10-Q

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from__________ to __________

Commission File No.: 000-09881

SHENANDOAH TELECOMMUNICATIONS COMPANY

(Exact name of registrant as specified in its charter)

VIRGINIA	54-1162807
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 Shentel Way, Edinburg, Virginia    22824

(Address of principal executive offices)  (Zip Code)

(540) 984-4141

(Registrant's telephone number, including area code)

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 ☑  No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).         Yes  ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐ Accelerated filer ☑ Non-accelerated filer  ☐ Smaller reporting company  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☑

The number of shares of the registrant’s common stock outstanding on April 23, 2015 was 24,178,774.

SHENANDOAH TELECOMMUNICATIONS COMPANY

INDEX

		Page Numbers
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheets March 31, 2015 and December 31, 2014	3-4
	Unaudited Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Months Ended March 31, 2015 and 2014	5
	Unaudited Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2015 and the Year Ended December 31, 2014	6
	Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014	7-8
	Notes to Unaudited Consolidated Financial Statements	9-12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13-23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	25
PART II.	OTHER INFORMATION
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 6.	Exhibits	27
	Signatures	28
	Exhibit Index	29

2

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands)

ASSETS	March 31, 2015		December 31, 2014
Current Assets
Cash and cash equivalents	$	77,152	$	68,917
Accounts receivable, net		28,277		30,371
Income taxes receivable		5,433		14,752
Materials and supplies		10,261		8,794
Prepaid expenses and other		5,998		4,279
Deferred income taxes		1,087		1,211
Total current assets		128,208		128,324
Investments, including $2,727 and $2,661 carried at fair value		10,329		10,089
Property, plant and equipment, net		402,174		405,907
Other Assets
Intangible assets, net		67,939		68,260
Deferred charges and other assets, net		6,856		6,662
Other assets, net		74,795		74,922
Total assets	$	615,506	$	619,242

See accompanying notes to unaudited consolidated financial statements.

(Continued)

3

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands)

LIABILITIES AND SHAREHOLDERS’ EQUITY	March 31, 2015		December 31,  2014
Current Liabilities
Current maturities of long-term debt	$	23,000	$	23,000
Accounts payable		7,524		11,151
Advanced billings and customer deposits		11,510		12,375
Accrued compensation		3,017		5,466
Accrued liabilities and other		8,181		7,162
Total current liabilities		53,232		59,154
Long-term debt, less current maturities		195,500		201,250
Other Long-Term Liabilities
Deferred income taxes		74,075		76,777
Deferred lease payable		7,429		7,180
Asset retirement obligations		7,256		6,928
Other liabilities		9,694		9,607
Total other long-term liabilities		98,454		100,492
Commitments and Contingencies
Shareholders’ Equity
Common stock		30,307		29,712
Accumulated other comprehensive income		215		1,122
Retained earnings		237,798		227,512
Total shareholders’ equity		268,320		258,346
Total liabilities and shareholders’ equity	$	615,506	$	619,242

See accompanying notes to unaudited consolidated financial statements.

4

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND

COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts)

	Three Months Ended March 31,
	2015			2014
Operating revenues	$	84,287		$	80,452
Operating expenses:
Cost of goods and services, exclusive of depreciation and  amortization shown separately below		30,691			32,236
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		18,733			17,149
Depreciation and amortization		16,337			15,387
Total operating expenses		65,761			64,772
Operating income		18,526			15,680
Other income (expense):
Interest expense		(1,915	)		(2,048	)
Gain (loss) on investments, net		102			(18	)
Non-operating income, net		432			628
Income before income taxes		17,145			14,242
Income tax expense		6,859			5,626
Net income	$	10,286		$	8,616
Other comprehensive income:
Unrealized loss on interest rate hedge, net of tax		(907	)		(347	)
Comprehensive income	$	9,379		$	8,269
Earnings per share:
Basic	$	0.43		$	0.36
Diluted	$	0.42		$	0.36
Weighted average shares outstanding, basic		24,153			24,059
Weighted average shares outstanding, diluted		24,451			24,221

See accompanying notes to unaudited consolidated financial statements.

5

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands, except per share amounts)

	Shares			Common Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2013		24,040		$	26,759		$	204,962		$	2,594		$	234,315
Net income		-			-			33,883			-			33,883
Other comprehensive loss, net of tax		-			-			-			(1,472	)		(1,472	)
Dividends declared ($0.47 per share)		-			-			(11,333	)		-			(11,333	)
Dividends reinvested in common stock		19			572			-			-			572
Stock based compensation		-			2,624			-			-			2,624
Common stock issued through exercise of incentive stock  options		51			1,141			-			-			1,141
Common stock issued for share awards		81			-			-			-			-
Common stock issued		1			6			-			-			6
Common stock repurchased		(60	)		(1,785	)		-			-			(1,785	)
Net excess tax benefit from stock options exercised		-			395			-			-			395
Balance, December 31, 2014		24,132		$	29,712		$	227,512		$	1,122		$	258,346
Net income		-			-			10,286			-			10,286
Other comprehensive loss, net of tax		-			-			-			(907	)		(907	)
Stock based compensation		-			955			-			-			955
Stock options exercised		2			43			-			-			43
Common stock issued for share awards		70			-			-			-			-
Common stock issued		1			3			-			-			3
Common stock repurchased		(26	)		(763	)		-			-			(763	)
Net excess tax benefit from stock options exercised		-			357			-			-			357
Balance, March 31, 2015		24,179		$	30,307		$	237,798		$	215		$	268,320

See accompanying notes to unaudited consolidated financial statements.

6

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2015			2014
Cash Flows From Operating Activities
Net income	$	10,286		$	8,616
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		15,931			14,556
Amortization		406			831
Provision for bad debt		321			234
Stock based compensation expense		825			1,147
Excess tax benefits on stock awards		(357	)		(305	)
Deferred income taxes		(1,610	)		(2,013	)
Net (gain) loss on disposal of equipment		11			(425	)
Unrealized (gain) loss on investments		(38	)		29
Net gains from patronage and equity investments		(202	)		(163	)
Amortization of long term debt issuance costs		146			149
Other		226			(161	)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable		1,773			52
Materials and supplies		(1,467	)		2,138
Income taxes receivable		9,319			8,831
Other assets		(3,896	)		173
Increase (decrease) in:
Accounts payable		(5,827	)		(384	)
Deferred lease payable		249			237
Other deferrals and accruals		(2,275	)		(945	)
Net cash provided by operating activities	$	23,821		$	32,597
Cash Flows From Investing Activities
Acquisition of property, plant and equipment	$	(9,500	)	$	(17,196	)
Proceeds from sale of equipment		24			84
Cash distributions from investments		-			3
Net cash used in investing activities	$	(9,476	)	$	(17,109	)

(Continued)

7

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2015			2014
Cash Flows From Financing Activities
Principal payments on long-term debt	$	(5,750	)	$	-
Excess tax benefits on stock awards		357			305
Repurchases of stock		(763	)		(1,540	)
Proceeds from issuances of stock		46			1,112
Net cash used in financing activities	$	(6,110	)	$	(123	)
Net increase in cash and cash equivalents	$	8,235		$	15,365
Cash and cash equivalents:
Beginning		68,917			38,316
Ending	$	77,152		$	53,681
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	1,905		$	1,954
Income taxes paid (refunded)	$	(850	)	$	(1,192	)

At March 31, 2015, accounts payable included approximately $2.2 million associated with capital expenditures. Cash flows for accounts payable and acquisition of property, plant and equipment exclude this activity. During the three months ended March 31, 2014, cash flows included approximately $7.6 million of capital expenditures that were included in accounts payable at December 31, 2013.

See accompanying notes to unaudited consolidated financial statements.

8

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

The interim consolidated financial statements of Shenandoah Telecommunications Company and Subsidiaries (collectively, the “Company”) are unaudited.  In the opinion of management, all adjustments necessary for a fair presentation of the interim results have been reflected therein.  All such adjustments were of a normal and recurring nature.  These statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.  The balance sheet information at December 31, 2014 was derived from the audited December 31, 2014 consolidated balance sheet.Operating revenues and income from operations for any interim period are not necessarily indicative of results that may be expected for the entire year.

2.  Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	March 31, 2015		December 31, 2014
Plant in service	$	685,598	$	675,321
Plant under construction		17,880		18,078
		703,478		693,399
Less accumulated amortization and depreciation		301,304		287,492
Net property, plant and equipment	$	402,174	$	405,907

3.  Earnings per share

Basic net income per share was computed on the weighted average number of shares outstanding.  Diluted net income per share was computed under the treasury stock method, assuming the conversion as of the beginning of the period, for all dilutive stock options.  Of 721 thousand and 676 thousand shares and options outstanding at March 31, 2015 and 2014, respectively, 84 thousand and 96 thousand were anti-dilutive, respectively.  These shares and options have been excluded from the computations of diluted earnings per share for their respective period.  There were no adjustments to net income for either period.

4.  Investments Carried at Fair Value

Investments include $2.7 million of investments carried at fair value as of both March 31, 2015 and December 31, 2014, consisting of equity, bond and money market mutual funds.  Investments carried at fair value were acquired under a rabbi trust arrangement related to the Company’s nonqualified Supplemental Executive Retirement Plan (the “SERP”). The Company purchases investments in the trust to mirror the investment elections of participants in the SERP; gains and losses on the investments in the trust are reflected as increases or decreases in the liability owed to the participants. During the three months ended March 31, 2015, the Company recognized $39 thousand in dividend and interest income from investments, and recorded net unrealized gains of $38 thousand on these investments. Fair values for these investments held under the rabbi trust were determined by Level 1 quoted market prices for the underlying mutual funds.

5.  Financial Instruments

Financial instruments on the consolidated balance sheets that approximate fair value include:  cash and cash equivalents, receivables, investments carried at fair value, payables, accrued liabilities, interest rate swaps and variable rate long-term debt.

