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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





Form 10-Q





CURRENT REPORT

(Mark
One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------------

For the transition period from              to
             .





Atlantic
Broadband Finance, LLC

(Exact Name of Registrant As Specified In Charter)







|                                               |  |                          |  |                                  
|---------------------------------------------- |  | ------------------------ |  | ---------------------------------
|Delaware                                       |  | 333-115504               |  | 20-0226936                       
|(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

One Batterymarch Park, Suite 405

Quincy, MA 02169

(Address of Principal Executive Offices, including Zip Code)

(617)
786-8800

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such other shorter period that the registrant was required to submit and post such files).    
 ̈  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  | x |  | Smaller Reporting Company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes   ̈    No  x

As of May
12, 2011, Atlantic Broadband Holdings I, LLC held all 1,000 outstanding membership units of the registrants equity.









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FORWARD LOOKING STATEMENTS

Statements in this document that are not historical facts are hereby identified as forward looking statements for the
purposes of the safe harbor provided by Section 21E of the Securities Act of 1933 (the Securities Act). Atlantic Broadband Finance, LLC (the Company) cautions readers that such forward looking statements,
including without limitation, those relating to the Companys future business prospects, revenue, working capital, liquidity, capital needs, interest costs and income, wherever they occur in this document or in other statements attributable to
the Company, are necessarily estimates reflecting the judgment of the Companys senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward
looking statements. Such forward looking statements should, therefore, be considered in light of the factors set forth in Item 2. Managements Discussion and Analysis of the Financial Condition and Results of
Operations.

The forward looking statements contained in this report are made under the caption
Managements Discussion and Analysis of Financial Condition and Results of Operations. Moreover, the Company, through its senior management, may from time to time make forward looking statements about matters described
herein or in other matters concerning the Company.

The Company disclaims any intent or obligation to update forward
looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.



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ATLANTIC BROADBAND FINANCE, LLC

TABLE OF CONTENTS



|                              |  |                |  |                                                                                              |    |      |      | 
|----------------------------- |  | -------------- |  | -------------------------------------------------------------------------------------------- | -- | ---- | ---- | 
|                              |  |                |  |                                                                                              |    | Page |     
|Part 1. Financial Information |  |                |  |                                                                                             
|                              |  | Item 1.        |  |                                                                                              |    |      |      | 
|                              |  |                |  | Financial Statements (Unaudited)                                                             |    |      | 4-13 | 
|                              |  |                |  | Condensed Consolidated Balance Sheets  March 31, 2011 and December 31, 2010                 |    |      |      | 
|                              |  |                |  | Condensed Consolidated Statements of Operations  Three months ended March 31, 2011 and 2010 |    |      |      | 
|                              |  |                |  | Condensed Consolidated Statements of Cash Flows  Three months ended March 31, 2011 and 2010 |    |      |      | 
|                              |  |                |  | Notes to Condensed Consolidated Financial Statements                                         |    |      |      | 
|                              |  | Item 2.        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations        |    |      | 13   | 
|                              |  | Item 3.        |  | Quantitative and Qualitative Disclosures of Market Risk                                      |    |      | 17   | 
|                              |  | Item 4T.       |  | Controls and Procedures                                                                      |    |      | 18   | 
|                              | 
|Part 2. Other Information     |  |                |  |                                                                                             
|                              |  | Item 1.        |  | Legal Proceedings                                                                            |    |      | 18   | 
|                              |  | Item 1A        |  | Risk Factors                                                                                 |    |      | 19   | 
|                              |  | Item 2.        |  | Unregistered Sales of Equity Securities and Use of Proceeds                                  |    |      | 19   | 
|                              |  | Item 3.        |  | Defaults upon Senior Securities                                                              |    |      | 19   | 
|                              |  | Item 4.        |  | Reserved                                                                                     |    |      | 19   | 
|                              |  | Item 5.        |  | Other Information                                                                            |    |      | 19   | 
|                              |  | Item 6.        |  | Exhibits                                                                                     |    |      | 19   | 
|                              |  | Signatures     |  |                                                                                              | 20 |     
|                              |  | Certifications |  |                                                                                              |    |     



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ATLANTIC BROADBAND FINANCE, LLC

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)



|                                                                                          |  |               |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                          |  | March 31,2011 |         |   | December 31,2010 |  
|Assets                                                                                    |  |               |         |   |                  |   |         |  
|Current assets                                                                            |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                 |  | $             | 5,538   |   |                  | $ | 9,747   |  
|Accounts receivablenet of allowance for doubtful accounts of $319 and $371, respectively |  |               | 7,028   |   |                  |   | 8,260   |  
|Accounts receivablerelated party                                                         |  |               | 626     |   |                  |   | 593     |  
|Prepaid expenses and other current assets                                                 |  |               | 2,967   |   |                  |   | 1,557   |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total current assets                                                                      |  |               | 16,159  |   |                  |   | 20,157  |  
|Plant, property and equipment, net                                                        |  |               | 192,591 |   |                  |   | 194,057 |  
|Franchise rights                                                                          |  |               | 524,400 |   |                  |   | 524,400 |  
|Goodwill                                                                                  |  |               | 35,905  |   |                  |   | 35,905  |  
|Other intangible assets, net                                                              |  |               | 1,075   |   |                  |   | 1,229   |  
|Debt issuance costs, net                                                                  |  |               | 7,040   |   |                  |   | 7,755   |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total assets                                                                              |  | $             | 777,170 |   |                  | $ | 783,503 |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Liabilities and Members Equity                                                           |  |               |         |   |                  |   |         |  
|Current liabilities                                                                       |  |               |         |   |                  |   |         |  
|Current portion of senior debt                                                            |  | $             | 5,550   |   |                  | $ | 5,750   |  
|Accrued interest                                                                          |  |               | 4,370   |   |                  |   | 6,523   |  
|Accounts payable                                                                          |  |               | 15,641  |   |                  |   | 15,021  |  
|Accrued expenses                                                                          |  |               | 10,607  |   |                  |   | 12,262  |  
|Unearned service revenue                                                                  |  |               | 5,629   |   |                  |   | 4,835   |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                 |  |               | 41,797  |   |                  |   | 44,391  |  
|Long-term senior debt                                                                     |  |               | 681,923 |   |                  |   | 696,462 |  
|Other long-term liabilities                                                               |  |               | 2,190   |   |                  |   | 2,190   |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities                                                                         |  |               | 725,910 |   |                  |   | 743,043 |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Members deficit                                                                          |  |               | (16,221 | ) |                  |   | (16,221 | )
|Retained earnings                                                                         |  |               | 67,481  |   |                  |   | 56,681  |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total members equity                                                                     |  |               | 51,260  |   |                  |   | 40,460  |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities and members equity                                                     |  | $             | 777,170 |   |                  | $ | 783,503 |  
|                                                                                          |  |               |         |   |                  |   |         |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



