Dobson Communications Reports Third Quarter 2004 Results


OKLAHOMA CITY, Nov. 4, 2004 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL) today reported a net loss applicable to common shareholders of $13.5 million, or $0.10 per share, for the third quarter ended September 30, 2004. This compares with a net loss applicable to common shareholders of $21.2 million, or $0.19 per share, for the third quarter of 2003, which included a $28.1 million loss from extinguishment of debt. (See Table 1.) In the second quarter of 2004, Dobson reported a net loss applicable to common shareholders of $15.9 million, or $0.12 per share.

Dobson's current-year results include the operations of Michigan 5 Rural Service Area (RSA), which the Company acquired on February 17, 2004, and the Michigan markets acquired from NPI-Omnipoint Wireless, LLC on June 15, 2004. The Company's results of operations for the third quarter of 2003 include the operations of American Cellular Corporation from and after the date of acquisition on August 19, 2003. Complete results for American Cellular for all relevant periods are reflected in Table 5.

Dobson reported EBITDA of $95.1 million for the third quarter of 2004, compared with $95.3 million for the third quarter of 2003 and $85.7 million for the second quarter of 2004. Please see Table 3 for EBITDA reconciliation to GAAP measures.

Total revenue was $272.4 million for the third quarter of 2004, of which $62.2 million, or 23 percent, was roaming revenue. For the third quarter of 2003, Dobson reported total revenue of $213.1 million, of which $55.7 million, or 26 percent, was roaming revenue. For the second quarter of the current year, total revenue was $252.4 million, of which $50.6 million, or 20 percent, was roaming revenue.

Average service revenue per unit (ARPU) per month for the third quarter of 2004 was $41.20, compared with $41.71 for the same period last year and $40.03 for the second quarter of 2004. ARPU includes postpaid, prepaid and reseller ARPU.

In the third quarter of 2004, Dobson recognized $1.2 million in USF revenue related to its newly approved ETC designation in Wisconsin. Late in the third quarter, Dobson's subsidiary, Dobson Cellular Systems, Inc., was designated an Eligible Telecommunications Carrier (ETC) by the Public Service Commission of Michigan and by the Oklahoma Corporation Commission. With these designations, Dobson is eligible to receive additional Universal Service Fund (USF) support, which facilitates the delivery and improvement of telecommunications services to rural markets.

Based on the completion of routine ETC procedures, Dobson plans to recognize USF revenue of approximately $2 million in the fourth quarter of 2004.

Roaming Trends

Dobson Communications reported approximately 450 million roaming minutes of use (MOUs) for the third quarter of 2004, with a blended yield of approximately $0.138 per MOU. Roaming MOUs for the third quarter of 2004 reflected an approximately 1 percent increase over those for the third quarter of 2003 on a "same-store" basis that includes Michigan RSA 5, NPI and American Cellular throughout both periods. On this basis, for the third quarter of 2003, the Company would have reported approximately 446 million roaming MOUs.

Approximately 191 million roaming MOUs, or 43 percent of Dobson's third quarter roaming MOUs, were on its GSM network, compared with 25 percent in the second quarter of 2004 and 10 percent in the first quarter of 2004.

Operating Trends

As previously announced, Dobson reported approximately 121,600 total gross subscriber additions for the third quarter of 2004, of which approximately 69,000 selected GSM calling plans. Approximately 97,700 of its third quarter gross additions selected postpaid and prepaid calling plans, while approximately 23,900 related to resellers. (See Table 3.)

This compared with approximately 107,000 total gross subscriber additions in the second quarter of 2004, of which approximately 39,100 selected GSM calling plans.

For the third quarter of 2003, the Company reported approximately 113,900 gross additions for the combined operations of Dobson and American Cellular.

Postpaid customer churn was 2.05 percent for the third quarter of 2004, compared with 1.7 percent for the second quarter of 2004 and for the third quarter of 2003.

For the third quarter of 2004, the Company reported net subscriber additions of approximately 1,200, bringing total subscribers served as of September 30, 2004 to approximately 1,608,700. The Company's subscriber base declined by approximately 7,500 postpaid and 200 prepaid subscribers, while it added approximately 8,900 reseller subscribers. Dobson reported approximately 7,200 net subscriber additions for the second quarter of 2004 and 16,600 in last year's third quarter for its combined operations.

