Good morning everyone and welcome to the Shenandoah Telecommunications’ second quarter of 2012 earnings conference call. Today's conference is being recorded. At this time, I would now like to turn the conference over to Ms. Adele Skolits, CFO. Please go ahead, Ma’am.

Good morning and thank you for joining us. The purpose of today’s call is to review Shentel’s results for the quarter ended June 30, 2012. Our results were announced in a press release distributed this morning and the presentation we’ll be reviewing is included on our website at www.shentel.com. Please note that a replay of the call will be made available later today. The details were set forth in the press release announcing this call. With us on the call today are Christopher French, our President and Chief Executive Officer and Earle MacKenzie, our Executive Vice President and Chief Operating Officer. After our prepared remarks, we will conduct a question-and-answer session. I’ll begin with Slide 2 of the presentation. While we don’t provide guidance with respect to specific future financial results, we caution that this call may contain forward-looking statements, which involve a number of known and unknown risks and uncertainties. These may cause our actual results to differ materially from these statements. Shentel provides a detailed discussion of our various risk factors in our SEC filings, which you’re strongly encouraged to review. You’re cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement. Also, in an effort to provide useful information to investors, we note on Slide 3 that our comments today include non-GAAP financial measures. Details on these measures, including why we use them and reconciliations to the most comparable GAAP measures are included in our SEC filings. I’ll turn the call over to Chris now.

Thank you, Adele. We appreciate everyone joining us this morning. I’m pleased to report another quarter of strong improvement in our financial results. Revenue growth again led the way with customer growth and demand for additional data services making important contributions. Our Network Vision project to transition the 4G LTE continued in the second quarter as we began installing base stations to replace existing 3G cell sites. Financial highlights are shown on slide five. Net income was $5.6 million for the quarter, up 86% from the second quarter of 2011. Net income from continuing operations was similar due to their only being a small portion remaining of our old converted services business. The earnings improvement was driven by a $9.8 million increase in revenues. Adjusted operating income before depreciation and amortization was up $3.9 million over the second quarter of 2011, an increase of 17%. Moving to Slide 6, revenues reached $71.4 million, an increase of almost 16% over second quarter of 2011. Wireless customer growth and RGU growth in the Cable segment drove the revenue increase. We continued our streak of quarterly positive net adds and wireless ending the quarter with just over 372,000 postpaid and prepaid subscribers. While our cable segment had a seasonal loss of RGUs for the quarter, at quarter's end we had approximately 137,000 RGUs, an increase of 4.6% over second quarter 2011's ending number. Growth in average billings per customer in the Cable segment and in particularly in the Wireless segment also contributed significantly to the revenue growth. Specific Wireless segment highlights are shown on slide 7. We again had positive net wireless additions in both our postpaid and prepaid services with the number of total customers up nearly 4.6% over the yearend 2011 number and 12% higher than second quarter 2011. We added 4341 net postpaid customers during the quarter reaching a total of approximately 255,000. Prepaid customers grew by 2686 in the second quarter to a total of just over 117000. Continued prepaid growth was helped by churn of just 3.56% this quarter related to 4.58% for the second quarter of 2011. Customer and revenue growth contributed to an increase of operating income in the Wireless segment of $2.1 million over the second quarter of 2011. Cable segment highlights are shown on slide eight. We experienced a 2,547 decrease in cable segment RGUs in this quarter attributed to seasonal disconnects in the college communities we serve, but total RGUs ended the quarter 4.6% higher than the second quarter of 2011. We now have a total of approximately 137,000 cable segment RGUs. The upgrades of the cable systems acquired in 2010 are nearing completion with the last system upgrade currently underway and expected to be completed later this year. I will now turn the call back to Adele to review the details of our financial results.

