-----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, I5ijR4pqmg9cHQZMDXsMpiY/lhiJk3wUSevaPE1P+hSPyzHsrVXJjuedMxCKbfzq 9hFRersX8e1xPMCa1D+tig== 0001169232-05-002260.txt : 20050422 0001169232-05-002260.hdr.sgml : 20050422 20050422140806 ACCESSION NUMBER: 0001169232-05-002260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050421 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09881 FILM NUMBER: 05766958 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 8-K 1 d63488_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 -------------------------------------- April 21, 2005 Date of Report (Date of earliest event reported) Shenandoah Telecommunications Company (Exact name of registrant as specified in its charter) Virginia 0-9881 54-1162807 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 500 Shentel Way P.O. Box 459 Edinburg, VA 22824 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (540) 984-4141 1 2.02 Results of Operations and Financial Condition. On April 21, the Company issued a press release reporting results for the quarter ending March 31, 2005. A copy of the press release is included as Exhibit 99.1 to this report. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated April 21, 2005 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) April 22, 2005 /S/ Christopher E. French ------------------------------------- Christopher E. French President and Chief Executive Officer 2 EX-99.1 2 d63488_ex99-1.txt NEW RELEASE Exhibit 99.1 NEWS RELEASE For further information, please contact Earle A. MacKenzie at 540-984-5192. SHENANDOAH TELECOMMUNICATIONS COMPANY REPORTS FIRST QUARTER 2005 FINANCIAL RESULTS EDINBURG, VA, (April 21, 2005) - Shenandoah Telecommunications Company (Shentel; NASDAQ: SHEN) announced unaudited financial results for the first quarter ended March 31, 2005. Net income for the quarter was $2.4 million, compared to $2.3 million for the same period in 2004. Total first quarter revenues grew by 24.1% from the same quarter last year, including a 19.7% increase in wireless revenues. Overall Highlights For the quarter ended March 31, 2005, net income was $2.4 million or $0.31 per diluted share, compared to $2.3 million or $0.30 per diluted share in the first quarter of 2004. The Company's total revenues for the first quarter 2005 were $34.4 million, compared to $27.7 million in the first quarter of 2004, an increase of $6.7 million or 24.1%. The Company's revenue growth was primarily driven by a $3.7 million increase in its PCS business and $2.2 million from the addition of NTC Communications, as previously reported on December 1, 2004. Operating income for the first quarter of 2005 and 2004 was $4.6 million and $4.3 million, respectively, an increase of 7.8%. First quarter 2005 results include an operating loss from NTC Communications of $0.7 million. "Being able to grow both operating and net income, while incurring the expected startup costs from our acquisition of NTC, reflects continued progress on our objective of profitable growth," commented Christopher E. French, President and CEO. "Our past investment in PCS April 21, 2005 News Release Page 2 of 6 continues to contribute to our growth and profitability while we are addressing the opportunities presented by our acquisition of NTC." PCS Operations The Company experienced strong growth in first quarter wireless revenues as a PCS Affiliate of Sprint, increasing its PCS subsidiary revenue by $3.7 million compared to the first quarter of 2004, to a total of $21.8 million. The PCS net income was $0.9 million in the first quarter of 2005 compared to $0.5 million in the first quarter of 2004. The Company's Sprint retail wireless subscriber count increased by 4,300, compared to 4,500 in the first quarter of 2004, to approximately 107,000 subscribers. Although not included in the Company's subscriber count, wholesale-prepaid subscribers increased by 4,100 in the first quarter, compared to a 3,500 increase in the first quarter of 2004, to approximately 31,500 wholesale subscribers. The Company's first quarter retail churn was 2.05%, down from 2.2% in the first quarter of 2004. Telephone Operations The local telephone operations net income for the first quarter was $1.9 million, a $0.3 million increase compared to the same quarter last year. The increase in net income was primarily the result of the Company recording a reduction in revenue of $0.3 million against access revenue in the first quarter 2004 related to a dispute by interexchange carriers and continued growth of directory revenue in the first quarter of 2005. Local telephone operations recorded a net gain of 111 access lines in the quarter