Dobson Communications Reports First Quarter 2004 Results


OKLAHOMA CITY, May 10, 2004 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL) today reported a net loss applicable to common shareholders of approximately $16.5 million, or $0.12 per share, for the quarter ended March 31, 2004. Included in the loss were $8.6 million in dividends on mandatorily redeemable preferred stock and $1.9 million in dividends on Dobson's Series F convertible preferred stock, offset partially by a $5.7 million gain on extinguishment of debt and a $4.0 income tax benefit.

In the same quarter last year, the Company reported net income applicable to common shareholders of approximately $18.1 million, or $0.20 per share. Net income applicable to common shareholders for the first quarter last year included a $23.6 million gain on redemption of preferred stock and $4.7 million in income from discontinued operations, net of taxes, as well as $20.5 million in preferred dividends and $6.3 million in non-cash income tax expense. Dobson adopted SFAS No. 150 as of July 1, 2003, which requires certain preferred stock dividends and repurchases to be included in the determination of net income.

Dobson reported EBITDA of $83.1 million for the first quarter of 2004, compared with $60.1 million for the first three months of 2003 (Table 1). As described below, last year's first quarter EBITDA does not include the EBITDA of acquisitions completed subsequent to that quarter.

Dobson reported total revenue of approximately $233.8 million for the first quarter of 2004, of which $181.7 million, or 78 percent, was local service revenue and $42.1 million, or 18 percent, was roaming revenue. For the first quarter last year, Dobson reported total revenue of $128.9 million, of which $82.8 million, or 64 percent, was local service revenue and of which $40.9 million, or 32 percent, was roaming revenue.

Results for the first quarter of 2004 include the operations of the Anchorage Metropolitan Service Area and Alaska Rural Service Area 2, which were acquired in June 2003. Also reflected is Dobson's 100 percent ownership in American Cellular, which the Company acquired on August 19, 2003. Previously Dobson had a 50 percent ownership stake in American Cellular. Complete results for American Cellular for all relevant periods are reflected in Table 5. Finally, Dobson's current-year results include the operations of Michigan Rural Service Area 5 from its acquisition on February 17, 2004.

Service Revenue and Subscriber Trends

Dobson Communications' two operating subsidiaries are Dobson Cellular Systems and American Cellular.

Dobson Cellular Systems increased service revenue 26 percent year-over-year, to $104.3 million from $82.8 million in the first quarter last year. Dobson's average revenue per unit (postpaid), or ARPU, for the first quarter of 2004 was approximately $43, compared with postpaid ARPU of approximately $42 for the first quarter of the previous year. ARPU for the first quarter of 2004 was aided by the inclusion of the two new Alaska properties, acquired in June 2003.

American Cellular's service revenue increased approximately 3 percent year-over-year, to $77.4 million from $75.2 million in the first quarter last year. American Cellular's postpaid ARPU for the first quarter of 2004 was approximately $38, in line with the first quarter of the previous year.

On a consolidated basis, Dobson Communications' subscriber base increased to 1,567,200 subscribers at March 31, 2004, compared with a combined total of 1,370,400 for Dobson Cellular and American Cellular at the end of the first quarter last year. This increase primarily reflected the acquisition of wireless markets in Alaska and Michigan, which Dobson acquired from AT&T Wireless (NYSE: AWE) and Cingular in exchange for Dobson properties in California and Maryland. The operations of the disposed properties have been reflected as discontinued operations in all periods.

As previously announced, Dobson Communications reported a net reduction of approximately 5,400 total subscribers for the first quarter of 2004, based on 68,700 postpaid gross subscriber additions and postpaid customer churn of 1.9 percent. A higher level of postpaid deactivations was the primary cause of the net reduction in subscribers -- Dobson Cellular experienced a net reduction of approximately 10,000 postpaid subscribers during the quarter, while American Cellular experienced a net reduction of approximately 4,300 postpaid subscribers.

Dobson Communications had approximately 11,800 GSM subscribers as of the end of the first quarter of 2004 as it began to sell the new technology in limited markets. Just over half of its GSM subscribers added during the quarter represented migrations from the TDMA technology.

