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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
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

shentela06.jpg
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 Market54,572,498
(Title of Class)(Trading Symbol)(Name of Exchange on which Registered)(The number of shares of the registrant's common stock outstanding on July 31, 2024)

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 (Loss) Income
  
 
Unaudited Condensed Consolidated Statements of Temporary Equity and Shareholders’ Equity
  
 Unaudited Condensed Consolidated Statements of Cash Flows
  
 Notes to Unaudited Condensed Consolidated Financial Statements
  
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
Item 3.Quantitative and Qualitative Disclosures about Market Risk
  
Item 4.Controls and Procedures
  
PART II.OTHER INFORMATION
  
Item 1.Legal Proceedings
Item 1A.Risk Factors
  
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
  
Item 5.
Other Information
Item 6.Exhibits
  
 Signatures
  
2


SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)June 30,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$43,779 $139,255 
Accounts receivable, net of allowance for credit losses of $1,333 and $886, respectively
29,639 19,782 
Income taxes receivable5,537 4,691 
Prepaid expenses and other20,567 11,782 
Current assets held for sale 561 
Total current assets99,522 176,071 
Investments15,135 13,198 
Property, plant and equipment, net1,337,252 850,337 
Goodwill and intangible assets, net169,489 81,123 
Operating lease right-of-use assets20,444 13,024 
Deferred charges and other assets14,491 11,561 
Non-current assets held for sale 68,915 
Total assets$1,656,333 $1,214,229 
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt, net of unamortized loan fees$8,726 $7,095 
Accounts payable57,725 53,546 
Advanced billings and customer deposits14,928 12,394 
Accrued compensation12,308 11,749 
Current operating lease liabilities3,138 2,222 
Accrued liabilities and other15,264 7,747 
Current liabilities held for sale 3,602 
Total current liabilities112,089 98,355 
Long-term debt, less current maturities, net of unamortized loan fees288,570 292,804 
Other long-term liabilities:
Deferred income taxes186,305 85,664 
Benefit plan obligations4,971 3,943 
Non-current operating lease liabilities11,431 7,185 
Other liabilities40,505 16,912 
Non-current liabilities held for sale 56,696 
Total other long-term liabilities243,212 170,400 
Commitments and contingencies (Note 15)
Temporary equity:
Redeemable noncontrolling interest79,380  
Shareholders’ equity:
Common stock, no par value, authorized 96,000; 54,572 and 50,272 issued and outstanding at June 30, 2024 and December 31, 2023, respectively
  
Additional paid in capital143,784 66,933 
Retained earnings785,893 584,069 
Accumulated other comprehensive income, net of taxes3,405 1,668 
Total shareholders’ equity933,082 652,670 
Total liabilities, temporary equity and shareholders’ equity$1,656,333 $1,214,229 
See accompanying notes to unaudited condensed consolidated financial statements.
3

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands, except per share amounts)Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Service revenue and other$85,799 $66,644 $155,047 $133,809 
Operating expenses:
Cost of services exclusive of depreciation and amortization34,541 24,753 60,526 50,183 
Selling, general and administrative30,239 25,041 58,217 51,069 
Integration and acquisition11,325 301 11,943 432 
Impairment expense 836  1,020 
Depreciation and amortization25,579 15,831 43,022 30,916 
Total operating expenses101,684 66,762 173,708 133,620 
Operating (loss) income(15,885)(118)(18,661)189 
Other (expense) income:
Interest expense(3,996)(905)(8,072)(1,297)
Other income, net1,908 1,082 3,644 2,591 
(Loss) income from continuing operations before income taxes(17,973)59 (23,089)1,483 
Income tax (benefit) expense(5,200)1,459 (6,226)2,141 
Loss from continuing operations(12,773)(1,400)(16,863)(658)
Discontinued operations:
(Loss) income from discontinued operations, net of tax(99)3,190 1,882 4,514 
Gain on the sale of discontinued operations, net of tax  216,805  
Total (loss) income from discontinued operations, net of tax(99)3,190 218,687 4,514 
Net (loss) income(12,872)1,790 201,824 3,856 
Other comprehensive income:
Gain on interest rate hedge, net of tax143 2,127 1,737 2,127 
Comprehensive (loss) income$(12,729)$3,917 $203,561 $5,983 
Net (loss) income per share, basic and diluted:
Loss from continuing operations$(0.24)$(0.03)$(0.32)$(0.01)
(Loss) income from discontinued operations, net of tax 0.07 4.16 0.09 
Net (loss) income per share$(0.24)$0.04 $3.84 $0.08 
Weighted average shares outstanding, basic and diluted54,730 50,366 52,620 50,330 

See accompanying notes to unaudited condensed consolidated financial statements.

4

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY
(in thousands)
Redeemable Noncontrolling Interest
Common Stock
SharesAmountShares
(no par value)
Additional Paid in CapitalRetained Earnings
Accumulated Other Comprehensive Income
Total Shareholders’ Equity
Balance, March 31, 2024 $ 50,447 $69,616 $798,765 $3,262 $871,643 
Net loss — — — — (12,872)— (12,872)
Stock-based compensation— — 37 2,538 — — 2,538 
Common stock issued— — 4,100 71,845 — — 71,845 
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards— — (12)(215)— — (215)
Gain on interest rate hedge, net of tax— — — — — 143 143 
Issuance of redeemable noncontrolling interest81 79,380 — — — — — 
Balance, June 30, 202481 $79,380 54,572 $143,784 $785,893 $3,405 $933,082 
Redeemable Noncontrolling Interest
Common Stock
SharesAmountShares
(no par value)
Additional Paid in CapitalRetained Earnings
Accumulated Other Comprehensive Income
Total Shareholders’ Equity
Balance, December 31, 2023 $ 50,272 $66,933 $584,069 $1,668 $652,670 
Net income— — — — 201,824 — 201,824 
Stock-based compensation— — 285 6,673 — — 6,673 
Common stock issued— — 4,100 71,849 — — 71,849 
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards— — (85)(1,671)— — (1,671)
Gain on interest rate hedge, net of tax— — — — — 1,737 1,737 
Issuance of redeemable noncontrolling interest81 79,380 — — — — — 
Balance, June 30, 202481 $79,380 54,572 $143,784 $785,893 $3,405 $933,082 
Redeemable Noncontrolling Interest
Common Stock
SharesAmountShares
(no par value)
Additional Paid in CapitalRetained Earnings
Accumulated Other Comprehensive Income
Total Shareholders’ Equity
Balance, March 31, 2023 $ 50,247 $60,160 $582,620 $ $642,780 
Net income
— — — — 1,790 — 1,790 
Stock-based compensation— — 24 2,878 — — 2,878 
Common stock issued— — — 11 — — 11 
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards— — (7)(161)— — (161)
Gain on interest rate hedge, net of tax— — — — — 2,127 2,127 
Balance, June 30, 2023 $ 50,264 $62,888 $584,410 $2,127 $649,425 
5

Redeemable Noncontrolling Interest
Common Stock
SharesAmountShares of Common Stock (no par value)Additional Paid in CapitalRetained Earnings
Accumulated Other Comprehensive Income
Total Shareholders’ Equity
Balance, December 31, 2022 $ 50,110 $57,453 $580,554 $ $638,007 
Net income
— — — — 3,856 — 3,856 
Stock-based compensation— — 220 6,730 — — 6,730 
Common stock issued— — 1 22 — — 22 
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards— — (67)(1,317)— — (1,317)
Gain on interest rate hedge, net of tax— — — — — 2,127 2,127 
Balance, June 30, 2023 $ 50,264 $62,888 $584,410 $2,127 $649,425 

See accompanying notes to unaudited condensed consolidated financial statements.
6

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)Six Months Ended
June 30,
20242023
Cash flows from operating activities:
Net income$201,824 $3,856 
Income from discontinued operations, net of tax218,687 4,514 
Loss from continuing operations(16,863)(658)
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of business acquisition
Depreciation and amortization43,022 30,916 
Stock-based compensation expense, net of amount capitalized6,236 6,320 
Impairment expense 1,020 
Deferred income taxes(6,226)2,860 
Provision for credit losses1,266 1,141 
Other, net150 (313)
Changes in assets and liabilities:
Accounts receivable965 4,499 
Current income taxes234 25,108 
Operating lease assets and liabilities, net(233)73 
Other assets(3,354)2,233 
Accounts payable(1,140)(3,012)
Other deferrals and accruals(882)(6,696)
Net cash provided by operating activities - continuing operations23,175 63,491 
Net cash (used in) provided by operating activities - discontinued operations(5,476)6,309 
Net cash provided by operating activities17,699 69,800 
Cash flows from investing activities:
Capital expenditures(150,914)(135,261)
Government grants received7,653 110 
Cash disbursed for acquisition, net of cash acquired(347,411) 
Proceeds from sale of assets and other1,715 508 
Net cash used in investing activities - continuing operations(488,957)(134,643)
Net cash provided by (used in) investing activities - discontinued operations305,827 (1,007)
Net cash used in investing activities(183,130)(135,650)
Cash flows from financing activities:
Principal payments on long-term debt(2,618) 
Proceeds from credit facility borrowings 50,000 
Payments for debt amendment costs(4,390)(300)
Proceeds from the issuance of redeemable noncontrolling interest, net of financing fees paid79,380  
Taxes paid for equity award issuances(1,671)(1,317)
Payments for financing arrangements and other(746)(290)
Net cash provided by financing activities69,955 48,093 
Net decrease in cash and cash equivalents(95,476)(17,757)
Cash and cash equivalents, beginning of period139,255 44,061 
Cash and cash equivalents, end of period$43,779 $26,304 
Supplemental Disclosures of Cash Flow Information
Interest paid, net of amounts capitalized
$(6,526)$(841)
Income tax (paid) refunds received, net$(7,085)$25,481 

See accompanying notes to unaudited condensed consolidated financial statements.
7

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

Note 1. Basis of Presentation and Other Information

Shenandoah Telecommunications Company and its subsidiaries (collectively, “Shentel”, “we”, “our”, “us”, or the “Company”) provide broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial cable networks. We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. Shentel’s Broadband business also provides voice and DSL telephone services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. These integrated networks are connected by a fiber network.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. All normal recurring adjustments considered necessary for a fair presentation have been included. Certain disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2023.

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an on-going basis we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, impairment of goodwill and indefinite-lived intangible assets, intangible assets subject to amortization, the computation of income taxes and the fair value of interest rate swaps. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Horizon Transaction

On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, on the Closing Date, Shentel acquired 100% of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor, which is one of the Sellers (the “Selling Shareholder”); and (ii) paying $305 million in cash consideration to the other Sellers and certain third parties, including Horizon’s existing lenders to discharge debt (collectively, the “Horizon Transaction”). Cash consideration paid also included purchase price adjustments for capital expenditure reimbursements and working capital subject to subsequent adjustments as defined in the merger agreement. The Selling Shareholder agreed to an investor rights agreement with the Company that includes among other provision, a one year lockup period for the shares of Common Stock received.

Horizon is a leading commercial fiber provider in Ohio and adjacent states serving national wireless providers, carriers, enterprises, and government, education and healthcare customers. The acquisition of Horizon will allow Shentel to advance its fiber expansion strategy by doubling the size of the Company’s commercial fiber business and adding new expansion markets for its Glo Fiber business.

Refer to Note 2, Acquisition of Horizon, for more information regarding the Horizon Transaction and its impact on the Company’s financial statements.

Series A Preferred Stock

8

Contemporaneously with the execution of the Merger Agreement, on October 24, 2023, Shentel and Shentel Broadband Holding Inc., a wholly-owned subsidiary of Shentel (“Shentel Broadband”), entered into an investment agreement (the “Investment Agreement”) with ECP Fiber Holdings, LP, a Delaware limited partnership (“ECP Investor”), and, solely for the limited purposes set forth therein, Hill City Holdings, LP, a Delaware limited partnership affiliated with ECP Investor. Subject to the terms and conditions set forth in the Investment Agreement, on the Closing Date, Shentel Broadband issued to ECP Investor 81,000 shares of Shentel Broadband’s 7% Series A Participating Exchangeable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share in exchange for $81 million in cash. The Series A Preferred Stock is exchangeable at the option of the Investor in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share (as it may be adjusted pursuant to the terms of the Investment Agreement, the “Exchange Price”).

As a condition to closing the transactions contemplated by the Investment Agreement and Amendment No. 3 to the Credit Agreement, Shentel completed a corporate reorganization of Shentel’s subsidiaries (the “Reorganization”). As a result of the Reorganization effected on the Closing Date, Shentel Broadband Operations LLC, a wholly-owned subsidiary of Shentel Broadband, holds or has equity interest in substantially all of the operating assets of Shentel and was assigned and assumed the Credit Agreement.

On the Closing Date, Shentel Broadband filed a certificate of designations with the Secretary of State of the State of Delaware authorizing 100,000 shares of Series A Preferred Stock and setting forth the powers, designations, preferences, rights, qualifications, limitations and restrictions of the Series A Preferred Stock (the “Certificate of Designations”). The Series A Preferred Stock ranks senior to Shentel’s Common Stock with respect to the payment of dividends and with respect to the distribution of assets upon Shentel Broadband’s liquidation, dissolution or winding up. Dividends on the Series A Preferred Stock accrue at 7% per annum compounded and payable quarterly in arrears, and, at Shentel’s option, may be paid in cash or in kind (such dividends paid in kind, “PIK Dividends”). The PIK Dividend rate is subject to increase to 8.5% and 10% after the fifth and seventh anniversaries of the Closing Date, respectively, to the extent any dividends accrued during the period from and including such anniversary dates are paid in the form of PIK Dividends.

Beginning two years after the Closing Date, Shentel may require the Investor to exchange the Series A Preferred Stock for shares of Common Stock if the price per share of the Common Stock exceeds 125% of the Exchange Price, subject to certain conditions. After five years, Shentel may redeem all of the Series A Preferred Stock for the greater of (i) $1,000 per share, plus (a) any accrued PIK Dividend amount and (b) accrued and unpaid dividends to, but excluding the redemption date (to the extent such accrued and unpaid dividends are not included in such PIK Dividend amount), and (ii) the value of the shares of Common Stock for which such Series A Preferred Stock are exchangeable.

Under the terms of the Investment Agreement, the Investor has the right to nominate a director to the Board so long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock).

So long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock), the Investor is subject to certain standstill provisions and voting covenants and has certain other rights with respect to the shares of Series A Preferred Stock, including, among others, pre-emptive, information and participation rights. The shares of Series A Preferred Stock are subject to a lock-up until the first anniversary of the Closing Date and are subject to certain other transfer restrictions.

Refer to Note 12, Redeemable Noncontrolling Interest, for more information regarding the Series A Preferred Stock and its impact on the Company’s financial statements.

Amendment No. 3 to Credit Agreement

On April 1, 2024, Shentel entered into Amendment No. 3 to Credit Agreement, Incremental Term Loan Funding Agreement, Joinder and Assignment and Assumption (the “Third Amendment”) to its existing Credit Agreement, dated as of July 1, 2021, with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders (as previously amended by Amendment No. 1 to Credit Agreement, dated as of May 17, 2023, and Consent and Amendment No. 2 to Credit Agreement, dated October 24, 2023, the “Credit Agreement”).

The Third Amendment provides for, among other things, incremental delay draw term loan commitments under the Credit Agreement in an aggregate amount equal to $225 million and an increase in the revolving commitment under the Credit Agreement in an amount equal to $50 million. Refer to Note 9, Debt, for more information regarding the Credit Agreement.

9

Sale of Shentel’s Tower Portfolio

On March 29, 2024, Shenandoah Mobile, LLC, a wholly-owned subsidiary of Shenandoah Telecommunications Company, completed the initial closing of its previously disclosed sale of substantially all of Shentel’s tower portfolio and operations (“Tower Portfolio”) to Vertical Bridge Holdco, LLC for $309.9 million (the “Tower Transaction”). The Company received $305.8 million, net of certain transaction costs at the time of the initial closing. At the initial close, the Company conveyed sites representing approximately 99.5% of the tower portfolio value. The Company expects to convey the remaining tower sites in the portfolio by the end of March 2025. The Tower Transaction was completed pursuant to the terms of a Purchase and Sale Agreement, dated February 29, 2024, as amended by Amendment No. 1 to the Purchase and Sale Agreement, dated March 29, 2024.

The Tower Portfolio represented substantially all of the assets and operations in Shentel’s previously reported Tower Reporting Segment and the Tower Transaction represented a strategic shift in the Company’s business. Consequently, the Tower Portfolio has been reclassified as a discontinued operation. For all periods presented, the assets and liabilities that transferred in the Tower Transaction (the “disposal group”) are presented as held for sale in our unaudited condensed consolidated balance sheets, and operating results and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our unaudited condensed consolidated statements of comprehensive (loss) income and unaudited condensed consolidated statements of cash flows. Refer to Note 16, Discontinued Operations, for more information regarding the presentation of the disposal group in the Company’s financial statements.

As a result of the sale of the Tower Portfolio, the Company has one reportable segment. Consequently, segment reporting previously disclosed is no longer applicable.

Adoption of New Accounting Standards

There have been no material developments related to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s unaudited condensed consolidated financial statements and note disclosures from those disclosed in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, that would be expected to impact the Company.

Note 2. Acquisition of Horizon
The Company accounted for the Horizon Transaction under the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, “Business Combinations”. Under the acquisition method of accounting, the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition based on their estimated fair values. Fair values are determined using the income approach, market approach and/or cost approach depending on the nature of the asset or liability being valued and the reliability of available information. The income approach estimates fair value by discounting associated lifetime expected future cash flows to their present value and relies on significant assumptions regarding future revenues, expenses, working capital levels and discount rates. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence.

The total purchase price used to apply the acquisition method was $416.2 million, which consisted of $349.4 million of cash consideration paid and $71.8 million of common stock, representing the fair value of 4,100,375 shares of Shentel’s common stock issued to a selling shareholder of Horizon. The fair value of Shentel’s common stock issued was determined on the basis of the opening market price of the common stock on the acquisition date. The purchase price is subject to adjustment for certain working capital adjustments and post-closing indemnities. The cash consideration paid was primarily financed with proceeds from the sale of Shentel’s Tower Portfolio and cash on-hand.

The allocation of the purchase price was based upon management’s preliminary valuation of the fair values of tangible and intangible assets acquired and liabilities assumed in the Horizon Transaction, with the excess recorded as goodwill. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The fair value of acquired identifiable assets and liabilties, including but not limited to, property, plant and equipment, intangible assets, operating lease right-of-use assets, deferred tax liabilities, and non-current operating lease liabilities, and the resulting impact on goodwill recognized, are provisional pending receipt of the final valuations for these balances.

10

(in thousands)Amount
Current and other assets$10,465 
Property, plant and equipment386,045 
Goodwill74,630 
Intangible assets14,249 
Operating lease right-of-use assets6,631 
Other long-term assets1,843 
Total assets acquired493,863 
Current liabilities$15,187 
Deferred tax liabilities32,218 
Non-current operating lease liabilities
3,778 
Government grant liabilities16,348 
Other long-term liabilities10,138 
Total liabilities assumed77,669 
Net assets acquired$416,194 

Finalization of the purchase price allocations is dependent on final review and acceptance of the independent appraiser’s valuation report.

Current and other assets acquired include $6.1 million of accounts receivable, net of allowance for credit losses of $0.3 million. Intangible assets acquired primarily relate to customer relationships. The customer relationships are valued using the cost approach to determine the cost that would be incurred to replace these assets. These represent finite-lived intangibles which are being amortized over the assets’ useful lives, which is estimated to be ten years.

The Company has included the results of the operations of Horizon for financial reporting purposes for the period subsequent to the date of acquisition.

In connection with the acquisition, Shentel incurred acquisition-related costs of $6.7 million and $7.1 million related to banking, legal, accounting, and other similar services for the three and six months ended June 30, 2024, respectively. Shentel also incurred severance costs for employees who will not be retained permanently. These costs are recorded as integration and acquisition expenses in the Company’s unaudited condensed consolidated statements of comprehensive (loss) income.

Horizon’s revenue of $16.7 million and loss before income taxes of $7.4 million for the three months ended June 30, 2024 are included in Shentel’s unaudited condensed consolidated statements of comprehensive (loss) income for both the three and six months ended June 30, 2024. The unaudited pro forma results of the Company, as if the Horizon Transaction had occurred on January 1, 2023, are as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
N/A
$83,164 $170,876 $166,740 
Loss before income taxes
N/A
$(3,952)$(26,911)$(7,116)

The pro forma disclosures shown above are based upon estimated preliminary valuations of the assets acquired and liabilities assumed as well as preliminary estimates of depreciation and amortization charges thereon, that may differ from the final fair values of the acquired assets and assumed liabilities and the resulting depreciation and amortization charges thereon. Other pro forma adjustments include the following:

11

historical depreciation expense was adjusted for the fair value adjustment increasing the basis of property, plant and equipment; this decrease was offset by a shorter estimated useful life to conform to the Company’s standard policy and the acceleration of depreciation on certain equipment;
incremental amortization due to the customer-based contract rights associated with acquired customers; and
removal of Horizon’s interest expense and amortization of deferred financing fees due to the repayment of the outstanding principal of Horizon’s debt.

Note 3. Revenue from Contracts with Customers
The Company’s revenues by activity type are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Residential & SMB - Incumbent Broadband Markets1
$44,960 $44,403 $89,330 $89,159 
Residential & SMB - Glo Fiber Expansion Markets2
14,093 8,164 26,211 15,167 
Commercial Fiber19,921 10,253 29,298 21,951 
RLEC & Other6,825 3,824 10,208 7,532 
Service revenue and other$85,799 $66,644 $155,047 $133,809 
_______________________________________________________
1.Incumbent Broadband Markets consists of Shentel Incumbent Cable Markets and Horizon Incumbent Telephone Markets with Fiber-To-The-Home (“FTTH”) passings.
2.Glo Fiber Expansion Markets consists of FTTH passings in greenfield expansion markets in the Shentel and former Horizon markets.

Shentel updated the description for revenues previously reported as “Residential & SMB - Cable Markets” to “Residential & SMB - Incumbent Broadband Markets” and updated the description for revenues previously reported as “Residential & SMB - Glo Fiber Markets” to “Residential & SMB - Glo Fiber Expansion Markets.”

Contract Assets

The Company’s contract assets primarily include commissions incurred to acquire contracts with customers. The Company incurs commission expenses related to in-house and third-party vendors which are capitalized and amortized over the expected customer benefit period which is approximately six years. The Company’s current contract assets are included in prepaid expenses and other and the Company’s non-current contract assets are included in deferred charges and other assets in its unaudited condensed consolidated balance sheets. Amortization of capitalized commission expenses is recorded in selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of comprehensive (loss) income.

