Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 10-Q

(Mark One)

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the quarterly period ended September 30, 2019

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the transition period from_____to_____.

Commission File Number 0-3024

NUVERA COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Minnesota

(State or other jurisdiction of

incorporation or organization)

41-0440990

(I.R.S. Employer

Identification No.)

27 North Minnesota Street

New Ulm, Minnesota 56073

(Address of principal executive offices)

Registrant’s telephone number, including area code: (507) 354-4111

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark whether the registrant has submitted electronically 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 S No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

£ Large accelerated filer	S Accelerated filer
£ Non-accelerated filer	S Smaller reporting company	£ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock - $1.66 par value	NUVR	OTCQB Marketplace

The total number of shares of the registrant’s common stock outstanding as of November 12, 2019: 5,185,323.

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PART I – FINANCIAL INFORMATION

Item 1	Financial Statements	3-9

	Consolidated Statements of Income (unaudited) for the Three and Nine Months Ended September 30, 2019 and 2018	3

	Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2019 and 2018	4

	Consolidated Balance Sheets (unaudited) as of September 30, 2019 and December 31, 2018	5-6

	Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2019 and 2018	7

	Consolidated Statements of Stockholders’ Equity (unaudited) for the Three and Nine Months ended September 30, 2019 and 2018	8-9

	Condensed Notes to Consolidated Financial Statements (unaudited)	10-29

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29-40

Item 3	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4	Controls and Procedures	40-41

PART II – OTHER INFORMATION

Item 1	Legal Proceedings	41

Item 1A	Risk Factors	41

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3	Defaults Upon Senior Securities	41

Item 4	Mine Safety Disclosures	41

Item 5	Other Information	41

Item 6	Exhibits Listing	42

	Signatures	43

	Exhibits

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NUVERA COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
OPERATING REVENUES:
Local Service	$	1,785,759	$	1,715,222	$	5,466,870	$	4,342,825
Network Access		1,817,673		1,810,625		5,593,095		5,106,277
Video		3,016,376		2,862,605		9,054,239		7,578,806
Data		5,446,845		4,594,458		16,250,411		11,177,424
A-CAM/FUSF		3,019,922		5,035,669		9,123,524		8,943,099
Other Non-Regulated		1,064,399		1,195,168		3,103,624		3,386,943
Total Operating Revenues		16,150,974		17,213,747		48,591,763		40,535,374

OPERATING EXPENSES:
Plant Operations (Excluding Depreciation and Amortization)		3,075,977		2,434,225		8,949,683		6,535,140
Cost of Video		2,652,377		2,484,591		7,915,032		6,913,294
Cost of Data		861,684		614,477		2,035,477		1,750,985
Cost of Other Nonregulated Services		543,643		581,184		1,610,767		1,681,489
Depreciation and Amortization		3,035,666		2,752,813		9,085,570		7,289,015
Selling, General and Administrative		2,690,342		3,066,792		7,809,948		7,228,638
Total Operating Expenses		12,859,689		11,934,082		37,406,477		31,398,561

OPERATING INCOME		3,291,285		5,279,665		11,185,286		9,136,813

OTHER (EXPENSE) INCOME
Interest Expense		(827,380)		(744,177)		(2,659,769)		(1,317,116)
Interest/Dividend Income		22,122		55,284		133,180		196,801
Interest During Construction		49,525		20,845		125,607		89,603
Gain (Loss) on Investments		-		-		(104,044)		-
CoBank Patronage Dividends		-		53,136		403,786		344,031
Other Investment Income		71,718		92,544		259,635		237,765
Total Other Income (Expense)		(684,015)		(522,368)		(1,841,605)		(448,916)

INCOME BEFORE INCOME TAXES		2,607,270		4,757,297		9,343,681		8,687,897

INCOME TAXES		730,035		1,332,034		2,616,226		2,432,604

NET INCOME	$	1,877,235	$	3,425,263	$	6,727,455	$	6,255,293

BASIC AND DILUTED
NET INCOME PER SHARE	$	0.36	$	0.66	$	1.30	$	1.21

DIVIDENDS PER SHARE	$	0.1300	$	0.1200	$	0.3800	$	0.3400

WEIGHTED AVERAGE SHARES OUTSTANDING		5,187,152		5,175,258		5,184,010		5,169,441

Certain historical numbers have been changed to conform to the current year's presentation. The accompanying notes are an integral part of these consolidated financial statements.

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NUVERA COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018

Net Income	$	1,877,235	$	3,425,263	$	6,727,455	$	6,255,293

Other Comprehensive Income (Loss):
Unrealized Gains (Losses) on Interest Rate Swaps		108,133		(79,696)		(372,748)		(107,874)
Income Tax Benefit (Expense) Related to Unrealized Gains (Losses) on Interest Rate Swaps		(30,862)		22,745		106,382		30,788
Other Comprehensive Income (Loss):		77,271		(56,951)		(266,366)		(77,086)

Comprehensive Income	$	1,954,506	$	3,368,312	$	6,461,089	$	6,178,207

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

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NUVERA COMMUNICATIONS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)

ASSETS

	September 30, 2019		December 31, 2018
	September 30, 2019		December 31, 2018
CURRENT ASSETS:
Cash	$	5,440,822	$	1,584,769
Receivables, Net of Allowance for Doubtful Accounts of $101,000 and $113,000		2,687,724		3,977,322
Income Taxes Receivable		-		305,751
Materials, Supplies, and Inventories		2,966,989		2,581,389
Prepaid Expenses and Other Current Assets		1,197,187		770,589
Total Current Assets		12,292,722		9,219,820

INVESTMENTS & OTHER ASSETS:
Goodwill		49,903,029		49,903,029
Intangibles		24,916,193		27,409,020
Other Investments		9,456,534		9,170,093
Right of Use Asset		1,655,034		-
Deferred Charges and Other Assets		55,048		21,481
Total Investments and Other Assets		85,985,838		86,503,623

PROPERTY, PLANT & EQUIPMENT:
Telecommunications Plant		159,550,168		153,138,295
Other Property & Equipment		22,791,450		21,705,180
Video Plant		10,679,363		10,541,648
Total Property, Plant and Equipment		193,020,981		185,385,123
Less Accumulated Depreciation		127,185,265		120,877,227
Net Property, Plant & Equipment		65,835,716		64,507,896

TOTAL ASSETS	$	164,114,276	$	160,231,339

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

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NUVERA COMMUNICATIONS, INC. CONSOLIDATED BALANCE SHEETS (continued) (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

	September 30, 2019		December 31, 2018
	September 30, 2019		December 31, 2018
CURRENT LIABILITIES:
Current Portion of Long-Term Debt, Net of Unamortized Loan Fees	$	4,511,844	$	4,511,844
Accounts Payable		2,809,898		3,060,987
Accrued Income Taxes		495,476		-
Other Accrued Taxes		177,342		229,128
Deferred Compensation		53,719		55,201
Accrued Compensation		2,527,018		2,315,976
Other Accrued Liabilities		1,292,183		767,615
Total Current Liabilities		11,867,480		10,940,751

LONG-TERM DEBT, Net of Unamortized
Loan Fees		53,700,247		57,084,130

NONCURRENT LIABILITIES:
Loan Guarantees		330,029		254,383
Deferred Income Taxes		16,034,406		16,140,789
Other Accrued Liabilities		1,500,722		234,587
Financial Derivative Instruments		779,998		407,250
Deferred Compensation		534,281		573,971
Total Noncurrent Liabilities		19,179,436		17,610,980

COMMITMENTS AND CONTINGENCIES:		-		-

STOCKHOLDERS' EQUITY:
Preferred Stock - $1.66 Par Value, 10,000,000 Shares Authorized, None Issued		-		-
Common Stock - $1.66 Par Value, 90,000,000 Shares Authorized, 5,185,323 and 5,175,258 Shares Issued and Outstanding		8,642,205		8,625,430
Accumulated Other Comprehensive Loss		(557,387)		(291,021)
Unearned Compensation		170,095		79,784
Retained Earnings		71,112,200		66,181,285
Total Stockholders' Equity		79,367,113		74,595,478

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	164,114,276	$	160,231,339

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

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NUVERA COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Nine Months Ended
	September 30, 2019		September 30, 2018
	September 30, 2019		September 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	6,727,455	$	6,255,293
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		9,159,487		7,339,962
Unrealized Losses on Investments		104,044		-
Undistributed Earnings of Other Equity Investments		(274,078)		(198,886)
Noncash Patronage Refund		(100,946)		(76,485)
Distributions from Equity Investments		200,000		200,000
Stock Issued in Lieu of Cash Payment		261,636		206,220
Stock-based Compensation		90,311		54,786
Changes in Assets and Liabilities:
Receivables		1,292,931		(1,205,378)
Income Taxes Receivable		305,751		-
Inventories		(385,600)		196,585
Prepaid Expenses		(393,269)		(85,150)
Deferred Charges		(36,900)		23,000
Accounts Payable		(622,853)		(85,501)
Accrued Income Taxes		495,476		61,541
Other Accrued Taxes		(51,786)		104,146
Other Accrued Liabilities		346,711		737,886
Deferred Compensation		(41,172)		(42,903)
Net Cash Provided by Operating Activities		17,077,198		13,485,116

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property, Plant, and Equipment, Net		(7,939,722)		(4,647,162)
Grants Received for Construction of Plant		390,922		323,319
Purchase of Intangible		-		(283,689)
Purchase of Scott Rice Telephone Co., Net of Cash Acquired		-		(42,180,283)
Other, Net		(139,815)		(253,000)
Net Cash Used in Investing Activities		(7,688,615)		(47,040,815)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments of Long-Term Debt		(3,457,800)		(27,575,000)
Issuance of Lone-Term Debt		-		64,550,000
Loan Origination Fees		-		(487,698)
Repurchase of Common Stock		(104,802)		-
Dividends Paid		(1,969,928)		(1,758,068)
Net Cash Provided by (Used in) Financing Activities		(5,532,530)		34,729,234

NET INCREASE IN CASH		3,856,053		1,173,535

CASH at Beginning of Period		1,584,769		1,842,092

CASH at End of Period	$	5,440,822	$	3,015,627

Supplemental cash flow information:
Cash paid for interest	$	2,631,805	$	1,153,798
Net cash paid for income taxes	$	1,815,000	$	2,371,000

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

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NUVERA COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)


	THREE MONTHS ENDED SEPTEMBER 30, 2019
				Accumulated Other Comprehensive Income (Loss)

	Common Stock					Unearned Compensation		Retained Earnings		Total Equity
	Shares	Amount				Unearned Compensation		Retained Earnings		Total Equity

BALANCE on June 30, 2019	5,190,810		8,651,350		(634,658)		133,933		70,004,714		78,155,339

Restricted Stock Grant							36,162				36,162
Repurchase of Common Stock	(5,487)		(9,145)						(95,657)		(104,802)
Net Income									1,877,235		1,877,235
Dividends									(674,092)		(674,092)
Unrealized Gain on Interest Rate Swap					77,271						77,271

BALANCE on September 30, 2019	5,185,323		8,642,205		(557,387)		170,095		71,112,200		79,367,113



	THREE MONTHS ENDED SEPTEMBER 30, 2018
				Accumulated Other Comprehensive Income (Loss)

	Common Stock					Unearned Compensation		Retained Earnings		Total Equity
	Shares	Amount				Unearned Compensation		Retained Earnings		Total Equity

BALANCE on June 30, 2018	5,175,258		8,625,430		-		45,099		61,753,161		70,423,690

Restricted Stock Grant							23,307				23,307
Net Income									3,425,263		3,425,263
Dividends									(621,031)		(621,031)
Unrealized Loss on Interest Rate Swap					(56,951)						(56,951)

BALANCE on September 30, 2018	5,175,258		8,625,430		(56,951)		68,406		64,557,393		73,194,278

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

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NUVERA COMMUNICATIONS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)

	NINE MONTHS ENDED SEPTEMBER 30, 2019
				Accumulated Other Comprehensive Income (Loss)

	Common Stock					Unearned Compensation		Retained Earnings		Total Equity
	Shares	Amount				Unearned Compensation		Retained Earnings		Total Equity

BALANCE on December 31, 2018	5,175,258	$	8,625,430	$	(291,021)	$	79,784	$	66,181,285	$	74,595,478

Directors' Stock Plan	9,561		15,935						164,003		179,938
Employee Stock Plan	5,991		9,985						105,042		115,027
Restricted Stock Grant							90,311				90,311
Repurchase of Common Stock	(5,487)		(9,145)						(95,657)		(104,802)
Net Income									6,727,455		6,727,455
Dividends									(1,969,928)		(1,969,928)
Unrealized Loss on Interest Rate Swap					(266,366)						(266,366)

BALANCE on September 30, 2019	5,185,323	$	8,642,205	$	(557,387)	$	170,095	$	71,112,200	$	79,367,113



	NINE MONTHS ENDED SEPTEMBER 30, 2018
				Accumulated Other Comprehensive Income (Loss)

	Common Stock					Unearned Compensation		Retained Earnings		Total Equity
	Shares	Amount				Unearned Compensation		Retained Earnings		Total Equity

BALANCE on December 31, 2017	5,160,065	$	8,600,108	$	20,135	$	13,620	$	59,814,870	$	68,448,733

Directors' Stock Plan	10,984		18,307						181,602		199,909
Employee Stock Plan	4,209		7,015						63,696		70,711
Restricted Stock Grant							54,786				54,786
Net Income									6,255,293		6,255,293
Dividends									(1,758,068)		(1,758,068)
Unrealized Loss on Interest Rate Swap					(77,086)						(77,086)

BALANCE on September 30, 2018	5,175,258	$	8,625,430	$	(56,951)	$	68,406	$	64,557,393	$	73,194,278

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

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NUVERA COMMUNICATIONS, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019 (Unaudited)

Note 1 – Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements of Nuvera Communications, Inc. and its subsidiaries (Nuvera) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information, rules and regulations of the Securities and Exchange Commission (SEC) and, where applicable, conform to the accounting principles as prescribed by federal and state telephone utility regulatory authorities. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted or condensed pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring accruals) considered necessary for the fair presentation of the financial statements and present fairly the results of operations, financial position and cash flows for the interim periods presented as required by Regulation S-X, Rule 10-01. These unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018.

The preparation of our financial statements requires our management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities at the date of the financial statements and during the reporting period. Actual results may differ from these estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year as a whole or any other interim period.

Our consolidated financial statements report the financial condition and results of operations for Nuvera and its subsidiaries in one business segment: the Communications Segment. Inter-company transactions have been eliminated from the consolidated financial statements.

Revenue Recognition

See Note 2 – “Revenue Recognition” for a discussion of our revenue recognition policies.

Cost of Services (excluding depreciation and amortization)

Cost of services includes all costs related to delivery of communication services and products. These operating costs include all costs of performing services and providing related products including engineering, network monitoring and transport cost.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include direct and indirect selling expenses, customer service, billing and collections, advertising and all other general and administrative costs associated with the operations of the business.

Depreciation and Amortization Expense

We use the group life method (mass asset accounting) to depreciate the assets of our telephone companies. Telephone plant acquired in a given year is grouped into similar categories and depreciated over the remaining estimated useful life of the group. When an asset is retired, both the asset and the accumulated depreciation associated with that asset are removed from the books. Due to rapid changes in technology, selecting the estimated economic life of communications plant and equipment requires a significant amount of judgment. We periodically review data on expected utilization of new equipment, asset retirement activity and net salvage values to determine adjustments to our depreciation rates. Depreciation expense was $6,592,743 and $5,332,415 for the nine months ended September 30, 2019 and 2018. We amortize our definite-lived intangible assets over their estimated useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment.

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Income Taxes

The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Significant components of our deferred taxes arise from differences (i) in the basis of property, plant and equipment due to the use of accelerated depreciation methods for tax purposes, as well as (ii) in partnership investments and intangible assets due to the difference between book and tax basis. Our effective income tax rate is normally higher than the United States tax rate due to state income taxes and permanent differences.

We account for income taxes in accordance with GAAP, which requires an asset and liability approach to financial accounting and reporting for income taxes. As required by GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

As of September 30, 2019 and December 31, 2018 we had no unrecognized tax benefits.

We are primarily subject to United States, Minnesota, Iowa, Nebraska, North Dakota and Wisconsin income taxes. Tax years subsequent to 2014 remain open to examination by federal and state tax authorities. Our policy is to recognize interest and penalties related to income tax matters as income tax expense. As of September 30, 2019 and December 31, 2018 we had no interest or penalties accrued that related to income tax matters.

Recent Accounting Developments

In August, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-12 (ASU 2017-12), “Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 amends current guidance on accounting for hedges mainly to align more closely an entity’s risk management activities and financial reporting relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. In addition, amendments in ASU 2017-12 simplify the application of hedge accounting by allowing effectiveness assessments to be performed on a qualitative basis after hedge inception. The new guidance is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. The Company adopted ASU 2017-12 as of January 1, 2019 and is applying the guidance to our hedging activities.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and other (Topic 350).” ASU 2017-04 simplifies the accounting for goodwill impairment and removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value limited to the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. The amendments in this update should be applied on a prospective basis. ASU 2017-04 is effective for the Company beginning January 1, 2021. Early adoption is permitted. Management is evaluating the impact the adoption of ASU 2017-04 will have on the Company’s financial statements (if any).

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In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires entities to use a new forward-looking, expected loss model to estimate credit losses. It also requires additional disclosures relating to the credit quality of trade and other receivables, including information relating to management’s estimate of credit allowances. The Company is required to adopt ASU 2016-13 on January 1, 2020. Early adoption as of January 1, 2019 is permitted. We are evaluating the effects that adoption of ASU 2016-13 will have on our financial position, results of operations and disclosures.

We have reviewed all other significant newly issued accounting pronouncements and determined that they are either not applicable to our business or that no material effect is expected on our financial position and results of operations.

Note 2 – Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) (Accounting Standards Codification (ASC) 606),” which is a comprehensive revenue recognition standard that supersedes nearly all existing revenue recognition guidance under GAAP. ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers, which steps are to (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when each performance obligation is satisfied.

We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective method for open contracts. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606. The Company did not have any material cumulative effect adjustments that would have affected its January 1, 2018 assets, liabilities or retained earnings. The adoption of this new standard by the Company resulted in additional disclosures around the nature and timing of the Company’s performance obligations, deferred revenue contract liabilities, deferred contract cost assets, as well as significant judgements and practical expedients used by the Company in applying the new five-step revenue model.

Our revenue contracts with customers may include a promise or promises to deliver services such as broadband, video or voice services. Promised services are considered distinct as the customer can benefit from the services either on their own or together with other resources that are readily available to the customer and the Company’s promise to transfer service to the customer is separately identifiable from other promises in the contract. The Company accounts for services as separate performance obligations. Each service is considered a single performance obligation as it is providing a series of distinct services that are substantially the same and have the same pattern of transfer.

The transaction price is determined at contract inception and reflects the amount of consideration to which we expect to be entitled in exchange for transferring service to the customer. This amount is generally equal to the market price of the services promised in the contract and may include promotional or bundling discounts. The majority of our prices are based on tariffed rates filed with regulatory bodies or standard company price lists. The transaction price excludes amounts collected on behalf of third parties such as sales taxes and regulatory fees. Conversely, nonrefundable up-front fees, such as service activation and set-up fees, which are immaterial to our overall revenues, are included in the transaction price. In determining the transaction price, we consider our enforceable rights and obligations within the contract. We do not consider the possibility of a contract being cancelled, renewed or modified, which is consistent with ASC 606-10-32-4.

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The transaction price is allocated to each performance obligation based on the standalone selling price of the service, net of the related discount, as applicable.

Revenue is recognized when performance obligations are satisfied by transferring service to the customer as described below.

Significant Judgements

The Company often provides multiple services to a customer. Provision of customer premise equipment (CPE) and additional service tiers may have a significant level of integration and interdependency with the subscription voice, video, Internet, or connectivity services. Judgement is required to determine whether provision of CPE, installation services, and additional service tiers are considered distinct and accounted for separately, or not distinct and accounted for together with the subscription services.

