10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 10-Q

 (Mark One)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the quarterly period ended March 31, 2018

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the transition period from_____to_____.

Commission File Number  0-3024

NEW ULM TELECOM, INC.

(Exact name of Registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation or organization) 41-0440990 (I.R.S. Employer Identification No.)

27 North Minnesota Street

New Ulm, Minnesota  56073

(Address of principal executive offices)

Registrant’s telephone number, including area code: (507) 354-4111

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  £   No  S

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  £   No  S

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes S  No  £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes S No  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 

£ Large accelerated filer	£ Accelerated filer
£ Non-accelerated filer	S Smaller reporting company	£ Emerging growth company

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. £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £  No S

The total number of shares of the registrant’s common stock outstanding as of May 15, 2018: 5,164,274.

1

table of contents

PART I – FINANCIAL INFORMATION
Item 1	Financial Statements	3-8
	Consolidated Statements of Income (unaudited) for the Three Months Ended March 31, 2018 and 2017	3
	Consolidated Statements of Comprehensive  Income (unaudited) for the Three Months Ended March 31, 2018 and 2017	4
	Consolidated Balance Sheets (unaudited) as of March 31, 2018 and December 31, 2017	5-6
	Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2018 and 2017	7
	Consolidated Statements of Stockholders’ Equity (unaudited) for the Year Ended December 31, 2017 and for the Three Months ended March 31, 2018	8
	Condensed Notes to Consolidated Financial Statements (unaudited)	9-25
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25-35
Item 3	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4	Controls and Procedures	35-36
PART II – OTHER INFORMATION
Item 1	Legal Proceedings	36
Item 1A	Risk Factors	36
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3	Defaults Upon Senior Securities	36
Item 4	Mine Safety Disclosures	36
Item 5	Other Information	36
Item 6	Exhibits Listing	37
	Signatures	38
	Exhibits

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

NEW ULM TELECOM, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
	Three Months Ended March 31,
	2018		2017
OPERATING REVENUES:
Local Service	$	1,363,652	$	1,491,386
Network Access		1,665,015		1,662,644
Video		2,458,956		2,370,575
Data		3,116,235		3,033,301
A-CAM/FUSF		1,948,451		2,032,193
Other Non-Regulated		1,060,877		1,039,030
Total Operating Revenues		11,613,186		11,629,129
OPERATING EXPENSES:
Plant Operations (Excluding Depreciation     and Amortization)		2,016,904		2,049,470
Cost of Video		2,151,681		2,056,672
Cost of Data		548,303		548,412
Cost of Other Nonregulated Services		527,876		491,888
Depreciation and Amortization		2,255,848		2,433,761
Selling, General and Administrative		1,965,016		1,904,628
Total Operating Expenses		9,465,628		9,484,831
OPERATING INCOME		2,147,558		2,144,298
OTHER (EXPENSE) INCOME
Interest Expense		(286,935)		(308,236)
Interest Income		53,861		40,696
Interest During Construction		31,845		16,101
CoBank Patronage Dividends		290,895		337,137
Other Investment Income		54,541		13,323
Total Other Income (Expense)		144,207		99,021
INCOME BEFORE INCOME TAXES		2,291,765		2,243,319
INCOME TAXES		641,692		942,196
NET INCOME	$	1,650,073	$	1,301,123
BASIC AND DILUTED
NET INCOME PER SHARE	$	0.32	$	0.25
DIVIDENDS PER SHARE	$	0.1000	$	0.0950
WEIGHTED AVERAGE SHARES OUTSTANDING		5,161,468		5,142,049

The accompanying notes are an integral part of these consolidated financial statements.

3

NEW ULM TELECOM, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
	Three Months Ended March 31,
	2018		2017
Net Income	$	1,650,073	$	1,301,123
Other Comprehensive Income (Loss):
Unrealized Gain (Loss) on Interest Rate Swaps		(5,599)		27,169
Income Tax (Expense) Benefit Related to Unrealized     Gain (Loss) on Interest Rate Swaps		1,599		(10,995)
Other Comprehensive Income (Loss)		(4,000)		16,174
Comprehensive Income	$	1,646,073	$	1,317,297

The accompanying notes are an integral part of these consolidated financial statements.

4

NEW ULM TELECOM, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
ASSETS
	March 31, 2018		December 31, 2017
CURRENT ASSETS:
Cash	$	3,201,992	$	1,842,092
Receivables, Net of Allowance for     Doubtful Accounts of $73,000 and $83,000		1,613,778		1,944,501
Materials, Supplies, and Inventories		1,842,060		2,075,199
Financial Derivative Instruments		22,579		28,178
Prepaid Expenses		1,162,483		823,310
Total Current Assets		7,842,892		6,713,280
INVESTMENTS & OTHER ASSETS:
Goodwill		39,805,349		39,805,349
Intangibles		15,668,385		16,257,156
Other Investments		7,697,574		7,521,389
Deferred Charges and Other Assets		48,368		52,596
Total Investments and Other Assets		63,219,676		63,636,490
PROPERTY, PLANT & EQUIPMENT:
Telecommunications Plant		128,206,890		127,634,435
Other Property & Equipment		18,587,969		17,750,364
Video Plant		10,477,052		10,440,379
Total Property, Plant and Equipment		157,271,911		155,825,178
Less Accumulated Depreciation		115,484,070		113,875,345
Net Property, Plant & Equipment		41,787,841		41,949,833
TOTAL ASSETS	$	112,850,409	$	112,299,603

The accompanying notes are an integral part of these consolidated financial statements.

5

NEW ULM TELECOM, INC. CONSOLIDATED BALANCE SHEETS (continued) (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
	March 31, 2018		December 31, 2017
CURRENT LIABILITIES:
Current Portion of Long-Term Debt, Net of     Unamortized Loan Fees	$	3,315,822	$	3,315,822
Accounts Payable		1,474,451		2,079,470
Accrued Income Taxes		1,008,137		676,508
Other Accrued Taxes		211,682		166,249
Deferred Compensation		56,712		57,216
Accrued Compensation		2,015,241		1,825,761
Other Accrued Liabilities		469,772		403,964
Total Current Liabilities		8,551,817		8,524,990
LONG-TERM DEBT, Net of Unamortized
Loan Fees		23,362,260		24,022,465
NONCURRENT LIABILITIES:
Loan Guarantees		151,434		158,043
Deferred Income Taxes		10,317,092		10,318,689
Other Accrued Liabilities		185,619		194,458
Deferred Compensation		624,505		632,225
Total Noncurrent Liabilities		11,278,650		11,303,415
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, 5,164,274 and 5,160,065 Shares Issued     and Outstanding		8,607,123		8,600,108
Accumulated Other Comprehensive Income		16,135		20,135
Unearned Compensation		21,792		13,620
Retained Earnings		61,012,632		59,814,870
Total Stockholders' Equity		69,657,682		68,448,733
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	112,850,409	$	112,299,603

The accompanying notes are an integral part of these consolidated financial statements.

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NEW ULM TELECOM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Three Months Ended
	March 31, 2018		March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	1,650,073	$	1,301,123
Adjustments to Reconcile Net Income to Net Cash     Provided by Operating Activities:
Depreciation and Amortization		2,270,643		2,448,556
Undistributed Earnings of Other Equity Investments		(53,308)		(2,552)
Noncash Patronage Refund		(76,485)		(84,284)
Distributions from Equity Investments		-		100,000
Stock Issued in Lieu of Cash Payment		104,041		89,602
Stock-based Compensation		8,172		-
Changes in Assets and Liabilities:
Receivables		334,951		65,933
Income Taxes Receivable		-		27,559
Inventories		233,139		(2,923)
Prepaid Expenses		(372,503)		43,863
Accounts Payable		(726,693)		(658,161)
Accrued Income Taxes		331,629		69,637
Other Accrued Taxes		45,433		55,271
Other Accrued Liabilities		246,449		(6,197)
Deferred Compensation		(8,224)		(17,637)
Net Cash Provided by Operating Activities		3,987,317		3,429,790
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property, Plant, and Equipment, Net		(1,706,729)		(834,725)
Grants Received for Construction of Plant		323,319		108,624
Other, Net		(53,000)		(42,000)
Net Cash Used in Investing Activities		(1,436,410)		(768,101)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments of Long-Term Debt		(675,000)		(1,350,000)
Changes in Revolving Credit Facility		-		(1,221,779)
Dividends Paid		(516,007)		(488,242)
Net Cash Used in Financing Activities		(1,191,007)		(3,060,021)
NET INCREASE (DECREASE) IN CASH		1,359,900		(398,332)
CASH at Beginning of Period		1,842,092		616,114
CASH at End of Period	$	3,201,992	$	217,782
Supplemental cash flow information:
Cash paid for interest	$	267,358	$	327,930
Net cash paid for income taxes	$	310,000	$	845,000
Certain historical numbers have been changed to conform to the current year's presentation.

The accompanying notes are an integral part of these consolidated financial statements.

7

NEW ULM TELECOM, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
YEAR ENDED DECEMBER 31, 2017, AND THREE MONTHS ENDED MARCH 31, 2018
				Accumulated Other Comprehensive Income (Loss)
	Common Stock					Unearned Compensation		Retained Earnings		Total Equity
	Shares	Amount
BALANCE on December 31, 2016	5,139,375	$	8,565,625	$	(13,580)	$	-	$	51,706,451	$	60,258,496
Director's Stock Plan	12,668		21,113						128,840		149,953
Employee Stock Plan	8,022		13,370						61,235		74,605
Restricted Stock Grant							13,620				13,620
Net Income									9,954,236		9,954,236
Dividends									(2,035,892)		(2,035,892)
Unrealized Gain on Interest Rate Swap					33,715						33,715
BALANCE on December 31, 2017	5,160,065		8,600,108		20,135		13,620		59,814,870		68,448,733
Employee Stock Plan	4,209		7,015						63,696		70,711
Restricted Stock Grant							8,172				8,172
Net Income									1,650,073		1,650,073
Dividends									(516,007)		(516,007)
Unrealized Loss on Interest Rate Swap					(4,000)						(4,000)
BALANCE on March 31, 2018	5,164,274	$	8,607,123	$	16,135	$	21,792	$	61,012,632	$	69,657,682

The accompanying notes are an integral part of these consolidated financial statements.

8

NEW ULM TELECOM, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018 (Unaudited)

Note 1 – Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements of New Ulm Telecom, Inc. and its subsidiaries (NU Telecom) 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, 2017.

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 NU Telecom and its subsidiaries in one business segment: the Telecom 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 telecommunications 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 $1,667,077 and $1,816,490 for the three months ended March 31, 2018 and 2017. We amortize our definite-lived intangible assets over their estimated useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment.

9

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 tax positions 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 March 31, 2018 and December 31, 2017 we had no unrecognized tax benefits.     

We are primarily subject to United States, Minnesota, Iowa, Nebraska and Wisconsin income taxes. Tax years subsequent to 2013 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 March 31, 2018 and December 31, 2017 we had no interest or penalties accrued that related to income tax matters.

On December 22, 2017, the President of the United States signed into law, the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes in United States tax law including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks and a repeal of the corporate alternative minimum tax. The legislation reduced the United States corporate tax rate from the current rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the 21% rate in the 4^th quarter of 2017.

