Form 10-Q
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 September 30, 2010
Commission File Number: 0-29227
Mediacom Communications Corporation
(Exact name of Registrant as specified in its charter)
|
|
|
Delaware
|
|
06-1566067 |
(State of incorporation)
|
|
(I.R.S. Employer |
|
|
Identification Number) |
100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)
(845) 695-2600
(Registrants telephone number)
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. þ Yes o No
Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the Registrant was required to submit and post such files).
o Yes o No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
|
|
|
|
|
|
|
o Large accelerated filer
|
|
þ Accelerated filer
|
|
o Non-accelerated filer
|
|
o Smaller reporting company |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). o Yes þ No
As of October 31, 2010, there were 41,264,139 shares of Class A common stock and 27,001,944 shares
of Class B common stock outstanding.
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2010
TABLE OF CONTENTS
This Quarterly Report on Form 10-Q is for the three and nine months ended September 30, 2010. Any
statement contained in a prior periodic report shall be deemed to be modified or superseded for
purposes of this Quarterly Report to the extent that a statement contained herein modifies or
supersedes such statement. The Securities and Exchange Commission (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. Throughout this Quarterly Report, we
refer to Mediacom Communications Corporation as MCC, and MCC and its consolidated subsidiaries as
we, us and our.
2
Cautionary Statement Regarding Forward-Looking Statements
You should carefully review the information contained in this Quarterly Report and in other reports
or documents that we file from time to time with the SEC.
In this Quarterly Report, we state our beliefs of future events and of our future financial
performance. In some cases, you can identify those so-called forward-looking statements by words
such as anticipates, believes, continue, could, estimates, expects, intends, may,
plans, potential, predicts, should or will, or the negative of those and other comparable
words. These forward-looking statements are not guarantees of future performance or results, and
are subject to risks and uncertainties that could cause actual results to differ materially from
historical results or those we anticipate as a result of various factors, many of which are beyond
our control. Factors that may cause such differences to occur include, but are not limited to:
|
|
|
increased levels of competition from existing and new competitors; |
|
|
|
lower demand for our video, high-speed data and phone services; |
|
|
|
our ability to successfully introduce new products and services to meet customer demands
and preferences; |
|
|
|
changes in laws, regulatory requirements or technology that may cause us to incur
additional costs and expenses; |
|
|
|
greater than anticipated increases in programming costs and delivery expenses related to
our products and services; |
|
|
|
changes in assumptions underlying our critical accounting policies; |
|
|
|
the ability to secure hardware, software and operational support for the delivery of
products and services to our customers; |
|
|
|
disruptions or failures of network and information systems upon which our business
relies; |
|
|
|
our reliance on certain intellectual property; |
|
|
|
our ability to generate sufficient cash flow to meet our debt service obligations; |
|
|
|
our ability to refinance
future debt maturities or provide future funding for general
corporate purposes and potential strategic transactions, on similar terms as we currently
experience; and |
|
|
|
other risks and uncertainties discussed in this Quarterly Report, our Annual Report on
Form 10-K for the year ended December 31, 2009 and other reports or documents that we file
from time to time with the SEC. |
Statements included in this Quarterly Report are based upon information known to us as of the date
that this Quarterly Report is filed with the SEC, and we assume no obligation to update or alter
our forward-looking statements made in this Quarterly Report, whether as a result of new
information, future events or otherwise, except as required by applicable federal securities laws.
3
PART I
|
|
|
ITEM 1. |
|
FINANCIAL STATEMENTS |
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All dollar amounts in thousands, except par value)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
ASSETS |
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
127,927 |
|
|
$ |
80,916 |
|
Restricted cash and cash equivalents |
|
|
15,001 |
|
|
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $2,965 and $2,180 |
|
|
85,630 |
|
|
|
86,337 |
|
Prepaid expenses and other current assets |
|
|
26,221 |
|
|
|
17,030 |
|
Deferred tax assets |
|
|
24,098 |
|
|
|
22,616 |
|
|
|
|
|
|
|
|
Total current assets |
|
$ |
278,877 |
|
|
$ |
206,899 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net of accumulated depreciation of $2,128,954 and $1,965,091 |
|
|
1,480,598 |
|
|
|
1,478,489 |
|
Franchise rights |
|
|
1,793,715 |
|
|
|
1,793,715 |
|
Goodwill |
|
|
219,991 |
|
|
|
219,991 |
|
Subscriber lists and other intangible assets, net of accumulated amortization of $154,434 |
|
|
|
|
|
|
|
|
and $152,552 |
|
|
3,590 |
|
|
|
5,472 |
|
Other assets, net of accumulated amortization of $16,888 and $13,961 |
|
|
54,904 |
|
|
|
50,468 |
|
Deferred income taxes non current |
|
|
220,331 |
|
|
|
222,695 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4,052,006 |
|
|
$ |
3,977,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable, accrued expenses and other current liabilities |
|
$ |
252,830 |
|
|
$ |
268,575 |
|
Deferred revenue |
|
|
56,880 |
|
|
|
56,996 |
|
Current portion of long-term debt |
|
|
26,000 |
|
|
|
95,000 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
$ |
335,710 |
|
|
$ |
420,571 |
|
Long-term debt, less current portion |
|
|
3,364,500 |
|
|
|
3,270,000 |
|
Other non-current liabilities |
|
|
81,059 |
|
|
|
22,130 |
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
3,781,269 |
|
|
$ |
3,712,701 |
|
Commitments and contingencies (Note 9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Class A common stock, $.01 par value; 300,000,000 shares authorized; 97,340,305 shares
issued and 41,150,217 shares outstanding as of September 30, 2010 and 96,554,912 shares
issued
and 40,621,955 shares outstanding as of December 31, 2009 |
|
$ |
412 |
|
|
$ |
406 |
|
Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,001,944 shares issued
and outstanding |
|
|
270 |
|
|
|
270 |
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
1,019,787 |
|
|
|
1,013,517 |
|
Accumulated deficit |
|
|
(453,996 |
) |
|
|
(454,670 |
) |
Treasury stock, at cost, 56,190,088 and 55,932,957 shares of Class A common stock |
|
|
(295,736 |
) |
|
|
(294,495 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
$ |
270,737 |
|
|
$ |
265,028 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
4,052,006 |
|
|
$ |
3,977,729 |
|
|
|
|
|
|
|
|
The accompanying notes to the unaudited financial statements are an integral part of these statements.
4
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(All dollar amounts in thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
374,352 |
|
|
$ |
363,383 |
|
|
$ |
1,120,039 |
|
|
$ |
1,088,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
costs (exclusive of depreciation and amortization) |
|
|
164,297 |
|
|
|
156,477 |
|
|
|
483,620 |
|
|
|
463,172 |
|
Selling, general and administrative expenses |
|
|
71,267 |
|
|
|
69,122 |
|
|
|
206,745 |
|
|
|
202,487 |
|
Corporate expenses |
|
|
8,509 |
|
|
|
8,307 |
|
|
|
25,210 |
|
|
|
24,840 |
|
Depreciation and amortization |
|
|
59,968 |
|
|
|
58,528 |
|
|
|
179,870 |
|
|
|
175,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
70,311 |
|
|
|
70,949 |
|
|
|
224,594 |
|
|
|
222,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(51,413 |
) |
|
|
(53,020 |
) |
|
|
(152,923 |
) |
|
|
(153,272 |
) |
(Loss) gain on derivatives, net |
|
|
(22,885 |
) |
|
|
(5,236 |
) |
|
|
(63,645 |
) |
|
|
19,044 |
|
Gain on sale of cable systems, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,781 |
|
Loss on early extinguishment of debt |
|
|
|
|
|
|
(5,899 |
) |
|
|
(1,234 |
) |
|
|
(5,899 |
) |
Other expense, net |
|
|
(2,736 |
) |
|
|
(2,289 |
) |
|
|
(5,236 |
) |
|
|
(7,115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
$ |
(6,723 |
) |
|
$ |
4,505 |
|
|
$ |
1,556 |
|
|
$ |
89,120 |
|
Benefit from (provision for) income taxes |
|
|
2,719 |
|
|
|
(14,505 |
) |
|
|
(882 |
) |
|
|
(42,352 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(4,004 |
) |
|
$ |
(10,000 |
) |
|
$ |
674 |
|
|
$ |
46,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
|
68,152 |
|
|
|
67,458 |
|
|
|
68,004 |
|
|
|
71,830 |
|
Basic (loss) earnings per share |
|
$ |
(0.06 |
) |
|
$ |
(0.15 |
) |
|
$ |
0.01 |
|
|
$ |
0.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding |
|
|
68,152 |
|
|
|
67,458 |
|
|
|
71,917 |
|
|
|
75,074 |
|
Diluted (loss) earnings per share |
|
$ |
(0.06 |
) |
|
$ |
(0.15 |
) |
|
$ |
0.01 |
|
|
$ |
0.62 |
|
The accompanying notes to the unaudited financial statements are an integral part of these statements.
