Adele Skolits - Chief Financial Officer Christopher French - President and CEO Earle MacKenzie - Executive Vice President and COO

Barry Sine - Drexel Hamilton

Good morning and thank you for joining us. The purpose of today's call is to review Shentel's results for the quarter ended September 30, 2015.

Our results were announced and a press release distributed this morning, and the presentation we'll be reviewing is included on the Investor page of our website at www.shentel.com. Please note that an audio replay of this 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 two 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 statements.

Also, in an effort to provide useful information to investors, we note on slide three that 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.

We had a solid third quarter and I'm pleased to have this opportunity to provide details about the company's continued growth. On slide five, you'll see the third quarter 2015 net income of $8 million was in line with the prior year.

However, if you remove the expenses related to the nTelos acquisition and a non-routine depreciation adjustment, net income was up 35% for the September quarter. Adjusted operating income before depreciation, amortization, or OIBDA for the quarter increased 10.7% to $36.8 million.

Revenues were $85.2 million in the third quarter, an increase of 3.6% from the prior year period. Increased revenues in the Wireless segment were result of Wireless subscriber growth.

Cable segment revenues also improved as a result of an increase in a number of revenue generating units or RGU, video rate increases and customer selecting premium digital TV and high-speed data packages. Our Wireless highlights start on slide six.

We saw growth in the Wireless segment with increase customers for our post and prepaid offerings as more consumers are recognizing the reliability and versatility of our enhanced network and customer service capabilities. Quarter end postpaid customers grew by 7.3% compared to the prior year and prepaid customers by 3.6%.

Operating income for the quarter grew 6.7% when compared to the third quarter of 2014. Turning to slide seven, our Cable segment also delivered strong growth in the quarter.

We gain subscribers for our high-speed internet and voice services, and had growth in subscriptions to higher priced digital TV packages. Video revenues also benefited from rate increases as we passed through increases in our program cost.

Operating revenues increased 16.2% to $24.4 million. While Cable adjusted OIBDA grew 62% to $5.5 million.

Quarter end RGU growth of 3.9% helped to drive this increase. Other company highlights can be found on slide eight.

Our fiber leased revenues increased almost 14% to $9.3 million and 154 towers generated $1.7 million in OIBDA from leased revenue. I’ve provided on slide nine a status update for our acquisition of nTelos.

Since the deal was announced on August 10th, we have made good progress in moving towards closing. Our financing has been secured with the retail syndication being oversubscribed without going into the flex terms.

We received early termination of the Hart-Scott-Rodino review and all state regulatory approvals have been received. Our FCC transfer application is expected to go on public notice soon.

We've extended offers to nTelos employees primarily in the retail stores and field operations. Our activities are proceeding well and we’ve had great cooperation with nTelos management team.

Closing is still expected early 2016. This was a busy quarter for us and we’re pleased to have achieved solid organic revenue growth and to have expanded our customer base, while at the same time reaching agreement on a transformative acquisition.

Without the non-routine costs of the acquisition and the depreciation adjustment, we substantially improved the ongoing profitability of the company. We continue to attract new customers with our upgraded Wireless and Cable networks as our enhanced coverage and high-quality service meet the growing demands of the marketplace.

Finally, following the close of the quarter, we announced a cash dividend of $0.48 per share, an increase of 2% over the 2014 dividend. The dividend is payable on December 1st to shareholders of record as of the close of business, November 5th.

Shentel has paid an annual dividend every year since 1960. We also announced the two-for-one stock split effective for shareholders of record as of the close of business on December 31, 2015.

We’re at a very exciting point in our company's development. And I’m appreciative of the efforts of our employees and support of our many longstanding shareholders.

I’ll now turn the call back to Adele to review the details of our financial results.

Thank you, Chris. I’ll begin my remarks with slide 11, which summarizes our Q3 ‘15 results.

While operating income is up 6.7%, net income and basic earnings per share or EPS are flat in Q3 ‘15 over Q3 ‘14. All of these metrics were affected by two non-routine unfavorable items recorded in the third quarter, which totaled $4.7 million before taxes and $2.8 million after taxes.

So roughly an impact of $0.12 per share on EPS. The first was a $2.1 million cost adjustment related to the nTelos acquisition.

The second was $2.6 million adjustment to accumulated depreciation to reflect the more accurate calculation of depreciation on certain assets placed in service in one year and capitalized in the next year. As a result of transitioning to a new fixed asset system, we discovered that the depreciation on these assets had not been handled properly in our legacy system.

