UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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On April 29, 2021, Shenandoah Telecommunications Company (the “Company”) issued a press release announcing its financial position as of March 31, 2021, results of operations for the three months ended March 31, 2021, and other related information. The Company will also post supplemental earnings presentation materials on the investor section of the Company’s website at www.Shentel.com prior to the earnings call scheduled for 8:00 A.M. (ET) April 30, 2021. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
These materials may contain forward-looking statements about Shenandoah Telecommunications Company regarding, among other things, our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. Shenandoah Telecommunications Company 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.
(d) Exhibits
99.1* | First Quarter 2021 Earnings Press Release | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished herewith
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: April 29, 2021 | By: | /s/ James J. Volk |
James J. Volk | ||
Senior Vice President – Chief Financial Officer (Principal Financial Officer) | ||
EXHIBIT 99.1
Shenandoah Telecommunications Company Reports First Quarter 2021 Results
EDINBURG, Va., April 29, 2021 (GLOBE NEWSWIRE) -- Shenandoah Telecommunications Company (“Shentel”) (Nasdaq: SHEN) announced first quarter 2021 financial and operating results.
First Quarter 2021 Highlights
“We made excellent progress in executing our 2021 plan with strong growth in broadband data net additions, newly constructed passings, revenues and Adjusted OIBDA,” said President and CEO, Christopher E. French. “In particular, we are very pleased with our broadband data churn result in the quarter. We believe strongly that we have a superior value proposition to our competitors in all of the markets we serve and the continued gains in customer satisfaction we are experiencing are strong validation of our broadband investment thesis.”
Shentel's first-quarter earnings conference call will be webcast at 8:00 a.m. ET on Friday, April 30, 2021. The webcast and related materials will be available on Shentel’s Investor Relations website at https://investor.shentel.com/.
Consolidated First Quarter 2021 Results
Broadband
Tower
Other Information
2021 Outlook
The Company is affirming the full-year 2021 guidance as summarized below:
($ in millions) | Year Ending December 31, | Year Ended December 31, 2019 | % Change 2020 to 2021 Midpoint | % Change 2019 to 2020 | ||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Guidance | Actual | |||||||||||||||||||||||
Low | High | |||||||||||||||||||||||
Revenue | $ | 241 | $ | 248 | $ | 221 | $ | 207 | 10.6 | % | 6.8 | % | ||||||||||||
Operating Income (loss) | $ | 7 | $ | 14 | $ | (1 | ) | $ | (1 | ) | nm | — | % | |||||||||||
Adjusted OIBDA | $ | 69 | $ | 76 | $ | 57 | $ | 49 | 27.2 | % | 16.3 | % | ||||||||||||
Capital Expenditures | $ | 157 | $ | 168 | $ | 120 | $ | 67 | 35.4 | % | 79.1 | % |
Adjusted OIBDA is a non-GAAP financial measure that is not determined in accordance with US generally accepted accounting principles. Reconciliations of this non-GAAP financial measures are provided in this press release after the consolidated financial statements.
Conference Call and Webcast
Teleconference Information:
Date: April 30, 2021
Time: 8:00 A.M. (ET)
Dial in number: 1-888-695-7639
Password: 5934209
Audio webcast: http://investor.shentel.com/
An audio replay of the call will be available approximately two hours after the call is complete, through May 30, 2021 by calling (855) 859-2056.
About Shenandoah Telecommunications
Shenandoah Telecommunications Company (Shentel) provides a broad range of diversified communications services through its high speed, state-of-the-art wireless, cable and fiber optic and fixed wireless networks to customers in the Mid-Atlantic United States. The Company’s services include: broadband internet, video, and digital voice; fiber optic Ethernet, wavelength and leasing; telephone voice and digital subscriber line; tower colocation leasing; and wireless voice and data. Shentel is the exclusive personal communications service (“PCS”) Affiliate of Sprint in a multi-state area covering large portions of central and western Virginia, south-central Pennsylvania, West Virginia, and portions of Maryland, and Kentucky. For more information, please visit www.shentel.com.
This release contains forward-looking statements that are subject to various risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of unforeseen factors. A discussion of factors that may cause actual results to differ from management's projections, forecasts, estimates and expectations, is available in the Company’s filings with the SEC. Those factors may include changes in general economic conditions, increases in costs, changes in regulation and other competitive factors.
CONTACTS:
Shenandoah Telecommunications Company
Jim Volk
Senior Vice President - Chief Financial Officer
540-984-5168
Jim.Volk@emp.shentel.com
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES | ||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||
(in thousands, except per share amounts) | Three Months Ended March 31, | |||||||
2021 | 2020 | |||||||
Service revenue and other | $ | 59,691 | $ | 53,134 | ||||
Operating expenses: | ||||||||
Cost of services | 23,283 | 20,317 | ||||||
Selling, general and administrative | 20,153 | 22,096 | ||||||
Restructuring expense | 618 | — | ||||||
Depreciation and amortization | 13,266 | 12,085 | ||||||
Total operating expenses | 57,320 | 54,498 | ||||||
Operating income (loss) | 2,371 | (1,364 | ) | |||||
Other income: | ||||||||
Other income, net | 1,600 | 749 | ||||||
Income (loss) before income taxes | 3,971 | (615 | ) | |||||
Income tax expense (benefit) | 922 | (765 | ) | |||||
Income from continuing operations | 3,049 | 150 | ||||||
Income from discontinued operations, net of tax | 48,472 | 13,130 | ||||||
Net income | 51,521 | 13,280 | ||||||
Net income per share, basic and diluted: | ||||||||
Basic - Income from continuing operations | $ | 0.06 | $ | — | ||||
Basic - Income from discontinued operations, net of tax | $ | 0.97 | $ | 0.27 | ||||
Basic net income per share | $ | 1.03 | $ | 0.27 | ||||
Diluted - Income from continuing operations | $ | 0.06 | $ | — | ||||
Diluted - Income from discontinued operations, net of tax | $ | 0.97 | $ | 0.27 | ||||
Diluted net income per share | $ | 1.03 | $ | 0.27 | ||||
Weighted average shares outstanding, basic | 49,947 | 49,888 | ||||||
Weighted average shares outstanding, diluted | 50,081 | 50,036 | ||||||
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, 2021 | December 31, 2020 | ||||||
Cash and cash equivalents | $ | 229,182 | $ | 195,397 | |||
Other current assets | 79,561 | 80,024 | |||||
Current assets held for sale | 1,117,528 | 1,133,294 | |||||
Total current assets | 1,426,271 | 1,408,715 | |||||
Investments | 13,376 | 13,769 | |||||
Property, plant and equipment, net | 468,383 | 440,427 | |||||
Intangible assets, net and Goodwill | 106,543 | 106,759 | |||||
Operating lease right-of-use assets | 52,738 | 50,387 | |||||
Deferred charges and other assets, net | 14,998 | 11,650 | |||||
Non-current assets held for sale | — | — | |||||
Total assets | $ | 2,082,309 | $ | 2,031,707 | |||
Current liabilities held for sale | 443,089 | $ | 452,202 | ||||
Total current liabilities | 759,228 | $ | 755,859 | ||||
Long-term debt, less current maturities | — | — | |||||
Non-current liabilities held for sale | — | — | |||||
Other liabilities | 246,038 | 241,252 | |||||
Total shareholders’ equity | 633,954 | 582,394 | |||||
Total liabilities and shareholders’ equity | $ | 2,082,309 | $ | 2,031,707 | |||
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
Three Months Ended March 31, | |||||||||
(in thousands) | 2021 | 2020 | |||||||
Cash flows from operating activities: | |||||||||
Net income | $ | 51,521 | $ | 13,280 | |||||
Income from operations of discontinued operations, net of tax | 48,472 | 13,130 | |||||||
Income from continuing operations | 3,049 | 150 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
Depreciation | 13,043 | 11,931 | |||||||
Amortization of intangible assets | 223 | 154 | |||||||
Bad debt expense | 137 | 205 | |||||||
Stock based compensation expense, net of amount capitalized | 642 | 2,739 | |||||||
Deferred income taxes | 5,256 | (385 | ) | ||||||
Other adjustments | (339 | ) | (257 | ) | |||||
Changes in assets and liabilities | (12,875 | ) | (1,283 | ) | |||||
Net cash provided by operating activities – continuing operations | 9,136 | 13,254 | |||||||
Net cash provided by operating activities – discontinued operations | 75,530 | 47,854 | |||||||
Net cash provided by operating activities | 84,666 | 61,108 | |||||||
Cash flows from investing activities: | |||||||||
Capital expenditures | (39,482 | ) | (23,362 | ) | |||||
Proceeds from sale of assets and other | 14 | 263 | |||||||
Net cash used in investing activities – continuing operations | (39,468 | ) | (23,099 | ) | |||||
Net cash used in investing activities – discontinued operations | (882 | ) | (8,926 | ) | |||||
Net cash used in investing activities | (40,350 | ) | (32,025 | ) | |||||
Cash flows from financing activities: | |||||||||
Taxes paid for equity award issuances | (1,486 | ) | (1,945 | ) | |||||
Other | (496 | ) | (27 | ) | |||||
Net cash used in financing activities – continuing operations | (1,982 | ) | (1,972 | ) | |||||
Net cash used in financing activities – discontinued operations | (8,549 | ) | (8,530 | ) | |||||
Net cash used in financing activities | (10,531 | ) | (10,502 | ) | |||||
Net increase in cash and cash equivalents | 33,785 | 18,581 | |||||||
Cash and cash equivalents, beginning of period | 195,397 | 101,651 | |||||||
Cash and cash equivalents, end of period | $ | 229,182 | $ | 120,232 | |||||
Non-GAAP Financial Measures
Adjusted OIBDA
Adjusted OIBDA represents Operating income before depreciation, amortization of intangible assets, stock-based compensation and certain other items of revenue, expense, gain or loss not reflective of our operating performance, which may or may not be recurring in nature.
Adjusted OIBDA is a non-GAAP financial measure that we use to evaluate our operating performance in comparison to our competitors. Management believes that analysts and investors use Adjusted OIBDA as a supplemental measure of operating performance to facilitate comparisons with other telecommunications companies. This measure isolates and evaluates operating performance by excluding the cost of financing (e.g., interest expense), as well as the non-cash depreciation and amortization of past capital investments, non-cash share-based compensation expense, and certain other items of revenue, expense, gain or loss not reflective of our operating performance.
Adjusted OIBDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for operating income, net income or any other measure of financial performance reported in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
The following tables reconcile Adjusted OIBDA to operating income, which we consider to be the most directly comparable GAAP financial measure:
Three Months Ended March 31, 2021 | |||||||||||||||||
(in thousands) | Broadband | Tower | Corporate & Eliminations | Consolidated | |||||||||||||
Operating income (loss) from continuing operations | $ | 10,427 | $ | 2,702 | $ | (10,758 | ) | $ | 2,371 | ||||||||
Depreciation | 11,538 | 481 | 1,024 | 13,043 | |||||||||||||
Amortization | 223 | — | — | 223 | |||||||||||||
OIBDA | 22,188 | 3,183 | (9,734 | ) | 15,637 | ||||||||||||
