UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
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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).
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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. ☐
On April 28, 2022, Shenandoah Telecommunications Company (the “Company”) issued a press release announcing its financial position as of March 31, 2022, results of operations for the three months ended March 31, 2022, and other related information. The Company also posted supplemental earnings presentation materials on the investor section of the Company’s website at www.Shentel.com. 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
The following exhibit is furnished with this Current Report on Form 8-K.
Exhibit No. | Description | |
99.1* | First Quarter 2022 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 28, 2022 | 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 2022 Results
EDINBURG, Va., April 28, 2022 (GLOBE NEWSWIRE) -- Shenandoah Telecommunications Company (“Shentel”) (Nasdaq: SHEN) announced first quarter 2022 financial and operating results.
Highlights
“We are pleased with our progress in executing our fiber first broadband strategy with another record quarter for Glo Fiber net adds and passings” said President and CEO, Christopher E. French. "Although top line revenue growth was solid, increases in our operating expenses adversely impacted margins as we improved employee compensation and upgraded our back-office systems. We expect margin improvements in the second half of 2022 as we implement our cost savings initiatives to drive costs out of the business."
Shentel's first-quarter earnings conference call will be webcast at 8:00 a.m. ET on Friday, April 29, 2022. The webcast and related materials will be available on Shentel’s Investor Relations website at https://investor.shentel.com/.
Consolidated First Quarter 2022 Results
Broadband
Tower
Other Information
Conference Call and Webcast
Teleconference Information:
Date: April 29, 2022
Time: 8:00 A.M. (ET)
Dial in number: 1-888-695-7639
Password: 2869853
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 29, 2022 by calling (855) 859-2056.
About Shenandoah Telecommunications
Shenandoah Telecommunications Company (Shentel) provides broadband services through its high speed, state-of-the-art cable, fiber optic and fixed wireless networks to customers in the Mid-Atlantic United States. The Company’s services include: broadband internet, video, and voice; fiber optic Ethernet, wavelength and leasing; and tower colocation leasing. The Company owns an extensive regional network with over 7,600 route miles of fiber and over 220 macro cellular towers. 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,” “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. Those factors may include natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, changes in general economic conditions including high inflation, increases in costs, changes in regulation and other competitive factors. 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 COMPREHENSIVE INCOME (LOSS) | ||||||
(in thousands, except per share amounts) | Three Months Ended March 31, | |||||
2022 | 2021 | |||||
Service revenue and other | $ | 64,414 | $ | 59,691 | ||
Operating expenses: | ||||||
Cost of services exclusive of depreciation and amortization | 26,339 | 23,424 | ||||
Selling, general and administrative | 23,771 | 20,153 | ||||
Restructuring expense | — | 618 | ||||
Depreciation and amortization | 14,684 | 13,266 | ||||
Total operating expenses | 64,794 | 57,461 | ||||
Operating income (loss) | (380 | ) | 2,230 | |||
Other income (expense): | ||||||
Other income (expense), net | (170 | ) | 1,600 | |||
Income (loss) from continuing operations before income taxes | (550 | ) | 3,830 | |||
Income tax expense | 53 | 885 | ||||
Income (loss) from continuing operations | (603 | ) | 2,945 | |||
Income from discontinued operations, net of tax | — | 48,472 | ||||
Net income (loss) | $ | (603 | ) | $ | 51,417 | |
Net income (loss) per share, basic and diluted: | ||||||
Basic - Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.06 | |
Basic - Income from discontinued operations, net of tax | $ | — | $ | 0.97 | ||
Basic net income (loss) per share | $ | (0.01 | ) | $ | 1.03 | |
Diluted - Income (loss) from continuing operations | $ | (0.01 | ) | $ | 0.06 | |
Diluted - Income from discontinued operations, net of tax | $ | — | $ | 0.97 | ||
Diluted net income (loss) per share | $ | (0.01 | ) | $ | 1.03 | |