Recent Accounting Developments

In May 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-09 (ASU 2017-09), “Scope of Modification Accounting).” ASU 2017-09 clarifies the modification accounting guidance for stock compensation included in Topic 718, “Compensation – Stock Compensation.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award must be accounted for as a modification under Topic 718. The new guidance is effective prospectively for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We adopted this update effective January 1, 2018 and are apply this guidance to applicable transactions.

10

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. NU Telecom 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.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. This change will result in an increase to recorded assets and liabilities on lessees’ financial statements, as well as changes in the categorization of rental costs, from rent expense to interest and depreciation expense. Other effects may occur depending on the types of leases and the specific terms of them utilized by particular lessees. The ASU is effective for the Company on January 1, 2019, and early application is permitted. Modified retrospective application is required. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related 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.

Note 2 – Revenue Recognition

Change in Accounting Policy

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 contact(s) 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. As amended, the new standard was effective for the Company on January 1, 2018, using either a retrospective basis or a modified retrospective basis with early adoption permitted.  

11

We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective method for open contracts. Under this transition method, the accounting change is applied to the current period with a cumulative effect adjustment recorded to opening retained earnings. Previously reported results will not be restated under this transition method. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting practices under ASC 605 (legacy GAAP). The adoption of ASU 2014-09 did not have a material impact to our systems, processes, internal controls or our financial position and results of operations. In addition, 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 did result 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 discounts. 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 or as performance or as 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. Standalone selling prices for the Company’s services are directly observable.

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Disaggregation of Revenue

The following table summarizes revenue from contracts with customers for the quarters ended March 31, 2018 and 2017:

	Three Months Ended March 31,
	2018		2017
Voice Services¹	$	1,558,393	$	1,633,180
Network Access¹		1,723,215		1,791,842
Video ¹		2,455,167		2,367,124
Data ¹		2,745,131		2,555,194
Directory²		172,052		178,067
Cellular³		119,948		107,402
Other Contracted Revenue4		436,637		540,098
Other5		217,019		183,346
Revenue From Customers		9,427,562		9,356,253
Subsidy and Other Revenue
Outside the Scope of ASC 6066		2,185,624		2,272,876
Total revenue	$	11,613,186	$	11,629,129
¹ Month-to-month contracts billed and consumed in the same month.
² Directory revenue is contracted annually, however, this revenue is recognized monthly over the contract period as the advertising is used.
³ Approximately 88% of the revenue in this category is earned through a monthly commission from the network provider for a billing and collecting arrangement with the network provider. We do not receive revenue from the end-user customer, but instead receive a monthly commission from the provider. Other revenue in this category includes phone and equipment sales and represents approximately 1% of our total revenue.
4This includes long-term contracts where the revenue is recognized monthly over the term of the contract.
5This includes CPE and other equipment sales.
6This includes governmental subsidies and lease revenues outside the scope of ASC 606.

13

Approximately 79% of our total revenue is from month-to-month and other contracted revenue from customers. Approximately 19% of our total revenue is from revenue sources outside of the scope of ASC 606. The remaining 2% of total revenue is 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 when the service is rendered.

Revenues earned from interexchange carriers (IXCs) 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. Revenues are billed at tariffed access rates for both interstate and intrastate calls. Revenues for these services are recognized based on the period the access is provided.

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 telecommunication 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 telecommunication 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.

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National Exchange Carriers Association (NECA) pools and redistributes the SLCs to various telecommunication providers through the Connect America Fund (CAF). 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. 

Cellular – We provide retail sales and service of cellular phones and accessories through Telespire, a national wireless provider. We resell these wireless services as TechTrends Wireless, our branded product. We receive both recurring revenue for our wireless services, as well as revenue collected for the sale of wireless phones and accessories. The majority of the revenue in this category is earned through a monthly commission from Telespire for a billing and collecting arrangement with Telespire. We do not receive revenue from the end-user customer, but instead receive a monthly commission from the Telespire. Other revenue in this category is immaterial to our overall revenues.  

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.

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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 IXC’s. We believe this trend will continue.

New Ulm Telecom’s and Sleepy Eye Telephone Company’s (SETC) settlements from the pools were based on their actual costs to provide service, while the settlements for NU Telecom subsidiaries – Western Telephone Company, Peoples Telephone Company and Hutchinson Telephone Company (HTC) were based on nationwide average schedules. Access revenues for New Ulm Telecom and SETC include an estimate of a cost study each year that is trued-up subsequent to the end of any given year. Our management believes the estimates included in our preliminary cost study were reasonable. We cannot predict the future impact that industry or regulatory changes will have on interstate access revenues.

Intrastate access rates are filed with state regulatory commissions in Minnesota and Iowa.

Effective January 1, 2017 we no longer 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 has instead, elected to receive funding based on the Alternative Connect America Cost Model (A-CAM) as described below.

A-CAM

The FUSF was established as part of the Telecommunications Act of 1996 and provides subsidies to telecommunications providers as means of increasing the availability and affordability of advanced telecommunications services. In 2011, significant reform was introduced, including the creation of the CAF, to help modernize the FUSF and promote support of these telecom services in the nation’s high cost areas. In 2016, the FCC announced additional reform to further transition the CAF from supporting the provision of voice services to the provision of broadband services. On March 30, 2016, the FCC issued a Report and Order (2016 Order) that adopts the following changes to the FUSF for rate-of-return carriers:

·Establishes a voluntary cost model; 

·Creates specific broadband deployment obligations; 

·Provides a mechanism for support of broadband-only deployment; 

·Gradually reduces the authorized rate-of-return from 11.25 percent to 9.75 percent;

·Eliminates support in those local areas served by unsubsidized competitors;

·Establishes “glide-path” transition periods for all the new changes; and

·Maintains the $2 billion budget established by the 2011 Transformation Order.

While the 2011 FUSF Transformation Order established CAF Phase I and CAF Phase II as high cost support mechanisms for the price cap carriers (i.e., the larger, national local exchange carriers (LECs) such as Verizon and AT&T), it was not as specific about how subsidies would change for the rate-of-return carriers (i.e., the smaller LECs, including all rural LECs). In contrast, the 2016 Order focused on the rate-of-return carriers, announced specific changes to existing funding mechanisms as well as a new funding mechanism, and provided rural telecommunications providers with greater certainty about future support.

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One of the major changes introduced by the 2016 Order was the creation of the A-CAM, a new CAF support mechanism for rate-of-return carriers. Utilization of the A-CAM was voluntary; and rate-of-return carriers may have instead chose to continue relying on the legacy support mechanism known as interstate common line support (ICLS), but then modified and renamed CAF Broadband Loop Support. Each carrier needed to decide which support mechanism to elect, and then choose one or the other, per state.

In our Form 10-Q for the quarter ended September 30, 2016, NU Telecom disclosed that we had elected the A-CAM for our Minnesota and Iowa operations, replacing our former ICLS. NU Telecom will receive A-CAM support for a period of ten years in exchange for meeting defined broadband build-out requirements. At the time of NU Telecom’s election, the FCC had not yet determined the final award numbers. 

Consistent with the stated disclosure in our Form 10-Q, NU Telecom notified the FCC that we would continue to elect the A-CAM program. Under the report that accompanied the FCC December 20, 2016 Public Notice, NU Telecom would annually receive (i) $391,896 for our Iowa operations and (ii) $6,118,567 for our Minnesota operations. The Company will use the annual $6.5 million that we receive through the A-CAM program to meet our defined broadband build-out obligations. The A-CAM payments will replace the Company’s former ICLS payments.

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The following table provides information about our receivables, contracts assets and contract liabilities from revenue contracts with our customers:

	January 1, 2018		March 31, 2018		Increase/ (Decrease)
Contract Assets:
Short-term contract assets	$	-	$	-	$	-
Lont-term contract assets	$	-	$	-	$	-
Contract Liabilities:
Short-term contract liabilities	$	93,656	$	354,399	$	260,743	¹
Long-term contract liabilities	$	194,458	$	185,619	$	(8,839)
Receivables:
Receivables accounted for under ASC 606	$	1,431,558	$	1,096,607	$	(334,951)	²
Subsidy Receivables not accounted for under ASC 606	$	542,539	$	542,539	$	-
¹ The difference is due to the timing of the contract billings.
² The reduction in accounts receivable is due to the timing of receipts.

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. Overall commissions paid to our sales representatives are immaterial based on our current commission structure. Due to the immaterial amount of commissions paid and the fact that most of our customers are billed under month-to-month service agreements that generally have no penalties associated with them if canceled by the customer, the Company has applied the practical expedient that allow customer acquisition costs to be expensed as incurred. 

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 of the term of the contract.  

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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.

Note 3 – 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, ACB (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 6 – “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 in companies carried on the equity or cost basis due to a lack of quoted market 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, 2017. We believe the carrying value of our investments is not impaired.

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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.

Note 4 – 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 $39,805,349 at March 31, 2018 and December 31, 2017.    

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 2017 and 2016, we engaged an independent valuation firm to complete our annual impairment testing for existing goodwill. For 2017 and 2016, 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.

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The components of our identified intangible assets are as follows:

		March 31, 2018				December 31, 2017
		Gross Carrying Amount				Gross Carrying Amount
	Useful Lives			Accumulated Amortization				Accumulated Amortization
Definite-Lived Intangible Assets
Customers Relationships	14-15 yrs	$	29,278,445	$	17,876,751	$	29,278,445	$	17,354,646
Regulatory Rights	15 yrs		4,000,000		2,733,309		4,000,000		2,666,643
Trade Name	3-5 yrs		570,000		570,000		570,000		570,000
Indefinitely-Lived Intangible Assets
Video Franchise			3,000,000		-		3,000,000		-
Total		$	36,848,445	$	21,180,060	$	36,848,445	$	20,591,289
Net Identified Intangible Assets				$	15,668,385			$	16,257,156

Amortization expense related to the definite-lived intangible assets was $588,771 and $617,271 for the three months ended March 31, 2018 and 2017. Amortization expense for the remaining nine months of 2018 and the five years subsequent to 2018 is estimated to be:

·	(April 1 – December 31)	$	1,766,312
·	2019	$	2,355,083
·	2020	$	2,355,083
·	2021	$	2,355,038
·	2022	$	983,688
·	2023	$	983,688

Note 5 – Secured Credit Facility

We have a credit facility with CoBank. Under the credit facility, we entered into a master loan agreement (MLA) and a series of supplements to the respective MLA.

NU Telecom and its respective subsidiaries also have entered into security agreements under which substantially all the assets of NU Telecom and its respective subsidiaries have been pledged to CoBank as collateral. In addition, NU Telecom 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 December 31, 2021.

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 $2,100,000 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 2.50 to 1.00, and (ii) in any amount if our Total Leverage Ratio is less than 2.50 to 1.00, and (b) in either case, if we are not in default or potential default under the loan agreements. On March 31, 2016 our Total Leverage Ratio fell below 2.50, thus eliminating any restrictions on our ability to pay cash dividends to our stockholders. Our current Total Leverage Ratio at March 31, 2018 is 1.45.  

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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 fixed coverage ratio. At March 31, 2018 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.  