The following tables present the activity of current and non-current contract assets:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Beginning Balance$8,767 $8,756 $8,633 $8,646 
Commission payments1,564 793 2,415 1,684 
Contract asset amortization(986)(807)(1,703)(1,588)
Ending Balance$9,345 $8,742 $9,345 $8,742 

Contract Liabilities

The Company’s contract liabilities include services that are billed in advance and recorded as deferred revenue, as well as installation fees that are charged upfront without transfer of commensurate goods or services to the customer. The Company’s current contract liabilities are included in advanced billings and customer deposits in its unaudited condensed consolidated balance sheets and the Company’s non-current contract liabilities are included in other liabilities in its unaudited condensed consolidated balance sheets.

Shentel’s current contract liability balances were $11.7 million and $10.0 million at June 30, 2024 and December 31, 2023, respectively. Shentel’s non-current contract liability balances were $4.2 million and $1.0 million as of June 30, 2024 and
12

December 31, 2023, respectively. Shentel expects its current contract liability balances to be recognized as revenues during the twelve-month periods following the respective balance sheet dates and its non-current contract liability balances to be recognized as revenues after the twelve-month periods following the respective balance sheet dates.

Note 4. Investments

Investments consist of the following:
(in thousands)June 30,
2024
December 31,
2023
SERP investments at fair value$2,451 $2,290 
Cost method investments12,451 10,675 
Equity method investments233 233 
Total investments$15,135 $13,198 

SERP investments at fair value: The fair value of the SERP investments are based on unadjusted quoted prices in active markets and are classified as Level 1 of the fair value hierarchy.

Cost method investments: Shentel’s investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of the Company’s cost method investments with a balance of $11.8 million and $10.1 million at June 30, 2024 and December 31, 2023, respectively. Shentel recognized approximately $0.4 million and $0.2 million of patronage income in other income for the three months ended June 30, 2024 and 2023, respectively, and approximately $0.7 million and $0.3 million during the six months ended June 30, 2024 and 2023, respectively. The Company expects that approximately 88% of the patronage distributions will be collected in cash and 12% in equity in 2024.

Prior to the Horizon Transaction, Horizon held a $1.6 million investment in CoBank’s Class A common stock. Consequently, the value of Shentel’s investment in CoBank increased by a corresponding amount as a result of the Horizon Transaction.


Note 5. Property, Plant and Equipment

Property, plant and equipment consist of the following:
 
($ in thousands)Estimated Useful LivesJune 30,
2024
December 31,
2023
Land$4,514 $3,671 
Land improvements
10 years
4,448 4,448 
Buildings and structures
10 - 45 years
51,827 42,871 
Cable and fiber
12 - 30 years
1,174,670 799,612 
Equipment and software
4 - 12 years
407,291 331,595 
Plant in service 1,642,750 1,182,197 
Plant under construction 213,027 145,623 
Total property, plant and equipment 1,855,777 1,327,820 
Less: accumulated depreciation and amortization(518,525)(477,483)
Property, plant and equipment, net $1,337,252 $850,337 

Property, plant and equipment, net increased due primarily to capital expenditures driven by the Company’s Glo Fiber market expansion and assets acquired as a result of the Horizon Transaction. The Company’s accounts payable as of June 30, 2024 and December 31, 2023 included amounts associated with capital expenditures of approximately $54.6 million and $51.1 million, respectively. Depreciation and amortization expense was $25.1 million and $15.6 million during the three months ended June 30, 2024 and 2023, respectively, and $42.4 million and $30.7 million during the six months ended June 30, 2024 and 2023, respectively.

13

Note 6. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:
 June 30, 2024December 31, 2023
(in thousands)Gross
Carrying
Amount
Accumulated Amortization and OtherNetGross
Carrying
Amount
Accumulated Amortization and OtherNet
Goodwill$77,874 $— $77,874 $3,244 $— $3,244 
Indefinite-lived intangibles:
Cable franchise rights64,334 — 64,334 64,334 — 64,334 
FCC Spectrum licenses12,122 — 12,122 12,122 — 12,122 
Railroad crossing rights and other528 — 528 217 — 217 
Total indefinite-lived intangibles76,984 — 76,984 76,673 — 76,673 
Finite-lived intangibles:
Subscriber relationships42,447 (27,951)14,496 28,425 (27,370)1,055 
Other intangibles510 (375)135 510 (359)151 
Total finite-lived intangibles42,957 (28,326)14,631 28,935 (27,729)1,206 
Total goodwill and intangible assets$197,815 $(28,326)$169,489 $108,852 $(27,729)$81,123 

Shentel recognized $74.6 million of goodwill, $14.0 million of subscriber relationships and $0.2 million of other intangible assets as a result of the Horizon Transaction. The goodwill recognized primarily consists of synergies expected from combining the operations of Horizon and Shentel and intangible assets acquired that do not qualify for separate recognition, including an assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. Amortization expense was $0.5 million and $0.1 million during the three months ended June 30, 2024 and 2023, respectively, and $0.6 million and $0.2 million during the six months ended June 30, 2024 and 2023, respectively.



Note 7. Other Assets and Accrued Liabilities

Prepaid expenses and other, classified as current assets, included the following:
(in thousands)June 30,
2024
December 31,
2023
Prepaid maintenance expenses$7,893 $5,157 
Broadband contract acquisition costs2,977 2,675 
Interest rate swaps2,985 1,443 
Other6,712 2,507 
Prepaid expenses and other$20,567 $11,782 

Deferred charges and other assets, classified as long-term assets, included the following:
(in thousands)June 30,
2024
December 31,
2023
Broadband contract acquisition costs$6,368 $5,958 
Interest rate swaps1,565 798 
Prepaid expenses and other6,558 4,805 
Deferred charges and other assets$14,491 $11,561 
14


Accrued liabilities and other, classified as current liabilities, included the following:
(in thousands)June 30,
2024
December 31,
2023
Accrued programming costs$3,924 $3,209 
Other current liabilities11,340 4,538 
Accrued liabilities and other$15,264 $7,747 

Other liabilities, classified as long-term liabilities, included the following:
(in thousands)June 30,
2024
December 31,
2023
Noncurrent portion of deferred lease revenue$23,122 $14,670 
Government grant liabilities14,809  
Noncurrent portion of finance leases1,562 1,395 
Other1,012 847 
Other liabilities$40,505 $16,912 

Note 8. Leases

The Company leases various broadband network and telecommunications sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business.

The components of lease costs were as follows:

ClassificationThree Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Finance lease cost
Amortization of leased assetsDepreciation$171 $119 $290 $238 
Interest on lease liabilitiesInterest expense24 19 43 39 
Operating lease cost
Operating expense1
1,104 792 1,840 1,648 
Lease cost$1,299 $930 $2,173 $1,925 
_________________________________________
(1)Operating lease expense is presented in cost of services or selling, general and administrative expense based on the use of the relevant facility.

The following table summarizes the expected maturity of lease liabilities as of June 30, 2024:
(in thousands)Operating LeasesFinance LeasesTotal
2024 (remainder of the year)$1,969 $166 $2,135 
20253,523 385 3,908 
20262,640 314 2,954 
20271,777 164 1,941 
20281,487 158 1,645 
2029 and thereafter8,206 1,201 9,407 
Total lease payments19,602 2,388 21,990 
Less: Interest(5,033)(518)(5,551)
Present value of lease liabilities$14,569 $1,870 $16,439 

15

Other information related to operating and finance leases was as follows:

June 30,
2024
December 31,
2023
Operating leases
Weighted average remaining lease term (years)8.67.1
Weighted average discount rate5.9 %5.0 %
Finance leases
Weighted average remaining lease term (years)9.712.3
Weighted average discount rate5.3 %5.2 %

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Cash paid for operating lease liabilities$1,053 $725 $1,818 $1,602 
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modification of existing leases)247 194 1,984 1,687 

The Company also has arrangements which generate lease revenue through operating lease agreements for the use of spare fiber capacity of its fiber network assets. Contract terms for these arrangements can range from 1 to 40 years and are billed monthly. Lease revenue from these arrangements was $1.7 million and $2.4 million for the three and six months ended June 30, 2024, respectively, and $0.6 million and $1.3 million for the three and six months ended June 30, 2023, respectively. These amounts are presented in service revenue and other in the Company’s unaudited condensed consolidated statements of comprehensive (loss) income. Contractual minimum rental receipts expected under the lease agreements in place as of June 30, 2024 is as follows:
(in thousands)Operating Leases
2024 (remainder of the year)$2,721 
20254,711 
20263,945 
20273,596 
20283,418 
2029 and thereafter23,606 
Total
$41,997 

16

Note 9. Debt

Shentel Broadband Operations LLC, an indirect wholly owned subsidiary of Shentel, has a credit agreement, dated as of July 1, 2021 (as amended by (i) Amendment No. 1 to Credit Agreement, dated as of May 17, 2023, (ii) Consent and Amendment No. 2 to Credit Agreement, dated as of October 24, 2023, and (iii) Amendment No. 3, dated as of April 1, 2024, the “Credit Agreement”), with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders, which contains (i) a $150 million available revolving credit facility due June 2026 (the “Revolver”), (ii) a $150 million delayed draw amortizing term loan due June 2026 (“Term Loan A-1”), (iii) a $150 million delayed draw amortizing term loan due June 2028 (“Term Loan A-2”), and (iv) a $225 million delayed draw amortizing term loan due June 2028 (“Term Loan A-3” and collectively with Term Loan A-1 and Term Loan A-2, the “Term Loans”). The following loans were outstanding under the Credit Agreement:

(in thousands)June 30,
2024
December 31,
2023
Term loan A-1$148,131 $150,000 
Term loan A-2149,251 150,000 
Total debt297,382 300,000 
Less: unamortized loan fees(86)(101)
Total debt, net of unamortized loan fees$297,296 $299,899 

Both Term Loan A-1 and Term Loan A-2 bore interest at one-month LIBOR plus a margin until May 2023 and now bear interest at one-month term SOFR plus a margin. The margin is variable and determined by the Company’s net leverage ratio. At June 30, 2024, Term Loan A-1 had a margin of 1.85% and Term Loan A-2 had a margin of 2.10%. Interest is paid monthly. The interest rate was 7.19% for Term Loan A-1 at June 30, 2024 and 7.44% for Term Loan A-2 at June 30, 2024. The interest rate was 6.95% for both Term Loan A-1 and Term Loan A-2 at December 31, 2023.

Interest expense recorded in Shentel’s unaudited condensed consolidated statements of comprehensive (loss) income consists of the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Interest expense
$6,214 $2,104 $11,597 $3,567 
Less: capitalized interest
(2,218)(1,199)(3,525)(2,270)
Interest expense, net of capitalized interest
$3,996 $905 $8,072 $1,297 

The Credit Agreement includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants.

Shentel’s Term Loans require quarterly payments based on a percentage of the outstanding balance. Based on the outstanding balance as of June 30, 2024, Term Loan A-1 required quarterly principal repayments of 0.63% from March 31, 2024 through June 30, 2024; then increasing to 1.25% quarterly from September 30, 2024 through March 31, 2026, with the remaining balance due June 30, 2026. Based on the outstanding balance as of June 30, 2024, Term Loan A-2 requires quarterly principal repayments of 0.25% from March 31, 2024 through March 31, 2028, with the remaining balance due June 30, 2028.

Shentel has not made any borrowings under its Revolver or Term Loan A-3 as of June 30, 2024. In the event borrowings are made in the future, the entire outstanding principal amount borrowed against the Revolver is due June 30, 2026 and the entire outstanding principal amount borrowed against Term Loan A-3 is due July 1, 2028.

The following table summarizes the expected payments of Shentel’s outstanding borrowings as of June 30, 2024:

17

(in thousands)Amount
2024 (remainder of the year)$4,425 
20258,568 
2026138,827 
20271,450 
2028144,112 
Total$297,382 

Although no borrowings have been executed under the Revolver, Shentel has executed letter of credit arrangements totaling $7.0 million that reduce the available balance of the Revolver. The letter of credit arrangements were executed primarily pursuant to the requirements of the National Telecommunications and Information (“NTIA”) government grant program, discussed further in Note 14, Government Grants. These amounts are not considered borrowed, as no cash has been disbursed to Shentel or other parties.

The Credit Agreement is fully secured by a pledge and unconditional guarantee from the Company and all of its subsidiaries, except Shenandoah Telephone Company. This provides the lenders a security interest in substantially all of the assets of the Company.

Note 10. Derivatives and Hedging

During the second quarter of 2023, Shentel entered into pay fixed (2.90%), receive variable (one-month term SOFR) interest rate swaps totaling $150.0 million of notional principal (the “Swaps”). The Swaps contain monthly payment terms that became effective in May 2024, which extend through their maturity dates in June 2026. The Swaps are designated as cash flow hedges, representing 50% of the Company’s outstanding debt under Term Loan A-1 and Term Loan A-2. The Company uses the Swaps to manage its exposure to interest rate risk for its long-term variable-rate Term Loans.

The Swaps were determined to be highly effective hedges and therefore all change in the fair value of the Swaps was recognized in other comprehensive income.

The table below presents the fair value of the Swaps as well as their classification in the unaudited condensed consolidated balance sheets. The fair value of these instruments was estimated using an income approach and observable market inputs (Level 2):
(in thousands)June 30,
2024
December 31,
2023
Balance sheet line item of derivative financial instruments:
Prepaid expenses and other$2,985 $1,443 
Deferred charges and other assets1,565 798 
Total derivatives designated as hedging instruments$4,550 $2,241 

18

The table below summarizes changes in accumulated other comprehensive income by component:

(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, March 31, 2024$4,361 $(1,099)$3,262 
Net change in unrealized gain725 (154)571 
Amounts reclassified to interest expense
(536)108 (428)
Net current period other comprehensive income (loss)189 (46)143 
Balance, June 30, 2024$4,550 $(1,145)$3,405 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, December 31, 2023$2,241 $(573)$1,668 
Net change in unrealized gain
2,845 (680)2,165 
Amounts reclassified to interest expense
(536)108 (428)
Net current period other comprehensive income (loss)2,309 (572)1,737 
Balance, June 30, 2024$4,550 $(1,145)$3,405 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, March 31, 2023$ $ $ 
Net change in unrealized gain
2,866 (739)2,127 
Balance, June 30, 2023$2,866 $(739)$2,127 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, December 31, 2022$ $ $ 
Net change in unrealized gain
2,866 (739)2,127 
Balance, June 30, 2023$2,866 $(739)$2,127 

Note 11. Income Taxes

The Company files U.S. federal income tax returns and various state income tax returns. The Company is currently involved in one state income tax audit and no federal income tax audits as of June 30, 2024. The Company’s income tax returns are generally open to examination from 2020 forward and the net operating losses acquired in the acquisition of nTelos are open to examination from 2004 forward.

The effective tax rates for the three and six months ended June 30, 2024 and 2023, 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.
19

 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Expected tax (benefit) expense at federal statutory$(3,775)$12 $(4,849)$311 
State income tax (benefit) expense, net of federal tax effect(974)3 (1,236)80 
Excess tax deficiency from share-based compensation and other expense, net(451)1,444 (141)1,750 
Income tax (benefit) expense$(5,200)$1,459 $(6,226)$2,141 

The Company made $7.3 million in payments and received $0.2 million in refunds for income taxes for the six months ended June 30, 2024. The Company received $25.6 million in cash refunds for income taxes for the six months ended June 30, 2023.

Note 12. Redeemable Noncontrolling Interest

As discussed in Note 1, Basis of Presentation and Other Information, Shentel Broadband, a subsidiary of Shentel, issued 81,000 shares of Shentel Broadband’s Series A Preferred Stock in exchange for $81 million in cash. The Series A Preferred Stock has a par value of $0.01 per share. As of June 30, 2024, 100,000 shares of the Series A Preferred Stock were authorized for issuance and 81,000 shares of the Series A Preferred Stock were outstanding.

Shentel has applied the guidance in ASC 480‑10‑S99‑3A, “SEC Staff Announcement: Classification and Measurement of Redeemable Securities”, and has therefore classified the Series A Preferred Stock outside of shareholders’ equity on the Company’s unaudited condensed consolidated balance sheets because the shares contain liquidation features that are not solely within the Company's control. The Series A Preferred Stock was recorded at its fair value on the date of issuance, net of $1.6 million of issuance costs. The Company does not adjust the carrying value of the Series A Preferred Stock to the liquidation preference of such shares because of the uncertainty of whether or when a liquidation event would occur. Subsequent adjustments to increase the carrying value to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. Furthermore, the Company classifies the Series A Preferred Stock as redeemable noncontrolling interest due to the fact that the Series A Preferred Stock is issued by its subsidiary, Shentel Broadband.

As discussed in Note 1, Basis of Presentation and Other Information, the Company must pay either a cash or PIK Dividend related to the Series A Preferred Stock on a quarterly basis. The first dividend was issued as a PIK Dividend on July 15, 2024. The PIK Dividend resulted in a $1.4 million increase in the liquidation preference of the Series A Preferred Stock.

As described in Note 1, Basis of Presentation and Other Information, the Series A Preferred Stock is exchangeable at the option of the Investor or Shentel in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share. As of June 30, 2024, the Series A Preferred Stock was exchangeable for 3,306,122 shares of Common Stock.

Note 13. Stock Compensation and Earnings (Loss) per Share

Activity related to the Company’s restricted stock units (“RSUs”), which includes the Company’s RSUs and performance stock units (“PSUs”), was as follows:

(in thousands, except weighted average grant price)
Number of Shares
Weighted Average Grant Price
Outstanding awards, December 31, 2023
825 $21.16 
Granted390 $20.21 
Vested(284)$21.93 
Adjustments for PSU performance
(44)$19.31 
Forfeited(1)$20.83 
Outstanding awards, June 30, 2024
886 $20.63 

The total fair value of RSUs vested was $5.5 million during the six months ended June 30, 2024.

20

Activity related to the Company’s Relative Total Shareholder Return RSUs (“RTSRs”) was as follows:

(in thousands, except weighted average grant price)
Number of Shares
Weighted Average Grant Price
Outstanding awards, December 31, 2023
293 $25.80 
Granted136 $22.30 
Vested $ 
Forfeited $ 
Outstanding awards, June 30, 2024
429 $24.69 

Stock-based compensation expense was as follows:

 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Stock compensation expense$2,538 $2,878 $6,673 $6,730 
Capitalized stock compensation(268)(275)(437)(410)
Stock compensation expense, net$2,270 $2,603 $6,236 $6,320 

As of June 30, 2024, there was $12.0 million of total unrecognized compensation cost related to non-vested RSUs and RTSRs which is expected to be recognized over weighted average period of 2.5 years.
21


The following table indicates the computation of basic and diluted earnings (loss) per share:

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Calculation of net (loss) income per share:
Loss from continuing operations$(12,773)$(1,400)$(16,863)$(658)
Total (loss) income from discontinued operations, net of tax(99)3,190 218,687 4,514 
Net (loss) income$(12,872)$1,790 $201,824 $3,856 
Basic weighted average shares outstanding54,730 50,366 52,620 50,330 
Basic - Loss from continuing operations$(0.24)$(0.03)$(0.32)$(0.01)
Basic - (Loss) income from discontinued operations, net of tax 0.07 4.16 0.09 
Basic net (loss) income per share$(0.24)$0.04 $3.84 $0.08 
Effect of dilutive instruments outstanding:
Basic weighted average shares outstanding54,730 50,366 52,620 50,330 
Effect from dilutive shares and options outstanding    
Diluted weighted average shares outstanding54,730 50,366 52,620 50,330 
Diluted - Loss from continuing operations$(0.24)$(0.03)$(0.32)$(0.01)
Diluted - (Loss) income from discontinued operations, net of tax 0.07 4.16 0.09 
Diluted net (loss) income per share$(0.24)$0.04 $3.84 $0.08 
As discussed in Note 12, Redeemable Noncontrolling Interest, no PIK Dividends were declared or paid during the three and six months ended June 30, 2024 and 2023; therefore, no income has been attributed to redeemable noncontrolling interest for purposes of calculating basic net income per share.

The Company determines the dilutive impact of equity awards and the Series A Preferred Stock (on an as-converted basis) by applying the treasury stock method and the if-converted method, respectively. There were approximately 392,000 and 444,000 potentially dilutive equity awards during the three and six months ended June 30, 2024, respectively; however, these shares were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company's loss from continuing operations for the periods. There were also approximately 3,306,000 potentially dilutive shares related to the Series A Preferred Stock (on an as-converted basis) during both the three and six months ended June 30, 2024; however, these shares were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company's loss from continuing operations for the periods. There were approximately 327,000 and 239,000 potentially dilutive equity awards during the three and six months ended June 30, 2023, respectively; however, these shares were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company's loss from continuing operations for the periods.

Note 14. Government Grants

During the six months ended June 30, 2024, Shentel was awarded an additional grant of $0.6 million to strategically expand the Company’s broadband network in order to provide broadband services to unserved residences.

The Company recognizes grant receivables at the time it becomes probable that the Company will be eligible to receive the grant, which is estimated to correspond with the date when specified build-out milestones are achieved. As a result of these programs, the Company received $5.0 million and $7.7 million in cash reimbursements during the three and six months ended June 30, 2024 and had approximately $2.8 million and $1.9 million in accounts receivable as of June 30, 2024 and December 31, 2023, respectively. The Company did not recognize any material amounts under these programs during the six months ended June 30, 2023.

22

Prior to the Horizon Transaction, Horizon entered into agreements with the Department of Development in Ohio under the state’s Ohio Residential Broadband Expansion program. As part of these agreements, Horizon committed to expand its broadband network resulting in total project costs of $57.4 million, with government matching grants totaling $30.1 million. Approximately $18.0 million of the grant was paid to Horizon up-front, while the remainder will be paid upon the achievement of specified milestones. Shentel assumed these agreements as a result of the Horizon Transaction and is therefore obligated under these programs to continue the build-out of this network. If Shentel fails to complete the build-out, Shentel may be required to repay a portion or all of the grant that Horizon received prior to the acquisition. Consequently, the portion of the up-front grant payment associated with unfulfilled obligations is recorded in other liabilities in the Company’s unaudited condensed consolidated balance sheets. Consistent with Shentel’s existing policy for accounting for government grants, the Company reclassifies amounts from other liabilities to reduce the related property, plant and equipment as the Company fulfills its obligations under this grant program. As of June 30, 2024, $14.8 million of this liability remained in other liabilities. Horizon was also granted $27.5 million by the NTIA under its Middle Mile Grant Program. This grant was awarded post-acquisition during the three months ended June 30, 2024.

Note 15. Commitments and Contingencies

We are committed to make payments to satisfy our lease liabilities. The scheduled payments under those obligations are summarized in Note 8, Leases. We also have outstanding unconditional purchase commitments to procure marketing services and IT software licenses through 2027.

From time to time the Company is involved in various litigation matters arising out of the normal course of business. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. The Company’s management does not presently expect any litigation matters to have a material adverse impact on the Company’s financial position, results of operations and cash flows.

