SEC Form 10-Q filed by Shenandoah Telecommunications Co
$SHEN
Telecommunications Equipment
Telecommunications
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from__________ to __________ | |||||
Commission File No.: 000-09881
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(540 ) 984-4141
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
| (Title of Class) | (Trading Symbol) | (Name of Exchange on which Registered) | (The number of shares of the registrant's common stock outstanding on July 24, 2025) | ||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
SHENANDOAH TELECOMMUNICATIONS COMPANY
INDEX
| Page Numbers | ||||||||||||||
| PART I. | FINANCIAL INFORMATION | |||||||||||||
| Item 1. | Financial Statements | |||||||||||||
| Unaudited Condensed Consolidated Balance Sheets | ||||||||||||||
Unaudited Condensed Consolidated Statements of Operations | ||||||||||||||
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income | ||||||||||||||
Unaudited Condensed Consolidated Statements of Temporary Equity and Shareholders’ Equity | ||||||||||||||
| Unaudited Condensed Consolidated Statements of Cash Flows | ||||||||||||||
| Notes to Unaudited Condensed Consolidated Financial Statements | ||||||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |||||||||||||
| Item 4. | Controls and Procedures | |||||||||||||
| PART II. | OTHER INFORMATION | |||||||||||||
| Item 1. | Legal Proceedings | |||||||||||||
| Item 1A. | Risk Factors | |||||||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||||||||
| Item 5. | Other Information | |||||||||||||
| Item 6. | Exhibits | |||||||||||||
| Signatures | ||||||||||||||
2
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Income taxes receivable | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Investments | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill and intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred charges and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current maturities of long-term debt, net of unamortized loan fees | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Advanced billings and customer deposits | |||||||||||
| Accrued compensation | |||||||||||
| Current operating lease liabilities | |||||||||||
| Accrued liabilities and other | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, less current maturities, net of unamortized loan fees | |||||||||||
| Other long-term liabilities: | |||||||||||
| Deferred income taxes | |||||||||||
| Benefit plan obligations | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total other long-term liabilities | |||||||||||
Commitments and contingencies (Note 15) | |||||||||||
| Temporary equity: | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
| Shareholders’ equity: | |||||||||||
Common stock, no par value, authorized | |||||||||||
| Additional paid in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income, net of taxes | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities, temporary equity and shareholders’ equity | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
| SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES | |||||||||||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| (in thousands, except per share amounts) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of services exclusive of depreciation and amortization | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Restructuring, integration and acquisition | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Discontinued operations: | |||||||||||||||||||||||
| (Loss) income from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Gain on the sale of discontinued operations, net of tax | |||||||||||||||||||||||
| Total (loss) income from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net (loss) income | ( | ( | ( | ||||||||||||||||||||
| Dividends on redeemable noncontrolling interest | |||||||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Net (loss) income per share attributable to common shareholders, basic and diluted: | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| (Loss) income from discontinued operations, net of tax | |||||||||||||||||||||||
| Net (loss) income per share | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
| SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES | |||||||||||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | |||||||||||||||||||||||
(in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Net change in unrealized gain (loss) | ( | ||||||||||||||||||||||
| Amounts reclassified to interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Dividends on redeemable noncontrolling interest | |||||||||||||||||||||||
Comprehensive (loss) income attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
| SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES | |||||||||||||||||||||||||||||||||||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interest | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares (no par value) | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Unrealized income on interest rate hedge, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income to interest expense | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares surrendered for settlement of employee taxes upon issuance of vested equity awards | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends - paid in kind | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interest | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares (no par value) | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
Unrealized loss on interest rate hedge, net of tax | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income to interest expense | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares surrendered for settlement of employee taxes upon issuance of vested equity awards | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividends - paid in kind | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
6
| Redeemable Noncontrolling Interest | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares of Common Stock (no par value) | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate hedge, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares surrendered for settlement of employee taxes upon issuance of vested equity awards | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of redeemable noncontrolling interest | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interest | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares of Common Stock (no par value) | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate hedge, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares surrendered for settlement of employee taxes upon issuance of vested equity awards | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of redeemable noncontrolling interest | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
7
| SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES | |||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (in thousands) | Six Months Ended June 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Income from discontinued operations, net of tax | |||||||||||
| Loss from continuing operations | ( | ( | |||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of intangible assets | |||||||||||
| Stock-based compensation expense, net of amount capitalized | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Provision for credit losses | |||||||||||
| Other, net | |||||||||||
| Changes in assets and liabilities | |||||||||||
| Accounts receivable | |||||||||||
| Current income taxes | |||||||||||
| Operating lease assets and liabilities, net | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Other deferrals and accruals | ( | ( | |||||||||
| Net cash provided by operating activities - continuing operations | |||||||||||
| Net cash used in operating activities - discontinued operations | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Government grants received | |||||||||||
| Cash disbursed for acquisition, net of cash acquired | ( | ||||||||||
| Proceeds from sale of assets and other | |||||||||||
| Net cash used in investing activities - continuing operations | ( | ( | |||||||||
| Net cash provided by investing activities - discontinued operations | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from credit facility borrowings | |||||||||||
| Principal payments on long-term debt | ( | ( | |||||||||
| Payments for debt amendment costs | ( | ( | |||||||||
| Proceeds from the issuance of redeemable noncontrolling interest, net of financing fees paid | |||||||||||
| Taxes paid for equity award issuances | ( | ( | |||||||||
| Payments for financing arrangements and other | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental Disclosures of Cash Flow Information | |||||||||||
| Interest paid, net of amounts capitalized | $ | ( | $ | ( | |||||||
Income taxes paid | $ | ( | $ | ( | |||||||
See accompanying notes to unaudited condensed consolidated financial statements.
8
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation and Other Information
Shenandoah Telecommunications Company and its subsidiaries (collectively, “Shentel”, “we”, “our”, “us”, or the “Company”) provide broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial cable networks. We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. Shentel’s Broadband business also provides voice and DSL telephone services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. These integrated networks are connected by a fiber network.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. All normal recurring adjustments considered necessary for a fair presentation have been included. Certain disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an on-going basis we evaluate estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, impairment of goodwill and indefinite-lived intangible assets, intangible assets subject to amortization, the computation of income taxes and the fair value of interest rate swaps. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.
New Accounting Standards
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, “Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification Initiative,” (“ASU 2023-06”), which aligns the disclosure and presentation requirements of a variety of the FASB’s Accounting Standards Codification (“ASC”) Topics with the requirements described in the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes; these dates are unknown as of this filing. The Company is currently assessing the impact of adopting ASU 2023-06 on the consolidated financial statements and related disclosures.
In December 2023, FASB issued ASU 2023-09 “Income Taxes (Topic 740), Improvements to Income Tax Disclosures” (“ASU 2023-09”). This accounting update requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The updated disclosure requirements are to be adopted for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting ASU 2023-09 on the consolidated financial statements and related disclosures. The Company does not anticipate adoption will have a material impact on the financial position, results of operations, cash flows or disclosures, but expects certain changes to disclosures including disclosure of a rate reconciliation between the amount of reported income tax expense or benefit and the United States statutory rate and disclosure of income taxes paid disaggregated by jurisdiction.
There have been no material developments related to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s unaudited condensed consolidated financial statements and note disclosures from those disclosed in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024, that would be expected to impact the Company.
9
Note 2. Acquisition of Horizon
On April 1, 2024 (the “Closing Date”), Shentel completed the acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024.