As described in Note 6 – “Interest Rate Swaps,” we have entered into an IRSA that effectively fixed our interest rates and cover $14.0 million at a weighted average rate of 3.72%, as of March 31, 2018. The remaining debt of $21.9 million ($9.0 million available under the revolving credit facilities and $12.9 million currently outstanding) remains subject to variable interest rates at an effective weighted average interest rate of 4.38%, as of March 31, 2018.    

Note 6 – 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 required 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 June 18, 2015 we entered into an IRSA with CoBank covering $14.0 million of our aggregate indebtedness to CoBank. This swap effectively locked in the interest rate on $14.0 million of variable-rate debt through June 2018. 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 adjusts 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. Net interest payments are reported in our consolidated income statement as interest expense.

Our IRSA under our credit facilities qualifies as 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.

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The fair value of the Company’s IRSA is determined based on valuations received from CoBank and is 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 March 31, 2018, the fair value receivable of the swap was $22,579, which has been recorded net of deferred tax expense of $6,444, for the $16,135 in accumulated other comprehensive income.

Note 7 – 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 11 – “Segment Information”.

Note 8 – Guarantees

NU Telecom has guaranteed a ten-year loan owed by FiberComm, LC, maturing on September 30, 2021. As of March 31, 2018, we have recorded a liability of $151,434 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.

Note 9 – Deferred Compensation

As of March 31, 2018 and December 31, 2017, we have recorded other deferred compensation relating to executive compensation payable to certain former executives of past acquisitions.   

Note 10 – Restricted Stock Units (RSU)

On February 24, 2017, our Board of Directors (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 NU Telecom 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 us 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.

On July 25, 2017, our BOD granted 6,077 shares of RSUs in the Common Stock of the Company to its executive officers under the 2017 Plan. We recognize share-based compensation expense for these RSUs over the vesting period of the RSUs, which was determined by our BOD. The 2017 RSUs will vest on December 31, 2019, at which point, the executives will be able to receive Common Stock in the Company in exchange for the RSUs.

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On March 23, 2018, our BOD and Compensation Committee granted awards to the Company’s executive officers under the 2017 Plan. We recognize share-based compensation expense for these RSU’s over the vesting period of the RSUs’ which was determined by our BOD. Each executive officer received a time-based RSU and a performance-based RSU. The time-based RSUs were computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock of $17.00 on March 26, 2018. 4,044 RSU’s were granted and the RSU’s will vest 100% on December 31, 2020, at which point, the executive officers will be able to receive Common Stock in the Company in exchange for the RSUs. The performance-based RSUs were computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock of $17.00 on March 26, 2018. The RSU’s will vest based on the Company’s average Return on Invested Capital (ROIC) for the three years ended December 31, 2020. 5,750 RSU’s were granted as a target and the RSU’s will vest 100% on December 31, 2020 if ROIC levels are attained, at which point, the executive officers will be able to receive Common Stock in the Company in exchange for the RSUs. The executive officers may earn more or less RSU’s based on if the actual ROIC over the time period is more or less than target.

Note 11 – Segment Information  

We operate in the Telecom Segment and have no other significant business segments. The Telecom 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 Telecom Segment operates the following incumbent local exchange carriers (ILECs) and competitive local exchange carriers (CLECs) and has investment ownership interests as follows:

Telecom Segment

● ILECs:

▪ New Ulm Telecom, Inc., the parent company;

▪ Hutchinson Telephone Company, a wholly-owned subsidiary of NU Telecom;

▪ Peoples Telephone Company, a wholly-owned subsidiary of NU Telecom;

▪ Sleepy Eye Telephone Company, a wholly-owned subsidiary of NU Telecom;

▪ Western Telephone Company, a wholly-owned subsidiary of NU Telecom.

● CLECs:

▪ NU Telecom, located in Redwood Falls, Minnesota; 

▪ Hutchinson Telecommunications, Inc., a wholly-owned subsidiary of HTC, located in Litchfield and Glencoe, Minnesota;

● Our investments and interests in the following entities include some management responsibilities:

▪ FiberComm, LC – 20.00% subsidiary equity ownership interest. FiberComm, LC is located in Sioux City, Iowa;

▪ Broadband Visions, LLC (BBV) – 24.30% subsidiary equity ownership interest. BBV provides video headend and Internet services;

▪ Independent Emergency Services, LLC (IES) – 14.29% subsidiary equity ownership interest. IES is a provider of E-911 services to the State of Minnesota as well as a number of counties located in Minnesota;

▪ SM Broadband, LLC (SMB) – 12.50% subsidiary equity ownership interest. SMB provides network connectivity for regional businesses.

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Note 12 – 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 three months of 2018. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for the discussion relating to commitments and contingencies.

Note 13 – Broadband Grants

In January 2017, the Company was awarded $1,889,968 in broadband grants from the Minnesota Department of Employment and Economic Development (DEED). The grants provided up to 45% of the 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 will receive $850,486 of the total project costs. The Company will provide the remaining 55% matching funds. At March 31, 2018, the Company has received $374,543. These projects will be completed in 2018.

In November 2017, the Company was awarded $1,727,998 in broadband grants from the DEED. The grants provided up to 42.6% of the 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 will receive $736,598 of the total project costs. The Company will provide the remaining 57.4% matching funds. Construction and expenditures for these projects will begin in 2018.

Note 14 – Subsequent Events

We have evaluated and disclosed subsequent events through the filing date of this Quarterly Report on Form 10-Q.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. Certain statements in this Quarterly Report on Form 10-Q, including those relating to the impact on future revenue sources, pending and future regulatory orders, continued expansion of the telecommunications network and expected changes in the sources of our revenue and cost structure resulting from our entrance into new communications markets, are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. The Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. This Quarterly Report on Form 10-Q 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. 

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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 10-Q. 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.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations stated in this Form 10-Q, are based upon NU Telecom’s consolidated unaudited financial statements that have been prepared in accordance with GAAP and, where applicable, conform to the accounting principles as prescribed by federal and state telephone utility regulatory authorities. We presently give accounting recognition to the actions of regulators where appropriate. The preparation of our financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. Our senior management has discussed the development and selection of accounting estimates and the related Management Discussion and Analysis disclosure with our Audit Committee. For a summary of our significant accounting policies, see Note 1 – “Summary of Significant Accounting Policies” to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated herein by reference.

Results of Operations

Overview

NU Telecom has a state-of-the-art; fiber-rich communications network and offers a diverse array of communications products and services. Our businesses provide local telephone service and network access to other telecommunications carriers for connections to our networks. In addition, we provide long distance service, broadband Internet access, video services, and managed and hosted solutions services.

Our operations consist primarily of providing services to customers for a monthly charge. Because many of these services are recurring in nature, backlog orders and seasonality are not significant factors. Our working capital requirements include financing the construction of our networks, which consists of switches and cable, data, Internet protocol (IP) and digital TV. We also require capital to maintain our networks and infrastructure; fund the payroll costs of our highly skilled labor force; maintain inventory to service capital projects, our network and our telephone equipment customers; pay dividends and provide for the carrying value of trade accounts receivable, some of which may take several months to collect in the normal course of business.

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Executive Summary

Highlights:

· On February 23, 2018, the Company announced that it had entered into a Stock Purchase Agreement dated February 22, 2018 to purchase Scott-Rice Telephone Company (Scott-Rice) from Allstream Business U.S., LLC, an affiliate of Zayo Group Holdings, Inc. (Zayo) for approximately $42 million in cash. NU Telecom intends to finance the acquisition from existing capital resources and proceeds from a credit facility with it principal lender CoBank. Scott-Rice provides phone, video and internet services with over 18,000 connections, serving the communities of Prior Lake, Savage, Elko and New Market, Minnesota. The transaction is subject to customary closing conditions and regulatory approvals, but is not subject to New Ulm shareholder approval. The transaction has been unanimously approved by the BODs of New Ulm and Zayo. New Ulm expects the transaction to close during the second quarter of 2018.

· Effective January 1, 2017 the Company no longer receives funding from the FUSF based on the pooling and redistribution of revenues based on a company's actual or average costs, but has instead, elected to receive funding based on the A-CAM. See Note 2 – “Revenue Recognition” for a discussion regarding the A-CAM.

· On January 12, 2017 the DEED announced NU Telecom as one of the companies that will receive state grants for broadband development. NU Telecom received three of the forty-two grants announced by Lieutenant Governor Tina Smith. A total of $34 million was awarded by the DEED with the aim of providing reliable, affordable high-speed internet to more than 16,000 households, more than 2,000 businesses and more than 70 community institutions throughout the state. NU Telecom will receive $850,486 of the $1,889,968, or 45%, of the total project costs to build fiber connections to homes and businesses in the rural areas of Hanska and Mazeppa and in and around Bellechester. Construction on one of the projects began in the spring of 2017 and the construction on the other two projects began in the summer of 2017.  Grant funds will be received by NU Telecom as work progresses and costs are provided to the DEED. At March 31, 2018 we have received $374,543 from this grant.

· On November 24, 2017 the DEED announced NU Telecom as one of the companies that will receive state grants for broadband development. NU Telecom received two of the thirty-nine grants announced by Lieutenant Governor Tina Smith. A total of $26.4 million was awarded by the DEED with the aim of providing reliable, affordable high-speed internet to nearly 10,000 households, more than 2,000 businesses and more than 60 community institutions throughout the state. NU Telecom will receive $736,598 of the $1,727,998, or 42.6%, of the total project costs to build fiber connections to homes and businesses in the rural areas of Hanska and White Rock. Construction on the projects is expected to begin in the spring of 2018. Grant funds will be received by NU Telecom as work progresses and costs are provided to the DEED.    

· Net income for the first quarter of 2018 totaled $1,650,073, which was a $348,950, or 26.82% increase compared to the first quarter of 2017. This increase was primarily due to a decrease in income taxes due to the Tax Cuts and Jobs Act reform legislation signed into law on December 22, 2017.    

· Consolidated revenue for the first quarter of 2018 totaled $11,613,186, which was a $15,943 or 0.14% decrease compared to the first quarter of 2017.

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Business Trends

Included below is a synopsis of business trends management believes will continue to affect our business in 2018. 

Voice and switched access revenues are expected to continue to be adversely impacted by future declines in access lines due to competition in the telecommunications industry from cable television providers (CATV), Voice over Internet Protocol (VoIP) providers, wireless, other competitors and emerging technologies. As we experience access line losses, our switched access revenue will continue to decline consistent with industry-wide trends. A combination of changing minutes of use, carriers optimizing their network costs and lower demand for dedicated lines may affect our future voice and switched access revenues. Access line losses totaled 1,390 or 6.05% for the twelve months ended March 31, 2018 due to the reasons mentioned above.  

The expansion of our state-of-the-art; fiber-rich communications network, growth in broadband customer sales along with continued migration to higher connectivity speeds and the sales of Internet value-added services such as on-line data backup, and hosted and managed service solutions are expected to continue to offset the revenue declines from the access line trends discussed above.

