NUVR 10-Q
Nuvera Communications, Inc. (NUVR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: |
For the quarterly period ended
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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
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | ||
| incorporation or organization) | Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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).
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 definitions 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 ☐ Accelerated filer ☒
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. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-a(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act: None.
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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OTCQB Marketplace |
The total number of shares of the registrant’s common stock outstanding as of November 14, 2025:
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
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Item 1 |
Financial Statements |
3-9 |
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Consolidated Statements of Income (Loss) (unaudited) for the Three and Nine Months Ended September 30, 2025, and 2024 |
3 |
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Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three and Nine Months Ended September 30, 2025, and 2024 |
4 |
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Consolidated Balance Sheets (unaudited) as of September 30, 2025, and December 31, 2024 |
5-6 |
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Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2025, and 2024 |
7 |
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Consolidated Statements of Stockholders’ Equity (unaudited) for the Three and Nine Months ended September 30, 2025, and 2024 |
8-9 |
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Condensed Notes to Consolidated Financial Statements (unaudited) |
10-31 |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
32-45 |
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Item 3 |
Quantitative and Qualitative Disclosures about Market Risk |
45 |
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Item 4 |
Controls and Procedures |
45-46 |
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PART II – OTHER INFORMATION |
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Item 1 |
Legal Proceedings |
46 |
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Item 1A |
Risk Factors |
46-49 |
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Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
49 |
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Item 3 |
Defaults upon Senior Securities |
49 |
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Item 4 |
Mine Safety Disclosures |
49 |
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Item 5 |
Other Information |
50 |
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Item 6 |
Exhibits Listing |
50 |
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Signatures |
51 |
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Exhibits |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
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NUVERA COMMUNICATIONS, INC. |
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CONSOLIDATED STATEMENTS OF INCOME (LOSS) |
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(Unaudited) |
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Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2025 |
2024 |
2025 |
2024 |
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OPERATING REVENUES: |
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Voice Service |
$ | $ | $ | $ | ||||||||||||
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Network Access |
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Video Service |
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Data Service |
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A-CAM/FUSF |
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Other Non-Regulated |
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Total Operating Revenues |
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OPERATING EXPENSES: |
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Plant Operations (Excluding Depreciation and Amortization) |
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Cost of Video |
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Cost of Data |
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Cost of Other Nonregulated Services |
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Depreciation and Amortization |
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Selling, General and Administrative |
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Total Operating Expenses |
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OPERATING INCOME |
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OTHER INCOME (EXPENSE) |
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Interest Expense |
( |
) | ( |
) | ( |
) | ( |
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Interest/Dividend Income |
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Interest During Construction |
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Gain (Loss) on Investments |
( |
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Loss on Sale of Investments |
( |
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CoBank Patronage Dividends |
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Other Investment Income |
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Total Other Income (Expense) |
( |
) | ( |
) | ( |
) | ( |
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INCOME (LOSS) BEFORE INCOME TAXES |
( |
) | ||||||||||||||
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INCOME TAXES (BENEFIT) EXPENSE |
( |
) | ||||||||||||||
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NET INCOME (LOSS) |
$ | ( |
) | $ | $ | $ | ||||||||||
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NET INCOME (LOSS) PER SHARE |
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Basic |
$ | ( |
) | $ | $ | $ | ||||||||||
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Diluted |
$ | ( |
) | $ | $ | $ | ||||||||||
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DIVIDENDS PER SHARE |
$ | $ | $ | $ | ||||||||||||
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WEIGHTED AVERAGE SHARES OUTSTANDING |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
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NUVERA COMMUNICATIONS, INC. |
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) |
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(Unaudited) |
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Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2025 |
2024 |
2025 |
2024 |
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Net Income (Loss) |
$ | ( |
) | $ | $ | $ | ||||||||||
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Other Comprehensive Gain (Loss): |
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Unrealized Gains (Losses) on Interest Rate Swaps |
( |
) | ( |
) | ( |
) | ||||||||||
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Income Tax Expense (Benefit) Related to Unrealized |
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Gains (Losses) on Interest Rate Swaps |
( |
) | ||||||||||||||
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Other Comprehensive Gain (Loss): |
( |
) | ( |
) | ( |
) | ||||||||||
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Comprehensive Income (Loss) |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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NUVERA COMMUNICATIONS, INC. |
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CONSOLIDATED BALANCE SHEETS |
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(Unaudited) |
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ASSETS |
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September 30, |
December 31, |
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2025 |
2024 |
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CURRENT ASSETS: |
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Cash |
$ | $ | ||||||
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Receivables, Net |
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Income Taxes Receivable |
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Materials, Supplies, and Inventories |
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Financial Derivative Instruments |
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Prepaid Expenses and Other Current Assets |
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Total Current Assets |
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INVESTMENTS & OTHER ASSETS: |
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Goodwill |
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Intangibles |
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Other Investments |
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Right of Use Asset |
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Other Assets |
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Total Investments and Other Assets |
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PROPERTY, PLANT & EQUIPMENT: |
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Communications Plant |
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Other Property & Equipment |
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Video Plant |
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Total Property, Plant and Equipment |
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Less Accumulated Depreciation |
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Net Property, Plant & Equipment |
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TOTAL ASSETS |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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NUVERA COMMUNICATIONS, INC. |
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CONSOLIDATED BALANCE SHEETS (continued) |
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(Unaudited) |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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September 30, |
December 31, |
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2025 |
2024 |
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CURRENT LIABILITIES: |
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Current Portion of Long-Term Debt, Net of Unamortized Loan Fees |
$ | $ | - | |||||
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Accounts Payable |
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Checks Written in Excess of Cash Balances |
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Other Accrued Taxes |
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Deferred Compensation |
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Accrued Compensation |
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Other Accrued Liabilities |
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Total Current Liabilities |
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LONG-TERM DEBT, Net of Unamortized |
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Loan Fees |
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NONCURRENT LIABILITIES: |
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Deferred Income Taxes |
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Other Accrued Liabilities |
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Deferred Compensation |
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Total Noncurrent Liabilities |
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COMMITMENTS AND CONTINGENCIES: |
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STOCKHOLDERS' EQUITY: |
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Preferred Stock - $ |
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Common Stock - $ |
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Accumulated Other Comprehensive Gain |
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Retained Earnings |
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Total Stockholders' Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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NUVERA COMMUNICATIONS, INC. |
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CONSOLIDATED STATEMENTS OF CASH FLOWS |
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(Unaudited) |
| Nine Months Ended | ||||||||
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September 30, |
September 30, |
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2025 |
2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net Income |
$ | $ | ||||||
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Adjustments to Reconcile Net Income to Net Cash |
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Provided by Operating Activities: |
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Depreciation and Amortization |
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Unrealized Losses on Investments |
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(Gains)/Losses on Investments |
( |
) | ||||||
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Undistributed Earnings of Other Equity Investments |
( |
) | ( |
) | ||||
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Noncash Patronage Refund |
( |
) | ( |
) | ||||
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Stock Issued in Lieu of Cash Payment |
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Distributions from Equity Investments |
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Stock-based Compensation |
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Changes in Assets and Liabilities: |
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Receivables |
( |
) | ||||||
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Income Taxes Receivable |
( |
) | ( |
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Inventory for Resale |
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Prepaid Expenses |
( |
) | ( |
) | ||||
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Other Assets |
( |
) | ||||||
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Accounts Payable |
( |
) | ||||||
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Checks Written in Excess of Cash Balance |
( |
) | ( |
) | ||||
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Accrued Income Taxes |
( |
) | ||||||
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Other Accrued Taxes |
( |
) | ||||||
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Other Accrued Liabilities |
( |
) | ||||||
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Deferred Compensation |
( |
) | ( |
) | ||||
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Net Cash Provided by Operating Activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Additions to Property, Plant, and Equipment, Net |
( |
) | ( |
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Materials and Supplies for Construction |
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Other, Net |
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Net Cash Used in Investing Activities |
( |
) | ( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Principal Payments of Long-Term Debt |
( |
) | ||||||
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Loan Proceeds |
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Loan Origination Fees |
( |
) | ( |
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Changes in Revolving Credit Facility |
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Grants Received for Construction of Plant |
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Net Cash Provided by Financing Activities |
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NET CHANGE IN CASH |
( |
) | ( |
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CASH at Beginning of Period |
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CASH at End of Period |
$ | $ | ||||||
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Supplemental cash flow information: |
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Cash paid for interest |
$ | $ | ||||||
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Net cash paid for income taxes |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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NUVERA COMMUNICATIONS, INC. |
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
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(Unaudited) |
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THREE MONTHS ENDED SEPTEMBER 30, 2025 |
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Accumulated |
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Other |
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Common Stock |
Comprehensive |
Retained |
Total |
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Shares |
Amount |
Gain (Loss) |
Earnings |
Equity |
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BALANCE on June 30, 2025 |
$ | $ | ( |
) | $ | $ | ||||||||||||||
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Non-Cash, Share-Based Compensation |
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Net Loss |
( |
) | ( |
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Unrealized Gain on Interest Rate Swap |
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BALANCE on September 30, 2025 |
$ | $ | $ | $ | ||||||||||||||||
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THREE MONTHS ENDED SEPTEMBER 30, 2024 |
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Accumulated |
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Other |
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Common Stock |
Comprehensive |
Retained |
Total |
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Shares |
Amount |
Gain (Loss) |
Earnings |
Equity |
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BALANCE on June 30, 2024 |
$ | $ | $ | $ | ||||||||||||||||
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Non-Cash, Share-Based Compensation |
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Net Income |
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Unrealized Loss on Interest Rate Swap |
( |
) | ( |
) | ||||||||||||||||
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BALANCE on September 30, 2024 |
$ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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NUVERA COMMUNICATIONS, INC. |
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
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(Unaudited) |
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NINE MONTHS ENDED SEPTEMBER 30, 2025 |
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Accumulated |
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Other |
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Common Stock |
Comprehensive |
Retained |
Total |
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Shares |
Amount |
Gain (Loss) |
Earnings |
Equity |
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BALANCE on December 31, 2024 |
$ | $ | $ | $ | ||||||||||||||||
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Directors' Stock Plan |
61,953 | |||||||||||||||||||
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Non-Cash, Share-Based Compensation |
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Net Income |
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Unrealized Loss on Interest Rate Swap |
( |
) | ( |
) | ||||||||||||||||
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BALANCE on September 30, 2025 |
$ | $ | $ | $ | ||||||||||||||||
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NINE MONTHS ENDED SEPTEMBER 30, 2024 |
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Accumulated |
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Other |
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Common Stock |
Comprehensive |
Retained |
Total |
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Shares |
Amount |
Gain (Loss) |
Earnings |
Equity |
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BALANCE on December 31, 2023 |
$ | $ | $ | $ | ||||||||||||||||
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Directors' Stock Plan |
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Employee Stock Plan |
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Non-Cash, Share-Based Compensation |
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Net Income |
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Unrealized Loss on Interest Rate Swap |
( |
) | ( |
) | ||||||||||||||||
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BALANCE on September 30, 2024 |
$ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
NUVERA COMMUNICATIONS, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025 (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, 2024.
