Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document Information Line Items | ||
Entity Registrant Name | NUVERA COMMUNICATIONS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,190,810 | |
Amendment Flag | false | |
Entity Central Index Key | 0000071557 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING REVENUES: | ||||
Operating Revenues | $ 16,468,371 | $ 11,708,441 | $ 32,440,789 | $ 23,321,627 |
OPERATING EXPENSES: | ||||
Cost of Other Nonregulated Services | 556,161 | 572,429 | 1,067,124 | 1,100,305 |
Depreciation and Amortization | 3,013,579 | 2,280,354 | 6,049,904 | 4,536,202 |
Selling, General and Administrative | 2,399,875 | 2,196,830 | 5,119,606 | 4,161,846 |
Total Operating Expenses | 12,240,208 | 9,998,851 | 24,546,788 | 19,464,479 |
OPERATING INCOME | 4,228,163 | 1,709,590 | 7,894,001 | 3,857,148 |
OTHER (EXPENSE) INCOME | ||||
Interest Expense | (894,568) | (286,004) | (1,832,389) | (572,939) |
Interest/Dividend Income | 90,281 | 87,656 | 111,058 | 141,517 |
Interest During Construction | 39,381 | 36,913 | 76,082 | 68,758 |
Gain (Loss) on Investments | (104,044) | |||
CoBank Patronage Dividends | 403,786 | 290,895 | ||
Other Investment Income | 89,405 | 90,680 | 187,917 | 145,221 |
Total Other Income (Expense) | (675,501) | (70,755) | (1,157,590) | 73,452 |
INCOME BEFORE INCOME TAXES | 3,552,662 | 1,638,835 | 6,736,411 | 3,930,600 |
INCOME TAXES | 994,742 | 458,878 | 1,886,191 | 1,100,570 |
NET INCOME | $ 2,557,920 | $ 1,179,957 | $ 4,850,220 | $ 2,830,030 |
NET INCOME PER SHARE (in Dollars per share) | $ 0.49 | $ 0.23 | $ 0.94 | $ 0.55 |
DIVIDENDS PER SHARE (in Dollars per share) | $ 0.1300 | $ 0.1200 | $ 0.2500 | $ 0.2200 |
WEIGHTED AVERAGE SHARES OUTSTANDING (in Shares) | 5,187,623 | 5,171,597 | 5,182,439 | 5,166,532 |
Service [Member] | ||||
OPERATING REVENUES: | ||||
Operating Revenues | $ 1,827,178 | $ 1,300,386 | $ 3,681,111 | $ 2,627,603 |
Network Access [Member] | ||||
OPERATING REVENUES: | ||||
Operating Revenues | 1,778,167 | 1,630,637 | 3,775,422 | 3,295,652 |
Video [Member] | ||||
OPERATING REVENUES: | ||||
Operating Revenues | 3,048,826 | 2,406,803 | 6,037,863 | 4,716,201 |
OPERATING EXPENSES: | ||||
Cost | 2,677,029 | 2,277,022 | 5,262,655 | 4,428,703 |
Data [Member] | ||||
OPERATING REVENUES: | ||||
Operating Revenues | 5,401,856 | 3,328,998 | 10,803,566 | 6,582,966 |
OPERATING EXPENSES: | ||||
Cost | 576,486 | 588,205 | 1,173,793 | 1,136,508 |
A-CAM/FUSF [Member] | ||||
OPERATING REVENUES: | ||||
Operating Revenues | 3,365,229 | 1,958,979 | 6,103,602 | 3,907,430 |
Other Non Regulated [Member] | ||||
OPERATING REVENUES: | ||||
Operating Revenues | 1,047,115 | 1,082,638 | 2,039,225 | 2,191,775 |
Plant Operations [Member] | ||||
OPERATING EXPENSES: | ||||
Cost | $ 3,017,078 | $ 2,084,011 | $ 5,873,706 | $ 4,100,915 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net Income | $ 2,557,920 | $ 1,179,957 | $ 4,850,220 | $ 2,830,030 |
Other Comprehensive Loss: | ||||
Unrealized Loss on Interest Rate Swaps | (318,978) | (22,579) | (480,881) | (28,178) |
Income Tax Benefit Related to Unrealized Loss on Interest Rate Swaps | 91,037 | 6,444 | 137,244 | 8,043 |
Other Comprehensive Loss: | (227,941) | (16,135) | (343,637) | (20,135) |
Comprehensive Income | $ 2,329,979 | $ 1,163,822 | $ 4,506,583 | $ 2,809,895 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 7,184,154 | $ 1,584,769 |
Receivables, Net of Allowance for Doubtful Accounts of $108,000 and $113,000 | 2,745,010 | 3,977,322 |
Income Taxes Receivable | 305,751 | |
Materials, Supplies, and Inventories | 2,783,990 | 2,581,389 |
Prepaid Expenses and Other Current Assets | 1,277,302 | 770,589 |
Total Current Assets | 13,990,456 | 9,219,820 |
INVESTMENTS & OTHER ASSETS: | ||
Goodwill | 49,903,029 | 49,903,029 |
Intangibles | 25,747,135 | 27,409,020 |
Other Investments | 9,913,417 | 9,170,093 |
Deferred Charges and Other Assets | 68,805 | 21,481 |
Total Investments and Other Assets | 85,632,386 | 86,503,623 |
PROPERTY, PLANT & EQUIPMENT: | ||
Telecommunications Plant | 155,588,260 | 153,138,295 |
Other Property & Equipment | 22,447,304 | 21,705,180 |
Video Plant | 10,611,156 | 10,541,648 |
Total Property, Plant and Equipment | 188,646,720 | 185,385,123 |
Less Accumulated Depreciation | 125,009,555 | 120,877,227 |
Net Property, Plant & Equipment | 63,637,165 | 64,507,896 |
TOTAL ASSETS | 163,260,007 | 160,231,339 |
CURRENT LIABILITIES: | ||
Current Portion of Long-Term Debt, Net of Unamortized Loan Fees | 5,661,645 | 4,511,844 |
Accounts Payable | 2,652,096 | 3,060,987 |
Accrued Income Taxes | 425,440 | |
Other Accrued Taxes | 240,980 | 229,128 |
Deferred Compensation | 54,213 | 55,201 |
Accrued Compensation | 2,090,590 | 2,315,976 |
Other Accrued Liabilities | 724,351 | 767,615 |
Total Current Liabilities | 11,849,315 | 10,940,751 |
LONG-TERM DEBT, Net of Unamortized Loan Fees | 54,813,979 | 57,084,130 |
NONCURRENT LIABILITIES: | ||
Loan Guarantees | 340,538 | 254,383 |
Deferred Income Taxes | 16,003,543 | 16,140,789 |
Other Accrued Liabilities | 658,481 | 234,587 |
Financial Derivative Instruments | 888,131 | 407,250 |
Deferred Compensation | 550,681 | 573,971 |
Total Noncurrent Liabilities | 18,441,374 | 17,610,980 |
COMMITMENTS AND CONTINGENCIES: | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock - $1.66 Par Value, 10,000,000 Shares Authorized, None Issued | ||
Common Stock - $1.66 Par Value, 90,000,000 Shares Authorized, 5,190,810 and 5,175,258 Shares Issued and Outstanding | 8,651,350 | 8,625,430 |
Accumulated Other Comprehensive Loss | (634,658) | (291,021) |
Unearned Compensation | 133,933 | 79,784 |
Retained Earnings | 70,004,714 | 66,181,285 |
Total Stockholders' Equity | 78,155,339 | 74,595,478 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 163,260,007 | $ 160,231,339 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Allowance for Doubtful Accounts (in Dollars) | $ 108,000 | $ 113,000 |
Preferred stock par value (in Dollars per share) | $ 1.66 | $ 1.66 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock par value (in Dollars per share) | $ 1.66 | $ 1.66 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 5,190,810 | 5,175,258 |
Common stock, shares outstanding | 5,190,810 | 5,175,258 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 4,850,220 | $ 2,830,030 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Depreciation and Amortization | 6,100,238 | 4,565,791 |
Unrealized Losses on Investments | 104,044 | |
Undistributed Earnings of Other Equity Investments | (204,422) | (128,372) |
Noncash Patronage Refund | (100,946) | (76,485) |
Distributions from Equity Investments | 200,000 | 200,000 |
Stock Issued in Lieu of Cash Payment | 201,662 | 146,251 |
Stock-based Compensation | 54,149 | 31,479 |
Changes in Assets and Liabilities: | ||
Receivables | 1,233,888 | 237,184 |
Income Taxes Receivable | 305,751 | (213,985) |
Inventories | (202,601) | 371,940 |
Prepaid Expenses | (413,410) | (203,881) |
Deferred Charges | (48,900) | (33,370) |
Accounts Payable | (197,775) | (1,035,071) |
Accrued Income Taxes | 425,440 | (676,508) |
Other Accrued Taxes | 11,852 | 2,392 |
Other Accrued Liabilities | (393,642) | (135,992) |
Deferred Compensation | (24,278) | (25,554) |
Net Cash Provided by Operating Activities | 11,901,270 | 5,855,849 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Additions to Property, Plant, and Equipment, Net | (4,119,328) | (3,003,545) |
Grants Received for Construction of Plant | 390,922 | 323,319 |
Other, Net | (106,959) | (53,000) |
Net Cash Used in Investing Activities | (3,835,365) | (2,733,226) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal Payments of Long-Term Debt | (1,152,600) | (1,350,000) |
Loan Origination Fees | (18,084) | |
Dividends Paid | (1,295,836) | (1,137,037) |
Net Cash Used in Financing Activities | (2,466,520) | (2,487,037) |
NET INCREASE (DECREASE) IN CASH | 5,599,385 | 635,586 |
CASH at Beginning of Period | 1,584,769 | 1,842,092 |
CASH at End of Period | 7,184,154 | 2,477,678 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,803,485 | 543,491 |
Net cash paid for income taxes | $ 1,155,000 | $ 1,991,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS` EQUITY (Unaudited) - USD ($) | Common Stock [Member] | AOCI Attributable to Parent [Member] | Unearned Compensation [Member] | Retained Earnings [Member] | Total |
BALANCE at Dec. 31, 2017 | $ 8,600,108 | $ 20,135 | $ 13,620 | $ 59,814,870 | $ 68,448,733 |
BALANCE (in Shares) at Dec. 31, 2017 | 5,160,065 | ||||
Director's Stock Plan | $ 18,307 | 181,602 | 199,909 | ||
Director's Stock Plan (in Shares) | 10,984 | ||||
Employee Stock Plan | $ 7,015 | 63,696 | 70,711 | ||
Employee Stock Plan (in Shares) | 4,209 | ||||
Restricted Stock Grant | 31,479 | 31,479 | |||
Net Income | 2,830,030 | 2,830,030 | |||
Dividends | (1,137,037) | (1,137,037) | |||
Unrealized Loss on Interest Rate Swap | (20,135) | (20,135) | |||
BALANCE at Jun. 30, 2018 | $ 8,625,430 | 45,099 | 61,753,161 | 70,423,690 | |
BALANCE (in Shares) at Jun. 30, 2018 | 5,175,258 | ||||
BALANCE at Mar. 31, 2018 | $ 8,607,123 | 16,135 | 21,792 | 61,012,632 | 69,657,682 |
BALANCE (in Shares) at Mar. 31, 2018 | 5,164,274 | ||||
Director's Stock Plan | $ 18,307 | 181,602 | 199,909 | ||
Director's Stock Plan (in Shares) | 10,984 | ||||
Restricted Stock Grant | 23,307 | 23,307 | |||
Net Income | 1,179,957 | 1,179,957 | |||
Dividends | (621,030) | (621,030) | |||
Unrealized Loss on Interest Rate Swap | (16,135) | (16,135) | |||
BALANCE at Jun. 30, 2018 | $ 8,625,430 | 45,099 | 61,753,161 | 70,423,690 | |
BALANCE (in Shares) at Jun. 30, 2018 | 5,175,258 | ||||
BALANCE at Dec. 31, 2018 | $ 8,625,430 | (291,021) | 79,784 | 66,181,285 | 74,595,478 |
BALANCE (in Shares) at Dec. 31, 2018 | 5,175,258 | ||||
Director's Stock Plan | $ 15,935 | 164,003 | 179,938 | ||
Director's Stock Plan (in Shares) | 9,561 | ||||
Employee Stock Plan | $ 9,985 | 105,042 | 115,027 | ||
Employee Stock Plan (in Shares) | 5,991 | ||||
Restricted Stock Grant | 54,149 | 54,149 | |||
Net Income | 4,850,220 | 4,850,220 | |||
Dividends | (1,295,836) | (1,295,836) | |||
Unrealized Loss on Interest Rate Swap | (343,637) | (343,637) | |||
BALANCE at Jun. 30, 2019 | $ 8,651,350 | (634,658) | 133,933 | 70,004,714 | 78,155,339 |
BALANCE (in Shares) at Jun. 30, 2019 | 5,190,810 | ||||
BALANCE at Mar. 31, 2019 | $ 8,635,415 | (406,717) | 99,896 | 67,957,596 | 76,286,190 |
BALANCE (in Shares) at Mar. 31, 2019 | 5,181,249 | ||||
Director's Stock Plan | $ 15,935 | 164,003 | 179,938 | ||
Director's Stock Plan (in Shares) | 9,561 | ||||
Restricted Stock Grant | 34,037 | 34,037 | |||
Net Income | 2,557,920 | 2,557,920 | |||
Dividends | (674,805) | (674,805) | |||
Unrealized Loss on Interest Rate Swap | (227,941) | (227,941) | |||
BALANCE at Jun. 30, 2019 | $ 8,651,350 | $ (634,658) | $ 133,933 | $ 70,004,714 | $ 78,155,339 |