9

6.  Derivative Instruments, Hedging Activitiesand Accumulated Other Comprehensive Income

The Company’s objectives in using interest rate derivatives are to add stability to cash flows and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps (both those designated as cash flow hedges as well as those not designated as cash flow hedges) involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company entered into a pay-fixed, receive-variable interest rate swap of $174.6 million of notional principal in September 2012.  This interest rate swap was designated as a cash flow hedge.  The total outstanding notional amount of the cash flow hedge was $165.9 million as of March 31, 2015.  The outstanding notional amount decreases as the Company makes scheduled principal payments on the debt.

The effective portion of changes in the fair value of interest rate swaps designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company uses its derivatives to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivative is recognized directly in earnings through interest expense. No hedge ineffectiveness was recognized during any of the periods presented.

Amounts reported in accumulated other comprehensive income related to the interest rate swap designated and that qualifies as a cash flow hedge are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of March 31, 2015, the Company estimates that $1.3 million will be reclassified as an increase to interest expense during the next twelve months due to the interest rate swap since the hedge interest rate exceeds the variable interest rate on the debt.

The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheet as of March 31, 2015 and December 31, 2014 (in thousands):

	Derivatives
		Fair Value as of
	Balance Sheet Location	March 31, 2015			December 31, 2014
Derivatives designated as hedging instruments:
Interest rate swap
	Accrued liabilities and other	$	(1,257	)	$	(1,309	)
	Deferred charges and other assets, net		1,610			3,180
Total derivatives designated as hedging instruments		$	353		$	1,871

The fair value of interest rate swaps is determined using a pricing model with inputs that are observable in the market (level 2 fair value inputs).

10

The table below presents change in accumulated other comprehensive income by component for the three months ended March 31, 2015 (in thousands):

	Gains and (Losses) on Cash Flow Hedges			Income Tax (Expense) Benefit			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2014	$	1,871		$	(749	)	$	1,122
Other comprehensive loss before reclassifications		(1,922	)		773			(1,149	)
Amounts reclassified from accumulated other comprehensive income (to interest expense)		404			(162	)		242
Net current period other comprehensive loss		(1,518	)		611			(907	)
Balance as of March 31, 2015	$	353		$	(138	)	$	215

7.  Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers.  The Company has three reportable segments, which the Company operates and manages as strategic business units organized by lines of business: (1) Wireless, (2) Cable, and (3) Wireline.   A fourth segment, Other, primarily includes Shenandoah Telecommunications Company, the parent holding company.

The Wireless segment provides digital wireless service to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia, as a Sprint PCS Affiliate.  This segment also owns cell site towers built on leased land, and leases space on these towers to both affiliates and non-affiliated service providers.

The Cable segment provides video, internet and voice services in Virginia, West Virginia and Maryland, and leases fiber optic facilities throughout southern Virginia and West Virginia. It does not include video, internet and voice services provided to customers in Shenandoah County, Virginia.

The Wireline segment provides regulated and unregulated voice services, DSL internet access, and long distance access services throughout Shenandoah County and portions of Rockingham, Frederick, Warren and Augusta counties, Virginia. The segment also provides video services in portions of Shenandoah County, and leases fiber optic facilities throughout the northern Shenandoah Valley of Virginia, northern Virginia and adjacent areas along the Interstate 81 corridor through West Virginia, Maryland and portions of Pennsylvania.

Three months ended March 31, 2015
(in thousands)
	Wireless		Cable			Wireline		Other			Eliminations			Consolidated Totals
External revenues
Service revenues	$	48,375	$	21,401		$	4,750	$	-		$	-		$	74,526
Other		3,030		1,762			4,969		-			-			9,761
Total external revenues		51,405		23,163			9,719		-			-			84,287
Internal revenues		1,104		148			5,866		-			(7,118	)		-
Total operating revenues		52,509		23,311			15,585		-			(7,118	)		84,287
Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		16,187		13,618			7,334		17			(6,465	)		30,691
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		9,052		4,892			1,498		3,944			(653	)		18,733
Depreciation and amortization		7,831		5,480			2,924		102			-			16,337
Total operating expenses		33,070		23,990			11,756		4,063			(7,118	)		65,761
Operating income (loss)	$	19,439	$	(679	)	$	3,829	$	(4,063	)	$	-		$	18,526

11

Three months ended March 31, 2014
(in thousands)
	Wireless		Cable (1)			Wireline (1)		Other			Eliminations			Consolidated Totals
External revenues
Service revenues	$	47,232	$	18,874		$	4,596	$	-		$	-		$	70,702
Other		2,756		1,580			5,414		-			-			9,750
Total external revenues		49,988		20,454			10,010		-			-			80,452
Internal revenues		1,091		26			5,765		-			(6,882	)		-
Total operating revenues		51,079		20,480			15,775		-			(6,882	)		80,452
Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		18,657		12,390			7,482		-			(6,293	)		32,236
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		8,432		4,646			1,244		3,416			(589	)		17,149
Depreciation and amortization		7,196		5,404			2,697		90			-			15,387
Total operating expenses		34,285		22,440			11,423		3,506			(6,882	)		64,772
Operating income (loss)	$	16,794	$	(1,960	)	$	4,352	$	(3,506	)	$	-		$	15,680

(1) Prior year figures have been recast to conform to current year presentation.

A reconciliation of the total of the reportable segments’ operating income to consolidated income before taxes is as follows:

	Three Months Ended March 31,
(in thousands)	2015			2014
Total consolidated operating income	$	18,526		$	15,680
Interest expense		(1,915	)		(2,048	)
Non-operating income, net		534			610
Income before taxes	$	17,145		$	14,242

The Company’s assets by segment are as follows:

(in thousands)	March 31, 2015			December 31, 2014
Wireless	$	206,109		$	218,887
Cable		208,736			201,232
Wireline		95,614			98,081
Other		461,505			446,028
Combined totals		971,964			964,228
Inter-segment eliminations		(356,458	)		(344,986	)
Consolidated totals	$	615,506		$	619,242

8.  Income Taxes

The Company files U.S. federal income tax returns and various state and local income tax returns.  Years prior to 2011 are no longer subject to examination. The Company is not subject to any state or federal income tax audits as of March 31, 2015.

12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions as they relate to Shenandoah Telecommunications Company or its management are intended to identify these forward-looking statements.  All statements regarding Shenandoah Telecommunications Company’s expected future financial position and operating results, business strategy, financing plans, forecasted trends relating to the markets in which Shenandoah Telecommunications Company operates and similar matters are forward-looking statements.  We cannot assure you that the Company’s expectations expressed or implied in these forward-looking statements will turn out to be correct.  The Company’s actual results could be materially different from its expectations because of various factors, including those discussed below and under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2014.  The following management’s discussion and analysis should be read in conjunction with the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2014, including the financial statements and related notes included therein.

General

Overview. Shenandoah Telecommunications Company is a diversified telecommunications company providing both regulated and unregulated telecommunications services through its wholly-owned subsidiaries.  These subsidiaries provide wireless personal communications services (as a Sprint PCS Affiliate), local exchange telephone services, video, internet and data services, long distance services, fiber optics facilities, and leased tower facilities. The Company has three reportable segments, which it operates and manages as strategic business units organized by lines of business:

* The Wireless segment provides digital wireless service as a Sprint PCS Affiliate to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia.  In this area, the Company is the exclusive provider of wireless mobility communications network products and services on the 800 and 1900 MHz bands under the Sprint brand.  This segment also owns cell site towers built on leased land, and leases space on these towers to both affiliates and non-affiliated service providers.

* The Cable segment provides video, internet and voice services in franchise areas in portions of Virginia, West Virginia and western Maryland, and leases fiber optic facilities throughout its service area. It does not include video, internet and voice services provided to customers in Shenandoah County, Virginia.

* The Wireline segment provides regulated and unregulated voice services, DSL internet access, and long distance access services throughout Shenandoah County and portions of Rockingham, Frederick, Warren and Augusta counties, Virginia. The segment also provides video services in portions of Shenandoah County, and leases fiber optic facilities throughout the northern Shenandoah Valley of Virginia, northern Virginia and adjacent areas along the Interstate 81 corridor through West Virginia, Maryland and portions of Pennsylvania.

A fourth segment, Other, primarily includes Shenandoah Telecommunications Company, the parent holding company.

13

Results of Operations

Three Months Ended March 31, 2015 Compared with the Three Months Ended March 31, 2014

The Company’s consolidated results for the first quarter of 2015 and 2014 are summarized as follows:

	Three Months Ended March 31,						Change
(in thousands)	2015			2014			$			%
Operating revenues	$	84,287		$	80,452		$	3,835			4.8
Operating expenses		65,761			64,772			989			1.5
Operating income		18,526			15,680			2,846			18.2
Interest expense		(1,915	)		(2,048	)		133			(6.5	)
Other income, net		534			610			(76	)		(12.5	)
Income before taxes		17,145			14,242			2,903			20.4
Income tax expense		6,859			5,626			1,233			21.9
Net income	$	10,286		$	8,616		$	1,670			19.4

Operating revenues

For the three months ended March 31, 2015, operating revenues increased $3.8 million, or 4.8%. Cable segment revenue grew $2.8 million as a result of a 6.7% growth in average subscriber counts and an increase in revenue per subscriber. Wireless segment revenues increased $1.4 million compared to the first quarter of 2014. Net prepaid service revenue increased $0.9 million, primarily due to 6.4% growth in prepaid subscribers. Wireless equipment revenue increased due primarily to lower discounts on subsidized handset sales.

Operating expenses

Total operating expenses were $65.8 million in the first quarter of 2015 compared to $64.8 million in the prior year period.  Cost of goods and services sold decreased $1.5 million, primarily due to a $2.7 million decrease in PCS postpaid handset costs, partially offset by a $1.3 million increase in cable programming costs. Selling, general and administrative expenses increased $1.6 million. Depreciation and amortization expense increased $0.9 million, primarily due to ongoing projects to expand and upgrade the wireless, cable and fiber networks.

