KNOLOGY BROADBAND INC
10-Q, 2000-08-11
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                        COMMISSION FILE NUMBER: 333-43339

                             KNOLOGY BROADBAND, INC.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                                 58-2203141
        (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                  Identification No.)

            KNOLOGY BROADBAND, INC.
            1241 O.G. SKINNER DRIVE
              WEST POINT, GEORGIA                              31833
   (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (706) 645-8553

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             YES [X]* NO [ ]

         The aggregate market value of the voting stock held by non-affiliates
is not applicable as no public market exists for the voting stock of the
registrant.

         As of July 31, 2000, there were 100 shares of the registrant's Common
Stock outstanding.

         The registrant meets the conditions set forth in General Instructions
H(1)(a) and (b) of Form 10-Q and is filing this Form with the reduced disclosure
format.

*The registrant does not have any class of equity registered under the
Securities Exchange Act of 1934 and files periodic reports with the Securities
and Exchange Commission pursuant to contractual obligations with third parties.


<PAGE>   2






                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES
                           QUARTER ENDED JUNE 30, 2000
                                      INDEX

<TABLE>
<CAPTION>
PART I         FINANCIAL INFORMATION                                                   PAGE
                                                                                       ----
<S>  <C>       <C>                                                                     <C>
     ITEM 1    FINANCIAL STATEMENTS..................................................    2
               Consolidated Balance Sheets...........................................    2
               Consolidated Statements of Operations.................................    3
               Consolidated Statement of Cash Flows..................................    4
               Notes to Consolidated Financial Statements............................    5
     ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS.................................................    7

     ITEM 3    QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK............   10

PART II        OTHER INFORMATION

     ITEM 1    LEGAL PROCEEDINGS.....................................................   11
     ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS.............................   11
     ITEM 3    DEFAULTS UPON SENIOR SECURITIES.......................................   11
     ITEM 4    SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.....................   11
     ITEM 5    OTHER INFORMATION.....................................................   11
     ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K......................................   11
</TABLE>


                                       1
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES


                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 JUNE 30, 2000


<TABLE>
<CAPTION>
                                                                              JUNE 30,           DECEMBER 31,
                                                                                2000                 1999
                                                                           -------------         -------------
                                                                            (Unaudited)
                                     ASSETS

<S>                                                                        <C>                   <C>
CURRENT ASSETS:
   Cash and cash equivalents                                               $   2,237,966         $   6,249,756
   Marketable securities                                                              --             6,069,461
   Affiliate receivable                                                       14,538,805            18,334,038
   Accounts receivable, net                                                    4,830,916             5,514,724
   Prepaid expenses                                                            1,182,451               750,246
                                                                           -------------         -------------
               Total current assets                                           22,790,138            36,918,225

PROPERTY AND EQUIPMENT, net                                                  295,327,577           256,298,360

INVESTMENTS                                                                    6,108,000             1,412,064

INTANGIBLE AND OTHER ASSETS, net                                              32,801,131            39,267,103

OTHER                                                                            201,215               136,696
                                                                           -------------         -------------
Total assets                                                               $ 357,228,061         $ 334,032,448
                                                                           =============         =============


                 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt                                       $      12,174         $      12,174
   Accounts payable                                                           18,045,310            13,395,068
   Advances from parent                                                       62,693,798            14,975,753
   Accrued liabilities                                                         5,290,475             5,587,863
   Unearned revenue                                                            2,271,088             2,624,308
                                                                           -------------         -------------
               Total current liabilities                                      88,312,845            36,595,166

NONCURRENT LIABILITIES:
   Long-term notes payable                                                    19,103,966            19,110,520
   Bonds payable, net of discount                                            338,312,481           319,233,545
                                                                           -------------         -------------
               Total noncurrent liabilities                                  357,416,447           338,344,065
               Total liabilities                                             445,729,292           374,939,231

WARRANTS                                                                              --                    --

STOCKHOLDERS' (DEFICIT) EQUITY
   Convertible preferred stock                                                       499                   507
   Common Stock                                                                        6                     6
   Additional paid-in capital                                                 69,277,792            69,277,784
   Accumulated deficit                                                      (157,779,528)         (110,154,381)
   Unrealized (loss) gain on marketable securities (Note 4)                           --               (30,699)
                                                                           -------------         -------------
               Total stockholders' (deficit) equity                          (88,501,231)          (40,906,783)
                                                                           -------------         -------------
               Total liabilities and stockholders' (deficit) equity        $ 357,228,061         $ 334,032,448
                                                                           =============         =============
</TABLE>