In April 2004, the Company launched retail sales and increased advertising of its GSM products in its Continental U.S. markets. Dobson is currently overlaying its markets in Alaska with GSM/GPRS/EDGE technology and plans to launch retail GSM sales in those markets in July.

Roaming Trends

Dobson Communications reported approximately 303 million roaming minutes of use (MOUs) for the first quarter of 2004, with a blended yield of $0.14 per MOU. Roaming MOUs for the first quarter of 2004 were in line with those for the same period last year, pro forma for the Alaska, American Cellular and Michigan acquisitions.

Not included in roaming MOU totals are the results of NPI-Omnipoint Wireless, LLC (NPI) in northern Michigan. Dobson has received preliminary FCC approval of the NPI acquisition and expects to close the transaction next month.

Although the Company's two largest roaming partners, AT&T Wireless and Cingular, continued to account for approximately 90 percent of roaming MOUs in the first quarter, Dobson's MOU mix again shifted further toward Cingular.

AT&T Wireless accounted for approximately 56 percent of Dobson's total first quarter 2004 roaming MOUs, compared with the combined total of 63 percent for Dobson Cellular and American Cellular in the first quarter last year. On a year-over-year basis, AT&T Wireless' roaming MOUs in the first quarter declined by approximately 12 percent, compared with the same period last year.

Cingular contributed 35 percent of first quarter 2004 MOUs, versus 27 percent in the same period last year. On a year-over-year basis, Cingular's first quarter 2004 roaming MOUs were approximately 30 percent higher than MOUs for the same period last year.

Approximately 10 percent of Dobson's first quarter 2004 roaming MOUs were on its GSM network. Cingular accounted for approximately 85 percent of this GSM roaming traffic.

Capital Expenditures and Balance Sheet

Dobson Communications' capital expenditures were approximately $40.6 million in the first quarter of 2004. As noted, the Company completed on schedule and budget the overlay of its network in the Continental United States in the first quarter, and is now completing the overlay of its Alaska properties. Dobson plans to complete the upgrade of its data service capabilities with EDGE software by early July 2004.

The Company ended the first quarter with approximately $142 million in cash and cash equivalents, approximately $2.4 billion in total debt, and approximately $376 million in preferred stock obligations (Table 2). During the first quarter of 2004, the Company completed a series of open market transactions to repurchase approximately $55.5 million (original principal amount) of its 8 7/8% Senior Notes for approximately $48.3 million.

Credit Facility Amended

Dobson also reported that it has successfully completed a second amendment of its Dobson Cellular Systems Inc. credit facility. This amendment adjusts the required covenant levels for the leverage ratios and fixed charge coverage ratio through December 31, 2006 and provides Dobson with improved operating flexibility.

Credit agreement provisions governing Dobson Cellular Systems' ability to distribute cash to the parent for interest, dividends and taxes have not changed, and the $150 million revolver portion of the credit facility remains available under the amended agreement. Finally, under specified terms and conditions, including covenant compliance, the Dobson Cellular credit facility may be increased by as much as an additional $200 million.

First Quarter 2004 Conference Call

On Tuesday, May 11, 2004, Dobson plans to hold a conference call to discuss its first quarter 2004 results. The call is scheduled to begin at 10 a.m. CDT, 11 a.m. EDT. Investors will be able to listen by phone or via web-cast on Dobson's web site at www.dobson.net. During the call, management may review its expectations for 2004. Those interested may access the call by dialing:



 Conference call   (800) 818-5264
 Pass code                 538364

 A replay of the call will be available later in the day via
 Dobson's web site or by phone.

 Replay            (888) 203-1112
 Pass code                 538364

 The replay will be available by phone for two weeks.

Dobson Communications is a leading provider of wireless phone services to rural and suburban markets in the United States. Headquartered in Oklahoma City, the Company owns wireless operations in 16 states. For additional information on Dobson and its operations, please visit its web site at www.dobson.net.

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, but are not limited to, increased levels of competition; shortages of key network equipment and/or handsets; restrictions on the Company's ability to finance its growth; and other factors. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports and other filings filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.



