Shenandoah Telecommunications Company Reports Second Quarter 2024 Results
Second Quarter 2024 Highlights
- On
April 1, 2024 , Shentel completed its previously announced acquisition ofHorizon Acquisition Parent LLC (“Horizon”) for approximately$385 million , which consisted of$305 million in cash and 4.1 million shares of Shentel’s common stock issued to a selling shareholder of Horizon (“Horizon Transaction”). Cash consideration paid also included purchase price adjustments for capital expenditure reimbursements and working capital subject to subsequent adjustments as defined in the merger agreement. Horizon is a leading commercial fiber provider inOhio and adjacent states. - Glo Fiber Expansion Markets1 added approximately 5,000 subscribers in the second quarter of 2024. Glo Fiber Expansion Markets ended the quarter with approximately 53,000 subscribers, including approximately 2,000 acquired from Horizon.
- Glo Fiber Expansion Markets passings grew approximately 38,000, including 16,000 acquired from Horizon, to a total of approximately 298,000.
- Revenue in the second quarter grew to
$85.8 million , up$19.2 million , or 28.7%, compared to the same period in 2023. The former Horizon markets contributed$16.7 million in revenue. Excluding the former Horizon markets, Glo Fiber Expansion Markets revenue grew 67% over the same period in 2023. - Net loss from continuing operations was
$12.8 million in the second quarter of 2024 compared with net loss from continuing operations of$1.4 million in the second quarter of 2023. This was due primarily to non-recurring integration and acquisition expenses and depreciation related to the Horizon acquisition.
“We made good progress executing our
Shentel’s second-quarter earnings conference call will be webcast at
Second Quarter 2024 Results
- Total Incumbent Broadband Markets2 and Glo Fiber Expansion Markets broadband data Revenue Generating Units (“RGUs”) as of
June 30, 2024 were 164,566, representing 15.7% year-over-year growth driven primarily byGlo Fiber . Total Glo Fiber Expansion Markets passings grew year-over-year by 114,698 to 297,545. - Revenue in the second quarter of 2024 grew
$19.2 million , or 28.7%, to$85.8 million , primarily driven by$16 .7 million of revenue resulting from the acquisition of Horizon. The remaining$2.5 million in revenue growth is primarily driven by a$4.2 million , or 8.0%, increase in Residential & Small and Medium Business (“SMB”) revenue and partially offset by a$1 .2 million, or 11.6%, decrease in Commercial Fiber revenue. Glo Fiber Expansion Markets was the driver of the Residential & SMB revenue growth due to a 56.3% increase in broadband data RGUs and an 8.8% 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. - Cost of services for the three months ended
June 30, 2024 increased approximately$9.8 million , or 39.5%, compared with the three months endedJune 30, 2023 , primarily driven by$8 .9 million in cost of services resulting from the acquisition of Horizon. The remaining$0.9 million increase in cost of services is attributable to higher inventory and maintenance costs as the Company continues to expand the Glo Fiber network and a non-recurring charge related to exiting a plannedGlo Fiber expansion market due to further analysis of projected market economics. - Selling, general and administrative expense for the three months ended
June 30, 2024 , increased$5.2 million , or 20.8%, compared with the three months endedJune 30, 2023 , primarily driven by$4 .1 million of recurring selling, general and administrative costs acquired from Horizon. The remaining$1 .1 million in incremental selling, general and administrative expense is primarily attributable to higher advertising and sales headcount to support the Glo Fiber expansion. - Integration and acquisition expense for the three months ended
June 30, 2024 increased$11.0 million compared with the three months endedJune 30, 2023 , primarily driven by non-recurring acquisition-related costs related to the Horizon acquisition and integration. - Adjusted EBITDA for the three months ended
June 30, 2024 increased to$23.3 million , representing a$3.8 million , or 19.7%, increase compared with the three months endedJune 30, 2023 . The former Horizon markets contributed$3.7 million . Excluding the former Horizon markets, Adjusted EBITDA grew$0.1 million , or 0.8%, driven byGlo Fiber growth and partially offset by the previously disclosed decline in T-Mobile revenue from prior period backhaul circuit disconnects as part of decommissioning the former Sprint network and declines in RLEC and Incumbent Cable revenues. - Depreciation and amortization for the three months ended
June 30, 2024 , increased$9.7 million , or 61.6%, compared with the three months endedJune 30, 2023 , primarily driven by$8 .3 million of depreciation and amortization expense resulting from the acquisition of Horizon. The remaining increase in depreciation and amortization expense is attributable to the Company’s expansion of itsGlo Fiber network.