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ATLANTIC BROADBAND FINANCE, LLC

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands)



|                                                                                                              |  |                             |        |  |      |   |        | 
|------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ |  | ---- | - | ------ | 
|                                                                                                              |  | Three Months EndedMarch 31, |       
|                                                                                                              |  | 2011                        |        |  | 2010 |  
|Cable service revenue                                                                                         |  | $                           | 81,125 |  |      | $ | 77,663 | 
|                                                                                                              |  |                             |        |  |      |   |        | 
|Operating expenses                                                                                            |  |                             |        |  |      |   |        | 
|Direct operating expenses (excluding depreciation and amortization shown separately below)                    |  |                             | 36,162 |  |      |   | 35,821 | 
|Selling, general and administrative expenses (excluding depreciation and amortization shown separately below) |  |                             | 12,042 |  |      |   | 10,151 | 
|Depreciation and amortization                                                                                 |  |                             | 10,987 |  |      |   | 10,401 | 
|                                                                                                              |  |                             |        |  |      |   |        | 
|Income from operations                                                                                        |  |                             | 21,934 |  |      |   | 21,290 | 
|Interest expense                                                                                              |  |                             | 11,134 |  |      |   | 10,580 | 
|                                                                                                              |  |                             |        |  |      |   |        | 
|Net income                                                                                                    |  | $                           | 10,800 |  |      | $ | 10,710 | 
|                                                                                                              |  |                             |        |  |      |   |        | 

The accompanying notes are an integral part of these condensed consolidated financial statements.



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ATLANTIC BROADBAND FINANCE, LLC

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



|                                                                                     |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                     |  | Three Months
EndedMarch 31, |        
|                                                                                     |  | 2011                        |         |   | 2010 |  
|Cash flows from operating activities                                                 |  |                             |         |   |      |   |         |  
|Net income                                                                           |  | $                           | 10,800  |   |      | $ | 10,710  |  
|Adjustments to reconcile net income to net cash provided by operating activities     |  |                             |         |   |      |   |         |  
|Depreciation and amortization                                                        |  |                             | 10,987  |   |      |   | 10,401  |  
|Amortization of debt issuance costs                                                  |  |                             | 715     |   |      |   | 637     |  
|Amortization of debt discount                                                        |  |                             | 261     |   |      |   |        |  
|Changes in operating assets and liabilities                                          |  |                             |         |   |      |   |         |  
|Accounts receivable                                                                  |  |                             | 1,199   |   |      |   | 2,641   |  
|Prepaid expenses and other current assets                                            |  |                             | (1,410  | ) |      |   | (1,489  | )
|Accounts payable, accrued expenses, other long-term liabilities and accrued interest |  |                             | (5,197  | ) |      |   | (8,230  | )
|Unearned service revenue                                                             |  |                             | 794     |   |      |   | 832     |  
|                                                                                     |  |                             |         |   |      |   |         |  
|Net cash provided by operating activities                                            |  |                             | 18,149  |   |      |   | 15,502  |  
|                                                                                     |  |                             |         |   |      |   |         |  
|Cash flows from investing activities                                                 |  |                             |         |   |      |   |         |  
|Purchases of plant, property and equipment                                           |  |                             | (7,358  | ) |      |   | (5,852  | )
|                                                                                     |  |                             |         |   |      |   |         |  
|Net cash used in investing activities                                                |  |                             | (7,358  | ) |      |   | (5,852  | )
|                                                                                     |  |                             |         |   |      |   |         |  
|Cash flows from financing activities                                                 |  |                             |         |   |      |   |         |  
|Repayments of debt principal                                                         |  |                             | (15,000 | ) |      |   | (1,611  | )
|Dividend to members                                                                  |  |                             |        |   |      |   | (15,000 | )
|                                                                                     |  |                             |         |   |      |   |         |  
|Net cash used in financing activities                                                |  |                             | (15,000 | ) |      |   | (16,611 | )
|                                                                                     |  |                             |         |   |      |   |         |  
|Net change in cash and equivalents                                                   |  |                             | (4,209  | ) |      |   | (6,961  | )
|Cash and cash equivalents, beginning of period                                       |  |                             | 9,747   |   |      |   | 14,696  |  
|                                                                                     |  |                             |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                             |  | $                           | 5,538   |   |      | $ | 7,735   |  
|                                                                                     |  |                             |         |   |      |   |         |  
|Supplemental disclosure of cash flow information                                     |  |                             |         |   |      |   |         |  
|Interest paid                                                                        |  | $                           | 12,287  |   |      | $ | 13,460  |  
|Supplemental disclosure of noncash investing activities                              |  |                             |         |   |      |   |         |  
|Capital expenditures included in accounts payable and accrued expenses               |  |                             | 2,009   |   |      |   | 4,699   |  

The accompanying notes
are an integral part of these condensed consolidated financial statements.



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ATLANTIC BROADBAND FINANCE, LLC

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except where indicated)

(Unaudited)

1. Description of Business

Atlantic Broadband Finance, LLC (the Company) was formed in Delaware on August 26, 2003. The Company is a wholly-owned subsidiary of Atlantic Broadband Holdings I, LLC (the
Parent). The Company and the Parent are wholly-owned indirect subsidiaries of Atlantic Broadband Group, LLC.

On
September 3, 2003, the Company entered into a definitive asset purchase agreement with affiliates of Charter Communications, Inc. (Charter) to purchase certain cable systems in Pennsylvania, Florida, Maryland, West Virginia,
Delaware and New York (together with the Aiken, SC system referred to below, the Systems) for approximately $738.1 million, subject to closing adjustments. The Company obtained equity and debt financing to fund the acquisition, which was
consummated on March 1, 2004. On July 13, 2006, the Company entered into a definitive asset purchase agreement to purchase substantially all of the assets of G Force LLC, owner of certain cable systems in South Carolina for approximately
$62.0 million. We obtained additional debt financing and issued a note payable to the seller of the assets to fund this transaction which was consummated on November 1, 2006.

The Systems offer their customers traditional cable video programming as well as high-speed data and telephony services and other
advanced video related broadband services such as high definition television. The Systems sell their video programming, high-speed data, telephony and advanced broadband cable services on a subscription basis.

On March 31, 2011, the Company had approximately 264,000 cable, 147,000 residential high-speed Internet and 69,000 residential
telephone subscribers on the Systems. The Company has 5 subsidiaries which operate the Systems: Atlantic Broadband (Penn), LLC, Atlantic Broadband (Delmar), LLC, Atlantic Broadband (Miami), LLC, Atlantic Broadband (SC), LLC and Atlantic Broadband
Management, LLC (collectively, the Subsidiaries).

2. Risks and Uncertainties

The Companys future operations involve a number of risks and uncertainties. Factors that could affect future operating results and
cause actual results to vary from historical results include, but are not limited to, growth of its subscriber base and the Companys ability to service its debt and operations with existing cash flows.