During the third quarter of 2004, approximately 74,500 TDMA subscribers migrated to GSM calling plans, compared with 68,700 migrations in the second quarter of 2004. The Company noted that the pace of migrations slowed in September 2004, compared with July and August.

At September 30, 2004, approximately 286,500 customers, or 18 percent of its total subscriber base, were on GSM calling plans, compared with approximately 152,600 GSM subscribers, or 9.5 percent of its subscriber base, at June 30, 2004.

As of September 30, 2004, approximately 70 percent of Dobson's postpaid subscribers were under contract and the average remaining life of contract was 13 months.

Capital Expenditures and Balance Sheet

Capital expenditures were approximately $28.9 million in the third quarter of 2004, bringing the Company's nine-month total to $117.8 million.

The Company ended the third quarter of 2004 with approximately $63.5 million in cash and cash equivalents, approximately $2.4 billion in total debt, and approximately $359 million in preferred stock obligations. (See Table 2.)

On October 26, 2004, Dobson Cellular Systems, Inc., a wholly owned subsidiary of Dobson Communications, announced the pricing of a private placement of $825 million of Senior Secured Notes, consisting of $250 million of 8-3/8% First Priority Senior Secured Notes due 2011, $250 million of First Priority Senior Secured Floating Rate Notes due 2011 and $325 million of 9-7/8% Second Priority Senior Secured Notes due 2012. The First Priority Senior Secured Floating Rate Notes due 2011 will bear interest at a rate equal to three-month LIBOR plus 4.75%.

The proceeds from the debt offering will be used to refinance outstanding borrowings under the existing senior credit facility of Dobson Cellular, repurchase a portion of Dobson Communications' outstanding debt securities in one or more privately negotiated transactions and for general corporate purposes, including the funding of the subsidiary's planned acquisition of RFB Cellular, Inc. As part of the refinancing, Dobson Cellular expects to amend its existing credit facility to, among other things, eliminate the term loan portion, amend the revolving portion to provide for maximum borrowing of $75 million, and amend certain financial covenants. These transactions are expected to close on Monday, November 8, 2004.

Dobson has bid to acquire the Michigan wireless assets of RFB Cellular and certain affiliates in a sale pursuant to Bankruptcy Code section 365. The auction is scheduled for December 14, 2004 and other bidders could submit higher bids. The acquisition is subject to bankruptcy court approval, scheduled for hearing on December 16, 2004.

Third Quarter 2004 Conference Call

On Friday, November 5, 2004, Dobson plans to hold a conference call to discuss its third quarter 2004 results. The call is scheduled to begin at 9 a.m. CT (10 a.m. ET). 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 is likely to discuss its expectations for the remainder of 2004. Those interested may access the call by dialing:



 Conference call (800) 810-0924
 Pass code              971039
 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            971039
 The replay will be available by phone for two weeks.

For further analysis of the third quarter of 2004, please see the Company's quarterly report on Form 10-Q, which Dobson plans to file on Tuesday, November 9, 2004.

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; the potential that a competitor may outbid Dobson for the RFB property, 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           Nine Months Ended
                     September 30,               September 30,
               --------------------------  --------------------------
                   2004          2003          2004         2003
               ------------  ------------  ------------  ------------
                      ($ in thousands except per share data)
                                     (unaudited)

 Operating Revenue
  Service
   revenue     $    198,740  $    148,344  $    569,728  $    320,152
  Roaming
   revenue           62,221        55,721       154,902       145,067
  Equipment &
   other revenue     11,438         9,005        33,923        20,220
               ------------  ------------  ------------  ------------
    Total           272,399       213,070       758,553       485,439
               ------------  ------------  ------------  ------------

 Operating Expenses
  (excluding
   depreciation &
   amortization)
  Cost of service
   (exclusive of
   depreciation &
   amortization
   shown separately
   below)            69,299        49,958       185,457       113,973
  Cost of
   equipment         30,242        16,924        81,647        34,860
  Marketing &
   selling           32,816        21,607        95,763        48,800
  General &
   administrative    44,893        29,324       131,725        61,916
               ------------  ------------  ------------  ------------
    Total           177,250       117,813       494,592       259,549
               ------------  ------------  ------------  ------------