Income tax expense

The Company’s effective tax rate increased from 39.5% for the three months ended March 31, 2014 to 40.0% for the three months ended March 31, 2015.  For the remainder of 2015, the Company expects that its effective tax rate, without unanticipated adjustments, will be approximately 40.0%.

Net income

For the three months ended March 31, 2015, net income increased $1.7 million, or 19.4%, primarily reflecting growth in subscriber counts in the Wireless and Cable segments, along with a decrease in cost of goods and services sold in the Wireless segment.

Wireless

The Company’s Wireless segment provides digital wireless service to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia, through Shenandoah Personal Communications, LLC (“PCS”), a Sprint PCS Affiliate.  This segment also leases land on which it builds Company-owned cell towers, which it leases to affiliated and non-affiliated wireless service providers, throughout the same four-state area described above, through Shenandoah Mobile, LLC (“Mobile”).

PCS receives revenues from Sprint for subscribers that obtain service in PCS’s network coverage area.  PCS relies on Sprint to provide timely, accurate and complete information to record the appropriate revenue for each financial period.  Postpaid revenues received from Sprint are recorded net of certain fees retained by Sprint.  These fees total 22% of net postpaid billed revenue, as defined.

14

The Company offers prepaid wireless products and services in its PCS network coverage area.  Sprint retains a 6% Management Fee on prepaid revenues.  Prepaid revenues received from Sprint are reported net of the cost of this fee.  Other fees charged on a per unit basis are separately recorded as expenses according to the nature of the expense.  The Company pays handset subsidies to Sprint for the difference between the selling price of prepaid handsets and their cost, in aggregate and as a net cost included in cost of goods sold.  The revenue and expense components reported to us by Sprint are based on Sprint’s national averages for prepaid services, rather than being specifically determined by customers assigned to our geographic service areas.

In April 2014, the Company’s PCS stores began participating in Sprint’s postpaid handset financing programs, whereby Sprint enters into a financing agreement with the subscriber and the subscriber receives a handset from Sprint.  The equipment revenue from the subscriber and the handset expense are Sprint’s responsibility and are not recorded by the Company. In the first quarter of 2015, approximately 60% of postpaid handset transactions through Company channels involved a financing plan. All else being equal, the service plans for these subscribers generate less monthly service revenue compared to plans with a subsidized handset.

The following tables show selected operating statistics of the Wireless segment as of the dates shown:

	March 31, 2015		December 31, 2014		March 31, 2014		December 31, 2013
Retail PCS Subscribers – Postpaid		291,078		287,867		275,025		273,721
Retail PCS Subscribers – Prepaid		147,783		145,162		138,537		137,047
PCS Market POPS (000) (1)		2,418		2,415		2,402		2,397
PCS Covered POPS (000) (1)		2,210		2,207		2,072		2,067
CDMA Base Stations (sites)		542		537		526		526
Towers Owned		154		154		153		153
Non-affiliate Cell Site Leases (2)		199		198		206		217

	Three Months Ended March 31,
	2015			2014
Gross PCS Subscriber Additions - Postpaid		17,105			15,585
Net PCS Subscriber Additions - Postpaid		3,211			1,304
Gross PCS Subscriber Additions - Prepaid		23,620			19,172
Net PCS Subscriber Additions - Prepaid		2,621			1,490
PCS Average Monthly Retail Churn % - Postpaid (3)		1.60	%		1.73	%
PCS Average Monthly Retail Churn % - Prepaid (3)		4.76	%		4.27	%

1) POPS refers to the estimated population of a given geographic area and is based on information purchased from third party sources.  Market POPS are those within a market area which the Company is authorized to serve under its Sprint PCS affiliate agreements, and Covered POPS are those covered by the Company’s network. Covered POPS increased in 2014 primarily as a result of the Company’s deployment of the 800 megahertz spectrum at existing cell sites.

2) The decreases during 2014 are primarily a result of termination of Sprint iDEN leases associated with the former Nextel network.

3) PCS Average Monthly Retail Churn is the average of the monthly subscriber turnover, or churn, calculations for the period.

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Three Months Ended March 31, 2015 Compared with the Three Months Ended March 31, 2014

(in thousands)	Three Months Ended March 31,				Change
	2015		2014		$			%
Segment operating revenues
Wireless service revenue	$	48,375	$	47,232	$	1,143			2.4
Tower lease revenue		2,570		2,565		5			0.2
Equipment revenue		1,481		1,197		284			23.7
Other revenue		83		85		(2	)		(2.4	)
Total segment operating revenues		52,509		51,079		1,430			2.8
Segment operating expenses
Cost of goods and services, exclusive of depreciation and amortization shown separately below		16,187		18,657		(2,470	)		(13.2	)
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		9,052		8,432		620			7.4
Depreciation and amortization		7,831		7,196		635			8.8
Total segment operating expenses		33,070		34,285		(1,215	)		(3.5	)
Segment operating income	$	19,439	$	16,794	$	2,645			15.7

Operating revenues

Wireless service revenue increased $1.1 million, or 2.4%, for the three months ended March 31, 2015, compared to the comparable 2014 period.  Net prepaid service revenues grew $0.9 million, or 8.6%, due primarily to 6.4% growth in average prepaid subscribers over 2014. Net postpaid service revenues increased $0.2 million.  Average postpaid subscribers increased 5.4% in 2015 over the 2014 period, but was largely offset by a switch to lower revenue service plans associated with handset financing and leasing plans. Under these programs, the Company receives less service revenue from the subscriber, while the equipment revenue from the subscriber and the handset expense become Sprint’s responsibility and are not recorded by the Company.  The decreases in service revenues are currently more than offset by a decrease in handset expense within cost of goods and services.

Equipment revenue increased due primarily to lower discounts on subsidized handset sales.

Cost of goods and services

Cost of goods and services decreased $2.5 million, or 13.2%, in 2015 from the first quarter of 2014. Postpaid handset costs decreased $2.7 million, as handset expenses associated with financing and leasing plans are Sprint’s responsibility and are not recorded by the Company.  Network costs decreased $0.2 million, as a $0.4 million decrease in backhaul costs was partially offset by a $0.2 million increase in rent expense on cell sites and towers. Finally, the prior year period included a one-time $0.4 million gain on disposal of 3G equipment.

Selling, general and administrative

Selling, general and administrative costs increased $0.6 million, or 7.4%, in the first quarter of 2015 from the comparable 2014 period.  Costs to support the prepaid subscriber base grew $1.1 million, driven by subscriber growth, product mix, and higher overhead costs. Advertising expenses increased $0.2 million. The increases were partially offset by a $0.8 million decline in third party commissions expense due to lower volume of commissionable handsets activated through dealer channels.

Depreciation and amortization

Depreciation and amortization increased $0.6 million, or 8.8%, in the first quarter of 2015 over the comparable 2014 period. Depreciation expense grew $0.8 million due to ongoing investments in wireless network coverage and capacity. The increase was partially offset by a $0.2 million decline in amortization expense.

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Cable

The Cable segment provides video, internet and voice services in franchise areas in portions of Virginia, West Virginia and western Maryland, and leases fiber optic facilities throughout its service area. It does not include video, internet and voice services provided to customers in Shenandoah County, Virginia.

	March 31, 2015			December 31, 2014			March 31, 2014			December 31, 2013
Homes Passed (1)		172,022			171,589			170,711			170,470
Customer Relationships (2)
Video customers		49,662			49,247			51,153			51,197
Non-video customers		22,530			22,051			19,517			18,341
Total customer relationships		72,192			71,298			70,670			69,538
Video
Customers (3)		51,708			52,095			52,725			53,076
Penetration (4)		30.1	%		30.4	%		30.9	%		31.1	%
Digital video penetration (5)		69.9	%		65.9	%		57.5	%		49.2	%
High-speed Internet
Available Homes (6)		172,022			171,589			168,573			168,255
Customers (3)		53,195			51,359			48,068			45,776
Penetration (4)		30.9	%		29.9	%		28.5	%		27.2	%
Voice
Available Homes (6)		169,285			168,852			163,582			163,282
Customers (3)		19,112			18,262			15,799			14,988
Penetration (4)		11.3	%		10.8	%		9.7	%		9.2	%
Total Revenue Generating Units (7)		124,015			121,716			116,592			113,840
Fiber Route Miles		2,836			2,834			2,651			2,636
Total Fiber Miles (8)		73,294			72,694			69,913			69,296

1) Homes and businesses are considered passed (“homes passed”) if we can connect them to our distribution system without further extending the transmission lines.  Homes passed is an estimate based upon the best available information.

2) Customer relationships represent the number of customers who receive at least one of our services.

3) Generally, a dwelling or commercial unit with one or more television sets connected to our distribution system counts as one video customer.  Where services are provided on a bulk basis, such as to hotels and some multi-dwelling units, the revenue charged to the customer is divided by the rate for comparable service in the local market to determine the number of customer equivalents included in the customer counts shown above.

4) Penetration is calculated by dividing the number of customers by the number of homes passed or available homes, as appropriate.

5) Digital video penetration is calculated by dividing the number of digital video customers by total video customers.  Digital video customers are video customers who receive any level of video service via digital transmission.  A dwelling with one or more digital set-top boxes or digital adapters counts as one digital video customer.

6) Homes and businesses are considered available (“available homes”) if we can connect them to our distribution system without further extending the transmission lines and if we offer the service in that area.

7) Revenue generating units are the sum of video, voice and high-speed internet customers.

8) Fiber miles are measured by taking the number of fiber strands in a cable and multiplying that number by the route distance.  For example, a 10 mile route with 144 fiber strands would equal 1,440 fiber miles.