The Company plans to continue the expansion of its existing subscriber base through existing and new services, such as: digital cable,
high speed Internet, high-definition television, and telephony services. The Company anticipates additional capital expenditures to facilitate this growth. Under current plans and operations, additional financing in excess of existing facilities is
not expected to be required to fund operations or capital expenditures. Operating cash flow is expected to be sufficient to repay current obligations and outstanding debt as they become due through at least the next twelve months. However, the
Company can make no assurances that its business will generate sufficient cash flow from operations or that existing available cash or future borrowings will be available to it under the Senior Credit Facility in an amount sufficient to enable it to
pay its indebtedness or to fund its other liquidity needs. Should the Company fail to meet its expectations, the Company would look to draw down against the existing revolving credit facility, reduce capital expenditures, obtain additional
financing, and/or refinance existing agreements; however, these borrowings and/or rates may not be available or favorable to the Company.

3. Summary of Significant Accounting Policies

Interim Financial Statements

The condensed consolidated financial
statements as of March 31, 2011 and for the three months ended March 31, 2011 and 2010 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting primarily of normal recurring
adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and
pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during the period. Actual results could
differ from those estimates. Results of operations for interim periods are not necessarily



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indicative of results for the full year. These financial statements should be read in conjunction with the annual financial statements and related notes included in the Companys Annual
Report on Form 10-K. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

Basis of Presentation

The financial statements presented herein include the consolidated accounts of Atlantic Broadband Finance, LLC and its Subsidiaries. Intercompany accounts and transactions have been eliminated in
consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make assumptions and estimates that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates
relate to useful lives of property, plant and equipment and finite-lived intangible assets, the recoverability of the carrying values of goodwill, other intangible assets and fixed assets (which include capitalized labor and overhead costs) and
commitments and contingencies. Actual results could differ from those estimates.

Segments

The Financial Accounting Standards Board (FASB) established standards for reporting information about operating segments in
annual financial statements and in interim financial reports issued to shareholders. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the
chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance of the segment.

The Company manages the Systems operations on the basis of geographic divisional operating segments. The Company has evaluated the criteria for aggregation of the geographic operating segments using
the FASB standard. In light of the Systems similar services, means for delivery, similarity in type of customers, the use of a unified network, similar economic characteristics and other considerations across its geographic divisional
operating structure, management has determined that the Systems have one reportable segment, broadband services.

Capitalization of Labor and Overhead Costs

The cable industry is capital intensive, and a large portion of our resources are spent on capital activities associated with extending, building and upgrading the cable network. Costs associated with
network construction, initial customer installations, installation refurbishments and the addition of network equipment necessary to enable advanced services are capitalized. Costs capitalized as part of initial customer installations include
materials, direct labor costs associated with capital projects and certain indirect costs. The Company capitalizes direct labor costs associated with personnel based upon the specific time devoted to construction and customer installation
activities. Indirect costs are associated with the activities of personnel who assist in connecting and activating the new service and consist of compensation and overhead costs associated with these support functions. The costs of disconnecting
service at a customers dwelling or reconnecting service to a previously installed dwelling are charged to operating expense in the period incurred. Costs for repairs and maintenance are charged to operating expense as incurred, while equipment
replacement and betterments, including replacement of cable drops from the pole to dwelling, are capitalized.

We amortize the
capitalized labor and overhead costs over the life of the related equipment which ranges from 4-15 years. The vast majority of these capitalized costs relate to customer installation activity and related equipment additions. Accordingly, such assets
are amortized over the same five year period as the fixed assets acquired as part of the installation.

Judgment is required
to determine the extent to which indirect costs, or overhead, are incurred as a result of specific capital activities and, therefore, should be capitalized. The Company capitalizes overhead based upon an allocation of the portion of indirect costs
that contribute to capitalizable activities using an overhead rate applied to the amount of direct labor capitalized. The Company has established overhead rates based on an analysis of the nature of costs incurred in support of capitalizable
activities and a determination of the portion of costs which is directly attributable to capitalizable activities. The primary costs that are included in the determination of overhead rates are (i) employee benefits and payroll taxes associated
with capitalized direct labor, (ii) direct variable costs associated with capitalizable activities, consisting primarily of installation and construction vehicle costs, (iii) the cost of support personnel, such as dispatch that directly
assist with capitalizable installation activities, and (iv) other costs directly attributable to capitalizable activities.



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Goodwill and Intangible Assets

Intangible assets consist primarily of acquired franchise operating rights and subscriber relationships. Franchise operating rights
represent the value attributable to agreements with local franchising authorities, which allows access to homes in the public right of way acquired through a business combination. Subscriber relationships represent the value to the Company of the
benefit of acquiring the existing cable television subscriber base. The Company considers franchise operating rights to have an indefinite life. The Company reached its conclusion regarding the indefinite useful life of its franchise operating
rights principally because (i) there are no legal, regulatory, contractual, competitive, economic, or other factors limiting the period over which these rights will continue to contribute to the Companys cash flows (ii) as an
incumbent franchisee, the Companys renewal applications are granted by the local franchising authority on their own merits and not as part of a comparative process with competing applications and (iii) under the 1984 Cable Act, a local
franchising authority may not unreasonably withhold the renewal of a cable system franchise. The Company will reevaluate the expected life of its cable franchise rights each reporting period to determine whether events and circumstances continue to
support an indefinite useful life. The subscriber relationships are being amortized over the estimated useful life of the subscriber base. The useful lives for the subscriber relationships is estimated to be approximately three years and at the end
of each reporting period, or earlier if circumstances warrant, the Company reassesses the estimated useful life of the relationships.

Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of each of the Companys four reporting units to its carrying amount,
including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a combination of a discounted cash flow (DCF) analysis and a market-based approach. Determining fair value requires the
exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based
approach. The cash flows employed in the DCF analyses are based on the Companys most recent budget and, for years beyond the budget, the Companys estimates, which are based on assumed growth rates. The discount rates used in the DCF
analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where
available, values observed in private market transactions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If
the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting
units goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the
estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the
reporting unit was the purchase price paid. If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess.

The impairment test for other intangible assets not subject to amortization involves a comparison of the estimated fair value of the
intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of intangible assets not subject to
amortization are determined using a DCF valuation analysis. The DCF methodology used to value cable franchise rights entails identifying the projected discrete cash flows related to such cable franchise rights and discounting them back to the
valuation date. Significant judgments inherent in this analysis include the selection of appropriate discount rates, estimating the amount and timing of estimated future cash flows attributable to cable franchise rights and identification of
appropriate terminal growth rate assumptions. The discount rates used in the DCF analyses are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets.

The Company tests for impairment of its goodwill and franchise operating rights annually or whenever events or changes in circumstances
indicate that these assets might be impaired. An impairment assessment of goodwill and franchise operating rights could be triggered by a significant reduction in operating results or cash flows at one or more of the Companys systems, or a
forecast of such reductions, a significant adverse change in the locations in which the Companys systems operate, or by adverse changes to ownership rules, among others. The Company completed its annual impairment evaluation on March 1,
2011 and did not identify any impairment or note any reporting units at risk of failing the first step.



