CLASSIC CABLE INC
10-Q, 2000-08-14
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM __________ TO__________

                        COMMISSION FILE NUMBER: 333-63643


                               CLASSIC CABLE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      CLASSIC CABLE, INC. MEETS THE GENERAL CONDITIONS SET FORTH IN GENERAL
  INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM
                      WITH THE REDUCED DISCLOSURE FORMAT.

             DELAWARE
  (STATE OR OTHER JURISDICTION                           74-2750981
OF INCORPORATION OR ORGANIZATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)



                         515 CONGRESS AVENUE, SUITE 2626
                               AUSTIN, TEXAS 78701
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


       Registrant's telephone number, including area code: (512) 476-9095


     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. [X] Yes [ ] No

   As of August 2, 2000, there were 1,000 shares of Common Stock outstanding.


<PAGE>   2


                               CLASSIC CABLE, INC.

                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>        <C>                                                                                        <C>
PART I - FINANCIAL INFORMATION

Item 1     Financial Statements
           Consolidated Balance Sheets (Unaudited).......................................................4
           Consolidated Statements of Operations (Unaudited).............................................5
           Consolidated Statements of Cash Flows (Unaudited).............................................6
           Notes to Consolidated Financial Statements (Unaudited)........................................7
Item 2     Management's Discussion and Analysis of Financial Condition and Results of Operations.........9
Item 3     Quantitative and Qualitative Disclosures About Market Risk...................................11

PART II - OTHER INFORMATION

Item 1     Legal Proceedings............................................................................12
Item 2     Changes in Securities and Use of Proceeds....................................................12
Item 3     Defaults Upon Senior Securities..............................................................12
Item 4     Submission of Matters to a Vote of Security Holders..........................................12
Item 5     Other Information............................................................................12
Item 6     Exhibits and Reports on Form 8-K.............................................................12

SIGNATURES .............................................................................................13
</TABLE>

                                   ----------

This Quarterly Report on Form 10-Q is for the quarter ended June 30, 2000. This
Quarterly Report modifies and supersedes documents filed prior to this Quarterly
Report. The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you directly to those documents. Information incorporated by reference
is considered to be part of this Quarterly Report. In addition, information that
we file with the SEC in the future will automatically update and supersede
information contained in this Quarterly Report. In this Quarterly Report,
"Classic," "we," "us" and "our" refer to Classic Cable, Inc. and its
subsidiaries.

You should carefully review the information contained in this Quarterly Report,
but should particularly consider any risk factors that we set forth in this
Quarterly Report and in other reports or documents that we file from time to
time with the SEC. The statements, other than statements of historical fact,
included in this Quarterly Report on Form 10-Q are forward-looking statements.
These statements include, but are not limited to:

     o    statements regarding our plans for future acquisitions;

     o    statements regarding integration of our cable systems and future
          acquired systems;

     o    statements regarding our planned capital expenditures and system
          upgrades; and

     o    statements regarding the offering of video and Internet access on our
          systems.

Forward-looking statements generally can also be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "plan," "seek," or "believe." We believe that the
expectations reflected in such forward-looking statements are accurate. However,
we cannot assure you that such expectations will occur. Our actual future
performance could differ materially from such statements. Factors that could
cause such or contribute to such differences include, but are not limited to:

     o    the uncertainties and/or potential delays associated with integrating
          past and future acquisitions;

     o    our ability to acquire additional cable systems on terms favorable to
          us;

     o    the passage of legislation or court decisions adversely affecting the
          cable industry;

     o    our ability to repay or refinance our outstanding indebtedness;


                                       2
<PAGE>   3


     o    the timing, actual cost and allocation of our capital expenditures and
          system upgrades;

     o    our potential need for additional capital;

     o    competition in the cable industry; and

     o    the advent of new technology.

You should not unduly rely on these forward-looking statements, which speak only
as of the date of this Quarterly Report on Form 10-Q. Except as required by law,
we are not obligated to publicly release any revisions to these forward-looking
statements to reflect events or circumstances occurring after the date of this
Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated
events.


                                       3
<PAGE>   4


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                               CLASSIC CABLE, INC.

                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            JUNE 30,     DECEMBER 31,
                                                              2000           1999
                                                           ---------     ------------
<S>                                                        <C>           <C>
Assets
Cash and cash equivalents ............................     $  43,317      $  85,855
Accounts receivable, net .............................        12,541          9,803
Prepaid expenses .....................................         2,590          1,131
Property, plant and equipment ........................       351,910        274,864
Less accumulated depreciation ........................       (78,725)       (60,939)
                                                           ---------      ---------
                                                             273,185        213,925
Deferred financing costs, net ........................        19,379         20,136
Advances to parent ...................................           819            908
Intangible assets:
  Customer relationships .............................       175,873        156,567
  Franchise marketing rights .........................       185,417        158,105
  Noncompete agreements ..............................        30,787         25,425
  Goodwill ...........................................       127,125        102,261
                                                           ---------      ---------
                                                             519,202        442,358
  Less accumulated amortization ......................      (120,644)       (96,428)
                                                           ---------      ---------
                                                             398,558        345,930
                                                           ---------      ---------
        Total assets .................................     $ 750,389      $ 677,688
                                                           =========      =========

Liabilities and Stockholder's Equity
Liabilities:
  Accounts payable ...................................     $   4,220      $   3,254
  Subscriber deposits and unearned income ............         8,816          6,675
  Other accrued expenses .............................        15,964         15,606
  Accrued interest ...................................        17,836         10,676
  Long-term debt, net ................................       543,018        454,332
  Deferred taxes, net ................................        14,619         28,965
                                                           ---------      ---------
        Total liabilities ............................       604,473        519,508
Stockholder's equity:
  Common stock: $.01 par value per share; 1,000 shares
   authorized, issued and outstanding ................            --             --
  Additional paid-in capital .........................       281,143        267,241
  Accumulated deficit ................................      (135,227)      (109,061)
                                                           ---------      ---------
        Total stockholder's equity ...................       145,916        158,180
                                                           ---------      ---------
        Total liabilities and stockholder's equity ...     $ 750,389      $ 677,688
                                                           =========      =========
</TABLE>


                 See notes to consolidated financial statements.

                                       4
<PAGE>   5


                               CLASSIC CABLE, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED           SIX MONTHS ENDED
                                                     JUNE 30                    JUNE 30
                                             ----------------------      ----------------------
                                               2000          1999          2000          1999
                                             --------      --------      --------      --------
<S>                                          <C>           <C>           <C>           <C>
Revenues ...............................     $ 46,136      $ 19,710      $ 88,425      $ 39,286
Operating expenses:
  Programming ..........................       13,138         5,196        25,256        10,427
  Plant and operating ..................        5,404         2,095         9,758         4,401
  General and administrative ...........        6,774         2,807        13,893         5,755
  Marketing and advertising ............          906           279         1,770           452
  Corporate overhead ...................          911           869         1,510         1,725
  Depreciation and amortization ........       22,351         9,141        42,142        18,096
                                             --------      --------      --------      --------
    Total operating expenses ...........       49,484        20,387        94,329        40,856
                                             --------      --------      --------      --------

Loss from operations ...................       (3,348)         (677)       (5,904)       (1,570)
Interest expense .......................      (14,123)       (5,365)      (27,783)      (10,675)
Other income (expense) .................          562            (2)        1,639            15
                                             --------      --------      --------      --------
 Loss before income taxes and
  extraordinary item ...................      (16,909)       (6,044)      (32,048)      (12,230)
                                                                                        (17,140)
Income tax benefit .....................        6,083            --        11,383            --
                                             --------      --------      --------      --------
Loss before extraordinary item .........      (10,826)       (6,044)      (20,665)      (12,230)
Extraordinary loss on
  extinguishment of debt, net of
  taxes of $2,963 in 2000 ..............           --            --        (5,501)           --
                                             --------      --------      --------      --------
Net loss ...............................     $(10,826)     $ (6,044)     $(26,166)     $(12,230)
                                             ========      ========      ========      ========
</TABLE>


                 See notes to consolidated financial statements.


                                       5
<PAGE>   6


                               CLASSIC CABLE, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                        SIX MONTHS ENDED JUNE 30
                                                                        ------------------------
                                                                           2000           1999
                                                                        ---------      ---------
<S>                                                                     <C>            <C>
OPERATING ACTIVITIES
Net loss ..........................................................     $ (26,166)     $ (12,230)
Adjustments to reconcile net loss to net cash provided by (used in)
  operating activities:
    Provision for doubtful accounts ...............................         1,706            386
    Depreciation ..................................................        17,926          7,509
    Amortization of intangibles ...................................        24,216         10,587
    Amortization of deferred financing costs ......................         1,049            342
    Discount accretion on long-term debt ..........................             2             29
    Non-cash compensation .........................................            --            663
    Deferred tax benefit ..........................................       (14,346)            --
    Extraordinary loss ............................................         8,464             --
    Changes in working capital, net of acquisition amounts:
     Change in accounts receivable ................................        (4,444)           (48)
     Change in prepaid expenses ...................................        (1,459)          (917)
     Change in advances to parent .................................            89           (213)
     Change in other accruals and payables ........................         3,464           (442)
     Change in accrued interest ...................................         7,160           (152)
                                                                        ---------      ---------
Net cash provided by (used in) operating activities ...............        17,661          5,514

INVESTING ACTIVITIES
Acquisition of cable television systems ...........................      (113,592)            --
Purchases of property, plant and equipment ........................       (25,341)        (8,008)
Payments for other intangibles ....................................        (1,194)          (513)
                                                                        ---------      ---------
Net cash provided by (used in) investing activities ...............      (140,127)        (8,521)

FINANCING ACTIVITIES
Proceeds from long-term debt ......................................       225,000          5,500
Repayments of long-term debt ......................................      (136,465)        (4,317)
Financing costs ...................................................        (7,947)          (317)
Payment of premium on redeemed notes ..............................          (660)            --
                                                                        ---------      ---------
Net cash provided by (used in) financing activities ...............        79,928            866
                                                                        ---------      ---------
Increase (decrease) in cash and cash equivalents ..................       (42,538)        (2,141)
Cash and cash equivalents at beginning of period ..................        85,855          2,779
                                                                        ---------      ---------
Cash and cash equivalents at end of period ........................     $  43,317      $     638
                                                                        =========      =========

Non-cash financing activities:
Non-cash capital contribution from parent .........................     $  13,889      $      --
</TABLE>


                 See notes to consolidated financial statements.


                                       6
<PAGE>   7


                               CLASSIC CABLE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2000


1. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Classic
Cable, Inc. 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 our opinion, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2000.

     For further information, refer to the consolidated financial statements and
footnotes thereto for the year ended December 31, 1999 included in our Form
10-K.

2. INCOME TAXES

     The effective tax rates for the three and six months ended June 30, 2000
and June 30, 1999 differ from the statutory rates primarily due to the impact of
permanent differences and increases in the valuation allowance on deferred tax
assets. We believe it is more likely than not that such deferred tax assets will
not be utilized in the near term.

3. STAR ACQUISITION

     In February 2000, a wholly owned subsidiary purchased substantially all of
the assets of Star Cable Associates ("Star"), which operates cable television
systems in Texas, Louisiana and Ohio, for an aggregate purchase price of
approximately $110 million in cash and 555,555 shares of Class A Voting Common
Stock ("Class A Common Stock") of our parent, Classic Communications, Inc. The
purchase was financed from proceeds of our $225 million private debt offering of
10.5% Senior Subordinated Notes due 2010 and available cash. The acquisition was
accounted for using the purchase method and, accordingly, the operating results
of the systems acquired have been included in our consolidated financial
statements since the date of acquisition.

     The following summarized unaudited pro forma financial information assumes
the Star acquisition, the acquisition of Buford Group, Inc., all related
financing and changes to our debt structure had occurred on January 1, 2000 and
1999, respectively. The following pro forma information is not necessarily
indicative of the results that would have occurred had the transactions been
completed at the beginning of the periods indicated, nor is it indicative of
future operating results (in thousands, except per share data):

<TABLE>
<CAPTION>
                                       SIX MONTHS ENDED JUNE 30
                                          2000          1999
                                       ---------      ---------
<S>                                    <C>            <C>
Revenues ..........................     $ 91,580      $ 90,118
Loss before extraordinary item ....      (21,131)      (26,030)
Net loss ..........................      (26,632)      (30,123)
</TABLE>

     The allocation of the Star purchase price reflected in the June 30, 2000
consolidated balance sheet is preliminary. We have arranged to obtain an
independent valuation of the Star property, plant and equipment and intangible
assets. We expect to receive the completed report during the third quarter of
2000.

     In conjunction with the Star acquisition, a fee for financial advisory
services in the amount of $1.3 million was paid to an affiliate of the majority
owner of Classic Communications, Brera Classic, in addition to approximately
$200,000 for reimbursement of certain related expenses.


                                       7
<PAGE>   8


4. LONG-TERM DEBT

     Our long-term debt consists of the following as of June 30, 2000 (in
thousands):

<TABLE>
<S>                                          <C>
1999 credit facility:
  Term loan B ..........................     $ 86,842
  Term loan C ..........................       78,158
10.5% Senior Subordinated Notes ........      225,000
9.375% Senior Subordinated Notes .......      150,000
9.875% Senior Subordinated Notes .......        3,000
Other ..................................           18
                                             --------
                                             $543,018
                                             ========
</TABLE>

     In February 2000, we issued $225 million of 10.5% Senior Subordinated Notes
due 2010. Interest payments on these notes begin in September 2000. The proceeds
of the offering have been used to fund a portion of the acquisition of Star,
repay a portion of the 1999 credit facility and repurchase approximately $36
million of the 9.875% Senior Subordinated Notes due 2008. In addition, the 1999
credit facility was amended to (a) allow for the Star acquisition, (b) modify
some of the covenants in the credit facility, (c) restructure the term loan A to
allow us to reborrow against it through February 2001, subject to certain
conditions, and (d) increase the term loan A facility so that an additional $25
million may be made available under that facility. The amendment of the 1999
credit facility resulted in an extraordinary loss of $8.5 million ($5.5 million,
net of taxes).

     The amendment also increased the range of potential quarterly commitment
fees. These fees can range from 0.375% to 0.750% per annum on the unused loan
commitments.

     The Senior Subordinated Notes are unsecured and are subordinated to all of
our existing and future senior indebtedness. The notes rank without preference
with all of our existing and future senior subordinated indebtedness. The Senior
Subordinated Notes may be redeemed contingent on certain events and/or the
passage of time at the redemption price, which may include a premium.
Restrictive covenants associated with these notes limit our ability to enter
into certain transactions.

     The Company is a holding company with no assets or operations other than
its investments in its subsidiaries. The Company's debt is fully and
unconditionally guaranteed by substantially all of the Company's wholly owned
direct and indirect subsidiaries on a joint and several basis. Other than
inconsequential subsidiaries, all of the Company's subsidiaries are wholly
owned. The Company is not presenting separate financial statements and other
disclosures concerning these subsidiaries as management has determined that such
information is not material to investors.


                                       8
<PAGE>   9


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     Information for this item is omitted pursuant to SEC General Instruction H
to Form 10-Q, except as noted below.

THREE MONTHS ENDED JUNE 30, 2000 VS. JUNE 30, 1999

     Revenues increased $26.4 million, or 134%, in 2000. Revenues increased
primarily due to increased subscribers resulting from acquisitions and basic
rate increases. The Buford Group acquisition added approximately 170,000
subscribers in July 1999 and the Star acquisition added approximately 57,000
subscribers in February 2000. There was a rate increase of approximately 6%
affecting approximately two-thirds of our customers in February 2000, resulting
in an increase in basic revenues per subscriber of 5% from $29.77 to $31.19
period to period. We have historically increased rates in February in order to
offset increases in operating costs such as programming which occur primarily in
January of each year.