The total purchase price used to apply the acquisition method of accounting was $416.2 million, which consisted of $349.4 million of cash consideration paid and $71.8 million of common stock, representing the fair value of 4,100,375 shares of Shentel’s common stock issued to a selling shareholder of Horizon. In accordance with ASC 805, “Business Combinations,” the allocation of the consideration value was subject to adjustment until the Company completed its analysis, in a period of time, but not to exceed one year after the date of acquisition, or April 1, 2025, in order to provide the Company with the time to complete the valuation of its assets and liabilities. As of April 1, 2025, the Company has completed and finalized its analysis and allocation of the consideration value to assets acquired and liabilities assumed. In July 2025, Shentel received a $6.5 million refund of escrow amounts related to the original purchase price.
In connection with the acquisition, Shentel incurred integration and acquisition-related costs of $0.6 million related to severance, information technology, and other similar expenses for the six months ended June 30, 2025. No material integration and acquisition-related costs were incurred during the three months ended June 30, 2025. Shentel incurred acquisition-related costs of $6.7 million and $7.1 million related to banking, legal, accounting, and other similar expenses for the three and six months ended June 30, 2024, respectively. These costs are recorded in restructuring, integration and acquisition expenses in the Company’s unaudited condensed consolidated statements of operations.
The Company has included the results of the operations of Horizon for financial reporting purposes for the period subsequent to the date of acquisition. The unaudited pro forma operating revenues and loss before income taxes of the Company for the six months ended June 30, 2024, as if the Horizon acquisition had occurred at the beginning of the period, were $170.9 million and $26.9 million, respectively. The pro forma results are based upon estimated valuations of the assets acquired and liabilities assumed as well as preliminary estimates of depreciation and amortization charges thereon. Other pro forma adjustments include the following:
•historical depreciation expense was adjusted for the fair value adjustment increasing the basis of property, plant and equipment and shorter estimated useful lives to conform to the Company’s standard policy and the acceleration of depreciation on certain equipment;
•incremental amortization due to the customer-based contract rights associated with acquired customers; and
•removal of Horizon’s interest expense and amortization of deferred financing fees due to the repayment of the outstanding principal of Horizon’s debt.
Note 3. Revenue from Contracts with Customers
The Company’s revenues by activity type were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Residential & SMB - Incumbent Broadband Markets1 | $ | $ | $ | $ | |||||||||||||||||||
Residential & SMB - Glo Fiber Expansion Markets2 | |||||||||||||||||||||||
| Commercial Fiber | |||||||||||||||||||||||
| RLEC & Other | |||||||||||||||||||||||
| Service revenue and other | $ | $ | $ | $ | |||||||||||||||||||
_______________________________________________________
1.Revenue from residential and small and medium business (“SMB”) customers in Incumbent Broadband Markets is primarily earned through the Company’s provision of data, video and voice services over primarily hybrid fiber coaxial cable and to a lesser extent fiber to the home (“FTTH”) networks in incumbent markets.
2.Revenue from residential and SMB customers in Glo Fiber Expansion Markets is primarily earned through the Company’s provision of data, video and voice services over FTTH networks in new greenfield expansion markets.
Shentel updated the presentation of certain Residential & SMB - Incumbent Broadband Markets, Commercial Fiber and RLEC & Other revenues for the prior year to conform with changes in how management currently views these lines of business.
10
Shentel had $21.1 million and $27.4 million of gross trade receivables from customers as of June 30, 2025 and December 31, 2024, respectively.
Contract Assets
The Company’s contract assets primarily include commissions incurred to acquire contracts with customers. The Company incurs commission expenses related to in-house and third-party vendors which are capitalized and amortized over the expected customer benefit period which is approximately six years . The Company’s current contract assets are included in prepaid expenses and other and the Company’s non-current contract assets are included in deferred charges and other assets in its unaudited condensed consolidated balance sheets. Amortization of capitalized commission expenses is recorded in selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations.
The following tables present the activity of current and non-current contract assets:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | |||||||||||||||||||
| Commission payments | |||||||||||||||||||||||
| Contract asset amortization | ( | ( | ( | ( | |||||||||||||||||||
| Ending Balance | $ | $ | $ | $ | |||||||||||||||||||
Contract Liabilities
The Company’s contract liabilities include services that are billed in advance and recorded as deferred revenue, as well as installation fees that are charged upfront without transfer of commensurate goods or services to the customer. The Company’s current contract liabilities are included in advanced billings and customer deposits in its unaudited condensed consolidated balance sheets and the Company’s non-current contract liabilities are included in other liabilities in its unaudited condensed consolidated balance sheets.
Shentel’s current contract liability balances were $13.1 million and $12.5 million at June 30, 2025 and December 31, 2024, respectively. Shentel’s non-current contract liability balances were $10.9 million and $9.5 million as of June 30, 2025 and December 31, 2024, respectively. Shentel expects its current contract liability balances to be recognized as revenues during the twelve-month periods following the respective balance sheet dates. The majority of Shentel’s non-current contract liability balances is expected to be recognized as revenues within approximately 5
Note 4. Investments
Investments consisted of the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| SERP investments at fair value | $ | $ | |||||||||
| Cost method investments | |||||||||||
| Equity method investments | |||||||||||
| Total investments | $ | $ | |||||||||
SERP investments at fair value: The fair value of the supplemental executive retirement plan (“SERP”) investments is based on unadjusted quoted prices in active markets and are classified as Level 1 of the fair value hierarchy.
Cost method investments: Shentel’s investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of the Company’s cost method investments with a balance of $12.2 million and $12.1 million at June 30, 2025 and December 31, 2024, respectively. Shentel recognized approximately $0.8 million and $0.4 million of patronage income in other income, net for the three months ended June 30, 2025 and 2024, respectively, and approximately $1.5 million and $0.7 million during the six months ended June 30, 2025 and 2024, respectively. The Company expects that approximately 75 % of the patronage distributions will be collected in cash and 25 % in equity in 2025.
11
Note 5. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
| ($ in thousands) | Estimated Useful Lives | June 30, 2025 | December 31, 2024 | ||||||||||||||
| Land | $ | $ | |||||||||||||||
| Land improvements | |||||||||||||||||
| Buildings and structures | |||||||||||||||||
| Cable and fiber | |||||||||||||||||
| Equipment and software | |||||||||||||||||
| Total plant in service | |||||||||||||||||
| Plant under construction | |||||||||||||||||
| Total property, plant and equipment | |||||||||||||||||
| Less: accumulated depreciation and amortization | ( | ( | |||||||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||||||||
Note 6. Goodwill and Intangible Assets
Goodwill and intangible assets consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization and Other | Net | Gross Carrying Amount | Accumulated Amortization and Other | Net | |||||||||||||||||||||||||||||
| Goodwill | $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||
| Indefinite-lived intangibles: | |||||||||||||||||||||||||||||||||||
| Cable franchise rights | — | — | |||||||||||||||||||||||||||||||||
| FCC Spectrum licenses | — | — | |||||||||||||||||||||||||||||||||
| Railroad crossing rights and other | — | — | |||||||||||||||||||||||||||||||||
| Total indefinite-lived intangibles | — | — | |||||||||||||||||||||||||||||||||
| Finite-lived intangibles: | |||||||||||||||||||||||||||||||||||
| Subscriber relationships | ( | ( | |||||||||||||||||||||||||||||||||
| Other intangibles | ( | ( | |||||||||||||||||||||||||||||||||
| Total finite-lived intangibles | ( | ( | |||||||||||||||||||||||||||||||||
| Total goodwill and intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Amortization expense was $0.5 million and $0.5 million during the three months ended June 30, 2025 and 2024, respectively, and $0.9 million and $0.6 million during the six months ended June 30, 2025 and 2024, respectively.
12
During the three and six months ended June 30, 2025, the Company performed goodwill impairment monitoring procedures and identified no indicators of impairment or triggering events. As of October 1, 2024, management concluded that the estimated fair value of the broadband reporting unit exceeded the carrying value by 11 %. The Company will continue to monitor its reporting unit for any triggers that could impact recoverability of goodwill.