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

                                       2
<PAGE>   4

                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES


                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                            JUNE 30,                            JUNE 30,
                                                   2000               1999               2000               1999
                                               ------------       ------------       ------------       ------------


<S>                                            <C>                <C>                <C>                <C>
OPERATING REVENUES                             $ 14,639,021       $ 10,601,310       $ 27,932,618       $ 20,632,115
                                               ------------       ------------       ------------       ------------

OPERATING EXPENSES:
   Cost of services                               6,414,247          5,176,643         12,609,316         10,014,184
   Selling, operating, and administrative        11,942,969          9,672,062         22,240,378         18,196,079
   Depreciation and amortization                 12,306,910          8,325,947         23,683,754         16,059,846
                                               ------------       ------------       ------------       ------------
               Total                             30,664,126         23,174,652         58,533,448         44,270,109
                                               ------------       ------------       ------------       ------------

OPERATING LOSS                                  (16,025,105)       (12,573,342)       (30,600,830)       (23,637,994)

OTHER INCOME AND EXPENSES:
   Interest income                                   31,484            386,377            103,229          1,108,536
   Interest expense                              (9,651,526)        (7,846,703)       (18,939,748)       (15,642,451)
   Other income (expense), net                       35,710             47,683             56,542             92,844
                                               ------------       ------------       ------------       ------------
               Total                             (9,584,332)        (7,412,643)       (18,779,977)       (14,441,071)
                                               ------------       ------------       ------------       ------------

LOSS BEFORE INCOME TAX BENEFIT                  (25,609,437)       (19,985,985)       (49,380,807)       (38,079,065)

INCOME TAX BENEFIT                                       --          3,243,989          1,755,666          7,127,122
                                               ------------       ------------       ------------       ------------

NET LOSS                                       $(25,609,437)      $(16,741,996)      $(47,625,141)      $(30,951,943)
                                               ============       ============       ============       ============
</TABLE>




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



                                       3
<PAGE>   5



                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES


                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                Six Months Ended June 30,
                                                                                 2000               1999
                                                                            ------------       ------------

<S>                                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                $(47,625,141)      $(30,951,943)
    Adjustments to reconcile net loss to net cash
       (used in) provided by operating activities:
          Depreciation and amortization                                       23,683,754         16,059,846
          Gain on disposition of assets                                           (2,874)            (5,416)
          Amortization of bond discount                                        8,148,576          7,255,420
          Changes in operating assets and liabilities:
               Accounts receivable                                               683,803            299,403
               Accounts receivable - affiliate                                 3,795,233         (4,735,257)
               Prepaid expenses and other                                       (466,025)          (205,205)
               Accounts payable                                                4,650,237         11,120,868
               Accrued liabilities and interest                               10,632,972         (7,702,641)
               Unearned revenue                                                 (353,220)           163,050
                                                                            ------------       ------------
                   Total adjustments                                          50,772,456         22,250,068
                                                                            ------------       ------------
                   Net cash provided by (used in) operating activities         3,147,315         (8,701,875)
                                                                            ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures, net of retirements                                 (56,027,333)       (45,478,497)
    Investments                                                               (4,695,936)
    Organizational and franchise cost expenditures, net                         (250,229)            43,695
    Proceeds form sales of assets                                                 33,441             54,361
    Proceeds from sales of marketable securities, net                          6,069,461         49,276,833
                                                                            ------------       ------------
               Net cash provided by (used in) investing activities           (54,870,596)         3,896,392
                                                                            ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Advances from affiliates                                                  47,718,045
    Expenditures related to issuance of debt                                          --            (51,531)
    Principal payments on debt                                                    (6,554)            (2,494)
                                                                            ------------       ------------
               Net cash provided by financing activities                      47,711,491            (54,025)
                                                                            ------------       ------------

NET DECREASE IN CASH                                                          (4,011,790)        (4,859,508)

CASH AT BEGINNING OF PERIOD                                                    6,249,756          4,859,508
                                                                            ------------       ------------

CASH AT END OF PERIOD                                                       $  2,237,966       $         --
                                                                            ============       ============



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Cash paid during the period for interest                               $    955,930       $      8,507
</TABLE>



                                       4
<PAGE>   6



                    KNOLOGY BROADBAND, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2000
                                   (UNAUDITED)

