UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 23, 2019
Date of report (Date of earliest event reported)
NUVERA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 0-3024 | 41-0440990 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
27 North Minnesota Street
New Ulm, MN 56073
(Address of principal executive offices, including zip code)
(507) 354-4111
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter)
Emerging growth company Yes £
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £
Securities registered pursuant to Section 12(b) of the Act: None.
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Item 1.01 – Entry Into a Material Definitive Agreement.
In connection with the adoption of the stock repurchase program, described below, Nuvera Communications, Inc. (“Nuvera” or the “Company”) entered into a Letter Agreement dated as of May 23, 2019 amending its Second Amended and Restated Master Loan Agreement with CoBank, ACB. The loan agreement was amended to allow Nuvera to purchase up to $2.0 million in Nuvera stock in any fiscal year or an aggregate amount of up to $4.0 million so long as Nuvera continued to comply with the other terms of the loan agreement.
Item 8.01 – Other Events.
On May 23, 2019, Nuvera announced that its Board of Directors had authorized the Company to repurchase up to $4.0 million of its common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the stock repurchase program, repurchases can be made from time to time using a variety of methods, including through open market purchases or in privately negotiated transactions in compliance with the rules of the United States Securities and Exchange Commission and other applicable legal requirements. These shares will be purchased from time to time, depending upon market conditions, through the end of 2021. The stock repurchase program does not obligate the Company to acquire any particular number of shares, and the stock repurchase program may be extended, suspended or discontinued at any time at the Company’s discretion.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
10.1 Letter dated as of May 23, 2019, amending the Second Amended and Restated Master Loan Agreement dated as of July 31, 2018.
99.1 Press Release dated May 23, 2019.
Cautionary Statement Regarding Forward-Looking Statements.
From time to time, in reports filed with the Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financial performance, business activities or plans. These statements are typically preceded by the words “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “targets”, “projects”, “will”, “may”, “continues”, and “should”, and variations of these words and similar expressions. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the federal securities laws. Shareholders and the investing public should understand that these forward-looking statements are subject to risks and uncertainties which could affect our actual results and cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties may include, but are not limited to: i) unfavorable general economic conditions that could negatively affect our operating results; ii) substantial regulatory change and increased competition; iii) our possible pursuit of acquisitions could be expensive or not successful; iv) we may not accurately predict technological trends or the success of new products; v) shifts in our product mix may result in declines in our operating profitability; vi) possible consolidation among our customers; vii) a failure in our operational systems or infrastructure could affect our operations; viii) data security breaches; ix) possible replacement of key personnel; x) elimination of governmental network support we receive; xi) our current debt structure may change due to increases in interest rates or our ability to comply with lender loan covenants and xii) possible customer payment defaults.
In addition, forward-looking statements speak only as of the date they are made, which is the filing date of this Form 8-K. With the exception of the requirements set forth in the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nuvera Communications, Inc. | ||
| By: | /s/Curtis Kawlewski | |
| Curtis Kawlewski | ||
| Its: | Chief Financial Officer | |
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Exhibit 10.1
May 23, 2019
Nuvera Communications, Inc.
400 Second Street North
P.O. Box 697
New Ulm, Minnesota 56073-0697
Attn: Manager
Fax No.: 507-354-1982
Ballard Spahr LLP
2000 IDS Center
80 South Eighth Street Minneapolis, Minnesota 55402
Attn: Thomas Lovett, IV
Fax No.: 612-371-3207
Re: Amendments
Ladies and Gentlemen:
Reference is made to that certain Second Amended and Restated Master Loan Agreement (as amended, modified, supplemented, extended or restated from time to time, the “MLA”), dated as of July 31, 2018, by and between Nuvera Communications, Inc. (the “Borrower”) and CoBank, ACB (“CoBank”), as supplemented by that certain Fourth Supplement to the Second Amended and Restated Master Loan Agreement, dated as of July 31, 2018, by and between the Borrower and CoBank (as amended, modified, supplemented, extended or restated from time to time, the “Fourth Supplement”), and by that certain Fifth Supplement to the Second Amended and Restated Master Loan Agreement, dated as of July 31, 2018, by and between the Borrower and CoBank (as amended, modified, supplemented, extended or restated from time to time, the “Fifth Supplement”; the MLA, as supplemented by the Fourth Supplement and the Fifth Supplement, the “Loan Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement.