Thank you, Chris. OIBDA for Q2 ‘12 was $26.9 million or up $3.9 million from Q2 ‘11. In order to better understand the forces driving this change I've provided the OIBDA results by segment on slide 11. This table shows the individual operating segments contribution to the consolidated financial results. Wireless OIBDA has grown by 17% and cable results have improved by 71%. The slight improvement in Wireline financial results was driven primarily by additional sales of fiber facilities. I will review the Wireless and Cable improvements in greater depth on the next two slides. On slide 12 I have analyzed the changes in the Wireless OIBDA results between Q2 ‘11 and Q2 2012. Postpaid billing rates are up over 6.3% during this period while customers have grown by 5.7%. The growth in billing rates includes the growth in the number of customers who are paying the $10 per month smartphone fee. As a result postpaid revenues are up $3.9 million between Q2 ‘11 and Q2 ‘12. In addition prepaid revenues grew by $2.5 million related primarily to growth in average prepaid customers of 33.9%. Customers increased data usages drove the need for increases in the data capacity of the network requiring additional backhaul from the cell sites to our switch. As a result, network operating costs increased by $900,000. Conspicuous by its absence, is any significant change in depreciation between Q2 2011 and Q2 2012. While we continue to accelerate depreciation and record incremental depreciation related to our 3G network, this increase was all, but offset by a favorable net adjustment of $850,000 relating to asset retirement obligations on our 3G assets. This adjustment resulted from reducing the outstanding balance in the obligation to the amount we expect to incur to retire these 3G assets, net of a reduction…

Thanks Adele. I'll start my presentation on slide 15. In the second quarter, we had strong postpaid gross and net adds ending the quarter with 255,000 postpaid customers. This is a 6% increase from June 30, 2011 and a 2.6% increase since the beginning of the year. On slide 16 are the gross and net postpaid adds for the second quarter of 2011 and 2012, a 10% increase in gross additions to 16,107, coupled with a decrease in the second quarter churn on 1.62 in 2011 to 1.55% in 2012 resulted in net postpaid adds of 4,341. We did see an increase in the number of iDEN conversions from 9% of gross adds in the second quarter of 2011 to 27% of gross adds in second quarter 2012. We had a similar uptick in iDEN conversions in the first quarter of 2012 with 18% of gross adds compared with 10% iDEN conversions in the first quarter of 2011. We do not have visibility into the number of iDEN customers that still remain in our service area. So we are unable to predict the number of additional iDEN customers that can be added. As shown on slide 17, we continue to see a significant increase in average gross billed revenue per postpaid user. The average in the second quarter of 2012 was $60.68, a $3.62 or 6.3% increase from the second quarter of 2011. The $3.96 increase in the data component is driven by the $10 per month surcharge on all smartphones after January 2011 and a continued mix of higher ARPU price plans. We believe that there will be continued upward movement in average gross billed revenue due to the $10 surcharge. But the pace may slow as we have fewer customers getting a smartphone for the first time. As…

This concludes our prepared remarks, Stephanie would you please share the instructions for posing a question at this time.

(Operator Instructions) We will go first to Ric Prentiss of Raymond James. Your line is open.

A couple of questions; first on the iPhone, what percent of your iPhone sales were customers that are new to you guys?

Hold on just a second, I have that number. In the first quarter, it was about 45%, I mean in the second quarter it was up 45% of iPhones were new.

And a lot of people have been watching what percentage of the base upgrading phones in a quarter of the postpaid base, do you have that number for the second quarter and may be some of the last couple of quarters prior to what percent of postpaid base were upgrading their phones?

It’s still approximately 5% of our base a quarter.

And no real swings in the first or second quarter out of that norm area?

No

And on the project Vision, Earle you just mentioned you have done 18 base stations, but expected to ramp quickly; what’s kind of the gating factor; is it backhaul, is it, Sprint actually do they [hit birds] in some of their cell sites that were slowing them down, (inaudible) were a bit active, as you think about ramping up to try and hit the 274 at year end, what’s going to possibly slow you down and where are you at?