To be competitive, we continue to emphasize the bundling of our products and services. Our customers have the option to bundle local phone, high-speed Internet, long distance and video services. These bundles provide our customers with one convenient location to obtain all of their communications and entertainment options, a convenient billing solution and bundle discounts. We believe that product bundles positively impact our customer retention, and the associated discounts provide our customers the best value for their communications and entertainment options. We have a state-of-the-art, fiber-rich broadband network, which, along with the bundling of our voice, Internet and video services allows us to meet customer demands for products and services. We continue to focus on the research and deployment of advanced technological products that include broadband services, wireless services, private line, VoIP, digital video, IPTV and hosted and managed services.

We continue to evaluate our operating structure to identify opportunities for increased operational efficiencies and effectiveness. This involves evaluating opportunities for task automation, network efficiency and the balancing of our workforce based on the current needs of our customers.

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Financial results for the Telecom Segment are included below:

Telecom Segment

	Three Months Ended March 31,
	2018		2017		Increase (Decrease)
Operating Revenues
Local Service	$	1,363,652	$	1,491,386	$	(127,734)	-8.56%
Network Access		1,665,015		1,662,644		2,371	0.14%
Video		2,458,956		2,370,575		88,381	3.73%
Data		3,116,235		3,033,301		82,934	2.73%
A-CAM/FUSF		1,948,451		2,032,193		(83,742)	-4.12%
Other		1,060,877		1,039,030		21,847	2.10%
Total Operating Revenues		11,613,186		11,629,129		(15,943)	-0.14%
Cost of Services, Excluding Depreciation     and Amortization		5,244,764		5,146,442		98,322	1.91%
Selling, General and Administrative		1,965,016		1,904,628		60,388	3.17%
Depreciation and Amortization Expenses		2,255,848		2,433,761		(177,913)	-7.31%
Total Operating Expenses		9,465,628		9,484,831		(19,203)	-0.20%
Operating Income	$	2,147,558	$	2,144,298	$	3,260	0.15%
Net Income	$	1,650,073	$	1,301,123	$	348,950	26.82%
Capital Expenditures	$	1,706,729	$	834,725	$	872,004	104.47%
Key metrics
Access Lines		21,575		22,965		(1,390)	-6.05%
Video Customers		10,247		10,456		(209)	-2.00%
Broadband Customers		16,648		15,991		657	4.11%

Revenue

Local Service – We receive recurring revenue for basic local services that enable 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. Local service revenue was $1,363,652, which is $127,734 or 8.56% lower in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This decrease was primarily due to the decline in access lines.

The number of access lines we serve as a company have been decreasing, which is consistent with a general industry trend, as customers are increasingly utilizing other technologies, such as wireless phones and IP services. To help offset declines in local service revenue, we implemented an overall strategy that continues to focus on selling a competitive bundle of services. Our focus on marketing competitive service bundles to our customers creates value for the customer and aids in the retention of our voice lines. 

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Network Access – We provide access services to other telecommunications carriers for the use of our facilities to terminate or originate traffic on our network. Additionally, we bill SLCs to substantially all of our customers for access to the public switched network. These monthly SLCs are regulated and approved by the FCC. In addition, network access revenue was derived from several federally administered pooling arrangements designed to provide network support and distribute funding to ILECs. Network access revenue was $1,665,015, which is $2,371 or 0.14% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This increase was primarily due to an increase in special access revenues, partially offset by lower minutes of use on our network.

In recent years, IXCs and others have become more aggressive in disputing both interstate carrier access charges and the applicability of access charges to their network traffic. We believe that long distance and other communication providers will continue to challenge the applicability of access charges either before the FCC or directly with the LECs. We cannot predict the likelihood of future claims and cannot estimate the impact.

Video – We receive monthly recurring revenue from our subscribers for providing commercial TV programming in competition with local CATV, satellite dish TV and off-air TV service providers. We serve seventeen communities with our IPTV services and five communities with our CATV services. Video revenue was $2,458,956, which is $88,381 or 3.73% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This increase was primarily due to a combination of rate increases introduced into several of our markets over the course of the last year.     

Data – We provide high speed Internet to business and residential customers. Our revenue is earned based on the offering of various flat rate packages based on the level of service, data speeds and features. We also provide e-mail and managed services, such as web hosting and design, on-line file back up and on-line file storage. Data revenue was $3,116,235, which is $82,934 or 2.73% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This increase was primarily due to an increase in data customers. We expect continued growth in this area will be driven by expansion of our service areas, our aggressively packaging service bundles and marketing managed service solutions to businesses.

A-CAM/FUSF – Prior to 2017, the Company received support from the FUSF based on the pooling and redistribution of revenues based on a company’s actual or average costs. See Note 2 – “Revenue Recognition” for a discussion regarding FUSF.

Effective January 1, 2017, the Company no longer receives support from the FUSF, but has instead, elected to receive support based on the A-CAM. See Note 2 – “Revenue Recognition” for a discussion regarding the A-CAM. A-CAM/FUSF support totaled $1,948,451, which is $83,742 or 4.12% lower in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This decrease was primarily due to FUSF pool adjustments from prior years.

Other Revenue – Our customers are billed for toll and long-distance services on either a per call or flat-rate basis. This also includes the offering of directory assistance, operator service and long distance private lines. We also generate revenue from directory publishing, sales and service of CPE, bill processing and other customer services. Our directory publishing revenue in our telephone directories recurs monthly. We also provide retail sales and service of cellular phones and accessories through Telespire, a national wireless provider. We resell these wireless services as TechTrends Wireless, our branded product. We receive both recurring revenue for our wireless services, as well as revenue collected for the sales of wireless phones and accessories. Other revenue was $1,060,877, which is $21,847 or 2.10% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This increase was primarily due to an increase in the sales and installation of CPE, and sales of wireless services.

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Cost of Services (excluding Depreciation and Amortization)

Cost of services (excluding depreciation and amortization) was $5,244,764, which is $98,322 or 1.91% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This increase was primarily due to higher programming costs from video content providers and higher costs associated with increased maintenance and support agreements on our equipment and software.   

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1,965,016, which is $60,388 or 3.17% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This increase was primarily due to higher costs associated with professional and consulting services.

Depreciation and Amortization

Depreciation and amortization was $2,255,848, which is $177,913 or 7.31% lower in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This decrease was primarily due to portions of our legacy network becoming fully depreciated. This decrease was partially offset by increases in our broadband property, plant and equipment, reflecting our continual investment in technology and infrastructure in order to meet our customers’ demands for products and services.

Operating Income

Operating income was $2,147,558, which is $3,260 or 0.15% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This increase was primarily due to increases in Video and Data revenues, and a decrease in expenses, partially offset by a decrease in local service revenues and a decrease in A-CAM/FUSF, all of which are described above.

See Consolidated Statements of Income on Page 3 (for discussion below)

Other Income (Expense) and Interest Expense 

Interest expense was $286,935, which is $21,301 or 6.91% lower in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This decrease was primarily due to lower outstanding debt balances.

Interest and dividend income was $53,861, which is $13,165 or 32.35% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This increase was primarily due to an increase in dividend income earned on our investments and increased interest income earned on our increased cash balances.

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Other income for the three months ended March 31, 2018 and 2017 included a patronage credit earned with CoBank as a result of our debt agreements with them. The patronage credit allocated and received in 2018 was $290,895, compared to $337,137 allocated and received in 2017. CoBank determines and pays the patronage credit annually, generally in the first quarter of the calendar year, based on its results from the prior year. We record these patronage credits as income when they are received.

Other investment income was $54,541, which is $41,218 or 309.37% higher in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. Other investment income is primarily from our equity ownerships in several partnerships and limited liability companies.

Income Taxes

Income tax expense was $641,692, which is $300,504 or 31.89% lower in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. This decrease was primarily due to lower federal tax rates associated with the 2017 Tax Cuts and Jobs Act tax reform legislation enacted on December 22, 2017. The effective income tax rates for the three months ending March 31, 2018 was approximately 28.0% and approximately 42.0% for the three months ended March 31, 2017. The effective income tax rate differs from the federal statutory income tax rate primarily due to state income taxes and other permanent differences.

Liquidity and Capital Resources

Capital Structure

NU Telecom’s total capital structure (long-term and short-term debt obligations, net of unamortized loan fees plus stockholders’ equity) was $96,335,764 at March 31, 2018, reflecting 72.3% equity and 27.7% debt. This compares to a capital structure of $95,787,020 at December 31, 2017, reflecting 71.5% equity and 28.5% debt. In the telecommunications industry, debt financing is most often based on operating cash flows. Specifically, our current use of our credit facilities is in a ratio of approximately 1.45 times debt to EBITDA (as defined in the loan documents), which is well within acceptable limits for our agreements and our industry. Our management believes adequate operating cash flows and other internal and external resources, such as our cash on hand and revolving credit facility, are available to finance ongoing operating requirements, including capital expenditures, business development, debt service, temporary financing of trade accounts receivable and dividends.

Liquidity Outlook

Our short-term and long-term liquidity needs arise primarily from (i) capital expenditures; (ii) working capital requirements needed to support the growth of our business; (iii) debt service; (iv) dividend payments on our stock and (v) potential acquisitions.

Our primary sources of liquidity for the three months ended March 31, 2018 were proceeds from cash generated from operations and cash reserves held at the beginning of the period. At March 31, 2018 we had a working capital deficit of $708,925. However, at March 31, 2018, we also had approximately $9.0 million available under our revolving credit facility to fund any short-term working capital needs. The working capital deficit as of March 31, 2018 was primarily the result of the utilization of operating cash flows to fund operations and purchase capital equipment in lieu of using our revolving credit facility.

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Cash Flows

We expect our liquidity needs to include capital expenditures, payment of interest and principal on our indebtedness, income taxes and dividends. We use our cash inflow to manage the temporary increases in cash demand and utilize our revolving credit facility to manage more significant fluctuations in liquidity caused by growth initiatives.

While it is often difficult for us to predict the impact of general economic conditions on our business, we believe that we will be able to meet our current and long-term cash requirements primarily through our operating cash flows, and anticipate that we will be able to plan for and match future liquidity needs with future internal and available external resources.  

We periodically seek to add growth initiatives by either expanding our network or our markets through organic or internal investments or through strategic acquisitions. We believe we can adjust the timing or the number of our initiatives according to any limitations which may be imposed by our capital structure or sources of financing. At this time, we do not anticipate our capital structure will limit our growth initiatives over the next twelve months.

The following table summarizes our cash flow:

	Three Months Ended March 31,
	2018		2017
Net cash provided by (used in):
Operating activities	$	3,987,317	$	3,429,790
Investing activities		(1,436,410)		(768,101)
Financing activities		(1,191,007)		(3,060,021)
Increase (Decrease) in cash	$	1,359,900	$	(398,332)

Cash Flows from Operating Activities

Cash generated by operations in the first three months of 2018 was $3,987,317, compared to cash generated by operations of $3,429,790 in the first three months of 2017. The increase in cash from operating activities in 2018 was primarily due to increased net income, and timing of receipts of receivables, payments for inventories, income taxes and other accrued liabilities. These increases were partially offset by the timing of payments for prepaid expenses and accounts payable and lower depreciation and amortization expenses.

Cash generated by operations continues to be our primary source of funding for existing operations, capital expenditures, debt service and dividend payments to stockholders. Cash at March 31, 2018 was $3,201,992, compared to $1,842,092 at December 31, 2017.

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Cash Flows Used in Investing Activities

We operate in a capital intensive business. We continue to upgrade our local networks for changes in technology to provide advanced services to our customers.

