##### 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, 2005oro

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


22Item 3.

Quantitative and
    Qualitative Disclosures about Market Risk


37Item 4.

Controls and
    Procedures


38Part II  Other
    InformationItem 1.

Legal
    Proceedings


39Item 2.

Unregistered Sales
    of Equity  Securities and Use of Proceeds


39Item 3.

Defaults Upon
    Senior Securities


39Item 4.

Submission of
    Matters to a Vote of Security Holders


39Item 5.

Other
    Information


40Item 6.

Exhibits


40EX-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
 (Dollar amounts in thousands, except share data)
  November 30,


May 31,2005


2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
183,636


$
132,820Accounts receivable, less allowance
    for doubtful accounts of $6,382 and $6,874, respectively


110,319



103,309Inventory  phones
    and accessories, net


23,507



24,713Prepaid expenses and other current
    assets


32,169



32,530Total Current Assets


349,631



293,372Property, plant and equipment, net


626,688



618,947Equity investments in wireless
    systems, net


2,930



2,500Debt issuance costs, less
    accumulated amortization of $17,695 and $14,418, respectively


41,195



44,471U.S. wireless licenses


383,858



383,858Caribbean wireless licenses, net


68,992



69,492Goodwill


26,704



26,704Transmission and connecting rights,
    net


709



752Cable facility, net


3,850



3,970Other assets, net


6,759



2,674TOTAL ASSETS

$
1,511,316


$
1,446,740LIABILITIES AND
    STOCKHOLDERS DEFICITCURRENT LIABILITIES:Current portion of long-term debt

$
39,260


$
5,738Accounts payable


35,448



36,653Accrued expenses and other current
    liabilities


205,834



192,503Payable to affiliates


125



125Total Current Liabilities


280,667



235,019Long-term debt


1,580,862



1,613,371Deferred federal income taxes


123,364



99,719Other liabilities


14,401



14,612Minority interest in subsidiaries


2,890



2,451Commitments and contingencies (see
    Note 7)STOCKHOLDERS DEFICIT:Preferred stock, $0.01 par
    value per share, 10,000,000 authorized, no shares issued or
    outstanding






Common stock $0.01 par value
    per share, 240,000,000 shares authorized; issued
    104,641,273 and 104,097,923 shares, respectively; and
    outstanding 104,570,770 and 104,027,420 shares, respectively


1,046



1,041Additional paid-in capital


483,092



480,276Accumulated deficit


(974,975
)


(997,893
)Accumulated other comprehensive
    income (loss)


1,046



(779
)(489,791
)


(517,355
)Less: cost of 70,503 common shares
    in treasury


(1,077
)


(1,077
)Total Stockholders Deficit


(490,868
)


(518,432
)TOTAL LIABILITIES AND
    STOCKHOLDERS DEFICIT

$
1,511,316


$
1,446,740    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 30,2005


2004


2005


2004Revenue:Service revenue

$
226,490


$
206,697


$
454,713


$
417,053Equipment sales


9,090



7,412



18,110



13,838235,580



214,109



472,823



430,891Costs and Expenses:Cost of services (exclusive of
    depreciation and amortization shown below)


50,483



40,594



99,663



82,084Cost of equipment sold


26,709



22,915



51,891



44,241Sales and marketing


26,484



22,003



52,034



46,627General and administrative


40,689



38,843



83,837



76,584Depreciation and amortization


32,019



29,607



64,770



58,765Loss (gain) on disposition of assets


473



(15,364
)


388



(14,932
)176,857



138,598



352,583



293,369Operating income


58,723



75,511



120,240



137,522Interest expense, net


(34,485
)


(36,938
)


(68,480
)


(73,417
)Other expense


(839
)


(1,204
)


(845
)


(2,082
)Income from continuing operations
    before income tax expense, minority interest in income of
    subsidiaries and income from equity investments


23,399



37,369



50,915



62,023Income tax expense


(15,266
)


(18,709
)


(28,068
)


(32,819
)Income from continuing operations
    before minority interest in income of subsidiaries and income
    from equity investments


8,133



18,660



22,847



29,204Minority interest in income of
    subsidiaries


(227
)


(225
)


(439
)


(451
)Income from equity investments


337



145



445



290Income from continuing operations


8,243



18,580



22,853



29,043Discontinued operations:Income






3,912







1,487Gain on disposition










100



Tax expense






(1,148
)


(35
)


(719
)Net income from discontinued
    operations






2,764



65



768Net income

$
8,243


$
21,344


$
22,918


$
29,811Earnings per share:BasicEarnings per share from continuing
    operations