Note 7. Other Assets and Accrued Liabilities
Prepaid expenses and other, classified as current assets, included the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Prepaid maintenance expenses | $ | $ | |||||||||
| Broadband contract acquisition costs | |||||||||||
| Other | |||||||||||
| Prepaid expenses and other | $ | $ | |||||||||
Deferred charges and other assets, classified as long-term assets, included the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Broadband contract acquisition costs | $ | $ | |||||||||
| Other | |||||||||||
| Deferred charges and other assets | $ | $ | |||||||||
Accrued liabilities and other, classified as current liabilities, included the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Accrued programming costs | $ | $ | |||||||||
| Other | |||||||||||
| Accrued liabilities and other | $ | $ | |||||||||
Other liabilities, classified as long-term liabilities, included the following:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Noncurrent portion of deferred revenue | $ | $ | |||||||||
| Other | |||||||||||
| Other liabilities | $ | $ | |||||||||
Note 8. Leases
The Company leases various broadband network sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business.
13
The components of lease costs were as follows:
| Classification | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Finance lease cost | |||||||||||||||||||||||||||||
| Amortization of leased assets | Depreciation and amortization | $ | $ | $ | $ | ||||||||||||||||||||||||
| Interest on lease liabilities | Interest expense | ||||||||||||||||||||||||||||
| Operating lease cost | Operating expense1 | ||||||||||||||||||||||||||||
| Lease cost | $ | $ | $ | $ | |||||||||||||||||||||||||
_________________________________________
(1)Operating lease expense is presented in cost of services or selling, general and administrative expense based on the use of the relevant facility.
The following table summarizes the expected maturity of lease liabilities as of June 30, 2025:
| (in thousands) | Operating Leases | Finance Leases | Total | |||||||||||||||||
| 2025 (remainder of the year) | $ | $ | $ | |||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 and thereafter | ||||||||||||||||||||
| Total lease payments | ||||||||||||||||||||
| Less: Interest | ( | ( | ( | |||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||||||||||
Other information related to operating and finance leases was as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Operating leases | |||||||||||
| Weighted average remaining lease term (years) | |||||||||||
| Weighted average discount rate | % | % | |||||||||
| Finance leases | |||||||||||
| Weighted average remaining lease term (years) | |||||||||||
| Weighted average discount rate | % | % | |||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cash paid for operating lease liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modification of existing leases) | |||||||||||||||||||||||
14
The Company also has other operating lease arrangements which generate revenue from leasing the excess fiber capacity of its fiber network assets. Contract terms for these arrangements can range from 1 to 40 years and are billed monthly. Lease revenue from these arrangements was $1.7 million and $3.4 million for the three and six months ended June 30, 2025, respectively, and $1.7 million and $2.4 million for the three and six months ended June 30, 2024, respectively. These amounts are presented in service revenue and other in the Company’s unaudited condensed consolidated statements of operations. Contractual minimum rental receipts expected under the lease agreements in place as of June 30, 2025 is as follows:
| (in thousands) | Operating Leases | |||||||
| 2025 (remainder of the year) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and thereafter | ||||||||
Total | $ | |||||||
Note 9. Debt
Shentel Broadband Operations LLC, an indirect wholly owned subsidiary of Shentel, has a credit agreement which contains a $150 million revolving credit facility (the “Revolver”) and $525 million in delayed draw amortizing term loans, including Term Loans A-1, A-2 and A-3 in the table below (collectively, the “Term Loans” and collectively with Revolver, the “Credit Agreement”). As of June 30, 2025, the availability under our Revolver was $143.0 million. The following Term Loans were outstanding under the Credit Agreement:
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Term loan A-1 | $ | $ | |||||||||
| Term loan A-2 | |||||||||||
| Term loan A-3 | |||||||||||
| Total debt | |||||||||||
| Less: unamortized loan fees | ( | ( | |||||||||
| Total debt, net of unamortized loan fees | $ | $ | |||||||||
The Term Loans bear interest at one-month term SOFR plus a margin. The margin is variable and determined by the Company’s net leverage ratio. Interest is paid monthly. The weighted-average interest rate was 6.97 % for the Term Loans at June 30, 2025.
Shentel is charged commitment fees on unutilized portions of its Revolver and Term Loans. The Company recorded $0.2 million and $0.4 million related to these fees for the three and six months ended June 30, 2025, respectively, and $0.3 million and $0.4 million for the three and six months ended June 30, 2024, respectively, which are included in interest expense in the unaudited condensed consolidated statements of operations.
Interest expense recorded in Shentel’s unaudited condensed consolidated statements of operations consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Interest expense | $ | $ | $ | $ | |||||||||||||||||||
Less: capitalized interest | ( | ( | ( | ( | |||||||||||||||||||
Interest expense, net of capitalized interest | $ | $ | $ | $ | |||||||||||||||||||
The Credit Agreement includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants.
15
Shentel’s Term Loans require quarterly payments based on a percentage of the outstanding balance.
On April 16, 2025, Shentel amended the Credit Agreement (the “Fourth Amendment”) to extend the maturity date of the Revolver and Term Loan A-1 to July 1, 2027. Both Term Loan A-2 and Term Loan A-3 mature on July 1, 2028.
The Fourth Amendment of Shentel’s Credit Agreement also amended certain covenant provisions, including increasing the maximum Total Net Leverage Ratio (as defined in the Credit Agreement) permitted as of the last day of any fiscal quarter to 4.75 :1.00.
The following table summarizes the expected payments of Shentel’s outstanding borrowings as of June 30, 2025:
| (in thousands) | Amount | |||||||
| 2025 (remainder of the year) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Total | $ | |||||||
Shentel has not borrowed against its Revolver as of June 30, 2025. In the event borrowings are made in the future, the entire outstanding principal amount borrowed against the Revolver is due July 1, 2027.
Although no borrowings have been executed under the Revolver as of June 30, 2025, Shentel has executed letter of credit arrangements totaling $7.0 million that reduce the available balance of the Revolver. The letter of credit arrangements were executed primarily pursuant to the requirements of the National Telecommunications and Information government grant program, discussed further in Note 14, Government Grants. These amounts are not considered borrowed, as no cash has been disbursed to Shentel or other parties.
The Credit Agreement is fully secured by a pledge and unconditional guarantee from the Company and all of its subsidiaries, except Shenandoah Telephone Company. This provides the lenders a security interest in substantially all of the assets of the Company.
Note 10. Derivatives and Hedging
Shentel has pay fixed (2.90 %) receive variable (one-month term SOFR) interest rate swaps totaling $150.0 million of notional principal (the “Swaps”). The Swaps contain monthly payment terms that became effective in May 2024, which extend through their maturity dates in June 2026. The Swaps are designated as cash flow hedges, representing 50 % of the Company’s outstanding debt under Term Loan A-1 and Term Loan A-2. The Company uses the Swaps to manage its exposure to interest rate risk for its long-term variable-rate Term Loans.
The Swaps were determined to be highly effective hedges and therefore all change in the fair value of the Swaps was recognized in accumulated other comprehensive income.
