8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 4, 2015

Shenandoah Telecommunications Company

(Exact name of registrant as specified in its charter)

Virginia	0-9881	54-1162807
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Shentel Way P.O. Box 459 Edinburg, VA	22824
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (540) 984-4141

Not applicable

 (Former name or former address, if changed since last report.)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Regulation FD:  On May 4, 2015, Shenandoah Telecommunications Company held its first quarter 2015 earnings release conference call.  The materials attached hereto as Exhibit 99.1 were utilized during the conference call.  These materials are also available on the Company’s website.

These materials may contain forward-looking statements about Shenandoah Telecommunications regarding, among other things, our business strategy, our prospects and our financial position.  These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties.  Shenandoah Telecommunications undertakes 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.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

The following exhibit is furnished with this Current Report on Form 8-K.

99.1 First Quarter 2015 Earnings Release Conference Call Slides

SIGNATURE

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 4, 2015	/s/ Adele M. Skolits
	Adele M. Skolits
	Vice President - Finance and
	Chief Financial Officer
	(Duly Authorized Officer)

2

EX-99.1

 May 4, 2015  1Q 2015Earnings Conference Call  Exhibit 99.1 

Exhibit 99.11Q 2015Earnings Conference CallMay 4, 2015

 Safe Harbor Statement  This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these similar words, or by discussions of strategy or risks and uncertainties. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections. Important factors that could cause actual results to differ materially from such forward-looking statements include, without limitation, risks related to the following: Increasing competition in the communications industry; andA complex and uncertain regulatory environment.A further list and description of these risks, uncertainties and other factors can be found in the Company’s SEC filings which are available online at www.sec.gov, www.shentel.com or on request from the Company. The Company does not undertake to update any forward-looking statements as a result of new information or future events or developments. 

Safe Harbor StatementThis presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our business strategy, our prospects and our financial position.  These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these similar words, or by discussions of strategy or risks and uncertainties.  These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections.  Important factors that could cause actual results to differ materially from such forward-looking statements  include, without limitation, risks related to the following: Increasing competition in the communications industry; andA complex and uncertain regulatory environment.A further list and description of these risks, uncertainties and other factors can be found in the Company’s SEC filings which are available online at www.sec.gov, www.shentel.com or on request from the Company.  The Company does not undertake to update any forward-looking statements as a result of new information or future events or developments.

 Use of Non-GAAP Financial Measures  Included in this presentation are certain non-GAAP financial measures that are not determined in accordance with US generally accepted accounting principles. These financial performance measures are not indicative of cash provided or used by operating activities and exclude the effects of certain operating, capital and financing costs and may differ from comparable information provided by other companies, and they should not be considered in isolation, as an alternative to, or more meaningful than measures of financial performance determined in accordance with US generally accepted accounting principles. These financial performance measures are commonly used in the industry and are presented because Shentel believes they provide relevant and useful information to investors. Shentel utilizes these financial performance measures to assess its ability to meet future capital expenditure and working capital requirements, to incur indebtedness if necessary, return investment to shareholders and to fund continued growth. Shentel also uses these financial performance measures to evaluate the performance of its businesses and for budget planning purposes. 

Use of Non-GAAP Financial MeasuresIncluded in this presentation are certain non-GAAP financial measures that are not determined in accordance with US generally accepted accounting principles.  These financial performance measures are not indicative of cash provided or used by operating activities and exclude the effects of certain operating, capital and financing costs and may differ from comparable information provided by other companies, and they should not be considered in isolation, as an alternative to, or more meaningful than measures of financial performance determined in accordance with US generally accepted accounting principles.  These financial performance measures are commonly used in the industry and are presented because Shentel believes they provide relevant and useful information to investors.  Shentel utilizes these financial performance measures to assess its ability to meet future capital expenditure and working capital requirements, to incur indebtedness if necessary, return investment to shareholders and to fund continued growth.   Shentel also uses these financial performance measures to evaluate the performance of its businesses and for budget planning purposes

