000035496312/312021Q1FALSE00003549632021-01-012021-03-31xbrli:shares00003549632021-04-26iso4217:USD00003549632021-03-3100003549632020-12-31iso4217:USDxbrli:shares00003549632020-01-012020-03-310000354963us-gaap:CommonStockMember2020-12-310000354963us-gaap:AdditionalPaidInCapitalMember2020-12-310000354963us-gaap:RetainedEarningsMember2020-12-310000354963us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000354963us-gaap:RetainedEarningsMember2021-01-012021-03-310000354963us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310000354963us-gaap:CommonStockMember2021-01-012021-03-310000354963us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310000354963us-gaap:CommonStockMember2021-03-310000354963us-gaap:AdditionalPaidInCapitalMember2021-03-310000354963us-gaap:RetainedEarningsMember2021-03-310000354963us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310000354963us-gaap:CommonStockMember2019-12-310000354963us-gaap:AdditionalPaidInCapitalMember2019-12-310000354963us-gaap:RetainedEarningsMember2019-12-310000354963us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-3100003549632019-12-310000354963us-gaap:RetainedEarningsMember2020-01-012020-03-310000354963us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-03-310000354963us-gaap:CommonStockMember2020-01-012020-03-310000354963us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310000354963us-gaap:CommonStockMember2020-03-310000354963us-gaap:AdditionalPaidInCapitalMember2020-03-310000354963us-gaap:RetainedEarningsMember2020-03-310000354963us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-3100003549632020-03-31xbrli:pure0000354963srt:AffiliatedEntityMember2020-08-262020-08-260000354963us-gaap:DiscontinuedOperationsHeldforsaleMember2021-02-010000354963shen:WirelessSegmentMember2021-03-310000354963shen:WirelessSegmentMember2020-12-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMember2021-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMember2020-12-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMembershen:ServiceandOtherMember2021-01-012021-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMembershen:ServiceandOtherMember2020-01-012020-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMembershen:EquipmentProductAndServiceMember2021-01-012021-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMembershen:EquipmentProductAndServiceMember2020-01-012020-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMember2021-01-012021-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMember2020-01-012020-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMemberus-gaap:ServiceMember2021-01-012021-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMemberus-gaap:ServiceMember2020-01-012020-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMemberus-gaap:ProductMember2021-01-012021-03-310000354963us-gaap:DiscontinuedOperationsHeldforsaleMemberus-gaap:ProductMember2020-01-012020-03-310000354963srt:MinimumMember2021-01-012021-03-310000354963srt:MaximumMember2021-01-012021-03-310000354963shen:CobankMember2021-03-310000354963shen:CobankMember2020-12-310000354963shen:CobankMember2021-01-012021-03-310000354963shen:CobankMember2020-01-012020-03-310000354963shen:ValleyNetworkPartnershipMember2021-03-310000354963us-gaap:EquityMethodInvesteeMember2020-01-012020-03-310000354963us-gaap:EquityMethodInvesteeMember2021-01-012021-03-310000354963us-gaap:LandMember2021-03-310000354963us-gaap:LandMember2020-12-310000354963us-gaap:LandImprovementsMember2021-01-012021-03-310000354963us-gaap:LandImprovementsMember2021-03-310000354963us-gaap:LandImprovementsMember2020-12-310000354963srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2021-01-012021-03-310000354963srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2021-01-012021-03-310000354963us-gaap:BuildingAndBuildingImprovementsMember2021-03-310000354963us-gaap:BuildingAndBuildingImprovementsMember2020-12-310000354963us-gaap:OtherMachineryAndEquipmentMembersrt:MinimumMember2021-01-012021-03-310000354963srt:MaximumMemberus-gaap:OtherMachineryAndEquipmentMember2021-01-012021-03-310000354963us-gaap:OtherMachineryAndEquipmentMember2021-03-310000354963us-gaap:OtherMachineryAndEquipmentMember2020-12-310000354963srt:MinimumMembershen:EquipmentAndSoftwareMember2021-01-012021-03-310000354963srt:MaximumMembershen:EquipmentAndSoftwareMember2021-01-012021-03-310000354963shen:EquipmentAndSoftwareMember2021-03-310000354963shen:EquipmentAndSoftwareMember2020-12-310000354963us-gaap:OtherPlantInServiceMember2021-03-310000354963us-gaap:OtherPlantInServiceMember2020-12-310000354963us-gaap:AssetUnderConstructionMember2021-03-310000354963us-gaap:AssetUnderConstructionMember2020-12-310000354963shen:BroadbandSegmentMember2021-03-310000354963shen:BroadbandSegmentMember2020-12-310000354963us-gaap:FranchiseRightsMember2021-03-310000354963us-gaap:FranchiseRightsMember2020-12-310000354963shen:FCCSpectrumLicensesMember2021-03-310000354963shen:FCCSpectrumLicensesMember2020-12-310000354963shen:RailroadCrossingRightsMember2021-03-310000354963shen:RailroadCrossingRightsMember2020-12-310000354963shen:FCCSpectrumLicensesMember2021-03-310000354963shen:FCCSpectrumLicensesMember2020-12-310000354963us-gaap:CustomerRelationshipsMember2021-03-310000354963us-gaap:CustomerRelationshipsMember2020-12-310000354963us-gaap:OtherIntangibleAssetsMember2021-03-310000354963us-gaap:OtherIntangibleAssetsMember2020-12-310000354963shen:CanaanCableMember2020-12-312020-12-310000354963shen:CanaanCableMember2020-12-310000354963shen:CanaanCableMemberus-gaap:CustomerRelationshipsMember2020-12-310000354963shen:FCCSpectrumLicensesMember2020-07-012020-09-300000354963us-gaap:RevolvingCreditFacilityMember2021-03-310000354963us-gaap:RevolvingCreditFacilityMember2021-01-012021-03-310000354963shen:TermLoanA1Member2021-03-310000354963shen:TermLoanA1Member2020-12-310000354963shen:TermLoanA2Member2021-03-310000354963shen:TermLoanA2Member2020-12-310000354963shen:TermLoanA1Memberus-gaap:LondonInterbankOfferedRateLIBORMember2021-01-012021-03-310000354963shen:TermLoanA2Memberus-gaap:LondonInterbankOfferedRateLIBORMember2021-01-012021-03-310000354963us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMembershen:InterestRateSwapMay2016Member2021-03-310000354963us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-03-310000354963us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-03-310000354963us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-12-310000354963us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2021-01-012021-03-310000354963us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2021-03-310000354963shen:FCCSpectrumLicensesMember2021-03-310000354963us-gaap:OperatingSegmentsMembershen:ResidentialAndSMBMembershen:BroadbandSegmentMember2021-01-012021-03-310000354963us-gaap:OperatingSegmentsMembershen:ResidentialAndSMBMembershen:TowerSegmentMember2021-01-012021-03-310000354963us-gaap:OperatingSegmentsMembershen:ResidentialAndSMBMember2021-01-012021-03-310000354963us-gaap:OperatingSegmentsMembershen:CommercialFiberMembershen:BroadbandSegmentMember2021-01-012021-03-310000354963us-gaap:OperatingSegmentsMembershen:TowerSegmentMembershen:CommercialFiberMember2021-01-012021-03-310000354963us-gaap:OperatingSegmentsMembershen:CommercialFiberMember2021-01-012021-03-310000354963shen:CarrierAccessRevenueMemberus-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2021-01-012021-03-310000354963shen:CarrierAccessRevenueMemberus-gaap:OperatingSegmentsMembershen:TowerSegmentMember2021-01-012021-03-310000354963shen:CarrierAccessRevenueMemberus-gaap:OperatingSegmentsMember2021-01-012021-03-310000354963shen:TowerLeaseMemberus-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2021-01-012021-03-310000354963shen:TowerLeaseMemberus-gaap:OperatingSegmentsMembershen:TowerSegmentMember2021-01-012021-03-310000354963shen:TowerLeaseMemberus-gaap:OperatingSegmentsMember2021-01-012021-03-310000354963shen:ServiceandOtherMemberus-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2021-01-012021-03-310000354963shen:ServiceandOtherMemberus-gaap:OperatingSegmentsMembershen:TowerSegmentMember2021-01-012021-03-310000354963shen:ServiceandOtherMemberus-gaap:OperatingSegmentsMember2021-01-012021-03-310000354963us-gaap:IntersegmentEliminationMembershen:BroadbandSegmentMember2021-01-012021-03-310000354963us-gaap:IntersegmentEliminationMembershen:TowerSegmentMember2021-01-012021-03-310000354963us-gaap:IntersegmentEliminationMemberus-gaap:CorporateAndOtherMember2021-01-012021-03-310000354963us-gaap:IntersegmentEliminationMember2021-01-012021-03-310000354963us-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2021-01-012021-03-310000354963us-gaap:OperatingSegmentsMembershen:TowerSegmentMember2021-01-012021-03-310000354963us-gaap:ServiceMemberus-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2021-01-012021-03-310000354963us-gaap:ServiceMemberus-gaap:OperatingSegmentsMembershen:TowerSegmentMember2021-01-012021-03-310000354963us-gaap:CorporateNonSegmentMemberus-gaap:ServiceMember2021-01-012021-03-310000354963us-gaap:ServiceMember2021-01-012021-03-310000354963us-gaap:CorporateNonSegmentMember2021-01-012021-03-310000354963us-gaap:OperatingSegmentsMembershen:ResidentialAndSMBMembershen:BroadbandSegmentMember2020-01-012020-03-310000354963us-gaap:OperatingSegmentsMembershen:ResidentialAndSMBMembershen:TowerSegmentMember2020-01-012020-03-310000354963us-gaap:OperatingSegmentsMembershen:ResidentialAndSMBMember2020-01-012020-03-310000354963us-gaap:OperatingSegmentsMembershen:CommercialFiberMembershen:BroadbandSegmentMember2020-01-012020-03-310000354963us-gaap:OperatingSegmentsMembershen:TowerSegmentMembershen:CommercialFiberMember2020-01-012020-03-310000354963us-gaap:OperatingSegmentsMembershen:CommercialFiberMember2020-01-012020-03-310000354963shen:CarrierAccessRevenueMemberus-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2020-01-012020-03-310000354963shen:CarrierAccessRevenueMemberus-gaap:OperatingSegmentsMembershen:TowerSegmentMember2020-01-012020-03-310000354963shen:CarrierAccessRevenueMemberus-gaap:OperatingSegmentsMember2020-01-012020-03-310000354963shen:TowerLeaseMemberus-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2020-01-012020-03-310000354963shen:TowerLeaseMemberus-gaap:OperatingSegmentsMembershen:TowerSegmentMember2020-01-012020-03-310000354963shen:TowerLeaseMemberus-gaap:OperatingSegmentsMember2020-01-012020-03-310000354963shen:ServiceandOtherMemberus-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2020-01-012020-03-310000354963shen:ServiceandOtherMemberus-gaap:OperatingSegmentsMembershen:TowerSegmentMember2020-01-012020-03-310000354963shen:ServiceandOtherMemberus-gaap:OperatingSegmentsMember2020-01-012020-03-310000354963us-gaap:IntersegmentEliminationMembershen:BroadbandSegmentMember2020-01-012020-03-310000354963us-gaap:IntersegmentEliminationMembershen:TowerSegmentMember2020-01-012020-03-310000354963us-gaap:IntersegmentEliminationMemberus-gaap:CorporateAndOtherMember2020-01-012020-03-310000354963us-gaap:IntersegmentEliminationMember2020-01-012020-03-310000354963us-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2020-01-012020-03-310000354963us-gaap:OperatingSegmentsMembershen:TowerSegmentMember2020-01-012020-03-310000354963us-gaap:ServiceMemberus-gaap:OperatingSegmentsMembershen:BroadbandSegmentMember2020-01-012020-03-310000354963us-gaap:ServiceMemberus-gaap:OperatingSegmentsMembershen:TowerSegmentMember2020-01-012020-03-310000354963us-gaap:CorporateNonSegmentMemberus-gaap:ServiceMember2020-01-012020-03-310000354963us-gaap:ServiceMember2020-01-012020-03-310000354963us-gaap:CorporateNonSegmentMember2020-01-012020-03-31

