-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VfxVj8iacpnhynO/XWm04vE8811lWRJS1hYR+1sQq54dCliRcL/VIjv1Y1CsPpxR TaABZizj8tl8zCnUZtclwA== 0001169232-05-001696.txt : 20050316 0001169232-05-001696.hdr.sgml : 20050316 20050316160527 ACCESSION NUMBER: 0001169232-05-001696 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050316 EFFECTIVENESS DATE: 20050316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHENANDOAH TELECOMMUNICATIONS CO/VA/ CENTRAL INDEX KEY: 0000354963 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541162807 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09881 FILM NUMBER: 05685570 BUSINESS ADDRESS: STREET 1: PO BOX 459 STREET 2: 124 SOUTH MAIN ST CITY: EDINBURG STATE: VA ZIP: 22824 BUSINESS PHONE: 5409844141 MAIL ADDRESS: STREET 1: P O BOX 459 CITY: EDINBURG STATE: VA ZIP: 22824 NT 10-K 1 d63005_nt10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-09881 CUSIP NUMBER 82312B106 (Check one): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR |_| Form N-CSR For Period Ended: December 31, 2004 |_| Transition Report on Form 10-K |_| Transition Report on Form 20-F |_| Transition Report on Form 11-K |_| Transition Report on Form 10-Q |_| Transition Report on Form N-SAR For the Transition Period Ended: __________________________________ - -------------------------------------------------------------------------------- PART I -- REGISTRANT INFORMATION SHENANDOAH TELECOMMUNICATIONS COMPANY Full Name of Registrant 500 Shentel Way, Address of Principal Executive Office (Street and Number) Edinburg, VA 22824 City, State and Zip Code PART II -- RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) | (a) The reason described in reasonable detail in Part III of this | form could not be eliminated without unreasonable effort or | expense | | (b) The subject annual report, semi-annual report, transition | report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form |X| | N-CSR, or portion thereof, will be filed on or before the | fifteenth calendar day following the prescribed due date; or | the subject quarterly report or transition report on Form | 10-Q, or portion thereof, will be filed on or before the fifth | calendar day following the prescribed due date; and | | (c) The accountant's statement or other exhibit required by Rule | 12b-25(c) has been attached if applicable. PART III -- NARRATIVE State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed) Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and rules of the Securities and Exchange Commission thereunder, management of the Company has engaged in an assessment of the Company's internal control over financial reporting. In connection with management's assessment, the Company has recently furnished certain documentation to the Company's independent registered public accounting firm. Because the date on which the Company furnished such documentation has not enabled the Company's independent registered public accounting firm to complete its review and testing of such documentation and the independent registered public accounting firm has requested additional documentation, the Company's independent registered public accounting firm will not be able to issue its audit report on the Company's consolidated financial statements for the year ended December 31, 2004 by March 16, 2005. As a result, the Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2004 within the time period prescribed for such report without unreasonable effort or expense. A statement from the Company's independent registered public accounting firm with respect to these matters is furnished as Exhibit 1 to this form. PART IV -- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Earle MacKenzie 540 984-4141 - -------------------------------------- -------------- --------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes |X| No |_| - -------------------------------------------------------------------------------- (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes |X| No |_| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. On February 23, 2005, the Company announced its financial results for its fourth quarter and fiscal year ended December 31, 2004, a copy of the press release was furnished as Exhibit 99.1 to the Current Report on Form 8-K filed on February 24, 2005. The Company anticipates that the financial results for the year and quarter ended December 31, 2004 will be as reflected in such press release. As previously announced, for the year ended December 31, 2004, income from continuing operations was $10.2 million or $1.34 per diluted share, compared to $9.8 million or $1.28 per diluted share in 2003. The Company's total revenues for 2004 were $121.0 million, compared to $105.6 million in 2003, an increase of $15.4 million or 14.5%. The Company's revenue growth was primarily driven by its PCS business. Operating income for 2004 was $19.6 million, an increase of $1.0 million or 5.4% from 2003. The increase is primarily a result of continued growth in PCS operations offset by the adjustments recorded in the fourth quarter 2003. - -------------------------------------------------------------------------------- Shenandoah Telecommunications Company (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 16, 2005 By /s/ Earle Mackenzie ------------------------ Earle Mackenzie Executive Vice President EX-1 2 d63005_ex-1.txt LETTER - INDEPENDENT REGISTERED PUBLIC ACCT FIRM Exhibit 1 [Letterhead of KPMG LLP] Shenandoah Telecommunications Company Edinburg, VA Ladies and Gentlemen: Pursuant to Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934, we inform you that we have been furnished a copy of Form 12b-25, to be filed by Shenandoah Telecommunications Company on or about March 17, 2005, which contains notification of the registrant's inability to file its Form 10-K by March 16, 2005. We have read the Company's statements contained in Part III therein and we agree with the stated reason as to why we have been unable to complete our audit and report on the Company's consolidated financial statements for the year ended December 31, 2004, to be included in its Form 10-K. Very truly yours, /s/ KPMG, LLP -----END PRIVACY-ENHANCED MESSAGE-----