The table below presents the fair value of the Swaps as well as their classification in the unaudited condensed consolidated balance sheets. The fair value of these instruments was estimated using an income approach and observable market inputs (Level 2):
| (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Balance sheet line item of derivative financial instruments: | |||||||||||
| Prepaid expenses and other | $ | $ | |||||||||
| Deferred charges and other assets | |||||||||||
| Total derivatives designated as hedging instruments | $ | $ | |||||||||
The table below summarizes changes in accumulated other comprehensive income by component:
16
| (in thousands) | Gain on Swaps | Income tax expense | Accumulated Other Comprehensive Income, net of taxes | |||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ( | $ | ||||||||||||||||
Net change in unrealized gain | ( | |||||||||||||||||||
Amounts reclassified to interest expense | ( | ( | ||||||||||||||||||
Net current period other comprehensive (loss) income | ( | ( | ||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | ||||||||||||||||
| (in thousands) | Gain on Swaps | Income tax expense | Accumulated Other Comprehensive Income, net of taxes | |||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
Net change in unrealized loss | ( | ( | ||||||||||||||||||
Amounts reclassified to interest expense | ( | ( | ||||||||||||||||||
Net current period other comprehensive (loss) income | ( | ( | ||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | ||||||||||||||||
| (in thousands) | Gain on Swaps | Income tax expense | Accumulated Other Comprehensive Income, net of taxes | |||||||||||||||||
| Balance, March 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
Net change in unrealized gain | ( | |||||||||||||||||||
| Amounts reclassified to interest expense | ( | ( | ||||||||||||||||||
Net current period other comprehensive (loss) income | ( | |||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | ( | $ | ||||||||||||||||
| (in thousands) | Gain on Swaps | Income tax expense | Accumulated Other Comprehensive Income, net of taxes | |||||||||||||||||
| Balance, December 31, 2023 | $ | $ | ( | $ | ||||||||||||||||
Net change in unrealized gain | ( | |||||||||||||||||||
| Amounts reclassified to interest expense | ( | ( | ||||||||||||||||||
Net current period other comprehensive (loss) income | ( | |||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | ( | $ | ||||||||||||||||
Note 11. Income Taxes
The Company files U.S. federal income tax returns and various state income tax returns. The Company is currently involved in one state income tax audit and no federal income tax audits as of June 30, 2025. The Company’s income tax returns are generally open to examination from 2021 forward. The net operating losses acquired in the acquisition of nTelos are open to examination from 2005 forward and the net operating losses acquired from Horizon are open to examination from 2013 forward.
The effective tax rates for the three and six months ended June 30, 2025 and 2024, differ from the statutory U.S. federal income tax rate of 21% primarily due to the state income taxes, excess tax benefits and other discrete items.
17
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Expected tax benefit at federal statutory rate | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| State income tax benefit, net of federal tax effect | ( | ( | ( | ( | |||||||||||||||||||
| Excess tax deficiency from share-based compensation and other expense, net | ( | ( | |||||||||||||||||||||
| Income tax benefit | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Note 12. Redeemable Noncontrolling Interest
On October 24, 2023, Shentel Broadband Holding Inc. (“Shentel Broadband”), a wholly-owned subsidiary of Shentel, entered into an investment agreement (the “Investment Agreement”) with ECP Fiber Holdings, LP, a Delaware limited partnership (“ECP Investor”), and, solely for the limited purposes set forth therein, Hill City Holdings, LP, a Delaware limited partnership affiliated with ECP Investor. Subject to the terms and conditions set forth in the Investment Agreement, on April 1, 2024, Shentel Broadband issued to ECP Investor 81,000 shares of Shentel Broadband’s 7 % Series A Participating Exchangeable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share in exchange for $81 million in cash. As of June 30, 2025, 100,000 shares of the Series A Preferred Stock were authorized for issuance and 81,000 shares of the Series A Preferred Stock were outstanding.
The Series A Preferred Stock is exchangeable at the option of the Investor in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share, which may be adjusted pursuant to the terms of the Investment Agreement. As of June 30, 2025, the Series A Preferred Stock was exchangeable for 3,553,177 shares of Common Stock.
Dividends on the Series A Preferred Stock accrue at 7 % per annum compounded and payable quarterly in arrears, and, at Shentel’s option, may be paid in cash or in kind (such dividends paid in kind, “PIK Dividends”). The Company has historically elected to issue PIK Dividends which increase the liquidation preference of the Series A Preferred Stock. As of June 30, 2025, the Series A Preferred Stock had a liquidation preference of $87.1 million.
Note 13. Stock Compensation and Earnings (Loss) per Share
Activity related to the Company’s equity compensation, which includes the Company’s restricted stock units (“RSUs”) and performance stock units (“PSUs”), was as follows:
| (in thousands, except weighted average grant price) | Number of Shares | Weighted Average Grant Price | |||||||||
Outstanding awards, December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Outstanding awards, June 30, 2025 | |||||||||||
The total fair value of RSUs vested was $4.2 million during the six months ended June 30, 2025.
18
Activity related to the Company’s Relative Total Shareholder Return RSUs (“RTSRs”) was as follows:
| (in thousands, except weighted average grant price) | Number of Shares | Weighted Average Grant Price | |||||||||
Outstanding awards, December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | |||||||||||
| Forfeited | ( | ||||||||||
Outstanding awards, June 30, 2025 | |||||||||||
Stock-based compensation expense was as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Stock compensation expense | $ | $ | $ | $ | |||||||||||||||||||
| Capitalized stock compensation | ( | ( | ( | ( | |||||||||||||||||||
| Stock compensation expense, net | $ | $ | $ | $ | |||||||||||||||||||
As of June 30, 2025, there was $11.3 million of total unrecognized compensation cost related to non-vested RSUs and RTSRs which is expected to be recognized over weighted average period of 2.5 years.
The following table indicates the computation of basic and diluted earnings (loss) per share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Calculation of net (loss) income per share: | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Total (loss) income from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Amounts attributable to common shareholders | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Total (loss) income from discontinued operations | ( | ||||||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | |||||||||||||||||||||||
Per share amounts attributable to common shareholders | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| (Loss) income from discontinued operations, net of tax | |||||||||||||||||||||||
| Net (loss) income per share | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
The Company applies the two-class method when computing net income (loss) per share attributable to common shareholders as the Company has issued preferred stock that meets the definition of a participating security. The Company considers Series A Preferred Stock to be a participating security as the holders are entitled to receive cumulative dividends.
19
The Company determines the dilutive impact of equity awards and the Series A Preferred Stock (on an as-converted basis) by applying the treasury stock method and the if-converted method, respectively. The following table presents potentially dilutive instruments:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Potentially dilutive equity awards | |||||||||||||||||||||||
Potentially dilutive shares related to the Series A Preferred Stock | |||||||||||||||||||||||
| Total potentially dilutive instruments | |||||||||||||||||||||||
Potentially dilutive instruments were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company’s loss from continuing operations for the periods.
Note 14. Government Grants
During the six months ended June 30, 2025, the Company was awarded an additional grant of $2.7 million to strategically expand the Company’s broadband network in order to provide broadband services to unserved residences.
The Company recognizes grant receivables at the time it becomes probable that the Company will be eligible to receive the grant, which is estimated to correspond with the date when specified build-out milestones are achieved. As a result of these programs, the Company received $17.3 million and $7.7 million in cash reimbursements during the six months ended June 30, 2025 and 2024, respectively, and had approximately $7.2 million and $0.3 million in accounts receivable as of June 30, 2025 and December 31, 2024, respectively.
Note 15. Commitments and Contingencies
We are committed to make payments to satisfy our lease liabilities. The scheduled payments under those obligations are summarized in Note 8, Leases. We also have outstanding unconditional purchase commitments to procure marketing services and IT software licenses through 2029.
Note 16. Discontinued Operations
On March 29, 2024, Shenandoah Mobile, LLC, a wholly-owned subsidiary of Shentel, completed the initial closing of its previously disclosed sale of substantially all of Shentel’s tower portfolio and operations (“Tower Portfolio”) to Vertical Bridge Holdco, LLC for $309.9 million (the “Tower Transaction”). The Tower Transaction represented a strategic shift in the Company’s business and the Tower Portfolio was reclassified as a discontinued operation. As a result, for all periods presented, the operating results and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of cash flows.
20
Income from discontinued operations, net of tax in the unaudited condensed consolidated statements of operations consist of the following for the period:
| (in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
| 2024 | 2024 | |||||||||||||
| Service revenue and other | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||
| Cost of services | ||||||||||||||
| Selling, general and administrative | ||||||||||||||
Depreciation and amortization | ||||||||||||||
| Total operating expenses | ||||||||||||||
| Operating income | ||||||||||||||
Other income: | ||||||||||||||
Gain on sale of disposition of Tower Portfolio | ||||||||||||||
| Other expense | ( | ( | ||||||||||||
| (Loss) income before income taxes | ( | |||||||||||||
| Income tax (benefit) expense | ( | |||||||||||||
| (Loss) income from discontinued operations, net of tax | $ | ( | $ | |||||||||||
Consummation of the sale triggered the recognition of approximately $4.4 million of incremental transaction costs during the six months ended June 30, 2024, for contingent deal advisory fees and legal expenses, which are netted against the gain on sale of disposition of Tower Portfolio.
Note 17. Segment Information
The Company operates as one segment. The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2024.
The Company’s Chief Operating Decision Maker (“CODM”) assesses performance at a consolidated level and decides how to allocate resources based on Adjusted EBITDA from continuing operations of the Broadband business.
The measure of segment assets is reported on the balance sheet as total consolidated assets.
The CODM uses (loss) income from continuing operations and Adjusted EBITDA to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the operations of the Company or for other purposes, such as for acquisitions or to pay dividends.
Adjusted EBITDA is used to monitor budget versus actual results. The CODM also uses Adjusted EBITDA to analyze the Company’s growth by monitoring current results versus prior year results. The analyses are used in assessing performance of the Company and in establishing management’s compensation.
Adjusted EBITDA is a non-GAAP financial measure. The Company defines Adjusted EBITDA as income or loss 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. The Company believes that the exclusion of the expense and income items eliminated in calculating Adjusted EBITDA 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 provides useful information to investors and others in understanding and evaluating the Company’s operating results.
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The following table summarizes the Company’s revenue, loss from continuing operations, Adjusted EBITDA and significant expenses:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousand) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Service revenue and other | $ | $ | $ | $ | |||||||||||||||||||
| Significant expenses and other items: | |||||||||||||||||||||||
| Cost of services exclusive of depreciation and amortization | |||||||||||||||||||||||
| Selling, general and administrative exclusive of stock-based compensation | |||||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||
| Stock-based compensation expense, net of amount capitalized | |||||||||||||||||||||||
| Restructuring, integration and acquisition | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Other1 | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
1 Other primarily includes a gain on escrow settlement, patronage income, interest income, and benefit plan gains.
Note 18. Subsequent Event
On July 9, 2025 (the “Acquisition Closing Date”), Shentel completed the acquisition of the FTTH assets and operations of a fiber business based in Virginia for $5.0 million. Shentel has concluded that the set of acquired assets and operations meets the definition of a business, and therefore, will apply the acquisition method of accounting, in accordance with the FASB’s ASC 805, “Business Combinations”.
Shentel is in the process of finalizing its evaluation of the tangible and intangible assets acquired and liabilities assumed, as well as the initial purchase price allocation as of the Acquisition Closing Date, including the determination of any resulting goodwill.
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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will,” “should,” “could” or “plan” and similar expressions as they relate to Shenandoah Telecommunications Company or its management are intended to identify these forward-looking statements. All statements regarding Shenandoah Telecommunications Company’s expected future financial position, operating results and cash flows, business strategy, financing plans, forecasted trends relating to the markets in which Shenandoah Telecommunications Company operates and similar matters are forward-looking statements. We cannot assure you that the Company’s expectations expressed or implied in these forward-looking statements will turn out to be correct. The Company’s actual results could be materially different from its expectations because of various factors, including, but not limited to, those discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024 (“2024 Form 10-K”). The forward-looking statements included in this Form 10-Q are made only as of the date of the statement. We undertake 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.
The following management’s discussion and analysis should be read in conjunction with the Company’s 2024 Form 10-K, including the consolidated financial statements and related notes included therein.
Overview
Shenandoah Telecommunications Company (“Shentel”, “we”, “our”, “us”, or the “Company”) is a provider of a comprehensive range of broadband communication services in eight contiguous states in the eastern United States.
Recent Developments
Asset Purchase Agreement
The Company executed an Asset Purchase Agreement in April 2025 to acquire fiber-to-the-home (“FTTH”) assets and operations of a fiber business based in Virginia for $5 million, including passings over 1,500 homes and businesses with approximately 700 customers in Virginia. The Company completed the acquisition on July 9, 2025.
Amendment No. 4 to Credit Agreement
On April 16, 2025, Shentel entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment”) to the Company’s existing Credit Agreement, dated as of July 1, 2021, with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders (as previously amended by Amendment No. 1 to Credit Agreement, dated as of May 17, 2023, the Consent and Amendment No. 2 to Credit Agreement, dated October 24, 2023, and the Amendment No. 3 to Credit Agreement, Incremental Term Loan Funding Agreement, Joinder and Assignment and Assumption, dated as of April 1, 2024, the “Credit Agreement”).
The Credit Agreement consists of: (i) a $150 million available revolving credit facility due July 1, 2026 (the “Revolver”), (ii) a $150 million delayed draw amortizing term loan due July 1, 2026 (“Term Loan A-1”), (iii) a $150 million delayed draw amortizing term loan due July 1, 2028, and (iv) a $225 million delayed draw amortizing term loan due July 1, 2028. Pursuant to the Fourth Amendment, the maturity date of the Revolver and Term Loan A-1 were extended to July 1, 2027. Additionally, the Fourth Amendment increased the maximum Total Net Leverage Ratio (as defined in the Credit Agreement) permitted as of the last day of any fiscal quarter to 4.75:1.00.
H.R.1 - 119th Congress (2025-2026)
On July 4, 2025, H.R.1 was signed into law and includes numerous changes to existing tax law, including provisions providing current deductibility of certain property additions and limitations on interest deductions based on a tax EBITDA framework. These provisions are generally effective beginning in 2025, and we currently anticipate they will partially defer our income tax payments in future years and will not have a material impact on our effective tax rate. Management continues to review the H.R.1 tax provisions to assess impacts to our consolidated financial statements.
