SHENANDOAH TELECOMMUNICATIONS CO/VA/ 10-K

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information 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 Third Quarter 56.14 42.36 Second Quarter 58.64 44.22 First Quarter 49.50 39.32 2019 High Low Fourth Quarter $ 41.73 $ 29.61 Third Quarter 41.63 30.70 Second Quarter 45.27 36.40 First Quarter 51.18 43.28 Stock Performance Graph 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 graph tracks the performance of a $100 investment, with the reinvestment of all dividends, from December 31, 2015 to December 31, 2020. 32 Table of Contents 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 Holders As of February 23, 2021, there were 3,876 holders of record of the Company’s common stock. Dividend Policy Under the Company’s credit agreement, the Company is restricted in its ability to pay dividends in the future. So long as no Default or Event of Default, as defined in the credit agreement, exists before or will result after giving effect to such dividends, distributions or redemptions on a pro forma basis, the Company may declare or pay a lawful dividend or other distribution of assets, or retire, redeem, purchase or otherwise acquire capital stock in an aggregate amount which when added to any such dividends, distributions or redemptions of capital stock or other equity interest made, declared or paid from January 1, 2016 to the date of declaration, does not exceed $25 million plus 60% of the Company’s consolidated net income (excluding non-cash extraordinary items such as write-downs or write-ups of assets, other than current assets). The table below sets forth the cash dividends per share of our common stock that our board of directors declared during the following years: 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 The Company maintains a dividend reinvestment plan (the “DRIP”) for the benefit of its shareholders. When shareholders remove shares from the DRIP, the Company issues whole shares in book entry form, pays out cash for any fractional shares, and cancels the fractional shares. 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 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 — $ — $ — $ — November 1 to November 30 758 $ 46.88 — $ — December 1 to December 31 — — — $ — Total 758 — 33 Table of Contents ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected consolidated financial data for the years presented and at the dates indicated below. 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 “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 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 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 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 Capital expenditures $ 120,450 $ 67,048 $ 56,631 34 Table of Contents