1.   ORGANIZATION AND NATURE OF BUSINESS

                  Knology Broadband, Inc. (the "Company"), formerly KNOLOGY
         Holdings, Inc., is a wholly owned subsidiary of Knology, Inc. Knology
         Broadband offers residential and business customers broadband
         communications services ("Broadband Services"), including analog and
         digital cable television, local and long distance telephone, high-speed
         Internet access service, and other services including broadband carrier
         services ("BCS"), using high capacity hybrid fiber/coaxial networks
         that are two-way interactive ("Interactive Broadband Networks"). The
         Company operates Interactive Broadband Networks in six metropolitan
         areas (collectively the "Systems"): Huntsville and Montgomery, Alabama;
         Columbus and Augusta, Georgia; Panama City, Florida; and Charleston,
         South Carolina and plans to expand to additional mid-sized cities in
         the southeastern United States.

                  The Company has experienced operating losses as a result of
         the expansion of the advanced broadband communications networks and
         services into new and existing markets. Management expects to continue
         the focus on increasing the customer base and expanding the broadband
         operations. Accordingly, operating expenses and capital expenditures
         will continue to increase with the extension of the broadband
         communications networks in existing and new markets in accordance with
         the business plan. While management expects its expansion plans to
         result in profitability, there can be no assurance that growth in the
         Company's revenue or customer base will continue or that the Company
         will be able to achieve or sustain profitability and/or positive cash
         flow.

2.   BASIS OF PRESENTATION

                  The accompanying unaudited condensed consolidated financial
         statements of the Company have been prepared in accordance with
         generally accepted accounting principles for interim financial
         information and with the instructions to Form 10-Q and Article 10 of
         Regulation S-X. Accordingly, they do not include all of the information
         and footnotes required by generally accepted accounting principles for
         complete financial statements. In the opinion of management, all
         adjustments considered necessary for the fair presentation of the
         financial statements have been included, and the financial statements
         present fairly the financial position and results of operations for the
         interim periods presented. Operating results for the three and six
         months ended June 30, 2000 are not necessarily indicative of the
         results that may be expected for the year ended December 31, 2000.
         These financial statements should be read in conjunction with the
         consolidated financial statements and notes thereto, together with
         management's discussion and analysis of financial condition and results
         of operations contained in the Company's 1999 Annual Report on Form
         10-K for the year ended December 31, 1999.

                  Certain amounts included in the 1999 financial statements have
         been reclassified to conform with the 2000 financial statements.

3.   SEGMENT INFORMATION

                  Effective January 1998, the Company adopted SFAS 131,
         "Disclosures about segments of an Enterprise and Related Information,"
         which established revised standards for the reporting of financial and
         descriptive information about operating segments in financial
         statements.


                                       5
<PAGE>   7
                  The Company owns and operates advanced hybrid fiber-coaxial
         networks and provides residential and business customers broadband
         communications services, including analog and digital cable television,
         local and long distance telephone, and high-speed Internet access,
         which the Company refers to as video, voice and data services. The
         Company also provides BCS which includes local transport services such
         as local Internet transport, special access, local private line, and
         local loop services.

                  While management of the Company monitors the revenue generated
         from each of the various broadband services, operations are managed and
         financial performance is evaluated based upon the delivery of multiple
         services to customers over a single network. As a result of multiple
         services being provided over a single network, many expenses and assets
         are shared related to providing the various broadband services to
         customers. Management believes that any allocation of the shared
         expenses or assets to the broadband services would be subjective and
         impractical.

                  Revenues by broadband communications service are as follows:


<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED JUNE 30,         SIX MONTHS ENDED JUNE 30
                                    ----------------------------      ----------------------------
                                       2000             1999             2000             1999
                                    -----------      -----------      -----------      -----------

<S>                                 <C>              <C>              <C>              <C>
Video ........................      $10,249,827      $ 8,384,705      $19,722,674      $16,569,808
Voice ........................        3,022,646        1,853,097        5,539,976        3,400,557
Data and Other ...............        1,366,548          363,508        2,669,968          661,750
                                    -----------      -----------      -----------      -----------
Consolidated revenues ........      $14,639,021      $10,601,310      $27,932,618      $20,632,115
                                    ===========      ===========      ===========      ===========
</TABLE>