5
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All dollar amounts in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
674 |
|
|
$ |
46,768 |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
179,870 |
|
|
|
175,236 |
|
Loss (gain) on derivatives, net |
|
|
63,645 |
|
|
|
(19,044 |
) |
Loss on early extinguishment of debt |
|
|
1,234 |
|
|
|
3,707 |
|
Gain on sale of cable systems, net |
|
|
|
|
|
|
(12,147 |
) |
Amortization of deferred financing costs |
|
|
5,000 |
|
|
|
3,887 |
|
Share-based compensation |
|
|
5,669 |
|
|
|
5,384 |
|
Deferred income taxes |
|
|
882 |
|
|
|
42,352 |
|
Changes in assets and liabilities, net of effects from acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
707 |
|
|
|
(5,326 |
) |
Prepaid expenses and other assets |
|
|
(7,891 |
) |
|
|
(3,855 |
) |
Accounts payable, accrued expenses and other current liabitilties |
|
|
(2,620 |
) |
|
|
5,998 |
|
Deferred revenue |
|
|
(116 |
) |
|
|
3,237 |
|
Other non-current liabilities |
|
|
(444 |
) |
|
|
(443 |
) |
|
|
|
|
|
|
|
Net cash flows provided by operating activities |
|
$ |
246,610 |
|
|
$ |
245,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(180,312 |
) |
|
|
(167,153 |
) |
Investment in restricted cash and cash equivalents (Note 1) |
|
|
(15,001 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in investing activities |
|
$ |
(195,313 |
) |
|
$ |
(167,153 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
New borrowings |
|
|
1,323,750 |
|
|
|
1,360,250 |
|
Repayment of debt |
|
|
(1,298,250 |
) |
|
|
(1,026,250 |
) |
Issuance of senior notes |
|
|
|
|
|
|
350,000 |
|
Redemption of senior notes |
|
|
|
|
|
|
(625,000 |
) |
Net settlement of restricted stock units |
|
|
(1,241 |
) |
|
|
(1,518 |
) |
Repurchases of Class A common stock |
|
|
|
|
|
|
(110,000 |
) |
Proceeds from issuance of common stock in employee stock purchase plan |
|
|
581 |
|
|
|
548 |
|
Financing costs |
|
|
(16,546 |
) |
|
|
(23,896 |
) |
Other financing activities book overdrafts |
|
|
(12,580 |
) |
|
|
696 |
|
|
|
|
|
|
|
|
Net cash flows used in financing activities |
|
$ |
(4,286 |
) |
|
$ |
(75,170 |
) |
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
$ |
47,011 |
|
|
$ |
3,431 |
|
CASH AND CASH EQUIVALENTS, beginning of period |
|
|
80,916 |
|
|
|
67,111 |
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of period |
|
$ |
127,927 |
|
|
$ |
70,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid during the period for interest, net of amounts capitalized |
|
$ |
156,953 |
|
|
$ |
167,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH TRANSACTIONS FINANCING: |
|
|
|
|
|
|
|
|
Repurchase of Class A common stock exchanged for assets held for sale (Note 12) |
|
$ |
|
|
|
$ |
29,284 |
|
|
|
|
|
|
|
|
The accompanying notes to the unaudited financial statements are an integral part of these statements.
6
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Mediacom Communications Corporation (MCC, and collectively with its subsidiaries, we, our or
us) is a holding company, and does not have any operations or hold any assets other than
investments in, and advances to, its wholly-owned subsidiaries, Mediacom Broadband LLC (Mediacom
Broadband) and Mediacom LLC. The principal operating subsidiaries of Mediacom Broadband and
Mediacom LLC (Mediacom Broadband Group and Mediacom LLC Group, respectively, and together the
Operating Subsidiaries) conduct all of our consolidated operations and own substantially all of
our consolidated assets.
Basis of Presentation
We have prepared these unaudited consolidated financial statements in accordance with the rules and
regulations of the Securities and Exchange Commission (the SEC). In the opinion of management,
such statements include all adjustments, consisting of normal recurring accruals and adjustments,
necessary for a fair presentation of our consolidated results of operations and financial position
for the interim periods presented. The accounting policies followed during such interim periods
reported are in conformity with generally accepted accounting principles in the United States of
America and are consistent with those applied during annual periods. For a summary of our
accounting policies and other information, refer to our Annual Report on Form 10-K for the year
ended December 31, 2009. The results of operations for the interim periods are not necessarily
indicative of the results that might be expected for future interim periods or for the full year
ending December 31, 2010.
Franchise fees imposed by local governmental authorities are collected on a monthly basis from our
customers and are periodically remitted to the local governmental authorities. Because franchise
fees are our obligation, we present them on a gross basis with a corresponding operating expense.
Franchise fees reported on a gross basis amounted to approximately $9.3 million and $9.4 million
for the three months ended September 30, 2010 and 2009, respectively, and approximately $28.3
million and $28.4 million for the nine months ended September 30, 2010 and 2009, respectively.
Restricted cash and cash equivalents
Restricted cash and cash equivalents represent funds pledged to insurance carriers as security
under a master pledge and security agreement. Pledged funds are invested in short-term, highly
liquid investments. We retain ownership of the pledged funds, and under the terms of the pledge
and security agreement, we can withdraw any of the funds, with the restrictions removed from such
funds, provided comparable substitute collateral is pledged to the insurance carriers.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving
Disclosures about Fair Value Measurements, which amends Accounting Standards Codification (ASC)
No. 820 Fair Value Measurements and Disclosures (ASC 820) to add new requirements for
disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about
purchases, sales, issuances, and settlements relating to Level 3 measurements. The ASU also
clarifies existing fair value disclosures about the level of disaggregation and about inputs and
valuation techniques used to measure fair value. The ASU is effective for the first reporting
period (including interim periods) beginning after December 15, 2009, except for the requirement to
provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis,
which will be effective for fiscal years beginning after December 15, 2010, and for interim periods
within those fiscal years. Early adoption is permitted. We do not expect that this ASU will have a
significant impact on the consolidated financial statements or related disclosures.
7
3. FAIR VALUE
The tables below set forth our financial assets and liabilities measured at fair value on a
recurring basis using a market-based approach at September 30, 2010. These assets and liabilities
have been categorized according to the three-level fair value hierarchy established by ASC 820,
which prioritizes the inputs used in measuring fair value, as follows:
|
|
|
Level 1 Quoted market prices in active markets for identical assets or liabilities. |
|
|
|
Level 2 Observable market based inputs or unobservable inputs that are corroborated by
market data. |
|
|
|
Level 3 Unobservable inputs that are not corroborated by market data. |
As of September 30, 2010, our interest rate exchange agreement liabilities, net, were valued at
$114.0 million using Level 2 inputs, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of September 30, 2010 |
|
(dollars in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate exchange agreements |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate exchange agreements |
|
$ |
|
|
|
$ |
114,010 |
|
|
$ |
|
|
|
$ |
114,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
rate exchange agreements liabilities, net |
|
$ |
|
|
|
$ |
114,010 |
|
|
$ |
|
|
|
$ |
114,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009, our interest rate exchange agreement liabilities, net, were valued at
$50.4 million using Level 2 inputs, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2009 |
|
(dollars in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate exchange agreements |
|
$ |
|
|
|
$ |
4,791 |
|
|
$ |
|
|
|
$ |
4,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate exchange agreements |
|
$ |
|
|
|
$ |
55,155 |
|
|
$ |
|
|
|
$ |
55,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
rate exchange agreements liabilities, net |
|
$ |
|
|
|
$ |
50,364 |
|
|
$ |
|
|
|
$ |
50,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. (LOSS) EARNINGS PER SHARE
We calculate earnings or loss per share in accordance with ASC 260 Earnings per Share by dividing
the net income or loss by the weighted average number of shares of common stock outstanding during
the period. Diluted earnings (loss) per share (Diluted EPS) are computed by dividing the net
income by the weighted average number of shares of common stock outstanding during the period plus
the effects of any potentially dilutive securities. Diluted EPS consider the impact of potentially
dilutive securities except in periods in which there is a loss because the inclusion of the
potential shares of common stock would have an anti-dilutive effect. Our potentially dilutive
securities include shares of common stock which may be issued upon exercise of our stock options or
vesting of restricted stock units. Diluted EPS exclude the impact of potential shares of common
stock related to our stock options in periods in which the option exercise price is greater than
the average market price of our Class A common stock during the period.
8
For each of the three months
ended September 30, 2010 and 2009, we generated a net loss, and therefore the inclusion of the
potential shares of common stock would have been anti-dilutive. Accordingly, diluted loss per share
equaled basic loss per share for such period. Diluted loss per share for the three months ended
September 30, 2010 and 2009, excluded approximately 4.3 million and 3.3 million potential shares of
common stock, respectively, related to our share-based compensation plans.
For the nine months ended September 30, 2010 and 2009, we generated net income. Accordingly,
diluted earnings per share for such periods, respectively, included approximately 3.9 million, and
3.2 million potential shares of common stock related to our share-based compensation plans.
