Amendment: Shenandoah Telecommunications Co filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
SHENTEL®
(Exact name of registrant as specified in its charter)
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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:
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Explanatory Note
This Current Report on Form 8-K/A amends the Initial Form 8-K to include the audited financial statements of business acquired required by Item 9.01(a) and unaudited pro forma consolidated financial information required by Item 9.01(b) of Form 8-K and to update certain disclosures under Item 9.01(a) and (b) of the Initial Form 8-K. Such information should be read in conjunction with the Initial Form 8-K. Except as provided herein, the disclosures made in the Initial Form 8-K remain unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The audited consolidated balance sheets of Horizon as of December 31, 2023 and 2022, and the audited related consolidated statements of operations, comprehensive loss, changes in members’ equity, and cash flows for the years ended December 31, 2023 and 2022, together with the report thereon of Moss Adams LLP, independent auditors and accompanying notes of Horizon are filed as Exhibit 99.1.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company as of December 31, 2023 and for the year ended December 31, 2023 (the “Unaudited Pro Forma Condensed Combined Financial Information”), is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.
The Unaudited Pro Forma Condensed Combined Financial Information is presented for illustrative purposes only and is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Horizon Transaction and related transactions been completed as of the dates presented in the Unaudited Pro Forma Condensed Combined Financial Information. The Unaudited Pro Forma Condensed Combined Financial Information should not be taken as a representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments in the Unaudited Pro Forma Condensed Combined Financial Information are based on available information and certain assumptions that management believes are reasonable under the circumstances.
(d) Exhibits.
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| Exhibit No. | Description |
| 23.1 | Consent of Moss Adams LLP, independent auditors. |
| 99.1 | Consolidated Financial Statements of Horizon, together with report thereon of Moss Adams LLP, independent auditors and accompanying notes. |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
| SHENANDOAH TELECOMMUNICATIONS COMPANY | |
| Dated: June 11, 2024 | /s/ James J. Volk |
| James J. Volk | |
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Senior Vice President – Chief Financial Officer |