SEC Filing - Shenandoah Telecommunications Co

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SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2007

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from__________ to __________

Commission File No.: 000-09881

SHENANDOAH TELECOMMUNICATIONS COMPANY (Exact name of registrant as specified in its charter)

VIRGINIA		54-1162807
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	500 Shentel Way, Edinburg, Virginia		22824
	(Address of principal executive offices)		(Zip Code)

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



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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x	Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant’s common stock outstanding on October 31, 2007 was 23,404,470.

SHENANDOAH TELECOMMUNICATIONS COMPANY INDEX

			Page Numbers


PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Unaudited Condensed Consolidated Balance Sheets
		September 30, 2007 and December 31, 2006	3-4

	Unaudited Condensed Consolidated Statements of Income for the
		Three Months and Nine Months Ended September 30, 2007 and 2006	5

	Unaudited Condensed Consolidated Statements of
		Shareholders’ Equity and Comprehensive Income for the Nine Months Ended September 30, 2007 and the Year Ended December 31, 2006	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the
		Nine Months Ended September 30, 2007 and 2006	7-8

	Notes to Unaudited Condensed Consolidated
		Financial Statements	9-17

Item 2.	Management’s Discussion and Analysis of
		Financial Condition and Results of Operations	18-28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		28

Item 4.	Controls and Procedures		29

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings		30

Item 1A.	Risk Factors		30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30

Item 6.	Exhibits		31

	Signatures		32

	Exhibit Index		33

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

ASSETS	September 30, 2007		December 31, 2006


Current Assets
Cash and cash equivalents	$	23,202	$	13,440
Accounts receivable, net		12,964		11,611
Income taxes receivable		89		—
Materials and supplies		3,644		2,499
Prepaid expenses and other		2,219		2,016
Deferred income taxes		2,081		1,297

Total current assets		44,199		30,863


Investments, including $2.6 million at fair value at September 30, 2007		9,960		7,075


Property, Plant and Equipment
Plant in service		278,236		267,622
Plant under construction		11,975		6,439

		290,211		274,061
Less accumulated amortization and depreciation		138,535		118,417

Net property, plant and equipment		151,676		155,644


Other Assets
Intangible assets, net		2,448		2,799
Cost in excess of net assets of businesses acquired		9,852		9,852
Deferred charges and other assets, net		1,633		1,487

Net other assets		13,933		14,138

Total assets	$	219,768	$	207,720

See accompanying notes to unaudited condensed consolidated financial statements.

(Continued)

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

LIABILITIES AND SHAREHOLDERS’ EQUITY	September 30, 2007			December 31, 2006


Current Liabilities
Current maturities of long-term debt	$	4,212		$	4,109
Accounts payable		5,064			7,364
Advanced billings and customer deposits		5,555			4,975
Accrued compensation		2,416			1,974
Income taxes payable		—			23
Accrued liabilities and other		4,581			2,835

Total current liabilities		21,828			21,280


Long-term debt, less current maturities		18,735			21,907


Other Long-Term Liabilities
Deferred income taxes		20,406			22,515
Pension and other		4,641			4,303
Deferred lease payable		2,679			2,526

Total other liabilities		27,726			29,344


Commitments and Contingencies

Shareholders’ Equity

Common stock		12,452			11,322
Retained earnings		140,815			125,690
Accumulated other comprehensive loss, net of tax		(1,788	)		(1,823	)

Total shareholders’ equity		151,479			135,189


Total liabilities and shareholders’ equity	$	219,768		$	207,720

See accompanying notes to unaudited condensed consolidated financial statements.

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006


Operating revenues	$	35,422		$	42,594		$	103,571		$	123,820


Operating expenses:
Cost of goods and services, exclusive of depreciation and amortization shown separately below		12,129			18,253			34,599			52,691
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		7,620			11,801			22,164			36,012
Depreciation and amortization		7,544			6,613			21,856			20,266

Total operating expenses		27,293			36,667			78,619			108,969

Operating income		8,129			5,927			24,952			14,851


Other income (expense):
Interest expense, net		(453	)		(599	)		(1,432	)		(1,857	)
Gain (loss) on investments, net		250			(48	)		658			10,681
Non-operating income, net		483			227			1,142			659

Income before income taxes and cumulative effect of a change in accounting		8,409			5,507			25,320			24,334

Income tax expense		3,302			2,126			10,195			9,547

Net income before cumulative effect of a change in accounting		5,107			3,381			15,125			14,787

Cumulative effect of a change in accounting, net of income taxes		—			—			—			(77	)

Net income	$	5,107		$	3,381		$	15,125		$	14,710


Income per share:
Basic net income per share:
Net income before cumulative effect of a change in accounting	$	0.22		$	0.15		$	0.65		$	0.64
Cumulative effect of a change in accounting, net of income taxes		—			—			—			—

	$	0.22		$	0.15		$	0.65		$	0.64


Weighted average shares outstanding, basic		23,379			23,166			23,345			23,106


Diluted net income per share:
Net income before cumulative effect of a change in accounting	$	0.22		$	0.14		$	0.64		$	0.63
Cumulative effect of a change in accounting, net of income taxes		—			—			—			—

	$	0.22		$	0.14		$	0.64		$	0.63


Weighted average shares, diluted		23,501			23,334			23,474			23,292

See accompanying notes to unaudited condensed consolidated financial statements.

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)

		Common Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total

Balance, December 31, 2005	23,061	$	8,128		$	113,576		$	(104	)	$	121,600
Comprehensive income:
Net income	—		—			17,922			—			17,922
SERP additional minimum pension liability	—		—			—			104			104
Net unrealized loss from pension plans, net of tax	—		—			—			(1,823	)		(1,823	)

Total comprehensive income												16,203

Dividends declared ($0.25 per share)	—		—			(5,808	)		—			(5,808	)
Dividends reinvested in common stock	30		474			—			—			474
Common stock repurchased	—		(6	)		—			—			(6	)
Stock-based compensation	—		94			—			—			94
Conversion of liability classified awards to equity classified awards	—		1,037			—			—			1,037
Common stock issued through exercise of incentive stock options	193		1,368			—			—			1,368
Net excess tax benefit from stock options exercised	—		227			—			—			227


Balance, December 31, 2006	23,284	$	11,322		$	125,690		$	(1,823	)	$	135,189
Comprehensive income:
Net income	—		—			15,125			—			15,125
Reclassification adjustment for unrealized loss from pension plans included in net income, net of tax	—		—			—			35			35

Total comprehensive income												15,160

Stock-based compensation	—		109			—			—			109
Common stock issued, primarily through exercise of incentive stock options	107		872			—			—			872
Conversion of liability classified awards to equity classified awards	—		18			—			—			18
Net excess tax benefit from stock options exercised	—		131			—			—			131


Balance, September 30, 2007	23,391	$	12,452		$	140,815		$	(1,788	)	$	151,479

See accompanying notes to unaudited condensed consolidated financial statements.

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Nine Months Ended September 30,
	2007			2006


Cash Flows from Operating Activities
Net income	$	15,125		$	14,710
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of change in accounting principle, net of taxes		—			77
Depreciation		21,415			19,870
Amortization		441			395
Stock based compensation expense		173			469
Excess tax benefits on stock option exercises		(131	)		—
Deferred income taxes		(2,930	)		(1,054	)
Loss on disposal of assets		631			1,063
Unrealized gains on investments		(79	)		—
Net gain on disposal of investments		—			(10,542	)
Net gain from patronage and equity Investments		(662	)		(208	)
Other		(292	)		(55	)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable		(1,353	)		342
Materials and supplies		(1,145	)		(70	)
Increase (decrease) in:
Accounts payable		(2,300	)		(937	)
Deferred lease payable		154			231
Other prepaids, deferrals and accruals		2,610			915


Net cash provided by operating activities	$	31,658		$	25,206


Cash Flows From Investing Activities
Purchase and construction of plant and equipment, net of retirements	$	(18,076	)	$	(16,165	)
Purchase of investment securities		(2,619	)		(300	)
Proceeds from investment activities		475			11,464
Proceeds from sale of equipment		390			323


Net cash used in investing activities	$	(19,830	)	$	(4,678	)

(Continued)

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Nine Months Ended September 30,
	2007			2006


Cash Flows From Financing Activities
Principal payments on long-term debt	$	(3,069	)	$	(7,717	)
Net payments on lines of credit		—			(1,178	)
Excess tax benefits on stock option exercises		131			—
Proceeds from stock issuances		6			—
Proceeds from exercise of incentive stock options		866			868


Net cash used in financing activities	$	(2,066	)	$	(8,027	)


Net increase in cash and cash equivalents	$	9,762		$	12,501

Cash and cash equivalents:
Beginning		13,440			2,572

Ending	$	23,202		$	15,073

Supplemental Disclosures of Cash Flow Information Cash payments for:

Interest	$	1,417		$	1,877


Income taxes	$	13,466		$	9,278

See accompanying notes to unaudited condensed consolidated financial statements.

SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The interim condensed consolidated financial statements of Shenandoah Telecommunications Company and Subsidiaries (collectively, the “Company”) are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the interim results have been reflected therein. All such adjustments were of a normal and recurring nature. These statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. The balance sheet information at December 31, 2006 was derived from the audited December 31, 2006 consolidated balance sheet.

2. Operating revenues and income from operations for any interim period are not necessarily indicative of results that may be expected for the entire year.

3. In 1999, the Company executed a Management Agreement (the “Agreement”) with Sprint Nextel whereby the Company committed to construct and operate a PCS network using CDMA air interface technology. Under the Agreement, the Company is the exclusive Sprint PCS Affiliate of Sprint Nextel providing wireless mobility communications network products and services on the 1900 MHz band in its territory which extends from Altoona, York and Harrisburg, Pennsylvania, and south along the Interstate 81 corridor through Western Maryland, the panhandle of West Virginia, to Harrisonburg, Virginia. The Company is authorized to use Sprint brands in its territory, and operate its network under the Sprint Nextel radio spectrum license. As an exclusive Sprint PCS Affiliate of Sprint Nextel, the Company has the exclusive right to build, own and maintain its portion of Sprint Nextel’s nationwide PCS network, in the aforementioned areas, to Sprint Nextel’s specifications. The initial term of the Agreement is for 20 years and is automatically renewable for three 10-year options, unless terminated by either party under provisions outlined in the Agreement.