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Cable systems, equipment and subscriber
devices |
|
$ |
3,416,736 |
|
|
$ |
3,252,864 |
|
Vehicles |
|
|
72,304 |
|
|
|
75,494 |
|
Furniture, fixtures and office equipment |
|
|
68,652 |
|
|
|
64,099 |
|
Buildings and leasehold improvements |
|
|
44,225 |
|
|
|
43,493 |
|
Land and land improvements |
|
|
7,635 |
|
|
|
7,630 |
|
|
|
|
|
|
|
|
|
|
|
3,609,552 |
|
|
|
3,443,580 |
|
Accumulated depreciation |
|
|
(2,128,954 |
) |
|
|
(1,965,091 |
) |
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
$ |
1,480,598 |
|
|
$ |
1,478,489 |
|
|
|
|
|
|
|
|
6. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities consisted of the following
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Liabilities under interest rate exchange agreements |
|
$ |
40,074 |
|
|
$ |
40,591 |
|
Accrued programming costs |
|
|
39,556 |
|
|
|
34,917 |
|
Accrued payroll and benefits |
|
|
33,093 |
|
|
|
31,451 |
|
Accrued taxes and fees |
|
|
30,604 |
|
|
|
30,611 |
|
Accrued interest |
|
|
26,275 |
|
|
|
30,310 |
|
Subscriber advance payments |
|
|
15,795 |
|
|
|
15,563 |
|
Accrued service costs |
|
|
14,462 |
|
|
|
17,751 |
|
Accrued property, plant and equipment |
|
|
13,665 |
|
|
|
12,188 |
|
Accounts payable |
|
|
12,117 |
|
|
|
13,287 |
|
Book overdrafts(1) |
|
|
4,698 |
|
|
|
17,305 |
|
Accrued telecommunications |
|
|
3,052 |
|
|
|
5,105 |
|
Other accrued expenses |
|
|
19,439 |
|
|
|
19,496 |
|
|
|
|
|
|
|
|
Accounts payable, accrued expenses and other
current liabilities |
|
$ |
252,830 |
|
|
$ |
268,575 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Book overdrafts represent outstanding checks in excess of funds
on deposit at our disbursement accounts. We transfer funds from
our depository accounts to our disbursement accounts upon daily
notification of checks presented for payment. Changes in book
overdrafts are reported as part of net cash flows used in
financing activities in our Consolidated Statement of Cash Flows. |
9
7. DEBT
Debt consisted of the following (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Bank credit facilities |
|
$ |
2,540,500 |
|
|
$ |
2,515,000 |
|
81/2% senior notes due 2015 |
|
|
500,000 |
|
|
|
500,000 |
|
91/8% senior notes due 2019 |
|
|
350,000 |
|
|
|
350,000 |
|
|
|
|
|
|
|
|
|
|
$ |
3,390,500 |
|
|
$ |
3,365,000 |
|
Less: Current portion |
|
|
26,000 |
|
|
|
95,000 |
|
|
|
|
|
|
|
|
Total long-term debt |
|
$ |
3,364,500 |
|
|
$ |
3,270,000 |
|
|
|
|
|
|
|
|
Bank Credit Facilities
As of September 30, 2010, the Operating Subsidiaries maintained an aggregate $3.275 billion of
senior secured credit facilities (the credit facilities), of which $2.541 billion was
outstanding. The average interest rates on such outstanding debt, including the effect of the
interest rate exchange agreements discussed below, was 4.7%, as compared to 4.6% as of the same
date last year.
As of September 30, 2010, we had no outstanding balance under our $734.5 million revolving credit
facility, with $731.0 million of unused lines after taking into
account $3.5 million of
letters of credit issued under the credit facilities to various parties as collateral for our
performance relating to franchise requirements. As of the same date, based on the terms and
conditions of our debt arrangements, all of our unused revolving credit lines were available to be
borrowed and used for general corporate purposes. Our revolving credit commitments are scheduled
to expire in the amounts of $79.0 million, $430.3 million and $225.2 million on September 30, 2011,
December 31, 2012 and December 31, 2014, respectively, and are not subject to scheduled reductions
prior to maturity.
The credit agreements for each of the credit facilities contain various covenants that, among other
things, impose certain limitations on mergers and acquisitions, consolidations and sales of certain
assets, liens, the incurrence of additional indebtedness, certain restricted payments and certain
transactions with affiliates. As of September 30, 2010, the principal financial covenants of the
$1.476 billion credit facility maintained by the Mediacom LLC Group (the LLC credit facility)
required compliance with a ratio of indebtedness to system cash flow (the senior leverage ratio)
of no more than 6.0 to 1.0 at any time, and a ratio of operating cash flow to interest expense (the
interest coverage ratio) of no less than 2.0 to 1.0 at the end of a quarterly period. As of such
date, the LLC credit facilitys senior leverage ratio and interest coverage ratio were 4.4 to 1.0
and 2.6 to 1.0, respectively. As of September 30, 2010, the principal financial covenant of the
$1.799 billion credit facility maintained by the Mediacom Broadband Group (the Broadband credit
facility) required a senior leverage ratio of no more than 6.0 to 1.0 at any time. As of such
date, the Broadband credit facilitys senior leverage ratio was 4.4 to 1.0. The terms
indebtedness, system cash flow, operating cash flow and interest expense are defined in the
credit agreements for the LLC credit facility and the Broadband credit facility. The credit
facilities are collateralized by all of Mediacom Broadband and Mediacom LLCs ownership interests
in their respective operating subsidiaries, and are guaranteed by them on a limited recourse basis
to the extent of such ownership interests.
New Financings
On April 23, 2010, the Mediacom LLC Group entered into an incremental facility agreement that
provided for a new term loan under the LLC credit facility in the principal amount of $250.0
million (Term Loan E) and borrowed the full amount thereunder. The proceeds from Term Loan E were
used to repay the outstanding balance of both Term Loan A and the revolving credit portion of the
LLC credit facility, without any reduction in the revolving credit commitments, and to pay related
fees and expenses. Following the borrowing of Term Loan E, there were three term loans outstanding
under the LLC credit facility (Term Loan C, Term Loan D and Term Loan E).
Borrowings under Term Loan E bear interest at a floating rate or rates equal to the Eurodollar Rate
or the Base Rate (as such terms are defined in the credit agreement for the LLC credit facility),
plus a margin of 3.00% for Eurodollar Rate loans and a margin of 2.00% for Base Rate loans. For the
first four years of Term Loan E, the Eurodollar Rate will be subject to a floor of 1.50% and the
Base Rate will be subject to a floor of 2.50%. Term Loan E matures on October 23, 2017, and is
subject to quarterly reductions of 0.25% of the
original principal amount. The obligations of the Mediacom LLC Group under Term Loan E are governed
by the terms of the credit agreement for the LLC credit facility.
10
On April 23, 2010, the credit agreement for the LLC credit facility was amended to:
|
|
|
extend the termination date with respect to $225.2 million of the revolving credit
portion of the LLC credit facility from September 30, 2011 to December 31, 2014 (or June 30,
2014 if Term Loan C under the LLC credit facility has not been repaid or refinanced prior to
June 30, 2014); |
|
|
|
maintain the termination date of September 30, 2011 with respect to $79.0 million of the
revolving credit commitments; |
|
|
|
reduce the aggregate of the revolving credit commitments from $400.0 million to $304.2
million as of April 23, 2010; and |
|
|
|
permit additional incremental facility term loans in an aggregate principal amount equal
to not more than 100% of any future reductions in the revolving credit commitments. |
In addition, the financial covenants were amended as follows:
|
|
|
the maximum senior leverage ratio, which is currently 6.0 to 1.0, will be reduced to 5.5
to 1.0 commencing with the quarter ending December 31, 2011 and 5.0 to 1.0 commencing with
the quarter ending December 31, 2012 and thereafter, so long as any revolving credit
commitments remain outstanding; |
|
|
|
the minimum interest coverage ratio will be 2.0 to 1.0 as of the last day of any fiscal
quarter ending after April 23, 2010, so long as any revolving credit commitments remain
outstanding; and |
|
|
|
after the termination of all revolving credit commitments, the maximum senior leverage
ratio will increase to 6.0 to 1.0 and the interest coverage ratio covenant will no longer be
applicable. |
On April 23, 2010, the Mediacom Broadband Group entered into an incremental facility agreement that
provided for a new term loan under the Broadband credit facility in the principal amount of $600.0
million (Term Loan F), and borrowed the full amount thereunder. The proceeds from Term Loan F
were used to repay the outstanding balance of both Term Loan E and the revolving credit portion of
the Broadband credit facility, without any reduction in the revolving credit commitments, and to
pay related fees and expenses. Following the borrowing of Term Loan F, there were two term loans
outstanding under the Broadband credit facility (Term Loan D and Term Loan F).
Borrowings under Term Loan F bear interest at a floating rate or rates equal to the Eurodollar Rate
or the Base Rate (as such terms are defined in the credit agreement for the Broadband credit
facility), plus a margin of 3.00% for Eurodollar Rate loans and a margin of 2.00% for Base Rate
loans. For the first four years of Term Loan F, the Eurodollar Rate will be subject to a floor of
1.50% and the Base Rate will be subject to a floor of 2.50%. Term Loan F matures on October 23,
2017, and is subject to quarterly reductions of 0.25% of the original principal amount beginning on
September 30, 2010. The obligations of the Mediacom Broadband Group under Term Loan F are governed
by the terms of the credit agreement for the Broadband credit facility.
On April 23, 2010, the credit agreement for the Broadband credit facility was amended to:
|
|
|
increase the permitted amount of incremental facilities by $250.0 million; and |
|
|
|
permit additional incremental facility term loans in an aggregate principal amount equal
to not more than 50% of any future reductions in the revolving credit commitments. |
11
Senior Notes
As of September 30, 2010, we had an aggregate $850.0 million of senior notes outstanding,
consisting of $500.0 million of senior notes at Mediacom Broadband and $350.0 million of senior
notes at Mediacom LLC. The indentures governing our senior notes contain various covenants, though
they are generally less restrictive than those found in our credit facilities. As of September 30,
2010, the principal financial covenant of these senior notes had a limitation on the incurrence of
additional indebtedness based upon a maximum ratio of total indebtedness to operating cash flow (the total leverage ratio) of 8.5 to 1.0. As of such date, the
total leverage ratio at Mediacom Broadband and Mediacom LLC was 6.3 to 1.0 and 6.0 to 1.0,
respectively. The terms total indebtedness and
operating cash flow are defined in the indentures
governing our senior notes. These covenants also restrict our ability, among other things, to make certain
distributions, investments and other restricted payments, sell certain assets, create certain
liens, merge, consolidate or sell substantially all of our assets and enter into certain
transactions with affiliates.
Interest Rate Swaps
We use interest rate exchange agreements, or interest rate swaps, in order to fix the rate of the
applicable Eurodollar portion of debt under the credit facilities to reduce the potential
volatility in our interest expense that would otherwise result from changes in market interest
rates. Our interest rate swaps have not been designated as hedges for accounting purposes, and have
been accounted for on a mark-to-market basis as of, and for, the three and nine months ended
September 30, 2010 and 2009.
As of September 30, 2010, we had interest rate swaps with various banks pursuant to which the
interest rate on $1.3 billion of floating rate debt was fixed at a weighted average rate of 3.2%.
Our current interest rate swaps are scheduled to expire in the amounts of $100 million, $500
million and $700 million during the years ended December 31, 2010, 2011 and 2012, respectively.
As of September 30, 2010, we had entered into forward-starting interest rate swaps that will fix
rates for: (i) a four-year period at a weighted average rate of 3.1% in the amount of $200 million,
which will commence in December 2010; (ii) a two-year period at a weighted average rate of 2.8% in
the amount of $300 million, which will commence in December 2010; (iii) a three-year period at a
weighted average rate of 3.5% in the amount of $200 million, which will commence in December 2011;
(iv) a two and a half-year period at a weighted average rate of 3.9% in the amount of $200 million,
which will commence in June 2012; and (v) a two-year period at a weighted average rate of 3.5% in
the amount of $400 million, which will commence in December 2012.
The fair value of our interest rate swaps is the estimated amount that we would receive or pay to
terminate such agreements, taking into account market interest rates and the remaining time to
maturities. As of September 30, 2010, based upon mark-to-market valuation, we recorded on our
consolidated balance sheet, an accumulated current liability of $40.1 million and an accumulated
long-term liability of $73.9 million. As of December 31, 2009, based upon mark-to-market valuation,
we recorded on our consolidated balance sheet a long-term asset of $4.8 million, an accumulated
current liability of $40.6 million and an accumulated long-term liability of $14.6 million.
As a result of the mark-to-market valuations on these interest rate swaps, we recorded net losses
on derivatives of $22.9 million and $5.2 million for the three months ended September 30, 2010 and
2009, respectively, and a net loss on derivatives of $63.6 million and a net gain on derivatives of
$19.0 million for the nine months ended September 30, 2010 and 2009, respectively.
Covenant Compliance and Debt Ratings
For all periods through September 30, 2010, we were in compliance with all of the covenants under
the credit facilities and senior note arrangements. There are no covenants, events of default,
borrowing conditions or other terms in the credit facilities or senior note arrangements that are
based on changes in our credit rating assigned by any rating agency.
Our future access to the debt markets and the terms and conditions we receive are influenced by our
debt ratings. Our corporate credit ratings are B1, with a stable outlook, by Moodys, and B+, with
a stable outlook, by Standard and Poors. Any future downgrade to our credit ratings could result
in higher interest rates on future debt issuance than we currently experience, or adversely impact
our ability to raise additional funds.
12
Fair Value
As of September 30, 2010, the fair values of our senior notes and credit facilities are as follows
(dollars in thousands):
|
|
|
|
|
Bank credit facilities |
|
$ |
2,463,785 |
|
|
|
|
|
|
|
|
|
|
8 1/2% senior notes due 2015 |
|
$ |
514,063 |
|
9 1/8% senior notes due 2019 |
|
|
363,125 |
|
|
|
|
|
|
|
$ |
877,188 |
|
|
|
|
|
8. STOCKHOLDERS EQUITY
Stock Repurchase Plans
During the three and nine months ended September 30, 2010, we did not repurchase any shares of our
common stock under our common stock repurchase program. As of September 30, 2010, approximately
$47.6 million remained available under our Class A common stock repurchase program.
Share-based Compensation
Total share-based compensation expense for the three months ended September 30, 2010 and 2009, was
as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Share-based compensation expense by type of
award: |
|
|
|
|
|
|
|
|
Employee stock options |
|
$ |
644 |
|
|
$ |
598 |
|
Employee stock purchase plan |
|
|
112 |
|
|
|
112 |
|
Restricted stock units |
|
|
1,142 |
|
|
|
1,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation expense |
|
$ |
1,898 |
|
|
$ |
1,805 |
|
|
|
|
|
|
|
|
During the three months ended September 30, 2010, no restricted stock units or stock options were
granted to our employees under our compensation programs. Each of the restricted stock units and
stock options in our stock compensation programs are exchangeable and exercisable, respectively,
into a share of our Class A common stock. During the three months ended September 30, 2010,
approximately 46,000 restricted stock units vested and no stock options were exercised.
Total share-based compensation expense for the nine months ended September 30, 2010 and 2009, was
as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
2010 |
|
|
2009 |
|
Share-based compensation expense by type of award: |
|
|
|
|
|
|
|
|
Employee stock options |
|
$ |
1,908 |
|
|
$ |
1,756 |
|
Employee stock purchase plan |
|
|
336 |
|
|
|
345 |
|
Restricted stock units |
|
|
3,425 |
|
|
|
3,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation expense |
|
$ |
5,669 |
|
|
$ |
5,384 |
|
|
|
|
|
|
|
|
During the nine months ended September 30, 2010, approximately 823,000 restricted stock units and
786,000 stock options were granted to our employees under our compensation programs. The weighted
average fair values associated with these grants were $4.55 per restricted stock unit and $4.80 per
stock option. During the nine months ended September 30, 2010, approximately 652,000 restricted
stock units vested and options to purchase approximately 6,000 shares of Class A common stock were
exercised.
13
Employee Stock Purchase Plan
Pursuant to our employee stock purchase plan, all employees are allowed to participate in the
purchase of shares of our Class A common stock at a 15% discount. Due to the timing of the share
purchases under our plan, there were no shares purchased by employees, nor were there any net
proceeds received by us, for each of the three months ended September 30, 2010 and 2009. Shares
purchased by employees under our plan amounted to approximately 128,000 and 160,000 for the nine
months ended September 30, 2010 and September 30, 2009, respectively. The net proceeds to us were
approximately $0.6 million for each of the nine months ended September 30, 2010 and 2009.
9. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Mediacom LLC, one of our wholly owned subsidiaries, is named as a defendant in a putative class
action, captioned Gary Ogg and Janice Ogg v. Mediacom LLC, pending in the Circuit Court of Clay
County, Missouri, originally filed in April 2001. The lawsuit alleges that Mediacom LLC, in areas
where there was no cable franchise, failed to obtain permission from landowners to place our fiber
interconnection cable notwithstanding the possession of agreements or permission from other third
parties. While the parties continue to contest liability, there also remains a dispute as to the
proper measure of damages. Based on a report by their experts, the plaintiffs claim compensatory
damages of approximately $14.5 million. Legal fees, prejudgment interest, potential punitive
damages and other costs could increase that estimate to approximately $26.0 million. Before trial,
the plaintiffs proposed an alternative damage theory of $42.0 million in compensatory damages.
Notwithstanding the verdict in the trial described below, we remain unable to reasonably determine
the amount of our final liability in this lawsuit. Prior to trial our experts estimated our
liability to be within the range of approximately $0.1 million to $2.3 million. This estimate did
not include any estimate of damages for prejudgment interest, attorneys fees or punitive damages.
On March 9, 2009, a jury trial commenced solely for the claim of Gary and Janice Ogg, the
designated class representatives. On March 18, 2009, the jury rendered a verdict in favor of Gary
and Janice Ogg setting compensatory damages of $8,863 and punitive damages of $35,000. The Court
did not enter a final judgment on this verdict and therefore the amount of the verdict cannot at
this time be judicially collected. Although we believe that the particular circumstances of each
class member may result in a different measure of damages for each member, if the same measure of
compensatory damages was used for each member, the aggregate compensatory damages would be
approximately $16.2 million plus the possibility of an award of attorneys fees, prejudgment
interest, and punitive damages. Mediacom LLC is vigorously defending against the claims made by the
other members of the class, including filing and responding to post trial motions, which include
filing a motion to decertify the class and responding to the plaintiffs summary judgment motion,
and preparing for subsequent trials, and an appeal, if necessary.
We believe that the amount of actual liability would not have a significant effect on our
consolidated financial position, results of operations, cash flows or business. There can be no
assurance, however, that the actual liability ultimately determined for all members of the class
would not exceed our estimated range or any amount derived from the verdict rendered on March 18,
2009. Mediacom LLC has tendered the lawsuit to our insurance carrier for defense and
indemnification. The carrier has agreed to defend Mediacom LLC under a reservation of rights, and a
declaratory judgment action is pending regarding the carriers defense and coverage
responsibilities.
A purported class action in the United States District Court for the Southern District of New York
entitled Jim Knight v. Mediacom Communications Corp., in which we were named as the defendant, was
filed on March 4, 2010. The complaint asserts that the potential class is comprised of all persons
who purchased premium cable services from us and rented a cable box distributed by us. The
plaintiff alleges that we improperly tie the rental of cable boxes to the provision of premium
cable services in violation of Section 1 of the Sherman Antitrust Act. The plaintiff also alleges a
claim for unjust enrichment and seeks injunctive relief and unspecified damages. We were served
with the complaint on April 16, 2010 and we have responded. We believe we have substantial defenses
to the claims asserted in the complaint, and we intend to defend the action vigorously.
Commencing in June 2010, three shareholder class action lawsuits were filed against Mediacom
Communications Corporation and its individual directors, all in the Court of Chancery in the State
of Delaware under the captions, Colleen Witmer v. Mediacom Communications Corporation et al., J.