$
0.08


$
0.18


$
0.22


$
0.28Earnings per share from
    discontinued operations






0.03



0.00



0.01Net income per share

$
0.08


$
0.21


$
0.22


$
0.29DilutedEarnings per share from continuing
    operations

$
0.08


$
0.18


$
0.21


$
0.28Earnings per share from
    discontinued operations






0.02



0.00



0.01Net income per share

$
0.08


$
0.20


$
0.21


$
0.29Weighted-average number of shares
    outstanding:Basic


104,435



103,314



104,271



103,263Diluted


107,083



104,366



106,979



104,313    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 30,2005


2004OPERATING ACTIVITIES:Net income

$
22,918


$
29,811Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization


64,770



64,570Minority interest in income of
    subsidiaries


439



451Income from equity investments


(445
)


(290
)Distributions received from equity
    investments


15



650Loss (gain) on disposition of assets


288



(14,446
)Changes in assets and liabilities


28,996



17,872Total adjustments


94,063



68,807Net cash provided by operating
    activities


116,981



98,618INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses


9



84Capital expenditures


(65,736
)


(68,427
)Proceeds from sale of wireless
    spectrum






24,000Payments for purchase of wireless
    spectrum






(19,495
)Net cash used in investing
    activities


(65,727
)


(63,838
)FINANCING ACTIVITIES:Repayment of debt


(3,259
)


(3,536
)Proceeds from the exercise of stock
    options


2,437



499Proceeds from issuance of common
    stock under employee stock purchase plan


384



425Net cash used in financing
    activities


(438
)


(2,612
)Net increase in cash and cash
    equivalents


50,816



32,168Cash and cash equivalents,
    beginning of period


132,820



112,104Cash and cash equivalents, end of
    period

$
183,636


$
144,272SUPPLEMENTAL CASH FLOW DISCLOSURE:Cash paid during the period for:Interest

$
66,600


$
69,827Income taxes

$
3,837


$
3,607NON-CASH TRANSACTION:Fixed assets acquired under capital
    leases

$
3,705


$
3,115    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/A, 10-Q/A, Form 10-K/A Form 10-K/A.
  Income
    Taxes:
       5




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock-Based
    Compensation:
        Three Months Ended


Six Months EndedNovember 30,


November 30,2005


2004


2005


2004Net income as reported

$
8,243


$
21,344


$
22,918


$
29,811Deduct: total stock-based
    compensation expense determined under fair-value based method
    for all awards, net of related tax effects


(1,610
)


(810
)


(3,104
)


(1,573
)Pro forma net income

$
6,633


$
20,534


$
19,814


$
28,238Earnings per share:Basic:As reported

$
0.08


$
0.21


$
0.22


$
0.29Pro forma

$
0.06


$
0.20


$
0.19


$
0.27Diluted:As reported

$
0.08


$
0.20


$
0.21


$
0.29Pro forma

$
0.06


$
0.20


$
0.19


$
0.27     Three Months Ended


Six Months EndedNovember 30,


November 30,2005


2004


2005


2004Expected volatility


74.3
%


120.8
%


77.3
%


121.2
%Risk-free interest rate


4.9
%


3.9
%


4.4
%


3.5
%Expected lives of option grants


4 years



4 years



4 years



4 yearsExpected dividend yield


0.00
%


0.00
%


0.00
%


0.00
%   Reclassification:
   6




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 2.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS    As of


As ofNovember 30, 2005


May 31, 2005U.S. wireless licenses

$
383,858


$
383,858Caribbean wireless
    licenses  Puerto Rico(1)


54,159



54,159Total

$
438,017


$
438,017     (1)
    
    Included in Caribbean wireless licenses on the consolidated
    balance sheet which also includes finite lived wireless assets
    for the Dominican Republic (see table below).        As of November 30,
    2005


As of May 31,
    2005Gross





GrossUseful


Carrying


Accumulated


Carrying


AccumulatedLife


Amount


Amortization


Amount


AmortizationCaribbean wireless
    licenses  Dominican Republic


20 years


$
20,000


$
5,167


$
20,000


$
4,667Transmission and connecting rights


25 years



2,192



1,483



2,192



1,440Cable facility


25 years



6,000



2,150



6,000



2,030Total





$
28,192


$
8,800


$
28,192


$
8,137    7




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Goodwill
    NOTE 3.
    DEBT    As of November 30,


As of May 31,2005


2005Senior Secured Credit
    Facility  Term Loans

$
589,500


$
592,50081/8% Senior
    Unsecured Notes due 2014 (The 2014 Senior Notes)