     Operating expenses increased $29.1 million, or 143%, in 2000. Programming
expenses increased $7.9 million due to increases in rates charged by programming
vendors, the addition of new channels to our existing channel lineups as well as
an increase in the subscriber base over the same period in 1999. Plant and
operating and general and administrative expenses increased $7.3 million, or
148%, as a result of the additional costs associated with the systems acquired
in 1999 and 2000. Depreciation and amortization expense in 2000 was $22.4
million, an increase of $13.2 million over the same period in 1999. The increase
represents the effect of acquisitions and capital expenditures.

     Interest expense increased $8.8 million, or 163%, in 2000. This increase is
primarily the result of the debt issued in conjunction with the July 1999 Buford
Group acquisition and the February 2000 Star acquisition.

     Other income increased $0.6 million in 2000. This increase is primarily the
result of increased interest income on cash reserves.

     The income tax benefit was $6.1 million in 2000. No tax benefit was
recognized in 1999. The effective tax rates for 2000 and 1999 differ from the
statutory rates primarily due to increases in the valuation allowance on
deferred tax assets.

     As a result of the above described fluctuations in our results of
operations, the net loss of $10.8 million in 2000 increased by $4.8 million, as
compared to the net loss of $6.0 million in 1999.

SIX MONTHS ENDED JUNE 30, 2000 VS. JUNE 30, 1999

     Revenues increased $49.1 million, or 125%, in 2000. Revenues increased
primarily due to increased subscribers resulting from acquisitions and basic
rate increases. Rate increases resulted in an increase in basic revenues per
subscriber of 3% from $29.35 to $30.19 period to period.

     Operating expenses increased $53.5 million, or 131%, in 2000. Programming
expenses increased $14.8 million due to increases in rates charged by
programming vendors, the addition of new channels to our existing channel
lineups as well as an increase in the subscriber base over the same period in
1999. Plant and operating and general and administrative expenses increased
$13.5 million, or 133%, as a result of the additional costs associated with the
systems acquired in 1999 and 2000. Depreciation and amortization expense in 2000
was $42.1 million, an increase of $24.0 million over the same period in 1999.
The increase represents the effect of acquisitions and capital expenditures.

     Interest expense increased $17.1 million, or 160%, in 2000. This increase
is primarily the result of the debt issued in conjunction with the July 1999
Buford Group acquisition and the February 2000 Star acquisition.

     Other income increased $1.6 million in 2000. This increase is primarily the
result of increased interest income on cash reserves.

     The income tax benefit was $11.4 million in 2000. No tax benefit was
recognized in 1999. The effective tax rates for 2000 and 1999 differ from the
statutory rates primarily due to increases in the valuation allowance on
deferred tax assets.


                                       9
<PAGE>   10


     In February 2000, the 1999 credit facility was amended resulting in an
extraordinary loss of $8.5 million ($5.5 million, net of taxes).

     As a result of the above described fluctuations in our results of
operations and extraordinary losses recognized in 2000, the net loss of $26.2
million in 2000 increased by $13.9 million, as compared to the net loss of $12.2
million in 1999.

LIQUIDITY AND CAPITAL RESOURCES

     Cash provided by operations for the six months ended June 30 increased
$12.1 million from period to period. Cash used in investing activities increased
$131.6 million to $140.1 million, driven primarily by the Star acquisition, as
well as by increased levels of capital spending. Cash provided by financing
activities increased $79.1 million to $79.9 million due to the February 2000
notes offering. Earnings before interest, taxes, depreciation and amortization,
or EBITDA, increased 119% or $19.7 million to $36.2 million due primarily to the
acquisition of cable systems in 2000 and 1999. EBITDA for 1999 has been reduced
by non-cash operating charges consisting of compensation on stock awards of $0.7
million. Without the non-cash operating charges, EBITDA for the six months ended
June 30, 1999 would have been $17.2 million. EBITDA is presented because we
believe it is a widely accepted financial indicator of a company's ability to
incur and service debt. We believe that EBITDA is not intended to be a
performance measure that should be regarded as an alternative to, or more
meaningful than, either operating income or net income as an indicator of
operating performance or to the statement of cash flows as a measure of
liquidity; is not intended to represent funds available for dividends,
reinvestment or other discretionary uses and should not be considered in
isolation or as a substitute for measures of performance prepared in accordance
with generally accepted accounting principles. EBITDA as presented may not be
comparable to similarly titled measures presented by other companies.

