SEC Filing - Shenandoah Telecommunications Co

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 March 31, 1999 Commission File Number 0-9881 SHENANDOAH TELECOMMUNICATIONS COMPANY (Exact name of registrant as specified in its charter) Virginia 54-1162806 (State or other jurisdiction of (I.R.S. Employer of incorporation or organization Identification 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 April 30, 1999 Common Stock, No Par Value 3,755,760 Shares SHENANDOAH TELECOMMUNICATIONS COMPANY SHENANDOAH TELECOMMUNICATIONS COMPANY INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets March 31, 1999 and December 1998 1-2 Condensed Consolidated Statements of Income Three Months Ended March 31, 1999 and 1998 3-4 Condensed Consolidated Statements of Cash Flow Three Months Ended March 31, 1999 and 1998 5 Notes To Consolidated Financial Statements 6 Item II. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-13 PART II. OTHER INFORMATION Item 4. Submission of Matters To a Vote of Security Holders 14 Item 6. Exhibits and Reports On Form 8-K 14 Signatures 15

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS March 31, 1999 December 31, 1998 (Unaudited) Current Assets Cash & cash equivalents $ 6,722,110 $ 4,891,109 Investment held to maturity sec 0 499,581 Accounts receivable 4,328,367 4,272,016 Materials 3,091,142 3,488,137 Prepaid and other current assets 581,957 777,853 ------- ------- Total Current Assets 14,723,576 13,928,696 Securities and Investments Available for sale securities 2,170,794 2,677,789 Other investments 5,792,191 5,921,206 --------- --------- 7,962,985 8,598,995 Net Property, Plant and Equipment Plant in service 91,002,585 88,427,844 Plant under construction 5,191,411 5,670,371 --------- --------- 96,193,996 94,098,215 Less accumulated depreciation 30,513,595 29,063,738 ---------- ---------- 65,680,401 65,034,477 Other Assets Cost in excess of net assets of business acquired, less accumulated amortization 4,687,673 4,876,215 Deferred charges and other assets 519,872 354,216 Radio spectrum license net of accumulated amortization 640,922 653,145 ------- ------- 5,848,467 5,883,576 $ 94,215,429 $ 93,445,744 ============ ============ See accompanying notes to the condensed consolidated financial statements

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS LIABILITIES AND EQUITY March 31, December 31, 1999 1999 (Unaudited) --------------- --------------- Current Liabilities Current maturities of long-term debt $ 1,073,309 $ 863,972 Accounts payable 1,218,166 1,149,286 Advance billings & payments 607,914 712,581 Customers' deposits 120,898 113,586 Accrued compensation 624,133 890,443 Other current liabilities 800,836 1,072,422 Income taxes payable 505,007 0 Other taxes payable 567,116 214,433 ----------- ----------- Total Current Liabilities 5,517,379 5,016,723 Long-term Debt, less current maturities 28,044,137 28,398,374 Other Liabilities and Deferred Credits Deferred investment tax credit 128,513 145,909 Deferred income taxes 6,544,195 6,741,121 Pension & other 1,451,416 1,331,465 ----------- ----------- 8,124,124 8,218,495 Minority Interests 1,987,864 2,265,426 Stockholders' Equity Common stock 4,734,377 4,734,377 Retained earnings 45,486,627 44,173,730 Unrealized gains on available for sale securities 320,921 638,619 ----------- ----------- 50,541,925 49,546,726 ---------- ---------- 94,215,429 93,445,744 =========== =========== See accompanying notes to the condensed consolidated financial statements

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three months ended March 31, 1999 1998 (Unaudited) OPERATING REVENUES Telephone revenues Local service $ 960,104 $ 922,032 Access 1,890,951 1,924,320 Toll 5,802 12,634 Miscellaneous: Directory 314,146 293,487 Facility leases 502,382 502,615 Billing & collection 123,952 118,424 Other miscellaneous 37,987 41,406 ------ ------ Total telephone revenues 3,835,324 3,814,918 Cable television revenues 785,741 716,668 ShenTel service revenues 932,744 526,367 Leasing revenues 3,294 4,585 Mobile revenues 2,421,434 2,057,042 PCS revenues 702,478 666,736 Long distance revenues 280,259 218,833 Network revenues 153,733 153,733 ------- ------- Total Revenues and Sales 9,115,007 8,158,882 OPERATING EXPENSES Cost of products and services sold 462,114 365,258 Line costs 107,176 100,379 Plant specific 755,839 699,411 Plant non-specific: Network & other 1,494,575 1,240,576 Depreciation 1,557,936 1,281,531 Customer operations 1,213,148 1,153,851 Corporate operations 668,269 735,277 Other operating expenses 264,517 133,509 Taxes other than income 39,368 218,719 ------ ------- Total Operating Expense 6,562,942 5,928,511 --------- --------- Operating Income 2,552,065 2,230,371 See accompanying notes to the condensed consolidated financial statements