Weighted average shares outstanding, basic | 50,146 | 49,947 | ||||
Weighted average shares outstanding, diluted | 50,146 | 50,081 | ||||
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, 2022 | December 31, 2021 | ||||
Cash and cash equivalents | $ | 53,981 | $ | 84,344 | |
Other current assets | 72,129 | 82,023 | |||
Total current assets | 126,110 | 166,367 | |||
Investments | 13,284 | 13,661 | |||
Property, plant and equipment, net | 581,541 | 554,162 | |||
Intangible assets, net and goodwill | 89,633 | 89,831 | |||
Operating lease right-of-use assets | 57,130 | 56,414 | |||
Deferred charges and other assets, net | 15,553 | 10,298 | |||
Total assets | $ | 883,251 | $ | 890,733 | |
Total current liabilities | 57,058 | 67,290 | |||
Total other long-term liabilities | 181,864 | 181,168 | |||
Total shareholders’ equity | 644,329 | 642,275 | |||
Total liabilities and shareholders’ equity | $ | 883,251 | $ | 890,733 | |
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended March 31, | |||||||
2022 | 2021 | ||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | (603 | ) | $ | 51,417 | ||
Income from discontinued operations, net of tax | — | 48,472 | |||||
Income (loss) from continuing operations | (603 | ) | 2,945 | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization | 14,684 | 13,266 | |||||
Stock based compensation expense, net of amount capitalized | 3,143 | 642 | |||||
Deferred income taxes | (349 | ) | — | ||||
Other, net | 1,017 | (202 | ) | ||||
Changes in assets and liabilities: | |||||||
Accounts receivable | 5,890 | 1,861 | |||||
Current income taxes | 459 | 885 | |||||
Operating lease assets and liabilities, net | 80 | (260 | ) | ||||
Other assets | (1,365 | ) | (5,683 | ) | |||
Accounts payable | (4,130 | ) | (281 | ) | |||
Other deferrals and accruals | (2,760 | ) | (4,037 | ) | |||
Net cash provided by operating activities - continuing operations | 16,066 | 9,136 | |||||
Net cash provided by operating activities - discontinued operations | — | 75,530 | |||||
Net cash provided by operating activities | 16,066 | 84,666 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (45,693 | ) | (39,482 | ) | |||
Proceeds from sale of assets and other | 86 | 14 | |||||
Net cash used in investing activities - continuing operations | (45,607 | ) | (39,468 | ) | |||
Net cash used in investing activities - discontinued operations | — | (882 | ) | ||||
Net cash used in investing activities | (45,607 | ) | (40,350 | ) | |||
Cash flows from financing activities: | |||||||
Taxes paid for equity award issuances | (603 | ) | (1,486 | ) | |||
Payments for financing arrangements and other | (219 | ) | (496 | ) | |||
Net cash used in financing activities - continuing operations | (822 | ) | (1,982 | ) | |||
Net cash used in financing activities - discontinued operations | — | (8,549 | ) | ||||
Net cash used in financing activities | (822 | ) | (10,531 | ) | |||
Net increase (decrease) in cash and cash equivalents | (30,363 | ) | 33,785 | ||||
Cash and cash equivalents, beginning of period | 84,344 | 195,397 | |||||
Cash and cash equivalents, end of period | $ | 53,981 | $ | 229,182 | |||
Non-GAAP Financial Measures
Adjusted EBITDA
The Company defines Adjusted EBITDA as net income (loss) from continuing operations calculated in accordance with GAAP, adjusted for the impact of depreciation and amortization, 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 income (loss) 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. 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 March 31, 2022 | ||||||||||||||||
(in thousands) | Broadband | Tower | Corporate & Eliminations | Consolidated | ||||||||||||
Net income (loss) from continuing operations | $ | 8,127 | $ | 2,753 | $ | (11,483 | ) | $ | (603 | ) | ||||||
Depreciation and amortization | 12,876 | 484 | 1,324 | 14,684 | ||||||||||||
Other income, net | 54 | — | 116 | 170 | ||||||||||||
Income tax (benefit) | — | — | 53 | 53 | ||||||||||||
EBITDA | 21,057 | 3,237 | (9,990 | ) | 14,304 | |||||||||||
Stock-based compensation | — | — | 3,143 | 3,143 | ||||||||||||
Restructuring charges and other | 17 | — | (81 | ) | (64 | ) | ||||||||||
Adjusted EBITDA | $ | 21,074 | $ | 3,237 | $ | (6,928 | ) | $ | 17,383 | |||||||
Adjusted EBITDA margin | 35 | % | 67 | % | N/A | 27 | % |
Three Months Ended March 31, 2021 | ||||||||||||||||
(in thousands) | Broadband | Tower | Corporate & Eliminations | Consolidated | ||||||||||||
Net income (loss) from continuing operations | $ | 10,217 | $ | 2,702 | $ | (9,974 | ) | $ | 2,945 | |||||||
Depreciation and amortization | 11,761 | 481 | 1,024 | 13,266 | ||||||||||||
