Good day and welcome to the Shenandoah Telecommunications first quarter 2009 results conference call. Today’s conference is being recorded. At this time I’d like to turn the conference over to Miss Adele Skolits. Please go ahead ma’am.

Good afternoon and thank you for joining us. The purpose of today’s call is to review Shentel’s results for the quarter ended March 31, 2009. 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 various risk factors in our SEC filings, which you are strongly encouraged to review. You are 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 this presentation. I’ll now turn the call over to Chris.

Good afternoon. I want to thank everyone for joining us. Despite having to record a large impairment charge related to our Converged Services business, the first quarter of 2009 was another good quarter for Shentel. Our operating results were very strong despite the continued deterioration in the economy. We're making good progress on our upgrades to the recently-acquired Cable Systems, and with the expansion enhancement of our PCS network. We also announced plans to acquire the assets of a small telephone cooperative, which is nearby to our existing local exchange in fiber networks. As you can see on slide 5, on a consolidated basis, we are reporting a net loss of $4.1 million for the quarter, compared to net income of $4.8 million for the first quarter compared to net income of $4.8 million for the first quarter of 2008. Total earnings were impacted by $10.7 million after tax impairment charge from our reassessment of the value of our discontinued Converged Services business. Net income from continuing operations was $6.2 million for the quarter as compared to $5.5 million in the first quarter of 2008, an increase of 14.2%. We are still on the sales process with Converged Services and presently have interest from multiple potential buyers. While current conditions are unfavorable for a sale, its more desirable for us to exit this business so that we can focus our time and capital on our other growth opportunities. We expect to be able to execute a sale by this summer, but do not now believe we will realize proceeds close to the carrying value on our books leading to our decision to record non-cash impairment charge. On slide 6, we have listed the significant initiatives we currently have underway. Progress continues on our upgrades to the cable systems we acquired…

Thank you, Chris. I'll begin on slide 9. As Chris mentioned, we are pleased with our first quarter results. The company continues to deliver increased returns for its shareholders. For Q1 '09 earnings per share from continuing operations was $0.26 in comparison to $0.23 for Q1 '08. This represents growth of 13%. Our net loss per share, including the results of discontinued operations was $0.18 for the first quarter of 2009 as a result of the $0.45 per share impairment loss recorded in the first quarter that Chris just described. We reviewed the fair value of the Converged Services operation in connection with the preparation of the quarterly financial statements. Based upon changes in the marketplace, and the progress of the auction for the sale of this business, management has concluded that the fair value of the Converged Services operation has declined from earlier estimates. As a result, we recorded the impairment of $10.7 million after taxes, which was allocated to goodwill, intangible and fixed assets. On slide 10, you can see that operating income grew by $2.5 million and operating income before depreciation and amortization by $4 million for Q1 '09 from Q1 '08. Operating revenues grew by $6.5 million, primarily driven by increases in the Wireless revenues of $4.4 million and the impact of newly-acquired cable operations for the quarter. Operating expenses grew by $4 million in Q1 '09 over Q1 '08. Increased costs of the cable operations as a result of the new acquisition accounted for $3.2 million. An increased depreciation associated with network improvements drove most of the increase. As Earle will address in a moment, in 2009 we will continue to enhance and expand the coverage of our PCS network. We will incur additional operating costs related to additional and enhanced cell sites in advance…

Thanks Adele. As reflected on slide 13, gross and net PCS additions in the first quarter were down from the same period last year. We ended the first quarter 2009 with 213,000 PCS subscribers, an increase of 19,000 or 10% from the first quarter of 2008. Moving to slide 14, first quarter gross additions were just over 15,000, a decrease of approximately 3,000 from the first quarter of 2008. We've seen a significant drop in store traffic at our company owned locations and our exclusive agents. We've also seen a slowing of additional lines to current customer accounts, with some business accounts dropping lines as they resize their work force. Churn was up slightly to 2.15% this quarter compared to 1.98% in the same quarter last year. The result was net additions of 1,592 compared to 6,802 in first quarter 2008. The lower net adds is primarily a function of fewer sales opportunities. Bad debt has not been an issue. The amount of bad debt recorded this quarter is less than what we recorded in the first quarter 2008. We are focused on customer growth, but expect lower net additions will continue into the latter part of 2009 and maybe beyond. Although we've put on fewer customers, slide 15 shows that we continue to see an average revenue per customer grow as we continue to get greater response to our expanded EVDO coverage and higher revenue rate plans. In the first quarter, we had gross billed revenue per subscriber of $56.52 an increase from $54.90 in the first quarter of 2008. We are very pleased that our data ARPU has increased $6.72 from the first quarter of 2008 to $17.99 in the first quarter 2009. Slide 16 details the components of our net PCS service revenue. Bad debt fell from…

This concludes our prepared remarks. Brandi, would you now review the instructions for posing a question.

