Dobson Communications Reports Fourth Quarter 2004 Results


OKLAHOMA CITY, Feb. 17, 2005 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL) today reported a net loss applicable to common shareholders of $13.9 million, or $0.10 per share, for the fourth quarter ended December 31, 2004. The net loss included a $34.7 million gain from extinguishment of debt and a $16.8 million income tax expense (non-cash) for the fourth quarter. (See Table 1.)

For the fourth quarter of 2003, Dobson reported a net loss applicable to common shareholders of $70.3 million, or $0.53 per share. The net loss included a $24.2 million loss from extinguishment of debt, a $26.8 million loss on redemption and repurchases of mandatorily redeemable preferred stock, and a $12.8 million income tax benefit.

Dobson's 2004 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. Excluded as not meaningful are financial results for RFB Cellular, Inc., certain assets of which the Company acquired December 29, 2004.

Dobson reported EBITDA of $87.0 million for the fourth quarter of 2004, compared with EBITDA of $94.2 million for the fourth quarter of 2003. Please see Table 3 for EBITDA reconciliation to GAAP measures.

Total revenue was $264.9 million for the fourth quarter of 2004, of which $53.3 million, or 20 percent, was roaming revenue. For the fourth quarter of 2003, Dobson reported total revenue of $250.3 million, of which $56.1 million, or 22 percent, was roaming revenue.

Average service revenue per unit (ARPU) per month for the fourth quarter of 2004 was $42.17, compared with $40.01 for the fourth quarter last year and $41.20 for the third quarter of 2004. ARPU includes postpaid, prepaid and reseller ARPU.

Dobson Communications reported approximately 393 million roaming minutes of use (MOUs) for the fourth quarter of 2004, with a blended yield of approximately $0.136 per MOU. Roaming MOUs for the fourth quarter of 2004 were approximately 10 percent higher than roaming MOUs of approximately 356 million for the fourth quarter of 2003 on a "same-store" basis that includes Michigan RSA 5 and NPI throughout both periods.

GSM roaming accounted for approximately 221 million roaming MOUs, or 56 percent of total roaming MOUs, for the fourth quarter. This compared with 43 percent of roaming MOUs in the third quarter of 2004 and 25 percent in the second quarter of 2004.

Operating Trends

Dobson reported approximately 112,300 total gross subscriber additions for the fourth quarter of 2004. This compared with approximately 121,600 total gross subscriber additions in the third quarter of 2004, and approximately 117,100 gross subscriber additions in the fourth quarter of 2003.

Among postpaid gross additions in the fourth quarter of 2004, approximately 64,500, or 93 percent, selected GSM calling plans. (See Table 3.)

Postpaid customer churn was 2.35 percent for the fourth quarter of 2004, compared with 2.05 percent for the third quarter of 2004 and 1.86 percent for the fourth quarter of 2003.

For the fourth quarter of 2004, excluding the effect of the RFB acquisition, the Company reported a net subscriber reduction of approximately 25,600, compared with 1,200 net additions in the third quarter of 2004 and 14,400 net subscriber additions in the fourth quarter of 2003.

Dobson acquired approximately 26,200 subscribers during the fourth quarter with the purchase of the non-license wireless assets of RFB Cellular, Inc. Consequently, as of year-end 2004, the Company's total subscriber base was approximately 1,609,300.

During the fourth quarter of 2004, approximately 75,100 TDMA subscribers migrated to GSM calling plans, compared with 74,500 migrations in the third quarter of 2004 and 68,700 migrations in the second quarter of 2004.

At year-end 2004, approximately 415,300 customers, or 26 percent of Dobson's total subscriber base, were on GSM calling plans, compared with approximately 286,500 GSM subscribers, or 18 percent of its subscriber base, at September 30, 2004.

Capital expenditures were approximately $24.2 million in the fourth quarter of 2004, bringing total 2004 capital expenditures to $142.0 million.

The Company ended 2004 with $178.9 million in cash and cash equivalents, $2.5 billion in total debt, and $358.6 million in preferred stock obligations. (See Table 2.)

Outlook for 2005

In 2005, Dobson's growth strategy will focus on increasing ARPU and gross subscriber additions, mitigating churn and strengthening the Cellular One brand in the Company's markets.