Other income, net | 69 | — | (1,669 | ) | (1,600 | ) | ||||||||||
Income tax expense | — | — | 885 | 885 | ||||||||||||
EBITDA | 22,047 | 3,183 | (9,734 | ) | 15,496 | |||||||||||
Stock-based compensation | — | — | 642 | 642 | ||||||||||||
Restructuring charges and other | 220 | — | 622 | 842 | ||||||||||||
Adjusted EBITDA | $ | 22,267 | $ | 3,183 | $ | (8,470 | ) | $ | 16,980 | |||||||
Adjusted EBITDA margin | 40 | % | 68 | % | N/A | 28 | % |
Segment Results
Three Months Ended March 31, 2022:
(in thousands) | Broadband | Tower | Corporate & Eliminations | Consolidated | ||||||||||
External revenue | ||||||||||||||
Residential & SMB | $ | 46,913 | $ | — | $ | — | $ | 46,913 | ||||||
Commercial Fiber | 9,062 | — | — | 9,062 | ||||||||||
RLEC & Other | 3,689 | — | — | 3,689 | ||||||||||
Tower lease | — | 4,746 | — | 4,746 | ||||||||||
Service revenue and other | 59,664 | 4,746 | — | 64,410 | ||||||||||
Revenue for service provided to the discontinued Wireless operations | 50 | 101 | (147 | ) | 4 | |||||||||
Total revenue | 59,714 | 4,847 | (147 | ) | 64,414 | |||||||||
Operating expenses | ||||||||||||||
Cost of services | 25,168 | 1,292 | (121 | ) | 26,339 | |||||||||
Selling, general and administrative | 13,489 | 318 | 9,964 | 23,771 | ||||||||||
Depreciation and amortization | 12,876 | 484 | 1,324 | 14,684 | ||||||||||
Total operating expenses | 51,533 | 2,094 | 11,167 | 64,794 | ||||||||||
Operating income (loss) | $ | 8,181 | $ | 2,753 | $ | (11,314 | ) | $ | (380 | ) |
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 | 22,277 | 1,248 | (101 | ) | 23,424 | ||||||||
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 | 44,868 | 1,963 | 10,630 | 57,461 | |||||||||
Operating income (loss) | $ | 10,286 | $ | 2,702 | $ | (10,758 | ) | $ | 2,230 |
Supplemental Information
Broadband Operating Statistics
March 31, 2022 | March 31, 2021 | ||||
Broadband homes and businesses passed (1) | 332,720 | 259,891 | |||
Incumbent Cable | 211,442 | 210,210 | |||
Glo Fiber | 93,611 | 34,441 | |||
Beam | 27,667 | 15,240 | |||
Broadband customer relationships (2) | 119,026 | 115,921 | |||
Residential & Small and Medium Business ("SMB") RGUs: | |||||
Broadband Data | 122,753 | 107,569 | |||
Incumbent Cable | 107,291 | 101,576 | |||
Glo Fiber | 13,783 | 5,524 | |||
Beam | 1,679 | 469 | |||
Video | 49,163 | 51,989 | |||
Voice | 36,042 | 33,322 | |||
Total Residential & SMB RGUs (excludes RLEC) | 207,958 | 192,880 | |||
Residential & SMB Penetration (3) | |||||
Broadband Data | 36.9 | % | 41.4 | % | |
Incumbent Cable | 50.7 | % | 48.3 | % | |
Glo Fiber | 14.7 | % | 16.0 | % | |
Beam | 6.1 | % | 3.1 | % | |
Video | 14.8 | % | 20.0 | % | |
Voice | 12.5 | % | 14.6 | % | |
Fiber route miles | 7,611 | 6,888 | |||
Total fiber miles (4) | 564,097 | 407,710 |
______________________________________________________
(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) | Customer relationships represent the number of billed customers who receive at least one of our services. | |
(3) | Penetration is calculated by dividing the number of users by the number of passings or available homes, as appropriate. | |
(4) | 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, | |||||||
2022 | 2021 | ||||||
Residential and SMB Revenue: | |||||||
Broadband | $ | 28,994 | $ | 24,585 | |||
Incumbent Cable | 25,863 | 23,465 | |||||
Glo Fiber | 2,786 | 1,068 | |||||
Beam | 345 | 52 | |||||
Video | 15,341 | 15,652 | |||||
Voice | 2,916 | 2,899 | |||||
Discounts and adjustments | (338 | ) | (206 | ) | |||
Total Revenue | $ | 46,913 | $ | 42,930 | |||
Average RGUs: | |||||||
Broadband Data | 120,648 | 105,149 | |||||
Incumbent Cable | 106,590 | 100,117 | |||||
Glo Fiber | 12,493 | 4,795 | |||||
Beam | 1,565 | 237 | |||||
Video | 49,445 | 52,436 | |||||
Voice | 34,836 | 32,931 | |||||
ARPU: (1) | |||||||
Broadband | $ | 80.11 | $ | 77.93 | |||
Incumbent Cable | $ | 80.88 | $ | 78.12 | |||
Glo Fiber | $ | 74.33 | $ | 74.24 | |||
Beam | $ | 73.48 | $ | 73.14 | |||
Video | $ | 103.42 | $ | 99.50 | |||
Voice | $ | 27.90 | $ | 29.34 |
______________________________________________________
(1) | Average Revenue Per RGU calculation = (Residential & SMB Revenue * 1,000) / average RGUs / 3 months |
Tower Operating Statistics
March 31, 2022 | March 31, 2021 | ||
Macro tower sites | 223 | 223 | |
Tenants (1) | 468 | 443 | |
Average tenants per tower | 2.1 | 2.0 |
______________________________________________________
(1) | Includes 33 and 236 tenants for our Wireless operations, (reported as a discontinued operation), and Broadband operations, as of March 31, 2022 and 2021, respectively. |