Allocation of the transaction price to the distinct performance obligations in bundled service subscriptions requires judgement. The transaction price for a bundle of services is frequently less than the sum of standalone selling prices of each individual service. Bundled discounts are allocated proportionally to the selling price of each individual service within the bundle. Standalone selling prices for the Company’s services are directly observable.

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Disaggregation of Revenue

The following table summarizes revenue from contracts with customers for the three months ended September 30, 2019 and 2018:

	Three Months Ended September 30,
	2019		2018
Voice services¹	$	2,008,878	$	1,940,704
Network access¹		1,866,177		1,738,866
Video ¹		3,013,306		2,858,516
Data ¹		4,962,492		4,164,304
Directory²		219,655		205,789
Other contracted revenue³		589,061		643,450
Other⁴		267,023		317,417

Revenue from customers		12,926,592		11,869,046

Subsidy and other revenue outside scope of ASC 606⁵		3,224,382		5,344,701

Total revenue	$	16,150,974	$	17,213,747

¹ Month-to-Month contracts billed and cosumed in the same month.

² Directory revenue is contracted annually, however, this revenue is recognized monthly over the contract period as the advertising is used.

³ This includes long-term contracts where the revenue is recognized monthly over the term of the contract.

⁴ This includes CPE and other equipment sales.

⁵ This includes governmental subsidies and lease revenue outside the scope of ASC 606.

For the three months ended September 30, 2019, approximately 78.38% of our total revenue was from month-to-month and other contracted revenue from customers. Approximately 19.97% of our total revenue was from revenue sources outside of the scope of ASC 606. The remaining 1.65% of total revenue was from other sources including CPE and equipment sales and installation.

For the three months ended September 30, 2018, approximately 67.11% of our total revenue was from month-to-month and other contracted revenue from customers. Approximately 31.05% of our total revenue was from revenue sources outside of the scope of ASC 606. The remaining 1.84% of total revenue was from other sources including CPE and equipment sales and installation.

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The following table summarizes revenue from contracts with customers for the nine months ended September 30, 2019 and 2018:

	Nine Months Ended September 30,
	2019		2018
Voice services¹	$	6,131,382	$	5,049,191
Network access¹		5,739,795		5,251,706
Video ¹		9,045,619		7,566,558
Data ¹		14,850,396		9,979,449
Directory²		624,533		556,614
Other contracted revenue³		1,749,365		1,793,457
Other⁴		725,471		740,761

Revenue from customers		38,866,561		30,937,736

Subsidy and other revenue outside scope of ASC 606⁵		9,725,202		9,597,638

Total revenue	$	48,591,763	$	40,535,374

¹ Month-to-Month contracts billed and cosumed in the same month.

² Directory revenue is contracted annually, however, this revenue is recognized monthly over the contract period as the advertising is used.

³ This includes long-term contracts where the revenue is recognized monthly over the term of the contract.

⁴ This includes CPE and other equipment sales.

⁵ This includes governmental subsidies and lease revenue outside the scope of ASC 606.

For the nine months ended September 30, 2019, approximately 78.49% of our total revenue was from month-to-month and other contracted revenue from customers. Approximately 20.02% of our total revenue was from revenue sources outside of the scope of ASC 606. The remaining 1.49% of total revenue was from other sources including CPE and equipment sales and installation.

For the nine months September 30, 2018, approximately 74.49% of our total revenue was from month-to-month and other contracted revenue from customers. Approximately 23.68% of our total revenue was from revenue sources outside of the scope of ASC 606. The remaining 1.83% of total revenue was from other sources including CPE and equipment sales and installation.

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A significant portion of our revenue is derived from customers who may generally cancel their subscriptions at any time without penalty. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from our existing customer base. Revenue from customers with a contractually specified term and non-cancelable service period will be recognized over the term of such contracts, which is generally 3 to 10 years for these types of contracts.

Nature of Services

Revenues are earned from our customers primarily through the connection to our networks, digital and commercial television (TV) programming, Internet services (high-speed broadband), and hosted and managed services. Revenues for these services are billed based on set rates for monthly service or based on the amount of time the customer is utilizing our facilities. The revenue for these services is recognized over time as the service is rendered.

Voice Services – We receive recurring revenue for basic local services that enable end-user customers to make and receive telephone calls within a defined local calling area for a flat monthly fee. In addition to subscribing to basic local telephone services, our customers may choose from a variety of custom calling features such as call waiting, call forwarding, caller identification and voicemail. Customers may generally cancel their subscriptions at any time without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized over a one month service period as the subscription services are delivered. Other optional services purchased by the customer are generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided.

Network Access – We provide access services to other communication carriers for the use of our facilities to terminate or originate long distance calls on our network. Additionally, we bill monthly subscriber line charges (SLCs) to substantially all of our customers for access to the public switched network. These SLCs are regulated and approved by the Federal Communications Commission (FCC). In addition, network access revenue is derived from several federally administered pooling arrangements designed to provide support and distribute funding to us.

Revenues earned from other communication carriers accessing our network are based on the utilization of our network by these carriers as measured by minutes of use on the network or special access to the network by the individual carriers on monthly basis. Revenues are billed at tariffed access rates for both interstate and intrastate calls and are recognized into revenue monthly based on the period the access was provided.

The National Exchange Carriers Association (NECA) pools and redistributes the SLCs to various communication providers through the Connect America Fund. These revenues are earned and recognized into revenue on a monthly basis. Any adjustments to these amounts received by NECA are adjusted for in revenue upon receipt of the adjustment.

Video – We provide a variety of enhanced video services on a monthly recurring basis to our customers. We also receive monthly recurring revenue from our subscribers for providing commercial TV programming. Customers may generally cancel their subscriptions at any time without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized over a one month service period as the subscription services are delivered. Other optional services purchased by the customer are generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided.

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Data – We provide high speed Internet to business and residential customers. Our revenue is earned based on the offering of various flat packages based on the level of service, data speeds and features. We also provide e-mail; web hosting and design, on-line file back up and on-line file storage. Data customers may generally cancel their subscriptions at any time without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized over a one month service period as the subscription services are delivered. Other optional services purchased by the customer are generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided.

Directory – Our directory publishing revenue in our telephone directories recurs monthly and is recognized into revenue on a monthly basis.

Other Contracted Revenue - Managed services and certain other data customers include fiber-delivered communications and managed information technology solutions to mainly business customers, as well as high-capacity last-mile data connectivity services to wireless and wireline carriers. Services are primarily offered on a subscription basis with a contractually specified and non-cancelable service period. The non-cancelable contract terms for these customers generally range from 3 to 10 years. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the contract period as the subscription services are delivered. These services are billed as monthly recurring charges to customers.

Other – We also generate revenue from the sales, service and installation of CPE and other services. Sales and service of CPE are billed and recognized into revenue once the sale or service is complete or delivered. These sales and services are generally short-term in nature and are completed within one month. Other revenues are immaterial to our total revenues.

Subsidy and Other Revenue outside the Scope of ASC 606 – We receive subsidies from governmental entities to operate and expand our networks. In addition, we have revenue from leasing arrangements. Both of these revenue streams are outside of the scope of ASC 606.

Interstate access rates are established by a nationwide pooling of companies known as the NECA. The FCC established NECA in 1983 to develop and administer interstate access service rates, terms and conditions. Revenues are pooled and redistributed on the basis of a company's actual or average costs. There has been a change in the composition of interstate access charges in recent years, shifting more of the charges to the end user and reducing the amount of access charges paid by interexchange carriers (IXC). We believe this trend will continue.

Intrastate access rates are filed with state regulatory commissions in Minnesota and Iowa.

From January 1, 2017 through July 31, 2018 we did not receive funding from the Federal Universal Service Fund (FUSF) based on the pooling and redistribution of revenues based on a company's actual or average costs as described above, but instead, elected to receive funding based on the Alternative Connect America Cost Model (A-CAM) as described below.

With the acquisition of Scott-Rice Telephone Co. (Scott-Rice) on July 31, 2018, see Note 4 – “Acquisitions and Dispositions,” Nuvera now receives FUSF support for Scott-Rice. The remainder of the Company receives funding from A-CAM as mentioned below. Scott-Rice’s settlements from the pools are based on nationwide average schedules.

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A-CAM

As described above, with the exception of Scott-Rice, the remainder of our companies receive funding from A-CAM.

When Nuvera originally elected A-CAM we received annually (i) $391,896 for our Iowa operations and (ii) $6,118,567 for our Minnesota operations. The Company used the annual $6.5 million that it received through the A-CAM program to meet our defined broadband build-out obligations, which the Company is currently completing. These A-CAM payments replaced the Company’s former interstate common line support payments.

On May 7, 2018, the FCC issued Public Notice DA 18-465, which contained revised offers of A-CAM support and associated revised service deployment obligations.

On May 23, 2018, the Company’s Board of Directors (BOD) authorized and directed the Company to accept the FCC’s revised offer of A-CAM support and the revised associated service deployment obligations. Under the revised FCC offer Notice, the Company was entitled to annually receive (i) $489,870 for its Iowa operations, which was a $97,974 increase per year and (ii) $7,648,208 for its Minnesota operations, which was a $1,529,641 increase per year. The Company used the additional support that it received through the A-CAM program to continue to meet its defined broadband build-out obligations, which the Company is currently completing. A letter of acceptance to elect the revised A-CAM support was filed by the Company with the FCC on May 24, 2018. The FCC accepted the Company’s letter on May 30, 2018. On August 31, 2018 the Company received approximately $3.12 million for the revised A-CAM support. This represented an 18-month true-up for support back to the original election date, and an increased monthly payment representing the new revised A-CAM support offer.

On February 25, 2019, the FCC issued Public Notice DA 19-115, which contained revised offers of A-CAM support and associated revised service deployment obligations.

On February 27, 2019, the Company’s BOD authorized and directed the Company to accept the FCC’s revised offer of A-CAM support and the revised associated service deployment obligations. Under the revised FCC offer Notice, the Company will be entitled to annually receive (i) $596,084 for its Iowa operations, which was a $106,214 increase per year and (ii) $8,354,481 for its Minnesota operations, which was a $706,273 increase per year. The Company will receive the revised A-CAM offer over the next 10 years starting in 2019. The Company will use the additional support that it receives through the A-CAM program to continue to meet its defined broadband build-out obligations, which the Company is currently completing. A letter of acceptance to elect the revised A-CAM support was filed by the Company with the FCC on March 8, 2019. The FCC accepted the Company’s letter on March 11, 2019. In the second quarter of 2019, the Company received a true-up payment for support back to January 1, 2019 and an increased monthly payment representing the new revised A-CAM support offer.

