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EX-99.1 - EXHIBIT 99.1 - Nuvera Communications, Inc.exhibit99_1.htm

 

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, 2018

Date of report (Date of earliest event reported)

NEW ULM TELECOM, 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, Minnesota 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

Emerging growth company  Yes £ No S

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  £

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ITEM 8.01      OTHER EVENTS.

 

Revised A-CAM Payments

 

In its Form 10-Q for the quarter ended September 30, 2016, New Ulm Telecom, Inc. (the “Company”) disclosed that it had elected the Alternative Connect America Cost Model (“A-CAM”) support for its Minnesota and Iowa operations, replacing its former interstate common line support. The new A-CAM funding model became effective for the Company on January 1, 2017. Under the A-CAM program, the Company is entitled to receive A-CAM support payments for ten years in exchange for meeting defined broadband build-out requirements. At the time of the Company’s election, the Federal Communications Commission (“FCC”) had not yet determined the final award numbers. 

 

Consistent with its Form 10-Q disclosure, the Company notified the FCC that it would participate in the A-CAM program. Under the Report that accompanied the FCC December 20, 2016 Public Notice, the Company was entitled to receive annually (i) $391,896 for its Iowa operations and (ii) $6,118,567 for its Minnesota operations. The Company will use the annual $6.5 million that it receives through the A-CAM program to meet its defined broadband build-out obligations. 

 

On May 7, 2018, the FCC issued Public Notice DA 18-465, which contained revised offers of Alternative Connect America Cost Model (A-CAM) support and associated revised service deployment obligations.

 

On May 23, 2018, the Company’s Board of Directors 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) $489,870 for its Iowa operations, which is a $97,974 increase per year and (ii) $7,648,208 for its Minnesota operations, which is a $1,529,641 increase per year. 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. A letter of acceptance to elect the revised A-CAM support offer must be filed with the FCC by June 21, 2018. The revised A-CAM support offer payments are expected to begin in the third quarter of 2018. 

 

Name Change

 

On May 24, 2018, the Company announced that it is changing its name to Nuvera Communications, Inc. The Company expects the name change to be effective on June 4, 2018.

 

 

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

            (d) Exhibits

 

99.1 Press release dated May 24, 2018.  

 

Cautionary Statement Regarding Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 contains certain safe harbor provisions regarding forward-looking statements. This Report on Form 8-K may include forward-looking statements. These statements may include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities and growth rates, acquisition and divestiture opportunities, business strategies, business and competitive outlook, and other similar forecasts and statements of expectation. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “targets”, “projects”, “will”, “may”, “continues”, and “should”, and variations of these words and similar expressions, are intended to identify these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from such statements.

 

Because of these risks, uncertainties and assumptions and the fact that any forward-looking statements made by us and our management are based on estimates, projections, beliefs and assumptions of management, they are not guarantees of future performance and you should not place undue reliance on them. 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.

 

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.

 

New Ulm Telecom, Inc.

Date:  May 24, 2018

By:

/s/Bill D. Otis

Bill D. Otis

President and Chief Executive Officer

 

 

 

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