UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2009
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Shenandoah Telecommunications Company
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(Exact name of registrant as specified in its charter)
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Virginia |
0-9881 |
54-1162807 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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500 Shentel Way P.O. Box 459 Edinburg, VA |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (540) 984-4141
Not applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On June 9, 2009, Shenandoah Telecommunications Company presented at the RBC Capital Markets 2009 Technology, Media and Communications investor conference hosted by RBC Daniels in San Francisco, California. The presentation included materials related to the Company’s results of operations through March 31, 2009. The materials attached hereto as Exhibit 99.1 were utilized during the presentation. These materials are also available on the Company’s website.
These materials may contain forward-looking statements about Shenandoah Telecommunications regarding, among other things, our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. Shenandoah Telecommunications undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
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(c) |
Exhibits |
The following exhibits are filed with this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SHENANDOAH TELECOMMUNICATIONS COMPANY
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(Registrant) |
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June 9, 2009 |
/S/ Adele M. Skolits |
Adele M. Skolits
Vice President - Finance and
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Chief Financial Officer |
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(Duly Authorized Officer)
Earle MacKenzie – EVP / COO
June 9, 2009
RBC Capital Markets
2009 Technology, Media and Communications
Conference
Exhibit 99.1
Safe Harbor Statement
This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these similar words, or by discussions of strategy or risks and uncertainties. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections. Important factors that could cause actual results to differ materially from such forward-looking statements include, without limitation, risks related to the following:
Increasing competition in the communications industry; and
A complex and uncertain regulatory environment.
A further list and description of these risks, uncertainties and other factors can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Copies of this Form 10-K, as well as subsequent filings, are available online at www.sec.gov, www.shentel.com or on request from the Company. The Company does not undertake to update any forward-looking statements as a result of new information or future events or developments.
Use of Non-GAAP Financial Measures
Included in this presentation are certain non-GAAP financial measures that are not determined in accordance with US generally accepted accounting principles. These financial performance measures are not indicative of cash provided or used by operating activities and exclude the effectors of certain operating, capital and financing costs and may differ from comparable information provided by other companies, and they should not be considered in isolation, as an alternative to, or more meaningful than measures of financial performance determined in accordance with US generally accepted accounting principles. These financial performance measures are commonly used in the industry and are presented because Shentel believes they provide relevant and useful information to investors. Shentel utilizes these financial performance measures to assess its ability to meet future capital expenditure and working capital requirements, to incur indebtedness if necessary, return investment to shareholders and to fund continued growth. Shentel also uses these financial performance measures to evaluate the performance of its business and for budget planning purposes.
Agenda
Introduction and Shentel Overview
Overview of Wireless
Overview of Wireline
Overview of Cable
Financials
Shenandoah Telecommunications Company
Reporting Segments: Wireless, Wireline and Cable
Shentel Management Company: Allocation subsidiary for all
employees and shared expenses
Allocation Subsidiary
Wireline Entities
Wireless Entities
Shenandoah
Telecommunications
Company
Shentel Cable
Company
Shentel Service
Company
Shenandoah Mobile
Company
Shenandoah Cable
Television Company
Shentel Management
Company
Shentel
Communications
Company
Shenandoah
Telephone Company
Shenandoah
Personal
Communications
Company
Shenandoah Network
Company
Shenandoah Long
Distance Company
Cable Entities
Business Overview
Public company with 4,400+ shareholders
≈ 70% individual / 30% institutional
Sprint PCS Affiliate of Sprint Nextel
Profitable
Strong growth
Healthy balance sheet
Continuity of ownership & management
Focused business plan
Growth Strategy – Capitalize on Core Competencies
Wireless
Increase penetration in existing PCS footprint
Look for new wireless opportunities in surrounding
geographic areas
Wireline
Attractive markets at reasonable prices
Cable
Focus on smaller less competitive markets
Build clusters to gain operating efficiencies
Upgrade networks to offer “Triple Play”
Segment Overview
12 Months Ending March 31, 2009
Revenue by Segment
Operating Income Before Depreciation &
Amortization (OIBDA) by Segment
Total External Revenues = $150.9 million
Segment
OIBDA
% Margin
% of Total
Wireless
$58.3
54%
77%
Wireline
22.0
66%
29%
Cable
0.1
1%
0%
Other
(4.3)
N/A
-6%
Total
$76.1
50%
Agenda
Introduction and Shentel Overview
Overview of Wireless
Overview of Wireline
Overview of Cable
Financials
PCS Overview
One of 3 remaining Sprint Nextel
affiliates
2.3 million licensed POPs
2.0 million covered POPs
213k total subscribers
10.85% penetration of covered
POPs
419 CDMA base stations
237 EVDO enabled cell sites
87.5% EVDO covered POPs
$41,000 Estimated Average
household income
Key Operational Metrics – PCS
Period Ending
Retail Subscribers (000s)
Number of Cell Sites
Churn (%)
Penetration (%)
EVDO Sites
Non-EVDO Sites
Attractive Service Revenue Growth – PCS
12 Months Ending
Gross Billed PCS Revenue ($ millions)1
1 Before credits and fees
20.8% CAGR
PCS Revenues
12 Months Ending
Billed Revenue ($ millions)
Up 16.8%
Bad Debt
Management Fee
Service Credits
Service Fee
Net Revenue
PCS Revenue per Subscriber
Period Ending
Gross Billed Revenue per Subscriber1
1 Before credits and fees
Voice
Data
Wireless Segment
12 Months Ending
Reported Revenue ($ millions)
OIBDA ($ millions)
25.5% CAGR
1
1 Decrease in revenue between 3/31/2007 and 3/31/2008 is the result of the change in accounting for the Sprint Nextel contract amendment.