Malcolm Gray v. Mediacom Communications Corporation et al. and Haverhill Retirement System v.
Mediacom Communications Corporation et al. The lawsuits, which were consolidated for all purposes
in the Delaware Chancery Court, derived from the previously disclosed offer by Rocco B. Commisso to
acquire all of the outstanding shares of MCC common stock not already owned by Mr. Commisso, and
allege breach of fiduciary duty and aiding and abetting such breaches, and seek injunctive relief
or in the alternative, compensatory damages.
We are also involved in various other legal actions arising in the ordinary course of business. In
the opinion of management, the ultimate disposition of these other matters will not have a material
adverse effect on our consolidated financial position, results of
operations, cash flows or business.
14
10. INCOME TAXES
We have utilized ASC 270 Interim Reporting to record income taxes on an interim period basis.
ASC 740 Income Taxes requires that deferred tax assets be reduced by a valuation allowance if it
is more likely than not that some portion or all of the deferred tax assets will not be realized.
We periodically assess the likelihood of realization of our deferred tax assets considering all
available evidence, both positive and negative, including our most recent performance, the
scheduled reversal of deferred tax liabilities, our forecast of taxable income in future periods
and the availability of prudent tax planning strategies. As a result of these assessments in prior
periods, we established valuation allowances on a portion of our deferred tax assets due to the
uncertainty surrounding the realization of these assets. During the fourth quarter of 2009, as a
result of the assessment of our ability to realize deferred assets, we reversed a substantial
portion of our valuation allowance, resulting in a balance in the valuation allowance of $8.2
million as of December 31, 2009. As of September 30, 2010, our valuation allowance remained at
approximately $8.2 million. Adjustments to the valuation allowance will be made if there is a
change in our assessment of the amount of deferred income tax asset that is realizable.
A tax benefit of $2.7 million was recorded for the three months ended September 30, 2010. Tax
provisions of $14.5 million, $0.9 million and $42.4 million were recorded for the three months
ended September 30, 2009 and the nine months ended September 30, 2010 and 2009, respectively.
The tax benefit (provision) amounts for the three and nine months ended September 30, 2010 were
based on book income and the effective tax rate (ETR). The ETR for the three and nine months
ended September 30, 2010 was 41.8% and 43.4%, which included the effect of state taxes (net of
federal tax benefit).
During the three and nine months ended September 30, 2009, we had a significant valuation allowance
against our deferred tax assets, as described above. For the three and nine months ended September
30, 2009, the respective tax provision amounts substantially represented the increase in the
deferred tax liabilities related to the basis differences of our indefinite-lived intangible
assets.
Other tax matters
We have not recorded a liability for unrecognized tax benefits as of September 30, 2010. We do not
think it is reasonably possible that the total amount of unrealized tax benefits will significantly
change in the next twelve months.
We file U.S. federal consolidated income tax returns and income tax returns in various state and
local jurisdictions. Our 2007, 2008 and 2009 U.S. federal tax years and various state and local tax
years from 2005 through 2008 remain subject to income tax examinations by tax authorities. In
addition, tax returns for years prior to 2006 may be subject to examination to the extent net
operating losses have been carried forward from those years and remain available to offset taxable
income in the future.
We classify interest and penalties associated with uncertain tax positions as a component of income
tax expense. During the nine months ended September 30, 2010, no interest and penalties were
accrued.
11. RELATED PARTY TRANSACTIONS
Mediacom Management Corporation (Mediacom Management), a Delaware corporation, holds a 1.0%
direct ownership interest in Mediacom California LLC, which in turn holds a 1.0% interest in
Mediacom Arizona LLC. Revenues from these entities represent approximately 2.5% of our total
revenues. Mediacom Management is wholly-owned by our Chairman and CEO.
One of our directors is a partner of a law firm that performs various legal services for us. For
the nine months ended September 30, 2010, approximately $0.8 million was paid to this law firm for
services performed.
15
12. REPURCHASE OF MEDIACOM CLASS A COMMON STOCK
On September 7, 2008, we entered into a Share Exchange Agreement (the Exchange Agreement) with
Shivers Investments, LLC and Shivers Trading & Operating Company (collectively Shivers), both
affiliates of Morris Communications Company, LLC. We completed the Exchange Agreement on February
13, 2009 (the Completion Date), pursuant to which we exchanged 100% of the shares of stock of a
newly-created subsidiary, which held non-strategic cable television systems serving approximately
25,000 basic subscribers, and $110 million of cash (the Exchange Cash Portion), for 28.3 million
shares of our Class A common stock (the Exchange Shares) held by Shivers.
The Exchange Cash Portion was funded with cash on hand and borrowings made under the revolving
commitments of our credit facilities. Both Morris Communications and Shivers are controlled by
William S. Morris III, who at the time was a member of our Board of Directors.
Based upon the $4.92 closing price per share of our Class A common stock on the Completion Date
(the Closing Price), we recognized a gain on sale of cable systems, net, of approximately $13.8
million for the nine months ended September 30, 2009, which reflected approximately $1.3 million in
legal and consulting fees, as well as other customary closing adjustments. For the nine months
ended September 30, 2009, an amount of $29.3 million was recorded in our Consolidated Statements of
Cash Flows, under the caption Non-Cash Transactions Financing, to account for the excess value of
the Exchange Shares on the Completion Date over the Exchange Cash Portion. This amount was
determined by calculating the value of the Exchange Shares using the Closing Price, less the
Exchange Cash Portion.
The results of operations for the exchange assets were as follows (in thousands):
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
2009 |
|
|
|
|
|
|
Revenues |
|
$ |
2,722 |
|
Pre-tax net income |
|
$ |
863 |
|
13. GOODWILL AND OTHER INTANGIBLE ASSETS
In accordance with ASC 350 Intangibles Goodwill and Other (ASC 350) (formerly SFAS No. 142,
Goodwill and Other Intangible Assets), the amortization of goodwill and indefinite-lived
intangible assets is prohibited and requires such assets to be tested annually for impairment, or
more frequently if impairment indicators arise. We have determined that our cable franchise rights
and goodwill are indefinite-lived assets and therefore not amortizable.
We directly assess the value of cable franchise rights for impairment under ASC 350 by utilizing a
discounted cash flow methodology. In performing an impairment test in accordance with ASC 350, we
make assumptions, such as future cash flow expectations, customer growth, competition, industry
outlook, capital expenditures, and other future benefits related to cable franchise rights, which
are consistent with the expectations of buyers and sellers of cable systems in determining fair
value. If the determined fair value of our cable franchise rights is less than the carrying amount
on the financial statements, an impairment charge would be recognized for the difference between
the fair value and the carrying value of such assets.
16
Goodwill impairment is determined using a two-step process. The first step compares the fair value
of a reporting unit with our carrying amount, including goodwill. If the fair value of a reporting
unit exceeds our carrying amount, goodwill of the reporting unit is considered not impaired and the
second step is unnecessary. If the carrying amount of a reporting unit exceeds our fair value, the
second step is performed to measure the amount of impairment loss, if any. The second step compares
the implied fair value of the reporting units goodwill, calculated using the residual method, with
the carrying amount of that goodwill. If the carrying amount of the goodwill exceeds the implied
fair value, the excess is recognized as an impairment loss. We have determined that we have two
reporting units for the purpose of applying ASC 350, Mediacom Broadband and Mediacom LLC. Our most
recently completed annual impairment test was conducted as of October 1, 2009, and we will be
conducting our next annual impairment test as of October 1, 2010.
The economic conditions currently affecting the U.S. economy and the long-term impact on the
fundamentals of our business may have a negative impact on the fair values of the assets in our
reporting units. This may result in the recognition of an impairment loss in the future.
Because we believe there has not been a meaningful change in the long-term fundamentals of our
business during the first nine months of 2010, we have determined that there has been no triggering
event under ASC 350, and as such, no interim impairment test was required as of September 30, 2010.
17
|
|
|
ITEM 2. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion should be read in conjunction with our unaudited consolidated financial
statements as of, and for the three and nine months ended September 30, 2010 and 2009, and with our
annual report on Form 10-K for the year ended December 31, 2009.
Overview
We are the nations eighth largest cable company based on the number of customers who purchase one
or more video services, also known as basic subscribers. We are among the leading cable operators
focused on serving the smaller cities in the United States, with a significant customer
concentration in the Midwestern and Southeastern regions. We are the largest and second largest
cable company in Iowa and Illinois, respectively. Approximately 69% of our basic subscribers are in
the top 100 television markets in the United States, commonly referred to as Nielsen Media Research
designated market areas (DMAs), with more than 55% in DMAs that rank between the 60th and 100th
largest.
Through our interactive broadband network, we provide our customers with a wide variety of advanced
products and services, including video services, such as video-on-demand, high-definition
television (HDTV) and digital video recorders (DVRs), high-speed data (HSD) and phone
service. We offer the triple-play bundle of video, HSD and phone over a single communications
platform, a significant advantage over most competitors in our service areas. As of September 30,
2010, we offered our bundle of video, HSD and phone services to approximately 94% of our estimated
2.81 million homes passed in 22 states. As of the same date, we served approximately 1.20 million
basic subscribers, 717,000 digital video customers, 827,000 HSD customers and 324,000 phone
customers, aggregating 3.07 million revenue generating units (RGUs).
