SHEN Shenandoah Telecommunications Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 7, 2024

_______________________________

Shenandoah Telecommunications Company

(Exact name of registrant as specified in its charter)

_______________________________

Virginia	000-09881	54-1162807
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Shentel Way
P.O. Box 459

Edinburg, Virginia 22824

(Address of Principal Executive Offices) (Zip Code)

(540) 984-4141

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Shenandoah Telecommunications Company
Date: November 7, 2024	By:	/s/ James J. Volk
		James J. Volk
		Senior Vice President – Chief Financial Officer (Principal Financial and Accounting Officer)

 

EXHIBIT 99.1

Shenandoah Telecommunications Company Reports Third Quarter 2024 Results

EDINBURG, Va., Nov. 07, 2024 (GLOBE NEWSWIRE) -- Shenandoah Telecommunications Company (“Shentel” or the “Company”) (Nasdaq: SHEN) announced third quarter 2024 financial and operating results.

Third Quarter 2024 Highlights

• Glo Fiber Expansion Markets¹ experienced growth in a number of key metrics:
  • Added approximately 6,000 subscribers in the third quarter of 2024, ending the quarter with over 59,000 subscribers.
  • Passings grew approximately 22,000 to a total of approximately 320,000.
  • Revenue grew $5.8 million or 62% to $15.1 million compared to the same period in 2023. Excluding Horizon markets, revenue grew 56% over the same period in 2023.
• Integration of Horizon ahead of schedule and on track to exceed synergy targets.

“We had a record quarter for Glo Fiber net additions and revenue driving top line revenue growth.” said President and CEO, Christopher E. French. “We made great progress with the integration of our Horizon acquisition, converting four of the six Horizon back-office systems to-date with clear line of sight to finish the integration in early 2025. We now expect to realize $11 million in annual synergy savings. We expect Glo Fiber and synergies will be key growth catalysts in 2025 and drivers of margin expansion.”

Shentel’s third-quarter earnings conference call will be webcast at 8:00 a.m. ET on Thursday, November 7, 2024. The webcast and related materials will be available on Shentel’s Investor Relations website at https://investor.shentel.com/.

Third Quarter 2024 Results

• Revenue in the third quarter of 2024 grew $20.2 million, or 30.0%, to $87.6 million, primarily driven by $16.9 million of revenue resulting from the acquisition of Horizon. Excluding Horizon, revenues grew $3.3 million or 4.9% primarily driven by Glo Fiber Expansion Markets Residential & SMB revenue growth of $5.3 million partially offset by declines in commercial fiber and Incumbent Broadband Markets² Residential & SMB revenue. Glo Fiber Expansion Markets revenue growth was driven by a 54% increase in broadband data subscribers and an 7% increase in broadband data Average Revenue per User (“ARPU”). Commercial Fiber revenue decreased, as expected, due to the previously disclosed decline in T-Mobile revenue from prior period backhaul circuit disconnects as part of decommissioning the former Sprint network. Incumbent Broadband Markets revenue declined 3% due to lower video and other revenue.

• Cost of services for the three months ended September 30, 2024, increased approximately $8.1 million, or 31.0%, compared with the three months ended September 30, 2023, primarily driven by $8.6 million of cost of services from Horizon partially offset by $0.4 million decline in the legacy Shentel markets due primarily to lower programming costs as customers continue to migrate to video service alternatives.

• Selling, general and administrative expense for the three months ended September 30, 2024, increased $5.1 million, or 22.0%, compared with the three months ended September 30, 2023, primarily driven by $3.7 million of selling, general and administrative costs from Horizon and higher advertising and sales headcount to support the Glo Fiber expansion.

• Integration and acquisition expense for the three months ended September 30, 2024 increased $0.5 million compared with the three months ended September 30, 2023, primarily driven by non-recurring acquisition-related costs related to the Horizon acquisition and integration.

• Depreciation and amortization for the three months ended September 30, 2024, increased $11.6 million, or 71.7%, compared with the three months ended September 30, 2023, primarily driven by $8.3 million of depreciation and amortization expense resulting from Horizon. The remaining increase in depreciation and amortization expense is attributable to the Company’s expansion of its Glo Fiber network.