325,000



325,000101/8% Senior
    Unsecured Notes due 2013 (The 2013 Senior Notes)


500,000



500,000103/4% Senior
    Subordinated Notes due 2008 (The 2008 Senior Subordinated
    Notes)


145,000



145,000Capital Lease Obligations


47,852



43,693Financing
    Obligation  Tower Sale


12,770



12,916Total Long-Term Debt


1,620,122



1,619,109Current Portion of Long-Term Debt


(39,260
)


(5,738
)Net Long-Term Debt

$
1,580,862


$
1,613,371          8




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     November 30, 2006

$
39,260November 30, 2007


(175
)November 30, 2008


31November 30, 2009


145,228November 30, 2010


268,320November 30, 2011 and
    thereafter


1,167,458$
1,620,122     NOTE 4.
    DISCONTINUED
    OPERATIONS      Six MonthsThree Months Ended


EndedNovember 30,


November 30,2005


2004


2005


2004Revenue

$



$
13,543


$



$
26,321Income from discontinued operations






3,912







1,487Gain on disposition










100



Income tax expense






(1,148
)


(35
)


(719
)Net income from discontinued
    operations

$



$
2,764


$
65


$
768   NOTE 5.
    RECENT
    ACCOUNTING PRONOUNCEMENTS     9




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   fair-value-based
    NOTE 6.
    ACQUISITIONS
    AND DISPOSITIONS    NOTE 7.
    COMMITMENTS
    AND CONTINGENCIES  Legal
    Proceedings:
       10




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Guarantees:
    Lease
    Commitments:
    Other
    Commitments and Contingencies:
       11




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##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 8.
    SEGMENT
    INFORMATION   12




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Six Months EndedThree Months Ended
    November 30,


November 30,2005


2004


2005


2004U.S. WIRELESSService revenue

$
83,157


$
79,935


$
164,060


$
165,853Roaming revenue


21,465



13,044



42,690



26,352Equipment sales


6,335



4,983



12,033



8,824Total revenue


110,957



97,962



218,783



201,029Adjusted operating income


40,188



41,517



80,841



89,470Total assets


1,896,951



2,033,668



1,896,951



2,033,668Capital expenditures


16,073



16,181



25,624



25,532CARIBBEAN WIRELESSService revenue

$
89,074


$
82,798


$
181,206


$
162,760Roaming revenue


343



542



689



1,000Equipment sales


2,755



2,429



6,077



5,014Total revenue


92,172



85,769



187,972



168,774Adjusted operating income


34,228



33,943



71,061



66,181Total assets


505,242



519,442



505,242



519,442Capital expenditures


18,704



12,866



29,011



25,805CARIBBEAN BROADBANDSwitched revenue

$
12,709


$
11,767


$
25,424


$
23,146Dedicated revenue


14,307



13,357



28,589



25,891Wholesale termination revenue


5,533



5,587



12,109



13,155Other revenue


2,871



2,411



5,967



4,439Total revenue


35,420



33,122



72,089



66,631Adjusted operating income


16,799



14,294



33,496



25,704Total assets


699,369



817,473



699,369



817,473Capital expenditures


4,294



7,790



11,101



12,946ELIMINATIONSTotal revenue(1)

$
(2,969
)

$
(2,744
)

$
(6,021
)

$
(5,543
)Total assets(2)


(1,590,246
)


(1,763,079
)


(1,590,246
)


(1,763,079
)CONSOLIDATEDTotal revenue

$
235,580


$
214,109


$
472,823


$
430,891Adjusted operating income


91,215



89,754



185,398



181,355Total assets


1,511,316



1,607,504



1,511,316



1,607,504Capital expenditures


39,071



36,837



65,736



64,283     (1)
    
    Elimination of intercompany revenue, primarily from Caribbean
    broadband to Caribbean wireless.(2)
    
    Elimination of intercompany investments. 13




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##### Table of Contents



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


Six Months EndedNovember 30,


November 30,2005


2004


2005


2004Adjusted operating income

$
91,215


$
89,754


$
185,398


$
181,355Less: depreciation and amortization


(32,019
)


(29,607
)


(64,770
)


(58,765
)(Loss) gain on disposition of
    assets


(473
)


15,364



(388
)


14,932Operating income


58,723



75,511



120,240



137,522Income from equity investments


337



145



445



290Interest expense, net


(34,485
)


(36,938
)


(68,480
)


(73,417
)Other expense


(839
)


(1,204
)


(845
)


(2,082
)Income tax expense


(15,266
)


(18,709
)


(28,068
)