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The following table provides information about our receivables, contracts assets and contract liabilities from revenue contracts with our customers:

	January 1, 2019		September 30, 2019		Increase/ (Decrease)

Contract Assets:

Short-term contract assets	$	-	$	34,131	$	34,131	¹

Long-term contract assets		-		97,652		97,652	¹

Contract Liabilities:

Short-term contract liabilities		288,709		473,269		184,560	¹

Long-term contract liabilities		234,587		276,109		41,522	¹

Receivables:

Receivables accounted for under ASC 606		3,311,629		1,950,992		(1,360,637)	²

Subsidy Receivables not accounted for under ASC 606		678,174		745,880		67,706	³

¹ The difference is due to the timing of the contract billings and commissions.

² The decrease in accounts receivable is due to the timing of receipts.

³ This receivable is for A-CAM funding.

Contract Assets

Contract assets arise from costs that are incremental to the acquisition of a contract. Incremental costs are those that result directly from obtaining a contract or costs that would not have been incurred if the contract had not been obtained, which primarily relates to sales commissions. Sales commissions are capitalized when paid and are recorded as a contract asset. Sales commissions are then amortized monthly over the life of the contract as the contract obligations are satisfied.

Contract Liabilities

Short-term contract liabilities include deferred revenues for advanced payments for managed services and other long-term contracts. This includes the current portion of the deferred revenues that will be recognized monthly within one year. Long-term contract liabilities include deferred revenues for advanced payments for managed services and other long-term contracts. This includes the portion longer than one year and the corresponding deferred revenues are recognized into revenue on a monthly basis based on the term of the contracts.

Receivables

A receivable is recognized in the period the Company provides goods and services when the Company’s right to consideration is unconditional. Payment terms on invoiced amounts are generally 30-60 days.

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Note 3 – Leases

In February 2016, the FASB issued ASU 2016-02, “Leases,” which, together with its related clarifying ASUs, provided revised guidance for lease accounting and related disclosure requirements and established a right-to-use (ROU) model that requires lessees to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. This guidance was effective for us on January 1, 2019. We adopted the standard using the modified retrospective method which applied to leases that exist or were entered into on or after January 1, 2019. The Company elected to utilize the package of practical expedients that allows to 1) not reassess whether any expired or existing contracts are or contain leases, 2) retain the existing classification of lease contracts as of the date of adoption and 3) not reassess initial direct costs for any existing leases. The ASU also requires disclosures to allow financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements.

On January 1, 2019, upon adoption of ASU 2016-02, the Company recorded an Operating Lease ROU of $599,308, a short-term operating lease liability of $100,844 and a long-term operating lease liability of $498,464. The Company used an estimated incremental borrowing rate of 6%, which approximates our fixed CoBank, ACB (CoBank) borrowing rate to determine the inception present value at January 1, 2019. The terms of our leases range from two to seventeen years.

The following table includes the ROU and operating lease liabilities as of September 30, 2019.

Right of Use Asset	Balance September 30, 2019		Balance January 1,2019
Operating Lease right-of-use assets	$	1,655,034	$	599,308

Operating Lease Liability	Balance September 30, 2019		Balance January 1, 2019
Short-Term Operating Lease Liability	$	427,306	$	100,844
Long-Term Operating Lease Liability		1,224,612		498,464
Total	$	1,651,918	$	599,308

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Maturity analysis under these lease agreements are as follows:

Maturity Analysis	Balance September 30, 2019
2019 (remaining)	$	131,292
2020		496,672
2021		286,262
2022		272,399
2023		272,399
Thereafter		571,993
Total		2,031,017
Less Imputed interest		(379,099)
Present Value of Operating Leases	$	1,651,918

We amortize our leases over the shorter of the term of the lease or the useful life of the asset. Lease expense for the three and nine months ended September 30, 2019 was $226,357 and $294,758.

Note 4 – Acquisitions and Dispositions

Scott-Rice Acquisition

On July 31, 2018, the Company announced that it had completed its acquisition of Scott-Rice from Allstream Business U.S., LLC, an affiliate of Zayo Group Holdings, Inc. (Zayo) for approximately $42 million in cash. Scott-Rice provides phone, video and internet services with more than 18,000 connections, serving the communities of Prior Lake, Savage, Elko New Market, Minnesota. The combined Nuvera/Scott-Rice Company has approximately 66,000 connections. Nuvera financed the acquisition with its principal lender, CoBank. Further information regarding the CoBank loan terms and amounts can be found on the Company’s 8-K filed with the SEC on August 3, 2018.

The allocation of the acquisition value of Scott-Rice, as determined by an independent valuation firm, is shown below:

Current assets	$	810,927
Property, plant and equipment		23,800,000
Customer relationship intangible		13,600,000
Excess costs over net assets acquired (Goodwill)		10,097,680
Current liabilities		(370,898)
Deferred income taxes		(5,532,014)
Deferred liabilities		(264,814)
Purchase price allocation		42,140,881
Less cash acquired		(4,388)
Total Consideration for Acquisition	$	42,136,493

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The acquisition was accounted for using the acquisition method of accounting in accordance with current standards. As a result, the fair value of the consideration paid, which consists of approximately $42 million in cash, has been allocated to the fair value of the assets and liabilities received. The allocation of the purchase price to Scott-Rice’s assets and liabilities has been based on estimates of fair values. Criteria have been established in ASC 805, “Business Combinations” for determining whether intangible assets should be recognized separately from goodwill. Based upon our fair value allocation, the excess of the purchase price and acquisition costs over the fair value of the net identifiable tangible assets acquired was $23,697,680, which is not deductible for income tax purposes. The Company recorded an intangible asset related to the acquired company’s customer relationships of $13,600,000. The estimated useful life of the customer relationship intangible is fifteen years.

Pro Forma Financial Information

On July 31, 2018, Nuvera completed the acquisition of Scott-Rice. The following pro forma results presented are for the three and nine months ended September 30, 2019 and 2018, as if the acquisition had been completed on January 1, 2018. The Company has provided this pro forma condensed Statement of Income to facilitate analysis of the Statement of Income. The pro forma statements do not reflect any effect of operating efficiencies, cost savings and other benefits anticipated by the Company’s management as a result of the acquisition.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018

Revenue	$	16,150,974	$	18,411,062	$	48,591,763	$	49,203,865

Net Income	$	1,877,235	$	3,074,655	$	6,727,455	$	6,867,910

Basic and Diluted Net

Income Per Share	$	0.36	$	0.60	$	1.30	$	1.33

Note 5 – Fair Value Measurements

We have adopted the rules prescribed under GAAP for our financial assets and liabilities. GAAP includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1: Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs that are derived principally from or corroborated by observable market data.

Level 3: Inputs are derived from valuation techniques where one or more significant inputs or value drivers are unobservable.

We have used financial derivative instruments to manage our overall cash flow exposure to fluctuations in interest rates. We accounted for derivative instruments in accordance with GAAP that requires derivative instruments to be recorded on the balance sheet at fair value. Changes in fair value of derivative instruments must be recognized in earnings unless specific hedge accounting criteria are met, in which case, the gains and losses are included in other comprehensive income rather than in earnings.

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We have entered into interest rate swap agreements (IRSAs) with our lender, CoBank, to manage our cash flow exposure to fluctuations in interest rates. These instruments are designated as a cash flow hedges and are effective at mitigating the risk of fluctuations on interest rates in the market place. Any gains or losses related to changes in the fair value of these derivatives are accounted for as a component of accumulated other comprehensive income (loss) for as long as the hedge remains effective.

The fair value of our IRSAs are discussed in Note 8 – “Interest Rate Swaps”. The fair value of our swap agreements were determined based on Level 2 inputs.

Other Financial Instruments

Other Investments - It is difficult to estimate a fair value for equity investments without a readily determinable fair value due to a lack of observable transaction prices. We conducted an evaluation of our investments in all of our companies in connection with the preparation of our audited financial statements at December 31, 2018. As of September 30, 2019, we believe the carrying value of our investments is not impaired.

Debt – We estimate the fair value of our long-term debt based on the discounted future cash flows we expect to pay using current rates of borrowing for similar types of debt. Fair value of the debt approximates carrying value.

Other Financial Instruments - Our financial instruments also include cash equivalents, trade accounts receivable and accounts payable where the current carrying amounts approximate fair market value.

Note 6 – Goodwill and Intangibles

We account for goodwill and other intangible assets under GAAP. Under GAAP, goodwill and intangible assets with indefinite useful lives are not amortized, but are instead tested for impairment (i) on at least an annual basis and (ii) when changes in circumstances indicate that the fair value of goodwill may be below its carrying value. Our goodwill totaled $49,903,029 at September 30, 2019 and December 31, 2018.

As required by GAAP, we do not amortize goodwill and other intangible assets with indefinite lives, but test for impairment on an annual basis or earlier if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount. These circumstances include, but are not limited to (i) a significant adverse change in the business climate, (ii) unanticipated competition or (iii) an adverse action or assessment by a regulator. Determining impairment involves estimating the fair value of a reporting unit using a combination of (i) the income or discounted cash flows approach and (ii) the market approach that utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds its fair value, the amount of the impairment loss must be measured. The impairment loss is calculated by comparing the implied fair value of the reporting unit’s goodwill to its carrying amount. In calculating the implied fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied value of goodwill. We recognize impairment loss when the carrying amount of goodwill exceeds its implied fair value.

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In 2018 and 2017, we engaged an independent valuation firm to complete our annual impairment testing for existing goodwill. For 2018 and 2017, the testing results indicated no impairment charge to goodwill as the determined fair value was sufficient to pass the first step of the impairment test.

Our intangible assets subject to amortization consist of acquired customer relationships, regulatory rights and trade names. We amortize intangible assets with finite lives over their respective estimated useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment. In addition, we periodically reassess the carrying value, useful lives and classifications of our identifiable intangible assets.

