-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PV12JePHGSsuK0Qy+NJp4gkwzgL3yQ2xBVqliPJ5qhlJ4xHMbwqw/4vEEMa2+77Y F7NURaLFyFNA9KOZSenArw== 0000354963-98-000014.txt : 19980515 0000354963-98-000014.hdr.sgml : 19980515 ACCESSION NUMBER: 0000354963-98-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHENANDOAH TELECOMMUNICATIONS CO/VA/ CENTRAL INDEX KEY: 0000354963 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541162807 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-09881 FILM NUMBER: 98621193 BUSINESS ADDRESS: STREET 1: PO BOX 459 STREET 2: 124 SOUTH MAIN ST CITY: EDINBURG STATE: VA ZIP: 22824 BUSINESS PHONE: 5409844141 MAIL ADDRESS: STREET 1: P O BOX 459 CITY: EDINBURG STATE: VA ZIP: 22824 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1998 Commission File Number 0-9881 SHENANDOAH TELECOMMUNICATIONS COMPANY (Exact name of registrant as specified in its charter) Virginia 54-1162806 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification organization) Number) P.O. Box 459, Edinburg, Virginia 22824 (Address of principal executive office and zip code) Registrant's telephone number, including area code: (540) 984-4141 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 X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the close of the period covered by this report. Class Outstanding at April 30, 1998 Common Stock, No Par Value 3,755,760 Shares PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets March 31, 1998 and December 1997 1 - 2 Consolidated Statements of Income Three Months Ended March 31, 1998 and 1997 3 - 4 Consolidated Statements of Cash Flow Three Months Ended March 31, 1998 and 1997 5 - 6 Notes To Consolidated Financial Statements 7 Item II. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 14 PART II. OTHER INFORMATION Item 4. Submission of Matters To a Vote of Security Holders 15 Item 6. Exhibits and Reports On Form 8-K 15 Signatures 16 PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS ASSETS [CAPTION] March 31, 1998 December 31, 1997 [S] [C] [C] CURRENT ASSETS Cash & Cash Equivalents $ 5,282,345 $ 5,203,521 Certificates of Deposit 100,000 204,122 Investments Held to Maturity 1,123,917 1,622,433 Accounts Receivable 6,417,208 5,682,798 Materials 4,796,498 3,968,791 Prepaid and Other Current Assets 501,408 507,165 ----------- ----------- TOTAL CURRENT ASSETS $18,221,376 $17,188,830 ----------- ----------- NON-CURRENT ASSETS Investment in Available for Sale Securities $ 4,256,331 $ 3,597,997 Investment Held to Maturity Securities 499,581 499,581 Other Investments 5,241,338 4,721,517 ----------- ----------- TOTAL NON-CURRENT ASSETS $ 9,997,250 $ 8,819,095 ----------- ----------- PROPERTY, PLANT, AND EQUIPMENT Plant in Service $75,357,434 $74,144,956 Plant Under Construction 9,762,636 8,232,517 Less Accumulated Depreciation 26,405,228 25,313,297 ----------- ----------- NET PROPERTY, PLANT & EQUIPMENT $58,714,842 $57,064,176 ----------- ----------- OTHER ASSETS Cost in Excess of Net Assets of Business less Accumulated Amortization $ 5,063,197 $ 5,157,078 Deferred Charges and Other Assets 443,548 476,687 Radio Spectrum License net of Accumulated Amortization 689,813 702,036 ----------- ----------- $ 6,196,558 $ 6,335,801 ----------- ----------- TOTAL ASSETS $93,130,026 $89,407,902 =========== =========== See accompanying notes to consolidated financial statements. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS [CAPTION] LIABILITIES AND STOCKHOLDERS' EQUITY [S] March 31, 1998 December 31, 1997 CURRENT LIABILITIES [C] [C] Current maturities of LTD $ 544,954 $ 544,954 Accounts Payable 3,017,381 3,743,701 Advance Billing and Payments 547,176 631,815 Customers' Deposits 106,278 98,905 Other Current Liabilities 1,913,112 1,926,769 Income Taxes Payable 640,916 0 Other Taxes Payable 250,030 153,678 ----------- ----------- TOTAL CURRENT LIABILITIES $ 7,019,847 $ 7,099,822 ----------- ----------- LONG-TERM DEBT, LESS CURRENT MATURITIES $28,844,915 $26,815,706 ----------- ----------- OTHER LIABILITIES AND DEFERRED CREDITS Deferred Investment Tax Credit $ 198,098 $ 216,256 Deferred Income Taxes 6,243,565 5,987,860 Pension and Other 1,019,938 883,568 ----------- ----------- $ 7,461,601 $ 7,087,684 ----------- ----------- MINORITY INTEREST $ 1,809,815 $ 1,894,206 ----------- ----------- STOCKHOLDERS' EQUITY Common Stock $ 4,734,377 $ 4,740,677 Retained Earnings 41,673,753 40,579,090 Unrealized gains on Available for sale securities 1,585,718 1,190,717 ----------- ----------- $47,993,848 $46,510,484 ----------- ----------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $93,130,026 $89,407,902 =========== =========== See accompanying notes to consolidated financial statements. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS [CAPTION] CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended March 31 [S] 1998 1997 OPERATING REVENUES Telephone Revenues [C] [C] Local Service $922,032 $859,022 Access 1,924,320 1,739,682 Toll 12,634 6,135 Miscellaneous: Directory 293,487 273,030 Facility Leases 502,615 476,706 Billing & Collection 118,424 105,036 Other Miscellaneous 41,406 48,386 --------- --------- Total Telephone Revenues $3,814,918 $3,507,997 Cable Television Revenues 716,668 615,121 ShenTel Service Revenues 526,367 473,950 Leasing Revenues 4,585 3,622 Mobile Revenues 2,057,042 1,790,323 PCS Revenues 666,736 255,543 Long Distance Revenues 218,833 241,978 Network Revenues 153,733 153,733 ---------- --------- TOTAL REVENUES AND SALES $8,158,882 $7,042,267 ---------- ---------- OPERATING EXPENSES Cost of Products & Service Sold $ 365,258 $ 397,208 Line Costs 100,379 95,361 Plant Specific 699,411 622,388 Plant Non-Specific: Network & Other 1,240,576 929,994 Depreciation and Amortization 1,281,531 1,110,488 Customer Operations 1,153,851 995,668 Corporate Operations 735,277 669,621 Other Operating Expenses 133,509 194,914 Taxes Other Than Income 218,719 98,177 ---------- ---------- Total Operating Expenses $5,928,511 $5,113,819 ---------- ---------- See accompanying notes to consolidated financial statements. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS [CAPTION] CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended March 31 1998 1997 [S] [C] [C] Operating Income $2,230,371 $1,928,448 Non-Operating Income less Expenses 209,387 229,416 Interest Expense (312,844) (356,449) ---------- ---------- Income Before Taxes $2,126,914 $1,801,415 Provision for Income Taxes 682,942 575,822 ---------- ---------- Net Income Before Minority Interest $1,443,972 $1,225,593 Minority Interest (255,609) (211,056) ---------- ---------- Net Income $1,188,363 $1,014,537 ========== ========== EARNINGS PER SHARE Weighted Average Common Shares Outstanding 3,758,316 3,760,760 ========== ========= Net Income per share, Basic and Diluted $0.32 $0.27 ========== ======== See accompanying notes to consolidated financial statements. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS [CAPTION] CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) THREE MONTHS ENDED MARCH 31 1998 1997 [S] CASH FLOWS FROM OPERATING ACTIVITIES [C] [C] Net Income $1,188,363 $1,014,537 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and Amortization 1,281,531 1,111,989 Deferred taxes 255,705 (7,628) Gain on Sale of Equity Investment (263,333) 0 (Income)/Losses on Equity Investments (516,032) 40,187 Minority Share of Income (84,391) 211,056 Other 156,243 (41,997) Decrease (increase) in: Accounts Receivable (734,410) 94,711 Materials and Supplies (827,707) (47,425) Increase (Decrease) in: Accounts Payable (726,320) (704,953) Income Taxes Payable 700,650 588,568 Other Deferrals and Accruals (48,548) (24,930) --------- --------- Net cash provided by operating activities $ 381,751 $2,234,115 ----------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Property and Equipment (2,830,985) (2,330,946) FCC Deposit Refund 0 953,400 Purchase of Intangible Assets Purchase of Certificates of Deposit 0 (499,582) Maturities of Certificates of Deposit 0 486,982 Proceeds from Investments 602,638 0 Other (3,789) 17,198 ---------- ---------- Net cash used in investing activities $(2,232,136) $(1,372,948) ----------- ----------- See accompanying notes to consolidated financial statements. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS [CAPTION] CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) THREE MONTHS ENDED MARCH 31 1998 1997 [S] CASH FLOWS FROM [C] [C] FINANCING ACTIVITIES Redemption of Common Stock $ (100,000) $ 0 Proceeds from Long Term Debt 2,166,556 601,500 Principal payments on Long Term Debt (137,347) (133,933) --------- -------- Net cash provided by financing activities 1,929,209 467,567 --------- -------- Net increase in cash and cash equivalents 78,824 1,328,734 --------- --------- Cash and Cash Equivalents: Beginning 5,203,521 3,763,468 ---------- ---------- Ending $5,282,345 $5,092,202 ========== ========== See accompanying notes to consolidated financial statements. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of management, the accompanying condensed consolidated financial statements which are unaudited, except for the condensed balance sheet at December 31, 1997, contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly Shenandoah Telecommunications Company's financial position as of March 31, 1998 and the results of operations and cash flows for the three month periods ended March 31, 1998 and 1997. While the Company believes that the disclosures presented are adequate, to make the information not misleading it is suggested that these financial statements be read in conjunction with the financial statements and notes included in the Company's annual report on Form 10- K. 2. The results of operations for the three-month period ended march 31, 1998 and 1997 are not necessarily indicative of the results to be expected for the full year. 3. The earnings per common share were computed on the weighted average number of shares outstanding. The Company has stock options outstanding, which are not dilutive, therefore basic and diluted earnings per share are the same. 4. Comprehensive income consists of the unrealized holding gains and losses on the Company's available-for-sale investment. The unrealized holding gains net of tax for the three month period ended March 31, 1998 was $395,001 and the unrealized holding loss net of tax for the three month period ended March 31, 1997 was $563,300. SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES ITEM II, MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following tables set forth, for the periods indicated, the percentages which certain items reflected in the financial data bear to total operating revenues and the percentage increase of such items as compared to the indicated prior period: RELATIONSHIP TO PERIOD TO PERIOD TOTAL REVENUES INCREASE OR DECREASE Three months ended Three months ended March 31 March 31 1998 1997 1998-97 1997-96 OPERATING REVENUES Telephone Revenues Local Service 11.30 12.20 7.34 8.63 Access 23.59 24.70 10.61 (1.92) Toll 0.15 0.09 105.93 40.87 Miscellaneous: Directory 3.60 3.88 7.49 (3.75) Facility Leases 6.16 6.77 5.44 10.04 Billing & Collection 1.45 1.49 12.75 (7.90) Other Miscellaneous 0.51 0.69 (14.43) 65.93 ------ ------ ------ ------ Total Telephone Revenues 46.76 49.81 8.75 2.30 Cable Television Revenues 8.78 8.73 16.51 179.43 ShenTel Service Revenues 6.45 6.73 11.06 20.43) Leasing Revenues 0.06 0.05 26.59 (21.41) Mobile Revenues 25.21 25.42 14.90 30.95 PCS Revenues 8.17 3.63 160.91 N/A Long Distance Revenues 2.68 3.44 (9.56) (14.90) Network Revenues 1.88 2.18 0.00 24.14 ------ ------ ------ ------ Total Revenues 100.00 100.00 15.86 20.95 ------ ------ ------ ------ PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES ITEM II, MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RELATIONSHIP TO PERIOD TO PERIOD TOTAL REVENUES INCREASE OR DECREASE Three months ended Three months ended March 31 March 31 1998 1997 1998-97 1997-96 OPERATING EXPENSES Cost of Products Sold 4.48 5.64 (8.04) 45.00 Line Costs 1.23 1.35 5.26 (29.14) Plant Specific 8.57 8.84 12.38 18.69 Plant Non-Specific: Network & Other 15.21 13.21 33.40 40.50 Depreciation and Amortization 15.71 15.77 15.40 38.37 Customer Operations 14.14 14.14 15.89 30.32 Corporate Operations 9.01 9.51 9.80 28.86 Other Operating & Expenses 1.64 2.77 (31.50) 320.38 Taxes Other Than Income 2.68 1.39 122.78 (2.12) ------ ------ ------ ------ Total Operating Expenses 72.66 72.62 15.93 33.60 ------ ------ ------ ------ Operating Income 27.34 27.38 15.66 (3.33) Non-Operating Income less Expenses 2.57 3.26 (8.73) (45.67) Interest Expense (3.83) (5.06) (12.23) 152.34 ------ ------ ------ ------ Income Before Income Taxes 26.07 25.58 18.07 (20.85) Provision for Income Taxes 8.37 8.18 18.60 (26.27) ------ ------ ------ ------ Income Before Minority Interest 17.70 17.40 17.82 (18.02) Minority Interest (3.13) (3.00) 21.11 73.79 ------ ------ ------ ------ Net Income 14.57 14.41 17.13 (26.14) ====== ====== ====== ====== /TABLE SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Shenandoah Telecommunications Company is a diversified telecommunications