SHENANDOAH TELECOMMUNICATIONS CO/VA/ MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

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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," "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
those discussed below and under the caption "Risk Factors" in the Company's
Annual Report on Form 10-K for its fiscal year ended December 31, 2021 ("2021
Form 10-K").
The following management's discussion and analysis should be read in conjunction
with the Company's 2021 Form 10-K, including the consolidated financial
statements and related notes included therein.

Insight

Shenandoah Telecommunications Company (“Shentel”, “we”, “us”, “our” or the “Company”) is a provider of a full range of broadband communications services and cell tower colocation space in the Midtown -Atlantic of United States.

"Management's Discussion and Analysis of Financial Condition and Results of
Operations" ("MD&A") is organized around our reportable segments. Refer to Note
13, Segment Reporting and Note 14, Discontinued Operations, in our unaudited
condensed consolidated financial statements for additional information.

Developments 2022

Beam fixed wireless:
In the fourth quarter of 2021, due to the availability of grants awarded under
various governmental initiatives, and in support of rural fiber to the home
("FTTH") broadband network expansion projects, we decided to cease further
expansion of our Beam branded fixed wireless edge-out strategy. During the
second quarter of 2022, the Company permanently ceased operating 20 of our 55
Beam fixed wireless sites. On August 23, 2022, the Company entered into a
definitive asset purchase agreement (the "Spectrum Purchase Agreement") with a
wireless carrier pursuant to which the Company agreed to sell certain Federal
Communications Commission ("FCC") spectrum licenses and leases utilized in the
Company's Beam branded fixed wireless service for total consideration of
approximately $21.1 million, composed of $17.3 million cash and approximately
$3.8 million of liabilities to be assumed by the wireless carrier (the "Spectrum
Transaction"). The Spectrum Transaction is expected to close in the first half
of 2023, subject to the receipt of regulatory approvals and other customary
closing conditions. As a result of the Spectrum Transaction, the Company plans
to cease its Beam service at the remaining Beam fixed wireless sites upon or
prior to the closing of the Spectrum Transaction. The Company is no longer
reporting Beam customers as part of its Broadband Revenue Generating Units
("RGUs").

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Results of Operations

Three months completed September 30, 2022 Compared to the three months ended
September 30, 2021

The Company’s consolidated operating results are summarized as follows:

                                                           Three Months Ended September 30,                                       Change
($ in thousands)                               2022       % of Revenue             2021       % of Revenue               $                     %
Revenue                                    $  66,924         100.0             $  62,244         100.0                   4,680                   7.5
Operating expenses                            68,695         102.6                61,393          98.6                   7,302                  11.9
Operating (loss) income                       (1,771)         (2.6)                  851           1.4                  (2,622)                308.1

Other (expense) income, net                   (1,208)         (1.8)                  138           0.2                  (1,346)               (975.4)
(Loss) income before taxes                    (2,979)         (4.5)                  989           1.6                  (3,968)                401.2
Income tax benefit                              (251)         (0.4)               (5,506)         (8.8)                  5,255                  95.4
(Loss) income from continuing
operations                                    (2,728)         (4.1)                6,495          10.4                  (9,223)               (142.0)

Income from discontinued operations,
net of tax                                         -             -               886,326       1,424.0                (886,326)               (100.0)
Net (loss) income                          $  (2,728)         (4.1)            $ 892,821       1,434.4                (895,549)               (100.3)



Revenue
Revenue increased approximately $4.7 million, or 7.5%, during the three months
ended September 30, 2022 compared with the three months ended September 30,
2021, driven by growth of $4.5 million, or 7.7%, in the Broadband segment and
$0.2 million, or 5.1%, in the Tower segment. Refer to the discussion of the
results of operations for the Broadband and Tower segments, included within this
MD&A, for additional information.

Operating expenses
Operating expenses increased approximately $7.3 million, or 11.9%, for the three
months ended September 30, 2022 compared with the three months ended September
30, 2021, driven primarily by $9.1 million of incremental Broadband operating
expenses, partially offset by $1.6 million of decreased Corporate operating
expenses primarily driven by lower depreciation and lower restructuring charges
and $0.2 million of decreased Tower operating expenses primarily driven by lower
costs of sales. Refer to the discussion of the results of operations for the
Broadband and Tower segments, included within this MD&A, for additional
information.

Other income (expenses), net Other income (expenses), net less $1.3 million primarily due to higher charges related to transition agreements with T-Mobile following the sale of our wireless business in July 2021lower investment income and higher interest expense.