Note 16. Discontinued Operations

As discussed in Note 1, Basis of Presentation and Other Information above, the Tower Transaction represented a strategic shift in the Company’s business and the Tower Portfolio has been reclassified as a discontinued operation. As a result, for all periods presented, the assets and liabilities that transferred in the Tower Transaction disposal group are presented as held for sale in the Company’s unaudited condensed consolidated balance sheets, and operating results and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our unaudited condensed consolidated statements of comprehensive (loss) income and unaudited condensed consolidated statements of cash flows.

23

The carrying amounts of the major classes of assets and liabilities, classified as held for sale in the unaudited condensed consolidated balance sheets, were as follows:
(in thousands)December 31,
2023
ASSETS
Property, plant and equipment, net$29,162 
Operating lease right-of-use assets37,616 
Deferred charges and other assets2,137 
Noncurrent assets held for sale$68,915 
LIABILITIES
Accrued liabilities and other current liabilities$3,602 
Current liabilities held for sale$3,602 
Deferred income taxes$2,483 
Asset retirement obligations9,516 
Non-current operating lease liabilities41,173 
Other liabilities3,524 
Noncurrent liabilities held for sale$56,696 

(Loss) income from discontinued operations, net of tax in the unaudited condensed consolidated statements of comprehensive (loss) income consist of the following for the periods:
(in thousands)Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Service revenue and other$ $4,753 $4,542 $9,329 
Operating expenses:
Cost of services 1,379 1,059 2,571 
Selling, general and administrative 349 572 799 
Depreciation and amortization
 538 222 1,051 
Total operating expenses 2,266 1,853 4,421 
Operating income 2,487 2,689 4,908 
Other income:
Gain on sale of disposition of Tower Portfolio
  294,250  
Other expense
(129) (129) 
(Loss) income before income taxes
(129)2,487 296,810 4,908 
Income tax (benefit) expense
(30)(703)78,123 394 
(Loss) income from discontinued operations, net of tax
$(99)$3,190 $218,687 $4,514 

Consummation of the sale triggered the recognition of approximately $4.4 million of incremental transaction costs during the six months ended June 30, 2024, for contingent deal advisory fees and legal expenses, which are netted against the gain on sale of disposition of Tower Portfolio.


24

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

The following management’s discussion and analysis includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will,” “should,” “could” or “plan” and similar expressions as they relate to Shenandoah Telecommunications Company or its management are intended to identify these forward-looking statements. All statements regarding Shenandoah Telecommunications Company’s expected future financial position, operating results and cash flows, business strategy, financing plans, forecasted trends relating to the markets in which Shenandoah Telecommunications Company operates and similar matters are forward-looking statements. We cannot assure you that the Company’s expectations expressed or implied in these forward-looking statements will turn out to be correct. The Company’s actual results could be materially different from its expectations because of various factors, including, but not limited to, those discussed under the caption Risk Factors in the Companys Annual Report on Form 10-K for its fiscal year ended December 31, 2023 (“2023 Form 10-K”). The forward-looking statements included in this Form 10-Q are made only as of the date of the statement. We undertake no obligation to revise or update such statements to reflect current events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events, except as required by law.
The following management’s discussion and analysis should be read in conjunction with the Company’s 2023 Form 10-K, including the consolidated financial statements and related notes included therein.

Overview

Shenandoah Telecommunications Company (“Shentel”, “we”, “our”, “us”, or the “Company”) is a provider of a comprehensive range of broadband communication services in seven contiguous states in the eastern United States.

Recent Developments

Horizon Transaction

On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, on the Closing Date, Shentel acquired 100% of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor, which is one of the Sellers (the “Selling Shareholder”); and (ii) paying $305 million in cash consideration to the other Sellers and certain third parties, including Horizon’s existing lenders to discharge debt (collectively, the “Horizon Transaction”). Cash consideration paid also included purchase price adjustments for capital expenditure reimbursements and working capital subject to subsequent adjustments as defined in the merger agreement. Cash consideration paid remains subject to subsequent working capital and other adjustments. The Selling Shareholder agreed to an investor rights agreement with the Company that includes among other provision, a one year lockup period for the shares of Common Stock received.

Refer to Note 2, Acquisition of Horizon, for more information regarding the Horizon Transaction and its impact on the Company’s financial statements.

Series A Preferred Stock

Contemporaneously with the execution of the Merger Agreement, on October 24, 2023,, Shentel and Shentel Broadband Holding Inc., a wholly-owned subsidiary of Shentel (“Shentel Broadband”), entered into an investment agreement (the “Investment Agreement”) with ECP Fiber Holdings, LP, a Delaware limited partnership (“ECP Investor”), and, solely for the limited purposes set forth therein, Hill City Holdings, LP, a Delaware limited partnership affiliated with ECP Investor. Subject to the terms and conditions set forth in the Investment Agreement, on the Closing Date, Shentel Broadband issued to ECP Investor 81,000 shares of Shentel Broadband’s 7% Series A Participating Exchangeable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share in exchange for $81 million in cash. The Series A Preferred Stock is exchangeable at the option of the Investor in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share (as it may be adjusted pursuant to the terms of the Investment Agreement, the “Exchange Price”).
25


As a condition to closing the transactions contemplated by the Investment Agreement and Amendment No. 3 to the Credit Agreement, Shentel completed a corporate reorganization of Shentel’s subsidiaries (the “Reorganization”). As a result of the Reorganization effected on the Closing Date, Shentel Broadband Operations LLC, a wholly-owned subsidiary of Shentel Broadband, holds or has equity interest in substantially all of the operating assets of Shentel and was assigned and assumed the Credit Agreement.

On the Closing Date, Shentel Broadband filed a certificate of designations with the Secretary of State of the State of Delaware authorizing 100,000 shares of Series A Preferred Stock and setting forth the powers, designations, preferences, rights, qualifications, limitations and restrictions of the Series A Preferred Stock (the “Certificate of Designations”). The Series A Preferred Stock ranks senior to Shentel’s Common Stock with respect to the payment of dividends and with respect to the distribution of assets upon Shentel Broadband’s liquidation, dissolution or winding up. Dividends on the Series A Preferred Stock accrue at 7% per annum compounded and payable quarterly in arrears, and, at Shentel’s option, may be paid in cash or in kind (such dividends paid in kind, “PIK Dividends”). The PIK Dividend rate is subject to increase to 8.5% and 10% after the fifth and seventh anniversaries of the Closing Date, respectively, to the extent any dividends accrued during the period from and including such anniversary dates are paid in the form of PIK Dividends.

Beginning two years after the Closing Date, Shentel may require the Investor to exchange the Series A Preferred Stock for shares of Common Stock if the price per share of the Common Stock exceeds 125% of the Exchange Price, subject to certain conditions. After five years, Shentel may redeem all of the Series A Preferred Stock for the greater of (i) $1,000 per share, plus (a) any accrued PIK Dividend amount and (b) accrued and unpaid dividends to, but excluding the redemption date (to the extent such accrued and unpaid dividends are not included in such PIK Dividend amount), and (ii) the value of the shares of Common Stock for which such Series A Preferred Stock are exchangeable.

Under the terms of the Investment Agreement, the Investor has the right to nominate a director to the Board so long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock).

So long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock), the Investor is subject to certain standstill provisions and voting covenants and has certain other rights with respect to the shares of Series A Preferred Stock, including, among others, pre-emptive, information and participation rights. The shares of Series A Preferred Stock are subject to a lock-up until the first anniversary of the Closing Date and are subject to certain other transfer restrictions.

Refer to Note 12, Redeemable Noncontrolling Interest, for more information regarding the Series A Preferred Stock and its impact on the Company’s financial statements.

Amendment No. 3 to Credit Agreement

On April 1, 2024, Shentel entered into Amendment No. 3 to Credit Agreement, Incremental Term Loan Funding Agreement, Joinder and Assignment and Assumption (the “Third Amendment”) to its existing Credit Agreement, dated as of July 1, 2021, with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders (as previously amended by Amendment No. 1 to Credit Agreement, dated as of May 17, 2023, and Consent and Amendment No. 2 to Credit Agreement, dated October 24, 2023, the “Credit Agreement”).

The Third Amendment provides for, among other things, incremental delay draw term loan commitments under the Credit Agreement in an aggregate amount equal to $225 million and an increase in the revolving commitment under the Credit Agreement in an amount equal to $50 million. Refer to Note 9, Debt, for more information regarding the Credit Agreement.



26

Results of Operations

Three Months Ended June 30, 2024 Compared with the Three Months Ended June 30, 2023

The Company’s consolidated results from operations are summarized as follows:
Three Months Ended June 30,Change
($ in thousands)2024% of Revenue2023% of Revenue$%
External revenue
Residential & SMB - Incumbent Broadband Markets$44,960 52.4 %$44,403 66.6 %$557 1.3 %
Residential & SMB - Glo Fiber Expansion Markets14,093 16.4 %8,164 12.3 %5,929 72.6 %
Commercial Fiber19,921 23.2 %10,253 15.4 %9,668 94.3 %
RLEC & Other6,825 8.0 %3,824 5.7 %3,001 78.5 %
Total revenue85,799 100.0 %66,644 100.0 %19,155 28.7 %
Operating expenses
Cost of services34,541 40.3 %24,753 37.1 %9,788 39.5 %
Selling, general and administrative30,239 35.2 %25,041 37.6 %5,198 20.8 %
Integration and acquisition11,325 13.2 %301 0.5 %11,024 NMF
Impairment expense— — %836 1.3 %(836)(100.0)%
Depreciation and amortization25,579 29.8 %15,831 23.8 %9,748 61.6 %
Total operating expenses101,684 118.5 %66,762 100.2 %34,922 52.3 %
Operating loss
(15,885)(18.5)%(118)(0.2)%(15,767)NMF
Other income (expense):
Other (expense) income, net(2,088)(2.4)%177 0.3 %(2,265)NMF
(Loss) income from continuing operations before income taxes(17,973)(20.9)%59 0.1 %(18,032)NMF
Income tax (benefit) expense(5,200)(6.1)%1,459 2.2 %(6,659)NMF
Loss from continuing operations(12,773)(14.9)%(1,400)(2.1)%(11,373)NMF
(Loss) income from discontinued operations, net of tax
(99)(0.1)%3,190 4.8 %(3,289)(103.1)%
Net (loss) income$(12,872)(15.0)%$1,790 2.7 %$(14,662)NMF

Shentel updated the description for revenues previously reported as “Residential & SMB - Cable Markets” to “Residential & SMB - Incumbent Broadband Markets” and updated the description for revenues previously reported as “Residential & SMB - Glo Fiber Markets” to “Residential & SMB - Glo Fiber Expansion Markets.”

Residential & SMB - Incumbent Broadband Markets revenue
Residential & SMB - Incumbent Broadband Markets revenue for the three months ended June 30, 2024 increased approximately $0.6 million, or 1.3%, compared with the three months ended June 30, 2023, primarily driven by $1.8 million of revenue from Horizon, partially offset by a 17.0% year-over-year decline in video RGUs.

Residential & SMB - Glo Fiber Expansion Markets revenue
Residential & SMB - Glo Fiber Expansion Markets revenue for the three months ended June 30, 2024 increased approximately $5.9 million, or 72.6%, compared with the three months ended June 30, 2023, primarily driven by $0.5 million of revenue from Horizon and a 56.3% year-over-year growth in data RGUs driven by the Company’s expansion of Glo Fiber and a 8.8% increase in data ARPU.

Commercial Fiber revenue
Commercial Fiber revenue for the three months ended June 30, 2024 increased approximately $9.7 million, or 94.3%, compared with the three months ended June 30, 2023, primarily driven by $10.9 million of revenue from Horizon, partially offset by the expected decline in T-Mobile revenue from prior period backhaul circuit disconnects as part of the previously disclosed decommissioning of the former Sprint network.
27


RLEC & Other revenue
RLEC & Other revenue for the three months ended June 30, 2024 increased approximately $3.0 million, or 78.5%, compared with the three months ended June 30, 2023, primarily driven by $3.6 million of revenue from Horizon, partially offset by a 28% year-over-year decline in RLEC data RGUs as customers migrate to cable and fiber based products.

Cost of services
Cost of services for the three months ended June 30, 2024, increased approximately $9.8 million, or 39.5%, compared with the three months ended June 30, 2023, primarily driven by $8.9 million of cost of services from Horizon and higher inventory and maintenance costs resulting as the Company continues to expand the Glo Fiber network and a non-recurring charge related to exiting a planned Glo Fiber expansion market due to further analysis of projected market economics.

Selling, general and administrative
Selling, general and administrative expense for the three months ended June 30, 2024, increased $5.2 million, or 20.8%, compared with the three months ended June 30, 2023, primarily driven by $4.1 million of recurring selling, general and administrative costs from Horizon, and $0.6 million primarily attributable to higher advertising and sales headcount to support the Glo Fiber expansion.

Integration and acquisition
Integration and amortization expense for the three months ended June 30, 2024, increased $11.0 million compared with the three months ended June 30, 2023, primarily driven by non-recurring acquisition-related costs related to the Horizon Transaction and integration of Horizon and Shentel’s operating activities.

Depreciation and amortization
Depreciation and amortization increased $9.7 million, or 61.6%, compared with the three months ended June 30, 2023, primarily driven by $8.3 million of depreciation and amortization related to acquired tangible and intangible assets from Horizon and the Company’s expansion of its Glo Fiber network.

Other income (expense), net
Other expense, net was $2.1 million for the three months ended June 30, 2024 compared with other income, net of $0.2 million for the three months ended June 30, 2023, primarily driven by an increase in interest expense due to a higher outstanding debt balance during the three months ended June 30, 2024 compared to the three months ended June 30, 2023, partially offset by patronage income recorded as a result of patronage distributions received during the three months ended June 30, 2024.

Income tax (benefit) expense
The Company recognized $5.2 million of income tax benefit for the three months ended June 30, 2024, compared with $1.5 million of income tax expense for the three months ended June 30, 2023. The $6.7 million increase in income tax benefit was driven by higher pre-tax loss from continuing operations during the three months ended June 30, 2024.
28


Six Months Ended June 30, 2024 Compared with the Six Months Ended June 30, 2023

The Company’s consolidated results from operations are summarized as follows:
Six Months Ended June 30,Change
($ in thousands)2024% of Revenue2023% of Revenue$%
External revenue
Residential & SMB - Incumbent Broadband Markets$89,330 57.6 %$89,159 66.6 %$171 0.2 %
Residential & SMB - Glo Fiber Expansion Markets26,211 16.9 %15,167 11.3 %11,044 72.8 %
Commercial Fiber29,298 18.9 %21,951 16.4 %7,347 33.5 %
RLEC & Other10,208 6.6 %7,532 5.6 %2,676 35.5 %
Total revenue155,047 100.0 %133,809 100.0 %21,238 15.9 %
Operating expenses
Cost of services60,526 39.0 %50,183 37.5 %10,343 20.6 %
Selling, general and administrative58,217 37.5 %51,069 38.2 %7,148 14.0 %
Integration and acquisition11,943 7.7 %432 0.3 %11,511 NMF
Impairment expense— — %1,020 0.8 %(1,020)(100.0)%
Depreciation and amortization43,022 27.7 %30,916 23.1 %12,106 39.2 %
Total operating expenses173,708 112.0 %133,620 99.9 %40,088 30.0 %
Operating (loss) income$(18,661)(12.0)%$189 0.1 %$(18,850)NMF
Other income (expense):
Other (expense) income, net(4,428)(2.9)%1,294 1.0 %(5,722)NMF
(Loss) income from continuing operations before income taxes(23,089)(14.9)%1,483 1.1 %(24,572)NMF
Income tax (benefit) expense(6,226)(4.0)%2,141 1.6 %(8,367)NMF
Loss from continuing operations(16,863)(10.9)%(658)(0.5)%(16,205)NMF
Income from discontinued operations, net of tax218,687 141.0 %4,514 3.4 %214,173 NMF
Net income
$201,824 130.2 %$3,856 2.9 %$197,968 NMF

Residential & SMB - Incumbent Broadband Markets revenue
Residential & SMB - Incumbent Broadband Markets revenue for the six months ended June 30, 2024 increased approximately $0.2 million, or 0.2%, compared with the six months ended June 30, 2023, primarily driven by $1.8 million of revenue from Horizon, partially offset by a 15.4% year-over-year decline in video RGUs.

Residential & SMB - Glo Fiber Expansion Markets revenue
Residential & SMB - Glo Fiber Expansion Markets revenue for the six months ended June 30, 2024 increased approximately $11.0 million, or 72.8%, compared with the six months ended June 30, 2023, primarily driven by $0.5 million of revenue from Horizon and 56.3% year-over-year growth in data RGUs driven by the Company’s expansion of Glo Fiber and a 9.2% increase in data ARPU.

Commercial Fiber revenue
Commercial Fiber revenue for the six months ended June 30, 2024 increased approximately $7.3 million, or 33.5%, compared with the six months ended June 30, 2023, primarily driven by $10.9 million of revenue from Horizon, partially offset by the expected decline in T-Mobile revenue from prior period backhaul circuit disconnects as part of the previously disclosed decommissioning of the former Sprint network.

RLEC & Other revenue
RLEC & Other revenue for the six months ended June 30, 2024 increased approximately $2.7 million, or 35.5%, compared with the six months ended June 30, 2023, primarily driven by $3.6 million of revenue from Horizon, partially offset by a 28% year-over-year decline in RLEC data RGUs as customers migrate to cable and fiber based products.
29


Cost of services
Cost of services for the six months ended June 30, 2024, increased approximately $10.3 million, or 20.6%, compared with the six months ended June 30, 2023, primarily driven by $8.9 million of cost of services from Horizon and higher inventory and maintenance costs resulting as the Company continues to expand the Glo Fiber network and a non-recurring charge related to exiting a planned Glo Fiber expansion market due to competitive broadband overbuild activity.

Selling, general and administrative
Selling, general and administrative expense for the six months ended June 30, 2024, increased $7.1 million, or 14.0%, compared with the six months ended June 30, 2023, primarily driven by $4.1 million of recurring selling, general and administrative costs acquired from Horizon, higher advertising costs and sales headcount associated with the Company’s expansion of Glo Fiber.

Integration and acquisition
Integration and amortization expense for the three months ended June 30, 2024, increased $11.5 million compared with the three months ended June 30, 2023, primarily driven by non-recurring Horizon acquisition-related costs related to banking, legal, accounting, and other similar services and severance costs for employees who will not be retained permanently.

Depreciation and amortization
Depreciation and amortization increased $12.1 million, or 39.2%, compared with the six months ended June 30, 2023, primarily driven by $8.3 million of depreciation and amortization related to acquired tangible and intangible assets from Horizon and the Company’s expansion of its Glo Fiber network.

Other income (expense), net
Other expense, net was $4.4 million for the six months ended June 30, 2024 compared with other income, net of $1.3 million for the six months ended June 30, 2023, primarily driven by an increase in interest expense due to a higher outstanding debt balance during the six months ended June 30, 2024 compared to the six months ended June 30, 2023, partially offset by patronage income recorded as a result of patronage distributions received during the six months ended June 30, 2024.

Income tax (benefit) expense
The Company recognized $6.2 million of income tax benefit for the six months ended June 30, 2024, compared with $2.1 million of income tax expense for the six months ended June 30, 2023. The $8.4 million increase in income tax benefit was driven by higher pre-tax loss from continuing operations during the six months ended June 30, 2024.


30

Additional Information

Shentel provides broadband internet, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial cable networks. We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. Shentel’s Broadband business also provides voice and DSL telephone services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. These integrated networks are connected by over 16,000 route miles of fiber.

The following table indicates selected operating statistics:
 June 30,
2024
June 30,
2023
Homes and businesses passed (1)530,076 396,035 
Incumbent Broadband Markets (4)232,531 213,188 
Glo Fiber Expansion Markets (5)297,545 182,847 
Residential & Small and Medium Business ("SMB") Revenue Generating Units ("RGUs"):
Broadband Data164,566 142,247 
Incumbent Broadband Markets (4)111,256 109,404 
Glo Fiber Expansion Markets (5)53,310 32,843 
Video42,079 44,800 
Voice44,126 40,313 
Total Residential & SMB RGUs (excludes RLEC)
250,771 227,360 
Residential & SMB Penetration (2)
Broadband Data31.0 %35.9 %
Incumbent Broadband Markets (4)47.8 %51.3 %
Glo Fiber Expansion Markets (5)17.9 %18.0 %
Video7.9 %11.3 %
Voice8.7 %10.7 %
Residential & SMB Average Revenue per User ("ARPU") (6)
Broadband Data$83.70 $81.03 
Incumbent Broadband Markets (4)$84.53 $82.55 
Glo Fiber Expansion Markets (5)$81.86 $75.63 
Video$117.12 $106.21 
Voice$24.95 $25.35 
Fiber route miles16,029 9,082 
Total fiber miles (3)1,798,211 767,173 
_______________________________________________________
(1)Homes and businesses are considered passed (“passings”) if we can connect them to our network without further extending the distribution system. Passings is an estimate based upon the best available information. Passings will vary among video, broadband data and voice services.
(2)Penetration is calculated by dividing the number of users by the number of passings or available homes, as appropriate.
(3)Total fiber miles are measured by taking the number of fiber strands in a cable and multiplying that number by the route distance. For example, a 10 mile route with 144 fiber strands would equal 1,440 fiber miles.
(4)Incumbent Broadband Markets consists of Shentel Incumbent Cable Markets and Horizon Incumbent Telephone Markets with Fiber-To-The-Home (“FTTH”) passings.
(5)Glo Fiber Expansion Markets consists of FTTH passings in greenfield expansion markets in the Shentel and former Horizon markets.
(6)Average Revenue Per RGU calculation = (Residential & SMB Revenue) / average RGUs / 3 months.
31

Financial Condition, Liquidity and Capital Resources

Sources and Uses of Cash: The Company’s principal sources of liquidity are our cash and cash equivalents, cash generated from operations, and borrowings under our Credit Agreement, dated July 1, 2021 (as amended by (i) Amendment No. 1 to Credit Agreement, dated as of May 17, 2023, (ii) Consent and Amendment No. 2 to Credit Agreement, dated as of October 24, 2023, and Amendment No. 3, dated as of April 1, 2024, the “Credit Agreement”). The Credit Agreement contains (i) a $150 million, available revolving credit facility due June 2026 (the “Revolver”), (ii) a $150 million delayed draw amortizing term loan due June 2026 (“Term Loan A-1”), (iii) a $150 million delayed draw amortizing term loan due June 2028 (“Term Loan A-2”), and (iv) a $225 million delayed draw amortizing term loan due June 2028 (“Term Loan A-3” and collectively with Term Loan A-1 and Term Loan A-2, the “Term Loans”).

In 2021, Congress passed the American Rescue Plan Act to subsidize the deployment of high-speed broadband internet access in unserved areas. We have been awarded approximately $86.3 million in grants to serve approximately 25,000 unserved homes in the states of Virginia, West Virginia and Maryland. The grants will be paid to the Company as certain milestones are completed. The Company expects to fulfill its obligations under these programs by 2026.