 EBITDA (1)          95,149        95,257       263,961       225,890
  Depreciation &
   amortization     (49,456)      (32,601)     (141,539)      (73,864)
               ------------  ------------  ------------  ------------
 Operating income    45,693        62,656       122,422       152,026
  Interest
   expense          (54,456)      (37,869)     (161,477)      (85,190)
  Dividends on
   mandatorily
   redeemable
   preferred
   stock             (8,290)      (17,833)      (25,197)      (17,833)
  Other income
   (expense), net       511        (2,313)        2,230         2,299
  (Loss) gain from
   extinguishment
   of debt               --       (28,102)        5,739       (28,102)
  Gain (loss) on
   redemption and
   repurchases of
   mandatorily
   redeemable
   preferred stock    1,410            --         6,478           --
  Minority
   interests in
   income of
   subsidiaries      (1,512)       (1,846)       (3,514)       (5,251)
               ------------  ------------  ------------  ------------
 (Loss) income
  before income
  taxes             (16,644)      (25,307)      (53,319)       17,949
   Income tax
    benefit
    (expense)         5,636         2,835        13,139       (13,596)
               ------------  ------------  ------------  ------------
 (Loss) income
  from continuing
  operations        (11,008)      (22,472)      (40,180)        4,353
 Discontinued
  operations:
   Income from
    discontinued
    operations,
    net of
    taxes (2)            --         2,158           443        12,541
  Gain on
   discontinued
   operations,
   net of taxes          --            --            --        27,515
               ------------  ------------  ------------  ------------
 Net (loss)
  income            (11,008)      (20,314)      (39,737)       44,409
   Dividends on
    preferred
    stock            (2,473)         (878)       (6,190)      (41,421)
   Gain on re-
    demption and
    repurchases
    of preferred
    stock                --            --            --       218,310
               ------------  ------------  ------------  ------------
 Net (loss) in-
  come applicable
  to common share-
  holders      $    (13,481) $    (21,192) $    (45,927) $    221,298
               ============  ============  ============  ============
 Basic net (loss)
  income applic-
  able to common
  shareholders per
  common share $      (0.10) $      (0.19) $      (0.34) $       2.28
               ============  ============  ============  ============
 Basic weighted
  average common
  shares out-
  standing      133,790,430   110,588,140   133,763,531    97,059,585
               ============  ============  ============  ============
 Diluted net
  (loss) income
  applicable to
  common share-
  holders per
  common share $      (0.10) $      (0.19) $      (0.34) $       2.21
               ============  ============  ============  ============
 Diluted weighted
  average common
  shares out-
  standing      133,790,430   110,588,140   133,763,531   100,128,791
               ============  ============  ============  ============


 (1) EBITDA is defined as income (loss) from continuing operations
     before depreciation and amortization, interest expense, dividends
     on mandatorily redeemable preferred stock, other income
     (expense), net, gain (loss) from extinguishment of debt, gain
     (loss) from redemption and repurchases of mandatorily redeemable
     preferred stock, minority interests in income of subsidiaries and
     income tax benefit (expense). 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      Nine Months Ended
                            September 30,           September 30,
                          2004         2003        2004       2003
                        --------     --------    --------   --------
    Service revenue     $     --     $  4,419    $  2,383   $ 27,424
    Roaming revenue           --        5,754       1,067     33,518
    Equipment &
     other revenue            --          183         106      1,343
                        --------     --------    --------   --------
     Total operating
      revenue                 --       10,356       3,556     62,285
                        --------     --------    --------   --------
    Cost of service
     (exclusive of
     depreciation &
     amortization
     shown separately
     below)                   --        2,247         824     13,627
    Cost of
     equipment                --          499         235      3,065
    Marketing &
     selling                  --        1,130         605      5,928
    General &
     administrative           --        1,099         529      7,245
                        --------     --------    --------   --------
     Total operating
      expenses (ex-
      cluding depre-
      ciation and
      amortization)           --        4,975       2,193     29,865
                        --------     --------    --------   --------
    EBITDA                    --        5,381       1,363     32,420
                        --------     --------    --------   --------
    Depreciation &
     amortization             --       (1,231)       (647)    (7,591)
    Interest ex-
     pense & other            --         (670)         (2)    (4,601)
    Income tax
     expense                  --       (1,322)       (271)    (7,687)
                        --------     --------    --------   --------
    Income from
     discontinued
     operations         $     --     $  2,158    $    443   $ 12,541
                        ========     ========    ========   ========


