Long-Term Debt [Text Block] | NOTE 6 - LONG-TERM DEBT On July 15, 2022, Nuvera and CoBank entered into (i) an Agreement Regarding Amendments to Loan Documents and (ii) an Amended and Restated Revolving Loan Promissory Note. The agreements amended our existing credit facility with CoBank and secured a new credit facility in the aggregate principal amount of $130.0 million. Under the Agreements, among other things, (i) the Company received a $50.0 million term loan to replace existing debt, (ii) a $50.0 million delayed draw term loan, (iii) the Company’s revolving loan was increased from $20.0 million to $30.0 million, (iv) the maturity date of the term loans were set at July 15, 2029, and the maturity day of the revolving loan was set at July 15, 2027, and (v) the Company’s operating subsidiaries’ agreed to extend their previous guarantees, security interests and mortgages to cover the increased amount of the revolving note. The financing was secured to facilitate the Company’s advanced fiber-build plans announced on December 15, 2021. Refer to the Company’s 8-K filing with the SEC on July 20, 2022 for further details regarding the new credit agreements with CoBank. Under the new credit agreement, the Company and its respective subsidiaries have entered into security agreements under which substantially all the assets of Nuvera and its respective subsidiaries have been pledged to CoBank as collateral. In addition, Nuvera and its respective subsidiaries have guaranteed all the obligations under the credit facility. The credit agreement contains certain customary events of default, which include failure to make payments when due, the material inaccuracy of representations or warranties, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, certain judgments, certain ERISA-related events, or a change in control (as defined in the credit agreement). Secured Credit Facility: New Credit Agreement ● TERM A-1 LOAN - $50,000,000 term note with interest payable quarterly. Final maturity date of this note is July 15, 2029. Twelve quarterly principal payments of $625,000 are due commencing December 31, 2025 through September 30, 2028, and three quarterly principal payments of $937,500 commencing on December 31, 2028 through maturity date. A final balloon payment of $39,687,500 is due at maturity of this note on July 15, 2029. ● DELAYED DRAW TERM LOAN - $50,000,000 Delayed Draw Term Loan with interest on any outstanding amounts payable quarterly. Final maturity date of this loan is July 15, 2029. Twelve quarterly principal payments of 1.25% of the outstanding loan balance are due commencing December 31, 2025 through September 30, 2028, and three quarterly principal payments of 1.875% of the outstanding loan balance commencing on December 31, 2028 through maturity date. A final balloon payment of the balance of the Delayed Draw Term Loan is due at maturity of this note on July 15, 2029. We currently have drawn $10,000,000 on this Delayed Draw Term Loan as of December 31, 2022. ● REVOLVING LOAN - $30,000,000 revolving loan with interest payable quarterly. Final maturity date of this note is July 15, 2027. We currently have drawn $19,885,082 on this revolving note as of December 31, 2022. The term loan borrowings initially bear interest at a “Margin for Base Rate Loans” of 2.15% above the applicable base rate. The margin for base rate loans for term loans increases as our “Leverage Ratio” increases. The revolving loan borrowings initially bear interest at a “Margin for Base Rate Loans” of 1.90% above the applicable base rate. The margin for base rate loans for revolving loans increases as our “Leverage Ratio” increases. We generally use variable-rate debt to finance our operations, capital expenditures and acquisitions. These variable-rate debt obligations expose us to variability in interest payments due to changes in interest rates. The terms of our credit facility with CoBank require that we enter into interest rate agreements designed to protect us against fluctuations in interest rates, in an aggregate principal amount and for a duration determined under the credit facility. Under the new credit facility, Nuvera has the ability to enter into IRSAs in connection with amounts borrowed from CoBank. In connection with the closing of the new credit facility, the Company “rolled over” its two exiting IRSAs. As described in Note 7 – “Interest Rate Swaps,” on August 1, 2018 we entered into an IRSA with CoBank covering 25 percent of our then existing debt balance or $16,137,500 of our aggregate indebtedness to CoBank on August 1, 2018. As of December 31, 2022, our IRSA covered $10,950,800, with a weighted average interest rate of 4.36%. As described in Note 7 – “Interest Rate Swaps,” on August 29, 2019 we entered into a second IRSA with CoBank covering an additional $42,000,000 of our then aggregate indebtedness to CoBank on August 29, 2019. As of December 31, 2022, our IRSA covered $30,693,138, with a weighted average interest rate of 2.69%. Our remaining outstanding debt of $38.2 million remains subject to variable interest rates at an effective weighted average interest rate of 7.99%, as of December 31, 2022. As of December 31, 2022 our additional delayed draw term loan of $40.0 million and unused revolving credit facility of $10.1 million are subject to an unused commitment fee of 0.25% annually, until drawn. Once drawn, this debt would be subject to an effective weighted average interest rate based on current rate of interest in effect at the time. Our loan agreements include restrictions on our ability to pay cash dividends to our stockholders. However, we are allowed to pay dividends in an amount up to $3,000,000 in any year as long as no default or event of default have occurred. Our current Total Leverage Ratio as of December 31, 2022, was 3.13. Our credit facility requires us to comply with specified financial ratios and tests. These financial ratios include total leverage ratio, debt service coverage ratio and equity to total assets ratio. At December 31, 2022, 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. On April 16, 2020, Nuvera received a $2,889,000 loan under the SBA’s PPP, which was established as part of the CARES Act. The PPP Loan was unsecured and was evidenced by a note in the favor of Citizens as the lender. On February 3, 2021, the Company was notified by Citizens, the lender on the Company’s PPP Loan that Citizens had received payment in full from the United States federal government for the amount of the Company’s PPP Loan and the Company’s PPP Loan had been fully forgiven. We recognized a gain on the forgiveness of $2,912,433, which included the original amount of the loan plus accrued interest in the quarter ended March 31, 2021. Long-term debt is as follows: 2022 2021 Secured seven-year reducing credit facility to CoBank, ACB, in quarterly installments of $625,000 (beginning on December 31, 2025) and quarterly installments of $937,500 (beginning on December 31, 2028), plus a notional variable rate of interest through July 15, 2029. $ 50,000,000 $ - Secured seven-year reducing credit facility to CoBank, ACB, in quarterly installments of 1.25% of loan balance (beginning on December 31, 2025) and quarterly installments of 1.875% of loan balance beginning on December 31, 2028), plus a notional variable rate of interest through July 15, 2029. 10,000,000 - Secured five-year revolving credit facility of up to $30,000,000 to CoBank, ACB, plus a notional variable rate of interest through July 15, 2027. 19,885,082 - Secured seven-year credit facility to CoBank, ACB, amortizing in quarterly installments of $1,152,600 (beginning on September 30, 2018), plus a notional variable rate of interest through July 31, 2025. - 46,902,185 Secured seven-year revolving credit facility of up to $10,000,000 to CoBank, ACB, plus a notional variable rate of interest through July 31, 2025. - 1,077,589 Less: Unamortized Loan Fees (1,332,885) (353,158) 78,552,197 47,626,616 Less: Amount due within one year - (4,610,400) Net of Current Portion of Unamortized Loan Fees - 98,556 Total Long Term Debt $ 78,552,197 $ 43,114,772 Required principal payments for the next five years are as follows: 2023 $ - 2024 $ - 2025 $ 750,000 2026 $ 2,984,569 2027 $ 22,845,873 |