On March 13, 2007, the Company’s PCS Subsidiary and Sprint Nextel entered into a series of agreements, the effects of which were to:

•	Amend, as of January 1, 2007, the Agreements to simplify the methods used to settle revenue and expenses between the Company and Sprint Nextel;

•	Transfer 13 Sprint Nextel operated Nextel store locations within the Company’s PCS service area to the Company’s PCS Subsidiary. The transfer of stores was effected during May 2007. The Company sells Sprint Nextel iDEN (Integrated Digital Enhanced Network) phones and provides local customer service support for Sprint Nextel iDEN customers in the Company’s service area;

•	Provide the Company and Sprint Nextel with the right under certain circumstances and subject to agreement on appropriate terms to participate in future Sprint Nextel wireless service offerings within the Company’s PCS service area; and

•	Settle all outstanding claims arising out of the merger of Sprint Corporation and Nextel Communications, Inc. and the subsequent acquisition by Sprint Nextel of Nextel Partners, Inc.

As a result of the amendments to the Agreements with Sprint Nextel (the 2007 Amendment), the basis upon which the Company and Sprint Nextel settle revenue and expenses, including travel and roaming, and upon which the Company compensates Sprint Nextel for support services, such as customer service, billing, collections, long distance, national network operations support, inventory logistics support, national distribution and product development, has been simplified. As a result of the 2007 Amendment, the Company and Sprint Nextel will no longer settle such amounts; nor will the Company pay Sprint Nextel a fee per subscriber or a fee for each new subscriber added.

In lieu of such fees and the settling of revenues and expenses for use on each other’s networks, Sprint Nextel will retain a net service fee equal to 8.8% of billed revenue (net of customer credits, account write-offs and other billing adjustments). This 8.8% net service fee is in addition to the 8% of billed revenue (net of customer credits, account write-offs and other billing adjustments) retained by Sprint Nextel as a management fee under the prior Agreement. The net service fee is designed to approximate the current settlements adjusted to reflect new pricing for travel and CCPU and CPGA services (i.e., customer costs, service bureau, customer activation and billing). The net service fee is also net of the cost to provide local customer service support to Sprint Nextel iDEN customers in the Company’s local PCS service area.

The 8.8% rate for the net service fee can only be changed under certain circumstances. Until September 30, 2010, the net service fee can only be changed if changes in travel patterns and wholesale usage, or the amounts necessary for Sprint Nextel to recover costs for providing services to the Company, results in the net service fee (calculated using the

same methods employed in setting the original rate) moving by more than two full percentage points higher to 10.8% or more, or lower to 6.8% or less. After September 30, 2010, on an annual basis either party can request a change only if such change results in the net service fee moving by more than one full percentage point higher or lower than the net service fee then in effect. The net service fee is capped at 12.0%, unless the Company’s use of services under the Services Agreement is disproportionately greater than the use of the services in similar Sprint PCS markets, in which case the parties will negotiate an alternative arrangement.

As a result of these changes, the presentation of the PCS subsidiary’s results of operations for 2007 has changed significantly from the 2006 presentation. Based upon a review of the guidance provided in EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, the Company is reporting service revenues net of both the 8% management fee and the 8.8% net service fee. Revenues for 2007 are being reduced compared to 2006 by both the amount of the 8.8% net service fee, as well as by the absence of travel, roaming and wholesale revenues. Operating expenses have also decreased due to the absence of travel and roaming expenses, as well as the absence of fees for CCPU and CPGA services, long distance charges and commissions paid to regional and third party distributors. Uncollected customer balances, previously reported as bad debt expense, are netted against gross billings in the 2007 presentation.

4. Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standard No. 123, “Share-Based Payment (Revised 2004)” (“SFAS 123(R)”) using the modified prospective application transition method, which establishes accounting for stock-based awards exchanged for employee services. Accordingly, for equity classified awards, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the requisite service period. For those tandem awards of stock options and stock appreciation rights (“SARs”) which are liability classified awards, fair value is calculated at the grant date and each subsequent reporting date during both the requisite service period and each subsequent period until settlement.

The impact of initially applying SFAS 123(R) was recognized as of the effective date using the modified prospective method. Under the modified prospective method the Company recognized stock-based compensation expense from January 1, 2006, as if the fair value based accounting method had been used to account for all outstanding unvested employee awards granted in prior years. The cumulative effect of initially adopting SFAS 123R was $77 thousand, net of taxes.

During the third quarter of 2007, the Company granted share unit awards to all members of the Board of Directors and all employees with more than 1 year of continuous service. Share units granted totaled 68,130 shares. Cliff vesting after 4 years (for employees at the manager level or below) or 5 years (for non-employee directors and employees above manager level) is based on continued service through the vesting date, and the achievement of a stock price target, determined by the average closing stock price during the 30 days immediately prior to the vesting date. The Company also granted 60,000 stock options during the third quarter of 2007 to two officers. No other share or option grants were made during 2006 or 2007.

5. Basic net income per share was computed on the weighted average number of shares outstanding. Diluted net income per share was computed under the treasury stock method, assuming the conversion as of the beginning of the period, for all dilutive stock options. There were no adjustments to net income.

In June 2007, the Company’s Board of Directors approved a three for one stock split with a record date of August 2, 2007. All share amounts have been increased by a factor of three, and all per share amounts have been reduced by a factor of three, for all prior periods presented in this report.

6. SFAS Statement No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers. The Company has six reportable segments, which the Company operates and manages as strategic business units organized geographically and by lines of business: (1) PCS, (2) Telephone, (3) Converged Services, (4) Mobile, (5) Holding and (6) Other.

The PCS segment, as a Sprint PCS Affiliate of Sprint Nextel, provides digital wireless service to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia.

The Telephone segment provides both regulated and unregulated telephone services and leases fiber optic facilities primarily in Shenandoah County and throughout the northern Shenandoah Valley of Virginia.

The Converged Services segment provides local and long distance voice, video and internet services on an exclusive and non-exclusive basis to residential and off-campus college student MDU communities throughout the southeastern United States including Virginia, North Carolina, Maryland, South Carolina, Georgia, Florida, Tennessee and Mississippi.

The Mobile segment provides tower rental space to affiliates and non-affiliates in the Company’s PCS service area and paging services throughout the northern Shenandoah Valley.

Selected financial data for each segment is as follows:

	Three Months Ended September 30, 2007

(In thousands)

	PCS			Telephone			Converged Services			Mobile			Holding			Other			Eliminations			Consolidated Totals

External Revenues
Service revenues	$	19,966		$	1,569		$	2,411		$	—		$	—		$	2,842		$	—		$	26,788
Access charges		—			2,841			—			—			—			—			—			2,841
Travel/roaming revenue		—			—			—			—			—			—			—			—
Facilities and tower lease		—			875			—			957			—			508			—			2,340
Equipment		1,238			8			305			—			—			74			—			1,625
Other		549			793			168			51			—			267			—			1,828

Total external revenues		21,753			6,086			2,884			1,008			—			3,691			—			35,422
Internal Revenues		—			1,724			—			595			—			953			(3,272	)		—

Total operating revenues		21,753			7,810			2,884			1,603			—			4,644			(3,272	)		35,422


Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		7,329			1,797			2,379			453			2			2,993			(2,824	)		12,129
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		3,777			1,232			1,206			186			533			1,134			(448	)		7,620
Depreciation and amortization		3,771			1,537			1,466			233			23			514			—			7,544

Total operating expenses		14,877			4,566			5,051			872			558			4,641			(3,272	)		27,293

Operating income (loss)		6,876			3,244			(2,167	)		731			(558	)		3			—			8,129

Non-operating income (expense)		172			234			—			—			908			8			(589	)		733
Interest expense		—			(1	)		(285	)		(89	)		(505	)		(162	)		589			(453	)
Income taxes		(2,914	)		(1,316	)		971			(256	)		128			85			—			(3,302	)

Net income (loss)	$	4,134		$	2,161		$	(1,481	)	$	386		$	(27	)	$	(66	)	$	—		$	5,107

	Three Months Ended September 30, 2006

(In thousands)

	PCS			Telephone			Converged Services			Mobile			Holding			Other			Eliminations			Consolidated Totals

External Revenues
Service revenues	$	18,803		$	1,601		$	2,230		$	—		$	—		$	2,828		$	—		$	25,462
Access charges		33			2,804			—			—			—			—			—			2,837
Travel/roaming revenue		9,074			—			—			—			—			—			—			9,074
Facilities and tower lease		—			907			—			839			—			458			—			2,204
Equipment		1,114			8			—			—			—			111			—			1,233
Other		483			772			184			81			—			264			—			1,784

Total external revenues		29,507			6,092			2,414			920			—			3,661			—			42,594
Internal Revenues		—			1,462			—			420			—			641			(2,523	)		—

Total operating revenues		29,507			7,554			2,414			1,340			—			4,302			(2,523	)		42,594


Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		13,580			1,712			1,970			410			2			2,753			(2,174	)		18,253
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		7,822			1,149			1,272			195			589			1,123			(349	)		11,801
Depreciation and amortization		3,581			1,163			1,113			216			17			523			—			6,613

Total operating expenses		24,983			4,024			4,355			821			608			4,399			(2,523	)		36,667

Operating income (loss)		4,524			3,530			(1,941	)		519			(608	)		(97	)		—			5,927

Non-operating income (expense)		52			176			(9	)		—			845			11			(896	)		179
Interest expense		(221	)		(63	)		(326	)		(141	)		(565	)		(179	)		896			(599	)
Income taxes		(1,785	)		(1,378	)		483			(143	)		580			117			—			(2,126	)

Net income (loss)	$	2,570		$	2,265		$	(1,793	)	$	235		$	252		$	(148	)	$	—		$	3,381

	Nine Months Ended September 30, 2007

(In thousands)

	PCS			Telephone			Converged Services			Mobile			Holding			Other			Eliminations			Consolidated Totals

External Revenues
Service revenues	$	58,207		$	4,712		$	7,325		$	—		$	—		$	8,529		$	—		$	78,773
Access charges		—			8,412			—			—			—			—			—			8,412
Travel/roaming revenue		45			—			—			—			—			—			—			45
Facilities and tower lease		—			2,640			—			2,738			—			1,484			—			6,862
Equipment		3,436			20			316			—			—			214			—			3,986
Other		1,597			2,433			472			191			—			800			—			5,493

Total external revenues		63,285			18,217			8,113			2,929			—			11,027			—			103,571
Internal Revenues		—			4,948			—			1,621			—			2,721			(9,290	)		—

Total operating revenues		63,285			23,165			8,113			4,550			—			13,748			(9,290	)		103,571


Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		20,112			5,600			6,229			1,355			8			9,305			(8,010	)		34,599
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		9,829			4,544			3,398			564			1,758			3,351			(1,280	)		22,164
Depreciation and amortization		11,175			3,901			4,493			697			51			1,539			—			21,856

