##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION Washington, D.C. 20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES AND EXCHANGE ACT OF 1934For the quarterly period ended
    November 30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number 0-19603
  CENTENNIAL
 COMMUNICATIONS CORP.
 (Exact name of registrant as
    specified in its charter)
   Delaware

06-1242753(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)    3349
    Route 138
    Wall, NJ 07719 (Address
    of principal executive offices,
    including zip code)
   (732) 556-2200 (Registrants
    telephone number,
    including area code)
   þ o
  Rule 12b-2 o þ o
  Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
   
 Part I  Financial
    InformationItem 1.


Financial Statements


2Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


39Item 4.


Controls and Procedures


40Part II  Other
    InformationItem 1.


Legal Proceedings


41Item 1A.


Risk Factors


41Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


42Item 3.


Defaults Upon Senior Securities


42Item 4.


Submission of Matters to a Vote of Security
    Holders


42Item 5.


Other Information


42Item 6.


Exhibits


43EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION
  ITEM 1.
    FINANCIAL
    STATEMENTS  CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
    (Dollar amounts in thousands, except share data)
  November 30,


May 31,2007


2007ASSETSCURRENT ASSETS:Cash and cash equivalents

$
72,950


$
94,740Accounts receivable, less allowance for doubtful accounts of
    $8,923 and $7,571, respectively


103,737



88,292Inventory  phones and accessories, net


44,312



31,624Prepaid expenses and other current assets


21,639



18,257Total Current Assets


242,638



232,913Property, plant and equipment, net


575,316



574,503Debt issuance costs, less accumulated amortization of $26,999
    and $25,295, respectively


38,547



42,872Restricted cash


6,167



5,926U.S. wireless licenses


402,386



398,783Puerto Rico wireless licenses, net


54,159



54,159Goodwill


4,187



4,187Cable facility, net


3,370



3,490Customer list, net


11,799



Other assets


4,616



5,148TOTAL ASSETS

$
1,343,185


$
1,321,981LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable

$
44,188


$
20,839Accrued expenses and other current liabilities


183,944



191,524Payable to affiliates


75



125Total Current Liabilities


228,207



212,488Long-term debt


2,005,049



2,046,565Deferred income taxes


134,855



124,783Other liabilities


37,832



16,523Minority interest in subsidiaries


4,618



4,293Commitments and contingencies (see Note 8)STOCKHOLDERS DEFICIT:Preferred stock, $0.01 par value per share,
    10,000,000 shares authorized, no shares issued or
    outstanding






Common stock, $0.01 par value per share,
    240,000,000 shares authorized; issued 107,813,680 and
    106,899,286 shares, respectively; and outstanding
    107,743,177 and 106,828,783 shares, respectively


1,078



1,069Additional paid-in capital


30,244



19,832Accumulated deficit


(1,096,492
)


(1,103,379
)Accumulated other comprehensive (loss) income


(1,129
)


884(1,066,299
)


(1,081,594
)Less: cost of 70,503 common shares in treasury


(1,077
)


(1,077
)Total Stockholders Deficit


(1,067,376
)


(1,082,671
)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT

$
1,343,185


$
1,321,981    2




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##### Table of Contents



CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    (Dollar amounts in thousands, except per share data)
  Three Months Ended


Six Months EndedNovember 30,


November 30,


November 30,


November 30,2007


2006


2007


2006REVENUE:Service revenue

$
230,737


$
216,743


$
465,096


$
429,779Equipment sales


12,831



12,459



26,442



24,824243,568



229,202



491,538



454,603COSTS AND EXPENSES:Cost of services (exclusive of depreciation and amortization
    shown below)


44,367



43,499



90,941



86,741Cost of equipment sold


30,262



32,411



61,784



61,095Sales and marketing


26,728



24,115



52,314



46,793General and administrative


52,559



43,813



99,865



84,689Depreciation and amortization


34,255



32,695



67,611



64,913Loss on disposition of assets


1,262



88



1,611



293189,433



176,621



374,126



344,524Operating income


54,135



52,581



117,412



110,079Interest expense, net


(47,809
)


(51,689
)


(96,393
)


(102,403
)Income from continuing operations before income tax expense,
    minority interest in income of subsidiaries and income from
    equity investments


6,326



892



21,019



7,676Income tax (expense) benefit


(4,707
)


48



(12,968
)


(7,033
)Income from continuing operations before minority interest in
    income of subsidiaries and income from equity investments


1,619



940



8,051



643Minority interest in income of subsidiaries


(169
)


(233
)


(321
)


(441
)Income from equity investments






293







546Income from continuing operations


1,450



1,000



7,730



748Discontinued operations:Loss






(1,464
)






(2,829
)Loss on disposition


(525
)


(31,995
)


(1,039
)


(31,995
)Income tax expense






(893
)






(1,435
)Net loss from discontinued operations


(525
)


(34,352
)


(1,039
)


(36,259
)Net income (loss)

$
925


$
(33,352
)

$
6,691


$
(35,511
)Earnings (loss) per share:BasicEarnings per share from continuing operations

$
0.01


$
0.01


$
0.07


$
0.01Loss per share from discontinued operations


(0.00
)


(0.33
)


(0.01
)


(0.35
)Net income (loss) per share

$
0.01


$
(0.32
)

