NUVR 8-K
Nuvera Communications, Inc. (NUVR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter). Emerging growth company Yes
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. ☐
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Item 7.01 Regulation FD Disclosure.
The information set forth below under this Item 7.01 is intended to be furnished and is not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor may it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On September 29, 2023, Nuvera Communications, Inc. (“Nuvera’’ or the “Company”) issued a press release announcing that it was suspending dividend payments to its shareholders and would not declare or pay a dividend in the 2023 third quarter. The Company stated the board’s action reflects the Company’s commitment to maximize available capital for the foreseeable future as it executes on its Nuvera Gig Cites™ project. This decision focuses available capital on deploying fiber and capturing the growth opportunity in new and existing markets in southern Minnesota. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K
On September 29, 2023, Nuvera issued a second press release announcing that it had notified the Federal Communications Commission (“FCC”) that Nuvera has decided to remain on the current Alternative Connect American Model (A-CAM) funding, rather than moving to the Enhanced A-CAM (E-ACAM) program that the FCC introduced earlier in 2023. A-CAM is an FCC administered program to subsidize the deployment of broadband to rural areas. E-ACAM is a successor to this program. Broadband providers were required to choose one of the two funding options and notify the FCC by September 29, 2023. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K
The Company has furnished as Exhibit 99.3 to this Form 8-K a Cautionary Statement on Forward-Looking statements.
The Company has furnished as Exhibit 99.4 an Investor Statement dated September 29, 2023.
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description |
| Nuvera Cautionary Statement on Forward Looking Statements dated September 29, 2023. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 2, 2023 | Nuvera Communications, Inc. | |
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| By: | /s/Curtis Kawlewski |
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| Curtis Kawlewski |
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| Its: | Chief Financial Officer |
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Exhibit 99.1
Nuvera Announces Plans to Suspend Dividend as Company Focuses on Preserving Capital for New Fiber Network Growth
NEW ULM, Minnesota – September 29, 2023 – The Board of Directors (Board) of Nuvera Communications, Inc. (OTC: NUVR), a diversified communications company, today announced that it is suspending dividend payments to its shareholders and will not declare or pay a dividend in the 2023 third quarter.
The Board’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.
“Decisions like this are always very difficult, but they are essential as we continue to execute on our transformational opportunity to build a new fiber network to serve our customers,” said Nuvera Board Chairman Perry Meyer. “The Nuvera Gig Cities project is creating a durable future for our company and the infrastructure we need to deliver future value to our shareholders, our customers and the communities we serve.” We intend to make additional disclosures about our current and future liquidity and capital resource needs, our sources and uses of capital, and our future dividend expectations in press releases and public filings with the United States Securities and Exchange Commission.
“Nuvera strongly believes the Nuvera Gig Cities project will deliver increased future value as we strengthen the foundation of our fiber network, build the capacity to scale up speeds rapidly and move the company forward as the leading regional provider in southern Minnesota,” added Nuvera CEO Glenn Zerbe.
About Nuvera
Nuvera Communications is a leading Minnesota broadband provider headquartered in New Ulm, Minnesota. Nuvera’s state-the-art fiber network provides reliable and affordable residential internet service through both fiber-to-the-neighborhood and newly expanding Gig-speed fiber-to-the-home services. Nuvera also provides business services including fiber internet, voice, hosting and managed services. Nuvera serves residents and businesses in New Ulm, Glencoe, Goodhue, Hutchinson, Litchfield, Prior Lake, Redwood Falls, Elko New Market, Savage, Sleepy Eye, Springfield, and surrounding communities. Nuvera also serves customers in Aurelia, Iowa. Nuvera is a Fiber Minnesota partner which cooperatively enables connectivity for multi-location business customer locations, wireless towers, and network connectively to major internet connection transport points. Nuvera Communications, Inc., is a publicly held corporation.
For more information about Nuvera, visit http://www.nuvera.net/investors.
Forward Looking Statements
From time to time, in reports filed with, or furnished to the United States Securities and Exchange Commission, 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.
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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 that could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements.
These risks and uncertainties may include, but are not limited to:
· our decision to actively build and deploy the largest infrastructure project in our company history through the Nuvera Gig Cities™ project construction that we first announced in December 2021;
· our ability to attract and retain customers in our service areas, including the areas serviced by our fiber initiative;
· our ability to finance the deployment of our ongoing infrastructure project and meet our liquidity and capital needs;
· our ability to declare cash dividends in the near-future in light of our commitment to actively build and deploy our largest infrastructure project and support
· our current debt structure may change due to increases in interest rates or our ability to comply with lender loan covenants or any decision we may make to seek additional debt capital;
· elimination of, or changes in the structure or level of, federal or state governmental network support we receive;
· unfavorable general economic conditions that could negatively affect our operating results;
· possible customer payment defaults:
· possible future substantial regulatory change and increased competition;
· our possible pursuit of acquisitions could be expensive or unsuccessful;
· we may not accurately predict technological trends or the success of new products
· a failure in our operational systems or infrastructure could affect our operations;
· data security breaches to us or our customers; and
· possible replacement or turnover of management or key personnel.
