Good day, ladies and gentlemen, and welcome to the Shenandoah Telecommunications Second Quarter Earnings Conference. [Operator Instructions]. I would now like to introduce your host for today's conference, Adele Skolits, CFO. Please go ahead.

Good morning and thank you for joining us. The purpose of today’s call is to review Shentel’s results for the quarter and year ended June 30, 2013. Our results were announced in a press release distributed this morning and the presentation we’ll be reviewing is included on the investor page at our website at www.shentel.com. For those of you participating via the web, the slides will be advanced automatically. Please note that an audio 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'll conduct a question-and-answer session. As always, let me refer you to slide three of the presentation which contains our Safe Harbor disclaimer and remind you that this conference call may include forward-looking statements subject to certain risks and uncertainties. These may cause our actual results to differ materially from these statements. Shentel provides a detailed discussion of 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 three 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. These reconciliations are also provided in an appendix to today's slide presentation. I'll turn the call over to Chris now.

Thank you, Adele. We appreciate everyone joining us this morning. The second quarter demonstrated strong financial performance, particularly in our postpaid, wireless and cable segments, and continued progress towards the completion of our 4G wireless network by the end of this year. On slide five you'll see the net income increase 41%, reaching $7.8 million compared to just under $5.6 million in the prior year. Revenues were $77.5 million in the second quarter, growing by 8.5%. Revenues increased as a results of wireless subscriber growth and the increased fees for data usage on smartphones. Additionally, cable segment revenues increased related to an increase in RGU count and higher monthly revenue per customer. Turning to slide six, we again had positive net wireless additions in our postpaid services with the number of total postpaid customers up nearly 1.3% over the yearend 2012 number and 4.4% higher than the second quarter 2012. We added 2,340 net postpaid customers during the quarter, reaching a total of $266,297. While year over year we saw a 12.12% increase in prepaid customers, for the quarter we experienced a net decline of $3,032 due to more stringent requirements for eligibility for the government-subsidized insurance program. Nonetheless, strong year-over-year customer and revenue growth led to a 20.6% increase in operating income for the wireless segment. At the end of the second quarter, 85% of our covered pops had access to our 4G LTE service and we remain on track to complete the remainder of our network by yearend. Cable segment highlights are shown on slide seven, all upgrades to the cable systems acquired in 2010 has been completed, [though fiber jobs] will continue to be installed throughout the rest of the year. Cable segment operating revenues increased 6% from second quarter 2012. Consistent with cable industry trends and…

Thank you, Chris. I'll begin on slide 11. On this slide you that both operating income and net income for 2Q '13 had strong increases compared to the same quarter of 2012. Operating income increased over 30%, reaching $14.5 million. Net income for the quarter was $7.8 million, an increase of 41% over 2Q '12. Earnings per basic and diluted share for 2Q '13 was $0.33, up from $0.23 in the prior year. Looking at slide 12, adjusted operating income before depreciation and amortization or OIBDA for Q2 '13 was $31.3 million, up $2.8 million or almost 10% from Q2 '12. In order to better understand the force that's driving this growth, I've provided the OIBDA results by segment on slide 13. What you see from this table is that adjusted wireless OIBDA has grown by 9.5% and cable results have improved by more than 4%. So wireline segment's results is up 8.6% over Q2 '12 since the growth in fiber sales and retail rates is offsetting the loss of long-distance carrier access billings and the modest loss of wireline retail customers. I'll next go into the wireless and cable OIBDA changes in depth. On slide 14 I've analyzed the changes in the wireless OIBDA results between Q2 '12 and Q2 '13. Postpaid revenues continued to grow, increasing by $3.4 million as a result of the growth in our customer base and growth in data billing rates, the $10 smartphone fee we billed to 65% of our postpaid customer base in June 2013, up from 48% during June of 2012. In addition, the average number of postpaid customers in Q2 '13 was 4.6% greater than Q2 '12. Prepaid revenues grew by $2.8 million, primarily due to growth in the average number of prepaid customers of more than 15%, and the…

Thank you, Adele. Good morning everyone. I'm pleased to share with you additional positive details on the progress of our Network Vision project. I'm extremely proud of our team. As shown on slide 19, we currently have completed leasing and zoning on 501 of the 525 sites we are targeting for yearend. Construction has completed on 458 sites. We've launched 4G LTE on 394 sites and 800 megahertz voice on 404 sites. With this progress, 88% of our covered pops now have LTE or 800 megahertz voice service available. We remain on track to budget and we'll complete the project well before yearend, except for a handful of sites that will be delayed into next year by zoning or the need to move to a different tower. These last few sites will have minimal impact on our customers. Although the customers have been enjoying the benefits of LTE and 800 voice as we turn down each site, we plan to launch our local campaign to turn down our service in August. Slide 20 shows the continued growth of postpaid customers at the end of 2011. We ended the second quarter with 266,297 postpaid customers, an increase of approximately 4.4% in the past year. At June we had 397,669 combined postpaid and prepaid customers which is 19.3% of covered pops. I'll not spend time this quarter detailing top service plans, top devices and iPhone statistics, but we have made this information available in the appendix. Slide 21 provides more details on postpaid customer activity in the second quarter compared to last year. We added 2,340 net adds on gross additions of 15,184. Churn was virtually flat at 1.62%. We did see an increase in sales through non-Shentel controlled channels which includes the web. 5.9% of our postpaid base upgraded their phones…

That concludes our prepared remarks. [Danielle], would you review the instructions for posing a question at this point?