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS Three months ended March 31, 1999 1998 (Unaudited) Non-operating income less expense 232,530 209,387 Interest Expense 468,561 312,844 ------- ------- Income before income taxes 2,316,034 2,126,914 Provision for income taxes 784,639 682,942 ------- ------- Net income before minority interest 1,531,395 1,443,972 Minority interest (218,498) (255,609) -------- -------- Net income $ 1,312,897 $ 1,188,363 =========== =========== Weighted average common shares outstanding 3,755,760 3,758,316 Basic and diluted earnings per share $ 0.35 $ 0.32 See accompanying notes to the condensed consolidated financial statements

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW Three months ended March 31, 1999 1998 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net Income 1,312,897 1,188,363 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation & amortization 1,557,936 1,281,531 Deferred taxes (196,926) 255,705 Investment (gains)/losses 53,843 (263,333) Income (losses) on equity investments (277,562) (84,391) Other (95,720) 156,243 Decrease/(increase) in Accounts receivable (56,351) (734,410) Materials 396,995 (827,707) Increase/(decrease) in Accounts payable 68,880 (726,320) Income taxes payable 505,007 700,650 Deferrals & accruals 33,279 (48,548) ------ ------- Net cash provided by operating activities 3,302,278 381,751 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property plant & equipment (2,090,427) (2,830,985) Purchase of investment securities (38,697) 0 Maturity of held-to-maturity securities 499,581 0 Cash flows from securities 303,166 602,638 Other 0 (3,789) ------- ------ Net cash used in investing activities (1,326,377) (2,232,136) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long term debt 0 2,166,556 Stock Redemption 0 (100,000) Principal payments on long term debt (144,900) (137,347) Net cash provided by financing activities (144,900) 1,929,209 -------- --------- NET INCREASE IN CASH 1,831,001 78,824 CASH AND CASH EQUIVALENTS: Beginning 4,891,109 5,203,521 --------- --------- Ending $ 6,722,110 $ 5,282,345 =========== =========== See accompanying notes to the condensed consolidated financial statements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of management, the accompanying condensed financial statements which are unaudited, except for the condensed balance sheet at December 31, 1998, contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly Shenandoah Telecommunications Company's financial position as of March 31, 1999 and the results of operations and cash flows for the three month periods ended March 31, 1999 and 1998. While the Company believes that the disclosures presented are adequate, to make the information not misleading it is suggested that these financial statements be read in conjunction with the financial statements and notes included in the Company's annual report on Form 10-K. 2. The results of operations for the three-month period ended March 31, 1999 and 1998 are not necessarily indicative of the results to be expected for the full year. 3. The earnings per common share were computed on the weighted average number of shares outstanding. The Company has stock options outstanding, which are not dilutive; therefore basic and diluted earnings per share are the same. 4. Other comprehensive income consists of the unrealized holding gains and losses on the Company's available-for-sale investment. The unrealized holding loss net of tax for the three month period ended March 31, 1999 was $317,698 and the unrealized holding loss net of tax for the three month period ended March 31, 1998 was $395,001. Other comprehensive income equaled $995,199 for the three month period ended March 31, 1999 and $793,361 for the same period in 1998.

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES ITEM II, MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following tables set forth, for the periods indicated, the percentages which certain items reflected in the financial data bear to total operating revenue and the percentage increase of such items as compared to the indicated prior period: RELATIONSHIP TO PERIOD TO PERIOD TOTAL REVENUES INCREASE OR DECREASE Three months ended Three months ended March 31, March 31, 1999 1998 1999-98 1998-97 OPERATING REVENUES (Unaudited) (Unaudited) Telephone revenues Local service 10.5% 11.3% 4.1% 7.3% Access 20.8% 23.6% -1.7% 10.6% Toll 0.1% 0.2% -54.1% 105.9% Miscellaneous: Directory 3.5% 3.6% 7.0% 7.5% Facility leases 5.5% 6.2% -0.1% 5.4% Billing & collection 1.4% 1.5% 4.7% 12.8% Other miscellaneous 0.4% 0.5% -8.3% -14.4% Total telephone revenues 42.1% 46.8% 0.5% 8.8% Cable television revenues 8.6% 8.8% 9.6% 16.5% ShenTel service revenues 10.2% 6.5% 77.2% 11.1% Leasing revenues 0.0% 0.1% -28.2% 26.6% Mobile revenues 26.6% 25.2% 17.7% 14.9% PCS revenues 7.7% 8.2% 5.4% 160.9% Long distance revenues 3.1% 2.7% 28.1% -9.6% Network revenues 1.7% 1.9% 0.0% 0.0% Total Revenues and Sales 100.0% 100.0% 11.7% 15.9% OPERATING EXPENSES Cost of products and 5.1% 4.5% 26.5% -8.0% services sold Line costs 1.2% 1.2% 6.8% 5.3% Plant specific 8.3% 8.6% 8.1% 12.4% Plant non-specific: Network & other 16.4% 15.2% 20.5% 33.4% Depreciation 17.1% 15.7% 21.6% 15.4% Customer operations 13.3% 14.1% 5.1% 15.9%

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARY COMPANIES ITEM II, MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following tables set forth, for the periods indicated, the percentages which certain items reflected in the financial data bear to total operating revenue and the percentage increase of such items as compared to the indicated prior period: RELATIONSHIP TO PERIOD TO PERIOD TOTAL REVENUES INCREASE OR DECREASE Three months ended Three months ended March 31, March 31, 1999 1998 1999-98 1998-97 OPERATING EXPENSES (CONTINUED) (Unaudited) (Unaudited) Corporate operations 7.3% 9.0% -9.1% 9.8% Other operating expenses 2.9% 1.6% 98.1% -31.5% Taxes other than income 0.4% 2.7% -82.0% 122.8% Total Operating Expense 72.0% 72.7% 10.7% 15.9% Operating Income 28.0% 27.3% 14.4% 15.7% Gain on Sale of Investment Non-operating income less 2.6% 2.6% 11.1% -8.7% expense Interest Expense 5.1% 3.8% 49.8% -12.2% Income before income taxes 25.4% 26.1% 8.9% 18.1% Provision for income taxes 8.6% 8.4% 14.9% 18.6% Net income before minority 16.8% 17.7% 6.1% 17.8% interest Minority interest -2.4% -3.1% -14.5% 21.1% Net income 14.4% 14.6% 10.5% 17.1%

SHENANDOAH TELECOMMUNICATIONS COMPANY 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 nine wholly-owned subsidiaries. This industry is in a period of transition from a protected monopoly to a competitive environment as evidenced by the passage of the Telecommunications Act of 1996. As a result, Shenandoah Telecommunications has made and plans to continue to make significant investments in the new and emerging technologies and opportunities. The most significant revenue contributors are the regulated telephone local exchange company accounting for 42.1% of revenue and the cellular dominated operations of the Mobile subsidiary, accounting for 26.6% of revenue during the most recent quarter. Other significant services provided are paging, personal communications services (PCS), cable television, Internet access, long distance, and fiber facilities and towers leased to other telecommunications carriers. The Company also sells and leases equipment, mainly related to services provided. The Company's new subsidiary, ShenTel Communications, was granted a certificate in March 1999 to provide competitive local exchange service in portions of Virginia that are outside the present franchised serving area of our regulated telephone subsidiary. A lengthy planning process, including negotiation for inter-connection with other local exchange carriers, is anticipated. The Company also participates in emerging technologies by direct investment in non-affiliated companies. RESULTS OF OPERATIONS The regulated local exchange company's largest source of revenue continues to be for access to the local exchange network by interexchange carriers. The volume for approximately two-thirds of these access revenues generally tracks with changes in minutes of use, subject to tariff changes. The minutes of use during the first quarter of 1999 increased 5.8%, compared to an increase of 11.9% in 1998. The associated revenues decreased 1.7% in first quarter 1999 compared to a 10.6% decrease in 1997. Management attributes the 1999 changes to interstate tariff reductions, and the 1998 changes to inclement weather (which increased access demand) experienced the first quarter of 1997. First quarter cable television revenues increased 9.6% over the first quarter of 1998 due an increase in the customer base and subscriber based rebates. The 1998 increase of 16.5% was due to rate increases and a 4.0% increase in the customer base.

