XNAS:SHEN Shenandoah Telecommunications Co Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES OF AMERICA
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 June 30, 2012
 
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 þ    No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ   No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
Smaller reporting company ¨

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

The number of shares of the registrant’s common stock outstanding on July 27, 2012 was 23,870,003.
 


 
 

 
 
SHENANDOAH TELECOMMUNICATIONS COMPANY

   
Page
Numbers
     
PART I.
FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
 
     
 
3-4
     
 
5
     
 
6
     
 
7-8
     
 
9-14
     
Item 2.
15-31
     
Item 3.
32
     
Item 4.
33
     
PART II. 
OTHER INFORMATION
 
     
Item 1A.
34
     
Item 2.
34
     
Item 6.
35
     
 
36
     
 
37

 
2

 
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
(in thousands)

ASSETS
 
June 30,
 2012
   
December 31,
2011
 
             
Current Assets
           
Cash and cash equivalents
  $ 21,312     $ 15,874  
Accounts receivable, net
    22,794       21,483  
Income taxes receivable
    -       12,495  
Materials and supplies
    7,520       7,469  
Prepaid expenses and other
    4,576       3,844  
Assets held for sale
    430       2,797  
Deferred income taxes
    155       502  
Total current assets
    56,787       64,464  
                 
Investments, including $1,915 and $2,160 carried at fair value
    8,215       8,305  
                 
Property, plant and equipment, net
    313,710       310,754  
                 
Other Assets
               
Intangible assets, net
    77,638       81,346  
Cost in excess of net assets of businesses acquired
    10,962       10,962  
Deferred charges and other assets, net
    4,677       4,148  
Net other assets
    93,277       96,456  
Total assets
  $ 471,989     $ 479,979  

See accompanying notes to unaudited condensed consolidated financial statements.

(Continued)

 
3


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

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
June 30, 
2012
   
December 31,
2011
 
             
Current Liabilities
           
Current maturities of long-term debt
  $ 21,920     $ 21,913  
Accounts payable
    10,314       11,708  
Advanced billings and customer deposits
    10,457       10,647  
Accrued compensation
    1,983       2,094  
Liabilities held for sale
    18       267  
Income taxes payable
    2,329       -  
Accrued liabilities and other
    7,562       8,950  
Total current liabilities
    54,583       55,579  
                 
Long-term debt, less current maturities
    147,773       158,662  
                 
Other Long-Term Liabilities
               
Deferred income taxes
    45,289       51,675  
Deferred lease payable
    4,395       4,174  
Asset retirement obligations
    5,804       7,610  
Other liabilities
    5,670       4,620  
Total other liabilities
    61,158       68,079  
                 
Commitments and Contingencies
               
                 
Shareholders’ Equity
               
Common stock
    22,833       22,043  
Retained earnings
    185,642       175,616  
Total shareholders’ equity
    208,475       197,659  
                 
Total liabilities and shareholders’ equity
  $ 471,989     $ 479,979  

See accompanying notes to unaudited condensed consolidated financial statements.

 
4


SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
(in thousands, except per share amounts)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Operating revenues
  $ 71,378     $ 61,555     $ 140,201     $ 121,983  
                                 
Operating expenses:
                               
Cost of goods and services, exclusive of depreciation and amortization shown separately below
    29,969       25,216       58,998       51,277  
Selling, general and administrative, exclusive of depreciation and amortization shown separately below
    15,013       13,901       30,182       27,239  
Depreciation and amortization
    15,259       14,444       31,066       28,382  
Total operating expenses
    60,241       53,561       120,246       106,898  
Operating income
    11,137       7,994       19,955       15,085  
                                 
Other income (expense):
                               
Interest expense
    (1,522 )     (2,846 )     (3,317 )     (4,665 )
Gain (loss) on investments, net
    132       (124 )     602       (249 )
Non-operating income, net
    259       290       447       508  
Income from continuing operations before income taxes
    10,006       5,314       17,687       10,679  
                                 
Income tax expense
    4,284       2,276       7,558       4,581  
Net income from continuing operations
    5,722       3,038       10,129       6,098  
Losses from discontinued operations, net of tax benefits of $106, $16, $68 and $54, respectively
    (162 )     (46 )     (103 )     (79 )
Net income
  $ 5,560     $ 2,992     $ 10,026     $ 6,019  
                                 
Basic and diluted income (loss) per share:
                               
                                 
Net income from continuing operations
  $ 0.24     $ 0.13     $ 0.42     $ 0.25  
Losses from discontinued operations
    (0.01 )     -       -       -  
Net income
  $ 0.23     $ 0.13     $ 0.42     $ 0.25  
                                 
Weighted average shares outstanding, basic
    23,855       23,772       23,849       23,769  
                                 
Weighted average shares, diluted
    23,892       23,797       23,880       23,823  

 
5

 
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
AND COMPREHENSIVE INCOME
(in thousands, except per share amounts)

   
Shares
   
Common
Stock
   
Retained
Earnings
   
Total
 
Balance, December 31, 2010
    23,767     $ 19,833     $ 170,472     $ 190,305  
                                 
Net income
    -       -       12,993       12,993  
Dividends declared ($0.33 per share)
    -       -       (7,849 )     (7,849 )
Dividends reinvested in common stock
    51       529       -       529  
Stock-based compensation
    -       1,718       -       1,718  
Common stock issued through  exercise of incentive stock  options
    5       37       -       37  
Common stock issued for share awards
    19       -       -       -  
Common stock issued
    1       13       -       13  
Common stock repurchased
    (5 )     (92 )     -       (92 )
Net excess tax benefit from stock options exercised and stock awards
    -       5       -       5  
                                 