(32,819
)Minority interest in income of
    subsidiaries


(227
)


(225
)


(439
)


(451
)Income from discontinued operations






2,764



65



768Net income

$
8,243


$
21,344


$
22,918


$
29,811   NOTE 9.
    CONDENSED
    CONSOLIDATING FINANCIAL DATA  co-issuers
 14




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of November 30, 2005
  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

$
110,323


$



$
73,313


$



$



$
183,636Accounts receivable, net


42,577







67,742











110,319Inventory  phones
    and accessories, net


10,998







12,509











23,507Prepaid expenses and other current
    assets


6,237







25,932











32,169Total current assets


170,135







179,496











349,631Property, plant &
    equipment, net


233,692







392,996











626,688Equity investments in wireless
    systems, net










2,930











2,930Debt issuance costs


19,936







21,259











41,195U.S. wireless licenses










383,858











383,858Caribbean wireless licenses, net










68,992











68,992Goodwill


4,186







22,518











26,704Intercompany






(139,366
)






259,866



(120,500
)


Investment in subsidiaries






1,133,489



513,197



(751,780
)


(894,906
)


Other assets, net


5,771







5,547











11,318Total

$
433,720


$
994,123


$
1,590,793


$
(491,914
)

$
(1,015,406
)

$
1,511,316LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Current portion of long-term debt

$
(48
)

$
39,258


$
50


$



$



$
39,260Accounts payable


13,808







21,640











35,448Accrued expenses and other current
    liabilities


593,253







395,115







(782,534
)


205,834Payable to affiliates










125











125Total current liabilities


607,013



39,258



416,930







(782,534
)


280,667Long-term debt


830,655



744,167



6,040











1,580,862Deferred federal income taxes


6,865







116,499











123,364Other liabilities


1,889







12,512











14,401Intercompany


17,290



920,500



920,500







(1,858,290
)


Minority interest in subsidiaries










2,890











2,890Stockholders (deficit) equity:Common stock














1,046







1,046Additional paid-in capital


(818,497
)






818,497



483,092







483,092Accumulated deficit


(212,541
)


(709,802
)


(703,075
)


(974,975
)


1,625,418



(974,975
)Accumulated other comprehensive
    income


1,046



















1,046(1,029,992
)


(709,802
)


115,422



(490,837
)


1,625,418



(489,791
)Less: treasury shares














(1,077
)






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


(1,029,992
)


(709,802
)


115,422



(491,914
)


1,625,418



(490,868
)Total

$
433,720


$
994,123


$
1,590,793


$
(491,914
)

$
(1,015,406
)

$
1,511,316  15




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Six Months Ended November 30, 2005
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
200,720


$



$
274,583


$



$
(2,480
)

$
472,823Costs and expenses:Cost of services


34,591







67,028







(1,956
)


99,663Cost of equipment sold


13,934







37,957











51,891Sales and marketing


17,875







34,159











52,034General and administrative


42,660







41,701







(524
)


83,837Depreciation and amortization


30,228







34,542











64,770Loss (gain) on disposition of assets


565







(177
)










388139,853







215,210







(2,480
)


352,583Operating income


60,867







59,373











120,240Income (loss) from investments in
    subsidiaries






22,918



(1,943
)


22,918



(43,893
)


Interest expense, net


(51,871
)


(68,480
)


51,871











(68,480
)Other expenses


(836
)






(9
)










(845
)Intercompany interest allocation






68,480



(68,480
)










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


8,160



22,918



40,812



22,918



(43,893
)


50,915Income tax expense


(10,103
)






(17,965
)










(28,068
)(Loss) income from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


(1,943
)


22,918



22,847



22,918



(43,893
)


22,847Minority interest in income of
    subsidiaries










(439
)










(439
)Income from equity investments










445











445(Loss) income from continuing
    operations


(1,943
)


22,918



22,853



22,918



(43,893
)


22,853Income from discontinued operations










65











65Net (loss) income

$
(1,943
)

$
22,918


$
22,918


$
22,918


$
(43,893
)

$
22,918  16




---



##### 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, 2005
  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

$
(1,943
)

$
22,918


$
22,918


$
22,918


$
(43,893
)

$
22,918Adjustments to reconcile net (loss)
    income to net cash provided by (used in) operating activities:Depreciation and amortization


30,228







34,542











64,770Minority interest in loss of
    subsidiaries










439











439Income from equity investments










(445
)










(445
)Equity in undistributed earnings of
    subsidiaries






(22,918
)


1,943



(22,918
)


43,893



Distributions received from equity
    investments










15











15Loss (gain) on disposition of assets


565







(277
)