BALANCE (in Shares) at Jun. 30, 2019 | 5,190,810 |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1 – Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements of Nuvera Communications, Inc. and its subsidiaries (Nuvera) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information, rules and regulations of the Securities and Exchange Commission (SEC) and, where applicable, conform to the accounting principles as prescribed by federal and state telephone utility regulatory authorities. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted or condensed pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring accruals) considered necessary for the fair presentation of the financial statements and present fairly the results of operations, financial position and cash flows for the interim periods presented as required by Regulation S-X, Rule 10-01. These unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018. The preparation of our financial statements requires our management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities at the date of the financial statements and during the reporting period. Actual results may differ from these estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year as a whole or any other interim period. Our consolidated financial statements report the financial condition and results of operations for Nuvera and its subsidiaries in one business segment: the Communications Segment. Inter-company transactions have been eliminated from the consolidated financial statements. Revenue Recognition See Note 2 – “Revenue Recognition” for a discussion of our revenue recognition policies. Cost of Services (excluding depreciation and amortization) Cost of services includes all costs related to delivery of communication services and products. These operating costs include all costs of performing services and providing related products including engineering, network monitoring and transport cost. Selling, General and Administrative Expenses Selling, general and administrative expenses include direct and indirect selling expenses, customer service, billing and collections, advertising and all other general and administrative costs associated with the operations of the business. Depreciation and Amortization Expense We use the group life method (mass asset accounting) to depreciate the assets of our telephone companies. Telephone plant acquired in a given year is grouped into similar categories and depreciated over the remaining estimated useful life of the group. When an asset is retired, both the asset and the accumulated depreciation associated with that asset are removed from the books. Due to rapid changes in technology, selecting the estimated economic life of communications plant and equipment requires a significant amount of judgment. We periodically review data on expected utilization of new equipment, asset retirement activity and net salvage values to determine adjustments to our depreciation rates. Depreciation expense was $4,388,019 and $3,358,661 for the six months ended June 30, 2019 and 2018. We amortize our definite-lived intangible assets over their estimated useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment. Income Taxes The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Significant components of our deferred taxes arise from differences (i) in the basis of property, plant and equipment due to the use of accelerated depreciation methods for tax purposes, as well as (ii) in partnership investments and intangible assets due to the difference between book and tax basis. Our effective income tax rate is normally higher than the United States tax rate due to state income taxes and permanent differences. We account for income taxes in accordance with GAAP, which requires an asset and liability approach to financial accounting and reporting for income taxes. As required by GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As of June 30, 2019 and December 31, 2018 we had no unrecognized tax benefits. We are primarily subject to United States, Minnesota, Iowa, Nebraska, North Dakota and Wisconsin income taxes. Tax years subsequent to 2014 remain open to examination by federal and state tax authorities. Our policy is to recognize interest and penalties related to income tax matters as income tax expense. As of June 30, 2019 and December 31, 2018 we had no interest or penalties accrued that related to income tax matters. Recent Accounting Developments In August, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-12 (ASU 2017-12), “Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 amends current guidance on accounting for hedges mainly to align more closely an entity’s risk management activities and financial reporting relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. In addition, amendments in ASU 2017-12 simplify the application of hedge accounting by allowing effectiveness assessments to be performed on a qualitative basis after hedge inception. The new guidance is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. The Company adopted ASU 2017-12 as of January 1, 2019 and is applying the guidance to our hedging activities. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and other (Topic 350).” ASU 2017-04 simplifies the accounting for goodwill impairment and removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value limited to the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. The amendments in this update should be applied on a prospective basis. ASU 2017-04 is effective for the Company beginning January 1, 2021. Early adoption is permitted. Management is evaluating the impact the adoption of ASU 2017-04 will have on the Company’s financial statements (if any). In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires entities to use a new forward-looking, expected loss model to estimate credit losses. It also requires additional disclosures relating to the credit quality of trade and other receivables, including information relating to management’s estimate of credit allowances. The Company is required to adopt ASU 2016-13 on January 1, 2020. Early adoption as of January 1, 2019 is permitted. We are evaluating the effects that adoption of ASU 2016-13 will have on our financial position, results of operations and disclosures. We have reviewed all other significant newly issued accounting pronouncements and determined that they are either not applicable to our business or that no material effect is expected on our financial position and results of operations. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Note 2 – Revenue Recognition In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) (Accounting Standards Codification (ASC) 606),” which is a comprehensive revenue recognition standard that supersedes nearly all existing revenue recognition guidance under GAAP. ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers, which steps are to (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when each performance obligation is satisfied. We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective method for open contracts. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606. The Company did not have any material cumulative effect adjustments that would have affected its January 1, 2018 assets, liabilities or retained earnings. The adoption of this new standard by the Company resulted in additional disclosures around the nature and timing of the Company’s performance obligations, deferred revenue contract liabilities, deferred contract cost assets, as well as significant judgements and practical expedients used by the Company in applying the new five-step revenue model. Our revenue contracts with customers may include a promise or promises to deliver services such as broadband, video or voice services. Promised services are considered distinct as the customer can benefit from the services either on their own or together with other resources that are readily available to the customer and the Company’s promise to transfer service to the customer is separately identifiable from other promises in the contract. The Company accounts for services as separate performance obligations. Each service is considered a single performance obligation as it is providing a series of distinct services that are substantially the same and have the same pattern of transfer. The transaction price is determined at contract inception and reflects the amount of consideration to which we expect to be entitled in exchange for transferring service to the customer. This amount is generally equal to the market price of the services promised in the contract and may include promotional or bundling discounts. The majority of our prices are based on tariffed rates filed with regulatory bodies or standard company price lists. The transaction price excludes amounts collected on behalf of third parties such as sales taxes and regulatory fees. Conversely, nonrefundable up-front fees, such as service activation and set-up fees, which are immaterial to our overall revenues, are included in the transaction price. In determining the transaction price, we consider our enforceable rights and obligations within the contract. We do not consider the possibility of a contract being cancelled, renewed or modified, which is consistent with ASC 606-10-32-4. The transaction price is allocated to each performance obligation based on the standalone selling price of the service, net of the related discount, as applicable. Revenue is recognized when performance obligations are satisfied by transferring service to the customer as described below. Significant Judgements The Company often provides multiple services to a customer. Provision of customer premise equipment (CPE) and additional service tiers may have a significant level of integration and interdependency with the subscription voice, video, Internet, or connectivity services. Judgement is required to determine whether provision of CPE, installation services, and additional service tiers are considered distinct and accounted for separately, or not distinct and accounted for together with the subscription services. Allocation of the transaction price to the distinct performance obligations in bundled service subscriptions requires judgement. The transaction price for a bundle of services is frequently less than the sum of standalone selling prices of each individual service. Bundled discounts are allocated proportionally to the selling price of each individual service within the bundle. Standalone selling prices for the Company’s services are directly observable. Disaggregation of Revenue The following table summarizes revenue from contracts with customers for the three months ended June 30, 2019 and 2018: Three Months Ended June 30, 2019 2018 Voice services¹ $ 2,046,301 $ 1,538,270 Network access¹ 1,827,592 1,789,625 Video ¹ 3,045,927 2,402,433 Data ¹ 4,919,624 2,932,280 Directory² 202,829 178,773 Other contracted revenue 3 586,962 593,422 Other 4 274,413 206,325 Revenue from customers 12,903,648 9,641,128 Subsidy and other revenue outside scope of ASC 606 5 3,564,723 2,067,313 Total revenue $ 16,468,371 $ 11,708,441 1 2 3 4 5 For the three months ended June 30, 2019, approximately 76.69% of our total revenue was from month-to-month and other contracted revenue from customers. Approximately 21.64% of our total revenue was from revenue sources outside of the scope of ASC 606. The remaining 1.67% of total revenue was from other sources including CPE and equipment sales and installation. For the three months ended June 30, 2018, approximately 80.58% of our total revenue was from month-to-month and other contracted revenue from customers. Approximately 17.66% of our total revenue was from revenue sources outside of the scope of ASC 606. The remaining 1.76% of total revenue was from other sources including CPE and equipment sales and installation. The following table summarizes revenue from contracts with customers for the six months ended June 30, 2019 and 2018: Six Months Ended June 30, 2019 2018 Voice services¹ $ 4,122,504 $ 3,108,487 Network access¹ 3,873,618 3,512,840 Video ¹ 6,032,313 4,708,042 Data ¹ 9,887,904 5,815,145 Directory² 404,878 350,825 Other contracted revenue 3 1,160,304 1,150,007 Other 4 458,448 423,344 Revenue from customers 25,939,969 19,068,690 Subsidy and other revenue outside scope of ASC 606 5 6,500,820 4,252,937 Total revenue $ 32,440,789 $ 23,321,627 1 2 3 4 This includes CPE and other equipment sales. 