Balance, December 31, 2011
    23,838     $ 22,043     $ 175,616     $ 197,659  
                                 
Net income
    -       -       10,026       10,026  
Stock-based compensation
    -       996       -       996  
Common stock issued for share awards
    45       -       -       -  
Common stock repurchased
    (13 )     (143 )     -       (143 )
Common stock issued
    -       4       -       4  
Net tax deficiency from stock awards
    -       (67 )     -       (67 )
                                 
Balance, June 30, 2012
    23,870     $ 22,833     $ 185,642     $ 208,475  

 
6

 
SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES
(in thousands)

   
Six Months Ended
June 30,
 
   
2012
   
2011
 
             
Cash Flows From Operating Activities
           
Net income
  $ 10,026     $ 6,019  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    27,347       22,333  
Amortization
    3,719       6,049  
Provision for bad debt
    1,233       1,929  
Stock based compensation expense
    996       902  
Deferred income taxes
    (6,106 )     579  
Net loss on disposal of equipment
    12       111  
Realized (gain) loss on disposal of investments
    (36 )     27  
Unrealized gains on investments
    (96 )     (104 )
Net (gain) loss from patronage and equity investments
    (638 )     173  
Other
    676       113  
Changes in assets and liabilities:
               
(Increase) decrease in:
               
Accounts receivable
    (3,641 )     (1,919 )
Materials and supplies
    (51 )     (216 )
Income taxes receivable
    -       (843 )
Increase (decrease) in:
               
Accounts payable
    (1,429 )     (1,224 )
Deferred lease payable
    221       214  
Income taxes payable
    14,824       -  
Other prepaids, deferrals and accruals
    (2,581 )     198  
                 
Net cash provided by operating activities
  $ 44,476     $ 34,341  
                 
Cash Flows From Investing Activities
               
Purchase and construction of property, plant and equipment
  $ (32,299 )   $ (31,631 )
Proceeds from sale of assets
    3,265       920  
Proceeds from sale of equipment
    156       184  
Purchase of investment securities
    -       (84 )
Proceeds from sale of investment securities
    861       386  
                 
Net cash used in investing activities
  $ (28,017 )   $ (30,225 )

(Continued)

 
7


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

   
Six Months Ended
June 30,
 
   
2012
   
2011
 
             
Cash Flows From Financing Activities
           
Principal payments on long-term debt
  $ (10,882 )   $ (6,054 )
Repurchases of stock
    (143 )     (92 )
Proceeds from exercise of incentive stock options
    4       8  
                 
Net cash used in financing activities
  $ (11,021 )   $ (6,138 )
                 
Net increase (decrease) in cash and cash equivalents
  $ 5,438     $ (2,022 )
                 
Cash and cash equivalents:
               
Beginning
    15,874       27,453  
Ending
  $ 21,312     $ 25,431  
                 
Supplemental Disclosures of Cash Flow Information
               
Cash payments for:
               
                 
Interest
  $ 3,173     $ 3,872  
                 
Income taxes (received) paid
  $ (1,228 )   $ 4,793  

See accompanying notes to unaudited condensed consolidated financial statements.

 
8


SHENANDOAH TELECOMMUNICATIONS COMPANY AND SUBSIDIARIES

1.  Basis of Presentation

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, 2011.  The balance sheet information at December 31, 2011 was derived from the audited December 31, 2011 consolidated balance sheet. Operating revenues and income from operations for any interim period are not necessarily indicative of results that may be expected for the entire year.

2.  Discontinued Operations

In September 2008, the Company announced its intention to sell its Converged Services operation, and the related assets and liabilities were reclassified as held for sale in the consolidated balance sheet and the historical operating results were reclassified as discontinued operations.  Depreciation and amortization on long-lived assets was also discontinued.  As previously reported in prior years, the Company recorded impairment charges.

In several transactions during 2011, the Company sold service contracts and related equipment for Converged Services’ properties to third-party purchasers, receiving cash proceeds of $3.0 million (with an additional $2.3 million in proceeds placed in escrow).  The total proceeds approximated the carrying value of the assets sold in each transaction.

During the first quarter of 2012, the Company sold service contracts and related equipment for Converged Services’ properties to third party purchasers, receiving cash proceeds of $1.1 million, with an additional $0.4 million placed in escrow.  The total proceeds approximated the carrying value of the assets sold.

During the second quarter of 2012, the Company sold service contracts and related equipment for Converged Services’ properties to third party purchasers, receiving cash proceeds of $0.3 million, with an additional $0.1 million placed in escrow.  The total proceeds approximated the carrying value of the assets sold.   During this same quarter, the Company collected $1.8 million in cash from previously established escrow receivables.

At June 30, 2012, the Company had seven remaining properties. The Company is working with the purchasers and owners of five properties to complete negotiated sale transactions in the next 90 days and is in the process of ending its relationship with the remaining two. No additional impairments are anticipated.

Assets and liabilities held for sale consisted of the following (in thousands):

   
June 30, 2012
   
December 31, 2011
 
Assets held for sale:
           
Property, plant and equipment, net
  $ 244     $ 2,424  
Other assets
    186       373  
    $ 430     $ 2,797  
Liabilities:
               
Other liabilities
  $ 18     $ 267  

 
9

 
Discontinued operations included the following amounts of operating revenue and income (loss) before income taxes:

(in thousands)  
Three Months Ended
 
   
June 30,
 
   
2012
   
2011
 
Operating revenues
  $ 200     $ 3,031  
Earnings (loss) before income taxes
  $ (268 )   $ 62  
 
   
Six Months Ended
 
   
June 30,
 
   
2012
   
2011
 
Operating revenues
  $ 965     $ 6,337  
Earnings (loss) before income taxes
  $ (171 )   $ (133 )

3.  Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

   
June 30,
2012
   
December 31,
2011
 
Plant in service
  $ 554,713     $ 536,267  
Plant under construction
    23,479       12,389  
      578,192       548,656  
Less accumulated amortization and depreciation
    264,482       237,902  
Net property, plant and equipment
  $ 313,710     $ 310,754  

4.  Earnings per share

Basic net income (loss) per share was computed on the weighted average number of shares outstanding.  Diluted net income (loss) per share was computed under the treasury stock method, assuming the conversion as of the beginning of the period, for all dilutive stock options.  Of 713 thousand and 521 thousand shares and options outstanding at June 30, 2012 and 2011, respectively, 500 thousand and 210 thousand were anti-dilutive, respectively.  These options have been excluded from the computations of diluted earnings per share for their respective period.  There were no adjustments to net income for either period.