 Chris FrenchPresident and CEO 

Chris FrenchPresident and CEO

 First Quarter 2015 Highlights  Net Income Growth – Q1’15 v. Q1’14Increased 19.4% over Q1’14 to $10.3 millionAdjusted OIBDA increased 12.5% to $35.7 millionRevenue Growth Revenue grew 4.8% over Q1’14 to $84.3 millionCustomer Growth 3/31/14 3/31/15 ChangeWireless 413,562 438,861 +25,299Cable (RGUs) 116,592 124,015 +7,423 

First Quarter 2015 HighlightsNet Income Growth – Q1’15 v. Q1’14Increased 19.4% over Q1’14 to $10.3 millionAdjusted OIBDA increased 12.5% to $35.7 millionRevenue Growth Revenue grew 4.8% over Q1’14 to $84.3 millionCustomer Growth 3/31/14       3/31/15      ChangeWireless 413,562        438,861       +25,299Cable (RGUs) 116,592        124,015         +7,423

 Wireless Highlights  PCS Customers (000s)  Postpaid Growth Postpaid customers up 5.8% over last 12 monthsPrepaid GrowthPrepaid customers up 6.7% over last 12 monthsOperating Income IncreaseImprovement of $2.6 million, or 15.7% 

Wireless HighlightsPostpaid Growth       Postpaid customers up 5.8% over last 12 monthsPrepaid GrowthPrepaid customers up 6.7%  over last 12 monthsOperating Income IncreaseImprovement of $2.6 million, or 15.7%

 Cable Highlights  Revenue GrowthOperating revenues $23.3 million, growth of 13.8% over Q1’14Q1’15 Adjusted OIBDA $5.1 million, up 33.0% from Q1’14124,015 RGUs at Q1’15, up 6.4% over Q1’14  Cable OIBDA (in millions)  Cable RGUs 

Cable HighlightsRevenue GrowthOperating revenues $23.3 million, growth of 13.8% over Q1’14Q1’15 Adjusted OIBDA $5.1 million, up 33.0% from Q1’14124,015 RGUs at Q1’15, up 6.4% over Q1’14Adjusted OIBDA Margin Shows Long Term ImprovementCable OIBDA (in millions)Cable RGUs

 Other Highlights  Wireline and Cable -Fiber lease revenues of $8.0 million, down 1.0% from Q1’14154 towers generated $1.7 million of OIBDA, down 4.4% over Q1’15  *Fiber Lease Revenue (in millions)  Mobile Tower OIBDA ($ thousands)  *Includes both Affiliate and Non-affiliate revenues 

Other HighlightsWireline and Cable -Fiber lease revenues of $8.0 million, down 1.0% from Q1’14154 towers generated $1.7 million of OIBDA, down 4.4% over Q1’15*Fiber Lease Revenue (in millions)*Includes both Affiliate and Non-affiliate revenuesMobile Tower OIBDA ($ thousands)

 Adele SkolitsVP of Finance and CFO 

Adele SkolitsVP of Finance and CFO

 Profitability  Consolidated Results($ in thousands, except per share amounts)     3/31/14     3/31/15    Change  Operating Income   $ 15,680     $ 18,526    18%                  Net Income    $ 8,616      $ 10,286     19%                  Earnings Per Share: Basic Diluted  $ 0.36$ 0.36       $ 0.43 $ 0.42    19%17%   For the Quarter Ended:___  

ProfitabilityConsolidated Results($ in thousands, except per share amounts)Operating IncomeNet Income Earnings Per Share:Basic   Diluted             For the Quarter Ended:___3/31/14 3/31/15Change $   15,680 $    18,52618% $     8,616 $    10,28619%$       0.36$       0.36  $       0.43    $       0.4219%17%

 Profitability  Adjusted OIBDA ($ thousands) 

ProfitabilityAdjusted OIBDA ($ thousands)

 Adjusted OIBDA by Segment ($ millions) 

Adjusted OIBDA by Segment ($ millions)

 Wireless Segment – Change in Adjusted OIBDA Q1’15 vs. Q1’14 ($ millions) 

Wireless Segment – Change in Adjusted OIBDA Q1’15 vs. Q1’14 ($ millions)

 Cable Segment – Change in Adjusted OIBDA Q1’15 vs. Q1’14 ($ millions) 

Cable Segment – Change in Adjusted OIBDA Q1’15 vs. Q1’14 ($ millions)

 Earle MacKenzieEVP and COO 

Earle MacKenzieEVP and COO

 Postpaid Customer Growth  PCS Postpaid Customers (000s) 