$
0.06


$
(0.34
)DilutedEarnings per share from continuing operations

$
0.01


$
0.01


$
0.07


$
0.01Loss per share from discontinued operations


(0.00
)


(0.32
)


(0.01
)


(0.34
)Net income (loss) per share

$
0.01


$
(0.31
)

$
0.06


$
(0.33
)Weighted-average number of shares outstanding:Basic


107,556



105,408



107,526



105,309Diluted


110,725



107,512



110,585



107,363    3




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##### Table of Contents



CENTENNIAL
    COMMUNICATIONS CORP. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
    (Dollar amounts in thousands)
  Six Months EndedNovember 30,


November 30,2007


2006OPERATING ACTIVITIES:Net income (loss)

$
6,691


$
(35,511
)Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


67,611



72,045Stock-based compensation


6,436



5,204Excess tax benefits from stock-based compensation


(1,107
)


(66
)Minority interest in income of subsidiaries


321



441Income from equity investments






(546
)Distributions received from equity investments






215Loss on disposition of assets


2,650



32,288Changes in assets and liabilities


(2,502
)


(4,641
)Net cash provided by operating activities


80,100



69,429INVESTING ACTIVITIES:Proceeds from disposition of assets, net of cash expenses


81



583Acquisition of minority interest, net






(2,500
)Payment for acquisition, net of cash acquired


(12,519
)


Payment for purchase of wireless spectrum


(3,603
)


(14,920
)Capital expenditures


(45,422
)


(41,202
)Net cash used in investing activities


(61,463
)


(58,039
)FINANCING ACTIVITIES:Repayment of debt


(45,944
)


(889
)Proceeds from the exercise of stock options


4,114



790Proceeds from issuance of common stock under employee stock
    purchase plan


296



461Excess tax benefits from stock-based compensation


1,107



66Net cash (used in) provided by financing activities


(40,427
)


428Net (decrease) increase in cash and cash equivalents


(21,790
)


11,818Cash and cash equivalents, beginning of period


94,740



94,884Cash and cash equivalents, end of period

$
72,950


$
106,702SUPPLEMENTAL CASH FLOW DISCLOSURE:Cash paid during the period for:Interest

$
95,804


$
98,321Income taxes

$
6,109


$
3,321NON-CASH TRANSACTION:Fixed assets acquired under capital leases

$
3,004


$
4,791Acquisition of minority interest included in accrued expenses
    and other current liabilities

$



$
1,000    4




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 (Dollar amounts in thousands, except per share amounts)
  NOTE 1.
    INTERIM
    FINANCIAL STATEMENTS  Form 10-K,
  NOTE 2.
    OTHER
    INTANGIBLE ASSETS AND GOODWILL  Other
    Intangible Assets
    ImpairmentAs of


Assets


Loss


As ofJune 1, 2007


Acquired


Recognized


November 30, 2007U.S. wireless licenses

$
398,783


$
3,603


$



$
402,386Puerto Rico wireless licenses


54,159











54,159Total

$
452,942


$
3,603


$



$
456,545     Goodwill and Other
    Intangible Assets
   5




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Disclosures about
    Segments of an Enterprise and Related Information
      As of November 30, 2007

As of May 31, 2007Estimated

Gross



GrossUseful

Carrying

Accumulated

Carrying

AccumulatedLife

Amount

Amortization

Amount

AmortizationCable facility


25 years



6,000



2,630



6,000



2,510Customer lists


10 years



11,959



160







     Goodwill
   6




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 3.
    DEBT    As of


As ofNovember 30, 2007


May 31, 2007Senior Secured Credit Facility  Term Loans

$
550,000


$
550,00081/8% Senior
    Unsecured Notes due 2014


325,000



325,000101/8% Senior
    Unsecured Notes due 2013


500,000



500,000Senior Unsecured Holdco Floating Rate Notes due 2013, net of
    unamortized discount of $2,536 and $2,785, respectively


347,464



347,21510% Senior Unsecured Holdco Fixed Rate Notes due 2013


200,000



200,000103/4% Senior
    Subordinated Notes due 2008






45,000Capital Lease Obligations


70,571



67,128Financing Obligation  Tower Sale


12,014



12,222Total Long-Term Debt


2,005,049



2,046,565Current Portion of Long-Term Debt






Net Long-Term Debt

$
2,005,049


$
2,046,565   Senior
    Secured Credit Facility
        High-Yield
    Notes
   7




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1 8
  1 8
  3 4
  Derivative
    Financial Instruments
           8




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            November 30, 2008

$
November 30, 2009


November 30, 2010


274,626November 30, 2011


275,153November 30, 2012


367November 30, 2013 and thereafter


1,457,4392,007,585Unamortized discount


(2,536
)$
2,005,049     NOTE 4.
    TAXES  Accounting for
    Income Taxes Interim Financial Reporting Accounting for Income Taxes in
    Interim Periods  An Interpretation of APB Opinion
    No. 28
    Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109
 9




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          and/or
    NOTE 5.
    DISCONTINUED
    OPERATIONS  Accounting for the
    Impairment or Disposal of Long-Lived Assets
    Three Months Ended


Six Months EndedNovember 30,


November 30,2007


2006


2007


2006Revenue

$



$
18,600


$



$
37,436(Loss) income from discontinued operations






(1,464
)






(2,829
)Loss on disposition


(525
)


(31,995
)