5.  Investments Carried at Fair Value

Investments include $1.9 million and $2.2 million of investments carried at fair value as of June 30, 2012 and December 31, 2011, respectively, consisting of equity, bond and money market mutual funds.  These investments were acquired under a rabbi trust arrangement related to a non-qualified supplemental retirement plan maintained by the Company.  During the six months ended June 30, 2012, the Company recognized $36 thousand in net gains on dispositions of investments, recognized $25 thousand in dividend and interest income from investments, and recognized net unrealized gains of $96 thousand on these investments.  The Company also received $402 thousand distributed from the rabbi trust in connection with a payout from the non-qualified supplemental retirement plan to a participant. Fair values for these investments held under the rabbi trust were determined by Level 1 quoted market prices for the underlying mutual funds.

6.  Financial Instruments

Financial instruments on the consolidated balance sheets that approximate fair value include:  cash and cash equivalents, receivables, investments carried at fair value, payables, accrued liabilities, interest rate swap and variable rate long-term debt.

The Company measures its interest rate swap at fair value based on information provided by the counterparty and recognizes it as a liability on the Company’s condensed consolidated balance sheet.  Changes in the fair value of the swap are recognized in interest expense, as the Company did not designate the swap agreement as a cash flow hedge for accounting purposes.

 
10


7.  Segment Information

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 three reportable segments, which the Company operates and manages as strategic business units organized by lines of business: (1) Wireless, (2) Wireline, and (3) Cable.   A fourth segment, Other, primarily includes Shenandoah Telecommunications Company, the parent holding company as well as certain general and administrative costs historically charged to Converged Services that cannot be allocated to discontinued operations.

The Wireless segment provides digital wireless service to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia, as a Sprint PCS Affiliate of Sprint Nextel.  This segment also owns cell site towers built on leased land, and leases space on these towers to both affiliates and non-affiliated service providers.

The Cable segment provides video, internet and voice services in Virginia, West Virginia and Maryland.

The Wireline segment provides regulated and unregulated voice services, dial-up and DSL internet access, and long distance access services throughout Shenandoah County and portions of northwestern Augusta and Rockingham Counties, Virginia, and leases fiber optic facilities throughout the northern Shenandoah Valley of Virginia, northern Virginia and adjacent areas along the Interstate 81 corridor, including portions of West Virginia and Maryland.

Selected financial data for each segment is as follows:

Three months ended June 30, 2012
 
(in thousands)
   
Wireless
   
Wireline
   
Cable
   
Other
   
Eliminations
   
Consolidated
Totals
 
External revenues
                                   
Service revenues
  $ 40,187     $ 3,664     $ 16,356     $ -     $ -     $ 60,207  
Other
    3,233       5,361       2,577       -       -       11,171  
Total external revenues
    43,420       9,025       18,933       -       -       71,378  
Internal revenues
    843       4,757       79       -       (5,679 )     -  
Total operating revenues
    44,263       13,782       19,012       -       (5,679 )     71,378  
                                                 
Operating expenses
                                               
Costs of goods and services, exclusive of depreciation and amortization shown separately below
      16,917         6,518         11,560         7       (5,033 )       29,969  
Selling, general and administrative, exclusive of depreciation and amortization shown separately below
      8,102         1,638         5,254         665       (646 )       15,013  
Depreciation and amortization
    6,753       2,285       6,203       18       -       15,259  
Total operating expenses
    31,772       10,441       23,017       690       (5,679 )     60,241  
Operating income (loss)
    12,491       3,341       (4,005 )     (690 )     -       11,137  

 
11

 
Three months ended June 30, 2011
 
(in thousands)
   
Wireless
   
Wireline
   
Cable
   
Other
   
Eliminations
   
Consolidated
Totals
 
External revenues
                                   
Service revenues
  $ 33,806     $ 3,660     $ 14,602     $ -     $ -     $ 52,068  
Other
    2,927       4,407       2,153       -       -       9,487  
Total external revenues
    36,733       8,067       16,755       -       -       61,555  
Internal revenues
    801       4,199       79       -       (5,079 )     -  
Total operating revenues
    37,534       12,266       16,834       -       (5,079 )     61,555  
                                                 
Operating expenses
                                               
Costs of goods and services, exclusive of depreciation and amortization shown separately below
    13,391       4,817       11,435       30       (4,457 )     25,216  
Selling, general and administrative, exclusive of depreciation and amortization shown separately below
    7,651       1,866       4,234       772       (622 )     13,901  
Depreciation and amortization
    6,140       2,155       6,088       61       -       14,444  
Total operating expenses
    27,182       8,838       21,757       863       (5,079 )     53,561  
Operating income (loss)
    10,352       3,428       (4,923 )     (863 )     -       7,994  

Six months ended June 30, 2012

(in thousands)
   