Our basic and digital video services compete principally with direct broadcast satellite (DBS)
companies, and we continue to face significant levels of price competition from these providers,
who offer video programming substantially similar to ours. We compete with these providers by
offering our triple-play bundle and interactive video services that are unavailable to DBS
customers due to the limited two-way interactivity of DBS service. Our HSD service competes
primarily with digital subscriber line (DSL) services offered by local telephone companies; based
upon the speeds we offer, we believe our HSD product is superior to comparable DSL offerings in our
service areas. Our phone service mainly competes with substantially comparable phone services
offered by local telephone companies and with cellular phone services offered by national wireless
providers. We believe our customers prefer the cost savings of the bundled products and services
we offer, as well as the convenience of having a single provider contact for ordering,
provisioning, billing and customer care.
Our ability to continue to grow our customer base and revenues is dependent on a number of factors,
including the competition we face and general economic conditions. As a result of continuing weak
economic conditions and significant price competition from DBS providers, we have seen lower demand
for our video, HSD and phone services, which has led to a reduction in basic subscribers and slower
growth rates of digital, HSD and phone customers. Consequently, we believe we will experience lower
revenue growth for the full year 2010 than in prior years. A continuation or broadening of such
effects may adversely impact our results of operations, cash flows and financial position.
Recent Developments
New Financings
On April 23, 2010, we completed financing transactions (the new financings) that provided for new
term loans in the aggregate principal amount of $850 million and amendments to our existing bank
credit facilities (the credit facilities), which, among other things, extended the termination
date on certain of our total revolving credit commitments, and reduced the commitments thereunder.
The net proceeds from these new term loans were used to repay certain existing term loans and the
full balance of outstanding revolving credit loans under our credit facilities. See Liquidity and
Capital Resources Capital Structure New Financings below and Note 7 in our Notes to
Consolidated Financial Statements for more information.
18
Revenues, Costs and Expenses
Video revenues primarily represent monthly subscription fees charged to customers for our core
cable products and services (including basic and digital cable programming services, wire
maintenance, equipment rental and services to commercial establishments), pay-per-view charges,
installation, reconnection and late payment fees, franchise fees and other ancillary revenues. HSD
revenues primarily represent monthly fees charged to customers (including small to medium sized
commercial establishments) for our HSD products and services and equipment rental fees, as well as
fees charged to large-sized businesses for our scalable, fiber-based enterprise network products
and services. Phone revenues primarily represent monthly fees charged to customers (including small
to medium sized commercial establishments) for our phone service. Advertising revenues represent
the sale of advertising placed on our video services.
If we continue to lose video customers as a result of competition and weak economic conditions, our
video revenues could continue to decline for the foreseeable future. However, we believe this will
be mostly offset through increased gains in penetration of our advanced video services as well as
rate increases. We expect further growth in HSD and phone revenues, as we believe we will continue
to expand our penetration of our HSD and phone services. However, future growth in HSD and phone
customers may be adversely affected by intensifying competition, weakened economic conditions and,
specific to phone, wireless substitution. We expect advertising revenues to continue to stabilize
during the remainder of 2010, given improving economic conditions and the impact of political
elections.
Service costs consist primarily of video programming costs and other direct costs related to
providing and maintaining services to our customers. Significant service costs include: programming
expenses; wages and salaries of technical personnel who maintain our cable network, perform
customer installation activities and provide customer support; HSD costs, including costs of
bandwidth connectivity and customer provisioning and costs related to our enterprise networks
business and our network operations center; phone service costs, including delivery and other
expenses; and field operating costs, including outside contractors, vehicle, utilities and pole
rental expenses. These costs generally rise because of customer growth, contractual increases in
video programming rates and inflationary cost increases for personnel, outside vendors and other
expenses. Costs relating to personnel and their support may increase as the percentage of our
expenses that we can capitalize declines due to lower levels of new service installations. Service
delivery related costs may also fluctuate with the level of investment we make, and corresponding
operational efficiencies achieved by such investments. We anticipate that our service costs will
continue to grow, but should remain fairly consistent as a percentage of our revenues, with the
exception of programming costs, which we discuss below.
Video programming expenses, which are generally paid on a per subscriber basis, have historically
been our largest single expense item, and in recent years we have experienced substantial increases
in the cost of our programming, particularly sports and local broadcast programming, well in excess
of the inflation rate or the change in the consumer price index. We believe that these expenses
will continue to grow due to the increasing demands of sports and other large programmers for
contract renewals and television broadcast station owners for retransmission consent fees,
including certain large programmers who also own major market television broadcast stations. While
such growth in programming expenses can be partially offset by rate increases, it is expected that
our video gross margins will continue to decline, as increases in programming costs outpace any
growth in video revenues.
Significant selling, general and administrative expenses include: wages and salaries for our call
centers, customer service and support and administrative personnel; franchise fees and taxes;
marketing; bad debt; billing; advertising; and office costs related to telecommunications and
office administration. These costs typically rise because of customer growth and inflationary cost
increases for employees and other expenses, but we expect such costs should remain fairly
consistent as a percentage of revenues.
Corporate expenses reflect compensation of corporate employees and other corporate overhead.
Use of Non-GAAP Financial Measures
Adjusted OIBDA and Free Cash Flow are not financial measures calculated in accordance with
generally accepted accounting principles (GAAP) in the United States. We define Adjusted OIBDA as
operating income before depreciation and amortization and non-cash, share-based compensation
charges, and Free Cash Flow as cash flows provided by operating activities less capital
expenditures. Adjusted OIBDA and Free Cash Flow have inherent limitations as discussed below.
19
Adjusted OIBDA is one of the primary measures used by management to evaluate our performance and to
forecast future results. We believe Adjusted OIBDA is useful for investors because it enables them
to assess our performance in a manner similar to the methods used by management, and provides a
measure that can be used to analyze, value and compare the companies in the cable industry. A
limitation of Adjusted OIBDA, however, is that it excludes depreciation and amortization, which
represents the periodic costs of certain capitalized tangible and intangible assets used in
generating revenues in our business. Management uses a separate process to budget, measure and
evaluate capital expenditures. In addition, Adjusted OIBDA also has the limitation of not
reflecting the effect of our non-cash, share-based compensation charges. We believe that excluding
share-based compensation allows investors to better understand our performance without the effects
of these obligations that are not expected to be settled in cash. Adjusted OIBDA may not be
comparable to similarly titled measures used by other companies, which may have different
depreciation and amortization policies, as well as different share-based compensation programs.
Free Cash Flow is used by management to evaluate our ability to repay debt and return capital to
stockholders and to facilitate the growth of our business with internally generated funds. A
limitation of Free Cash Flow, however, is that it may be affected by the timing of our capital
spending. We believe Free Cash Flow is useful for investors for the same reasons and provides
measures that can be used to analyze value and compare companies in the cable television industry,
although our measure of Free Cash Flow may not be directly comparable to similar measures reported
by other companies.
Adjusted OIBDA and Free Cash Flow should not be regarded as alternatives to operating income or net
income (loss) as indicators of operating performance, or to the statement of cash flows as measures
of liquidity, nor should they be considered in isolation or as substitutes for financial measures
prepared in accordance with GAAP. We believe that operating income is the most directly comparable
GAAP financial measure to Adjusted OIBDA, and that net cash flows provided by operating activities
is the most directly comparable GAAP financial measure to Free Cash Flow.
