Good morning, everyone. Welcome to Shenandoah Telecommunications Second Quarter 2024 Earnings Conference Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Mr. Kirk Andrews, Director of Financial Planning and Analysis for Shentel..

Good morning and thank you for joining us. The purpose of today’s call is to review Shentel’s results for the second quarter of 2024. Our results were announced in a press release distributed this morning and the presentation we’ll be reviewing is included on the Investor page at our shentel.com website.

Please note that an audio replay of this call will be made available later today. The details are set forth in the press release announcing this call. With us on the call today are Chris French, President and Chief Executive Officer; Ed McKay, Executive Vice President and Chief Operating Officer; and Jim Volk, Senior Vice President of Finance and CFO.

After our prepared remarks, we will conduct a question-and-answer session. As always, let me refer you to Slide 2 of the presentation, which contains our Safe Harbor disclaimer and remind you that this conference call may include forward-looking statements subject to certain risks and uncertainties.

These may cause our actual results to differ materially from the statements. Therefore, we have provided a detailed discussion of various risk factors in our SEC filings, which you are encouraged to review. You are cautioned not to place undue reliance on these forward-looking statements.

Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements. With that, I will now turn the call over to Chris. Go ahead, Chris..

Thanks, Kirk. We appreciate everyone joining us this morning and hope everyone is well. Before we discuss our second quarter financial and operating results, I’d like to comment on progress with execution of our Glo Fiber expansion strategy and network build-out.

When we developed our Glo Fiber business plan 5 years ago, we identified a few operating metrics that we believe are key to driving returns on investment. Cost to pass a home was estimated to be in the $1,000 to $1,400 range. As we reach the halfway point of our targeted passings, we have seen cost increase, but we remain within this range.

ARPU was estimated to be in the low to mid $70 range. Given higher take rates on Internet speeds of 1-gig and above, our Glo Fiber broadband data ARPU is about 10% higher than our original assumptions. Terminal penetration is expected to be in the 35% to 40% range in most markets.

While we are still in the early years of penetration for many of our market rollouts, our oldest cohorts have achieved or are trending well to reach this range. There are a couple of early indicator factors that give us confidence we will be able to repeat our penetration success in additional markets.

Our monthly churn rate continues to be in the low 1% range. We think this industry-leading metric is due to our ability to offer superior product value backed by outstanding local customer service.

Our most recent net promoter score for Glo Fiber broadband service was 69, which compares very favorably to low single-digit or even negative scores for our cable competition. Network reliability, the fastest symmetrical broadband speeds, excellent local customer service and fair pricing are differentiators.

We also note that approximately 95% of our passings only have one broadband competitor. Lastly, we assumed a view on terminal value of the fiber-to-the-home business using traditional variables like perpetual growth rates and weighted average cost of capital.

With recent announcements of fiber-to-the-home operators selling their businesses, it appears the precedent transaction value per passing for greenfield fiber networks with growth characteristics similar to Glo Fiber are multiples of our cost to pass and higher than our own model assumption.

In summary, we are pleased with our Glo Fiber expansion progress to-date and these recent transactions have reaffirmed our view on the potential long-term value creation. As we shared on our last earnings call, we completed the acquisition of Ohio-based Horizon Telecom on April 1.

We are very pleased with our integration progress to-date, including conversions of the back office systems and we expect to complete our system integration work by the first quarter of 2025. As Jim will share later, we have already made significant progress achieving our synergy targets.

I’ll now turn to Slide 4 to give an update on our strategy execution. We ended the second quarter with approximately 298,000 Glo Fiber passings, including just under 16,000 we acquired as part of the Horizon acquisition. This gives a 63% growth rate from a year ago.

As of the end of June, we have over 53,000 Glo Fiber customers, representing a 62% year-over-year growth rate. We entered July with very good sales momentum in what is seasonally the strongest quarter for gross adds. With that, I’ll now turn the call over to Jim to review the details of our financial results..

Thank you, Chris, and good morning. I’ll start on Slide 6 for our financial results for the second quarter. Revenue grew 29% to $85.8 million in the second quarter of 2024. The former Horizon markets contributed $16.7 million of revenue.