UNITED STATES OF AMERICA
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 March 31, 2021
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
SHENANDOAH TELECOMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1162807
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

500 Shentel Way, Edinburg, Virginia    22824
(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:
 
Common Stock (No Par Value)SHENNASDAQ Global Select Market49,943,149
(Title of Class)(Trading Symbol)(Name of Exchange on which Registered)(The number of shares of the registrant's common stock outstanding on April 26, 2021)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No ☐
 
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.
Large accelerated filerAccelerated filer Non-accelerated filerSmaller reporting companyEmerging 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 Comprehensive Income
  
 Unaudited Condensed Consolidated Statements of 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 1A.Risk Factors
  
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
  
Item 6.Exhibits
  
 Signatures
  
2

Table of Contents
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)March 31,
2021
December 31,
2020
ASSETS
Current assets:
Cash and cash equivalents$229,182 $195,397 
Accounts receivable, net of allowance for doubtful accounts of $490 and $614, respectively
66,618 70,393 
Prepaid expenses and other12,943 9,631 
Current assets held for sale1,117,528 1,133,294 
Total current assets1,426,271 1,408,715 
Investments13,376 13,769 
Property, plant and equipment, net468,383 440,427 
Goodwill and Intangible assets, net106,543 106,759 
Operating lease right-of-use assets52,738 50,387 
Deferred charges and other assets14,998 11,650 
Total assets$2,082,309 $2,031,707 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt, net of unamortized loan fees$680,531 $688,463 
Accounts payable19,866 19,599 
Advanced billings and customer deposits9,407 8,594 
Accrued compensation11,235 16,413 
Income taxes payable21,622 6,951 
Current operating lease liabilities2,062 1,970 
Accrued liabilities and other14,505 13,869 
Current liabilities held for sale443,089 452,202 
Total current liabilities1,202,317 1,208,061 
Other long-term liabilities:
Deferred income taxes155,623 150,652 
Asset retirement obligations5,130 4,955 
Benefit plan obligations12,785 14,645 
Non-current operating lease liabilities48,047 46,095 
Other liabilities24,453 24,905 
Total other long-term liabilities246,038 241,252 
Commitments and contingencies (Note 13)
Shareholders’ equity:
Common stock, no par value, authorized 96,000; 49,943 and 49,868 issued and outstanding at March 31, 2021 and December 31, 2020, respectively
  
Additional paid in capital46,583 47,317 
Retained earnings591,304 539,783 
Accumulated other comprehensive loss, net of taxes(3,933)(4,706)
Total shareholders’ equity633,954 582,394 
Total liabilities and shareholders’ equity$2,082,309 $2,031,707 

See accompanying notes to unaudited condensed consolidated financial statements.
3

Table of Contents
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except per share amounts)Three Months Ended
March 31,
20212020
Service revenue and other$59,691 $53,134 
Operating expenses:
Cost of services23,283 20,317 
Selling, general and administrative20,153 22,096 
Restructuring expense618  
Depreciation and amortization13,266 12,085 
Total operating expenses57,320 54,498 
Operating income (loss)2,371 (1,364)
Other income:
Other income, net1,600 749 
Income (loss) before income taxes3,971 (615)
Income tax expense (benefit) 922 (765)
Income from continuing operations3,049 150 
Income from discontinued operations, net of tax48,472 13,130 
Net income51,521 13,280 
Other comprehensive income:
Unrealized income (loss) on interest rate hedge, net of tax773 (6,106)
Comprehensive income$52,294 $7,174 
Net income per share, basic and diluted:
Basic - Income from continuing operations$0.06 $ 
Basic - Income from discontinued operations, net of tax$0.97 $0.27 
Basic net income per share$1.03 $0.27 
Diluted - Income from continuing operations$0.06 $ 
Diluted - Income from discontinued operations, net of tax$0.97 $0.27 
Diluted net income per share$1.03 $0.27 
Weighted average shares outstanding, basic49,947 49,888 
Weighted average shares outstanding, diluted50,081 50,036 

See accompanying notes to unaudited condensed consolidated financial statements.

4

Table of Contents
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
Shares of Common Stock (no par value)Additional Paid in CapitalRetained EarningsAccumulated Other Comprehensive (Loss) Income Total
Balance, December 31, 202049,868 $47,317 $539,783 $(4,706)$582,394 
Net income — — 51,521 — 51,521 
Other comprehensive gain (loss), net of tax— — — 773 773 
Stock based compensation109 746 — — 746 
Stock options exercised—  — —  
Common stock issued— 8 — — 8 
Shares retired for settlement of employee taxes upon issuance of vested equity awards(33)(1,486)— — (1,486)
Common stock issued to acquire non-controlling interest in nTelos— — — — — 
Balance, March 31, 202149,943 $46,583 $591,304 $(3,933)$633,954 
Shares of Common Stock (no par value)Additional Paid in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total
Balance, December 31, 201949,671 $42,110 $430,010 $308 $472,428 
Net income — — 13,280 — 13,280 
Other comprehensive loss, net of tax— — — (6,106)(6,106)
Stock-based compensation137 2,985 — — 2,985 
Common stock issued— 8 — — 8 
Shares retired for settlement of employee taxes upon issuance of vested equity awards(42)(1,945)— — (1,945)
Common stock issued to acquire non-controlling interest in nTelos76 — — — — 
Balance, March 31, 202049,842 $43,158 $443,290 $(5,798)$480,650 

See accompanying notes to unaudited condensed consolidated financial statements.
5

Table of Contents

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)Three Months Ended
March 31,
20212020
Cash flows from operating activities:
Net income$51,521 $13,280 
Income from discontinued operations, net of tax48,472 13,130 
Income from continuing operations3,049 150 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation13,043 11,931 
Amortization223 154 
Accretion of asset retirement obligations93 81 
Bad debt expense137 205 
Stock based compensation expense, net of amount capitalized642 2,739 
Deferred income taxes5,256 (385)
Gain from patronage and investments(432)(338)
Changes in assets and liabilities:
Accounts receivable1,861 2,998 
Current income taxes(4,334)(388)
Operating lease right-of-use assets669 666 
Other assets(5,824)(1,732)
Accounts payable(281)1,262 
Lease liabilities(929)(416)
Other deferrals and accruals(4,037)(3,673)
Net cash provided by operating activities - continuing operations9,136 13,254 
Net cash provided by operating activities - discontinued operations75,530 47,854 
Net cash provided by operating activities84,666 61,108 
Cash flows from investing activities:
Capital expenditures(39,482)(23,362)
Proceeds from sale of assets and other14 263 
Net cash used in investing activities - continuing operations(39,468)(23,099)
Net cash used in investing activities - discontinued operations(882)(8,926)
Net cash used in investing activities(40,350)(32,025)
Cash flows from financing activities:
Taxes paid for equity award issuances(1,486)(1,945)
Payments for financing arrangements and other(496)(27)
Net cash used in financing activities - continuing operations(1,982)(1,972)
Net cash used in financing activities - discontinued operations(8,549)(8,530)
Net cash used in financing activities(10,531)(10,502)
Net increase in cash and cash equivalents33,785 18,581 
Cash and cash equivalents, beginning of period195,397 101,651 
Cash and cash equivalents, end of period$229,182 $120,232 

See accompanying notes to unaudited condensed consolidated financial statements.
6

Table of Contents
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Basis of Presentation and Other Information

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, 2020.

The preparation of the unaudited interim consolidated financial statements requires management of the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingencies at the date of the unaudited interim condensed consolidated financial statements. These estimates are inherently subject to judgment and actual results could differ.

Adoption of New Accounting Principles

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 2020 Annual Report on Form 10-K, that would be expected to impact the Company.


Note 2. Discontinued Operations

On August 26, 2020, Sprint Corporation ("Sprint"), an indirect subsidiary of T-Mobile US, Inc., ("T-Mobile"), on behalf of and as the direct or indirect owner of Sprint PCS, delivered notice to the Company exercising its option to purchase the assets and operations of our Wireless operations for 90% of the “Entire Business Value” (as defined under our affiliate agreement and determined pursuant to the appraisal process set forth therein). Shortly thereafter, the Company committed to a plan to sell the discontinued Wireless operations.

The final and binding appraisal process that determined the transaction price was completed on February 1, 2021. Expected sale proceeds are $1.95 billion based upon the appraisal process and other agreements between the parties.

The closing of the sale is now expected to occur in the third quarter of 2021, subject to execution of the definitive asset purchase agreement, securing required regulatory approvals and customary closing conditions. The Company and T-Mobile submitted required regulatory filings to the Department of Justice (DOJ), the Federal Communications Commission (FCC), and the Public Service Commission of West Virginia (PSCWV), in March 2021. The premerger notification waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, expired on April 26, 2021, without the DOJ’s Antitrust Division or the Federal Trade Commission taking any action in connection with the proposed transaction thus allowing the parties to consummate the transaction upon receipt of pending regulatory approvals from the FCC and the PSCWV.

The assets and liabilities that are expected to transfer in the sale are presented as held for sale within our unaudited condensed consolidated balance sheets, and discontinued operations within our unaudited condensed consolidated statements of comprehensive income. This disposal group excludes the accounts receivable and certain current liabilities generated by our Wireless operations because they are expected to be settled separately from the sale. Such accounts receivable totaled $49.4 million and $51.7 million at March 31, 2021 and December 31, 2020, respectively, and such current liabilities totaled $4.9 million and $6.1 million at March 31, 2021 and December 31, 2020, respectively. Our identification of assets and liabilities held for sale could change based on the terms of the final asset purchase agreement.

The transaction is structured as an asset sale for income tax purposes. As a result, no current or deferred tax assets or liabilities are included within the disposal group. While our long-term debt does not transfer in the sale, its provisions require us to repay all of the debt upon consummation of the sale. Our debt is therefore presented outside of the disposal group as a current liability at December 31, 2020. Our related interest rate swap liabilities are also presented outside of the disposal group as a current liability at December 31, 2020, because management intends to settle them at consummation. Because repayment of the debt is
7

Table of Contents
contractually triggered by the sale, the related interest expense is presented within discontinued operations under the relevant authoritative guidance.


The carrying amounts of the major classes of assets and liabilities, which are classified as held for sale in the consolidated balance sheets, are as follows:
(in thousands)March 31,
2021
December 31,
2020
ASSETS
Inventory$3,651 $5,746 
Prepaid expenses and other42,942 47,003 
Property, plant and equipment, net299,246 299,647 
Intangible assets, net166,103 176,459 
Goodwill146,383 146,383 
Operating lease right-of-use assets420,410 421,586 
Deferred charges and other assets38,793 36,470 
Current assets held for sale$1,117,528 $1,133,294 
LIABILITIES
Current operating lease liabilities$398,340 $409,887 
Accrued liabilities and other10,775 8,770 
Asset retirement obligations33,974 33,545 
Current liabilities held for sale$443,089 $452,202 

Income from discontinued operations, net of tax in the consolidated statements of comprehensive income consist of the following:
(in thousands)Three Months Ended
March 31,
Revenue:20212020
Service revenue and other$100,674 $91,388 
Equipment revenue6,399 12,750 
Total revenue107,073 104,138 
Operating expenses:
Cost of services19,427 33,439 
Cost of goods sold6,221 12,528 
Selling, general and administrative10,702 8,930 
Restructuring expense211  
Depreciation and amortization 24,826 
Total operating expenses36,561 79,723 
Operating income70,512 24,415 
Other (expense) income:
Interest expense(4,384)(6,228)
Income before income taxes66,128 18,187 
Income tax expense17,656 5,057 
Income from discontinued operations, net of tax$48,472 $13,130 

Under the relevant authoritative guidance, consummation of the sale will trigger or accelerate the recognition of certain expense related to contingent deal advisory fees, severance costs, recognition of our interest rate swap losses in net income, and loss on debt extinguishment. Our estimate of the related range of reasonably possible expense extends from $0 if the sale is not consummated to $36 million.