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


39,487



(165,102
)


150,995



25,734



(22,118
)


28,996Total adjustments


70,280



(188,020
)


187,212



2,816



21,775



94,063NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES


68,337



(165,102
)


210,130



25,734



(22,118
)


116,981INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses










9











9Capital expenditures


(34,659
)






(31,077
)










(65,736
)NET CASH (USED IN) PROVIDED BY
    INVESTING ACTIVITIES


(34,659
)






(31,068
)










(65,727
)FINANCING ACTIVITIES:Repayment of debt






(3,000
)


(259
)










(3,259
)Proceeds from the exercise of
    employee stock options














2,437







2,437Proceeds from issuance of common
    stock under employee stock purchase plan














384







384Cash (paid to) received from
    affiliates


13,774



168,102



(175,439
)


(28,555
)


22,118



NET CASH (USED IN) PROVIDED BY
    FINANCING ACTIVITIES


13,774



165,102



(175,698
)


(25,734
)


22,118



(438
)NET INCREASE IN CASH AND CASH
    EQUIVALENTS


47,452







3,364











50,816CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


62,871







69,949











132,820CASH AND CASH EQUIVALENTS, END OF
    PERIOD

$
110,323


$



$
73,313


$



$



$
183,636  17




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING BALANCE SHEET FINANCIAL DATA
    As of May 31, 2005
  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

$
62,871


$



$
69,949


$



$



$
132,820Accounts receivable, net


49,233







54,076











103,309Inventory  phones
    and accessories, net


15,757







8,956











24,713Prepaid expenses and other current
    assets


5,291







27,239











32,530Total current assets


133,152







160,220











293,372Property, plant &
    equipment, net


232,830







386,117











618,947Equity investments in wireless
    systems, net










2,500











2,500Debt issuance costs


21,390







23,081











44,471U.S. wireless licenses










383,858











383,858Caribbean wireless licenses, net










69,492











69,492Goodwill


4,186







22,518











26,704Intercompany






31,368







270,604



(301,972
)


Investment in subsidiaries






945,859



653,009



(751,780
)


(847,088
)


Other assets, net


6,075







1,321











7,396Total

$
397,633


$
977,227


$
1,702,116


$
(481,176
)

$
(1,149,060
)

$
1,446,740LIABILITIES AND
    STOCKHOLDERS (DEFICIT) EQUITYCurrent liabilities:Current portion of long-term debt


16



5,727



(5
)










5,738Accounts payable


21,398







15,255











36,653Accrued expenses and other current
    liabilities


568,471







378,677







(754,645
)


192,503Payable to affiliates










125











125Total current liabilities


589,885



5,727



394,052







(754,645
)


235,019Long-term debt


829,329



783,720



322











1,613,371Deferred federal income taxes










99,719











99,719Other liabilities


4,904







9,708











14,612Intercompany


(5,202
)


920,500



1,101,971







(2,017,269
)


Minority interest in subsidiaries










2,451











2,451Stockholders (deficit) equity:Common stock














1,041







1,041Additional paid-in capital


(819,886
)






819,886



480,276







480,276Accumulated deficit


(200,618
)


(732,720
)


(725,993
)


(961,416
)


1,622,854



(997,893
)Accumulated other comprehensive loss


(779
)


















(779
)(1,021,283
)


(732,720
)


93,893



(480,099
)


1,622,854



(517,355
)Less: treasury shares














(1,077
)






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


(1,021,283
)


(732,720
)


93,893



(481,176
)


1,622,854



(518,432
)Total

$
397,633


$
977,227


$
1,702,116


$
(481,176
)

$
(1,149,060
)

$
1,446,740  18




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONDENSED
    CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
    For the Six Months Ended November 30, 2004
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


Subsidiaries(Amounts in thousands)Revenue

$
187,491


$



$
249,191


$



$
(5,791
)

$
430,891Costs and expenses:Cost of services


26,751







59,415







(4,082
)


82,084Cost of equipment sold


14,520







29,721











44,241Sales and marketing


18,192







28,435











46,627General and administrative


38,169







40,124







(1,709
)


76,584Depreciation and amortization


33,536







25,229











58,765Loss (gain) on disposition of assets


896







(15,828
)










(14,932
)132,064







167,096







(5,791
)


293,369Operating income


55,427







82,095











137,522Income (loss) from investments in
    subsidiaries






29,811



5,184



29,811



(64,806
)


Interest expense, net


(49,133
)


(9,328
)


(14,956
)










(73,417
)Other expenses


(809
)