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 on the financial condition and results of operations for Nuvera and its subsidiaries in 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 (excluding depreciation and amortization expense) includes all costs related to the delivery of communication services and products. These operating costs include all the costs of performing services and providing related products including engineering, network monitoring and transportation costs.
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 our operations.
Depreciation and Amortization Expense
We use the group life method (mass asset accounting) to depreciate the assets of our communications companies. Communications 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. We have not made any significant changes to the lives of these assets in the two-year period ended September 30, 2025. Depreciation expense was $
Grant money received from governmental entities for reimbursement of capital expenditures is accounted for as a reduction from the cost of the asset. As the grant was to be used in the Company’s regulated network, the Company accounts for this funding as aid to construction as outlined in the Federal Communications Commission’s (FCC) Part 32 “Uniform System of Accounts for Telecommunications Companies.” The resulting balance sheet presentation reflects the Company’s net investment in the assets in property, plant, and equipment. Depreciation is calculated and recorded based on the reduced cost of the investment therefore the impact of prior grants received is reflected in earnings as a reduction in depreciation. Grant funds are shown as inflows in the financing activities section of the statement of cash flows.
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 basis. 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, 2025, and December 31, 2024, we had $
We are primarily subject to United States, Minnesota, Iowa, Nebraska, North Dakota, and Wisconsin income taxes. Tax years subsequent to 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, 2025, and December 31, 2024, we had $
Earnings and Dividends Per Share
The basic and diluted net income per share is calculated as follows:
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Three Months Ended |
Three Months Ended |
Nine Months Ended |
Nine Months Ended |
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September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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Basic |
Diluted |
Basic |
Diluted |
Basic |
Diluted |
Basic |
Diluted |
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Net Income |
$ | ( |
) | $ | ( |
) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
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Weighted-average common shares outstanding |
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Net income per share |
$ | ( |
) | $ | ( |
) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
The weighted-average shares outstanding, basic, and diluted, are calculated as follows:
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Three Months Ended |
Three Months Ended |
Nine Months Ended |
Nine Months Ended |
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September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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Weighted-average common shares outstanding |
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Dilutive Options |
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Weighted-average common shares outstanding |
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Nuvera’s Board of Directors (BOD) reviews quarterly dividend declarations based on our anticipated earnings, capital requirements and our operating and financial conditions.
Recent Accounting Developments
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03 “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)”. This accounting update requires disclosure of disaggregated expense in prescribed categories underlying any relevant income statement expense caption. The updated disclosure requirements are to be adopted for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently assessing the impact of adopting ASU 2024-03 on the consolidated financial statements and related disclosures. The Company expects the adoption of the standard to result in additional disaggregation of expense captions within its footnote disclosures.
The Company has implemented all, new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Note 2 – Revenue Recognition
The Company recognizes revenue based on the following single principles-based, five-step model that is applied to all services and contracts that are required with customers. These steps include (1) identify the contract(s)/service with the customer, (2) identify the performance obligations in the contract/service provided, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract/service provided and (5) recognize revenue when each performance obligation is satisfied.
Our revenue contracts/services provided by 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 identifiable separately 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 provides a series of distinct services that are substantially the same and have the same pattern of transfer.
The transaction price is determined at service or contract inception and reflects the amount of consideration to which we expect to be entitled in exchange for transferring the service to the customer. This amount is generally equal to the market price of the services promised in the service provided or contract and may include promotional or bundling discounts. Most 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, non-refundable 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 service or contract. We do not consider the possibility of a contract being cancelled, renewed, or modified, which is consistent with Accounting Standards Codification (ASC 606-10-32-4).
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 services to the customer as described below.
Significant Judgments
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 the 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.
Disaggregation of Revenue
The following table summarizes revenue from contracts/services with customers for the quarters ended September 30, 2025, and 2024:
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Quarters Ended September 30, |
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2025 |
2024 |
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Voice Service¹ |
$ | $ | ||||||
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Network Access¹ |
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Video Service¹ |
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Data Service¹ |
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Directory² |
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Other Contracted Revenue³ |
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Other⁴ |
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Revenue from customers |
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Subsidy and other revenue outside scope of ASC 606⁵ |
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Total revenue |
$ | $ | ||||||
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¹ |
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² |
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³ |
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⁴ |
|
⁵ |
For the quarter ended September 30, 2025, approximately
For the quarter ended September 30, 2024, approximately
The following table summarizes revenue from contracts/services with customers for the nine months ended September 30, 2025, and 2024:
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Nine Months Ended September 30, |
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2025 |
2024 |
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Voice Services¹ |
$ | $ | ||||||
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Network Access¹ |
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Video Service¹ |
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Data Service¹ |
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Directory² |
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Other Contracted Revenue³ |
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Other⁴ |
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Revenue from customers |
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Subsidy and other revenue outside scope of ASC 606⁵ |
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Total revenue |
$ | $ | ||||||
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¹ |
|
² |
|
³ |
|
⁴ |
|
⁵ |
For the nine months ended September 30, 2025, approximately
For the nine months ended September 30, 2024, approximately
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-cancellable service period will be recognized over the term of such contracts, which is generally to years for these types of contracts.
Nature of Services
Revenues are earned from our customers primarily through the connection to our advanced fiber 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 Service – 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 multiple voice service plans with a variety of custom calling features such as call waiting, call forwarding, caller identification and voicemail. Our voice over Internet protocol (VOIP) digital phone service is also available as an alternative to the traditional telephone line. 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 fiber network. Additionally, we bill monthly subscriber line charges (SLCs) to substantially all our customers for access to the public switched network. These monthly SLCs are regulated and approved by the 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 monthly. 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 (CAF). 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.
On December 12, 2023, the Company announced that it confirmed eligibility for Consumer Broadband-only Loop Support (CBOL) funding through the Universal Service Administration Company (USAC). The incremental funding will be used to continue to support the Company’s multi-year fiber construction initiative. The Company began receiving a monthly benefit in November of 2023 with the first payment receipt confirmed in December. On an annualized basis this new program will provide $
Video Service – We provide a variety of enhanced video services on a monthly recurring basis to our customers. Depending on geographical market availability, our video services range from limited basic service to advanced digital TV, which includes several plans each with hundreds of local, national music channels including premium and pay-per-view channels as well as video-on-demand service. Certain customers may also subscribe to our advanced video services, which consist of high-definition TV, digital video recorders (DVR) and Whole Home DVR. Our Whole Home DVR allows customers the ability to watch recorded shows on any TV in the house, record multiple shows at one time and utilize an intuitive on-screen guide and user interface. Video subscribers also have access to our Watch TV Everywhere service which allows subscriber access to full episodes of available shows, movies and live screens using a computer or mobile device. We also receive monthly recurring revenue from our subscribers for providing commercial TV programming in competition with cable television services (CATV), satellite dish TV and off-air TV service providers. 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.
Data Service – We provide high speed Internet to business and residential customers depending on the nature of the network facilities that are available, the level of service selected and the location. 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 and managed services, such as 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 as revenue monthly.
Other Contracted Revenue - Managed services and certain other data customers include advanced 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 to 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 services 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 advanced fiber 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 nationwide pooling of companies known as NECA. The FCC established NECA in 1983 to develop and administer interstate access service rates, terms, and conditions. Revenues are pooled and redistributed based on 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’s). We believe this trend will continue.
Intrastate access rates are filed with state regulatory commissions in Minnesota and Iowa.
The Company currently receives funding based on the Alternative Connect America Cost Model (A-CAM) as described below, except for Scott-Rice Telephone Co. (Scott-Rice), which receives funding from the Federal Universal Service Fund (FUSF). Scott-Rice’s settlements from the pools are based on nationwide average schedules, which includes the pooling and redistribution of revenues based on a company’s actual or average costs as described below.