The components of our identified intangible assets are as follows:

		September 30, 2019				December 31, 2018
		Gross Carrying Amount				Gross Carrying Amount
	Useful Lives			Accumulated Amortization				Accumulated Amortization
	Useful Lives			Accumulated Amortization				Accumulated Amortization
Definite-Lived Intangible Assets
Customers Relationships	14-15 yrs	$	42,878,445	$	22,067,156	$	42,878,445	$	19,820,843
Regulatory Rights	15 yrs		4,000,000		3,133,305		4,000,000		2,933,307
Trade Name	3-5 yrs		880,106		641,897		880,106		595,381
Indefinitely-Lived Intangible Assets
Video Franchise			3,000,000		-		3,000,000		-
Total		$	50,758,551	$	25,842,358	$	50,758,551	$	23,349,531

Net Identified Intangible Assets				$	24,916,193			$	27,409,020

Amortization expense related to the definite-lived intangible assets was $2,492,827 and $1,956,600 for the nine months ended September 30, 2019 and 2018. Amortization expense for the remaining three months of 2019 and the five years subsequent to 2019 is estimated to be:

·	(October 1 – December 31)	$	830,944
·	2020	$	3,323,771
·	2021	$	3,323,726
·	2022	$	1,952,376
·	2023	$	1,660,295
·	2024	$	1,623,654

Note 7 – Secured Credit Facility

On July 31, 2018, we entered into an Amended and Restated master loan agreement (MLA) with CoBank. This MLA refinanced and replaced the existing credit facility between CoBank and Nuvera and its subsidiaries. Nuvera and its respective subsidiaries also have entered into security agreements under which substantially all the assets of Nuvera and its respective subsidiaries have been pledged to CoBank as collateral. In addition, Nuvera and its respective subsidiaries have guaranteed all the obligations under the credit facility. These mortgage notes are required to be paid in quarterly installments covering principal and interest, beginning in the year of issue and maturing on July 31, 2025.

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As described in Note 8 – “Interest Rate Swaps,” on August 1, 2018 we entered into an IRSA with CoBank covering 25 percent of our existing debt balance or $16,137,500 of our aggregate indebtedness to Co Bank at August 1, 2018. The swap effectively locks in our interest rate on 25 percent of our variable-rate debt through July 2025. Under this IRSA, we have changed the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the IRSA, we pay a fixed contractual interest rate and (i) make an additional payment if the LIBOR variable rate payment is below a contractual rate or (ii) receive a payment if the LIBOR variable rate payment is above the contractual rate. As of September 30, 2019, our IRSA covered $14,696,750, with a weighted average rate of 6.02%.

As described in Note 8 – “Interest Rate Swaps,” on August 29, 2019 we entered into a second IRSA with CoBank covering an additional $42,000,000 of our aggregate indebtedness to CoBank at August 29, 2019. The swap effectively locked in a significant portion of our variable-rate debt through July 2025. Under this IRSA, we have changed the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the IRSA, we pay a fixed contractual interest rate and (i) make an additional payment if the LIBOR variable rate payment is below a contractual rate or (ii) receive a payment if the LIBOR variable rate payment is above the contractual rate. As of September 30, 2019, our IRSA covered $41,192,367, with a weighted average rate of 4.25%.

Our remaining debt of $12.9 million ($10.0 million available under the revolving credit facilities and $2.9 million currently outstanding) remains subject to variable interest rates at an effective weighted average interest rate of 5.02%, as of September 30, 2019.

Our loan agreements include restrictions on our ability to pay cash dividends to our stockholders. However, we are allowed to pay dividends (a) (i) in an amount up to $2,700,000 in any year if our “Total Leverage Ratio,” that is, the ratio of our “Indebtedness” to “EBITDA” (earnings before interest, taxes, depreciation and amortization – as defined in the loan documents) is greater than 2.00 to 1.00, and (ii) in any amount if our Total Leverage Ratio is less than 2.00 to 1.00, and (b) in either case, if we are not in default or potential default under the loan agreements. Our current Total Leverage Ratio at September 30, 2019 is 2.24.

Our credit facility requires us to comply with specified financial ratios and tests. These financial ratios include total leverage ratio, debt service coverage ratio, equity to total assets ratio and annual maximum aggregate capital expenditures. At September 30, 2019, we were in compliance with all the stipulated financial ratios in our loan agreements.

There are security and loan agreements underlying our current CoBank credit facility that contain restrictions on our distributions to stockholders and investment in, or loans, to others. Also, our credit facility contains restrictions that, among other things, limits or restricts our ability to enter into guarantees and contingent liabilities, incur additional debt, issue stock, transact asset sales, transfers or dispositions, and engage in mergers and acquisitions, without CoBank approval.

Note 8 – Interest Rate Swaps

We assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities.

We generally use variable-rate debt to finance our operations, capital expenditures and acquisitions. These variable-rate debt obligations expose us to variability in interest payments due to changes in interest rates. The terms of our credit facility with CoBank require that we enter into interest rate agreements designed to protect us against fluctuations in interest rates, in an aggregate principal amount and for a duration determined under the credit facility.

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To meet this objective, on August 1, 2018 we entered into an IRSA with CoBank covering 25 percent of our existing outstanding debt balance or $16,137,500 of our aggregate indebtedness to CoBank at August 1, 2018. The swap effectively locked in the interest rate on 25 percent of our variable-rate debt through July 2025. Under this IRSA, we have changed the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the IRSA, we pay a fixed contractual interest rate and (i) make an additional payment if the LIBOR variable rate payment is below a contractual rate or (ii) receive a payment if the LIBOR variable rate payment is above the contractual rate.

On August 29, 2019 we entered into a second IRSA with CoBank covering an additional $42,000,000 of our aggregate indebtedness to CoBank at August 29, 2019. The swap effectively locked in a significant portion of our variable-rate debt through July 2025. Under this IRSA, we have changed the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the IRSA, we pay a fixed contractual interest rate and (i) make an additional payment if the LIBOR variable rate payment is below a contractual rate or (ii) receive a payment if the LIBOR variable rate payment is above the contractual rate.

Each month, we make interest payments to CoBank under its loan agreements based on the current applicable LIBOR Rate plus the contractual LIBOR margin then in effect with respect to the loan, without reflecting our IRSAs. At the end of each calendar month, CoBank adjusts our aggregate interest payments based on the difference, if any, between the amounts paid by us during the month and the current effective interest rate. Net interest payments are reported in our consolidated income statement as interest expense.

Our IRSAs under our credit facilities both qualify as cash flow hedges for accounting purposes under GAAP. We reflect the effect of these hedging transactions in the financial statements. The unrealized gain/loss is reported in other comprehensive income. If we terminate our IRSAs, the cumulative change in fair value at the date of termination would be reclassified from accumulated other comprehensive income, which is classified in stockholders’ equity, into earnings on the consolidated statements of income.

The fair value of the Company’s IRSAs are determined based on valuations received from CoBank and are based on the present value of expected future cash flows using discount rates appropriate with the terms of the IRSAs. The fair value indicates an estimated amount we would be required to pay if the contracts were canceled or transferred to other parties. At September 30, 2019, the fair value liability of these swaps was $779,998, which has been recorded net of deferred tax benefit of $222,611, resulting in the $557,387 in accumulated other comprehensive loss.

Note 9 – Other Investments

We are a co-investor with other rural telephone companies in several partnerships and limited liability companies. These joint ventures make it possible to offer services to customers, including digital video services and fiber-optic transport services that we would have difficulty offering on our own. These joint ventures also make it possible to invest in new technologies with a lower level of financial risk. We recognize income and losses from these investments on the equity method of accounting. For a listing of our investments, see Note 12 – “Segment Information”.

The FASB requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of September 30, 2019, we recorded a loss on one of our investments of $104,044.

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Note 10 – Guarantees

Nuvera has guaranteed a portion of a ten-year loan owed by FiberComm, LC, originally set to mature on September 30, 2021. As of September 30, 2019, we have recorded a liability of $330,029 in connection with the guarantee on this loan. This guarantee may be exercised if FiberComm, LC does not make its required payments on this note.

Note 11 – Restricted Stock Units (RSU)

On February 24, 2017, our BOD adopted the 2017 Omnibus Stock Plan (2017 Plan) effective May 25, 2017. The shareholders of the Company approved the 2017 Plan at the May 25, 2017 Annual Meeting of Shareholders. The purpose of the 2017 Plan was to enable Nuvera and its subsidiaries to attract and retain talented and experienced people, closely link employee compensation with performance realized by shareholders, and reward long-term results with long-term compensation. The 2017 Plan enables the Company to grant stock incentive awards to current and new employees, including officers, and to Board members and service providers. The 2017 Plan permits stock incentive awards in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, RSUs, performance stock, performance units, and other awards in stock or cash. The 2017 Plan permits the issuance of up to 625,000 shares of our Common Stock in any of the above stock awards.

Starting in 2017 and each subsequent year following 2017, our BOD and Compensation Committee granted and will grant awards to the Company’s executive officers under the 2017 Plan. We recognize share-based compensation expense for these RSUs over the vesting period of the RSUs’ which is determined by our BOD. Each executive officer received or will receive time-based RSUs and performance-based RSUs. The time-based RSUs are computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock on a date set by the BOD, and will vest over a three-year period based on the executive officer being employed by the Company on the vesting date. The performance-based RSUs are also computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock on a date set by the BOD, and will vest over a three-year period based on the Company attaining an average Return on Invested Capital (ROIC) over that three year period. The ROIC target is set by the BOD. The executive officer must also be employed by the Company on the vesting date to receive the performance-based RSUs. Executive officers may earn more or less performance-based RSU’s based on if the actual ROIC over the time period is more or less than target. Upon vesting of either time-based or performance-based RSUs, the executive officers will be able to receive Common Stock in the Company in exchange for the RSUs.