Prior to the Horizon Transaction, Horizon entered into agreements with the Department of Development in Ohio under the state’s Ohio Residential Broadband Expansion program. As part of these agreements, Horizon committed to expand its broadband network resulting in total project costs of $57.4 million, with government matching grants totaling $30.1 million. Approximately $18.0 million of the grant was paid to Horizon up-front, while the remainder will be paid upon the achievement of specified milestones. Shentel assumed these agreements as a result of the Horizon Transaction and is therefore obligated under these programs to continue the build-out of this network. If Shentel fails to complete the build-out, Shentel may be required to repay a portion or all of the grant that Horizon received prior to the acquisition. Horizon was also granted $27.5 million by the National Telecommunications and Information Administration under its Middle Mile Grant Program.

As of June 30, 2024, our cash and cash equivalents totaled $44 million and the availability under our Revolver and Term Loan A-3 was $368 million, for total available liquidity of approximately $412 million. As discussed in Note 1, Basis of Presentation and Other Information in Part I, Item 1 of this quarterly report on Form 10-Q, Shentel entered into various agreements on April 1, 2024, which affected the Company’s liquidity. The Company utilized approximately $349 million to fund the Horizon Transaction, including payment of certain capital expenditures and payments for various transaction costs. Furthermore, the Company received $81 million in exchange for the issuance of Series A Preferred Stock. Finally, the Company amended its Credit Agreement, resulting in incremental delay draw term loan commitments under the Credit Agreement in an aggregate amount equal to $225 million and an increase in the revolving commitment under the Credit Agreement of $50 million.

As discussed above, Shentel sold its Tower Portfolio for $309.9 million in cash during the six months ended June 30, 2024. The majority of these cash proceeds was used to fund Shentel’s purchase of Horizon Telcom on April 1, 2024.

Net cash provided by operating activities from continuing operations was approximately $23.2 million during the six months ended June 30, 2024, representing a decrease of $40.3 million compared with the prior year period, primarily driven by lower current tax refunds received during the six months ended June 30, 2024 and changes in working capital.

Net cash used in investing activities from continuing operations was approximately $489.0 million during the six months ended June 30, 2024, representing an increase of $354.3 million compared with the prior year period, primarily driven by the payment of $349.4 million to acquire Horizon and to cover transaction costs related to the acquisition, a $15.7 million increase in capital expenditures driven by expansion of Glo Fiber and government-subsidized markets, partially offset by $7.7 million of grants received related to government funded infrastructure expansion programs.

Net cash provided by financing activities from continuing operations was approximately $70.0 million during the six months ended June 30, 2024, representing an increase of $21.9 million compared with the prior year period, primarily driven by the issuance of $81 million in Shentel’s Series A Preferred Stock, partially offset by $50 million in lower borrowings against Shentel’s Credit Agreement, $4.1 million in higher cash outflows for debt amendment costs, $2.6 million in cash outflows for principal payments on outstanding debt and $1.6 million in cash outflows for financing costs related to the issuance of the Company’s Series A Preferred Stock.

Indebtedness: To date, Shentel has borrowed $150 million under each of Term Loans A-1 and A-2 available under the Credit Agreement for a total of $300 million. As of June 30, 2024, the Company’s indebtedness totaled approximately $297.3 million, net of unamortized loan fees of $0.1 million. The borrowed amounts bear interest at a variable rate determined by one-month term SOFR, plus a margin based on net leverage. At June 30, 2024 Term Loan A-1 had a margin of 1.85% and Term Loan A-2 had a margin of 2.10%. The interest rate was 7.19% for Term Loan A-1 at June 30, 2024 and 7.44% for Term Loan A-2 at June 30, 2024.

32

Shentel’s Term Loans require quarterly principal repayments based on a percentage of the outstanding balance. Term Loan A-1 requires quarterly repayments of 0.63% from March 31, 2024 through June 30, 2024, then increasing to 1.25% quarterly from September 30, 2024 through March 31, 2026, with the remaining balance due June 30, 2026. Term Loan A-2 requires quarterly principal repayments of 0.25% from March 31, 2024 through March 31, 2028, with the remaining balance due June 30, 2028.

Refer to Note 9, Debt, in the Company’s unaudited condensed consolidated financial statements for more information about the Credit Agreement.

As of June 30, 2024, the Company was in compliance with the financial covenants in our Credit Agreement.

We expect our cash on hand, cash flows from continuing operations, and availability of funds from our Credit Agreement as well as government grants will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months. There can be no assurance that we will continue to generate cash flows at or above current levels.

During the six months ended June 30, 2024, our capital expenditures of $150.9 million exceeded our net cash provided by operating activities of continuing operations by $127.7 million, and we expect our capital expenditures to exceed the cash flows provided from continuing operations through 2026, as we expand our Glo Fiber broadband network.

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

Our cash flows from operations could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions including rising inflation, regulatory requirements, changes in technologies, changes in competition, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions. Our ability to attract and maintain a sufficient customer base is critical to our ability to maintain positive cash flows from operations. The foregoing events individually or collectively could affect our results.

Critical Accounting Policies

There have been no material changes to the critical accounting policies previously disclosed in Part II, Item 8 of our 2023 Form 10-K for the year ended December 31, 2023.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have borrowed a total of $300 million pursuant to the variable rate delayed draw Term Loans available under the Credit Agreement. As of December 31, 2023, Shentel has borrowed the full amount available under our Term Loans A-1 and A-2.

As of June 30, 2024, the Company had $297.4 million of gross variable rate debt outstanding, bearing interest at 7.19% and 7.44% for Term Loan A-1 and Term Loan A-2, respectively. An increase in market interest rates of 1.00% would add approximately $2.9 million to annual interest expense.

In May 2023, Shentel entered into pay fixed, receive variable interest rate swaps totaling $150.0 million of notional principal (the “Swaps”). The Swaps contain monthly payment terms that became effective in May 2024 which extend through their maturity dates in June 2026. The Swaps are designated as cash flow hedges, representing 50% of the Company’s expected outstanding debt. The Company uses the Swaps to manage its exposure to interest rate risk for a portion of its long-term variable-rate Term Loans through interest rate swaps. When the Swaps’ payments term began, Shentel effectively pays a fixed weighted-average interest rate of 2.90%, prior to interest rate margin provided under our credit facility.
 
ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer (the certifying officers) have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2024. Our certifying officers concluded that our disclosure controls and procedures were effective as of June 30, 2024.

Changes in Internal Control over Financial Reporting

33

There have been no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
34

PART II

ITEM 1. LEGAL PROCEEDINGS

We are currently involved in, and may in the future become involved in, legal proceedings, claims and investigations in the ordinary course of our business. Although the results of these legal proceedings, claims and investigations cannot be predicted with certainty, we do not believe that the final outcome of any matters that we are currently involved in are reasonably likely to have a material adverse effect on our business, financial condition, results of operations or cash flows. Regardless of final outcomes, however, any such proceedings, claims, and investigations may nonetheless impose a significant burden on management and employees and be costly to defend, with unfavorable preliminary or interim rulings.

ITEM 1A. RISK FACTORS

We discuss in our Annual Report on Form 10-K various risks that may materially affect our business. We use this section to update this discussion to reflect material developments since our Form 10-K was filed. As of June 30, 2024, the Company has not identified any needed updates to the risk factors included in our most recent Form 10-K.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, on the Closing Date, Shentel acquired 100% of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor, which is one of the Sellers (the “Selling Shareholder”); and (ii) paying $305 million in cash consideration to the other Sellers and certain third parties, including Horizon’s existing lenders to discharge debt. Cash consideration paid also included purchase price adjustments for capital expenditure reimbursements and working capital subject to subsequent adjustments as defined in the merger agreement. The Selling Shareholder agreed to an investor rights agreement with the Company that includes among other provision, a one year lockup period for the 4,100,375 shares of Common Stock received. The sale of these securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, based upon representations made to us by the Selling Shareholder.

Use of Proceeds from Registered Securities

None.

Purchases of Equity Securities by the Issuer or Affiliated Purchasers

In conjunction with the vesting of stock awards or exercise of stock options, the grantees may surrender awards necessary to cover the statutory tax withholding requirements and any amounts required to cover stock option strike prices associated with the transaction. The following table provides information about shares surrendered during the quarter ended June 30, 2024, to settle employee tax withholding obligations related to the vesting of stock awards.

(in thousands, except per share amounts)Number of Shares
Surrendered
Average Price
Paid per Share
April 1 to April 30$—
May 1 to May 31$—
June 1 to June 3012$18.37
Total12

35

ITEM 5. OTHER INFORMATION

During the three months ended June 30, 2024, none of our officers or directors adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

36

ITEM 6.     Exhibits Index

Exhibit No.Exhibit Description
2.1***
Purchase and Sale Agreement, dated February 29, 2024, by and among Shenandoah Mobile, LLC and Vertical Bridge Holdco, LLC (incorporated by reference to Exhibit 10.1 to Shentel’s Current Report on Form 8-K filed March 1, 2024).
2.2***
Amendment No. 1 to Purchase and Sale Agreement, dated March 29, 2024, by and among Shenandoah Mobile, LLC and Vertical Bridge Holdco, LLC (incorporated by reference to Exhibit 2.2 to Shentel’s Current Report on Form 8-K filed March 29, 2024).
2.3***
First Amendment to Agreement and Plan of Merger, dated April 1, 2024, by and among Shenandoah Telecommunications Company and Novacap TMT V, L.P., as Seller Representative (incorporated by reference to Exhibit 2.2 to Shentel’s Current Report on Form 8-K filed April 1, 2024).
10.1***
Investor Rights Agreement, dated April 1, 2024, between Shenandoah Telecommunications Company and LIF Vista, LLC (incorporated by reference to Exhibit 10.2 to Shentel’s Current Report on Form 8-K filed April 1, 2024).
10.2***
Registration Rights Agreement, dated April 1, 2024, by and among Shenandoah Telecommunications Company, ECP Fiber Holdings, LP and, solely for the limited purposes specified therein, Hill City Holdings, LP (incorporated by reference to Exhibit 10.3 to Shentel’s Current Report on Form 8-K filed April 1, 2024).
10.3***
Amendment No. 3 to Credit Agreement, dated April 1, 2024, by and among Shenandoah Telecommunications Company, certain of its subsidiaries, CoBank ACB, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to Shentel’s Current Report on Form 8-K filed April 1, 2024).
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
  
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
Certification of Principal Accounting Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32**
Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350.
 
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*    Filed herewith
**    This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act.
***    Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Shentel agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.
38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 SHENANDOAH TELECOMMUNICATIONS COMPANY
 
 /s/ James J. Volk
 James J. Volk
 
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 Date: August 7, 2024

39

EXHIBIT 31.1
 
CERTIFICATION

I, Christopher E. French, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Shenandoah Telecommunications Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d‑15(f)) for the registrant and have:

(1)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(2)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(3)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(4)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(1)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(2)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 


/S/ CHRISTOPHER E. FRENCH
Christopher E. French, President and Chief Executive Officer
(Principal Executive Officer)
Date:  August 7, 2024
 



EXHIBIT 31.2
 
CERTIFICATION
 
I, James J. Volk, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Shenandoah Telecommunications Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d‑15(f)) for the registrant and have:

(1)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(2)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(3)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(4)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(1)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(2)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 
 


/S/JAMES J. VOLK
James J. Volk, Senior Vice President – Chief Financial Officer
(Principal Financial Officer)
Date: August 7, 2024
 



EXHIBIT 31.3
 
CERTIFICATION

I, Dennis Romps, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Shenandoah Telecommunications Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d‑15(f)) for the registrant and have:

(1)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(2)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(3)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(4)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(1)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(2)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



/S/DENNIS ROMPS
Dennis Romps, Vice President - Chief Accounting Officer
(Principal Accounting Officer)
Date: August 7, 2024
 
 


EXHIBIT 32

Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned, the President and Chief Executive Officer and the Senior Vice President - Chief Financial Officer, of Shenandoah Telecommunications Company (the “Company”), hereby certifies that, on the date hereof:

(1)        The quarterly report on Form 10-Q of the Company for the three and six months ended June 30, 2024 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)        Information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 /S/CHRISTOPHER E. FRENCH
 Christopher E. French
 President and Chief Executive Officer
(Principal Executive Officer)
 August 7, 2024
  
 /S/JAMES J. VOLK
 James J. Volk
 Senior Vice President – Chief Financial Officer
(Principal Financial Officer)
 August 7, 2024

The foregoing certification is being furnished solely pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.  This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section.  This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent this Exhibit 32 is expressly and specifically incorporated by reference in any such filing.
 
 



v3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Jul. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 000-09881  
Entity Registrant Name SHENANDOAH TELECOMMUNICATIONS COMPANY  
Entity Incorporation, State or Country Code VA  
Entity Tax Identification Number 54-1162807  
Entity Address, Address Line One 500 Shentel Way  
Entity Address, City or Town Edinburg  
Entity Address, State or Province VA  
Entity Address, Postal Zip Code 22824  
City Area Code 540  
Local Phone Number 984-4141  
Title of 12(b) Security Common Stock (No Par Value)  
Trading Symbol SHEN  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   54,572,498
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0000354963  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 43,779 $ 139,255
Accounts receivable, net of allowance for credit losses of $1,333 and $886, respectively 29,639 19,782
Income taxes receivable 5,537 4,691
Prepaid expenses and other 20,567 11,782
Current assets held for sale 0 561
Total current assets 99,522 176,071
Investments 15,135 13,198
Property, plant and equipment, net 1,337,252 850,337
Goodwill and intangible assets, net 169,489 81,123
Operating lease right-of-use assets 20,444 13,024
Deferred charges and other assets 14,491 11,561
Non-current assets held for sale 0 68,915
Total assets 1,656,333 1,214,229
Current liabilities:    
Current maturities of long-term debt, net of unamortized loan fees 8,726 7,095
Accounts payable 57,725 53,546
Advanced billings and customer deposits 14,928 12,394
Accrued compensation 12,308 11,749
Current operating lease liabilities 3,138 2,222
Accrued liabilities and other 15,264 7,747
Current liabilities held for sale 0 3,602
Total current liabilities 112,089 98,355
Long-term debt, less current maturities, net of unamortized loan fees 288,570 292,804
Other long-term liabilities:    
Deferred income taxes 186,305 85,664
Benefit plan obligations 4,971 3,943
Non-current operating lease liabilities 11,431 7,185
Other liabilities 40,505 16,912
Non-current liabilities held for sale 0 56,696
Total other long-term liabilities 243,212 170,400
Commitments and contingencies (Note 15)
Temporary equity:    
Redeemable noncontrolling interest 79,380 0
Shareholders’ equity:    
Common stock, no par value, authorized $96,000; $54,572 and $50,272 issued and outstanding at June 30, 2024 and December 31, 2023, respectively 0 0
Additional paid in capital 143,784 66,933
Retained earnings 785,893 584,069
Accumulated other comprehensive income, net of taxes 3,405 1,668
Total shareholders’ equity 933,082 652,670
Total liabilities, temporary equity and shareholders’ equity $ 1,656,333 $ 1,214,229
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 1,333 $ 886
Common stock, shares authorized (in shares) 96,000,000 96,000,000
Common stock, shares issued (in shares) 54,572,000 50,272,000
Common stock, shares, outstanding (in shares) 54,572,000 50,272,000
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:        
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] Service revenue and other [Member] Service revenue and other [Member] Service revenue and other [Member] Service revenue and other [Member]
Service revenue and other $ 85,799 $ 66,644 $ 155,047 $ 133,809
Operating expenses:        
Cost of services exclusive of depreciation and amortization 34,541 24,753 60,526 50,183
Selling, general and administrative 30,239 25,041 58,217 51,069
Integration and acquisition 11,325 301 11,943 432
Impairment expense 0 836 0 1,020
Depreciation and amortization 25,579 15,831 43,022 30,916
Total operating expenses 101,684 66,762 173,708 133,620
Operating (loss) income (15,885) (118) (18,661) 189
Other (expense) income:        
Interest expense (3,996) (905) (8,072) (1,297)
Other income, net 1,908 1,082 3,644 2,591
(Loss) income from continuing operations before income taxes (17,973) 59 (23,089) 1,483
Income tax (benefit) expense (5,200) 1,459 (6,226) 2,141
Loss from continuing operations (12,773) (1,400) (16,863) (658)
Discontinued operations:        
(Loss) income from discontinued operations, net of tax (99) 3,190 1,882 4,514
Gain on the sale of discontinued operations, net of tax 0 0 216,805 0
Total (loss) income from discontinued operations, net of tax (99) 3,190 218,687 4,514
Net (loss) income (12,872) 1,790 201,824 3,856
Other comprehensive income:        
Gain on interest rate hedge, net of tax 143 2,127 1,737 2,127
Comprehensive (loss) income $ (12,729) $ 3,917 $ 203,561 $ 5,983
Net (loss) income per share, basic and diluted:        
Basic - Loss from continuing operations (in dollars per share) $ (0.24) $ (0.03) $ (0.32) $ (0.01)
Diluted - Loss from continuing operations (in dollars per share) (0.24) (0.03) (0.32) (0.01)
Basic - Income from discontinued operations, net of tax (in dollars per share) 0 0.07 4.16 0.09
Diluted - (Loss) income from discontinued operations, net of tax (in dollars per share) 0 0.07 4.16 0.09
Basic net (loss) income per share (in dollars per share) (0.24) 0.04 3.84 0.08
Diluted net (loss) income per share (in dollars per share) $ (0.24) $ 0.04 $ 3.84 $ 0.08
Weighted average shares outstanding, basic (in shares) 54,730 50,366 52,620 50,330
Weighted average shares outstanding, diluted (in shares) 54,730 50,366 52,620 50,330
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Shares of Common Stock
Additional Paid in Capital
Retained Earnings
Accumulated Other Comprehensive Income
Beginning balance (in shares) at Dec. 31, 2022 0        
Beginning balance at Dec. 31, 2022 $ 0        
Ending balance (in shares) at Jun. 30, 2023 0        
Ending balance at Jun. 30, 2023 $ 0        
Beginning balance (in shares) at Dec. 31, 2022   50,110,000      
Beginning balance at Dec. 31, 2022 638,007   $ 57,453 $ 580,554 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net (loss) income 3,856     3,856  
Stock based compensation (in shares)   220,000      
Stock-based compensation 6,730   6,730    
Common stock issued (in shares)   1,000      
Common stock issued 22   22    
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (in shares)   (67,000)      
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (1,317)   (1,317)    
Gain on interest rate hedge, net of tax 2,127       2,127
Ending balance (in shares) at Jun. 30, 2023   50,264,000      
Ending balance at Jun. 30, 2023 $ 649,425   62,888 584,410 2,127
Beginning balance (in shares) at Mar. 31, 2023 0        
Beginning balance at Mar. 31, 2023 $ 0        
Ending balance (in shares) at Jun. 30, 2023 0        
Ending balance at Jun. 30, 2023 $ 0        
Beginning balance (in shares) at Mar. 31, 2023   50,247,000      
Beginning balance at Mar. 31, 2023 642,780   60,160 582,620 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net (loss) income 1,790     1,790  
Stock based compensation (in shares)   24,000      
Stock-based compensation 2,878   2,878    
Common stock issued 11   11    
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (in shares)   (7,000)      
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (161)   (161)    
Gain on interest rate hedge, net of tax 2,127       2,127
Ending balance (in shares) at Jun. 30, 2023   50,264,000      
Ending balance at Jun. 30, 2023 $ 649,425   62,888 584,410 2,127
Beginning balance (in shares) at Dec. 31, 2023 0        
Beginning balance at Dec. 31, 2023 $ 0        
Increase (Decrease) in Temporary Equity [Roll Forward]          
Issuance of redeemable noncontrolling interest (in shares) 81,000        
Issuance of redeemable noncontrolling interest $ 79,380        
Ending balance (in shares) at Jun. 30, 2024 81,000        
Ending balance at Jun. 30, 2024 $ 79,380        
Beginning balance (in shares) at Dec. 31, 2023 50,272,000 50,272,000      
Beginning balance at Dec. 31, 2023 $ 652,670   66,933 584,069 1,668
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net (loss) income 201,824     201,824  
Stock based compensation (in shares)   285,000      
Stock-based compensation 6,673   6,673    
Common stock issued (in shares)   4,100,000      
Common stock issued 71,849   71,849    
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (in shares)   (85,000)      
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (1,671)   (1,671)    
Gain on interest rate hedge, net of tax $ 1,737       1,737
Ending balance (in shares) at Jun. 30, 2024 54,572,000 54,572,000      
Ending balance at Jun. 30, 2024 $ 933,082   143,784 785,893 3,405
Beginning balance (in shares) at Mar. 31, 2024 0        
Beginning balance at Mar. 31, 2024 $ 0        
Increase (Decrease) in Temporary Equity [Roll Forward]          
Issuance of redeemable noncontrolling interest (in shares) 81,000        
Issuance of redeemable noncontrolling interest $ 79,380        
Ending balance (in shares) at Jun. 30, 2024 81,000        
Ending balance at Jun. 30, 2024 $ 79,380        
Beginning balance (in shares) at Mar. 31, 2024   50,447,000      
Beginning balance at Mar. 31, 2024 871,643   69,616 798,765 3,262
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net (loss) income (12,872)     (12,872)  
Stock based compensation (in shares)   37,000      
Stock-based compensation 2,538   2,538    
Common stock issued (in shares)   4,100,000      
Common stock issued 71,845   71,845    
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (in shares)   (12,000)      
Shares surrendered for settlement of employee taxes upon issuance of vested equity awards (215)   (215)    
Gain on interest rate hedge, net of tax $ 143       143
Ending balance (in shares) at Jun. 30, 2024 54,572,000 54,572,000      
Ending balance at Jun. 30, 2024 $ 933,082   $ 143,784 $ 785,893 $ 3,405
v3.24.2.u1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net (loss) income $ 201,824 $ 3,856
Income from discontinued operations, net of tax 218,687 4,514
Loss from continuing operations (16,863) (658)
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of business acquisition    
Depreciation and amortization 43,022 30,916
Stock-based compensation expense, net of amount capitalized 6,236 6,320
Impairment expense 0 1,020
Deferred income taxes (6,226) 2,860
Provision for credit losses 1,266 1,141
Other, net 150 (313)
Changes in assets and liabilities:    
Accounts receivable 965 4,499
Current income taxes 234 25,108
Operating lease assets and liabilities, net (233) 73
Other assets (3,354) 2,233
Accounts payable (1,140) (3,012)
Other deferrals and accruals (882) (6,696)
Net cash provided by operating activities - continuing operations 23,175 63,491
Net cash (used in) provided by operating activities - discontinued operations (5,476) 6,309
Net cash provided by operating activities 17,699 69,800
Cash flows from investing activities:    
Capital expenditures (150,914) (135,261)
Government grants received 7,653 110
Cash disbursed for acquisition, net of cash acquired (347,411) 0
Proceeds from sale of assets and other 1,715 508
Net cash used in investing activities - continuing operations (488,957) (134,643)
Net cash provided by (used in) investing activities - discontinued operations 305,827 (1,007)
Net cash used in investing activities (183,130) (135,650)
Cash flows from financing activities:    
Principal payments on long-term debt (2,618) 0
Proceeds from credit facility borrowings 0 50,000
Payments for debt amendment costs (4,390) (300)
Proceeds from the issuance of redeemable noncontrolling interest, net of financing fees paid 79,380 0
Taxes paid for equity award issuances (1,671) (1,317)
Payments for financing arrangements and other (746) (290)
Net cash provided by financing activities 69,955 48,093
Net decrease in cash and cash equivalents (95,476) (17,757)
Cash and cash equivalents, beginning of period 139,255 44,061
Cash and cash equivalents, end of period 43,779 26,304
Supplemental Disclosures of Cash Flow Information    
Interest paid, net of amounts capitalized (6,526) (841)
Income tax (paid) refunds received, net $ (7,085) $ 25,481
v3.24.2.u1
Basis of Presentation and Other Information
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Other Information Basis of Presentation and Other Information
Shenandoah Telecommunications Company and its subsidiaries (collectively, “Shentel”, “we”, “our”, “us”, or the “Company”) provide broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial cable networks. We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area. Shentel’s Broadband business also provides voice and DSL telephone services as a Rural Local Exchange Carrier (“RLEC”) to customers in Shenandoah County and portions of adjacent counties in Virginia, and in Ross County and portions of adjacent counties in Ohio. These integrated networks are connected by a fiber network.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial information. All normal recurring adjustments considered necessary for a fair presentation have been included. Certain disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2023.