At this point we have crews in place and have gotten the site work done that we expect that we can do two to three new sites a day going forward. We got a much later start than Sprint did as far as starting our planning and putting everything in place, but we have closed that gap very quickly; I would say that probably the thing that is the most stating at this point is the availability of equipment and not so much equipment from Lucent, but the particular piece parts that Lucent has sourced for various different suppliers; we had to get ramped up to get inventory heading to our location and that has now happened in the last 60 days. And so I think you will see when we announce at the end of the third quarter, we are going to probably add somewhere in the range of 50 plus sites a month going forward.

Our next question comes from Barry Sine of Drexel Hamilton. Your line is open.

I wanted to zero in on the cable RGU number; you are nearing the finish line on all of the upgrades and particularly on the video side, that number continues to decline which I find a little surprising, but your video product today is much improved versus what you had before you bought the plant. And then obviously we have other factors, video substitution for internet video and then you have the NFL factor with DirecTV in your market. Could you give us a kind of an overview of what you expect in terms of cable RGUs and in particular the video RGUs?

Barry this is Earle. As we’ve said before and the numbers have kind of held is for every one new video RGU we are getting two voice and four data, so there has been a particular strong demand for our voice and data. We have two different competitors, our competitor for voice and data is the telephone company which is using primary DSL and in most cases is offering three, sometimes 5 meg in most of our service areas. So having launched 25 meg, we have a significant difference between what our competitors are offering. On the video side, the cable companies, I mean the satellite companies were very well entrenched when we got there and they offer a very robust line-up and so what we're finding is to try to convert just a video customer is very difficult, because many of them are under contract. They also can offer a much more robust sports programming than we can afford to put in to our tiers. And so you know we continue to work at that, but I think we will make our gains will be in the bundling as we continue to gain the customers confidence, show them that we can provide a consistent product and move forward. But the industry as a total is seeing a shrinking in video, so you know, that trend is something that we’re observing closely with all other cable providers, but feel that we can ultimately increase our penetration; it will just be slower than the other two.

Okay, and then shifting question on the iPhone; is there anything in your agreement with Apple, the talks are, I guess with Sprint your case, the talks about whether you would or would not receive any new handsets on a timely manner in the same fashion that Sprint would get them or would you have delays or would you have quantity issues in terms of how many handsets; anything on the agreement on that?

Nothing specific Barry; our relationship with Sprint has always been that they treat us basically like they do their other company stores. If they make a decision to launch first in their company stores, we are included in that. If they make a decision to launch phone first to the national retailer, that's the same case for us. As far as allocation, they allocate based on us being just one of their many stores, so we don't get a higher or a lower percentage of allocation, we get our pro-rata share based on the size of our markets. And I see no reason on any new phone, whether its iPhone or any other phone that that would change.

And my last question is also related to Sprint. You probably saw after TELUS’ results where they talked about data resets coming out of Sprint in terms of the rates. There were some concern among investors; I believe you are on a very, very different type of agreement with Sprint, so you wouldn't be affected, but I just wanted to ask the question?

No, as you said we are under a very different agreement. Our agreement is very straightforward. Sprint keeps 20% of gross build revenue. We get 80%. So as our revenues go up, our dollar, Sprint is retaining $0.20 of that, we are retaining $0.80 of that. There is no reset of that, other than the fact that we did announced that in July of next year the net service fee feeling can go up 2% so in maximum book 22% of revenue could be retained by Sprint, but that's the only change that can happen by contract between now and 2024.

What would drive a possible increase in their metrics that they would point to determine whether it’s one or two or zero?

Basically, we go back to the pre-2006 period where we were settling all of the 120 different variables from long distance to billing costs to customer service costs. They monitor those and we look at the balance of trade between the two companies because obviously their customers are traveling on us, we travel on them as a number of things go back and forth. If that balance of trade changes by more than 2%, then they can raise it up to 2%. If that balance of trade changes 1% then they can change it 1% and they can look at that every year between now and 2024. So if the balance of trade show that the rate would go up a point, but two years from now something changes and the balance of trade goes the other way then that net service fee could actually be reduced.