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Three Months Ended March 31, 2015 Compared with the Three Months Ended March 31, 2014

	Three Months Ended March 31,						Change
	2015			2014			$		%
Segment operating revenues
Service revenue (1)	$	21,401		$	18,874		$	2,527		13.4
Other revenue (1)		1,910			1,606			304		18.9
Total segment operating revenues		23,311			20,480			2,831		13.8
Segment operating expenses
Cost of goods and services, exclusive of depreciation and amortization shown separately below		13,618			12,390			1,228		9.9
Selling, general, and administrative, exclusive of depreciation and amortization shown separately below		4,892			4,646			246		5.3
Depreciation and amortization		5,480			5,404			76		1.4
Total segment operating expenses		23,990			22,440			1,550		6.9
Segment operating loss	$	(679	)	$	(1,960	)	$	1,281		65.4

(1) Prior year figures have been recast to be comparable with line item changes made in the first quarter of 2015.

Operating revenues

Cable segment service revenue increased $2.5 million, or 13.4%, due to a 6.7% increase in average revenue generating units, video rate increases in January 2015, new customers selecting higher-priced digital TV services and existing customers selecting higher-speed data access packages.

Other revenue grew $0.3 million, primarily due to new fiber to the tower contracts.

Operating expenses

Cable segment cost of goods and services increased $1.2 million, or 9.9%, in the first quarter of 2015 over the comparable 2014 period. Video programming costs, including retransmission fees, increased $1.3 million as the impact of rising rates per subscriber outpaced declining video subscriber counts.

Selling, general and administrative expenses grew $0.2 million against the prior year quarter as growth in operating taxes and administrative expenses was partially offset by a decline in customer service costs.

Wireline

The Wireline segment provides regulated and unregulated voice services, DSL internet access, and long distance access services throughout Shenandoah County and portions of Rockingham, Frederick, Warren and Augusta counties, Virginia. The segment also provides video services in portions of Shenandoah County, and leases fiber optic facilities throughout the northern Shenandoah Valley of Virginia, northern Virginia and adjacent areas along the Interstate 81 corridor through West Virginia, Maryland and portions of Pennsylvania.

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	March 31,		Dec. 31,		March 31,		Dec. 31,
	2015		2014		2014		2013
Telephone Access Lines		21,669		21,612		21,955		22,106
Long Distance Subscribers		9,533		9,571		9,773		9,851
Video Customers(1)		5,599		5,692		6,222		6,342
DSL Subscribers		12,825		12,742		12,714		12,632
Fiber Route Miles		1,559		1,556		1,454		1,452
Total Fiber Miles (2)		99,523		99,387		84,792		84,600

1) The Wireline segment passes approximately 16,000 homes with video services.

2) Fiber miles are measured by taking the number of fiber strands in a cable and multiplying that number by the route distance.  For example, a 10 mile route with 144 fiber strands would equal 1,440 fiber miles. Fiber counts were revised following a review of fiber records in the first quarter of 2015.

Three Months Ended March 31, 2015 Compared with the Three Months Ended March 31, 2014

	Three Months Ended March 31,				Change
(in thousands)	2015		2014		$			%
Segment operating revenues
Service revenue (1)	$	5,294	$	5,081	$	213		4.2
Carrier access and fiber revenues (1)		9,527		9,875		(348	)	(3.5	)
Other revenue (1)		764		819		(55	)	(6.7	)
Total segment operating revenues		15,585		15,775		(190	)	(1.2	)
Segment operating expenses
Cost of goods and services, exclusive of depreciation and amortization shown separately below		7,334		7,482		(148	)	(2.0	)
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		1,498		1,244		254		20.4
Depreciation and amortization		2,924		2,697		227		8.4
Total segment operating expenses		11,756		11,423		333		2.9
Segment operating income	$	3,829	$	4,352	$	(523	)	(12.0	)

(1) Prior year figures have been recast to be comparable with line item changes made in the first quarter of 2015.

Operating revenues

Total operating revenues in the quarter ended March 31, 2015 decreased $0.2 million, or 1.2%, against the comparable 2014 period. Carrier access and fiber revenues declined $0.4 million due to favorable NECA pool adjustments that were recorded in the first quarter of 2014.

Operating expenses

Operating expenses overall increased $0.3 million, or 2.9%, in the quarter ended March 31, 2015, compared to the 2014 quarter. The decline in cost of goods and services primarily resulted from the benefit of additional labor costs being capitalized to fixed asset project costs. Sales, general and administrative expenses increased as a result of growth in sales and customer service support teams. Depreciation expense grew as a result of continued investment in the construction of fiber facilities.

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Non-GAAP Financial Measure

In managing our business and assessing our financial performance, management supplements the information provided by financial statement measures prepared in accordance with GAAP with adjusted OIBDA, which is considered a “non-GAAP financial measure” under SEC rules.

Adjusted OIBDA is defined by us as operating income (loss) before depreciation and amortization, adjusted to exclude the effects of:  certain non-recurring transactions; impairment of assets; gains and losses on asset sales; and share-based compensation expense.  Adjusted OIBDA should not be construed as an alternative to operating income as determined in accordance with GAAP as a measure of operating performance.

In a capital-intensive industry such as telecommunications, management believes that adjusted OIBDA and the associated percentage margin calculations are meaningful measures of our operating performance.  We use adjusted OIBDA as a supplemental performance measure because management believes it facilitates comparisons of our operating performance from period to period and comparisons of our operating performance to that of other companies by excluding potential differences caused by the age and book depreciation of fixed assets (affecting relative depreciation expenses) as well as the other items described above for which additional adjustments were made.  In the future, management expects that the Company may again report adjusted OIBDA excluding these items and may incur expenses similar to these excluded items.  Accordingly, the exclusion of these and other similar items from our non-GAAP presentation should not be interpreted as implying these items are non-recurring, infrequent or unusual.

While depreciation and amortization are considered operating costs under generally accepted accounting principles, these expenses primarily represent the current period allocation of costs associated with long-lived assets acquired or constructed in prior periods, and accordingly may obscure underlying operating trends for some purposes.  By isolating the effects of these expenses and other items that vary from period to period without any correlation to our underlying performance, or that vary widely among similar companies, management believes adjusted OIBDA facilitates internal comparisons of our historical operating performance, which are used by management for business planning purposes, and also facilitates comparisons of our performance relative to that of our competitors.  In addition, we believe that adjusted OIBDA and similar measures are widely used by investors and financial analysts as measures of our financial performance over time, and to compare our financial performance with that of other companies in our industry.

Adjusted OIBDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.  These limitations include the following:

· it does not reflect capital expenditures;

· many of the assets being depreciated and amortized will have to be replaced in the future and adjusted OIBDA does not reflect cash requirements for such replacements;

· it does not reflect costs associated with share-based awards exchanged for employee services;

· it does not reflect interest expense necessary to service interest or principal payments on indebtedness;

· it does not reflect gains, losses or dividends on investments;

· it does not reflect expenses incurred for the payment of income taxes; and

· other companies, including companies in our industry, may calculate adjusted OIBDA differently than we do, limiting its usefulness as a comparative measure.

In light of these limitations, management considers adjusted OIBDA as a financial performance measure that supplements but does not replace the information reflected in our GAAP results.

The following table shows adjusted OIBDA for the three months ended March 31, 2015 and 2014.

	Three Months Ended March 31,
(in thousands)	2015		2014
Adjusted OIBDA	$	35,699	$	31,729

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The following table reconciles adjusted OIBDA to operating income, which we consider to be the most directly comparable GAAP financial measure, for the three months ended March 31, 2015 and 2014:

Consolidated:	Three Months Ended March 31,
(in thousands)	2015		2014
Operating income	$	18,526	$	15,680
Plus depreciation and amortization		16,337		15,387
Plus (gain) loss on asset sales		11		(366	)
Plus share based compensation expense		825		1,028
Adjusted OIBDA	$	35,699	$	31,729

The following tables reconcile adjusted OIBDA to operating income by major segment for the three months ended March 31, 2015 and 2014:

Wireless Segment:	Three Months Ended March 31,
(in thousands)	2015		2014
Operating income	$	19,439	$	16,794
Plus depreciation and amortization		7,831		7,196
Plus (gain) loss on asset sales		25		(352	)
Plus share based compensation expense		186		216
Adjusted OIBDA	$	27,481	$	23,854

Cable Segment:	Three Months Ended March 31,
(in thousands)	2015			2014
Operating income (loss)	$	(679	)	$	(1,960	)
Plus depreciation and amortization		5,480			5,404
Plus (gain) loss on asset sales		(13	)		(23	)
Plus share based compensation expense		290			396
Adjusted OIBDA	$	5,078		$	3,817

Wireline Segment:	Three Months Ended March 31,
(in thousands)	2015		2014
Operating income	$	3,829	$	4,352
Plus depreciation and amortization		2,924		2,697
Plus loss on asset sales		9		9
Plus share based compensation expense		144		175
Adjusted OIBDA	$	6,906	$	7,233

21

Liquidity and Capital Resources

The Company has four principal sources of funds available to meet the financing needs of its operations, capital projects, debt service, investments and potential dividends.  These sources include cash flows from operations, existing balances of cash and cash equivalents, the liquidation of investments and borrowings.  Management routinely considers the alternatives available to determine what mix of sources are best suited for the long-term benefit of the Company.

Sources and Uses of Cash. The Company generated $23.8 million of net cash from operations in the first three months of 2015, compared to $32.6 million in the first three months of 2014. The decrease was driven primarily by timing of cash payments for prepaid assets, accounts payable and accrued expenses.

Indebtedness.  As of March 31, 2015, the Company’s indebtedness totaled $218.5 million, with an annualized effective interest rate of approximately 3.40% after considering the impact of the interest rate swap contract.  The balance consists of the Term Loan Facility at a variable rate (2.68% as of March 31, 2015) that resets monthly based on one month LIBOR plus a base rate of 2.50% currently.  The Term Loan Facility requires quarterly principal repayments of $5.75 million, which began on December 31, 2014 and will continue until the remaining expected balance of approximately $120.75 million is due at maturity on September 30, 2019.