Other Information
- Capital expenditures were
$150.9 million for the six months endedJune 30, 2024 compared with$135.3 million in the comparable 2023 period. The$15.7 million increase in capital expenditures was primarily driven by$9.8 million of capital expenditures in the former Horizon markets. The remaining$5.9 million increase in capital expenditures is attributable to increased capital expenditures for expansion of Glo Fiber Expansion Markets and government-subsidized markets. - On
April 1, 2024 , the Company issued$81 million of 7% Participating Exchangeable Perpetual Preferred Stock (“Preferred Stock”). - On
April 1, 2024 , the Company amended and upsized its credit facility by$275 million to a total of$675 million . The additional financing consisted of$225 million of delay-draw term loans dueJune 2028 and$50 million in incremental revolving line of credit dueJune 2026 . - As of
June 30, 2024 , our cash and cash equivalents totaled$43.8 million .
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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.
Earnings Call Webcast
Date:
Time:
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
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
CONTACTS:
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 (LOSS) INCOME | |||||||||||||||
(in thousands, except per share amounts) | Three Months Ended |
Six Months Ended |
|||||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||||||
Service revenue and other | $ | 85,799 | $ | 66,644 | $ | 155,047 | $ | 133,809 | |||||||
Operating expenses: | |||||||||||||||
Cost of services exclusive of depreciation and amortization | 34,541 | 24,753 | 60,526 | 50,183 | |||||||||||
Selling, general and administrative | 30,239 | 25,041 | 58,217 | 51,069 | |||||||||||
Integration and acquisition | 11,325 | 301 | 11,943 | 432 | |||||||||||
Impairment expense | — | 836 | — | 1,020 | |||||||||||
Depreciation and amortization | 25,579 | 15,831 | 43,022 | 30,916 | |||||||||||
Total operating expenses | 101,684 | 66,762 | 173,708 | 133,620 | |||||||||||
Operating (loss) income | (15,885 | ) | (118 | ) | (18,661 | ) | 189 | ||||||||
Other (expense) income: | |||||||||||||||
Interest expense | (3,996 | ) | (905 | ) | (8,072 | ) | (1,297 | ) | |||||||
Other income, net | 1,908 | 1,082 | 3,644 | 2,591 | |||||||||||
(Loss) income from continuing operations before income taxes | (17,973 | ) | 59 | (23,089 | ) | 1,483 | |||||||||
Income tax (benefit) expense | (5,200 | ) | 1,459 | (6,226 | ) | 2,141 | |||||||||
Loss from continuing operations | (12,773 | ) | (1,400 | ) | (16,863 | ) | (658 | ) | |||||||
Discontinued operations: | |||||||||||||||
(Loss) income from discontinued operations, net of tax | (99 | ) | 3,190 | 1,882 | 4,514 | ||||||||||
Gain on the sale of discontinued operations, net of tax | — | — | 216,805 | — | |||||||||||
Total (loss) income from discontinued operations, net of tax | (99 | ) | 3,190 | 218,687 | 4,514 | ||||||||||
Net (loss) income | (12,872 | ) | 1,790 | 201,824 | 3,856 | ||||||||||
Other comprehensive income: | |||||||||||||||
Gain on interest rate hedge, net of tax | 143 | 2,127 | 1,737 | 2,127 | |||||||||||
Comprehensive (loss) income | $ | (12,729 | ) | $ | 3,917 | $ | 203,561 | $ | 5,983 | ||||||
Net (loss) income per share, basic and diluted: | |||||||||||||||
Loss from continuing operations | $ | (0.24 | ) | $ | (0.03 | ) | $ | (0.32 | ) | $ | (0.01 | ) | |||
(Loss) income from discontinued operations, net of tax | — | 0.07 | 4.16 | 0.09 | |||||||||||
Net (loss) income per share | $ | (0.24 | ) | $ | 0.04 | $ | 3.84 | $ | 0.08 | ||||||
Weighted average shares outstanding, basic and diluted | 54,730 | 50,366 | 52,620 | 50,330 |
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
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(in thousands) | 2024 |
2023 |
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ASSETS | |||||
Current assets: | |||||
Cash and cash equivalents | $ | 43,779 | $ | 139,255 | |
Accounts receivable, net of allowance for credit losses of |
29,639 | 19,782 | |||
Income taxes receivable | 5,537 | 4,691 | |||
Prepaid expenses and other | 20,567 | 11,782 | |||