Wireless
   
Wireline
   
Cable
   
Other
   
Eliminations
   
Consolidated
Totals
 
External revenues
                                   
Service revenues
  $ 78,589     $ 7,531     $ 32,410     $ -     $ -     $ 118,530  
Other
    6,684       9,950       5,037       -       -       21,671  
Total external revenues
    85,273       17,481       37,447       -       -       140,201  
Internal revenues
    1,658       9,210       150       -       (11,018 )     -  
Total operating revenues
    86,931       26,691       37,597       -       (11,018 )     140,201  
                                                 
Operating expenses
                                               
Costs of goods and services, exclusive of depreciation and amortization shown separately below
    33,310       11,747       23,786       24       (9,869 )     58,998  
Selling, general and administrative, exclusive of depreciation and amortization shown separately below
    16,096       3,354       10,301       1,580       (1,149 )     30,182  
Depreciation and amortization
    14,510       4,458       12,055       43       -       31,066  
Total operating expenses
    63,916       19,559       46,142       1,647       (11,018 )     120,246  
Operating income (loss)
    23,015       7,132       (8,545 )     (1,647 )     -       19,955  

Six months ended June 30, 2011
 
(in thousands)
   
Wireless
   
Wireline
   
Cable
   
Other
   
Eliminations
   
Consolidated
Totals
 
External revenues
                                   
Service revenues
  $ 66,010     $ 7,245     $ 29,062     $ -     $ -     $ 102,317  
Other
    6,402       9,077       4,187       -       -       19,666  
Total external revenues
    72,412       16,322       33,249       -       -       121,983  
Internal revenues
    1,590       8,028       116       -       (9,734 )     -  
Total operating revenues
    74,002       24,350       33,365       -       (9,734 )     121,983  
                                                 
Operating expenses
                                               
Costs of goods and services, exclusive of depreciation and amortization shown separately below
    27,004       9,350       23,359       64       (8,500 )     51,277  
Selling, general and administrative, exclusive of depreciation and amortization shown separately below
    14,197       3,667       8,863       1,746       (1,234 )     27,239  
Depreciation and amortization
    12,374       4,105       11,786       117       -       28,382  
Total operating expenses
    53,575       17,122       44,008       1,927       (9,734 )     106,898  
Operating income (loss)
    20,427       7,228       (10,643 )     (1,927 )     -       15,085  

 
12

 
A reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before income taxes is as follows:

   
Three Months Ended
 June 30,
 
   
2012
   
2011
 
Total consolidated operating income
  $ 11,137     $ 7,994  
Interest expense
    (1,522 )     (2,846 )
Non-operating income (expense), net
    391       166  
Income from continuing operations before income taxes
  $ 10,006     $ 5,314  

   
Six Months Ended
 June 30,
 
   
2012
   
2011
 
Total consolidated operating income
  $ 19,955     $ 15,085  
Interest expense
    (3,317 )     (4,665 )
Non-operating income (expense), net
    1,049       259  
Income from continuing operations before income taxes
  $ 17,687     $ 10,679  

The Company’s assets by segment are as follows:

(in thousands)
   
June 30,
2012
   
December 31,
2011
 
             
Wireless
  $ 132,272     $ 147,093  
Cable
    213,850       212,683  
Wireline
    82,833       84,456  
Other (includes assets held for sale)
    402,175       381,230  
Combined totals
    831,130       825,462  
Inter-segment eliminations
    (359,141 )     (345,483 )
Consolidated totals
  $ 471,989     $ 479,979  

8.  Income Taxes

The Company files U.S. federal income tax returns and various state and local income tax returns.  With few exceptions, years prior to 2008 are no longer subject to examination. The Company is under audit in the state of Maryland for the 2007, 2008 and 2009 tax years, and in the state of Pennsylvania for the 2009 tax year.  No other state or federal income tax audits were in process as of June 30, 2012.

 
13

 
9.  Long-Term Debt

As of June 30, 2012 and December 31, 2011, the Company’s outstanding long-term debt consisted of the following:

(in thousands)
   
June
2012
   
December
2011
 
       
CoBank (fixed term loan)
  $ 3,445     $ 4,524  
CoBank Term Loan A
    165,855       175,565  
Other debt
    393       486  
      169,693       180,575  
Current maturities
    21,920       21,913  
Total long-term debt
  $ 147,773     $ 158,662  

As of June 30, 2012, the Company was in compliance with the covenants in its Credit Agreement.

10.  Asset Retirement Obligations

The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that results from acquisition, construction, development and/or normal use of the assets.  The Company also records a corresponding asset, which is depreciated over the life of the tangible long-lived asset.  Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation.

During the second quarter of 2012, new information became available regarding the cost to remove cell site improvements. The Company recorded a one-time adjustment to wireless segment asset retirement obligation liabilities to reflect changes in the estimated future cash flows underlying the obligation to remove cell site improvements. As a result of the adjustment, the company recorded a decrease of $2.0 million to asset retirement liabilities and a decrease of $1.1 million to asset retirement obligation asset. Additionally, the Company recognized a $0.9 million decrease in depreciation expense for the quarter. The Company expects to charge asset removal costs associated with network upgrades against the liability established for removal of cell site improvements.

Changes in the liability for asset removal obligations for the six months and twelve months ended June 30, 2012 and December 31, 2011 are summarized below (in thousands):

   
June
2012
   
December
2011
 
             
Balance at beginning of year
  $ 7,610     $ 6,542  
Revisions to previous estimates
    (1,973 )     -  
Additional liabilities accrued
    -       556  
Accretion expense
    167       512  
Balance at end of period
  $ 5,804       7,610  

 
14

 

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, 2011.  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, 2011, 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 wireless personal communications services (as a Sprint PCS Affiliate of Sprint Nextel), local exchange telephone services, video, internet and data services, long distance, fiber optics facilities, and leased tower facilities. The Company has the following three reporting segments, which it operates and manages as strategic business units organized by lines of business:

 
*
The Wireless segment provides digital wireless service to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia, as a Sprint PCS Affiliate of Sprint Nextel.  This segment also owns cell site towers built on leased land, and leases space on these towers to both affiliates and non-affiliated service providers.
 