Stock compensation expense | — | — | 642 | 642 | |||||||||||||
Deal advisory fees | 115 | — | 109 | 224 | |||||||||||||
Restructuring expense | 105 | — | 513 | 618 | |||||||||||||
Adjusted OIBDA | $ | 22,408 | $ | 3,183 | $ | (8,470 | ) | $ | 17,121 | ||||||||
Three Months Ended March 31, 2020 | ||||||||||||||||||
(in thousands) | Broadband | Tower | Corporate & Eliminations | Consolidated | ||||||||||||||
Operating income (loss) from continuing operations | $ | 10,662 | $ | 1,795 | $ | (13,821 | ) | $ | (1,364 | ) | ||||||||
Depreciation | 9,880 | 470 | 1,581 | 11,931 | ||||||||||||||
Amortization | 154 | — | — | 154 | ||||||||||||||
OIBDA | 20,696 | 2,265 | (12,240 | ) | 10,721 | |||||||||||||
Stock compensation expense | — | — | 2,739 | 2,739 | ||||||||||||||
Deal advisory fees | — | — | 910 | 910 | ||||||||||||||
Adjusted OIBDA | $ | 20,696 | $ | 2,265 | $ | (8,591 | ) | $ | 14,370 | |||||||||
2021 Outlook – Adjusted OIBDA
($ in millions) | Year Ending December 31, | Year Ended December 31, 2019 | ||||||||||||||||
2021 | 2020 | |||||||||||||||||
Guidance | Actual | |||||||||||||||||
Low | High | |||||||||||||||||
Operating Income (loss) | $ | 7 | $ | 14 | $ | (1 | ) | $ | (1 | ) | ||||||||
Depreciation | $ | 53 | $ | 53 | $ | 48 | $ | 46 | ||||||||||
Amortization | $ | 1 | $ | 1 | $ | 1 | $ | 1 | ||||||||||
Stock compensation expense | $ | 6 | $ | 6 | $ | 6 | $ | 3 | ||||||||||
Deal advisory fees | $ | — | $ | — | $ | 3 | $ | — | ||||||||||
Restructuring expense and other | $ | 2 | $ | 2 | $ | — | $ | — | ||||||||||
Adjusted OIBDA | $ | 69 | $ | 76 | $ | 57 | $ | 49 | ||||||||||
Segment Results
Three Months Ended March 31, 2021:
(in thousands) | Broadband | Tower | Corporate & Eliminations | Consolidated | |||||||||||||
External revenue | |||||||||||||||||
Residential & SMB | $ | 42,930 | $ | — | $ | — | $ | 42,930 | |||||||||
Commercial Fiber | 6,385 | — | — | 6,385 | |||||||||||||
RLEC & Other | 3,631 | — | — | 3,631 | |||||||||||||
Tower lease | — | 2,150 | — | 2,150 | |||||||||||||
Service revenue and other | 52,946 | 2,150 | — | 55,096 | |||||||||||||
Revenue for service provided to the discontinued Wireless operations | 2,208 | 2,515 | (128 | ) | 4,595 | ||||||||||||
Total revenue | 55,154 | 4,665 | (128 | ) | 59,691 | ||||||||||||
Operating expenses | |||||||||||||||||
Cost of services | 22,136 | 1,248 | (101 | ) | 23,283 | ||||||||||||
Selling, general and administrative | 10,725 | 234 | 9,194 | 20,153 | |||||||||||||
Restructuring expense | 105 | — | 513 | 618 | |||||||||||||
Depreciation and amortization | 11,761 | 481 | 1,024 | 13,266 | |||||||||||||
Total operating expenses | 44,727 | 1,963 | 10,630 | 57,320 | |||||||||||||
Operating income (loss) | $ | 10,427 | $ | 2,702 | $ | (10,758 | ) | $ | 2,371 | ||||||||
Three Months Ended March 31, 2020:
(in thousands) | Broadband | Tower | Corporate & Eliminations | Consolidated | ||||||||||||||
External revenue | ||||||||||||||||||
Residential & SMB | $ | 37,009 | $ | — | $ | — | $ | 37,009 | ||||||||||
Commercial Fiber | 6,200 | — | — | 6,200 | ||||||||||||||
RLEC & Other | 4,044 | — | — | 4,044 | ||||||||||||||
Tower lease | — | 1,797 | — | 1,797 | ||||||||||||||
Service revenue and other | 47,253 | 1,797 | — | 49,050 | ||||||||||||||
Revenue for service provided to the discontinued Wireless operations | 2,533 | 1,933 | (382 | ) | 4,084 | |||||||||||||
Total revenue | 49,786 | 3,730 | (382 | ) | 53,134 | |||||||||||||
Operating expenses | ||||||||||||||||||
Cost of services | 19,386 | 939 | (8 | ) | 20,317 | |||||||||||||
Selling, general and administrative | 9,704 | 526 | 11,866 | 22,096 | ||||||||||||||