A-CAM
As described above, with the exception of Scott-Rice, the remainder of our companies receive funding from A-CAM.
Per the FCC Public Notice DA 19-115, the Company receives A-CAM support and has corresponding service deployment obligations under that program. The Company annually receives (i) $
Accounts Receivable, Contract Assets and Contract Liabilities
The following table provides information about our receivables, contracts assets and contract liabilities from revenue contracts with our customers:
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September 30, |
December 31, |
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2025 |
2024 |
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Accounts receivable, net - beginning balance |
$ | $ | ||||||
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Accounts receivable, net - ending balance |
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Contract assets - beginning balance |
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Contract assets - ending balance |
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Contract liabilities - beginning balance |
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Contract liabilities - ending balance |
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Accounts Receivable
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.
Contract Assets
Contract assets include 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. We defer and amortize these costs over the expected customer life as the contract obligations are satisfied. We determined that the expected customer life is the expected period of benefit as the commission on the renewal contract is commensurate with the commission on the initial contract. During the quarters ended September 30, 2025, and 2024, the Company recognized expenses of $
Contract Liabilities
Contract liabilities include deferred revenues related to advanced payments for services and nonrefundable, upfront service activation and set-up fees, which are generally deferred. In addition, contract liabilities include customer deposits that are not recognized as revenue, but are instead returned to the customer after a holding period. 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. Short-term contract liabilities are included in current liabilities under other accrued liabilities. 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 in revenue on a monthly basis based on the term of the contract. Long-term contract liabilities are included in noncurrent liabilities under other accrued liabilities.
During the quarters ended September 30, 2025, and 2024, the Company recognized revenues of $
Performance Obligations
ASC 606, Revenue from Contracts with Customers, requires that the Company disclose the aggregate amount of the transaction price that is allocated to remaining performance obligations that are unsatisfied as of September 30, 2025. The guidance provides certain practical expedients that limit this requirement. The service revenue contracts of the Company meet the following practical expedients provided by ASC 606:
|
1. |
The performance obligation is part of a contract that has an original expected duration of one year or less. |
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2. |
Revenue is recognized from the satisfaction of the performance obligations in the amount billable to the customer in accordance with ASC 606-10-55-18. |
The Company has elected these practical expedients. Performance obligations related to our service revenue contracts are generally satisfied over time. For services transferred over time, revenue is recognized based on amounts invoiced to the customer as the Company has concluded that the invoice amount directly corresponds with the value of services provided to the customer. Management considers this a faithful depiction of the transfer of control as services are substantially the same and have the same pattern of transfer over the life of the contract. As such, revenue related to unsatisfied performance obligations that will be billed in future periods has not been disclosed.
Note 3 – Leases
Under the FASB 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 twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. 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 requirements, providing additional information about the amounts recorded in the financial statements.
The following tables include the ROU assets and operating lease liabilities as of September 30, 2025, and December 31, 2024. Short-term operating lease liabilities are included in current liabilities in other accrued liabilities. Long-term operating lease liabilities are included in noncurrent liabilities in other accrued liabilities.
|
Right of Use Assets |
Balance |
Balance |
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|
Operating Lease Right-Of-Use Assets |
$ | $ | ||||||
|
Operating Lease Liabilities |
Balance |
Balance |
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Short-Term Operating Lease |
$ | $ | ||||||
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Long-Term Operating Lease |
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Total |
$ | $ | ||||||
Maturity analysis under these lease agreements is as follows:
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Maturity Analysis |
Balance |
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|
2025 (remaining) |
$ | |||
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2026 |
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2027 |
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2028 |
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2029 |
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Thereafter |
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Total |
||||
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Less Imputed interest |
( |
) | ||
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Present Value of Operating Leases |
$ | |||
The following summarizes other information related to leases for the quarter ended September 30, 2025, as follows:
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Weighted Average Remaining Lease Term (Years) |
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|
Weighted Average Discount Rate |
% |
We amortize our leases over the shorter-of-the-term of the lease or the useful life of the asset. Lease expenses for the quarter and nine months ended September 30, 2025, were $
Note 4 – 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 is 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:
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Level 1: |
Inputs are quoted prices in active markets for identical assets or liabilities. |
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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. |
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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.
We have entered into interest rate swap agreements (IRSAs) with our lender, CoBank, ACB (CoBank) to manage our cash flow exposure to fluctuations in interest rates. These instruments are designated as cash flow hedges and are effective at mitigating the risk of fluctuations in interest rates in the marketplace. Any gains or losses related to changes in the fair value of these derivatives are accounted for as a component of accumulated other comprehensive gain (loss) for as long as the hedge remains effective.
The fair value of our IRSAs is discussed in Note 7 – “Interest Rate Swaps”. The fair value of our swap agreements was determined based on Level 2 inputs.
The fair value of our Goodwill as discussed in Note 5 – “Goodwill and Intangibles”. The fair value of our Goodwill was determined based on Level 3 inputs.
Other Financial Instruments
Other Investments - We conducted an evaluation of our investments in all of our investees in connection with the preparation of our audited financial statements as of December 31, 2024. As of September 30, 2025, we believe the carrying value of our investments is 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 5 – 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. 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 flow 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 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. Our goodwill totaled $
In 2024 and 2023, we engaged an independent valuation firm to aid in the completion of an annual impairment test for existing goodwill acquired. For 2024, after the testing was completed, we determined that there was impairment to goodwill for Scott-Rice and Sleepy Eye Telephone Company as the determined fair value was sufficient to pass the impairment test. For 2024, after the testing, we determined that there was an impairment to goodwill for Hutchinson Telephone Company (HTC) of $
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:
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September 30, 2025 |
December 31, 2024 |
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Gross |
Gross |
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Useful |
Carrying |
Accumulated |
Carrying |
Accumulated |
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Lives (years) |
Amount |
Amortization |
Amount |
Amortization |
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Definite-Lived Intangible Assets |
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Customers Relationships |
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- | $ | $ | $ | $ | |||||||||||||
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Video Franchise |
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Indefinitely-Lived Intangible Assets |
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Spectrum |
- | - | |||||||||||||||||
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Total |
$ | $ | $ | $ | |||||||||||||||
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Net Identified Intangible Assets |
$ | $ | |||||||||||||||||
Amortization expense related to the definite-lived intangible assets was $
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● |
(October 1 – December 31) – $ |
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● |
2026 - $ |
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● |
2027 - $ |
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● |
2028 - $ |
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● |
2029 - $ |
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● |
2030 - $ |
Note 6 – Secured Credit Facility
On June 21, 2024, Nuvera and CoBank entered into (i) an Agreement Regarding Amendments to Loan Documents and (ii) an Amended and Restated Revolving Loan Promissory Note. The agreements amended our existing credit facility with CoBank and secured a credit facility in the aggregate principal amount of $
Under the Agreements, among other things, (i) the Company received a $
Under the credit agreement, the Company and its respective subsidiaries 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. The credit agreement contains certain customary events of default, which include failure to make payments when due, the material inaccuracy of representations or warranties, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, certain judgments, certain ERISA-related events, or a change in control (as defined in the credit agreement).
2024 Credit Agreement:
|
● |
TERM A-1 LOAN - $ |
|
● |
DELAYED DRAW TERM LOAN - $ |
|
● |
REVOLVING LOAN - $ |
The term and revolving loan borrowings initially bear interest at a “Margin for Secured Overnight Financing Rate (SOFR) Loans” of
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.
Under the 2024 credit facility, Nuvera can enter into IRSAs in connection with amounts borrowed from CoBank. On September 30, 2025, $
Our remaining outstanding debt of $
As of September 30, 2025, our additional delayed draw term loan of $
Our loan agreements include restrictions on our ability to pay cash dividends to our stockholders. However, we are allowed to pay dividends in an amount up to $
Our credit facility requires us to comply with specified financial ratios and tests. These financial ratios include the Total Leverage Ratio and debt service coverage ratio. On September 30, 2025, 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, limit or restrict 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 7 – 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
To meet this objective, we had entered into several IRSAs with CoBank, which allowed us to change the variable-rate cash flow exposure of the debt obligations to fixed cash flows. Under the terms of these IRSAs, we pay a fixed contractual interest rate and (i) make an additional payment if the SOFR variable rate payment is below a contractual rate or (ii) receive a payment if the SOFR variable rate payment is above the contractual rate.
We entered into the following IRSA, which effectively locked in more than
Each month, we make interest payments to CoBank under its loan agreements based on the current applicable SOFR plus the contractual SOFR 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 IRSA under our credit facilities, qualifies as a cash flow hedge for accounting purposes under GAAP. We reflect the effect of this hedging transaction in the financial statements. The unrealized gain/loss is reported in other comprehensive income. If we terminate our IRSA, the cumulative change in fair value at the date of termination would be reclassified from accumulated other comprehensive gain (loss), which is classified in stockholders’ equity, into earnings on the consolidated statements of income.
The fair value of the Company’s IRSA was determined based on valuations received from CoBank and were based on the present value of expected future cash flows using discount rates appropriate with the terms of the IRSA. The fair value indicates an estimated amount we would be required to pay if the contracts were canceled or transferred to other parties. As of September 30, 2025, the fair value asset of this swap was $
Note 8 – Other Investments
We are a co-investor with other communication 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 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 use the equity method of accounting for these investments that reflect original cost and recognition of our share of the net income or losses from the respective operations. See Note 10 – “Segment Information” for a listing of our investments.