                                       6
<PAGE>   8




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

         THE MANAGEMENT'S DISCUSSION AND ANALYSIS AND OTHER PORTIONS OF THIS
REPORT INCLUDE "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF THE FEDERAL
SECURITIES LAWS, INCLUDING THE PRIVATE SECURITIES LITIGATION REFORM ACT, THAT
ARE SUBJECT TO FUTURE EVENTS, RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED. IMPORTANT FACTORS
THAT EITHER INDIVIDUALLY OR IN THE AGGREGATE COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED INCLUDE, WITHOUT LIMITATION, (1) THAT WE
WILL NOT RETAIN OR GROW OUR CUSTOMER BASE, (2) THAT WE WILL FAIL TO BE
COMPETITIVE WITH EXISTING AND NEW COMPETITORS, (3) THAT WE WILL NOT ADEQUATELY
RESPOND TO TECHNOLOGICAL DEVELOPMENTS IMPACTING OUR INDUSTRY AND MARKETS, (4)
THAT NEEDED FINANCING WILL NOT BE AVAILABLE IF AND AS NEEDED, (5) THAT A
SIGNIFICANT CHANGE IN THE GROWTH RATE OF THE OVERALL U.S. ECONOMY WILL OCCUR
SUCH THAT CONSUMER AND CORPORATE SPENDING ARE MATERIALLY IMPACTED, AND (6) THAT
SOME OTHER UNFORESEEN DIFFICULTIES OCCUR. THIS LIST IS INTENDED TO IDENTIFY ONLY
CERTAIN OF THE PRINCIPAL FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS INCLUDED
HEREIN.

         The following is a discussion of our consolidated financial condition
and results of operations for the three and six months ended June 30, 2000 and
certain factors that are expected to affect our prospective financial condition.
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto and other financial data included
elsewhere in this Form 10-Q.

GENERAL

         We offer residential and business customers Broadband Services,
including analog and digital cable television, local and long distance
telephone, high-speed Internet access service, and broadband carrier services.
We provide these Broadband Services using high capacity hybrid fiber-coaxial
networks that are two-way interactive. We own, operate and manage Interactive
Broadband Networks in six metropolitan areas: Huntsville and Montgomery,
Alabama; Columbus and Augusta, Georgia; Panama City, Florida and Charleston,
South Carolina and plan to expand to additional mid-sized cities in the
southeastern United States.

         We have been expanding our networks and adding corporate staffing
necessary to grow the business into new markets. Accordingly, our operating
expenses and capital expenditures have increased significantly and are expected
to continue to increase with the continued expansion of the existing systems and
into new markets.

         We have incurred net losses in each quarter since our inception, and as
of June 30, 2000, the accumulated deficit had reached approximately $157.8
million. We anticipate incurring net losses during the next several years while
continuing to expand operations, and as a result of substantially increased
depreciation and amortization from the construction of the new networks and
operating expenses incurred in building the customer base. There can be no
assurance that growth in revenue or the subscriber base will continue or that we
will be able to achieve or sustain profitability or positive cash flow.

REVENUES AND EXPENSES

We can group our revenues into four categories: video revenues, voice revenues,
data revenues and other revenues.

-         Video revenues. Our video revenues consist of fixed monthly fees for
          basic, premium and digital cable television services, as well as fees
          from pay-per-view movies and events such as boxing matches and
          concerts, that involve a charge for each viewing. Video revenues
          accounted for approximately 70% and 71% of our consolidated revenues
          for


                                       7
<PAGE>   9
          the three and six months ended June 30, 2000 compared to 79% and 80
          for the three and six months ended June 30, 1999.

-         Voice revenues. Our voice revenues consist primarily of fixed monthly
          fees for local service, enhanced services such as call waiting and
          voice mail and usage fees for long distance service. Voice revenues
          accounted for approximately 21% and 20% of our consolidated revenues
          for the three and six months ended June 30, 2000 compared to 18% and
          17% for the three and six months ended June 30, 1999.

-         Data revenues and other revenues. Our data revenues consist primarily
          of fixed monthly fees for Internet access service and rental of cable
          modems. Other revenues resulted principally from broadband carrier
          services and video production services. These combined revenues
          accounted for approximately 9% and 9% of our consolidated revenues for
          the three and six months ended June 30, 2000 compared to 3% and 3% for
          the three and six months ended June 30, 1999.

Our operating expenses include cost of services expenses, selling, operations
and administrative expenses and depreciation and amortization expenses.