 Table 1

 Dobson Communications Corporation
 Statements of Operations
                                             Three Months Ended
                                                   March 31,
                                             2004            2003
                                         ------------    ------------
                                          ($ in thousands except per
                                                  share data)
                                                  (unaudited)
 Operating Revenue
  Service revenue                        $    181,699    $     82,786
  Roaming revenue                              42,075          40,919
  Equipment & other revenue                    10,017           5,187
                                         ------------    ------------
   Total                                      233,791         128,892
                                         ------------    ------------

 Operating Expenses
  (excluding depreciation & amortization)
  Cost of service                              54,186          30,547
  Cost of equipment                            23,534           8,496
  Marketing & selling                          29,162          13,142
  General & administrative                     43,776          16,607
                                         ------------    ------------
   Total                                      150,658          68,792
                                         ------------    ------------
 EBITDA (1)                                    83,133          60,100

  Depreciation & amortization                 (45,448)        (19,940)
                                         ------------    ------------
 Operating income                              37,685          40,160
  Minority interest                              (944)         (1,619)
  Interest expense                            (54,238)        (23,872)
  Gain from extinguishment of debt              5,739              --
  Dividends on mandatorily redeemable
   preferred stock                             (8,618)             --
  Other income, net                             1,277           1,959
                                         ------------    ------------
 (Loss) income before income taxes            (19,099)         16,628
  Income tax benefit (expense)                  3,974          (6,318)
                                         ------------    ------------
 (Loss) income from continuing operations     (15,125)         10,310
 Discontinued operations:
  Income from discontinued operations,
   net of taxes (2)                               443           4,736
                                         ------------    ------------
 Net (loss) income                            (14,682)         15,046
  Dividends on preferred stock                 (1,859)        (20,530)
  Gain on redemption of preferred stock            --          23,615
                                         ------------    ------------
 Net (loss) income applicable to
  common shareholders                    $    (16,541)   $     18,131
                                         ============    ============
 Basic net (loss) income applicable to
  common shareholders per common share:
   Continuing operations                 $      (0.11)   $       0.12
   Discontinued operations                       0.00            0.05
   Dividends on and redemption of
    preferred stock                             (0.01)           0.03
                                         ------------    ------------
 Total basic net (loss) income
  applicable to common shareholders
  per common share                       $      (0.12)   $       0.20
                                         ============    ============
 Basic weighted average common
  shares outstanding                      133,727,123      90,111,815
                                         ============    ============
 Total diluted net (loss) income
  applicable to common shareholders
  per common share                       $      (0.12)   $       0.20
                                         ============    ============
 Diluted weighted average common
  shares outstanding                      133,727,123      91,789,635
                                         ============    ============


 (1) EBITDA is defined as income (loss) from continuing operations
     before interest income, interest expense, income taxes,
     depreciation, amortization, other income, gain (loss) from
     extinguishment of debt., dividends on mandatorily redeemable
     preferred stock and minority interests. We believe that EBITDA
     provides meaningful additional information concerning a company's
     operating results and its ability to service its long-term debt
     and other fixed obligations and to fund its continued growth.
     Many financial analysts consider EBITDA to be a meaningful
     indicator of an entity's ability to meet its future financial
     obligations, and they consider growth in EBITDA to be an
     indicator of future profitability, especially in a
     capital-intensive industry such as wireless telecommunications.
     You should not construe EBITDA as an alternative to net income
     (loss) as determined in accordance with GAAP, as an alternative
     to cash flows from operating activities as determined in
     accordance with GAAP or a measure of liquidity. Because EBITDA is
     not calculated in the same manner by all companies, it may not be
     comparable to other similarly titled measures of other companies.