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Results of Operations
Three Months Ended June 30, 2025 Compared with the Three Months Ended June 30, 2024
The Company’s consolidated results from operations are summarized as follows:
| Three Months Ended June 30, | Change | |||||||||||||||||||||||||||||||
| ($ in thousands) | 2025 | % of Revenue | 2024 | % of Revenue | $ | % | ||||||||||||||||||||||||||
| External revenue | ||||||||||||||||||||||||||||||||
| Residential & SMB - Incumbent Broadband Markets | $ | 42,837 | 48.4 | % | $ | 44,243 | 51.6 | % | $ | (1,406) | (3.2) | % | ||||||||||||||||||||
| Residential & SMB - Glo Fiber Expansion Markets | 19,796 | 22.4 | % | 14,093 | 16.4 | % | 5,703 | 40.5 | % | |||||||||||||||||||||||
| Commercial Fiber | 19,483 | 22.0 | % | 20,723 | 24.2 | % | (1,240) | (6.0) | % | |||||||||||||||||||||||
| RLEC & Other | 6,452 | 7.3 | % | 6,740 | 7.9 | % | (288) | (4.3) | % | |||||||||||||||||||||||
| Total revenue | 88,568 | 100.0 | % | 85,799 | 100.0 | % | 2,769 | 3.2 | % | |||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Cost of services | 32,624 | 36.8 | % | 34,541 | 40.3 | % | (1,917) | (5.5) | % | |||||||||||||||||||||||
| Selling, general and administrative | 29,743 | 33.6 | % | 30,239 | 35.2 | % | (496) | (1.6) | % | |||||||||||||||||||||||
| Restructuring, integration and acquisition | 206 | 0.2 | % | 11,325 | 13.2 | % | (11,119) | (98.2) | % | |||||||||||||||||||||||
| Depreciation and amortization | 35,103 | 39.6 | % | 25,579 | 29.8 | % | 9,524 | 37.2 | % | |||||||||||||||||||||||
| Total operating expenses | 97,676 | 110.3 | % | 101,684 | 118.5 | % | (4,008) | (3.9) | % | |||||||||||||||||||||||
| Operating loss | (9,108) | (10.3) | % | (15,885) | (18.5) | % | 6,777 | (42.7) | % | |||||||||||||||||||||||
Other (expense) income: | ||||||||||||||||||||||||||||||||
| Interest expense | (6,003) | (6.8) | % | (3,996) | (4.7) | % | (2,007) | 50.2 | % | |||||||||||||||||||||||
| Other income, net | 3,015 | 3.4 | % | 1,908 | 2.2 | % | 1,107 | 58.0 | % | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | (12,096) | (13.7) | % | (17,973) | (20.9) | % | 5,877 | (32.7) | % | |||||||||||||||||||||||
| Income tax benefit | (3,048) | (3.4) | % | (5,200) | (6.1) | % | 2,152 | (41.4) | % | |||||||||||||||||||||||
| Loss from continuing operations | (9,048) | (10.2) | % | (12,773) | (14.9) | % | 3,725 | (29.2) | % | |||||||||||||||||||||||
Loss from discontinued operations, net of tax | — | — | % | (99) | (0.1) | % | 99 | (100.0) | % | |||||||||||||||||||||||
| Net (loss) income | (9,048) | (10.2) | % | (12,872) | (15.0) | % | 3,824 | (29.7) | % | |||||||||||||||||||||||
| Dividends on redeemable noncontrolling interest | 1,497 | 1.7 | % | — | — | % | 1,497 | — | % | |||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (10,545) | (11.9) | % | $ | (12,872) | (15.0) | % | $ | 2,327 | (18.1) | % | ||||||||||||||||||||
Shentel updated the presentation of certain Residential & SMB - Incumbent Broadband Market, Commercial Fiber and RLEC & Other revenues for the prior year to conform with changes in how management currently views these lines of business.
Residential & SMB - Incumbent Broadband Markets revenue
Revenue from residential and small and medium business (“SMB”) customers in Incumbent Broadband Markets are primarily earned through the Company’s provision of data, video and voice services over primarily hybrid fiber coaxial (“HFC”) cable and to a lesser extent FTTH networks in incumbent markets.
Residential & SMB - Incumbent Broadband Markets revenue decreased by $1.4 million, or 3.2%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to lower video revenue driven by a 14.5% decline in video revenue generating units (“RGUs”).
Residential & SMB - Glo Fiber Expansion Markets revenue
Revenue from residential and SMB customers in Glo Fiber Expansion Markets are primarily earned through the Company’s provision of data, video and voice services over FTTH networks in new greenfield expansion markets.
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Residential & SMB - Glo Fiber Expansion Markets revenue increased by $5.7 million, or 40.5%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to a 43.1% year-over-year growth in data RGUs driven by the Company’s increase in data penetration rate and increase in passings.
Commercial Fiber revenue
Revenue from Commercial Fiber customers is primarily earned through the Company’s provision of high-speed Ethernet, wavelength, dark fiber leasing and managed services over fiber optic networks.
Commercial Fiber revenue decreased by $1.2 million, or 6.0%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to $0.8 million in non-cash deferred revenue adjustments and $0.9 million in early termination fees earned in the prior year. Excluding these variances, Commercial Fiber revenue grew 2.7% over the prior period 2024.
RLEC & Other revenue
Shentel’s RLEC & Other revenue is primarily earned through the Company’s provision of voice and digital subscriber line (“DSL”) telephone services over copper networks primarily in Shenandoah County, Virginia and Ross County, Ohio. Shentel also earns governmental support revenue through the federal Universal Service Fund.
RLEC & Other revenue decreased by $0.3 million, or 4.3%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 primarily due to a 20.5% decline in DSL RGUs and 38% decline in switched access revenue, partially offset by an increase in governmental support revenue.
Cost of services
Cost of services primarily consist of costs to acquire and deliver video programming, internal labor to maintain our network and service our customers, maintenance and third party network line expenses.
Cost of services decreased by $1.9 million, or 5.5%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to decreases in network payroll, line and programming costs.
Selling, general and administrative
Selling, general and administrative expenses consist of employee compensation, advertising, software maintenance, stock-based compensation, and operating taxes.
Selling, general and administrative expense decreased by $0.5 million, or 1.6%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to decreases in professional fees and software maintenance costs, partially offset by an increase in property taxes.
Restructuring, integration and acquisition
Restructuring, integration and acquisition expense decreased by $11.1 million, or 98.2%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024. Restructuring, integration and acquisition expense in 2024 related primarily to costs incurred to effect the Company’s acquisition (the “Horizon Transaction”) of Horizon Acquisition Parent LLC (“Horizon”) and integration costs during the post-acquisition period.
Depreciation and amortization
Depreciation and amortization increased by $9.5 million, or 37.2%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to the Company’s expansion of its Glo Fiber network and a $4.2 million write-off of plant under construction inventory assets no longer expected to be used.
Interest expense
Interest expense increased by $2.0 million, or 50.2%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to an increase in the Company’s outstanding debt.
Other income, net
Other income, net increased by $1.1 million, or 58.0%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to a favorable settlement of the Horizon acquisition related escrow claim.
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Income tax benefit
Income tax benefit decreased by $2.2 million, or 41.4%, in the three months ended June 30, 2025 compared with the three months ended June 30, 2024 due to lower pre-tax loss in the current period.
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Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024
The Company’s consolidated results from operations are summarized as follows:
| Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||
| ($ in thousands) | 2025 | % of Revenue | 2024 | % of Revenue | $ | % | ||||||||||||||||||||||||||
| External revenue | ||||||||||||||||||||||||||||||||
| Residential & SMB - Incumbent Broadband Markets | $ | 86,196 | 48.8 | % | $ | 88,047 | 56.8 | % | $ | (1,851) | (2.1) | % | ||||||||||||||||||||
| Residential & SMB - Glo Fiber Expansion Markets | 38,240 | 21.7 | % | 26,211 | 16.9 | % | 12,029 | 45.9 | % | |||||||||||||||||||||||
| Commercial Fiber | 39,095 | 22.2 | % | 30,706 | 19.8 | % | 8,389 | 27.3 | % | |||||||||||||||||||||||
| RLEC & Other | 12,935 | 7.3 | % | 10,083 | 6.5 | % | 2,852 | 28.3 | % | |||||||||||||||||||||||
| Total revenue | 176,466 | 100.0 | % | 155,047 | 100.0 | % | 21,419 | 13.8 | % | |||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Cost of services | 65,654 | 37.2 | % | 60,526 | 39.0 | % | 5,128 | 8.5 | % | |||||||||||||||||||||||
| Selling, general and administrative | 60,735 | 34.4 | % | 58,217 | 37.5 | % | 2,518 | 4.3 | % | |||||||||||||||||||||||
| Restructuring, integration and acquisition | 716 | 0.4 | % | 11,943 | 7.7 | % | (11,227) | (94.0) | % | |||||||||||||||||||||||
| Depreciation and amortization | 64,561 | 36.6 | % | 43,022 | 27.7 | % | 21,539 | 50.1 | % | |||||||||||||||||||||||
| Total operating expenses | 191,666 | 108.6 | % | 173,708 | 112.0 | % | 17,958 | 10.3 | % | |||||||||||||||||||||||
| Operating loss | (15,200) | (8.6) | % | (18,661) | (12.0) | % | 3,461 | (18.5) | % | |||||||||||||||||||||||
Other (expense) income: | ||||||||||||||||||||||||||||||||
| Interest expense | (10,895) | (6.2) | % | (8,072) | (5.2) | % | (2,823) | 35.0 | % | |||||||||||||||||||||||
| Other income, net | 3,748 | 2.1 | % | 3,644 | 2.4 | % | 104 | 2.9 | % | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | (22,347) | (12.7) | % | (23,089) | (14.9) | % | 742 | (3.2) | % | |||||||||||||||||||||||
| Income tax benefit | (4,167) | (2.4) | % | (6,226) | (4.0) | % | 2,059 | (33.1) | % | |||||||||||||||||||||||
| Loss from continuing operations | (18,180) | (10.3) | % | (16,863) | (10.9) | % | (1,317) | 7.8 | % | |||||||||||||||||||||||
| Income from discontinued operations, net of tax | — | — | % | 218,687 | 141.0 | % | (218,687) | NMF | ||||||||||||||||||||||||
| Net (loss) income | (18,180) | (10.3) | % | 201,824 | 130.2 | % | (220,004) | NMF | ||||||||||||||||||||||||
| Dividends on redeemable noncontrolling interest | 2,969 | 1.7 | % | — | — | % | 2,969 | NMF | ||||||||||||||||||||||||
| Net loss attributable to common shareholders | $ | (21,149) | (12.0) | % | $ | 201,824 | 130.2 | % | $ | (222,973) | NMF | |||||||||||||||||||||
Shentel updated the presentation of certain Residential & SMB - Incumbent Broadband Markets, Commercial Fiber and RLEC & Other revenues in the prior year to conform with changes in how management currently views these lines of business.