to a total of 24,802. April 21, 2005 News Release Page 3 of 6 Other Operations The Company ended the quarter with 2,923 Digital Subscriber Lines (DSL) subscribers in its local telephone service area. This represents a 79% increase in DSL customers compared to March 31, 2004. The Company continues to experience a decline in Dial-up Internet customers, primarily outside of the Company's DSL footprint, as they migrate to high speed alternatives. As previously reported on December 1, 2004, the Company acquired the 83.9% of NTC Communications that it did not previously own. NTC Communications had a net loss of $0.6 million in the first quarter of 2005, on revenues of $2.2 million. External Investments In the quarter ended March 31, 2005, the Company recorded a $0.3 million loss on investments compared to a loss of $18 thousand in the first quarter of 2004. At the end of the quarter, the Company's external investments totaled $7.1 million. Consolidated Results Interest expense increased $0.1 million from the same quarter last year due to an increase in debt outstanding related to the acquisition of NTC Communications. The Company invested $4.9 million in Plant in Service and retired $1.1 million of scheduled debt during the first quarter of 2005. The Company had cash and cash equivalents of $23.6 million as of the end of the quarter. The Company's debt/equity ratio was 44% at March 31, 2005; and debt as a percent of total assets was 24.1%. April 21, 2005 News Release Page 4 of 6 About Shenandoah Telecommunications Shenandoah Telecommunications Company is a holding company that provides a broad range of telecommunications services through its operating subsidiaries. The Company is traded on the NASDAQ National Market under the symbol "SHEN." The Company's operating subsidiaries provide local and long distance telephone, Internet and data services, cable television, wireless voice and data services, alarm monitoring, and telecommunications equipment, along with many other associated solutions in the Mid-Atlantic and Southeastern United States. /S/Earle A. Mackenzie ---------------------------- Earle A. MacKenzie Executive Vice President and Chief Financial Officer This release contains forward-looking statements that are subject to various risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of unforeseen factors. A discussion of factors that may cause actual results to differ from management's projections, forecasts, estimates and expectations is available in the Company filings with the SEC. Those factors may include changes in general economic conditions, increases in costs and other competitive factors. April 21, 2005 News Release Page 5 of 6 SHENANDOAH TELECOMMUNICATIONS COMPANY SUMMARY FINANCIAL INFORMATION (unaudited) (In thousands, except per share amounts)
Condensed Consolidated Balance Sheets March 31, December 31, 2005 2004 ---- ---- Cash and cash equivalents $ 23,551 $ 14,172 Other current assets 13,429 20,345 Total securities and investments 7,149 7,250 Property, plant and equipment 234,364 230,323 Less accumulated depreciation (79,290) (74,071) --------- --------- Net property, plant and equipment 155,074 156,252 Other assets, net 13,112 13,228 --------- --------- Total assets $ 212,315 $ 211,247 ========= ========= Current liabilities, exclusive of current maturities of $4,410 and $4,372, respectively $ 16,660 $ 17,474 Long and short-term debt 51,211 52,291 Total other liabilities 28,016 27,685 Total shareholders' equity 116,428 113,797 --------- --------- Total liabilities and shareholders' equity $ 212,315 $ 211,247 ========= =========
April 21, 2005 News Release Page 6 of 6 SHENANDOAH TELECOMMUNICATIONS COMPANY SUMMARY FINANCIAL INFORMATION (unaudited) (In thousands, except per share amounts) Condensed Consolidated Statements of Income Three months ended March 31, 2005 2004* ---- ---- Operating Revenues-Wireless $ 22,578 $ 18,863 -Wireline 9,206 7,149 -Other 2,616 1,707 -------- -------- Total operating revenue 34,400 27,719 Cost of goods and services 5,478 3,726 Network operating costs 9,807 8,311 Depreciation 5,049 4,337 Selling, general and administrative 9,449 7,061 -------- -------- Total operating expenses 29,783 23,435 -------- -------- Operating income 4,617 4,284 Interest expense (854) (797) Other income (expense) 25 206 Income tax provision (1,393) (1,380) -------- -------- Net income $ 2,395 $ 2,313 ======== ======== Net earnings per share, basic $ 0.31 $ 0.30 ======== ======== Net earnings per share, diluted $ 0.31 $ 0.30 ======== ======== * Certain amounts for 2004 have been reclassified to conform with the 2005 presentation. -----END PRIVACY-ENHANCED MESSAGE-----