(1,039
)


(31,995
)Income tax expense






(893
)






(1,435
)Net loss from discontinued operations

$
(525
)

$
(34,352
)

$
(1,039
)

$
(36,259
)  10




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 6.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of SFAS 115 Fair Value Measurement
    No. 06-1, Accounting for Consideration Given by a Service Provider to
    Manufacturers or Resellers of Equipment Necessary for an
    End-Customer to Receive Service from the Service Provider (EITF 06-1), EITF 06-1 EITF 06-1 EITF 06-1 EITF 06-1
 11




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 7.
    ACQUISITIONS
    AND DISPOSITIONS      Preliminary
    Purchase Price Allocation
  Business Combinations
    Current assets

$
561Property, plant and equipment, net


3,431Customer lists


11,959Deferred tax asset


2,596Total Assets Acquired


18,547Current liabilities assumed


3,050Deferred tax liability


2,410Net assets acquired

$
13,087       NOTE 8.
    COMMITMENTS
    AND CONTINGENCIES  Legal
    Proceedings:
   12




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Guarantees:
   13




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Lease
    Commitments:
      Other
    Commitments and Contingencies:
    NOTE 9.
    SEGMENT
    INFORMATION     14




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended


Six Months EndedNovember 30,


November 30,2007


2006


2007


2006U.S. WIRELESSService revenue

$
108,797


$
95,910


$
218,137


$
187,619Roaming revenue


14,233



16,993



32,185



36,315Equipment sales


9,777



8,611



20,089



18,001Total revenue


132,807



121,514



270,411



241,935Adjusted operating income


51,372



42,049



104,511



85,740Total assets


1,808,612



1,898,413



1,808,612



1,898,413Capital expenditures


11,767



11,142



18,818



16,545PUERTO RICO WIRELESSService revenue

$
76,281


$
73,613


$
153,185


$
146,711Roaming revenue


1,463



1,432



2,599



2,899Equipment sales


3,055



3,848



6,353



6,823Total revenue


80,799



78,893



162,137



156,433Adjusted operating income


27,195



28,249



55,888



59,862Total assets


269,432



314,277



269,432



314,277Capital expenditures


9,285



7,567



16,758



14,796PUERTO RICO BROADBANDSwitched revenue

$
13,777


$
13,601


$
27,379


$
27,436Dedicated revenue


17,527



15,353



33,801



29,805Other revenue


1,702



2,877



3,830



4,901Total revenue


33,006



31,831



65,010



62,142Adjusted operating income


17,416



17,937



35,621



34,786Total assets


217,729



168,933



217,729



168,933Capital expenditures


4,374



4,749



9,846



8,492ELIMINATIONS/ADJUSTMENTSTotal revenue(1)

$
(3,044
)

$
(3,036
)

$
(6,020
)

$
(5,907
)Total assets(2)(3)


(952,588
)


(959,214
)


(952,588
)


(959,214
)CONSOLIDATEDTotal revenue

$
243,568


$
229,202


$
491,538


$
454,603Adjusted operating income


95,983



88,235



196,020



180,388Total assets


1,343,185



1,422,409



1,343,185



1,422,409Capital expenditures


25,426



23,458



45,422



39,833     (1)
    
    Elimination of intercompany revenue, primarily from Puerto Rico
    broadband to Puerto Rico wireless.(2)
    
    Elimination of intercompany investments.(3)
    
    Includes assets held for sale of $94,772 as of November 30,
    2006. 15




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Six Months EndedNovember 30,


November 30,2007


2006


2007


2006Adjusted operating income

$
95,983


$
88,235


$
196,020


$
180,388Depreciation and amortization


(34,255
)


(32,695
)


(67,611
)


(64,913
)Stock-based compensation expense


(3,381
)


(2,869
)


(6,436
)


(4,818
)Strategic alternatives/recapitalization costs






(2
)






(285
)Litigation settlement expense


(2,950
)






(2,950
)


Loss on disposition of assets


(1,262
)


(88
)


(1,611
)


(293
)Operating income


54,135



52,581



117,412



110,079Interest expense, net


(47,809
)


(51,689
)


(96,393
)


(102,403
)Income tax (expense) benefit


(4,707
)


48



(12,968
)


(7,033
)Minority interest in income of subsidiaries


(169
)


(233
)


(321
)


(441
)Income from equity investments






293







546Income from continuing operations


1,450



1,000



7,730



748Loss from discontinued operations


(525
)


(34,352
)


(1,039
)


(36,259
)Net income (loss)

$
925


$
(33,352
)

$
6,691


$
(35,511
)   NOTE 10.
    CONDENSED
    CONSOLIDATING FINANCIAL DATA   16




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of November 30, 2007
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)ASSETSCurrent assets:Cash and cash equivalents

$
34,115


$



$
38,835


$



$



$
72,950Accounts receivable, net


48,770







54,967











103,737Inventory  phones and accessories, net


10,194







34,118











44,312Prepaid expenses and other current assets


14,779







6,860











21,639Total current assets


107,858







134,780











242,638Property, plant & equipment, net


250,745







324,571











575,316Debt issuance costs


13,868







24,679











38,547Restricted Cash


6,167



















6,167U.S. wireless licenses










402,386











402,386Puerto Rico wireless licenses, net










54,159











54,159Goodwill


4,187



















4,187Investment in subsidiaries






941,175



604,793



(756,464
)


