SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C. 20549

                          Form 10-Q


      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


            For Quarter Ended September 30, 1995    

                  Commission File Number 0-9881


            SHENANDOAH TELECOMMUNICATIONS COMPANY
   (Exact name of registrant as specified in its charter)



      Virginia                                  54-1162806   
(State or other jurisdiction                (I.R.S. Employer
of incorporation or                         Identification
organization)                               Number)


           P. O. Box 459, Edinburg, Virginia 22824
    (Address of principal executive office and zip code)


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

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    X               NO                  

Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the close of the period covered by
this report.

         Class                  Outstanding at November 1, 1995
Common Stock, No Par Value                3,760,760 Shares 

              SHENANDOAH TELECOMMUNICATIONS COMPANY    
                    AND SUBSIDIARY COMPANIES           
                              
                  PART I, FINANCIAL INFORMATION   
                  ITEM I, FINANCIAL STATEMENTS         
                   CONSOLIDATED BALANCE SHEETS         
                              
                             ASSETS

                          September 30, 1995 December 31, 1994   
                      
CURRENT ASSETS                          
 Cash & Cash Equivalents         $4,894,979        $6,270,849 
 Certificates of Deposit          1,574,312           930,911    
 Investments Held to Maturity     6,862,796         3,254,460    
 Accounts Receivable              2,915,996         2,880,428    
 Leases Receivable (Net)             81,140            81,140    
 Materials                        1,669,137         1,511,006    
 Prepaid and Other 
  Current Assets                    129,855           236,191

 Total Current Assets           $18,128,215       $15,164,985

NONCURRENT ASSETS                            
 Other Securities and 
  Investments                     2,931,241         4,615,689    
 Securities Available for Sale    2,537,598                 0    
 Investments Held to Maturity     1,499,659           499,687 
 Investment in Direct 
  Financing Leases                  259,674           287,584

 Total Noncurrent Assets          7,228,172         5,402,960

PLANT, PROPERTY AND EQUIPMENT                          
 Plant in Service                50,525,408        49,102,832    
 Plant Under Construction         2,001,831           248,717    
 Less Accumulated Depreciation   18,410,056        17,455,344    

 Net Plant, Property, 
  and Equipment                  34,117,183        31,896,205    

TOTAL ASSETS                    $59,473,570       $52,464,150    
                                 ==========        ==========    
     

  See accompanying notes to consolidated financial statements.

              SHENANDOAH TELECOMMUNICATIONS COMPANY    
                    AND SUBSIDIARY COMPANIES           
                              
                  PART I, FINANCIAL INFORMATION   
                  ITEM I, FINANCIAL STATEMENTS         
                   CONSOLIDATED BALANCE SHEETS         
                              
              LIABILITIES AND STOCKHOLDERS' EQUITY

                          September 30, 1995 December 31, 1994   
                         
CURRENT LIABILITIES                          
 Current Maturities of 
  Long-Term Debt                   $423,329          $423,329    
 Accounts Payable                   578,239           307,691    
 Advance Billing                    229,513           526,105    
 Customer Deposits                  111,027           137,793    
 Other Current Liabilities          863,651           910,968    
 Income Taxes Payable                     0            26,618    
 Other Accrued Taxes                241,551            53,739
          
 Total Current Liabilities        2,447,310         2,386,243

LONG TERM DEBT, LESS 
CURRENT MATURITIES               10,199,674         9,517,880    

OTHER LIABILITIES AND 
DEFERRED CREDITS                             
 Deferred Investment Tax Credits    386,583           442,844    
 Deferred Income Taxes            3,697,693         3,535,014    
 Pension and Other                  655,027           745,935    

 Total Other Liabilities 
  and Deferred Credits            4,739,303         4,723,793    

Minority interests                1,653,936         1,219,493
          
STOCKHOLDERS' EQUITY                              
 Common Stock, no par, 
  8,000,000 shares                      
  authorized (3,760,760 
  shares issued and                     
  outstanding)                    4,740,677         4,740,677    
 Retained Earnings               34,785,475        29,876,064    
 Unrealized Gain on 
  Securities Available for
  Sale, Net of Taxes                907,195                 0     

 Total Stockholders' Equity      40,433,347        34,616,741

TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY            $59,473,570       $52,464,150

  See accompanying notes to consolidated financial statements.