In 2023, Nuvera recognized a gain of $
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 determined 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. The Company recognized a $
|
● |
Our investments and interests in the following entities include some management responsibilities: |
|
▪ |
Broadband Visions, LLC (BBV) – |
|
▪ |
Independent Emergency Services, LLC (IES) – |
|
▪ |
Fiber Minnesota, LLC (FM) – |
Note 9 – Incentive and Retirement Plans
In 2006, we implemented an Employee Incentive Plan for employees other than executive officers and a Management Incentive Plan for executive officers (collectively the 2006 Plan). In 2015, our BOD adopted, and our shareholders approved our 2015 Employee Stock Plan (2015 Plan), which permits the issuance of up to
Long-Term Cash Based Awards
On March 27, 2025, the Compensation Committee and the Board adopted a new cash-based long-term incentive plan (2025 Plan). The 2025 Plan is a
Cash-based awards currently issued and outstanding are as follows:
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Targeted |
|||||||||
|
Performance-Based |
Vesting |
||||||||
|
Cash |
Vested |
Date |
|||||||
|
Balance at December 31, 2024 |
$ | $ | |||||||
|
Issued |
$ | $ |
|
||||||
|
Balance at September 30, 2025 |
$ | $ | |||||||
Note 10 – Segment Information
The Company operates in reportable segment, which includes all activities related to the delivery and provisioning of voice service charges to its residential and business subscribers, access charges to IXCs for providing the carriers access to our local phone networks and the provisioning of video and data services. The determination of a single reportable segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision-maker, which is its Chief Executive Officer, who reviews and evaluates consolidated net income (loss) for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods. The measure of segment assets is reported on the balance sheet as total assets.
The following table presents the segment revenue and significant expense categories included within the product segment’s measure of profit or loss for the three and nine months ending September 30, 2025, and 2024:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Revenue |
$ | $ | $ | $ | ||||||||||||
|
Less: |
||||||||||||||||
|
Cost of Services, Excluding Depreciation and Amortization |
||||||||||||||||
|
Selling, General and Administrative |
||||||||||||||||
|
Depreciation and Amortization |
||||||||||||||||
|
Other Expense, net |
||||||||||||||||
|
Income Taxes Expense (Benefit) |
( |
) | ||||||||||||||
|
Net Income (Loss) |
$ | ( |
) | $ | $ | $ | ||||||||||
The Communications Segment operates the following communications companies:
Communications Segment
|
● |
Communications Companies: |
|
▪ |
Nuvera Communications, Inc., the parent company. |
|
▪ |
HTC, a wholly owned subsidiary of Nuvera. |
|
▪ |
Peoples Telephone Company, a wholly owned subsidiary of Nuvera. |
|
▪ |
Scott-Rice, 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; and |
|
▪ |
Hutchinson Telecommunications, Inc., a wholly owned subsidiary of HTC, located in Litchfield and Glencoe, Minnesota. |
Note 11 – Commitments and Contingencies
On December 15, 2021, the Company announced plans for a fiber network initiative. The Company has made commitments to purchase materials and entered into contracts with various parties to successfully build this next-generation fiber network. As of September 30, 2025, the Company had outstanding contract amounts of approximately $
Our capital budget for 2025 is approximately $
Note 12 – Broadband Grants
In August 2022, the Company was awarded a grant from the United States federal government. This Low-Density Broadband grant will provide up to
On November 21, 2023, the Company was awarded a grant from Goodhue County in Minnesota. This Low-Density Broadband grant will provide $
On March 5, 2024, the Company was awarded a grant from the Minnesota Department of Employment and Economic Development (DEED). This Low-Density Broadband grant will provide up to
On December 8, 2022, the Company was awarded four broadband grants from DEED. The grants will provide up to
Note 13 – Stock Based Compensation
The Company’s 2017 Omnibus Stock Plan (2017 OSP) was adopted by the Company’s BOD on February 24, 2017, and approved by the Company’s shareholders at the May 25, 2017, Annual Meeting of Shareholders. The 2017 OSP enables the Company to grant stock incentive awards to current and new employees, including officers, and to BOD members and service providers. The 2017 OSP permits stock incentive awards in the form of Options (Options) (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other awards in stock or cash. The 2017 OSP permits the issuance of up to
Option Awards
Prior to 2025, the Compensation Committee granted non-qualified stock Options. The Compensation Committee believed that grants of Options more directly aligned management long-term equity compensation with increased shareholder value creation at a time when the Company is engaged in significant investment and transformation as part of its long-term strategy. The Compensation Committee also determined to extend the grant of Options to include Named Executive Officers, senior employee directors and other employee directors as key members of the Company leadership team and contributors to our overall success.
The following table summarizes the Company’s exercisable employee stock Option activity under the 2017 OSP, which was approved by the Company’s shareholders, for the following periods:
|
Weighted |
|
|||||||||||||||
|
Number of |
Weighted |
Average |
Aggregate |
|||||||||||||
|
Shares |
Average |
Remaining |
Intrinsic |
|||||||||||||
|
Excercisable |
Exercise Price |
Term (Years) |
Value |
|||||||||||||
|
Outstanding as of December 31, 2021 |
$ | - | $ | |||||||||||||
|
Granted |
||||||||||||||||
|
Forfeited |
- | - | ||||||||||||||
|
Outstanding as of December 31, 2022 |
$ | $ | ||||||||||||||
|
Granted |
||||||||||||||||
|
Forfeited |
- | - | ||||||||||||||
|
Outstanding as of December 31, 2023 |
$ | $ | ||||||||||||||
|
Granted |
||||||||||||||||
|
Forfeited |
- | - | ||||||||||||||
|
Outstanding as of December 31, 2024 |
$ | $ | ||||||||||||||
|
Granted |
- | |||||||||||||||
|
Forfeited |
( |
) | - | ( |
) | |||||||||||
|
Outstanding as of September 30, 2025 |
$ | $ | ||||||||||||||
|
Exercisable as of September 30, 2025 |
$ | $ | ||||||||||||||
The weighted average grant date fair value per share for employee stock and non-employee Option grants issued on March 28, 2024, was $
Note 14 – 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
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 generally are identified by the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “may,” “will,” “would,” “seeks,” “targets,” “continues,” “should,” “will be,” “will continue,” or similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of Nuvera and its subsidiaries to be different from those expressed or implied in the forward-looking statements. These risks and uncertainties may include, but are not limited to i) shifts in our product mix may result in declines in our operating profitability, ii) we may not accurately predict technological trends or the success of new products, iii) possible consolidation among our customers, iv) possible customer payment defaults, v) possible replacement of key personnel, vi) a failure in our operational systems or infrastructure could affect our operations, vii) unfavorable general economic conditions that could negatively affect our operating results, viii) our current debt structure may change due to increases in interest rates or our ability to comply with lender loan covenants, ix) our possible pursuit of acquisitions could be expensive or not successful, x) substantial regulatory change and increased competition, xi) data security breaches and xii) elimination of governmental network support we receive. 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.
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 the latest information, future events or otherwise.
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, rules and regulations of the SEC 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 on the date of the financial statements and during the reporting period. Actual results may differ from these estimates. 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 ending December 31, 2024, which is incorporated herein by reference.
Results of Operations
Overview
Nuvera has an advanced fiber communications network and offers a diverse array of communications products and services. We provide broadband Internet access, video services and managed and hosted solutions services. In addition, we provide local voice service and network access to other communications carriers for connections to our networks as well as long-distance service.
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 advanced fiber networks. We also require capital to maintain our advanced fiber networks and infrastructure; fund the payroll costs of our highly skilled labor force; maintain inventory to service capital projects, maintain our communication equipment customers; pay dividends, when declared by the BOD, 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.
In the first nine months of 2025, we have seen our overall revenues increase primarily due to growth in governmental support revenues and Internet mentioned below. However, we continue to see accelerated losses in our voice and video service customers as those customers make choices about their entertainment needs and personal finances. We have also experienced increased costs in the first nine months of 2025, which have affected our margins. In addition, we had anticipated increased inflation and supply chain issues in the inventory, equipment, and fiber we use in our business and had therefore purchased a large amount of these items to mitigate these potential issues and not disrupt our business operations.
With respect to liquidity, we continue to evaluate costs and spending across our organization. This includes evaluating discretionary spending and non-essential capital investment expenditures. As of September 30, 2025, we had $10.5 million of our bank revolver available for use if the need arises. The Company may seek additional financing to continue to fund its fiber expansion plans and meet current and future liquidity needs.
We will continue to actively monitor the situation and may take further actions that alter our operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, suppliers, and shareholders.