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RSUs currently issued or forfeited is as follows:

		Targeted Performance-Based RSU's	Closing Stock Price
	Time-Based RSU's				Vesting Date
	Time-Based RSU's				Vesting Date
Balance at December 31, 2016	-	-
Issued	6,077	-	$	13.00	12/31/2019
Excercised	-	-
Forfeited	-	-
Balance at December 31, 2017	6,077	-
Issued	4,044	5,750	$	17.00	12/31/2020
Excercised	-	-
Forfeited	(1,404)	(750)
Balance at December 31, 2018	8,717	5,000
Issued	3,172	4,781	$	19.26	12/31/2021
Issued	1,417	2,833	$	20.00	12/31/2022
Excercised	-	-
Forfeited	-	-
Balance at September 30, 2019	13,306	12,614

Note 12 – Segment Information

We operate in the Communications Segment and have no other significant business segments. The Communications Segment consists of voice, data and video communication services delivered to the customer over our local communications network. No single customer accounted for a material portion of our consolidated revenues.

The Communications Segment operates the following incumbent local exchange carriers (ILECs) and competitive local exchange carriers (CLECs) and has investment ownership interests as follows:

Communications Segment

●	ILECs:
	▪	Nuvera Communications, Inc., the parent company;
	▪	Hutchinson Telephone Company, a wholly-owned subsidiary of Nuvera;
	▪	Peoples Telephone Company, a wholly-owned subsidiary of Nuvera;
	▪	Scott-Rice Telephone Co., a wholly-owned subsidiary of Nuvera;
	▪	Sleepy Eye Telephone Company, a wholly-owned subsidiary of Nuvera;
	▪	Western Telephone Company, a wholly-owned subsidiary of Nuvera.
●	CLECs:
	▪	Nuvera, located in Redwood Falls, Minnesota; and
	▪	Hutchinson Telecommunications, Inc., a wholly-owned subsidiary of Hutchinson Telephone Company, located in Litchfield and Glencoe, Minnesota;
●	Our investments and interests in the following entities include some management responsibilities:
	▪	FiberComm, LC – 20.00% subsidiary equity ownership interest. FiberComm, LC is located in Sioux City, Iowa;
	▪	Broadband Visions, LLC (BBV) – 24.30% subsidiary equity ownership interest. BBV provides video headend and Internet services;
	▪	Independent Emergency Services, LLC (IES) – 14.29% subsidiary equity ownership interest. IES is a provider of E-911 services to the State of Minnesota as well as a number of counties located in Minnesota;
	▪	SM Broadband, LLC (SMB) – 10.00% subsidiary equity ownership interest. SMB provides network connectivity for regional businesses.

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Note 13 – Commitments and Contingencies

We are involved in certain contractual disputes in the ordinary course of business. We do not believe the ultimate resolution of any of these existing matters will have a material adverse effect on our financial position, results of operations or cash flows. We did not experience any changes to material contractual obligations in the first nine months of 2019. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for the discussion relating to commitments and contingencies.

Note 14 – Broadband Grants

In January 2017, the Company was awarded a broadband grant from the Minnesota Department of Employment and Economic Development (DEED). The grant provided up to 45% of the total cost of building fiber connections to homes and businesses for improved high-speed internet in unserved or underserved communities and businesses in the Company’s service area. The Company was eligible to receive $850,486 of the $1,889,968 total project costs. The Company provided the remaining 55% matching funds. As of September 30, 2019, the Company has received $765,465. These projects were completed below the awarded project costs and final documentation was provided to the DEED office in October 2018.

In November 2017, the Company was awarded a broadband grant from the DEED. The grant provided up to 42.6% of the total cost of building fiber connections to homes and businesses for improved high-speed internet in unserved or underserved communities and businesses in the Company’s service area. The Company was eligible to receive $736,598 of the $1,727,998 total project costs. The Company provided the remaining 57.4% matching funds. Construction and expenditures for these projects began in 2018. We have not received any funds for these projects as of September 30, 2019.

Note 15 – Subsequent Events

We have evaluated and disclosed subsequent events through the filing date of this Quarterly Report on Form 10-Q.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Issuer Purchases of Equity Securities

Repurchases of Nuvera common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes. In May 2019, Nuvera announced the adoption of a $4.0 million stock repurchase program running through the end of 2021. Under the stock repurchase program, repurchases can be made from time to time using a variety of methods, including through open market purchases or in privately negotiated transactions in compliance with the rules of the SEC and other applicable legal requirements.

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Issuer Purchases of Equity Securities (registered pursuant to Section 12 of the Exchange Act)

					Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

	Total Number of Shares Purchased as Part of Publicaly Announced Plans or or Programs (1)

			Average Price Paid per Share

Period
July 1 - 31, 2019	-	$	-	$	-
August 1 - 31, 2019	5,487	$	19.10	$	3,895,198
September 1 - 30, 2019	-	$	-	$	-
Total July 1 - September 30, 2019	5,487	$	19.10	$	3,895,198

(1) The total number of shares purchased includes: (i) shares purchased under the Board's authorizations
described above, including market purchases and privately negotiated purchases.

Forward Looking Statements

From time to time, in reports filed with the SEC, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans. These statements are typically preceded by the words “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “targets”, “projects”, “will”, “may”, “continues”, and “should”, and variations of these words and similar expressions. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties which could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties may include, but are not limited to: i) unfavorable general economic conditions that could negatively affect our operating results; ii) substantial regulatory change and increased competition; iii) our possible pursuit of acquisitions could be expensive or not successful; iv) we may not accurately predict technological trends or the success of new products; v) shifts in our product mix may result in declines in our operating profitability; vi) possible consolidation among our customers; vii) a failure in our operational systems or infrastructure could affect our operations; viii) data security breaches; ix) possible replacement of key personnel; x) elimination of governmental network support we receive; xi) our current debt structure may change due to increases in interest rates or our ability to comply with lender loan covenants and xii) possible customer payment defaults.

In addition, forward-looking statements speak only as of the date they are made, which is the filing date of this Form 10-Q. With the exception of the requirements set forth in the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

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Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations stated in this Form 10-Q, are based upon Nuvera’s consolidated unaudited financial statements that have been prepared in accordance with GAAP and, where applicable, conform to the accounting principles as prescribed by federal and state telephone utility regulatory authorities. We presently give accounting recognition to the actions of regulators where appropriate. The preparation of our financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. Our senior management has discussed the development and selection of accounting estimates and the related Management Discussion and Analysis disclosure with our Audit Committee. For a summary of our significant accounting policies, see Note 1 – “Summary of Significant Accounting Policies” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated herein by reference.

Results of Operations

Overview

Nuvera has a state-of-the-art; fiber-rich communications network and offers a diverse array of communications products and services. Our businesses provide local telephone service and network access to other communications carriers for connections to our networks. In addition, we provide long distance service, broadband Internet access, video services, and managed and hosted solutions services.

Our operations consist primarily of providing services to customers for a monthly charge. Because many of these services are recurring in nature, backlog orders and seasonality are not significant factors. Our working capital requirements include financing the construction of our networks. We also require capital to maintain our networks and infrastructure; fund the payroll costs of our highly skilled labor force; maintain inventory to service capital projects, our network and our telephone equipment customers; pay dividends and provide for the carrying value of trade accounts receivable, some of which may take several months to collect in the normal course of business.

Executive Summary

Highlights:

· On August 29, 2019, the Company entered into a second IRSA with CoBank covering an additional $42,000,000 of our aggregate indebtedness to CoBank at August 29, 2019. The swap effectively locked in a significant portion of our variable-rate debt through July 2025. Under this IRSA, we have changed the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the IRSA, we pay a fixed contractual interest rate and (i) make an additional payment if the LIBOR variable rate payment is below a contractual rate or (ii) receive a payment if the LIBOR variable rate payment is above the contractual rate.

· On August 27, 2019, the Company announced that it had hired Glenn H. Zerbe as Chief Executive Officer (CEO) of the Company effective Tuesday, September 3, 2019. Mr. Zerbe most recently served as Vice President of Sales for Frontier Communications Corporation, where he held positions of increasing responsibility since joining Frontier in 2011. Prior to his employment with Frontier, Mr. Zerbe had more than 20 years of sales, marketing and management experience in the communications industry, with companies such as Spanlink, Cisco Systems, SBC, AT&T and IBM. Mr. Zerbe replaced former CEO Bill D. Otis who announced his retirement on April 15, 2019. Mr. Otis will remain with the Company and will provide consulting services to ensure a smooth and successful leadership transition. Mr. Otis will also continue to serve on the BOD after the effective date of his retirement.

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· On February 27, 2019, the Company’s BOD authorized and directed the Company to accept the FCC’s revised offer of A-CAM support and the revised associated service deployment obligations. Under the revised FCC offer Notice, the Company will be entitled to annually receive (i) $596,084 for its Iowa operations and (ii) $8,354,481 for its Minnesota operations. The Company will receive the revised A-CAM offer over the next 10 years starting in 2019. The Company will use the additional support that it receives through the A-CAM program to continue to meet its defined broadband build-out obligations, which the Company is currently completing. A letter of acceptance to elect the revised A-CAM support was filed by the Company with the FCC on March 8, 2019. The FCC accepted the Company’s letter on March 11, 2019. In the second quarter of 2019, the Company received a true-up payment for support back to January 1, 2019 and an increased monthly payment representing the new revised A-CAM support offer.

· On July 31, 2018, the Company announced that it had completed its acquisition of Scott-Rice from Zayo for approximately $42 million in cash. Scott-Rice provides voice, video, and internet services with more than 18,000 connections, serving the communities of Prior Lake, Savage, Elko New Market, Minnesota. The combined Nuvera-Scott-Rice company has approximately 66,000 connections. Nuvera financed the acquisition with its principal lender, CoBank. Further information regarding the CoBank loan terms and amounts can be found on the Company’s 8-K filed with the SEC on August 3, 2018.

· Net income for the third quarter of 2019 totaled $1,877,235, which was a $1,548,028, or 45.19% decrease compared to the third quarter of 2018. This decrease was primarily due to the receipt of a true-up in A-CAM funding in the third quarter of 2018, partially offset by the acquisition of Scott-Rice.

· Consolidated revenue for the third quarter of 2019 totaled $16,150,974, which was a $1,062,773 or 6.17% decrease compared to the third quarter of 2018. This decrease was primarily due to the receipt of a true-up in A-CAM funding in the third quarter of 2018, partially offset by the acquisition of Scott-Rice.

Business Trends

Included below is a synopsis of business trends management believes will continue to affect our business in 2019.