Excluding the former Horizon markets, revenues grew 3.6% over the same period a year ago due to $5.4 million or 67% growth in Glo Fiber revenue, partially offset by declines in commercial RLEC and incumbent broadband market revenues. Glo Fiber expansion markets grew broadband data RGUs by 56% and data ARPU by 9%, driving the 3.6% revenue growth.

Commercial revenue declined due to the expected decline in T-Mobile revenue. As reported throughout 2023, T-Mobile disconnected backhaul circuits as part of their decommissioning of the former Sprint network. The revenue decline reflects a full period of these disconnects and a reduction in related early termination fees.

We still expect about $7 million in lower T-Mobile revenue in 2024 compared to 2023 and for commercial fiber revenue to return to mid- to high single-digit growth rates starting in 2025 as previously disclosed. RLEC revenue decline was driven by DSL migrations to our faster broadband services and a decline in government support revenue.

We expect the government support revenue to increase in the second half of 2024. Incumbent broadband market revenue decline was due to lower data subscribers in the approximately 20% of our passings where we face another broadband provider.

Although our competitive response has been effective in maintaining ARPU levels and reducing churn in these markets, gross adds have declined in these markets driving the decline in subscribers and revenue. Adjusted EBITDA grew 20% to $23.3 million in the second quarter 2024. The former Horizon markets contributed $3.7 million of adjusted EBITDA.

Excluding Horizon, adjusted EBITDA grew slightly from the same period a year ago. The slower than usual growth in adjusted EBITDA was due primarily to the expected decline in T-Mobile revenue and nonrecurring adjustments that we don’t expect to recur in the second half of the year.

Adjusted EBITDA margin declined from 29% to 27% due to the same drivers and less sale and lower margin in the former Horizon business. We expect margins to improve in future quarters as we realize the full $10.6 million of target expense synergies.

As noted on Slide 7, we realized $4.6 million or 43% of our annual run-rate target synergies as we exit the second quarter. I’d now like to update you on our liquidity position and debt maturities as of the end of the second quarter.

As reflected on Slide 8, our liquidity position was $412 million, including about $44 million of cash, $225 million in available delay-draw term loans and $143 million in available revolver capacity. We are well positioned to fund our business plan. As of June 30, we have $297 million of outstanding debt. The first major maturity is June 2026.

Our net leverage ratio based on annualized second quarter 2024 adjusted EBITDA is 2.7x. For bank loan purposes, net leverage is approximately 2.2x when you consider add-backs for expected synergies and Glo Fiber market losses. And now I’ll turn the call over to Ed..

Thank you, Jim, and good morning. I’ll start on Slide 10 with an update on our integrated broadband network. With the launch of multi-gigabit broadband services in Sussex County, Delaware, and Warrenton, Virginia, we now offer Glo Fiber in 27 markets across six states.

We continue to build additional passings in our existing markets, and we have engineering, permitting and/or construction in progress in five additional markets, including our newest market of Steubenville, Ohio. Our extensive fiber optic network that connects our broadband markets now consists of over 16,000 route miles of flavor.

As shown on Slide 11, we now have approved franchise agreements in place for 633,000 Glo Fiber passings, including 62,000 in our new Ohio expansion markets. In addition, we have 28,000 passings approved as part of government grant projects in unserved areas, including 4,500 in former Horizon markets.

We constructed almost 24,000 new fiber passings in the second quarter, bringing our total fiber passings to more than 302,000, including our new Glo Fiber expansion markets in Ohio and government subsidized builds.

We are pleased with our construction pace, and we’ve built 30% more passing in the second quarter of 2024 than we built in the second quarter of 2023. Our construction pipeline is robust with 358,000 additional passings in various stages of engineering, permitting and construction, including 51,000 passings in Ohio.

As we ramp up Glo Fiber construction in our expansion markets, we continue to see strong customer growth as shown on Slide 12. Year-over-year, we increased our number of Glo Fiber customers by 62% and ended the second quarter at over 53,000.

This includes almost 2,000 customers from the Horizon acquisition as well as almost 5,000 net adds in the second quarter. Our total number of data, video and voice revenue generating units reached almost 65,000 at the end of the quarter, up almost 58% year-over-year.

Glo Fiber broadband data penetration rates in our Mid-Atlantic markets increased from 18% a year ago to 18.2% at the end of the second quarter, and we constructed over 99,000 additional passings in these markets during that same time period.