Executive Summary
Highlights:
Banking/Dividends
|
● |
On July 31, 2025, we entered into a new IRSA with CoBank covering an additional $43,750,000 of our aggregate indebtedness to CoBank. This new swap effectively locked in a portion of our variable-rate debt through July 2026 and replaced our existing three swaps which all expired as of July 31, 2025. Under this new 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 SOFR variable rate payment is below a contractual rate or (ii) receive a payment if the SOFR variable rate payment is above the contractual rate. |
|
● |
On June 21, 2024, Nuvera and CoBank entered into (i) an Agreement Regarding Amendments to Loan Documents and (ii) an Amended and Restated Revolving Loan Promissory Note. The agreements amended our existing credit facility with CoBank and secured a credit facility in the aggregate principal amount of $180.0 million. Under the Agreements, among other things, (i) the Company received a $125.0 million term loan to replace existing debt, (ii) a $25.0 million delayed draw term loan, (iii) the Company’s revolving loan was decreased from $40.0 million to $30.0 million, (iv) the maturity dates of the term loans and revolving loan were set at June 21, 2029, and (v) the Company’s operating subsidiaries agreed to extend their previous guarantees, security interests and mortgages to cover the increased amount of the revolving credit facility. The financing was secured to facilitate the Company’s advanced fiber-build plans announced on December 15, 2021. Refer to the Company’s 8-K filing with the SEC on June 25, 2024, for further details regarding the new credit agreements with CoBank. |
Operations/FTTP Build
|
● |
On December 12, 2023, the Company announced that it confirmed eligibility for CBOL funding through the USAC. The incremental funding will be used to continue to support the Company’s multi-year fiber construction initiative. The Company began receiving a monthly benefit in November of 2023 with the first payment receipt confirmed in December. On an annualized basis this new program will provide $3.9 million of new funding based on the tariff filing and the Company’s expected line counts. The monthly CBOL subsidy formula is reviewed and subject to revision on an annual basis and subject to change based on updated USAC funding criteria July 1 of each year. |
|
● |
On December 15, 2021, the Company announced plans to build and deploy Gig fiber Internet across its network creating crucial access to the fastest speeds available for rural communities, small cities, and suburban areas across Minnesota. The Company will continue to build and deploy the Gig-speed service over the next few years. Nuvera’s goal is to bring Gig-speed service to as many communities as possible. |
|
● |
In 2025, we plan to upgrade 5,900 passings with fiber services and faster broadband speeds. These passings will include upgrading current customers from our old copper network and new edge out passings. As of September 30, 2025, we have succeeded in upgrading 3,278 passings with these fiber services. Project-to-date, we have upgraded a total of 48,617 overall passings with these fiber services. |
Broadband Grants
|
● |
In August 2022, the Company was awarded a grant from the United States federal government. This Low-Density Broadband grant will provide up to 75% of the total cost of building fiber connections to homes and businesses for improved high-speed Internet in unserved and underserved communities in the Company’s service area. The Company is eligible to receive $3,210,000 of approximately $4,280,000 total project costs. The Company will provide the remaining 25% of the matching funds. The Company has received $0 for this project as of September 30, 2025. |
|
● |
On November 21, 2023, the Company was awarded a grant from Goodhue County in Minnesota. This Low-Density Broadband grant will provide $277,733 of the total cost of building fiber connections to homes and businesses for improved high-speed Internet in unserved and underserved communities in and around Goodhue county. The Company has received $0 for this project as of September 30, 2025. |
|
● |
On March 5, 2024, the Company was awarded a grant from the DEED. This Low-Density Broadband grant will provide up to 75% of the total cost of building fiber connections to homes and businesses for improved high-speed Internet in unserved and underserved communities in the Company’s service area. The Company is eligible to receive $1,884,429 of approximately $2,512,572 total project costs. The Company will provide the remaining 25% of the matching funds. The Company has received $41,154 for this project as of September 30, 2025. |
|
● |
On December 8, 2022, the Company was awarded four broadband grants from the DEED. The grants will provide up to 45.0% to 50.0% of the total cost of building fiber connections to homes and businesses for improved high-speed Internet in unserved and underserved communities and businesses in the Company’s service area. The Company is eligible to receive $8,594,688 of approximately $18,139,749 total project costs. The Company will provide the remaining 55.0% to 50% matching funds. Construction and expenditures for these projects began in the spring of 2023. The Company has received $7,712,473 for these projects as of September 30, 2025. |
|
● |
Net loss for the third quarter of 2025 totaled $249,390, which was a $331,088, or 405.26% decrease compared to the third quarter of 2024. This decrease was primarily due to an increase in interest expense, partially offset by an increase in governmental support revenues and data services, all of which are described below. |
|
● |
Consolidated revenue for the third quarter of 2025 totaled $18,043,244, which was a $426,909 or 2.42% increase compared to the third quarter of 2024. This increase was primarily due to increases in governmental support revenues, data services and other revenue, partially offset by decreases in legacy service revenues and video services, all of which are described below. |
Business Trends
Included below is a synopsis of business trends management believes will continue to affect our business in 2025.
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 CATV providers, 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 1,721 or 14.2% for the twelve months ended September 30, 2025, due to the reasons mentioned above.
We expect the expansion of our advanced fiber communications network, growth in broadband connection 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.
To be competitive, we continue to invest in our fiber broadband network and continue to focus on the research and deployment of advanced technological products that include broadband services, wireless services, private line, VoIP, digital video, Internet protocol TV (IPTV) and hosted and managed services.
The table below presents our revenue by technology and advanced fiber-build progress for the last five quarters.
|
Nuvera Communications, Inc. |
|
Reporting by Technology |
|
Q3 2024 |
Q4 2024 |
Q1 2025 |
Q2 2025 |
Q3 2025 |
||||||||||||||||||||||||||||||||||||
|
Premise Passings |
||||||||||||||||||||||||||||||||||||||||
|
Fiber - NuFiber/Gig-Cities |
41,298 | 45,339 | 46,022 | 46,212 | 48,617 | |||||||||||||||||||||||||||||||||||
|
Non-Fiber |
27,816 | 27,062 | 27,031 | 27,288 | 26,701 | |||||||||||||||||||||||||||||||||||
|
Total Passings |
69,114 | 72,401 | 73,053 | 73,500 | 75,318 | |||||||||||||||||||||||||||||||||||
|
% Fiber Coverage |
59.8 | % | 62.6 | % | 63.0 | % | 62.9 | % | 64.5 | % | ||||||||||||||||||||||||||||||
|
Internet/Broadband Connections/Share |
||||||||||||||||||||||||||||||||||||||||
|
Fiber Gig-Cities |
||||||||||||||||||||||||||||||||||||||||
|
Residential |
13,753 | 15,078 | 16,124 | 17,056 | 17,724 | |||||||||||||||||||||||||||||||||||
|
Business |
1,261 | 1,338 | 1,437 | 1,551 | 1,592 | |||||||||||||||||||||||||||||||||||
|
Totals |
15,014 | 36.4 | % | 16,416 | 36.2 | % | 17,561 | 38.2 | % | 18,607 | 40.3 | % | 19,316 | 39.7 | % | |||||||||||||||||||||||||
|
Non-Fiber |
||||||||||||||||||||||||||||||||||||||||
|
Residential |
13,013 | 12,114 | 11,293 | 10,729 | 10,229 | |||||||||||||||||||||||||||||||||||
|
Business |
1,090 | 1,025 | 922 | 799 | 768 | |||||||||||||||||||||||||||||||||||
|
Totals |
14,103 | 50.7 | % | 13,139 | 48.6 | % | 12,215 | 45.2 | % | 11,528 | 42.2 | % | 10,997 | 41.2 | % | |||||||||||||||||||||||||
|
Total Broadband Connections |
29,117 | 42.1 | % | 29,555 | 40.8 | % | 29,776 | 40.8 | % | 30,135 | 41.0 | % | 30,313 | 40.2 | % | |||||||||||||||||||||||||
|
% Broadband on Fiber |
51.6 | % | 55.5 | % | 59.0 | % | 61.7 | % | 63.7 | % | ||||||||||||||||||||||||||||||
|
Broadband Customer Revenue/ARPU |
||||||||||||||||||||||||||||||||||||||||
|
Internet/BB Revenue/ARPU |
||||||||||||||||||||||||||||||||||||||||
|
Fiber Gig-Cities |
||||||||||||||||||||||||||||||||||||||||
|
Residential |
$ | 2,972,639 | $ | 74.32 | $ | 3,282,653 | $ | 74.66 | $ | 3,541,243 | $ | 74.89 | $ | 3,802,467 | $ | 75.22 | $ | 3,948,740 | $ | 75.21 | ||||||||||||||||||||
|
Business |
$ | 579,972 | $ | 156.16 | $ | 603,643 | $ | 153.05 | $ | 654,977 | $ | 155.50 | $ | 724,336 | $ | 158.29 | $ | 746,341 | $ | 157.46 | * | |||||||||||||||||||
|
Totals |
$ | 3,552,611 | $ | 81.27 | $ | 3,886,296 | $ | 81.11 | $ | 4,196,220 | $ | 81.48 | $ | 4,526,803 | $ | 82.12 | $ | 4,695,081 | $ | 82.02 | ||||||||||||||||||||
|
Non-Fiber |
||||||||||||||||||||||||||||||||||||||||
|
Residential |
$ | 2,411,569 | $ | 60.13 | $ | 2,193,437 | $ | 59.29 | $ | 2,048,638 | $ | 59.18 | $ | 1,932,474 | $ | 59.32 | $ | 1,919,567 | $ | 61.46 | ||||||||||||||||||||
|
Business |