Dobson expects ARPU to continue increasing as it adds new GSM subscribers and transitions existing TDMA subscribers to GSM calling plans. As the Company proceeds through this transition, it expects its total subscriber base to remain stable or to decline slightly during 2005.

Consistent with the fourth quarter trend, Dobson expects roaming MOUs in 2005 to increase eight to 10 percent, compared with its total for 2004, and expects that its roaming yield for 2005 will be approximately 13 cents.

Dobson anticipates increased operating expenses in 2005, compared with 2004. Network operating expense is expected to increase during 2005 as the Company's subscriber base continues to migrate from TDMA to GSM. Sales and marketing expense for the year is expected to increase due to the cost of TDMA migrations and initiatives to strengthen the Cellular One brand. Finally, the Company intends to implement SFAS No. 123R, the expensing of stock options, which will increase operating expenses in 2005.

Dobson expects to generate 2005 EBITDA in a range of $345 million to $365 million.

Capital expenditures are expected to be up to $140 million in 2005, reflecting the construction of additional GSM cell sites to improve network performance, the upgrading of acquired networks, and approximately $36 million in E911 compliance investment.

Fourth Quarter 2004 Conference Call

On Friday, February 18, 2005, Dobson plans to hold a conference call to discuss its fourth quarter 2004 results. The call is scheduled to begin at 8 a.m. CT (9 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 2005.


 Those interested may access the call by dialing:

           Conference call      (800) 289-0569
           Pass code            7070461

 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            7070461

 The replay will be available by phone for two weeks.

For further analysis of the fourth quarter of 2004, please see the Company's annual report on Form 10-K, which Dobson plans to file by March 16, 2005.

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 or other factors that inhibit the growth of its subscriber base; shortages of key network equipment and/or handsets; restrictions on the Company's ability to finance its growth; accelerated migrations to GSM by the Company's customers, which would increase equipment costs; changes in the Company's roaming agreements that could affect revenue and/or earnings expectations; technology changes; 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       Twelve Months Ended
                          December 31,             December 31,
                   ------------------------  ------------------------
                       2004         2003        2004          2003
                   -----------  -----------  -----------  -----------
                         ($ in thousands except per share data)
 Operating Revenue
  Service revenue  $   201,882  $   185,708  $   771,610  $   505,860
  Roaming revenue       53,252       56,132      208,154      201,199
  Equipment &
   other revenue         9,794        8,475       43,718       28,695
                   -----------  -----------  -----------  -----------
   Total               264,928      250,315    1,023,482      735,754
                   -----------  -----------  -----------  -----------
 Operating Expenses
 (excluding depre-
 ciation & amortiza-
 tion)
  Cost of service
   (exclusive of
   depreciation &
   amortization
   shown separately
   below)               69,851       59,463      255,308      173,436
  Cost of equipment     27,321       21,752      108,968       56,612
  Marketing &
   selling              32,927       30,747      128,691       79,547
  General &
   administrative       47,800       44,192      179,525      106,108
                   -----------  -----------  -----------  -----------
   Total               177,899      156,154      672,492      415,703
                   -----------  -----------  -----------  -----------
 EBITDA (1)             87,029       94,161      350,990      320,051
  Depreciation &
   amortization        (51,279)     (45,560)    (192,818)    (119,424)
                   -----------  -----------  -----------  -----------
 Operating income       35,750       48,601      158,172      200,627
  Interest expense     (58,182)     (52,957)    (219,658)    (138,148)
  Dividends on
   mandatorily re-
   deemable pre-
   ferred stock         (6,877)     (12,735)     (32,075)     (30,568)
  Other income,
   net                     891        1,530        3,121        3,829
  Gain (loss) from
   extinguishment
   of debt              34,662      (24,175)      40,401      (52,277)
  (Loss) gain on
   redemption and
   repurchases of
   mandatorily re-
   deemable pre-
   ferred stock             --      (26,777)       6,478      (26,777)
  Minority interests
   in income of
   subsidiaries         (1,352)      (1,291)      (4,867)      (6,541)
                   -----------  -----------  -----------  -----------
 Income (loss)
  before income
  taxes                  4,892      (67,804)     (48,428)     (49,855)
 Income tax
  (expense)
  benefit              (16,775)      12,751       (3,635)        (845)
                   -----------  -----------  -----------  -----------
 Loss from
  continuing
  operations           (11,883)     (55,053)     (52,063)     (50,700)
 Discontinued
  operations:
  (Loss) income
   from discontinued
   operations, net
   of taxes (2)             --         (596)         443       11,945
  (Loss) gain on
   discontinued
   operations, net
   of taxes                 --      (12,729)          --       14,786
                   -----------  -----------  -----------  -----------
 Net loss              (11,883)     (68,378)     (51,620)     (23,969)
  Dividends on
   preferred stock      (1,988)      (1,879)      (8,178)     (43,300)
  Gain on redemp-
   tion and re-
   purchases of
   preferred stock          --           --           --      218,310
                   -----------  -----------  -----------  -----------
 Net (loss) income
  applicable to
  common
  shareholders     $   (13,871) $   (70,257) $   (59,798) $   151,041
                   ===========  ===========  ===========  ===========

