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):  May 2, 2014
 

 
Shenandoah Telecommunications Company

 
(Exact name of registrant as specified in its charter)

 
Virginia
0-9881
54-1162807
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
500 Shentel Way
 
P.O. Box 459
Edinburg, VA
22824
(Address of principal executive offices)
(Zip Code)

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

Not applicable

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Regulation FD:  On May 2, 2014, Shenandoah Telecommunications Company held its first quarter 2014 earnings release conference call.  The materials attached hereto as Exhibit 99.1 were utilized during the conference call.  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.

(c) Exhibits

The following exhibit is furnished with this Current Report on Form 8-K.
 
First Quarter 2014 Earnings Release Conference Call Slides
 
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
 
(Registrant)
 
 
 
 
 
May 2, 2014
/s/ Adele M. Skolits
Adele M. Skolits
Vice President - Finance and
Chief Financial Officer
(Duly Authorized Officer)
 
 
2

 May 2, 2014   1Q 2014 Earnings Conference Call  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; andA complex and uncertain regulatory environment.A further list and description of these risks, uncertainties and other factors can be found in the Company’s SEC filings which 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 effects 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 businesses and for budget planning purposes. 
 

 *  Chris FrenchPresident and CEO 
 

 *  Q1’14 Highlights  Net Income Growth – Q1’14 v. Q1’13Increased 3.2% to $8.6 millionAdjusted OIBDA increased 7% to $31.7 millionRevenue Growth Revenue grew 6% over Q1’13 to $80.5 millionCustomer Growth 3/31/13 3/31/14 ChangeWireless 398,361 413,562 +15,201Cable (RGUs) 109,854 116,592 +6,738 
 

 *  Wireless Highlights  PCS Customers (000s)  Postpaid Growth Postpaid customers up 4.2% over last 12 monthsPrepaid GrowthPrepaid customers up 3.1% over last 12 monthsOperating Income IncreaseImprovement of $2.9 million, or 6.1% 
 

 *  Cable Highlights  Revenue GrowthOperating revenues grew 10.6% over Q1’13Q1’14 Adjusted OIBDA $3.8 million, up 27% from Q1’13116,592 RGUs at 3/31/2014, up 6.1% over Q1’13 
 

 *  Network Upgrades Helping to Drive Performance  Wireless customers benefiting from 4G LTE network$115 million project completed late 2013Cable customers benefiting from improved video, voice and high-speed data services Upgrades completed in 2013 “Net promoter score” up dramatically from 2011 
 

 *  Adele SkolitsVP of Finance and CFO 
 

 *  Profitability  Consolidated Results($ in thousands, except per share amounts)     3/31/13     3/31/14  Operating Income   $ 15,209      15,680              Net Income    $ 8,351      $ 8,616              Basic and Diluted Earnings Per Share   $ 0.35      $ 0.36    For the Quarter Ended:__  
 

 *  Profitability  Adjusted OIBDA ($ thousands) 
 

 *  Adjusted OIBDA by Segment ($ millions) 
 

 *  Wireless Segment – Change in Adjusted OIBDA Q1’14 vs. Q1’13 ($ millions) 
 

 *  Cable Segment – Change in Adjusted OIBDA Q1’14 vs. Q1’13 ($ millions) 
 

 *  Earle MacKenzieEVP and COO 
 

 *  Wireless Segment 
 

 *  Postpaid Customer Growth  PCS Postpaid Customers (000s) 
 

 *  Postpaid Customer Additions  Gross Additions - Postpaid  Net Additions - Postpaid  Net adds of 1,304 in Q1 2014 versus 1,065 in Q1 2013Q1 2014 churn of 1.73% down from 1.87% in Q1 2013Shentel-controlled channels produced 55% of gross adds in Q1 2014 and 45% in Q1 2013 
 

 *  Total Revenue per Customer Up; Data Usage Increasing  Gross Billed Revenue per Postpaid User – Data & Voice 1  1 – Before Service credits, bad debt, Sprint Nextel fees.  
 

 *  PCS Revenues  Annual Gross Billed Revenues - Postpaid ($ millions)  *  *Net service fee increased from 12% to 14% effective 8/1/2013 
 

 *  PCS Prepaid Statistics  Gross Additions (000s)  Cumulative Customers (000s)  *The loss of customers in Q2’13 related to more stringent governmental requirements for customers renewing their eligibility for the government subsidized Assurance program. 
 

 *  PCS Prepaid Statistics  Churn %  Average Gross Billed Revenue 
 

 *  Cable Segment 
 

 *  Cable - RGU Growth by Quarter  Customers  69,237  *68,322  69,216   69,538   70,670  RGU's/Customer   1.59   1.60    1.62   1.64   1.65  Prior periods revised to reflect transfer of Shenandoah County, VA video activities to WirelineCollege students disconnect during summer 
 

 *  Increasing Average Monthly Cable Revenue  Average Monthly Revenue per RGU  Average Monthly Revenue per Customer*  *Average monthly revenue per video subscriber was $107.00 and $122.59 for Q1 2013 and Q1 2014, respectively. 
 

 *  Key Operational Results – Cable 
 

 *  Wireline Segment 
 

 *  Key Operational Results - Wireline  Access line loss of 1.5% in past 12 monthsBroadband penetration in LEC area at 57.9%Total connections at 3/31/14 of 34.7 thousandOver 6,000 video subscribers at 3/31/14  Access lines (000s)  DSL Customers (000s) 
 

 *  Wireline Statistics – Fiber Sales ($ millions)  Fiber Lease Revenue  New External Fiber Lease Contracts*  * Amounts shown represent the total contract value. Contract Terms range from 36 to 120 months. Revenues may be booked either in the Wireline or Cable segment depending on which assets are used to provide the service. 
 

 *  Investing in the Future  Capex Spending ($ millions)  * Accounts payable at December 31, 2013 and 2012 included $7.6 million and $24.7 million associated with PCS Network Vision capital expenditures.  2014 Capex Spending:24% Maintenance24% Capacity30% Network Expansion22% Success-Based 
 

 *  Q&A 
 

 *  Appendix 
 

 *  Non-GAAP Financial Measure – Billed Revenue per Postpaid Subscriber 
 

 *  Postpaid PCS Customers Top Picks Q1 2014  Top Service Plans – 80% of Gross Adds  Top Devices – New Activations – All Channels  Unlimited, My Way  67%  Everything Data 1500  13%      iPhone  26%  Samsung Galaxy S4  21%  Samsung Galaxy S III  15%  Smartphones made up 77% of the Postpaid base in Q1 2014, up from 70% in Q2 2013 and 68% in Q1 2013.  *  * New Service Plan offered in Q3 2013 
 

 *  iPhone Statistics – Q1’14  26% of Q1 Gross Adds44% of iPhones were sold or upgraded in Shentel-controlled channels30.3% of 3/31/14 Postpaid customers had the iPhone, up from 28.9% at 12/31/13iPhone Base – 3/31/1458% iPhone 4 & 4S42% iPhone 5, 5C & 5S 
 

 *  Non-GAAP Financial Measure – Average Monthly Cable Revenue 
 

 *  Key Operational Results – Mobile Company  Mobile Tower Revenue ($ millions)  Towers and Leases