Current assets held for sale | — | 561 | |||
Total current assets | 99,522 | 176,071 | |||
Investments | 15,135 | 13,198 | |||
Property, plant and equipment, net | 1,337,252 | 850,337 | |||
169,489 | 81,123 | ||||
Operating lease right-of-use assets | 20,444 | 13,024 | |||
Deferred charges and other assets | 14,491 | 11,561 | |||
Non-current assets held for sale | — | 68,915 | |||
Total assets | $ | 1,656,333 | $ | 1,214,229 | |
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY | |||||
Current liabilities: | |||||
Current maturities of long-term debt, net of unamortized loan fees | $ | 8,726 | $ | 7,095 | |
Accounts payable | 57,725 | 53,546 | |||
Advanced billings and customer deposits | 14,928 | 12,394 | |||
Accrued compensation | 12,308 | 11,749 | |||
Current operating lease liabilities | 3,138 | 2,222 | |||
Accrued liabilities and other | 15,264 | 7,747 | |||
Current liabilities held for sale | — | 3,602 | |||
Total current liabilities | 112,089 | 98,355 | |||
Long-term debt, less current maturities, net of unamortized loan fees | 288,570 | 292,804 | |||
Other long-term liabilities: | |||||
Deferred income taxes | 186,305 | 85,664 | |||
Benefit plan obligations | 4,971 | 3,943 | |||
Non-current operating lease liabilities | 11,431 | 7,185 | |||
Other liabilities | 40,505 | 16,912 | |||
Non-current liabilities held for sale | — | 56,696 | |||
Total other long-term liabilities | 243,212 | 170,400 | |||
Commitments and contingencies (Note 15) | |||||
Temporary equity: | |||||
Redeemable noncontrolling interest | 79,380 | — | |||
Shareholders’ equity: | |||||
Common stock, no par value, authorized 96,000; 54,572 and 50,272 issued and outstanding at |
— | — | |||
Additional paid in capital | 143,784 | 66,933 | |||
Retained earnings | 785,893 | 584,069 | |||
Accumulated other comprehensive income, net of taxes | 3,405 | 1,668 | |||
Total shareholders’ equity | 933,082 | 652,670 | |||
Total liabilities, temporary equity and shareholders’ equity | $ | 1,656,333 | $ | 1,214,229 |
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES | |||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(in thousands) | Six Months Ended |
||||||
2024 | 2023 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 201,824 | $ | 3,856 | |||
Income from discontinued operations, net of tax | 218,687 | 4,514 | |||||
Loss from continuing operations | (16,863 | ) | (658 | ) | |||
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of business acquisition | |||||||
Depreciation and amortization | 43,022 | 30,916 | |||||
Stock-based compensation expense, net of amount capitalized | 6,236 | 6,320 | |||||
Impairment expense | — | 1,020 | |||||
Deferred income taxes | (6,226 | ) | 2,860 | ||||
Provision for credit losses | 1,266 | 1,141 | |||||
Other, net | 150 | (313 | ) | ||||
Changes in assets and liabilities: | |||||||
Accounts receivable | 965 | 4,499 | |||||
Current income taxes | 234 | 25,108 | |||||
Operating lease assets and liabilities, net | (233 | ) | 73 | ||||
Other assets | (3,354 | ) | 2,233 | ||||
Accounts payable | (1,140 | ) | (3,012 | ) | |||
Other deferrals and accruals | (882 | ) | (6,696 | ) | |||
Net cash provided by operating activities - continuing operations | 23,175 | 63,491 | |||||
Net cash (used in) provided by operating activities - discontinued operations | (5,476 | ) | 6,309 | ||||
Net cash provided by operating activities | 17,699 | 69,800 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (150,914 | ) | (135,261 | ) | |||
Government grants received | 7,653 | 110 | |||||
Cash disbursed for acquisition, net of cash acquired | (347,411 | ) | — | ||||
Proceeds from sale of assets and other | 1,715 | 508 | |||||
Net cash used in investing activities - continuing operations | (488,957 | ) | (134,643 | ) | |||
Net cash provided by (used in) investing activities - discontinued operations | 305,827 | (1,007 | ) | ||||
Net cash used in investing activities | (183,130 | ) | (135,650 | ) | |||
Cash flows from financing activities: | |||||||
Principal payments on long-term debt | (2,618 | ) | — | ||||
Proceeds from credit facility borrowings | — | 50,000 | |||||
