What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-25 compared with 2020-02-26 · 33 added, 28 removed, 42 unchanged (59% of the section changed)

2 unchanged sentences

The Company's stock is traded on the Nasdaq Global Select Market under the symbol “SHEN.” The following table indicates the closing high and low sales prices per share of common stock as reported by the Nasdaq Global Select Market for each quarter during the last two years:

2020 High Low

Fourth Quarter $ 47.47 $ 42.87

2 unchanged sentences

First Quarter 49.50 39.32

2019 High Low

Fourth Quarter $ 41.73 $ 29.61

4 unchanged sentences

The following graph and table show the cumulative total shareholder return on the Company’s common stock compared to the Nasdaq US Index and the Nasdaq Telecommunications Index for the period between December 31, 2015 and December 31, 2020.

The Nasdaq Telecommunications Index represents a wide mix of telecommunications service and equipment providers and smaller carriers that offer similar products and services and serve similar markets.

The graph assumes $100 was invested on December 31, 2014 in the Company’s common stock, and the other two indexes, and that all dividends were reinvested and market capitalization weighting as of December 31, 2015 , 2016 , 2017 , 2018 and 2019 .

Our performance graphs use comparable indexes provided by Nasdaq Global Indexes.

The graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, 2015 to December 31, 2020.

2015 2016 2017 2018 2019 2020

Shenandoah Telecommunications Company $ 100 $ 128 $ 160 $ 210 $ 199 $ 208

NDAQ US $ 100 $ 113 $ 137 $ 130 $ 170 $ 206

NDAQ Telecom Stocks $ 100 $ 124 $ 124 $ 115 $ 146 $ 160

1 unchanged sentence

Dividend Policy

Dividends are paid to Shenandoah Telecommunications Company shareholders from accumulated dividends paid to it by its operating subsidiaries.

Under the Company’s credit agreement, the Company is restricted in its ability to pay dividends in the future.

2 unchanged sentences

Years Ended December 31,

2016 2017 2018 2019 2020

Cash Dividend $ 0.25 $ 0.26 $ 0.27 $ 0.29 $ 0.34

The Company expects to pay the Special Dividend in the second quarter 2021 after the close of the Shentel Wireless transaction, subject to the approval of Shentel’s Board of Directors.

Dividend Reinvestment Plan

2 unchanged sentences

In conjunction with the vesting of shares 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.

Based on the current number of shares enrolled in the DRIP, the Company expects that 1.5 million new shares of common stock will be issued to DRIP participants during the first half of 2021 in connection with the Special Dividend.

Purchases of Equity Securities by the Issuer or Affiliated Purchasers

The following table provides information about shares repurchased during the fourth quarter ended December 31, 2019 , to settle employee tax withholding related to the vesting of stock awards and through the share repurchase program.

($ in thousands, except per share amounts)

Number of Shares

Average Price

Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Approximate Dollar Value that May Yet be Purchased under the Plans or Programs (1)

The following table provides information about shares surrendered during the fourth quarter ended December 31, 2020, to settle employee tax withholding related to the vesting of stock awards and through the share repurchase program.

($ in thousands, except per share amounts) Number of Shares

Surrendered Average Price

Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value that May Yet be Purchased under the Plans or Programs

October 1 to October 31 — $ — $ — $ —

1 unchanged sentence

December 1 to December 31 — — — $ —

______________________________________________________

(1) On October 29, 2019, the Company's Board of Directors authorized a program to repurchase an aggregate of $80 million of Shentel's outstanding common stock.

The Company intends to use a combination of cash on hand and cash generated by operations to fund additional repurchases under this program through open market or privately negotiated transactions.

SELECTED FINANCIAL DATA

1 unchanged sentence

Our historical results are not necessarily indicative of our results in any future periods.

The summary of our consolidated financial data set forth below should be read together with our consolidated financial statements and related notes, as well as the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this Annual Report on Form 10-K.

The summary of our consolidated financial data set forth below should be read together with our consolidated financial statements and related notes, as well as the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this Annual Report on Form 10-K.

All periods reflect the operating results, cash flows, and financial position, related to our Wireless operations as discontinued operations.

Additionally, those assets and liabilities which are expected to transfer in the sale of our discontinued Wireless operations are presented as held for sale in our Consolidated Balance Sheets.

Years Ended December 31,

(in thousands, except share and per share amounts) 2020 2019 2018

Revenue $ 220,775 $ 206,862 $ 192,683

Operating expenses 221,922 207,581 195,652

Operating income

Interest expense

Income tax expense (benefit)

Net income (loss)

Operating loss (1,147) (719) (2,969)

Income tax (benefit) expense (586) 173 (1,343)

Income from continuing operations 2,626 2,388 2,077

Income from discontinued operations, net of tax 124,097 53,568 44,518

Net income $ 126,723 $ 55,956 $ 46,595

Shareholder Information:

Shares outstanding 49,867,676 49,670,603 49,630,119

Earnings (loss) per share - basic

Earnings (loss) per share - diluted

Net income per share, basic and diluted:

Basic - Income from continuing operations $ 0.05 $ 0.05 $ 0.04

Basic - Income from discontinued operations, net of tax $ 2.49 $ 1.07 $ 0.90

Basic net income per share $ 2.54 $ 1.12 $ 0.94

Diluted - Income from continuing operations $ 0.05 $ 0.05 $ 0.04

Diluted - Income from discontinued operations, net of tax $ 2.48 $ 1.07 $ 0.89

Diluted net income per share $ 2.53 $ 1.12 $ 0.93

Cash dividends per share $ 0.34 $ 0.29 $ 0.27

Years Ended December 31,

2020 2019 2018

Cash and cash equivalents $ 195,397 $ 101,651 $ 85,086

Accounts receivable

Operating lease right-of-use assets

Property, plant and equipment, net

Deferred charges and other assets

Total debt - including current maturities

Operating lease liabilities

Assets held for sale $ 1,133,294 $ 1,196,575 $ 910,596

Total assets $ 2,031,707 $ 1,898,902 $ 1,487,488

Liabilities held for sale $ 452,202 $ 422,335 $ 46,487

Total liabilities $ 1,449,313 $ 1,426,474 $ 1,043,254

Total Shareholders' equity

Capital expenditures $ 120,450 $ 67,048 $ 56,631

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity