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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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March 23, 2001
Date of Report (Date of earliest event reported)
Shenandoah Telecommunications Company
(Exact name of registrant as specified in its charter)
Virginia 0-9881 54-1162806
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
P.O. Box 459
Edinburg, VA 22824
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (540) 984-4141
Item 5 - Other Events and Regulation FD Disclosure
On March 15, 2001, Sprint PCS informed the Company that it had inaccurately
allocated certain PCS revenues between the parties (see Note 6 describing
affiliation with Sprint PCS). Sprint PCS identified the error while conducting a
routine revenue assurance review. The effect on the year 2000, compared to
previously released results, was to decrease revenue and operating income by
$2.8 million and net income by $1.7 million or $0.45 per share, diluted. On a
quarterly basis, the effect (unaudited) was a reduction in revenues and
operating income by $0.1 million, $0.7 million, $0.9 million, and $1.1 million;
and, a reduction in net income by $72 thousand ($0.02 per share), $450 thousand
($0.12 per share), $524 thousand ($0.15 per share) and $663 thousand ($0.16 per
share) for the first, second, third and fourth quarters, respectively. These
changes are reflected in the table below, which presents restated quarterly
financial information.
(in thousands, except per share data)
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
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2000 (Unaudited)
Revenues $13,279 $14,497 $15,882 $16,070
Operating Income 3,899 3,750 4,583 6,754
Net Income 2,028 5,860 1,932 36
Diluted Net Earnings Per Share 0.54 1.56 0.50 0.01
On March 23, 2001, the Company issued a press release disclosing the revised
revenue and earnings for 2000. A copy of which is attached as an exhibit.
Item 7 - Financial statements and exhibits
The exhibit listed in the Exhibit Index is filed herewith as part of this
Current Report on Form 8-K.
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
/s/ LAURENCE F PAXTON
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Date: March 23, 2001 Laurence F. Paxton
Vice President -Finance
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
16.1 Press Release Dated March 23, 2001
EXHIBIT 16.1
March 23, 2001
NEWS RELEASE
For further information, please contact Laurence F. Paxton at 540-984-5222.
SHENANDOAH TELECOMMUNICATIONS COMPANY
REVISES 2000 EARNINGS
Shenandoah Telecommunications Company (NASDAQ: SHET) announced today,
(Friday, March 23, 2001) revised consolidated net income of $9.9 million or
diluted earnings per share of $2.61 for 2000. The revision was necessitated when
the Company was informed by Sprint PCS in late March 2001 that Sprint had
inaccurately allocated certain revenues between the parties for the year 2000.
Shenandoah Telecommunications reviewed the available data associated with this
error and accordingly incorporated the estimated impact in the Company's audited
results for the year 2000.
With this revenue adjustment, the Company's results for 2000 still show
strong increases over 1999 results, driven principally by growth in its wireless
businesses. Consolidated net income for 2000 was $9.9 million, an increase of
$3.4 million or 53 percent over 1999. Revenues increased to $59.7 million, as
compared to $42.2 million in 1999, an increase of 41 percent. Diluted earnings
per share of $2.61 increased 64 percent, compared to $1.71 in 1999. The results
include a one-time, after-tax gain of $4.3 million on the sale of the Company's
partnership interest in the Virginia RSA 6 cellular operation, which occurred in
May 2000. The Company reports that net income from ongoing operations, which
excludes the Virginia RSA 6 transaction, as well as some external investment
results, increased to $6.3 million or 4 percent.
President and CEO, Christopher E. French, commented "We are pleased with
the financial results for 2000, particularly in light of the changes in our PCS
operation, which had to absorb many of the start-up costs of our Central
Pennsylvania build-out. Our Quad-State territory, which runs from Harrisonburg,
VA to Chambersburg, PA, achieved net additions of 13,476 for the year,
increasing our subscriber base to 23,232 at year-end. Shenandoah Personal
Communications turned up the first phase of its Central Pennsylvania network on
February 9, 2001, and is just beginning to advertise in the Harrisburg and
York-Hanover markets. In conjunction with Sprint PCS branding, we expect the
network expansion to have a very positive impact on customer growth."
The annual meeting of stockholders of Shenandoah Telecommunications
Company will be held on April 17, 2001 at the Edinburg Fire Hall. The Company
expects to mail its Proxy Statement and Annual Report to shareholders around
March 30, 2001.
Shenandoah Telecommunications Company is a holding company which provides
a broad range of telecommunications services through its nine operating
subsidiaries. The Company's stock is traded on the NASDAQ National Market, under
the symbol "SHET". The Company's operating subsidiaries provide local telephone,
cable, internet access, interstate fiber optic facilities, cellular and PCS
services, along with many other associated services, to the Quad State Region
from Harrisonburg, Virginia to Harrisburg and Altoona, Pennsylvania.
/S/ Laurence F. Paxton
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Laurence F. Paxton
Vice President - Finance
LFP:jt
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.