |                  |   | 18,244 
|Non-current restricted cash |  |                | 440     |                  |   | 440    
|                            |  |                |         |                  |   |        
|                            |  |               
|Total                       |  | $              | 161,526 |                  | $ | 129,098
|                            |  |                |         |                  |   |        

As of June 30, 2009 and December 31, 2008, the Company had $138.5 million and $106.9
million, respectively, invested in money market mutual funds of which $99.3 million is guaranteed under the U.S. Department of the Treasurys Temporary Guaranty Program.

At June 30, 2009 and December 31, 2008, the Company held approximately $18.8 million (par value) of auction rate securities (ARS) investments
in municipal notes. These investments were reclassified to trading securities from available for sale securities in the fourth quarter of 2008. Accordingly, they were valued at fair value as of June 30, 2009 and December 31, 2008. The
Companys ARS have an auction reset feature whose underlying assets are generally student loans which are insured in part by the federal government under the Federal Family Education Loan Programs (FFELP). In February 2008, auctions began to
fail for these securities and each auction since then has failed. The Company has since been able to liquidate $6.3 million of the securities at par value through issuer redemptions. As of June 30, 2009, these investments were reclassified to
short-term investments in accordance with the ARS Rights which allow the Company to sell its ARS back to UBS beginning June 30, 2010, which is consistent with the Companys intent.

The ARS securities are valued using a discounted cash flow model that takes into consideration the following factors among others:



| |  |  | the anticipated coupon rate for the securities;
| | - |  | -----------------------------------------------



| |  |  | a market-based discount rate;
| | - |  | -----------------------------



| |  |  | an illiquidity premium; and
| | - |  | ---------------------------



| |  |  | an anticipated workout period, or the likely timeframe to redemption or liquidation in the open market.
| | - |  | -------------------------------------------------------------------------------------------------------

In the fourth quarter 2008, the Company entered into a settlement with UBS related to the ARS, pursuant to which the Company elected to participate in a
rights offering that provides it with certain rights (ARS Rights) to sell $18.8 million (par value) of the ARS, back to UBS at par value, at any time during a two-year sale period beginning June 30, 2010. By electing to participate in the
settlement and receive the ARS Rights, the Company granted UBS the right, exercisable at any time prior to June 30, 2010 or during the two-year sale period, to purchase or cause the sale of the Companys ARS. The ARS Rights have value in
that they provide the Company with the ability to limit the length of the workout period to 18 months, absent redemptions by the issuer or liquidation in the open market. The ARS Rights were valued by analyzing the value of the underlying ARS on a
stand-alone basis compared to their value along with the ARS Rights. The additional value of the ARS with the ARS Rights over the calculated value of the ARS on a stand-alone basis represents the value of the ARS Rights.



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##### Table of Contents

The Companys ARS Rights are required to be recognized as a free-standing asset, separate from the
Companys ARS. The Company has elected to treat its ARS as trading securities and to measure the ARS Rights at fair value in order to match the changes in the fair value of the ARS. In the second quarter of 2009, the Company recorded
a loss of $0.3 million related to the ARS Rights and a gain of $0.3 million on the Companys ARS portfolio related to the change in fair value during the three months ended June 30, 2009. During the first six months of 2009, the Company
recorded a loss of $0.5 million related to the ARS Rights and a gain of $0.7 million on the Companys ARS portfolio due to changes in the estimated fair value of each investment. The ARS Rights and the ARS, reclassified from available-for-sale
to trading securities, are recorded in current other assets in the accompanying condensed consolidated balance sheet as of June 30, 2009 and recorded in non-current other assets in the accompanying condensed consolidated balance sheet as of
December 31, 2008.

The Company does not intend to hold these securities until final maturity because of UBSs right to purchase
and or right to sell the ARS. The ARS and the ARS Rights will be revalued to fair market value on a quarterly basis until the sale of these securities has been completed.

Fair Value Measurement

SFAS No. 157 clarifies that fair value is an exit price,
representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions
that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS No. 157 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
(Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level III) unobservable inputs in which there is little or
no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring
basis, the Company measures its investments and marketable securities at fair value.

The Companys cash equivalents are classified
within Level I of the fair value hierarchy because they are valued using quoted market prices. The types of instruments valued based on quoted market prices in active markets includes the Companys money market funds.

The types of instruments valued based on unobservable inputs in which there is little or no market data includes the Companys auction rate
securities and ARS Rights. As a result of auction failures related to the auction rate securities during the year 2008, market inputs were not available as of June 30, 2009 and December 31, 2008. A discounted cash flow model has therefore
been used to determine the estimated fair value of the Companys investment in ARS as of June 30, 2009 and December 31, 2008. The assumptions used in preparing the discounted cash flow model include estimates for interest rates,
discount rates and timing and amounts of cash flows, including assumptions about the expected holding periods of these securities. Such instruments are generally classified as Level III of the fair value hierarchy.

The Companys ARS Rights were valued by determining the value of the underlying auction rate securities on a stand-alone basis compared to their
value along with the ARS Rights. The Company utilized the same factors that were used to value its investment in ARS.

The Company does not
have liabilities measured at fair value on a recurring basis. The following table summarizes the Companys assets that are measured at fair value on a recurring basis:



|                                    |  |                |         |          |   |           |  |       |        |  |   |        
|----------------------------------- |  | -------------- | ------- | -------- | - | --------- |  | ----- | ------ |  | - | -------
|                                    |  | June 30, 2009 
|                                    |  | Level I        |         | Level II |   | Level III |  | Total
|                                    |  | (In thousands)
|Investments:                        |  |                |         |          |   |           |  |       |        |  |   |        
|Money market funds                  |  | $              | 138,472 |          | $ |          |  | $     |       |  | $ | 138,472
|ARStrading securities              |  |                |        |          |   |          |  |       | 17,594 |  |   | 17,594 
|                                    |  |                |         |          |   |           |  |       |        |  |   |        
|                                    |  |                |         |         
|Total investments                   |  | $              | 138,472 |          | $ |          |  | $     | 17,594 |  | $ | 156,066
|                                    |  |                |         |          |   |           |  |       |        |  |   |        
|                                    |  |                |         |         
|ARS rights                          |  |                |        |          |   |          |  |       | 891    |  |   | 891    
|                                    |  |                |         |          |   |           |  |       |        |  |   |        
|                                    |  |                |         |         
|Total assets measured at fair value |  | $              | 138,472 |          | $ |          |  | $     | 18,485 |  | $ | 156,957
|                                    |  |                |         |          |   |           |  |       |        |  |   |        

Unrealized gains and losses associated with Level III financial instruments were recorded in the
Companys condensed consolidated statement of income as other (income) expense. The unrealized gain associated with ARS-trading securities for the three months ended June 30, 2009 was approximately $0.3 million and was approximately $0.7
million for the six month period ended June 30, 2009. The unrealized loss associated with the ARS Rights for the three months ended June 30, 2009 was approximately $0.3 million and was approximately $0.5 million for the six month period ended
June 30, 2009.