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Recently Issued Accounting Standards

In October 2009, the FASB issued authoritative guidance related to Multiple-Deliverable Revenue Arrangements. The guidance addresses how
to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. The guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on
or after June 15, 2010. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

In January 2010, the FASB issued amended guidance for fair value measurements and disclosures. The guidance requires new disclosures about the activity in Level 3 fair value measurements and the transfers
between Levels 1, 2, and 3. The guidance also clarifies existing disclosures about the different classes of assets and liabilities measured at fair value and the valuation techniques and inputs used. This guidance is effective for interim and annual
periods beginning after December 15, 2009, except for the separate disclosures of purchases, sales, issuances and settlements related to amounts reported as Level 3 fair value measurements, which is effective for fiscal years beginning after
December 15, 2010 and for interim periods within those fiscal years. The adoption of this guidance did not have a material impact, nor do we expect any future material impact to our consolidated financial statements as result of adopting the
remaining guidance.

In December 2010, the FASB issued authoritative guidance that provides additional guidance on when to
perform the second step of the goodwill impairment test for reporting units with zero or negative carrying amounts. Under this guidance, an entity is required to perform the second step of the goodwill impairment test for reporting units with zero
or negative carrying amounts if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The qualitative factors are consistent with the existing guidance, which requires that goodwill of a reporting unit be
tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The guidance is effective for fiscal years beginning after
December 15, 2010. The adoption of this guidance did not have a material impact on our consolidated financial statements.

4.
Fair Value Measurements

There were no financial assets or liabilities as of March 31, 2011 or December 31, 2010 that we measured
at fair value on a recurring basis.

5. Plant, Property and Equipment

Plant, property and equipment consist of the following:



|                                     |  |               |         |  |                  |   |         | 
|------------------------------------ |  | ------------- | ------- |  | ---------------- | - | ------- | 
|                                     |  | March 31,2011 |         |  | December 31,2010 |  
|Distribution facilities              |  | $             | 248,513 |  |                  | $ | 244,419 | 
|Subscriber equipment                 |  |               | 70,054  |  |                  |   | 68,160  | 
|Headend equipment                    |  |               | 51,968  |  |                  |   | 50,868  | 
|Buildings and leasehold improvements |  |               | 11,070  |  |                  |   | 11,044  | 
|Office equipment and other           |  |               | 21,598  |  |                  |   | 21,018  | 
|Vehicles and equipment               |  |               | 12,482  |  |                  |   | 12,160  | 
|Land                                 |  |               | 2,012   |  |                  |   | 2,012   | 
|Construction in progress             |  |               | 464     |  |                  |   | 157     | 
|Material inventory                   |  |               | 3,613   |  |                  |   | 3,686   | 
|                                     |  |               |         |  |                  |   |         | 
|Total plant, property and equipment  |  |               | 421,774 |  |                  |   | 413,524 | 
|Less: accumulated depreciation       |  |               | 229,183 |  |                  |   | 219,467 | 
|                                     |  |               |         |  |                  |   |         | 
|Plant, property and equipment, net   |  | $             | 192,591 |  |                  | $ | 194,057 | 
|                                     |  |               |         |  |                  |   |         | 

Depreciation expense for the three months ended March 31, 2011 and 2010 was $ 10,833 and $10,248,
respectively.

6. Goodwill and Intangible Assets

The carrying value of goodwill at March 31, 2011 and December 31, 2010 was $35,905. For the three months ended March 31, 2011 and 2010, there were no impairments and no additional goodwill
recognized.



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The carrying value of franchise rights at March 31, 2011 and December 31, 2010 was
$524,400. For the three months ended March 31, 2011 and 2010, there were no impairments and no additional franchise rights recognized.

Intangible assets consist of the following as of March 31, 2011:



|                                     |  |      |        |  |                         |   |         |                     |  |   |       | 
|------------------------------------ |  | ---- | ------ |  | ----------------------- | - | ------- | ------------------- |  | - | ----- | 
|                                     |  | Cost |        |  | AccumulatedAmortization |   |         | Netintangibleassets | 
|                                     |  |      |       
|Subscriber relationships             |  | $    | 47,254 |  |                         | $ | (46,179 | )                   |  | $ | 1,075 | 
|                                     |  |      |       
|Other intangible assets              |  |      | 2,200  |  |                         |   | (2,200  | )                   |  |   |      | 
|                                     |  |      |        |  |                         |   |         |                     |  |   |       | 
|                                     |  |      |       
|Total finite lived intangible assets |  | $    | 49,454 |  |                         | $ | (48,379 | )                   |  | $ | 1,075 | 
|                                     |  |      |        |  |                         |   |         |                     |  |   |       | 

Intangible assets consist of the following as of December 31, 2010:



|                                     |  |      |        |  |                         |   |         |                     |  |   |       | 
|------------------------------------ |  | ---- | ------ |  | ----------------------- | - | ------- | ------------------- |  | - | ----- | 
|                                     |  | Cost |        |  | AccumulatedAmortization |   |         | Netintangibleassets | 
|                                     |  |      |       
|Subscriber relationships             |  | $    | 47,254 |  |                         | $ | (46,025 | )                   |  | $ | 1,229 | 
|                                     |  |      |       
|Other intangible assets              |  |      | 2,200  |  |                         |   | (2,200  | )                   |  |   |      | 
|                                     |  |      |        |  |                         |   |         |                     |  |   |       | 
|                                     |  |      |       
|Total finite lived intangible assets |  | $    | 49,454 |  |                         | $ | (48,225 | )                   |  | $ | 1,229 | 
|                                     |  |      |        |  |                         |   |         |                     |  |   |       | 

Amortization expense for the three months ended March 31, 2011 and 2010 was $154 and $153,
respectively.

7. Accrued Expenses

Accrued expenses consist of the following:



|                                              |  |               |        |  |                  |   |        | 
|--------------------------------------------- |  | ------------- | ------ |  | ---------------- | - | ------ | 
|                                              |  | March 31,2011 |        |  | December 31,2010 |  
|Franchise, copyright and revenue sharing fees |  | $             | 2,258  |  |                  | $ | 2,873  | 
|Payroll and related taxes                     |  |               | 2,572  |  |                  |   | 3,802  | 
|Other accrued expenses                        |  |               | 5,777  |  |                  |   | 5,587  | 
|                                              |  |               |        |  |                  |   |        | 
|Total accrued liabilities                     |  | $             | 10,607 |  |                  | $ | 12,262 | 
|                                              |  |               |        |  |                  |   |        | 

8. Debt

On June 8, 2009, the Company amended its old senior credit facility to extend the maturity date of $325.0 million in old term loan principal from September 2011 to June 2013. The remaining
outstanding old term loan debt of $118.8 million remained unchanged and was scheduled to mature in September 2011. As a result of the modification to the old senior credit facility, the Company incurred $5.9 million of debt financing costs, $4.6
million of which was expensed as a loss on extinguishment of debt and the remaining $1.3 million was scheduled to be amortized to interest expense over the remaining life of the old senior credit facility for lenders who continued to be lenders
under the new facilities.

