Good day, ladies and gentlemen, and welcome to the Shenandoah Telecommunications first quarter earnings conference call. At this time, all lines are in a listen-only mode. Later we will conduct a question-and-answer session and instructions will follow at that time. (Operator Instructions). As a reminder, this conference is being recorded. I would now like to turn the conference over to your host today, Adele Skolits, CFO. Please begin.

Good morning and thank you for joining us. The purpose of today's call is to review Shentel's results for the quarter ended March 31, 2101. Our results were announced in a press release distributed yesterday evening 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 a 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. I'll begin on slide two 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’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 of 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 that we had a great first quarter with growth in all of our business segments in terms of our customers and revenues. Slide 5 lists some of these highlights. We again had positive net wireless additions in both our postpaid and prepaid services with the number of total customers up 5% over the year-end 2010 number. Prepaid contributed over 80% of the net customer growth adding over 13,000 net customers. Since we began offering prepaid products in June we have added over 30,000 net customers. We also had solid growth in postpaid, adding over 3000 net customers. Our cable segment continued to add RGUs as we increased our service penetration levels. We ended the quarter with 130,700 cable segment RGUs. Specific cable segment highlights are shown on slide 6. Our cable segment total RGUs increased by 2438 in the first quarter, an increase of nearly 2% over the year-end 2010 total. We experienced a slight decrease in basic video RGUs bu good increases in digital video, high-speed internet and voice services. Major upgrades in the recently- acquired JetBroadband markets just began in April and we expect to continue increasing penetration levels as we make further service improvements. Wireless segment highlights are shown on slide 7. Prepaid customers grew by 13,287 in the first quarter to a total of 80,243. Postpaid wireless PCS customers are up by 6% since March 31, 2010. Continued postpaid growth was helped by churn of just 1.8% this quarter relative to 1.9% for the first quarter 2010. Financial results on a consolidated business, as shown on slide 8, were negatively impacted by significant costs associated with acquiring new prepaid and cable customers. We're reporting net income of $3 million for the quarter compared to $6.8 million from the first quarter of 2010. Net income from continuing operations was $3.1 million for the quarter as compared to $6.6 million in the same quarter of last year. We continue to believe our cable acquisitions and our entry into prepaid represent great opportunities for us to create long-term growth and shareholder value. We continue to work with potential buyers on the sale of our converged services business. We recently closed on the sale of five properties from this business for $1 million, which approximate the carrying value of the assets sold. We're continuing our efforts to sell the remaining properties. I'll now turn the call back to Adele to review the details of our financial results.

Thank you, Chris. I'll begin on slide 10. Adjusted operating income before depreciation and amortization, or OIBDA, for Q1 '11 was $21.3 million or up $1.4 million from Q1 2010. In order to better understand the forces driving this change, I have provided the OIBDA results by segment on slide 11. Here you get a picture of the segment's results and how they're contributing to the consolidated financial results. In a moment, I'll go into the wireless and cable OIBDA changes in depth. What you see from this table is that adjusted wireless OIBDA has held steady despite the significant incremental costs associated with acquiring prepaid customers. While an increased in telephone rates drove a slight increase in wireline revenues, there have not be appreciable changes in the wireline results. Cable results have been proved as a result of the acquisition of JetBroadband. The impact of the incremental OIBDA from the JetBroadband business, however, is being offset by the significant incremental costs of acquiring customers in the cable business as we'll see in a moment. On slide 12 I've analyzed the changes in the wireless OIBDA results between Q1 '10 and Q1 '11. Postpaid revenues continue to grow as a result of the growth in its customer base. The prepaid business has already begun to make a meaningful contribution with $4.4 million in new revenue related to prepaid customers. As you may recall, the service fee charged by Sprint Nextel in the postpaid business rose from 8.8% to 12% effective June 1, 2010. This change increased service fees by $1.1 million in the first quarter. Acquiring prepaid customers involves additional expenses related to handset subsidies, conditions, marketing and other sales-related costs. As a result of our success in acquiring prepaid customers, there are $3.6 million of new prepaid costs in…