20
Actual Results of Operations
Three Months Ended September 30, 2010 compared to Three Months Ended September 30, 2009
The table below sets forth our consolidated statements of operations and Adjusted OIBDA for the
three months ended September 30, 2010 and 2009 (dollars in thousands and percentage changes that
are not meaningful are marked NM).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
$ Change |
|
|
% Change |
|
|
|
Revenues |
|
$ |
374,352 |
|
|
$ |
363,383 |
|
|
$ |
10,969 |
|
|
|
3.0 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
costs (exclusive of depreciation and amortization) |
|
|
164,297 |
|
|
|
156,477 |
|
|
|
7,820 |
|
|
|
5.0 |
% |
Selling, general and administrative expenses |
|
|
71,267 |
|
|
|
69,122 |
|
|
|
2,145 |
|
|
|
3.1 |
% |
Corporate expenses |
|
|
8,509 |
|
|
|
8,307 |
|
|
|
202 |
|
|
|
2.4 |
% |
Depreciation and amortization |
|
|
59,968 |
|
|
|
58,528 |
|
|
|
1,440 |
|
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
70,311 |
|
|
|
70,949 |
|
|
|
(638 |
) |
|
|
(0.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(51,413 |
) |
|
|
(53,020 |
) |
|
|
1,607 |
|
|
|
(3.0 |
%) |
Loss on derivatives, net |
|
|
(22,885 |
) |
|
|
(5,236 |
) |
|
|
(17,649 |
) |
|
NM |
|
Loss on early extinguishment of debt |
|
|
|
|
|
|
(5,899 |
) |
|
|
5,899 |
|
|
NM |
|
Other expense, net |
|
|
(2,736 |
) |
|
|
(2,289 |
) |
|
|
(447 |
) |
|
|
19.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
(6,723 |
) |
|
|
4,505 |
|
|
|
(11,228 |
) |
|
NM |
|
Benefit from (provision for) income taxes |
|
|
2,719 |
|
|
|
(14,505 |
) |
|
|
17,224 |
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(4,004 |
) |
|
$ |
(10,000 |
) |
|
$ |
5,996 |
|
|
|
(60.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA |
|
$ |
132,177 |
|
|
$ |
131,282 |
|
|
$ |
895 |
|
|
|
0.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below represents a reconciliation of Adjusted OIBDA to operating income, which is the
most directly comparable GAAP measure (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
$ Change |
|
|
% Change |
|
Adjusted OIBDA |
|
$ |
132,177 |
|
|
$ |
131,282 |
|
|
$ |
895 |
|
|
|
0.7 |
% |
Non-cash, share-based compensation |
|
|
(1,898 |
) |
|
|
(1,805 |
) |
|
|
(93 |
) |
|
|
5.2 |
% |
Depreciation and amortization |
|
|
(59,968 |
) |
|
|
(58,528 |
) |
|
|
(1,440 |
) |
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
70,311 |
|
|
$ |
70,949 |
|
|
$ |
(638 |
) |
|
|
(0.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
21
Revenues
The tables below set forth our revenues, and selected subscriber, customer and average monthly
revenue statistics as of, and for, the three months ended September 30, 2010 and 2009 (dollars in thousands,
except per subscriber data).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
$ Change |
|
|
% Change |
|
Video |
|
$ |
228,865 |
|
|
$ |
231,407 |
|
|
$ |
(2,542 |
) |
|
|
(1.1 |
%) |
HSD |
|
|
97,954 |
|
|
|
89,252 |
|
|
|
8,702 |
|
|
|
9.7 |
% |
Phone |
|
|
30,797 |
|
|
|
28,641 |
|
|
|
2,156 |
|
|
|
7.5 |
% |
Advertising |
|
|
16,736 |
|
|
|
14,083 |
|
|
|
2,653 |
|
|
|
18.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
374,352 |
|
|
$ |
363,383 |
|
|
$ |
10,969 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
Increase/ |
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
(Decrease) |
|
|
% Change |
|
Basic subscribers |
|
|
1,203,000 |
|
|
|
1,263,000 |
|
|
|
(60,000 |
) |
|
|
(4.8 |
%) |
Digital customers |
|
|
717,000 |
|
|
|
665,000 |
|
|
|
52,000 |
|
|
|
7.8 |
% |
HSD customers |
|
|
827,000 |
|
|
|
765,000 |
|
|
|
62,000 |
|
|
|
8.1 |
% |
Phone customers |
|
|
324,000 |
|
|
|
274,000 |
|
|
|
50,000 |
|
|
|
18.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RGUs (1) |
|
|
3,071,000 |
|
|
|
2,967,000 |
|
|
|
104,000 |
|
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total
monthly revenue per
basic subscriber
(2) |
|
$ |
103.17 |
|
|
$ |
95.19 |
|
|
$ |
7.98 |
|
|
|
8.4 |
% |
|
|
|
(1) |
|
RGUs represent the total of basic subscribers and digital, HSD and phone customers. |
|
(2) |
|
Represents total average monthly revenues for the quarter divided by total average
basic subscribers for such period. |
Revenues increased 3.0%, primarily due to higher HSD and, to a much lesser extent, advertising and
phone revenues, offset in part by lower video revenues. Average total monthly revenue per basic
subscriber grew 8.4% to $103.17.
Video revenues declined 1.1%, largely as a result of a lower number of basic subscribers, mostly
offset by basic video rate increases and higher revenues from our digital, DVR and HDTV services.
During the three months ended September 30, 2010, we lost 13,000 basic subscribers and gained
12,000 digital customers, as compared to a loss of 19,000 basic subscribers and an increase of
7,000 digital customers in the prior year period. As of September 30, 2010, we served 1,203,000
basic subscribers, representing a penetration of 42.8% of our estimated homes passed, and 717,000
digital customers, representing a penetration of 59.6% of our basic subscribers. As of September
30, 2010, 43.7% of our digital customers were taking our DVR and/or HDTV services, as compared to
37.1% as of the same date last year.
HSD revenues grew 9.7%, principally due to an 8.1% increase in HSD customers and, to a much lesser
extent, greater revenues from our enterprise networks business. During the three months ended
September 30, 2010, we gained 13,000 HSD customers, as compared to an increase of 11,000 in the
prior year period. As of September 30, 2010, we served 827,000 HSD customers, representing a
penetration of 29.4% of our estimated homes passed.
Phone revenues were 7.5% higher, mainly due to an 18.2% increase in phone customers, offset in part
by higher levels of discounted pricing. During each of the three months ended September 30, 2010
and 2009, we gained 7,000 phone customers. As of September 30, 2010, we served 324,000 phone
customers, representing a penetration of 12.2% of our estimated marketable phone homes.
Advertising revenues rose 18.8%, primarily due to increased national and local sales, with
significant contributions from the political and automotive categories.
22
Costs and Expenses
Service costs grew 5.0%, primarily due to higher programming expenses and, to a much lesser extent,
phone service, employee and field operating expenses, offset in part by lower HSD delivery
expenses. Programming expenses rose 5.3%, principally due to higher contractual rates charged by
our programming vendors, offset in part by a lower number of video customers. Phone service costs
were 12.2% higher, mainly due to unit growth. Employee costs increased 5.8%, principally due to
greater staffing in warehouse, field audit and headend facilities. Field operating expenses rose
7.3%, largely due to lower capitalization of overhead costs resulting from reduced levels of
customer activity, a greater use of outside contractors and higher electricity and vehicle fuel
costs, offset in part by lower pole rental expenses. HSD delivery expenses fell 30.0%, principally
due to cost savings provided by the transition to an internally managed e-mail system for our
customers. Service costs as a percentage of revenues were 43.9% and 43.1% for the three months
ended September 30, 2010 and 2009, respectively.
Selling, general and administrative expenses increased 3.1%, primarily due to higher marketing, bad
debt and office expenses. Marketing costs rose 7.3%, largely as a result of a greater use of
broadcast and print advertising and higher employee costs, offset in part by lower postage costs
and a reduction in third party direct sales. Bad debt expense grew 10.0%, primarily due to
increased collection costs and higher average balances of uncollectable accounts. Office costs
increased 12.2%, mainly due to greater building rent and equipment lease expenses. Selling,
general and administrative expenses as a percentage of revenues were and 19.0% for each of the
three months ended September 30, 2010 and 2009.
Corporate expenses rose 2.4%, mainly due to greater legal and other fees, mostly offset by greater
capitalization of labor costs relating to the ongoing migration of our phone delivery system to an
in-house platform, and lower employee costs. Corporate expenses as a percentage of revenues were
2.3% for each of the three months ended September 30, 2010 and 2009.
Depreciation and amortization was 2.5% higher, principally as a result of a greater deployment of
shorter-lived customer premise equipment.
Adjusted OIBDA
Adjusted OIBDA grew 0.7%, as the increase in revenues was mostly offset by higher service costs and
selling, general and administrative expenses.
Operating Income
Operating income declined 0.9%, as higher depreciation and amortization was mostly offset by the
growth in Adjusted OIBDA.
Interest Expense, Net
Interest expense, net, decreased 3.0%, principally due to a lower average cost of debt.
Loss on Derivatives, Net
As of September 30, 2010, we had interest rate exchange agreements, or interest rate swaps, with an
aggregate notional amount of $2.6 billion, of which $1.3 billion are forward-starting interest rate
swaps. These swaps have not been designated as hedges for accounting purposes. The changes in their
mark-to-market values are derived primarily from changes in market interest rates and the decrease
in their time to maturity. As a result of the quarterly mark-to-market valuation of these interest
rate swaps based upon information provided by our counterparties, we recorded a net loss on
derivatives of $22.9 million and $5.2 for the three months ended September 30, 2010 and 2009,
respectively. Our net loss on derivatives was due to lower expectations of future market interest
rates, leading to a decline in the valuation of our interest rate swaps, mainly those that become
effective at future dates.
Loss on Early Extinguishment of Debt
Loss on early extinguishment of debt totaled $5.9 million for the three months ended September 30,
2009. This amount included the write-off of deferred financing costs associated with the
redemption of certain of our senior notes and, to a lesser extent, fees related to such redemption.
23
Other Expense, Net
Other expense, net, was $2.7 million and $2.3 million for the three months ended September 30, 2010
and 2009, respectively. During the three months ended September 30, 2010, other expense, net,
consisted of $1.4 million of legal fees, $1.1 million of revolving credit facility commitment fees
and $0.2 million of other fees. During the three months ended September 30, 2009, other expense,
net, consisted of $1.3 million of commitment fees, $0.9 million of deferred financing costs and
$0.1 million of other fees.
Benefit from (Provision for) Income Taxes
Our benefit from income taxes was $2.7 million and our provision for income taxes was $14.5 million
for the three months ended September 30, 2010 and 2009, respectively. See Note 10 in our Notes to
Consolidated Financial Statements.
Net Loss
As a result of the factors described above, we recognized net losses of $4.0 million and $10.0
million for the three months ended September 30, 2010 and 2009, respectively.