Total operating expenses		41,116			14,045			14,120			2,616			1,817			14,195			(9,290	)		78,619

Operating income (loss)		22,169			9,120			(6,007	)		1,934			(1,817	)		(447	)		—			24,952

Non-operating income (expense)		472			584			—			—			2,990			19			(2,265	)		1,800
Interest expense		(221	)		(2	)		(803	)		(303	)		(1,916	)		(452	)		2,265			(1,432	)
Income taxes		(9,159	)		(3,675	)		2,650			(671	)		336			324			—			(10,195	)

Net income (loss)	$	13,261		$	6,027		$	(4,160	)	$	960		$	(407	)	$	(556	)	$	—		$	15,125

	Nine Months Ended September 30, 2006

(In thousands)

	PCS			Telephone			Converged Services			Mobile			Holding			Other			Eliminations			Consolidated Totals

External Revenues
Service revenues	$	54,928		$	4,875		$	7,437		$	—		$	—		$	8,427		$	—		$	75,667
Access charges		101			8,508			—			—			—			—			—			8,609
Travel/roaming revenue		24,188			—			—			—			—			—			—			24,188
Facilities and tower lease		—			2,887			—			2,571			—			1,432			—			6,890
Equipment		3,149			22			—			—			—			422			—			3,593
Other		1,149			2,306			425			149			—			844			—			4,873

Total external revenues		83,515			18,598			7,862			2,720			—			11,125			—			123,820
Internal Revenues		—			4,243			—			1,228			—			1,933			(7,404	)		—

Total operating revenues		83,515			22,841			7,862			3,948			—			13,058			(7,404	)		123,820


Operating expenses
Costs of goods and services, exclusive of depreciation and amortization shown separately below		38,306			5,323			6,209			1,212			6			8,097			(6,462	)		52,691
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		23,416			3,566			3,880			522			1,755			3,815			(942	)		36,012
Depreciation and amortization		10,634			3,588			3,761			622			52			1,609			—			20,266

Total operating expenses		72,356			12,477			13,850			2,356			1,813			13,521			(7,404	)		108,969

Operating income (loss)		11,159			10,364			(5,988	)		1,592			(1,813	)		(463	)		—			14,851

Non-operating income (expense)		187			10,996			6			11			2,905			29			(2,794	)		11,340
Interest expense		(1,107	)		(191	)		(811	)		(301	)		(1,782	)		(459	)		2,794			(1,857	)
Income taxes		(4,204	)		(8,067	)		2,196			(513	)		700			341			—			(9,547	)

Net income before cumulative effect		6,035			13,102			(4,597	)		789			10			(552	)		—			14,787
Cumulative effect of change in accounting, net of tax		(11	)		(27	)		(21	)		(1	)		(2	)		(15	)		—			(77	)

Net income (loss)	$	6,024		$	13,075		$	(4,618	)	$	788		$	8		$	(567	)	$	—		$	14,710

The Company’s assets by segment are as follows:

In thousands (unaudited)

	September 30, 2007			December 31, 2006			September 30, 2006


PCS	$	75,947		$	78,637		$	73,288
Telephone		57,606			62,619			62,888
Converged Services		27,203			25,226			24,235
Mobile		14,777			15,758			15,422
Holding		150,372			147,020			132,432
Other		21,047			21,213			22,489

Combined totals		346,952			350,473			330,754
Inter-segment eliminations		(127,184	)		(142,753	)		(120,058	)

Consolidated totals	$	219,768		$	207,720		$	210,696

7. In November 2006, the Company announced its intention to offer early retirement benefits to certain employees; to freeze its defined benefit plans as of January 31, 2007; and subsequently to settle such benefits and terminate the plans. Seven employees accepted the early retirement offer during 2006, and the Company reflected the effects of freezing the plans and the costs of the early retirement offer for those seven employees during 2006. In January 2007, an additional 25 employees accepted the early retirement offer, and through March 31, 2007, twelve employees reached their early retirement dates. The remaining 20 early retirees retired at various dates through April 30, 2007. The defined benefit pension plan disbursed approximately $5 million in lump sum distributions to early retirees in the first half of 2007, as shown in the table below. During the three months ended March 31, 2007, the Company recorded pension costs of $1.4 million (included in special termination benefits in the tables below), $0.4 million in other costs associated with the early retirements, and approximately $0.2 million in costs for the reduction in force. The Company recorded an additional $0.1 million of other costs in the second quarter of 2007. In May 2007, the Company’s board of directors approved a cost of living adjustment to increase the monthly benefits paid to retirees with retirement dates prior to 2007. The Company recorded a charge of $0.3 million in the second quarter of 2007 relating to this change. The Company expects to contribute approximately $2.7 million to the pension plan in order to complete the distribution of the defined benefit pension plan’s assets. The Company will recognize the $1.7 million of unrecognized net loss reflected in the defined benefit plan table below as an expense at the time of the settlement of the defined benefit plan. The Company is waiting for approval from the IRS to finalize the settlement process. The Company expects the settlement to be completed, and the expense recorded, in late 2007 or early 2008.

In March 2007, the Company’s board of directors amended the Executive Supplemental Retirement Plan (SERP) to change it from a defined benefit type plan to a defined contribution type plan. The effect of amending the existing plan, rather than replacing it with a new plan, means that the SERP plan will not be settled (as that term is defined in FAS 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits) during 2007, and thus the $1.3 million unrecognized actuarial loss reflected at December 31, 2006 will not be recognized as pension expense in 2007 as indicated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, but will be amortized to expense over the remaining expected services lives of the participants in the plan.

In June 2007, the Company established a “rabbi trust” to hold invested funds related to participant balances under the SERP. The Company transferred approximately $2.5 million (representing the accumulated balances of active participants) into the trust, and the contributed funds were invested per the participants’ elections.

The following table presents the defined benefit plan’s funded status and amounts recognized in the Company’s consolidated financial statements.

In thousands (unaudited)	As of, or for the nine months ended, September 30, 2007			As of, or for the twelve months ended, December 31, 2006


Change in benefit obligation:
Benefit obligation, beginning	$	14,139		$	16,422
Service cost		—			953
Change in plan provisions		280			—
Interest cost		453			876
Actuarial loss		—			1,704
Benefits paid		(5,218	)		(312	)
Special termination benefits		1,313			369
Curtailment		—			(5,873	)

Benefit obligation, ending	$	10,967		$	14,139

Change in plan assets:
Fair value of plan assets, beginning	$	13,762		$	12,655
Actual return on plan assets		619			419
Benefits paid		(5,218	)		(312	)
Contributions made		—			1,000

Fair value of plan assets, ending	$	9,163		$	13,762


Funded status	$	(1,804	)	$	(377	)
Unrecognized net loss		1,692			1,701

Prepaid (accrued) benefit cost	$	(112	)	$	1,324


Amounts recognized in the consolidated balance sheets:
Accrued liabilities and other	$	(1,804	)	$	(377	)
Accumulated other comprehensive income		1,692			1,701

Net amount recognized	$	(112	)	$	1,324

The following table presents the actuarial information and amounts recognized in the Company’s consolidated financial statements for the SERP.

In thousands (unaudited)	As of, or for the nine months ended, September 30, 2007			As of, or for the twelve months ended, December 31, 2006

Change in benefit obligation:
Benefit obligation, beginning	$	2,642		$	1,955
Service cost		61			189
Interest cost		88			110
Actuarial loss		—			425
Special termination benefits		94			—
Curtailment		—			(37	)

Benefit obligation, ending	$	2,885		$	2,642


Funded status	$	(2,885	)	$	(2,642	)
Unrecognized net loss		1,216			1,279

Accrued benefit cost	$	(1,669	)	$	(1,363	)


Amounts recognized in the consolidated balance sheets:
Pension and other	$	(2,885	)	$	(2,642	)
Accumulated other comprehensive income		1,216			1,279

Net amount recognized	$	(1,669	)	$	(1,363	)

The following tables present pension costs by plan and for the periods presented.

	Defined Benefit Plan						SERP

	Three Months Ended September 30,

In thousands (unaudited)	2007			2006			2007		2006


Net periodic benefit cost recognized:
Service cost	$	—		$	260		$	27	$	51
Change in plan provisions		—			—			—		—
Interest cost		136			224			88		27
Expected return		(211	)		(234	)		—		—
Amortization of unrecognized loss		3			30			21		12
Amortization of unrecognized prior service cost		—			—			—		9
Amortization of net transition asset		—			11			—		—
Special termination benefits		—			—			—		—

Total	$	(72	)	$	291		$	136	$	99

	Defined Benefit Plan						SERP

	Nine Months Ended September 30,

In thousands (unaudited)	2007			2006			2007		2006


Net periodic benefit cost recognized:
Service cost	$	—		$	780		$	61	$	153
Prior service cost		280			—			—		—
Interest cost		453			672			88		81
Expected return		(619	)		(702	)		—		—
Amortization of unrecognized loss		9			90			63		36
Amortization of unrecognized prior service cost		—			—			—		27
Amortization of net transition asset		—			33			—		—
Special termination benefits		1,313			—			94		—

Total	$	1,436		$	873		$	306	$	297

8. Effective January 1, 2007, the Company adopted the provisions of FAS Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109, (“FIN 48”). The Company has identified no material tax positions with uncertainty as of September 30, 2007. For federal tax purposes, 2004 and future years are subject to audit, and the Company is subject to state tax audits going back to 2003 in the major jurisdictions of Pennsylvania, Maryland and Virginia.

9. On August 4, 2005, the board of directors of the Rural Telephone Bank (the “RTB”) adopted a number of resolutions for the purpose of dissolving the RTB as of October 1, 2005. The Company held 10,821,770 shares of Class B and Class C RTB Common Stock ($1.00 par value) which was reflected on the Company’s balance sheet at December 31, 2005, at $796,000 under the cost method. During the first quarter of 2006, the Company recognized a gain of approximately $6.4 million, net of tax, related to the dissolution of the RTB and the redemption of the stock. In April 2006, the Company received $11.3 million in proceeds from the RTB. During the third quarter of 2007, the Company received a notice from the RTB indicating that the Company would be receiving a final dividend payout of $121,000 from the dissolution of the RTB. The accrued dividend was included in non-operating income.