 (2) Operating results from income from discontinued operations:

                                         Three Months Ended March 31,
                                             2004           2003
                                         ------------    ------------
     Service revenue                     $      2,383    $     12,070
     Roaming revenue                            1,067          13,379
     Equipment & other revenue                    106             604
                                         ------------    ------------
       Total operating revenue                  3,556          26,053
                                         ------------    ------------
     Cost of service                              824           5,901
     Cost of equipment                            235           1,411
     Marketing & selling                          605           2,513
     General & administrative                     529           3,117
                                         ------------    ------------
       Total operating expenses
        (excluding depreciation
         and amortization)                      2,193          12,942
                                         ------------    ------------
     EBITDA                                     1,363          13,111
                                         ------------    ------------
     Depreciation & amortization                 (647)         (3,363)
     Interest expense & other                      (2)         (2,108)
     Income tax expense                          (271)         (2,904)
                                         ------------    ------------
     Income from discontinued operations $        443    $      4,736
                                         ============    ============


 Table 2

 Dobson Communications Corporation
 Selected Balance Sheet and Statistical Data

 Balance Sheet Data:               March 31, 2004   December 31, 2003
                                   --------------   -----------------
                                  ($ in millions)    ($ in millions)
                                    (unaudited)

 Cash and cash equivalents
 (unrestricted) (1)                $        142.0    $          208.2
                                   ==============    ================
 Total Debt:
  DCS credit facility              $        547.2    $          548.6
  DCC 10.875% Senior Notes, net             298.5               298.4
  DCC 8.875% Senior Notes                   594.5               650.0
  Dobson/Sygnet Senior Notes                   --                 5.3
  ACC 9.5% Senior Notes, net                 13.1                12.9
  ACC 10.0% Senior Notes                    900.0               900.0
                                   --------------    ----------------
   Total debt                      $      2,353.3    $        2,415.2
                                   ==============    ================
  Preferred Stock:
   Senior Exchangeable Preferred
    Stock, 12.25%, net (2)                   59.4                59.2
   Senior Exchangeable Preferred
    Stock, 13.00%, net (3)                  194.2               194.1
   Series F Preferred Stock                 122.5               122.5
                                   --------------    ----------------
      Total preferred stock        $        376.1    $          375.8
                                   ==============    ================


                                   Quarter Ended      Quarter Ended
                                   March 31, 2004     March 31, 2003
                                   --------------    ----------------
                                  ($ in millions)     ($ in millions)

 Capital Expenditures (4):         $        40.6     $          16.8
                                   =============     ===============

 (1) Includes $19.8 million and $30.8 million of cash from American
     Cellular at March 31, 2004 and December 31, 2003, respectively.

 (2) Net of deferred financing costs of $(0.5) million and $(0.6)
     million and discount of $(1.1) million and $(1.2) million at
     March 31, 2004 and December 31, 2003, respectively.

 (3) Net of deferred financing costs of $(1.8) million and $(1.9)
     million at March 31, 2004 and December 31, 2003, respectively.

 (4) Does not include $13.2 million of capital expenditures for
     American Cellular for the quarter ended March 31, 2003.



 Table 3

 Dobson Communications Corporation
 (Includes results of American Cellular since
  its acquisition on 8/19/03)

 For the Quarter Ended

                 3/31/2003 6/30/2003 9/30/2003  12/31/2003  3/31/2004
                 --------- --------- ---------- ---------- ----------
                       ($ in thousands except per subscriber data)
                                       (unaudited)
 Operating
 Revenue
  Service
   revenue       $  82,786 $  89,022 $  148,344 $  185,708 $  181,699
  Roaming
   revenue          40,919    48,427     55,721     56,132     42,075
  Equipment
  & other
   revenue           5,187     6,028      9,005      8,475     10,017
                 --------- --------- ---------- ---------- ----------
 Total             128,892   143,477    213,070    250,315   233,791
                 --------- --------- ---------- ---------- ----------

 Operating Expenses
 (excluding
  depreciation &
  amortization)
   Cost of
    service         30,547    33,468     49,958     59,463     54,186
   Cost of
    equipment        8,496     9,440     16,924     21,752     23,534
   Marketing &
    selling         13,142    14,051     21,607     30,747     29,162
   General &
   administrative   16,607    15,985     29,324     44,192     43,776
                 --------- --------- ---------- ---------- ----------
 Total              68,792    72,944    117,813    156,154    150,658
                 --------- --------- ---------- ---------- ----------
 EBITDA (1)(2)   $  60,100 $  70,533 $   95,257 $   94,161 $   83,133
                 ========= ========= ========== ========== ==========