Thank you, Adele. Good morning, everyone. We had a very successful first quarter in the wireless segment. Slide 15 shows the total number of postpaid customers at year-end 2009 and 2010 along with the first quarter of 2010 and 2011. We've grown our postpaid by almost 6% in the last 12 months to 238,000 postpaid customer at March 31, 2011. Slide 16 shows the details behind the postpaid growth. We had 15,486 gross ads in the most recent quarter compared to 14,928 in the same quarter last year. Our first quarter turn was 1.8%, an improvement from the 1.9% in the first quarter of 2010. These results translated into 3016 net postpaid ads this quarter, a 77% increase over the same quarter last year. Postpaid gross build revenue is shown on slide 17. The fourth quarter 2010 gross build revenue was $55.49, the same as the third quarter, which reversed the recent trends of declining [RGU]. This quarter we saw an increase in gross build revenue to $56.05. The increase is due to increased data usage and the additional $10 data add-on fee for smartphones. Data [RGU] for the first quarter was $23.64, almost a 15% increase over the same quarter last year, and up $0.97, or 4%, from the fourth quarter 2010. The reconciliation of our gross build revenue to the net service revenue is shown on slide 18. Gross build revenue has increased approximately 7% from the first quarter last year to $39.7 million. Net service revenue grew by 5% to $27.9 million. The amount of bad debt continues its downward trend and service credits were a lower percentage of build revenue compared to 2010. The growth in net service revenue relative to the gross build revenue is entirely related to the increase in the net service fee…

This concludes our prepared remarks. [Shawn], would you now review the instructions for posing a question?

(Operator Instructions). Your first question comes from the line of Ric Prentiss - Raymond James.

First, on your smartphones, I think you mentioned 55% of sales, 38% now in your base. Is that the postpaid base or is that the total base?

That's just the postpaid base.

As you think about the $10 extra charge on smartphones that I think -- did you start that [same] with Sprint the end of January?

Yes, we did, Ric.

So it would appear, I guess, that if your gross build [RPU] went from 2054 to 2364 on data, where do you think that heads and is April -- maybe you can share with us as far as that continued to grow as far as the data [RPU] with that new rate plan.

Yes, with the high percentage of smartphones that we're selling and we really haven't seen that the $10 has been any deterrent at all as far as people wanting the smartphone. We expect that it will continue to have an upward push on our data [RPU].

Then on your CapEx -- appreciate the detail there. Sprint's making a lot of hints about what they might be doing as far as their network vision plan and announcing by mid-year. What are your current positions with Sprint and discussions and what are the thoughts about when and LTE network might be required in your markets and what kind of spending that might entail?

As far as the network vision, we have spent quite a bit of time with Alcatel Lucent understanding the technology as Sprint is contemplating rolling it out. We're also spending time with Sprint looking at how the implementation of network vision might impact our contract with them. Discussions are going well. It's just very premature right now to have any definitive point of view on exactly what it will look like. As far as LTE rollout, we anticipate that that would happen, at the earliest, towards the end of next year.

The cable business was a little lighter than we were looking for on a quarter-over-quarter basis o the EBITDA line. I appreciate the detail on the year-over-year comparison on the cable business. But if you look at the fourth quarter results to the first quarter results and then throughout the year, what are you seeing as far as the cable operation, particularly on the EBITDA line?

EBITDA is pretty profoundly affected at this point by the amount of spending that we do to acquire customers, Ric. That comes both in the form of new installation costs and so forth, commissions and elsewhere. It was somewhat depressed in the first quarter by the clean up that Earle referred to with respect to bad debt, which we do not expect to be an ongoing cost. You'll get further details on that in the Q that we file over the weekend.

Any kind of order of magnitude about what kind of bad debt are we talking about from those people? Was it $0.5 million? Could it have been over that price point?

It was over $0.5 million. It was somewhere on the order of $700,000 to $800,000.

Your next question comes from the line of Greg Burns - Sidoti & Company.

The first quarter being seasonally strong, prepaid quarter, I was just wanting to get an idea of how do you see your expense structure evolving over the balance of the year, maybe cost of sales and SG&A, given that we're more likely at more of a run rate, I guess, as of this quarter.

I can tell you that the April sales -- this is Earle -- the April sales level on prepaid remained relatively constant to what we saw in the first quarter. We have not been in the prepaid business a full year yet, so it's hard for us to have any personal experience. Historically, though, you are correct that prepaid has dropped off in the second and third quarters, but we have not seen that at this point.

So, yes, I guess similar type acquisition costs going forward then?

Yes. Basically we have not seen a dramatic difference. The acquisition cost is made up of some phone subsidy and also the spiff that's paid the retailer to sell the phones. So we don't see anything on the horizon that's going to change dramatically the cost per unit on acquisition. If we do see a decrease in activity in the second and third quarter, we could see a decrease in that expense line. But as a per unit amount, we don't see any dramatic change.

It's virtually all variable.

(Operator Instructions).

If that's all the questions that we have -- .

We do have one question that just came in, I’m sorry. Your next question comes from the line of Will Lauber - Sterling Capital.

Your turn's been going down obviously on the prepaid this quarter and same steady small decline on the postpaid. Can you attribute that to anything? Is that -- is there any drivers of that?