(789,504
)


Other assets, net


17,889







1,896











19,785Total

$
400,714


$
941,175


$
1,547,264


$
(756,464
)

$
(789,504
)

$
1,343,185LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Accounts payable

$
16,982


$



$
27,206


$



$



$
44,188Accrued expenses and other current liabilities


88,548







95,396











183,944Payable to affiliates










75











75Total current liabilities


105,530







122,677











228,207Long-term debt


793,107



591,395



73,083



547,464







2,005,049Deferred income taxes


2,989







131,866











134,855Other liabilities


10,899







26,933











37,832Intercompany


17,268



1,086,890



1,080,631



(236,707
)


(1,948,082
)


Minority interest in subsidiaries










4,618











4,618Redeemable preferred stock


606,538















(606,538
)


Stockholders (deficit) equity:Common stock














1,078







1,078Additional paid-in capital


(818,497
)






818,497



30,244







30,244Accumulated (deficit) equity


(316,671
)


(737,404
)


(711,041
)


(1,096,492
)


1,765,116



(1,096,492
)Accumulated other comprehensive income


(449
)


294







(974
)






(1,129
)(1,135,617
)


(737,110
)


107,456



(1,066,144
)


1,765,116



(1,066,299
)Less: treasury shares














(1,077
)






(1,077
)Total stockholders (deficit) equity


(1,135,617
)


(737,110
)


107,456



(1,067,221
)


1,765,116



(1,067,376
)Total

$
400,714


$
941,175


$
1,547,264


$
(756,464
)

$
(789,504
)

$
1,343,185  17




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Six Months Ended November 30, 2007
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
207,785


$



$
289,773


$



$
(6,020
)

$
491,538Costs and expenses:Cost of services (exclusive of depreciation and amortization
    shown below)


40,224







56,401







(5,684
)


90,941Cost of equipment sold


17,533







44,251











61,784Sales and marketing


21,293







31,021











52,314General and administrative


49,972







50,229







(336
)


99,865Depreciation and amortization


33,478







34,133











67,611Loss on disposition of assets


593







1,018











1,611163,093







217,053







(6,020
)


374,126Operating income


44,692







72,720











117,412Income (loss) from investments in subsidiaries






6,691



(6,597
)


6,691



(6,785
)


Interest expense, net


(52,169
)


(28,014
)


(1,434
)


(14,776
)






(96,393
)Intercompany interest allocation






28,014



(42,790
)


14,776







(Loss) income from continuing operations before income tax
    expense, minority interest in income of subsidiaries and income
    from equity investments


(7,477
)


6,691



21,899



6,691



(6,785
)


21,019Income tax benefit (expense)


880







(13,848
)










(12,968
)(Loss) income from continuing operations before minority
    interest in income of subsidiaries and income from equity
    investments


(6,597
)


6,691



8,051



6,691



(6,785
)


8,051Minority interest in income of subsidiaries










(321
)










(321
)Loss (income) from continuing operations


(6,597
)


6,691



7,730



6,691



(6,785
)


7,730Loss from discontinued operations










(1,039
)










(1,039
)Net (loss) income

$
(6,597
)

$
6,691


$
6,691


$
6,691


$
(6,785
)

$
6,691  18




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
    For the Six Months Ended November 30, 2007
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)OPERATING ACTIVITIES:Net (loss) income

$
(6,597
)

$
6,691


$
6,691


$
6,691


$
(6,785
)

$
6,691Adjustments to reconcile net (loss) income to net cash provided
    by (used in) operating activities:Depreciation and amortization


33,478







34,133











67,611Stock-based compensation expense


3,322







3,114











6,436Excess tax benefit from stock-based compensation










(1,107
)










(1,107
)Minority interest in income of subsidiaries










321











321Equity in undistributed earnings (loss) of subsidiaries






6,691



(6,597
)


6,691



(6,785
)


Loss on disposition of assets


593







2,057











2,650Changes in assets and liabilities, net of effects of
    acquisitions and dispositions and other


17,162



99,380



(131,723
)


(28,791
)


41,470



(2,502
)NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES


47,958



112,762



(93,111
)


(15,409
)


27,900



80,100INVESTING ACTIVITIES:Proceeds from disposition of assets, net of cash expenses


72



9















81Payment for acquisition


(12,519
)


















(12,519
)Payments for purchase of wireless spectrum






(3,603
)














(3,603
)Capital expenditures


(26,604
)


(18,818
)














(45,422
)NET CASH USED IN INVESTING ACTIVITIES


(39,051
)


(22,412
)














(61,463
)FINANCING ACTIVITIES:Repayment of debt






(45,000
)


(944
)










(45,944
)Proceeds from the exercise of employee stock options














4,114







4,114Excess tax benefit from stock-based compensation














1,107







1,107Proceeds from issuance of common stock under employee stock
    purchase plan














296







296Cash (paid to) received from affiliates


(5,949
)


(45,350
)


69,307



9,892



(27,900
)


NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES


(5,949
)


(90,350
)


68,363



15,409



(27,900
)


(40,427
)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


2,958







(24,748
)










(21,790
)CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


31,157







63,583











94,740CASH AND CASH EQUIVALENTS, END OF PERIOD

$
34,115


$



$
38,835


$



$



$
72,950  19




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
 As of May 31, 2007
 (Amounts in thousands)
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