 
*
The Cable segment provides video, internet and voice services in franchise areas in Virginia, West Virginia and Maryland.
 
 
*
The Wireline segment provides regulated and unregulated voice services, dial-up and DSL internet access, and long-distance access services throughout Shenandoah County and portions of Rockingham and Augusta Counties, Virginia, and leases fiber optic facilities, throughout the northern Shenandoah Valley of Virginia, northern Virginia and adjacent areas along the Interstate 81 corridor, including portions of West Virginia and Maryland.
 
 
*
A fourth segment, Other, primarily includes Shenandoah Telecommunications Company, the parent holding company, as well as certain general and administrative costs historically charged to Converged Services that cannot be allocated to discontinued operations.
 
During the first quarter of 2012, the Company entered into agreements with Sprint Nextel and Alcatel-Lucent to begin updating the Company’s Wireless network.  The update will use base station equipment to be acquired from Alcatel-Lucent in conjunction with Sprint Nextel’s wireless network upgrade plan known as Network Vision.

 
15

 
During the second quarter of 2012, the Company upgraded its wireless switch and began replacing cell site equipment, completing replacements at ten cell sites.  The Company expects to replace all of its existing cell site equipment by the end of 2013.  The Company has accelerated depreciation on these assets so that net book value at time of trade-in will equal the expected value to be realized upon trade-in.  Depreciation expense for the three months and six months ended June 30, 2012, included approximately $1.8 million and $4.0 million, respectively, of accelerated depreciation on Wireless segment equipment.  The Company expects accelerated depreciation expense in the Wireless segment to remain at similar elevated levels through the remainder of 2012, and at lower but still elevated levels in 2013.  In the three and six months ended June 30, 2012, the Company recognized a favorable one-time adjustment to Wireless segment depreciation expense related to asset retirement obligations it had previously overestimated.  The Company also expects Wireless segment operating expenses to begin to increase in the near future as changes to backhaul arrangements and cell site lease agreements related to the Network Vision upgrade take effect.

In September 2008, the Company announced its intention to sell its Converged Services operation, and the related assets and liabilities were reclassified as held for sale in the consolidated balance sheet and the historical operating results were reclassified as discontinued operations.  Depreciation and amortization on long-lived assets was also discontinued.  During 2009, 2010 and 2011, the Company recorded impairment charges totaling $20.0 million ($12.2 million, net of tax).  Most of the impairment charge was recorded in 2009.

In several transactions during 2011, the Company sold service contracts and related equipment for Converged Services’ properties to third-party purchasers, receiving cash proceeds of $3.0 million (with an additional $2.3 million in proceeds placed in escrow).  The total proceeds approximated the carrying value of the assets sold in each transaction.

During the first quarter of 2012, the Company sold service contracts and related equipment for Converged Services’ properties to third party purchasers, receiving cash proceeds of $1.1 million, with an additional $0.4 million placed in escrow.  The total proceeds approximated the carrying value of the assets sold.

During the second quarter of 2012, the Company sold service contracts and related equipment for Converged Services’ properties to third party purchasers, receiving cash proceeds of $0.3 million, with an additional $0.1 million placed in escrow.  The total proceeds approximated the carrying value of the assets sold.   The Company collected $1.8 million in cash from previously established escrow receivables.

At June 30, 2012, the Company had seven remaining properties. The Company is working with the purchasers and owners of five properties to complete negotiated sale transactions in the next 90 days and is in the process of ending its relationship with the remaining two. No additional impairments are anticipated.

Results of Operations

Three Months Ended June 30, 2012 Compared with the Three Months Ended June 30, 2011

Consolidated Results

The Company’s consolidated results from continuing operations for the second quarters of 2012 and 2011 are summarized as follows:

(in thousands)
 
Three Months Ended
June 30,
   
Change
 
   
2012
   
2011
    $       %  
                           
Operating revenues
  $ 71,378     $ 61,555     $ 9,823       16.0  
Operating expenses
    60,241       53,561       6,680       12.5  
Operating income
    11,137       7,994       3,143       39.3  
                                 
Interest expense
    (1,522 )     (2,846 )     1,324       46.5  
Other income (expense)
    391       166       225       135.5  
Income before taxes
    10,006       5,314       4,692       88.3  
Income tax expense
    4,284       2,276       (2,008 )     (88.2 )
Net income from continuing operations
  $ 5,722     $ 3,038     $ 2,684       88.3  

 
16

 
Operating revenues

For the three months ended June 30, 2012, operating revenues increased $9.8 million, or 16.0%.  Wireless segment revenues increased $6.7 million, cable segment revenues increased $2.2 million, and wireline segment revenues increased $0.9 million after eliminations. Postpaid PCS service revenues increased $3.9 million over the second quarter of 2011, while prepaid PCS service revenues increased $2.5 million.  PCS and cable segment service revenue increases reflect subscriber count increases and increases in revenue per subscriber.  Wireline revenue increases resulted primarily from increases in circuits in service.