 Table 2

 Dobson Communications Corporation
 Selected Balance Sheet and Statistical Data

 Balance Sheet Data:           September 30, 2004   December 31, 2003
                               ------------------   -----------------
                                ($ in millions)      ($ in millions)
                                  (unaudited)

 Cash and cash equivalents
  (unrestricted) (1)                $   63.5              $  208.2
                                    ========              ========
 Total Debt:
  DCS credit facility               $  565.5              $  548.6
  DCC 10.875% Senior Notes, net        298.6                 298.4
  DCC 8.875% Senior Notes              594.5                 650.0
  Dobson/Sygnet Senior Notes              --                   5.3
  ACC 9.5% Senior Notes, net            13.6                  12.9
  ACC 10.0% Senior Notes               900.0                 900.0
                                    --------              --------
   Total debt                        2,372.2              $2,415.2
                                    ========              ========
 Preferred Stock:
  Senior Exchangeable Preferred
   Stock, 12.25%, net (2)               45.2                  59.2
  Senior Exchangeable Preferred
   Stock, 13.00%, net (3)              191.4                 194.1
  Series F Preferred Stock             122.5                 122.5
                                    --------              --------
   Total preferred stock            $  359.1              $  375.8
                                    ========              ========


                                          Nine Months Ended
                                            September 30,
                                      2004                  2003
                                    --------              --------
                                            ($ in millions)

 Capital Expenditures (4):          $  117.8              $  106.0
                                    ========              ========

 (1) Includes $7.2 million and $30.8 million of cash from American
     Cellular at September 30, 2004 and December 31, 2003,
     respectively.
 (2) Net of deferred financing costs of $(0.2) million and $(0.6)
     million and discount of $(0.8) million and $(1.2) million at
     September 30, 2004 and December 31, 2003, respectively.
 (3) Net of deferred financing costs of $(1.5) million and $(1.9)
     million at September 30, 2004 and December 31, 2003,
     respectively.
 (4) Does not include $33.5 million of capital expenditures for
     American Cellular for the period from January 1, 2003 to August
     18, 2003.


 Table 3

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

 For the Quarter Ended

                9/30/2003 12/31/2003  3/31/2004  6/30/2004  9/30/2004
               ---------- ---------- ---------- ---------- ----------
                    ($ in thousands except per subscriber data)
                                    (unaudited)

 Operating
 Revenue
  Service
   revenue     $  148,344 $  185,708 $  181,699 $  189,288 $  198,740
  Roaming
   revenue         55,721     56,132     42,075     50,606     62,221
  Equipment &
   other
   revenue          9,005      8,475     10,017     12,469     11,438
               ---------- ---------- ---------- ---------- ----------
 Total            213,070    250,315    233,791    252,363    272,399
               ---------- ---------- ---------- ---------- ----------
 Operating
 Expenses
 (excluding
 depreciation
 & amortization)
  Cost of
   service         49,958     59,463     54,186     61,972     69,299
  Cost of
   equipment       16,924     21,752     23,534     27,870     30,242
  Marketing &
   Selling         21,607     30,747     29,162     33,786     32,816
  General &
   adminis-
   trative         29,324     44,192     43,776     43,056     44,893
               ---------- ---------- ---------- ---------- ----------
 Total            117,813    156,154    150,658    166,684    177,250
               ---------- ---------- ---------- ---------- ----------
 EBITDA (1)(2) $   95,257 $   94,161 $   83,133 $   85,679 $   95,149
               ========== ========== ========== ========== ==========

 Pops          10,620,900 10,620,900 10,790,300 11,436,800 11,436,800

 Post-paid
  Gross Adds       68,800     89,100     68,700     73,500     83,200
  Net Adds         12,000      8,200    (14,300)      (400)    (7,500)
  Subscribers   1,441,800  1,451,700  1,457,600  1,480,100  1,472,600
  Churn               1.7%       1.9%       1.9%       1.7%       2.0%
  Average
   Service
   Revenue per
   Subscriber
   (ARPU)      $    43.68 $    42.16 $    40.86 $    42.33 $    43.92