(1,273
)










(2,082
)Intercompany interest allocation






9,328



(9,328
)










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


5,485



29,811



61,722



29,811



(64,806
)


62,023Income tax expense


(301
)






(32,518
)










(32,819
)Income (loss) from continuing
    operations before minority interest in income of subsidiaries
    and income from equity investments


5,184



29,811



29,204



29,811



(64,806
)


29,204Minority interest in income of
    subsidiaries










(451
)










(451
)Income from equity investments










290











290Income (loss) from continuing
    operations


5,184



29,811



29,043



29,811



(64,806
)


29,043Income from discontinued operations










768











768Net income (loss)

$
5,184


$
29,811


$
29,811


$
29,811


$
(64,806
)

$
29,811  19




---



##### 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, 2004
  Centennial


Centennial











CentennialPuerto Rico


Cellular





Centennial





CommunicationsOperations


Operating


Non-


Communications





Corp. andCorp.


Co. LLC


Guarantors


Corp.


Eliminations


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

$
5,184


$
29,811


$
29,811


$
29,811


$
(64,806
)

$
29,811Adjustments to reconcile net income
    (loss) to net cash provided by (used in) operating activities:Depreciation and amortization


33,536







31,034











64,570Minority interest in loss of
    subsidiaries










451











451Income from equity investments










(290
)










(290
)Equity in undistributed earnings of
    subsidiaries






(29,811
)


(5,184
)


(29,811
)


64,806



Loss (gain) on disposition of assets


896







(15,342
)










(14,446
)Changes in assets and liabilities,
    net of effects of acquisitions and dispositions and other


15,865



(17,659
)


702,576



(142,527
)


(540,385
)


17,870Total adjustments


50,297



(47,470
)


713,245



(172,338
)


(475,579
)


68,155NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES


55,481



(17,659
)


743,056



(142,527
)


(540,385
)


97,966INVESTING ACTIVITIES:Proceeds from disposition of
    assets, net of cash expenses










84











84Capital expenditures


(33,109
)






(35,316
)










(68,425
)Proceeds from sale of wireless
    spectrum










24,000











24,000Payments for purchase of wireless
    spectrum










(19,495
)










(19,495
)Distribution received from equity
    investment










650











650NET CASH USED IN INVESTING
    ACTIVITIES


(33,109
)






(30,077
)










(63,186
)FINANCING ACTIVITIES:Repayment of debt


(43
)


(3,230
)


(263
)










(3,536
)Proceeds from the exercise of
    employee stock options














499







499Proceeds from issuance of common
    stock under employee stock purchase plan














425







425Cash (paid to) received from
    affiliates


(5,464
)


20,889



(697,413
)


141,603



540,385



NET CASH PROVIDED BY (USED IN)
    FINANCING ACTIVITIES


(5,507
)


17,659



(697,676
)


142,527



540,385



(2,612
)NET INCREASE IN CASH AND CASH
    EQUIVALENTS


16,865







15,303











32,168CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


42,484







69,620











112,104CASH AND CASH EQUIVALENTS, END OF
    PERIOD

$
59,349


$



$
84,923


$



$



$
144,272  20




---



##### Table of Contents



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 10.
    SUBSEQUENT
    EVENTS     21




---



##### Table of Contents



ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  EXECUTIVE
    OVERVIEW
  Company
    Overview
      Form 10-K/A Form 10-Q. Form 10-Q/A, Form 10-K/A Form 10-K/A. Form 10-K/A.
  Managements
    Summary
         22




---



##### Table of Contents




    Gross postpaid and prepaid wireless additions
    Net gain (loss)  wireless subscribers
    Revenue per average wireless customer (including roaming
    revenue), or ARPU
    Roaming revenue
    Penetration  total wireless
    Postpaid churn  wireless
    Prepaid churn  Caribbean wireless
    Average monthly minutes of use per wireless customer
    Fiber route miles  Caribbean broadband
    Switched access lines  Caribbean broadband
    Dedicated access line equivalents  Caribbean
    broadband
    On-net buildings  Caribbean broadband
    Capital expenditures     23




---



##### Table of Contents



24




---



##### Table of Contents



CRITICAL
    ACCOUNTING ESTIMATES
      
    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
   25




---



##### Table of Contents



Goodwill
    and Wireless Licenses  Valuation of Goodwill and
    Indefinite-Lived Intangible Assets
    RESULTS
    OF OPERATIONS
       26




---



##### Table of Contents



Consolidated
    Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2005


2004


$ Change


% Change


2005


2004


$ Change


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

$
58,723


$
75,511


$
(16,788
)