10. The Company elected to early adopt FAS 157, Fair Value Measurements, and FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities, as of January 1, 2007. This decision was made to permit the adoption of FAS 159 and apply its provisions to certain assets the Company expected to acquire. Such assets are expected to consist of investment funds, such as stock and bond mutual funds, that the Company intends to use as a funding vehicle related to the Company’s SERP (see Note 7 above). The Company intends to purchase assets to mirror the investment choices made by SERP participants. The gains and losses recognized by these investments will also determine the interest component of changes in the liabilities under the SERP. Accounting for these investments at fair value under FAS 159 will allow the Company to recognize the investment gains to offset the interest component of pension expense under the SERP. The following table presents information relating to gains and losses associated with these investments.

(in thousands)							Changes in Fair Values for Both the Three Months and Nine Months Ended September 30, 2007, for Items Measured at Fair Value Pursuant to Election of the Fair Value Option



Description	Total Carrying Amount in Consolidated Balance Sheet 9/30/07		Investments Measured at Fair Value 9/30/07		Fair Value Measurements at 9/30/07, Using Quoted Market Prices in Active Markets for Identical Assets		Investment Gains		Dividend Income		Interest Income		Total Changes in Fair Values Included in Current Period Earnings


Investments at fair value	$	2,589	$	2,589	$	2,589	$	79	$	8	$	1	$	88

11. In October, 2007, the Company’s Board of Directors declared a cash dividend of $0.27 per share, to be paid November 30, 2007, to shareholders of record as of November 14, 2007. The Company expects to pay approximately $6.3 million.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions as they relate to Shenandoah Telecommunications Company or its management are intended to identify these forward-looking statements. All statements regarding Shenandoah Telecommunications Company’s expected future financial position and operating results, business strategy, financing plans, forecasted trends relating to the markets in which Shenandoah Telecommunications Company operates and similar matters are forward-looking statements. We cannot assure you that the Company’s expectations expressed or implied in these forward-looking statements will turn out to be correct. The Company’s actual results could be materially different from its expectations because of various factors, including those discussed below and under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006. The following management’s discussion and analysis should be read in conjunction with the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006, including the financial statements and related notes included therein.

General

Overview. Shenandoah Telecommunications Company is a diversified telecommunications company providing both regulated and unregulated telecommunications services through its wholly owned subsidiaries. These subsidiaries provide local exchange telephone services and wireless personal communications services (as a Sprint PCS affiliate of Sprint Nextel), as well as cable television, video, Internet and data services, long distance, sale of telecommunications equipment, fiber optics facilities, paging and leased tower facilities. The Company has the following six reporting segments, which it operates and manages as strategic business units organized geographically and by lines of business:

	•	wireless personal communications services, or PCS, as a Sprint PCS Affiliate of Sprint Nextel, through Shenandoah Personal Communications Company;

	•	telephone, which involves the provision of regulated and non-regulated telephone services, through Shenandoah Telephone Company;

	•	converged services, which involves the provision of data, video, voice and long-distance services, through Shentel Converged Services, Inc.;

	•	mobile, which involves the provision of tower leasing and paging services, through Shenandoah Mobile Company;

	•	holding, which involves the provision of investments and management services to its subsidiaries, through Shenandoah Telecommunications Company; and

	•	other, which involves the provision of Internet, cable television, network facility leasing, long-distance, CLEC, and wireless broadband services, through ShenTel Service Company, Shenandoah Cable Television Company, Shenandoah Network Company, Shenandoah Long Distance Company, ShenTel Communications Company, Converged Services of West Virginia and Shentel Wireless Company. Shentel Wireless Company ceased operations during the fourth quarter of 2006.

Additional Information About the Company’s Business

The following table shows selected operating statistics of the Company for the most recent five quarters.

	Sept. 30, 2007		June 30, 2007		Mar. 31, 2007		Dec. 31, 2006		Sept. 30, 2006

Telephone Access Lines	24,712		24,738		24,794		24,830		24,849
Cable Television Subscribers	8,330		8,359		8,420		8,440		8,478
Dial-up Internet Subscribers	8,342		8,895		9,423		9,869		10,714
DSL Subscribers	7,604		7,222		6,999		6,599		5,967
Retail PCS Subscribers	178,077		172,983		165,148		153,503		141,594
Long Distance Subscribers	10,642		10,613		10,541		10,499		10,523
Fiber Route Miles	638		632		630		625		620
Total Fiber Miles	34,570		34,335		34,083		33,764		33,612
Long Distance Calls (000) ⁽¹⁾	7,845		7,952		7,502		7,235		7,045
Total Switched Access Minutes (000)	90,002		86,035		83,664		80,587		77,848
Originating Switched Access Minutes (000)	25,837		24,819		24,952		23,995		23,421
Employees (full time equivalents) ⁽²⁾	401		400		358		376		380
CDMA Base Stations (sites)	334		334		334		332		331
Towers (100 foot and over)	101		101		101		100		99
Towers (under 100 foot)	14		14		14		13		13
PCS Market POPS (000) ⁽³⁾	2,297		2,291		2,281		2,268		2,268
PCS Covered POPS (000) ⁽³⁾	1,779		1,775		1,766		1,752		1,750
PCS Average Monthly Retail Churn % ⁽⁴⁾	2.3	%	1.7	%	1.8	%	1.9	%	1.9	%
Converged Services Properties Served ⁽⁵⁾	109		109		105		102		108
Converged Services Video Service Users ⁽⁶⁾	10,969		8,735		9,524		8,989		8,539
Converged Services Telephone Service Users ⁽⁶⁾	3,775		4,169		4,466		4,492		5,741
Converged Services Network/Internet Users ⁽⁶⁾	25,542		19,204		22,350		21,943		22,881


(1) –	Originated by customers of the Company’s Telephone subsidiary.

(2) –	The March 31, 2007, number reflects early retirements, attrition and terminations during the quarter. An additional 20 early retirements occurred in April 2007. During May 2007, the Company acquired 13 retail locations, and added additional employees to fully staff and support these additional locations.

(3) –	POPS refers to the estimated population of a given geographic area and is based on information purchased by Sprint Nextel from Geographic Information Services. Market POPS are those within a market area which the Company is authorized to serve under its Sprint PCS affiliate agreements, and Covered POPS are those covered by the network’s service area.

(4) –	PCS Average Monthly Churn is the average of the three monthly subscriber turnover, or churn calculations for the period.

(5) –	Indicates MDU complexes where Converged Services provides service under the NTC and Shentel brands.

(6) –	The variation in users between quarters largely reflects the impact of the cycles of the academic year.

Significant Transactions

On March 13, 2007, the Company’s PCS Subsidiary and Sprint Nextel entered into a series of agreements, the effects of which were to:

•	Amend, as of January 1, 2007, the Agreements to simplify the methods used to settle revenue and expenses between the Company and Sprint Nextel;

•	Transfer 13 Sprint Nextel operated Nextel store locations within the Company’s PCS service area to the Company’s PCS Subsidiary. The transfer of stores was completed during May 2007. The Company will sell Sprint Nextel iDEN (Integrated Digital Enhanced Network) phones and provide local customer service support for Sprint Nextel iDEN customers in the Company’s service area;

•	Provide the Company and Sprint Nextel with the right under certain circumstances and subject to agreement on appropriate terms to participate in future Sprint Nextel wireless service offerings within the Company’s PCS service area; and

•	Settle all outstanding claims arising out of the merger of Sprint Corporation and Nextel Communications, Inc. and the subsequent acquisition by Sprint Nextel of Nextel Partners, Inc.

As a result of these amendments, the basis upon which the Company and Sprint Nextel settle revenue and expenses, including travel and roaming, and upon which the Company compensates Sprint Nextel for support services, such as customer service, billing, collections, long distance, national network operations support, inventory logistics support, national distribution and product development, has been simplified. The Company and Sprint Nextel will no longer settle such amounts; nor will the Company pay Sprint Nextel a fee per subscriber or a fee for each new subscriber added.

In lieu of such fees and the settling of revenues and expenses for use on each other’s networks, Sprint Nextel will retain a net service fee equal to 8.8% of billed revenue (net of customer credits, account write-offs and other billing adjustments). This 8.8% net service fee is in addition to the 8% of billed revenue (net of customer credits, account write-offs and other billing adjustments) currently retained by Sprint Nextel as a management fee under the Agreement. The net service fee is designed to approximate the current settlements, adjusted to reflect new pricing for travel and CCPU and CPGA services (i.e., customer costs, service bureau, customer activation, and billing). The net service fee is also net of the cost to provide local customer service support to Sprint Nextel iDEN customers in the Company’s local PCS service area.

On August 4, 2005, the board of directors of the Rural Telephone Bank (the “RTB”) adopted a number of resolutions for the purpose of dissolving the RTB as of October 1, 2005. The Company held 10,821,770 shares of Class B and Class C RTB Common Stock ($1.00 par value) which was reflected on the Company’s balance sheet at December 31, 2005, at $796,000 under the cost method. During the first quarter of 2006, the Company recognized a gain of approximately $6.4 million, net of tax, related to the dissolution of the RTB and the redemption of the stock. In April 2006, the Company received $11.3 million in proceeds from the RTB.

Results of Operations

Three and Nine Months Ended September 30, 2007 Compared with the Three and Nine Months Ended September 30, 2006

Consolidated Results

The Company’s consolidated results for the third quarter and the first nine months of 2007 and 2006 are as follows:

(in thousands)	Three Months Ended September 30,					Change						Nine Months Ended September 30,				Change
	2007		2006			$			%			2007		2006		$			%


Operating revenues	$	35,422	$	42,594		$	(7,172	)		(16.8	)	$	103,571	$	123,820	$	(20,249	)		(16.4	)
Operating expenses		27,293		36,667			(9,374	)		(25.6	)		78,619		108,969		(30,350	)		(27.9	)
Operating income		8,129		5,927			2,202			37.2			24,952		14,851		10,101			68.0
Other income (expense)		280		(420	)		700			n/m			368		9,483		(9,115	)		(96.1	)
Income tax provision		3,302		2,126			1,176			55.3			10,195		9,547		648			6.8
Net income before cumulative effect	$	5,107	$	3,381		$	1,726			51.0		$	15,125	$	14,787	$	338			2.3

Operating revenues

For the three months and nine months ended September 30, 2007, operating revenue decreased $7.2 million, or 16.8%, and $20.2 million, or 16.4%, respectively, primarily due to the effects of the changes in the PCS segment resulting from the 2007 Amendment (see “Significant Transactions”). For the three and nine months ended September 30, 2007, PCS operating revenues decreased $7.8 million, or 26.3%, and $20.2 million, or 24.2%, respectively. All other Company revenues increased by $0.6 million compared to the three months ended September 30, 2006, all other Company revenues did not change, on a net basis, for the comparable nine month period. See the PCS segment section for additional details concerning changes resulting from the 2007 Amendment.