 Pre-paid
  Gross Adds        7,000     12,600     16,000     13,300     14,500
  Net Adds          1,700      4,700      7,400     (1,300)      (200)
  Subscribers      30,600     28,700     36,400     45,300     45,100

 Reseller
  Gross Adds       11,000     15,400     14,900     20,200     23,900
  Net Adds            900      1,500      1,500      8,900      8,900
  Subscribers      70,200     71,700     73,200     82,100     91,000

 Total
  Gross Adds       86,800    117,100     99,600    107,000    121,600
  Net Adds         14,600     14,400     (5,400)     7,200      1,200
  Subscribers   1,542,600  1,552,100  1,567,200  1,607,500  1,608,700
  ARPU         $    41.71 $    40.01 $    38.83 $    40.03 $    41.20
  Penetration        14.5%      14.6%      14.5%      14.1%      14.1%

 (1) Includes $2.2 million, $1.7 million, $1.3 million, $1.6 million
     and $1.9 million of EBITDA for the quarters ended September 30,
     2003, December 31, 2003, March 31, 2004, June 30, 2004 and
     September 30, 2004 respectively, related to minority interests.

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

 Loss from
 continuing
 operations   $ (22,472) $ (55,053) $ (15,125) $ (14,047) $ (11,008)
  Add back non-
  EBITDA items
  included in
  loss from
  continuing
  operations:
 Depreciation &
  amortization   (32,601)   (45,560)   (45,448)   (46,635)   (49,456)
 Interest
  expense        (37,869)   (52,957)   (54,238)   (52,784)   (54,456)
 Dividends on
  mandatorily
  redeemable
  preferred
  stock          (17,833)   (12,735)    (8,618)    (8,289)    (8,290)
 Other
  (expense)
  income, net     (2,313)     1,530      1,277        442        511
 (Loss) gain
  from extin-
  guishment of
  debt           (28,102)   (24,175)     5,739        --          --
 (Loss) gain
  from redemp-
  tion of pre-
  ferred stock       --     (26,777)       --       5,069      1,410
 Minority
  interests in
  income of
  subsidiaries    (1,846)    (1,291)      (944)    (1,058)    (1,512)
 Income tax
  benefit          2,835     12,751      3,974      3,529      5,636
              ---------- ---------- ---------- ---------- ----------
 EBITDA       $   95,257 $   94,161 $   83,133 $   85,679 $   95,149
              ========== ========== ========== ========== ==========


 Table 4

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

                9/30/2003 12/31/2003  3/31/2004  6/30/2004  9/30/2004
               ---------- ---------- ---------- ---------- ----------
                   ($ in thousands except per subscriber data)
                                    (unaudited)
 Operating
 Revenue
  Service
   revenue     $  109,714 $  107,335 $  104,327 $  109,460 $  114,732
  Roaming
   revenue         41,182     30,722     23,962     29,206     35,695
  Equipment &
   other
   revenue          7,749      6,357      7,330      8,541      9,203
               ---------- ---------- ---------- ---------- ----------
 Total            158,645    144,414    135,619    147,207    159,630
               ---------- ---------- ---------- ---------- ----------

 Operating
 Expenses
 (excluding de-
 preciation &
 amortization)
  Cost of
   service         38,536     36,013     32,218     38,542     42,847
  Cost of
   equipment       12,424     11,148     13,410     15,042     18,660
  Marketing &
   selling         15,053     16,283     15,947     18,538     18,472
  General & ad-
   ministrative    20,997     23,010     23,284     22,920     24,513
               ---------- ---------- ---------- ---------- ----------
 Total             87,010     86,454     84,859     95,042    104,492
               ---------- ---------- ---------- ---------- ----------

 EBITDA (1)(2) $   71,635 $   57,960 $   50,760 $   52,165 $   55,138
               ========== ========== ========== ========== ==========