SubsidiariesASSETSCurrent assets:Cash and cash equivalents

$
31,157


$



$
63,583


$



$



$
94,740Accounts receivable, net


41,999







46,293











88,292Inventory  phones and accessories, net


11,641







19,983











31,624Prepaid expenses and other current assets


11,856







6,401











18,257Total current assets


96,653







136,260











232,913Property, plant & equipment, net


249,297







325,206











574,503Debt issuance costs


15,288







27,584











42,872Restricted cash


5,926



















5,926U.S. wireless licenses










398,783











398,783Puerto Rico wireless licenses, net










54,159











54,159Goodwill


4,187



















4,187Investment in subsidiaries






934,484



611,390



(763,155
)


(782,719
)


Other assets


5,777







2,861











8,638Total

$
377,128


$
934,484


$
1,556,243


$
(763,155
)

$
(782,719
)

$
1,321,981LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Accounts payable

$
14,183


$



$
6,656


$



$



$
20,839Accrued expenses and other current liabilities


89,143







102,381











191,524Payable to affiliates










125











125Total current liabilities


103,326







109,162











212,488Long-term debt


792,985



636,395



69,970



547,215







2,046,565Deferred income taxes


4,422







120,361











124,783Other liabilities


5,469







11,054











16,523Intercompany


11,319



1,041,540



1,149,938



(226,815
)


(1,975,982
)


Minority interest in subsidiaries










4,293











4,293Redeemable preferred stock


587,938







(9,300
)






(578,638
)


Stockholders (deficit) equity:Common stock














1,069







1,069Additional paid-in capital


(818,497
)






818,497



19,832







19,832Accumulated (deficit) equity


(310,074
)


(744,095
)


(717,732
)


(1,103,379
)


1,771,901



(1,103,379
)Accumulated other comprehensive loss


240



644















884(1,128,331
)


(743,451
)


100,765



(1,082,478
)


1,771,901



(1,081,594
)Less: treasury shares














(1,077
)






(1,077
)Total stockholders (deficit) equity


(1,128,331
)


(743,451
)


100,765



(1,083,555
)


1,771,901



(1,082,671
)Total

$
377,128


$
934,484


$
1,556,243


$
(763,155
)

$
(782,719
)

$
1,321,981  20




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Six Months Ended November 30, 2006
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
200,974


$



$
255,746


$



$
(2,117
)

$
454,603Costs and expenses:Cost of services (exclusive of depreciation and amortization
    shown below)


36,189







51,902







(1,350
)


86,741Cost of equipment sold


15,611







45,484











61,095Sales and marketing


19,572







27,221











46,793General and administrative


43,599







41,857







(767
)


84,689Depreciation and amortization


33,242







31,671











64,913Loss (gain) on disposition of assets


798







(505
)










293149,011







197,630







(2,117
)


344,524Operating income


51,963







58,116











110,079(Loss) income from investments in subsidiaries






(35,511
)


(13,685
)


(35,511
)


84,707



Interest expense, net


(51,458
)


(34,651
)


31,956



(29,650
)


(18,600
)


(102,403
)Other (expense) income


(1,123
)






1,123











Intercompany interest allocation






34,651



(82,901
)


29,650



18,600



(Loss) income from continuing operations before income tax
    expense, minority interest in income of subsidiaries and income
    from equity investments


(618
)


(35,511
)


(5,391
)


(35,511
)


84,707



7,676Income tax (expense) benefit


(13,067
)






6,034











(7,033
)(Loss) income from continuing operations before minority
    interest in income of subsidiaries and income from equity
    investments


(13,685
)


(35,511
)


643



(35,511
)


84,707



643Minority interest in income of subsidiaries










(441
)










(441
)Income from equity investments










546











546Loss (income) from continuing operations


(13,685
)


(35,511
)


748



(35,511
)


84,707



748Loss from discontinued operations










(36,259
)










(36,259
)Net (loss) income

$
(13,685
)

$
(35,511
)

$
(35,511
)

$
(35,511
)

$
84,707


$
(35,511
)  21




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
 For the Six Months Ended November 30, 2006
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)OPERATING ACTIVITIES:Net (loss) income

$
(13,685
)

$
(35,511
)

$
(35,511
)

$
(35,511
)

$
84,707


$
(35,511
)Adjustments to reconcile net (loss) income to net cash provided
    by (used in) operating activities:Depreciation and amortization


33,242







38,803











72,045Stock-based compensation expense


2,479







2,725











5,204Excess tax benefit from stock-based compensation










(66
)










(66
)Minority interest in income of subsidiaries










441











441Income from equity investments










(546
)










(546
)Equity in undistributed (loss) earnings of subsidiaries






(35,511
)


(13,685
)


(35,511
)


84,707



Distribution received from equity investment










215











215Loss on disposition of assets


798







31,490











32,288Changes in assets and liabilities, net of effects of
    acquisitions and dispositions and other


30,612



71,052



(20,316
)


63,069



(149,058
)


(4,641
)NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES


53,446



30



3,550



(7,953
)


20,356



69,429INVESTING ACTIVITIES:Proceeds from disposition of assets, net of cash expenses






582



1











583Acquisition of minority interest, net










(2,500
)