Cash flows used in investing activities were $1,436,410 during the first three months of 2018 compared to $768,101 for the first three months of 2017. Capital expenditures relating to on-going operations were $1,706,729 for the three months ended March 31, 2018, compared to $834,725 for the three months ended March 31, 2017. We expect total plant additions in 2018 to be approximately $8.5 million, net of broadband grants awarded by the State of Minnesota. Our investing expenditures are financed with cash flows from our current operations and advances on our line of credit. We believe that our current operations will provide adequate cash flows to fund our plant additions for the remainder of this year; however, funding from our revolving credit facility is available if the timing of our cash flows from operations does not match our cash flow requirements. As of March 31, 2018, we had $9.0 million available under our existing credit facility to fund capital expenditures and other operating needs.

Cash Flows Used in Financing Activities

Cash used in financing activities for the three months ended March 31, 2018 was $1,191,007. This included long-term debt repayments of $675,000 and the distribution of $516,007 of dividends to our stockholders. Cash used in financing activities for the three months ended March 31, 2017 was $3,060,021. This included long-term debt repayments of $1,350,000, net payments on our revolving credit facility of 1,221,779 and the distribution of $488,242 of dividends to our stockholders.  

Working Capital

We had a working capital deficit (i.e. current assets minus current liabilities) of $708,925 as of March 31, 2018, with current assets of approximately $7.8 million and current liabilities of approximately $8.5 million, compared to a working capital deficit of $1,811,710 as of December 31, 2017. The ratio of current assets to current liabilities was 0.92 and 0.79 as of March 31, 2018 and December 31, 2017. The working capital deficit at March 31, 2018 was primarily the result of the utilization of operating cash flows to fund operations and purchase capital equipment in lieu of using our revolving credit facility. In addition, if it becomes necessary, we will have sufficient availability under our revolving credit facility to fund any fluctuations in working capital and other cash needs.

At March 31, 2018 and December 31, 2017 we were in compliance with all stipulated financial ratios in our loan agreements.

Dividends and Restrictions

We declared a quarterly dividend of $0.10 per share for the first quarter of 2018 and $0.095 for the first quarter of 2017, which totaled $516,007 for the first quarter of 2018 and $488,242 for the first quarter of 2017.

We expect to continue to pay quarterly dividends during 2018, but only if and to the extent declared by our BOD on a quarterly basis and subject to various restrictions on our ability to do so (described below). Dividends on our common stock are not cumulative.

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. See below and Note 5 – “Secured Credit Facility” for additional information.

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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 $2,100,000 in any year if our “Total Leverage Ratio,” that is, the ratio of our “Indebtedness” to “EBITDA” – as defined in the loan documents, is greater than 2.50 to 1.00, and (ii) in any amount if our Total Leverage Ratio is less than 2.50 to 1.00, and (b) in either case, if we are not in default or potential default under the loan agreements. On March 31, 2016 our Total Leverage Ratio fell below 2.50, thus eliminating any restrictions on our ability to pay cash dividends to our stockholders. Our current Total Leverage Ratio at March 31, 2018 is 1.45.  

Our BOD reviews quarterly dividend declarations based on our anticipated earnings, capital requirements and our operating and financial conditions. The cash requirements of our current dividend payment practices are in addition to our other expected cash needs. Should our BOD determine a dividend will be declared, we expect we will have sufficient availability from our current cash flows from operations to fund our existing cash needs and the payment of our dividends. In addition, we expect we will have sufficient availability under our revolving credit facility to fund dividend payments in addition to any fluctuations in working capital and other cash needs.

Long-Term Debt

See Note 5 – “Secured Credit Facility” for information pertaining to our long-term debt.

Recent Accounting Developments  

See Note 1 – “Basis of Presentation and Consolidation” for a discussion of recent accounting developments.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for a smaller reporting company.

Item 4. Controls and Procedures

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) or Rule 15d-15(e), as of the end of the period subject to this Report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

As of the end of the period covered by this Quarterly Report on Form 10-Q (the Evaluation Date), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of the period covered by this Quarterly Report, that our disclosure controls and procedures ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Other than the litigation incidental to our business, there are no pending material legal proceedings to which we are a party or to which any of our property is subject. 

Item 1A. Risk Factors.

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit
Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEW ULM TELECOM, INC.
Dated:  May 15, 2018	By	/s/ Bill D. Otis
		Bill D. Otis, President and Chief Executive Officer
Dated:  May 15, 2018	By	/s/ Curtis O. Kawlewski
		Curtis O. Kawlewski, Chief Financial Officer

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER RULE 13a-14(a) ADOPTED

 PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bill D. Otis, President and Chief Executive Officer of New Ulm Telecom, Inc., certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 of New Ulm Telecom, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                   b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

                   c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

                   d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent functions):

                   a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

                   b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 15, 2018	By	/s/ Bill D. Otis
		Bill D. Otis
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER RULE 13a-14(a) ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Curtis O. Kawlewski, Chief Financial Officer of New Ulm Telecom, Inc., certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 of New Ulm Telecom, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                   b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

                   c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

                   d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.      The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

                   a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

                   b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 15, 2018	/s/ Curtis O. Kawlewski
	Curtis O. Kawlewski
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

UNDER 18 U.S.C. SECTION 1350

PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of New Ulm Telecom, Inc. on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bill D. Otis, President and Chief Executive Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

    1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of New Ulm Telecom, Inc.

Date: May 15, 2018	/s/ Bill D. Otis
	Bill D. Otis
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

UNDER 18 U.S.C. 1350

PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of New Ulm Telecom, Inc. on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Curtis O. Kawlewski, Chief Financial Officer of the Company, hereby certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

    1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of New Ulm Telecom, Inc.

Date: May 15, 2018	/s/ Curtis O. Kawlewski
	Curtis O. Kawlewski
	Chief Financial Officer

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 15, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	NEW ULM TELECOM INC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		5,164,274
Amendment Flag	false
Entity Central Index Key	0000071557
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1

XML

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
OPERATING REVENUES:
Operating Revenues	$ 11,613,186	$ 11,629,129
OPERATING EXPENSES:
Cost of Other Nonregulated Services	527,876	491,888
Depreciation and Amortization	2,255,848	2,433,761
Selling, General and Administrative	1,965,016	1,904,628
Total Operating Expenses	9,465,628	9,484,831
OPERATING INCOME	2,147,558	2,144,298
OTHER (EXPENSE) INCOME
Interest Expense	(286,935)	(308,236)
Interest Income	53,861	40,696
Interest During Construction	31,845	16,101
CoBank Patronage Dividends	290,895	337,137
Other Investment Income	54,541	13,323
Total Other Income (Expense)	144,207	99,021
INCOME BEFORE INCOME TAXES	2,291,765	2,243,319
INCOME TAXES	641,692	942,196
NET INCOME	$ 1,650,073	$ 1,301,123
BASIC AND DILUTED
NET INCOME PER SHARE (in Dollars per share)	$ 0.32	$ 0.25
DIVIDENDS PER SHARE (in Dollars per share)	$ 0.1000	$ 0.0950
WEIGHTED AVERAGE SHARES OUTSTANDING (in Shares)	5,161,468	5,142,049
Service [Member]
OPERATING REVENUES:
Operating Revenues	$ 1,363,652	$ 1,491,386
Network Access [Member]
OPERATING REVENUES:
Operating Revenues	1,665,015	1,662,644
Video [Member]
OPERATING REVENUES:
Operating Revenues	2,458,956	2,370,575
OPERATING EXPENSES:
Cost	2,151,681	2,056,672
Data [Member]
OPERATING REVENUES:
Operating Revenues	3,116,235	3,033,301
OPERATING EXPENSES:
Cost	548,303	548,412
A-CAM/FUSF [Member]
OPERATING REVENUES:
Operating Revenues	1,948,451	2,032,193
Other Non-Regulated [Member]
OPERATING REVENUES:
Operating Revenues	1,060,877	1,039,030
Plant Operations [Member]
OPERATING EXPENSES:
Cost	$ 2,016,904	$ 2,049,470

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net Income	$ 1,650,073	$ 1,301,123
Other Comprehensive Income (Loss):
Unrealized Gain (Loss) on Interest Rate Swaps	(5,599)	27,169
Income Tax (Expense) Benefit Related to Unrealized Gain (Loss) on Interest Rate Swaps	1,599	(10,995)
Other Comprehensive Income (Loss)	(4,000)	16,174
Comprehensive Income	$ 1,646,073	$ 1,317,297

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash	$ 3,201,992	$ 1,842,092
Receivables, Net of Allowance for Doubtful Accounts of $73,000 and $83,000	1,613,778	1,944,501
Materials, Supplies, and Inventories	1,842,060	2,075,199
Financial Derivative Instruments	22,579	28,178
Prepaid Expenses	1,162,483	823,310
Total Current Assets	7,842,892	6,713,280
INVESTMENTS & OTHER ASSETS:
Goodwill	39,805,349	39,805,349
Intangibles	15,668,385	16,257,156
Other Investments	7,697,574	7,521,389
Deferred Charges and Other Assets	48,368	52,596
Total Investments and Other Assets	63,219,676	63,636,490
PROPERTY, PLANT & EQUIPMENT:
Telecommunications Plant	128,206,890	127,634,435
Other Property & Equipment	18,587,969	17,750,364
Video Plant	10,477,052	10,440,379
Total Property, Plant and Equipment	157,271,911	155,825,178
Less Accumulated Depreciation	115,484,070	113,875,345
Net Property, Plant & Equipment	41,787,841	41,949,833
TOTAL ASSETS	112,850,409	112,299,603
CURRENT LIABILITIES:
Current Portion of Long-Term Debt, Net of Unamortized Loan Fees	3,315,822	3,315,822
Accounts Payable	1,474,451	2,079,470
Accrued Income Taxes	1,008,137	676,508
Other Accrued Taxes	211,682	166,249
Deferred Compensation	56,712	57,216
Accrued Compensation	2,015,241	1,825,761
Other Accrued Liabilities	469,772	403,964
Total Current Liabilities	8,551,817	8,524,990
LONG-TERM DEBT, Net of Unamortized Loan Fees	23,362,260	24,022,465
NONCURRENT LIABILITIES:
Loan Guarantees	151,434	158,043
Deferred Income Taxes	10,317,092	10,318,689
Other Accrued Liabilities	185,619	194,458
Deferred Compensation	624,505	632,225
Total Noncurrent Liabilities	11,278,650	11,303,415
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, 5,164,274 and 5,160,065 Shares Issued and Outstanding	8,607,123	8,600,108
Accumulated Other Comprehensive Income	16,135	20,135
Unearned Compensation	21,792	13,620
Retained Earnings	61,012,632	59,814,870
Total Stockholders' Equity	69,657,682	68,448,733
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 112,850,409	$ 112,299,603

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Allowance for Doubtful Accounts (in Dollars)	$ 73,000	$ 83,000
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	5,164,274	5,160,065
Common stock, shares outstanding	5,164,274	5,160,065