On November 29, 2010. the Company entered into a new $575.0 million term loan facility (the
New Term Loan Facility) and a $25.0 million revolving credit facility (the New Revolver Facility and, together with the New Term Loan Facility, collectively the New Senior Credit Facility) with a group of banks
and institutional investors led by Credit Suisse Securities (USA) LLC and SunTrust Robinson Humphrey, Inc. The New Senior Credit Facility is governed by a single credit agreement dated November 29, 2010. The proceeds of the New Term Loan
Facility were used (a) to repay in full all indebtedness and other amounts due or outstanding under the Old Senior Credit Facility, (b) to consummate a cash dividend payment of approximately $110.7 million to the shareholders of Atlantic
Broadband Holdings I, LLC and (c) to pay approximately $39.3 million in aggregate amount to Atlantic Broadband Holdings I, LLC to facilitate the redemption of



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certain of its preferred stock. As a result of the issuance of the New Senior Credit Facility, the Company incurred $5.4 million of debt financing costs, expensed as a loss on extinguishment of
debt $1.2 million of previously capitalized costs with the remaining total of $8.0 million in capitalized costs being amortized to interest expense over the life of the New Senior Credit Facility and the senior subordinated notes.

On March 8, 2011, the Company amended its New Senior Credit Facility to reduce the interest rate margins by 0.5% and the LIBOR
Floor by 0.5%. In addition, the maturity dates for the New Term Loan and New Revolver were reset to the fifth and fourth anniversary dates from the March 8, 2011 amendment date in each case subject to an earlier maturity in the event that
the Companys 9.375% senior subordinated notes due 2014 remain outstanding on or prior to September 17, 2013.

The
New Senior Credit Facility contains certain restrictive financial covenants that, among other things, require the Company to maintain certain debt service coverage, interest coverage, fixed charge coverage, leverage ratios and a certain level of
EBITDA and places certain limitations on additional debt and investments. The New Senior Credit Facility contains conditions precedent to borrowing, events of default (including change of control) and covenants customary for facilities of this
nature. The New Senior Credit Facility is collateralized by substantially all of the assets of the Company and its subsidiaries.

At March 31, 2011, there was $540.0 million outstanding under the Term Loans and no borrowings under the Revolver. At December 31, 2010, there was $555.0 million outstanding under the Term Loans
and no borrowings under the Revolver. The carrying value of the Senior Credit Facility at March 31, 2011 and December 31, 2010 approximates fair value. The New Term Loans have quarterly principal payments of 1.0% per annum with a
LIBOR margin of 3.0% and a LIBOR floor of 1.0%. The weighted average interest rate for 2011 and 2010 on the Term Loan and Revolver was 4.73% and 5.68%, respectively. Interest payments on Base Rate Loans shall be payable in arrears on the
last day of each calendar quarter and at maturity. Interest payments on Eurodollar Loans shall be payable on the last day of each interest period relating to such loan and at maturity.

As of March 31, 2011, there was approximately $25.0 million of unused commitments under the Revolver all of which could be drawn in
compliance with the financial covenants under the Senior Credit Facility. In order to maintain the revolving lines of credit, the Company is obligated to pay certain commitment fees at nominal interest rates on the unused portions of the loans.

The Company can make no assurances that it will be able to satisfy and comply with the covenants under the Senior Credit
Facility. The Companys ability to maintain its liquidity and maintain compliance with its covenants under the Senior Credit Facility is dependent upon its ability to successfully execute its current business plan. The Company believes that the
cash generated from operations will be sufficient to meet its debt service, capital expenditures and working capital requirements for at least the next twelve months.

Term Loan installments begin on June 30, 2011. The New Term Loan Facility has a five-year maturity and the New Revolver Facility has a four-year maturity, in each case subject to an earlier maturity
in the event that the Companys 9.375% senior subordinated notes due 2014 remain outstanding on or prior to September 17, 2013. Principal payments under the Senior Credit Facility for each year ending December 31, 2011 through
maturity are as follows:



|           |  |   |         | 
|---------- |  | - | ------- | 
|2011       |  | $ | 4,163   | 
|2012       |  |   | 5,550   | 
|2013       |  |   | 5,550   | 
|2014       |  |   | 5,550   | 
|2015       |  |   | 5,550   | 
|Thereafter |  |   | 513,637 | 
|           |  |   |         | 
|           |  | $ | 540,000 | 
|           |  |   |         | 

The carrying value of the senior term debt at March 31, 2011 and December 31, 2010 approximates
fair vale.

Senior Subordinated Notes

On February 10, 2004, the Company and Atlantic Broadband Finance, Inc., a 100% owned finance subsidiary of the
Company, co-issued $150.0 million of 93/8% senior
subordinated notes (the Notes). The Notes mature on January 15, 2014. Interest is payable every six months in arrears on January 15 and July 15. The Notes are guaranteed by each of the Companys existing and future
domestic subsidiaries on a senior subordinated basis to the Senior Credit Facility. The guarantees are full and unconditional and joint and several. Each of the subsidiary guarantors are 100% owned by the



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##### Table of Contents

Company and the Company has no independent assets or operations other than those of its Subsidiaries. The proceeds of the offering were used to finance the acquisition of the Systems. The
carrying value of the Notes at March 31, 2011 and December 31, 2010 approximates fair value.

Interest Rate
Cap Agreements

In February 2011, the Company entered into four interest rate cap contracts for a total notional value
of $180.0 million with a 2 year term and a rate of 5.0% and one interest rate cap contract for a notional value of $25.0 million with a 1 year term and a rate of 5.0%.

Debt Covenants

The Senior Credit Agreement and the Notes described
above contain covenants which require the Company to comply with certain financial ratios, capital expenditures and other limits. The Company was in compliance with all such covenants at March 31, 2011 and December 31, 2010.

9. Members Equity

The
Parent owns all 1,000 units issued by the Company. The Parent contributed $1.7 million in 2003 to effect its formation. In 2004, the Parent contributed $260.8 million which the Company used to acquire the Systems. The Company provided dividends
totaling $87.7 million during the 2007, $10.1 million during 2008, $15.3 million during 2009 and $165.4 million during 2010. There were no dividend payment during the period ended March 31, 2011.