The Company is bound by certain financial covenants under its Credit Agreement. Noncompliance with any one or more of the debt covenants may have an adverse effect on our financial condition or liquidity in the event such noncompliance cannot be cured or should we be unable to obtain a waiver from the lenders. As of March 31, 2015, the Company was in compliance with all debt covenants, and ratios at March 31, 2015 were as follows:

	Actual	Covenant Requirement at March 31, 2015
Total Leverage Ratio	1.58	2.50 or Lower
Debt Service Coverage Ratio	6.22	2.50 or Higher
Equity to Assets Ratio	43.6%	35.0% or Higher

In accordance with the Credit Agreement, the total leverage and debt service coverage ratios noted above are based on the twelve months ended March 31, 2015. In addition to the covenants above, the Company is required to supply the lender with quarterly financial statements and other reports as defined by the Credit Agreement. The Company was in compliance with all reporting requirements at March 31, 2015.

The Company has no off-balance sheet arrangements (other than operating leases) and has not entered into any transactions involving unconsolidated, limited purpose entities or commodity contracts.

Capital Commitments. Capital expenditures budgeted for 2015 total $74.8 million. The 2015 budget includes $24.3 million on the Wireless segment for network capacity and coverage enhancements and new retail stores; $21.8 million for Cable segment extensions and investment in customer premise equipment; $20.9 million on the Wireline segment budget, primarily for on-going spending to expand and upgrade our fiber networks; and $7.8 million for IT and other back office projects in the Other segment.

For the first three months of 2015, the Company spent $9.5 million on capital projects, compared to $17.2 million in the comparable 2014 period.  Spending related to Wireless projects accounted for $2.4 million in the first three months of 2015, primarily for new cell sites and upgrades to the network switch. Cable capital spending of $4.3 million related to network expansion and upgrades to support new customers and services. Wireline capital projects cost $2.7 million, driven primarily by fiber builds.  Other projects totaled $0.1 million, largely related to information technology projects.

The Company believes that cash on hand, cash flow from operations and borrowings expected to be available under the Company’s existing credit facilities will provide sufficient cash to enable the Company to fund planned capital expenditures, make scheduled principal and interest payments, meet its other cash requirements and maintain compliance with the terms of its financing agreements for at least the next twelve months.  Thereafter, capital expenditures will likely continue to be required to provide increased capacity to meet the Company’s expected growth in demand for its products and services. The actual amount and timing of the Company’s future capital requirements may differ materially from the Company’s estimate depending on the demand for its products and new market developments and opportunities.

22

The Company’s cash flows from operations could be adversely affected by events outside the Company’s control, including, without limitation, changes in overall economic conditions, regulatory requirements, changes in technologies, demand for its products, availability of labor resources and capital, changes in the Company’s relationship with Sprint, and other conditions.  The Wireless segment’s operations are dependent upon Sprint’s ability to execute certain functions such as billing, customer care, and collections; the subsidiary’s ability to develop and implement successful marketing programs and new products and services; and the subsidiary’s ability to effectively and economically manage other operating activities under the Company's agreements with Sprint.   The Company's ability to attract and maintain a sufficient customer base, particularly in the acquired cable markets, is also critical to its ability to maintain a positive cash flow from operations.  The foregoing events individually or collectively could affect the Company’s results.

Recently Issued Accounting Standards

On May 28, 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In February 2015, the FASB issued ASU No. 2015-2, Consolidation (Topic 820): Amendments to the Consolidation Analysis. The ASU provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. ASU 2015-2 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after September 1, 2016 (fiscal 2017). The Company is still evaluating what impact, if any, this ASU will have on the Company’s consolidated financial position, results of operations or cash flows.

In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03,Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and will be effective for the Company beginning on January 1, 2016. Early adoption is permitted. The Company does not expect this adoption to have a material impact on its consolidated financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s market risks relate primarily to changes in interest rates on instruments held for other than trading purposes.  The Company’s interest rate risk generally involves three components.  The first component is outstanding debt with variable rates.  As of March 31, 2015, the Company had $218.5 million of variable rate debt outstanding, bearing interest at a rate of 2.68% as determined on a monthly basis. An increase in market interest rates of 1.00% would add approximately $2.1 million to annual interest expense, excluding the effect of the interest rate swap.  In 2012, the Company entered into a swap agreement that covers notional principal equal to approximately 76% of the outstanding variable rate debt through maturity in 2019, requiring the Company to pay a fixed rate of 1.13% and receive a variable rate based on one month LIBOR (0.18% as of March 31, 2015), to manage a portion of its interest rate risk. Changes in the net interest paid or received under the 2012 swap would offset approximately 76% of the change in interest expense on the variable rate debt outstanding. The 2012 swap currently adds approximately $1.3 million to annual interest expense, based on the spread between the fixed rate and the variable rate currently in effect on our debt.

The second component of interest rate risk consists of temporary excess cash, which can be invested in various short-term investment vehicles such as overnight repurchase agreements and Treasury bills with a maturity of less than 90 days. As of March 31, 2015, the cash is invested in a combination of a commercial checking account that has limited interest rate risk, and three money market mutual funds that contain a total investment of $40 million.  Management continually evaluates the most beneficial use of these funds.

The third component of interest rate risk is marked increases in interest rates that may adversely affect the rate at which the Company may borrow funds for growth in the future.  If the Company should borrow additional funds under any Incremental Term Loan Facility to fund its capital investment needs, repayment provisions would be agreed to at the time of each draw under the Incremental Term Loan Facility.  If the interest rate margin on any draw exceeds by more than 0.25% the applicable interest rate margin on the Term Loan Facility, the applicable interest rate margin on the Term Loan Facility shall be increased to equal the interest rate margin on the Incremental Term Loan Facility.  If interest rates increase generally, or if the rate applied under the Company’s Incremental Term Loan Facility causes the Company’s outstanding debt to be repriced, the Company’s future interest costs could increase.

Management views market risk as having a potentially significant impact on the Company's results of operations, as future results could be adversely affected if interest rates were to increase significantly for an extended period, or if the Company’s need for additional external financing resulted in increases to the interest rates applied to all of its new and existing debt.  As of March 31, 2015, the Company has $52.6 million of variable rate debt with no interest rate protection.  The Company’s investments in publicly traded stock and bond mutual funds under the rabbi trust, which are subject to market risks and could experience significant swings in market values, are offset by corresponding changes in the liabilities owed to participants in the Supplemental Executive Retirement Plan.  General economic conditions affected by regulatory changes, competition or other external influences may pose a higher risk to the Company’s overall results.

As of March 31, 2015, the Company had $7.6 million of cost and equity method investments.  Approximately $2.5 million is invested in privately held companies through investments with portfolio managers.  Most of the companies are in an early stage of development and significant increases in interest rates could have an adverse impact on their results, ability to raise capital and viability.  The Company’s market risk is limited to the funds previously invested.

24

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our President and Chief Executive Officer, who is the principal executive officer, and the Vice President - Finance and Chief Financial Officer, who is the principal financial officer, conducted an evaluation of our disclosure controls and procedures, as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934.  Based on this evaluation, the Company's principal executive officer and its principal financial officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2015.

Changes in Internal Control Over Financial Reporting

During the first quarter of 2015, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Other Matters Relating to Internal Control Over Financial Reporting

Under the Company’s agreements with Sprint, Sprint provides the Company with billing, collections, customer care, certain network operations and other back-office services for the PCS operation. As a result, Sprint remits to the Company approximately 57% of the Company’s total operating revenues.  Due to this relationship, the Company necessarily relies on Sprint to provide accurate, timely and sufficient data and information to properly record the Company’s revenues and accounts receivable, which underlie a substantial portion of the Company’s periodic financial statements and other financial disclosures.

Information provided by Sprint includes reports regarding the subscriber accounts receivable in the Company’s markets.  Sprint provides the Company with monthly accounts receivable, billing and cash receipts information on a market level, rather than a subscriber level.  The Company reviews these various reports to identify discrepancies or errors.  Under the Company’s agreements with Sprint, the Company is entitled to only a portion of the receipts, net of items such as taxes, government surcharges, certain allocable write-offs and the 22.0% of revenue retained by Sprint.  Because of the Company’s reliance on Sprint for financial information, the Company must depend on Sprint to design adequate internal controls with respect to the processes established to provide this data and information to the Company and Sprint’s other Sprint PCS affiliate network partners.  To address this issue, Sprint engages an independent registered public accounting firm to perform a periodic evaluation of these controls and to provide a “Report on Controls Placed in Operation and Tests of Operating Effectiveness” under guidance provided in Statements on Standards for Attestation Engagements No. 16 (“SSAE 16”).  The report is provided to the Company on an annual basis and covers a nine-month period. The most recent report covered the period from January 1, 2014 to September 30, 2014.  The most recent report indicated there were no material issues which would adversely affect the information used to support the recording of the revenues provided by Sprint related to the Company’s relationship with them.