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$ 1,650,073	$ 1,301,123
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization	2,270,643	2,448,556
Undistributed Earnings of Other Equity Investments	(53,308)	(2,552)
Noncash Patronage Refund	(76,485)	(84,284)
Distributions from Equity Investments		100,000
Stock Issued in Lieu of Cash Payment	104,041	89,602
Stock-based Compensation	8,172
Changes in Assets and Liabilities:
Receivables	334,951	65,933
Income Taxes Receivable		27,559
Inventories	233,139	(2,923)
Prepaid Expenses	(372,503)	43,863
Accounts Payable	(726,693)	(658,161)
Accrued Income Taxes	331,629	69,637
Other Accrued Taxes	45,433	55,271
Other Accrued Liabilities	246,449	(6,197)
Deferred Compensation	(8,224)	(17,637)
Net Cash Provided by Operating Activities	3,987,317	3,429,790
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property, Plant, and Equipment, Net	(1,706,729)	(834,725)
Grants Received for Construction of Plant	323,319	108,624
Other, Net	(53,000)	(42,000)
Net Cash Used in Investing Activities	(1,436,410)	(768,101)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments of Long-Term Debt	(675,000)	(1,350,000)
Changes in Revolving Credit Facility		(1,221,779)
Dividends Paid	(516,007)	(488,242)
Net Cash Used in Financing Activities	(1,191,007)	(3,060,021)
NET INCREASE (DECREASE) IN CASH	1,359,900	(398,332)
CASH at Beginning of Period	1,842,092	616,114
CASH at End of Period	3,201,992	217,782
Supplemental cash flow information:
Cash paid for interest	267,358	327,930
Net cash paid for income taxes	$ 310,000	$ 845,000

XML

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, 2016	$ 8,565,625	$ (13,580)		$ 51,706,451	$ 60,258,496
BALANCE (in Shares) at Dec. 31, 2016	5,139,375
Director's Stock Plan	$ 21,113			128,840	149,953
Director's Stock Plan (in Shares)	12,668
Employee Stock Plan	$ 13,370			61,235	74,605
Employee Stock Plan (in Shares)	8,022
Restricted Stock Grant			$ 13,620		13,620
Net Income				9,954,236	9,954,236
Dividends				(2,035,892)	(2,035,892)
Unrealized Loss on Interest Rate Swap		33,715			33,715
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
Employee Stock Plan	$ 7,015			63,696	70,711
Employee Stock Plan (in Shares)	4,209
Restricted Stock Grant			8,172		8,172
Net Income				1,650,073	1,650,073
Dividends				(516,007)	(516,007)
Unrealized Loss on Interest Rate Swap		(4,000)			(4,000)
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

XML

Basis of Presentation and Consolidation

3 Months Ended

Mar. 31, 2018

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 New Ulm Telecom, Inc. and its subsidiaries (NU Telecom) 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, 2017.

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 NU Telecom and its subsidiaries in one business segment: the Telecom 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 telecommunications 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 $1,667,077 and $1,816,490 for the three months ended March 31, 2018 and 2017. 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 tax positions 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 March 31, 2018 and December 31, 2017 we had no unrecognized tax benefits.     

We are primarily subject to United States, Minnesota, Iowa, Nebraska and Wisconsin income taxes. Tax years subsequent to 2013 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 March 31, 2018 and December 31, 2017 we had no interest or penalties accrued that related to income tax matters.

On December 22, 2017, the President of the United States signed into law, the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes in United States tax law including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks and a repeal of the corporate alternative minimum tax. The legislation reduced the United States corporate tax rate from the current rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the 21% rate in the 4^th quarter of 2017.

Recent Accounting Developments

In May 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-09 (ASU 2017-09), “Scope of Modification Accounting).” ASU 2017-09 clarifies the modification accounting guidance for stock compensation included in Topic 718, “Compensation – Stock Compensation.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award must be accounted for as a modification under Topic 718. The new guidance is effective prospectively for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We adopted this update effective January 1, 2018 and are apply this guidance to applicable transactions.

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. NU Telecom 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.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. This change will result in an increase to recorded assets and liabilities on lessees’ financial statements, as well as changes in the categorization of rental costs, from rent expense to interest and depreciation expense. Other effects may occur depending on the types of leases and the specific terms of them utilized by particular lessees. The ASU is effective for the Company on January 1, 2019, and early application is permitted. Modified retrospective application is required. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related 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.

XML

Revenue Recognition

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

Note 2 – Revenue Recognition

Change in Accounting Policy

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 contact(s) 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. As amended, the new standard was effective for the Company on January 1, 2018, using either a retrospective basis or a modified retrospective basis with early adoption permitted.  

We adopted ASU 2014-09 as of January 1, 2018 using the modified retrospective method for open contracts. Under this transition method, the accounting change is applied to the current period with a cumulative effect adjustment recorded to opening retained earnings. Previously reported results will not be restated under this transition method. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting practices under ASC 605 (legacy GAAP). The adoption of ASU 2014-09 did not have a material impact to our systems, processes, internal controls or our financial position and results of operations. In addition, 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 did result 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 discounts. 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 or as performance or as 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. 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 quarters ended March 31, 2018 and 2017:

	Three Months Ended March 31,
	2018		2017
Voice Services¹	$	1,558,393	$	1,633,180
Network Access¹		1,723,215		1,791,842
Video ¹		2,455,167		2,367,124
Data ¹		2,745,131		2,555,194
Directory²		172,052		178,067
Cellular³		119,948		107,402
Other Contracted Revenue4		436,637		540,098
Other5		217,019		183,346
Revenue From Customers		9,427,562		9,356,253
Subsidy and Other Revenue
Outside the Scope of ASC 6066		2,185,624		2,272,876
Total revenue	$	11,613,186	$	11,629,129
¹ Month-to-month contracts billed and consumed in the same month.
² Directory revenue is contracted annually, however, this revenue is recognized monthly over the contract period as the advertising is used.
³ Approximately 88% of the revenue in this category is earned through a monthly commission from the network provider for a billing and collecting arrangement with the network provider. We do not receive revenue from the end-user customer, but instead receive a monthly commission from the provider. Other revenue in this category includes phone and equipment sales and represents approximately 1% of our total revenue.
4This includes long-term contracts where the revenue is recognized monthly over the term of the contract.
5This includes CPE and other equipment sales.
6This includes governmental subsidies and lease revenues outside the scope of ASC 606.

Approximately 79% of our total revenue is from month-to-month and other contracted revenue from customers. Approximately 19% of our total revenue is from revenue sources outside of the scope of ASC 606. The remaining 2% of total revenue is 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 when the service is rendered.

Revenues earned from interexchange carriers (IXCs) 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. Revenues are billed at tariffed access rates for both interstate and intrastate calls. Revenues for these services are recognized based on the period the access is provided.

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 telecommunication 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 telecommunication 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.

National Exchange Carriers Association (NECA) pools and redistributes the SLCs to various telecommunication providers through the Connect America Fund (CAF). 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. 

Cellular – We provide retail sales and service of cellular phones and accessories through Telespire, a national wireless provider. We resell these wireless services as TechTrends Wireless, our branded product. We receive both recurring revenue for our wireless services, as well as revenue collected for the sale of wireless phones and accessories. The majority of the revenue in this category is earned through a monthly commission from Telespire for a billing and collecting arrangement with Telespire. We do not receive revenue from the end-user customer, but instead receive a monthly commission from the Telespire. Other revenue in this category is immaterial to our overall revenues.  

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 IXC’s. We believe this trend will continue.

New Ulm Telecom’s and Sleepy Eye Telephone Company’s (SETC) settlements from the pools were based on their actual costs to provide service, while the settlements for NU Telecom subsidiaries – Western Telephone Company, Peoples Telephone Company and Hutchinson Telephone Company (HTC) were based on nationwide average schedules. Access revenues for New Ulm Telecom and SETC include an estimate of a cost study each year that is trued-up subsequent to the end of any given year. Our management believes the estimates included in our preliminary cost study were reasonable. We cannot predict the future impact that industry or regulatory changes will have on interstate access revenues.

Intrastate access rates are filed with state regulatory commissions in Minnesota and Iowa.

Effective January 1, 2017 we no longer 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 has instead, elected to receive funding based on the Alternative Connect America Cost Model (A-CAM) as described below.

A-CAM

The FUSF was established as part of the Telecommunications Act of 1996 and provides subsidies to telecommunications providers as means of increasing the availability and affordability of advanced telecommunications services. In 2011, significant reform was introduced, including the creation of the CAF, to help modernize the FUSF and promote support of these telecom services in the nation’s high cost areas. In 2016, the FCC announced additional reform to further transition the CAF from supporting the provision of voice services to the provision of broadband services. On March 30, 2016, the FCC issued a Report and Order (2016 Order) that adopts the following changes to the FUSF for rate-of-return carriers:

●Establishes a voluntary cost model;   

●Creates specific broadband deployment obligations; 

●Provides a mechanism for support of broadband-only deployment; 

●Gradually reduces the authorized rate-of-return from 11.25 percent to 9.75 percent;

●Eliminates support in those local areas served by unsubsidized competitors;

●Establishes “glide-path” transition periods for all the new changes; and

●Establishes “glide-path” transition periods for all the new changes; and

While the 2011 FUSF Transformation Order established CAF Phase I and CAF Phase II as high cost support mechanisms for the price cap carriers (i.e., the larger, national local exchange carriers (LECs) such as Verizon and AT&T), it was not as specific about how subsidies would change for the rate-of-return carriers (i.e., the smaller LECs, including all rural LECs). In contrast, the 2016 Order focused on the rate-of-return carriers, announced specific changes to existing funding mechanisms as well as a new funding mechanism, and provided rural telecommunications providers with greater certainty about future support.

One of the major changes introduced by the 2016 Order was the creation of the A-CAM, a new CAF support mechanism for rate-of-return carriers. Utilization of the A-CAM was voluntary; and rate-of-return carriers may have instead chose to continue relying on the legacy support mechanism known as interstate common line support (ICLS), but then modified and renamed CAF Broadband Loop Support. Each carrier needed to decide which support mechanism to elect, and then choose one or the other, per state.

In our Form 10-Q for the quarter ended September 30, 2016, NU Telecom disclosed that we had elected the A-CAM for our Minnesota and Iowa operations, replacing our former ICLS. NU Telecom will receive A-CAM support for a period of ten years in exchange for meeting defined broadband build-out requirements. At the time of NU Telecom’s election, the FCC had not yet determined the final award numbers. 

Consistent with the stated disclosure in our Form 10-Q, NU Telecom notified the FCC that we would continue to elect the A-CAM program. Under the report that accompanied the FCC December 20, 2016 Public Notice, NU Telecom would annually receive (i) $391,896 for our Iowa operations and (ii) $6,118,567 for our Minnesota operations. The Company will use the annual $6.5 million that we receive through the A-CAM program to meet our defined broadband build-out obligations. The A-CAM payments will replace the Company’s former ICLS payments.

The following table provides information about our receivables, contracts assets and contract liabilities from revenue contracts with our customers:

	January 1, 2018		March 31, 2018		Increase/(Decrease)
Contract Assets:
Short-term contract assets	$	-	$	-	$	-
Lont-term contract assets	$	-	$	-	$	-
Contract Liabilities:
Short-term contract liabilities	$	93,656	$	354,399	$	260,743	¹
Long-term contract liabilities	$	194,458	$	185,619	$	(8,839)
Receivables:
Receivables accounted for under ASC 606	$	1,431,558	$	1,096,607	$	(334,951)	²
Subsidy Receivables not accounted for under ASC 606	$	542,539	$	542,539	$	-
¹ The difference is due to the timing of the contract billings.
² The reduction in accounts receivable is due to the timing of receipts.