On slide 12, I've shown the calculation of adjusted OIBDA, which adjust for the impact of acquisition cost. Here you can see that adjusted OIBDA grew in the neighborhood of what you were accustomed to seeing or by nearly $3.6 million and 11%.

Depreciation grew by nearly $2.4 million in Q3 ‘15 over Q3 ‘14 as a result primarily of the adjustment I just described. Incremental share-based compensation was up in Q3 ‘15 by just $144,000.

Finally, the loss on disposal of assets certain head and equipment recorded in Q3 ‘14 and the Q3 ‘15 cost related to the acquisition of nTelos have been added back to derive adjusted OIBDA. Slide 13 shows our growth in adjusted OIBDA by segment.

Cable continues to lead the way again this quarter with 62% improvement followed by the Wireless segment with a healthy 7% growth in OIBDA. The Wireline segment took a modest setback of $400,000 related to incremental cable programming costs and cost related to new fiber contracts.

The cable improvements are consistent with longer term trends as Chris mentioned earlier. OIBDA margins also grew significantly in the Cable and Wireless segment.

On slide 14, I've analyzed the changes in the adjusted wireless OIBDA results between Q3 ‘15 and Q3 ‘14. Postpaid handset and customer acquisition costs are down by $3.6 million.

As we’ve discussed on previous calls, the shift to leasing an equipment and installment billing to finance handsets drove this decrease. In a related shift in postpaid service pricing, the postpaid billing rates are down 10.3% during this period.

So while average customers grew by 7.2%, net postpaid service revenues dropped by $1.5 million. Prepaid revenues grew by $1.3 million related primarily to growth in average prepaid customers of 4.7% and a 6.7% increase in the average monthly billing rate to each customer.

Increases in the rates Sprint charges us in addition to the increase in the customer base, drove a $300,000 increase in prepaid acquisition and support costs. Network costs have increased by $1.3 million, as a result of increases in cell site rent and backhaul, all as well as reductions in the amount of labor capitalized.

On slide 15, I’ve shown the component of the changes to adjusted Cable segment OIBDA. The positive changes include significant growth in high-speed data revenues, which grew by $2.1 million as a result of the $9.1 million increase in average HSD customers and customers choosing higher levels of service.

In addition, video revenues grew by $900,000, primarily as a result of the price increases, which we implemented in January to offset the increases in video content providers’ rates. These increases were offset by the overall loss of video customers.

The average number of video customers dropped by 2.2% during this time, consistent with industry trends. Voice revenues are up by $300,000, as a result of the 15.3% increase in customers.

The increases in content providers’ rates and an unfavorable adjustment for programming the audits drove a $1.2 million increase in programming costs. At this time, I'll turn the call over to Earl now to go into greater depth on some of the operating factors driving our results.

Thanks, Adele. Good morning.

I will start my remarks on slide 17. We ended the third quarter with 303,527 postpaid customers, an increase of 5.4% in the past year.

We have 448,631 total users. 81% of our postpaid customers have a smartphone.

92% of our smartphones are LTE capable and 66% also have smart capabilities. Slide 18 shows that we had a very strong third quarter.

We added 7,035 net adds, an increase of 33% over the same quarter last year. As a result of churn remaining low at 1.4%, we added more net customers on 457 fewer gross adds.

Continuing the favorable trend from earlier this year, our port-in versus port-out ratios for the third quarter was 2.1 to 1. Due to the shift towards non-subsidized phones, our local dealers are now processing their non-subsidized sales and upgrades through Sprint.

So the percentage of Shentel controlled sales is lower. I draw your attention to the graph to the lower right column.

We are on track for a record low year for churn. Let me provide a few more postpaid stats.

Phones represented 74% of the net adds, with the remaining being tablets and connected devices. 28% of gross adds took a subsidized plan, 30% installment sales and 42% are lease.

9.1% of our base upgraded during the quarter with a breakdown 18% installment sales, 48% lease and 34% subsidized plans. As of September 30, 64% of the postpaid base remains on the subsidized plan.

To date, the pace of sales of the iPhone 6s has been similar to the iPhone 5 two years ago. As the industry decouples the phone from the service revenues, we are seeing a continued decline in postpaid gross billed service revenue.

On slide 19, you see the third quarter was $57.39, down $6.56 from last year. Gross billed revenue is down a $1.62 from the third quarter.