(2,500
)Payments for purchase of wireless spectrum










(14,920
)










(14,920
)Capital expenditures


(21,020
)






(20,182
)










(41,202
)NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES


(21,020
)


582



(37,601
)










(58,039
)FINANCING ACTIVITIES:Repayment of debt










(889
)










(889
)Proceeds from the exercise of employee stock options














790







790Excess tax benefit from stock-based compensation










66











66Proceeds from issuance of common stock under employee stock
    purchase plan














461







461Cash received from (paid to) affiliates


(9,188
)


(612
)


23,454



6,702



(20,356
)


NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES


(9,188
)


(612
)


22,631



7,953



(20,356
)


428NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


23,238







(11,420
)










11,818CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


26,129







68,755











94,884CASH AND CASH EQUIVALENTS, END OF PERIOD

$
49,367


$



$
57,335


$



$



$
106,702  22




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  EXECUTIVE
    OVERVIEW
  Company
    Overview
      Form 10-K Form 10-Q. Form 10-K.
  Managements
    Summary
           23




---



##### Table of Contents




    Gross postpaid and prepaid wireless additions
    Net gain  wireless subscribers
    ARPU
    Roaming revenue
    Penetration  wireless
    Postpaid churn  wireless
    Average monthly minutes of use per wireless subscriber
    Data revenue per average wireless subscriber
    Fiber route miles  Puerto Rico broadband
    Switched access lines  Puerto Rico broadband
    Dedicated access line equivalents  Puerto Rico
    broadband
    On-net
    buildings  Puerto Rico broadband
    Capital expenditures         24




---



##### Table of Contents



e-mail,
        On-net on-net
    CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
   25




---



##### Table of Contents




    it requires us to make assumptions because information was not
    available at the time or it included matters that were highly
    uncertain at the time we were making the estimate, and
    changes in the estimate or different estimates that we could
    have selected may have had a material effect on our consolidated
    financial condition or consolidated results of operations.  Allowance
    for Doubtful Accounts
    Property,
    Plant and Equipment  Depreciation
    Valuation
    of Long-Lived Assets
    Goodwill
    and Wireless Licenses  Valuation of Goodwill and
    Indefinite-Lived Intangible Assets
  Goodwill and Other
    Intangible Assets Disclosures about Segments of an
    Enterprise and Related Information
 26




---



##### Table of Contents



Stock-Based
    Compensation
  Share-Based Payment
      Income
    Taxes
  Accounting for Income Taxes
       27




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Consolidated
    Operations
    Three Months Ended








Six Months EndedNovember 30,








November 30,2007


2006


$ Change


% Change


2007


2006


$ Change


% Change(In thousands, except per share data)Operating income

$
54,135


$
52,581


$
1,554



3
%

$
117,412


$
110,079


$
7,333



7
%Income from continuing operations


1,450



1,000



450



45
%


7,730



748



6,982




*Earnings per share from continuing operations:Basic


0.01



0.01



0.00




*


0.07



0.01



0.06




*Diluted


0.01



0.01



0.00




*


0.07



0.01



0.06




*     *
    
    Percentage not meaningful   28




---



##### Table of Contents



U.S.
    Wireless Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2007


2006


$ Change


% Change


2007


2006


$ Change


% Change(In thousands)Revenue:Service revenue

$
108,797


$
95,910


$
12,887



13
%

$
218,137


$
187,619


$
30,518



16
%Roaming revenue


14,233



16,993



(2,760
)


(16
)


32,185



36,315



(4,130
)


(11
)Equipment sales


9,777



8,611



1,166



14



20,089



18,001



2,088



12Total revenue


132,807



121,514



11,293



9



270,411



241,935



28,476



12Costs and expenses:Cost of services


25,702



26,541



(839
)


(3
)


54,069



52,873



1,196



2Cost of equipment sold


16,559



20,455



(3,896
)


(19
)


35,338



39,470



(4,132
)


(10
)Sales and marketing


15,674



13,572



2,102



15



30,638



26,792



3,846



14General and administrative


23,500



18,897



4,603



24



45,855



37,060



8,795



24Total costs and expenses


81,435



79,465



1,970



2



165,900



156,195



9,705



6Adjusted operating income(1)

$
51,372


$
42,049


$
9,323



22
%

$
104,511


$
85,740


$
18,771



22
%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    Condensed Consolidated Financial Statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure.  Revenue.
       29




---



##### Table of Contents



Costs and expenses.
        Puerto
    Rico Wireless Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2007


2006


$ Change


% Change


2007


2006


$ Change


% Change(In thousands)Revenue:Service revenue

$
76,281


$
73,613


$
2,668



4
%

$
153,185


$
146,711


$
6,474



4
%Roaming revenue


1,463



1,432



31



2



2,599



2,899



(300
)


(10
)Equipment sales


3,055



3,848



(793
)


(21
)


6,353



6,823



(470
)


(7
)Total revenue


80,799



78,893



1,906



2



162,137



156,433



5,704



4Costs and expenses:Cost of services


12,971



12,401



570



5



26,062



24,820



1,242



5Cost of equipment sold


13,459



11,902



1,557



13



26,137



21,522



4,615



21Sales and marketing


9,209



8,505



704



8



18,209



16,235



1,974



12General and administrative


17,965



17,836



129



1



35,841



33,994



1,847



5Total costs and expenses


53,604



50,644



2,960



6



106,249



96,571



9,678



10Adjusted operating income(1)