5 For the six months ended June 30, 2019, approximately 78.55% of our total revenue was from month-to-month and other contracted revenue from customers. Approximately 20.04% of our total revenue was from revenue sources outside of the scope of ASC 606. The remaining 1.41% of total revenue was from other sources including CPE and equipment sales and installation. For the six months ended June 30, 2018, approximately 79.95% of our total revenue was from month-to-month and other contracted revenue from customers. Approximately 18.24% of our total revenue was from revenue sources outside of the scope of ASC 606. The remaining 1.81% of total revenue was from other sources including CPE and equipment sales and installation. A significant portion of our revenue is derived from customers who may generally cancel their subscriptions at any time without penalty. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from our existing customer base. Revenue from customers with a contractually specified term and non-cancelable service period will be recognized over the term of such contracts, which is generally 3 to 10 years for these types of contracts. Nature of Services Revenues are earned from our customers primarily through the connection to our networks, digital and commercial television (TV) programming, Internet services (high-speed broadband), and hosted and managed services. Revenues for these services are billed based on set rates for monthly service or based on the amount of time the customer is utilizing our facilities. The revenue for these services is recognized over time as the service is rendered. Voice Services – We receive recurring revenue for basic local services that enable end-user customers to make and receive telephone calls within a defined local calling area for a flat monthly fee. In addition to subscribing to basic local telephone services, our customers may choose from a variety of custom calling features such as call waiting, call forwarding, caller identification and voicemail. Customers may generally cancel their subscriptions at any time without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized over a one month service period as the subscription services are delivered. Other optional services purchased by the customer are generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided. Network Access – We provide access services to other communication carriers for the use of our facilities to terminate or originate long distance calls on our network. Additionally, we bill monthly subscriber line charges (SLCs) to substantially all of our customers for access to the public switched network. These SLCs are regulated and approved by the Federal Communications Commission (FCC). In addition, network access revenue is derived from several federally administered pooling arrangements designed to provide support and distribute funding to us. Revenues earned from other communication carriers accessing our network are based on the utilization of our network by these carriers as measured by minutes of use on the network or special access to the network by the individual carriers on monthly basis. Revenues are billed at tariffed access rates for both interstate and intrastate calls and are recognized into revenue monthly based on the period the access was provided. The National Exchange Carriers Association (NECA) pools and redistributes the SLCs to various communication providers through the Connect America Fund. These revenues are earned and recognized into revenue on a monthly basis. Any adjustments to these amounts received by NECA are adjusted for in revenue upon receipt of the adjustment. Video – We provide a variety of enhanced video services on a monthly recurring basis to our customers. We also receive monthly recurring revenue from our subscribers for providing commercial TV programming. Customers may generally cancel their subscriptions at any time without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized over a one month service period as the subscription services are delivered. Other optional services purchased by the customer are generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided. Data – We provide high speed Internet to business and residential customers. Our revenue is earned based on the offering of various flat packages based on the level of service, data speeds and features. We also provide e-mail; web hosting and design, on-line file back up and on-line file storage. Data customers may generally cancel their subscriptions at any time without penalty. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized over a one month service period as the subscription services are delivered. Other optional services purchased by the customer are generally accounted for as a distinct performance obligation when purchased and revenue is recognized when the service is provided. Directory – Our directory publishing revenue in our telephone directories recurs monthly and is recognized into revenue on a monthly basis. Other Contracted Revenue - Managed services and certain other data customers include fiber-delivered communications and managed information technology solutions to mainly business customers, as well as high-capacity last-mile data connectivity services to wireless and wireline carriers. Services are primarily offered on a subscription basis with a contractually specified and non-cancelable service period. The non-cancelable contract terms for these customers generally range from 3 to 10 years. Each subscription service provided is accounted for as a distinct performance obligation and revenue is recognized ratably over the contract period as the subscription services are delivered. These services are billed as monthly recurring charges to customers. Other – We also generate revenue from the sales, service and installation of CPE and other services. Sales and service of CPE are billed and recognized into revenue once the sale or service is complete or delivered. These sales and services are generally short-term in nature and are completed within one month. Other revenues are immaterial to our total revenues. Subsidy and Other Revenue outside the Scope of ASC 606 – We receive subsidies from governmental entities to operate and expand our networks. In addition, we have revenue from leasing arrangements. Both of these revenue streams are outside of the scope of ASC 606. Interstate access rates are established by a nationwide pooling of companies known as the NECA. The FCC established NECA in 1983 to develop and administer interstate access service rates, terms and conditions. Revenues are pooled and redistributed on the basis of a company's actual or average costs. There has been a change in the composition of interstate access charges in recent years, shifting more of the charges to the end user and reducing the amount of access charges paid by interexchange carriers (IXC). We believe this trend will continue. Intrastate access rates are filed with state regulatory commissions in Minnesota and Iowa. From January 1, 2017 through July 31, 2018 we did not receive funding from the Federal Universal Service Fund (FUSF) based on the pooling and redistribution of revenues based on a company's actual or average costs as described above, but instead, elected to receive funding based on the Alternative Connect America Cost Model (A-CAM) as described below. With the acquisition of Scott-Rice Telephone Co. (Scott-Rice) on July 31, 2018, see Note 4 – “Acquisitions and Dispositions,” Nuvera now receives FUSF support for Scott-Rice. The remainder of the Company receives funding from A-CAM as mentioned below. Scott-Rice’s settlements from the pools are based on nationwide average schedules. A-CAM As described above, with the exception of Scott-Rice, the remainder of our companies receive funding from A-CAM. When Nuvera originally elected A-CAM we received annually (i) $391,896 for our Iowa operations and (ii) $6,118,567 for our Minnesota operations. The Company used the annual $6.5 million that it received through the A-CAM program to meet our defined broadband build-out obligations, which the Company is currently completing. These A-CAM payments replaced the Company’s former interstate common line support payments. On May 7, 2018, the FCC issued Public Notice DA 18-465, which contained revised offers of A-CAM support and associated revised service deployment obligations. On May 23, 2018, the Company’s Board of Directors (BOD) authorized and directed the Company to accept the FCC’s revised offer of A-CAM support and the revised associated service deployment obligations. Under the revised FCC offer Notice, the Company was entitled to annually receive (i) $489,870 for its Iowa operations, which was a $97,974 increase per year and (ii) $7,648,208 for its Minnesota operations, which was a $1,529,641 increase per year. The Company used the additional support that it received through the A-CAM program to continue to meet its defined broadband build-out obligations, which the Company is currently completing. A letter of acceptance to elect the revised A-CAM support was filed by the Company with the FCC on May 24, 2018. The FCC accepted the Company’s letter on May 30, 2018. On August 31, 2018 the Company received approximately $3.12 million for the revised A-CAM support. This represented an 18-month true-up for support back to the original election date, and an increased monthly payment representing