8

Table of Contents
Note 3. Revenue from Contracts with Customers
Our Broadband segment provides broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania and Kentucky, via fiber optic, hybrid fiber coaxial cable, and fixed wireless networks. 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 contracts are generally cancellable at the customer’s discretion without penalty at any time. We allocate the total transaction price in these transactions based upon the standalone selling price of each distinct good or service. We generally recognize these revenues over time as customers simultaneously receive and consume the benefits of the service, with the exception of equipment sales and home wiring, which are recognized as revenue at a point in time when control transfers and when installation is complete, respectively. Installation fees, charged upfront without transfer of commensurate goods or services to the customer, are allocated to services and are recognized ratably over the longer of the contract term or the period in which the unrecognized fee remains material to the contract, which we estimate to be about one year. Additionally, the Company incurs commission and installation costs related to in-house and third-party vendors which are capitalized and amortized over the expected weighted average customer life which is approximately five years.

Our Broadband segment also provides Ethernet and Wavelength fiber optic services to commercial fiber customers under capacity agreements, and the related revenue is recognized over time. In some cases, non-refundable upfront fees are charged for connecting commercial fiber customers to our fiber network. Those amounts are recognized ratably over the longer of the contract term or the period in which the unrecognized fee remains material to the respective contract. A related contract liability of $2.8 million was recognized at March 31, 2021, which we expect to recognize into revenue at the rate of approximately $0.8 million per year.

The Broadband segment also leases dedicated fiber optic strands to customers as part of “dark fiber” agreements, which are accounted for as leases under ASC 842, Leases.

Our Tower segment leases space on owned cell towers to our Wireless and Broadband segments, and to other wireless carriers. Revenue from these leases is accounted for under ASC 842.

Refer to Note 14, Segment Reporting, for a summary of these revenue streams.

Below is a summary of the Broadband segment's capitalized contract acquisition and fulfillment costs:
Three Months Ended
March 31,
(in thousands)20212020
Beginning Balance$14,669 $11,005 
Contract payments1,805 1,685 
Contract amortization(1,259)(1,027)
Ending Balance$15,215 $11,663 

Note 4.  Investments

Investments consist of the following:
(in thousands)March 31,
2021
December 31,
2020
SERP Investments at fair value$2,039 $2,687 
Cost method investments10,780 10,536 
Equity method investments557 546 
Total investments$13,376 $13,769 

SERP Investments at Fair Value: The Supplemental Executive Retirement Plan (“SERP”) is a benefit plan that provides deferred compensation to certain employees. The Company holds the related investments in a rabbi trust as a source of funding for future payments under the plan. The SERP’s investments were designated as trading securities and will be liquidated and
9

Table of Contents
paid out to the participants upon retirement. The benefit obligation to participants is always equal to the value of the SERP assets under ASC 710, Compensation. Changes to the investments' fair value are presented in Other income (expense), while the reciprocal changes in the liability are presented in selling, general and administrative expense. At March 31, 2021, an additional $0.8 million of SERP investments were presented as prepaid expenses and other (current assets) as we intend to liquidate certain investments to pay the current portion of our SERP obligation.

Cost Method Investments: Our investment in CoBank’s Class A common stock represented substantially all of our cost method investments with a balance of $10.0 million and $9.8 million at March 31, 2021 and December 31, 2020, respectively. We recognized approximately $1.0 million of patronage income in Other income (expense) in both the three months ended March 31, 2021 and 2020. Historically, approximately 75% of the patronage distributions were collected in cash and 25% in equity.

Equity Method Investments: At March 31, 2021, the Company had a 20.0% ownership interest in Valley Network Partnership (“ValleyNet”). The Company and ValleyNet purchase capacity on one another’s fiber network. We recognized revenue of $0.2 million from providing service to ValleyNet during both of the three months ended March 31, 2021 and 2020, respectively. We recognized Cost of service of $0.5 million and $0.8 million for the use of ValleyNet’s network during the three months ended March 31, 2021 and 2020, respectively.

Note 5.  Property, Plant and Equipment

Property, plant and equipment consisted of the following:
 
($ in thousands)Estimated Useful LivesMarch 31,
2021
December 31,
2020
Land$3,771 $3,909 
Land improvements
10 years
3,141 2,910 
Buildings and structures
10 - 40 years
92,974 91,335 
Cable and fiber
15 - 30 years
407,341 390,209 
Equipment and software
4 - 8 years
329,087 331,047 
Plant in service 836,314 819,410 
Plant under construction 70,369 49,417 
Total property, plant and equipment 906,683 868,827 
Less: accumulated amortization and depreciation438,300 428,400 
Property, plant and equipment, net $468,383 $440,427 

Property, plant and equipment net, increased due primarily to capital expenditures in the Broadband segment driven by our Glo Fiber and Beam market expansions.
10

Table of Contents
Note 6. Goodwill and Intangible Assets

Other intangible assets consisted of the following:
 March 31, 2021December 31, 2020
(in thousands)Gross
Carrying
Amount
Accumulated Amortization and OtherNetGross
Carrying
Amount
Accumulated Amortization and OtherNet
Goodwill - Broadband$3,244 $— $3,244 $3,244 $— $3,244 
Indefinite-lived intangibles:
Cable franchise rights$64,334 $— $64,334 $64,334 $— $64,334 
FCC spectrum licenses29,958 — 29,958 29,958 — 29,958 
Railroad crossing rights141 — 141 141 — 141 
Total indefinite-lived intangibles94,433 — 94,433 94,433 — 94,433 
Finite-lived intangibles:
FCC spectrum licenses6,811 (437)6,374 6,811 (340)6,471 
Subscriber relationships28,425 (26,113)2,312 28,425 (26,000)2,425 
Other intangibles463 (283)180 463 (277)186 
Total finite-lived intangibles35,699 (26,833)8,866 35,699 (26,617)9,082 
Total goodwill and intangible assets$133,376 $(26,833)$106,543 $133,376 $(26,617)$106,759 

We acquired Canaan Cable ("Canaan") on December 31, 2020. The $2.1 million acquisition price was allocated as follows: $1.1 million of property, plant and equipment; $0.4 million to subscriber relationships; and $0.6 million of goodwill. We remitted $1.89 million of the acquisition price at closing.

During the third quarter of 2020, the Company completed the purchase of certain indefinite-lived CBRS spectrum licenses for an aggregate cost of $16.1 million, within our Broadband segment. Spectrum licenses in the CBRS band are issued by the Federal Communications Commission (“FCC”) and provide us priority access rights over general access users other than incumbents, in that specific band, in accordance with the FCC’s three-tier CBRS band spectrum sharing framework to utilize designated radio frequency spectrum within specific geographic service areas to provide wireless communication services.