 Pops            5,240,800 5,623,900 10,620,900 10,620,900 10,790,300

 Post-paid
  Gross Adds        36,500    38,100     68,800     89,100     68,700
  Net Adds           6,700    11,300     12,000      8,200    (14,300)
  Subscribers      646,300   772,900  1,441,800  1,451,700  1,457,600
  Churn                1.5%      1.4%       1.7%       1.9%       1.9%
  Average Service
   Revenue per
   Subscriber
   (ARPU)        $      42 $      43 $       44 $       42 $       41

 Pre-paid
  Gross Adds         3,100     3,600      7,000     12,600     16,000
  Net Adds           1,900       800      1,700      4,700      7,400
  Subscribers        7,400    20,900     30,600     28,700     36,400

 Reseller
  Gross Adds         7,200     6,500     11,000     15,400     14,900
  Net Adds           3,200     2,400        900      1,500      1,500
  Subscribers       24,600    34,700     70,200     71,700     73,200

 Total
  Gross Adds        46,800    48,200     86,800    117,100     99,600
  Net Adds          11,800    14,500     14,600     14,400     (5,400)
  Subscribers      678,300   828,500  1,542,600  1,552,100  1,567,200
  Penetration         12.9%     14.7%      14.5%      14.6%      14.5%

 (1) Includes, $1.9 million, $2.1 million, $2.2 million, $1.7 million
     and $1.3 million of EBITDA for the quarters ended March 31, 2003,
     June 30, 2003, September 30, 2003, December 31, 2003 and March
     31, 2004, respectively, related to minority interests.

 (2) A reconciliation of EBITDA to net income from continuing
     operations as determined in accordance with generally accepted
     accounting principles is as follows:

     Income (loss)
      from con-
      tinuing
      operations $  10,310 $  16,515 $  (22,472)$  (55,053)$  (15,125)
     Add back non-
      EBITDA items
      included in
      income from
      continuing
      operations:
       Deprecia-
        tion &
        amortiza-
        tion       (19,940)  (21,323)   (32,601)   (45,560)   (45,448)
     Interest
      expense      (23,872)  (23,450)   (37,869)   (52,957)   (54,238)
     Minority
      Interest      (1,619)   (1,785)    (1,846)    (1,291)      (944)
     (Loss) gain
      from ex-
      tinguishment
      of debt           --        --    (28,102)   (24,175)     5,739
     Loss from
      redemption
      of preferred
      stock             --        --         --    (26,777)        --
     Dividends on
      mandatorily
      redeemable
      preferred
      stock             --        --    (17,833)   (12,735)    (8,618)
     Other income
      (expense)      1,959     2,653     (2,313)     1,530      1,277
     Income tax
      expense       (6,318)  (10,113)     2,835     12,751      3,974
                 --------- --------- ---------- ---------- ----------
     EBITDA      $  60,100 $  70,533 $   95,257 $   94,161 $   83,133
                 ========= ========= ========== ========== ==========


 Table 4

 Dobson Cellular Systems
 (Formerly DOC and Sygnet)
 For the Quarter Ended

                 3/31/2003 6/30/2003  9/30/2003 12/31/2003  3/31/2004
                 --------- --------- ---------- ---------- ----------
                     ($ in thousands except per subscriber data)
                                     (unaudited)
 Operating
 Revenue
  Service
   revenue       $  82,786 $  89,022 $  109,714 $  107,335 $  104,327
  Roaming
   revenue          40,919    48,427     41,182     30,722     23,962
  Equipment &
   other revenue     5,187     6,028      7,749      6,357      7,330
                 --------- --------- ---------- ---------- ----------
 Total             128,892   143,477    158,645    144,414    135,619
                 --------- --------- ---------- ---------- ----------
 Operating
 Expenses
  (excluding
  depreciation &
  amortization)
   Cost of
    service         30,547    33,468     38,536     36,013     32,218
   Cost of
    equipment        8,496     9,440     12,424     11,148     13,410
   Marketing &
    selling         13,142    14,051     15,053     16,283     15,947
   General &
    administrative  16,602    15,980     20,997     23,010     23,284
                 --------- --------- ---------- ---------- ----------
 Total              68,787    72,939     87,010     86,454     84,859
                 --------- --------- ---------- ---------- ----------
 EBITDA (1)(2)   $  60,105 $  70,538 $   71,635 $   57,960 $   50,760
                 ========= ========= ========== ========== ==========