Capital Expenditures – Wireless
12 Months Ending
Capital Expenditures by Category ($ millions)
Other
Capacity
Coverage
EVDO
Mobile
# Cell Sites
332
346
411
489
% Covered POPs
77%
79%
85%
89%
# EVDO Sites
0
52
211
318
% POPs Covered
N/A
27%
86%
92%
Agenda
Introduction and Shentel Overview
Overview of Wireless
Overview of Wireline
Overview of Cable
Financials
Wireline Customers
12 Months Ending March 31, 2009
24.1k LEC access lines
10.3k DSL subscribers
4.8k dial-up Internet
subscribers
10.7k long distance
subscribers
Pending Acquisition of North
River Telephone
1.0k access lines
One FTTH community in
service outside of LEC area
Fiber Network
Route miles: 756
Fiber miles: 46,733
Access lines (000s)
-0.9% CAGR
Internet Customers (000s)
1 DSL only available within LEC area
2 Dial-up offered inside and outside the LEC area
Wireline Customers
12 Months Ending
Agenda
Introduction and Shentel Overview
Overview of PCS
Overview of Wireline
Overview of Cable
Financials
Cable TV Overview
Complimentary (with LEC business)
16k Homes Passed
8.3k Video Subscribers
Offensive positioning (Outside ILEC)
44k Homes Passed
17k Video, 1.2k Internet, 0 Voice Subscribers
One-way now, two way in 2009/2010
YE09 – HD, DVR, VOD, Internet, Voice
Cable TV
12 Months Ending
Subscribers (000s)
Revenue ($ millions)
OIBDA ($ millions)
1 Includes Rapid Communications acquisition – December 2008
1
1
1
Digital
Basic
Agenda
Introduction and Shentel Overview
Overview of PCS
Overview of Wireline
Overview of Cable
Financials
Key Financial Results – Continuing Operations1
12 Months Ending
Net Income from Continuing Operations
($ millions)
28.7% CAGR
Revenue ($ millions)
1 Shentel Converged Services has been reclassed as discontinued operations. All results have been restated.
2 Decrease in revenue between 3/31/2007 and 3/31/2008 is the result of the change in accounting for the Sprint Nextel contract amendment.
2
Wireless
Wireline
Cable
Operating Income ($ millions)
Operating Income Before Depreciation &
Amortization ($ millions)
Key Financial Results – Continuing Operations1
12 Months Ending
1 Shentel Converged Services has been reclassed as discontinued operations. All results have been restated.
Key Financial Results – Consolidated
12 Months Ending
Earnings Per Share
- Continuing Operations1
Earnings Per Share
- Net Income
2
1 Shentel Converged Services has been reclassed as discontinued operations. All results have been restated.
2 Includes $10.7 million write down of Converged Service Business Unit ($0.45 per share) in Q1 2009
Non-GAAP Financial Measure – Billed Revenue per Subscriber
Period Ending
Gross billed revenue
1Q08
2Q08
3Q08
4Q08
1Q09
Wireless segment total operating revenues
$24,407
$27,341
$27,526
$27,611
$28,804
Equipment revenue
(1,300)
(1,511)
(1,410)
(994)
(1,270)
Other revenue
(2,055)
(3,320)
(1,876)
(2,270)
(2,174)
Wireless service revenue
21,052
22,510
24,240
24,347
25,360
Service credits
3,498
3,683
4,000
3,836
3,764
Write-offs
2,496
1,750
1,903
1,914
1,705
Management fee
2,091
2,203
2,336
2,404
2,482
Service fee
2,300
2,423
2,570
2,644
2,730
Gross billed revenue
$31,437
$32,571
$35,049
$35,115
$36,041
Average subscribers
190,870
197,055
203,454
207,882
212,196
Voice Gross Revenue per Subscriber
$42.30
$41.58
$40.67
$39.21
$38.62
Data Gross Revenue per Subscriber
12.6
13.52
16.76
17.14
17.99
Total Gross Billed Revenue per Subscriber
$54.90
$55.10
$57.42
$56.35
$56.62
Dollars in thousands (except subscribers and revenue per subscriber)
Dollars in thousands
Wireless
Wireline
Cable
Other
Consolidated
Operating Income
$40,542
$13,926
($1,684)
($4,589)
$48,195
Depreciation and amortization
17,791
8,072
1,738
315
27,915
OIBDA
$58,333
$21,998
$54
($4,274)
$76,110
Non-GAAP Financial Measure – OIBDA
12 Months Ended 3/31/2009
Dollars in thousands
Wireless
Wireline
Cable
Other
Consolidated
Operating Income
$30,260
$14,200
($1,336)
($5,082)
$38,042
Depreciation and amortization
16,347
6,468
1,035
262
24,112
OIBDA
$46,607
$20,668
($301)
($4,820)
$62,154
Non-GAAP Financial Measure – OIBDA
12 Months Ended 3/31/2008
Dollars in thousands
Wireless
Wireline
Cable
Other
Consolidated
Operating Income
$21,473
$14,057
($1,071)
($5,473)
$28,986
Depreciation and amortization
15,544
5,610
1,094
239
22,487
OIBDA
$37,017
$19,667
$23
($5,234)
$51,473
Non-GAAP Financial Measure – OIBDA
12 Months Ended 3/31/2007