For the three months ended March 31, 2021 and 2020, amortization expense was approximately $0.2 million and $0.2 million, respectively.

Note 7.     Other Assets and Accrued Liabilities

Prepaid expenses and other, classified as current assets, included the following:
(in thousands)March 31,
2021
December 31,
2020
Prepaid maintenance expenses$6,089 $4,018 
Broadband contract acquisition and fulfillment costs4,721 4,417 
SERP investments840  
Other1,293 1,196 
Prepaid expenses and other$12,943 $9,631 

11

Table of Contents
Deferred charges and other assets, classified as long-term assets, included the following:
(in thousands)March 31,
2021
December 31,
2020
Broadband contract acquisition and fulfillment costs$10,494 $10,252 
Prepaid expenses and other4,504 1,398 
Deferred charges and other assets$14,998 $11,650 

Accrued liabilities and other, classified as current liabilities, included the following:
(in thousands)March 31,
2021
December 31,
2020
Interest rate swaps$3,018 $4,048 
Accrued programming costs3,113 2,868 
Sales and property taxes payable1,967 1,072 
Restructuring accrual806  
Other current liabilities5,601 5,881 
Accrued liabilities and other$14,505 $13,869 


Other liabilities, classified as long-term liabilities, included the following:
(in thousands)March 31,
2021
December 31,
2020
Noncurrent portion of deferred lease revenue$18,610 $18,687 
FCC spectrum license obligations3,836 3,845 
Noncurrent portion of financing leases1,581 1,492 
Other426 881 
Other liabilities$24,453 $24,905 

During the three months ended March 31, 2021, we implemented a restructuring plan whereby certain employees will leave the Company during the second quarter of 2021. We recognized a restructuring accrual for severance benefits payable to those employees totaling $0.8 million. Of that amount, $0.6 million was presented within income from continuing operations, and $0.2 million was presented within income from discontinued operations.

Note 8. Leases

We lease various telecommunications sites, warehouses, retail stores, and office facilities for use in our business. These agreements include fixed rental payments as well as variable rental payments, such as those based on relevant inflation indices. The accounting lease term includes optional renewal periods that we are reasonably certain to exercise based on our assessment of relevant contractual and economic factors. The related lease payments are discounted at lease commencement using the Company's incremental borrowing rate in order to measure the lease liability and ROU asset.

The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the observable unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate. At March 31, 2021, our operating leases had a weighted average remaining lease term of 22 years and a weighted average discount rate of 4.5%. Our finance leases had a weighted average remaining lease term of 14 years and a weighted average discount rate of 5.2%.

During each of the three months ended March 31, 2021 and 2020, we recognized $1.4 million of operating lease expense. We recognized $0.2 million and $0.1 million of interest and depreciation expense on finance leases during the three months ended March 31, 2021 and 2020, respectively. Operating lease expense is presented in cost of service or selling, general and administrative expense based on the use of the relevant facility. Variable lease payments and short-term lease expense were both immaterial. We remitted $1.5 million and $1.0 million of operating lease payments during the three months ended March 31, 2021 and 2020, respectively. We also obtained $2.7 million and $0.3 million of leased assets in exchange for new operating lease liabilities recognized during the three months ended March 31, 2021 and 2020, respectively.
12

Table of Contents

The following table summarizes the expected maturity of lease liabilities at March 31, 2021:
(in thousands)Operating LeasesFinance LeasesTotal
2021$3,639 $107 $3,746 
20224,695 175 4,870 
20234,251 177 4,428 
20243,894 179 4,073 
20253,672 181 3,853 
2026 and thereafter65,240 1,551 66,791 
Total lease payments85,391 2,370 87,761 
Less: Interest35,282 695 35,977 
Present value of lease liabilities$50,109 $1,675 $51,784 

We recognized $2.4 million and $2.1 million of operating lease revenue during the three months ended March 31, 2021 and 2020, respectively, related to the cell site colocation space and dedicated fiber optic strands that we lease to our customers, which is included in Service and other revenue in the consolidated statements of comprehensive income. Substantially all of our lease revenue relates to fixed lease payments.

Below is a summary of our minimum rental receipts under the lease agreements in place at March 31, 2021:
(in thousands)Operating Leases
2021$6,137 
20227,198 
20235,668 
20244,526 
20253,465 
2026 and thereafter7,109 
Total $34,103 

Note 9.  Debt

Our syndicated Credit Agreement includes a $75 million, five-year undrawn revolving credit facility, as well as the following term loans:
(in thousands)March 31,
2021
December 31,
2020
Term loan A-1$222,154 $229,437 
Term loan A-2467,234 468,481 
689,388 697,918 
Less: unamortized loan fees8,857 9,455 
Total debt, net of unamortized loan fees$680,531 $688,463 

Term Loan A-1 bears interest at one-month LIBOR plus a margin of 1.50%, while Term Loan A-2 bears interest at one-month LIBOR plus a margin of 1.75%. LIBOR resets monthly. Our cash payments for interest were $3.9 million and $5.8 million during the three months ended March 31, 2021 and 2020, respectively.

13

Table of Contents
As shown below, as of March 31, 2021, the Company was in compliance with the financial covenants in its credit agreements.
 
ActualCovenant Requirement
Total leverage ratio1.8
3.25 or Lower
Debt service coverage ratio7.4
2.0 or Higher
Minimum liquidity balance (in millions)$304.2 
$25.0 or Higher

Rate quotations provided by a group of banks that sustain LIBOR will no longer be required after 2021. As a result, it is uncertain whether LIBOR will continue to be quoted after 2021. Our term loans and interest rate swaps identify LIBOR as a reference rate and mature after 2021. Alternative reference rates that replace LIBOR may not yield the same or similar economic results over the terms of the financial instruments. The transition from LIBOR could result in us paying higher or lower interest rates on our current LIBOR-indexed term loans, affect the fair value of the derivative instruments we hold, or affect our ability to effectively use interest rate swaps to manage interest rate risk. Our Credit Agreement includes provisions that provide for the identification of a LIBOR replacement rate. Due to the uncertainty regarding the transition from LIBOR-indexed financial instruments, including when it will happen, and the manner in which an alternative reference rate will apply, we cannot yet reasonably estimate the expected financial impact of the LIBOR transition.