Additionally, Shentel acquired Horizon on April 1, 2024 and consequently, results for the six months ended June 30, 2024 included three months of Horizon revenue, whereas the comparable six months ended June 30, 2025 included six months of Horizon revenue. Information below includes the results of the acquired Horizon markets during the first three months of 2025 and explanations of the remaining change.
Residential & SMB - Incumbent Broadband Markets revenue
Residential & SMB - Incumbent Broadband Markets revenue decreased by $1.9 million, or 2.1%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel recognized $1.7 million of revenues earned in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $3.6 million was primarily due to lower video revenue driven by a 14.5% decline in video RGUs.
Residential & SMB - Glo Fiber Expansion Markets revenue
Residential & SMB - Glo Fiber Expansion Markets revenue increased by $12.0 million, or 45.9%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel recognized $0.7 million of revenues earned in the acquired Horizon markets during the first three months of 2025. The remaining increase of $11.3 million was primarily due to a
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43.1% year-over-year growth in data RGUs driven by the Company’s increase in data penetration rate and increase in passings.
Commercial Fiber revenue
Commercial Fiber revenue increased by $8.4 million, or 27.3%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel recognized $9.9 million of revenues earned in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $1.5 million was primarily due to less early termination fees and non-cash deferred revenue adjustments.
RLEC & Other revenue
RLEC & Other revenue increased by $2.9 million, or 28.3%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel recognized $2.9 million of revenues earned in the acquired Horizon markets during the first three months of 2025.
Cost of services
Cost of services increased by $5.1 million, or 8.5%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel incurred $7.6 million of cost of services in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $2.5 million was due to decreases in network payroll, line, and programming costs.
Selling, general and administrative
Selling, general and administrative expense increased by $2.5 million, or 4.3%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel incurred $3.2 million of selling, general and administrative costs in the acquired Horizon markets during the first three months of 2025. The remaining decrease of $0.7 million due to decreases in professional fees and bad debt expenses, partially offset by increases in property taxes and marketing and selling payroll.
Restructuring, integration and acquisition
Restructuring, integration and acquisition expense decreased by $11.2 million, or 94.0%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Restructuring, integration and acquisition expense in 2024 related primarily to costs incurred to effect the Horizon Transaction and integration of costs during the post-acquisition period.
Depreciation and amortization
Depreciation and amortization increased by $21.5 million, or 50.1%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024. Shentel incurred $9.2 million of depreciation and amortization related to the tangible and intangible assets acquired in the Horizon Transaction during the first three months of 2025. The remaining increase of $12.3 million was due to the Company’s expansion of its Glo Fiber network and a $4.2 million write-off of plant under construction inventory assets no longer expected to be used.
Interest expense
Interest expense increased by $2.8 million, or 35.0%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024 due to an increase in the Company’s outstanding debt.
Other income, net
Other income, net increased by $0.1 million, or 2.9%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024 due to a favorable settlement of the Horizon acquisition related escrow claim, partially offset by higher interest income earned in the prior year.
Income tax benefit
Income tax benefit decreased by $2.1 million, or 33.1%, in the six months ended June 30, 2025 compared with the six months ended June 30, 2024 due to lower pre-tax loss in the current period and higher excess tax benefits derived from vesting of restricted stock.
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Additional Information
Shentel provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial cable networks. We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. Shentel’s Broadband business also provides voice and DSL telephone services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. These integrated networks are connected by over 17,700 route miles of fiber.
The following table indicates selected operating statistics. Shentel updated the presentation of certain revenues and voice RGUs in the prior year to conform with changes in how management views these lines of business. This reclassification resulted in updated Average Revenue per User (“ARPU”) and voice RGUs for the prior period.
| Three Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Homes and businesses passed (1) | ||||||||||||||
| Incumbent Broadband Markets | 244,007 | 232,531 | ||||||||||||
| Glo Fiber Expansion Markets | 378,916 | 297,545 | ||||||||||||
Total homes and businesses passed | 622,923 | 530,076 | ||||||||||||
| Residential & SMB RGUs: | ||||||||||||||
| Incumbent Broadband Markets | 111,730 | 111,256 | ||||||||||||
| Glo Fiber Expansion Markets | 76,276 | 53,285 | ||||||||||||
| Broadband Data | 188,006 | 164,541 | ||||||||||||
| Video | 37,626 | 42,079 | ||||||||||||
| Voice | 26,129 | 24,848 | ||||||||||||
Total Residential & SMB RGUs (excludes RLEC) | 251,761 | 231,468 | ||||||||||||
| Residential & SMB Penetration (2) | ||||||||||||||
| Incumbent Broadband Markets | 45.8 | % | 47.8 | % | ||||||||||
| Glo Fiber Expansion Markets | 20.1 | % | 17.9 | % | ||||||||||
| Broadband Data | 30.2 | % | 31.0 | % | ||||||||||
| Video | 6.0 | % | 7.9 | % | ||||||||||
| Voice | 4.4 | % | 4.9 | % | ||||||||||
| Residential & SMB ARPU (3) | ||||||||||||||
| Incumbent Broadband Markets | $ | 83.05 | $ | 83.49 | ||||||||||
| Glo Fiber Expansion Markets | $ | 76.72 | $ | 77.56 | ||||||||||
| Broadband Data | $ | 80.56 | $ | 81.64 | ||||||||||
| Video | $ | 125.15 | $ | 116.96 | ||||||||||
| Voice | $ | 32.68 | $ | 35.21 | ||||||||||
| Fiber route miles | 17,740 | 16,029 | ||||||||||||
| Total fiber miles (4) | 1,936,922 | 1,798,211 | ||||||||||||
_______________________________________________________
(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)ARPU calculation = (Residential & SMB Revenue) / average RGUs / 3 months.
(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.
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Financial Condition, Liquidity and Capital Resources
Sources and Uses of Cash: The Company’s principal sources of liquidity are our cash and cash equivalents, cash generated from operations, government grants and borrowings under our credit agreement, which contains a $150 million revolving credit facility (the “Revolver”) and $525 million in delayed draw amortizing term loans (the “Term Loans” and collectively with the Revolver, the “Credit Agreement”).