(22
)%

$
120,240


$
137,522


$
(17,282
)


(13
)%Income from continuing operations


8,243



18,580



(10,337
)


(56
)%


22,853



29,043



(6,190
)


(21
)%Earnings per share from continuing
    operations:Basic


0.08



0.18



(0.10
)


(56
)%


0.22



0.28



(0.06
)


(21
)%Diluted


0.08



0.18



(0.10
)


(56
)%


0.21



0.28



(0.07
)


(25
)%   U.S. Wireless
    Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2005


2004


$ Change


% Change


2005


2004


$ Change


% Change(In thousands)Revenue:Service revenue

$
83,157


$
79,935


$
3,222



4
%

$
164,060


$
165,853


$
(1,793
)


(1
)%Roaming revenue


21,465



13,044



8,421



65



42,690



26,352



16,338



62Equipment sales


6,335



4,983



1,352



27



12,033



8,824



3,209



36Total revenue


110,957



97,962



12,995



13



218,783



201,029



17,754



9Costs and expenses:Cost of services


24,766



18,267



6,499



36



47,650



35,059



12,591



36Cost of equipment sold


13,691



11,775



1,916



16



28,273



23,198



5,075



22Sales and marketing


15,386



10,715



4,671



44



27,991



23,322



4,669



20General and administrative


16,926



15,688



1,238



8



34,028



29,980



4,048



14Total costs and expenses


70,769



56,445



14,324



25



137,942



111,559



26,383



24Adjusted operating income(1)

$
40,188


$
41,517


$
(1,329
)


(3
)%

$
80,841


$
89,470


$
(8,629
)


(10
)%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 8 to the condensed
    consolidated financial statements for a reconciliation of
    consolidated adjusted operating income to the appropriate GAAP
    measure.  Revenue.
     27




---



##### Table of Contents



Costs and expenses.
         28




---



##### Table of Contents



Caribbean
    Wireless Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2005


2004


$ Change


% Change


2005


2004


$ Change


% Change(In thousands)Revenue:Service revenue

$
89,074


$
82,798


$
6,276



8
%

$
181,206


$
162,760


$
18,446



11
%Roaming revenue


343



542



(199
)


(37
)


689



1,000



(311
)


(31
)Equipment sales


2,755



2,429



326



13



6,077



5,014



1,063



21Total revenue


92,172



85,769



6,403



7



187,972



168,774



19,198



11Costs and expenses:Cost of services


16,201



13,509



2,692



20



32,331



26,195



6,136



23Cost of equipment sold


12,858



10,810



2,048



19



23,317



20,495



2,822



14Sales and marketing


9,339



9,528



(189
)


(2
)


20,511



19,773



738



4General and administrative


19,546



17,979



1,567



9



40,752



36,130



4,622



13Total costs and expenses


57,944



51,826



6,118



12



116,911



102,593



14,318



14Adjusted operating income(1)

$
34,228


$
33,943


$
285



1
%

$
71,061


$
66,181


$
4,880



7
%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 8 to the 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.
         30




---



##### Table of Contents



Caribbean
    Broadband Operations
  Three Months Ended








Six Months EndedNovember 30,








November 30,2005


2004


$ Change


% Change


2005


2004


$ Change


% Change(In thousands)Revenue:Switched revenue

$
12,709


$
11,767


$
942



8
%

$
25,424


$
23,146


$
2,278



10
%Dedicated revenue


14,307



13,357



950



7



28,589



25,891



2,698



10Wholesale termination revenue


5,533



5,587



(54
)


(1
)


12,109



13,155



(1,046
)


(8
)Other revenue


2,871



2,411



460



19



5,967



4,439



1,528



34Total revenue


35,420



33,122



2,298



7



72,089



66,631



5,458



8Costs and expenses:Cost of services


12,328



11,415



913



8



25,393



26,082



(689
)


(3
)Cost of equipment sold


160



330



(170
)


(52
)


301



548



(247
)


(45
)Sales and marketing


1,759



1,760



(1
)






3,532



3,532







General and administrative


4,374



5,323



(949
)


(18
)


9,367



10,765



(1,398
)


(13
)Total costs and expenses


18,621



18,828



(207
)


(1
)


38,593



40,927



(2,334
)


(6
)Adjusted operating income(1)

$
16,799


$
14,294


$
2,505



18
%

$
33,496


$
25,704


$
7,792



30
%     (1)
    
    Adjusted operating income represents the profitability measure
    of the segment  see Note 8 to the condensed
    consolidated financial statements for a reconciliation of
    consolidated adjusted operating income to the appropriate GAAP
    measure.  Revenue.
          Costs and expenses.
 31