Income tax benefit
For the three months ended September 30, 2022 the Company recognized an income
tax benefit of $0.3 million, compared with $5.5 million of income tax benefit
for the three months ended September 30, 2021. The $5.3 million decrease in
income tax benefit was primarily due to a one-time increase in income tax
benefit during the third quarter of 2021 as a result of a non-cash tax benefit
for revaluation of deferred tax liabilities driven by the change in our
estimated state tax rate that was triggered by the disposition of our Wireless
assets and operations.

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Table of Contents Nine Months Complete September 30, 2022 Compared to the nine months ended
September 30, 2021

The Company's consolidated results from operations are summarized as follows:

                                                            Nine Months Ended September 30,                                        Change
($ in thousands)                               2022        % of Revenue             2021      % of Revenue                $                      %
Revenue                                    $  197,359         100.0             $ 182,635        100.0                    14,724                   8.1
Operating expenses                            202,647         102.7               177,164         97.0                    25,483                  14.4
Operating (loss) income                        (5,288)         (2.7)                5,471          3.0                   (10,759)               (196.7)

Other (expense) income, net                    (1,967)         (1.0)                3,076          1.7                    (5,043)               (163.9)
(Loss) income before taxes                     (7,255)         (3.7)                8,547          4.7                   (15,802)               (184.9)
Income tax benefit                               (699)         (0.4)               (2,519)        (1.4)                    1,820                  72.3
(Loss) income from continuing
operations                                     (6,556)         (3.3)               11,066          6.1                   (17,622)               (159.2)

Income from discontinued operations,
net of tax                                          -             -               986,364        540.1                  (986,364)               (100.0)
Net (loss) income                          $   (6,556)         (3.3)            $ 997,430        546.1                (1,003,986)               (100.7)



Revenue
Revenue increased approximately $14.7 million, or 8.1%, during the nine months
ended September 30, 2022 compared with the nine months ended September 30, 2021,
driven by growth of $14.2 million, or 8.4%, in the Broadband segment and $0.5
million, or 3.6%, in the Tower segment. Refer to the discussion of the results
of operations for the Broadband and Tower segments, included within this MD&A,
for additional information.

Operating expenses
Operating expenses increased approximately $25.5 million, or 14.4%, for the nine
months ended September 30, 2022 compared with the nine months ended September
30, 2021, driven primarily by $25.0 million of incremental Broadband operating
expenses, $0.3 million of incremental Corporate operating expenses primarily
driven by increased stock-based compensation offset by decreased professional
fees, and $0.2 million of incremental Tower operating expenses.

Other income (expense), net
Other income (expense), net decreased $5.0 million primarily due to lower income
from investments.

Income tax (benefit) expense
For the nine months ended September 30, 2022 the Company recognized an income
tax benefit of $0.7 million, compared with $2.5 million of income tax benefit
for the nine months ended September 30, 2021. The $1.8 million decrease in
income tax benefit was primarily due to a one-time increase in income tax
benefit during the third quarter of 2021 as a result of a non-cash tax benefit
for revaluation of deferred tax liabilities driven primarily by the change in
our estimated state tax rate that was triggered by the disposition of our
Wireless assets and operations.

Broadband

Our Broadband segment provides broadband internet, video and voice services to
residential and commercial customers in portions of Virginia, West Virginia,
Maryland, Pennsylvania, and Kentucky via hybrid fiber coaxial cable under the
brand name of Shentel, fiber optics under the brand name of Glo Fiber and fixed
wireless network under the brand name of Beam. The Broadband segment also leases
dark fiber and provides Ethernet and Wavelength fiber optic services to
enterprise and wholesale customers throughout the entirety of our service area
under the brand names of Glo Fiber Enterprise and Glo Fiber Wholesale. The
Broadband segment also provides voice and DSL telephone services to customers in
Virginia's Shenandoah County and portions of adjacent counties as a Rural Local
Exchange Carrier ("RLEC"). These integrated networks are connected by our fiber
network of over 8,000 route miles.