                                SHENANDOAH TELECOMMUNICATIONS COMPANY  
                                     AND SUBSIDIARY COMPANIES            
                                                                            
                                   PART I, FINANCIAL INFORMATION
                                   ITEM I, FINANCIAL STATEMENTS               
                                 CONSOLIDATED STATEMENTS OF INCOME 
                                           (UNAUDITED) 
                    
Three months ended Nine months ended September 30 September 30 1995 1994 1995 1994 OPERATING REVENUES Telephone Revenues Local Service $777,591 $730,827 $2,293,684 $2,125,290 Access 1,599,319 1,595,298 4,822,769 4,870,847 Toll 1,146 (14,219) 7,934 (31,768) Miscellaneous: Directory 273,033 249,358 837,743 764,398 Facility Leases 418,896 312,653 1,262,661 915,946 Billing & Collection 119,105 120,504 298,449 342,663 Other Miscellaneous 30,374 14,776 89,165 122,082 --------- --------- --------- --------- Total Telephone Revenues 3,219,464 3,009,197 9,612,405 9,109,458 Cable Television Revenues 216,789 190,442 648,353 533,762 ShenTel Service Revenues 312,698 432,134 996,579 1,183,839 Leasing Revenues 6,017 5,074 18,548 14,585 Mobile Revenues 1,323,502 1,124,254 3,614,977 3,080,368 Long Distance Revenues 287,433 295,906 850,022 863,731 Network Revenues 123,843 80,197 371,528 240,592 --------- --------- --------- --------- Total Revenues and Sales 5,489,746 5,137,204 16,112,412 15,026,335 --------- --------- ---------- ---------- See accompanying notes to consolidated financial statements.
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended Nine months ended September 30 September 30 1995 1994 1995 1994 OPERATING EXPENSES Cost of Products and Services Sold 144,813 201,034 472,088 535,175 Line Costs 141,625 137,986 408,916 395,441 Plant Specific 427,922 431,834 1,347,039 1,218,587 Plant Non-Specific: Network & Other 492,220 407,515 1,367,096 1,236,553 Depreciation and Amortization 728,177 710,501 2,118,858 2,037,272 Customer Operations 627,798 611,345 1,755,428 1,738,944 Corporate Operations 503,054 524,438 1,437,597 1,430,902 Other Operating Income & Expense 44,860 39,858 136,876 113,143 Taxes other than income 80,199 82,332 247,378 246,885 --------- --------- --------- --------- Total Operating Expenses 3,190,668 3,146,843 9,291,276 8,952,902 --------- --------- --------- --------- Operating income 2,299,078 1,990,361 6,821,136 6,073,433 Gain on Sale of Investment 268,722 0 1,140,847 0 Non-operating income less expenses 287,103 73,483 725,760 118,899 Interest expense 174,027 171,257 524,719 493,520 --------- --------- --------- --------- See accompanying notes to consolidated financial statements.
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended Nine months ended September 30 September 30 1995 1994 1995 1994 Income before taxes 2,680,876 1,892,587 8,163,024 5,698,812 Provision for income taxes 910,728 561,700 2,819,170 1,867,540 --------- --------- --------- --------- Net income before minority interest 1,770,148 1,330,887 5,343,854 3,831,272 Minority interest (179,463) (110,597) (434,443) (271,792) Net Income $1,590,685 $1,220,290 $4,909,411 $3,559,480 ========= ========= ========= ========= EARNINGS PER SHARE Weighted Average Common Shares Outstanding 3,760,760 3,760,760 3,760,760 3,760,760 ========= ========= ========= ========= Net Earnings per Share $0.42 $0.32 $1.31 $0.95 ===== ===== ===== ===== See accompanying notes to consolidated financial statements.
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30 1995 1994 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $4,909,411 $3,559,480 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and Amortization 2,118,858 2,037,272 Deferred taxes 185,020 89,961 Gain on Sale of Equity investment (1,140,848) 0 Investment (Gains)/Losses (214,357) 112,271 Minority Share of Income 434,443 271,792 Payment to Pension Fund (176,186) 0 Other 259,966 313,950 Decrease (increase) in Accounts receivable (474,907) (16,829) Materials and Supplies (158,131) (77,329) Increase (decrease) in Accounts Payable 236,105 (138,931) Income taxes payable (30,499) (525,937) Other current liabilities (178,983) (246,564) ------------ ------------ Net cash provided by operating activities 5,769,892 5,379,136 ------------ ------------ See accompanying notes to consolidated financial statements.