Postpaid Customer GrowthPCS Postpaid Customers (000s)

 Postpaid Customer Additions  Net Additions - Postpaid  Gross Additions - Postpaid  Net adds of 3,211 in Q1 2015 versus 1,304 in Q1 2014Q1 2015 churn of 1.60%, down from 1.73% in Q1 2014Shentel-controlled channels produced 39% of gross adds in Q1 2015 and 55% in Q1 2014 

Postpaid Customer AdditionsNet Additions - PostpaidGross Additions  - PostpaidNet adds of 3,211 in Q1 2015 versus 1,304 in Q1 2014Q1 2015 churn of 1.60%, down from 1.73% in Q1 2014Shentel-controlled channels produced 39% of gross adds in Q1 2015 and 55% in Q1 2014

 Billed Revenue per Customer Down; Data Usage Increasing  Gross Billed Service Revenue per Postpaid User – Data & Voice 1  1 – Before Service credits, bad debt, Sprint Nextel fees.  

Billed Revenue per Customer Down; Data Usage IncreasingGross Billed Service Revenue per Postpaid User  – Data & Voice ^{1 1 – Before Service credits, bad debt, Sprint Nextel fees}

 PCS Revenues  Gross Billed Revenues - Postpaid ($ millions)  * 

PCS RevenuesGross Billed Revenues  - Postpaid ($ millions)

 PCS Prepaid Statistics  Gross Additions (000s)  Cumulative Customers (000s)    *The loss of customers in Q2’14 related to more stringent governmental requirements for customers renewing their eligibility for the government subsidized Assurance program. 

PCS Prepaid StatisticsGross Additions (000s)Cumulative Customers (000s)*The loss of customers in Q2’14 related to more stringent governmental requirements for customers renewing their eligibility for the government subsidized Assurance program.

 PCS Prepaid Statistics  Churn %  Average Gross Billed Revenue 

PCS Prepaid StatisticsChurn %Average Gross Billed Revenue

 Network Statistics at 3/31/15  542 Cell Sites95% have a second LTE carrier at 800 MHz126 sites have three carriers, including a second carrier at 1900 MHzTraffic 84% of data traffic is on LTE, with 35% on 800 MHzData usage grew 15% in Q1’15Average speeds of approximately 5 MbpsAverage customer uses approximately 3.8 GB per monthDropped calls - 0.6%Blocked calls - 0.4% 

Network Statistics at 3/31/15542 Cell Sites95% have a second LTE carrier at 800 MHz126 sites have three carriers, including a second carrier at 1900 MHzTraffic 84% of data traffic is on LTE, with 35% on 800 MHzData usage grew 15% in Q1’15Average speeds of approximately 5 MbpsAverage customer uses approximately 3.8 GB per monthDropped calls - 0.6%Blocked calls - 0.4%

 Cable - RGU Growth by Quarter  Customers   70,670   69,889(1)  71,302  71,298  72,192  RGU's/Customer   1.65   1.66  1.69  1.71  1.72  College students disconnect during summer 

Cable - RGU Growth by QuarterCustomers 70,670 69,889⁽¹⁾71,30271,29872,192RGU's/Customer  1.65 1.661.691.711.72College students disconnect during summer

 Increasing Average Monthly Cable Revenue  Average Monthly Revenue per RGU  Average Monthly Revenue per Customer*  *Average monthly revenue per video subscriber was $122.59 and $141.46 for Q1 2014 and Q1 2015, respectively. 

Increasing Average Monthly Cable RevenueAverage Monthly Revenue per RGUAverage Monthly Revenue per Customer**Average monthly revenue per video subscriber was $122.59 and $141.46 for Q1 2014 and Q1 2015, respectively.

 Key Operational Results – Cable*  *Excludes cable operations in Shenandoah County, VA which are included in the Wireline segment. 

Key Operational Results – Cable**Excludes cable operations in Shenandoah County, VA which are included in the Wireline segment.