In 2021, Congress passed the American Rescue Plan Act and the Infrastructure Investment and Jobs Act to subsidize the deployment of high-speed broadband internet access in unserved areas. We have been awarded approximately $151.1 million in grants to serve approximately 27,100 unserved homes in the states of Virginia, Ohio, Maryland and West Virginia and to upgrade the capacity of the Ohio middle mile network. The grants will be paid to the Company as certain milestones are completed. As of June 30, 2025, the Company had $94.6 million in grants available. The Company expects to fulfill the majority of its obligations under these programs by 2026.
As of June 30, 2025, the Company’s total available liquidity was $266.7 million, consisting of (i) cash and cash equivalents totaling $29.1 million; (ii) $143.0 million of availability under the Company’s revolving credit facility; and (iii) an aggregate of $94.6 million remaining reimbursements available under government grants, which reimbursements are subject to fulfilling the terms of the underlying agreements.
Net cash provided by operating activities from continuing operations was approximately $43.7 million during the six months ended June 30, 2025, representing an increase of $20.5 million compared with the prior year period, primarily driven by increases in revenue and timing of changes in working capital.
Net cash used in investing activities from continuing operations was approximately $151.9 million during the six months ended June 30, 2025, representing a decrease of $337.0 million compared with the prior year period, primarily driven by a $347.1 million decrease in cash disbursed for acquisitions and a $9.6 million increase in cash receipts from government grant programs, partially offset by a $18.5 million increase in capital expenditures driven by expansion of Glo Fiber and government-subsidized markets.
Net cash provided by financing activities from continuing operations was approximately $93.2 million during the six months ended June 30, 2025, representing an increase of $23.3 million compared with the prior year period, primarily driven by an increase of $100.0 million in borrowings under the Term Loans, partially offset by a decrease in proceeds from equity issuances and a $2.3 million increase in principal payments on long-term debt.
Indebtedness: As of June 30, 2025, the Company’s net indebtedness was approximately $511.8 million, including $513.1 million in outstanding Term Loans, net of unamortized loan fees of $1.3 million. The borrowed amounts bear interest at a variable rate determined by one-month term SOFR, plus a margin based on net leverage. The weighted-average interest rate for the Term Loans was 6.97% at June 30, 2025.
Shentel’s Term Loans, which consist of Term Loan A-1, Term Loan A-2 and Term Loan A-3, have outstanding balances of $140.9 million, $147.8 million and $224.4 million, respectively. The Term Loans require quarterly payments based on a percentage of the outstanding balance. On April 16, 2025, Shentel amended the Credit Agreement (the “Fourth Amendment”) to extend the maturity date of the Revolver and Term Loan A-1 to July 1, 2027. Both Term Loan A-2 and Term Loan A-3 mature on July 1, 2028.
Refer to Note 9, Debt, in the Company’s unaudited condensed consolidated financial statements for more information about the Credit Agreement.
The Fourth Amendment of Shentel’s Credit Agreement also amended certain covenant provisions, including increasing the maximum Total Net Leverage Ratio (as defined in the Credit Agreement) permitted as of the last day of any fiscal quarter to 4.75:1.00. As of June 30, 2025, the Company was in compliance with the financial covenants in our Credit Agreement.
We expect our cash on hand, cash flows from continuing operations, and availability of funds from our Credit Agreement as well as government grants will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months. There can be no assurance that we will continue to generate cash flows at or above current levels.
During the six months ended June 30, 2025, our capital expenditures of $169.4 million exceeded our net cash provided by operating activities of continuing operations by $125.7 million, and we expect our capital expenditures to exceed the cash flows provided from continuing operations through 2026, as we expand our Glo Fiber broadband network.
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The actual amount and timing of our future capital requirements may differ materially from our estimates depending on the demand for our products and services, new market developments and expansion opportunities.
Our cash flows from operations could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions including rising inflation, changes in tariffs, 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. Our ability to attract and maintain a sufficient customer base is critical to our ability to maintain positive cash flows from operations. The foregoing events individually or collectively could affect our results.
Critical Accounting Policies
There have been no material changes to the critical accounting policies previously disclosed in Part II, Item 8 of our 2024 Form 10-K for the year ended December 31, 2024.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have borrowed a total of $525 million pursuant to the variable rate delayed draw Term Loans available under the Credit Agreement. As of June 30, 2025, Shentel has borrowed the full amount available under our Term Loans A-1, A-2 and A-3.
As of June 30, 2025, the Company had $513.1 million of gross variable rate debt outstanding. The weighted-average interest rate was 6.97% for the Term Loans at June 30, 2025. An increase in market interest rates of 1.00% would add approximately $5.1 million to annual interest expense.
Shentel has pay fixed, receive variable interest rate swaps totaling $150.0 million of notional principal (the “Swaps”). The Swaps contain monthly payment terms that became effective in May 2024 which extend through their maturity dates in June 2026. The Swaps are designated as cash flow hedges, representing 50% of the Company’s Term Loan A-1 and A-2 outstanding debt. The Company uses the Swaps to manage its exposure to interest rate risk for a portion of its long-term variable-rate Term Loans through interest rate swaps. Shentel effectively pays a fixed weighted-average interest rate of 2.90%, prior to interest rate margin provided under our credit facility.
ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial and Principal Accounting Officer (the certifying officers) have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2025. Our certifying officers concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
We are currently involved in, and may in the future become involved in, legal proceedings, claims and investigations in the ordinary course of our business. Although the results of these legal proceedings, claims and investigations cannot be predicted with certainty, we do not believe that the final outcome of any matters that we are currently involved in are reasonably likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. Regardless of final outcomes, however, any such proceedings, claims, and investigations may nonetheless impose a significant burden on management and employees and be costly to defend, with unfavorable preliminary or interim rulings.
ITEM 1A. RISK FACTORS
We discuss in our Annual Report on Form 10-K various risks that may materially affect our business. We use this section to update this discussion to reflect material developments since our Form 10-K was filed. As of June 30, 2025, the Company has identified one additional risk factor related to potential cost pressures associated with tariffs as presented in the Financial Condition and Liquidity section.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
Use of Proceeds from Registered Securities
None.
Purchases of Equity Securities by the Issuer or Affiliated Purchasers
In conjunction with the vesting of stock awards or exercise of stock options, the grantees may surrender awards necessary to cover the statutory tax withholding requirements and any amounts required to cover stock option strike prices associated with the transaction. The following table provides information about shares surrendered during the quarter ended June 30, 2025, to settle employee tax withholding obligations related to the vesting of stock awards.
| (in thousands, except per share amounts) | Number of Shares Surrendered | Average Price Paid per Share | |||||||||
| April 1 to April 30 | — | $— | |||||||||
| May 1 to May 31 | — | — | |||||||||
| June 1 to June 30 | 18 | 13.23 | |||||||||
| Total | 18 | ||||||||||
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2025, none of our officers or directors adopted terminated
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ITEM 6. Exhibits Index
| Exhibit No. | Exhibit Description | ||||||||||
Amendment No. 4 to Credit Agreement, dated April 16, 2025, by and among Shentel Broadband Operations LLC, certain subsidiaries of Shentel Telecommunications Company, CoBank ACB, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Shentel’s Current Report on Form 8-K filed April 17, 2025). | |||||||||||
31.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | ||||||||||
31.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | ||||||||||
31.3* | Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. | ||||||||||
32** | Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350. | ||||||||||
| (101) | Formatted in Inline XBRL (Extensible Business Reporting Language) | ||||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
* Filed herewith
** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act.
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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 | |||||
| /s/ James J. Volk | |||||
| James J. Volk | |||||
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
| Date: July 31, 2025 | |||||
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