the new revised A-CAM support offer. On February 25, 2019, the FCC issued Public Notice DA 19-115, which contained revised offers of A-CAM support and associated revised service deployment obligations. On February 27, 2019, the Company’s BOD authorized and directed the Company to accept the FCC’s revised offer of A-CAM support and the revised associated service deployment obligations. Under the revised FCC offer Notice, the Company will be entitled to annually receive (i) $596,084 for its Iowa operations, which was a $106,214 increase per year and (ii) $8,354,481 for its Minnesota operations, which was a $706,273 increase per year. The Company will receive the revised A-CAM offer over the next 10 years starting in 2019. The Company will use the additional support that it receives through the A-CAM program to continue to meet its defined broadband build-out obligations, which the Company is currently completing. A letter of acceptance to elect the revised A-CAM support was filed by the Company with the FCC on March 8, 2019. The FCC accepted the Company’s letter on March 11, 2019. In the second quarter of 2019, the Company received a true-up payment for support back to January 1, 2019 and an increased monthly payment representing the new revised A-CAM support offer. The following table provides information about our receivables, contracts assets and contract liabilities from revenue contracts with our customers: January 1, 2019 June 30, 2019 Increase/ (Decrease) Contract Assets: Short-term contract assets $ - $ 22,797 $ 22,797 ¹ Long-term contract assets - 64,942 64,942 ¹ Contract Liabilities: Short-term contract liabilities 288,709 253,473 (35,236) ¹ Long-term contract liabilities 234,587 212,659 (21,928) ¹ Receivables: Receivables accounted for under ASC 606 3,311,629 2,010,035 (1,301,594) ² Subsidy Receivables not accounted for under ASC 606 678,174 745,880 67,706 ³ ¹ The difference is due to the timing of the contract billings and commissions. ² The decrease in accounts receivable is due to the timing of receipts. ³ This receivable is for A-CAM funding. Contract Assets Contract assets arise from costs that are incremental to the acquisition of a contract. Incremental costs are those that result directly from obtaining a contract or costs that would not have been incurred if the contract had not been obtained, which primarily relates to sales commissions. Sales commissions are capitalized when paid and are recorded as a contract asset. Sales commissions are then amortized monthly over the life of the contract as the contract obligations are satisfied. Contract Liabilities Short-term contract liabilities include deferred revenues for advanced payments for managed services and other long-term contracts. This includes the current portion of the deferred revenues that will be recognized monthly within one year. Long-term contract liabilities include deferred revenues for advanced payments for managed services and other long-term contracts. This includes the portion longer than one year and the corresponding deferred revenues are recognized into revenue on a monthly basis based on the term of the contracts. Receivables A receivable is recognized in the period the Company provides goods and services when the Company’s right to consideration is unconditional. Payment terms on invoiced amounts are generally 30-60 days. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 3 – Leases In February 2016, the FASB issued ASU 2016-02, “Leases,” which, together with its related clarifying ASUs, provided revised guidance for lease accounting and related disclosure requirements and established a right-to-use (ROU) model that requires lessees to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. This guidance was effective for us on January 1, 2019. We adopted the standard using the modified retrospective method which applied to leases that exist or were entered into on or after January 1, 2019. The Company elected to utilize the package of practical expedients that allows to 1) not reassess whether any expired or existing contracts are or contain leases, 2) retain the existing classification of lease contracts as of the date of adoption and 3) not reassess initial direct costs for any existing leases. The ASU also requires disclosures to allow financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. On January 1, 2019, upon adoption of ASU 2016-02, the Company recorded an Operating Lease ROU of $599,308, a short-term operating lease liability of $100,844 and a long-term operating lease liability of $498,464. The Company used an estimated incremental borrowing rate of 6%, which approximates our fixed CoBank, ACB (CoBank) borrowing rate to determine the inception present value at January 1, 2019. The terms of our leases range from two to seventeen years. The following table includes the ROU and operating lease liabilities as of June 30, 2019. Right of Use Asset Balance Operating Lease right-of-use assets $ 548,886 Operating Lease Liability Balance Short-Term Operating Lease Liability $ 103,063 Long-Term Operating Lease Liability 445,823 Total $ 548,886 Maturity analysis under these lease agreements are as follows: Maturity Analysis Balance 2019 (remaining) $ 68,401 2020 108,308 2021 50,397 2022 50,397 2023 50,397 Thereafter 460,992 Total 788,892 Less Imputed interest (240,006) Present Value of Operating Leases $ 548,886 We amortize or leases over the shorter of the term of the lease or the useful life of the asset. Lease expense for the three and six months ended June 30, 2019 was $34,200 and $68,401. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block] | Note 4 – Acquisitions and Dispositions Scott-Rice Telephone Co. Acquisition On July 31, 2018, the Company announced that it had completed its acquisition of Scott-Rice from Allstream Business U.S., LLC, an affiliate of Zayo Group Holdings, Inc. (Zayo) for approximately $42 million in cash. Scott-Rice provides phone, video and internet services with more than 18,000 connections, serving the communities of Prior Lake, Savage, Elko and New Market, Minnesota. The combined Nuvera/Scott-Rice Company has approximately 66,000 connections. Nuvera financed the acquisition with its principal lender, CoBank. Further information regarding the CoBank loan terms and amounts can be found on the Company’s 8-K filed with the SEC on August 3, 2018. The allocation of the acquisition value of Scott-Rice, as determined by an independent valuation firm, is shown below: Current assets $ 810,927 Property, plant and equipment 23,800,000 Customer relationship intangible 13,600,000 Excess costs over net assets acquired (Goodwill) 10,097,680 Current liabilities (370,898) Deferred income taxes (5,532,014) Deferred liabilities (264,814) Purchase price allocation 42,140,881 Less cash acquired (4,388) Total Consideration for Acquisition $ 42,136,493 The acquisition was accounted for using the acquisition method of accounting in accordance with current standards. As a result, the fair value of the consideration paid, which consists of approximately $42 million in cash, has been allocated to the fair value of the assets and liabilities received. The allocation of the purchase price to Scott-Rice’s assets and liabilities has been based on estimates of fair values. Criteria have been established in ASC 805, “Business Combinations” for determining whether intangible assets should be recognized separately from goodwill. Based upon our fair value allocation, the excess of the purchase price and acquisition costs over the fair value of the net identifiable tangible assets acquired was $23,697,680, which is not deductible for income tax purposes. The Company recorded an intangible asset related to the acquired company’s customer relationships of $13,600,000. The estimated useful life of the customer relationship intangible is fifteen years. Pro Forma Financial Information On July 31, 2018, Nuvera completed the acquisition of Scott-Rice. The following pro forma results presented are for the three and six months ended June 30, 2019 and 2018, as if the acquisition had been completed on January 1, 2018. The Company has provided this pro forma condensed Statement of Income to facilitate analysis of the Statement of Income. The pro forma statements do not reflect any effect of operating efficiencies, cost savings and other benefits anticipated by the Company’s management as a result of the acquisition. Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue $ 16,468,371 $ 15,454,221 $ 32,440,789 $ 30,792,803 Net Income $ 2,557,920 $ 1,660,473 $ 4,850,220 $ 3,793,254 Basic and Diluted Net Income Per Share $ 0.49 $ 0.32 $ 0.94 $ 0.73 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 5 – Fair Value Measurements We have adopted the rules prescribed under GAAP for our financial assets and liabilities. GAAP includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of the following three levels: Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs that are derived principally from or corroborated by observable market data. Level 3: Inputs are derived from valuation techniques where one or more significant inputs or value drivers are unobservable. We have used financial derivative instruments to manage our overall cash flow exposure to fluctuations in interest rates. We accounted for derivative instruments in accordance with GAAP that requires derivative instruments to be recorded on the balance sheet at fair value. Changes in fair value of derivative instruments must be recognized in earnings unless specific hedge accounting criteria are met, in which case, the gains and losses are included in other comprehensive income rather than in earnings. We have entered into an interest rate swap agreement (IRSA) with our lender, CoBank, to manage our cash flow exposure to fluctuations in interest rates. This instrument is designated as a cash flow hedge and is effective at mitigating the risk of fluctuations on interest rates in the market place. Any gains or losses related to changes in the fair value of this derivative is accounted for as a component of accumulated other comprehensive income (loss) for as long as the hedge remains effective. The fair value of our IRSA is discussed in Note 8 – “Interest Rate Swaps”. The fair value of our swap agreement was determined based on Level 2 inputs. Other Financial Instruments Other Investments - It is difficult to estimate a fair value for equity investments without a readily determinable fair value due to a lack of observable transaction prices. We conducted an evaluation of our investments in all of our companies in connection with the preparation of our audited financial statements at December 31, 2018. As of June 30, 2019, we believe the carrying value of our investments is not impaired. Debt – We estimate the fair value of our long-term debt based on the discounted future cash flows we expect to pay using current rates of borrowing for similar types of debt. Fair value of the debt approximates carrying value. Other Financial Instruments - Our financial instruments also include cash equivalents, trade accounts receivable and accounts payable where the current carrying amounts approximate fair market value. |