Operating expenses

For the three months ended June 30, 2012, operating expenses increased $6.7 million, or 12.5%, compared to the 2011 period.  This increase included $0.7 million of additional depreciation and amortization expense, primarily due to $1.8 million of accelerated depreciation related to the Company’s plans to replace its wireless cell site equipment as part of its involvement in Sprint Nextel’s Network Vision upgrade plan, offset by a favorable one-time adjustment of $0.9 million related to adjustments of asset retirement costs, reflected as a reduction in depreciation expense.  Costs of goods and services increased $4.8 million, due to $1.8 million in additional network and backhaul costs associated with providing wireless data capacity and expanded services in our cable segment, and to increased handset costs in the wireless segment.  Postpaid handset costs increased $1.5 million while prepaid handset subsidies increased $1.0 million in the second quarter of 2012 relative to the second quarter of 2011.  The increase in postpaid handset costs is largely due to the $1.1 million incremental cost of the iPhone, which the Company began selling in the fourth quarter of 2011.  The increase in prepaid handset subsidies is due to an increase in the rate per handset charged by Sprint Nextel.  Increases of $1.1 million in selling, general and administrative expenses largely resulted from increased sales and marketing costs in the Cable segment.

Interest expense

The decrease in interest expense resulted from four factors.  During the second quarter of 2011 the Company recorded $0.6 million in interest expense, representing the change from March 31, 2011, in the fair value of the Company’s interest rate swap contract.  The Company also reversed $0.4 million of interest previously capitalized to plant under construction, increasing interest expense for the second quarter of 2011.  During the second quarter of 2012, the Company’s spread over LIBOR on its debt was reduced by 25 basis points, while the outstanding balance of long-term debt has declined by $19.4 million, contributing to lower interest expense in second quarter 2012 compared to second quarter 2011.

Net income from continuing operations

For the three months ended June 30, 2012, net income from continuing operations increased $2.7 million, reflecting growth in subscriber counts and revenue per subscriber in both the Wireless and Cable segments, increased revenues for fiber and other facilities in the Wireline segment, partially offset by increases in operating expenses incurred in support of this growth and the accelerated depreciation charges associated with the Company’s participation in Sprint Nextel’s wireless network upgrade program known as Network Vision, combined with lower interest expenses.

 
17


Six Months Ended June 30, 2012 Compared with the Six Months Ended June 30, 2011

Consolidated Results

The Company’s consolidated results from continuing operations for the first six months of 2012 and 2011 are summarized as follows:
 
 
(in thousands)
 
Six Months Ended
June 30,
   
Change
 
   
2012
   
2011
    $       %  
                           
Operating revenues
  $ 140,201     $ 121,983     $ 18,218       14.9  
Operating expenses
    120,246       106,898       13,348       12.5  
Operating income
    19,955       15,085       4,870       32.3  
                                 
Interest expense
    (3,317 )     (4,665 )     1,348       28.9  
Other income (expense)
    1,049       259       790       305.4  
Income before taxes
    17,687       10,679       7,008       65.6  
Income tax expense
    7,558       4,581       2,977       65.0  
Net income from continuing operations
  $ 10,129     $ 6,098     $ 4,031       66.1  

Operating revenues

For the six months ended June 30, 2012, operating revenues increased $18.2 million, or 14.9%. The increase was due to $12.9 million in incremental wireless segment revenues, $4.2 million of additional cable segment revenues, and $1.5 million of additional wireline segment revenues.  Postpaid wireless service revenues increased $7.5 million in 2012, while prepaid wireless service revenues increased $5.1 million.  Subscriber count increases and increases in revenue per subscriber each contributed to the increases in cable segment revenues and both categories of wireless segment service revenues.  The increase in wireline revenues resulted primarily from increases in circuits in service.

Operating expenses

For the six months ended June 30, 2012, operating expenses increased $13.3 million, or 12.5%, compared to the 2011 period.  This included an increase of $2.7 million of depreciation and amortization expense, including $3.1 million in accelerated depreciation associated with the planned upgrade of the Company’s wireless cell site network to take advantage of fourth generation technology, net of the $0.9 million adjustment related to asset retirement obligations.  Cost of goods and services increased $7.7 million, principally due to a $4.4 million increase in costs of postpaid handsets and prepaid handset subsidies in our wireless segment, as well as $2.0 million in incremental network and backhaul costs in support of wireless data capacity and expanded services in our cable segment.   Selling, general and administrative expenses increased $2.9 million from the 2011 first six months, including $1.9 million in the wireless segment for sales and marketing costs, and $1.4 million in allocated head count costs in the cable segment.

Interest expense

The decrease in interest expense resulted from four factors.  During the second quarter of 2011 the Company recorded $0.6 million in interest expense, representing the change from March 31, 2011, in the fair value of the Company’s interest rate swap contract.  The Company also reversed $0.4 million of interest previously capitalized to plant under construction, increasing interest expense for the second quarter of 2011.  The terms of the Company’s credit agreement include a reduction in the interest rate margin when the company’s debt to earnings ratio decreases below certain thresholds.  As a result of a decrease in this ratio, during the second quarter of 2012, the Company’s spread over LIBOR on its debt was reduced by 25 basis points. In addition, the outstanding balance of long-term debt has declined by $19.4 million, contributing to lower interest expense in 2012 compared to 2011.
 
Net income from continuing operations

For the six months ended June 30, 2012, net income from continuing operations increased $4.0 million, reflecting growth in subscriber counts and revenue per subscriber in both the Wireless and Cable segments, increased revenues for fiber and other facilities in the Wireline segment, partially offset by increases in operating expenses incurred in support of this growth and the accelerated depreciation charges associated with the Company’s participation in Sprint Nextel’s wireless network upgrade program known as Network Vision, and lower interest expenses.

 
18

 
Wireless

The Company’s Wireless segment provides digital wireless service to a portion of a four-state area covering the region from Harrisburg, York and Altoona, Pennsylvania, to Harrisonburg, Virginia, through Shenandoah Personal Communications Company (“PCS”), a Sprint PCS Affiliate of Sprint Nextel.  This segment also leases land on which it builds Company-owned cell towers, which are leased to affiliated and non-affiliated wireless service providers, throughout the same four-state area described above, through Shenandoah Mobile Company (“Mobile”).