 Pops            5,240,800 5,623,900  5,623,900  5,623,900  5,793,300
 Post-paid
  Gross Adds        36,500    38,100     47,700     45,700     37,800
  Net Adds           6,700    11,300      9,700      2,700    (10,000)
  Subscribers      646,300   772,900    776,400    780,800    791,000
  Churn                1.5%      1.4%       1.6%       1.8%       2.0%
  Average Service
   Revenue per
   Subscriber
   (ARPU)        $      42 $      43 $       46 $       45 $       43

 Pre-paid
  Gross Adds         3,100     3,600      5,700      7,000      9,000
  Net Adds           1,900       800      1,600      2,300      4,200
  Subscribers        7,400    20,900     22,500     18,200     22,700

 Reseller
  Gross Adds         7,200     6,500      8,900     10,000      9,200
  Net Adds           3,200     2,400      1,100      1,900      1,200
  Subscribers       24,600    34,700     42,000     43,900     45,100

 Total
  Gross Adds        46,800    48,200     62,300     62,700     56,000
  Net Adds          11,800    14,500     12,400      6,900     (4,600)
  Subscribers      678,300   828,500    840,900    842,900    858,800
  Penetration         12.9%     14.7%      15.0%      15.0%      14.8%

 (1) Includes, $1.9 million, $2.1 million, $2.2 million, $1.7 million
     and $1.3 million of EBITDA for the quarters ended March 31, 2003,
     June 30, 2003, September 30, 2003, December 31, 2003 and March
     31, 2004, respectively, related to minority interests.

 (2) A reconciliation of EBITDA to net income from continuing
     operations as determined in accordance with generally accepted
     accounting principles is as follows:

     Income from
      continuing
      operations $  14,983 $  21,346 $    1,094 $    3,771 $   10,837
     Add back non-
      EBITDA items
      included in
      net income
      from con-
      tinuing
      operations:
       Deprecia-
        tion &
        amortiza-
        tion       (19,821)  (21,206)   (23,975)   (25,774)   (25,217)
     Interest
      expense      (16,033)  (16,159)   (13,842)    (7,701)    (9,216)
     Minority
      Interest      (1,619)   (1,785)    (1,847)    (1,291)      (944)
     Loss from
      extinguish-
      ment of
      debt              --        --    (28,102)   (24,175)      (349)
     Other income
      (expense)      1,533     3,043     (2,105)     3,838      2,445
     Income tax
      expense       (9,182)  (13,085)      (670)       914     (6,642)
                 --------- --------- ---------- ---------- ----------
     EBITDA      $  60,105 $  70,538 $   71,635 $   57,960 $   50,760
                 ========= ========= ========== ========== ==========


 Table 5

 American Cellular Corporation

 For the Quarter Ended
                                            Predecessor
                             ---------------------------------------
                                                           7/1/03 -
                              3/31/2003      6/30/2003     8/18/2003
                             ----------     ----------    ----------
                           ($ in thousands except per subscriber data)
                                           (unaudited)
 Operating Revenue
  Service revenue            $   75,176     $   78,120    $   42,492
  Roaming revenue                27,680         34,718        19,989
  Equipment & other revenue       3,634          4,099         2,819
                             ----------     ----------    ----------
    Total                       106,490        116,937        65,300
                             ----------     ----------    ----------
 Operating Expenses
 (excluding depreciation
  & amortization)
   Cost of service               23,569         24,854        13,802
   Cost of equipment              8,909          9,182         5,527
   Marketing & selling           12,391         12,442         6,348
   General & administrative      17,694         17,253         9,488
                             ----------     ----------    ----------
    Total                        62,563         63,731        35,165
                             ----------     ----------    ----------
 EBITDA (1)                  $   43,927     $   53,206    $   30,135
                             ==========     ==========    ==========

 Pops                         4,997,000      4,997,000     4,997,000

 Post-paid
  Gross Adds                     38,500         37,900        22,800
  Net Adds                         (200)         3,500         2,000
  Subscribers                   657,600        661,100       663,100
  Churn                             2.0%           1.7%          2.0%
  Average Service Revenue
   per Subscriber (ARPU)     $       38     $       39    $       40