Just a reminder that both the revenue and the cost of goods sold related to the sale of non-subsidized phones are reported on Sprint’s books. The reconciliation of gross billed postpaid revenues to net postpaid service revenue is on slide 20.

The total billed and the net service revenues for the third quarter are both down 4%. Again in the third quarter, the decrease in the cost of goods sold from fewer phone subsidies is greater than the revenue loss resulting in an improved gross margin.

We had a modest loss of 327 prepaid customers in the third quarter to end the quarter at 145,104 prepaid users shown on slide 21. Moving to slide 22, we continue to see a sizeable shift of our prepaid customer mix to boost from Virgin Mobile an assurance that has resulted in keeping our prepaid gross billed revenue over $29.

This is consistent with the wireless operation results that Adele shared earlier. Network stats are summarized on slide 23, 93% of our 548 cell sites have a second LTE carrier at 800 megahertz, 187 of the sites have three LTE carriers, including a second 1900 carrier using 10 megahertz we’ve harvested from our original 30 megahertz in 1900 spectrum.

We’ve been able to harvest spectrum for 4G due to the dramatic shift of data usage from 3G to 4G. 89% of our data traffic is on LTE, with 33% on 800 megahertz.

Data usage grew 11% in the quarter. Due to not having yet launched the 2.5 spectrum, our average speed is 4 megabits.

With the launch of up 32.5 sites in some of the busiest parts of our network for year end, we expect that the average speed to significantly increase. 40% of the voice traffic is on 800 megahertz.

We continue to have excellent dropped in block percentages. We have built fiber build out to 213 cell sites, 170 to Shentel sites and 43 to others.

17 sites are in planning or under construction. I will move to Cable results on slide 24.

We added 1,792 additional revenue generating units in the quarter, continue to have strong growth in voice and high speed internet users, with a very modest 53 video losses. Slide 25 shows continued improvement in the average revenue per RGU and per customer.

Average revenue per customer is up almost 14% year-over-year. As I mentioned last year, after a year of educating our high speed internet customers in June, we started billing for old ridges bridges.

We have a variable data allowance ranging from 200 gigabyte at 5 meg to 1 terabyte at a 101 meg. We set our allowances to target the 5% of our usages to consume a disproportion amount of usage.

We notified the customers they approach their allowance and without throttling, we charged $10 for each block of 50 gigabytes over the allowance. Our average cable user continues to consume about 90 gigabyte per month.

So you see our allowances are very generous. We implemented allowances to target those users that will trigger additional capital expenditures.

The results were that approximately 5% of our customers paid allowance with the average amount of allowance in the high 20s. The stat shown on slide 26 showed continuation of improved penetration of digital video, high speed internet and voice.

The Wireline results on slide 27 show the continued low access line loss and the modest increase in DSO customers at our regulated telephone operations. All of that has changed in the fourth quarter as we made some dramatic changes.

We have launched cable modem service to the approximately 16,000 homes in our LEC area that also past by [COEX] [ph]. We are offering higher DSL speeds in our less dense populated non-cable areas by using bonded payers.

The biggest change is that we will no longer require residential customers in our LEC area to have voice service in order to obtain broadband. We have increased our DSO rates by $10 per month, which we will credit if the customer keeps its voice service.

We will report on initial results during our next earnings call. Moving to slide 28, you see that fiber sales are significantly ahead of last year and we have a healthy sales funnel.

We have updated our estimate for 2015 CapEx on slide 29. We estimate that 2015 CapEx will be approximately $70.4 million.

The primary reasons for the lower spend are $1.4 million of less network maintenance, $1.3 million less excess pays and $1.1 million less on IT system enhancements. I’ll now turn the call back to Adele.

This concludes our prepared remarks. [Candice] [ph], would you now review the instructions for posting a question.

Good morning, folks. A couple of questions on competitive dynamics.

First, if we could start with the wireless business, especially I’m interested in the prepaid market. AT&T seems to be making some noise with their Cricket brand in prepaid and we've seen that with some of the carrier’s results in the quarter.

What are you seeing in your market? I don’t know to what extent you have Cricket brand in your market.

What are you seeing with the prepaid?

Barry, this is Earle. AT&T is selling Cricket in our market and we are seeing more activity than we have in the past.

Our basically flat result for the third quarter was primarily because Sprint has deemphasized the Virgin Mobile brand. So we had very aggressive growth in the Boost product, which they continue to support strongly.