Amendments
Upon the effectiveness of this letter agreement as set forth below, the Loan Agreement is amended as follows:
(H) Reports and Notices. Furnish, or cause to be furnished, to CoBank:
(1) Annual Financial Statements. As soon as available, but in no event later than 120 days after the end of each fiscal year of the Borrower occurring during the term hereof, annual, audited and consolidated financial statements of the Borrower, the other Loan Parties and their respective Subsidiaries, prepared in accordance with GAAP consistently applied and in a format that demonstrates any accounting or formatting change that may be required by the various jurisdictions in which the business of the Borrower, any Loan Party and any of their respective Subsidiaries is conducted (to the extent not inconsistent with GAAP). Such financial statements shall: (i) be audited by nationally or regionally recognized, independent certified public accountants selected by the Borrower and reasonably acceptable to CoBank; (ii) be accompanied by a report of such accountants containing an unqualified opinion thereon reasonably acceptable to CoBank; (iii) be prepared in reasonable detail, and in comparative form; and (iv) include a balance sheet, a statement of income, a statement of stockholders’, members’ or partners’ equity, as applicable, a statement of cash flows and all notes and schedules relating thereto.
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(I) Dividends and Other Distributions. Directly or indirectly declare, order, pay, make or set apart any sum for any dividend or any other distribution of assets or retire, redeem, purchase or otherwise acquire for value any capital stock or other ownership interest except for any dividend or any other distribution to any Loan Party and for any retirement, redemption, purchase or other acquisition of the ownership interest of any Loan Party by any Loan Party; provided, however, if no Potential Default or Event of Default then exists or will result in the succeeding 12 months after such distribution or stock repurchase, based in each case upon the budgets delivered to CoBank pursuant to Subsection 8(H)(3) of this Agreement and reasonably acceptable to CoBank, the Borrower may (a) declare or pay lawful distributions in an aggregate amount of up to $2,700,000 in any fiscal year, (b) purchase or acquire its capital stock in an amount of up to $2,000,000 in any fiscal year or in an aggregate amount of up to $4,000,000 and (c) declare or pay lawful distributions or purchase or acquire its capital stock in any amount in any fiscal year if the Borrower’s Total Leverage Ratio for the fiscal quarter in which such distributions, purchase or acquisition is made and each remaining succeeding fiscal quarter of the fiscal year in which such distributions, purchase or acquisition is made on a pro forma basis is less than 2.00:1.00.
General
Except as expressly provided by this letter agreement, the terms and provisions of the Loan Agreement and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. By agreeing to this letter agreement as acknowledged below, each Loan Party hereby certifies and warrants to CoBank that each of its representations and warranties contained in the Loan Agreement and the other Loan Documents to which it is a party are true and correct as of the effective date of this letter agreement, including that no Potential Default or Event of Default exists, with the same effect as though made on such effective date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representations or warranty shall be true and correct as of such specified date). The amendments provided herein are to be effective only upon receipt by CoBank of an execution counterpart of this letter agreement signed by each of the Loan Parties, and such amendments are conditioned upon the correctness of all representations and warranties made by the Loan Parties herein and as provided to CoBank in connection with the request for such amendments. The amendments contained herein shall not constitute a course of dealing between any of the Loan Parties and CoBank and shall not constitute a waiver, extension or forbearance of any Potential Default or Event of Default, now or hereafter arising, or an amendment of any provision of the Loan Agreement or the other Loan Documents, other than as expressly provided herein. Each Loan Party hereby reconfirms its obligation to reimburse CoBank for all reasonable out-of-pocket costs and expenses incurred by CoBank associated with the negotiation, execution, enforcement and administration of this letter agreement and the Loan Agreement, including, without limitation, the reasonable fees and expenses of counsel retained by CoBank, in connection with the negotiation, preparation, execution and delivery of this letter agreement and all other instruments and documents contemplated hereby. This letter agreement shall be governed by, construed and enforced in accordance with all provisions of the Loan Agreement and may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart signature of this letter agreement by facsimile or by email transmission of a “PDF” or similar copy shall be equally effective as delivery of an original counterpart of this letter agreement. Any party delivering an executed counterpart signature page to this letter agreement by facsimile or by email transmission shall also deliver an executed counterpart of this letter agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this letter agreement.