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an on-going basis we evaluate significant estimates and assumptions, including, but not limited to, revenue recognition, stock-based compensation, estimated useful lives of assets, impairment of goodwill and indefinite-lived intangible assets, intangible assets subject to amortization, the computation of income taxes and the fair value of interest rate swaps. Future events and their effects cannot be predicted with certainty; accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment changes. Management evaluates and updates assumptions and estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Horizon Transaction

On April 1, 2024 (the “Closing Date”), Shentel completed its previously announced acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company (“Horizon”), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, on the Closing Date, Shentel acquired 100% of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor, which is one of the Sellers (the “Selling Shareholder”); and (ii) paying $305 million in cash consideration to the other Sellers and certain third parties, including Horizon’s existing lenders to discharge debt (collectively, the “Horizon Transaction”). Cash consideration paid also included purchase price adjustments for capital expenditure reimbursements and working capital subject to subsequent adjustments as defined in the merger agreement. The Selling Shareholder agreed to an investor rights agreement with the Company that includes among other provision, a one year lockup period for the shares of Common Stock received.

Horizon is a leading commercial fiber provider in Ohio and adjacent states serving national wireless providers, carriers, enterprises, and government, education and healthcare customers. The acquisition of Horizon will allow Shentel to advance its fiber expansion strategy by doubling the size of the Company’s commercial fiber business and adding new expansion markets for its Glo Fiber business.

Refer to Note 2, Acquisition of Horizon, for more information regarding the Horizon Transaction and its impact on the Company’s financial statements.

Series A Preferred Stock
Contemporaneously with the execution of the Merger Agreement, on October 24, 2023, Shentel and Shentel Broadband Holding Inc., a wholly-owned subsidiary of Shentel (“Shentel Broadband”), entered into an investment agreement (the “Investment Agreement”) with ECP Fiber Holdings, LP, a Delaware limited partnership (“ECP Investor”), and, solely for the limited purposes set forth therein, Hill City Holdings, LP, a Delaware limited partnership affiliated with ECP Investor. Subject to the terms and conditions set forth in the Investment Agreement, on the Closing Date, Shentel Broadband issued to ECP Investor 81,000 shares of Shentel Broadband’s 7% Series A Participating Exchangeable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share in exchange for $81 million in cash. The Series A Preferred Stock is exchangeable at the option of the Investor in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share (as it may be adjusted pursuant to the terms of the Investment Agreement, the “Exchange Price”).

As a condition to closing the transactions contemplated by the Investment Agreement and Amendment No. 3 to the Credit Agreement, Shentel completed a corporate reorganization of Shentel’s subsidiaries (the “Reorganization”). As a result of the Reorganization effected on the Closing Date, Shentel Broadband Operations LLC, a wholly-owned subsidiary of Shentel Broadband, holds or has equity interest in substantially all of the operating assets of Shentel and was assigned and assumed the Credit Agreement.

On the Closing Date, Shentel Broadband filed a certificate of designations with the Secretary of State of the State of Delaware authorizing 100,000 shares of Series A Preferred Stock and setting forth the powers, designations, preferences, rights, qualifications, limitations and restrictions of the Series A Preferred Stock (the “Certificate of Designations”). The Series A Preferred Stock ranks senior to Shentel’s Common Stock with respect to the payment of dividends and with respect to the distribution of assets upon Shentel Broadband’s liquidation, dissolution or winding up. Dividends on the Series A Preferred Stock accrue at 7% per annum compounded and payable quarterly in arrears, and, at Shentel’s option, may be paid in cash or in kind (such dividends paid in kind, “PIK Dividends”). The PIK Dividend rate is subject to increase to 8.5% and 10% after the fifth and seventh anniversaries of the Closing Date, respectively, to the extent any dividends accrued during the period from and including such anniversary dates are paid in the form of PIK Dividends.

Beginning two years after the Closing Date, Shentel may require the Investor to exchange the Series A Preferred Stock for shares of Common Stock if the price per share of the Common Stock exceeds 125% of the Exchange Price, subject to certain conditions. After five years, Shentel may redeem all of the Series A Preferred Stock for the greater of (i) $1,000 per share, plus (a) any accrued PIK Dividend amount and (b) accrued and unpaid dividends to, but excluding the redemption date (to the extent such accrued and unpaid dividends are not included in such PIK Dividend amount), and (ii) the value of the shares of Common Stock for which such Series A Preferred Stock are exchangeable.

Under the terms of the Investment Agreement, the Investor has the right to nominate a director to the Board so long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock).

So long as the Investor beneficially owns at least 7.5% of Shentel’s outstanding Common Stock (including on an as exchanged basis with respect to the Series A Preferred Stock), the Investor is subject to certain standstill provisions and voting covenants and has certain other rights with respect to the shares of Series A Preferred Stock, including, among others, pre-emptive, information and participation rights. The shares of Series A Preferred Stock are subject to a lock-up until the first anniversary of the Closing Date and are subject to certain other transfer restrictions.

Refer to Note 12, Redeemable Noncontrolling Interest, for more information regarding the Series A Preferred Stock and its impact on the Company’s financial statements.

Amendment No. 3 to Credit Agreement

On April 1, 2024, Shentel entered into Amendment No. 3 to Credit Agreement, Incremental Term Loan Funding Agreement, Joinder and Assignment and Assumption (the “Third Amendment”) to its existing Credit Agreement, dated as of July 1, 2021, with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders (as previously amended by Amendment No. 1 to Credit Agreement, dated as of May 17, 2023, and Consent and Amendment No. 2 to Credit Agreement, dated October 24, 2023, the “Credit Agreement”).

The Third Amendment provides for, among other things, incremental delay draw term loan commitments under the Credit Agreement in an aggregate amount equal to $225 million and an increase in the revolving commitment under the Credit Agreement in an amount equal to $50 million. Refer to Note 9, Debt, for more information regarding the Credit Agreement.
Sale of Shentel’s Tower Portfolio

On March 29, 2024, Shenandoah Mobile, LLC, a wholly-owned subsidiary of Shenandoah Telecommunications Company, completed the initial closing of its previously disclosed sale of substantially all of Shentel’s tower portfolio and operations (“Tower Portfolio”) to Vertical Bridge Holdco, LLC for $309.9 million (the “Tower Transaction”). The Company received $305.8 million, net of certain transaction costs at the time of the initial closing. At the initial close, the Company conveyed sites representing approximately 99.5% of the tower portfolio value. The Company expects to convey the remaining tower sites in the portfolio by the end of March 2025. The Tower Transaction was completed pursuant to the terms of a Purchase and Sale Agreement, dated February 29, 2024, as amended by Amendment No. 1 to the Purchase and Sale Agreement, dated March 29, 2024.

The Tower Portfolio represented substantially all of the assets and operations in Shentel’s previously reported Tower Reporting Segment and the Tower Transaction represented a strategic shift in the Company’s business. Consequently, the Tower Portfolio has been reclassified as a discontinued operation. For all periods presented, the assets and liabilities that transferred in the Tower Transaction (the “disposal group”) are presented as held for sale in our unaudited condensed consolidated balance sheets, and operating results and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our unaudited condensed consolidated statements of comprehensive (loss) income and unaudited condensed consolidated statements of cash flows. Refer to Note 16, Discontinued Operations, for more information regarding the presentation of the disposal group in the Company’s financial statements.

As a result of the sale of the Tower Portfolio, the Company has one reportable segment. Consequently, segment reporting previously disclosed is no longer applicable.

Adoption of New Accounting Standards

There have been no material developments related to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s unaudited condensed consolidated financial statements and note disclosures from those disclosed in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, that would be expected to impact the Company.
v3.24.2.u1
Acquisition of Horizon
6 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Acquisition of Horizon Acquisition of Horizon
The Company accounted for the Horizon Transaction under the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, “Business Combinations”. Under the acquisition method of accounting, the total purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition based on their estimated fair values. Fair values are determined using the income approach, market approach and/or cost approach depending on the nature of the asset or liability being valued and the reliability of available information. The income approach estimates fair value by discounting associated lifetime expected future cash flows to their present value and relies on significant assumptions regarding future revenues, expenses, working capital levels and discount rates. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence.

The total purchase price used to apply the acquisition method was $416.2 million, which consisted of $349.4 million of cash consideration paid and $71.8 million of common stock, representing the fair value of 4,100,375 shares of Shentel’s common stock issued to a selling shareholder of Horizon. The fair value of Shentel’s common stock issued was determined on the basis of the opening market price of the common stock on the acquisition date. The purchase price is subject to adjustment for certain working capital adjustments and post-closing indemnities. The cash consideration paid was primarily financed with proceeds from the sale of Shentel’s Tower Portfolio and cash on-hand.

The allocation of the purchase price was based upon management’s preliminary valuation of the fair values of tangible and intangible assets acquired and liabilities assumed in the Horizon Transaction, with the excess recorded as goodwill. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The fair value of acquired identifiable assets and liabilties, including but not limited to, property, plant and equipment, intangible assets, operating lease right-of-use assets, deferred tax liabilities, and non-current operating lease liabilities, and the resulting impact on goodwill recognized, are provisional pending receipt of the final valuations for these balances.
(in thousands)Amount
Current and other assets$10,465 
Property, plant and equipment386,045 
Goodwill74,630 
Intangible assets14,249 
Operating lease right-of-use assets6,631 
Other long-term assets1,843 
Total assets acquired493,863 
Current liabilities$15,187 
Deferred tax liabilities32,218 
Non-current operating lease liabilities
3,778 
Government grant liabilities16,348 
Other long-term liabilities10,138 
Total liabilities assumed77,669 
Net assets acquired$416,194 

Finalization of the purchase price allocations is dependent on final review and acceptance of the independent appraiser’s valuation report.

Current and other assets acquired include $6.1 million of accounts receivable, net of allowance for credit losses of $0.3 million. Intangible assets acquired primarily relate to customer relationships. The customer relationships are valued using the cost approach to determine the cost that would be incurred to replace these assets. These represent finite-lived intangibles which are being amortized over the assets’ useful lives, which is estimated to be ten years.

The Company has included the results of the operations of Horizon for financial reporting purposes for the period subsequent to the date of acquisition.

In connection with the acquisition, Shentel incurred acquisition-related costs of $6.7 million and $7.1 million related to banking, legal, accounting, and other similar services for the three and six months ended June 30, 2024, respectively. Shentel also incurred severance costs for employees who will not be retained permanently. These costs are recorded as integration and acquisition expenses in the Company’s unaudited condensed consolidated statements of comprehensive (loss) income.

Horizon’s revenue of $16.7 million and loss before income taxes of $7.4 million for the three months ended June 30, 2024 are included in Shentel’s unaudited condensed consolidated statements of comprehensive (loss) income for both the three and six months ended June 30, 2024. The unaudited pro forma results of the Company, as if the Horizon Transaction had occurred on January 1, 2023, are as follows:

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
N/A
$83,164 $170,876 $166,740 
Loss before income taxes
N/A
$(3,952)$(26,911)$(7,116)

The pro forma disclosures shown above are based upon estimated preliminary valuations of the assets acquired and liabilities assumed as well as preliminary estimates of depreciation and amortization charges thereon, that may differ from the final fair values of the acquired assets and assumed liabilities and the resulting depreciation and amortization charges thereon. Other pro forma adjustments include the following:
historical depreciation expense was adjusted for the fair value adjustment increasing the basis of property, plant and equipment; this decrease was offset by a shorter estimated useful life to conform to the Company’s standard policy and the acceleration of depreciation on certain equipment;
incremental amortization due to the customer-based contract rights associated with acquired customers; and
removal of Horizon’s interest expense and amortization of deferred financing fees due to the repayment of the outstanding principal of Horizon’s debt.
v3.24.2.u1
Revenue from Contracts with Customers
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contracts with Customers Revenue from Contracts with Customers
The Company’s revenues by activity type are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Residential & SMB - Incumbent Broadband Markets1
$44,960 $44,403 $89,330 $89,159 
Residential & SMB - Glo Fiber Expansion Markets2
14,093 8,164 26,211 15,167 
Commercial Fiber19,921 10,253 29,298 21,951 
RLEC & Other6,825 3,824 10,208 7,532 
Service revenue and other$85,799 $66,644 $155,047 $133,809 
_______________________________________________________
1.Incumbent Broadband Markets consists of Shentel Incumbent Cable Markets and Horizon Incumbent Telephone Markets with Fiber-To-The-Home (“FTTH”) passings.
2.Glo Fiber Expansion Markets consists of FTTH passings in greenfield expansion markets in the Shentel and former Horizon markets.

Shentel updated the description for revenues previously reported as “Residential & SMB - Cable Markets” to “Residential & SMB - Incumbent Broadband Markets” and updated the description for revenues previously reported as “Residential & SMB - Glo Fiber Markets” to “Residential & SMB - Glo Fiber Expansion Markets.”

Contract Assets

The Company’s contract assets primarily include commissions incurred to acquire contracts with customers. The Company incurs commission expenses related to in-house and third-party vendors which are capitalized and amortized over the expected customer benefit period which is approximately six years. The Company’s current contract assets are included in prepaid expenses and other and the Company’s non-current contract assets are included in deferred charges and other assets in its unaudited condensed consolidated balance sheets. Amortization of capitalized commission expenses is recorded in selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of comprehensive (loss) income.

The following tables present the activity of current and non-current contract assets:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Beginning Balance$8,767 $8,756 $8,633 $8,646 
Commission payments1,564 793 2,415 1,684 
Contract asset amortization(986)(807)(1,703)(1,588)
Ending Balance$9,345 $8,742 $9,345 $8,742 

Contract Liabilities

The Company’s contract liabilities include services that are billed in advance and recorded as deferred revenue, as well as installation fees that are charged upfront without transfer of commensurate goods or services to the customer. The Company’s current contract liabilities are included in advanced billings and customer deposits in its unaudited condensed consolidated balance sheets and the Company’s non-current contract liabilities are included in other liabilities in its unaudited condensed consolidated balance sheets.

Shentel’s current contract liability balances were $11.7 million and $10.0 million at June 30, 2024 and December 31, 2023, respectively. Shentel’s non-current contract liability balances were $4.2 million and $1.0 million as of June 30, 2024 and
December 31, 2023, respectively. Shentel expects its current contract liability balances to be recognized as revenues during the twelve-month periods following the respective balance sheet dates and its non-current contract liability balances to be recognized as revenues after the twelve-month periods following the respective balance sheet dates.
v3.24.2.u1
Investments
6 Months Ended
Jun. 30, 2024
Investments [Abstract]  
Investments Investments
Investments consist of the following:
(in thousands)June 30,
2024
December 31,
2023
SERP investments at fair value$2,451 $2,290 
Cost method investments12,451 10,675 
Equity method investments233 233 
Total investments$15,135 $13,198 

SERP investments at fair value: The fair value of the SERP investments are based on unadjusted quoted prices in active markets and are classified as Level 1 of the fair value hierarchy.

Cost method investments: Shentel’s investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of the Company’s cost method investments with a balance of $11.8 million and $10.1 million at June 30, 2024 and December 31, 2023, respectively. Shentel recognized approximately $0.4 million and $0.2 million of patronage income in other income for the three months ended June 30, 2024 and 2023, respectively, and approximately $0.7 million and $0.3 million during the six months ended June 30, 2024 and 2023, respectively. The Company expects that approximately 88% of the patronage distributions will be collected in cash and 12% in equity in 2024.

Prior to the Horizon Transaction, Horizon held a $1.6 million investment in CoBank’s Class A common stock. Consequently, the value of Shentel’s investment in CoBank increased by a corresponding amount as a result of the Horizon Transaction.
v3.24.2.u1
Property, Plant and Equipment
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Property, Plant and Equipment
Property, plant and equipment consist of the following:
 
($ in thousands)Estimated Useful LivesJune 30,
2024
December 31,
2023
Land$4,514 $3,671 
Land improvements
10 years
4,448 4,448 
Buildings and structures
10 - 45 years
51,827 42,871 
Cable and fiber
12 - 30 years
1,174,670 799,612 
Equipment and software
4 - 12 years
407,291 331,595 
Plant in service 1,642,750 1,182,197 
Plant under construction 213,027 145,623 
Total property, plant and equipment 1,855,777 1,327,820 
Less: accumulated depreciation and amortization(518,525)(477,483)
Property, plant and equipment, net $1,337,252 $850,337 

Property, plant and equipment, net increased due primarily to capital expenditures driven by the Company’s Glo Fiber market expansion and assets acquired as a result of the Horizon Transaction. The Company’s accounts payable as of June 30, 2024 and December 31, 2023 included amounts associated with capital expenditures of approximately $54.6 million and $51.1 million, respectively. Depreciation and amortization expense was $25.1 million and $15.6 million during the three months ended June 30, 2024 and 2023, respectively, and $42.4 million and $30.7 million during the six months ended June 30, 2024 and 2023, respectively.
v3.24.2.u1
Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill and intangible assets consist of the following:
 June 30, 2024December 31, 2023
(in thousands)Gross
Carrying
Amount
Accumulated Amortization and OtherNetGross
Carrying
Amount
Accumulated Amortization and OtherNet
Goodwill$77,874 $— $77,874 $3,244 $— $3,244 
Indefinite-lived intangibles:
Cable franchise rights64,334 — 64,334 64,334 — 64,334 
FCC Spectrum licenses12,122 — 12,122 12,122 — 12,122 
Railroad crossing rights and other528 — 528 217 — 217 
Total indefinite-lived intangibles76,984 — 76,984 76,673 — 76,673 
Finite-lived intangibles:
Subscriber relationships42,447 (27,951)14,496 28,425 (27,370)1,055 
Other intangibles510 (375)135 510 (359)151 
Total finite-lived intangibles42,957 (28,326)14,631 28,935 (27,729)1,206 
Total goodwill and intangible assets$197,815 $(28,326)$169,489 $108,852 $(27,729)$81,123 
Shentel recognized $74.6 million of goodwill, $14.0 million of subscriber relationships and $0.2 million of other intangible assets as a result of the Horizon Transaction. The goodwill recognized primarily consists of synergies expected from combining the operations of Horizon and Shentel and intangible assets acquired that do not qualify for separate recognition, including an assembled workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. Amortization expense was $0.5 million and $0.1 million during the three months ended June 30, 2024 and 2023, respectively, and $0.6 million and $0.2 million during the six months ended June 30, 2024 and 2023, respectively.
v3.24.2.u1
Other Assets and Accrued Liabilities
6 Months Ended
Jun. 30, 2024
Other Liabilities Disclosure [Abstract]  
Other Assets and Accrued Liabilities Other Assets and Accrued Liabilities
Prepaid expenses and other, classified as current assets, included the following:
(in thousands)June 30,
2024
December 31,
2023
Prepaid maintenance expenses$7,893 $5,157 
Broadband contract acquisition costs2,977 2,675 
Interest rate swaps2,985 1,443 
Other6,712 2,507 
Prepaid expenses and other$20,567 $11,782 

Deferred charges and other assets, classified as long-term assets, included the following:
(in thousands)June 30,
2024
December 31,
2023
Broadband contract acquisition costs$6,368 $5,958 
Interest rate swaps1,565 798 
Prepaid expenses and other6,558 4,805 
Deferred charges and other assets$14,491 $11,561 
Accrued liabilities and other, classified as current liabilities, included the following:
(in thousands)June 30,
2024
December 31,
2023
Accrued programming costs$3,924 $3,209 
Other current liabilities11,340 4,538 
Accrued liabilities and other$15,264 $7,747 

Other liabilities, classified as long-term liabilities, included the following:
(in thousands)June 30,
2024
December 31,
2023
Noncurrent portion of deferred lease revenue$23,122 $14,670 
Government grant liabilities14,809 — 
Noncurrent portion of finance leases1,562 1,395 
Other1,012 847 
Other liabilities$40,505 $16,912 
v3.24.2.u1
Leases
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Leases Leases
The Company leases various broadband network and telecommunications sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business.

The components of lease costs were as follows:

ClassificationThree Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Finance lease cost
Amortization of leased assetsDepreciation$171 $119 $290 $238 
Interest on lease liabilitiesInterest expense24 19 43 39 
Operating lease cost
Operating expense1
1,104 792 1,840 1,648 
Lease cost$1,299 $930 $2,173 $1,925 
_________________________________________
(1)Operating lease expense is presented in cost of services or selling, general and administrative expense based on the use of the relevant facility.

The following table summarizes the expected maturity of lease liabilities as of June 30, 2024:
(in thousands)Operating LeasesFinance LeasesTotal
2024 (remainder of the year)$1,969 $166 $2,135 
20253,523 385 3,908 
20262,640 314 2,954 
20271,777 164 1,941 
20281,487 158 1,645 
2029 and thereafter8,206 1,201 9,407 
Total lease payments19,602 2,388 21,990 
Less: Interest(5,033)(518)(5,551)
Present value of lease liabilities$14,569 $1,870 $16,439 
Other information related to operating and finance leases was as follows:

June 30,
2024
December 31,
2023
Operating leases
Weighted average remaining lease term (years)8.67.1
Weighted average discount rate5.9 %5.0 %
Finance leases
Weighted average remaining lease term (years)9.712.3
Weighted average discount rate5.3 %5.2 %

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Cash paid for operating lease liabilities$1,053 $725 $1,818 $1,602 
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modification of existing leases)247 194 1,984 1,687 

The Company also has arrangements which generate lease revenue through operating lease agreements for the use of spare fiber capacity of its fiber network assets. Contract terms for these arrangements can range from 1 to 40 years and are billed monthly. Lease revenue from these arrangements was $1.7 million and $2.4 million for the three and six months ended June 30, 2024, respectively, and $0.6 million and $1.3 million for the three and six months ended June 30, 2023, respectively. These amounts are presented in service revenue and other in the Company’s unaudited condensed consolidated statements of comprehensive (loss) income. Contractual minimum rental receipts expected under the lease agreements in place as of June 30, 2024 is as follows:
(in thousands)Operating Leases
2024 (remainder of the year)$2,721 
20254,711 
20263,945 
20273,596 
20283,418 
2029 and thereafter23,606 
Total
$41,997 
Leases Leases
The Company leases various broadband network and telecommunications sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business.