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. Overall commissions paid to our sales representatives are immaterial based on our current commission structure. Due to the immaterial amount of commissions paid and the fact that most of our customers are billed under month-to-month service agreements that generally have no penalties associated with them if canceled by the customer, the Company has applied the practical expedient that allow customer acquisition costs to be expensed as incurred. 

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 of the term of the contract.  

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.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Note 3 – 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, ACB (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 6 – “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 in companies carried on the equity or cost basis due to a lack of quoted market 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, 2017. 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.

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Goodwill and Intangibles

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Note 4 – 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 $39,805,349 at March 31, 2018 and December 31, 2017.    

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 2017 and 2016, we engaged an independent valuation firm to complete our annual impairment testing for existing goodwill. For 2017 and 2016, 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:

		March 31, 2018				December 31, 2017
		Gross Carrying Amount				Gross Carrying Amount
	Useful Lives			Accumulated Amortization				Accumulated Amortization
Definite-Lived Intangible Assets
Customers Relationships	14-15 yrs	$	29,278,445	$	17,876,751	$	29,278,445	$	17,354,646
Regulatory Rights	15 yrs		4,000,000		2,733,309		4,000,000		2,666,643
Trade Name	3-5 yrs		570,000		570,000		570,000		570,000
Indefinitely-Lived Intangible Assets
Video Franchise			3,000,000		-		3,000,000		-
Total		$	36,848,445	$	21,180,060	$	36,848,445	$	20,591,289
Net Identified Intangible Assets				$	15,668,385			$	16,257,156

Amortization expense related to the definite-lived intangible assets was $588,771 and $617,271 for the three months ended March 31, 2018 and 2017. Amortization expense for the remaining nine months of 2018 and the five years subsequent to 2018 is estimated to be:

● (April 1 – December 31)	$	1,766,312
● 2019	$	2,355,083
● 2020	$	2,355,083
● 2021	$	2,355,038
● 2022	$	983,688
● 2023	$	983,688

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Secured Credit Facility

3 Months Ended

Mar. 31, 2018

Secured Credit Facility [Abstract]

Secured Credit Facility [Text Block]

Note 5 – Secured Credit Facility

We have a credit facility with CoBank. Under the credit facility, we entered into a master loan agreement (MLA) and a series of supplements to the respective MLA.

NU Telecom and its respective subsidiaries also have entered into security agreements under which substantially all the assets of NU Telecom and its respective subsidiaries have been pledged to CoBank as collateral. In addition, NU Telecom 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 December 31, 2021.

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 $2,100,000 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 2.50 to 1.00, and (ii) in any amount if our Total Leverage Ratio is less than 2.50 to 1.00, and (b) in either case, if we are not in default or potential default under the loan agreements. On March 31, 2016 our Total Leverage Ratio fell below 2.50, thus eliminating any restrictions on our ability to pay cash dividends to our stockholders. Our current Total Leverage Ratio at March 31, 2018 is 1.45.  

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 fixed coverage ratio. At March 31, 2018 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.  

As described in Note 6 – “Interest Rate Swaps,” we have entered into an IRSA that effectively fixed our interest rates and cover $14.0 million at a weighted average rate of 3.72%, as of March 31, 2018. The remaining debt of $21.9 million ($9.0 million available under the revolving credit facilities and $12.9 million currently outstanding) remains subject to variable interest rates at an effective weighted average interest rate of 4.38%, as of March 31, 2018.    

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Interest Rate Swaps

3 Months Ended

Mar. 31, 2018

Disclosure Text Block Supplement [Abstract]

Financial Instruments Disclosure [Text Block]

Note 6 – 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 required 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 June 18, 2015 we entered into an IRSA with CoBank covering $14.0 million of our aggregate indebtedness to CoBank. This swap effectively locked in the interest rate on $14.0 million of variable-rate debt through June 2018. 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 adjusts 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. Net interest payments are reported in our consolidated income statement as interest expense.

Our IRSA under our credit facilities qualifies as 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 is 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 March 31, 2018, the fair value receivable of the swap was $22,579, which has been recorded net of deferred tax expense of $6,444, for the $16,135 in accumulated other comprehensive income.

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Other Investments

3 Months Ended

Mar. 31, 2018

Other Investments [Abstract]

Other Investments [Text Block]

Note 7 – 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 11 – “Segment Information”.

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Guarantees

3 Months Ended

Mar. 31, 2018

Guarantees [Abstract]

Guarantees [Text Block]

Note 8 – Guarantees

NU Telecom has guaranteed a ten-year loan owed by FiberComm, LC, maturing on September 30, 2021. As of March 31, 2018, we have recorded a liability of $151,434 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.

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Deferred Compensation

3 Months Ended

Mar. 31, 2018

Disclosure Text Block Supplement [Abstract]

Compensation and Employee Benefit Plans [Text Block]

Note 9 – Deferred Compensation

As of March 31, 2018 and December 31, 2017, we have recorded other deferred compensation relating to executive compensation payable to certain former executives of past acquisitions.   

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Restricted Stock Units (RSU)

3 Months Ended

Mar. 31, 2018

Restricted Stock Unit [Abstract]

Restricted Stock Unit [Text Block]

Note 10 – Restricted Stock Units (RSU)

On February 24, 2017, our Board of Directors (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 NU Telecom 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 us 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.

On July 25, 2017, our BOD granted 6,077 shares of RSUs in the Common Stock of the Company to its executive officers under the 2017 Plan. We recognize share-based compensation expense for these RSUs over the vesting period of the RSUs, which was determined by our BOD. The 2017 RSUs will vest on December 31, 2019, at which point, the executives will be able to receive Common Stock in the Company in exchange for the RSUs.

On March 23, 2018, our BOD and Compensation Committee granted awards to the Company’s executive officers under the 2017 Plan. We recognize share-based compensation expense for these RSU’s over the vesting period of the RSUs’ which was determined by our BOD. Each executive officer received a time-based RSU and a performance-based RSU. The time-based RSUs were computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock of $17.00 on March 26, 2018. 4,044 RSU’s were granted and the RSU’s will vest 100% on December 31, 2020, at which point, the executive officers will be able to receive Common Stock in the Company in exchange for the RSUs. The performance-based RSUs were computed as a percentage of the executive officer’s base salary based on the closing price of Company common stock of $17.00 on March 26, 2018. The RSU’s will vest based on the Company’s average Return on Invested Capital (ROIC) for the three years ended December 31, 2020. 5,750 RSU’s were granted as a target and the RSU’s will vest 100% on December 31, 2020 if ROIC levels are attained, at which point, the executive officers will be able to receive Common Stock in the Company in exchange for the RSUs. The executive officers may earn more or less RSU’s based on if the actual ROIC over the time period is more or less than target.

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Segment Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Note 11 – Segment Information  

We operate in the Telecom Segment and have no other significant business segments. The Telecom 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 Telecom Segment operates the following incumbent local exchange carriers (ILECs) and competitive local exchange carriers (CLECs) and has investment ownership interests as follows:

Telecom Segment

● ILECs:

▪ New Ulm Telecom, Inc., the parent company;

▪ Hutchinson Telephone Company, a wholly-owned subsidiary of NU Telecom;

▪ Peoples Telephone Company, a wholly-owned subsidiary of NU Telecom;

▪ Sleepy Eye Telephone Company, a wholly-owned subsidiary of NU Telecom;

▪ Western Telephone Company, a wholly-owned subsidiary of NU Telecom.

● CLECs:

▪ NU Telecom, located in Redwood Falls, Minnesota; 

▪ Hutchinson Telecommunications, Inc., a wholly-owned subsidiary of HTC, located in Litchfield and Glencoe, Minnesota;

● Our investments and interests in the following entities include some management responsibilities:

▪ FiberComm, LC – 20.00% subsidiary equity ownership interest. FiberComm, LC is located in Sioux City, Iowa;

▪ Broadband Visions, LLC (BBV) – 24.30% subsidiary equity ownership interest. BBV provides video headend and Internet services;

▪ Independent Emergency Services, LLC (IES) – 14.29% subsidiary equity ownership interest. IES is a provider of E-911 services to the State of Minnesota as well as a number of counties located in Minnesota;

▪ SM Broadband, LLC (SMB) – 12.50% subsidiary equity ownership interest. SMB provides network connectivity for regional businesses.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 12 – 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 three months of 2018. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for the discussion relating to commitments and contingencies.

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Broadband Grants

3 Months Ended

Mar. 31, 2018

Broadband Grants [Abstract]

Broadband Grants [Text Block]

Note 13 – Broadband Grants

In January 2017, the Company was awarded $1,889,968 in broadband grants from the Minnesota Department of Employment and Economic Development (DEED). The grants provided up to 45% of the 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 will receive $850,486 of the total project costs. The Company will provide the remaining 55% matching funds. At March 31, 2018, the Company has received $374,543. These projects will be completed in 2018.

In November 2017, the Company was awarded $1,727,998 in broadband grants from the DEED. The grants provided up to 42.6% of the 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 will receive $736,598 of the total project costs. The Company will provide the remaining 57.4% matching funds. Construction and expenditures for these projects will begin in 2018.

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Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 14 – Subsequent Events

We have evaluated and disclosed subsequent events through the filing date of this Quarterly Report on Form 10-Q.

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Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

See Note 2 – “Revenue Recognition” for a discussion of our revenue recognition policies.

Cost of Sales, Policy [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 telecommunications 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 $1,667,077 and $1,816,490 for the three months ended March 31, 2018 and 2017. 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 tax positions 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 March 31, 2018 and December 31, 2017 we had no unrecognized tax benefits.     

We are primarily subject to United States, Minnesota, Iowa, Nebraska and Wisconsin income taxes. Tax years subsequent to 2013 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 March 31, 2018 and December 31, 2017 we had no interest or penalties accrued that related to income tax matters.

On December 22, 2017, the President of the United States signed into law, the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes in United States tax law including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks and a repeal of the corporate alternative minimum tax. The legislation reduced the United States corporate tax rate from the current rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the 21% rate in the 4^th quarter of 2017.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Developments

In May 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-09 (ASU 2017-09), “Scope of Modification Accounting).” ASU 2017-09 clarifies the modification accounting guidance for stock compensation included in Topic 718, “Compensation – Stock Compensation.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award must be accounted for as a modification under Topic 718. The new guidance is effective prospectively for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We adopted this update effective January 1, 2018 and are apply this guidance to applicable transactions.

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. NU Telecom 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.

In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. This change will result in an increase to recorded assets and liabilities on lessees’ financial statements, as well as changes in the categorization of rental costs, from rent expense to interest and depreciation expense. Other effects may occur depending on the types of leases and the specific terms of them utilized by particular lessees. The ASU is effective for the Company on January 1, 2019, and early application is permitted. Modified retrospective application is required. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related 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.