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I, FINANCIAL INFORMATION ITEM I, FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30 1995 1994 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Property and Equipment (4,384,329) (2,559,029) Investment in Direct Financing Leases (36,729) (187,550) Payments Received on Direct Financing Leases 64,639 51,955 Purchase of Investments Securities (10,150,172) (2,123,590) Sale of Investments Securities 6,304,035 1,457,862 Issue note receivable 0 (250,000) Proceeds from matured note receivable 375,000 0 ------------ ------------ Net cash provided by investing activities (7,827,556) (3,610,352) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Notes Payable 998,000 0 Payment of notes payable (316,206) (1,157,973) ------------ ------------ Net cash provided by financing activities 681,794 (1,157,973) ------------ ------------ NET INCREASE / (DECREASE) IN CASH (1,375,870) 610,811 ------------ ------------ CASH AND CASH EQUIVALENTS: Beginning 6,270,849 5,695,891 ------------ ------------ Ending $4,894,979 $6,306,702 ============ ============ See accompanying notes to consolidated financial statements. SHENANDOAH TELECOMMUNICATIONS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly Shenandoah Telecommunications Company's financial position as of September 30, 1995 and the results of operations and cash flows for the nine month periods ended September 30, 1995 and 1994. While the Company believes that the disclosures presented are adequate, to make the information not misleading, it is suggested that these condensed financial statements be read in conjunction with the financial statements and notes included in the Company's annual report in Form 10-K. 2. Earnings per share of common stock have been determined by using the weighted average number of shares outstanding during the period. 3. The results of operations for the three-month and nine-month periods ended September 30, 1995 are not necessarily indicative of the results to be expected for the full year.
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary The following tables set forth, for the periods indicated, the percentages which certain items reflected in the financial data bear to total operating revenues and the percentage increase of such items as compared to the indicated prior period: RELATIONSHIP TO PERIOD TO PERIOD TOTAL OPERATING REVENUES INCREASE OR DECREASE Three months Nine months Three months Nine months ended Sept 30 ended Sept 30 ended Sept 30 ended Sept 30 1995 1994 1995 1994 1995-94 1994-93 1995-94 1994-93 OPERATING REVENUES Telephone Revenues Local Service 14.2% 14.1% 14.3% 14.1% 6.4% 8.9% 7.9% 8.0% Access 29.1% 31.1% 29.9% 32.4% 0.3% -5.0% -1.0% 3.1% Toll 0.0% -0.3% 0.0% -0.2% 108.1% -687.3% 125.0% -839.3% Miscellaneous: Directory 5.0% 4.9% 5.2% 5.1% 9.5% 3.4% 9.6% 3.5% Facility Leases 7.6% 6.1% 7.8% 6.1% 34.0% 36.1% 37.9% 20.4% Billing & Collection 2.2% 2.3% 1.9% 2.3% -1.2% 5.7% -12.9% 3.8% Other Miscellaneous 0.6% 0.3% 0.6% 0.8% 105.6% -46.0% -27.0% 39.2% Total Telephone Revenues 58.7% 58.5% 59.7% 60.6% 7.0% 1.4% 5.5% 5.8% Cable Television Revenues 3.9% 3.7% 4.0% 3.6% 13.8% 13.5% 21.5% 2.5% ShenTel Service Revenues 5.7% 8.4% 6.2% 7.9% -27.6% 79.0% -15.8% 55.4% Leasing Revenues 0.1% 0.1% 0.1% 0.1% 18.6% -87.3% 27.2% -88.4% Mobile Revenues 24.1% 21.9% 22.4% 20.5% 17.7% 25.1% 17.4% 33.9% Long Distance Revenues 5.2% 5.8% 5.3% 5.7% -2.9% -10.6% -1.6% -11.5% Network Revenues 2.3% 1.6% 2.3% 1.6% 54.4% -14.7% 54.4% -18.4% ----- ----- ----- ----- ----- ----- ----- ----- Total Revenues and Sales 100.0% 100.0% 100.0% 100.0% 6.9% 8.4% 7.2% 10.6%