 Basic net (loss)
  income applicable
  to common share-
  holders per
  common share     $     (0.10) $     (0.53) $     (0.45) $      1.42
                   ===========  ===========  ===========  ===========

 Basic weighted
  average common
  shares
  outstanding      133,847,952  133,686,530  133,784,752  106,291,582
                   ===========  ===========  ===========  ===========
 Diluted net (loss)
  income applicable
  to common share-
  holders per
  common share     $     (0.10) $     (0.53) $     (0.45) $      1.38
                   ===========  ===========  ===========  ===========
 Diluted weighted
  average common
  shares
  outstanding      133,847,952  133,686,530  133,784,752  109,676,631
                   ===========  ===========  ===========  ===========

 (1) EBITDA is defined as 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       Twelve Months Ended
                              December 31,             December 31,
                            2004       2003          2004       2003
                            ----       ----          ----       ----

     Service revenue     $     --   $  4,224    $  2,383    $ 31,649
     Roaming revenue           --      3,059       1,067      36,577
     Equipment &
      other revenue            --        127         106       1,469
                         --------   --------    --------    --------
      Total operating
       revenue                 --      7,410       3,556      69,695
                         --------   --------    --------    --------
     Cost of service
      (exclusive of
      depreciation &
      amortization
      shown separately
      below)                   --      2,029         824      15,656
     Cost of
      equipment                --        563         235       3,628
     Marketing &
      selling                  --      1,823         605       7,752
     General &
      administrative           --      1,600         529       8,845
                         --------   --------    --------    --------
      Total operating
       expenses
       (excluding
       depreciation
       and
       amortization)           --      6,015       2,193      35,881
                         --------   --------    --------    --------
     EBITDA                    --      1,395       1,363      33,814
                         --------   --------    --------    --------
     Depreciation
      & amortization           --     (1,267)       (647)     (8,858)
     Interest
      expense &
      other                    --     (1,089)         (2)     (5,690)
     Income tax
      benefit
      (expense)                --        365        (271)     (7,321)
                         --------   --------    --------    --------
     (Loss) income
      from dis-
      continued
      operations         $     --   $   (596)   $    443    $ 11,945
                         ========   ========    ========    ========

 Table 2

 Dobson Communications Corporation
 Selected Balance Sheet and Statistical Data

 Balance Sheet Data:
                                               December 31,
                                         -------------------------
                                           2004             2003
                                         --------         --------
                                              ($ in millions)
 Cash and cash equivalents
  (unrestricted) (1)                     $  178.9         $  208.2
                                         ========         ========
 Total Debt:
    DCS 8.375% Senior Notes              $  250.0         $     --
    DCS 9.875% Senior Notes                 325.0               --
    DCS Floating Rate Senior Notes          250.0               --
    DCS credit facility                        --            548.6
    DCC 10.875% Senior Notes, net           297.7            298.4
    DCC 8.875% Senior Notes                 419.7            650.0
    Dobson/Sygnet Senior Notes                 --              5.3
    ACC 9.5% Senior Notes, net               13.7             12.9
    ACC 10.0% Senior Notes                  900.0            900.0
                                         --------         --------
      Total debt                         $2,456.1         $2,415.2
                                         ========         ========

 Preferred Stock:
    Senior Exchangeable Preferred Stock,
     12.25%, net (2)                         44.6             59.2
    Senior Exchangeable Preferred Stock,
     13.00%, net (3)                        191.5            194.1
    Series F Preferred Stock                122.5            122.5
                                         --------         --------
      Total preferred stock              $  358.6         $  375.8
                                         ========         ========

                                           Twelve Months Ended
                                                December 31,
                                         -------------------------
                                           2004             2003
                                         --------         --------
                                             ($ in millions)

 Capital Expenditures (4):               $  142.0         $  163.9
                                         ========         ========


 (1) Includes $41.5 million and $30.8 million of cash from American
     Cellular at December 31, 2004 and December 31, 2003,
     respectively.