• Net loss from continuing operations was $5.3 million in the third quarter of 2024 compared with net loss from continuing operations of $0.2 million in the third quarter of 2023. The increase in the net loss was due primarily to higher depreciation and amortization from Horizon and Glo Fiber network expansion and higher interest expense from higher borrowings.

• Adjusted EBITDA for the three months ended September 30, 2024 increased to $26.6 million, representing a $6.3 million, or 31.3%, increase compared with the three months ended September 30, 2023. The former Horizon markets contributed $4.7 million. Excluding the former Horizon markets, Adjusted EBITDA grew $1.7 million, or 8.3%, driven by the previously disclosed revenue growth partially offset by higher sales and marketing expenses to support new Glo Fiber markets. Adjusted EBITDA margins grew sequentially from 27% in the second quarter to 30% in the third quarter.

• Total homes passed grew 23,800 to approximately 554,000 including 320,000 Glo Fiber Expansion Market passings and 234,000 Incumbent Broadband Markets passings. Glo Fiber Expansion Markets broadband data subscriber net additions was approximately 6,000. Incumbent Broadband Markets data subscriber net additions were flat in the third quarter 2024.

______________________________________________________

¹ _{Glo Fiber Expansion Markets consists of FTTH passings in greenfield expansion markets in the Shentel and former Horizon markets.}
² _{Incumbent Broadband Markets consists of Shentel Incumbent Cable Markets and Horizon Incumbent Telephone Markets with Fiber-To-The-Home (“FTTH”) passings.}

Other Information

• Capital expenditures were $226.5 million for the nine months ended September 30, 2024 compared with $189.3 million in the comparable 2023 period. The $37.1 million increase in capital expenditures was primarily driven by $20.8 million of capital expenditures in the former Horizon markets and expansion of the networks in Glo Fiber Expansion Markets and government-subsidized markets.

• As of September 30, 2024, our cash and cash equivalents totaled $43.1 million.

Earnings Call Webcast

Date: Thursday, November 7, 2024
Time: 8:00 a.m. ET
Listen via Internet: https://investor.shentel.com/
For Analysts, please register to dial-in at this link.

A replay of the call will be available for a limited time on the Investor Relations page of the Company’s website.

About Shenandoah Telecommunications

Shenandoah Telecommunications Company (Shentel) provides broadband services through its high speed, state-of-the-art fiber optic and cable networks to residential and commercial customers in eight contiguous states in the eastern United States. The Company’s services include: broadband internet, video, voice, high-speed Ethernet, dark fiber leasing, and managed network services. The Company owns an extensive regional network with over 16,300 route miles of fiber. For more information, please visit www.shentel.com.

This release contains forward-looking statements about Shentel regarding, among other things, its business strategy, its prospects and its financial position. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “plans,” “should,” “could,” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. The forward-looking statements are based upon management’s beliefs, assumptions and current expectations and may include comments as to Shentel’s beliefs and expectations as to future events and trends affecting its business that are necessarily subject to uncertainties, many of which are outside Shentel’s control. Although management believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are not, and should not be relied upon as, a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at which such performance or results will be achieved, and actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors. A discussion of other factors that may cause actual results to differ from management’s projections, forecasts, estimates and expectations is available in Shentel’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q. Those factors may include, among others, the expected savings and synergies from the Horizon Transaction may not be realized or may take longer or cost more than expected to realize, changes in overall economic conditions including rising inflation, regulatory requirements, changes in technologies, changes in competition, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions. The forward-looking statements included are made only as of the date of the statement. Shentel undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events, except as required by law.