PCS receives revenues from Sprint Nextel for subscribers that obtain service in PCS’s network coverage area.  PCS relies on Sprint Nextel to provide timely, accurate and complete information to record the appropriate revenue for each financial period.  Postpaid revenues received from Sprint Nextel are recorded net of certain fees totaling 20% of net postpaid billed revenue retained by Sprint Nextel.  These fees include an 8% management fee and 12% net service fee.  Sprint Nextel also retains a 6% management fee on prepaid revenues.

The following tables show selected operating statistics of the Wireless segment as of the dates shown:

   
June 30,
   
Dec. 31,
   
June 30,
   
Dec. 31,
 
   
2012
   
2011
   
2011
   
2010
 
                         
Retail PCS Subscribers – Postpaid
    255,025       248,620       240,862       234,809  
Retail PCS Subscribers – Prepaid
    117,070       107,100       91,332       66,956  
PCS Market POPS (000) (1)
    2,408       2,388       2,397       2,337  
PCS Covered POPS (000) (1)
    2,064       2,055       2,114       2,049  
CDMA Base Stations (sites)
    510       509       507       496  
EVDO-enabled sites
    434       433       393       381  
EVDO Covered POPS (000) (1)
    2,036       2,027       2,045       1,981  
Towers
    149       149       149       146  
Non-affiliate cell site leases
    216       219       219       216  

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Gross PCS Subscriber Additions – Postpaid
    16,107       14,673       32,073       30,159  
Net PCS Subscriber Additions – Postpaid
    4,341       3,037       6,405       6,053  
Gross PCS Subscriber Additions – Prepaid
    15,043       22,864       34,407       46,034  
Net PCS Subscriber Additions – Prepaid
    2,686       11,089       9,971       24,376  
PCS Average Monthly Retail Churn % - Postpaid
    1.55 %     1.62 %     1.71 %     1.69 %
PCS Average Monthly Retail Churn % - Prepaid
    3.56 %     4.58 %     3.61 %     4.53 %

1) 
POPS refers to the estimated population of a given geographic area and is based on information purchased from third parties.  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 Company’s network.

 
19

 
Three Months Ended June 30, 2012 Compared with the Three Months Ended June 30, 2011

 
 (in thousands)
 
Three Months Ended
June 30,
   
Change
 
   
2012
   
2011
    $     %  
                           
Segment operating revenues
 
 
   
 
   
 
         
Wireless service revenue
  $ 40,187     $ 33,806     $ 6,381       18.9  
Tower lease revenue
    2,280       2,199       81       3.7  
Equipment revenue
    1,341       1,059       282       26.6  
Other revenue
    455       470       (15 )     (3.2 )
Total segment operating revenues
    44,263       37,534       6,729       17.9  
Segment operating expenses
                               
Cost of goods and services, exclusive of depreciation and amortization shown separately below
    16,917       13,391       3,526       26.3  
Selling, general and administrative, exclusive of depreciation and amortization shown separately below
    8,102       7,651       451       5.9  
Depreciation and amortization
    6,753       6,140       613       10.0  
Total segment operating expenses
    31,772       27,182       4,590       16.9  
Segment operating income
  $ 12,491     $ 10,352     $ 2,139       20.7  

Operating revenues

Wireless service revenue increased $6.4 million, or 18.9%, for the three months ended June 30, 2012, compared to the comparable 2011 period.  Net postpaid service revenues increased $3.9 million, as data fees on smartphones increased $2.2 million in the 2012 period from 2011’s second quarter, while 5.7% growth in quarter-over-quarter average postpaid subscribers added an additional $1.7 million to net postpaid service revenue.  Net prepaid service revenues grew $2.5 million, or nearly 47%, compared to the 2011 second quarter.  Average prepaid subscribers increased 34% in 2012 over 2011, with changes in the mix of subscribers (to those with comparatively higher revenue plans) accounting for the remainder of the increase in prepaid service revenues.

The increase in equipment revenue resulted primarily from $0.2 million in incremental revenue from sales of higher priced iPhones.

Cost of goods and services

Cost of goods and services increased $3.5 million, or 26.3%, in 2012 from the second quarter of 2011.  Postpaid handset costs increased $1.5 million due to the higher subsidy on iPhones, which were not available in early 2011.  Costs of iPhones sold increased $1.1 million over the cost of a comparable quantity of smartphones sold in the second quarter of 2011.   Handset costs associated with prepaid customer acquisitions increased $1.1 million due to higher unit costs charged by Sprint Nextel. Network costs increased $0.8 million for backhaul and rent expenses.  Costs for 4G usage paid through Sprint to Clearwire increased $0.1 million.  Network costs are expected to continue to increase due to the temporary need for redundant backhaul circuits during the implementation of the Network Vision plan, as well as to accommodate the expected increase in data volumes.

Selling, general and administrative

Selling, general and administrative costs increased $0.5 million, or 5.9%, in the second quarter of 2012 over the comparable 2011 period.  Costs charged by Sprint Nextel for support of the existing prepaid subscriber base increased $0.3 million primarily as a result of the growth in prepaid subscribers. The remainder of the increase related to advertising and commission expenses associated with postpaid activities, which increased $0.2 million.