Goodwill and Intangibles
Goodwill and Intangibles | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6 – Goodwill and Intangibles We account for goodwill and other intangible assets under GAAP. Under GAAP, goodwill and intangible assets with indefinite useful lives are not amortized, but are instead tested for impairment (i) on at least an annual basis and (ii) when changes in circumstances indicate that the fair value of goodwill may be below its carrying value. Our goodwill totaled $49,903,029 at June 30, 2019 and December 31, 2018. As required by GAAP, we do not amortize goodwill and other intangible assets with indefinite lives, but test for impairment on an annual basis or earlier if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount. These circumstances include, but are not limited to (i) a significant adverse change in the business climate, (ii) unanticipated competition or (iii) an adverse action or assessment by a regulator. Determining impairment involves estimating the fair value of a reporting unit using a combination of (i) the income or discounted cash flows approach and (ii) the market approach that utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds its fair value, the amount of the impairment loss must be measured. The impairment loss is calculated by comparing the implied fair value of the reporting unit’s goodwill to its carrying amount. In calculating the implied fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied value of goodwill. We recognize impairment loss when the carrying amount of goodwill exceeds its implied fair value. In 2018 and 2017, we engaged an independent valuation firm to complete our annual impairment testing for existing goodwill. For 2018 and 2017, the testing results indicated no impairment charge to goodwill as the determined fair value was sufficient to pass the first step of the impairment test. Our intangible assets subject to amortization consist of acquired customer relationships, regulatory rights and trade names. We amortize intangible assets with finite lives over their respective estimated useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment. In addition, we periodically reassess the carrying value, useful lives and classifications of our identifiable intangible assets. The components of our identified intangible assets are as follows: June 30, 2019 December 31, 2018 Gross Carrying Amount Gross Carrying Amount Useful Lives Accumulated Amortization Accumulated Amortization Definite-Lived Intangible Assets Customers Relationships 14-15 yrs $ 42,878,445 $ 21,318,385 $ 42,878,445 $ 19,820,843 Regulatory Rights 15 yrs 4,000,000 3,066,639 4,000,000 2,933,307 Trade Name 3-5 yrs 880,106 626,392 880,106 595,381 Indefinitely-Lived Intangible Assets Video Franchise 3,000,000 - 3,000,000 - Total $ 50,758,551 $ 25,011,416 $ 50,758,551 $ 23,349,531 Net Identified Intangible Assets $ 25,747,135 $ 27,409,020 Amortization expense related to the definite-lived intangible assets was $1,661,885 and $1,177,541 for the six months ended June 30, 2019 and 2018. Amortization expense for the remaining six months of 2019 and the five years subsequent to 2019 is estimated to be: · (July 1 – December 31) $ 1,661,886 · $ 3,323,771 · 2021 $ 2,323,726 · $ 1,952,376 · 2023 $ 1,660,295 · $ 1,623,654 |
Secured Credit Facility
Secured Credit Facility | 6 Months Ended |
Jun. 30, 2019 | |
Secured Credit Facility [Abstract] | |
Secured Credit Facility [Text Block] | Note 7 – Secured Credit Facility On July 31, 2018, we entered into an Amended and Restated master loan agreement (MLA) with CoBank. This MLA refinanced and replaced the existing credit facility between CoBank and Nuvera and its subsidiaries. Nuvera and its respective subsidiaries also have entered into security agreements under which substantially all the assets of Nuvera and its respective subsidiaries have been pledged to CoBank as collateral. In addition, Nuvera and its respective subsidiaries have guaranteed all the obligations under the credit facility. These mortgage notes are required to be paid in quarterly installments covering principal and interest, beginning in the year of issue and maturing on July 31, 2025. As described in Note 8 – “Interest Rate Swaps,” on August 1, 2018 we entered into an IRSA with CoBank covering 25 percent of our existing debt balance or $16,137,500 of our aggregate indebtedness to Co Bank at August 1, 2018. The swap effectively locks in our interest rate on 25 percent of our variable-rate debt through July 2025. Under this IRSA, we have changed the variable rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the IRSA, we pay a fixed contractual interest rate and (i) make an additional payment if the LIBOR variable rate payment is below a contractual rate or (ii) receive a payment if the LIBOR variable rate payment is above the contractual rate. As of June 30, 2019, our IRSA covered $14,984,900, with a weighted average rate of 6.02%. Our remaining debt of $56.1 million ($10.0 million available under the revolving credit facilities and $46.1 million currently outstanding) remains subject to variable interest rates at an effective weighted average interest rate of 5.41%, as of June 30, 2019. Our loan agreements include restrictions on our ability to pay cash dividends to our stockholders. However, we are allowed to pay dividends (a) (i) in an amount up to $2,700,000 in any year if our “Total Leverage Ratio,” that is, the ratio of our “Indebtedness” to “EBITDA” (earnings before interest, taxes, depreciation and amortization – as defined in the loan documents) is greater than 2.00 to 1.00, and (ii) in any amount if our Total Leverage Ratio is less than 2.00 to 1.00, and (b) in either case, if we are not in default or potential default under the loan agreements. Our current Total Leverage Ratio at June 30, 2019 is 2.16. Our credit facility requires us to comply with specified financial ratios and tests. These financial ratios include total leverage ratio, debt service coverage ratio, equity to total assets ratio and annual maximum aggregate capital expenditures. At June 30, 2019, we were in compliance with all the stipulated financial ratios in our loan agreements. There are security and loan agreements underlying our current CoBank credit facility that contain restrictions on our distributions to stockholders and investment in, or loans, to others. Also, our credit facility contains restrictions that, among other things, limits or restricts our ability to enter into guarantees and contingent liabilities, incur additional debt, issue stock, transact asset sales, transfers or dispositions, and engage in mergers and acquisitions, without CoBank approval. |
Interest Rate Swaps
Interest Rate Swaps | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Financial Instruments Disclosure [Text Block] | Note 8 – Interest Rate Swaps We assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities. We generally use variable-rate debt to finance our operations, capital expenditures and acquisitions. These variable-rate debt obligations expose us to variability in interest payments due to changes in interest rates. The terms of our credit facility with CoBank require that we enter into interest rate agreements designed to protect us against fluctuations in interest rates, in an aggregate principal amount and for a duration determined under the credit facility. To meet this objective, on August 1, 2018 we entered into an IRSA with CoBank covering 25 percent of our existing outstanding debt balance or $16,137,500 of our aggregate indebtedness to CoBank at August 1, 2018. The swap effectively locked in the interest rate on 25 percent of our variable-rate debt through July 2025. Under this IRSA, we have changed the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the IRSA, we pay a fixed contractual interest rate and (i) make an additional payment if the LIBOR variable rate payment is below a contractual rate or (ii) receive a payment if the LIBOR variable rate payment is above the contractual rate. Each month, we make interest payments to CoBank under its loan agreements based on the current applicable LIBOR Rate plus the contractual LIBOR margin then in effect with respect to the loan, without reflecting our IRSA. At the end of each calendar month , CoBank adjust s 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 . N et 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 income, which is classified in stockholders’ equity, into earnings on the consolidated statements of income. The fair value of the Company’s IRSA is determined based on valuations received from CoBank and are based on the present value of expected future cash flows using discount rates appropriate with the terms of the IRSA. The fair value indicates an estimated amount we would be required to pay if the contracts were canceled or transferred to other parties. At June 30, 2019, the fair value liability of the swap was $888,131, which has been recorded net of deferred tax benefit of $253,473, for the $634,658 in accumulated other comprehensive loss. |
Other Investments
Other Investments | 6 Months Ended |
Jun. 30, 2019 | |
Other Investments [Abstract] | |
Other Investments [Text Block] | Note 9 – Other Investments We are a co-investor with other rural telephone companies in several partnerships and limited liability companies. These joint ventures make it possible to offer services to customers, including digital video services and fiber-optic transport services that we would have difficulty offering on our own. These joint ventures also make it possible to invest in new technologies with a lower level of financial risk. We recognize income and losses from these investments on the equity method of accounting. For a listing of our investments, see Note 12 – “Segment Information”. In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company adopted ASU 2016-01 as of January 1, 2018. As of June 30, 2019, we recorded a loss on one of our investments of $104,044. |
Guarantees
Guarantees | 6 Months Ended |
Jun. 30, 2019 | |
Guarantees [Abstract] | |
Guarantees [Text Block] | Note 10 – Guarantees Nuvera has guaranteed a portion of a ten-year loan owed by FiberComm, LC, originally set to mature on September 30, 2021. As of June 30, 2019, we have recorded a liability of $340,538 in connection with the guarantee on this loan. This guarantee may be exercised if FiberComm, LC does not make its required payments on this note. On September 14, 2018, FiberComm, LC opened a new construction loan on which it may draw funds, up to $4 million, to complete the construction of a data center/carrier hotel in downtown Sioux City, Iowa. On March 31, 2019, the remaining balance of the existing ten-year loan, with an original maturity date of September 30, 2021, was combined with the amount of funds drawn on the new construction loan into one note, maturing on April 30, 2026. This new note is a seven-year note, utilizing a ten-year amortization schedule, with a balloon payment due in April 2026. Nuvera has guaranteed a 50% pro rata portion (existing 20% ownership) of the new construction loan. |