The following table summarizes the change in balance sheet carrying value associated with Level III financial
instruments carried at fair value during the period ended June 30, 2009 (in thousands):



|                       |  |                  |        |                               |   |                       |  |                |   |            |              |   |  |   |      |   |  |   |       
|---------------------- |  | ---------------- | ------ | ----------------------------- | - | --------------------- |  | -------------- | - | ---------- | ------------ | - |  | - | ---- | - |  | - | ------
|                       |  | December 31,2008 |        | Payment,Purchases(Sales), Net |   | TransfersIn (Out),Net |  | Gains (Losses) |   |            | June 30,2009
|                       |  |                  |        |                               |   |                       |  | Realized       |   | Unrealized |              |   | 
|ARStrading securities |  | $                | 16,868 |                               | $ |                      |  | $              |  |            | $            |  |  | $ | 726  |   |  | $ | 17,594
|ARS rights             |  |                  | 1,376  |                               |   |                      |  |                |  |            |              |  |  |   | (485 | ) |  |   | 891   
|                       |  |                  |        |                               |   |                       |  |                |   |            |              |   |  |   |      |   |  |   |       
|                       |  |                  |        |                               |   |                      
|Total                  |  | $                | 18,244 |                               | $ |                      |  | $              |  |            | $            |  |  | $ | 241  |   |  | $ | 18,485
|                       |  |                  |        |                               |   |                       |  |                |   |            |              |   |  |   |      |   |  |   |       



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|8. | COMPREHENSIVE INCOME (LOSS)
|-- | ---------------------------

Comprehensive income
consists of net income and other comprehensive loss. Other comprehensive loss includes certain changes in equity that are excluded from net income. Specifically, unrealized holding losses on available-for-sale investments are included in accumulated
other comprehensive loss in the consolidated balance sheets.

The components of other accumulated comprehensive loss are as follows (in
thousands):



|                                                                          |  |                    |   |              |                  |      |              |  |              |   |  |   |      |  
|------------------------------------------------------------------------- |  | ------------------ | - | ------------ | ---------------- | ---- | ------------ |  | ------------ | - |  | - | ---- | -
|                                                                          |  | Three Months Ended |   |              | Six Months Ended |     
|                                                                          |  | June 30,2009       |   | June 30,2008 |                  |      | June 30,2009 |  | June 30,2008 |  
|Net unrealized holding loss on available-for-sale investments, net of tax |  | $                  |  |              | $                | (454 | )            |  | $            |  |  | $ | (693 | )
|                                                                          |  |                    |   |              |                  |      |              |  |              |   |  |   |      |  
|                                                                          |  |                    |   |             
|Total other accumulated comprehensive loss                                |  | $                  |  |              | $                | (454 | )            |  | $            |  |  | $ | (693 | )
|                                                                          |  |                    |   |              |                  |      |              |  |              |   |  |   |      |  

The following table reconciles net income to comprehensive income for the periods ended
June 30, 2009 and June 30, 2008 (in thousands):



|                           |  |                    |        |              |                  |       |              |  |              |        |  |   |       |  
|-------------------------- |  | ------------------ | ------ | ------------ | ---------------- | ----- | ------------ |  | ------------ | ------ |  | - | ----- | -
|                           |  | Three Months Ended |        |              | Six Months Ended |      
|                           |  | June 30,2009       |        | June 30,2008 |                  |       | June 30,2009 |  | June 30,2008 |       
|Net income                 |  | $                  | 10,674 |              | $                | 5,644 |              |  | $            | 19,718 |  | $ | 9,667 |  
|Other comprehensive loss   |  |                    |       |              |                  | (454  | )            |  |              |       |  |   | (693  | )
|                           |  |                    |        |              |                  |       |              |  |              |        |  |   |       |  
|                           |  |                    |        |             
|Total comprehensive income |  | $                  | 10,674 |              | $                | 5,190 |              |  | $            | 19,718 |  | $ | 8,974 |  
|                           |  |                    |        |              |                  |       |              |  |              |        |  |   |       |  



|9. | SEGMENT AND GEOGRAPHIC INFORMATION
|-- | ----------------------------------

SFAS
No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

The Companys chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on
a consolidated basis. The Company operates in one industry segment, which is to provide tandem interconnection services to competitive carriers, including wireless, wireline, cable and broadband telephony providers. Therefore, the Company has
concluded that it has only one operating segment. Although the Company services different customer groups, it does not maintain separate product lines. All of the Companys revenues are generated within the United States.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that,
if they never materialize or prove incorrect, could cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Such forward-looking statements include any expectations relating to earnings,
revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; factors that may affect our operating results; statements concerning new products or services; statements related to
future capital expenditures; statements related to future economic conditions or performance; statements as to industry trends and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the
foregoing. These statements are often identified by the use of words such as anticipate, believe, continue, could, estimate, expect, intend, may, or
will, and similar expressions or variations. These statements are based on the beliefs and assumptions of our management based on information currently available to them. Such forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results



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expressed or implied by such forward-looking statements. Factors that might cause such differences include, but are not limited to: the impact of current
and future regulation affecting the telecommunications industry; technological developments; the effects of competition; natural or man-made disasters; the impact of current or future litigation; the ability to attract, develop and retain executives
and other qualified employees; the ability to obtain and protect intellectual property rights; changes in general economic or market conditions; and other important factors included in our reports filed with the Securities and Exchange Commission,
particularly in the Risk Factors section of our Annual Report on Form 10-K for the period ended December 31, 2008 and included elsewhere in this report. Furthermore, such forward-looking statements speak only as of the date of this
report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

We provide tandem interconnection services principally to competitive carriers, including wireless, wireline,
cable and broadband telephony companies. Competitive carriers use tandem switches to interconnect and exchange local and long distance traffic between their networks without the need to establish direct switch-to-switch connections. Prior to the
introduction of our service, the primary method for competitive carriers to exchange traffic indirectly was through the use of the incumbent local exchange carriers, or ILECs, tandem switches. The tandem switching services offered by ILECs
consist of transit services, which are provided in connection with local calls, and access services, which are provided in connection with long distance calls. Under certain interpretations of the Telecommunications Act of 1996 and implementing
regulations, ILECs are required to provide tandem transit services to competitive carriers. ILECs generally set per minute rates and other charges for tandem transit services according to rate schedules approved by state public utility commissions,
although the methodology used to review these rate schedules varies from state to state. ILECs are also required to offer access services to competing telecommunications carriers under the Telecommunications Act of 1996 and implementing regulations.
ILECs generally set per minute rates and other charges for access services according to mandated rate schedules set by the Federal Communications Commission, or FCC, for interstate calls and by state public utility commissions for intrastate calls.
Our services enable competitive carriers to exchange traffic between their networks without using an ILEC tandem for both local and long distance calls.

The proliferation of competitive carriers after the passage of the Telecommunications Act of 1996 and their capture of an increasing share of subscribers shifted a greater amount of intercarrier traffic to ILEC tandem
switches and amplified the complexity of carrier interconnections. This resulted in additional traffic loading of ILEC tandems, lower service quality and substantial costs incurred by competitive carriers for interconnection. A loss of ILEC market
share to competitive carriers escalated competitive tensions and resulted in an increased demand for tandem switching.