CONTACTS:
Shenandoah Telecommunications Company
Jim Volk
Senior Vice President and Chief Financial Officer
540-984-5168
Jim.Volk@emp.shentel.com

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)	Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Service revenue and other	$	87,599			$	67,409			$	242,646			$	201,218
Operating expenses:
Cost of services exclusive of depreciation and amortization		34,415				26,268				94,941				76,451
Selling, general and administrative		28,006				22,952				86,223				74,021
Integration and acquisition		1,673				1,146				13,616				1,578
Impairment expense		—				1,532				—				2,552
Depreciation and amortization		27,681				16,121				70,703				47,037
Total operating expenses		91,775				68,019				265,483				201,639
Operating loss		(4,176	)			(610	)			(22,837	)			(421	)
Other (expense) income:
Interest expense		(3,668	)			(1,198	)			(11,740	)			(2,495	)
Other income, net		998				2,024				4,642				4,615
(Loss) income from continuing operations before income taxes		(6,846	)			216				(29,935	)			1,699
Income tax (benefit) expense		(1,542	)			399				(7,768	)			2,540
Loss from continuing operations		(5,304	)			(183	)			(22,167	)			(841	)
Discontinued operations:
Income from discontinued operations, net of tax		41				1,776				1,923				6,290
Gain on the sale of discontinued operations, net of tax		—				—				216,805				—
Total income from discontinued operations, net of tax		41				1,776				218,728				6,290
Net (loss) income		(5,263	)			1,593				196,561				5,449
Net income attributable to redeemable noncontrolling interest		1,638				—				1,638				—
Net (loss) income attributable to common shareholders	$	(6,901	)		$	1,593			$	194,923			$	5,449
Net (loss) income per share attributable to common shareholders, basic and diluted:
Loss from continuing operations	$	(0.13	)		$	—			$	(0.45	)		$	(0.02	)
Income from discontinued operations, net of tax		—				0.03				4.10				0.13
Net (loss) income per share	$	(0.13	)		$	0.03			$	3.65			$	0.11
Weighted average shares outstanding, basic and diluted		54,781				50,379				53,370				50,346

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)	September 30, 2024				December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	43,099			$	139,255
Accounts receivable, net of allowance for credit losses of $1,574 and $886, respectively		32,526				19,782
Income taxes receivable		4,700				4,691
Prepaid expenses and other		17,189				11,782
Current assets held for sale		—				561
Total current assets		97,514				176,071
Investments		15,369				13,198
Property, plant and equipment, net		1,385,355				850,337
Goodwill and intangible assets, net		162,822				81,123
Operating lease right-of-use assets		20,738				13,024
Deferred charges and other assets		13,011				11,561
Non-current assets held for sale		—				68,915
Total assets	$	1,694,809			$	1,214,229
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt, net of unamortized loan fees	$	8,628			$	7,095
Accounts payable		65,952				53,546
Advanced billings and customer deposits		15,212				12,394
Accrued compensation		16,030				11,749
Current operating lease liabilities		3,317				2,222
Accrued liabilities and other		13,994				7,747
Current liabilities held for sale		—				3,602
Total current liabilities		123,133				98,355
Long-term debt, less current maturities, net of unamortized loan fees		335,931				292,804
Other long-term liabilities:
Deferred income taxes		181,613				85,664
Benefit plan obligations		5,091				3,943
Non-current operating lease liabilities		11,657				7,185
Other liabilities		31,008				16,912
Non-current liabilities held for sale		—				56,696
Total other long-term liabilities		229,369				170,400
Commitments and contingencies (Note 15)
Temporary equity:
Redeemable noncontrolling interest		81,018				—
Shareholders’ equity:
Common stock, no par value, authorized 96,000; 54,573 and 50,272 issued and outstanding at June 30, 2024 and December 31, 2023, respectively		—				—
Additional paid in capital		145,363				66,933
Retained earnings		778,992				584,069
Accumulated other comprehensive income, net of taxes		1,003				1,668
Total shareholders’ equity		925,358				652,670
Total liabilities, temporary equity and shareholders’ equity	$	1,694,809			$	1,214,229