(Operator Instruction) We'll take our first question from Rick Prentiss with Raymond James.

Couple of questions for you guys. On the wireless side, so it looks like data ARPU spot on at $18 in the quarter versus a 11 is that 27 of previous year. Can you remind us fourth quarter '08, was that like it 16 bucks, if I remember, I'm just trying to get the quarter-over-quarter growth also?

We were appropriately at $16, high 15, like $15.90 and $15.95, I believe.

Okay. And if you look at the rate plans that you mentioned were the most taken in the quarter as far as gross adds. Simply Everything is up there. Could you estimate how much of your base is on to the Simply Everything plan right now?

I really don’t have those numbers handy, but it's been in the top three of our plans ever since it has been launched. So, these three plans represent 50% of our gross adds, all of them are $100 or more a month plans.

Right. And it's been top three sellers probably for the last several quarters a year, maybe?

Yes. Its really been the last four quarters they have been our top selling plans. We really have focused our sales organization on selling the high end rate plans.

Yes. So I'm trying to look at is understanding with the weak economy you mentioned, you've seen both traffic down. Trying to gauge what might be happening to ARPU as we look out over the next year or two, knowing how many people are and Simply Everything plans, where data might go up. I'm just trying to gauge maybe ask you directly, what do you think ARPU trends are looking like this year?

Really hard to know at this point. At this point we don’t see any real change in the buying patterns. The majority 50% of our customers are buying these three higher-end plans.

That’s been the case for pretty much the last year?

It has.

Okay. The spread (inaudible) 25.43 reported the other day also showed data ARPU on the CDMA side had hit about $18 also, but was not much growth sequentially was like $17.50 fourth quarter and then only $18 in the first quarter. So trying to gauge is, is data kind of reaching a plateau in this tough economy, or we might still be seeing some pressure on the voice side?

Really hard to tell, Rick. I think one of the things to note is that we have now achieved over 85% of our covered POPs past being covered by EVDO, and so now I think a lot of this growth has just been more EVDO available or people to use and as we now are getting closer and closer to finishing out our build out, I don’t think we’ll see as big of incremental increases in going forward.

That makes sense.

That combined with a growing customer base.

Right. Remind me the boost on limited plan, Does spread allow you to offer that in your stores or how are they offered in your territory?

We do not sell the boost product, we act as an agent for the iDEN, we have made the decision not to carry the boost product in our stores, there are distributors who work directly with Sprint Nextel that are selling the boost product in our market, but we are not involved.

Would you receive, well you don’t have the iDEN network anyway. So I guess, the only thing that was there…

The only thing we would have gotten is the commission for selling it and we just didn’t think it was a worthwhile way for us to use our effort.

Okay. Sprint mention, I think on their call also that they were looking into, didn’t sound anytime soon, but looking into offering a prepaid product on the CDMAs network. Any thoughts about, would that be some thing of interest to you guys as well in this kind of economic environment?

Absolutely. If Sprint offered it, we would certainly sell that. We have thought about doing something on our own but the cost of trying to launch a independent prepaid as not being able to call it Sprint within our own distribution just doesn’t make it practical.

(Operator Instructions).

If there no further questions, then I think…

We have Rick Prentiss from Raymond James, with another question.

As you look at the new reporting scheme with the different segments. Will we be able to get the historical quarterly information to kind of recast the models along the new lines?

Certainly, when we release the Q this evening, you will see the comparable information for the first quarter of 2008 and going forward.

What about like, second and third. Say it again?

And going forward.

So in tonight's Q, we'll get 1Q, 2Q, 3Q and 4Q?

No. You'll just see the first quarter of 2009 compared to the first quarter of 2008.

Is there anyway to get there, obviously as you are building models, it's a little awkward to constantly keep going back and restating actuals. Is there any thought about maybe getting exhibits out there to help recast the models in their entirety?

Well, we'll certainly take that into consideration, if it makes sense then we will do that broadly.

Then final question, with the $10.7 million post tax adjustment to the Converged Services value. Where does that put the kind of estimated value that we are carrying on the books right now?

Appropriately, $10 million.

If I heard you right, still looking at this summer for resolutioning though it’s a tough market out there, just to get it resolved and kind of move on?

Yes. We have a very active process at this point and several interested participants.