We founded our
company to solve these interconnection problems and better facilitate the exchange of traffic among competitive carriers and non-carriers. By utilizing our managed tandem solution, our customers benefit from a simplified interconnection network
solution which reduces costs, increases network reliability, decreases competitive tension and adds network diversity and redundancy. We have signed agreements with major competitive carriers and non-carriers and we operated in 118 markets as of
June 30, 2009.

For the three months ended June 30, 2009, we increased revenue to $41.2 million, an increase of 44.3% compared to
the three months ended June 30, 2008. The increase in revenue was primarily due to an increase of minutes of use to 21.3 billion minutes processed in the three months ended June 30, 2009 from 14.2 billion minutes processed in the three
months ended June 30, 2008, an increase of 50.0%. Our income from operations for the three months ended June 30, 2009 was $16.6 million compared to $8.4 million for the three month ended June 30, 2008. Net income for the three month
ended June 30, 2009, was approximately $10.7 million compared to net income of $5.6 million for the three months ended June 30, 2008.

For the six months ended June 30, 2009, we increased revenue to $79.5 million, an increase of 45.0% compared to the six months ended June 30, 2008. The increase in revenue was primarily due to an increase of minutes of use to 41.0
billion minutes processed in the six months ended June 30, 2009 from 27.1 billion minutes processed in the six months ended June 30, 2008, an increase of 51.4%. Our income from operations for the six months ended June 30, 2009 was
$30.5 million compared to $14.6 million for the six months ended June 30, 2008. Net income for the six months ended June 30, 2009, was approximately $19.7 million compared to net income of $9.7 million for the six months ended
June 30, 2008.

Revenue

We generate revenue from the sale of our managed tandem interconnection services. Revenue is recorded each month based upon minutes of traffic switched by our network by each customer, which we refer to as minutes of use. The rates charged
per minute are determined by contract between us and our customers. The following table sets forth our revenue, minutes of use and the average rate we charged per minute for the three months and six months ended June 30, 2009 and 2008.



|                                    |  |                            |        |                          |   |        |  |      |        |  |   |       
|----------------------------------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                                    |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|                                    |  | 2009                       |        | 2008                     |   | 2009   |  | 2008
|Revenue (in thousands)              |  | $                          | 41,235 |                          | $ | 28,578 |  | $    | 79,484 |  | $ | 54,804
|Minutes of Use Billed (In millions) |  |                            | 21,339 |                          |   | 14,222 |  |      | 41,008 |  |   | 27,081
|Average fee per billed minute       |  | $                          | 0.0019 |                          | $ | 0.0020 |  | $    | 0.0019 |  | $ | 0.0020



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Minutes of use increase as we increase our number of customers, enter new markets and increase the
penetration of existing markets, either with new customers or with existing customers. The minutes of use decrease due to direct connection between existing customers, consolidation between customers, a customer using a different interconnection
provider or a customer experiences a decrease in the volume of traffic it carries.

The average fee per minute varies depending on market
forces and type of service, such as switched access or local transit. The market rate in each market is based upon competitive conditions along with the switched access or local transit rates offered by the ILECs. Depending on the markets we enter,
we may enter into contracts with our customers with either a higher or lower fee per minute than our current average. For example, although we regard the 18 additional markets we added during the first six months of 2009 and the 36 additional
markets added in 2008 as financially attractive, the rates we charge in those markets for local transit services are generally lower than the rates we charge in the markets we initially opened in 2004. We expect the average fee per billed minute to
continue to decrease as we add new markets with lower fees per minute than our current average. Although we expect that the total number of minutes switched by our network will increase as we enter new markets, our revenues would decrease if our
average fee per minute were to continue to decline and we were unable to increase the total number of minutes switched by our network.

Our
service solution incorporates other components beyond switching. In addition to switching, we provision trunk circuits between our customers switches and our network locations at our own expense and at no direct cost to our customers. We also
provide quality of service monitoring, call records and traffic reporting and other services to our customers as part of our service solution. Our per-minute fees are intended to incorporate all of these services.

While generally not seasonal in nature, our revenues are affected by certain events such as holidays, the unpredictable timing of direct connects between
our customers, the loss of a customer and installation and implementation delays. These factors can cause our revenue to both increase or decrease unexpectedly.

Operating Expense

Operating expenses include network and facilities expense, operations expenses,
sales and marketing expenses, general and administrative expenses, depreciation and amortization and the gain on the disposal of fixed assets. Personnel-related costs are the most significant component as we grew to 142 employees at June 30,
2009 from 131 employees at June 30, 2008.

Network and Facilities Expense. Our network and facilities expense includes
transport and signaling network costs, facility rents and utilities, together with other costs that directly support the switch locations. We do not defer any costs associated with the start-up of new switch locations and we do not capitalize any
costs. The start-up of an additional switch location can take between three months to six months. During this time we typically incur facility rent, utilities, payroll and related benefit costs along with initial non-recurring circuit installation
costs. Revenues generally follow sometime after the sixth month.

Network transport costs typically occur on a repeating monthly basis,
which we refer to as recurring costs, or on a one-time basis, which we refer to as non-recurring costs. Recurring transport costs primarily include monthly usage charges from telecommunication carriers and are related to the circuits utilized by us
to interconnect our customers. As our traffic increases, we must utilize additional circuits. Non-recurring transport costs primarily include the initial installation of such circuits. Facility rents include the leases on our switch facilities,
which expire through July 2019. Additionally, we pay the cost of all the utilities for all of our switch locations.

The largest component
of our other costs relates to charges we pay to utilize the ILEC services. We incur some monthly charges from the ILECs as we diversify our network and provide alternative routes to complete our customers traffic. In some cases, we may not
have sufficient capacity of network transport lines installed in our own network to handle the volume of traffic destined for a particular customer. In this case, we will incur these charges, generally temporarily, in order to maintain a high
quality of service. We attempt to minimize these charges by managing our network, recognizing when additional capacity is required and working with our customers to augment the transport capacity required between our network and theirs.

Operations Expenses. Operations expenses include payroll and benefits for both our switch location personnel as well as individuals located at
our corporate office who are directly responsible for maintaining and expanding our switch network. Other primary components of operations expenses include switch repair and maintenance, property taxes, property insurance and supplies.

Sales and Marketing Expense. Sales and marketing expenses primarily include personnel costs, sales bonuses, marketing programs and other
costs related to travel and customer meetings.

General and Administrative Expense. General and administrative expenses consist
primarily of compensation and related costs for personnel and facilities associated with our executive, finance, human resource and legal departments and fees for professional services. Professional services principally consist of outside legal,
audit and other accounting costs. The other accounting costs relate to work surrounding compliance with the Sarbanes-Oxley Act.

Depreciation and Amortization Expense. Depreciation and amortization expense is applied using the straight-line method over the estimated useful lives of the assets after they are placed in service, which are five years for switch
equipment and test equipment, three years for computer equipment, computer software and furniture and fixtures. Leasehold improvements are amortized on a straight-line basis over an estimated useful life of five years or the life of the respective
leases, whichever is shorter.