Our next question comes from Greg Burns of Sidoti & Company. Greg Burns - Sidoti & Company: Good morning, just had a question on the credit issues you're having on the cable side of the business, could you just give us a little more color on that and maybe, the change in your credit policy, does that change in any way the growth of that business?

What we are seeing on the bad debt is primarily video only customers that have – where we have seen that. I won’t say it's a 100% bad, but primarily where we have seen that are video only customers. What we don't know to be very honest whether these are customers who are going to our competitor and basically just stepping us or if they truly are bad debt and unable to pay. If it's the latter, it’s a very good chance. At some point in time they will come back by paying their bill and reinstating their service. But what we have done and we've looking at this over several quarters is that we felt likely we had better information now and upgrading all of our systems it was time for us to tighten up our credit. We have seen some contraction in gross adds, but how we have countered that is we have added more distribution. So we may be knocking on more doors to get the same number, but we are not seeing a reduction in our gross as much it is it takes a little more effort to get the same number of gross. Greg Burns - Sidoti & Company: Okay. And then in terms of the cable margins look like they were at the highest level and probably over a year, so outside of the kind of the one-time weather issues you had this quarter, is there any reason those should not continue to improve from the current levels. Is there anything that’s going to be luring in that will trim margins going forward.

There are no specific significant expense increases aside from accommodating the increased capacity particularly with respect to backhaul for high speed customers, but if you no doubt know, we paid $0.50 on the dollar for content in the video arena. The margins on voice particularly for a telephone company operator like us are quite rich and high speed data not quite so rich as voice perhaps, but also more like 80% gross margin in that business. So to the extent that we are adding customers in those higher margin businesses with those higher margin products. Rather you can expect to see that continue to grow and obviously as our penetration improves, the fixed cost associated with building into (inaudible) support this compensative for more heavily.

We expect there will be ongoing increases in programming. That’s been very well documented unfortunately. But we are expecting and having our plans to continue to increase price to our consumers on the video product in order to be able to cover those increase in programming. So the margins, there is no reason to believe that the margins can’t continue at the same level and continue to actually improve.

And we're actually showing the retrans cost separately on the billed now.

That was a change we made. I am not sure if we shared that on previous call or not, but that’s a change we actually made before actually in the fourth quarter in anticipation of significant increases in the retrans. As we now broken out the retrans but the fees that we were paying to the broadcasters to carry the broadcast channel as a separate line on bill and the customers paying dollar for dollar exactly what we are being charged and so by market that retrans is different and the customer is seeing right on the bill exactly what they're paying for ABC, CBS. We don’t break it down by the various, but in total they know what they're paying for the four broadcast networks and so that’s a way that we’ve been able to improve our margins rather than just having that as part of the overall cost. We’re breaking it out as a separate charge on the customer still. Greg Burns - Sidoti & Company: And then just lastly back to the Sprint net service fees. I didn’t catch when those, what's the timing of the potential reset is it end of the year so I mean kind of reset would hit in the first quarter?

No, it's at the end of the second quarter of next year.

Our next question is a follow-up from Ric Prentiss from Raymond James. Your line is open.

Couple of follow-up questions. First, the item percent of the gross adds I am pretty worried obviously. I assume you do not count those people that come in as iDEN customers in the upgrades, if they weren’t really your customers before?

We look at an iDEN customer really as if it was the same as a Verizon or an AT&T customer. We had no relationships with that customer before. When they sign up for service, we actually port them in just like we port in any other customer and our cost, if they’re getting a bone from us, you know, the cost of the phone is included in the cost of goods sold. We really don’t look at that as an upgrade. We look at it as a new customer because for us it is a new customer. Obviously that’s very different for Sprint because it goes from one pocket to the other but for us it really is looked as a completely new relationship.

Now when you announced new agreement with Sprint to do the LTE vision project, there was, there is going to be cost to move iDEN customers over to you I think. You're not having to pay that fee as customers are coming on today. When would you have to pay that fee?