     In December 1999, Classic Communications completed an initial public
offering of 7,250,000 shares of its Class A Common Stock, raising approximately
$168.9 million. It used the proceeds from the offering to pay offering expenses
and to redeem all of its outstanding 13.25% senior discount notes due 2009.
Classic Communications contributed the remainder of the proceeds, approximately
$83.5 million, to us, which we used for general business purposes, including
financing part of the Star acquisition.

     In February 2000, a wholly owned subsidiary purchased substantially all of
the assets of Star, which operates cable television systems in Texas, Louisiana
and Ohio, for an aggregate purchase price of approximately $110 million in cash
and 555,555 shares of Classic Communications Class A Common Stock.

     In February 2000, we completed a private offering of $225 million of 10.5%
Senior Subordinated Notes due 2010. The proceeds of the offering were used to
fund a portion of the Star acquisition, repay approximately $100 million of
indebtedness under our senior credit facility and repurchase approximately $36
million of our 9.875% Senior Subordinated Notes due 2008.

     In connection with the offering, we entered into a second amendment to our
senior credit facility, which (1) allowed for the offering of the 10.5% Senior
Subordinated Notes, (2) modified some of the covenants in the credit facility to
provide us with more flexibility (i.e., maximum total debt ratio, total interest
coverage ratio, maximum capital expenditures, limitations on investments,
permitted acquisitions and lines of business), (3) restructured the term loan A
facility so that following a prepayment in full of the term loan A facility, and
subject to certain additional conditions, we have the ability to reborrow in one
or more advances under the term loan A facility until February 10, 2001 and (4)
increased the term loan A facility so that an additional $25 million may be made
available under that facility.

INTANGIBLES

     We have recorded net intangible assets of $399 million, 53% of total
assets. These assets arose during the acquisition of cable systems throughout
our history. These intangible assets are amortized over their estimated useful
lives. We review the valuation and amortization periods of these intangibles on
a periodic basis, taking into consideration any events or circumstances that
might result in diminished fair value or revised useful life. No events or
circumstances have occurred to warrant a diminished fair value or reduction in
the useful life of the intangible assets.


                                       10
<PAGE>   11


YEAR 2000 COMPLIANCE

     We experienced no adverse year 2000 related issues on January 1, 2000. We
recognize that there may be residual effects related to year 2000 issues. Our
assessment of our year 2000 readiness will be ongoing as we continue to develop
our operating systems and rely on our vendors' or their vendors' systems. We do
not have any way to assess the costs related to remediation of any residual year
2000 effect. We intend to use internal resources for such remediation where
possible. We may in the future identify a significant internal or external year
2000 related residual issue which, if not remedied in a timely manner, could
have a material adverse effect on our business, financial condition and results
of operations.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information for this item is omitted pursuant to SEC General Instruction H
to Form 10-Q.


                                       11
<PAGE>   12


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which we are a party or
to which any of our respective properties are subject.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

     Information for this item is omitted pursuant to SEC General Instruction H
to Form 10-Q.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

     Information for this item is omitted pursuant to SEC General Instruction H
to Form 10-Q.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Information for this item is omitted pursuant to SEC General Instruction H
to Form 10-Q.

ITEM 5 - OTHER INFORMATION

     None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          Exhibit Number               Exhibit
                27         --   Financial Data Schedule

     (b)  Reports on Form 8-K.

          None


                                       12
<PAGE>   13


SIGNATURES


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


                                        CLASSIC CABLE, INC.


Date: August 14, 2000                        /s/ STEVEN E. SEACH
                                        --------------------------------------
                                        Steven E. Seach
                                        President and Chief Financial Officer


                                       13
<PAGE>   14


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT NUMBER               DESCRIPTION
--------------               -----------
<S>                     <C>
     27           --   Financial Data Schedule
</TABLE>





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