Operating expenses

For the three and nine months ended September 30, 2007, operating expenses decreased $9.4 million, or 25.6%, and $30.4 million, or 27.9%, respectively, primarily due to the effects of the changes in the PCS segment resulting from the 2007 Amendment. For the three and nine months ended September 30, 2007, PCS segment operating expenses decreased $10.1 million and $31.2 million, respectively.

Cost of goods and services in the PCS segment declined $6.3 million and $18.2 million for the three and nine month periods, respectively, principally due to the absence of travel and roaming expenses (except for final settlements related to 2006 recorded in the first quarter of 2007), while PCS segment selling, general and administrative expenses declined by $4.0 million and $13.6 million, respectively, principally due to the absence of CCPU fees and most third party commissions eliminated in the 2007 Amendment. Telephone segment operating expenses increased $0.3 million in the third quarter (due to accelerated depreciation expense on certain fiber-related electronics the Company expects to replace with upgraded equipment over the next year) after increasing $1.3 million in the first quarter, as this segment bore a significant share of the $2.0 million of first quarter 2007 costs associated with early retirements and severance. See the individual segment discussions for additional details about the changes in operating expenses for both periods.

Other income (expense)

The decrease of $9.1 million reflected in other income (expense) for the nine months ended September 30, 2007, principally reflects the gain on redemption of the RTB stock recorded in the first quarter of 2006, totaling approximately $10.5 million on a pre-tax basis, or $6.4 million after tax. Other changes in other income (expense) include an increase in income from investments, as well as a reduction in interest expense due to continuing reductions in outstanding balances on the Company’s debt.

Net income

For the three months ended September 30, 2007, net income before cumulative effect of a change in accounting increased by $1.7 million, primarily due to improved operating results in the PCS segment. For the nine months ended September 30, 2007, net income before cumulative effect of a change in accounting increased $0.3 million, due to the increase over 2006 in net income of the Company’s PCS subsidiary, offset by the gain in 2006 of approximately $6.4 million, net of tax, related to the redemption of the RTB stock, and the recording in 2007 of approximately $1.2 million, net of tax, in costs related to early retirements and severance.

PCS

Shenandoah PCS Company, as a Sprint PCS Affiliate of Sprint Nextel, provides digital wireless service to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia.

The Company receives revenues from Sprint Nextel for subscribers that obtain service in the Company’s network coverage area. The Company relies on Sprint Nextel to provide timely, accurate and complete information for the Company to record the appropriate revenue and expenses for each financial period.

The Company had 334 PCS base stations in service at September 30, 2007, compared to 331 base stations in service at September 30, 2006. The average PCS retail customer turnover, or churn rate, was 2.3% in the third quarter of 2007, compared to 1.9% in the third quarter of 2006, as a result of an increase in involuntary deactivations. On a year to date basis, churn was 1.9%, essentially unchanged from 2006. As of September 30, 2007, the Company had 178,077 retail PCS subscribers compared to 141,594 subscribers at September 30, 2006, an increase of 25.8%. The PCS operation added 24,574 net retail customers in the first nine months of 2007 compared to 18,619 net retail subscribers added in the first nine months of 2006, an increase of 32.0%. For the third quarter, net adds in 2007 were 27.6% lower than in 2006, due to the increase in involuntary deactivations referred to above.

As discussed under Significant Transactions, the Company amended its agreements with Sprint Nextel effective January 1, 2007, resulting in changes in both revenues and expenses for the PCS segment.

(in thousands)	Three Months Ended September 30,				Change						Nine Months Ended September 30,				Change
	2007		2006		$			%			2007		2006		$			%


Segment operating revenues
Wireless service revenue	$	19,966	$	18,803	$	1,163			6.2		$	58,207	$	54,928	$	3,279			6.0
Travel and roaming revenue		—		9,074		(9,074	)		n/m			45		24,188		(24,143	)		(99.8	)
Equipment revenue		1,238		1,114		124			11.1			3,436		3,149		287			9.1
Other revenue		549		516		33			6.4			1,597		1,250		347			27.8

Total segment operating revenues		21,753		29,507		(7,754	)		(26.3	)		63,285		83,515		(20,230	)		(24.2	)

Segment operating expenses
Cost of goods and services, exclusive of depreciation and amortization shown separately below		7,329		13,580		(6,251	)		(46.0	)		20,112		38,306		(18,194	)		(47.5	)
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		3,777		7,822		(4,045	)		(51.7	)		9,829		23,416		(13,587	)		(58.0	)
Depreciation and amortization		3,771		3,581		190			5.3			11,175		10,634		541			5.1

Total segment operating expenses		14,877		24,983		(10,106	)		(40.5	)		41,116		72,356		(31,240	)		(43.2	)

Segment operating income	$	6,876	$	4,524	$	2,352			52.0		$	22,169	$	11,159	$	11,010			98.7

Operating Revenues

For the three months ended September 30, 2007, wireless service revenue totaled $20.0 million and consisted of gross billings of $28.7 million, less credits and adjustments of $2.7 million, allocated write-offs of $2.1 million, royalty fee of $1.9 million and net service fee of $2.1 million. For the three months ended September 30, 2006, wireless service revenue totaled $18.8 million and consisted of gross billings of $22.3 million and wholesale revenue of $0.7 million, less credits and adjustments of $2.6 million and royalty fee of $1.6 million.

Gross billings for the three month periods increased $6.4 million as a result primarily of the increase in the number of subscribers; credits and adjustments increased $0.1 million; and royalty fees increased $0.3 million due to increased billings. The allocated write-offs and the net service fee for 2007 are new components of wireless service revenue as a result of the 2007 Amendment, and wholesale revenue was eliminated by the 2007 Amendment. The Company recorded $0.3 million of revenue in the second quarter of 2007, representing final adjustments of net amounts due from periods prior to the effective date of the 2007 Amendment. Allocated write-offs in the third quarter of 2007 were approximately $0.8 million, or 61%, higher than in the second quarter of 2007, paralleling the increase in quarterly churn rates. The unfavorable changes in quarterly churn, deactivations, and allocated write-offs are related to an increase in involuntary deactivations.

For the nine months ended September 30, 2007, wireless service revenue totaled $58.2 million and consisted of gross billings of $82.9 million and wholesale revenue of $0.1 million related to 2006, less credits and adjustments of $8.2 million, allocated write-offs of $4.6 million, royalty fee of $5.7 million and net service fee of $6.3 million. For the nine months ended September 30, 2006, wireless service revenue totaled $54.9 million and consisted of gross billings of $64.3 million and wholesale revenue of $2.2 million, less credits and adjustments of $7.0 million, and royalty fee of $4.6 million.

Gross billings for the nine month periods increased $18.6 million, or 28.9%, as a result primarily of the increase in the number of subscribers; credits and adjustments increased $1.2 million, or 17.1%, due to promotional incentives offered by Sprint Nextel in early 2007and billing/service adjustments; royalty fees increased $1.1 million due to increased billings; and the allocated write-offs and the net service fee for 2007 are new components of wireless service revenue as a result of the 2007 Amendment. The wholesale revenue of $0.1 million in 2007 was recorded to true up 2006 accruals.

As a result of the 2007 Amendment, travel, data, long distance and wholesale revenues, totaling $9.8 million and $26.4 million for the three and nine month periods in 2006, are no longer recorded by the Company.

Equipment revenue increased $0.1 million and $0.3 million for the three and nine month periods, respectively, as a result of increased sales of handsets to both new and upgrading customers.

Other revenue increased $0.3 million for the nine months ended September 30, 2007. The increase resulted from revenue collected from Sprint Nextel associated with new customer activations.

Cost of goods and services

The $6.3 million decrease in cost of goods and services in the three months ended September 30, 2007, from 2006, consists of $8.0 million of 2006 expenses eliminated under the 2007 Amendment, principally travel expenses, long distance costs and costs related to new activations, offset by increased costs of handsets of $1.3 million in 2007 due to increased handset unit sales; and increased rent for tower leases of $0.3 million in 2007 over 2006.

Cost of goods and services decreased $18.2 million in the nine months ended September 30, 2007, from 2006, consisting of $22.3 million of 2006 expenses eliminated under the 2007 Amendment, principally travel expenses, long distance costs and costs related to new activations and $0.6 million of net credits recorded in 2007 to true up 2006 accruals for expenses settled with Sprint Nextel. Offsetting these positive impacts, handset costs increased $2.8 million in 2007 over 2006; warranty costs increased $0.4 million; rent for tower leases increased $0.5 million in 2007 over 2006; and maintenance costs increased $0.3 million over the 2006 period.

Selling, general and administrative

Selling, general and administrative expenses decreased $4.0 million in 2007 from the third quarter of 2006, consisting primarily of $3.7 million of 2006 expenses eliminated under the 2007 Amendment, principally $2.8 million of customer service and billing provided by Sprint Nextel and $0.9 million of commissions paid to third party and national retailers who activate customers in the Company’s PCS service area. Other decreases included $0.9 million in bad debt expense recorded as selling, general and administrative in 2006, now netted in revenues, offset by approximately $0.7 million in increased rent, personnel and other costs for 13 new retail locations.

Selling, general and administrative expenses decreased $13.6 million in 2007 from the first nine months of 2006, consisting of $11.1 million of 2006 expenses eliminated under the 2007 Amendment, principally $8.1 million of customer service and billing provided by Sprint Nextel and $3.0 million in commissions paid to third party and national

retailers who activate customers in the Company’s PCS service area, and $2.2 million in bad debt expense recorded as selling, general and administrative in 2006. Bad debts are reflected as an offset against billed revenue (allocated write-offs) in 2007 under the 2007 Amendment. Allocated write-offs in 2007, for both the three and nine month periods, are more than double the level of 2006 bad debt expense for the corresponding period.

Other components of the nine month change in selling, general and administrative expenses included $0.8 million in lower marketing costs; $1.0 million in higher rent, personnel and other costs for the 13 store locations acquired from Sprint Nextel during the second quarter of 2007; $0.3 million in higher local commissions; and a $0.2 million increase in legal fees related to the negotiation of the 2007 Amendment. At December 31, 2006, the Company had a reserve for doubtful accounts of $0.5 million. The new settlement agreement calculates the monthly settlement based on collected revenues, therefore eliminating the need for the reserve.

During the fourth quarter of 2007, the Company will bring on-line 52 sites with EVDO capability for high speed data transmission such as internet access and 20 additional cell sites to expand our capacity and coverage footprint, increasing operating expenses in the fourth quarter and future periods.