Voice and switched access revenues are expected to continue to be adversely impacted by future declines in access lines due to competition in the communications industry from cable television providers (CATV), Voice over Internet Protocol (VoIP) providers, wireless, other competitors and emerging technologies. As we experience access line losses, our switched access revenue will continue to decline consistent with industry-wide trends. A combination of changing minutes of use, carriers optimizing their network costs, lower demand for dedicated lines and downward rate pressures may affect our future voice and switched access revenues. Access line losses totaled 1,836 or 6.71% for the twelve months ended September 30, 2019 due to the reasons mentioned above.

The expansion of our state-of-the-art; fiber-rich communications network, growth in broadband customer sales along with continued migration to higher connectivity speeds and the sales of Internet value-added services such as on-line data backup, and hosted and managed service solutions are expected to continue to offset the revenue declines from the access line trends discussed above.

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To be competitive, we continue to emphasize the bundling of our products and services. Our customers have the option to bundle local phone, high-speed Internet, long distance and video services. These bundles provide our customers with one convenient location to obtain all of their communications and entertainment options, a convenient billing solution and bundle discounts. We believe that product bundles positively impact our customer retention, and the associated discounts provide our customers the best value for their communications and entertainment options. We have a state-of-the-art, fiber-rich broadband network, which, along with the bundling of our voice, Internet and video services allows us to meet customer demands for products and services. We continue to focus on the research and deployment of advanced technological products that include broadband services, wireless services, private line, VoIP, digital video, IPTV and hosted and managed services.

We continue to evaluate our operating structure to identify opportunities for increased operational efficiencies and effectiveness. This involves evaluating opportunities for task automation, network efficiency and the balancing of our workforce based on the current needs of our customers.

Financial results for the Communications Segment are included below:

Communications Segment
	Three Months Ended September 30,
	2019		2018		Increase (Decrease)
Operating Revenues
Local Service	$	1,785,759	$	1,715,222	$	70,537	4.11%
Network Access		1,817,673		1,810,625		7,048	0.39%
Video		3,016,376		2,862,605		153,771	5.37%
Data		5,446,845		4,594,458		852,387	18.55%
A-CAM/FUSF		3,019,922		5,035,669		(2,015,747)	-40.03%
Other Non-Regulated		1,064,399		1,195,168		(130,769)	-10.94%
Total Operating Revenues		16,150,974		17,213,747		(1,062,773)	-6.17%

Cost of Services, Excluding Depreciation and Amortization		7,133,681		6,114,477		1,019,204	16.67%
Selling, General and Administrative		2,690,342		3,066,792		(376,450)	-12.28%
Depreciation and Amortization Expenses		3,035,666		2,752,813		282,853	10.28%
Total Operating Expenses		12,859,689		11,934,082		925,607	7.76%

Operating Income	$	3,291,285	$	5,279,665	$	(1,988,380)	-37.66%

Net Income	$	1,877,235	$	3,425,263	$	(1,548,028)	-45.19%

Capital Expenditures	$	3,820,394	$	1,643,617	$	2,176,777	132.44%

Certain historical numbers have been changed to conform to the current year's presentation.

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Communications Segment
	Nine Months Ended September 30,
	2019		2018		Increase (Decrease)
Operating Revenues
Local Service	$	5,466,870	$	4,342,825	$	1,124,045	25.88%
Network Access		5,593,095		5,106,277		486,818	9.53%
Video		9,054,239		7,578,806		1,475,433	19.47%
Data		16,250,411		11,177,424		5,072,987	45.39%
A-CAM/FUSF		9,123,524		8,943,099		180,425	2.02%
Other		3,103,624		3,386,943		(283,319)	-8.37%
Total Operating Revenues		48,591,763		40,535,374		8,056,389	19.87%

Cost of Services, Excluding Depreciation and Amortization		20,510,959		16,880,908		3,630,051	21.50%
Selling, General and Administrative		7,809,948		7,228,638		581,310	8.04%
Depreciation and Amortization Expenses		9,085,570		7,289,015		1,796,555	24.65%
Total Operating Expenses		37,406,477		31,398,561		6,007,916	19.13%

Operating Income	$	11,185,286	$	9,136,813	$	2,048,473	22.42%

Net Income	$	6,727,455	$	6,255,293	$	472,162	7.55%

Capital Expenditures	$	7,939,722	$	4,647,162	$	3,292,560	70.85%

Key metrics
Access Lines		25,528		27,364		(1,836)	-6.71%
Video Customers		11,735		12,372		(637)	-5.15%
Broadband Customers		26,277		25,694		583	2.27%

Certain historical numbers have been changed to conform to the current year's presentation.

Revenue

Local Service – We receive recurring revenue for basic local services that enable customers to make and receive telephone calls within a defined local calling area for a flat monthly fee. In addition to subscribing to basic local telephone services, our customers may choose from a variety of custom calling features such as call waiting, call forwarding, caller identification and voicemail. Local service revenue was $1,785,759, which is $70,537 or 4.11% higher in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $5,466,870, which is $1,124,045 or 25.88% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These increases were primarily due to the acquisition of Scott-Rice.

The number of access lines we serve as a company have been decreasing, which is consistent with a general industry trend, as customers are increasingly utilizing other technologies, such as wireless phones and IP services. To help offset declines in local service revenue, we implemented an overall strategy that continues to focus on selling a competitive bundle of services. Our focus on marketing competitive service bundles to our customers creates value for the customer and aids in the retention of our voice lines.

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Network Access – We provide access services to other telecommunications carriers for the use of our facilities to terminate or originate traffic on our network. Additionally, we bill SLCs to substantially all of our customers for access to the public switched network. These monthly SLCs are regulated and approved by the FCC. In addition, network access revenue was derived from several federally administered pooling arrangements designed to provide network support and distribute funding to ILECs. Network access revenue was $1,817,673, which is $7,048 or 0.39% higher in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $5,593,095, which is $486,818 or 9.53% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These increases were primarily due to the acquisition of Scott-Rice, partially offset by lower minutes of use on our network.

In recent years, IXCs and others have become more aggressive in disputing both interstate carrier access charges and the applicability of access charges to their network traffic. We believe that long distance and other communication providers will continue to challenge the applicability of access charges either before the FCC or directly with the LECs. We cannot predict the likelihood of future claims and cannot estimate the impact.

Video – We receive monthly recurring revenue from our subscribers for providing commercial TV programming in competition with local CATV, satellite dish TV and off-air TV service providers. We serve twenty-two communities with our IPTV services and five communities with our CATV services. Video revenue was $3,016,376, which is $153,771 or 5.37% higher in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $9,054,239, which is $1,475,433 or 19.47% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These increases were primarily due to the acquisition of Scott-Rice and a combination of rate increases introduced into several of our markets over the course of the last several years.

Data – We provide high speed Internet to business and residential customers. Our revenue is earned based on the offering of various flat rate packages based on the level of service, data speeds and features. We also provide e-mail and managed services, such as web hosting and design, on-line file back up and on-line file storage. Data revenue was $5,446,845, which is $852,387 or 18.55% higher in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $16,250,411, which is $5,072,987 or 45.39% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These increases were primarily due to the acquisition of Scott-Rice and an increase in data customers. We expect continued growth in this area will be driven by expansion of service areas, our aggressively packaging service bundles and marketing managed service solutions to businesses.

A-CAM/FUSF – Prior to 2017, the Company received support from the FUSF based on the pooling and redistribution of revenues based on a company’s actual or average costs. With the acquisition of Scott-Rice, the company now receives FUSF for Scott-Rice based on their average costs. See Note 2 – “Revenue Recognition” for a discussion regarding FUSF.

From January 1, 2017 through July 31, 2018, we did not receive support from the FUSF, but had instead, elected to receive support based on the A-CAM. With the acquisition of Scott-Rice, the company now receives FUSF for Scott-Rice based on their average costs. The remainder of the company receives A-CAM support. See Note 2 – “Revenue Recognition” for a discussion regarding the A-CAM. A-CAM/FUSF support totaled $3,019,922, which is $2,015,747 or 40.03% lower in the three months ended September 30, 2019 compared to the three months ended September 30, 2018. This decrease was primarily due to the Company receiving a true-up in A-CAM funding in the third quarter of 2018. A-CAM/FUSF support totaled $9,123,524, which is $180,425 or 2.02% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. This increase was primarily due to increased A-CAM funding through the prior A-CAM offers and the addition of Scott-Rice.

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Other Revenue – Our customers are billed for toll and long-distance services on either a per call or flat-rate basis. This also includes the offering of directory assistance, operator service and long distance private lines. We also generate revenue from directory publishing, sales and service of CPE, bill processing and other customer services. Our directory publishing revenue in our telephone directories recurs monthly. We also provide retail sales and service of cellular phones and accessories through Telespire, a national wireless provider. We resell these wireless services as Nuvera Wireless, our branded product. We receive both recurring revenue for our wireless services, as well as revenue collected for the sales of wireless phones and accessories. Other revenue was $1,064,399, which is $130,769 or 10.94% lower in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $3,103,624, which is $283,319 or 8.37% lower in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These decreases were primarily due to decreases in the sales and installation of CPE.

Cost of Services (excluding Depreciation and Amortization)

Cost of services (excluding depreciation and amortization) was $7,133,681, which is $1,019,204 or 16.67% higher in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $20,510,959, which is $3,630,051 or 21.50% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These increases were primarily due to the acquisition of Scott-Rice, higher programming costs from video content providers and higher costs associated with increased maintenance and support agreements on our equipment and software.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $2,690,342, which is $376,450 or 12.28% lower in the three months ended September 30, 2019 compared to the three months ended September 30, 2018. This decrease is primarily due to the one-time Scott-Rice acquisition costs in the third quarter of 2018. Selling, general and administrative expenses were $7,809,948, which is $581,310 or 8.04% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. This increase was primarily due to the acquisition of Scott-Rice.

Depreciation and Amortization

Depreciation and amortization was $3,035,666, which is $282,853 or 10.28% higher in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $9,085,570, which is $1,796,555 or 24.65% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These increases were primarily due to the acquisition of Scott-Rice assets and increases in our broadband property, plant and equipment, reflecting our continual investment in technology and infrastructure in order to meet our customers’ demands for products and services.