 Pops           5,623,900  5,623,900  5,793,300  6,439,800  6,439,800

 Post-paid
  Gross Adds       47,700     45,700     37,800     40,200     46,300
  Net Adds          9,700      2,700    (10,000)    (1,100)    (7,200)
  Subscribers     776,400    780,800    791,000    812,800    805,600
  Churn               1.6%       1.8%       2.0%       1.7%       2.2%
  Average Ser-
   vice Revenue
   per Subscriber
  (ARPU)       $    46.02 $    45.14 $    43.32 $    44.95 $    46.11

 Pre-paid
  Gross Adds        5,700      7,000      9,000      8,300     10,100
  Net Adds          1,600      2,300      4,200       (500)       100
  Subscribers      22,500     18,200     22,700     32,400     32,500

 Reseller
  Gross Adds        8,900     10,000      9,200     10,100     11,000
  Net Adds          1,100      1,900      1,200      3,500      3,000
  Subscribers      42,000     43,900     45,100     48,600     51,600

 Total
  Gross Adds       62,300     62,700     56,000     58,600     67,400
  Net Adds         12,400      6,900     (4,600)     1,900     (4,100)
  Subscribers     840,900    842,900    858,800    893,800    889,700
  ARPU         $    43.81 $    42.50 $    40.87 $    42.17 $    42.89
  Penetration        15.0%      15.0%      14.8%      13.9%      13.8%

 (1) Includes $2.2 million, $1.7 million, $1.3 million, $1.6 million
     and $1.9 million of EBITDA for the quarters ended September 30,
     2003, December 31, 2003, March 31, 2004, June 30, 2004 and
     September 30, 2004 respectively, related to minority interests.

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

 Income (loss)
  from continuing
  operations   $   1,094  $   3,771  $  10,837  $  (1,302) $   (2,562)
 Add back non-
  EBITDA items
  included in
  income
  (loss) from
  continuing
  operations:
 Depreciation &
  amortization   (23,975)   (25,774)   (25,217)   (25,716)    (28,575)
 Interest
  expense        (13,842)    (7,701)    (9,216)   (28,754)    (30,161)
 Other (expense)
  income, net     (2,105)     3,838      2,445      1,264         977
 Loss from extin-
  guishment of
  debt           (28,102)   (24,175)      (349)        --         --
 Minority
  interests in
  income of
  subsidiaries    (1,847)    (1,291)      (944)    (1,059)    (1,512)
 Income tax
  (expense)
  benefit           (670)       914     (6,642)       798      1,571
               ---------- ---------- ---------- ---------- ----------
 EBITDA        $   71,635 $   57,960 $   50,760 $   52,165 $   55,138
               ========== ========== ========== ========== ==========


 Table 5
 
 American Cellular Corporation

                               Predecessor             ACC
                               ----------    ------------------------
                                7/1/03 -     8/19/03 -
 For the Quarter Ended          8/18/2003     9/30/2003    12/31/2003
                               ----------    ----------    ----------
                           ($ in thousands except per subscriber data)
                                            (unaudited)

 Operating Revenue
  Service revenue              $   42,492    $   38,630    $   78,372
  Roaming revenue                  19,989        14,539        25,410
  Equipment & other revenue         2,819         1,994         3,679
                               ----------    ----------    ----------
   Total                           65,300        55,163       107,461
                               ----------    ----------    ----------

 Operating Expenses
 (excluding depreciation &
 amortization)
  Cost of service                  13,802        11,612        23,849
  Cost of equipment                 5,527         4,500        10,604
  Marketing & selling               6,348         6,553        14,464
  General & administrative          9,488         8,872        22,338
                               ----------    ----------    ----------
   Total                           35,165        31,537        71,255
                               ----------    ----------    ----------

 EBITDA (1)                    $   30,135    $   23,626    $   36,206
                               ==========    ==========    ==========

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

 Post-paid
  Gross Adds                       22,800        21,100        43,400
  Net Adds                          2,000         2,300         5,500
  Subscribers                     663,100       665,400       670,900
  Churn                               2.0%          2.1%          1.9%
  Average Service Revenue per
  Subscriber (ARPU)            $    39.55    $    41.09    $    38.67

 Pre-paid
  Gross Adds                        1,800         1,300         5,600
  Net Adds                            400           100         2,400
  Subscribers                       8,000         8,100        10,500