Restricted Stock Units (RSU)
Restricted Stock Units (RSU) | 6 Months Ended |
Jun. 30, 2019 | |
Restricted Stock Unit [Abstract] | |
Restricted Stock Unit [Text Block] | Note 11 – Restricted Stock Units (RSU) On February 24, 2017, our BOD adopted the 2017 Omnibus Stock Plan (2017 Plan) effective May 25, 2017. The shareholders of the Company approved the 2017 Plan at the May 25, 2017 Annual Meeting of Shareholders. The purpose of the 2017 Plan was to enable Nuvera and its subsidiaries to attract and retain talented and experienced people, closely link employee compensation with performance realized by shareholders, and reward long-term results with long-term compensation. The 2017 Plan enables the Company to grant stock incentive awards to current and new employees, including officers, and to Board members and service providers. The 2017 Plan permits stock incentive awards in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, RSUs, performance stock, performance units, and other awards in stock or cash. The 2017 Plan permits the issuance of up to 625,000 shares of our Common Stock in any of the above stock awards. Starting in 2017 and each subsequent year following 2017, our BOD and Compensation Committee granted and will grant awards to the Company’s executive officers under the 2017 Plan. We recognize share-based compensation expense for these RSUs over the vesting period of the RSUs’ which is determined by our BOD. Each executive officer received or will receive time-based RSUs and performance-based RSUs. The time-based RSUs are computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock on a date set by the BOD, and will vest over a three-year period based on the executive officer being employed by the Company on the vesting date. The performance-based RSUs are also computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock on a date set by the BOD, and will vest over a three-year period based on the Company attaining an average Return on Invested Capital (ROIC) over that three year period. The ROIC target is set by the BOD. The executive officer must also be employed by the Company on the vesting date to receive the performance-based RSUs. Executive officers may earn more or less performance-based RSU’s based on if the actual ROIC over the time period is more or less than target. Upon vesting of either time-based or performance-based RSUs, the executive officers will be able to receive Common Stock in the Company in exchange for the RSUs. RSUs currently issued or forfeited is as follows: Targeted Performance-Based RSU's Closing Stock Price Time-Based RSU's Vesting Date Balance at December 31, 2016 - - Issued 6,077 - $ 13.00 12/31/2019 Excercised - - Forfeited - - Balance at December 31, 2017 6,077 - Issued 4,044 5,750 $ 17.00 12/31/2020 Excercised - - Forfeited (1,404) (750) Balance at December 31, 2018 8,717 5,000 Issued 3,172 4,781 $ 19.26 12/31/2021 Excercised - - Forfeited - - Balance at June 30, 2019 11,889 9,781 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 12 – Segment Information We operate in the Communications Segment and have no other significant business segments. The Communications Segment consists of voice, data and video communication services delivered to the customer over our local communications network. No single customer accounted for a material portion of our consolidated revenues. The Communications Segment operates the following incumbent local exchange carriers (ILECs) and competitive local exchange carriers (CLECs) and has investment ownership interests as follows: Communications Segment ● ▪ ▪ ▪ ▪ ▪ ▪ ● ▪ ▪ ● ▪ ▪ ▪ ▪ |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 13 – Commitments and Contingencies We are involved in certain contractual disputes in the ordinary course of business. We do not believe the ultimate resolution of any of these existing matters will have a material adverse effect on our financial position, results of operations or cash flows. We did not experience any changes to material contractual obligations in the first six months of 2019. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for the discussion relating to commitments and contingencies. |
Broadband Grants
Broadband Grants | 6 Months Ended |
Jun. 30, 2019 | |
Broadband Grants [Abstract] | |
Broadband Grants [Text Block] | Note 14 – Broadband Grants In January 2017, the Company was awarded a broadband grant from the Minnesota Department of Employment and Economic Development (DEED). The grant provided up to 45% of the total cost of building fiber connections to homes and businesses for improved high-speed internet in unserved or underserved communities and businesses in the Company’s service area. The Company was eligible to receive $850,486 of the $1,889,968 total project costs. The Company provided the remaining 55% matching funds. At March 31, 2019, the Company has received $765,465. These projects were completed below the awarded project costs and final documentation was provided to the DEED office in October 2018. In November 2017, the Company was awarded a broadband grant from the DEED. The grant provided up to 42.6% of the total cost of building fiber connections to homes and businesses for improved high-speed internet in unserved or underserved communities and businesses in the Company’s service area. The Company was eligible to receive $736,598 of the $1,727,998 total project costs. The Company provided the remaining 57.4% matching funds. Construction and expenditures for these projects began in 2018. We have not received any funds for these projects as of June 30, 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 15 – Subsequent Events We have evaluated and disclosed subsequent events through the filing date of this Quarterly Report on Form 10-Q. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Revenue [Policy Text Block] | Revenue Recognition See Note 2 – “Revenue Recognition” for a discussion of our revenue recognition policies. |
Cost of Goods and Service [Policy Text Block] | Cost of Services (excluding depreciation and amortization) Cost of services includes all costs related to delivery of communication services and products. These operating costs include all costs of performing services and providing related products including engineering, network monitoring and transport cost. |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | Selling, General and Administrative Expenses Selling, general and administrative expenses include direct and indirect selling expenses, customer service, billing and collections, advertising and all other general and administrative costs associated with the operations of the business. |
Depreciation, Depletion, and Amortization [Policy Text Block] | Depreciation and Amortization Expense We use the group life method (mass asset accounting) to depreciate the assets of our telephone companies. Telephone plant acquired in a given year is grouped into similar categories and depreciated over the remaining estimated useful life of the group. When an asset is retired, both the asset and the accumulated depreciation associated with that asset are removed from the books. Due to rapid changes in technology, selecting the estimated economic life of communications plant and equipment requires a significant amount of judgment. We periodically review data on expected utilization of new equipment, asset retirement activity and net salvage values to determine adjustments to our depreciation rates. Depreciation expense was $4,388,019 and $3,358,661 for the six months ended June 30, 2019 and 2018. We amortize our definite-lived intangible assets over their estimated useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment. |
Income Tax, Policy [Policy Text Block] | Income Taxes The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Significant components of our deferred taxes arise from differences (i) in the basis of property, plant and equipment due to the use of accelerated depreciation methods for tax purposes, as well as (ii) in partnership investments and intangible assets due to the difference between book and tax basis. Our effective income tax rate is normally higher than the United States tax rate due to state income taxes and permanent differences. We account for income taxes in accordance with GAAP, which requires an asset and liability approach to financial accounting and reporting for income taxes. As required by GAAP, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. As of June 30, 2019 and December 31, 2018 we had no unrecognized tax benefits. We are primarily subject to United States, Minnesota, Iowa, Nebraska, North Dakota and Wisconsin income taxes. Tax years subsequent to 2014 remain open to examination by federal and state tax authorities. Our policy is to recognize interest and penalties related to income tax matters as income tax expense. As of June 30, 2019 and December 31, 2018 we had no interest or penalties accrued that related to income tax matters. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Developments In August, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-12 (ASU 2017-12), “Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 amends current guidance on accounting for hedges mainly to align more closely an entity’s risk management activities and financial reporting relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. In addition, amendments in ASU 2017-12 simplify the application of hedge accounting by allowing effectiveness assessments to be performed on a qualitative basis after hedge inception. The new guidance is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. The Company adopted ASU 2017-12 as of January 1, 2019 and is applying the guidance to our hedging activities. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and other (Topic 350).” ASU 2017-04 simplifies the accounting for goodwill impairment and removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value limited to the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. The amendments in this update should be applied on a prospective basis. ASU 2017-04 is effective for the Company beginning January 1, 2021. Early adoption is permitted. Management is evaluating the impact the adoption of ASU 2017-04 will have on the Company’s financial statements (if any). In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires entities to use a new forward-looking, expected loss model to estimate credit losses. It also requires additional disclosures relating to the credit quality of trade and other receivables, including information relating to management’s estimate of credit allowances. The Company is required to adopt ASU 2016-13 on January 1, 2020. Early adoption as of January 1, 2019 is permitted. We are evaluating the effects that adoption of ASU 2016-13 will have on our financial position, results of operations and disclosures. We have reviewed all other significant newly issued accounting pronouncements and determined that they are either not applicable to our business or that no material effect is expected on our financial position and results of operations. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended June 30, 2019 2018 Voice services¹ $ 2,046,301 $ 1,538,270 Network access¹ 1,827,592 1,789,625 Video ¹ 3,045,927 2,402,433 Data ¹ 4,919,624 2,932,280 Directory² 202,829 178,773 Other contracted revenue 3 586,962 593,422 Other 4 274,413 206,325 Revenue from customers 12,903,648 9,641,128 Subsidy and other revenue outside scope of ASC 606 5 3,564,723 2,067,313 Total revenue $ 16,468,371 $ 11,708,441 1 2 3 4 5 Six Months Ended June 30, 2019 2018 Voice services¹ $ 4,122,504 $ 3,108,487 Network access¹ 3,873,618 3,512,840 Video ¹ 6,032,313 4,708,042 Data ¹ 9,887,904 5,815,145 Directory² 404,878 350,825 Other contracted revenue 3 1,160,304 1,150,007 Other 4 458,448 423,344 Revenue from customers 25,939,969 19,068,690 Subsidy and other revenue outside scope of ASC 606 5 6,500,820 4,252,937 Total revenue $ 32,440,789 $ 23,321,627 1 2 3 4 This includes CPE and other equipment sales. 5 |