 Key Operational Results - Wireline  Access line loss of 1.3% in past 12 monthsBroadband penetration in LEC area at 59.2%Total connections at 3/31/15 of 34.5 thousand5,599 video subscribers at 3/31/15  Access lines (000s)  DSL Customers (000s) 

Key Operational Results - WirelineAccess line loss of 1.3% in past 12 monthsBroadband penetration in LEC area at 59.2%Total connections at 3/31/15 of 34.5 thousand5,599 video subscribers at 3/31/15Access lines (000s)DSL Customers (000s)

 Wireline and Cable Fiber Sales ($ millions)  Fiber Lease Revenue  New External Fiber Lease Contracts*  * Amounts shown represent the total contract value. Contract Terms range from 36 to 120 months. Revenues may be booked either in the Wireline or Cable segment depending on which assets are used to provide the service. 

Wireline and Cable Fiber Sales ($ millions)Fiber Lease RevenueNew External Fiber Lease Contracts** Amounts shown represent the total contract value. Contract Terms range from 36 to 120 months. Revenues may be booked either in the Wireline or Cable segment depending on which assets are used to provide the service.

 Investing in the Future  Capex Spending ($ millions)  * Accounts payable at December 31, 2013 and 2012 included $6.5 million and $24.7 million associated with PCS Network Vision capital expenditures.  2015 Capex Budget:33% Network Capacity30% Network Maintenance20% Network Expansion17% Success-Based 

Investing in the FutureCapex Spending ($ millions)2015 Capex Budget:33% Network Capacity30% Network Maintenance20% Network Expansion17% Success-Based* Accounts payable at December 31, 2013 and 2012 included $6.5 million and $24.7 million associated with PCS Network Vision capital expenditures.

 Q&A 

Q&A

 Appendix 

Appendix

 Non-GAAP Financial Measures – Billed Revenue per Prepaid & Postpaid Subscriber  Calculation of Billed revenue per subscriber = Gross billed revenue / Average subscribers / 3 months 

Non-GAAP Financial Measures – Billed Revenue per Prepaid & Postpaid SubscriberCalculation of Billed revenue per subscriber = Gross billed revenue / Average subscribers / 3 months

 Postpaid PCS Customers Top Picks Q1 2015  Top Service Plans – 53% of Gross Adds  Top Devices – New Activations – All Channels  Family Unlimited, Talk/Text/Data  14%  Unlimited, My Way  11%  Unlimited, Talk/Text  11%  20GB Share Pack  9%  $50 Unlimited Plan   8%  iPhone  41%  Samsung Galaxy S  15%  Samsung Galaxy Tablet  11%  Smartphones made up 80% of the Postpaid base in Q1’15, up from 79% in Q4’14 and 77% in Q1’14. 

Postpaid PCS Customers Top Picks Q1 2015Top Service Plans – 53% of Gross AddsFamily Unlimited,       Talk/Text/Data14%Unlimited, My Way11%Unlimited, Talk/Text11%20GB Share Pack9%$50 Unlimited Plan  8%Top Devices – New Activations – All ChannelsiPhone41%Samsung Galaxy S15%Samsung Galaxy Tablet11%Smartphones made up 80% of the Postpaid base in Q1’15, up from 79% in Q4’14 and 77% in Q1’14.

 iPhone Statistics – Q1’15  41% of Q1 Gross Adds31% of iPhones were sold or upgraded in Shentel-controlled channels36.5% of 3/31/15 Postpaid customers had the iPhone, up from 35.1% at 12/31/14 and 30.3% at 3/31/14.iPhone Base – 3/31/1547% iPhone 5, 5C & 5S31% iPhone 6, 6 Plus22% iPhone 4 & 4S 

iPhone Statistics – Q1’1541% of Q1 Gross Adds31% of iPhones were sold or upgraded in Shentel-controlled channels36.5% of 3/31/15 Postpaid customers had the iPhone, up from 35.1% at 12/31/14 and 30.3% at 3/31/14.iPhone Base – 3/31/1547% iPhone 5, 5C & 5S31% iPhone 6, 6 Plus22% iPhone 4 & 4S

 Non-GAAP Financial Measure – Average Monthly Cable Revenue 

Non-GAAP Financial Measure – Average Monthly Cable Revenue

 Key Operational Results – Mobile Company  Mobile Tower Revenue ($ millions)  Towers and Leases 

Key Operational Results – Mobile CompanyTowers and LeasesMobile Tower Revenue ($ millions)