Cost of services expenses include:

-         Video cost of services. Video cost of services consist primarily of
          monthly fees to the National Cable Television Cooperative and other
          programming providers, and are generally based on the average number
          of subscribers to each program. Programming costs as a percentage of
          video revenue were approximately 42.5% and 43.0% for the three and six
          months ended June 30, 2000 compared to 41.9% and 42.6% for the three
          and six months ended June 30, 1999. Programming costs is our largest
          single cost and we expect this to continue. Since this cost is based
          on numbers of subscribers, it will increase as we add more
          subscribers.

-         Voice and data services. Cost of services related to our voice and
          data services include costs of Internet transport and telephone
          switching, and interconnection and transport charges payable to local
          and long distance carriers.

Selling, operations and administrative expenses include:

-         Sales and marketing costs. Sales and marketing costs include the cost
          of sales and marketing personnel and advertising and promotional
          expenses.

-         Network operations and maintenance expenses. Network operations and
          maintenance expenses include payroll and departmental costs incurred
          for network design and maintenance monitoring.

-         Customer service expenses. Customer service expenses include payroll
          and departmental costs incurred for customer service representatives
          and management.

-         General and administrative expenses. General and administrative
          expenses consist of corporate and subsidiary general management and
          administrative costs.

         Depreciation and amortization expenses include depreciation of our
interactive broadband networks and equipment, and amortization of cost in excess
of net assets and other intangible assets related to acquisitions.


                                       8
<PAGE>   10



RESULTS OF OPERATION

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999

         Revenues. Operating revenues increased 38.1% from $10.6 million for the
three months ended June 30, 1999 to $14.6 million for the three months ended
June 30, 2000. Operating revenues from video services increased 22.2% from $8.4
million for the three months ended June 30, 1999 to $10.2 million for the same
period in 2000. Operating revenues from voice services increased 63.1% from $1.9
million for the three months ended June 30, 1999 to $3.0 million for the same
period in 2000. Operating revenue from data and other services increased 276%
from $364,000 for the three months ended June 30, 1999 to $1.4 million for the
same period in 2000, $1.2 million of which were revenues from data services. The
increased revenues for voice and data and other services are primarily due to an
increase in the number of connections, from 97,565 during the three months ended
June 30, 1999 to 131,872 for the same period in 2000. The additional connections
resulted primarily from the extension of our broadband networks in Montgomery,
Columbus, Panama City, Augusta and Charleston.

         Expenses. Our operating expenses, excluding depreciation and
amortization, increased 23.6%, from $14.8 million for the three months ended
June 30, 1999, to $18.4 million for the three months ended June 30, 2000. The
cost of services component of operating expenses increased 23.9%, from $5.2
million for 1999 to $6.4 for 1999. The increase in our cost of services and
other operating expenses is consistent with the growth in revenues and is a
result of the expansion of our operations and the increase in the number of
subscribers and the number of employees associated with such expansion and
growth into new markets.

         Our depreciation and amortization expenses increased 47.8% from $8.3
million for the three months ended June 30, 1999, to $12.3 million for the three
months ended June 30, 2000. The increase in depreciation is primarily due to the
expansion of our networks and growth in to new markets.

         Other Income and Expenses. Our interest income was approximately
$386,000 for the three months ended June 30, 1999, compared to $31,000 for the
three months ended June 30, 2000. The interest income reflects the interest
earned from the investment of certain proceeds received from the issuance of the
senior discount notes in October 1997. The decrease in interest income is due to
the draw down of marketable securities to fund planned expansion and
acquisitions.

         Our interest expense increased from $7.8 million for the three months
ended June 30, 1999 to $9.7 million for the three months ended June 30, 2000.
The increase in interest expense reflects the accrual of the interest
attributable to the senior discount notes issued in October 1997.

         Income Tax (Provision) Benefit. We recorded an income tax benefit of
$3.2 million for the three months ended June 30, 1999 compared to no income tax
benefit for the three months ended June 30, 2000. The income tax benefit in 1999
resulted from our utilizing net tax losses under a tax sharing agreement with
ITC Holding.