The components of lease costs were as follows:

ClassificationThree Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Finance lease cost
Amortization of leased assetsDepreciation$171 $119 $290 $238 
Interest on lease liabilitiesInterest expense24 19 43 39 
Operating lease cost
Operating expense1
1,104 792 1,840 1,648 
Lease cost$1,299 $930 $2,173 $1,925 
_________________________________________
(1)Operating lease expense is presented in cost of services or selling, general and administrative expense based on the use of the relevant facility.

The following table summarizes the expected maturity of lease liabilities as of June 30, 2024:
(in thousands)Operating LeasesFinance LeasesTotal
2024 (remainder of the year)$1,969 $166 $2,135 
20253,523 385 3,908 
20262,640 314 2,954 
20271,777 164 1,941 
20281,487 158 1,645 
2029 and thereafter8,206 1,201 9,407 
Total lease payments19,602 2,388 21,990 
Less: Interest(5,033)(518)(5,551)
Present value of lease liabilities$14,569 $1,870 $16,439 
Other information related to operating and finance leases was as follows:

June 30,
2024
December 31,
2023
Operating leases
Weighted average remaining lease term (years)8.67.1
Weighted average discount rate5.9 %5.0 %
Finance leases
Weighted average remaining lease term (years)9.712.3
Weighted average discount rate5.3 %5.2 %

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Cash paid for operating lease liabilities$1,053 $725 $1,818 $1,602 
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modification of existing leases)247 194 1,984 1,687 

The Company also has arrangements which generate lease revenue through operating lease agreements for the use of spare fiber capacity of its fiber network assets. Contract terms for these arrangements can range from 1 to 40 years and are billed monthly. Lease revenue from these arrangements was $1.7 million and $2.4 million for the three and six months ended June 30, 2024, respectively, and $0.6 million and $1.3 million for the three and six months ended June 30, 2023, respectively. These amounts are presented in service revenue and other in the Company’s unaudited condensed consolidated statements of comprehensive (loss) income. Contractual minimum rental receipts expected under the lease agreements in place as of June 30, 2024 is as follows:
(in thousands)Operating Leases
2024 (remainder of the year)$2,721 
20254,711 
20263,945 
20273,596 
20283,418 
2029 and thereafter23,606 
Total
$41,997 
Leases Leases
The Company leases various broadband network and telecommunications sites, fiber optic cable routes, warehouses, retail stores and office facilities for use in our business.

The components of lease costs were as follows:

ClassificationThree Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Finance lease cost
Amortization of leased assetsDepreciation$171 $119 $290 $238 
Interest on lease liabilitiesInterest expense24 19 43 39 
Operating lease cost
Operating expense1
1,104 792 1,840 1,648 
Lease cost$1,299 $930 $2,173 $1,925 
_________________________________________
(1)Operating lease expense is presented in cost of services or selling, general and administrative expense based on the use of the relevant facility.

The following table summarizes the expected maturity of lease liabilities as of June 30, 2024:
(in thousands)Operating LeasesFinance LeasesTotal
2024 (remainder of the year)$1,969 $166 $2,135 
20253,523 385 3,908 
20262,640 314 2,954 
20271,777 164 1,941 
20281,487 158 1,645 
2029 and thereafter8,206 1,201 9,407 
Total lease payments19,602 2,388 21,990 
Less: Interest(5,033)(518)(5,551)
Present value of lease liabilities$14,569 $1,870 $16,439 
Other information related to operating and finance leases was as follows:

June 30,
2024
December 31,
2023
Operating leases
Weighted average remaining lease term (years)8.67.1
Weighted average discount rate5.9 %5.0 %
Finance leases
Weighted average remaining lease term (years)9.712.3
Weighted average discount rate5.3 %5.2 %

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Cash paid for operating lease liabilities$1,053 $725 $1,818 $1,602 
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modification of existing leases)247 194 1,984 1,687 

The Company also has arrangements which generate lease revenue through operating lease agreements for the use of spare fiber capacity of its fiber network assets. Contract terms for these arrangements can range from 1 to 40 years and are billed monthly. Lease revenue from these arrangements was $1.7 million and $2.4 million for the three and six months ended June 30, 2024, respectively, and $0.6 million and $1.3 million for the three and six months ended June 30, 2023, respectively. These amounts are presented in service revenue and other in the Company’s unaudited condensed consolidated statements of comprehensive (loss) income. Contractual minimum rental receipts expected under the lease agreements in place as of June 30, 2024 is as follows:
(in thousands)Operating Leases
2024 (remainder of the year)$2,721 
20254,711 
20263,945 
20273,596 
20283,418 
2029 and thereafter23,606 
Total
$41,997 
v3.24.2.u1
Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
Shentel Broadband Operations LLC, an indirect wholly owned subsidiary of Shentel, has a credit agreement, dated as of July 1, 2021 (as amended by (i) Amendment No. 1 to Credit Agreement, dated as of May 17, 2023, (ii) Consent and Amendment No. 2 to Credit Agreement, dated as of October 24, 2023, and (iii) Amendment No. 3, dated as of April 1, 2024, the “Credit Agreement”), with various financial institutions party thereto (the “Lenders”) and CoBank, ACB, as administrative agent for the Lenders, which contains (i) a $150 million available revolving credit facility due June 2026 (the “Revolver”), (ii) a $150 million delayed draw amortizing term loan due June 2026 (“Term Loan A-1”), (iii) a $150 million delayed draw amortizing term loan due June 2028 (“Term Loan A-2”), and (iv) a $225 million delayed draw amortizing term loan due June 2028 (“Term Loan A-3” and collectively with Term Loan A-1 and Term Loan A-2, the “Term Loans”). The following loans were outstanding under the Credit Agreement:

(in thousands)June 30,
2024
December 31,
2023
Term loan A-1$148,131 $150,000 
Term loan A-2149,251 150,000 
Total debt297,382 300,000 
Less: unamortized loan fees(86)(101)
Total debt, net of unamortized loan fees$297,296 $299,899 

Both Term Loan A-1 and Term Loan A-2 bore interest at one-month LIBOR plus a margin until May 2023 and now bear interest at one-month term SOFR plus a margin. The margin is variable and determined by the Company’s net leverage ratio. At June 30, 2024, Term Loan A-1 had a margin of 1.85% and Term Loan A-2 had a margin of 2.10%. Interest is paid monthly. The interest rate was 7.19% for Term Loan A-1 at June 30, 2024 and 7.44% for Term Loan A-2 at June 30, 2024. The interest rate was 6.95% for both Term Loan A-1 and Term Loan A-2 at December 31, 2023.

Interest expense recorded in Shentel’s unaudited condensed consolidated statements of comprehensive (loss) income consists of the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Interest expense
$6,214 $2,104 $11,597 $3,567 
Less: capitalized interest
(2,218)(1,199)(3,525)(2,270)
Interest expense, net of capitalized interest
$3,996 $905 $8,072 $1,297 

The Credit Agreement includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants.

Shentel’s Term Loans require quarterly payments based on a percentage of the outstanding balance. Based on the outstanding balance as of June 30, 2024, Term Loan A-1 required quarterly principal repayments of 0.63% from March 31, 2024 through June 30, 2024; then increasing to 1.25% quarterly from September 30, 2024 through March 31, 2026, with the remaining balance due June 30, 2026. Based on the outstanding balance as of June 30, 2024, Term Loan A-2 requires quarterly principal repayments of 0.25% from March 31, 2024 through March 31, 2028, with the remaining balance due June 30, 2028.

Shentel has not made any borrowings under its Revolver or Term Loan A-3 as of June 30, 2024. In the event borrowings are made in the future, the entire outstanding principal amount borrowed against the Revolver is due June 30, 2026 and the entire outstanding principal amount borrowed against Term Loan A-3 is due July 1, 2028.

The following table summarizes the expected payments of Shentel’s outstanding borrowings as of June 30, 2024:
(in thousands)Amount
2024 (remainder of the year)$4,425 
20258,568 
2026138,827 
20271,450 
2028144,112 
Total$297,382 

Although no borrowings have been executed under the Revolver, Shentel has executed letter of credit arrangements totaling $7.0 million that reduce the available balance of the Revolver. The letter of credit arrangements were executed primarily pursuant to the requirements of the National Telecommunications and Information (“NTIA”) government grant program, discussed further in Note 14, Government Grants. These amounts are not considered borrowed, as no cash has been disbursed to Shentel or other parties.

The Credit Agreement is fully secured by a pledge and unconditional guarantee from the Company and all of its subsidiaries, except Shenandoah Telephone Company. This provides the lenders a security interest in substantially all of the assets of the Company.
v3.24.2.u1
Derivatives and Hedging
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivatives and Hedging Derivatives and Hedging
During the second quarter of 2023, Shentel entered into pay fixed (2.90%), receive variable (one-month term SOFR) interest rate swaps totaling $150.0 million of notional principal (the “Swaps”). The Swaps contain monthly payment terms that became effective in May 2024, which extend through their maturity dates in June 2026. The Swaps are designated as cash flow hedges, representing 50% of the Company’s outstanding debt under Term Loan A-1 and Term Loan A-2. The Company uses the Swaps to manage its exposure to interest rate risk for its long-term variable-rate Term Loans.

The Swaps were determined to be highly effective hedges and therefore all change in the fair value of the Swaps was recognized in other comprehensive income.

The table below presents the fair value of the Swaps as well as their classification in the unaudited condensed consolidated balance sheets. The fair value of these instruments was estimated using an income approach and observable market inputs (Level 2):
(in thousands)June 30,
2024
December 31,
2023
Balance sheet line item of derivative financial instruments:
Prepaid expenses and other$2,985 $1,443 
Deferred charges and other assets1,565 798 
Total derivatives designated as hedging instruments$4,550 $2,241 
The table below summarizes changes in accumulated other comprehensive income by component:

(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, March 31, 2024$4,361 $(1,099)$3,262 
Net change in unrealized gain725 (154)571 
Amounts reclassified to interest expense
(536)108 (428)
Net current period other comprehensive income (loss)189 (46)143 
Balance, June 30, 2024$4,550 $(1,145)$3,405 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, December 31, 2023$2,241 $(573)$1,668 
Net change in unrealized gain
2,845 (680)2,165 
Amounts reclassified to interest expense
(536)108 (428)
Net current period other comprehensive income (loss)2,309 (572)1,737 
Balance, June 30, 2024$4,550 $(1,145)$3,405 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, March 31, 2023$— $— $— 
Net change in unrealized gain
2,866 (739)2,127 
Balance, June 30, 2023$2,866 $(739)$2,127 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, December 31, 2022$— $— $— 
Net change in unrealized gain
2,866 (739)2,127 
Balance, June 30, 2023$2,866 $(739)$2,127 
v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company files U.S. federal income tax returns and various state income tax returns. The Company is currently involved in one state income tax audit and no federal income tax audits as of June 30, 2024. The Company’s income tax returns are generally open to examination from 2020 forward and the net operating losses acquired in the acquisition of nTelos are open to examination from 2004 forward.

The effective tax rates for the three and six months ended June 30, 2024 and 2023, 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.
 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Expected tax (benefit) expense at federal statutory$(3,775)$12 $(4,849)$311 
State income tax (benefit) expense, net of federal tax effect(974)(1,236)80 
Excess tax deficiency from share-based compensation and other expense, net(451)1,444 (141)1,750 
Income tax (benefit) expense$(5,200)$1,459 $(6,226)$2,141 

The Company made $7.3 million in payments and received $0.2 million in refunds for income taxes for the six months ended June 30, 2024. The Company received $25.6 million in cash refunds for income taxes for the six months ended June 30, 2023.
v3.24.2.u1
Redeemable Noncontrolling Interest
6 Months Ended
Jun. 30, 2024
Noncontrolling Interest [Abstract]  
Redeemable Noncontrolling Interest Redeemable Noncontrolling Interest
As discussed in Note 1, Basis of Presentation and Other Information, Shentel Broadband, a subsidiary of Shentel, issued 81,000 shares of Shentel Broadband’s Series A Preferred Stock in exchange for $81 million in cash. The Series A Preferred Stock has a par value of $0.01 per share. As of June 30, 2024, 100,000 shares of the Series A Preferred Stock were authorized for issuance and 81,000 shares of the Series A Preferred Stock were outstanding.

Shentel has applied the guidance in ASC 480‑10‑S99‑3A, “SEC Staff Announcement: Classification and Measurement of Redeemable Securities”, and has therefore classified the Series A Preferred Stock outside of shareholders’ equity on the Company’s unaudited condensed consolidated balance sheets because the shares contain liquidation features that are not solely within the Company's control. The Series A Preferred Stock was recorded at its fair value on the date of issuance, net of $1.6 million of issuance costs. The Company does not adjust the carrying value of the Series A Preferred Stock to the liquidation preference of such shares because of the uncertainty of whether or when a liquidation event would occur. Subsequent adjustments to increase the carrying value to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. Furthermore, the Company classifies the Series A Preferred Stock as redeemable noncontrolling interest due to the fact that the Series A Preferred Stock is issued by its subsidiary, Shentel Broadband.

As discussed in Note 1, Basis of Presentation and Other Information, the Company must pay either a cash or PIK Dividend related to the Series A Preferred Stock on a quarterly basis. The first dividend was issued as a PIK Dividend on July 15, 2024. The PIK Dividend resulted in a $1.4 million increase in the liquidation preference of the Series A Preferred Stock.

As described in Note 1, Basis of Presentation and Other Information, the Series A Preferred Stock is exchangeable at the option of the Investor or Shentel in certain circumstances for shares of Common Stock at an exchange price of $24.50 per share. As of June 30, 2024, the Series A Preferred Stock was exchangeable for 3,306,122 shares of Common Stock.
v3.24.2.u1
Stock Compensation and Earnings (Loss) per Share
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock Compensation and Earnings (Loss) per Share Stock Compensation and Earnings (Loss) per Share
Activity related to the Company’s restricted stock units (“RSUs”), which includes the Company’s RSUs and performance stock units (“PSUs”), was as follows:

(in thousands, except weighted average grant price)
Number of Shares
Weighted Average Grant Price
Outstanding awards, December 31, 2023
825 $21.16 
Granted390 $20.21 
Vested(284)$21.93 
Adjustments for PSU performance
(44)$19.31 
Forfeited(1)$20.83 
Outstanding awards, June 30, 2024
886 $20.63 

The total fair value of RSUs vested was $5.5 million during the six months ended June 30, 2024.
Activity related to the Company’s Relative Total Shareholder Return RSUs (“RTSRs”) was as follows:

(in thousands, except weighted average grant price)
Number of Shares
Weighted Average Grant Price
Outstanding awards, December 31, 2023
293 $25.80 
Granted136 $22.30 
Vested— $— 
Forfeited— $— 
Outstanding awards, June 30, 2024
429 $24.69 

Stock-based compensation expense was as follows:

 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Stock compensation expense$2,538 $2,878 $6,673 $6,730 
Capitalized stock compensation(268)(275)(437)(410)
Stock compensation expense, net$2,270 $2,603 $6,236 $6,320 

As of June 30, 2024, there was $12.0 million of total unrecognized compensation cost related to non-vested RSUs and RTSRs which is expected to be recognized over weighted average period of 2.5 years.
The following table indicates the computation of basic and diluted earnings (loss) per share:

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Calculation of net (loss) income per share:
Loss from continuing operations$(12,773)$(1,400)$(16,863)$(658)
Total (loss) income from discontinued operations, net of tax(99)3,190 218,687 4,514 
Net (loss) income$(12,872)$1,790 $201,824 $3,856 
Basic weighted average shares outstanding54,730 50,366 52,620 50,330 
Basic - Loss from continuing operations$(0.24)$(0.03)$(0.32)$(0.01)
Basic - (Loss) income from discontinued operations, net of tax— 0.07 4.16 0.09 
Basic net (loss) income per share$(0.24)$0.04 $3.84 $0.08 
Effect of dilutive instruments outstanding:
Basic weighted average shares outstanding54,730 50,366 52,620 50,330 
Effect from dilutive shares and options outstanding— — — — 
Diluted weighted average shares outstanding54,730 50,366 52,620 50,330 
Diluted - Loss from continuing operations$(0.24)$(0.03)$(0.32)$(0.01)
Diluted - (Loss) income from discontinued operations, net of tax— 0.07 4.16 0.09 
Diluted net (loss) income per share$(0.24)$0.04 $3.84 $0.08 
As discussed in Note 12, Redeemable Noncontrolling Interest, no PIK Dividends were declared or paid during the three and six months ended June 30, 2024 and 2023; therefore, no income has been attributed to redeemable noncontrolling interest for purposes of calculating basic net income per share.

The Company determines the dilutive impact of equity awards and the Series A Preferred Stock (on an as-converted basis) by applying the treasury stock method and the if-converted method, respectively. There were approximately 392,000 and 444,000 potentially dilutive equity awards during the three and six months ended June 30, 2024, respectively; however, these shares were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company's loss from continuing operations for the periods. There were also approximately 3,306,000 potentially dilutive shares related to the Series A Preferred Stock (on an as-converted basis) during both the three and six months ended June 30, 2024; however, these shares were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company's loss from continuing operations for the periods. There were approximately 327,000 and 239,000 potentially dilutive equity awards during the three and six months ended June 30, 2023, respectively; however, these shares were excluded from the calculation of diluted weighted average shares outstanding due to the fact that they were anti-dilutive as a result of the Company's loss from continuing operations for the periods.
v3.24.2.u1
Government Grants
6 Months Ended
Jun. 30, 2024
Government Assistance [Abstract]  
Government Grants Government Grants
During the six months ended June 30, 2024, Shentel was awarded an additional grant of $0.6 million to strategically expand the Company’s broadband network in order to provide broadband services to unserved residences.

The Company recognizes grant receivables at the time it becomes probable that the Company will be eligible to receive the grant, which is estimated to correspond with the date when specified build-out milestones are achieved. As a result of these programs, the Company received $5.0 million and $7.7 million in cash reimbursements during the three and six months ended June 30, 2024 and had approximately $2.8 million and $1.9 million in accounts receivable as of June 30, 2024 and December 31, 2023, respectively. The Company did not recognize any material amounts under these programs during the six months ended June 30, 2023.
Prior to the Horizon Transaction, Horizon entered into agreements with the Department of Development in Ohio under the state’s Ohio Residential Broadband Expansion program. As part of these agreements, Horizon committed to expand its broadband network resulting in total project costs of $57.4 million, with government matching grants totaling $30.1 million. Approximately $18.0 million of the grant was paid to Horizon up-front, while the remainder will be paid upon the achievement of specified milestones. Shentel assumed these agreements as a result of the Horizon Transaction and is therefore obligated under these programs to continue the build-out of this network. If Shentel fails to complete the build-out, Shentel may be required to repay a portion or all of the grant that Horizon received prior to the acquisition. Consequently, the portion of the up-front grant payment associated with unfulfilled obligations is recorded in other liabilities in the Company’s unaudited condensed consolidated balance sheets. Consistent with Shentel’s existing policy for accounting for government grants, the Company reclassifies amounts from other liabilities to reduce the related property, plant and equipment as the Company fulfills its obligations under this grant program. As of June 30, 2024, $14.8 million of this liability remained in other liabilities. Horizon was also granted $27.5 million by the NTIA under its Middle Mile Grant Program. This grant was awarded post-acquisition during the three months ended June 30, 2024.
v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
We are committed to make payments to satisfy our lease liabilities. The scheduled payments under those obligations are summarized in Note 8, Leases. We also have outstanding unconditional purchase commitments to procure marketing services and IT software licenses through 2027.
From time to time the Company is involved in various litigation matters arising out of the normal course of business. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. The Company’s management does not presently expect any litigation matters to have a material adverse impact on the Company’s financial position, results of operations and cash flows
v3.24.2.u1
Discontinued Operations
6 Months Ended
Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
As discussed in Note 1, Basis of Presentation and Other Information above, the Tower Transaction represented a strategic shift in the Company’s business and the Tower Portfolio has been reclassified as a discontinued operation. As a result, for all periods presented, the assets and liabilities that transferred in the Tower Transaction disposal group are presented as held for sale in the Company’s unaudited condensed consolidated balance sheets, and operating results and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our unaudited condensed consolidated statements of comprehensive (loss) income and unaudited condensed consolidated statements of cash flows.
The carrying amounts of the major classes of assets and liabilities, classified as held for sale in the unaudited condensed consolidated balance sheets, were as follows:
(in thousands)December 31,
2023
ASSETS
Property, plant and equipment, net$29,162 
Operating lease right-of-use assets37,616 
Deferred charges and other assets2,137 
Noncurrent assets held for sale$68,915 
LIABILITIES
Accrued liabilities and other current liabilities$3,602 
Current liabilities held for sale$3,602 
Deferred income taxes$2,483 
Asset retirement obligations9,516 
Non-current operating lease liabilities41,173 
Other liabilities3,524 
Noncurrent liabilities held for sale$56,696 

(Loss) income from discontinued operations, net of tax in the unaudited condensed consolidated statements of comprehensive (loss) income consist of the following for the periods:
(in thousands)Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Service revenue and other$— $4,753 $4,542 $9,329 
Operating expenses:
Cost of services— 1,379 1,059 2,571 
Selling, general and administrative— 349 572 799 
Depreciation and amortization
— 538 222 1,051 
Total operating expenses— 2,266 1,853 4,421 
Operating income— 2,487 2,689 4,908 
Other income:
Gain on sale of disposition of Tower Portfolio
— — 294,250 — 
Other expense
(129)— (129)— 
(Loss) income before income taxes
(129)2,487 296,810 4,908 
Income tax (benefit) expense
(30)(703)78,123 394 
(Loss) income from discontinued operations, net of tax
$(99)$3,190 $218,687 $4,514 

Consummation of the sale triggered the recognition of approximately $4.4 million of incremental transaction costs during the six months ended June 30, 2024, for contingent deal advisory fees and legal expenses, which are netted against the gain on sale of disposition of Tower Portfolio.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net (loss) income $ (12,872) $ 1,790 $ 201,824 $ 3,856
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Basis of Presentation and Other Information (Policies)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Sale of Shentel’s Tower portfolio
Sale of Shentel’s Tower Portfolio

On March 29, 2024, Shenandoah Mobile, LLC, a wholly-owned subsidiary of Shenandoah Telecommunications Company, completed the initial closing of its previously disclosed sale of substantially all of Shentel’s tower portfolio and operations (“Tower Portfolio”) to Vertical Bridge Holdco, LLC for $309.9 million (the “Tower Transaction”). The Company received $305.8 million, net of certain transaction costs at the time of the initial closing. At the initial close, the Company conveyed sites representing approximately 99.5% of the tower portfolio value. The Company expects to convey the remaining tower sites in the portfolio by the end of March 2025. The Tower Transaction was completed pursuant to the terms of a Purchase and Sale Agreement, dated February 29, 2024, as amended by Amendment No. 1 to the Purchase and Sale Agreement, dated March 29, 2024.