Telephone

(in thousands)	Three Months Ended September 30,				Change						Nine Months Ended September 30,				Change
	2007		2006		$			%			2007		2006		$			%

Segment operating revenues
Service revenue – wireline	$	1,697	$	1,716	$	(19	)		(1.1	)	$	5,092	$	5,157	$	(65	)		(1.3	)
Access revenue		3,276		3,274		2			(0.1	)		9,644		9,821		(177	)		(1.8	)
Facilities lease revenue		1,900		1,656		244			14.7			5,582		5,169		413			8.0
Equipment revenue		8		8		—			—			20		22		(2	)		(9.1	)
Other revenue		929		900		29			3.2			2,827		2,672		155			5.8

Total segment operating revenues		7,810		7,554		256			3.4			23,165		22,841		324			1.4

Segment operating expenses
Cost of goods and services, exclusive of depreciation and amortization shown separately below		1,797		1,712		85			5.0			5,600		5,323		277			5.2
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		1,232		1,149		83			7.2			4,544		3,566		978			27.4
Depreciation and amortization		1,537		1,163		374			32.2			3,901		3,588		313			8.7

Total segment operating expenses		4,566		4,024		542			13.5			14,045		12,477		1,568			12.6

Segment operating income	$	3,244	$	3,530	$	(286	)		(8.1	)	$	9,120	$	10,364	$	(1,244	)		(12.0	)

Shenandoah Telephone Company provides both regulated and unregulated telephone services and leases fiber optic facilities primarily throughout the northern Shenandoah Valley, and into the northern Virginia suburbs of Washington, DC.

Over past periods, the trend amongst regulated local telephone service providers has been a decline in subscribers, principally due to competition from cable companies, other competitive providers, and consumer migration to wireless and DSL services eliminating second and often the primary access lines. The construction of new homes within Shenandoah County appeared to have moderated this trend until recent quarters. In Shenandoah County, Shentel has the overlapping cable franchise, which does not offer internet or voice service. Based on industry experience, the Company anticipates that the long-term trend toward declining telephone subscriber counts will continue in the future.

Operating Revenues

Access revenue decreased $0.2 million for the nine months ended September 30, 2007 primarily due to rate changes for interconnection fees processed during the second quarter of 2007.

Facilities lease revenue increased $0.2 million and $0.4 million for the three and nine months ended September 30, 2007, respectively, due to a new fiber lease with the Company’s cable television affiliate and additional circuits with the Company’s long distance affiliate, added during the second quarter of 2007.

Other revenue increased in both periods primarily due to an increase in directory revenue during 2007 compared to 2006.

Cost of goods and services

Cost of goods and services increased in the nine months ended September 30, 2007, by $0.3 million, due to $0.6 million of costs in the first quarter associated with the early retirements and severances allocated to the Telephone segment, offset by accrual adjustments of $0.3 million for reciprocal compensation expenses payable to wireless carriers for periods prior to 2007 following a review of the contracts.

Selling, general and administrative

Selling, general and administrative costs increased $0.1million for the three months ended September 30, 2007, due to a favorable adjustment in the third quarter of 2006 for property taxes, and $1.0 million for the nine months ended September 30, 2007, due to the cost of the early retirements and severances allocated to the Telephone segment in the first quarter of 2007, as well as the one-time cost of an increase in retirement benefits for past Telephone Company retirees recorded in the second quarter of 2007.

Depreciation and amortization

Depreciation expense increased in 2007, for both the three and nine months ended September 30, as the Telephone segment revised expected lives for certain fiber-related electronics it expects to replace through the end of 2008.

Converged Services

(in thousands)	Three Months Ended September 30,						Change						Nine Months Ended September 30,						Change
	2007			2006			$			%			2007			2006			$			%

Segment operating revenues
Service revenue – wireline	$	2,411		$	2,230		$	181			8.1		$	7,325		$	7,437		$	(112	)		(1.5	)
Other revenue		473			184			289			n/m			788			425			363			85.4

Total segment operating revenues		2,884			2,414			470			19.5			8,113			7,862			251			3.2

Segment operating expenses
Cost of goods and services, exclusive of depreciation and amortization shown separately below		2,379			1,970			409			20.8			6,229			6,209			20			0.3
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		1,206			1,272			(66	)		(5.2	)		3,398			3,880			(482	)		(12.4	)
Depreciation and amortization		1,466			1,113			353			31.7			4,493			3,761			732			19.5

Total segment operating expenses		5,051			4,355			696			16.0			14,120			13,850			270			1.9

Segment operating (loss)	$	(2,167	)	$	(1,941	)	$	(226	)		11.6		$	(6,007	)	$	(5,988	)	$	(19	)		0.3

The Converged Services segment provides local and long distance voice, data and video services on an exclusive and non-exclusive basis to MDU communities throughout the southeastern United States including Virginia, North Carolina, Maryland, South Carolina, Georgia, Florida, Tennessee and Mississippi.

The number of MDU properties served increased by one net property, to 109 at September 30, 2007 from 108 as of the end of the third quarter of 2006. The Company has been adding contracts with larger properties, while terminating contracts with smaller, less profitable properties. The Company also lost four larger properties during the third quarter of 2006 that chose not to renew their contracts as expected by the Company.

Operating Revenues

Service revenue increased $0.2 million for the three months ended September 30, 2007, but declined by $0.1 million for the nine months ended September 30, 2007. Increases in video and data services were offset by declining voice service revenue. Service revenues consist of voice, video and data services at MDU properties in the southeastern United States. Voice revenues declined as college students migrate to wireless phone service, while video service revenues increased compared to both 2006 periods, and data service revenues increased in the three month period, but

declined slightly for the nine month period. The Company lost four larger properties during the third quarter of 2006 that chose not to renew their contracts as expected by the Company. These four properties generated over $0.2 million in quarterly revenue.

Other revenues increased due to one-time revenues recognized in the third quarter of 2007 on several projects where the Company installed certain equipment as a convenience for the property owner and billed the properties for the installations. The Company recognized minimal gross profit on the projects. The cost of the projects was included in cost of goods and services below. While each individual project is a one-time event, the Company anticipates some level of future projects of comparable nature.

Cost of goods and services

Cost of goods and services reflects the cost of purchasing video and voice services, the network costs to provide Internet services to customers and network maintenance and repair. The Company continues to focus on eliminating redundant processes and integrating the operation to reduce the costs of operation. Cost of goods and services increased in the third quarter of 2007 by $0.4 million, primarily due to $0.3 million in costs incurred for the one-time construction projects described above under other revenue. For the nine month period, the costs of the one-time projects in the 2007 period were offset by write-offs on fixed assets in 2006 for the four properties that did not renew their contracts as expected, and by cost savings in 2007 resulting from the change, beginning in late 2006, to a more robust, but less expensive, video solution.

Selling, general and administrative

Selling, general and administrative expense decreased by $0.5 million for the nine months ended September 30, 2007, due to lower allocated internal costs. During 2006, the Company improved its billing and customer service platforms, resulting in significant reductions in allocated costs for these functions in 2007. During third quarter 2007, increased marketing and legal costs partly offset the savings in customer service-related costs, while during the third quarter of 2006, the Company reduced previously estimated liabilities for certain taxes and fees.

Depreciation and amortization

Depreciation and amortization expense increased $0.4 million and $0.7 million, respectively, for the three and nine months ended September 30, 2007. General additions to fixed assets, and accelerated depreciation over the past year on certain telephone-related equipment to be replaced in coming months, accounted for the increase.

Mobile

(in thousands)	Three Months Ended September 30,				Change						Nine Months Ended September 30,				Change
	2007		2006		$			%			2007		2006		$		%

Segment operating revenues
Tower lease revenue-affiliate	$	594	$	420	$	174			41.4		$	1,619	$	1,228	$	391		31.8
Tower lease revenue-non-affiliate		957		839		118			14.1			2,738		2,571		167		6.5
Other revenue		52		81		(29	)		(35.8	)		193		149		44		29.5

Total segment operating revenues		1,603		1,340		263			19.6			4,550		3,948		602		15.2

Segment operating expenses
Cost of goods and services, exclusive of depreciation and amortization shown separately below		453		410		43			10.5			1,355		1,212		143		11.8
Selling, general and administrative, exclusive of depreciation and amortization shown separately below		186		195		(9	)		(4.6	)		564		522		42		8.0
Depreciation and amortization		233		216		17			7.9			697		622		75		12.1

Total segment operating expenses		872		821		51			6.2			2,616		2,356		260		11.0

Segment operating income	$	731	$	519	$	212			40.8		$	1,934	$	1,592	$	342		21.5

The Mobile segment provides tower rental space to affiliated and non-affiliated companies throughout the Company’s four state PCS market, and paging services throughout the northern Shenandoah Valley.

At September 30, 2007, the Mobile segment had 113 towers and 166 non-affiliate tenants compared to 110 towers and 156 non-affiliate tenants at September 30, 2006.

Operating revenues

The increases in tower lease revenue – non-affiliate resulted from new leases added during late 2006, and more recently in 2007. Approximately ten tower leases were eliminated during the first quarter of 2007, reflecting the continuing consolidation of wireless carriers, as the combining non-affiliated companies eliminated duplicate tower leases, partially offsetting other new leases added over the past year. Overall, outstanding leases increased by a net of ten leases from September 30, 2006, with eight of them added during the third quarter of 2007.

The increase in tower lease revenue – affiliate in the three and nine month periods ended September 30, 2007, resulted from changes to tower lease rates in the second quarter of 2007, bringing monthly affiliate rents in line with market rents for tower leases.

The increase in other revenue in the nine month period resulted primarily from fees received for early lease terminations resulting from continuing consolidation among wireless carriers, partially offset by declining revenue from paging services versus 2006.

Operating expenses

The increase in cost of goods and services for the nine month period primarily resulted from write-offs of certain preliminary tower site acquisition costs for tower sites that will not be built.

The increase in selling, general and administrative costs in the nine month period resulted primarily from increased operating taxes, including disputed sales taxes paid by the Company during the first quarter of 2007 in excess of amounts previously accrued.

Liquidity and Capital Resources

The Company has four principal sources of funds available to meet the financing needs of its operations, capital projects, debt service, investments and potential dividends. These sources include cash flows from operations, cash and cash equivalents, borrowings and the liquidation of investments. Management routinely considers the alternatives available to determine what mix of sources are best suited for the long-term benefit of the Company.