         Net Loss. We incurred a net loss of $16.7 million for the three months
ended June 30, 1999 compared to a net loss of $25.6 million for the year ended
December 31, 2000. The increase in net loss is a result of the expansion of our
operations and the increase in the number of employees associated with such
expansion and growth into new markets.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

         Revenues. Operating revenues increased 35.4% from $20.6 million for the
six months ended June 30, 1999 to $27.9 million for the six months ended June
30, 2000. Operating revenues from video services increased 19.0% from $16.6
million for the six months ended June 30, 1999 to $19.7 million for the same
period in 2000. Operating revenues from voice services increased 62.9% from $3.4
million for the six months ended June 30, 1999 to $5.5 million for the same
period in 2000. Operating revenue from data and other services increased 304%
from $662,000 for the six months ended June 30, 1999 to $2.7


                                       9
<PAGE>   11

million for the same period in 2000, $2.4 million of which were revenues from
data services. The increased revenues for voice and data and other services are
primarily due to an increase in the number of connections, from 97,565 during
the six months ended June 30, 1999 to 131,872 for the same period in 2000. The
additional connections resulted primarily from the extension of our broadband
networks in Montgomery, Columbus, Panama City, Augusta and Charleston.

         Expenses. Our operating expenses, excluding depreciation and
amortization, increased 23.5%, from $28.2 million for the six months ended June
30, 1999, to $34.8 million for the six months ended June 30, 2000. The cost of
services component of operating expenses increased 25.9%, from $10.0 million for
1999 to $12.6 for 1999. The increase in our cost of services and other operating
expenses is consistent with the growth in revenues and is a result of the
expansion of our operations and the increase in the number of subscribers and
the number of employees associated with such expansion and growth into new
markets.

         Our depreciation and amortization expenses increased 47.5% from $16.1
million for the six months ended June 30, 1999, to $23.7 million for the six
months ended June 30, 2000. The increase in depreciation is primarily due to the
expansion of our networks and growth in to new markets.

         Other Income and Expenses. Our interest income was approximately $1.1
million for the six months ended June 30, 1999, compared to $103,000 for the six
months ended June 30, 2000. The interest income reflects the interest earned
from the investment of certain proceeds received from the issuance of the senior
discount notes in October 1997. The decrease in interest income is due to the
draw down of marketable securities to fund planned expansion and acquisitions.

         Our interest expense increased from $15.6 million for the six months
ended June 30, 1999 to $18.9 million for the six months ended June 30, 2000. The
increase in interest expense reflects the accrual of the interest attributable
to the senior discount notes issued in October 1997.

         Income Tax (Provision) Benefit. We recorded an income tax benefit of
$7.1 million for the six months ended June 30, 1999 compared an income tax
benefit of $1.8 million for the six months ended June 30, 2000. The income tax
benefit in 1999 resulted from our utilizing net tax losses under a tax sharing
agreement with ITC Holding.

         Net Loss. We incurred a net loss of $31.0 million for the six months
ended June 30, 1999 compared to a net loss of $47.6 million for the year ended
December 31, 2000. The increase in net loss is a result of the expansion of our
operations and the increase in the number of employees associated with such
expansion and growth into new markets.


ITEM 3.           Quantitative and Qualitative Disclosures About Market Risk

         Not required under reduced disclosure format.


                                       10
<PAGE>   12



                           PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

     None

ITEM 2. Changes in Securities and Use of Proceeds

     Not required under reduced disclosure format.

ITEM 3. Default upon Senior Securities

     Not required under reduced disclosure format.

ITEM 4. Submission of Matters to a Vote of Security Holders

     Not required under reduced disclosure format.

ITEM 5. Other Information

     None

ITEM 6. Exhibits and Reports on Form 8-K

     (A) EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT NUMBER                    DESCRIPTION OF EXHIBIT
     --------------                    ----------------------

     <S>                   <C>
     3.1                   Certificate of Amendment of Certificate of
                           Incorporation of Knology Broadband, Inc.

     3.2                   Certificate of Amendment of Certificate of
                           Designation of Preferred Stock of Knology Broadband,
                           Inc.

     27.1                  Financial Data Schedule for the six months ended June
                           30, 2000 (for SEC use only).
</TABLE>

     (B) REPORTS ON FORM 8-K

     The Company did not file any reports on form 8-K during the quarterly
period ended June 30, 2000.


                                       11
<PAGE>   13



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                   Knology Broadband, Inc.

August 11, 2000                    By: /s/ RODGER L. JOHNSON
                                       ----------------------------------------
                                   President and Chief Executive Officer



August 11, 2000                    By: /s/ ROBERT K. MILLS
                                       ----------------------------------------
                                   Chief Financial Officer
                                   (Principal Financial Officer)



                                       12


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