SHENANDOAH TELECOMMUNICATIONS COMPANY SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The increase in the ShenTel Service revenues category for the first quarter of 1999 was 77.2% compared to 11.1% in 1998. This was due to increases in Internet service revenues. First quarter 1999 revenues from our Internet service operations were up $229,000 or 76.4% compared to the first quarter of 1998, and $118,000 or 64.9% during this period the previous year. These increases are due to the increasing customer base. In first quarter 1999, there was also a gain of $164,000 or 23.7% in equipment sales. The increase in Internet access revenues were partially offset by decreases in equipment sales, with a decrease of $70,000 or 50.2% compared to the first quarter of 1998. Financing lease revenues are chiefly for leases and rentals of customer premise equipment such as PBXs sold through Company subsidiaries. The Mobile revenues are mainly comprised of revenues from wireless communications services. First quarter 1999 local cellular revenues increased $108,000 or 10.9% compared to the same period in 1998. First quarter 1999 outcollect roamer revenues increased $161,000 or 16.7% compared to 1998 first quarter, due in part to network expansions and upgrades made in the second half of 1999. Total revenues from the Cellular operation accounted for 24.9% of total Company revenues in the first quarter, compared to 23.9% in the first quarter of 1998. First quarter 1999 Cost of Goods Sold increased $97,000 or 26.5% due principally to an increase in the number of units sold in the cellular operation and equipment sales in the ShenTel subsidiary. The expense category Network and Other consists primarily of network support, engineering and leased facilities costs. Of the 20.5% or $254,000 increase for the first quarter of 1999 over the first quarter of 1998, $101,000 is due from the PCS operation and $168,191 is due to increases from our cellular operation. Depreciation and Amortization, our largest expense category, was $276,000 or 21.6% higher in the first quarter of 1999 compared to 1998. This is due to the pace of plant acquisition. Plant in Service increased $15,645,000 or 20.8% at the end of the first quarter of 1999 compared to 1998. The Other Operating Expense category consists of royalty expense paid to programming providers for the Cable Television subsidiary. The increase in these expenses year-to-date compared with the first quarter of 1998 is due to an increase in channels offered.

SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) The Non-operating Income Less expenses category consists mainly of the income or loss from investments made by the Company. This category showed an increase of 11.1% in the first quarter compared to the same period in 1998, primarily due to partnership income from one of the telephone subsidiary's investments. Interest expense had increased $156,000 or 49.8% in the first quarter compared to the first quarter of 1998, due primarily to larger capitalized interest costs for plan under construction in the telephone subsidiary. The Company began drawing funds on the CoBank note (described below) in the third quarter of 1996. Draws on this note at March 31, 1999 equaled $18,280,000, an increase of $100,000 from March 31, 1998. LIQUIDITY AND CAPITAL RESOURCES On August 2, 1996, the Company signed a note with CoBank to borrow up to $25 million. The term of the loan is for up to 15 years, with multiple interest options. The Company began drawing these funds in the third quarter of 1996. A majority of these funds were used for the acquisition of the Shenandoah County CATV assets of FrontierVision in September of 1996, and to finance the building of the new network for the PCS operation. The Company anticipates making additional draws on this note in 1999 to fund, in part, the $9,100,000 of potential capital projects for the non-telephone subsidiaries. Under the present terms of the CoBank agreement, no further draws can be made after August 31, 1999. Management is currently in discussion with CoBank about modifying the agreement. The Company budgeted capital expenditures of approximately $8,600,000 for the Telephone subsidiary in 1999. These capital needs will be met through internally generated cash flows and the existing Rural Telephone Bank note. the loan agreement with the RTB allows for additional borrowings of approximately $3,000,000. Expenditures of these loan funds are limited to capital projects for the regulated local exchange carrier. IMPACT OF THE YEAR 2000 ISSUE The Year 2000 (Y2K) issue is the result of computer programs using a two-digit format, as opposed to four digits, to indicate the year. Some computer systems may be unable to interpret dates beyond the year 1999, which could cause a system failure or other computer errors, leading to disruptions in operations. Year 2000 readiness means the ability to (a) continue to operate without substantial interruption attributable to the inability of systems to correctly process, provide, store and receive date data in and around the Year 2000 and (b) to mitigate the risks.

SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS IMPACT OF THE YEAR 2000 ISSUE (Continued) associated with such system limitations to an acceptable level. The Company has developed a four-phase program for Y2K readiness. Phase I (Inventory and Assessment): In this Phase, an inventory was conducted of all hardware and software that might be at risk, including third-party businesses whose Y2K failures might significantly impact the Company, and an assessment was made on corrective direction. A Y2K Task Force, reporting to senior management, started work on this Phase in 1997. The Company determined that software provided by third parties was its most vulnerable link to the Y2K event. The at-risk software included switching, end user billing, carrier access billing, and financial accounting systems. The Company further identified that it had one mainframe and a local area network consisting of a server and approximately 75 individual microcomputers that may be vulnerable. Phase II (Strategy): In this Phase, the Company determined whether each at-risk system should be classified as "routine upgrade", "obsolete", or "non-critical." A "routine upgrade" involves the upgrade of hardware or software as part of the normal course of doing business. An "obsolete" designation involves total replacement in that the application no longer meets our business needs. A "non-critical" designation is for those applications that can be addressed through simple work-around solutions, manual updates, or other inexpensive measures. The majority of this classification work was completed mid-1998. Phase III (Installation and Testing): In this Phase, the selected approach to Y2K remediation is executed. The information that follows reflects the Company's current plans and estimates as of February 1999 and is subject to change. Routine upgrade classification: A performance enhancing upgrade of the mainframe computer, which also made the hardware and operating system Y2K compliant, was performed in the first quarter of 1998. The main telephone switches received new feature upgrades, incorporating Y2K compliance, in the fourth quarter of 1998. The latest releases of end user billing software, which are currently in testing and are expected to be in service in the second quarter of 1999, have been represented by the vendors to be Y2K compliant. The local area network, comprised of the hardware and software on the server and the microcomputers, is scheduled to be Y2K compliant by the end of the second quarter of 1999. Obsolete classification: Approximately 90% of the testing has been completed on new financial software and new carrier access billing software, with both systems scheduled to be placed in service in the second quarter of 1999. Non-critical classification: The measures identified to deal with these low priority systems are expected to be tested by the end of the second quarter of 1999, and implemented as necessary.

SHENANDOAH TELECOMMUNICATIONS COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS IMPACT OF THE YEAR 2000 ISSUE (Continued Phase IV (Monitoring and Contingency Planning): In this Phase, the implemented changes are monitored and backup plans designed where necessary. With the majority of the required hardware and software changes completed by mid-1999, the Company will be utilizing the changes in a production setting. This approach minimizes disruption to current operations and provides a basis for ongoing testing and monitoring. Contingency plans, if deemed necessary, will be developed in mid-1999. With this four-phase program, where the normal business practice of weighing replacement against adopting routine upgrades was followed, the Company believes that its non-routine expense in making its core operations Y2K compliant will be minimal. The Company has also reviewed other third party relationships that could affect its operation. Most relationships are with large interexchange carriers and suppliers who state that they are or will be Y2K compliant. This Annual Report to Stockholders contains forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to: changes in the interest rate environment; management's business strategy; national, regional, and local market conditions; and legislative and regulatory conditions. Readers should not place undue reliance on forward-looking statements which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances.

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 A. Exhibit 27 - Financial Data Schedule B. No reports on Form 8-K were filed for the period covered by this report.

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) May 17, 1999 /s/CHRISTOPHER E. FRENCH Christopher E. French President May 17, 1999 /s/LAURENCE F. PAXTON Laurence F. Paxton Vice President - Finance

5 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 6,722,110 7,962,985 4,344,451 16,084 3,091,142 14,723,576 96,193,996 30,513,595 94,215,429 5,517,379 29,117,446 0 0 4,734,377 45,904,698 94,215,429 282,059 9,158,882 462,114 6,562,942 0 0 468,561 2,097,536 784,639 1,312,897 0 0 0 1,312,897 .35 .35