As discussed in Note 2, Discontinued Operations, the terms of our long term debt agreements require us to repay all of our debt upon consummation of the sale of our Wireless operations, which is expected to occur during the third quarter of 2021. Management also intends to settle the related interest rate swaps upon consummation. Both are therefore presented outside of the disposal group as a current liability at March 31, 2021.

Note 10.  Derivatives and Hedging
The Company's interest rate swaps are pay-fixed (1.16%), receive-variable (one month LIBOR) that hedged approximately 40% of outstanding debt with outstanding notional amounts totaling $275.3 million and $328.7 million as of March 31, 2021 and 2020, respectively.

The fair value of these instruments was estimated using an income approach and observable market inputs. The hedge was determined to be highly effective and therefore all of the change in its fair value was recognized through other comprehensive income.

The table below summarizes changes in accumulated other comprehensive income (loss) by component:
(in thousands)Gains (Losses) on
Cash Flow
Hedges
Income Tax
(Expense)
Benefit
Accumulated
Other
Comprehensive
Income (Loss), net of taxes
Balance as of December 31, 2020$(4,048)$(658)$(4,706)
Net change in unrealized (loss) gain(731)(257)(988)
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense1,761  1,761 
Net current period other comprehensive (loss) income1,030 (257)773 
Balance as of March 31, 2021$(3,018)$(915)$(3,933)

Note 11.  Income Taxes

The Company files U.S. federal income tax returns and various state income tax returns. The Company is not subject to any state or federal income tax audits as of March 31, 2021. The Company's returns are generally open to examination from 2017 forward and the net operating losses acquired in the acquisition of nTelos are open to examination from 2002 forward.

The effective tax rates for the three months ended March 31, 2021 and 2020, 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.
14

Table of Contents
 Three Months Ended
March 31,
(in thousands)20212020
Expected tax expense at federal statutory$834 $(129)
State income taxes, net of federal tax effect315 (28)
Excess tax benefit from share based compensation and other, net(227)(608)
Income tax (benefit) expense $922 $(765)

The Company's cash refunds for income taxes were $0.8 million in the three months ended March 31, 2021. The Company had no significant cash payments or refunds for income taxes during the three months ended March 31, 2020.

Note 12.  Earnings per Share

We utilize the treasury stock method to calculate the impact on diluted earnings per share that potentially dilutive stock-based compensation awards have. The following table indicates the computation of basic and diluted earnings per share:
Three Months Ended
March 31,
(in thousands, except per share amounts)20212020
Calculation of net income per share:
Income from continuing operations$3,049 $150 
Income from discontinued operations, net of tax$48,472 $13,130 
Net income$51,521 $13,280 
Basic weighted average shares outstanding49,947 49,888 
Basic net income per share - continuing operations$0.06 $ 
Basic net income per share - discontinued operations$0.97 $0.27 
Basic net income per share$1.03 $0.27 
Effect of stock-based compensation awards outstanding:
Basic weighted average shares outstanding49,947 49,888 
Effect from dilutive shares and options outstanding134 148 
Diluted weighted average shares outstanding50,081 50,036 
Diluted net income per share - continuing operations$0.06 $ 
Diluted net income per share - discontinued operations$0.97 $0.27 
Diluted net income per share$1.03 $0.27 
There were fewer than 100 thousand anti-dilutive awards outstanding during three months ended March 31, 2021 and 2020.

Note 13.  Commitments and Contingencies

We are committed to make payments to satisfy our lease liabilities and long-term debt. The scheduled payments under those obligations are summarized in the respective notes. We are also committed to make annual payments of approximately $108.0 thousand on our FCC spectrum license obligation through 2039.

The Company is subject to claims and legal actions that may arise in the ordinary course of business. The Company does not believe that any of these pending claims or legal actions are either probable or reasonably possible of a material loss.

Note 14.  Segment Reporting

The expected divestiture of our Wireless operations represents a strategic shift in the Company’s business and qualifies as a discontinued operation. As a result, the operating results and cash flows related to the Wireless segment have been reflected as discontinued operations in our Unaudited Condensed Consolidated Statements of Comprehensive Income and the Unaudited Condensed Consolidated Statements of Cash Flows. The tables below reflect the results of operations of the Company's reportable segments in continuing operations, consistent with internal reporting used by the Company.
15

Table of Contents
Three Months Ended March 31, 2021:
(in thousands)BroadbandTowerCorporate & EliminationsConsolidated
External revenue
Residential & SMB$42,930 $ $— $42,930 
Commercial Fiber6,385  — 6,385 
RLEC & Other3,631  — 3,631 
Tower lease 2,150 — 2,150 
Service revenue and other52,946 2,150 — 55,096 
Revenue for service provided to the discontinued Wireless operations2,208 2,515 (128)4,595 
Total revenue55,154 4,665 (128)59,691 
Operating expenses
Cost of services22,136 1,248 (101)23,283 
Selling, general and administrative10,725 234 9,194 20,153 
Restructuring expense105  513 618 
Depreciation and amortization11,761 481 1,024 13,266 
Total operating expenses44,727 1,963 10,630 57,320 
Operating income (loss)$10,427 $2,702 $(10,758)$2,371 

Three Months Ended March 31, 2020: 
(in thousands)BroadbandTowerCorporate & EliminationsConsolidated
External revenue
Residential & SMB$37,009 $ $— $37,009 
Commercial Fiber6,200  — 6,200 
RLEC & Other4,044  — 4,044 
Tower lease 1,797 — 1,797 
Service revenue and other47,253 1,797 — 49,050 
Revenue for service provided to the discontinued Wireless operations2,533 1,933 (382)4,084 
Total revenue49,786 3,730 (382)53,134 
Operating expenses
Cost of services19,386 939 (8)20,317 
Selling, general and administrative9,704 526 11,866 22,096 
Depreciation and amortization10,034 470 1,581 12,085 
Total operating expenses39,124 1,935 13,439 54,498 
Operating income (loss)$10,662 $1,795 $(13,821)$(1,364)