 (2) Net of deferred financing costs of $(0.9) million and $(0.6)
     million and discount of $(0.7) million and $(1.2) million at
     December 31, 2004 and December 31, 2003, respectively.

 (3) Net of deferred financing costs of $(1.4) million and $(1.9)
     million at December 31, 2004 and December 31, 2003, respectively.

 (4) Does not include $33.5 million of capital expenditures by
     American Cellular for the period from January 1, 2003 to August
     18, 2003 (prior to its acquisition).

 Table 3

 Dobson Communications Corporation

 For the Quarter Ended

               12/31/2003  3/31/2004  6/30/2004  9/30/2004 12/31/2004
               ---------- ---------- ---------- ---------- ----------
                     ($ in thousands except per subscriber data)
                                     (unaudited)
 Operating
 Revenue
  Service
   revenue     $  185,708 $  181,699 $  189,288 $  198,740 $  201,882
  Roaming
   revenue         56,132     42,075     50,606     62,221     53,252
  Equipment
   & other
   revenue          8,475     10,017     12,469     11,438      9,794
               ---------- ---------- ---------- ---------- ----------
 Total            250,315    233,791    252,363    272,399    264,928
               ---------- ---------- ---------- ---------- ----------
 Operating
 Expenses
 (excluding
 depreciation
 & amortization)
  Cost of
   service         59,463     54,186     61,972     69,299     69,851
  Cost of
   equipment       21,752     23,534     27,870     30,242     27,321
  Marketing &
   Selling         30,747     29,162     33,786     32,816     32,927
  General & ad-
   ministrative    44,192     43,776     43,056     44,893     47,800
               ---------- ---------- ---------- ---------- ----------
 Total            156,154    150,658    166,684    177,250    177,899
               ---------- ---------- ---------- ---------- ----------
 EBITDA (1)(2) $   94,161 $   83,133 $   85,679 $   95,149 $   87,029
               ========== ========== ========== ========== ==========

 Pops          10,620,900 10,790,300 11,436,800 11,436,800 11,757,400

 Post-paid
  Gross Adds       89,100     68,700     73,500     83,200     69,500
  Net Adds          8,200    (14,300)      (400)    (7,500)   (33,100)
  Subscribers   1,451,700  1,457,600  1,480,100  1,472,600  1,464,100
  Churn               1.9%       1.9%       1.7%       2.0%       2.3%
  Average
   Service
   Revenue
   per Sub-
   scriber
   (ARPU)      $    42.16 $    40.86 $    42.33 $    43.92 $    45.26

 Pre-paid
  Gross Adds       12,600     16,000     13,300     14,500     16,300
  Net Adds          4,700      7,400     (1,300)      (200)      (400)
  Subscribers      28,700     36,400     45,300     45,100     46,300

 Reseller
  Gross Adds       15,400     14,900     20,200     23,900     26,500
  Net Adds          1,500      1,500      8,900      8,900      7,900
  Subscribers      71,700     73,200     82,100     91,000     98,900

 Total
  Gross Adds      117,100     99,600    107,000    121,600    112,300
  Net Adds         14,400     (5,400)     7,200      1,200    (25,600)
  Subscribers   1,552,100  1,567,200  1,607,500  1,608,700  1,609,300
  ARPU         $    40.01 $    38.83 $    40.03 $    41.20 $    42.17
  Penetration        14.6%      14.5%      14.1%      14.1%      13.7%