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Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]

	Three Months Ended March 31,
	2018		2017
Voice Services¹	$	1,558,393	$	1,633,180
Network Access¹		1,723,215		1,791,842
Video ¹		2,455,167		2,367,124
Data ¹		2,745,131		2,555,194
Directory²		172,052		178,067
Cellular³		119,948		107,402
Other Contracted Revenue4		436,637		540,098
Other5		217,019		183,346
Revenue From Customers		9,427,562		9,356,253
Subsidy and Other Revenue
Outside the Scope of ASC 6066		2,185,624		2,272,876
Total revenue	$	11,613,186	$	11,629,129
¹ Month-to-month contracts billed and consumed in the same month.
² Directory revenue is contracted annually, however, this revenue is recognized monthly over the contract period as the advertising is used.
³ Approximately 88% of the revenue in this category is earned through a monthly commission from the network provider for a billing and collecting arrangement with the network provider. We do not receive revenue from the end-user customer, but instead receive a monthly commission from the provider. Other revenue in this category includes phone and equipment sales and represents approximately 1% of our total revenue.
4This includes long-term contracts where the revenue is recognized monthly over the term of the contract.
5This includes CPE and other equipment sales.
6This includes governmental subsidies and lease revenues outside the scope of ASC 606.

Contract with Customer, Asset and Liability [Table Text Block]

	January 1, 2018		March 31, 2018		Increase/(Decrease)
Contract Assets:
Short-term contract assets	$	-	$	-	$	-
Lont-term contract assets	$	-	$	-	$	-
Contract Liabilities:
Short-term contract liabilities	$	93,656	$	354,399	$	260,743	¹
Long-term contract liabilities	$	194,458	$	185,619	$	(8,839)
Receivables:
Receivables accounted for under ASC 606	$	1,431,558	$	1,096,607	$	(334,951)	²
Subsidy Receivables not accounted for under ASC 606	$	542,539	$	542,539	$	-
¹ The difference is due to the timing of the contract billings.
² The reduction in accounts receivable is due to the timing of receipts.

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Goodwill and Intangibles (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

		March 31, 2018				December 31, 2017
		Gross Carrying Amount				Gross Carrying Amount
	Useful Lives			Accumulated Amortization				Accumulated Amortization
Definite-Lived Intangible Assets
Customers Relationships	14-15 yrs	$	29,278,445	$	17,876,751	$	29,278,445	$	17,354,646
Regulatory Rights	15 yrs		4,000,000		2,733,309		4,000,000		2,666,643
Trade Name	3-5 yrs		570,000		570,000		570,000		570,000
Indefinitely-Lived Intangible Assets
Video Franchise			3,000,000		-		3,000,000		-
Total		$	36,848,445	$	21,180,060	$	36,848,445	$	20,591,289
Net Identified Intangible Assets				$	15,668,385			$	16,257,156

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

● (April 1 – December 31)	$	1,766,312
● 2019	$	2,355,083
● 2020	$	2,355,083
● 2021	$	2,355,038
● 2022	$	983,688
● 2023	$	983,688

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Basis of Presentation and Consolidation (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
Accounting Policies [Abstract]
Number of Reportable Segments	1
Depreciation	$ 1,667,077	$ 1,816,490
Unrecognized Tax Benefits	$ 0		$ 0

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Revenue Recognition (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)
A-CAM [Member]
Revenue Recognition (Details) [Line Items]
Proceeds From Contracts	$ 6,500,000
Iowa Operations [Member]
Revenue Recognition (Details) [Line Items]
Contract Receivable	391,896
Minnesota Operations [Member]
Revenue Recognition (Details) [Line Items]
Contract Receivable	$ 6,118,567
Minimum [Member]
Revenue Recognition (Details) [Line Items]
Contract Term	3 years
Payment Term	30 days
Maximum [Member]
Revenue Recognition (Details) [Line Items]
Contract Term	10 years
Payment Term	60 days
Month to Month and Other Contracted Revenue [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Percentage	79.00%
Revenue Sources Outside of Scope of ASC 606 [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Percentage	19.00%
CPE and Equipment Sales and Installation [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Percentage	2.00%
Voice Services [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 month
Video [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 month
Data [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 month
Other Contracted Revenue [Member] | Minimum [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	3 years
Other Contracted Revenue [Member] | Maximum [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	10 years
Product and Service, Other [Member]
Revenue Recognition (Details) [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 month

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Revenue Recognition (Details) - Revenue from contracts with customers - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Disaggregation of Revenue [Line Items]
Revenue From Customers	$ 9,427,562	$ 9,356,253
Subsidy and Other Revenue Outside the Scope of ASC 6066	2,185,624	2,272,876
Total revenue	11,613,186	11,629,129
Voice Services [Member]
Disaggregation of Revenue [Line Items]
Revenue From Customers	1,558,393	1,633,180
Network Access [Member]
Disaggregation of Revenue [Line Items]
Revenue From Customers	1,723,215	1,791,842
Total revenue	1,665,015	1,662,644
Video [Member]
Disaggregation of Revenue [Line Items]
Revenue From Customers	2,455,167	2,367,124
Total revenue	2,458,956	2,370,575
Data [Member]
Disaggregation of Revenue [Line Items]
Revenue From Customers	2,745,131	2,555,194
Total revenue	3,116,235	3,033,301
Directory [Member]
Disaggregation of Revenue [Line Items]
Revenue From Customers	172,052	178,067
Cellular [Member]
Disaggregation of Revenue [Line Items]
Revenue From Customers	119,948	107,402
Other Contracted Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue From Customers	436,637	540,098
Product and Service, Other [Member]
Disaggregation of Revenue [Line Items]
Revenue From Customers	$ 217,019	$ 183,346

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Revenue Recognition (Details) - Receivables, contracts assets and contract liabilities from revenue contracts with customers - USD ($)	Mar. 31, 2018	Jan. 01, 2018
Contract Assets:
Short-term contract assets
Lont-term contract assets
Contract Liabilities:
Short-term contract liabilities	354,399	93,656
Long-term contract liabilities	185,619	194,458
Receivables:
Receivables accounted for under ASC 606	1,096,607	1,431,558
Subsidy Receivables not accounted for under ASC 606	542,539	$ 542,539
Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
Contract Assets:
Short-term contract assets
Lont-term contract assets
Contract Liabilities:
Short-term contract liabilities	260,743
Long-term contract liabilities	(8,839)
Receivables:
Receivables accounted for under ASC 606	(334,951)
Subsidy Receivables not accounted for under ASC 606

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Goodwill and Intangibles (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 39,805,349		$ 39,805,349
Amortization of Intangible Assets	$ 588,771	$ 617,271

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Goodwill and Intangibles (Details) - Components of Identified Intangible Assets - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Definite-Lived Intangible Assets
Gross Carrying Amount	$ 36,848,445	$ 36,848,445
Accumulated Amortization	21,180,060	20,591,289
Net Identified Intangible Assets	15,668,385	16,257,156
Customer Relationships [Member]
Definite-Lived Intangible Assets
Gross Carrying Amount	29,278,445	29,278,445
Accumulated Amortization	$ 17,876,751	17,354,646
Customer Relationships [Member] | Minimum [Member]
Definite-Lived Intangible Assets
Useful Lives	14 years
Customer Relationships [Member] | Maximum [Member]
Definite-Lived Intangible Assets
Useful Lives	15 years
Regulatory Rights [Member]
Definite-Lived Intangible Assets
Useful Lives	15 years
Gross Carrying Amount	$ 4,000,000	4,000,000
Accumulated Amortization	2,733,309	2,666,643
Trade Names [Member]
Definite-Lived Intangible Assets
Gross Carrying Amount	570,000	570,000
Accumulated Amortization	$ 570,000	570,000
Trade Names [Member] | Minimum [Member]
Definite-Lived Intangible Assets
Useful Lives	3 years
Trade Names [Member] | Maximum [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

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Goodwill and Intangibles (Details) - Summary of Future Amortization Expense	Mar. 31, 2018 USD ($)
Summary of Future Amortization Expense [Abstract]
● (April 1 – December 31)	$ 1,766,312
● 2019	2,355,083
● 2020	2,355,083
● 2021	2,355,038
● 2022	983,688
● 2023	$ 983,688

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Secured Credit Facility (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)	Jun. 18, 2015 USD ($)
Secured Debt [Member]
Secured Credit Facility (Details) [Line Items]
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 $2,100,000 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 2.50 to 1.00, and (ii) in any amount if our Total Leverage Ratio is less than 2.50 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	$ 2,100,000
Ratio of Indebtedness to Net Capital	1.45
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 fixed coverage ratio.
Long-term Line of Credit	$ 12,900,000
Secured Credit Facility [Member]
Secured Credit Facility (Details) [Line Items]
Debt, Weighted Average Interest Rate	4.38%
Line of Credit Facility, Remaining Borrowing Capacity	$ 21,900,000
Amended And Restated MLA With Co Bank [Member] | Revolving Credit Facility [Member]
Secured Credit Facility (Details) [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	$ 9,000,000
Interest Rate Swap [Member]
Secured Credit Facility (Details) [Line Items]
Aggregate Indebtedness		$ 14,000,000
Debt, Weighted Average Interest Rate	3.72%

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Interest Rate Swaps (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Jun. 18, 2015
Interest Rate Swaps (Details) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 16,135	$ 20,135
Interest Rate Swap [Member]
Interest Rate Swaps (Details) [Line Items]
Aggregate Indebtedness			$ 14,000,000
Derivative Asset, Noncurrent	22,579
Deferred Income Tax Expense (Benefit)	6,444
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ 16,135

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Guarantees (Details)	Mar. 31, 2018 USD ($)
Guarantees [Abstract]
Guaranty Liabilities	$ 151,434

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Restricted Stock Units (RSU) (Details) - A2017 Plan [Member] - $ / shares	Mar. 23, 2018	Jul. 25, 2017	Mar. 26, 2018	Feb. 24, 2017
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 (RSUs) [Member]
Restricted Stock Units (RSU) (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		6,077
Share-based Compensation Arrangement by Share-based Payment Award, Vesting Date		Dec. 31, 2019
Time Based RSUs [Member]
Restricted Stock Units (RSU) (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Vesting Date	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	4,044
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	100.00%
Performance Based RSUs [Member]
Restricted Stock Units (RSU) (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Vesting Date	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	5,750
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	100.00%
Common Stock [Member] | Time Based RSUs [Member]
Restricted Stock Units (RSU) (Details) [Line Items]
Share Price (in Dollars per share)			$ 17.00
Common Stock [Member] | Performance Based RSUs [Member]
Restricted Stock Units (RSU) (Details) [Line Items]
Share Price (in Dollars per share)			$ 17.00

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Segment Information (Details)	Mar. 31, 2018
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	12.50%

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Broadband Grants (Details) - USD ($)	1 Months Ended		3 Months Ended
	Nov. 30, 2017	Jan. 31, 2017	Mar. 31, 2018
Broadband Grants (Details) [Line Items]
Grants, Percentage	42.60%	45.00%
Grants Receivable	$ 736,598	$ 850,486
Grants, Percentage, Remaining Portion	57.40%	55.00%
Proceeds from Grants			$ 374,543
Grant [Member]
Broadband Grants (Details) [Line Items]
Revenue from Contract with Customer, Including Assessed Tax	$ 1,727,998	$ 1,889,968