10. Management Services Agreement

On September 14, 2009, a majority investor of the Company acquired a majority interest in Grande Communications Networks, LLC (Grande), a retail and wholesale provider of cable video
programming, high speed data, telephony and other advanced broadband services. Accordingly, Grande is a related party with the Company. Concurrent with this acquisition, the Company entered into a Management Services Agreement (the
Agreement) with Grande and Grande Manager LLC to provide management and other services to Grande. Under the terms of the Agreement, designated personnel of the Company will provide general managerial oversight and such management
services as mutually agreed upon by and between the Company and Grande with respect to the business and operations of Grande, subject to the authority of Grandes board of directors. In consideration for the Company providing such services,
Grande agreed to pay to the Company on a quarterly basis a fee equal to the lesser of 50% of the quarterly expenses associated with the designated Company personnel providing managerial services to Grande, or 5.5% of Grandes total quarterly
revenue less certain expenses as further described in the Agreement (the Management Fee). The Management Fee contemplates the recovery of costs to provide managerial services and may not be indicative of the service fee which would be
charged by an independent party. The Agreement commenced upon execution and will terminate upon certain events specified within the Agreement, or as mutually agreed upon by the Company and Grande. Any Management Fee earned by the Company will reduce
the related selling, general and administrative expense during the period recognized. $466 and $367 in Management Fees were recorded during the three months ended March 31, 2011 and 2010, respectively. As of March 31, 2011 and
December 31, 2010, $626 and $593 in management fees and reimbursable expenses were unpaid and recorded in accounts receivable, respectively.

11. Contingencies

In the normal course of business, there are various
legal proceedings outstanding involving the Company. In the opinion of management, these proceedings will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is based upon our unaudited interim consolidated financial statements, and our review of the
business and operations of each of the Systems.



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##### Table of Contents

Overview of Operations

The operating revenue of the Company is derived primarily from monthly subscription fees charged to customers for video, data and telephony services, equipment rental and ancillary services provided by
the Systems. Generally, the customer subscriptions may be discontinued by the customer at any time. In addition, the Company derives revenue from installation and reconnection fees charged to customers to commence and reinstate service, pay-per-view
programming where users are charged a fee for individual programs viewed, advertising revenues and franchise fee revenues, which are collected by the Systems and then paid to local franchising authorities.

Expenses consist primarily of operating costs, selling, general and administrative expenses, depreciation and amortization expenses and
interest expense. Operating costs primarily include programming costs, the cost of the Systems workforce, cable service related expenses, franchise fees and expenses related to customer billings.

Historical Performance

Operating
Data



|                                                      |  |               |         |   |                  |  |         |               |  |  |         |  
|----------------------------------------------------- |  | ------------- | ------- | - | ---------------- |  | ------- | ------------- |  |  | ------- | -
|                                                      |  | March 31,2011 |         |   | December 31,2010 |  |         | March 31,2010 | 
|Equivalent Basic Units (EBUs)                      |  |               | 199,645 |   |                  |  | 201,706 |               |  |  | 210,982 |  
|Digital subscribers                                   |  |               | 95,264  |   |                  |  | 92,671  |               |  |  | 87,379  |  
|High Speed Data (HSD) residential subscribers       |  |               | 147,306 |   |                  |  | 143,476 |               |  |  | 139,238 |  
|Telephone residential subscribers                     |  |               | 69,186  |   |                  |  | 68,340  |               |  |  | 64,538  |  
|Homes passed                                          |  |               | 509,930 |   |                  |  | 509,720 |               |  |  | 506,517 |  
|Internet-ready homes passed                           |  |               | 501,059 |   |                  |  | 502,119 |               |  |  | 498,916 |  
|Telephone-ready homes passed                          |  |               | 499,137 |   |                  |  | 497,052 |               |  |  | 490,092 |  
|Basic subscribers                                     |  |               | 264,393 |   |                  |  | 265,955 |               |  |  | 275,301 |  
|                                                      |  |               |        
|Basic penetration of homes passed                     |  |               | 51.8    | % |                  |  | 52.2    | %             |  |  | 54.4    | %
|Digital penetration of basic subscribers              |  |               | 36.0    | % |                  |  | 34.8    | %             |  |  | 31.7    | %
|HSD penetration of internet-ready homes passed        |  |               | 29.4    | % |                  |  | 28.6    | %             |  |  | 27.9    | %
|Telephone penetration of telephone-ready homes passed |  |               | 13.9    | % |                  |  | 13.7    | %             |  |  | 13.2    | %



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Results of Operations

The following tables set forth a summary of the Systems operations for the periods indicated and their percentages of total revenue:



|                                                                                                         |  |                              |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- |  | ----- | ------ |  | - | ------- | - |  |  | ----- | -
|                                                                                                         |  | Three Months Ended March 31. |        
|                                                                                                         |  | 2011                         |         |   | 2010 | 
|                                                                                                         |  | Amount                       |         |   | %    |  |       | Amount |  |   | %       |  
|                                                                                                         |  | (dollars in thousands)       |        
|Revenue:                                                                                                 |  |                              |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Video                                                                                                    |  | $                            | 40,871  |   |      |  | 50.4  | %      |  | $ | 40,708  |   |  |  | 52.4  | %
|High Speed Data                                                                                          |  |                              | 15,894  |   |      |  | 19.6  |        |  |   | 14,550  |   |  |  | 18.7  |  
|Telephone                                                                                                |  |                              | 7,292   |   |      |  | 9.0   |        |  |   | 6,518   |   |  |  | 8.4   |  
|Advertising Sales                                                                                        |  |                              | 1,920   |   |      |  | 2.3   |        |  |   | 1,893   |   |  |  | 2.4   |  
|Commercial                                                                                               |  |                              | 9,088   |   |      |  | 11.2  |        |  |   | 7,971   |   |  |  | 10.3  |  
|Other                                                                                                    |  |                              | 6,060   |   |      |  | 7.5   |        |  |   | 6,023   |   |  |  | 7.8   |  
|                                                                                                         |  |                              |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Total revenue                                                                                            |  | $                            | 81,125  |   |      |  | 100.0 | %      |  | $ | 77,663  |   |  |  | 100.0 | %
|                                                                                                         |  |                              |         |  
|Costs and expenses:                                                                                      |  |                              |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Operating (excluding depreciation and amortization and selling, general and administrative listed below) |  |                              | 36,162  |   |      |  | 44.6  | %      |  |   | 35,821  |   |  |  | 46.1  | %
|Selling, general and administrative                                                                      |  |                              | 12,042  |   |      |  | 14.8  | %      |  |   | 10,151  |   |  |  | 13.1  | %
|Depreciation and amortization                                                                            |  |                              | 10,987  |   |      |  | 13.5  | %      |  |   | 10,401  |   |  |  | 13.4  | %
|                                                                                                         |  |                              |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Income from operations                                                                                   |  |                              | 21,934  |   |      |  |       |        |  |   | 21,290  |   |  |  |       |  
|                                                                                                         |  |                              |         |  
|Other Income (expenses):                                                                                 |  |                              |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|                                                                                                         |  |                              |         |  
|Interest expense                                                                                         |  |                              | (11,134 | ) |      |  |       |        |  |   | (10,580 | ) |  |  |       |  
|                                                                                                         |  |                              |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Net income                                                                                               |  | $                            | 10,800  |   |      |  |       |        |  | $ | 10,710  |   |  |  |       |  
|                                                                                                         |  |                              |         |   |      |  |       |        |  |   |         |   |  |  |       |  

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010.