A reconciliation of the total of the reportable segments’ operating income to consolidated income before taxes is as follows:
 Three Months Ended
March 31,
(in thousands)20212020
Total consolidated operating income loss $2,371 $(1,364)
Other income, net1,600 749 
Income (loss) from continuing operations before income taxes$3,971 $(615)

The Company’s chief operating decision maker (CODM) does not currently review total assets by segment since the assets are centrally managed and some of the assets are shared by the segments, accordingly total assets by segment are not provided.
16

Table of Contents
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This 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. 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 and operating results, business strategy, financing plans, forecasted trends relating to the markets in which Shenandoah Telecommunications Company operates and similar matters, including information concerning our response to COVID-19, 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, that may include natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, changes in general economic conditions, increases in costs, changes in regulation and other competitive factors. Updates to the Risk Factors described in “Item 1A-Risk Factors” as provided in our Annual Report on Form 10-K for the year ended December 31, 2020, may be found below in Part II, under the heading “Item 1A-Risk Factors.
The following management’s discussion and analysis should be read in conjunction with the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020, 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 and cell tower colocation space in the Mid-Atlantic portion of the United States.

Management’s Discussion and Analysis is organized around our reporting segments. Refer to Note 2, Discontinued Operations, and Note 14, Segment Reporting, in our unaudited condensed consolidated financial statements for additional information.

Results of Operations

Three Months Ended March 31, 2021 Compared with the Three Months Ended March 31, 2020

The Company’s consolidated results from operations are summarized as follows:
Three Months Ended March 31,Change
($ in thousands)2021% of Revenue2020% of Revenue$%
Revenue$59,691 100.0 $53,134 100.0 6,557 12.3 
Operating expenses57,320 96.0 54,498 102.6 2,822 5.2 
Operating income (loss)2,371 4.0 (1,364)(2.6)3,735 (273.8)
Other income, net1,600 2.7 749 1.4 851 113.6 
Income (loss) before taxes3,971 6.7 (615)(1.2)4,586 (745.7)
Income tax expense (benefit) 922 1.5 (765)(1.4)1,687 220.5 
Income from continuing operations3,049 5.1 150 0.3 2,899 1,932.7 
Income from discontinued operations, net of tax48,472 81.2 13,130 24.7 35,342 269.2 
Net income $51,521 86.3 $13,280 25.0 38,241 288.0 

Revenue
Revenue increased approximately $6.6 million, or 12.3%, during the three months ended March 31, 2021 compared with the three months ended March 31, 2020, driven by growth of $5.4 million, or 10.8%, in the Broadband segment and $0.9 million,
17

Table of Contents
or 25.1%, in the Tower segment. Refer to the discussion of the results of operations for the Tower and Broadband segments, included within this quarterly report, for additional information.

Operating expenses
Operating expenses increased approximately $2.8 million, or 5.2%, during the three months ended March 31, 2021 compared with the three months ended March 31, 2020, primarily driven by incremental Broadband operating expenses incurred to support the launch of our Glo Fiber and Beam fixed wireless services.

During the three months ended March 31, 2021, we implemented a workforce reduction plan whereby certain employees of the continuing operations will leave the Company during the second quarter of 2021. We recognized a restructuring accrual for severance benefits payable to those employees totaling $0.6 million. Under our workforce reduction plan, we expect to incur an additional $1.1 million of severance expense within income from continuing operations when the sale of our Wireless operations is completed, which is expected to be in the third quarter of 2021. The workforce reduction is expected to decrease the Company's annualized run-rate operating expenses for continuing operations by approximately $4 million.

Income tax expense (benefit)
Income tax expense of approximately $0.9 million increased approximately $1.7 million during the three months ended March 31, 2021 compared with the three months ended March 31, 2020, primarily due to changes in taxable income.

Income from discontinued operations, net of tax
Income from discontinued operations, net of tax, increased by $35.3 million during the three months ended March 31, 2021 as compared with the three months ended March 31, 2020, primarily driven by a $4.5 million increase in Travel Revenue following the June 2020 settlement with Sprint, a $24.8 million decline in depreciation and amortization primarily as a result of ceasing depreciation and amortization of assets held for sale during the third quarter of 2020, a $14.0 million decline in cost of services primarily due to ceasing amortization on our right of use assets under operating leases during the third quarter of 2020, an $1.7 decline in interest expense primarily driven by lower interest rates on our term loans, partially offset by $12.6 million of higher income tax driven by changes in taxable income.

During the three months ended March 31, 2021, we implemented a workforce reduction plan whereby certain employees of the continuing operations will leave the Company during the second quarter of 2021. We recognized a restructuring accrual for severance benefits payable to those employees totaling $0.2 million. Under our workforce reduction plan, we expect to incur an additional $3.9 million of severance expense within income from discontinued operations when the sale of our Wireless operations is completed, which is expected to be in the third quarter of 2021.

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. 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 an approximately 6,900 fiber route mile network. This fiber optic network also supports our Wireless segment operations, which are currently classified as discontinued operations, and these intercompany transactions are reported at their market value.

18

Table of Contents
The following table indicates selected operating statistics of Broadband:
 March 31,
2021
March 31,
2020
Broadband homes and businesses passed (1)259,891 212,129 
Incumbent Cable (2)210,210 206,782 
Glo Fiber34,441 5,347 
Beam15,240 — 
Broadband customer relationships (3)115,921 103,287 
Residential & SMB RGUs:
Broadband Data107,569 86,667 
Incumbent Cable (2)101,576 86,214 
Glo Fiber5,524 453 
Beam469 — 
Video (2)51,989 53,067 
Voice (2)33,322 31,836 
Total Residential & SMB RGUs (excludes RLEC)
192,880 171,570 
Residential & SMB Penetration (4)
Broadband Data41.4 %40.9 %
Incumbent Cable48.3 %41.7 %
Glo Fiber16.0 %8.5 %
Beam3.1 %— %
Video20.0 %25.0 %
Voice14.6 %16.3 %
Residential & SMB ARPU (5)
Broadband Data$77.93 $77.88 
Incumbent Cable$78.12 $77.87 
Glo Fiber$74.24 $80.55 
Beam$73.14 $