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RELATIONSHIP TO PERIOD TO PERIOD TOTAL OPERATING REVENUES INCREASE OR DECREASE Three months Nine months Three months Nine months ended Sept 30 ended Sept 30 ended Sept 30 ended Sept 30 1995 1994 1995 1994 1995-94 1994-93 1995-94 1994-93 OPERATING EXPENSES Cost of Products and Services Sold 2.6% 3.9% 2.9% 3.6% -28.0% 79.0% -11.8% 25.2% Line Costs 2.6% 2.7% 2.5% 2.6% 2.6% 6.0% 3.4% 1.4% Plant Specific 7.8% 8.4% 8.4% 8.1% -0.9% -11.1% 10.5% -7.8% Plant Non-Specific: Network & Other 9.0% 7.9% 8.5% 8.2% 20.8% -7.1% 10.6% 2.8% Depreciation and Amortization 13.3% 13.8% 13.2% 13.6% 2.5% 11.2% 4.0% 8.3% Customer Operations 11.4% 11.9% 10.9% 11.6% 2.7% 11.0% 0.9% 8.3% Corporate Operations 9.2% 10.2% 8.9% 9.5% -4.1% 12.3% 0.5% 4.2% Other Operating Income & Expense 0.8% 0.8% 0.8% 0.8% 12.5% 16.9% 21.0% 11.1% Taxes other than income 1.5% 1.6% 1.5% 1.6% -2.6% 42.2% 0.2% 36.4% ----- ----- ----- ----- ------ ----- ----- ----- Total Operating Expenses 58.2% 61.2% 57.6% 59.6% 1.4% 7.9% 3.8% 5.5% Operating income 41.9% 38.7% 42.3% 40.4% 15.5% 9.1% 12.3% 18.9%
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RELATIONSHIP TO PERIOD TO PERIOD TOTAL OPERATING REVENUES INCREASE OR DECREASE Three months Nine months Three months Nine months ended Sept 30 ended Sept 30 ended Sept 30 ended Sept 30 1995 1994 1995 1994 1995-94 1994-93 1995-94 1994-93 Gain on Sale of Investment 4.9% 0.0% 7.1% 0.0% N/A N/A N/A N/A Non-operating income less expenses 5.2% 1.4% 4.5% 0.8% 290.7% -103.1% 510.4% 277.2% Interest expense 3.2% 3.3% 3.3% 3.3% 1.6% 12.9% 6.3% 8.8% ----- ----- ----- ----- ----- ----- ----- ----- Income before taxes 48.8% 36.8% 50.7% 37.9% 41.7% 10.8% 43.2% 24.3% Provision for income taxes 16.6% 10.9% 17.5% 12.4% -62.1% -4.3% 51.0% 17.2% ----- ----- ----- ----- ------ ------ ----- ----- Net income before minority interest 32.2% 25.9% 33.2% 25.5% 33.0% 18.7% 39.5% 28.1% Minority interest -3.3% -2.2% -2.7% -1.8% 62.3% 108.0% 59.8% 378.5% Net Income 29.0% 23.8% 30.5% 23.7% 30.4% 14.2% 37.9% 21.3% ====== ===== ===== ===== ===== ===== ===== ====== SHENANDOAH TELECOMMUNICATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Shenandoah Telecommunications Company is a diversified telecommunications holding company providing both regulated and unregulated telecommunications services through its eight wholly-owned subsidiaries. The regulated local exchange telephone company is the largest subsidiary, accounting for over 59.0% of revenue and 76.0% of net income year-to-date in 1995 (excluding the gain on the sale of equity security). This industry is in a period of transition from a regulated monopoly to a competitive environment with changing technology. As a result, Shenandoah Telecommunications has made and plans to continue to make significant investments in new and emerging technologies. The Company is currently constructing a wireless network to provide Personal Communications Services to regional communities. Other significant services provided are cellular, cable television, long distance, and facilities leased to interexchange carriers on a Company owned fiber optic cable network. The Company also sells and leases equipment, mainly related to services provided. The Company also participates in emerging technologies by direct investment in non-affiliated companies. RESULTS OF OPERATIONS The Company's largest source of revenue continues to be for access to the Company's local exchange network by interexchange carriers. The volume for these access revenues is measured in minutes of use. The minutes of use during the first nine months of 1995 increased 5.7% compared to the same period in 1994. Minutes of use during the third quarter were 7.3% higher than the third quarter of 1994. Changes in NECA settlement procedures, effective July 1, 1994, offset the increases in minutes of use. The decrease in billing and collection revenues is primarily attributed to a $33,192 refund in June 1995 to