Thank you. [Operator Instructions]. And our first question comes from Ric Prentiss from Raymond James. Please go ahead. Charlie Castillo – Raymond James: Hey, it's actually Charlie sitting in for Ric. Thanks for taking the call. Sprint on their call had said that the June 30 IDEN shutdown would actually have a negative impact on CDMA churn in second half '13 due to enterprise customers who had mixed the CDMA and IDEN accounts, taking off their CDMA accounts as they migrate to other carriers. Do you think you'll have much impact from that in your region?

Charlie, this is Earle. I don't believe so. We have, you know, don't have a lot of the mega IDEN customers that Sprint was referring to. In our case, I think we feel pretty confident that the conversion has been pretty clean and shouldn't have much of an impact on us. Charlie Castillo – Raymond James: Okay. And also in regards to Sprint, they made it sound like they won't really push hard in terms of marketing on a national level until maybe 2014 when their 4G network is more fully deployed. Again do you think that'll be much of an impact on your own second half '13 numbers?

Obviously we would like to have the national support of the rollout of LTE. We are significantly ahead of kind of Sprint in total, and that's the reason why we've decided to go ahead and launch our own local campaign which I think will be effective. But I don't believe that it will have a significant impact on our second quarter numbers the fact that they're not doing something nationally. Charlie Castillo – Raymond James: Okay, guys. Thanks for taking the questions.

No problem.

Thank you. And our next question comes from Barry Sine from Drexler Hamilton. Please go ahead. Barry Sine – Drexel Hamilton: Good morning folks. A couple of questions if you don't mind. First of all, on the prepaid, the I guess Obama phone roll-off. Is that something that's still ongoing? Might we see an impact on that into the third and even the fourth quarter? Or is that process pretty much wrapped up now?

Barry, this is Earle. Our understanding is that it is substantially finished at this point but that, you know, I can't tell you that there won't be additional impact. But as I mentioned in my prepared remarks, we've lost over 12,000 phones in the first half of the year and still ended up with net positive numbers. So I think the impact on the third and fourth quarters should be fairly small. Barry Sine – Drexel Hamilton: So if I take that 12,000 impact out and look at the numbers that way, that's probably a better sense of what the underlying business is doing as a basis for modeling out 3Q and 4Q?

Yes. But remember, the first quarter of the year is always the strongest quarter for prepaid, so I wouldn't want to just annualize that number because I think that may overstate the expectations at the second half of the year. Barry Sine – Drexel Hamilton: Okay. And also on wireless, in the appendix, the slides where you talk about some of the iPhone metrics, was a little surprised that the newest model, the iPhone 5, is such a small percent of the iPhone adds. I think it was 20%. Why -- and that's the only iPhone model that is 4G LTE capable. Why do you think that is and what implications does that have for your LTE and what changes might you make going forward to try and get customers to put more phones under your LTE network?

Well, you asked a lot of questions there in one question. I'll try to answer them all. If I missed something, just repeat them. As far as the iPhone 5 versus the 4, I think what we're seeing is that our customer base is price-conscious and the fact that they're able to buy the iPhone 4 at a significant discount to an iPhone 5 is part of that. The numbers that you're seeing there at the bottom though, just to make sure that you're clear, that's the base. That's not what we sold in the quarter. That's the entire iPhone base that we have. So obviously we've been selling 4's and 4S's for a lot longer than we have 5's. But -- so that predominant number of iPhones that were sold in the second quarter were the iPhone 5's. So we're continuing to move customers towards an LTE phone. We also, you didn't ask but I'll kind of add, we had a significant base of 4G WiMAX phones in our customer base. And we've been working with those customers and part of the upgrades that we've been doing is migrating those customers from the WiMAX to the LTE phones, because obviously if they bought a WiMAX phone, they probably are a higher data user than others. So we're making that effort. At this point, Barry, I don't have the numbers right in front of me, but I believe that we have about 55,000 to 60,000 of the phones that we have in our network on the postpaid side are LTE-capable phones. Barry Sine – Drexel Hamilton: Okay, that's helpful. And then shifting gears over to the cable segment and specifically on video. If I think about kind of the strategy you talked about when you got into acquiring these properties, they were in pretty significant need of upgrade. Are they now all state-of-the-art digital video and video recorders and so on? You started out of a pretty low penetration, it doesn't seem like the needle is moving that quickly. You've already rebranded now. You've talked about in the call about some new market efforts. Where are we in kind of that upgrade cycle? And then also on the discussion of factors impacting video subscribers, in the past the fall seems to be a difficult time, obviously with the NFL season and then satellite having the NFL Sunday ticket, you don't. So, a lot of questions again.