Contract with Customer, Asset and Liability [Table Text Block] | January 1, 2019 June 30, 2019 Increase/ (Decrease) Contract Assets: Short-term contract assets $ - $ 22,797 $ 22,797 ¹ Long-term contract assets - 64,942 64,942 ¹ Contract Liabilities: Short-term contract liabilities 288,709 253,473 (35,236) ¹ Long-term contract liabilities 234,587 212,659 (21,928) ¹ Receivables: Receivables accounted for under ASC 606 3,311,629 2,010,035 (1,301,594) ² Subsidy Receivables not accounted for under ASC 606 678,174 745,880 67,706 ³ ¹ The difference is due to the timing of the contract billings and commissions. ² The decrease in accounts receivable is due to the timing of receipts. ³ This receivable is for A-CAM funding. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Text Block [Abstract] | |
ROU And Operating Lease Liabilities [Table Text Block] | Right of Use Asset Balance Operating Lease right-of-use assets $ 548,886 Operating Lease Liability Balance Short-Term Operating Lease Liability $ 103,063 Long-Term Operating Lease Liability 445,823 Total $ 548,886 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity Analysis Balance 2019 (remaining) $ 68,401 2020 108,308 2021 50,397 2022 50,397 2023 50,397 Thereafter 460,992 Total 788,892 Less Imputed interest (240,006) Present Value of Operating Leases $ 548,886 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Current assets $ 810,927 Property, plant and equipment 23,800,000 Customer relationship intangible 13,600,000 Excess costs over net assets acquired (Goodwill) 10,097,680 Current liabilities (370,898) Deferred income taxes (5,532,014) Deferred liabilities (264,814) Purchase price allocation 42,140,881 Less cash acquired (4,388) Total Consideration for Acquisition $ 42,136,493 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue $ 16,468,371 $ 15,454,221 $ 32,440,789 $ 30,792,803 Net Income $ 2,557,920 $ 1,660,473 $ 4,850,220 $ 3,793,254 Basic and Diluted Net Income Per Share $ 0.49 $ 0.32 $ 0.94 $ 0.73 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2019 December 31, 2018 Gross Carrying Amount Gross Carrying Amount Useful Lives Accumulated Amortization Accumulated Amortization Definite-Lived Intangible Assets Customers Relationships 14-15 yrs $ 42,878,445 $ 21,318,385 $ 42,878,445 $ 19,820,843 Regulatory Rights 15 yrs 4,000,000 3,066,639 4,000,000 2,933,307 Trade Name 3-5 yrs 880,106 626,392 880,106 595,381 Indefinitely-Lived Intangible Assets Video Franchise 3,000,000 - 3,000,000 - Total $ 50,758,551 $ 25,011,416 $ 50,758,551 $ 23,349,531 Net Identified Intangible Assets $ 25,747,135 $ 27,409,020 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | · (July 1 – December 31) $ 1,661,886 · $ 3,323,771 · 2021 $ 2,323,726 · $ 1,952,376 · 2023 $ 1,660,295 · $ 1,623,654 |
Restricted Stock Units (RSU) (T
Restricted Stock Units (RSU) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restricted Stock Unit [Abstract] | |
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Targeted Performance-Based RSU's Closing Stock Price Time-Based RSU's Vesting Date Balance at December 31, 2016 - - Issued 6,077 - $ 13.00 12/31/2019 Excercised - - Forfeited - - Balance at December 31, 2017 6,077 - Issued 4,044 5,750 $ 17.00 12/31/2020 Excercised - - Forfeited (1,404) (750) Balance at December 31, 2018 8,717 5,000 Issued 3,172 4,781 $ 19.26 12/31/2021 Excercised - - Forfeited - - Balance at June 30, 2019 11,889 9,781 |
Basis of Presentation and Con_2
Basis of Presentation and Consolidation (Details) | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |||
Number of Reportable Segments | 1 | ||
Depreciation | $ 4,388,019 | $ 3,358,661 | |
Unrecognized Tax Benefits | $ 0 | $ 0 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Disaggregation of Revenue | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Minimum [Member] | ||||
Revenue Recognition (Details) - Disaggregation of Revenue [Line Items] | ||||
Contract Term | 3 years | |||
Maximum [Member] | ||||
Revenue Recognition (Details) - Disaggregation of Revenue [Line Items] | ||||
Contract Term | 10 years | |||
Revenue from Contract with Customer Benchmark [Member] | Month To Month And Other Contracted Revenue [Member] | ||||
Revenue Recognition (Details) - Disaggregation of Revenue [Line Items] | ||||
Concentration Risk, Percentage | 76.69% | 80.58% | 78.55% | 79.95% |
Revenue from Contract with Customer Benchmark [Member] | Outside Of The Scope Of ASC 606 [Member] | ||||
Revenue Recognition (Details) - Disaggregation of Revenue [Line Items] | ||||
Concentration Risk, Percentage | 21.64% | 17.66% | 20.04% | 18.24% |
Revenue from Contract with Customer Benchmark [Member] | CPE And Equipment Sales And Installation [Member] | ||||
Revenue Recognition (Details) - Disaggregation of Revenue [Line Items] | ||||
Concentration Risk, Percentage | 1.67% | 1.76% | 1.41% | 1.81% |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Nature of Services | 6 Months Ended |
Jun. 30, 2019 | |
Voice Services [Member] | |
Revenue Recognition (Details) - Nature of Services [Line Items] | |
Revenue Recognition Period | 1 month |
Video [Member] | |
Revenue Recognition (Details) - Nature of Services [Line Items] | |
Revenue Recognition Period | 1 month |
Data [Member] | |
Revenue Recognition (Details) - Nature of Services [Line Items] | |
Revenue Recognition Period | 1 month |
Other Contracted Revenue [Member] | Minimum [Member] | |
Revenue Recognition (Details) - Nature of Services [Line Items] | |
Contract Term | 3 years |
Other Contracted Revenue [Member] | Maximum [Member] | |
Revenue Recognition (Details) - Nature of Services [Line Items] | |
Contract Term | 10 years |
Product and Service, Other [Member] | |
Revenue Recognition (Details) - Nature of Services [Line Items] | |
Revenue Recognition Period | 1 month |
Revenue Recognition (Details)_3
Revenue Recognition (Details) - A-CAM - USD ($) | Feb. 27, 2019 | Aug. 31, 2018 | May 23, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Revenue Recognition (Details) - A-CAM [Line Items] | |||||
Increase (Decrease) in Receivables | $ (1,233,888) | $ (237,184) | |||
ACAM [Member] | |||||
Revenue Recognition (Details) - A-CAM [Line Items] | |||||
Proceeds From Contracts | $ 3,120,000 | 6,500,000 | |||
Contract Receivable, Period | 10 years | ||||
Iowa Operations [Member] | |||||
Revenue Recognition (Details) - A-CAM [Line Items] | |||||
Contract Receivable | $ 596,084 | $ 489,870 | 391,896 | ||
Increase (Decrease) in Receivables | 106,214 | 97,974 | |||
Minnesota Operations [Member] | |||||
Revenue Recognition (Details) - A-CAM [Line Items] | |||||
Contract Receivable | 8,354,481 | 7,648,208 | $ 6,118,567 | ||
Increase (Decrease) in Receivables | $ 706,273 | $ 1,529,641 |
Revenue Recognition (Details)_4
Revenue Recognition (Details) - Receivables | 6 Months Ended |
Jun. 30, 2019 | |
Minimum [Member] | |
Revenue Recognition (Details) - Receivables [Line Items] | |
Payment Term | 30 days |
Maximum [Member] | |
Revenue Recognition (Details) - Receivables [Line Items] | |
Payment Term | 60 days |
Revenue Recognition (Details)_5
Revenue Recognition (Details) - Revenue from contracts with customers - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue From Customers | $ 12,903,648 | $ 9,641,128 | $ 25,939,969 | $ 19,068,690 |
Subsidy and other revenue outside scope of ASC 6065 | 3,564,723 | 2,067,313 | 6,500,820 | 4,252,937 |
Total revenue | 16,468,371 | 11,708,441 | 32,440,789 | 23,321,627 |
Voice Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue From Customers | 2,046,301 | 1,538,270 | 4,122,504 | 3,108,487 |
Network Access [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue From Customers | 1,827,592 | 1,789,625 | 3,873,618 | 3,512,840 |
Total revenue | 1,778,167 | 1,630,637 | 3,775,422 | 3,295,652 |
Video [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue From Customers | 3,045,927 | 2,402,433 | 6,032,313 | 4,708,042 |
Total revenue | 3,048,826 | 2,406,803 | 6,037,863 | 4,716,201 |
Data [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue From Customers | 4,919,624 | 2,932,280 | 9,887,904 | 5,815,145 |
Total revenue | 5,401,856 | 3,328,998 | 10,803,566 | 6,582,966 |
Directory [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue From Customers | 202,829 | 178,773 | 404,878 | 350,825 |
Other Contracted Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue From Customers | 586,962 | 593,422 | 1,160,304 | 1,150,007 |
Product and Service, Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue From Customers | $ 274,413 | $ 206,325 | $ 458,448 | $ 423,344 |
Revenue Recognition (Details)_6
Revenue Recognition (Details) - Receivables, contracts assets and contract liabilities from revenue contracts with customers - USD ($) | Jun. 30, 2019 | Jan. 01, 2019 |
Contract Assets: | ||
Short-term contract assets | $ 22,797 | |
Long-term contract assets | 64,942 | |
Contract Liabilities: | ||
Short-term contract liabilities | 253,473 | 288,709 |
Long-term contract liabilities | 212,659 | 234,587 |
Receivables: | ||
Receivables accounted for under ASC 606 | 2,010,035 | 3,311,629 |
Subsidy Receivables not accounted for under ASC 606 | 745,880 | $ 678,174 |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||
Contract Assets: | ||
Short-term contract assets | 22,797 | |
Long-term contract assets | 64,942 | |
Contract Liabilities: | ||