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The following table indicates selected operating statistics of our Broadband
segment:
                                                                          September 30,          September 30,
                                                                               2022                   2021
Broadband homes and businesses passed (1)                                      342,741                271,849
Incumbent Cable                                                                211,829                211,013
Glo Fiber                                                                      130,912                 60,836

Residential & Small and Medium Business ("SMB") RGUs:
Broadband Data                                                                 130,238                114,388
Incumbent Cable                                                                109,132                105,116
Glo Fiber                                                                       21,106                  9,272
Video                                                                           48,092                 50,652
Voice                                                                           39,801                 34,592
Total Residential & SMB RGUs (excludes RLEC)                                   218,131                199,632

Residential & SMB Penetration (2)
Broadband Data                                                                    38.0  %                42.1  %
Incumbent Cable                                                                   51.5  %                49.8  %
Glo Fiber                                                                         16.1  %                15.2  %
Video                                                                             14.0  %                18.6  %
Voice                                                                             12.2  %                13.6  %

Residential & SMB ARPU (3)
Broadband Data                                                           $       80.05          $       78.85
Incumbent Cable                                                          $       81.43          $       79.31
Glo Fiber                                                                $       72.75          $       73.69
Video                                                                    $      102.59          $      100.75
Voice                                                                    $       25.56          $       28.44

Fiber route miles                                                                8,072                  7,219
Total fiber miles (4)                                                          622,095                469,387

_________________________________________________________

(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)Average Revenue Per RGU calculation = (Residential & SMB Revenue * 1,000) /
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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Table of contents Quarter ended September 30, 2022 Compared to the three months ended
September 30, 2021

Broadband operating results can be summarized as follows:

                                                            Three Months Ended September 30,                                    Change
($ in thousands)                                2022       % of Revenue            2021       % of Revenue              $                   %
Broadband operating revenue
Residential & SMB                           $  48,700          78.1             $ 44,783          77.3                 3,917                  8.7
Commercial Fiber                                9,523          15.3                9,059          15.6                   464                  5.1
RLEC & Other                                    4,163           6.7                4,071           7.0                    92                  2.3
Total broadband revenue                        62,386         100.0               57,913         100.0                 4,473                  7.7
Broadband operating expenses
Cost of services                               26,193          42.0               24,333          42.0                 1,860                  7.6
Selling, general, and administrative           13,946          22.4               11,898          20.5                 2,048                 17.2
Restructuring expense                             169           0.3                   71           0.1                    98                138.0
Impairment expense                                477           0.8                    -             -                   477                    -
Depreciation and amortization                  16,791          26.9               12,211          21.1                 4,580                 37.5
Total broadband operating expenses             57,576          92.3               48,513          83.8                 9,063                 18.7
Broadband operating income                  $   4,810           7.7             $  9,400          16.2                (4,590)               (48.8)



Residential & SMB (small & medium business) revenue
Residential & SMB revenue for the three months ended September 30, 2022
increased approximately $3.9 million, or 8.7%, compared with the three months
ended September 30, 2021, primarily driven by 127.6% and 3.8% year-over-year
growth in Glo Fiber and incumbent cable broadband data RGUs, respectively,
driven by increased customer demand for higher speed data service.

Commercial Fiber revenue
Commercial Fiber revenue for the three months ended September 30, 2022 increased
approximately $0.5 million, or 5.1%, compared with the three months ended
September 30, 2021, primarily driven by increased connections.

Cost of services
Cost of services for the three months ended September 30, 2022 increased
approximately $1.9 million, or 7.6%, compared with the three months ended
September 30, 2021, driven by higher compensation and maintenance expenses.
Compensation increased due to salary and wage increases, higher medical benefit
costs and higher headcount to support the expansion of our Glo Fiber network.
Maintenance increased due to higher cable replacement, fuel and field
engineering costs.

Selling, general and administrative
Selling, general and administrative expense increased $2.0 million, or 17.2%,
compared with the three months ended September 30, 2021, due primarily to higher
compensation expense, advertising, bad debt and property taxes. Compensation
increased due to higher salary and wages, medical expenses and headcount to
support Glo Fiber expansion.

Restructuring expense
Restructuring expense was consistent with the prior year period.

Impairment expense
During the third quarter of 2022, the Company incurred impairment charges of
$0.5 million primarily as a result of the discontinued use of Beam assets.