Revenue for the three months ended March 31, 2011 was $81.1 million as compared to $77.6 million for the three months ended
March 31, 2010, an increase of $3.5 million or 4.5%. This increase was mainly the result of (i) an increase in high-speed data revenue of $1.3 million from continued marketing focus for this service offering driving HSD subscriber growth;
(ii) a $0.7 million increase in telephone revenue generated by increases in subscriber levels and (iii) a $1.1 million increase in commercial revenue as we continue to expand our non-residential customer base through targeted marketing
efforts. We expect revenues to continue to increase resulting from subscriber growth in our residential digital and residential and commercial high-speed data and telephone service offerings.

Operating expenses for the three months ended March 31, 2011 were $36.2 million as compared to $35.8 million for the same period in
2010. The $0.4 million or 1.1% increase was mainly the result of increased programming costs in conjunction with annual contractual increases, coupled with increased HSD and telephone direct costs. We expect operating expenses to continue to
increase at moderate levels consistent with growth in total revenue generating units will result in increased direct expenses, while technical and customer support levels should remain relatively stable.

Selling, general and administrative expenses for the three months ended March 31, 2011 were $12.0 million as compared to $10.2
million for the three months ended March 31, 2010, an increase of $1.8 million. This increase is the result of the incurrence of $2.8 million in fees associated with the Companys March 2011 Senior Debt re-pricing, offset by reductions of
$0.8 million in general and administrative costs mainly related to certain one-time bonus payments made in 2010 coupled with reduction in employee benefit and insurance costs, as well as a $0.2 million decrease in sales and



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##### Table of Contents

marketing expenses due to lower levels of spending as we apply more targeted marketing campaigns. We expect to see flat expense trends in selling, general and administrative expenses as we
maintain consistent levels of spending in these expense categories.

Depreciation of property and equipment and amortization
expense was $11.0 million for the three months ended March 31, 2011, compared with $10.4 million for the same period in 2010, an increase of $0.6 million or 5.8%. This slight increase is the result of higher levels of capital expenditures in
2010 increasing depreciation expense.

Income from operations for the three months ended March 31, 2011 was $21.9 million
as compared to $21.3 million for the same period in 2010 for the reasons described above.

Interest expense, including
amortization of debt financing costs, for the three months ended March 31, 2011 was $11.1 million as compared to $10.6 million for the three months ended March 31, 2010. This increase was primarily attributable to higher levels of interest
on the increased senior debt issued in conjunction with our November 2010 refinancing of our Senior Credit Facility.

As a
result of the factors described above, net income was $10.8 million for the three months ended March 31, 2011 as compared to $10.7 million for the three months ended March 31, 2010.

Liquidity and Capital Resources

The Companys primary source of
liquidity is cash flow from operations. We also have available funds under our revolving credit facility of $25.0 million at March 31, 2011, subject to certain conditions. Our primary liquidity requirements will be for debt service, capital
expenditures and working capital.

In connection with the acquisition of the Systems, we have incurred
substantial amounts of debt, including amounts outstanding under our Senior Credit Facility and our 9
3/8% Senior Subordinated Notes. Interest payments
on this indebtedness will significantly reduce our cash flows from operations. As of March 31, 2011, the Company has total debt outstanding of $690.0 million.

We have a $565.0 million Senior Credit Facility, consisting of a $25.0 million Revolver and a $540.0 million Term Loan. At March 31, 2011, none of the Revolver was outstanding, with $25.0 million of
unused senior credit commitments under the revolving credit facility. The Revolver commitment terminates on November 29, 2014. We will be able to prepay revolving credit loans and reborrow amounts that are repaid, up to the amount of the
revolving credit commitment then in effect, subject to customary conditions. We also have $150.0 million senior subordinated notes that mature on January 15, 2014.

The Term Loans mature in March 2016.

The Senior Credit Facility contains certain
restrictive financial covenants that, among other things, require the Company to maintain certain debt service coverage, interest coverage, fixed charge coverage, leverage ratios and a certain level of EBITDA and places certain limitations on
additional debt and investments. The Senior Credit Facility contains conditions precedent to borrowing, events of default (including change of control) and covenants customary for facilities of this nature. The Senior Credit Facility is
collateralized by substantially all of the assets of the Company and its Subsidiaries.

The Company can make no assurances
that it will be able to satisfy and comply with the covenants under the Senior Credit Facility. The Companys ability to maintain its liquidity and maintain compliance with its covenants under the Senior Credit Facility is dependent upon its
ability to successfully execute its current business plan. The Company can make no assurances, however, that its business will generate sufficient cash flow from operations or that existing available cash or future borrowings will be available to it
under the Senior Credit Facility in an amount sufficient to enable it to pay its indebtedness or to fund its other liquidity needs.

We expect to incur capital expenditures in 2011 at a level consistent with that of 2010 as we have substantially completed the deployment of all major product offerings, including high-speed data,
telephone and video on demand services to the majority of our systems. We expect subsequent year capital expenditure levels to remain relatively consistent, reflecting more maintenance and discretionary capital spending.

We believe that the cash generated from operations will be sufficient to meet our debt service, capital expenditures and working capital
requirements for the foreseeable future. Subject to restrictions on our Senior Credit Facility and the indenture governing our Senior Subordinated Notes, we may incur more debt for working capital, capital expenditures, acquisitions and for other
purposes. In addition, we may require additional financing if our plans materially change in an adverse manner or prove to be materially inaccurate. There can be no assurance that such financing, if permitted under the terms of our debt agreement,
will be available on terms acceptable to us or at all.