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)	Nine Months Ended September 30,
		2024				2023
Cash flows from operating activities:
Net income	$	196,561			$	5,449
Income from discontinued operations, net of tax		218,728				6,290
Loss from continuing operations		(22,167	)			(841	)
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of business acquisition
Depreciation and amortization		70,703				47,037
Stock-based compensation expense, net of amount capitalized		7,620				8,364
Impairment expense		—				2,552
Deferred income taxes		(7,768	)			3,211
Provision for credit losses		1,748				1,837
Gain on sale of FCC spectrum licenses		—				(1,328	)
Other, net		903				5
Changes in assets and liabilities:
Accounts receivable		(630	)			1,257
Current income taxes		1,154				25,108
Operating lease assets and liabilities, net		(123	)			(156	)
Other assets		(3,045	)			2,914
Accounts payable		(583	)			(3,458	)
Other deferrals and accruals		564				(4,220	)
Net cash provided by operating activities - continuing operations		48,376				82,282
Net cash (used in) provided by operating activities - discontinued operations		(6,405	)			9,407
Net cash provided by operating activities		41,971				91,689
Cash flows from investing activities:
Capital expenditures		(226,452	)			(189,343	)
Government grants received		11,094				448
Cash disbursed for acquisition, net of cash acquired		(347,411	)			—
Proceeds from the sale of FCC spectrum licenses		—				17,300
Proceeds from sale of assets and other		1,846				566
Net cash used in investing activities - continuing operations		(560,923	)			(171,029	)
Net cash provided by (used in) investing activities - discontinued operations		305,827				(1,459	)
Net cash used in investing activities		(255,096	)			(172,488	)
Cash flows from financing activities:
Principal payments on long-term debt		(4,843	)			—
Proceeds from credit facility borrowings		50,000				75,000
Payments for debt amendment costs		(4,570	)			(300	)
Proceeds from the issuance of redeemable noncontrolling interest, net of financing fees paid		79,380				—
Taxes paid for equity award issuances		(1,671	)			(1,317	)
Payments for financing arrangements and other		(1,327	)			(679	)
Net cash provided by financing activities - continuing operations		116,969				72,704
Net decrease in cash and cash equivalents		(96,156	)			(8,095	)
Cash and cash equivalents, beginning of period		139,255				44,061
Cash and cash equivalents, end of period	$	43,099			$	35,966
Supplemental Disclosures of Cash Flow Information
Interest paid, net of amounts capitalized	$	(8,935	)		$	(1,633	)
Income tax (paid) refunds received, net	$	(6,657	)		$	25,481

Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin

The Company defines Adjusted EBITDA as net (loss) income from continuing operations calculated in accordance with GAAP, adjusted for the impact of depreciation and amortization, impairment expense, other income (expense), net, interest income, interest expense, income tax expense (benefit), stock compensation expense, transaction costs related to acquisition and disposition events (including professional advisory fees, integration costs, and related compensatory matters), restructuring expense, tax on equity award vesting and exercise events, and other non-comparable items. A reconciliation of net (loss) income from continuing operations, which is the most directly comparable GAAP financial measure, to Adjusted EBITDA is provided below herein.

Adjusted EBITDA margin is the Company’s calculation of Adjusted EBITDA, divided by revenue calculated in accordance with GAAP.

The Company uses Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of performance to evaluate operating effectiveness and assess its ability to increase revenues while controlling expense growth and the scalability of the Company’s business growth strategy. Adjusted EBITDA is also a significant performance measure used by the Company in its incentive compensation programs. The Company believes that the exclusion of the expense and income items eliminated in calculating Adjusted EBITDA and Adjusted EBITDA margin provides management and investors a useful measure for period-to-period comparisons of the Company’s core operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to the Company’s ongoing operations. Accordingly, the Company believes that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating the Company’s operating results. However, use of Adjusted EBITDA and Adjusted EBITDA margin as analytical tools has limitations, and investors and others should not consider them in isolation or as substitutes for analysis of our financial results as reported under GAAP. In addition, other companies may calculate Adjusted EBITDA and Adjusted EBITDA margin or similarly titled measures differently, which may reduce their usefulness as comparative measures.