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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 30,2005


2004


Change


2005


2004


Change(In millions)Weighted Average Debt Outstanding

$
1,618.6


$
1,767.8


$
(149.2
)

$
1,618.7


$
1,768.2


$
(149.5
)Weighted Average Gross Interest
    Rate(1)


8.8
%


8.4
%


0.4
%


8.7
%


8.4
%


0.3
%Weighted Average Gross Interest
    Rate(2)


8.4
%


8.0
%


0.4
%


8.3
%


8.0
%


0.3
%Gross Interest Expense(1)

$
35.800


$
37.336


$
(1.536
)

$
70.654


$
74.037


$
(3.383
)Interest Income

$
1.315


$
0.398


$
0.917


$
2.174


$
0.620


$
1.554Net Interest Expense

$
34.485


$
36.938


$
(2.453
)

$
68.480


$
73.417


$
(4.937
)     (1)
    
    Including amortization of debt issuance costs(2)
    
    Excluding amortization of debt issuance costs     32




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##### Table of Contents



1 8
  3 4
           33




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##### Table of Contents



ACQUISITIONS
    AND DISPOSITIONS
      COMMITMENTS
    AND CONTINGENCIES
   34




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##### Table of Contents



Less ThanContractual
    Obligations

Total


1 Year


1  3 Years


4  5 Years


After 5 YearsLong-term debt obligations

$
1,620,122


$
39,260


$
(144
)

$
413,548


$
1,167,458Operating leases obligations


192,772



18,625



33,390



26,983



113,774Purchase obligations


63,793



9,596



21,021



21,879



11,297Total contractual cash obligations


1,876,687



67,481



54,267



462,410



1,292,529Sublessor agreements(1)


(3,162
)


(1,073
)


(1,446
)


(566
)


(77
)Net

$
1,873,525


$
66,408


$
52,821


$
461,844


$
1,292,452     (1)
    Represents our commitments associated with our sublessor
    agreements as of May 31, 2005. 35




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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;
    our ability to attract subscribers in our newly launched markets
    in Grand Rapids and Lansing, Michigan;
    market prices for the products and services we offer may
    continue to decline in the future;
    the effect of changes in the level of support provided to us by
    the Universal Service Fund;
    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;
    the effect on our business of wireless local number portability,
    which allows customers to keep their wireless phone numbers when
    switching between service providers;
    our ability to successfully deploy and deliver wireless data
    services to our customers, including next generation 3G
    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; 36




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##### Table of Contents




    the effects of governmental regulation of the telecommunications
    industry;
    fluctuations in currency values related to our Dominican
    Republic operations;
    our ability to acquire, and the cost of acquiring, additional
    spectrum in our markets to support growth and advanced
    technologies;
    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 control of us retained by some of our stockholders and
    anti-takeover provisions.  Form 10-K/A
  ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     37




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##### Table of Contents



Fiscal Year Ended
    November 30,2006


2007


2008


2009


2010


Thereafter


Total


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

$
(240
)

$
(175
)

$
31


$
145,228


$
320


$
885,458


$
1,030,622


$
1,113,022Average fixed Interest rate


10.5
%


10.0
%


10.0
%


10.8
%


10.0
%


9.4
%


9.6
%


Variable rate

$
39,500


$



$



$



$
268,000



282,000


$
589,500


$
589,500Average variable Interest rate(1)


4.9
%


4.9
%


5.1
%


5.2
%


5.3
%


5.4
%


5.3
%


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

$
250,000


$
250,000






















$
(2,228
)Average pay rate


6.29
%


6.29
%Average receive rate


7.13
%


7.18
%     (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)
   38




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##### Table of Contents



PART II  OTHER
    INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS        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


WithholdAnthony J. de Nicola


93,671,784



7,039,046James R. Matthews


96,419,406



4,291,424Thomas E. McInerney


95,808,228



4,902,602James P. Pellow


99,697,175



1,013,655Raymond A. Ranelli


99,697,200



1,013,630Robert D. Reid


99,919,212



791,618Scott N. Schneider


98,471,168



2,239,662Michael J. Small


96,174,988



4,535,842J. Stephen Vanderwoude


99,697,200



1,013,630  39




---



##### Table of Contents



For

Against

Abstain100,654,933

49,707

6,190   ITEM 5.
    OTHER
    INFORMATION    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.  40




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##### Table of Contents



SIGNATURES
        Thomas
    J. Fitzpatrick
    
    Francis
    P. Hunt
       41