25

PART II. OTHER INFORMATION

ITEM 1A. Risk Factors

As previously discussed, our actual results could differ materially from our forward-looking statements. There have been no material changes in the risk factors  from those described in Part 1, Item 1A of  the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

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 a certificate for whole shares, pays out cash for any fractional shares, and cancels the fractional shares purchased.  In conjunction with exercises of stock options and distributions of vested share awards, the Company periodically repurchases shares from recipients to satisfy some of the exercise price of the options being exercised or taxes payable associated with the distribution of shares.  The following table provides information about the Company’s repurchases of shares during the three months ended March 31, 2015:

	Number of Shares Purchased		Average Price Paid per Share
January 1 to January 31		781	$	31.23
February 1 to February 28		24,227	$	29.90
March 1 to March 31		495	$	28.90
Total		25,503	$	29.92

26

ITEM 6. Exhibits

(a) The following exhibits are filed with this Quarterly Report on Form 10-Q:

31.1	Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2	Certification of Vice President - Finance and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32	Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350.
(101)	Formatted in XBRL (Extensible Business Reporting Language)

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

27

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)

/s/Adele M. Skolits

Adele M. Skolits

Vice President - Finance and Chief Financial Officer

Date: May 4, 2015

28

EXHIBIT INDEX

Exhibit No.	Exhibit
31.1	Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2	Certification of Vice President - Finance and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32	Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. 1350.
(101)	Formatted in XBRL (Extensible Business Reporting Language)

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

29

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Christopher E. French, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Shenandoah Telecommunications Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d‑15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/S/ CHRISTOPHER E. FRENCH

Christopher E. French, President and Chief Executive Officer

Date:  May 4, 2015

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Adele M. Skolits, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Shenandoah Telecommunications Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d‑15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ADELE M. SKOLITS

Adele M. Skolits, Vice President - Finance and Chief Financial Officer

Date: May 4, 2015

EX-32

EXHIBIT 32

Written Statement of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned, the President and Chief Executive Officer and the Vice President - Finance and Chief Financial Officer, of Shenandoah Telecommunications Company (the “Company”), hereby certifies that, on the date hereof:

(1)The quarterly report on Form 10-Q of the Company for the three months ended March 31, 2015 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)Information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/S/CHRISTOPHER E. FRENCH

Christopher E. French

President and Chief Executive Officer

May 4, 2015

/S/ADELE M. SKOLITS

Adele M. Skolits

Vice President - Finance and

Chief Financial Officer

May 4, 2015

The foregoing certification is being furnished solely pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.  This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section.  This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent this Exhibit 32 is expressly and specifically incorporated by reference in any such filing.

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2015

Basis of Presentation [Abstract]

Basis of Presentation

1.  Basis of Presentation

The interim consolidated financial statements of Shenandoah Telecommunications Company and Subsidiaries (collectively, the “Company”) are unaudited.  In the opinion of management, all adjustments necessary for a fair presentation of the interim results have been reflected therein.  All such adjustments were of a normal and recurring nature.  These statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.  The balance sheet information at December 31, 2014 was derived from the audited December 31, 2014 consolidated balance sheet.Operating revenues and income from operations for any interim period are not necessarily indicative of results that may be expected for the entire year.

XML

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Other cash flow information:
Capital expenditures	$ 2.2	$ 7.6

XML

UNAUDITED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 77,152	$ 68,917
Accounts receivable, net	28,277	30,371
Income taxes receivable	5,433	14,752
Materials and supplies	10,261	8,794
Prepaid expenses and other	5,998	4,279
Deferred income taxes	1,087	1,211
Total current assets	128,208	128,324
Investments, including $2,727 and $2,661 carried at fair value	10,329	10,089
Property, plant and equipment, net	402,174	405,907
Other Assets
Intangible assets, net	67,939	68,260
Deferred charges and other assets, net	6,856	6,662
Other assets, net	74,795	74,922
Total assets	615,506	619,242
Current Liabilities
Current maturities of long-term debt	23,000	23,000
Accounts payable	7,524	11,151
Advanced billings and customer deposits	11,510	12,375
Accrued compensation	3,017	5,466
Accrued liabilities and other	8,181	7,162
Total current liabilities	53,232	59,154
Long-term debt, less current maturities	195,500	201,250
Other Long-Term Liabilities
Deferred income taxes	74,075	76,777
Deferred lease payable	7,429	7,180
Asset retirement obligations	7,256	6,928
Other liabilities	9,694	9,607
Total other long-term liabilities	98,454	100,492
Commitments and Contingencies
Shareholders' Equity
Common stock	30,307	29,712
Accumulated other comprehensive income	215	1,122
Retained earnings	237,798	227,512
Total shareholders' equity	268,320	258,346
Total liabilities and shareholders' equity	$ 615,506	$ 619,242

XML

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2014
UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY [Abstract]
Dividends declared per share (in dollars per share)	$ 0.47

XML

Investments Carried at Fair Value (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Investments Carried at Fair Value [Abstract]
Investments at fair value	$ 2,727		$ 2,661
Dividend and interest income from investments	39
Net unrealized gains recognized	$ 38	$ (29)

XML

Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015 Segment State	Mar. 31, 2014		Dec. 31, 2014
Segment Information [Abstract]
Number of reportable segments	3
Non Sprint operations, number of states	4
External revenues [Abstract]
Service revenues	$ 74,526	$ 70,702
Other	9,761	9,750
Total external revenues	84,287	80,452
Internal revenues	0	0
Total operating revenues	84,287	80,452
Operating expenses [Abstract]
Cost of goods and services, exclusive of depreciation and amortization shown separately below	30,691	32,236
Selling, general and administrative, exclusive of depreciation and amortization shown separately below	18,733	17,149
Depreciation and amortization	16,337	15,387
Total operating expenses	65,761	64,772
Operating income (loss)	18,526	15,680
Reconciliation of income from continuing operations from segments to consolidated [Abstract]
Total consolidated operating income	18,526	15,680
Interest expense	(1,915)	(2,048)
Non-operating income (expense), net	534	610
Income before income taxes	17,145	14,242
Assets by segment [Abstract]
Assets	615,506			619,242
Wireless [Member]
Assets by segment [Abstract]
Assets	206,109			218,887
Cable [Member]
Assets by segment [Abstract]
Assets	208,736			201,232
Wireline [Member]
Assets by segment [Abstract]
Assets	95,614			98,081
Other [Member]
Assets by segment [Abstract]
Assets	461,505			446,028
Total Segments [Member]
Assets by segment [Abstract]
Assets	971,964			964,228
Reportable Segments [Member] | Wireless [Member]
External revenues [Abstract]
Service revenues	48,375	47,232
Other	3,030	2,756
Total external revenues	51,405	49,988
Internal revenues	1,104	1,091
Total operating revenues	52,509	51,079
Operating expenses [Abstract]
Cost of goods and services, exclusive of depreciation and amortization shown separately below	16,187	18,657
Selling, general and administrative, exclusive of depreciation and amortization shown separately below	9,052	8,432
Depreciation and amortization	7,831	7,196
Total operating expenses	33,070	34,285
Operating income (loss)	19,439	16,794
Reconciliation of income from continuing operations from segments to consolidated [Abstract]
Total consolidated operating income	19,439	16,794
Reportable Segments [Member] | Cable [Member]
External revenues [Abstract]
Service revenues	21,401	18,874	[1]
Other	1,762	1,580	[1]
Total external revenues	23,163	20,454	[1]
Internal revenues	148	26	[1]
Total operating revenues	23,311	20,480	[1]
Operating expenses [Abstract]
Cost of goods and services, exclusive of depreciation and amortization shown separately below	13,618	12,390	[1]
Selling, general and administrative, exclusive of depreciation and amortization shown separately below	4,892	4,646	[1]
Depreciation and amortization	5,480	5,404	[1]
Total operating expenses	23,990	22,440	[1]
Operating income (loss)	(679)	(1,960)	[1]
Reconciliation of income from continuing operations from segments to consolidated [Abstract]
Total consolidated operating income	(679)	(1,960)	[1]
Reportable Segments [Member] | Wireline [Member]
External revenues [Abstract]
Service revenues	4,750	4,596	[1]
Other	4,969	5,414	[1]
Total external revenues	9,719	10,010	[1]
Internal revenues	5,866	5,765	[1]
Total operating revenues	15,585	15,775	[1]
Operating expenses [Abstract]
Cost of goods and services, exclusive of depreciation and amortization shown separately below	7,334	7,482	[1]
Selling, general and administrative, exclusive of depreciation and amortization shown separately below	1,498	1,244	[1]
Depreciation and amortization	2,924	2,697	[1]
Total operating expenses	11,756	11,423	[1]
Operating income (loss)	3,829	4,352	[1]
Reconciliation of income from continuing operations from segments to consolidated [Abstract]
Total consolidated operating income	3,829	4,352	[1]
Reportable Segments [Member] | Other [Member]
External revenues [Abstract]
Service revenues	0	0
Other	0	0
Total external revenues	0	0
Internal revenues	0	0
Total operating revenues	0	0
Operating expenses [Abstract]
Cost of goods and services, exclusive of depreciation and amortization shown separately below	17	0
Selling, general and administrative, exclusive of depreciation and amortization shown separately below	3,944	3,416
Depreciation and amortization	102	90
Total operating expenses	4,063	3,506
Operating income (loss)	(4,063)	(3,506)
Reconciliation of income from continuing operations from segments to consolidated [Abstract]
Total consolidated operating income	(4,063)	(3,506)
Eliminations [Member]
External revenues [Abstract]
Service revenues	0	0
Other	0	0
Total external revenues	0	0
Internal revenues	(7,118)	(6,882)
Total operating revenues	(7,118)	(6,882)
Operating expenses [Abstract]
Cost of goods and services, exclusive of depreciation and amortization shown separately below	(6,465)	(6,293)
Selling, general and administrative, exclusive of depreciation and amortization shown separately below	(653)	(589)
Depreciation and amortization	0	0
Total operating expenses	(7,118)	(6,882)
Operating income (loss)	0	0
Reconciliation of income from continuing operations from segments to consolidated [Abstract]
Total consolidated operating income	0	0
Assets by segment [Abstract]
Assets	$ (356,458)			$ (344,986)

[1] Prior year figures have been recast to conform to current year presentation.