 Reseller
  Gross Adds                        2,500         2,100         5,400
  Net Adds                           (400)         (200)         (400)
  Subscribers                      28,400        28,200        27,800

 Total
  Gross Adds                       27,100        24,500        54,400
  Net Adds                          2,000         2,200         7,500
  Subscribers                     699,500       701,700       709,200
  ARPU                         $    38.02    $    39.38    $    37.03
  Penetration                        14.0%         14.0%         14.2%


                                                 ACC
                               --------------------------------------
                                3/31/2004     6/30/2004     9/30/2004
                               ----------    ----------    ----------
                           ($ in thousands except per subscriber data)
                                             (unaudited)

 Operating Revenue
  Service revenue              $   77,372    $   79,828    $   84,008
  Roaming revenue                  18,113        21,401        26,526
  Equipment & other revenue         4,424         5,665         3,973
                               ----------    ----------    ----------
   Total                           99,909       106,894       114,507
                               ----------    ----------    ----------

 Operating Expenses
 (excluding depreciation &
 amortization)
  Cost of service                  22,148        23,611        26,633
  Cost of equipment                10,124        12,828        11,582
  Marketing & selling              13,215        15,248        14,343
  General & administrative         22,044        21,688        21,933
                               ----------    ----------    ----------
   Total                           67,531        73,375        74,491
                               ----------    ----------    ----------

 EBITDA (1)                    $   32,378    $   33,519    $   40,016
                               ==========    ==========    ==========

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

 Post-paid
  Gross Adds                       30,900        33,300        36,900
  Net Adds                         (4,300)          700          (300)
  Subscribers                     666,600       667,300       667,000
  Churn                               1.8%          1.6%          1.9%
  Average Service Revenue per
   Subscriber (ARPU)           $    37.96    $    39.22    $    41.27

 Pre-paid
  Gross Adds                        7,000         5,000         4,400
  Net Adds                          3,200          (800)         (300)
  Subscribers                      13,700        12,900        12,600

 Reseller
  Gross Adds                        5,700        10,100        12,900
  Net Adds                            300         5,400         5,900
  Subscribers                      28,100        33,500        39,400

 Total
  Gross Adds                       43,600        48,400        54,200
  Net Adds                           (800)        5,300         5,300
  Subscribers                     708,400       713,700       719,000
  ARPU                         $    36.39    $    37.42    $    39.09
  Penetration                        14.2%         14.3%         14.4%


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

                               Predecessor             ACC
                               ----------    ------------------------
                                 7/1/03 -     8/19/03 -
                                8/18/2003     9/30/2003    12/31/2003
                               ----------    ----------    ----------
                           ($ in thousands except per subscriber data)
                                            (unaudited)

    Net income (loss)          $    2,642    $      656    $   (5,005)
    Add back non-EBITDA items
     included in net income
     (loss):
      Depreciation &
       amortization                (9,014)       (8,861)      (19,786)
      Interest expense            (15,672)      (13,849)      (23,924)
      Dividends on mandatorily
       redeemable preferred
       stock                         (703)           --           --   
      Other income (expense),
       net                             58           142          (568)
      Income tax (expense)
       benefit                     (2,162)         (402)        3,067
                               ----------    ----------    ----------
      EBITDA                   $   30,135    $   23,626    $   36,206
                               ==========    ==========    ==========

                                                 ACC
                               --------------------------------------
                                3/31/2004     6/30/2004     9/30/2004
                               ----------    ----------    ----------
                           ($ in thousands except per subscriber data)
                                             (unaudited)


    Net income (loss)          $   (7,364)   $   (7,499)   $   (3,380)

    Add back non-EBITDA items
     included in net income
     (loss):
      Depreciation &
       amortization               (20,231)      (20,919)      (20,881)
      Interest expense            (23,675)      (23,692)      (23,971)
      Dividends on mandatorily
       redeemable preferred
       stock                          --            --            --
      Other income (expense),
       net                           (350)       (1,003)         (616)
      Income tax (expense)
       benefit                      4,514         4,596         2,072
                               ----------    ----------    ----------
      EBITDA                   $   32,378    $   33,519    $   40,016
                               ==========    ==========    ==========


            

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