UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000-09881
CUSIP NUMBER
82312B106
(Check one): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2004
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: __________________________________
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PART I -- REGISTRANT INFORMATION
SHENANDOAH TELECOMMUNICATIONS COMPANY
Full Name of Registrant
500 Shentel Way,
Address of Principal Executive Office (Street and Number)
Edinburg, VA 22824
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reason described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense
|
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
|X| | N-CSR, or portion thereof, will be filed on or before the
| fifteenth calendar day following the prescribed due date; or
| the subject quarterly report or transition report on Form
| 10-Q, or portion thereof, will be filed on or before the fifth
| calendar day following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach extra Sheets if Needed)
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and rules of the
Securities and Exchange Commission thereunder, management of the Company has
engaged in an assessment of the Company's internal control over financial
reporting. In connection with management's assessment, the Company has recently
furnished certain documentation to the Company's independent registered public
accounting firm. Because the date on which the Company furnished such
documentation has not enabled the Company's independent registered public
accounting firm to complete its review and testing of such documentation and the
independent registered public accounting firm has requested additional
documentation, the Company's independent registered public accounting firm will
not be able to issue its audit report on the Company's consolidated financial
statements for the year ended December 31, 2004 by March 16, 2005. As a result,
the Company is unable to file its Annual Report on Form 10-K for the year ended
December 31, 2004 within the time period prescribed for such report without
unreasonable effort or expense. A statement from the Company's independent
registered public accounting firm with respect to these matters is furnished as
Exhibit 1 to this form.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Earle MacKenzie 540 984-4141
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed ? If answer is no, identify report(s). Yes |X| No |_|
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes |X| No |_|
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On February 23, 2005, the Company announced its financial results for
its fourth quarter and fiscal year ended December 31, 2004, a copy of the press
release was furnished as Exhibit 99.1 to the Current Report on Form 8-K filed on
February 24, 2005. The Company anticipates that the financial results for the
year and quarter ended December 31, 2004 will be as reflected in such press
release. As previously announced, for the year ended December 31, 2004, income
from continuing operations was
$10.2 million or $1.34 per diluted share, compared to $9.8 million or $1.28 per
diluted share in 2003. The Company's total revenues for 2004 were $121.0
million, compared to $105.6 million in 2003, an increase of $15.4 million or
14.5%. The Company's revenue growth was primarily driven by its PCS business.
Operating income for 2004 was $19.6 million, an increase of $1.0 million or 5.4%
from 2003. The increase is primarily a result of continued growth in PCS
operations offset by the adjustments recorded in the fourth quarter 2003.
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Shenandoah Telecommunications Company
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 16, 2005 By /s/ Earle Mackenzie
------------------------
Earle Mackenzie
Executive Vice President
Exhibit 1
[Letterhead of KPMG LLP]
Shenandoah Telecommunications Company
Edinburg, VA
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25, to be filed by Shenandoah Telecommunications Company on or
about March 17, 2005, which contains notification of the registrant's inability
to file its Form 10-K by March 16, 2005. We have read the Company's statements
contained in Part III therein and we agree with the stated reason as to why we
have been unable to complete our audit and report on the Company's consolidated
financial statements for the year ended December 31, 2004, to be included in its
Form 10-K.
Very truly yours,
/s/ KPMG, LLP