Depreciation and amortization
Depreciation and amortization for the three months ended September 30, 2022
increased $4.6 million, or 37.5%, compared with the three months ended September
30, 2021, primarily as a result of our network expansion of our Glo Fiber
network and due to the acceleration of depreciation associated with assets at
Beam sites to be decommissioned prior to or upon the closing of the Spectrum
Transaction.
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Contents

Nine month period ended September 30, 2022 Compared to the nine months ended
September 30, 2021

Broadband operating results can be summarized as follows:

                                                             Nine Months Ended September 30,                                       Change
($ in thousands)                                2022        % of Revenue             2021       % of Revenue              $                    %
Broadband operating revenue
Residential & SMB                           $  143,512          78.2             $ 131,702          77.8                11,810                    9.0
Commercial Fiber                                27,930          15.2                26,061          15.4                 1,869                    7.2
RLEC & Other                                    12,070           6.6                11,531           6.8                   539                    4.7
Total broadband revenue                        183,512         100.0               169,294         100.0                14,218                    8.4
Broadband operating expenses
Cost of services                                76,801          41.9                70,050          41.4                 6,751                    9.6
Selling, general, and administrative            41,376          22.5                35,429          20.9                 5,947                   16.8
Restructuring expense                              629           0.3                   203           0.1                   426                  209.9
Impairment expense                               4,884           2.7                    99           0.1                 4,785                4,833.3
Depreciation and amortization                   42,724          23.3                35,648          21.1                 7,076                   19.8
Total broadband operating expenses             166,414          90.7               141,429          83.5                24,985                   17.7
Broadband operating income                  $   17,098           9.3             $  27,865          16.5               (10,767)                 (38.6)



Residential & SMB (small & medium business) revenue
Residential & SMB revenue for the nine months ended September 30, 2022 increased
approximately $11.8 million, or 9.0%, compared with the nine months ended
September 30, 2021, primarily driven by 127.6% and 3.8% year-over-year growth in
Glo Fiber and incumbent cable broadband data RGUs, respectively, driven by
increased customer demand for higher speed data service.

Commercial Fiber revenue
Commercial Fiber revenue for the nine months ended September 30, 2022 increased
approximately $1.9 million, or 7.2%, compared with the nine months ended
September 30, 2021, primarily driven by increased connections.

Cost of services
Cost of services for the nine months ended September 30, 2022, increased
approximately $6.8 million, or 9.6%, compared with the nine months ended
September 30, 2021, driven by higher maintenance and compensation expenses.
Maintenance increased due to higher cable replacement, fuel and field
engineering costs. Compensation increased due to higher salary and wage
increases, medical benefit costs and headcount to support the expansion of our
Glo Fiber network, .

Selling, general and administrative
Selling, general and administrative expense for the nine months ended September
30, 2022, increased $5.9 million, or 16.8%, compared with the nine months ended
September 30, 2021, driven primarily by a $2.7 million increase in compensation,
a $1.5 million increase in advertising to support Glo Fiber expansion, $1.2
million increase in software fees and professional fees driven by upgrades to
our operations support, customer relationship management and enterprise resource
planning systems, a $0.5 million increase in bad debt expense. Compensation
increased due to higher salary and wage increases, medical benefit costs and
headcount to support the expansion of our Glo Fiber network,

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Restructuring expense
Restructuring expense increased $0.4 million due to the partial ceasing of Beam
operations.

Impairment expense
Impairment expense is primarily driven by impairment charges of $4.1 million
related to Beam fixed wireless sites at which the Company permanently ceased
operations in the second quarter of 2022.

Depreciation and amortization
Depreciation and amortization increased $7.1 million, or 19.8%, compared with
the nine months ended September 30, 2021, primarily as a result of our network
expansion of our Glo Fiber network and the accelerating depreciation of the Beam
network assets.
Tower

Our Tower segment owns cell towers and leases colocation space on the towers to
wireless communications providers. Substantially all of our owned towers are
built on ground that we lease from the respective landlords.

The following table indicates selected operating statistics of the Tower
segment:

                                   September 30,        September 30,
                                       2022                 2021
Macro tower sites                       222                  223
Tenants                                 457                  470
Average tenants per tower               2.0                  2.0



Three months completed September 30, 2022 Compared to the three months ended
September 30, 2021

The operating results of the tower are summarized as follows:

                                                                  Three Months Ended September 30,                                   Change
($ in thousands)                                       2022       % of Revenue            2021      % of Revenue              $                  %
Tower revenue                                      $   4,677         100.0             $ 4,449         100.0                  228                 5.1
Tower operating expenses                               2,087          44.6               2,286          51.4                 (199)               (8.7)
Tower operating income                             $   2,590          55.4             $ 2,163          48.6                  427                19.7



Revenue

Revenues increased by approximately $0.2 millionor 5.1%, for the three months ended September 30, 2022 compared to the three months ended September 30, 2021mainly due to an increase in revenue per tenant due to one-time processing fees.