$
27,195


$
28,249


$
(1,054
)


(4
)%

$
55,888


$
59,862


$
(3,974
)


(7
)%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    Condensed Consolidated Financial Statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure. 30




---



##### Table of Contents



Revenue.
          Costs and expenses.
       31




---



##### Table of Contents



Puerto
    Rico Broadband Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2007


2006


$ Change


% Change


2007


2006


$ Change


% Change(In thousands)Revenue:Switched revenue

$
13,777


$
13,601


$
176



1
%

$
27,379


$
27,436


$
(57
)


0
%Dedicated revenue


17,527



15,353



2,174



14



33,801



29,805



3,996



13Other revenue


1,702



2,877



(1,175
)


(41
)


3,830



4,901



(1,071
)


(22
)Total revenue


33,006



31,831



1,175



4



65,010



62,142



2,868



5Costs and expenses:Cost of services


8,278



7,224



1,054



15



15,877



14,201



1,676



12Cost of equipment sold


244



54



190



*



309



103



206



*Sales and marketing


1,736



1,716



20



1



3,161



3,285



(124
)


(4
)General and administrative


5,332



4,900



432



9



10,042



9,767



275



3Total costs and expenses


15,590



13,894



1,696



12



29,389



27,356



2,033



7Adjusted operating income(1)

$
17,416


$
17,937


$
(521
)


(3
)%

$
35,621


$
34,786


$
835



2
%     *
    
    Percentage not meaningful(1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 9 to the unaudited
    condensed consolidated financial statements for a reconciliation
    of consolidated adjusted operating income to the appropriate
    GAAP measure.  Revenue.
        Costs and expenses.
 32




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Weighted
    Average Debt Outstanding and Interest Expense
  Three Months Ended





Six Months EndedNovember 30,





November 30,2007


2006


Change


2007


2006


Change(In millions)Weighted Average Debt Outstanding

$
2,020.26


$
2,138.26


$
(118.00
)

$
2,033.62


$
2,136.83


$
(103.21
)Weighted Average Gross Interest Rate(1)


9.7
%


9.9
%


(0.2
)%


9.7
%


9.8
%


(0.1
)%Weighted Average Gross Interest Rate(2)


9.2
%


9.4
%


(0.2
)%


9.3
%


9.3
%


Gross Interest Expense(1)

$
48.87


$
52.68


$
(3.81
)

$
98.61


$
104.43


$
(5.82
)Interest Income

$
1.06


$
0.99


$
0.07


$
2.22


$
2.03


$
0.19Net Interest Expense

$
47.81


$
51.69


$
(3.88
)

$
96.39


$
102.40


$
(6.01
)     (1)
    
    Including amortization of debt issuance costs of
    $2.3 million and $4.3 million for the three and six
    months ended November 30, 2007, respectively and
    $2.3 million and $4.6 million for the three and six
    months ended November 30, 2006, respectively.(2)
    
    Excluding amortization of debt issuance costs of
    $2.3 million and $4.3 million for the three and six
    months ended November 30, 2007, respectively and
    $2.3 million and $4.6 million for the three and six
    months ended November 30, 2006, respectively.      Senior
    Secured Credit Facility
     33




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##### Table of Contents



High-Yield
    Notes
    1 8
  1 8
    Derivative
    Financial Instruments
       34




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##### Table of Contents



Three Months Ended


% of Total Capital


Six Months Ended


% of Total CapitalNovember 30, 2007


Expenditures


November 30, 2007


Expenditures(Amounts in thousands)U.S. Wireless

$
11,767



46.3
%

$
18,818



41.4
%Puerto Rico Wireless


9,285



36.5



16,758



36.9Puerto Rico Broadband


4,374



17.2



9,846



21.7Total capital expenditures

$
25,426



100.0
%

$
45,422



100.0
%Capitalized phones in Puerto Rico (included above in Puerto Rico
    Wireless)

$
4,896






$
11,134Property, plant and equipment, net at November 30, 2007

$
575,316






$
575,316    35




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##### Table of Contents



ACQUISITIONS
    AND DISPOSITIONS
        COMMITMENTS
    AND CONTINGENCIES
   36




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##### Table of Contents



Less than


1-3


3-5


AfterContractual Obligations

Total


1 Year


Years


Years


5 YearsLong-term debt obligations (net of unamortized discount)

$
2,005,049


$



$
274,626


$
275,520


$
1,454,903Interest on long-term debt obligations(1)


879,904



157,368



327,029



272,814



122,693Operating lease obligations


248,718



30,696



53,181



37,347



127,494Capital lease obligations


190,123



6,090



12,803



13,430



157,800Purchase obligations


43,758



10,582



21,879



11,297



Total contractual cash obligations


3,367,552



204,736



689,518



610,408



1,862,890Sublessor agreements


(3,950
)


(1,293
)


(1,902
)


(745
)


(10
)Net

$
3,363,602


$
203,443


$
687,616


$
609,663


$
1,862,880     (1)
    
    Interest payments are based on the Companys projected
    interest rates and estimated principle amounts outstanding for
    the periods presented. 37