$ | 428,742 | $ | 127.98 | $ | 399,187 | $ | 126.65 | $ | 351,409 | $ | 122.66 | $ | 294,661 | $ | 118.43 | $ | 280,438 | $ | 120.21 | ||||||||||||||||||||
|
Totals |
$ | 2,840,311 | $ | 65.37 | $ | 2,592,624 | $ | 64.57 | $ | 2,400,047 | $ | 64.03 | $ | 2,227,135 | $ | 63.51 | $ | 2,200,005 | $ | 65.55 | ||||||||||||||||||||
|
Total Internet/BB Revenue |
$ | 6,392,922 | $ | 6,478,920 | $ | 6,596,267 | $ | 6,753,938 | $ | 6,895,086 | ||||||||||||||||||||||||||||||
|
% Revenue from Fiber |
55.6 | % | 60.0 | % | 63.6 | % | 67.0 | % | 68.1 | % | ||||||||||||||||||||||||||||||
|
Other Internet Reveneue |
$ | 1,062,375 | $ | 1,049,548 | $ | 1,091,851 | $ | 1,067,614 | $ | 1,105,096 | ||||||||||||||||||||||||||||||
|
Total Internet Revenue |
$ | 7,455,297 | $ | 7,528,468 | $ | 7,688,118 | $ | 7,821,552 | $ | 8,000,182 | ||||||||||||||||||||||||||||||
|
All Other Revenue |
$ | 10,161,038 | $ | 9,968,555 | $ | 10,192,651 | $ | 9,984,987 | $ | 10,043,062 | ||||||||||||||||||||||||||||||
|
Total Revenue |
$ | 17,616,335 | $ | 17,497,023 | $ | 17,880,769 | $ | 17,806,539 | $ | 18,043,244 | ||||||||||||||||||||||||||||||
|
* Nuvera has experienced a decrease in its Fiber Gig-Cities Business ARPU. This is primarily due to the aggressive conversion of our smaller business customers from non-fiber to fiber. |
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 for the three and nine months ended September 30, 2025, and 2024 are included below:
|
Communications Segment |
||||||||||||||||
|
Three Months Ended September 30, |
||||||||||||||||
|
2025 |
2024 |
Increase (Decrease) |
||||||||||||||
|
Operating Revenues |
||||||||||||||||
|
Voice Service |
$ | 1,048,429 | $ | 1,149,189 | $ | (100,760 | ) | -8.77 | % | |||||||
|
Network Access |
795,185 | 745,268 | 49,917 | 6.70 | % | |||||||||||
|
Video Service |
2,796,620 | 2,928,080 | (131,460 | ) | -4.49 | % | ||||||||||
|
Data Service |
8,000,182 | 7,455,297 | 544,885 | 7.31 | % | |||||||||||
|
A-CAM/FUSF |
4,235,846 | 4,208,559 | 27,287 | 0.65 | % | |||||||||||
|
Other |
1,166,982 | 1,129,942 | 37,040 | 3.28 | % | |||||||||||
|
Total Operating Revenues |
18,043,244 | 17,616,335 | 426,909 | 2.42 | % | |||||||||||
|
Cost of Services, Excluding Depreciation and Amortization |
8,052,576 | 7,812,162 | 240,414 | 3.08 | % | |||||||||||
|
Selling, General and Administrative |
2,598,417 | 2,507,707 | 90,710 | 3.62 | % | |||||||||||
|
Depreciation and Amortization Expenses |
4,875,615 | 4,497,082 | 378,533 | 8.42 | % | |||||||||||
|
Total Operating Expenses |
15,526,608 | 14,816,951 | 709,657 | 4.79 | % | |||||||||||
|
Operating Income |
$ | 2,516,636 | $ | 2,799,384 | $ | (282,748 | ) | -10.10 | % | |||||||
|
Net Income |
$ | (249,390 | ) | $ | 81,698 | $ | (331,088 | ) | -405.26 | % | ||||||
|
Capital Expenditures |
$ | 9,642,082 | $ | 15,403,815 | $ | (5,761,733 | ) | -37.40 | % | |||||||
|
Communications Segment |
||||||||||||||||
|
Nine Months Ended September 30, |
||||||||||||||||
|
2025 |
2024 |
Increase (Decrease) |
||||||||||||||
|
Operating Revenues |
||||||||||||||||
|
Voice Service |
$ | 3,253,297 | $ | 3,580,740 | $ | (327,443 | ) | -9.14 | % | |||||||
|
Network Access |
2,135,866 | 2,601,894 | (466,028 | ) | -17.91 | % | ||||||||||
|
Video Service |
8,539,795 | 8,891,820 | (352,025 | ) | -3.96 | % | ||||||||||
|
Data Service |
23,509,852 | 22,230,414 | 1,279,438 | 5.76 | % | |||||||||||
|
A-CAM/FUSF |
12,858,308 | 11,100,259 | 1,758,049 | 15.84 | % | |||||||||||
|
Other |
3,433,434 | 3,334,187 | 99,247 | 2.98 | % | |||||||||||
|
Total Operating Revenues |
53,730,552 | 51,739,314 | 1,991,238 | 3.85 | % | |||||||||||
|
Cost of Services, Excluding Depreciation and Amortization |
23,491,689 | 23,597,926 | (106,237 | ) | -0.45 | % | ||||||||||
|
Selling, General and Administrative |
8,510,227 | 8,138,521 | 371,706 | 4.57 | % | |||||||||||
|
Depreciation and Amortization Expenses |
14,566,600 | 13,300,877 | 1,265,723 | 9.52 | % | |||||||||||
|
Total Operating Expenses |
46,568,516 | 45,037,324 | 1,531,192 | 3.40 | % | |||||||||||
|
Operating Income |
$ | 7,162,036 | $ | 6,701,990 | $ | 460,046 | 6.86 | % | ||||||||
|
Net Income |
$ | 355,490 | $ | 384,167 | $ | (28,677 | ) | -7.46 | % | |||||||
|
Capital Expenditures |
$ | 23,050,717 | $ | 38,437,630 | $ | (15,386,913 | ) | -40.03 | % | |||||||
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Key metrics |
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Access Lines |
10,397 | 12,118 | (1,721 | ) | -14.20 | % | ||||||||||
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Video Customers |
6,907 | 7,619 | (712 | ) | -9.35 | % | ||||||||||
|
Data Customers |
34,451 | 33,314 | 1,137 | 3.41 | % | |||||||||||
|
Certain historical numbers have been changed to conform to the current year's presentation. |
Revenue
Voice Service – We receive recurring revenue for basic voice 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 voice services, our customers may choose from multiple voice service plans with a variety of custom calling features such as call waiting, call forwarding, caller identification and voicemail. Voice service revenue was $1,048,429, which was $100,760 or 8.77% lower in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024, and was $3,253,297 which was $327,443 or 9.14% lower in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These decreases were primarily due to a decrease in access lines, which was the result of an accelerated industry trend of customers moving to other communications options or dropping their access lines altogether, partially offset by a combination of rate increases introduced into several of our markets in the past few years.
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.
Network Access – We provide access services to other communications carriers for the use of our facilities to terminate or originate long distance calls on our fiber 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 communications companies. Network access revenue was $795,185, which was $49,917 or 6.70% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. This increase was primarily due to lower true-up adjustments in regulatory revenue in 2025. Network access revenue was $2,135,866, which is $466,028 or 17.91% lower in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This decrease was primarily due to lower minutes of use on our network and lower special access revenues, which was the result of an accelerated industry trend of customers moving to other communications options or dropping their access lines altogether.
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 local exchange carriers. We cannot predict the likelihood of future claims and cannot estimate the impact.
Video Service – We provide a variety of enhanced video services on a monthly recurring basis to our customers. 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 service revenue was $2,796,620, which was $131,460 or 4.49% lower in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. Video service revenue was $8,539,795, which was $352,025 or 3.96% lower in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These decreases were primarily due to a decrease in video customers, partially offset by a combination of rate increases introduced into several of our markets over the past few years. The decrease in video customers continues to be an accelerated industry trend of customers moving to other video options.
Data Service – We provide high speed Internet to business and residential customers depending on the nature of the network facilities that are available, the level of service selected and the location. 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 Service revenue was $8,000,182, which was $544,885 or 7.31% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024, and was $23,509,852, which was $1,279,438 or 5.76% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These increases were primarily due to increases in fiber customers, customers upgrading their packages and speeds and an increase in monthly equipment charges to our customers, partially offset by a decrease in non-fiber customers. We expect continued growth in this area will be driven by completing our advanced FTTP network, expansion of service areas and marketing managed service solutions to businesses.
A-CAM/FUSF – The Company currently receives funding based on the A-CAM, except for Scott-Rice, which receives funding from the FUSF. Scott-Rice’s settlements from the NECA pools are based on nationwide average schedules, which includes the pooling and redistribution of revenues based on a company’s actual or average costs. See Note 2 – “Revenue Recognition” for a discussion regarding A-CAM and FUSF.
A-CAM/FUSF support totaled $4,235,846, which was $27,287 or 0.65% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. A-CAM/FUSF support totaled $12,858,308, which was $1,758,049 or 15.84% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These increases were primarily due to our new CBOL funding through USAC and higher CAF support funding for our operating companies. On December 12, 2023, the Company announced that it confirmed eligibility for CBOL funding through USAC. The incremental funding will be used to continue to support the Company’s multi-year fiber construction initiative. The Company began receiving a monthly benefit in November of 2023, with the first payment receipt confirmed in December. On an annualized basis this new program will provide $3.9 million of new funding based on the tariff filing and the Company’s expected line counts. The monthly CBOL subsidy formula is reviewed and subject to revision on an annual basis and subject to change based on updated USAC funding criteria July 1 of each year.