The Tower Portfolio represented substantially all of the assets and operations in Shentel’s previously reported Tower Reporting Segment and the Tower Transaction represented a strategic shift in the Company’s business. Consequently, the Tower Portfolio has been reclassified as a discontinued operation. For all periods presented, the assets and liabilities that transferred in the Tower Transaction (the “disposal group”) are presented as held for sale in our unaudited condensed consolidated balance sheets, and operating results and cash flows related to the Tower Portfolio were reflected as a discontinued operations in our unaudited condensed consolidated statements of comprehensive (loss) income and unaudited condensed consolidated statements of cash flows. Refer to Note 16, Discontinued Operations, for more information regarding the presentation of the disposal group in the Company’s financial statements.

As a result of the sale of the Tower Portfolio, the Company has one reportable segment. Consequently, segment reporting previously disclosed is no longer applicable.
Adoption of New Accounting Standards
Adoption of New Accounting Standards

There have been no material developments related to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s unaudited condensed consolidated financial statements and note disclosures from those disclosed in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, that would be expected to impact the Company.
Investments
SERP investments at fair value: The fair value of the SERP investments are based on unadjusted quoted prices in active markets and are classified as Level 1 of the fair value hierarchy.

Cost method investments: Shentel’s investment in CoBank’s Class A common stock, derived from the CoBank patronage program, represented substantially all of the Company’s cost method investments with a balance of $11.8 million and $10.1 million at June 30, 2024 and December 31, 2023, respectively. Shentel recognized approximately $0.4 million and $0.2 million of patronage income in other income for the three months ended June 30, 2024 and 2023, respectively, and approximately $0.7 million and $0.3 million during the six months ended June 30, 2024 and 2023, respectively. The Company expects that approximately 88% of the patronage distributions will be collected in cash and 12% in equity in 2024.

Prior to the Horizon Transaction, Horizon held a $1.6 million investment in CoBank’s Class A common stock. Consequently, the value of Shentel’s investment in CoBank increased by a corresponding amount as a result of the Horizon Transaction.
v3.24.2.u1
Acquisition of Horizon (Tables)
6 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The allocation of the purchase price was based upon management’s preliminary valuation of the fair values of tangible and intangible assets acquired and liabilities assumed in the Horizon Transaction, with the excess recorded as goodwill. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The fair value of acquired identifiable assets and liabilties, including but not limited to, property, plant and equipment, intangible assets, operating lease right-of-use assets, deferred tax liabilities, and non-current operating lease liabilities, and the resulting impact on goodwill recognized, are provisional pending receipt of the final valuations for these balances.
(in thousands)Amount
Current and other assets$10,465 
Property, plant and equipment386,045 
Goodwill74,630 
Intangible assets14,249 
Operating lease right-of-use assets6,631 
Other long-term assets1,843 
Total assets acquired493,863 
Current liabilities$15,187 
Deferred tax liabilities32,218 
Non-current operating lease liabilities
3,778 
Government grant liabilities16,348 
Other long-term liabilities10,138 
Total liabilities assumed77,669 
Net assets acquired$416,194 
Business Acquisition, Pro Forma Information The unaudited pro forma results of the Company, as if the Horizon Transaction had occurred on January 1, 2023, are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
N/A
$83,164 $170,876 $166,740 
Loss before income taxes
N/A
$(3,952)$(26,911)$(7,116)
v3.24.2.u1
Revenue from Contracts with Customers (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Revenues by Activity Type
The Company’s revenues by activity type are as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Residential & SMB - Incumbent Broadband Markets1
$44,960 $44,403 $89,330 $89,159 
Residential & SMB - Glo Fiber Expansion Markets2
14,093 8,164 26,211 15,167 
Commercial Fiber19,921 10,253 29,298 21,951 
RLEC & Other6,825 3,824 10,208 7,532 
Service revenue and other$85,799 $66,644 $155,047 $133,809 
_______________________________________________________
1.Incumbent Broadband Markets consists of Shentel Incumbent Cable Markets and Horizon Incumbent Telephone Markets with Fiber-To-The-Home (“FTTH”) passings.
2.Glo Fiber Expansion Markets consists of FTTH passings in greenfield expansion markets in the Shentel and former Horizon markets.
Schedule of Amortized and Capitalized Contract Cost
The following tables present the activity of current and non-current contract assets:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Beginning Balance$8,767 $8,756 $8,633 $8,646 
Commission payments1,564 793 2,415 1,684 
Contract asset amortization(986)(807)(1,703)(1,588)
Ending Balance$9,345 $8,742 $9,345 $8,742 
v3.24.2.u1
Investments (Tables)
6 Months Ended
Jun. 30, 2024
Investments [Abstract]  
Schedule of Other Investments
Investments consist of the following:
(in thousands)June 30,
2024
December 31,
2023
SERP investments at fair value$2,451 $2,290 
Cost method investments12,451 10,675 
Equity method investments233 233 
Total investments$15,135 $13,198 
v3.24.2.u1
Property, Plant and Equipment (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Property, plant and equipment consist of the following:
 
($ in thousands)Estimated Useful LivesJune 30,
2024
December 31,
2023
Land$4,514 $3,671 
Land improvements
10 years
4,448 4,448 
Buildings and structures
10 - 45 years
51,827 42,871 
Cable and fiber
12 - 30 years
1,174,670 799,612 
Equipment and software
4 - 12 years
407,291 331,595 
Plant in service 1,642,750 1,182,197 
Plant under construction 213,027 145,623 
Total property, plant and equipment 1,855,777 1,327,820 
Less: accumulated depreciation and amortization(518,525)(477,483)
Property, plant and equipment, net $1,337,252 $850,337 
v3.24.2.u1
Goodwill and Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets Resulting from Acquisition
Goodwill and intangible assets consist of the following:
 June 30, 2024December 31, 2023
(in thousands)Gross
Carrying
Amount
Accumulated Amortization and OtherNetGross
Carrying
Amount
Accumulated Amortization and OtherNet
Goodwill$77,874 $— $77,874 $3,244 $— $3,244 
Indefinite-lived intangibles:
Cable franchise rights64,334 — 64,334 64,334 — 64,334 
FCC Spectrum licenses12,122 — 12,122 12,122 — 12,122 
Railroad crossing rights and other528 — 528 217 — 217 
Total indefinite-lived intangibles76,984 — 76,984 76,673 — 76,673 
Finite-lived intangibles:
Subscriber relationships42,447 (27,951)14,496 28,425 (27,370)1,055 
Other intangibles510 (375)135 510 (359)151 
Total finite-lived intangibles42,957 (28,326)14,631 28,935 (27,729)1,206 
Total goodwill and intangible assets$197,815 $(28,326)$169,489 $108,852 $(27,729)$81,123 
Schedule of Finite-Lived Intangible Assets
Goodwill and intangible assets consist of the following:
 June 30, 2024December 31, 2023
(in thousands)Gross
Carrying
Amount
Accumulated Amortization and OtherNetGross
Carrying
Amount
Accumulated Amortization and OtherNet
Goodwill$77,874 $— $77,874 $3,244 $— $3,244 
Indefinite-lived intangibles:
Cable franchise rights64,334 — 64,334 64,334 — 64,334 
FCC Spectrum licenses12,122 — 12,122 12,122 — 12,122 
Railroad crossing rights and other528 — 528 217 — 217 
Total indefinite-lived intangibles76,984 — 76,984 76,673 — 76,673 
Finite-lived intangibles:
Subscriber relationships42,447 (27,951)14,496 28,425 (27,370)1,055 
Other intangibles510 (375)135 510 (359)151 
Total finite-lived intangibles42,957 (28,326)14,631 28,935 (27,729)1,206 
Total goodwill and intangible assets$197,815 $(28,326)$169,489 $108,852 $(27,729)$81,123 
v3.24.2.u1
Other Assets and Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of Other Current Assets
Prepaid expenses and other, classified as current assets, included the following:
(in thousands)June 30,
2024
December 31,
2023
Prepaid maintenance expenses$7,893 $5,157 
Broadband contract acquisition costs2,977 2,675 
Interest rate swaps2,985 1,443 
Other6,712 2,507 
Prepaid expenses and other$20,567 $11,782 
Schedule of Other Assets, Noncurrent
Deferred charges and other assets, classified as long-term assets, included the following:
(in thousands)June 30,
2024
December 31,
2023
Broadband contract acquisition costs$6,368 $5,958 
Interest rate swaps1,565 798 
Prepaid expenses and other6,558 4,805 
Deferred charges and other assets$14,491 $11,561 
Schedule of Accrued Liabilities and Other
Accrued liabilities and other, classified as current liabilities, included the following:
(in thousands)June 30,
2024
December 31,
2023
Accrued programming costs$3,924 $3,209 
Other current liabilities11,340 4,538 
Accrued liabilities and other$15,264 $7,747 
Schedule of Other Noncurrent Liabilities
Other liabilities, classified as long-term liabilities, included the following:
(in thousands)June 30,
2024
December 31,
2023
Noncurrent portion of deferred lease revenue$23,122 $14,670 
Government grant liabilities14,809 — 
Noncurrent portion of finance leases1,562 1,395 
Other1,012 847 
Other liabilities$40,505 $16,912 
v3.24.2.u1
Leases (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Components of Lease Costs
The components of lease costs were as follows:

ClassificationThree Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Finance lease cost
Amortization of leased assetsDepreciation$171 $119 $290 $238 
Interest on lease liabilitiesInterest expense24 19 43 39 
Operating lease cost
Operating expense1
1,104 792 1,840 1,648 
Lease cost$1,299 $930 $2,173 $1,925 
_________________________________________
(1)Operating lease expense is presented in cost of services or selling, general and administrative expense based on the use of the relevant facility.
Other information related to operating and finance leases was as follows:

June 30,
2024
December 31,
2023
Operating leases
Weighted average remaining lease term (years)8.67.1
Weighted average discount rate5.9 %5.0 %
Finance leases
Weighted average remaining lease term (years)9.712.3
Weighted average discount rate5.3 %5.2 %

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Cash paid for operating lease liabilities$1,053 $725 $1,818 $1,602 
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modification of existing leases)247 194 1,984 1,687 
Schedule of Expected Maturity of Lease Liabilities, Operating
The following table summarizes the expected maturity of lease liabilities as of June 30, 2024:
(in thousands)Operating LeasesFinance LeasesTotal
2024 (remainder of the year)$1,969 $166 $2,135 
20253,523 385 3,908 
20262,640 314 2,954 
20271,777 164 1,941 
20281,487 158 1,645 
2029 and thereafter8,206 1,201 9,407 
Total lease payments19,602 2,388 21,990 
Less: Interest(5,033)(518)(5,551)
Present value of lease liabilities$14,569 $1,870 $16,439 
Schedule of Expected Maturity of Lease Liabilities, Financing
The following table summarizes the expected maturity of lease liabilities as of June 30, 2024:
(in thousands)Operating LeasesFinance LeasesTotal
2024 (remainder of the year)$1,969 $166 $2,135 
20253,523 385 3,908 
20262,640 314 2,954 
20271,777 164 1,941 
20281,487 158 1,645 
2029 and thereafter8,206 1,201 9,407 
Total lease payments19,602 2,388 21,990 
Less: Interest(5,033)(518)(5,551)
Present value of lease liabilities$14,569 $1,870 $16,439 
Schedule of Minimum Rental Receipts Under Lease Agreement Lessor, Operating Leases Contractual minimum rental receipts expected under the lease agreements in place as of June 30, 2024 is as follows:
(in thousands)Operating Leases
2024 (remainder of the year)$2,721 
20254,711 
20263,945 
20273,596 
20283,418 
2029 and thereafter23,606 
Total
$41,997 
v3.24.2.u1
Debt (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
(in thousands)June 30,
2024
December 31,
2023
Term loan A-1$148,131 $150,000 
Term loan A-2149,251 150,000 
Total debt297,382 300,000 
Less: unamortized loan fees(86)(101)
Total debt, net of unamortized loan fees$297,296 $299,899 
Maturities of Long-term Debt
The following table summarizes the expected payments of Shentel’s outstanding borrowings as of June 30, 2024:
(in thousands)Amount
2024 (remainder of the year)$4,425 
20258,568 
2026138,827 
20271,450 
2028144,112 
Total$297,382 
Interest Income and Interest Expense Disclosure
Interest expense recorded in Shentel’s unaudited condensed consolidated statements of comprehensive (loss) income consists of the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Interest expense
$6,214 $2,104 $11,597 $3,567 
Less: capitalized interest
(2,218)(1,199)(3,525)(2,270)
Interest expense, net of capitalized interest
$3,996 $905 $8,072 $1,297 
v3.24.2.u1
Derivatives and Hedging (Tables)
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments Fair Value
The table below presents the fair value of the Swaps as well as their classification in the unaudited condensed consolidated balance sheets. The fair value of these instruments was estimated using an income approach and observable market inputs (Level 2):
(in thousands)June 30,
2024
December 31,
2023
Balance sheet line item of derivative financial instruments:
Prepaid expenses and other$2,985 $1,443 
Deferred charges and other assets1,565 798 
Total derivatives designated as hedging instruments$4,550 $2,241 
Schedule of Accumulated Other Comprehensive Income (Loss)
The table below summarizes changes in accumulated other comprehensive income by component:

(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, March 31, 2024$4,361 $(1,099)$3,262 
Net change in unrealized gain725 (154)571 
Amounts reclassified to interest expense
(536)108 (428)
Net current period other comprehensive income (loss)189 (46)143 
Balance, June 30, 2024$4,550 $(1,145)$3,405 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, December 31, 2023$2,241 $(573)$1,668 
Net change in unrealized gain
2,845 (680)2,165 
Amounts reclassified to interest expense
(536)108 (428)
Net current period other comprehensive income (loss)2,309 (572)1,737 
Balance, June 30, 2024$4,550 $(1,145)$3,405 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, March 31, 2023$— $— $— 
Net change in unrealized gain
2,866 (739)2,127 
Balance, June 30, 2023$2,866 $(739)$2,127 
(in thousands)
Gain on Swaps
Income tax expense
Accumulated Other Comprehensive Income, net of taxes
Balance, December 31, 2022$— $— $— 
Net change in unrealized gain
2,866 (739)2,127 
Balance, June 30, 2023$2,866 $(739)$2,127 
v3.24.2.u1
Income Taxes (Tables)
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Reconciliation of Income Taxes
The effective tax rates for the three and six months ended June 30, 2024 and 2023, differ from the statutory U.S. federal income tax rate of 21% primarily due to the state income taxes, excess tax benefits and other discrete items.
 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Expected tax (benefit) expense at federal statutory$(3,775)$12 $(4,849)$311 
State income tax (benefit) expense, net of federal tax effect(974)(1,236)80 
Excess tax deficiency from share-based compensation and other expense, net(451)1,444 (141)1,750 
Income tax (benefit) expense$(5,200)$1,459 $(6,226)$2,141 
v3.24.2.u1
Stock Compensation and Earnings (Loss) per Share (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of restricted stock shares activity
Activity related to the Company’s restricted stock units (“RSUs”), which includes the Company’s RSUs and performance stock units (“PSUs”), was as follows:

(in thousands, except weighted average grant price)
Number of Shares
Weighted Average Grant Price
Outstanding awards, December 31, 2023
825 $21.16 
Granted390 $20.21 
Vested(284)$21.93 
Adjustments for PSU performance
(44)$19.31 
Forfeited(1)$20.83 
Outstanding awards, June 30, 2024
886 $20.63 
Activity related to the Company’s Relative Total Shareholder Return RSUs (“RTSRs”) was as follows:

(in thousands, except weighted average grant price)
Number of Shares
Weighted Average Grant Price
Outstanding awards, December 31, 2023
293 $25.80 
Granted136 $22.30 
Vested— $— 
Forfeited— $— 
Outstanding awards, June 30, 2024
429 $24.69 
Schedule of stock compensation expense
Stock-based compensation expense was as follows:

 Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2024202320242023
Stock compensation expense$2,538 $2,878 $6,673 $6,730 
Capitalized stock compensation(268)(275)(437)(410)
Stock compensation expense, net$2,270 $2,603 $6,236 $6,320 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following table indicates the computation of basic and diluted earnings (loss) per share:

Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Calculation of net (loss) income per share:
Loss from continuing operations$(12,773)$(1,400)$(16,863)$(658)
Total (loss) income from discontinued operations, net of tax(99)3,190 218,687 4,514 
Net (loss) income$(12,872)$1,790 $201,824 $3,856 
Basic weighted average shares outstanding54,730 50,366 52,620 50,330 
Basic - Loss from continuing operations$(0.24)$(0.03)$(0.32)$(0.01)
Basic - (Loss) income from discontinued operations, net of tax— 0.07 4.16 0.09 
Basic net (loss) income per share$(0.24)$0.04 $3.84 $0.08 
Effect of dilutive instruments outstanding:
Basic weighted average shares outstanding54,730 50,366 52,620 50,330 
Effect from dilutive shares and options outstanding— — — — 
Diluted weighted average shares outstanding54,730 50,366 52,620 50,330 
Diluted - Loss from continuing operations$(0.24)$(0.03)$(0.32)$(0.01)
Diluted - (Loss) income from discontinued operations, net of tax— 0.07 4.16 0.09 
Diluted net (loss) income per share$(0.24)$0.04 $3.84 $0.08 
v3.24.2.u1
Discontinued Operations (Tables)
6 Months Ended
Jun. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Disposal Groups, Including Discontinued Operations
The carrying amounts of the major classes of assets and liabilities, classified as held for sale in the unaudited condensed consolidated balance sheets, were as follows:
(in thousands)December 31,
2023
ASSETS
Property, plant and equipment, net$29,162 
Operating lease right-of-use assets37,616 
Deferred charges and other assets2,137 
Noncurrent assets held for sale$68,915 
LIABILITIES
Accrued liabilities and other current liabilities$3,602 
Current liabilities held for sale$3,602 
Deferred income taxes$2,483 
Asset retirement obligations9,516 
Non-current operating lease liabilities41,173 
Other liabilities3,524 
Noncurrent liabilities held for sale$56,696 