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##### Table of Contents



CAUTIONARY
    STATEMENT FOR PURPOSES OF THE SAFE HARBOR
  PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
    1995
      
    the effects of vigorous competition in our markets, which may
    make it difficult for us to attract and retain customers and to
    grow our customer base and revenue and which may increase churn,
    which could reduce our revenue and increase our costs;
    the fact that many of our competitors are larger than we are,
    have greater financial resources than we do, are less leveraged
    than we are, have more extensive coverage areas than we do, and
    may offer less expensive and more technologically advanced
    products and services than we do;
    changes and developments in technology, including our ability to
    upgrade our networks to remain competitive and our ability to
    anticipate and react to frequent and significant technological
    changes which may render certain technologies used by us
    obsolete;
    our substantial debt obligations, including restrictive
    covenants, which place limitations on how we conduct business;
    market prices for the products and services we offer may decline
    in the future;
    the effect of changes in the level of support provided to us by
    the Universal Service Fund;
    the effects of a decline in the market for our Code
    Division Multiple Access-based technology;
    the effects of consolidation in the telecommunications industry;
    general economic, business, political and social conditions in
    the areas in which we operate, including the effects of world
    events, terrorism, hurricanes, tornadoes, wind storms and other
    natural disasters;
    our access to the latest technology handsets in a timeframe and
    at a cost similar to our competitors;
    our ability to successfully deploy and deliver wireless data
    services to our customers, including next generation 3G and 4G
    technology;
    our ability to generate cash and the availability and cost of
    additional capital to fund our operations and our significant
    planned capital expenditures, including the need to refinance or
    amend existing indebtedness;
    our dependence on roaming agreements for a significant portion
    of our wireless revenue and the expected decline in roaming
    revenue over the long term;
    our dependence on roaming agreements for our ability to offer
    our wireless customers competitively priced regional and
    nationwide rate plans that include areas for which we do not own
    wireless licenses;
    our ability to attract and retain qualified personnel;
    the effects of governmental regulation of the telecommunications
    industry; 38




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##### Table of Contents




    our ability to acquire, and the cost of acquiring, additional
    spectrum in our markets to support growth and advanced
    technologies;
    the effects of network disruptions and system failures;
    our ability to manage, implement and monitor billing and
    operational support systems;
    the results of litigation filed or which may be filed against
    us, including litigation relating to wireless billing, using
    wireless telephones while operating an automobile or possible
    health effects of radio frequency transmission;
    the relative liquidity and corresponding volatility of our
    common stock and our ability to raise future equity
    capital; and
    the influence on us by our significant stockholder and
    anti-takeover provisions.  Form 10-K
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     39




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##### Table of Contents



Fiscal Year Ended November 30,2008


2009


2010


2011


2012


Thereafter


Total


Fair Value(In thousands)Long-term debt:Fixed rate

$



$



$
(374
)

$
153


$
367


$
1,107,439


$
1,107,585


$
1,135,710Average fixed Interest rate


0.0
%


10.0
%


10.0
%


10.0
%


10.0
%


9.5
%


9.5
%


Variable rate

$



$



$
275,000


$
275,000


$



$
350,000


$
900,000


$
907,000Average variable Interest rate(1)


3.2
%


4.0
%


4.4
%


4.7
%


5.0
%


5.0
%


4.7
%


Interest rate swap (pay fixed, receive variable):Notional amount

$
650,000


























$
(1,011
)Average pay rate


7.71
%Average receive rate


5.25
%Interest rate collar:Notional amount

$
300,000


























$
(1,048
)Cap (Highest)


5.50
%Floor (Lowest)


4.66
%     (1)
    
    Represents the average interest rate before applicable margin on
    the Senior Secured Credit Facility debt.    ITEM 4.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
   40




---



##### Table of Contents



PART II 
    OTHER INFORMATION
  ITEM 1.
    LEGAL
    PROCEEDINGS          ITEM 1A.
    RISK
    FACTORS  Form 10-K Form 10-K
 41




---



##### Table of Contents



ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS      Number of VotesDirectors

For


WithholdDarren C. Battistoni


97,781,049



1,583,368Anthony J. de Nicola


92,256,195



7,108,222Thomas E. McInerney


91,647,071



7,717,346James P. Pellow


97,519,051



1,845,366Raymond A. Ranelli


97,962,954



1,401,463Robert D. Reid


96,227,980



3,136,437Scott N. Schneider


97,084,785



2,279,632Michael J. Small


97,786,049



1,578,368J. Stephen Vanderwoude


97,858,956



1,505,461     For


Against


Abstain74,407,817



11,246,037



156,706     For


Against


Abstain99,190,806



27,437



146,173   ITEM 5.
    OTHER
    INFORMATION   42




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##### Table of Contents



ITEM 6.
    EXHIBITS    ExhibitNo.

Description31
.1

Certification of Michael J. Small, Chief Executive Officer,
    pursuant to Section 302 of the
    Sarbanes-Oxley
    Act of 2002.31
.2

Certification of Thomas J. Fitzpatrick, Chief Financial Officer,
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of Michael J. Small, Chief Executive Officer,
    pursuant to Section 906 of the
    Sarbanes-Oxley
    Act of 2002.32
.2

Certification of Thomas J. Fitzpatrick, Chief Financial Officer,
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  43




---



##### Table of Contents



SIGNATURES
        /s/  Thomas
    J. Fitzpatrick       /s/  Francis
    P. Hunt     44