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Gain on disposal of fixed assets. We have disposed of switch equipment in connection with
converting to new technology and computer equipment to replace old or damaged units. When there is a carrying value of these assets, we record the write-off of these amounts to loss on disposal. In some cases, this equipment is sold to a third
party. When the proceeds from the sale of equipment identified for disposal exceeds the assets carrying value, we record a gain on disposal.

Interest Income (Expense). Interest expense consists of interest paid each month related to our outstanding equipment loans associated with our security agreement with an affiliate of Western Technology Investment. We record
accrued interest each month associated with a final payment for each loan equal to 9.6% of the original principal loan amount. Interest expense also includes an amount related to the amortization of the value of debt discount associated with
warrants issued to an affiliate of Western Technology Investment. Interest income is earned primarily on our cash, cash equivalents and our investment in ARS.

Other(Income) Expense. Other (income) expense includes adjustments to the fair value of the ARS, adjustments to the fair value of the ARS Rights and expenses incurred in connection with the secondary
offering by certain of our shareholders completed in the first quarter of 2008.

Income Taxes. Income tax provision includes
U.S. federal, state, and local income taxes and is based on pre-tax income. The interim period provision for income taxes is based upon our estimated annual effective income tax rate. In determining the estimated annual effective income tax rate, we
analyze various factors, including projections of our annual earnings and taxing jurisdictions in which earnings will be generated, the impact of state and local income taxes and our ability to use tax credits and net operating loss carryforwards.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the periods presented. Our Annual Report on Form 10-K
for the fiscal year ended December 31, 2008, which we filed with the Securities and Exchange Commission on March 13, 2009, includes a summary of the critical accounting policies we believe are the most important to aid in understanding our
financial results. There have been no changes to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities, revenues or expenses during the first six months of 2009.

Results of Operations

The following table sets forth
our results of operations for the three months and six months ended June 30, 2009 and 2008:



|                                                                                 |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                 |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|(Dollars in thousands, except per share data)                                    |  | 2009                       |        |   | 2008                     |   |        | 2009 |  |   | 2008   |  
|Revenue                                                                          |  | $                          | 41,235 |   |                          | $ | 28,578 |      |  | $ | 79,484 |   |  | $ | 54,804 |  
|Operating expense:                                                               |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Network and facilities expense (excluding depreciation and amortization)         |  |                            | 12,432 |   |                          |   | 9,386  |      |  |   | 23,894 |   |  |   | 18,496 |  
|Operations                                                                       |  |                            | 4,849  |   |                          |   | 4,125  |      |  |   | 9,804  |   |  |   | 8,197  |  
|Sales and marketing                                                              |  |                            | 474    |   |                          |   | 451    |      |  |   | 998    |   |  |   | 995    |  
|General and administrative                                                       |  |                            | 3,704  |   |                          |   | 3,194  |      |  |   | 7,093  |   |  |   | 6,212  |  
|Depreciation and amortization                                                    |  |                            | 3,199  |   |                          |   | 2,823  |      |  |   | 7,240  |   |  |   | 6,086  |  
|Impairment of fixed assets                                                       |  |                            |       |   |                          |   | 195    |      |  |   |       |   |  |   | 195    |  
|Loss (gain) on disposal of fixed assets                                          |  |                            |       |   |                          |   |       |      |  |   | (25    | ) |  |   |       |  
|                                                                                 |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total operating expense                                                          |  |                            | 24,658 |   |                          |   | 20,174 |      |  |   | 49,004 |   |  |   | 40,181 |  
|                                                                                 |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Income from operations                                                           |  |                            | 16,577 |   |                          |   | 8,404  |      |  |   | 30,480 |   |  |   | 14,623 |  
|                                                                                 |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Other (income) expense                                                           |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Interest expense, including debt discount of $22, $21, $44 and $49, respectively |  |                            | 94     |   |                          |   | 250    |      |  |   | 227    |   |  |   | 549    |  
|Interest income                                                                  |  |                            | (257   | ) |                          |   | (799   | )    |  |   | (548   | ) |  |   | (1,697 | )
|Other (income) expense                                                           |  |                            | 1      |   |                          |   |       |      |  |   | (241   | ) |  |   | 550    |  
|                                                                                 |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total other (income) expense                                                     |  |                            | (162   | ) |                          |   | (549   | )    |  |   | (562   | ) |  |   | (598   | )
|                                                                                 |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Income before income taxes                                                       |  |                            | 16,739 |   |                          |   | 8,953  |      |  |   | 31,042 |   |  |   | 15,221 |  
|Provision for income taxes                                                       |  |                            | 6,065  |   |                          |   | 3,309  |      |  |   | 11,324 |   |  |   | 5,554  |  
|                                                                                 |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net income                                                                       |  | $                          | 10,674 |   |                          | $ | 5,644  |      |  | $ | 19,718 |   |  | $ | 9,667  |  
|                                                                                 |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  



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Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008

Revenue. Revenue increased to $41.2 million in the three months ended June 30, 2009 from $28.6 million in the three months
ended June 30, 2008, an increase of 44.3%. The increase in revenue was primarily due to an increase of minutes of use to 21.3 billion minutes processed in the three months ended June 30, 2009 from 14.2 billion minutes processed in the
three months ended June 30, 2008, an increase of 50.0%. The increase in the number of minutes processed by the Companys network was a result of further penetration of current markets and customers, as well as the entry into 36 new markets
since June 30, 2008.

Operating Expenses. Operating expenses for the three months ended June 30, 2009 of $24.7
million increased $4.5 million, or 22.2%, from $20.2 million for the three months ended June 30, 2008. The components making up operating expenses are discussed further below.

Network and Facilities Expenses. Network and facilities expenses increased to $12.4 million in the three months ended June 30, 2009, or 30.1%
of revenue, from $9.4 million in the three months ended June 30, 2008, or 32.8% of revenue. Network and facilities expenses increased due to an increase in the number of switch locations we connect, increasing by 878 switch locations to 1,989
switch locations at June 30, 2009 from 1,111 switch locations at June 30, 2008. In addition, our switch related costs, primarily made up of facility rent and utilities costs, increased as our number of locations at the end of June 30,
2009 grew to 32 compared to 30 locations at June 30, 2008.

Operations Expenses. Operations expenses increased to $4.8 million
in the three months ended June 30, 2009, or 11.8% of revenue, from $4.1 million in the three months ended June 30, 2008, or 14.4% of revenue. The increase in our operations expenses resulted from an increase in payroll and benefits, due to
an increase in the number of switch location personnel, as well as individuals located at our corporate office who are directly responsible for maintaining and expanding our switch network.

Sales and Marketing Expense. Sales and marketing expense remained the same at $0.5 million in the three months ended June 30, 2009, or
1.1% of revenue, compared to $0.5 million in the three months ended June 30, 2008, or 1.6% of revenue. We have successfully increased revenues while maintaining the same approximate size of the sales and marketing force at June 30, 2009.