XML

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash Flows from Operating Activities
Net income	$ 10,286	$ 8,616
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	15,931	14,556
Amortization	406	831
Provision for bad debt	321	234
Stock based compensation expense	825	1,147
Excess tax benefits on stock awards	(357)	(305)
Deferred income taxes	(1,610)	(2,013)
Net (gain) loss on disposal of equipment	11	(425)
Unrealized (gain) loss on investments	(38)	29
Net gains from patronage and equity investments	(202)	(163)
Amortization of long term debt issuance costs	146	149
Other	226	(161)
(Increase) decrease in:
Accounts receivable	1,773	52
Materials and supplies	(1,467)	2,138
Income taxes receivable	9,319	8,831
Other assets	(3,896)	173
Increase (decrease) in:
Accounts payable	(5,827)	(384)
Deferred lease payable	249	237
Other deferrals and accruals	(2,275)	(945)
Net cash provided by operating activities	23,821	32,597
Cash Flows from Investing Activities
Acquisition of property, plant and equipment	(9,500)	(17,196)
Proceeds from sale of equipment	24	84
Cash distributions from investments	0	3
Net cash used in investing activities	(9,476)	(17,109)
Cash Flows from Financing Activities
Principal payments on long-term debt	(5,750)	0
Excess tax benefits on stock awards	357	305
Repurchases of stock	(763)	(1,540)
Proceeds from issuances of stock	46	1,112
Net cash used in financing activities	(6,110)	(123)
Net increase in cash and cash equivalents	8,235	15,365
Cash and cash equivalents:
Beginning	68,917	38,316
Ending	77,152	53,681
Cash payments for:
Interest	1,905	1,954
Income taxes paid (refunded)	$ (850)	$ (1,192)

XML

UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Investments at fair value	$ 2,727	$ 2,661

XML

Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	March 31, 2015		December 31, 2014
Plant in service	$	685,598	$	675,321
Plant under construction		17,880		18,078
		703,478		693,399
Less accumulated amortization and depreciation		301,304		287,492
Net property, plant and equipment	$	402,174	$	405,907

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	Apr. 23, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	SHENANDOAH TELECOMMUNICATIONS CO/VA/
Entity Central Index Key	0000354963
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		24,178,774
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015

XML

Derivative Instruments, Hedging Activities and Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2015

Derivative Instruments, Hedging Activities and Accumulated Other Comprehensive Income [Abstract]

Schedule of derivative financial instrument as well as its classification on the consolidated balance sheet

The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheet as of March 31, 2015 and December 31, 2014 (in thousands):

	Derivatives
		Fair Value as of
	Balance Sheet Location	March 31, 2015			December 31, 2014
Derivatives designated as hedging instruments:
Interest rate swap
	Accrued liabilities and other	$	(1,257	)	$	(1,309	)
	Deferred charges and other assets, net		1,610			3,180
Total derivatives designated as hedging instruments		$	353		$	1,871

Schedule of accumulated other comprehensive income (loss)

The table below presents change in accumulated other comprehensive income by component for the three months ended March 31, 2015 (in thousands):

	Gains and (Losses) on Cash Flow Hedges			Income Tax (Expense) Benefit			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2014	$	1,871		$	(749	)	$	1,122
Other comprehensive loss before reclassifications		(1,922	)		773			(1,149	)
Amounts reclassified from accumulated other comprehensive income (to interest expense)		404			(162	)		242
Net current period other comprehensive loss		(1,518	)		611			(907	)
Balance as of March 31, 2015	$	353		$	(138	)	$	215

XML

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) [Abstract]
Operating revenues	$ 84,287	$ 80,452
Operating expenses:
Cost of goods and services, exclusive of depreciation and amortization shown separately below	30,691	32,236
Selling, general and administrative, exclusive of depreciation and amortization shown separately below	18,733	17,149
Depreciation and amortization	16,337	15,387
Total operating expenses	65,761	64,772
Operating income	18,526	15,680
Other income (expense):
Interest expense	(1,915)	(2,048)
Gain (loss) on investments, net	102	(18)
Non-operating income, net	432	628
Income before income taxes	17,145	14,242
Income tax expense	6,859	5,626
Net income	10,286	8,616
Other comprehensive income:
Unrealized gain (loss) on interest rate hedge, net of tax	(907)	(347)
Comprehensive Income	$ 9,379	$ 8,269
Earnings per share:
Basic (in dollars per share)	$ 0.43	$ 0.36
Diluted (in dollars per share)	$ 0.42	$ 0.36
Weighted average shares outstanding, basic (in shares)	24,153	24,059
Weighted average shares outstanding, diluted (in shares)	24,451	24,221

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Investments Carried at Fair Value

3 Months Ended

Mar. 31, 2015

Investments Carried at Fair Value [Abstract]

Investments Carried at Fair Value

4.  Investments Carried at Fair Value

Investments include $2.7 million of investments carried at fair value as of both March 31, 2015 and December 31, 2014, consisting of equity, bond and money market mutual funds.  Investments carried at fair value were acquired under a rabbi trust arrangement related to the Company’s nonqualified Supplemental Executive Retirement Plan (the “SERP”). The Company purchases investments in the trust to mirror the investment elections of participants in the SERP; gains and losses on the investments in the trust are reflected as increases or decreases in the liability owed to the participants. During the three months ended March 31, 2015, the Company recognized $39 thousand in dividend and interest income from investments, and recorded net unrealized gains of $38 thousand on these investments. Fair values for these investments held under the rabbi trust were determined by Level 1 quoted market prices for the underlying mutual funds.

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Earnings per share

3 Months Ended

Mar. 31, 2015

Earnings per share [Abstract]

Earnings per share

3.  Earnings per share

Basic net income per share was computed on the weighted average number of shares outstanding.  Diluted net income per share was computed under the treasury stock method, assuming the conversion as of the beginning of the period, for all dilutive stock options.  Of 721 thousand and 676 thousand shares and options outstanding at March 31, 2015 and 2014, respectively, 84 thousand and 96 thousand were anti-dilutive, respectively.  These shares and options have been excluded from the computations of diluted earnings per share for their respective period.  There were no adjustments to net income for either period.

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Derivative Instruments, Hedging Activities and Accumulated Other Comprehensive Income (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2012
Derivative Instruments, Hedging Activities and Accumulated Other Comprehensive Income [Abstract]
Notional amount of cash flow hedges	$ 165,900,000
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated Other Comprehensive Income (Loss), net of tax		1,122,000
Accumulated Other Comprehensive Income (Loss), net of tax	215,000	1,122,000
Gains and (Losses) on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), before Tax	1,871,000
Other comprehensive loss before reclassifications, before tax	(1,922,000)
Amounts reclassified from accumulated other comprehensive income (to interest expense), before tax	404,000
Net current period other comprehensive loss, before tax	(1,518,000)
Accumulated Other Comprehensive Income (Loss), before Tax	353,000
Accumulated Other Comprehensive Income (Loss), Tax [Abstract]
Accumulated Other Comprehensive Income (Loss), tax	(749,000)
Other comprehensive income before reclassifications, tax	773,000
Amounts reclassified From accumulated other comprehensive income (to interest expense), tax	(162,000)
Net current period other comprehensive income (loss), tax	611,000
Accumulated Other Comprehensive Income (Loss), tax	(138,000)
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated Other Comprehensive Income (Loss), net of tax	1,122,000
Other comprehensive income before reclassifications, net of tax	(1,149,000)
Amounts reclassified from accumulated other comprehensive income (to interest expense), net of tax	242,000
Net current period other comprehensive income (loss), net of tax	(907,000)
Accumulated Other Comprehensive Income (Loss), net of tax	215,000
Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Amount of notional principal interest rate swap			174,600,000
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	353,000	1,871,000
Designated as Hedging Instrument [Member] | Accrued liabilities and other [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivatives Liabilities, Fair Value	(1,257,000)	(1,309,000)
Designated as Hedging Instrument [Member] | Deferred charges, and other assets net [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets, Fair Value	1,610,000	3,180,000
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount reclassified as an increase to interest expense during next twelve months	$ 1,300,000

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2015

Segment Information [Abstract]

Selected Financial Data for Segments

The segment also provides video services in portions of Shenandoah County, and leases fiber optic facilities throughout the northern Shenandoah Valley of Virginia, northern Virginia and adjacent areas along the Interstate 81 corridor through West Virginia, Maryland and portions of Pennsylvania.

Three months ended March 31, 2015
(in thousands)
	Wireless		Cable			Wireline		Other			Eliminations			Consolidated Totals
External revenues
Service revenues	$	48,375	$	21,401		$	4,750	$	-		$	-		$	74,526
Other		3,030		1,762			4,969		-			-			9,761
Total external revenues		51,405		23,163			9,719		-			-			84,287
Internal revenues		1,104		148			5,866		-			(7,118	)		-
Total operating revenues		52,509		23,311			15,585		-			(7,118	)		84,287
Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		16,187		13,618			7,334		17			(6,465	)		30,691
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		9,052		4,892			1,498		3,944			(653	)		18,733
Depreciation and amortization		7,831		5,480			2,924		102			-			16,337
Total operating expenses		33,070		23,990			11,756		4,063			(7,118	)		65,761
Operating income (loss)	$	19,439	$	(679	)	$	3,829	$	(4,063	)	$	-		$	18,526

Three months ended March 31, 2014
(in thousands)
	Wireless		Cable (1)			Wireline (1)		Other			Eliminations			Consolidated Totals
External revenues
Service revenues	$	47,232	$	18,874		$	4,596	$	-		$	-		$	70,702
Other		2,756		1,580			5,414		-			-			9,750
Total external revenues		49,988		20,454			10,010		-			-			80,452
Internal revenues		1,091		26			5,765		-			(6,882	)		-
Total operating revenues		51,079		20,480			15,775		-			(6,882	)		80,452
Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		18,657		12,390			7,482		-			(6,293	)		32,236
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		8,432		4,646			1,244		3,416			(589	)		17,149
Depreciation and amortization		7,196		5,404			2,697		90			-			15,387
Total operating expenses		34,285		22,440			11,423		3,506			(6,882	)		64,772
Operating income (loss)	$	16,794	$	(1,960	)	$	4,352	$	(3,506	)	$	-		$	15,680

(1) Prior year figures have been recast to conform to current year presentation.