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##### Table of Contents

Contractual Obligations

The following table sets forth our long-term contractual cash obligations as of March 31, 2011 (dollars in thousands):



|                                         |  |                           |         |  |                  |   |        |      |  |   |        |  |  |      |        |  |      |   |         |            |  |   |        |  |  |   |         | 
|---------------------------------------- |  | ------------------------- | ------- |  | ---------------- | - | ------ | ---- |  | - | ------ |  |  | ---- | ------ |  | ---- | - | ------- | ---------- |  | - | ------ |  |  | - | ------- | 
|                                         |  | Years Ending December 31, |        
|                                         |  | Total                     |         |  | Remainderof 2011 |   |        | 2012 |  |   | 2013   |  |  | 2014 |        |  | 2015 |   |         | Thereafter | 
|Senior secured credit facilities         |  | $                         | 540,000 |  |                  | $ | 4,163  |      |  | $ | 5,550  |  |  | $    | 5,550  |  |      | $ | 5,550   |            |  | $ | 5,550  |  |  | $ | 513,637 | 
|93/8% Senior Subordinated Notes due 2014 |  |                           | 150,000 |  |                  |   |       |      |  |   |       |  |  |      |       |  |      |   | 150,000 |            |  |   |       |  |  |   |        | 
|Cash interest                            |  |                           | 143,252 |  |                  |   | 26,705 |      |  |   | 35,413 |  |  |      | 35,191 |  |      |   | 21,492  |            |  |   | 20,684 |  |  |   | 3,767   | 
|Operating leases                         |  |                           | 2,016   |  |                  |   | 582    |      |  |   | 467    |  |  |      | 387    |  |      |   | 236     |            |  |   | 167    |  |  |   | 177     | 
|                                         |  |                           |         |  |                  |   |        |      |  |   |        |  |  |      |        |  |      |   |         |            |  |   |        |  |  |   |         | 
|Total cash contractual obligations       |  | $                         | 835,268 |  |                  | $ | 31,450 |      |  | $ | 41,430 |  |  | $    | 41,128 |  |      | $ | 177,278 |            |  | $ | 26,401 |  |  | $ | 517,581 | 
|                                         |  |                           |         |  |                  |   |        |      |  |   |        |  |  |      |        |  |      |   |         |            |  |   |        |  |  |   |         | 

Cash Flows

Cash provided by operations increased to $18.1 million for the three months ended March 31, 2011 as compared to $15.5 million for the same period in 2010. This is mainly the result of the timing of
payments of accounts payable.

Cash used in investing activities increased to $7.4 million for the three months ended
March 31, 2011 from $5.9 million for the same period in 2010. This increase is mainly the result of timing of capital expenditures spending, with more of the annual level of expenditures in the first quarter of 2011 as compared to the prior
year. Overall total capital expenditures for all of 2011 are expected to be consistent with 2010 levels.

Cash used in
financing activities for the three months ended March 31, 2010 included a $15.0 million dividend to its members, while the three months ended March 31, 2011 included an optional reduction of senior term debt outstanding of $15.0 million.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical
Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenue and expenses during the reported period. In making these estimates and assumptions, management employs critical accounting policies. Our critical accounting policies and estimates are
discussed in our Annual Report on Form 10-K for the year ended December 31, 2010.

Inflation and Changing Prices

Our costs and expenses will be subject to inflation and price fluctuations. We do not expect that such changes are likely to have a
material effect on our results of operations.

ITEM 3. Quantitative and Qualitative Disclosures About Market
Risk

We are exposed to certain market risks as part of our ongoing business operations. Primary exposure will include
changes in interest rates as borrowings under our senior secured credit facilities bear interest at floating rates based on LIBOR or the base rate, in each case plus an applicable borrowing margin. We manage our interest rate risk by balancing the
amount of fixed-rate and floating-rate debt. For fixed-rate debt, interest rate changes do not affect earnings or cash flows. Conversely, for floating-rate debt, interest rate changes generally impact our earnings and cash flows, assuming other
factors are held constant.



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The following table estimates the changes to cash flow from operations if interest rates
were to fluctuate by 100 or 50 basis points, or BPS (where 100 basis points represents one percentage point), for a twelve-month period after giving effect to the interest rate swap agreements described below:



|                                          |  |                        |        |  |                            |   |        |                        |        |   |        |         |  |   |        |  |  |   |        | 
|----------------------------------------- |  | ---------------------- | ------ |  | -------------------------- | - | ------ | ---------------------- | ------ | - | ------ | ------- |  | - | ------ |  |  | - | ------ | 
|                                          |  | Interest rate decrease |        |  | No change 
tointerest rate |   |        | Interest rate increase |       
|                                          |  | 100 BPS                |        |  | 50 BPS                     |   |        |                        | 50 BPS |   |        | 100 BPS | 
|                                          |  | (dollars in thousands) |       
|Senior credit facilities                  |  | $                      | 20,711 |  |                            | $ | 23,487 |                        |        | $ | 26,263 |         |  | $ | 29,040 |  |  | $ | 31,816 | 
|9.375% senior subordinated notes due 2014 |  |                        | 14,063 |  |                            |   | 14,063 |                        |        |   | 14,063 |         |  |   | 14,063 |  |  |   | 14,063 | 
|                                          |  |                        |        |  |                            |   |        |                        |        |   |        |         |  |   |        |  |  |   |        | 
|                                          |  | $                      | 34,774 |  |                            | $ | 37,550 |                        |        | $ | 40,326 |         |  | $ | 43,103 |  |  | $ | 45,879 | 
|                                          |  |                        |        |  |                            |   |        |                        |        |   |        |         |  |   |        |  |  |   |        | 

We use derivative instruments to manage our exposure to interest rate risks. Our objective for holding derivatives is to
minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures. We use interest rate cap agreements in connection with our variable rate senior credit facility. We do not use derivative financial
instruments for speculative or trading purposes. At March 31, 2011, the Company had no interest rate swap agreements in place. In February 2011, we entered into four interest rate cap contracts for a total notional value of $180.0 million with
a 2 year term and a rate of 5.0% and one interest rate cap contract for a notional value of $25.0 million with a 1 year term and a rate of 5.0%.

ITEM 4T. Controls and Procedures

The
Companys management, with the participation of the Companys chief executive officer and chief financial officer, evaluated the effectiveness of the Companys disclosure controls and procedures as of March 31, 2011. The term
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including
its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Companys disclosure controls and
procedures as of March 31, 2011 the Companys chief executive officer and chief financial officer concluded that, as of such date, the Companys disclosure controls and procedures were effective at the reasonable assurance level.

There was no change in the internal control over financial reporting that occurred during the period ended March 31,
2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART 2. OTHER INFORMATION

ITEM 1. Legal Proceedings

In the normal
course of business, the Company is party to various claims and legal proceedings. The Company records a reserve for these matters when an adverse outcome is probable and they can reasonably estimate its potential liability. Although the ultimate
outcome of these matters is currently not determinable, the Company does not believe that the resolution of these matters in a manner adverse to their interest will have a material effect upon their financial condition, results of operations or cash
flows for an interim or annual period.



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ITEM 1A. Risk Factors

For a more detailed explanation of the factors affecting our business, please refer to the Risk Factors section in Item 1A of our
2010 Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. Defaults upon Senior Securities

None.

ITEM 4. Reserved

ITEM 5.
Other Information

None.

ITEM 6. Exhibits



| | (a) | Exhibits
| | --- | --------



|     |  |                                                                                                                                                  
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of David J. Keefe pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                       
|     | 
|31.2 |  | Certification of Patrick Bratton pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                      
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Chief Executive Officer.
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Chief Financial Officer.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934 the registrant has duly caused this
Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized on May 12, 2011.



Atlantic Broadband Finance, LLC/s/ David J. KeefeDavid J. KeefeChief Executive Officer and Director/s/ Patrick BrattonPatrick BrattonChief Financial Officer




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