With the addition of former Horizon markets with 12.8% penetration, our overall broadband data penetration rate declined slightly to 17.9% at the end of the second quarter.

Our broadband data average revenue per user increased over 8% year-over-year due to a combination of rate adjustments, additional equipment revenue and customers selecting higher speed tiers.

In the second quarter, 50% of our residential subscribers adopted speed tiers of 1 gig or higher, including approximately 7% that took speeds of 2 gig or higher. Our broadband data churn for the second quarter was 1.18%, a slight increase year-over-year, driven by customers moving out of our markets.

Our churn to competitors remained extremely low and consistent with the previous year. On Slide 13, we’ve updated our data penetration rates as our markets mature, and we continue to increase penetration rates across all our cohorts.

The first year after launching a Glo Fiber market, we typically see data penetration rates of approximately 17%, and after 3 years, penetration rates typically exceed 25%. Ultimately, we expect to reach average terminal penetration rates of about 37%, 5 to 6 years after launching service in a new area.

The decline in expected terminal penetration from 38% to 37% is due to the addition of planned Ohio Glo Fiber markets, which have lower expected terminal penetration rates than our Mid-Atlantic markets. Our underwriting models align terminal penetration with market demographics.

Although expected market penetration may be lower in our Ohio markets, we also expect average construction cost to pass homes to be lower, and we still expect returns on investments to be similar to those we’ve shared previously. Let’s shift to our operating results for our incumbent broadband markets on Slide 14.

These metrics cover our Shentel incumbent cable markets and former Horizon telephone markets with fiber-to-the-home passes. Broadband data subscribers increased slightly year-over-year to 111,000 driven by the acquisition of approximately 3,000 broadband data customers for Horizon.

Total data, voice and video revenue generating units remained consistent year-over-year at approximately 186,000 with RGUs acquired from Horizon offsetting losses in Shentel incumbent cable markets.

Our overall data penetration decreased to 47.8% at the end of the second quarter with penetration in the Shentel incumbent cable markets and the Horizon incumbent telephone markets of 49.6% and 21.6%, respectively. We believe there is upside in the former Horizon markets to improve penetration and gain parity with the cable provider.

Over the past year, we’ve constructed over 4,000 fiber passings as part of government grant projects in unserved areas in our incumbent cable markets.

We have a total of 28,000 fiber passings approved as part of government subsidized projects, and we see significant customer growth opportunities in these unserved areas as we complete construction over the next few years.

Despite the competitive pressure in portions of some incumbent markets, broadband data ARPU increased by 2.4% year-over-year to more than $84 offsetting most of the decrease in revenue from fewer RGUs.

Broadband data churn improved to 1.69% for the second quarter, an improvement of 12 basis points year-over-year as we increased broadband speeds over the past year, giving customers higher speeds and more value for the same price.

We’ve seen limited impact from the end of the affordable connectivity program with ACP customer disconnects accounting for about 15 basis points of the churn in the second quarter. At the end of the quarter, only about 3.5% of our incumbent broadband customers were on plans previously supported by ACP.

We continue to offer these customers a low-priced plan and more than 80% of the former ACP customers were current on their balance at the end of the second quarter. I will move on to Slide 15, where we highlight our broadband commercial fiber business.

In the second quarter, we booked new sales totaling 154,000 in monthly revenue, up over 50% year-over-year with the addition of the former Horizon markets. Our new installed monthly revenue for the second quarter was approximately $186,000 and we finished the quarter with an installation backlog of $701,000 in monthly revenue.

Excluding the impact of the T-Mobile network rationalization that Jim discussed earlier, monthly churn and compression decreased year-over-year to 0.5% as our sales and network operations teams continue to take great care of our customers. Our year-to-date capital spending and full year guidance for 2024 are reflected on Slide 16.

Total capital investments through the end of the second quarter totaled approximately $151 million, including approximately $11 million in the former Horizon markets.

Our Glo Fiber and government subsidized investments have been in line with our expectations year-to-date, and we plan to finish the year with capital investments in the $290 million to $329 million range, including between $30 million and $39 million in former Horizon markets. Thank you very much. And operator, we’re now ready for questions..