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Exhibit 99.2
Nuvera to Remain on the Current A-CAM Funding
New Ulm, Minnesota Sept. 29, 2023 – Nuvera Communications, Inc. a diversified communications company, is announcing that it will remain on the current Alternative Connect American Model (A-CAM) funding, versus moving to the Enhanced A-CAM (E-ACAM) program that was introduced earlier this year. The FCC is requiring providers to choose one of the two funding options by today’s deadline.
A-CAM is a program administered by the FCC to subsidize the deployment of broadband to rural areas. E-ACAM is a successor to this program which requires participating carriers to offer broadband and voice service at speeds of 100/20 Mbps or faster to all E-ACAM required locations within its study area. E-ACAM provides larger subsidies to providers than A-CAM, to support the deployment of higher-speed broadband to rural areas.
“E-ACAM is focused on connectivity solutions that are fast to deploy and low-cost, today that is Fixed Wireless,” said Glenn Zerbe, Nuvera president and CEO. “While Fixed Wireless does provide effective broadband services for rural customers, we feel it is a short-term solution.”
“Broadband usage continues to rapidly increase, with new Nuvera customers choosing 500 Mbps and 1 GB symmetrical speeds over 70 percent of the time when available,” Zerbe said. “Nuvera is focused on building new infrastructure that delivers fiber’s fast symmetrical speeds as a robust long-term solution for our rural and urban customers.”
Nuvera currently owns some 5G Spectrum and provides Fixed Wireless service as a solution in many rural areas. However, as Nuvera invests to meet the demands of its customers and reliably connect future technologies, the company is committed to building fiber to homes and businesses allowing for robust symmetrical service.
In 2021, Nuvera’s $200 million Gig Cities fiber project began rolling out in all the communities it serves, bringing fast, reliable fiber internet to residential and business customers.
Nuvera does not expect changes in their current A-CAM funding for five years.
About Nuvera
Nuvera Communications is a leading Minnesota broadband provider headquartered in New Ulm, Minnesota. Nuvera’s state-the-art fiber network provides reliable and affordable residential internet service through both fiber-to-the-neighborhood and newly expanding Gig-speed fiber-to-the-home services. Nuvera also provides business services including fiber internet, voice, hosting and managed services. Nuvera serves residents and businesses in New Ulm, Glencoe, Goodhue, Hutchinson, Litchfield, Prior Lake, Redwood Falls, Elko New Market, Savage, Sleepy Eye, Springfield and surrounding communities. Nuvera also serves customers in Aurelia, Iowa. Nuvera is a Fiber Minnesota partner which cooperatively enables connectivity for multi-location business customer locations, wireless towers and network connectively to major internet connection transport points. Nuvera Communications, Inc., is a publicly held corporation. For more information about Nuvera or to purchase stock, visit http://www.nuvera.net/investors.
Forward Looking Statements
From time to time, in reports filed with, or furnished to the United States Securities and Exchange Commission, 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.
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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 that could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements.
These risks and uncertainties may include, but are not limited to:
· our decision to actively build and deploy the largest infrastructure project in our company history through the Nuvera Gig Cities™ project construction that we first announced in December 2021;
· our ability to attract and retain customers in our service areas, including the areas serviced by our fiber initiative;
· our ability to finance the deployment of our ongoing infrastructure project and meet our liquidity and capital needs;
· our ability to declare cash dividends in the near-future in light of our commitment to actively build and deploy our largest infrastructure project and support
· our current debt structure may change due to increases in interest rates or our ability to comply with lender loan covenants or any decision we may make to seek additional debt capital;
· elimination of, or changes in the structure or level of, federal or state governmental network support we receive;
· unfavorable general economic conditions that could negatively affect our operating results;
· possible customer payment defaults:
· possible future substantial regulatory change and increased competition;
· our possible pursuit of acquisitions could be expensive or unsuccessful;
· we may not accurately predict technological trends or the success of new products
· a failure in our operational systems or infrastructure could affect our operations;
· data security breaches to us or our customers; and
· possible replacement or turnover of management or key personnel.
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Exhibit 99.3
Nuvera Communications, Inc.
Cautionary Statement on Forward-Looking Statements
September 29, 2023
From time to time, in reports filed with, or furnished to the United States Securities and Exchange Commission, 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.
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 that could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements.