Short-term contract liabilities | (35,236) | |
Long-term contract liabilities | (21,928) | |
Receivables: | ||
Receivables accounted for under ASC 606 | (1,301,594) | |
Subsidy Receivables not accounted for under ASC 606 | $ 67,706 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jan. 01, 2019 | |
Leases (Details) [Line Items] | |||
Operating Lease, Right-of-Use Asset | $ 548,886 | $ 548,886 | $ 599,308 |
Operating Lease, Liability, Current | 103,063 | 103,063 | 100,844 |
Operating Lease, Liability, Noncurrent | 445,823 | 445,823 | $ 498,464 |
Lessee, Operating Lease, Discount Rate | 6.00% | ||
Operating Lease, Expense | $ 34,200 | $ 68,401 | |
Minimum [Member] | |||
Leases (Details) [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 2 years | ||
Maximum [Member] | |||
Leases (Details) [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 17 years |
Leases (Details) - ROU and oper
Leases (Details) - ROU and operating lease liabilities - USD ($) | Jun. 30, 2019 | Jan. 01, 2019 |
ROU and operating lease liabilities [Abstract] | ||
Operating Lease right-of-use assets | $ 548,886 | $ 599,308 |
Short-Term Operating Lease Liability | 103,063 | 100,844 |
Long-Term Operating Lease Liability | 445,823 | $ 498,464 |
Total | $ 548,886 |
Leases (Details) - Maturity ana
Leases (Details) - Maturity analysis under these lease agreements | Jun. 30, 2019USD ($) |
Maturity analysis under these lease agreements [Abstract] | |
2019 (remaining) | $ 68,401 |
2020 | 108,308 |
2021 | 50,397 |
2022 | 50,397 |
2023 | 50,397 |
Thereafter | 460,992 |
Total | 788,892 |
Less Imputed interest | (240,006) |
Present Value of Operating Leases | $ 548,886 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details) | Jul. 31, 2018USD ($) | Jul. 31, 2018USD ($) |
Disclosure Text Block Supplement [Abstract] | ||
Payments to Acquire Businesses, Gross | $ 42,000,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Including Goodwill | 23,697,680 | $ 23,697,680 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ 13,600,000 | $ 13,600,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Acquisitions and Dispositions_3
Acquisitions and Dispositions (Details) - Allocation of the acquisition value of Scott-Rice - USD ($) | Jul. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Allocation of the acquisition value of Scott-Rice [Abstract] | |||
Current assets | $ 810,927 | ||
Property, plant and equipment | 23,800,000 | ||
Customer relationship intangible | 13,600,000 | ||
Excess costs over net assets acquired (Goodwill) | 10,097,680 | $ 49,903,029 | $ 49,903,029 |
Current liabilities | (370,898) | ||
Deferred income taxes | (5,532,014) | ||
Deferred liabilities | (264,814) | ||
Purchase price allocation | 42,140,881 | ||
Less cash acquired | (4,388) | ||
Total Consideration for Acquisition | $ 42,136,493 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions (Details) - Pro forma statements - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Pro forma statements [Abstract] | ||||
Revenue | $ 16,468,371 | $ 15,454,221 | $ 32,440,789 | $ 30,792,803 |
Net Income | $ 2,557,920 | $ 1,660,473 | $ 4,850,220 | $ 3,793,254 |
Basic and Diluted Net | ||||
Income Per Share (in Dollars per share) | $ 0.49 | $ 0.32 | $ 0.94 | $ 0.73 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jul. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 49,903,029 | $ 49,903,029 | $ 10,097,680 | |
Amortization of Intangible Assets | $ 1,661,885 | $ 1,177,541 |
Goodwill and Intangibles (Det_2
Goodwill and Intangibles (Details) - Components of identified intangible assets - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Definite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 50,758,551 | $ 50,758,551 |
Accumulated Amortization | 25,011,416 | 23,349,531 |
Net Identified Intangible Assets | 25,747,135 | 27,409,020 |
Customer Relationships [Member] | ||
Definite-Lived Intangible Assets | ||
Gross Carrying Amount | 42,878,445 | 42,878,445 |
Accumulated Amortization | $ 21,318,385 | 19,820,843 |
Regulatory Rights [Member] | ||
Definite-Lived Intangible Assets | ||
Useful Lives | 15 years | |
Gross Carrying Amount | $ 4,000,000 | 4,000,000 |
Accumulated Amortization | 3,066,639 | 2,933,307 |
Trade Names [Member] | ||
Definite-Lived Intangible Assets | ||
Gross Carrying Amount | 880,106 | 880,106 |
Accumulated Amortization | $ 626,392 | 595,381 |
Minimum [Member] | Customer Relationships [Member] | ||
Definite-Lived Intangible Assets | ||
Useful Lives | 14 years | |
Minimum [Member] | Trade Names [Member] | ||
Definite-Lived Intangible Assets | ||
Useful Lives | 3 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Definite-Lived Intangible Assets | ||
Useful Lives | 15 years | |
Maximum [Member] | Trade Names [Member] | ||
Definite-Lived Intangible Assets | ||
Useful Lives | 5 years | |
Franchise Rights [Member] | ||
Definite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 3,000,000 | 3,000,000 |
Accumulated Amortization |
Goodwill and Intangibles (Det_3
Goodwill and Intangibles (Details) - Summary of Future Amortization Expense | Jun. 30, 2019USD ($) |
Summary of Future Amortization Expense [Abstract] | |
(July 1 – December 31) | $ 1,661,886 |
2020 | 3,323,771 |
2021 | 2,323,726 |
2022 | 1,952,376 |
2023 | 1,660,295 |
2024 | $ 1,623,654 |
Secured Credit Facility (Detail
Secured Credit Facility (Details) - USD ($) | Aug. 01, 2018 | Jun. 30, 2019 |
Secured Credit Facility (Details) [Line Items] | ||
Derivative, Variable Interest Rate | 25.00% | |
Mortgate Notes [Member] | ||
Secured Credit Facility (Details) [Line Items] | ||
Debt Instrument, Maturity Date | Jul. 31, 2025 | |
Secured Credit Facility [Member] | ||
Secured Credit Facility (Details) [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 56,100,000 | |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 5.41% | |
Revolving Credit Facility [Member] | ||
Secured Credit Facility (Details) [Line Items] | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 10,000,000 | |
Secured Debt [Member] | ||
Secured Credit Facility (Details) [Line Items] | ||
Long-term Line of Credit | $ 46,100,000 | |
Debt Instrument, Covenant Description | Our loan agreements include restrictions on our ability to pay cash dividends to our stockholders. However, we are allowed to pay dividends (a) (i) in an amount up to $2,700,000 in any year if our “Total Leverage Ratio,” that is, the ratio of our “Indebtedness” to “EBITDA” (earnings before interest, taxes, depreciation and amortization – as defined in the loan documents) is greater than 2.00 to 1.00, and (ii) in any amount if our Total Leverage Ratio is less than 2.00 to 1.00, and (b) in either case, if we are not in default or potential default under the loan agreements | |
Debt Instrument, Threshold Amount, Dividends | $ 2,700,000 | |
Ratio of Indebtedness to Net Capital | 2.16 | |
Debt Instrument, Covenant Compliance | Our credit facility requires us to comply with specified financial ratios and tests. These financial ratios include total leverage ratio, debt service coverage ratio, equity to total assets ratio and annual maximum aggregate capital expenditures | |
Interest Rate Swap [Member] | ||
Secured Credit Facility (Details) [Line Items] | ||
Derivative, Notional Amount | $ 16,137,500 | |
Derivative, Variable Interest Rate | 25.00% | |
Interest Rate Swap [Member] | Secured Credit Facility [Member] | ||
Secured Credit Facility (Details) [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 14,984,900 | |
Debt, Weighted Average Interest Rate | 6.02% |
Interest Rate Swaps (Details)
Interest Rate Swaps (Details) - Interest Rate Swap [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Aug. 01, 2018 | |
Interest Rate Swaps (Details) [Line Items] | ||
Derivative, Notional Amount | $ 16,137,500 | |
Derivative, Variable Interest Rate | 25.00% | |
Derivative Liability, Noncurrent | $ 888,131 | |
Deferred Income Tax Expense (Benefit) | (253,473) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (634,658) |
Other Investments (Details)
Other Investments (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
One of Investments [Member] | |
Other Investments (Details) [Line Items] | |
Gain (Loss) on Investments | $ (104,044) |
Guarantees (Details)
Guarantees (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Sep. 14, 2018 | |
Guarantees (Details) [Line Items] | ||
Guaranty Liabilities | $ 340,538 | |
Guarantor Obligations, Liquidation Proceeds, Percentage | 50.00% | |
Guarantor Obligations, Ownership Percentage | 20.00% | |
Fiber Comm LC [Member] | ||
Guarantees (Details) [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 |
Restricted Stock Units (RSU) (D
Restricted Stock Units (RSU) (Details) | Feb. 24, 2017shares |
Restricted Stock Units (RSUs) [Member] | |
Restricted Stock Units (RSU) (Details) [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 625,000 |
Restricted Stock Units (RSU) _2
Restricted Stock Units (RSU) (Details) - RSUs currently issued or forfeited - Restricted Stock Units (RSUs) [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock Units (RSU) (Details) - RSUs currently issued or forfeited [Line Items] | |||
Closing Stock Price (in Dollars per share) | $ 19.26 | $ 17 | $ 13 |
Vesting Date | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Time Based RSUs [Member] | |||
Restricted Stock Units (RSU) (Details) - RSUs currently issued or forfeited [Line Items] | |||
Balance | 8,717 | 6,077 | |
Issued | 3,172 | 4,044 | 6,077 |
Excercised | |||
Forfeited | (1,404) | ||
Balance | 11,889 | 8,717 | 6,077 |
Targeted Performance Based RSUs [Member] | |||
Restricted Stock Units (RSU) (Details) - RSUs currently issued or forfeited [Line Items] | |||
Balance | 5,000 | ||
Issued | 4,781 | 5,750 | |
Excercised | |||
Forfeited | (750) | ||
Balance | 9,781 | 5,000 |
Segment Information (Details)
Segment Information (Details) | Jun. 30, 2019 |
Fiber Comm LC [Member] | |
Segment Information (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 20.00% |
Broadband Visions LLC [Member] | |
Segment Information (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 24.30% |
Independent Emergency Services LLC [Member] | |
Segment Information (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 14.29% |
SM Broadband LLC [Member] | |
Segment Information (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 10.00% |
Broadband Grants (Details)
Broadband Grants (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2019 | Jun. 30, 2019 | |
January 2017 Grant [Member] | ||
Broadband Grants (Details) [Line Items] | ||
Grants, Percentage | 45.00% | |
Grants Receivable | $ 850,486 | |
Project Cost | $ 1,889,968 | |
Matching Fund Percentage Provided by Grantee | 55.00% | |
Proceeds from Grantors | $ 765,465 | |
November 2017 Grant [Member] | ||
Broadband Grants (Details) [Line Items] | ||
Grants, Percentage | 42.60% | |
Grants Receivable | $ 736,598 | |
Project Cost | $ 1,727,998 | |
Matching Fund Percentage Provided by Grantee | 57.40% |