General and Administrative Expense. General and administrative expense increased to $3.7 million in the three months ended
June 30, 2009, or 9.0% of revenue, compared with $3.2 million in the three months ended June 30, 2008, or 11.2% of revenue. The increase in our general and administrative expense is primarily due to an increase of $0.4 million in salary
and wages and $0.1 million in professional fees.

Depreciation and Amortization Expense. Depreciation and amortization expense
increased to $3.2 million in the three months ended June 30, 2009, or 7.8% of revenue, compared to $2.8 million in the three months ended June 30, 2008, or 9.9% of revenue. The increase in our depreciation and amortization expense
resulted from capital expenditures primarily related to the expansion of switch capacity in existing markets and the installation of switch capacity in new markets. Accelerated depreciation of $0.1 million was recorded in the three months ended
June 30, 2008, related to the conversion of new switch equipment in our New York location.

Gain on Disposal of Fixed Assets.
During the three months ended June 30, 2009 and 2008, we did not have any gain or loss on disposal of equipment.

Other (Income)
Expense. Other income of $0.2 million for the three months ended June 30, 2009 decreased $0.3 million compared to other income of $0.5 million for the three months ended June 30, 2008. Interest expense decreased due to lower
average outstanding borrowing amounts while investment income decreased due to lower average investment rates.

Provision for Income
Taxes. Provision for income taxes of $6.1 million for the three months ended June 30, 2009 increased by $2.8 million compared to $3.3 million for the three months ended June 30, 2008. The effective tax rate for the three months
ended June 30, 2009 and 2008 was 36.2% and 37.0%, respectively.

Six Months Ended June 30, 2009 Compared to Six Months
Ended June 30, 2008

Revenue. Revenue was $79.5 million for the six months ended June 30, 2009, an increase of
$24.7 million, or 45.0%, from $54.8 million for the six months ended June 30, 2008. The increase in revenue was primarily due to an increase of minutes of use to 41.0 billion minutes processed in the six months ended June 30, 2009 from
27.1 billion minutes processed in the six months ended June 30, 2008, an increase of 51.3%.

Operating Expenses. Operating
expenses were $49.0 million for the six months ended June 30, 2009, an increase of $8.8 million from $40.2 million for the six months ended June 30, 2008, or 61.7% and 73.3% of revenue, respectively. The components making up operating
expenses are discussed further below.

Network and Facilities Expenses. Network and facilities expenses were $23.9 million for the
six months ended June 30, 2009, or 30.1% of revenue, an increase from $18.5 million for the six months ended June 30, 2008, or 33.7% of revenue. Network and facilities expenses increased due to an increase in the number of switch locations
we connect, increasing by 878 switch locations to 1,989 switch locations at June 30, 2009 from 1,111 switch locations at June 30, 2008. In addition, our switch related costs, primarily made up of facility rent and utilities costs,
increased as our number of switch locations at the end of June 30, 2009 grew to 32 compared to 30 switch locations at June 30, 2008.



17



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Operations Expenses. Operations expenses were $9.8 million for the six months ended June 30,
2009, or 12.3% of revenue, an increase of $1.6 million compared to $8.2 million for the six months ended June 30, 2008, or 15.0% of revenue. The increase in our operations expenses is primarily due to an increase of $0.8 million in payroll and
benefits, due to an increase in the number of switch location personnel, along with an increase of $0.8 million due to higher switch repair, maintenance and insurance expenses.

Sales and Marketing Expense. Sales and marketing expense was $1.0 million for the six months ended June 30, 2009, or 1.3% of revenue, is
unchanged from $1.0 million for the six months ended June 30, 2008, or 1.8% of revenue. We have successfully increased revenues while maintaining the same approximate size of the sales and marketing force of June 30, 2009.

General and Administrative Expense. General and administrative expense increased to $7.1 million in the six months ended June 30, 2009, or
8.9% of revenue, from $6.2 million for the six months ended June 30, 2008, or 11.3% of revenue. The increase in our general and administrative expense is primarily due to an increase of $1.3 million in payroll and benefits partially offset by a
decrease of $0.4 million in professional fees.

Depreciation and Amortization Expense. Depreciation and amortization expense
increased to $7.2 million in the six months ended June 30, 2009, or 9.1% of revenue, compared to $6.1 million in the six months ended June 30, 2008, or 11.1% of revenue. The increase in our depreciation and amortization expense
resulted from capital expenditures primarily related to the expansion of switch capacity in existing markets and the installation of switch capacity in new markets. Accelerated depreciation of $0.8 million and $0.7 million was recorded in the six
months ended June 30, 2009 and 2008, respectively, which was related to our conversion to new switch equipment in our Illinois, Indiana and Minnesota locations in 2009 and our New York, Michigan and Ohio locations in 2008.

Impairment of Fixed Assets.Impairment of fixed assets was approximately $0.2 million for the six months ended June 30, 2008 compared to no
impairment of fixed assets for the six months ended June 30, 2009. In June of 2008, we invested in new switch equipment in our Michigan and Ohio locations.

Loss (gain) on disposal of fixed assets. In the six months ended June 30, 2009, we sold equipment in which we received less than $0.1 million. The equipment did not have any carrying value at the time of
sale. During the six months ended June 30, 2008, we did not have any gain or loss on disposal of equipment.

Other (Income)
Expense. Other income was $0.6 million in the six months ended June 30, 2009 and the six months ended June 30, 2008.

Provision for Income Taxes. Provision for income taxes was $11.3 million for the six months ended June 30, 2009, an increase of $5.7 million compared to $5.6 million for the six months ended June 30, 2008. The
effective tax rate for the six months ended June 30, 2009 and June 30, 2008 was 36.5% for both periods.

Liquidity and Capital Resources



|                                         |  |                  |         |   |                  |   |         |  
|---------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                         |  | June 30,2009     |         |   | December 31,2008 |  
|Working capital                          |  | $                | 173,138 |   |                  | $ | 120,431 |  
|Cash and cash equivalents                |  |                  | 142,601 |   |                  |   | 110,414 |  
|Investment in ARS                        |  |                  |        |   |                  |   | 18,244  |  
|Restricted cash                          |  |                  | 440     |   |                  |   | 440     |  
|                                         | 
|                                         |  | Six Months Ended |        
|                                         |  | June 30,2009     |         |   | June 30,2008     |  
|Net cash flows from operating activities |  | $                | 26,275  |   |                  | $ | 15,080  |  
|Net cash flows from investing activities |  |                  | (4,338  | ) |                  |   | (32,131 | )
|Net cash flows from financing activities |  |                  | 10,250  |   |                  |   | 2,634   |  

At December 31, 2008, we had $110.4 million in cash and cash equivalents, $18.2 million in
long-term investments and $0.4 million in restricted cash. In comparison, at June 30, 2009, we had $142.6 million in cash and cash equivalents, $18.5 million in short-term investments and $0.4 million in restricted cash. At December 31,
2008, cash and cash equivalents consisted of highly liquid money market funds and long-term investments consisted of auction rate securities and ARS Rights. The restricted cash balance amounts are pledged as collateral for certain commercial letters
of credit. At June 30, 2009, cash and cash equivalents consisted of highly liquid money market funds and short-term investments consisted of auction rate securities and ARS Rights. The restricted cash balance amounts are pledged as collateral
for certain commercial letters of credit.