an interexchange carrier for correcting an error to message counts. Management expects these revenues to decline further when one of the interexchange carriers discontinues using our local exchange company for a portion of the billing process. This change is tentatively scheduled to occur in the last quarter of 1995. The increase in Mobile Company revenues was due to growth in our cellular operation. Cellular revenues increased 17.5% in the nine months of 1995 compared to the same period in 1994. Cellular revenues increased 17.4% over the third quarter of 1994. Year-to-date and for the third quarter of 1995, net additions ofcustomers were approximately the same as net additions for the sameperiod in 1994. SHENANDOAH TELECOMMUNICATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The decrease in the ShenTel Service revenues category for both the third quarter and year-to-date is due primarily to a decrease in equipment sales compared to 1994. These sales are down $145,323 or 26.2% compared to the first nine months of 1994. Another factor was the completion of a consulting contract that provided $12,929 in the first half of 1994. The contract expired in the fourth quarter of 1994. These two items were partially offset by the rapid growth of a new service started in late 1994 providing local Internet access to regional communities. On September 1, 1994, the cable television company restructured its rates by increasing its rates for basic and premium service and decreasing or eliminating its charges for other services such as rental of converters. As a result of the rate changes and subscriber growth, total revenue for cable television services for the final four months of 1994 increased 17.3% over the previous four months' total, and 26.0% over the final four months of 1993. The number of Cable subscribers has increased 6.9% from June 30, 1994. The increase in the third quarter of 1995 was .1% compared to a 1.1% increase in the third quarter of 1994. The Company estimates that our cable rates are within the limits prescribed by the FCC for cable systems of our size. None of the local governments within the Company's cable television serving area have indicated that they will exercise any authority they may have to regulate rates. The Company has recently applied for a franchise to extend the cable television network into an area already served by another cable provider and compete directly with the incumbent provider. Work is progressing to obtain the necessary regulatory approvals from local and federal governments before construction can begin on the competitive network. The Company also leases capacity on fiber optic facilities in Virginia, West Virginia, and Maryland to interexchange carriers. The revenue for this activity appears as facilities leases and as network revenues on the income statement. This service experienced a revenue increase of 41.3% year-to-date and 38.2% during the third quarter compared with the same periods in 1994. The increase is due to new circuits being added. For the first nine months and the third quarter of 1995, operating expenses increased 3.8% and 1.4% respectively compared to the same periods in 1994. SHENANDOAH TELECOMMUNICATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The first operating expense category is cost of goods sold. This category reflects decreases in both the quarter-to-quarter as well as year-to-date comparisons due to the previously discussed decline in ShenTel Service equipment sales. The increases in the network and other category are due primarily to increases in facilities and network administration costs for the Internet local access operation, and engineering and network support costs for our subsidiary that will provide Personal Communications service. The Internet costs have increased this category approximately 6.5% year-to-date and for the third quarter compared to the same periods in 1994. The costs for the ] subsidiary have increased this category 1.5% year-to-date