You are correct in our contract it states that if Sprint delivers us a customer, a postpaid customer with an upgraded phone we pay them 350, if they deliver us a prepaid with an upgraded phone we pay 150. To-date none of the postpaid customers that we have received or have signed up have come through that process. They actually don't have a schedule to be in their formal process to contact the customer and upgrade them and move them over until the fourth quarter. So if they are still iDEN customers and unfortunately we don't have good visibility to the numbers that are still in the marketplace, but assuming there are iDEN customers still on the network in our area in the fourth quarter and Sprint contacts them and does the heavy lifting of giving them to sign a two year contract and gives them a new phone then we will pay Sprint 350 for each one of those customers. What we are seeing now is customers on their own are looking for an alternative and they are coming to us. We are signing them up under our normal acquisition process. We are incurring the cost of the phone and therefore there's no need for us to paying Sprint. And that was clearly outlined and discussed with Sprint as part of the negotiations, so this is not something that we will come back to be an issue that we have to discuss in the future.

And when you say fourth quarter that beginning of that like October 1 or is that?

We don't really know exactly what it is, they have just informed us. They still have millions of customers that they are working with. They have just informed us that they plan to start actively and I use the word marketing, actively marketing in our footprint during the fourth quarter. So I really don't know if that's October or December. Greg Burns - Sidoti & Company: And then I know you haven't done many Vision base stations yet, but Sprint had mentioned that as they have been adding Vision base stations they have seen an increase of north of 10% I think almost 10% to 20% volume on those new base stations, as soon as they put them in, implying that roaming, and network roaming will be reduced. Have you seen any anecdotal evidence that as you are putting in base stations more traffic will be in those base stations?

The answer is no, we haven't, actually our thoughts are if there is increase usage, it could be because we purposely did not add or have not added a lot of the old 3G carriers, because they basically would have been thrown away and so we have been monitoring our sites very carefully and trying to be very judicious in adding new 3G carriers to the old base stations. And so what we actually anticipate, but once again, I don't have enough information is that we may see additional volume simply because there could have been some blockage of 3G usage simply because it wasn’t enough capacity prior to upgrading the site; and upgrading the size we are going to add significant or adequate 3G capacity in addition to putting an LTE so that our customers can have a good experience.

And then eventually you will get the lower frequency in there as well?

Well, yes, actually we – they have already harvested one carrier of 800 that they have given us that we are putting in as we are upgrading, but that one carrier is being used for voice at 800 and when they turn off the iDEN network then they will harvest the remainder of the 800 and the remainder of the 800 is planned to be used for LTE.

And then a last question on the CapEx side; you said you would update the better view at the end of the third quarter; does that meant to be more of a better view on the cable upgrade because of the storm or is that meant to be that the Vision might slip a bit; just trying to gauge the CapEx spending impact on those?

The answer is, it could be both of them. We are very optimistic now, but as you said, we’ve only done 18 sites and we’ve 274 plans, the next 90 days are very critical for us in exactly being able to pace how quickly Lucent can solve these base station. The other issue is, a good portion of our CapEx is for CPE, on the cable side, so if we don’t see the growth that we’re anticipating in the last half of the year then we could be under budget as far as the amount of CPE that we think we’re going to need to purchase for our customers. And then the last one as you pointed out, it’s a big project for us doing fiber to the home to 10,000 homes; we are very, very dependent right now on the electric companies and the phone companies being able to get their poles ready for us to do our work and the devastation in West Virginia was just incredible, transmission towers crumbled, if you hadn’t seen pictures of it, I mean it was very, very severe and so we understand, the phone companies and the electric companies not being disagreeable, it’s just that they are not allowed to do there, but they are working with us and we are optimistic that we are going to be able to stay on target.

Thank you for participating. Please let me know if there are additional details you would like on further calls, my contact information was provided in the press release.

And again, ladies and gentlemen this concludes today’s conference. We thank you for your participation. You may now disconnect and have a wonderful day.