 
20

 
Depreciation and amortization

Depreciation and amortization increased $0.6 million in 2012 over the 2011 second quarter, due to recording $1.8 million of accelerated depreciation on existing assets that will be replaced during Network Vision upgrades. The accelerated depreciation was partially offset by a one-time favorable adjustment of $0.9 million to depreciation related to asset retirement obligations associated with the upgrades. There was a $0.3 million decrease in amortization of the initial purchase cost of prepaid customers acquired in July 2010, which decreases each month in relation to churn in the initial customer base.  Network Vision-related accelerated depreciation expenses will remain at similarly elevated levels through 2012, and will remain elevated, though at a lower level, in 2013, when the Company expects to have completely replaced the existing equipment.

Six Months Ended June 30, 2012 Compared with the Six Months Ended June 30, 2011

 
(in thousands)
 
Six Months Ended
June 30,
   
Change
 
   
2012
   
2011
    $       %  
                           
Segment operating revenues
 
 
   
 
   
 
         
Wireless service revenue
  $ 78,589     $ 66,010     $ 12,579       19.1  
Tower lease revenue
    4,530       4,375       155       3.5  
Equipment revenue
    2,871       2,628       243       9.2  
Other revenue
    941       989       (48 )     (4.9 )
Total segment operating revenues
    86,931       74,002       12,929       17.5  
Segment operating expenses
                               
Cost of goods and services, exclusive of depreciation and amortization shown separately below
    33,310       27,004       6,306       23.4  
Selling, general and administrative, exclusive of depreciation and amortization shown separately below
    16,096       14,197       1,899       13.4  
Depreciation and amortization
    14,510       12,374       2,136       17.3  
Total segment operating expenses
    63,916       53,575       10,341       19.3  
Segment operating income
  $ 23,015     $ 20,427     $ 2,588       12.7  

Operating revenues

Wireless service revenue increased $12.6 million, or 19.1%, for the six months ended June 30, 2012, compared to the comparable 2011 period.  Net postpaid service revenues increased $7.5 million, as data fees on smartphones increased $4.5 million in 2012 from the first half 2011, while 5.7% growth in period-over-period average postpaid subscribers added an additional $3.0 million to net postpaid service revenue.  Net prepaid service revenues grew $5.1 million, or nearly 52%, compared to the six months ended June 30, 2011.  Average prepaid subscribers increased 42% in 2012 over 2011, with changes in the mix of subscribers accounting for the remainder of the increase in prepaid service revenues.

The increase in tower lease revenue resulted primarily from scheduled escalations in revenue streams.

The increase in equipment revenue resulted primarily from the incremental revenue from iPhones sold, which generated an additional approximately $55 per handset relative to other smartphones.

Cost of goods and services

Cost of goods and services increased $6.3 million, or 23.4%, in 2012 from the first half of 2011.  Postpaid handset costs increased $2.5 million due to the higher cost of iPhones, which were not available in early 2011.  Handset costs associated with prepaid customer acquisitions increased $2.0 million due to higher unit costs charged by Sprint Nextel. Network costs increased $1.5 million due to additional costs of backhaul and rent expense. Costs for 4G Wimax usage paid through Sprint to Clearwire increased $0.3 million.  Network costs are expected to continue to increase due to the temporary need for redundant backhaul circuits during the implementation of the Network Vision plan, as well as to accommodate the expected increase in data volumes.

 
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Selling, general and administrative

Selling, general and administrative costs increased $1.9 million, or 13.4%, in the first six months of 2012 over the comparable 2011 period.  Costs charged by Sprint Nextel for support of the existing prepaid subscriber base increased $1.0 million primarily as a result of the growth in prepaid subscribers. The remaining $0.8 million increase related to advertising and commissions expense associated with postpaid activities.

Depreciation and amortization

Depreciation and amortization increased $2.1 million in 2012 over the 2011 first half, due to $4.0 million of accelerated depreciation on existing assets that will be replaced during Network Vision upgrades, partially offset by a $0.9 million one-time adjustment of depreciation expense related to asset retirement costs and by a $0.7 million decrease in amortization of the initial purchase cost of acquired prepaid customers, which decreases each month in relation to churn in the initial customer base.  Network Vision-related accelerated depreciation expenses will remain at similarly elevated levels through 2012, and will remain elevated, though at a lower level, in 2013.

Cable

The Cable segment provides analog, digital and high-definition television service under franchise agreements in Virginia, West Virginia and Maryland, as well as internet and voice services in these markets.

The Company has been upgrading its cable systems since early 2009, and by December 2010 had completed upgrades to the systems acquired in late 2008, and as of June 30, 2012, has completed all but one of the upgrades to markets acquired in 2010.  Upgrades in this remaining market, passing approximately 10 thousand homes, are underway and expected to be completed in the second half of 2012.  The Company has rolled out expanded video, internet and voice services to markets as upgrades have been completed.

 
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The following table shows selected operating statistics of the Cable segment as of the dates shown:
 
   
June 30,
 2012
   
Dec. 31,
2011
   
June 30,
2011
   
Dec. 31,
2010
 
                         
Homes Passed (1)
    183,190       182,156     180,050    
178,763
 
Customer Relationships (2)
                           
Video customers
    60,635       62,835       63,445       65,138  
Non-video customers
    14,091       12,513       10,476       9,074  
Total customer relationships
    74,726       75,348       73,921       74,212  
Video
                               
Revenue generating units (3)
    62,737       64,979       65,870       67,235  
Penetration (4)
    34.2 %     35.7 %     36.6 %     37.6 %
Digital video revenue generating units (5)
    24,532       25,357       23,666       22,855  
Digital video penetration (5)
    39.1 %     39.0 %     35.9 %     34.0 %
High-speed Internet
                               
Available Homes (6)
    157,153       156,119       150,623       144,099  
Revenue generating units (3)
    38,623       37,021       33,680       31,832  
Penetration (4)
    24.6 %     23.7 %     22.4 %     22.1 %
Voice