[Operator Instructions] And your first question comes from the line of Frank Louthan with Raymond James. Please go ahead..

Sorry. Hey. Great. Thank you.

I wanted to see, have you seen any changes or indication that Verizon is expanding its fiber upgrades in your markets? And then can you walk us through the pace of the tower decommissioning by T-Mobile, or how much have they dropped this year? And what kind of notices have you gotten for the rest of the year on that business? Thanks..

Frank, this is Ed. I will comment first on Verizon and then kick it over to Jim to talk about T-Mobile. But from a Verizon fiber-to-the-home standpoint, we have not seen any material activity in our markets.

We have seen a few isolated neighborhoods where they build fiber-to-the-home, but never a significant announcements or construction projects underway that we have seen..

Yes.

And Frank, could you repeat the question on T-Mobile, please?.

Yes.

Can you just – can you quantify sort of the pace of revenue that’s been lost as T-Mobile’s kind of decommission things this year? And any indications or notices they have given you for what that will look like for the full year? How much of that will go away in 2024?.

Okay. Yes. So, Frank, most of the – almost all of the disconnects for the backhaul occurred in ‘23. We have had a few lingering ones that came in, in the first half of ‘24, but relatively very small dollars. So, the guidance that we shared with you earlier in the year was we expect about $7 million less in T-Mobile revenue in ‘24 compared to ‘23.

To-date, it looks like we are about $3.5 million of that so far has come through. So, it looks like we are right on schedule with where we thought we would be..

Okay. That’s helpful. And then….

Yes, Frank, just to add to it. We have about 170 backhaul circuits that are under long-term contracts. I think we have 6 years left on the contracts. So, we are basically at a steady pace now from that revenue streams. And of course, our team is working to expand that relationship and add additional backhaul circuits down the road.

But we have hit the point that we are at the steady state, if that also helps to answer your question..

Okay. Great.

And then as far as your 2026 debt stack, when does that go current in 2025? And what conversations have you had about trying to refinance that?.

Yes. So, $150 million of our term loans matures in June of ‘26. We haven’t – I haven’t had any concrete conversations with our banks on refinancing at this stage. I am kind of targeting the second half of next year to take care of doing the refinancing.

And whether that’s under the current term facility that we have today with our banks or whether that’s on a new facility, to be determined. We are looking at different options of how to minimize our cost of debt..

Got it. Okay. Great. Thank you..

Thanks Frank..

Your next question comes from the line of Hamed Khorsand with BWS Financial. Please go ahead..

Hi. Good morning. So, first question I had is, do you feel obligated or pressured in any way to lower pricing in your markets where you are seeing competition at all or another format is also where you are entering with Glo Fiber for the first time.

Do you think that you have to enter with a lower rate card?.

Yes. Hamed, this is Ed. I will start off with that. We really don’t at this point, 95% of our passings in Glo Fiber don’t have a fiber competitor. So, we believe we have the superior product from a speed standpoint. We are really focused on local customer service and fair straightforward pricing.

So, we do not feel the need to offer significant discounts as we go into these markets, and we have had success adding customers without doing that..

Okay. And those customers are coming on with you as Glo Fiber.

Are they quickly opting for the higher speeds, or are they transitioning after 6 months or 12 months to a different speed?.

We do see some upgrades, but out of the gate, over half of our customers are selecting 1 gig speed or higher. Last quarter, it was 43% selecting 1 gig and then actually 7% selected 2 gig speeds. So, we are – out of the gate, we are seeing customers self-select the higher speeds..

Alright. And my last question was about the CapEx plan for this year.

Given the commentary about cost rising, any plan to accelerate some of the CapEx?.

So, at this point, we don’t plan to accelerate the CapEx. Really, what’s keeping us from doing that is permitting and make-ready work for pole attachments, that’s the biggest challenge that’s keeping our construction pace where it is currently, so I would say at this point, we don’t plan to accelerate the CapEx..

Thank you..

Thank you..

That concludes our Q&A session. I will now turn the conference back over to Jim Volk, Senior Vice President of Finance and CFO for our closing remarks..

Thank you for all – everyone for joining us today. We look forward to updating on our fiber first strategy and progress in the future quarters. Have a good day..

Ladies and gentlemen, that concludes today’s call. Thank you all for joining. You may now disconnect..