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): July 25, 2007
___________________
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 |
22824 |
(Address of principal executive offices) |
(Zip Code) |
Registrants 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)) |
1
Item 2.02 Results of Operations and Financial Condition.
On July 25, 2007, the Company issued a press release reporting results for the three months and six months ended June 30, 2007. A copy of the press release is included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
|
(c) |
Exhibits |
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)
|
July 26, 2007 |
/s/ Earle A MacKenzie |
Earle A. MacKenzie
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer)
2
NEWS RELEASE |
Exhibit 99.1 |
For further information, please contact Earle A. MacKenzie at 540-984-5192.
SHENANDOAH TELECOMMUNICATIONS COMPANY
REPORTS SECOND QUARTER 2007 FINANCIAL RESULTS
EDINBURG, VA, (July 25, 2007) Shenandoah Telecommunications Company (Shentel, NASDAQ: SHEN) announced financial results for the second quarter of 2007. Net income for the second quarter increased to $5.9 million, a 113.7% increase from $2.8 million for the same period in 2006. Year-to-date net income was $10.0 million, a 104.8% increase from $4.9 million for the same period in 2006, excluding the one-time, net of tax gain of $6.4 million the Telephone Company recorded in 2006 related to the liquidation of the Rural Telephone Bank. Fully diluted earnings per share for the second quarter of 2007 were $0.25 and year-to-date $0.43, compared to $0.12 and $0.49 for the same periods last year, respectively. Earnings per share for all periods reflect the previously announced three-for-one stock split with a record date of August 2, 2007.
Second Quarter Highlights
For the quarter ended June 30, 2007, net income was $5.9 million, compared to $2.8 million in the second quarter of 2006. The Companys total revenues for the second quarter of 2007 were $35.1 million, compared to $41.4 million for the same quarter in 2006. The decrease in the Companys revenue is a result of the change in presentation of PCS revenues and expenses to conform to the new terms of the Management Agreement signed with Sprint Nextel in March 2007 retroactive to January 1, 2007. Operating income for the quarter was $9.7 million, an increase of $5.0 million from the second quarter of 2006. The increase was a result of the outstanding performance of the Companys PCS operations.
PCS Operations
The Company continued to experience strong growth in wireless as a Sprint PCS Affiliate of Sprint Nextel, with second quarter net income of $4.8 million, a $2.6 million increase over the second quarter of 2006. Year-to-date net income was $9.1 million, compared to $3.5 million in 2006. PCS
revenue decreased by $6.0 million, to a total of $21.8 million, compared to the same period last year due to the change in presentation effective January 2007. PCS operating income was $8.0 million in the second quarter of 2007, compared to $4.1 million in the second quarter of 2006. Year-to-date operating income was $15.3 million, an increase of $8.7 million or 130.5% over 2006.
The Companys Sprint PCS retail wireless customer count at June 30, 2007 was 172,983. During the second quarter, net retail customers increased by 7,835, a 35.7% increase in net additions compared to the second quarter of 2006. Year-to-date, net retail customers have increased by 19,480, a 68.2% increase in net additions compared to the first six months of 2006. The Companys second quarter churn was 1.7% compared to 1.9% in the second quarter of 2006.
Telephone Operations
Second quarter net income for the local telephone operations was $2.4 million, an increase of $0.3 million or 9.1% from the same quarter last year. The operating income of the local telephone operations for the second quarter of 2007 was $3.7 million, an increase of $0.3 million from 2006. Telephone had 24,738 access lines at June 30, 2007, a decrease of 92 from December 31, 2006.
Converged Services
Revenue for the second quarter of 2007 was $2.5 million, a decrease of $0.1 million from the same quarter last year. The operating loss was $2.2 million for the second quarter of 2007, an improvement of 11.0% from the same period in 2006. At June 30, 2007, Converged Services had 19,204 Internet users, 8,735 video users and 4,169 voice users compared to 18,719, 7,374 and 8,797 users respectively, at June 30, 2006. The Company plans to bring eight new MDU complexes, with a total of 1,350 apartments, into service in the third quarter. The second quarter results for both years reflect the effects of fewer college customers during the summer months.
Other Operations
The Company ended the second quarter with 16,123 Dial-up and Broadband Internet customers, of which 7,222 access the service through Digital Subscriber Lines (DSL). This represents
a 34.4% increase in DSL customers, but an overall decrease of 762 Internet customers from June 30, 2006. Over 29% of the Companys access lines currently use the Companys DSL service. Dial-up customers, primarily outside of the Companys DSL footprint, continue to migrate to other high-speed alternatives.