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Reaffirmation
By its execution hereof, each of the Guarantors hereby consents and agrees to the terms and provisions of this letter agreement and consents and agrees that the Continuing Guaranty, the Pledge and Security Agreement, the Mortgages and any other Loan Document to which such Guarantor is a party remains in full force and effect and continues to be the legal, valid and binding obligation of it, enforceable against it, in accordance with the terms thereof.
Please evidence your acknowledgment of receipt of the foregoing and your agreement by executing this letter agreement in the place indicated below and returning it to CoBank.
Sincerely,
| COBANK, ACB | ||
| By: | /s/ Jacqueline Bove | |
| Name: Jacqueline Bove | ||
| Title: Managing Director | ||
Acknowledged and agreed to:
NUVERA COMMUNICATIONS, INC.,
as the Borrower
| By: | /s/ Bill Otis |
| Bill Otis | |
| President and Chief Executive Officer |
HUTCHINSON TELEPHONE COMPANY
PEOPLES TELEPHONE COMPANY
WESTERN TELEPHONE COMPANY
HUTCHINSON TELECOMMUNICATIONS, INC.
HUTCHINSON CELLULAR, INC.
SLEEPY EYE TELEPHONE COMPANY
TECH TRENDS, INC.
SCOTT-RICE TELEPHONE CO.,
each as a Guarantor
| By: | /s/ Bill Otis |
| Bill Otis | |
| President and Chief Executive Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Nuvera Communications, Inc. Announces Stock Repurchase Program
New Ulm, Minn., MAY 23, 2019 — Nuvera Communications, Inc. (the “Company” or “Nuvera”) today announced that its Board of Directors has authorized the Company to repurchase up to $4.0 million of its common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. Under the stock repurchase program, repurchases can be made from time to time using a variety of methods, including through open market purchases or in privately negotiated transactions in compliance with the rules of the United States Securities and Exchange Commission and other applicable legal requirements. These shares will be purchased from time to time, depending upon market conditions, through the end of 2021. The stock repurchase program does not obligate the Company to acquire any particular number of shares, and the stock repurchase program may be extended, suspended or discontinued at any time at the Company’s discretion.
Repurchases of common stock may also be made under a Rule 10b5-a plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The stock repurchase program may be extended, suspended or discontinued at any time. Any repurchased common stock will be available for use in connection with the Company’s stock plans and for other corporate purposes.
Nuvera’s President Bill Otis stated that the Company’s Board of Directors approved the stock repurchase program in view of the current price level of Nuvera’s common stock and its strong capital position. Mr. Otis added: “We believe that the repurchase of our shares represents an attractive investment that will benefit the Company and our stockholders.”
As of March 31, 2019, Nuvera had 5,181,249 shares outstanding, cash of approximately $5.3 million, and stockholders’ equity of approximately $76.3 million.
Amendment to CoBank Agreement
In connection with the adoption of the stock repurchase program, the Company entered into an Amendment to its Second Amended and Restated Master Loan Agreement with CoBank, ACB. The loan agreement was amended to allow Nuvera to purchase up to $2.0 million in Nuvera stock in any fiscal year or an aggregate amount of up to $4.0 million so long as Nuvera continues to comply with the other terms of the loan agreement. Nuvera will provide information about the amendment to the CoBank loan agreement in a Form 8-K that will be filed with the Securities and Exchange Commission.
About Nuvera
Nuvera is a well-established communications company with headquarters in New Ulm, MN that provides Internet, digital TV, voice, Managed Services, computer sales and computer repair services. Nuvera sells and services cellular phones and accessories and customer premise equipment. Nuvera has customer solutions centers in the Minnesota communities of New Ulm, Glencoe, Goodhue, Hutchinson, Litchfield, Prior Lake, Redwood Falls, Savage, Sleepy Eye and Springfield as well as Aurelia, Iowa. Nuvera also operates TechTrends, a technology retail store, located in New Ulm. In addition, Nuvera offers television and Internet services in Cologne, Mayer, New Germany and Plato MN. Nuvera also holds partial ownership in FiberComm, LC, based in Sioux City, Iowa. Nuvera Communications, Inc. is a publicly held corporation whose common stock trades under the symbol NUVR (OTCQB Marketplace). For more information on the company or purchasing stock, visit www.nuvera.net.
Contact:
Bill Otis
Nuvera
507-354-4111
billotis@nuvera.net