We'll take our next question from Barry Sine with Capstone Investments.

A couple of areas I wanted to ask about. First of all on the sales process, on the converged network, could you give us a little color what you saw there that caused you to change the valuation there? I think from what you discussed at the shareholder meeting today, my sense is that it was more the inability of prospective buyers to get financing, and therefore the market value maybe a little bit lower?

Well, in general, market conditions are not as strong as they might have been even a year ago, as you know Barry. That certainly affects what folks are willing to pay. We did a full evaluation of the fair value of this business in conjunction with our K at year end and at the point that we decided to discontinue this operation. At the time, we were basing our estimates on historical transactions. This is a fairly unique asset and a fairly unique combination of properties that make that a tough thing to get your arms around. At the time, based on the transactions we had in hand based on the long-term prospects for this business, we believe that the carrying value was a good assessment of the fair value.

The basis for the write-down now is your discussions with prospective buyers, is that correct?

That's correct, as well as market conditions.

My second question involves your in-region cable television properties. Again, you had a slide at the shareholder meeting today where you talked about an upgrading program to upgrade that plan to a capability largely by the end of his year. If you could give us a little bit of a color, what you expect to see there in terms of take rate? What competitive situation is? I understand what the capital spending is, but if you could give us a color on the expected subscriber growth from that and the expected revenue growth opportunities from that spending?

Well, with only one way plan we are limited as to what services we could offer and it put at a growing disadvantage against the satellite providers. We didn’t even have a return path for a customer to be able to order a paper view movie. So in order to be able to offer Video on Demand and some of the other services that we see coming in the future, in order to be able to offer those and remain competitive, we had to upgrade in two way. We're also actually going to be running several of the properties that we acquired from rapid off of our same head end. So part of the investment that we're making is actually an investment that can be leveraged over several other cable properties that are in the eastern part of West Virginia. As far as additional revenue stream, the most immediate one is, we plan to launch Video on Demand and expand our pay-per-view offerings toward the end of the year.

Ok. And then my last question. You mentioned that for traffic into your PCS stores is a little bit [light] and that lead to a little bit slower gross adds during the quarter. If you could give us an update what you are seeing more recently the second quarter today? I know in the National Press, when they talk about the economy, we are seeing some sign of a potential uptick, some signs of a turnaround in the economy on a national basis. Are you seeing any of those signs locally in your market [that puts] traffic starting to pickup over the last five or six weeks.

Really haven't seen a significant change in the pattern that we saw for the first quarter.

We'll take a question from Will Lauber with Sterling Capital Management.

I wondered, obviously, 2009 as a big investment year from the wireless side of business and then your cable acquisition and your current cable footprint. Does that kind of ramp up in 2009, kind of what's the big picture or maybe for like 2010 as far as CapEx growth?

As far as kind of looking at the different parts of our business, in our wireless business if when we complete the current two-year plan, which was really in '08, '09 plan, we will have achieved all of our major goals of EVDO deployment and also getting the coverage footprint that we think we need to be competitive with AT&T and Verizon. So, unless, there is a new service or a significant need for an upgrade, we see that the capital expenditures we are making in the wireless in the foreseeable future will be basically just success base capacity, where we need additional service, because of up where we've growing our customer base. In our cable acquisition, we have once again, also a two-year plan with most of the dollars being spent this year, which is upgrading the cable plan to two-way and giving a capability of providing voice, video and data. The majority of the markets will be upgraded this year, probably $3 million or $4 million of upgrades in the 2010 period. We also, in our Wireline business are upgrading our DSL network as I mentioned to offer 10 megz. Most of that project is going to be done this year, but some of that will actually be completed next year. So, there should be a fairly significant decline in CapEx, unless there is an acquisition that would require us to make some capital expenditures in 2010 and '11.

I guess that was my wrong question, what are the plans for the cash in 2010, is it paying down the debt, increasing the dividend, or still looking at acquisitions?

That's something that we'll be taking a very hard look at. When we negotiated the last debt facility, the amortization was for six years beginning January 1st of next year. So, we do expect to have free cash flow that we could either invest in another business or return to shareholders in some form. That’s something we’ll have very active participation in conversation about here.

Now, leaning one way or the other right now is kind of wait and see basis?

Not at the moment, no.

It looks like at this time there are no further questions. I would like to turn the call back over to our speakers for any additional or closing comments.

Thank you for participating. I would like to extend an invitation to each of you to let me know if there any additional details you would like to see in the future. My contact information was provided on the press release. This concludes today’s conference call. Thank you for you participation. You may now disconnect.