and 4.5% for the third quarter compared to the same periods in 1994. The non-operating income less expenses category consists mainly of the income or loss from investments made by the Company. The Company, along with other telecommunications providers, founded an organization that built a fiber optic network in the Richmond, Virginia metropolitan area. The fiber network provided competitive access to businesses in the area. As a result of a strategic change, it was agreed to sell this business to Metropolitan Fiber Systems. The Company recognized a gain on the sale in January of 1995. The amount of the gain was $872,125. In addition the Company recognized losses of $103,461 and $52,270 respectively during the first six months and second quarter of 1994 as our portion of the operations of this organization. During the third quarter of 1995 the Company sold a portion of the MFS stock it received in exchange for this fiber network. The transaction resulted in a pre-tax gain of $268,722. SHENANDOAH TELECOMMUNICATIONS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Company continues to generate a strong cash flow from operations that adequately meets the Company's need for cash. Other available sources of liquidity are two unsecured lines of credit with local banks totaling $4.5 million. No advances have been made from these lines of credit in 1995. The Company has a loan agreement with the Rural Telephone Bank (RTB) in the amount of $9,240,000. The Company received an additional advance during the third quarter of 1995 in the amount of $998,000. As of October 31, 1995, the Company has received advances in the amount of $4,384,000. Expenditure of these loan funds is limited to approved capital projects for the regulated local exchange carrier. The Company has reached an agreement to construct and manage part of a network that will provide Personal Communications Services (PCS). A separate wholly-owned subsidiary has been formed to operate this business. The service will be provided under a license held by an unaffiliated company. Construction has begun on the new network that will support this service. Construction of the new network will require significant investment in new plant and equipment over the next several years. Due to the competition coming from new sources, management is unable to predict the potential impact of the new operation on the Company's cash flow. The Company has contractual commitments to meet certain network build out requirements in connection with the construction of the new network discussed above. The Company's Board of Directors has approved a construction budget of approximately $14,000,000 for 1995, including $6,000,000 for the network. The remaining amounts are primarily for telephone central office equipment and fiber optic cable facilities. The Company expects to finance the 1995 expenditures through internally generated cash flows as well as additional advances from the RTB note. For subsequent years, management expects that the Company will require additional financing from external sources to finance the completion of the network. SHENANDOAH TELECOMMUNICATIONS COMPANY PART II OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders. ITEM 6. Exhibits and Reports on Form 8-K NONE SHENANDOAH TELECOMMUNICATIONS COMPANY 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) November 13, 1995 CHRISTOPHER E. FRENCH Christopher E. French President November 13, 1995 LAURENCE F. PAXTON Laurence F. Paxton Vice President - Finance
 

5 3-MOS 9-MOS DEC-31-1995 DEC-31-1995 SEP-30-1995 SEP-30-1995 4894979 4894979 5468839 5468839 2915996 2915996 0 0 1669137 1669137 18128215 18128215 50525408 50525408 18410056 18410056 59473570 59473570 2447310 2447310 10199674 10199674 4740677 4740677 0 0 0 0 35692670 35692670 59473570 59473570 113221 511626 5489746 16112412 144813 472088 3190668 9291276 179463 434443 8872 13564 174027 524719 2501413 7728581 910728 2819170 1590685 4909411 0 0 0 0 0 0 1590685 4909411 .42 1.31 .42 1.31