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##### Table of Contents

Cash flows from operating activities

Our largest source of operating cash flows is payments from customers which are generally received between 35 to 45 days following the end of the billing
month. Our primary uses of cash from operating activities are for personnel related expenditures, facility and switch maintenance costs.

Cash provided by operations for the period ended June 30, 2009 of $26.3 million was attributable to net income of $19.7 million plus non-cash charges of $10.3 million consisting primarily of depreciation and amortization, deferred
income taxes, stock-based compensation expense and changes in fair value of ARS Rights partially offset by a non-cash tax benefit of $8.2 million and changes in fair value of ARS of $0.7 million. Receivables used $6.4 million of cash during the
first six months of 2009 as receivables found within the Companys condensed consolidated balance sheet grew to $23.2 million at June 30, 2009 compared to $16.8 million at December 31, 2008. Approximately $4.2 million of this increase is due to
the Companys continued growth in revenue and customer billing. The remaining $2.2 million increase is related to a tax receivable. Other current assets, other non-current assets, accounts payable and accrued liabilities increased by $11.6
million primarily due to the increase in tax payables and payroll related accruals partially offset by the reduction of amounts reserved for circuit costs.

We experienced positive cash flows from operations of $15.1 million in the first six months of 2008. We generated net income for the period of $9.7 million, and we had non-cash charges of $7.4 million consisting
primarily of depreciation and amortization and stock-based compensation expense. Accounts receivable, other current assets and other non-current assets decreased by $2.9 million. Accounts payable increased by $2.0 million, accrued liabilities
decreased by $1.3 million due to payments made during the period and non-current liabilities increased by $0.2 million.

Recent economic
conditions have made the availability of credit for working capital purposes more difficult to obtain. If these conditions continue, it may impact our customers ability to pay their obligations to us as they become due and consequently impact
our cash flows from operating activities. While we do not believe we have been materially impacted by these conditions to date, the magnitude of such impact, if any, is not known.

We believe that cash flow from operating activities, in addition to cash and cash equivalents currently on-hand, will be sufficient to fund our
operations, including our anticipated growth plans, for the foreseeable future and in any event for at least the next 12 to 18 months. Given the generally negative and highly volatile global economic climate and the challenges and uncertainties in
the global credit markets, however, no assurance can be given that this will be the case.

We regularly review acquisitions and additional
strategic opportunities, which may require additional debt or equity financing. We currently do not have any pending agreements with respect to any acquisitions or strategic opportunities.

Cash flows from investing activities

The changes in cash flows from investing activities primarily relate to purchases of switch equipment and the purchase of investments.

Net cash used for investing activities in the first six months of 2009 was $4.3 million and was comprised of additions to property, plant and equipment.

Net cash used in investing activities for the six months ended June 30, 2008 was $32.1 million and primarily represented net use of funds from the purchase of investments in the period of $25.1 million and the
additions to property, plant and equipment of $7.9 million partially offset by the proceeds from the investment redemption of $0.9 million.

In the next twelve months, capital expenditures are expected to be in the range of approximately $18.0 million to $20.0 million, primarily for the expansion into new locations and the expansion and upgrades of current locations.

Cash flows from financing activities

The changes in cash flows from financing activities primarily relate to the exercise of stock options and payments under our debt obligations.

Net proceeds from financing activities for the period ended June 30, 2009 were $10.2 million and primarily relate to the proceeds from the issuance of common stock associated with stock options of $3.9 million
and the tax benefit associated with stock option exercise of $8.1 million partially offset by our repayment of $1.8 million of principal on our outstanding debt.

Net proceeds from financing activities for the six months ended June 30, 2008 were $2.6 million and primarily related to the issuance of common stock associated with stock options in the period of $5.0 million
partially offset by our repayment of $2.4 million of principal on our outstanding debt.

Investments

At June 30, 2009 and December 31, 2008, we held approximately $18.8 million (par value) of municipal note investments. These investments were
valued at fair value as of June 30, 2009. As such, in the second quarter of 2009 we recorded a gain of $0.3 million and a gain of approximately $0.7 million for the six months ended June 30, 2009 related to investments in auction rate
securities. Our auction rate securities had an auction reset feature whose underlying assets are generally student loans which are insured in part by the federal government under the Federal Family Education Loan Programs (FFELP). Our ARS Rights are
required to be recognized as a free-standing asset, separate from the Companys ARS. As such, the Company recorded a loss of approximately $0.3 million for the three months ended June 30, 2009 and $0.5 million for the six months ended
June 30, 2009 related to the ARS Rights.



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We also invest our excess cash in money market mutual funds which are carried at market value. As of
June 30, 2009, we had $138.5 million in cash and cash equivalents invested in two money market mutual funds.

For further discussion
of these investments see footnote 7 to the condensed consolidated financial statements  Investments and Fair Value Measurements included elsewhere herein.

Debt and Credit Facilities

We have an equipment loan and security agreement with an affiliate of
Western Technology Investment, which initially provided us with up to $19.5 million in available credit. For further discussion of this equipment loan and security agreement see footnote 3 to the condensed consolidated financial statements 
Debt in this report.

Effect of Inflation

Inflation generally affects us by increasing our cost of labor and equipment. We do not believe that inflation had any material effect on our results of operations for the six month periods ended June 30, 2009
and 2008.



|Item 3. | Qualitative and Quantitative Disclosure about Market Risk
|------- | ---------------------------------------------------------

Interest rate exposure

We had cash, cash equivalents, short-term investments and restricted cash
totaling $161.5 million at June 30, 2009. This amount was allocated primarily in money market funds, ARS and associated ARS Rights. The unrestricted cash and cash equivalents are held for working capital purposes. We do not enter into
investments for speculative purposes. At June 30, 2009, we had $138.5 million in cash and cash equivalents invested in two money market mutual funds and $18.5, in the aggregate, in ARS and ARS Rights. For further discussion of these investments
see footnote 7 to the condensed consolidated financial statementsInvestments and Fair Value Measurements.

None of our
indebtedness discussed in footnote 3 to the condensed consolidated financial statementsDebt above bears interest at a variable rate.

Based upon our overall interest rate exposure at June 30, 2009, we do not believe that a hypothetical 10 percent change in interest rates over a one year period would have a material impact on our earnings, fair
values or cash flows from interest rate risk sensitive instruments discussed above.



|Item 4. | Controls and Procedures
|------- | -----------------------

The
Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Evaluation

The Company carried out an evaluation,
under the supervision, and with the participation, of the Companys management, including the Companys Chief Executive Officer and the Companys Chief Financial Officer, of the effectiveness of the Companys disclosure controls
and procedures as of June 30, 2009. Based on the foregoing, the Companys Chief Executive Officer and principal financial officers concluded that the Companys disclosure controls and procedures were effective as of June 30, 2009
at the reasonable assurance level.