Sources and Uses of Cash. The Company generated $31.7 million of net cash from operations in the first nine months of 2007, compared to $25.2 million in the 2006 nine month period. Major changes in operating cash components from 2006 to 2007 included the 2006 gain from the sale of RTB stock (reflected in net income and gain on disposal of investments). Changes in accounts receivable and accounts payable were largely due to changes related to the 2007 Amendments with Sprint Nextel. The increase in materials and supplies largely reflects purchases of handsets to support 13 additional retail stores acquired in the second quarter of 2007. The change in other prepaids, deferrals and accruals largely reflects differences in accruals for payroll and incentive compensation.

The Company will pay dividends on its common stock of approximately $6.3 million, or $0.27 per share, on November 30, 2007, to holders of record November 14, 2007.

Indebtedness. As of September 30, 2007, the Company’s indebtedness totaled $22.9 million, with an annualized overall weighted average interest rate of approximately 7.5%. As of September 30, 2007, the Company was in compliance with the covenants in its credit agreements.

During the first quarter of 2006, the Company paid down the remaining outstanding balance on the line of credit used to fund the NTC acquisition in late 2004. While no balances are currently outstanding on this line of credit, the Company has the ability to borrow approximately $11.75 million.

The Company has no off-balance sheet arrangements and has not entered into any transactions involving unconsolidated, limited purpose entities or commodity contracts.

Capital Commitments. Capital expenditures budgeted for 2007 total approximately $36.7 million, including approximately $14.1 million for additional PCS base stations, additional towers and switch upgrades to enhance the

PCS network. Approximately $7.2 million is budgeted for Converged Services’ network upgrades and new apartment complex build outs, improvements and replacements, approximately $3.5 million for local regulated telephone operations, approximately $6.4 million for fiber projects, and approximately $5.5 million for technology upgrades and other capital needs. Following the execution of the 2007 Amendments, the Company increased the budget for PCS related capital expenditures from $5.1 million to $14.1 million.

For the 2007 nine month period, the Company spent $18.1 million, net of retirements, on capital projects, compared to $16.2 million in 2006. Spending increased for DSL equipment upgrades and other projects in the Telephone segment and for network equipment upgrades and new project buildouts in the Converged Services segment. Spending related to PCS is scheduled to be completed primarily in the final months of 2007.

The Company believes that cash on hand, cash flow from operations and borrowings expected to be available under the Company’s existing revolving credit facility will provide sufficient cash to enable the Company to fund its planned capital expenditures, make scheduled principal and interest payments, meet its other cash requirements and maintain compliance with the terms of its financing agreements for at least the next 12 months. Thereafter, capital expenditures will likely continue to be required to provide increased capacity to meet the Company’s expected growth in demand for its products and services. The actual amount and timing of the Company’s future capital requirements may differ materially from the Company’s estimate depending on the demand for its products and new market developments and opportunities. The Company currently expects that it will fund its future capital expenditures primarily with cash from operations and with borrowings, although there are events outside the control of the Company that could have an adverse impact on cash flows from operations.

These events include, but are not limited to: changes in overall economic conditions, regulatory requirements, changes in technologies, availability of labor resources and capital, changes in the Company’s relationship with Sprint Nextel, cancellations or non-renewal of Converged Services contracts and other conditions. The PCS subsidiary’s operations are dependent upon Sprint Nextel’s ability to execute certain functions such as billing, customer care, credit and collections; the subsidiary’s ability to develop and implement successful marketing programs and new products and services, and the subsidiary’s ability to effectively and economically manage other operating activities under the Company’s agreements with Sprint Nextel. The Company’s ability to attract and maintain a sufficient customer base is also critical to its ability to maintain a positive cash flow from operations. The foregoing events individually or collectively could affect the Company’s results.

Recently Issued Accounting Standards

There were no recently issued accounting standards, not adopted by the Company as of September 30, 2007, that are expected to have a material impact on the Company’s results of operations or financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s market risks relate primarily to changes in interest rates on instruments held for other than trading purposes. The Company’s interest rate risk involves three components. The first component is outstanding debt with variable rates. As of September 30, 2007, the Company has no variable rate debt outstanding. The Company’s debt has fixed rates through maturity. A 10.0% increase in interest rates would decrease the fair value of the Company’s total debt by approximately $0.4 million, while the estimated fair value of the fixed rate debt was approximately $24.7 million as of September 30, 2007.

The second component of interest rate risk consists of temporary excess cash, which is generally invested in short-term investment vehicles that have limited interest rate risk, such as overnight repurchase agreements and Treasury bills with a maturity of less than 90 days. Management continues to evaluate the most beneficial use of these funds.

The third component of interest rate risk is marked increases in interest rates that may adversely affect the rate at which the Company may borrow funds for growth in the future. Management does not believe that this risk is currently significant because the Company’s existing sources of liquidity are adequate to provide cash for operations, payment of debt and near-term capital projects.

Management does not view market risk as having a significant impact on the Company’s results of operations, although future results could be adversely affected if interest rates were to increase significantly for an extended period and the Company were to require external financing. General economic conditions affected by regulatory changes, competition or other external influences may pose a higher risk to the Company’s overall results.

As of September 30, 2007, the Company has approximately $7.4 million invested in privately held companies directly or through investments with portfolio managers. Most of the companies are in an early stage of development and significant increases in interest rates could have an adverse impact on their results, ability to raise capital and viability. The Company’s market risk is limited to the funds previously invested and an additional $0.5 million committed under contracts the Company has signed with portfolio managers. Additionally, the Company’s investments at September 30, 2007, included approximately $2.6 million held in a “rabbi trust” and invested in various stock and bond mutual funds in connection with participants’ investment elections under the SERP. Gains and losses on these funds are offset, in the Company’s consolidated financial statements, by pension expense (negative pension expense in the event of losses on these funds) related to the SERP liabilities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our President and Chief Executive Officer, who is the principal executive officer, and the Executive Vice President and Chief Financial Officer, who is the principal financial officer, conducted an evaluation of our disclosure controls and procedures, as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934. The Company’s principal executive officer and its principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2007.

Changes in Internal Control Over Financial Reporting

During the third fiscal quarter of 2007, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Other Matters Relating to Internal Control Over Financial Reporting

Under the Company’s agreements with Sprint Nextel, Sprint Nextel provides the Company with billing, collections, customer care, certain network operations and other back office services for the PCS operation, and Sprint Nextel remits to the Company approximately 61% of the Company’s total operating revenues. Due to this relationship, the Company necessarily relies on Sprint Nextel to provide accurate, timely and sufficient data and information to properly record the Company’s revenues, and accounts receivable, which underlie a substantial portion of the Company’s periodic financial statements and other financial disclosures.

Information provided by Sprint Nextel includes reports regarding the subscriber accounts receivable in the Company’s markets. Sprint Nextel provides the Company with monthly accounts receivable, billing and cash receipts information on a market level, rather than a subscriber level. The Company reviews these various reports to identify discrepancies or errors. Under the Company’s agreements with Sprint Nextel, the Company is entitled to only a portion of the receipts, net of items such as taxes, government surcharges, certain allocable write-offs and the 16.8% of revenue retained by Sprint Nextel. Because of the Company’s reliance on Sprint Nextel for financial information, the Company must depend on Sprint Nextel to design adequate internal controls with respect to the processes established to provide this data and information to the Company and Sprint Nextel’s other Sprint PCS affiliate network partners. To address this issue, Sprint Nextel engages an independent registered public accounting firm to perform a periodic evaluation of these controls and to provide a “Report on Controls Placed in Operation and Tests of Operating Effectiveness for Affiliates” under guidance provided in Statement of Auditing Standards No. 70 (“SAS 70 reports”). The report is provided to the Company on a semi-annual basis and covers a six-month period. The most recent report covers the period from January 1, 2007 to June 30, 2007. The most recent report indicated there were no material issues which would adversely affect the information used to support the recording of the revenues and expenses provided by Sprint Nextel related to the Company’s relationship with them.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The Company had no material legal proceedings as of the date of this report.

ITEM 1A. Risk Factors

As previously discussed, our actual results could differ materially from our forward looking statements. Except as set forth below, there have been no material changes in the risk factors from those described in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

FCC Rulemaking on Exclusive Access Agreements. On October 31, 2007, the FCC adopted a rule prohibiting franchised cable operators from entering into exclusive access agreements for video services and voided all existing exclusive access agreements entered into by franchised cable operators. As adopted, such prohibition does not impact any existing agreements entered into by the Company or the ability of the Company and its Converged Services business to enter into new agreements.

However, the FCC has asked its staff to initiate a further rulemaking to determine whether the prohibition should be extended to non-franchised cable operators such as satellite video service providers and private cable operators such as Shentel’s Converged Services business. The FCC has also asked its staff whether it should impose restrictions on bulk agreements such as certain agreements entered into by the Company to provide service to large fiber-to-the home projects outside the Company’s telephone service area.

In connection with its Converged Services business, the Company negotiates with operators of MDU communities for the exclusive right to provide video services for a limited term in order to justify the initial capital investment needed to deliver the video services demanded by residents of MDUs. While we cannot predict the outcome of the FCC rulemaking proceeding, the adoption of regulations prohibiting or otherwise regulating the entry into exclusive access and/or bulk agreements could negatively impact our ability to earn a return on the capital invested, and potentially result in an impairment of our existing goodwill, other intangible assets, and property, plant and equipment.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company maintains a dividend reinvestment plan (the “DRIP”) for the benefit of its shareholders. When shareholders remove shares from the DRIP, the Company issues a certificate for whole shares, pays out cash for any fractional shares, and cancels the fractional shares purchased. The following table provides information about the Company’s repurchases of fractional shares during the three months ended September 30, 2007; amounts for July were adjusted to reflect the three for one stock split effective August 2, 2007:

		Average Price Paid per Share

July 1 to July 31	2	$	17.03
August 1 to August 31	1	$	18.84
September 1 to September 30	4	$	20.86


Total	7	$	19.51

ITEM 6. Exhibits

	(a)	The following exhibits are filed with this Quarterly Report on Form 10-Q:

10.33	Form of Notice of Grant of Performance Share Award (incorporated by reference to Exhibit 10.33 to the Company’s Current Report on Form 8-K filed on September 20, 2007).

10.34	Letter Agreement effective as of July 1, 2007, amending the Second Amended and Restated Master Loan Agreement dated as of November 30, 2004, between CoBank, ACB and Shenandoah Telecommunications Company.

10.35	Second Letter Agreement dated as of October 26, 2007, amending the Second Amended and Restated Master Loan Agreement dated as of November 30, 2004, between CoBank, ACB and Shenandoah Telecommunications Company.

31.1	Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2	Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32	Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350.