	Three Months Ended September 30,								Nine Months Ended September 30,
(in thousands)		2024				2023				2024				2023
Loss from continuing operations	$	(5,304	)		$	(183	)		$	(22,167	)		$	(841	)
Depreciation and amortization		27,681				16,121				70,703				47,037
Impairment expense		—				1,532				—				2,552
Other expense (income), net		2,670				(826	)			7,098				(2,120	)
Income tax (benefit) expense		(1,542	)			399				(7,768	)			2,540
Stock-based compensation		1,384				2,044				7,620				8,364
Integration and acquisition		1,673				1,146				13,616				1,578
Adjusted EBITDA	$	26,562			$	20,233			$	69,102			$	59,110
Adjusted EBITDA margin		30	%			30	%			28	%			29	%

Supplemental Information

Operating Statistics

	Three Months Ended September 30,
		2024				2023
Homes and businesses passed (1)		553,877				415,971
Incumbent Broadband Markets (4)		234,366				213,317
Glo Fiber Expansion Markets (5)		319,511				202,654
Residential & Small and Medium Business ("SMB") Revenue Generating Units ("RGUs"):
Broadband Data		170,586				146,797
Incumbent Broadband Markets (4)		111,320				109,404
Glo Fiber Expansion Markets (5)		59,266				37,393
Video		41,192				44,050
Voice		44,389				40,699
Total Residential & SMB RGUs (excludes RLEC)		256,167				231,546
Residential & SMB Penetration (2)
Broadband Data		30.8	%			35.3	%
Incumbent Broadband Markets (4)		47.5	%			51.3	%
Glo Fiber Expansion Markets (5)		18.5	%			18.5	%
Video		7.4	%			10.6	%
Voice		8.3	%			10.2	%
Fiber route miles		16,357				9,387
Total fiber miles (3)		1,825,122				813,273

______________________________________________________
(1) Homes and businesses are considered passed (“passings”) if we can connect them to our network without further extending the distribution system. Passings is an estimate based upon the best available information. Passings will vary among video, broadband data and voice services.
(2) Penetration is calculated by dividing the number of users by the number of passings or available homes, as appropriate.
(3) Total fiber miles are measured by taking the number of fiber strands in a cable and multiplying that number by the route distance. For example, a 10 mile route with 144 fiber strands would equal 1,440 fiber miles.
(4) Incumbent Broadband Markets consists of Shentel Incumbent Cable Markets and Horizon Incumbent Telephone Markets with Fiber-To-The-Home (“FTTH”) passings.
(5) Glo Fiber Expansion Markets consists of FTTH passings in greenfield expansion markets in the Shentel and former Horizon markets.

Residential & SMB ARPU
	Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Residential & SMB Revenue:
Broadband Data	$	42,038			$	35,096			$	121,442			$	102,422
Incumbent Broadband Markets		28,241				26,977				84,363				81,422
Glo Fiber Expansion Markets		13,797				8,119				37,079				21,000
Video		14,520				14,077				43,827				43,133
Voice		3,275				3,062				9,580				9,146
Discounts, adjustments and other		(508	)			769				17				2,629
Total Residential & SMB Revenue	$	59,325			$	53,004			$	174,866			$	157,330
Average RGUs:
Broadband Data		167,514				144,510				161,169				140,420
Incumbent Broadband Markets		111,224				109,364				110,722				109,612
Glo Fiber Expansion Markets		56,290				35,146				50,447				30,808
Video		41,630				44,385				41,789				45,294
Voice		44,214				40,605				42,923				40,254
ARPU: (1)
Broadband Data	$	83.65			$	80.95			$	83.72			$	81.02
Incumbent Broadband Markets	$	84.64			$	82.22			$	84.66			$	82.54
Glo Fiber Expansion Markets	$	81.70			$	77.00			$	81.67			$	75.74
Video	$	116.26			$	105.72			$	116.53			$	105.81
Voice	$	24.69			$	25.14			$	24.80			$	25.24

______________________________________________________

^{(1) Average Revenue Per RGU calculation = (Residential & SMB Revenue) / average RGUs / 3 months.}

v3.24.3

Cover	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity File Number	000-09881
Entity Registrant Name	Shenandoah Telecommunications Company
Entity Central Index Key	0000354963
Entity Tax Identification Number	54-1162807
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	500 Shentel Way
Entity Address, Address Line Two	P.O. Box 459
Entity Address, City or Town	Edinburg
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22824
City Area Code	540
Local Phone Number	984-4141
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (No Par Value)
Trading Symbol	SHEN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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