But we had almost exactly the same number of losses in the Virgin Mobile and actually even lost some assurance customers in the third quarter. So we think the prepaid business is still a very good business and understand that that Sprint will be kind of reenergizing the Virgin Mobile brand later this year and early next year.

So we expect to see kind of a recovery of prepaid growth starting in the fourth quarter.

Okay. And a similar question on the video business.

Again, across the industry AT&T has made some noise with what they're doing with now that they own DIRECTV. And I believe that satellite penetration is relatively high in your cable markets.

What did you see in the quarter from the competitive standpoint there?

Well, we don't compete. AT&T has no wired facilities in our footprint, so we’re not seeing the impact of them trying to do more bundling and there really has not been any more aggressive sales of standalone DIRECTV in our service area.

So as we reported, we had only 53 video losses, so the impact has been pretty nominal.

And turning to nTelos reported their results and it seemed to me that their momentum held up pretty well in terms of the subscriber numbers. But I'm wondering if -- to what extent what they're doing in terms of pricing?

Is it fit with your base? What are your thoughts on the momentum we’re seeing there and how well there subscriber momentum will integrate, once you take ownership of nTelos?

Well, we’ve been incredibly pleased with the way that the team at nTelos has continued to perform. It been very easy for them to kind of lay down once the announcement was made.

But from the senior management write-down through the entire organization they’ve remained very focused on doing their job. They had good numbers in the third quarter.

Obviously, their price plans are different than what we're selling. But as we announced earlier, we are going to grandfather all of the nTelos customers at their current price plan.

We will start selling Sprint plans once we take control, but we don't see any real problem at this point. I think they’re seeing the same kind of trends that the entire industry is seeing where there has been a shift from subsidized to non-subsidized plan, and therefore, lower service revenues.

But they have a very healthy percentage of their customers are taking installment sales and we’ll be able to offer lease as an option once we take control. So I think things will go smoothly and we’re not anticipating any significant shift.

The good news is that we have made offers to, as Chris mentioned, to everyone at this point in operations and sales, and virtually everybody has taken the offer and is going to join us. So that is going to allow us for great continuity.

And so it will be a change on the sign top of the building. But the folks making the sales and who have the relationship with the customers are going to remain the same.

So, you mentioned operation and the sales, what are the others, I think, positive surprises in the nTelos results? They had targeted 50% LTE pop coverage by year end, instead they have announced, they just hit 65%?

Could you, obviously, that would be a positive in terms of your integration plans? Could you comment on that as it relates to your ability to integrate and seamlessly takeover nTelos?

Yeah. They have done a great job.

We have been working with them. Many folks that are in that organization are also going to be joining us.

Some of those employees are, however, located in the East in the Richmond, Norfolk area. They generally are not going to be joining us but those that are in the Waynesboro and West area will be joining us.

We've made a number of offers to that organization and numbers of them have accepted also. We’re still in the process of interviewing many of the other positions but they are doing a great job.

We have kind of drawn the line of demarcation between the sites that they had under engineering and construction. They will continue to work on those through the closing and any of those that are in process that closing will be continued using the approach that nTelos had of the dual base stations.

But those that are beyond that and we have identified those, we are actually working with them on those right now to do the engineering to be able to construct those using the network vision architecture. And then on the 150 to 200 additional sites that we’ve talked about, the -- actually the search rings are starting on those as we speak.

So we’re moving ahead to be able to have as seamless a transfer as possible and to continue to push to our 100% LTE coverage.

And just lastly, two relatively quick regulatory question on the FCC merger approval process. I think you’ve said that they're going out for comments.

Could you just refresh, what is the timeline on that, what that’s looking like? And then the other regulatory question, we haven't -- I didn't hear from Adele, but what’s your timing on putting the Q out please?

I’ll answer that first. We expect that the Q2 go out sometime later today, Barry.

Great.

And Barry, on the FCC, it has to go on public notice. It will be on public notice for 30 days.

And really the timing after that will depend on whether there are any comments filed during that 30-day period. We don't think this is a very controversial transfer.

So we are not expecting any, but we've got the combination getting on public notice which we think will happen soon. I have been told that it will happen soon.

And then we’ve got the combination of that with the end of the year. And so with the holidays coming, things will get delayed where they may not have been delayed at other times of the year.

But we’re still very optimistic since we've gotten all the other approvals that will be able to close early next year.

Thank you very much.

It looks as though that’s all the questions we have. Thank you for joining us.

If you have additional questions that you would like to see answered on future calls, please let me know. My contact information was provided on the press release.

Thank you for joining us.