(Loss) income from discontinued operations, net of tax in the unaudited condensed consolidated statements of comprehensive (loss) income consist of the following for the periods:
(in thousands)Three Months Ended
June 30,
Six Months Ended
June 30,
2024202320242023
Service revenue and other$— $4,753 $4,542 $9,329 
Operating expenses:
Cost of services— 1,379 1,059 2,571 
Selling, general and administrative— 349 572 799 
Depreciation and amortization
— 538 222 1,051 
Total operating expenses— 2,266 1,853 4,421 
Operating income— 2,487 2,689 4,908 
Other income:
Gain on sale of disposition of Tower Portfolio
— — 294,250 — 
Other expense
(129)— (129)— 
(Loss) income before income taxes
(129)2,487 296,810 4,908 
Income tax (benefit) expense
(30)(703)78,123 394 
(Loss) income from discontinued operations, net of tax
$(99)$3,190 $218,687 $4,514 
v3.24.2.u1
Basis of Presentation and Other Information - Horizon Transaction (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Apr. 01, 2024
Jun. 30, 2024
Jun. 30, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Issuance of redeemable noncontrolling interest (in shares)   81,000 81,000
Revolving Credit Facility      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Increase in maximum borrowing capacity $ 50.0    
Term Loan      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Increase in maximum borrowing capacity $ 225.0    
Energy Capital Partners      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Period for conversion of preferred stock 2 years    
Preferred stock conversion common stock price trigger percentage 125.00%    
Preferred stock redemption period 5 years    
Energy Capital Partners | Shentel Broadband Holding Inc.      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Percentage of shares owned 7.50%    
Series A Preferred Stock      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Preferred stock, par value (in dollars per share) $ 0.01    
Preferred stock, shares authorized (in shares)   100,000 100,000
Shentel Broadband Holding Inc. | Fifth Anniversary      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Paid in kind dividend percentage 8.50%    
Shentel Broadband Holding Inc. | Seventh Anniversary      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Paid in kind dividend percentage 10.00%    
Shentel Broadband Holding Inc. | Series A Preferred Stock      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Dividend percentage 7.00%    
Preferred stock, par value (in dollars per share) $ 0.01    
Preferred stock, shares authorized (in shares) 100,000    
Issuance of redeemable noncontrolling interest (in shares) 81,000    
Shentel Broadband Holding Inc. | Series A Preferred Stock | Energy Capital Partners      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Purchase price (in dollars per share) $ 1,000    
Conversion price per share (in dollars per share) $ 24.50    
Issuance of redeemable noncontrolling interest (in shares) 81,000    
Horizon Acquisition Parent LLC      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Business acquisition, percentage of voting interests acquired 100.00%    
Equity interest issued (in shares) 4,100,375    
Cash consideration $ 349.4    
Horizon Acquisition Parent LLC | Other Sellers and Certain Third Parties      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Cash consideration $ 305.0    
Horizon Transaction      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Lockup period 1 year    
v3.24.2.u1
Basis of Presentation and Other Information - Sale of Shentel’s Tower Portfolio (Details)
$ in Millions
6 Months Ended
Jun. 30, 2024
USD ($)
segment
Mar. 29, 2024
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Number of reportable segments | segment 1  
Discontinued Operations, Held-for-sale | Tower Business    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Sale proceeds   $ 309.9
Proceeds from sale of real estate portfolio $ 305.8  
Percentage of portfolio   99.50%
v3.24.2.u1
Acquisition of Horizon - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Apr. 01, 2024
Jun. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Business Acquisition [Line Items]        
Allowance for doubtful accounts   $ 1,333 $ 1,333 $ 886
Horizon Acquisition Parent LLC        
Business Acquisition [Line Items]        
Aggregate purchase price $ 416,200      
Cash consideration 349,400      
Value of shares issued $ 71,800      
Equity interest issued (in shares) 4,100,375      
Allowance for doubtful accounts $ 300      
Integration and acquisition   6,700 $ 7,100  
Operating revenues   16,700    
Loss before income taxes   $ 7,400    
Accounts receivable $ 6,100      
Estimated useful life, acquired intangible asset 10 years      
v3.24.2.u1
Acquisition of Horizon - Schedule of Preliminary Purchase Price Allocation (Details) - Horizon Transaction - USD ($)
$ in Thousands
Jun. 30, 2024
Apr. 01, 2024
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]    
Current and other assets   $ 10,465
Property, plant and equipment   386,045
Goodwill $ 74,630  
Intangible assets   14,249
Operating lease right-of-use assets   6,631
Other long-term assets   1,843
Total assets acquired   493,863
Current liabilities   15,187
Deferred tax liabilities   32,218
Non-current operating lease liabilities   3,778
Government grant liabilities   16,348
Other long-term liabilities   10,138
Total liabilities assumed   77,669
Net assets acquired   $ 416,194
v3.24.2.u1
Acquisition of Horizon - Unaudited Pro forma Results of the Company (Details) - Horizon Transaction - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Business Acquisition, Pro Forma Information [Abstract]      
Operating revenues $ 83,164 $ 170,876 $ 166,740
Loss before income taxes $ (3,952) $ (26,911) $ (7,116)
v3.24.2.u1
Revenue from Contracts with Customers - Revenues By Activity Type (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Service revenue and other $ 85,799 $ 66,644 $ 155,047 $ 133,809
Residential & SMB - Incumbent Broadband Markets        
Disaggregation of Revenue [Line Items]        
Service revenue and other 44,960 44,403 89,330 89,159
Residential & SMB - Glo Fiber Expansion Markets        
Disaggregation of Revenue [Line Items]        
Service revenue and other 14,093 8,164 26,211 15,167
Commercial Fiber        
Disaggregation of Revenue [Line Items]        
Service revenue and other 19,921 10,253 29,298 21,951
RLEC & Other        
Disaggregation of Revenue [Line Items]        
Service revenue and other $ 6,825 $ 3,824 $ 10,208 $ 7,532
v3.24.2.u1
Revenue from Contracts with Customers - Narrative (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Weighted-average customer benefit period 6 years  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligations   $ 10.0
Performance obligation period   1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligations $ 11.7  
Performance obligation period 1 year  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligations   $ 1.0
Performance obligation period   1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Remaining performance obligations $ 4.2  
Performance obligation period 1 year  
v3.24.2.u1
Revenue from Contracts with Customers - Amortized and Capitalized Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Capitalized Contract Cost [Roll Forward]        
Beginning Balance $ 8,767 $ 8,756 $ 8,633 $ 8,646
Commission payments 1,564 793 2,415 1,684
Contract asset amortization (986) (807) (1,703) (1,588)
Ending Balance $ 9,345 $ 8,742 $ 9,345 $ 8,742
v3.24.2.u1
Investments - Other Investments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Investments [Abstract]    
SERP investments at fair value $ 2,451 $ 2,290
Cost method investments 12,451 10,675
Equity method investments 233 233
Total investments $ 15,135 $ 13,198
v3.24.2.u1
Investments - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Mar. 31, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]            
SERP investments at fair value $ 2,451   $ 2,451     $ 2,290
CoBank            
Schedule of Equity Method Investments [Line Items]            
SERP investments at fair value 11,800   11,800   $ 1,600 $ 10,100
Other nonoperating income (expense) $ 400 $ 200 $ 700 $ 300    
Percentage of patronage credit paid in cash 88.00%   88.00%      
Percentage of patronage credit paid in share 12.00%   12.00%      
v3.24.2.u1
Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, plant and equipment [Abstract]    
Total property, plant and equipment $ 1,855,777 $ 1,327,820
Less: accumulated depreciation and amortization (518,525) (477,483)
Property, plant and equipment, net 1,337,252 850,337
Land    
Property, plant and equipment [Abstract]    
Total property, plant and equipment $ 4,514 3,671
Land improvements    
Property, plant and equipment [Abstract]    
Estimated Useful Lives 10 years  
Total property, plant and equipment $ 4,448 4,448
Buildings and structures    
Property, plant and equipment [Abstract]    
Total property, plant and equipment $ 51,827 42,871
Buildings and structures | Minimum    
Property, plant and equipment [Abstract]    
Estimated Useful Lives 10 years  
Buildings and structures | Maximum    
Property, plant and equipment [Abstract]    
Estimated Useful Lives 45 years  
Cable and fiber    
Property, plant and equipment [Abstract]    
Total property, plant and equipment $ 1,174,670 799,612
Cable and fiber | Minimum    
Property, plant and equipment [Abstract]    
Estimated Useful Lives 12 years  
Cable and fiber | Maximum    
Property, plant and equipment [Abstract]    
Estimated Useful Lives 30 years  
Equipment and software    
Property, plant and equipment [Abstract]    
Total property, plant and equipment $ 407,291 331,595
Equipment and software | Minimum    
Property, plant and equipment [Abstract]    
Estimated Useful Lives 4 years  
Equipment and software | Maximum    
Property, plant and equipment [Abstract]    
Estimated Useful Lives 12 years  
Plant in service    
Property, plant and equipment [Abstract]    
Total property, plant and equipment $ 1,642,750 1,182,197
Plant under construction    
Property, plant and equipment [Abstract]    
Total property, plant and equipment $ 213,027 $ 145,623
v3.24.2.u1
Property, Plant and Equipment - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]          
Accounts payable $ 57,725   $ 57,725   $ 53,546
Depreciation and amortization 25,100 $ 15,600 42,400 $ 30,700  
Goodwill          
Property, Plant and Equipment [Line Items]          
Accounts payable $ 54,600   $ 54,600   $ 51,100
v3.24.2.u1
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Non-amortizing intangibles $ 76,984 $ 76,673
Gross carrying amount 42,957 28,935
Accumulated amortization and other (28,326) (27,729)
Total 14,631 1,206
Total intangible assets, gross carrying amount 197,815 108,852
Intangible assets, net 169,489 81,123
Subscriber relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 42,447 28,425
Accumulated amortization and other (27,951) (27,370)
Total 14,496 1,055
Other intangibles    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 510 510
Accumulated amortization and other (375) (359)
Total 135 151
Cable franchise rights    
Finite-Lived Intangible Assets [Line Items]    
Non-amortizing intangibles 64,334 64,334
FCC Spectrum licenses    
Finite-Lived Intangible Assets [Line Items]    
Non-amortizing intangibles 12,122 12,122
Railroad crossing rights and other    
Finite-Lived Intangible Assets [Line Items]    
Non-amortizing intangibles 528 217
Goodwill    
Finite-Lived Intangible Assets [Line Items]    
Goodwill, gross 77,874 3,244
Goodwill $ 77,874 $ 3,244
v3.24.2.u1
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]        
Amortization expense $ 0.5 $ 0.1 $ 0.6 $ 0.2
Horizon Acquisition Parent LLC        
Finite-Lived Intangible Assets [Line Items]        
Goodwill $ 74.6   74.6  
Horizon Acquisition Parent LLC | Subscriber relationships        
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets acquired     14.0  
Horizon Acquisition Parent LLC | Other intangibles        
Finite-Lived Intangible Assets [Line Items]        
Finite-lived intangible assets acquired     $ 0.2  
v3.24.2.u1
Other Assets and Accrued Liabilities - Current Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Prepaid maintenance expenses $ 7,893 $ 5,157
Broadband contract acquisition costs 2,977 2,675
Interest rate swaps 2,985 1,443
Other 6,712 2,507
Prepaid expenses and other $ 20,567 $ 11,782
v3.24.2.u1
Other Assets and Accrued Liabilities - Long-Term Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Broadband contract acquisition costs $ 6,368 $ 5,958
Interest rate swaps 1,565 798
Prepaid expenses and other 6,558 4,805
Deferred charges and other assets $ 14,491 $ 11,561
v3.24.2.u1
Other Assets and Accrued Liabilities - Current Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Accrued programming costs $ 3,924 $ 3,209
Other current liabilities 11,340 4,538
Accrued liabilities and other $ 15,264 $ 7,747
v3.24.2.u1
Other Assets and Accrued Liabilities - Long Term Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Noncurrent portion of deferred lease revenue $ 23,122 $ 14,670
Government grant liabilities   0
Noncurrent portion of finance leases 1,562 1,395
Other 1,012 847
Other liabilities $ 40,505 $ 16,912
v3.24.2.u1
Leases - Components of Lease Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Leases [Abstract]        
Amortization of leased assets $ 171 $ 119 $ 290 $ 238
Interest on lease liabilities 24 19 43 39
Operating lease cost 1,104 792 1,840 1,648
Lease cost $ 1,299 $ 930 $ 2,173 $ 1,925
v3.24.2.u1
Leases - Maturity of Lease Liability - Lessee (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Operating Leases  
2024 (remainder of the year) $ 1,969
2025 3,523
2026 2,640
2027 1,777
2028 1,487
2029 and thereafter 8,206
Total lease payments 19,602
Less: Interest (5,033)
Present value of lease liabilities 14,569
Finance Leases  
2024 (remainder of the year) 166
2025 385
2026 314
2027 164
2028 158
2029 and thereafter 1,201
Total lease payments 2,388
Less: Interest (518)
Present value of lease liabilities 1,870
Total  
2024 (remainder of the year) 2,135
2025 3,908
2026 2,954
2027 1,941
2028 1,645
2029 and thereafter 9,407
Total lease payments 21,990
Less: Interest (5,551)
Present value of lease liabilities $ 16,439
v3.24.2.u1
Leases - Other Information Related to Operating and Finance Leases (Details)
Jun. 30, 2024
Dec. 31, 2023
Leases [Abstract]    
Operating lease, weighted average remaining lease term 8 years 7 months 6 days 7 years 1 month 6 days
Operating lease, weighted average discount rate, percent 5.90% 5.00%
Finance lease, weighted average remaining lease term 9 years 8 months 12 days 12 years 3 months 18 days
Finance lease, weighted average discount rate, percent 5.30% 5.20%
v3.24.2.u1
Leases - Operating Lease (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Leases [Abstract]        
Cash paid for operating lease liabilities $ 1,053 $ 725 $ 1,818 $ 1,602
Operating lease right-of-use assets obtained in exchange for new lease liabilities (includes new leases or modification of existing leases) $ 247 $ 194 $ 1,984 $ 1,687
v3.24.2.u1
Leases - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Sublease income $ 1.7 $ 0.6 $ 2.4 $ 1.3
Minimum        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Lessor contract term 1 year   1 year  
Maximum        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Lessor contract term 40 years   40 years  
v3.24.2.u1
Leases - Maturity of Lease Liability - Lessor (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Leases [Abstract]  
2024 (remainder of the year) $ 2,721
2025 4,711
2026 3,945
2027 3,596
2028 3,418
2029 and thereafter 23,606
Total $ 41,997
v3.24.2.u1
Debt - Narrative (Details) - USD ($)
3 Months Ended 6 Months Ended 18 Months Ended 48 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Mar. 31, 2026
Mar. 31, 2028
Dec. 31, 2023
Jul. 01, 2021
Term loan A-1            
Debt Instrument [Line Items]            
Maximum borrowing capacity           $ 150,000,000
Basis spread on variable rate   1.85%        
Quarterly principal payment percentage 0.63%          
Line of Credit Facility, Interest Rate at Period End 7.19% 7.19%     6.95%  
Term loan A-1 | Forecast            
Debt Instrument [Line Items]            
Quarterly principal payment percentage     1.25%      
Term loan A-2            
Debt Instrument [Line Items]            
Maximum borrowing capacity           150,000,000
Basis spread on variable rate   2.10%        
Line of Credit Facility, Interest Rate at Period End 7.44% 7.44%     6.95%  
Term loan A-2 | Forecast            
Debt Instrument [Line Items]            
Quarterly principal payment percentage       0.25%    
Term Loan A-3            
Debt Instrument [Line Items]            
Maximum borrowing capacity           225,000,000
Revolving Credit Facility            
Debt Instrument [Line Items]            
Maximum borrowing capacity           $ 150,000,000
v3.24.2.u1
Debt - Credit Agreement (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total debt $ 297,382 $ 300,000
Less: unamortized loan fees (86) (101)
Total debt, net of unamortized loan fees 297,296 299,899
Term loan A-1    
Debt Instrument [Line Items]    
Total debt 148,131 150,000
Term loan A-2    
Debt Instrument [Line Items]    
Total debt $ 149,251 $ 150,000
v3.24.2.u1
Debt - Maturities of Long-term Debt (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Maturities of Long-term Debt [Abstract]  
2024 (remainder of the year) $ 4,425
2025 8,568
2026 138,827
2027 1,450
2028 144,112
Total debt, net of unamortized loan fees $ 297,382
v3.24.2.u1
Debt- Interest Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Debt Disclosure [Abstract]        
Interest expense $ 6,214 $ 2,104 $ 11,597 $ 3,567
Less: capitalized interest (2,218) (1,199) (3,525) (2,270)
Interest expense $ 3,996 $ 905 $ 8,072 $ 1,297
v3.24.2.u1
Derivatives and Hedging - Narrative (Details) - Interest rate swaps
$ in Millions
Jun. 30, 2023
USD ($)
Derivatives, Fair Value [Line Items]  
Derivative, variable interest rate 2.90%
Payments for derivative instruments $ 150.0
Expected outstanding debt 50.00%
v3.24.2.u1
Derivatives and Hedging - Schedule of Derivative Instruments (Fair Value) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Derivatives, Fair Value [Line Items]    
Total derivatives designated as hedging instruments $ 4,550 $ 2,241
Designated as Hedging Instrument | Prepaid expenses and other    
Derivatives, Fair Value [Line Items]    
Total derivatives designated as hedging instruments 2,985 1,443
Designated as Hedging Instrument | Deferred charges and other assets    
Derivatives, Fair Value [Line Items]    
Total derivatives designated as hedging instruments $ 1,565 $ 798
v3.24.2.u1
Derivatives and Hedging - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning balance $ 871,643 $ 642,780 $ 652,670 $ 638,007
Net change in unrealized gain 143 2,127 1,737 2,127
Net current period other comprehensive income (loss) 143 2,127 1,737 2,127
Ending balance 933,082 649,425 933,082 649,425
Gain on Swaps        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning balance 4,361 0 2,241 0
Net change in unrealized gain 725 2,866 2,845 2,866
Amounts reclassified to interest expense (536)   (536)  
Net current period other comprehensive income (loss) 189   2,309  
Ending balance 4,550 2,866 4,550 2,866
Income tax expense        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning balance (1,099) 0 (573) 0
Net change in unrealized gain (154) (739) (680) (739)
Amounts reclassified to interest expense 108   108  
Net current period other comprehensive income (loss) (46)   (572)  
Ending balance (1,145) (739) (1,145) (739)
Accumulated Other Comprehensive Income, net of taxes        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning balance 3,262 0 1,668 0
Net change in unrealized gain 571 2,127 2,165 2,127
Amounts reclassified to interest expense (428)   (428)  
Net current period other comprehensive income (loss) 143 2,127 1,737 2,127
Ending balance $ 3,405 $ 2,127 $ 3,405 $ 2,127
v3.24.2.u1
Income Taxes - Reconciliation of Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Effective Income Tax Rate Reconciliation, Amount [Abstract]        
Expected tax (benefit) expense at federal statutory $ (3,775) $ 12 $ (4,849) $ 311
State income tax (benefit) expense, net of federal tax effect (974) 3 (1,236) 80
Excess tax deficiency from share-based compensation and other expense, net (451) 1,444 (141) 1,750
Income tax (benefit) expense $ (5,200) $ 1,459 $ (6,226) $ 2,141
v3.24.2.u1
Income Taxes - Narrative (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]    
Income tax (paid) refunds received, net $ 7.3  
Income tax (paid) refunds received, net $ 0.2 $ 25.6
v3.24.2.u1
Redeemable Noncontrolling Interest (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jul. 15, 2024
Apr. 01, 2024
Jun. 30, 2024
Jun. 30, 2024
Redeemable Noncontrolling Interest [Line Items]        
Issuance of redeemable noncontrolling interest (in shares)     81,000 81,000
Issuance of redeemable noncontrolling interest     $ 79,380 $ 79,380
Convertible preferred stock, shares issued upon conversion (in shares)     3,306,122 3,306,122
Series A Preferred Stock        
Redeemable Noncontrolling Interest [Line Items]        
Preferred stock, par value (in dollars per share)   $ 0.01    
Preferred stock, shares authorized (in shares)     100,000 100,000
Preferred stock, shares outstanding (in shares)     81,000 81,000
Payments of stock issuance costs       $ 1,600
Series A Preferred Stock | Subsequent Event        
Redeemable Noncontrolling Interest [Line Items]        
Dividends, preferred stock, paid-in-kind $ 1,400      
Shentel Broadband Holding Inc. | Series A Preferred Stock        
Redeemable Noncontrolling Interest [Line Items]        
Issuance of redeemable noncontrolling interest (in shares)   81,000    
Issuance of redeemable noncontrolling interest   $ 81,000    
Preferred stock, par value (in dollars per share)   $ 0.01    
Preferred stock, shares authorized (in shares)   100,000    
Shentel Broadband Holding Inc. | Series A Preferred Stock | Energy Capital Partners        
Redeemable Noncontrolling Interest [Line Items]        
Issuance of redeemable noncontrolling interest (in shares)   81,000    
Issuance of redeemable noncontrolling interest   $ 81,000    
Conversion price per share (in dollars per share)   $ 24.50    
v3.24.2.u1
Stock Compensation and Earnings (Loss) per Share - RSU & RTSR (Details)
shares in Thousands
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Restricted Stock Units (RSUs)  
Number of Shares  
Outstanding awards (in shares) | shares 825
Granted (in shares) | shares 390
Vested (in shares) | shares (284)
Adjustments for PSU performance (in shares) | shares (44)
Forfeited (in shares) | shares (1)
Outstanding awards (in shares) | shares 886
Weighted Average Grant Price  
Outstanding awards (in usd per share) | $ / shares $ 21.16
Granted (in usd per share) | $ / shares 20.21
Vested (in usd per share) | $ / shares 21.93
Adjustments for PSU performance (in usd per share) | $ / shares 19.31
Forfeited (in usd per share) | $ / shares 20.83
Outstanding awards (in usd per share) | $ / shares $ 20.63
Relative Total Shareholder Return Awards  
Number of Shares  
Outstanding awards (in shares) | shares 293
Granted (in shares) | shares 136
Vested (in shares) | shares 0
Forfeited (in shares) | shares 0
Outstanding awards (in shares) | shares 429
Weighted Average Grant Price  
Outstanding awards (in usd per share) | $ / shares $ 25.80
Granted (in usd per share) | $ / shares 22.30
Vested (in usd per share) | $ / shares 0
Forfeited (in usd per share) | $ / shares 0
Outstanding awards (in usd per share) | $ / shares $ 24.69
v3.24.2.u1
Stock Compensation and Earnings (Loss) per Share - Narrative (Details) - USD ($)
shares in Thousands, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Compensation, nonvested awards, compensation cost not yet recognized $ 12.0   $ 12.0  
Compensation, nonvested awards, cost not yet recognized, period for recognition     2 years 6 months  
Anti-dilutive awards outstanding (fewer than)(in shares) 392 327 444 239
Series A Preferred Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Anti-dilutive awards outstanding (fewer than)(in shares) 3,306   3,306  
Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Fair value of awards vested in period     $ 5.5  
v3.24.2.u1
Stock Compensation and Earnings (Loss) per Share - Schedule of Stock Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]        
Stock compensation expense $ 2,538 $ 2,878 $ 6,673 $ 6,730
Capitalized stock compensation (268) (275) (437) (410)
Stock compensation expense, net $ 2,270 $ 2,603 $ 6,236 $ 6,320
v3.24.2.u1
Stock Compensation and Earnings (Loss) per Share - Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]        
Loss from continuing operations $ (12,773) $ (1,400) $ (16,863) $ (658)
Income from discontinued operations, net of tax (99) 3,190 218,687 4,514
Net (loss) income $ (12,872) $ 1,790 $ 201,824 $ 3,856
Weighted average shares outstanding, basic (in shares) 54,730 50,366 52,620 50,330
Basic - Loss from continuing operations (in dollars per share) $ (0.24) $ (0.03) $ (0.32) $ (0.01)
Basic - (Loss) income per share - discontinued operations (in dollars per share) 0 0.07 4.16 0.09
Basic net (loss) income per share (in dollars per share) $ (0.24) $ 0.04 $ 3.84 $ 0.08
Effect from dilutive shares and options outstanding (in shares) 0 0 0 0
Diluted weighted average shares (in shares) 54,730 50,366 52,620 50,330
Diluted - Loss from continuing operations (in dollars per share) $ (0.24) $ (0.03) $ (0.32) $ (0.01)
Diluted - (Loss) income from discontinued operations, net of tax (in dollars per share) 0 0.07 4.16 0.09
Diluted net (loss) income per share (in dollars per share) $ (0.24) $ 0.04 $ 3.84 $ 0.08
v3.24.2.u1
Government Grants (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2024
Jun. 30, 2024
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Government Assistance [Line Items]          
Increase (decrease) in grants receivable     $ 600    
Government grants received   $ 5,000 7,653 $ 110  
Grants receivable   2,800 2,800   $ 1,900
Government assistance, liability, noncurrent   14,809 14,809    
OHIO          
Government Assistance [Line Items]          
Project costs $ 57,400        
Government assistance award amount 30,100        
Government grant paid to Horizon up-front $ 18,000        
Middle Mile Grant Program          
Government Assistance [Line Items]          
Government assistance award amount   $ 27,500 $ 27,500    
v3.24.2.u1
Discontinued Operations - Carrying Amounts of the Major Classes of Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
ASSETS    
Non-current assets held for sale $ 0 $ 68,915
LIABILITIES    
Current liabilities held for sale 0 3,602
Non-current liabilities held for sale $ 0 56,696
Discontinued Operations, Held-for-sale    
ASSETS    
Property, plant and equipment, net   29,162
Operating lease right-of-use assets   37,616
Deferred charges and other assets   2,137
Non-current assets held for sale   68,915
LIABILITIES    
Accrued liabilities and other current liabilities   3,602
Current liabilities held for sale   3,602
Deferred income taxes   2,483
Asset retirement obligations   9,516
Non-current operating lease liabilities   41,173
Other liabilities   3,524
Non-current liabilities held for sale   $ 56,696
v3.24.2.u1
Discontinued Operations - Income (Loss) From Discontinued Operations (Details) - Discontinued Operations, Held-for-sale - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Operating expenses:        
Selling, general and administrative $ 0 $ 349 $ 572 $ 799
Depreciation and amortization 0 538 222 1,051
Total operating expenses 0 2,266 1,853 4,421
Operating income 0 2,487 2,689 4,908
Other (expense) income:        
Gain on sale of disposition of Tower Portfolio 0 0 294,250 0
Other expense (129) 0 (129) 0
(Loss) income before income taxes (129) 2,487 296,810 4,908
Income tax (benefit) expense (30) (703) 78,123 394
(Loss) income from discontinued operations, net of tax (99) 3,190 218,687 4,514
Service revenue and other        
Revenues:        
Revenue 0 4,753 4,542 9,329
Cost of services        
Operating expenses:        
Cost of services and cost of goods sold $ 0 $ 1,379 $ 1,059 $ 2,571
v3.24.2.u1
Discontinued Operations - Narrative (Details)
$ in Millions
6 Months Ended
Jun. 30, 2024
USD ($)
Discontinued Operations, Held-for-sale  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Incremental selling costs $ 4.4

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