These risks and uncertainties may include, but are not limited to:
· our decision to actively build and deploy the largest infrastructure project in our company history through the Nuvera Gig Cities™ project construction that we first announced in December 2021;
· our ability to attract and retain customers in our service areas, including the areas serviced by our fiber initiative;
· our ability to finance the deployment of our going infrastructure project and meet our liquidity and capital needs;
· our ability to declare cash dividends in the near-future in light of our commitment to actively build and deploy our largest infrastructure project and support
· our current debt structure may change due to increases in interest rates or our ability to comply with lender loan covenants or any decision we may make to seek additional debt capital;
· elimination of, or changes in the structure or level of, federal or state governmental network support we receive;
· unfavorable general economic conditions that could negatively affect our operating results;
· possible customer payment defaults:
· possible future substantial regulatory change and increased competition;
· our possible pursuit of acquisitions could be expensive or unsuccessful;
· we may not accurately predict technological trends or the success of new products
· a failure in our operational systems or infrastructure could affect our operations;
· data security breaches to us or our customers; and
· possible replacement or turnover of management or key personnel.
Exhibit 99.4
Nuvera Communications, Inc.
Investor Statement
October 3, 2023
Recent Announcements
· On September 29, 2023, Nuvera Communications, Inc. (“Nuvera’’ or the “Company”) issued a press release announcing that it was suspending dividend payments to its shareholders and would not declare or pay a dividend in the 2023 third quarter. The Company stated the board’s action reflects the Company’s commitment to maximize available capital for the foreseeable future as it executes on its Nuvera Gig Cites™ project. This decision focuses available capital on deploying fiber and capturing the growth opportunity in new and existing markets in southern Minnesota.
· On September 29, 2023, Nuvera issued a second press release announcing that it had notified the Federal Communications Commission (“FCC”) that Nuvera has decided to remain on the current Alternative Connect American Model (A-CAM) funding, rather than moving to the Enhanced A-CAM (E-ACAM) program that the FCC introduced earlier in 2023. A-CAM is an FCC-administered program to subsidize the deployment of broadband to rural areas. E-ACAM is a successor to this program. Broadband providers were required to choose one of the two funding options and notify the FCC by September 29, 2023.
Additional Investor Information
· Nuvera is actively building and deploying the largest infrastructure project in company history. Focusing Nuvera’s available capital on capturing the current opportunity in southern Minnesota is a significant growth opportunity for the company. When it comes to investing in growth, creating value and returning capital to shareholders, we will always take a balanced and disciplined approach. Access to capital directly affects the speed to deploy, connect customers and the ability to achieve revenue on this infrastructure investment to the company.
· We believe Nuvera’s position is strengthened by our ability to manage a strong balance sheet as we fund our future and build a foundation for delivering value. We continue to manage the business in a dynamic, operating environment shaped by federal policy, financial institutions, the Federal Communications Commission, labor costs and resource availability.
· Customers are directly driving the demand for fiber transformation. In areas we do not have fiber deployed, we are losing customers. Currently, over 86% of new customers in our built-out fiber areas choose the fastest fiber speeds available. Serving customers with fiber allows us to remain competitive, retain existing customers and grow the business.
· Nuvera is committed to creating value for our shareholders. The current investment in the Gig Cities fiber network ensures a competitive product set now and for decades to come. We expect to accelerate our “homes-passed” growth and continue to transition our entire network to fiber.
· Significant capital expenditures are an investment in our company and also the vitality of the communities where we live and work. Many of our local shareholders have connections to these communities and are also committed to the economic vitality of southern Minnesota.
· As we have previously disclosed, in calendar 2022, the Company had net borrowings of $35.4 million, spent approximately $38.0 million in additions to property, plant and equipment and another $15.7 million in acquiring materials for supplies for future construction. We continued this investment in our future in the first six months of 2023, by adding $15.1 million to its property, plant and equipment and purchasing materials and supplies for construction in the amount of $17.5 million. Substantially all of these expenditures were related to the build-out of its fiber network. In addition, during this six month period, the Company had net borrowing of $20.0 million from its credit facility to finance this expansion.
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· As discussed in detail in our Form 10-Q for the 2023 second quarter, as of June 30, 2023, we had approximately $30.2 million worth of available capacity under our existing credit facilities to continue to support our operations and build fiber.
· In our Security and Exchange Commission (“SEC”) filings, we have also disclosed the level of federal and state support we have received and expect to receive to improve customer access in our communities.
· Subsequent to June 30, 2023, we have continued to pursue our fiber initiatives and therefore, the level of our investment and borrowings have changed. We will update these amounts in future SEC filings.
· Our current debt structure may change due to increases in interest rates, our ability to comply with lender loan covenants or any decision we may make to seek additional debt capital to pursue our fiber initiatives.
Future Cash Dividends
We will continue to evaluate our capital allocation while we manage the Gig Cities project in the future. We intend to make additional disclosures about our current and future liquidity and capital resource needs, our sources and uses of capital, and our future dividend expectations in press releases and public filings with the United States Security and Exchange Commission.
For more information about Nuvera, visit http://www.nuvera.net/investors.
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