There have been no changes during the three months ended June 30, 2009 covered by this report in
the Companys internal control over financial reporting or in other factors that could materially affect or are reasonably likely to materially affect the internal control over financial reporting

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

From time
to time, we are a party to legal proceedings arising in the normal course of our business. Aside from the matter discussed below, we do not believe that we are party to any pending legal action that could reasonably be expected to have a material
adverse effect on our business or operating results.

Peerless Networks, LLC. On June 12, 2008, we commenced a patent
infringement action against Peerless Networks, LLC and John Barnicle, in the United States District Court for the Northern District of Illinois to enforce U.S. Patent No. 7,123,708 ( Neutral Tandem, Inc. v Peerless Networks, LLC, Peerless
Networks of Illinois, LLC and John Barnicle, 08 CV 3402). On July 28, 2008, the defendants filed a



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##### Table of Contents

response to our complaint denying liability and asserting various affirmative defenses and counterclaims. The defendants generally allege (i) that our
patent is invalid and unenforceable under a variety of theories, (ii) that assertion of the patent amounts to patent misuse and violation of certain monopolization laws, and (iii) that certain conduct surrounding the litigation gave rise
to tortious interference and business disparagement claims and Lanham Act violations. On December 4, 2008, the United States District Court for the Northern District of Illinois granted our motion to dismiss the claims alleging business
disparagement and Lanham Act violations but denied our motion to dismiss the claims related to the alleged violation of certain monopolization laws. The parties have now commenced discovery on our claims and the defendants remaining
counterclaims. We believe that the defendants remaining allegations have no merit and intend to vigorously defend ourselves against these remaining counterclaims.



|Item 1A. | Risk Factors
|-------- | ------------

Set forth below
is a discussion of the material changes in our risk factors as previously disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2008.

Regulatory developments could negatively impact our business.

The communications services industry is extensively regulated by the federal and state governments. While the pricing of our services is generally not heavily regulated by the Federal Communications Commission, or
FCC, or state utility agencies, these agencies have greater regulatory authority over the pricing of incumbent local exchange carriers, or ILECs, tandem transit and access services, which generally sets the benchmark for the prices of the
competitive services that we offer. To the extent that the ILEC transit or access rates are reduced or capped, it could have an adverse impact on us, as we would likely be forced to reduce our rates in order to compete with the ILEC or other
competitors.

Local Tandem Transit Service

Some state governments and their regulatory authorities assert jurisdiction over the provision of local tandem transit services, particularly the ILECs provision of the service. Various state regulatory
authorities have initiated proceedings to examine the regulatory status of transit services. Some states have taken the position that transit service is an element of the transport and termination of traffic services that incumbent ILECs
are required to provide at rates based on incremental costs under the Telecommunications Act, while other states have ruled that the Telecommunications Act does not apply to these services. For example:



| |  |  | In Michigan in 2005, the Michigan Public Service Commission revised the maximum allowable rate that AT&T could charge for transit service in Michigan based on
AT&Ts total element long run incremental cost, or TELRIC, which was significantly below the rate previously charged by AT&T (previously SBC Communications). This decision caused us to reduce the rate we charged for our transit service
and had a significant impact on the profitability of our service in Michigan.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In December 2008, the United States District Court for the District of Nebraska held that the Public Service Commission of Nebraska was correct in determining that
the ILEC must provide transit service under the Telecommunications Act and that the Nebraska PSC did not err in ordering the ILEC to provide the service at TELRIC based rates.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Additionally, a declaratory action was recently commenced with the Connecticut Department of Public Utility Control (the DPUC) pursuant to which a
competitive carrier is requesting that the DPUC order the ILEC to reduce its transit rate to a cost based rate similar to a rate offered by that ILEC in a different state or to a rate justified in a separate cost proceeding. The DPUC has ordered the
ILEC to submit a cost study to evidence its costs for transit. We have intervened in this proceeding and commenced a separate proceeding seeking to have the DPUC reclassify the ILECs transit service from the non-competitive
category to a competitive category.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Commonwealth of Puerto Rico, where we are in the process of establishing service, recently determined that the ILEC must provide transit service at a cost based
rate, and ordered the ILEC to submit a cost study in order to support the development of a cost based rate. The ILEC is appealing this decision and has asked the Telecommunications Regulatory Board of Puerto Rico reconsider its ruling. We are
seeking to intervene in this proceeding and have also asked the Board to reconsider its ruling.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If as a result of any of
these current proceedings or a different proceeding, the applicable ILEC is required to reduce or limit the rate it charges for transit service, we would likely be forced to reduce our rate, which could have an adverse affect on our business,
financial condition and operating results.

The FCC currently does not regulate the local transit services we offer. However, in 2001 the
FCC initiated a proceeding to address intercarrier compensation issues, such as rules that govern the amount that one carrier pays to another carrier for access to the others network. As part of that docket, on July 24, 2006, a group of
large and rural local exchange carriers, or LECs, filed a proposal for intercarrier compensation reform at the FCC called the Missoula Plan, which includes provisions regarding local transit services. Under the Missoula Plan, local transit service
would be provided at a rate not to exceed $0.0025 per minute of use for the first four years of the plan, and then increase with inflation. This rate is lower than the rates charged by the ILECs or by us in several of the markets in which we
currently operate. Although the FCC has not yet issued a ruling in this docket that directly affects us, on November 5, 2008, the FCC issued for public comment two alternative proposed orders that comprehensively address intercarrier
compensation reform. In these proposed orders, the FCC asserts legal authority to regulate comprehensively over all intercarrier compensation rates, including intrastate access and local transit charges.



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The two proposed orders each request public comment on whether the modifications to the rules governing
intercarrier compensation would necessitate any changes to the rules that govern transit traffic. If the FCC does make such changes, whether independently or as part of the intercarrier compensation docket, such changes could have a material and
adverse effect on our business. For example, the FCC could change the pricing of transit traffic, including lowering the rate, freezing the rate or establishing uniform rates, any of which could have a material adverse effect on our business,
financial condition and operating results. In addition, from time to time, carriers that we connect with have requested that we pay them to terminate traffic, and any new rules could address those rights or obligations. If the FCC determines that a
terminating carrier may have the right to receive payments from us for terminating traffic, it could have a material adverse effect on our business, financial condition and operating results.

Additionally, each proposed order contains provisions that indirectly affect local transit traffic. For example, under current law, the originating
carrier is typically responsible for paying the terminating carrier certain terminating charges, such as reciprocal compensation charges, for access to the terminating carriers network. As a result, under such law, we, as the
intermediate transit provider, are not responsible for paying such terminating charges to a terminating carrier in connection with the transit services we offer. Each draft order, however, requires that we, as the transit provider, could be
responsible for paying the highest lawful terminating charge to a terminating carrier if the terminating carrier receives insufficient information for the terminating carrier to bill the originating carrier for that traffic. These amounts could be
significantly larger than the rate we charge for providing the transit service associated with that traffic. Although the proposed orders also allow us to recover from the originating carrier the same amount that we paid to the terminating carrier,
in such an instance we would be faced with credit risks associated with collecting such amounts from the originating carrier, as well as possible disputes with both originating and terminating carriers regarding the appropriate amount due. In this
event, if we were unable to recover amounts we paid to a terminating carrier or became involved in distracting and costly disputes with the originating carrier and/or the terminating carrier over the amount due, we could experience a material
adverse effect on our business. Moreover, the alternative proposed orders may result in changes to the demand for our services or otherwise adversely impact our business, financial condition, operating results and growth opportunities in a manner
that we have not presently identified.