 (1) Includes $1.7 million, $1.3 million, $1.6 million, $1.9
     million and $1.8 million of EBITDA for the quarters ended
     December 31, 2003, March 31, 2004, June 30, 2004, September 30,
     2004 and December 31, 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   $ (55,053) $ (15,125) $ (14,047) $ (11,008) $ (11,883)
 Add back non-
 EBITDA items
 included in
 loss from
 continuing
 operations:
  Depreciation &
   amortization  (45,560)   (45,448)   (46,635)   (49,456)   (51,279)
  Interest
   expense       (52,957)   (54,238)   (52,784)   (54,456)   (58,182)
  Dividends on
   mandatorily
   redeemable
   preferred
   stock         (12,735)    (8,618)    (8,289)    (8,290)    (6,877)
  Other income,
   net             1,530      1,277        442        511        891
  (Loss) gain
   from ex-
   tinguishment
   of debt       (24,175)     5,739         --         --     34,662
  (Loss) gain
   from redemp-
   tion of pre-
   ferred stock  (26,777)        --      5,069      1,410         --
  Minority
   interests in
   income of
   subsidiaries   (1,291)      (944)    (1,058)    (1,512)    (1,352)
  Income tax
   benefit
   (expense)      12,751      3,974      3,529      5,636    (16,775)
               ---------  ---------  ---------  ---------  ---------
 EBITDA        $  94,161  $  83,133  $  85,679  $  95,149  $  87,029
               =========  =========  =========  =========  =========

 Table 4

 Dobson Cellular Systems
 (Formerly DOC and Sygnet)

 For the Quarter Ended

               12/31/2003  3/31/2004  6/30/2004  9/30/2004 12/31/2004
                     ($ in thousands except per subscriber data)
                                     (unaudited)
 Operating
 Revenue
  Service
   revenue     $  107,335 $  104,327 $  109,460 $  114,732 $  115,768
  Roaming
   revenue         30,722     23,962     29,206     35,695     31,421
  Equipment &
   other
   revenue          6,357      7,330      8,541      9,203      7,411
               ---------- ---------- ---------- ---------- ----------
 Total            144,414    135,619    147,207    159,630    154,600
               ---------- ---------- ---------- ---------- ----------
 Operating
 Expenses
 (excluding
 depreciation &
 amortization)
  Cost of
   service         36,013     32,218     38,542     42,847     43,193
  Cost of
   equipment       11,148     13,410     15,042     18,660     16,754
  Marketing &
   selling         16,283     15,947     18,538     18,472     18,967
  General & ad-
   ministrative    23,010     23,284     22,920     24,513     25,980
               ---------- ---------- ---------- ---------- ----------
 Total             86,454     84,859     95,042    104,492    104,894
               ---------- ---------- ---------- ---------- ----------
 EBITDA (1)(2) $   57,960 $   50,760 $   52,165 $   55,138 $   49,706
               ========== ========== ========== ========== ==========

 Pops           5,623,900  5,793,300  6,439,800  6,439,800  6,687,500

 Post-paid
  Gross Adds       45,700     37,800     40,200     46,300     39,900
  Net Adds          2,700    (10,000)    (1,100)    (7,200)   (17,200)
  Subscribers     780,800    791,000    812,800    805,600    813,000
  Churn               1.8%       2.0%       1.7%       2.2%       2.4%
  Average Service
   Revenue per
   Subscriber
   (ARPU)      $    45.14 $    43.32 $    44.95 $    46.11 $    47.26

 Pre-paid
  Gross Adds        7,000      9,000      8,300     10,100     11,100
  Net Adds          2,300      4,200       (500)       100     (1,200)
  Subscribers      18,200     22,700     32,400     32,500     32,900

 Reseller
  Gross Adds       10,000      9,200     10,100     11,000     11,700
  Net Adds          1,900      1,200      3,500      3,000      1,800
  Subscribers      43,900     45,100     48,600     51,600     53,400

 Total
  Gross Adds       62,700     56,000     58,600     67,400     62,700
  Net Adds          6,900     (4,600)     1,900     (4,100)   (16,600)
  Subscribers     842,900    858,800    893,800    889,700    899,300
  ARPU         $    42.50 $    40.87 $    42.17 $    42.89 $    43.78
  Penetration        15.0%      14.8%      13.9%      13.8%      13.4%