Reconciliation of Income from Continuing Operations from Segments to Consolidated

A reconciliation of the total of the reportable segments’ operating income to consolidated income before taxes is as follows:

	Three Months Ended March 31,
(in thousands)	2015			2014
Total consolidated operating income	$	18,526		$	15,680
Interest expense		(1,915	)		(2,048	)
Non-operating income, net		534			610
Income before taxes	$	17,145		$	14,242

Assets by Segment

The Company’s assets by segment are as follows:

(in thousands)	March 31, 2015			December 31, 2014
Wireless	$	206,109		$	218,887
Cable		208,736			201,232
Wireline		95,614			98,081
Other		461,505			446,028
Combined totals		971,964			964,228
Inter-segment eliminations		(356,458	)		(344,986	)
Consolidated totals	$	615,506		$	619,242

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Segment Information

3 Months Ended

Mar. 31, 2015

Segment Information [Abstract]

Segment Information

7.  Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers.  The Company has three reportable segments, which the Company operates and manages as strategic business units organized by lines of business: (1) Wireless, (2) Cable, and (3) Wireline.   A fourth segment, Other, primarily includes Shenandoah Telecommunications Company, the parent holding company.

The Wireless segment provides digital wireless service to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia, as a Sprint PCS Affiliate.  This segment also owns cell site towers built on leased land, and leases space on these towers to both affiliates and non-affiliated service providers.

The Cable segment provides video, internet and voice services in Virginia, West Virginia and Maryland, and leases fiber optic facilities throughout southern Virginia and West Virginia. It does not include video, internet and voice services provided to customers in Shenandoah County, Virginia.

The Wireline segment provides regulated and unregulated voice services, DSL internet access, and long distance access services throughout Shenandoah County and portions of Rockingham, Frederick, Warren and Augusta counties, Virginia. The segment also provides video services in portions of Shenandoah County, and leases fiber optic facilities throughout the northern Shenandoah Valley of Virginia, northern Virginia and adjacent areas along the Interstate 81 corridor through West Virginia, Maryland and portions of Pennsylvania.

Three months ended March 31, 2015
(in thousands)
	Wireless		Cable			Wireline		Other			Eliminations			Consolidated Totals
External revenues
Service revenues	$	48,375	$	21,401		$	4,750	$	-		$	-		$	74,526
Other		3,030		1,762			4,969		-			-			9,761
Total external revenues		51,405		23,163			9,719		-			-			84,287
Internal revenues		1,104		148			5,866		-			(7,118	)		-
Total operating revenues		52,509		23,311			15,585		-			(7,118	)		84,287
Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		16,187		13,618			7,334		17			(6,465	)		30,691
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		9,052		4,892			1,498		3,944			(653	)		18,733
Depreciation and amortization		7,831		5,480			2,924		102			-			16,337
Total operating expenses		33,070		23,990			11,756		4,063			(7,118	)		65,761
Operating income (loss)	$	19,439	$	(679	)	$	3,829	$	(4,063	)	$	-		$	18,526

Three months ended March 31, 2014
(in thousands)
	Wireless		Cable (1)			Wireline (1)		Other			Eliminations			Consolidated Totals
External revenues
Service revenues	$	47,232	$	18,874		$	4,596	$	-		$	-		$	70,702
Other		2,756		1,580			5,414		-			-			9,750
Total external revenues		49,988		20,454			10,010		-			-			80,452
Internal revenues		1,091		26			5,765		-			(6,882	)		-
Total operating revenues		51,079		20,480			15,775		-			(6,882	)		80,452
Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		18,657		12,390			7,482		-			(6,293	)		32,236
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		8,432		4,646			1,244		3,416			(589	)		17,149
Depreciation and amortization		7,196		5,404			2,697		90			-			15,387
Total operating expenses		34,285		22,440			11,423		3,506			(6,882	)		64,772
Operating income (loss)	$	16,794	$	(1,960	)	$	4,352	$	(3,506	)	$	-		$	15,680

(1) Prior year figures have been recast to conform to current year presentation.

A reconciliation of the total of the reportable segments’ operating income to consolidated income before taxes is as follows:

	Three Months Ended March 31,
(in thousands)	2015			2014
Total consolidated operating income	$	18,526		$	15,680
Interest expense		(1,915	)		(2,048	)
Non-operating income, net		534			610
Income before taxes	$	17,145		$	14,242

The Company’s assets by segment are as follows:

(in thousands)	March 31, 2015			December 31, 2014
Wireless	$	206,109		$	218,887
Cable		208,736			201,232
Wireline		95,614			98,081
Other		461,505			446,028
Combined totals		971,964			964,228
Inter-segment eliminations		(356,458	)		(344,986	)
Consolidated totals	$	615,506		$	619,242

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Financial Instruments

3 Months Ended

Mar. 31, 2015

Financial Instruments [Abstract]

Financial Instruments

5.  Financial Instruments

Financial instruments on the consolidated balance sheets that approximate fair value include:  cash and cash equivalents, receivables, investments carried at fair value, payables, accrued liabilities, interest rate swaps and variable rate long-term debt.

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Derivative Instruments, Hedging Activities and Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2015

Derivative Instruments, Hedging Activities and Accumulated Other Comprehensive Income [Abstract]

Derivative Instruments, Hedging Activities and Accumulated Other Comprehensive Income

6.  Derivative Instruments, Hedging Activitiesand Accumulated Other Comprehensive Income

The Company’s objectives in using interest rate derivatives are to add stability to cash flows and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps (both those designated as cash flow hedges as well as those not designated as cash flow hedges) involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The Company entered into a pay-fixed, receive-variable interest rate swap of $174.6 million of notional principal in September 2012.  This interest rate swap was designated as a cash flow hedge.  The total outstanding notional amount of the cash flow hedge was $165.9 million as of March 31, 2015.  The outstanding notional amount decreases as the Company makes scheduled principal payments on the debt.

The effective portion of changes in the fair value of interest rate swaps designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company uses its derivatives to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivative is recognized directly in earnings through interest expense. No hedge ineffectiveness was recognized during any of the periods presented.

Amounts reported in accumulated other comprehensive income related to the interest rate swap designated and that qualifies as a cash flow hedge are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of March 31, 2015, the Company estimates that $1.3 million will be reclassified as an increase to interest expense during the next twelve months due to the interest rate swap since the hedge interest rate exceeds the variable interest rate on the debt.

The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheet as of March 31, 2015 and December 31, 2014 (in thousands):

	Derivatives
		Fair Value as of
	Balance Sheet Location	March 31, 2015			December 31, 2014
Derivatives designated as hedging instruments:
Interest rate swap
	Accrued liabilities and other	$	(1,257	)	$	(1,309	)
	Deferred charges and other assets, net		1,610			3,180
Total derivatives designated as hedging instruments		$	353		$	1,871

The fair value of interest rate swaps is determined using a pricing model with inputs that are observable in the market (level 2 fair value inputs).

The table below presents change in accumulated other comprehensive income by component for the three months ended March 31, 2015 (in thousands):

	Gains and (Losses) on Cash Flow Hedges			Income Tax (Expense) Benefit			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2014	$	1,871		$	(749	)	$	1,122
Other comprehensive loss before reclassifications		(1,922	)		773			(1,149	)
Amounts reclassified from accumulated other comprehensive income (to interest expense)		404			(162	)		242
Net current period other comprehensive loss		(1,518	)		611			(907	)
Balance as of March 31, 2015	$	353		$	(138	)	$	215

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Taxes [Abstract]

Income Taxes

8.  Income Taxes

The Company files U.S. federal income tax returns and various state and local income tax returns.  Years prior to 2011 are no longer subject to examination. The Company is not subject to any state or federal income tax audits as of March 31, 2015.

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Earnings per share (Details) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Earnings per share [Abstract]
Shares and options outstanding (in shares)	721	676
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted earnings per share (in shares)	84	96

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UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Thousands, unless otherwise specified	Common Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2013	$ 26,759	$ 204,962	$ 2,594	$ 234,315
Balance (in shares) at Dec. 31, 2013	24,040
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	0	33,883	0	33,883
Other comprehensive income (loss), net of tax	0	0	(1,472)	(1,472)
Dividends declared	0	(11,333)	0	(11,333)
Dividends reinvested in common stock	572	0	0	572
Dividends reinvested in common stock (in shares)	19
Stock based compensation	2,624	0	0	2,624
Stock options exercised	1,141	0	0	1,141
Stock options exercised (in shares)	51
Common stock issued for share awards	0	0	0	0
Common stock issued for share awards (in shares)	81
Common stock issued	6	0	0	6
Common stock issued (in shares)	1
Common stock repurchased	(1,785)	0	0	(1,785)
Common stock repurchased (in shares)	(60)
Net excess tax benefit from stock options exercised	395	0	0	395
Balance at Dec. 31, 2014	29,712	227,512	1,122	258,346
Balance (in shares) at Dec. 31, 2014	24,132
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	0	10,286	0	10,286
Other comprehensive income (loss), net of tax	0	0	(907)	(907)
Stock based compensation	955	0	0	955
Stock options exercised	43	0	0	43
Stock options exercised (in shares)	2
Common stock issued for share awards	0	0	0	0
Common stock issued for share awards (in shares)	70
Common stock issued	3	0	0	3
Common stock issued (in shares)	1
Common stock repurchased	(763)	0	0	(763)
Common stock repurchased (in shares)	(26)
Net excess tax benefit from stock options exercised	357	0	0	357
Balance at Mar. 31, 2015	$ 30,307	$ 237,798	$ 215	$ 268,320
Balance (in shares) at Mar. 31, 2015	24,179

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

2.  Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	March 31, 2015		December 31, 2014
Plant in service	$	685,598	$	675,321
Plant under construction		17,880		18,078
		703,478		693,399
Less accumulated amortization and depreciation		301,304		287,492
Net property, plant and equipment	$	402,174	$	405,907

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Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Property, plant and equipment [Abstract]
Total property, plant and equipment	$ 703,478	$ 693,399
Less accumulated amortization and depreciation	301,304	287,492
Net property, plant and equipment	402,174	405,907
Plant in Service [Member]
Property, plant and equipment [Abstract]
Total property, plant and equipment	685,598	675,321
Plant under Construction [Member]
Property, plant and equipment [Abstract]
Total property, plant and equipment	$ 17,880	$ 18,078