Operating Income

Operating income was $3,291,285, which is $1,988,380 or 37.66% lower in the three months ended September 30, 2019 compared to the three months ended September 30, 2018. This decrease was primarily due to the Company receiving a true-up in A-CAM funding in the third quarter of 2018, partially offset by the acquisition of Scott-Rice. Operating income was $11,185,286, which is $2,048,473 or 22.42% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. This increase was primarily due to the acquisition of Scott-Rice.

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See Consolidated Statements of Income (for discussion below)

Other Income (Expense) and Interest Expense

Interest expense was $827,380, which is $83,203 or 11.18% higher in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $2,659,769, which is $1,342,653 or 101.94% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These increases were primarily due to higher outstanding debt balances in connection with our new credit facility with CoBank that the Company used to purchase Scott-Rice in the third quarter of 2018.

Interest and dividend income was $22,122, which is $33,162 or 59.98% lower in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $133,180, which is $63,621 or 32.33% lower in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These decreases were primarily due to a decrease in dividend income earned on our investments due to the timing of those dividend payments.

Other income for the nine months ended September 30, 2019 and 2018 included a patronage credit earned with CoBank as a result of our debt agreements with them. The patronage credit allocated and received in 2019 was $403,786, compared to $344,031 allocated and received in 2018. CoBank determines and pays the patronage credit annually, generally in the first quarter of the calendar year, based on its results from the prior year. We record these patronage credits as income when they are received.

Other investment income was $71,718, which is $20,826 or 22.50% lower in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 and was $259,635, which is $21,870 or 9.20% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Other investment income is primarily from our equity ownership in several partnerships and limited liability companies.

Income Taxes

Income tax expense was $730,035, which is $601,999 or 45.19% lower in the three months ended September 30, 2019 compared to the three months ended September 30, 2018. This decrease was primarily due to a decrease in operating income and an increase in interest expense. Income tax expense was $2,616,226, which is $183,622 or 7.55% higher in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. This increase was primarily due to increases in operating income, partially offset by increases in interest expense. The effective income tax rate for the nine months ending September 30, 2019 and 2018 was approximately 28.0%. The effective income tax rate differs from the federal statutory income tax rate primarily due to state income taxes and other permanent differences.

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Liquidity and Capital Resources

Capital Structure

Nuvera’s total capital structure (long-term and short-term debt obligations, net of unamortized loan fees plus stockholders’ equity) was $137,579,204 at September 30, 2019, reflecting 57.7% equity and 42.3% debt. This compares to a capital structure of $136,191,452 at December 31, 2018, reflecting 54.8% equity and 45.2% debt. In the telecommunications industry, debt financing is most often based on operating cash flows. Specifically, our current use of our credit facilities is in a ratio of approximately 2.24 times debt to EBITDA (as defined in the loan documents), which is well within acceptable limits for our agreements and our industry. Our management believes adequate operating cash flows and other internal and external resources, such as our cash on hand and revolving credit facility, are available to finance ongoing operating requirements, including capital expenditures, business development, debt service, temporary financing of trade accounts receivable and dividends.

Liquidity Outlook

Our short-term and long-term liquidity needs arise primarily from (i) capital expenditures; (ii) working capital requirements needed to support the growth of our business; (iii) debt service; (iv) dividend payments on our stock and (v) potential acquisitions.

Our primary sources of liquidity for the nine months ended September 30, 2019 were proceeds from cash generated from operations and cash reserves held at the beginning of the period. At September 30, 2019 we had a working capital surplus of $425,242. Also, at September 30, 2019, we had $10.0 million available under our revolving credit facility to fund any short-term working capital needs. The working capital surplus as of September 30, 2019 was primarily the result of increased cash balances.

Cash Flows

We expect our liquidity needs to include capital expenditures, payment of interest and principal on our indebtedness, income taxes and dividends. We use our cash inflow to manage the temporary increases in cash demand and utilize our revolving credit facility to manage more significant fluctuations in liquidity caused by growth initiatives.

While it is often difficult for us to predict the impact of general economic conditions on our business, we believe that we will be able to meet our current and long-term cash requirements primarily through our operating cash flows, and anticipate that we will be able to plan for and match future liquidity needs with future internal and available external resources.

We periodically seek to add growth initiatives by either expanding our network or our markets through organic or internal investments or through strategic acquisitions. We believe we can adjust the timing or the number of our initiatives according to any limitations which may be imposed by our capital structure or sources of financing. At this time, we do not anticipate our capital structure will limit our growth initiatives over the next twelve months.

The following table summarizes our cash flow:

	Nine Months Ended September 30,
	2019		2018
Net cash provided by (used in):
Operating activities	$	17,077,198	$	13,485,116
Investing activities		(7,688,615)		(47,040,815)
Financing activities		(5,532,530)		34,729,234
Increase in cash	$	3,856,053	$	1,173,535

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Cash Flows from Operating Activities

Cash generated by operations in the first nine months of 2019 was $17,077,198, compared to cash generated by operations of $13,485,116 in the first nine months of 2018. The increase in cash from operating activities in 2019 was primarily due to the acquisition of Scott-Rice.

Cash generated by operations continues to be our primary source of funding for existing operations, capital expenditures, debt service and dividend payments to stockholders. Cash at September 30, 2019 was $5,440,822 compared to $1,584,769 at December 31, 2018.

Cash Flows Used in Investing Activities

We operate in a capital intensive business. We continue to upgrade our local networks for changes in technology to provide advanced services to our customers.

Cash flows used in investing activities was $7,688,615 for the first nine months of 2019 compared to $47,040,815 for the first nine months of 2018. Capital expenditures relating to on-going operations were $7,939,722 for the nine months ended September 30, 2019 compared to $4,647,162 for the nine months ended September 30, 2018. We expect total plant additions in 2019 to be approximately $13.6 million, net of broadband grants awarded by the State of Minnesota. Our investing expenditures are financed with cash flows from our current operations and advances on our line of credit. We believe that our current operations will provide adequate cash flows to fund our plant additions for the remainder of this year; however, funding from our revolving credit facility is available if the timing of our cash flows from operations does not match our cash flow requirements. As of September 30, 2019, we had $10.0 million available under our existing credit facility to fund capital expenditures and other operating needs.

Cash Flows (Used in)/Provided By Financing Activities

Cash used in financing activities for the nine months ended September 30, 2019 was $5,532,530. This included long-term debt repayments of $3,457,800, the repurchase of common stock of $104,802 and the distribution of $1,969,928 of dividends to our stockholders. Cash provided by financing activities for the nine months ended September 30, 2018 was $34,729,234. This included long-term debt repayments of $27,575,000, issuance of long-term debt of $64,550,000, loan origination fees of 487,698 and the distribution of $1,758,068 of dividends to stockholders.

Working Capital

We had a working capital surplus (i.e. current assets minus current liabilities) of $425,242 as of September 30, 2019, with current assets of approximately $12.3 million and current liabilities of approximately $11.9 million, compared to a working capital deficit of $1,720,931 as of December 31, 2018. The ratio of current assets to current liabilities was 1.04 and 0.84 as of September 30, 2019 and December 31, 2018. The working capital surplus at September 30, 2019 was primarily the result of increased cash balances. In addition, if it becomes necessary, we will have sufficient availability under our revolving credit facility to fund any fluctuations in working capital and other cash needs.

At September 30, 2019 and December 31, 2018 we were in compliance with all stipulated financial ratios in our loan agreements.

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Dividends and Restrictions

We declared a quarterly dividend of $0.13 per share for the second and third quarters of 2019 and $0.12 per share for the first quarter of 2019, which totaled $674,092 for the third quarter, $674,805 for the second quarter and $621,031 for the first quarter. We declared a quarterly dividend of $.12 per share for the second and third quarters of 2018 and $.10 per share for the first quarter of 2018, which totaled approximately $621,030 per quarter for both the second and third quarters, and $516,007 for the first quarter.

We expect to continue to pay quarterly dividends during 2019, but only if and to the extent declared by our BOD on a quarterly basis and subject to various restrictions on our ability to do so (described below). Dividends on our common stock are not cumulative.

Our loan agreements include restrictions on our ability to pay cash dividends to our stockholders. However, we are allowed to pay dividends (a) (i) in an amount up to $2,700,000 in any year if our “Total Leverage Ratio,” that is, the ratio of our “Indebtedness” to “EBITDA” – as defined in the loan documents, is greater than 2.00 to 1.00, and (ii) in any amount if our Total Leverage Ratio is less than 2.00 to 1.00, and (b) in either case, if we are not in default or potential default under the loan agreements. Our current Total Leverage Ratio at September 30, 2019 is 2.24.

Our BOD reviews quarterly dividend declarations based on our anticipated earnings, capital requirements and our operating and financial conditions. The cash requirements of our current dividend payment practices are in addition to our other expected cash needs. Should our BOD determine a dividend will be declared, we expect we will have sufficient availability from our current cash flows from operations to fund our existing cash needs and the payment of our dividends. In addition, we expect we will have sufficient availability under our revolving credit facility to fund dividend payments in addition to any fluctuations in working capital and other cash needs.

Long-Term Debt

See Note 7 – “Secured Credit Facility” for information pertaining to our long-term debt.

Recent Accounting Developments

See Note 1 – “Basis of Presentation and Consolidation” for a discussion of recent accounting developments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) or Rule 15d-15(e), as of the end of the period subject to this Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective.

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Management’s Report on Internal Control over Financial Reporting

As of the end of the period covered by this Quarterly Report on Form 10-Q (the Evaluation Date), we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and Chief Financial Officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, our CEO and Chief Financial Officer have concluded, as of the end of the period covered by this Quarterly Report, that our disclosure controls and procedures ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to our management, including our CEO and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Other than the litigation incidental to our business, there are no pending material legal proceedings to which we are a party or to which any of our property is subject.

Item 1A. Risk Factors.

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit
Number		Description

31.1		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of CEO pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	NUVERA COMMUNICATIONS, INC.


Dated: November 12, 2019	By	/s/ Glenn H. Zerbe
		Glenn H. Zerbe, President and Chief Executive Officer


Dated: November 12, 2019	By	/s/ Curtis O. Kawlewski
		Curtis O. Kawlewski, Chief Financial Officer

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