Payments for debt amendment costs | (4,390 | ) | (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 | (746 | ) | (290 | ) | |||
Net cash provided by financing activities | 69,955 | 48,093 | |||||
Net decrease in cash and cash equivalents | (95,476 | ) | (17,757 | ) | |||
Cash and cash equivalents, beginning of period | 139,255 | 44,061 | |||||
Cash and cash equivalents, end of period | $ | 43,779 | $ | 26,304 | |||
Supplemental Disclosures of Cash Flow Information | |||||||
Interest paid, net of amounts capitalized | $ | (6,526 | ) | $ | (841 | ) | |
Income tax (paid) refunds received, net | $ | (7,085 | ) | $ | 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, 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 |
Six Months Ended |
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(in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||
Loss from continuing operations | $ | (12,773 | ) | $ | (1,400 | ) | $ | (16,863 | ) | $ | (658 | ) | |||
Depreciation and amortization | 25,579 | 15,831 | 43,022 | 30,916 | |||||||||||
Impairment expense | — | 836 | — | 1,020 | |||||||||||
Other expense (income), net | 2,088 | (177 | ) | 4,428 | (1,294 | ) | |||||||||
Income tax (benefit) expense | (5,200 | ) | 1,459 | (6,226 | ) | 2,141 | |||||||||
Stock-based compensation | 2,270 | 2,603 | 6,236 | 6,320 | |||||||||||
Integration and acquisition | 11,325 | 301 | 11,943 | 432 | |||||||||||
Adjusted EBITDA | $ | 23,289 | $ | 19,453 | $ | 42,540 | $ | 38,877 | |||||||
Adjusted EBITDA margin | 27 | % | 29 | % | 27 | % | 29 | % |
Supplemental Information
Operating Statistics
2024 |
2023 |
||||
Homes and businesses passed (1) | 530,076 | 396,035 | |||
Incumbent Broadband Markets (4) | 232,531 | 213,188 | |||
Glo Fiber Expansion Markets (5) | 297,545 | 182,847 | |||
Residential & Small and Medium Business ("SMB") Revenue Generating Units ("RGUs"): | |||||
Broadband Data | 164,566 | 142,247 | |||
Incumbent Broadband Markets (4) | 111,256 | 109,404 | |||
Glo Fiber Expansion Markets (5) | 53,310 | 32,843 | |||
Video | 42,079 | 44,800 | |||
Voice | 44,126 | 40,313 | |||
Total Residential & SMB RGUs (excludes RLEC) | 250,771 | 227,360 | |||
Residential & SMB Penetration (2) | |||||
Broadband Data | 31.0 | % | 35.9 | % | |
Incumbent Broadband Markets (4) | 47.8 | % | 51.3 | % | |
Glo Fiber Expansion Markets (5) | 17.9 | % | 18.0 | % | |
Video | 7.9 | % | 11.3 | % | |
Voice | 8.7 | % | 10.7 | % | |
Fiber route miles | 16,029 | 9,082 | |||
Total fiber miles (3) | 1,798,211 | 767,173 |
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(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 and SMB ARPU | |||||||||||
Three Months Ended |
Six Months Ended |
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2024 | 2023 | 2024 | 2023 | ||||||||
Residential and SMB Revenue: | |||||||||||
Broadband Data | $ | 40,823 | $ | 34,152 | $ | 79,404 | $ | 67,326 | |||
Incumbent Broadband | 28,324 | 27,172 | 56,122 | 54,445 | |||||||
Glo Fiber Expansion Markets | 12,499 | 6,980 | 23,282 | 12,881 | |||||||
Video | 14,913 | 14,411 | 29,307 | 29,056 | |||||||
Voice | 3,283 | 3,054 | 6,306 | 6,084 | |||||||
Discounts, adjustments and other | 34 | 950 | 524 | 1,860 | |||||||
Total Residential and SMB Revenue | $ | 59,053 | $ | 52,567 | $ | 115,541 | $ | 104,326 | |||
Average RGUs: | |||||||||||
Broadband Data | 162,581 | 140,481 | 157,999 | 138,376 | |||||||
Incumbent Broadband | 111,689 | 109,716 | 110,472 | 109,737 | |||||||
Glo Fiber Expansion Markets | 50,892 | 30,765 | 47,527 | 28,639 | |||||||
Video | 42,443 | 45,229 | 41,869 | 45,749 | |||||||
Voice | 43,865 | 40,164 | 42,277 | 40,078 | |||||||
ARPU: (1) | |||||||||||
Broadband Data | $ | 83.70 | $ | 81.03 | $ | 83.76 | $ | 81.06 | |||
Incumbent Broadband | $ | 84.53 | $ | 82.55 | $ | 84.67 | $ | 82.69 | |||
Glo Fiber Expansion Markets | $ | 81.86 | $ | 75.63 | $ | 81.64 | $ | 74.96 | |||
Video | $ | 117.12 | $ | 106.21 | $ | 116.66 | $ | 105.85 | |||
Voice | $ | 24.95 | $ | 25.35 | $ | 24.86 | $ | 25.30 |
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(1) Average Revenue Per RGU calculation = (Residential & SMB Revenue) / average RGUs / 3 months.
Source: Shenandoah Telecommunications Co