Access Services

We recently began providing access services using our tandem switches. Access services are provided as a part of the origination and termination of long
distance calls. The FCC generally regulates interstate access services and the states regulate intrastate access services. The FCC also has certain rights to regulate intrastate access services, and, as part of the intercarrier compensation draft
orders discussed above, proposes to significantly reduce both interstate and intrastate terminating access charges over a ten year transition period. As part of the same draft orders, the FCC also proposes to eliminate entirely certain originating
interstate and intrastate access charges. Various states are also conducting proceedings to determine whether to mandate any decreases to existing intrastate access charges. If the FCC, whether independent of or as part of the intercarrier
compensation docket described above, or any state lowers these access charges, such change could have a material and adverse effect on our business, financial condition, operating results or growth opportunities.

As communications technologies and the communications industry continue to evolve, the statutes governing the communications industry or the regulatory
policies of the FCC, state legislatures or agencies or local authorities may change. If this were to occur, including pursuant to any of the proceedings discussed above, the demand and pricing for our services could change in ways that we cannot
easily predict and our revenues could materially decline. These risks include the ability of the federal government, including Congress or the FCC, or state legislatures or agencies, or local authorities to:



| |  |  | increase regulatory oversight over the services we provide;
| | - |  | -----------------------------------------------------------



| |  |  | adopt or modify statutes, regulations, policies, procedures or programs that are disadvantageous to the services we provide, or that are inconsistent with our
current or future plans, or that require modification of the terms of our existing contracts, including reducing the rates for our services;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adopt or modify statutes, regulations, policies, procedures or programs in a way that causes changes to our operations or costs or the operations of our customers,
including the pricing of our services to our customers;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adopt or modify statutes, regulations, policies, procedures or programs in a way that causes a decrease in the amount of traffic our customers exchange with us or
causes a change to our customers traffic mix, which results in our customers using, on average, lower priced services; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increase or impose new or additional taxes or surcharges that are disadvantageous to the services we provide or cause a decrease in the amount of traffic our
customers deliver to us.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We cannot predict when, or upon what terms and conditions, further federal, state or local
regulation or deregulation might occur or the effect future regulation or deregulation may have on our business. Any of these government actions could have a material adverse effect on our business, prospects, financial condition and operating
results.

We face competition from the traditional ILECs and increasing competition from certain other providers such as Level 3
Communications, Peerless Networks and Hypercube and expect to compete with new entrants to the tandem services market.

We face
competition from the traditional ILECs, certain other providers such as Level 3 Communications, Peerless Networks and Hypercube, and expect to compete with new entrants to the tandem services market. Competition has recently intensified causing us
to lose some traffic as well as reduce certain rates we charge our customers in various markets. We expect competition to intensify in the future, including as a result of the adoption of IP-based switching by telecommunications carriers, which is
likely to increase competition from direct connections. See The market for our services is competitive and increased adoption of IP switching technologies could increase the competition we face from direct connections in our Annual
Report on Form 10-K for the year ended December 31, 2008. Certain of our current and potential competitors have significantly more employees and greater financial, technical, marketing, research and development, intellectual property
development and protection and other resources than us. Also, some of our current and potential competitors have greater name recognition that they can use to their advantage. Our competitors may charge rates that are below the rates we charge. In
addition, our competitors could lower their rates or bundle other services with their transit or access services to compete with us or be able to respond more quickly to new or emerging technologies and changes in customer requirements than we can.
Furthermore, changes in switching technology have lowered the cost of entry into our business which could promote additional competition. Existing or increased competition as described above could result in fewer customer orders, reduced revenues,
reduced gross margins and loss of market share, any of which could have a material and adverse effect on our business, prospects, financial condition and operating results.



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In addition to the other information set forth in this report, you should carefully consider the
description of the risks and uncertainties associated with our business previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. You should carefully consider such risks and
uncertainties, together with the other information contained in this report and in our other public filings.

If any of such risks and
uncertainties actually occurs, our business, financial condition or operating results could differ materially from the plans, projections and other forward-looking statements included in the section titled Managements Discussion and
Analysis of Financial Condition and Results of Operations and elsewhere in this report and in our other public filings. In addition, if any of these risks and uncertainties, or if any other risks and uncertainties, actually occurs, our
business, financial condition or operating results could be harmed substantially, which could cause the market price of our stock to decline, perhaps significantly.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

The Companys 2009 annual meeting of shareholders was held on May 28, 2009. At the annual meeting, our shareholders elected seven directors to the Companys Board of Directors and ratified the
Audit Committees appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the year ending December 31, 2009. Following are the results of the election:

Proposal I: Election of seven directors to the Board of Directors



|                     |  |            |  |              
|-------------------- |  | ---------- |  | -------------
|                     |  | Votes For  |  | VotesWithheld
|Rian J. Wren         |  | 32,828,278 |  | 212,838      
|James P. Hynes       |  | 30,543,030 |  | 498,086      
|Dixon R. Doll        |  | 29,952,034 |  | 1,089,082    
|Peter Barris         |  | 29,830,488 |  | 1,210,628    
|Robert C. Hawk       |  | 29,821,971 |  | 1,219,145    
|Lawrence M. Ingeneri |  | 30,792,952 |  | 248,164      
|G. Edward Evans      |  | 29,973,087 |  | 1,068,029    

Proposal II: Ratification of the Audit Committees appointment of Deloitte & Touche LLP
as independent registered public accounting firm for the year ending December 31, 2009



|              |  |           
|------------- |  | ----------
|Votes for     |  | 30,947,950
|Votes against |  | 89,528    
|Abstentions   |  | 3,638     



|Item 6. | Exhibits
|------- | --------

(a) Exhibits



|             |  |                                                                                                                                
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|             | 
|Exhibit 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|             | 
|Exhibit 32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                     |  |                      |  |                                                                                       
|-------------------- |  | -------------------- |  | --------------------------------------------------------------------------------------
|                     |  | NEUTRAL TANDEM, INC.
|                     |  |                     
|Date: August 7, 2009 |  | By:                  |  | /s/ Rian Wren                                                                         
|                     |  |                      |  | Rian Wren, Chief Executive Officer (Principal
Executive Officer)                      
|                     |  |                     
|Date: August 7, 2009 |  | By:                  |  | /s/ Robert Junkroski                                                                  
|                     |  |                      |  | Robert Junkroski, Chief Financial Officer (Principal
Financial and Accounting Officer)



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