Operating expenses
Operating expenses for the three months ended September 30, 2022 decreased $0.2
million, or 8.7%, compared with the prior year period. The decrease was
primarily driven by lower costs of service as a result of lower tower
maintenance costs.

Nine month period ended September 30, 2022 Compared to the nine months ended
September 30, 2021

The operating results of the tower are summarized as follows:

                                                                   Nine Months Ended September 30,                                   Change
($ in thousands)                                       2022       % of Revenue            2021       % of Revenue             $                 %
Tower revenue                                      $  14,226         100.0             $ 13,728         100.0                 498                3.6
Tower operating expenses                               6,598          46.4                6,354          46.3                 244                3.8
Tower operating income                             $   7,628          53.6             $  7,374          53.7                 254                3.4



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Revenue
Revenue increased approximately $0.5 million, or 3.6%, for the nine months ended
September 30, 2022 compared with the nine months ended September 30, 2021,
primarily due to an increase in revenue per tenant.

Operating expenses
Operating expenses for the nine months ended September 30, 2022 increased $0.2
million, or 3.8%, compared with the prior year period. The increase was
primarily due to depreciation expense.
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Financial Condition, Liquidity and Capital Resources

Sources and uses of liquidity: Our primary sources of liquidity are our cash and cash equivalents, cash flow generated from operations and borrowings under our credit agreement dated July 1, 2021 (the “Credit Agreement”).

As of September 30, 2022, our cash and cash equivalents totaled $33.0 million
and the availability under our delayed draw term loans and revolving line of
credit was $375.0 million, for total available liquidity of $408.0 million.

Operating activities from continuing operations generated approximately $56.2
million during the nine months ended September 30, 2022, representing an
increase of $24.6 million compared with the prior year period, driven primarily
by changes in working capital.

Operating activities from discontinued operations were not material during the
nine months ended September 30, 2022 due to the sale of the Wireless business in
2021.

Net cash used in investing activities for continuing operations increased $12.0
million during the nine months ended September 30, 2022, compared with the nine
months ended September 30, 2021, primarily due to a $13.6 million increase in
capital expenditures due primarily to higher spending in the Broadband segment
to enable our Glo Fiber market expansion.

Net cash provided by financing activities for continuing operations was $23.1
million during the nine months ended September 30, 2022, compared with net cash
used in financing activities for continuing operations of $940.4 million for the
nine months ended September 30, 2021, The change was primarily due to a $936.9
million dividend paid in the third quarter of 2021 in connection with the sale
of the Wireless business compared to no dividends paid in the nine months ended
September 30, 2022, partially offset by $25 million borrowed under the Company's
team loans in the third quarter of 2022.

The Company expects to receive tax refunds of approximately $29.5 million
related to our 2021 tax returns.

Indebtedness: On July 1, 2022, we borrowed $12.5 million under each of the
delayed draw term loan facilities available under the Credit Agreement for a
total of $25.0 million. We expect to borrow the remaining $275.0 million
available under these term loans by June 2023 to fund planned capital
expenditures aimed at our network and subscriber growth and expansion
initiatives. As of September 30, 2022, the Company's indebtedness totaled
approximately $25.0 million, net of unamortized loan fees of $26.0 thousand,
with an annualized overall weighted average interest rate of approximately
3.89%. Refer to Note 8, Debt, for information about the Company's Credit
Facility.

Of the September 30, 2022the Company complied with the financial covenants of our credit agreement.

We expect our cash on hand, cash flow from continuing operations, and
availability of funds from our Credit Agreement 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.

We expect our capital expenditures to exceed cash flow from continuing operations through 2025 as we expand our Glo Fiber high-speed network to potentially reach more than 450,000 passages.

The actual amount and timing of our future capital needs may differ significantly from our estimates depending on demand for our products and services, new market developments and opportunities for expansion.

Our cash flows from continuing operations could be adversely affected by events
outside our control, including, without limitation, changes in overall economic
conditions including rising inflation, 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, particularly in our Broadband markets, is critical to
our ability to maintain a positive cash flow from operations. The foregoing
events individually or collectively could affect our results.

Critical accounting policies

There have been no material changes in the critical accounting policies previously disclosed in Part II, Item 8 of our 2021 Form 10-K for the year ended
December 31, 2021.

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