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)

	/S/ Earle A. MacKenzie

	Earle A. MacKenzie, Executive Vice President and Chief Financial Officer
	Date: November 7, 2007

EXHIBIT INDEX

	Exhibit No.		Exhibit


	10.33		Form of Notice of Grant of Performance Share Award (incorporated by reference to Exhibit 10.33 to the Company’s Current Report on Form 8-K filed on September 20, 2007).

	10.34		Letter Agreement effective as of July 1, 2007, amending the Second Amended and Restated Master Loan Agreement dated as of November 30, 2004, between CoBank, ACB and Shenandoah Telecommunications Company.

	10.35		Second Letter Agreement dated as of October 26, 2007, amending the Second Amended and Restated Master Loan Agreement dated as of November 30, 2004, between CoBank, ACB and Shenandoah Telecommunications Company.

	31.1		Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

	31.2		Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

	32		Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. 1350.

Exhibit 10.34

July 1, 2007

Shenandoah Telecommunications Company

500 Shentel Way

P.O. Box 459

Edinburg, Virginia 22824

(FAX) 540-984-8192

Attn: Vice President – Finance

Attn: General Counsel

Subject: Amendment

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Master Loan Agreement, between Shenandoah Telecommunications Company (the “Borrower”) and CoBank, ACB (“CoBank”), dated as of November 30, 2004 (as it may be amended, modified, supplemented, restated or extended from time to time, the “MLA”), as supplemented by that certain Second Amendment to Term Supplement, between the Borrower and CoBank, dated as of November 30, 2004 (as it may be amended, modified, supplemented, restated or extended from time to time, the “Term Supplement”) and that certain Third Supplement to the Master Loan Agreement, between the Borrower and CoBank, dated as of November 30, 2004 (as it may be amended, modified, supplemented, restated or extended from time to time, the “Third Supplement”; the MLA as supplemented by the Term Supplement and Third Supplement, collectively, the “Loan Agreement”). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement.

Amendment

Upon the effectiveness of this letter agreement, Section 5(B) of the Third Supplement is hereby amended by deleting it in its entirety and inserting in lieu thereof the following:

Shenandoah Telecommunications Company
July 1, 2007
Page 2

(B) Commitment Fee. In consideration of the Commitment, the Borrower agrees to pay to CoBank a commitment fee on the average daily unused portion of the Commitment at the rate of 0.1875% per annum, payable quarterly in arrears by the 20th day of the month following each calendar quarter, or such other day as CoBank may require in a written notice to the Borrower. Such fee is payable for each quarter (or portion thereof) occurring during the original or any extended term of the Commitment.

General

Except as expressly provided by this letter agreement, the terms and provisions of the Loan Agreement and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. By agreeing to this letter agreement as acknowledged below, the Borrower hereby certifies and warrants to CoBank that after giving effect to the amendment effected hereby, each of its representations and warranties contained in the Loan Agreement and the other Loan Documents to which it is a party is true and correct as of the effective date of this letter agreement, including that no Potential Default or Event of Default exists, with the same effect as though made on such effective date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such specified date). Without limiting any conditions to effectiveness set forth above, the amendment provided and agreed to herein is to be effective only upon receipt by CoBank of an execution counterpart of this letter agreement signed by the Borrower and such amendment is conditioned upon the correctness of all representations and warranties made by the Borrower herein or as provided to CoBank in connection with the request for such amendment. The amendment contained herein shall not constitute a course of dealing between the Borrower and CoBank, shall not constitute a waiver of any other Event of Default, now or hereafter arising, and, except as expressly provided in connection with the amendment set forth herein, shall not constitute an amendment of any provision of the Loan Agreement or the other Loan Documents. The Borrower hereby confirms its obligation to reimburse CoBank for all costs associated with the negotiation, execution, enforcement and administration of this letter agreement and the Loan Agreement, including, without limitation, all reasonable outside attorneys’ fees and expenses incurred by CoBank.

This letter agreement shall be governed by, construed and enforced in accordance with all provisions of the Loan Agreement and the other Loan Documents.

	Sincerely,

	COBANK, ACB

	By:	/s/ Kurt Morris

		Name: Kurt Morris
		Title: Vice President

Acknowledged and agreed to:

SHENANDOAH TELECOMMUNICATIONS
COMPANY


By:	/s/ Earle A. MacKenzie

	Name: Earle A. MacKenzie
	Title: Executive Vice President & Treasurer

Exhibit 10.35

October 26, 2007

Shenandoah Telecommunications Company
500 Shentel Way
P.O. Box 459
Edinburg, Virginia 22824
(FAX) 540-984-8192
Attn: Vice President – Finance
Attn: General Counsel

Subject: Amendment and Waiver

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Master Loan Agreement, between Shenandoah Telecommunications Company (the “Borrower”) and CoBank, ACB (“CoBank”), dated as of November 30, 2004 (as it may be amended, modified, supplemented, restated or extended from time to time, the “MLA”), as supplemented by that certain Term Supplement, between the Borrower and CoBank, dated as of June 22, 2001 (as amended by that certain First Amendment to Term Supplement, dated as of September 1, 2001 and by that certain Second Amendment to Term Supplement, dated as of November 30, 2004, and as it may be further amended, modified, supplemented, restated or extended from time to time, the “Term Supplement”) and that certain Third Supplement to the Master Loan Agreement, between the Borrower and CoBank, dated as of November 30, 2004 (as amended by that certain letter agreement, dated as of July 1, 2007, and as may be further amended, modified, supplemented, restated or extended from time to time, the “Third Supplement”; the MLA as supplemented by the Term Supplement and Third Supplement, collectively, the “Loan Agreement”). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement.

Amendment

Upon the effectiveness of this letter agreement, Section 8(A)(3) of the MLA is hereby amended by deleting it in its entirety and inserting in lieu thereof the following:

(3) Fundamental Changes. (i) merge or consolidate with any other entity, acquire all or substantially all of the assets of any person or entity, provided that the Borrower and the Pledged Subsidiaries may without the consent of CoBank acquire all or substantially all of the assets of any person or person or entity or entities, so long as after giving effect to such asset acquisitions, (x) the Borrower in each case is in compliance on a pro forma basis with the covenants

set forth in Subsections 7(J) through 7(L) hereof and (y) the representations and warranties set forth in Section 6(P) hereof are true and correct, (ii) form or create any subsidiary or affiliate other than in compliance with the provisions of Section 2 of the Second Amended and Restated Pledge Agreement, dated as of even date herewith), by and between CoBank and the Borrower (the “Pledge Agreement”), or (iii) commence operations under any other name, organization, or entity, including any joint venture.

Upon the effectiveness of this letter agreement, Section 8(B)(3) of the MLA is hereby amended by deleting it in its entirety and inserting in lieu thereof the following:

(3) Fundamental Changes. (i) Merge or consolidate with any other entity, or acquire all or substantially all of the assets of any person or entity, provided that the Borrower and the Pledged Subsidiaries may without the consent of CoBank acquire all or substantially all of the assets of any person or person or entity or entities, so long as after giving effect to such asset acquisitions, (x) the Borrower in each case is in compliance on a pro forma basis with the covenants set forth in Subsections 7(J) through 7(L) hereof and (y) the representations and warranties set forth in Section 6(P) hereof are true and correct, (ii) form or create any subsidiary other than in compliance with the provisions of Section 2 of the Pledge Agreement, or (iii) commence operations under any other name, organization, or entity, including any joint venture, or issue any additional capital stock other than to the Borrower or any Pledged Subsidiary.

Waiver

The Borrower has advised CoBank that NTC Communications, LLC (“NTC”) has been dissolved and its assets have been acquired by Shentel Coverged Services, Inc. (the “Pledgor”). In reliance on the representations and warranties provided by the Borrower to CoBank in this letter agreement and in connection with the request for such waiver, and subject to the effectiveness of this letter agreement as described below, CoBank hereby waives any Potential Default or Event of Default occurring as a result of such dissolution or acquisition under the Loan Agreement or the Membership Interest Pledge Agreement, dated as of November 30, 2004, between CoBank and Pledgor, provided that all assets of NTC were acquired or distributed to Pledgor.

General

it is a party is true and correct as of the effective date of this letter agreement, including that no Potential Default or Event of Default exists, with the same effect as though made on such effective date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such specified date). Without limiting any conditions to effectiveness set forth above, the amendment and waiver provided and agreed to herein is to be effective only upon receipt by CoBank of an execution counterpart of this letter agreement signed by the Borrower and such amendment and waiver is conditioned upon the correctness of all representations and warranties made by the Borrower herein or as provided to CoBank in connection with the request for such amendment and waiver. The amendment and waiver contained herein shall not constitute a course of dealing between the Borrower and CoBank, shall not constitute a waiver of any other Event of Default, now or hereafter arising, and, except as expressly provided in connection with the amendment and waiver set forth herein, shall not constitute an amendment or waiver of any provision of the Loan Agreement or the other Loan Documents. The Borrower hereby confirms its obligation to reimburse CoBank for all costs associated with the negotiation, execution, enforcement and administration of this letter agreement and the Loan Agreement, including, without limitation, all reasonable outside attorneys’ fees and expenses incurred by CoBank.

This letter agreement shall be governed by, construed and enforced in accordance with all provisions of the Loan Agreement and the other Loan Documents.


	Sincerely,

	COBANK, ACB

	By:

		Name: Kurt Morris
		Title: Vice President

Acknowledged and agreed to:

SHENANDOAH TELECOMMUNICATIONS
COMPANY


By:

	Name: Earle A. MacKenzie
	Title: Executive Vice President

EXHIBIT 31.1

CERTIFICATION


	I, Christopher E. French, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Shenandoah Telecommunications Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	/S/ Christopher E. French

	Christopher E. French, President and Chief Executive Officer
	Date: November 7, 2007

EXHIBIT 31.2

CERTIFICATION


	I, Earle A. MacKenzie, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Shenandoah Telecommunications Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	/S/ Earle A. MacKenzie

	Earle A. MacKenzie, Executive Vice President and Chief Financial Officer
	Date: November 7, 2007

EXHIBIT 32

Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, of Shenandoah Telecommunications Company (the “Company”), hereby certifies that, on the date hereof:

(1) The quarterly report on Form 10-Q of the Company for the three months ended September 30, 2007 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


	/S/ Christopher E. French

	Christopher E. French President and Chief Executive Officer November 7, 2007


	/S/ Earle A. MacKenzie

	Earle A. MacKenzie
	Executive Vice President and
	Chief Financial Officer
	November 7, 2007

The foregoing certification is being furnished solely pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent this Exhibit 32 is expressly and specifically incorporated by reference in any such filing.