Other Information
The Companys 2007 second quarter capital expenditures and commitments were $5.4 million and it had cash and cash equivalents at June 30, 2007 of $23.3 million. At June 30, 2007, the debt/equity ratio was 0.16; and debt as a percent of total assets was 11.1%. As previously announced, the Company will have a three- for-one stock split with a record date of August 2, 2007.
About Shenandoah Telecommunications
Shenandoah Telecommunications Company is a holding company that provides a broad range of telecommunications services through its operating subsidiaries. The Company is traded on the NASDAQ National Market under the symbol SHEN. The Companys operating subsidiaries provide local and long distance telephone, Internet and data services, cable television, wireless voice and data services, alarm monitoring, and telecommunications equipment, along with many other associated solutions in the Mid-Atlantic and Southeastern United States.
This release contains forward-looking statements that are subject to various risks and uncertainties. The Companys 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 managements 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, changes in regulation and other competitive factors.
SHENANDOAH TELECOMMUNICATIONS COMPANY
SUMMARY FINANCIAL INFORMATION (unaudited)
(In thousands, except per share amounts)
Condensed Consolidated Balance Sheets
June 30, 2007 |
December 31, 2006 | ||||||||||
Cash and cash equivalents | $ | 23,256 | $ | 13,440 | |||||||
Other current assets | 19,871 | 17,423 | |||||||||
Total securities and investments | 9,666 | 7,075 | |||||||||
Property, plant and equipment | 281,401 | 274,061 | |||||||||
Less accumulated depreciation | 131,470 | 118,417 | |||||||||
Net property, plant and equipment | 149,931 | 155,644 | |||||||||
Other assets, net | 13,938 | 14,138 | |||||||||
Total assets | $ | 216,662 | $ | 207,720 | |||||||
Current liabilities, exclusive of current | |||||||||||
maturities of long-term debt $4,177 and | |||||||||||
$4,109, respectively | $ | 17,503 | $ | 17,171 | |||||||
Long-term debt, including current maturities | 23,978 | 26,016 | |||||||||
Total other liabilities | 29,049 | 29,344 | |||||||||
Total shareholders equity | 146,132 | 135,189 | |||||||||
Total liabilities and shareholders equity | $ | 216,662 | $ | 207,720 | |||||||
SHENANDOAH
TELECOMMUNICATIONS COMPANY
SUMMARY FINANCIAL INFORMATION
(unaudited)
(In thousands, except per share
amounts)
Condensed Consolidated Statements of Income
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||
2007 |
2006 |
2007 |
2006 |
|||||||||||
Revenues | $ | 35,101 | $ | 41,426 | $ | 68,149 | $ | 81,266 | ||||||
Cost of goods and services | 11,068 | 17,563 | 22,470 | 34,447 | ||||||||||
Depreciation and amortization | 7,225 | 7,114 | 14,313 | 13,653 | ||||||||||
Selling, general and administrative | 7,070 | 11,977 | 14,544 | 24,204 | ||||||||||
Operating income | 9,738 | 4,772 | 16,822 | 8,922 | ||||||||||
Interest expense | 472 | 610 | 979 | 1,258 | ||||||||||
Other income | (751 | ) | (520 | ) | (1,067 | ) | (11,160 | ) | ||||||
Income tax provision | 4,070 | 1,899 | 6,892 | 7,421 | ||||||||||
Net income before change in accounting | 5,947 | 2,783 | 10,018 | 11,403 | ||||||||||
Cumulative effect of a change in accounting, | ||||||||||||||
net of income taxes | | | | (77 | ) | |||||||||
Net income | $ | 5,947 | $ | 2,783 | $ | 10,018 | $ | 11,326 | ||||||
Basic net income (loss) per share: | ||||||||||||||
Net income before cumulative effect of a | ||||||||||||||
change in accounting, net of taxes | $ | 0.25 | $ | 0.12 | $ | 0.43 | $ | 0.49 | ||||||
Cumulative effect of a change in accounting, | ||||||||||||||
net of income taxes | | | | | ||||||||||
Net income per share, basic | $ | 0.25 | $ | 0.12 | $ | 0.43 | $ | 0.49 | ||||||
Diluted net income (loss) per share: | ||||||||||||||
Net income before cumulative effect of | ||||||||||||||
change in accounting, net of taxes | $ | 0.25 | $ | 0.12 | $ | 0.43 | $ | 0.49 | ||||||
Cumulative effect of a change in accounting, | ||||||||||||||
net of income taxes | | | | | ||||||||||
Net Income per share, diluted | $ | 0.25 | $ | 0.12 | $ | 0.43 | $ | 0.49 | ||||||
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