I think on the postpaid side, I think it's just a combination of a number of things that we've done over a period of time. Number one, we've always had a fairly -- and actually a more restrictive credit policy than Sprint has. That's one of the things that we can control. We've also -- I think with the increase in the use of smartphones we tend to see that customers with smartphones stay on longer. So I think it's a combination of those things on the postpaid. On the prepaid, once again, we just don't have a whole lot of history, so I don't think I can really give you anything specific that would be contributing to our prepaid, other than the fact that we haven't been in the business that long and, therefore, I'm not sure that we have a mature base that may churn more readily than a new base.

You sold five properties. So how many properties are remaining on the -- ?

It's over 100, Will. I don’t have the exact number with me. But the vast majority are still to be sold.

So did that $1 million hit in this quarter or is it the current quarter?

That's actually $1 million in cash proceeds from the sale. So there is -- effectively because we had written those properties down to their current fair market value, there is no gain or loss there.

That cash will be recorded in the second quarter.

Cash in the second quarter? Then on the prepaid business, it looked like -- I know you guys don't disclose but I was coming up with [RPU] of the virgin customers maybe a little over $15 boost more of the $23 or $24 range. Am I in the ballpark there?

Relatively close.

So the churn -- can you give us any breakdown as to what that is running between the boost in the virgin customers?

We don't disclose that kind of information. At Sprint's request, we basically disclose the same level of detail that they disclose.

It looked like to me that you're probably, like on an operating basis, the prepaid business probably in March or certainly April has turned positive on an operating -- .

Without the amortization of the initial virgin mobile cost, that's true.

Your next question comes from the line of Ric Prentiss - Raymond James.

Earlier you gave us a little color on the April sales in the prepaid. How about a little color on the postpaid sales trend now that the T-Mobile transaction was announced end of March? What are you guys seeing as far as postpaid in April?

Basically, the same as we saw for the firs quarter, not really any dramatic change. T-Mobile is not much of an influence in the southern half service area. It's primarily -- they're strongest up in the Pennsylvania area and we really didn't see any significant change in their pattern pre or post announcement in our markets.

On the T-Mobile Deutsche telecom call this morning they pointed to first quarter when Sprint had the port-in offer. Did you guys see some benefit of that or what is the current status of the port-in offer?

There was a port-in offer that ran through the 15th of April. I'd say it had probably a small impact but we really didn't see that as a huge issue in our markets.

I think you mentioned 13% of your activations were on the HTC EVO 4G. How much 4G coverage is there in your territory? So if somebody buys the phone, how often are they getting your 3G service versus the 4G service?

They're getting our 3G service probably 95% of the time. This is an example where people are buying the phone for the cool factor and for the features, not for the 4G speed.

I'm not showing any other questions in the queue. I'd like to turn it back to Adele for closing comments.

I'm sorry, [Shawn]. It appears that we have one more question.

Your next question comes from the line of Will Lauber - Sterling Capital.

On the CapEx for 2012, can you -- it sounds like wireless might be spending some money there and then can you give us a clue as to how much you might be thinking there and then what is the West Virginia cable finishing up for 2012? Do you have any approximation of what that is going to cost you?

As far as the cable, I suspect that that's probably in the $20 million range to finish up the cable construction. As far as wireless, that will really be dependent upon the decisions that we make about network vision. If we choose not to do network vision in 2012 the amount of CapEx in 2012 will just be capacity on the 3G network. If we decide to move forward with network vision we are still working on those numbers and I really can't give you a very good number right now on what that would be.

We have made no changes to our expectations about projected cable upgrade spending since we originally acquired Jet. We've been tracking very nicely to our estimates on that acquisition.

With your growth, what kind of difference are you seeing between the areas where you do have the upgrade as opposed to the ones that are lagging behind? Is it a pretty stark difference?

There is. As you recall, last year in the former rapid markets, we increased RGUs by 45% after we had upgraded those networks. We have just upgraded our first Jet network, completed the upgrade of the first one in Farmville, Virginia, which is probably between 4000 and 5000 homes passed and we will be increasing the speed of which they will be upgraded at this point throughout the summer. So we anticipate that by the end of this year we will have completed virtually all the state of Virginia upgrades and then the West Virginia will be done next year. So we should see some acceleration in RGU growth in the former Jet market as we complete the upgrades.

How many homes passed are there in West Virginia?

That have not been upgraded, I believe it's approximately 25,000.

I'm not showing any other questions in the queue at this time.

Very good, thank you for participating. I'd like to invite each and every one of you to let me know if there are additional details you'd like to see us cover on future calls. My information was provided in the press release. Have a good weekend.

Thank you. Ladies and gentlemen, thank you for your participation in today's conference. This does conclude the conference. You may now disconnect. Good day.