 Pre-paid
  Gross Adds                      3,400          3,200         1,800
  Net Adds                        1,700          1,000           400
  Subscribers                     6,600          7,600         8,000

 Reseller
  Gross Adds                      5,200          5,200         2,500
  Net Adds                          200            900          (400)
  Subscribers                    27,900         28,800        28,400

 Total
  Gross Adds                     47,100         46,300        27,100
  Net Adds                        1,700          5,400         2,000
  Subscribers                   692,100        697,500       699,500
  Penetration                      13.9%          14.0%         14.0%

 (1) A reconciliation of EBITDA to net income (loss) as determined in
     accordance with generally accepted accounting principles is as
     follows:

     Net income (loss) from
      continuing operations  $   (2,406)    $    2,103    $    2,642
     Add back non-EBITDA
      items included in net
      income (loss):
       Depreciation &
        amortization            (17,004)       (17,573)       (9,014)
     Interest expense           (31,254)       (31,211)      (15,672)
   Dividends on mandatorily
    redeemable preferred stock       --             --          (703)
   Other income (loss)              321           (917)           58
   Income tax (expense) benefit   1,604         (1,402)       (2,162)
                             ----------     ----------    ----------
   EBITDA                    $   43,927     $   53,206    $   30,135
                             ==========     ==========    ==========


                                               ACC
                             ---------------------------------------
                              8/19/03 -
                              9/30/2003     12/31/2003     3/31/2004
                             ----------     ----------    ----------
 Operating Revenue
  Service revenue            $   38,630     $   78,372    $   77,372
  Roaming revenue                14,539         25,410        18,113
  Equipment & other revenue       1,994          3,679         4,424
                             ----------     ----------    ----------
    Total                        55,163        107,461        99,909
                             ----------     ----------    ----------
 Operating Expenses
 (excluding depreciation
  & amortization)
   Cost of service               11,612         23,849        22,148
   Cost of equipment              4,500         10,604        10,124
   Marketing & selling            6,553         14,464        13,215
   General & administrative       8,872         22,338        22,044
                             ----------     ----------    ----------
    Total                       31,537          71,255        67,531
                             ----------     ----------    ----------
 EBITDA (1)                  $   23,626     $   36,206    $   32,378
                             ==========     ==========    ===========

 Pops                         4,997,000      4,997,000      4,997,000

 Post-paid
  Gross Adds                     21,100         43,400         30,900
  Net Adds                        2,300          5,500         (4,300)
  Subscribers                   665,400        670,900        666,600
  Churn                             2.1%           1.9%           1.8%
  Average Service Revenue per
   Subscriber (ARPU)         $       41     $       39    $        38

 Pre-paid
  Gross Adds                      1,300          5,600          7,000
  Net Adds                          100          2,400          3,200
  Subscribers                     8,100         10,500         13,700

 Reseller
  Gross Adds                      2,100          5,400          5,700
  Net Adds                         (200)          (400)           300
  Subscribers                    28,200         27,800         28,100

 Total
  Gross Adds                     24,500         54,400         43,600
  Net Adds                        2,200          7,500           (800)
  Subscribers                   701,700        709,200        708,400
  Penetration                      14.0%          14.2%          14.2%

  (1) A reconciliation of EBITDA to net income (loss) as determined in
      accordance with generally accepted accounting principles is as
      follows:

      Net income (loss) from
       continuing operations $      656     $   (5,005)   $   (7,364)
      Add back non-EBITDA
       items included in net
       income (loss):
        Depreciation &
         amortization            (8,861)       (19,786)      (20,231)
      Interest expense          (13,849)       (23,924)      (23,675)
      Dividends on mandatorily
       redeemable preferred
       stock                         --             --            --
      Other income (loss)           142           (568)         (350)
      Income tax (expense)
       benefit                     (402)         3,067         4,514
                             ----------     ----------    ----------
   EBITDA                    $   23,626     $   36,206    $   32,378
                             ==========     ==========    ==========


            

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