holding company providing both regulated and unregulated telecommunications services through its eight wholly- owned subsidiaries. This industry is in a period of transition from a protected monopoly to a competitive environment as evidenced by the passage of the Telecommunications Act of 1996. As a result, Shenandoah Telecommunications has made and plans to continue to make significant investments in the new and emerging technologies. The most significant revenue contributors are the regulated telephone local exchange company accounting for 46.8% of revenue and the cellular dominated operations of the Mobile subsidiary, accounting for 25.2% of revenue during the most recent quarter. Other significant services provided are paging, personal communications services (PCS), cable television, Internet access, long distance, and fiber facilities and towers leased to other telecommunications carriers. The Company also sells and leases equipment, mainly related to services provided. The Company also participates in emerging technologies by direct investment in non-affiliated companies. RESULTS OF OPERATIONS The regulated Company's largest source of revenue continues to be for access to the Company's local exchange network by interexchange carriers. The volume for approximately two-thirds of these access revenues generally tracks with changes in minutes of use. The minutes of use during the first quarter of 1998 increased 11.9%, compared to a decrease of .2% in 1997. The associated revenues increased 10.6% in first quarter 1998 compared to a 1.92% decrease in 1997. Management attributes these increases, in part, to inclement weather experienced the first quarter of 1997. First quarter cable television revenues increased 16.5% over the first quarter of 1997 due to rate increases and a 4.0% increase in the customer base. The 1997 increase of 179.4% was due to the acquisition of the CATV assets owned by FrontierVision Operating Partnership located in our service area on September 30, 1996. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The increase in the ShenTel Service revenues category for the first quarter of 1998 compared to 1997 was 11.1%. This was due to increases in Internet Service revenues. First quarter 1998 revenues from our Internet Service operations were up $118,018 or 64.9% compared to the first quarter of 1997. The increase is due to the increasing customer base. The increases in Internet access revenues were partially offset by decreases in equipment sales and rentals. These revenues decreased $69,524 or 50.2% compared to the first quarter of 1997. Financing lease revenues are chiefly for leases and rentals of customer premise equipment such as PBX's sold through Company subsidiaries. The Mobile revenues are mainly comprised of revenues from wireless communications services. First quarter 1998 local cellular revenues increased $188,764 or 23.4% compared to the same period in 1997. The increase in local cellular revenues was due to an increase in the customer base. First quarter 1998 outcollect roamer revenues increased $71,971 or 8.1% compared to the same period in 1997. Total revenues from the Cellular operation accounted for 23.9% of total Company revenues in the first quarter, compared to 24.2% in the first quarter of 1997. Total payroll costs (including capitalized costs) in the first three months of 1998 increased $116,251 or 8.2% compared to the same period in 1997. The increase is due to an increase in the size of the Company's work force. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) Cost of Goods Sold decreased 8.0% in the first quarter compared to the same period in 1997. This is due to a decrease in the volume of equipment sales in ShenTel and our cellular operations. The expense category Network and Other consists primarily of network support, engineering, and leased facilities costs. Of the 33.4% or $310,582 increase for the first quarter of 1998 over the first quarter of 1997, $141,932 is due from the PCS operation, $75,663 from the Internet access operation, and $67,676 is due to increases from our cellular operation. Depreciation and Amortization, our largest expense category, was 15.40% higher in the first quarter of 1998 compared to 1997. This is due to the pace of plant acquisition. Expenditures for construction and purchases of property and equipment for 1997 equaled $10,687,958. Comparable expenditures during 1997 equaled $22,835,061. Customer Operations increased 20.4% for the quarter compared to the same period in 1997. These costs are for the marketing and sales, billing, and customer service functions. As with the network and other category, increases for the Internet access, cellular, and PCS businesses are primarily responsible for the increase. The Other Operating Expense category consists of royalty expense paid to programming providers for the Cable Television subsidiary. The increase in these expenses year-to-date compared with the first quarter of 1997 is due to an increase in customer base and channels offered. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The Non-operating Income Less Expenses category consists mainly of the income or loss from investments made by the Company. This category showed a decrease of 8.7% in the first quarter compared to the same period in 1997, primarily due to a decrease in interest income. Interest expense has decreased $43,605 in the first quarter compared to the first quarter of 1997, due primarily to larger capitalized interest costs for plant under construction. The Company began drawing funds on the CoBank note (described below) in the third quarter of 1997. Draws on this note at March 31, 1998 equaled $18,170,276. LIQUIDITY AND CAPITAL RESOURCES On August 2, 1996, the Company signed a note with CoBank to borrow up to $25 million. The term of the loan is for up to 15 years, with multiple interest options. The Company began drawing these funds in the third quarter of 1996. A majority of these funds were used for the acquisition of the Shenandoah County CATV assets of FrontierVision in September of 1996, and to finance the building of the new network for the PCS operation. The Company anticipates making additional draws on this note in 1998 to fund in part the $8,000,000 capital budget for the non-telephone subsidiaries. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES (Continued) The Company budgeted capital expenditures of approximately $10,000,000 for the Telephone subsidiary in 1998. These capital needs will be met through internally generated cash flows and the existing Rural Telephone Bank note. The loan agreement with the RTB allows for additional borrowings of approximately $3,000,000. Expenditures of these loan funds is limited to capital projects for the regulated local exchange carrier. Based on a preliminary assessment, the Company has determined that significant portions of its software must be modified or replaced so that its computer systems will properly utilize dates beyond December 31, 1999. The vast majority of this software is provided by third parties. The Company is now in the process of implementing third party financial software that is Year 2000 certified, at an estimated cost of $900,000. The Company also utilizes third party software for customer care applications. These suppliers have asserted their software is presently Year 2000 compliant or will be in mid- 1998. The Company estimates its remaining software will be Year 2000 compliant by June 30, 1999. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY PART II OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders. ITEM 6. Exhibits and Reports on Form 8-K A. Exhibits Exhibit 27 - Financial Data Schedule B. Reports on Form 8-K On February 27, 1998, the Company filed a report on Form 8-K, reporting under Item 5, disclosing that on February 9, 1998, the Board of Directors adopted a Stockholders' Rights Plan, granting the existing stockholders the right to acquire additional shares of the Company's common stock at a substantial discount, should anyone acquire 15% or more of the Company's common stock or causes the Company to merge into or with another company. PAGE SHENANDOAH TELECOMMUNICATIONS COMPANY 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 (Registrant) May 14, 1998 CHRISTOPHER E. FRENCH Christopher E. French President May 14, 1998 LAURENCE F. PAXTON Laurence F. Paxton Vice President - Finance EX-27 2
5 3-MOS DEC-31-1998 MAR-31-1998 5,282,345 5,879,829 6,417,208 16,083 4,796,498 18,221,376 85,120,070 26,405,228 93,130,026 7,019,847 28,844,915 0 0 4,734,377 43,259,471 93,130,026 0 8,158,882 0 5,928,511 0 0 312,844 1,871,305 682,942 1,188,363 0 0 0 1,188,363 .32 .32
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