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 through an outside vendor, 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 services of cellular phones and accessories through Telespire, a national wireless provider. We resell these wireless services as Nuvera Wireless, our branded product. Other revenue was $1,166,982, which was $37,040 or 3.28% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024, and was $3,433,434 which was $99,247 or 2.98% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These increases were primarily due to an increase in our paper billing fee revenue and lease revenues, partially offset by a decrease in directory publishing, lower long-distance revenues, lower inside wire maintenance fees and a decrease in the sales and installation of CPE.
Cost of Services (excluding Depreciation and Amortization)
Cost of services (excluding depreciation and amortization) was $8,052,576, which was $240,414 or 3.08% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. This increase was primarily due to increased labor costs, and maintenance and support agreements on our equipment and software, partially offset by lower programming costs from video content providers due to the loss of video customers. Costs of services (excluding depreciation and amortization) were $23,491,689, which was $106,237 or 0.45% lower in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This decrease was primarily due to lower programming costs from video content providers due to a loss of video customers and a decline in CPE and retail sales. This decrease was partially offset by increased labor costs, and maintenance and support agreements on our equipment and software.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $2,598,417, which was $90,710 or 3.62% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024, and was $8,510,227, which was $371,706 or 4.57% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These increases were primarily due to increased customer acquisition costs associated with our FTTP network initiative and increased professional service fees.
Depreciation and Amortization
Depreciation and amortization were $4,875,615, which was $378,533 or 8.42% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024, and was $14,566,600, which was $1,265,723 or 9.52% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These increases in depreciation expense were primarily due to increases in our FTTP network assets to aid in our transition to our new advanced FTTP network, reflecting our continual investment in technology and infrastructure in order to meet our customer’s demands for our products and services.
Operating Income
Operating income was $2,516,636, which was $282,748 or 10.10% lower in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. This decrease was primarily due to higher expenses, partially offset by increased data services revenues, all of which are described above. Operating income was $7,162,036, which was $460,046 or 6.86% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This increase was primarily due to increased governmental support revenues and increased data services revenues, partially offset by higher depreciation and selling, general and administrative expenses, all of which are described above.
See Consolidated Statements of Income (for discussion below)
Other Income (Expense) and Interest Expense
Interest expense was $3,107,393, which was $30,951 or 1.01% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024, and was $9,032,878, which was $868,738 or 10.64% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These increases were primarily due to higher outstanding debt balances on our non-swapped debt in connection with our term debt credit facility with CoBank to support our fiber-build initiative.
Interest and dividend income was $22,165, which was $1,756 or 8.60% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024, and was $207,216, which was $51,377 or 32.97% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These increases were primarily due to increases in dividend income earned from our investments.
Other income for the nine months ended September 30, 2025, and 2024, included a patronage credit earned with CoBank, which was a result of our debt agreements with them. The patronage credit allocated and received in 2025 was $1,656,597, compared to $1,196,948 allocated and received in 2024. This increase was primarily due to higher outstanding debt balances and increased interest rates on our non-swapped debt in connection with our term debt credit facility and revolving credit facility with CoBank to support our fiber build initiative. 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 in the period they are allocated and received.
Other investment income was $93,096, which was $4,700 or 5.32% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024, and was $281,607, which was $96,988 or 52.53% higher in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. Other investment income is primarily from our equity ownerships in several partnerships and limited liability companies. Other investment income was higher in 2025 compared to 2024, primarily due to an improved operating performance by our equity investments in 2025.
Income Taxes
Income tax benefit was $96,986, which was $128,764 or 405.20% higher in the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. This increase was primarily due to decreased operating income and increased interest expense, partially offset by decreased interest during construction. Income tax expense was $138,245, which was $11,156 or 7.47% lower in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This decrease was primarily due to increased interest expense, partially offset by increased operating income and increased CoBank patronage dividends. The effective income tax rate for the nine months ending September 30, 2025, and 2024 was approximately 28.00%, respectively. The effective income tax rate differs from the federal statutory income tax rate primarily due to state income taxes and other permanent differences.
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 $236,919,235 as of September 30, 2025, reflecting 39.9% equity and 60.1% debt. This compares to a capital structure of $234,715,909 on December 31, 2024, reflecting 39.9% equity and 60.1% debt. In the communications 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 4.90 times debt to earnings before interest, taxes, depreciation, and amortization (EBITDA) (as defined in the loan documents), which is well within acceptable limits for our agreements and our industry. Our maximum Total Leverage Ratio under our loan facility is 6.00:1.00. Our management believes adequate operating cash flows and other internal and external resources, such as our cash on hand and new credit facility, are available to finance ongoing operating requirements, including capital expenditures, business development, debt service and temporary financing of trade accounts receivable.
Liquidity Outlook
Our short-term and long-term liquidity needs arise primarily from (i) capital expenditures; (ii) working capital requirements needed to support our growth; (iii) debt service; (iv) dividend payments, if declared, on our stock and (v) potential acquisitions.
Our primary sources of liquidity for the nine months ended September 30, 2025, were proceeds from cash generated from operations and cash reserves held at the beginning of the period. As of September 30, 2025, we had a working capital surplus of $12,746,829. In addition, as of September 30, 2025, we had $10.5 million available under our revolving credit facility to fund any short-term working capital needs. Also, we have a $25.0 million delayed draw term loan available to fund our fiber expansion plans. The working capital surplus as of September 30, 2025, was primarily the result of elevated inventory levels to support our fiber-build initiative and a rescheduling of our principal payments to CoBank as part of our debt facility with them.
We have not conducted a public equity offering. We operate with original equity capital, retained earnings and additions to indebtedness in the form of senior debt and bank lines of credit.
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, we believe that we will be able to meet our current and long-term cash requirements primarily through our operating cash flows and debt financing 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.
The following table summarizes our cash flow:
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|
Nine Months Ended September 30, | |||||||
| 2025 | 2024 | |||||||
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Net cash provided by (used in): |
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Operating activities |
$ | 14,107,802 | $ | 11,983,073 | ||||
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Investing activities |
(19,223,446 | ) | (31,745,399 | ) | ||||
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Financing activities |
3,785,982 | 19,086,706 | ||||||
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Change in cash |
$ | (1,329,662 | ) | $ | (675,620 | ) | ||
Cash Flows from Operating Activities
Cash generated by operations in the first nine months of 2025 was $14,107,802, compared to cash generated by operations of $11,983,073 in the first nine months of 2024. The increase in cash from operating activities in 2024 was primarily due to the timing of the increase/decrease in assets and liabilities.
Cash generated by operations continues to be our primary source of funding for existing operations, debt service and dividend payments, when declared by our BOD, to stockholders. Cash as of September 30, 2025, was $557,035, compared to $1,886,697 as of December 31, 2024.
Cash Flows Used in Investing Activities
We operate in a capital-intensive business. We continue to upgrade our advanced fiber networks for changes in technology in order to provide advanced services to our customers.
Cash flows used in investing activities were $19,223,446 during the first nine months of 2025 compared to $31,745,399 for the first nine months of 2024. Capital expenditures relating to our fiber initiative and on-going operations were $23,050,717 for the nine months ended September 30, 2025, compared to $38,437,630 for the nine months ended September 30, 2024. Materials and supply expenditures decreased by $3,736,531 in the first nine months of 2025 compared to a decrease of $6,452,434 for the first nine months of 2024. The decreases for the nine months ended September 30, 2025, and 2024, were primarily due to the use of materials on hand to support our fiber-build initiatives. Our investing expenditures were financed with cash flows from our current operations, advances on our line of credit, and grant proceeds. We believe that our current operations and debt financing from CoBank will provide adequate cash flows to fund our plant additions for the remainder of the year; however, funding from our revolving credit facility and delayed draw term loan are available if the timing of our cash flows from operations does not match our cash flow requirements. As of September 30, 2025, we had $10.5 million available under our existing revolving credit facility and $25.0 million on our delayed draw term loan to fund capital expenditures and other operating needs.
Cash Flows Provided by Financing Activities
Cash provided by financing activities for the nine months ended September 30, 2025, was $3,785,982. This included changes in our revolving credit facility of $1,028,367, loan origination fees of $35,000, and grants received for construction of plant of $2,792,615. Cash provided by financing activities for the nine months ended September 30, 2024, was $19,086,706. This included principal payments of $125,000,000, loan proceeds from our term loan of $125,000,000, loan origination fees of $1,703,825, changes in our revolving credit facility of $16,090,669 and grants received for construction of plant of $4,699,862.
Working Capital
We had a working capital surplus (i.e., current assets minus current liabilities) of $12,746,829 as of September 30, 2025, with current assets of approximately $29.2 million and current liabilities of approximately $16.5 million, compared to a working capital surplus of $16,603,132 as of December 31, 2024. The ratio of current assets to current liabilities was 1.77 and 2.11 as of June 30, 2025, and December 31, 2024. The working capital surplus as of September 30, 2025, was primarily the result of elevated inventories to support our fiber-build initiative and a rescheduling of our principal payments to CoBank as part of our debt facility with them.
As of September 30, 2025, and December 31, 2024, we were in compliance with all stipulated financial ratios in our loan agreements.
Our current Total Leverage Ratio as of September 30, 2025, was 4.90. Our maximum Total Leverage Ratio under the new loan facility is 6.00:1.00.
Dividends and Restrictions
Nuvera did not declare or pay a dividend in the third quarter of 2025 or in 2024. The BOD’s action reflects the Company’s commitment to maximize available capital for the foreseeable future as it executes on its Nuvera Gig Cities project. This decision focuses available capital on deploying fiber and capturing the growth opportunity in new and existing markets in southern Minnesota. Nuvera believes this investment in the largest infrastructure project in Company history is strengthening its competitive position as a regional provider.
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. See below and Note 6 – “Secured Credit Facility” for additional information.
Our loan agreements include restrictions on our ability to pay cash dividends to our stockholders. However, we are allowed to pay dividends in an amount up to $3,000,000 in any year as long as no default or event of default has occurred, and our current Total Leverage Ratio is equal to 4.25:1.00 or less. In addition, we are allowed to pay dividends in an unlimited amount in any year as long as no default or event of default has occurred, and our current Total Leverage Ratio is equal to 3.50:1.00 or less. Our Total Leverage Ratio as of September 30, 2025, was 4.90.
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.
Long-Term Debt
See Note 6 – “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.
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 Chief Executive Officer 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 Chief Executive Officer 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 Chief Executive Officer 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 material 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.
Our operations and financial results are subject to various risks and uncertainties, including but not limited to those described below, which could adversely affect our business, financial condition, results of operations, cash flows and the trading price of our common stock. For a summary of our risk factors, see Item 1A – “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated herein by reference.
Risks Relating to Our Business
Our future growth is primarily dependent upon our expansion strategy, which may or may not be successful. We are strategically focused on driving growth by expanding our broadband network to provide services in communities that are in, near or adjacent to our network. This expansion strategy includes our FTTP broadband service. This strategy is relatively new in the marketplace and the success of our strategy will depend on the degree to which we are able to successfully establish and continue to enhance this build, which is not assured. This strategy requires considerable management resources and capital investment, and it is uncertain whether and when it will contribute to positive free cash flow and the degree to which we will otherwise achieve our strategic objectives, on a timely basis or at all. Additionally, we must obtain franchises, construction permits and other regulatory approvals to commence operations in these communities. Delays in entering into regulatory agreements, receiving the necessary franchises and construction permits, procuring needed contractors, materials, or supplies, and conducting the construction itself could adversely impact our scheduled construction plans and, ultimately, our expansion strategy. Difficulty in obtaining necessary resources may also adversely affect our ability to expand into new markets as could our ability to adequately market a new brand to customers unfamiliar to us as we expand into markets where we do not currently operate. We may face resistance from competitors who are already in markets we wish to enter. If our expectations regarding our ability to attract customers in these communities are not met, or if the capital requirements to complete the network investment or the time required to attract our expected level of customers are incorrect, our financial performance and returns on investment may be negatively impacted.
We receive support from various funds established under federal and state laws, and the continued receipt of that support is not assured. A significant portion of our revenues come from network access and subsidies. An order adopted by the FCC in 2011 (2011 Order) significantly impacted the amount of support revenue we receive from the Universal Service Fund (USF), CAF and Intercarrier Compensation (ICC). The 2011 Order reformed core parts of the USF, broadly recast the existing ICC scheme, established the CAF to replace support revenues provided by the USF and redirected support from voice services to broadband services.
We receive subsidy payments from various federal and state universal service support programs, including high-cost support, Lifeline and E-Rate programs for schools and libraries. The total cost of the various FUSF programs has increased significantly in recent years, putting pressure on regulators to reform the programs and to limit both eligibility and support.
We received $12.86 million in the first nine months of 2025, and $11.10 million in the first nine months of 2024, in payments under the federal A-CAM and FUSF programs.
We cannot predict future changes that may have an impact on the subsidies we receive. However, a reduction in subsidies support may directly affect our profitability and cash flows. In addition, the federal debt limit continues to be actively debated as plans for long-term national fiscal policy are discussed. Moreover, over the last decade, including the most recent government shut down which began on October 1, 2025, the United States government has shut down several times and some regulatory agencies have had to furlough employees and stop some activities. Further, the outcome of any budget discussion could have a significant effect on programs that support us. The failure of Congress to approve future budgets or increase the debt ceiling of the of the United States on a timely basis or decrease funding for any of these programs could delay or result in the loss of support payments we receive.
Any delay or reduction in federal support may directly affect our profitability and cash flows and have an adverse effect on our business, results of operations and financial condition.
The imposition of new duties, tariffs, trade barriers and retaliatory countermeasures implemented by the United States and other governments and resulting impact on customer demand may have a material adverse effect on our business, fiber build initiatives, financial condition and results of operations. The implementation of significant changes to United States trade policies, sanctions, legislation, treaties and tariffs, including, but not limited to, significant new tariffs on goods imported into the United States, have introduced uncertainty to our business and may increase the cost of our services and fiber build initiatives, which could reduce our gross margin. The imposition of additional tariffs or other trade barriers by countries outside of the United States may increase our costs, and to the extent these increased costs result in increased prices for our customers, the demand for our services may decrease as our customers seek alternative options, making it more difficult for us to sell our services.
The extent and duration of increased tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our services.
As a result of these dynamics, we may find it difficult to predict the impact to our business of these and future changes to the trading relationships between the United States or other countries or the impact on our business of new laws or regulations adopted by the United States or other countries.
A cyber-attack may lead to unauthorized access to confidential customer, personnel and business information that could adversely affect our business. Attempts by others to gain unauthorized access to organizations' information technology systems are becoming more frequent and sophisticated and are sometimes successful. These attempts may include covertly introducing malware to companies' computers and networks, impersonating authorized users or "hacking" into systems. We seek to prevent, detect, and investigate all security incidents that do occur; however, we may be unable to prevent or detect a significant attack in the future. Significant information technology security failures could result in the theft, loss, damage, unauthorized use, or publication of our confidential business information, which could harm our competitive position, subject us to additional regulatory scrutiny, expose us to litigation or otherwise adversely affect our business. If a security breach results in misuse of our customers' confidential information, we may incur liability as a result.
Risks Relating to Our Stock
The price of our common stock may be volatile and may fluctuate substantially, which could negatively affect the holders of our common stock. The market price of our common stock may fluctuate widely as a result of various factors including, but not limited to, period-to-period fluctuations in our operating results, the volume of the sales of our common stock, the limited number of holders of our common stock and the resulting limited liquidity in our common stock, dilution, developments in the communications industry, the failure of securities analysts to cover our common stock, changes in financial estimates by securities analysts, competitive factors, regulatory developments, labor disruptions, general market conditions and market conditions affecting the stock of communications companies. Communications companies have, in the past, experienced extreme volatility in the trading prices and volumes of their securities, which has often been unrelated to operating performance. Elevated levels of market volatility may have a significant adverse effect on the market price of our common stock. In addition, in the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert management's attention and resources, which could have a material adverse impact on our business, financial condition, results of operations, liquidity, and/or the market price of our common stock.
Risks Relating to Our Indebtedness and Our Capital Structure
We have a substantial amount of debt outstanding due to our FTTP initiatives, which could adversely affect our business and restrict our ability to fund working capital and planned capital expenditures. As of September 30, 2025, we had $144.5 million of debt outstanding. Our substantial amount of expected indebtedness could adversely impact our business, including:
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We may be required to use a substantial portion of our cash flow from operations to make principal and interest payments on our debt, which will reduce funds available for operations, capital expenditures, future business opportunities and strategic initiatives; |
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We may have limited flexibility to react to changes in our business and our industry; |
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It may be more difficult for us to satisfy our other obligations; |
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We may have a limited ability to borrow additional funds or to sell assets to raise funds if needed for working capital, capital expenditures to complete our FTTP initiatives, acquisitions, or other purposes; |
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We may become more vulnerable to general adverse economic and industry conditions, including changes in interest rates; and |
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We may be at a disadvantage compared to our competitors, who have less debt. |
We cannot guarantee that we will generate sufficient revenues to service our debt and have adequate funds left over to achieve or sustain profitability in our operations, meet our working capital and capital expenditure needs or compete successfully in our markets.
Our variable-rate debt subjects us to interest rate risk, which could have an impact on our cost of borrowing and operating results. Certain of our debt obligations are at variable rates of interest and expose us to interest rate risk. Increases in interest rates could have a negative impact on the results of our operations and operating cash flows. We utilize IRSAs to convert a portion of our variable-rate debt to a fixed-rate basis. However, we do not maintain interest rate hedging agreements for all our variable-rate debt and our existing hedging agreements may not fully mitigate our interest rate risk, may prove disadvantageous or may create additional risks. Changes in fair value of cash flow hedges that have been de-designated or determined to be ineffective are recognized in earnings. Significant increases or decreases in the fair value of these cash flow hedges could cause favorable or adverse fluctuations in the results of our operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Repurchases
The company did not purchase any shares under any stock repurchase programs in 2025 or 2024, respectively, and there are no dollar amounts set aside for future repurchases under any stock repurchase plans.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information.
.
Item 6. Exhibits.
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Exhibit |
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Number |
Description |
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10.12 |
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31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 |
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32.2 |
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101.INS |
Inline XBRL Instance Document |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
101 |
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101) |
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.
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NUVERA COMMUNICATIONS, INC. |
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Dated: November 14, 2025 |
By |
/s/ Glenn H. Zerbe |
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Glenn H. Zerbe, President and Chief Executive Officer |
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| Dated: November 14, 2025 | By | /s/ Curtis O. Kawlewski | |
| Curtis O. Kawlewski, Chief Financial Officer | |||