Once again you've asked a lot of questions. I will try to answer them. As far as where we are in kind of the process, we are finished the physical upgrade, we have launched the new brand. We continue to do market research and surveying our customers. The good news is that we now have over 80% name recognition within our service areas. So, you know, and two years ago that was in the 40s. So we've doubled the name recognition, which obviously they're not going to buy from you if you don't -- they don't know your name. What we are finding though as we continue to do our market research is just the inertia of getting people to shift has been more difficult than we anticipated. You know, we are continuing to aggressively market. We're continuing to point out very specifically the advantages of our broadband and voice compared to the telephone company. And in that area, you know, I think we are making very good strides towards the industry averages. But remember, the industry has been offering voice and broadband for well over a decade, almost two decades; our system start-out was zero. And so we've had to move that needle quite a bit. On the video, we continue to struggle to take share from the satellite guys. They have an attractive offering. They do have the NFL tickets. We do believe that our digital conversion is going to help us. When you are looking at a digital -- at our signal over -- on a digital television but you have an analog service, it's not that appealing as it would be as you would get from the satellite. So as we are upgrading all of our customers or moving our customers towards that digital signal, I think they're going to get an improved experience. The other thing that we will be launching here in the third quarter is we're launching a multi-room DDR which will allow us to have, you know, once again close the gap between ourselves and the satellite guys as far as the expanded services that we offer to customers. So we are very aggressive in trying to stem the loss of video customers and turn that around, but continue to see very promising results in our broadband and voice.

And Barry, I would add to that, obviously in Q3 we would see the college customers moving back in. Barry Sine – Drexel Hamilton: Okay. And then -- thank you, Adele. My last question just relates to your capital structure. If I think back prior to your getting into the cable business and then prior to the significant capital program for the 4G LTE upgrade, if anything, I would say you were pretty well under-leveraged. You've addressed that, you've made some very attractive investments, now you'll put some leverage on. But as you talk about, if I look at the outlook for capital spending going forward with those programs winding down, that probably declines pretty significantly, it probably becomes a very, very significant free cash flow generator again and get leverage worked down. If you get too under-leveraged, that's not to the benefit of equity shareholders. So again, I know, a lot of questions, Earle, but how do you kind of think about leverage and the right way to leverage and keeping that leverage ratio high enough so that it boosts equity returns?

Well, Barry, you may recall that in the third quarter of last year we restructured our existing debt deal. And part of that restructuring was two years of interest-only payments on that restructured debt. So we won't be significantly paying down debt here in the next five quarters. So that's part of the answer to your question. And even when we do begin to amortize over the five years beyond that, we are only amortizing about 50% of the debt. So we will still be carrying some significant amount of debt. We are just under two times levered right now, which I think is a good place to be. As you know, the average for the industry is about three times. And so we'll look at that relative to other opportunities we might have or returning phones to shareholders or what-have-you in the coming year. Barry Sine – Drexel Hamilton: Okay. Nice problem to have.

It is. Barry Sine – Drexel Hamilton: Thank you very much folks. Good quarter.

Thank you, Barry.

Thank you. [Operator Instructions]. And our next question comes from Donna Jaegers from D.A. Davidson. Please go ahead. Donna Jaegers – D.A. Davidson: Hi. Thanks for taking the questions. On IDEN, I know you guys aren't exposed, but I was just curious if that accounted for any of the share -- any of the net add gain or any turbulence in the quarter.

This is Earle MacKenzie. The answer is very little. We had been working with Sprint over the last six to eight quarters in anticipation of the turn-down and had been moving customers over from IDEN to CDMA. We really didn't know what to expect in the second quarter, whether there would be a significant lift or not. But what we found was that there was really very minimal impact on our numbers in the second quarter from IDEN conversions. Donna Jaegers – D.A. Davidson: Okay. And then can you just refresh us on what's going on with the competitive situation in wireless in your service territory? I don't know if Leap is in any of your service territory, so is that going to be a factor? And just refresh us on where you are market share wise versus AT&T and Verizon?

Sure. We do not compete against Leap or Metro in our service area. Our markets are a little smaller than what they're focused on. But we do obviously compete against AT&T and Verizon. And in most of our service area, T-Mobile has a reasonable network. Probably their network is stronger in our Pennsylvania part of our market than it is in the Virginia, West Virginia and Maryland part of our market. We continue to have a strong position compared to them. As I mentioned in our prepared remarks, our penetration is at 19 -- over 19%. That's about the same as Sprint nationally, not as high as Verizon and AT&T nationally. But I think if you look at parts of our network, we actually probably even have market share on the areas in the southern part where we have been the -- have been a competitor longer, and we're able to leverage our Shentel brand along with the Sprint brand. Donna Jaegers – D.A. Davidson: Okay, great. Thanks a lot, Earle.

Thank you. [Operator Instructions].

I think that's it, [Danielle].

Thank you. I would now like to turn the call back to Adele Skolits for any further remarks.

Our Q will be released in the early afternoon hours today. And once again thank you for joining us. Please let me know if there are any additional details you'd like to see us include on future calls. My contact information is provided on the press release.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect. Everyone have a great day.