Depreciation and amortization | 10,034 | 470 | 1,581 | 12,085 | ||||||||||||||
Total operating expenses | 39,124 | 1,935 | 13,439 | 54,498 | ||||||||||||||
Operating income (loss) | $ | 10,662 | $ | 1,795 | $ | (13,821 | ) | $ | (1,364 | ) | ||||||||
Supplemental Information
Broadband Operating Statistics
March 31, 2021 | March 31, 2020 | ||||
Broadband homes and businesses passed (1) | 259,891 | 212,129 | |||
Incumbent Cable (2) | 210,210 | 206,782 | |||
Glo Fiber | 34,441 | 5,347 | |||
Beam | 15,240 | — | |||
Broadband customer relationships (3) | 115,921 | 103,287 | |||
Residential & SMB RGUs: | |||||
Broadband Data | 107,569 | 86,667 | |||
Incumbent Cable (2) | 101,576 | 86,214 | |||
Glo Fiber | 5,524 | 453 | |||
Beam | 469 | — | |||
Video (2) | 51,989 | 53,067 | |||
Voice (2) | 33,322 | 31,836 | |||
Total Residential & SMB RGUs (excludes RLEC) | 192,880 | 171,570 | |||
Residential & SMB Penetration (4) | |||||
Broadband Data | 41.4 | % | 40.9 | % | |
Incumbent Cable | 48.3 | % | 41.7 | % | |
Glo Fiber | 16.0 | % | 8.5 | % | |
Beam | 3.1 | % | — | % | |
Video | 20.0 | % | 25.0 | % | |
Voice | 14.6 | % | 16.3 | % | |
Fiber route miles | 6,888 | 6,273 | |||
Total fiber miles (5) | 407,710 | 334,802 |
______________________________________________________
(1) | Homes and businesses are considered passed (“homes passed”) if we can connect them to our network without further extending the distribution system. Homes passed is an estimate based upon the best available information. Homes passed will vary among video, broadband data and voice services. |
(2) | The Company acquired Canaan Cable on December 31, 2020 adding 1,100 homes passed, 512 data RGUs, 324 video RGUs and 164 voice RGUs. |
(3) | Customer relationships represent the number of billed customers who receive at least one of our services. |
(4) | Penetration is calculated by dividing the number of users by the number of homes passed or available homes, as appropriate. |
(5) | 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. |
Broadband - Residential and SMB ARPU | |||||||||
Three Months Ended March 31, | |||||||||
2021 | 2020 | ||||||||
Residential and SMB Revenue: | |||||||||
Broadband | $ | 24,585 | $ | 19,833 | |||||
Incumbent Cable | 23,465 | 19,768 | |||||||
Glo Fiber | 1,068 | 65 | |||||||
Beam | 52 | — | |||||||
Video | 15,652 | 14,821 | |||||||
Voice | 2,899 | 2,827 | |||||||
Discounts and adjustments | (206 | ) | (472 | ) | |||||
Total Revenue | $ | 42,930 | $ | 37,009 | |||||
Average RGUs: | |||||||||
Broadband Data | 105,149 | 84,890 | |||||||
Incumbent Cable | 100,117 | 84,621 | |||||||
Glo Fiber | 4,795 | 269 | |||||||
Beam | 237 | — | |||||||
Video | 52,436 | 52,995 | |||||||
Voice | 32,931 | 31,593 | |||||||
ARPU: (1) | |||||||||
Broadband | $ | 77.93 | $ | 77.88 | |||||
Incumbent Cable | $ | 78.12 | $ | 77.87 | |||||
Glo Fiber | $ | 74.24 | $ | 80.55 | |||||
Beam | $ | 73.14 | $ | — | |||||
Video | $ | 99.50 | $ | 93.22 | |||||
Voice | $ | 29.34 | $ | 29.83 |
______________________________________________________
(1) | Average Revenue Per RGU calculation = (Residential & SMB Revenue * 1,000) / average RGUs / 3 months |
Tower Operating Statistics
March 31, 2021 | March 31, 2020 | ||||
Macro tower sites | 223 | 220 | |||
Tenants (1) | 443 | 408 | |||
Average tenants per tower | 2.0 | 1.85 |
______________________________________________________
(1) | Includes 236 and 203 intercompany tenants for our Wireless operations, (reported as a discontinued operation), and Broadband operations, as of March 31, 2021 and 2020, respectively. |