 (1) Includes $1.7 million, $1.3 million, $1.6 million, $1.9
     million and $1.8 million of EBITDA for the quarters ended
     December 31, 2003, March 31, 2004, June 30, 2004, September 30,
     2004 and December 31, 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 con-
  tinuing op-
  erations     $    3,771 $   10,837 $  (1,302) $  (2,562) $ (91,976)
 Add back non-
  EBITDA items
  included in
  income (loss)
  from con-
  tinuing oper-
  ations:
   Depreciation &
   amortization  (25,774)   (25,217)   (25,716)   (28,575)   (30,000)
 Interest
  expense         (7,701)    (9,216)   (28,754)   (30,161)   (35,222)
 Other income,
  net              3,838      2,445      1,264        977      1,143
 Loss from ex-
  tinguishment
  of debt        (24,175)      (349)        --         --    (14,200)
 Minority
  interests in
  income of
  subsidiaries    (1,291)      (944)    (1,059)    (1,512)    (1,352)
 Income tax
  benefit
  (expense)          914     (6,642)       798      1,571    (62,051)
               ---------- ---------- ---------- ---------- ----------
 EBITDA        $  57,960  $  50,760  $  52,165  $  55,138  $  49,706
               ========== ========== ========== ========== ==========

 Table 5
 American Cellular Corporation

 For the Quarter Ended

               12/31/2003  3/31/2004  6/30/2004  9/30/2004 12/31/2004
                    ($ in thousands except per subscriber data)
                                    (unaudited)
 Operating
 Revenue
  Service
   revenue     $   78,372 $   77,372 $   79,828 $   84,008 $   86,113
  Roaming
   revenue         25,410     18,113     21,401     26,526     21,831
  Equipment &
   other
   revenue          3,679      4,424      5,665      3,973      4,121
               ---------- ---------- ---------- ---------- ----------
    Total         107,461     99,909    106,894    114,507    112,065
               ---------- ---------- ---------- ---------- ----------
 Operating
 Expenses
 (excluding
 depreciation &
 amortization)
  Cost of
   service         23,849     22,148     23,611     26,633     26,838
  Cost of
   equipment       10,604     10,124     12,828     11,582     10,567
  Marketing &
   selling         14,464     13,215     15,248     14,343     13,960
  General & ad-
   ministrative    22,338     22,044     21,688     21,933     23,373
               ---------- ---------- ---------- ---------- ----------
   Total           71,255     67,531     73,375     74,491     74,738
               ---------- ---------- ---------- ---------- ----------
 EBITDA (1)    $   36,206 $   32,378 $   33,519 $   40,016 $   37,327
               ========== ========== ========== ========== ==========

 Pops           4,997,000  4,997,000  4,997,000  4,997,000  5,069,900

 Post-paid
  Gross Adds       43,400     30,900     33,300     36,900     29,600
  Net Adds          5,500     (4,300)       700       (300)   (15,900)
  Subscribers     670,900    666,600    667,300    667,000    651,100
  Churn               1.9%       1.8%       1.6%       1.9%       2.3%
  Average
   Service
   Revenue per
   Subscriber
   (ARPU)      $    38.67 $    37.96 $    39.22 $    41.27 $    42.85

 Pre-paid
  Gross Adds        5,600      7,000      5,000      4,400      5,200
  Net Adds          2,400      3,200       (800)      (300)       800
  Subscribers      10,500     13,700     12,900     12,600     13,400

 Reseller
  Gross Adds        5,400      5,700     10,100     12,900     14,800
  Net Adds           (400)       300      5,400      5,900      6,100
  Subscribers      27,800     28,100     33,500     39,400     45,500

 Total
  Gross Adds       54,400     43,600     48,400     54,200     49,600
  Net Adds          7,500       (800)     5,300      5,300     (9,000)
  Subscribers     709,200    708,400    713,700    719,000    710,000
  ARPU         $    37.03 $    36.39 $    37.42 $    39.09 $    40.17
  Penetration        14.2%      14.2%      14.3%      14.4%      14.0%

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

 Net loss      $  (5,005) $  (7,364) $  (7,499) $  (3,380) $  (7,457)
 Add back non-
  EBITDA items
  included in
  net loss:
   Depreciation
   & amortiza-
   tion          (19,786)   (20,231)   (20,919)   (20,881)   (21,279)
 Interest
  expense        (23,924)   (23,675)   (23,692)   (23,971)   (23,457)
 Other expense,
  net               (568)      (350)    (1,003)      (616)      (471)
 Income tax
  benefit          3,067      4,514      4,596      2,072        423
               ---------- ---------- ---------- ---------- ----------
 EBITDA        $  36,206  $  32,378  $  33,519  $  40,016  $  37,327
               ========== ========== ========== ========== ==========


            

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