Actual Results of Operations
Nine Months Ended September 30, 2010 compared to Nine Months Ended September 30, 2009
The table below sets forth our consolidated statements of operations and Adjusted OIBDA for the
nine months ended September 30, 2010 and 2009 (dollars in thousands and percentage changes that are
not meaningful are marked NM). The following financial and operating results reflect the February
2009 divesture of certain of our cable systems in Western North Carolina, which served 25,000 basic
subscribers, 10,000 digital customers, 13,000 HSD customers and 3,000 phone customers, aggregating
51,000 RGUs. During the nine months ended September 30, 2009, such cable systems recorded revenues
of $2.7 million, service costs of $1.3 million, selling, general and administrative expenses of
$0.5 million and $0.9 million of operating income. Where the inclusion of such results in the prior
years data may affect comparisons to 2010 results, the effect of such 2009 results are referred to
as the impact of the WNC Divesture. For more information, see Note 12 in our Notes to
Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
$ Change |
|
|
% Change |
|
Revenues |
|
$ |
1,120,039 |
|
|
$ |
1,088,316 |
|
|
$ |
31,723 |
|
|
|
2.9 |
% |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
costs (exclusive of depreciation and amortization) |
|
|
483,620 |
|
|
|
463,172 |
|
|
|
20,448 |
|
|
|
4.4 |
% |
Selling, general and administrative expenses |
|
|
206,745 |
|
|
|
202,487 |
|
|
|
4,258 |
|
|
|
2.1 |
% |
Corporate expenses |
|
|
25,210 |
|
|
|
24,840 |
|
|
|
370 |
|
|
|
1.5 |
% |
Depreciation and amortization |
|
|
179,870 |
|
|
|
175,236 |
|
|
|
4,634 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
224,594 |
|
|
|
222,581 |
|
|
|
2,013 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(152,923 |
) |
|
|
(153,272 |
) |
|
|
349 |
|
|
|
(0.2 |
%) |
(Loss) gain on derivatives, net |
|
|
(63,645 |
) |
|
|
19,044 |
|
|
|
(82,689 |
) |
|
NM |
|
Gain on sale of cable systems, net |
|
|
|
|
|
|
13,781 |
|
|
|
(13,781 |
) |
|
NM |
|
Loss on early extinguishment of debt |
|
|
(1,234 |
) |
|
|
(5,899 |
) |
|
|
4,665 |
|
|
NM |
|
Other expense, net |
|
|
(5,236 |
) |
|
|
(7,115 |
) |
|
|
1,879 |
|
|
|
(26.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
1,556 |
|
|
|
89,120 |
|
|
|
(87,564 |
) |
|
|
NM |
|
Provision for income taxes |
|
|
(882 |
) |
|
|
(42,352 |
) |
|
|
41,470 |
|
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
674 |
|
|
$ |
46,768 |
|
|
$ |
(46,094 |
) |
|
|
NM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA |
|
$ |
410,133 |
|
|
$ |
403,201 |
|
|
$ |
6,932 |
|
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
24
The table below represents a reconciliation of Adjusted OIBDA to operating income, which is the
most directly comparable GAAP measure (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
$ Change |
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA |
|
$ |
410,133 |
|
|
$ |
403,201 |
|
|
$ |
6,932 |
|
|
|
1.7 |
% |
Non-cash, share-based compensation |
|
|
(5,669 |
) |
|
|
(5,384 |
) |
|
|
(285 |
) |
|
|
5.3 |
% |
Depreciation and amortization |
|
|
(179,870 |
) |
|
|
(175,236 |
) |
|
|
(4,634 |
) |
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
224,594 |
|
|
$ |
222,581 |
|
|
$ |
2,013 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
The tables below set forth our revenues, and selected subscriber, customer and average monthly
revenue statistics as of, and for, the nine months ended September 30, 2010 and 2009 (dollars in thousands,
except per subscriber data).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
$ Change |
|
|
% Change |
|
Video |
|
$ |
689,995 |
|
|
$ |
699,398 |
|
|
$ |
(9,403 |
) |
|
|
(1.3 |
%) |
HSD |
|
|
290,599 |
|
|
|
264,339 |
|
|
|
26,260 |
|
|
|
9.9 |
% |
Phone |
|
|
91,864 |
|
|
|
83,260 |
|
|
|
8,604 |
|
|
|
10.3 |
% |
Advertising |
|
|
47,581 |
|
|
|
41,319 |
|
|
|
6,262 |
|
|
|
15.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
1,120,039 |
|
|
$ |
1,088,316 |
|
|
$ |
31,723 |
|
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
Increase/ |
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
(Decrease) |
|
|
% Change |
|
Basic subscribers |
|
|
1,203,000 |
|
|
|
1,263,000 |
|
|
|
(60,000 |
) |
|
|
(4.8 |
%) |
Digital customers |
|
|
717,000 |
|
|
|
665,000 |
|
|
|
52,000 |
|
|
|
7.8 |
% |
HSD customers |
|
|
827,000 |
|
|
|
765,000 |
|
|
|
62,000 |
|
|
|
8.1 |
% |
Phone customers |
|
|
324,000 |
|
|
|
274,000 |
|
|
|
50,000 |
|
|
|
18.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RGUs |
|
|
3,071,000 |
|
|
|
2,967,000 |
|
|
|
104,000 |
|
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total
monthly revenue per
basic subscriber |
|
$ |
101.97 |
|
|
$ |
93.70 |
|
|
$ |
8.27 |
|
|
|
8.8 |
% |
Revenues increased 2.9%, primarily due to higher HSD and, to a much lesser extent, phone and
advertising revenues, offset in part by lower video revenues. Average total monthly revenue per
basic subscriber rose 8.8% to $101.97.
Video revenues declined 1.3%, largely as a result of a lower number of basic subscribers, mostly
offset by basic video rate increases and higher revenues from our digital, DVR and HDTV services.
During the nine months ended September 30, 2010, we lost 35,000 basic subscribers and gained 39,000
digital customers, as compared to a loss of 30,000 basic subscribers and a gain of 32,000 digital
customers in the prior year period, excluding the impact of the WNC Divesture.
HSD revenues grew 9.9%, principally due to the increase in HSD customers. During the nine months
ended September 30, 2010, we gained 49,000 HSD customers, as compared to an increase of 41,000 in
the prior year period, excluding the impact of the WNC Divesture.
Phone revenues were 10.3% higher, mainly due to the increase in phone customers, offset in part by
higher levels of discounted pricing. During the nine months ended September 30, 2010, we gained
37,000 phone customers, as compared to an increase of 29,000 in the prior year period, excluding
the impact of the WNC Divesture.
25
Advertising revenues rose 15.2%, primarily due to increased local and, to a lesser extent, national
sales, with significant contributions from the automotive and political categories.
Costs and Expenses
Service costs grew 4.4%, primarily due to higher programming expenses and, to a much lesser extent,
field operating, phone service and employee operating costs, offset in part by lower HSD delivery
expenses. Programming expenses increased 5.1%, principally due to higher contractual rates charged
by our programming vendors, offset in part by a lower number of video customers. Field operating
costs grew 8.3%, largely as a result of higher vehicle fuel expenses, a greater use of outside
contractors and increased fiber lease costs. Phone service costs rose 10.7%, mainly due to unit
growth. Employee operating expenses increased 4.2%, principally due to greater staffing in
warehouse, field audit and headend facilities. HSD delivery expenses fell 34.0%, principally due to
the transition to an internally managed e-mail system for our customers. Service costs as a
percentage of revenues were 43.2% and 42.6% for the nine months ended September 30, 2010 and 2009,
respectively.
Selling, general and administrative expenses were 2.1% higher, mainly due to higher marketing, bad
debt, advertising and office expenses, offset by lower employee costs. Marketing costs rose 5.3%,
primarily due to a greater use of print and broadcast advertising, offset in part by a decline in
third party direct sales and lower postage costs. Bad debt expense rose 8.2%, largely as a result
of an increase in the aging of our accounts receivable and greater collection costs. Advertising
expenses grew 6.2%, principally due to higher costs related to greater advertising sales activity.
Office costs increased 6.2%, mainly due to greater equipment rental, building rent and equipment
maintenance expenses. Employee costs declined 3.3%, primarily due to a favorable shift in employee
benefit expenses. Selling, general and administrative expenses as a percentage of revenues were
18.5% and 18.6% for the nine months ended September 30, 2010 and 2009, respectively.
Corporate expenses increased 1.5%, mainly due to greater legal and other fees, mostly offset by
greater capitalization of labor costs relating to our ongoing migration of our phone delivery
system to an in-house platform, and lower employee costs. Corporate expenses as a percentage of
revenues were 2.3% for each of the nine months ended September 30, 2010 and 2009.
Depreciation and amortization was 2.6% higher, largely as a result of greater deployment of
shorter-lived customer premise equipment, offset in part by an unfavorable comparison to the prior
year period in which we experienced write-offs related to ice storms.
Adjusted OIBDA
Adjusted OIBDA grew 1.7%, as the increase in revenues was offset in part by higher service costs
and, to a much lesser extent, selling, general and administrative expenses.
Operating Income
Operating income rose 0.9%, as the growth in Adjusted OIBDA was mostly offset by higher
depreciation and amortization.
Interest Expense, Net
Interest expense, net, was essentially flat, as a lower average cost of debt was mostly offset by
greater amortization of deferred financing costs.
(Loss) Gain on Derivatives, Net
We recorded a net loss on derivatives of $63.6 million and a net gain on derivatives of $19.0
million for the nine months ended September 30, 2010 and 2009, respectively. Our net loss on
derivatives was due to lower expectations of future market interest rates, leading to a decline in
the valuation of our interest rate swaps, mainly those that become effective at future dates.
Gain on Sale of Cable Systems, Net
For the nine months ended September 30, 2009, we recognized a gain on sale of cable systems, net,
of approximately $13.8 million related to our sale of certain cable systems in Western North
Carolina.
26
Loss on Early Extinguishment of Debt
Loss on early extinguishment of debt totaled $1.2 million for the nine months ended September 30,
2010, representing the write-off of certain deferred financing costs associated with prior
financings that were repaid during the period. For more information, see Liquidity and Capital
Resources Capital Structure New Financings. Loss on early extinguishment of debt totaled
$5.9 million for the nine months ended September 30, 2009. This amount included the write-off of
deferred financing costs associated with the redemption of certain of our senior notes and, to a
lesser extent, fees related to such redemption.
Other Expense, Net
Other expense, net, was $5.2 million and $7.1 million for the nine months ended September 30, 2010
and 2009, respectively. During the nine months ended September 30, 2010, other expense, net,
consisted of $3.1 million of revolving credit facility commitment fees, $1.6 million of legal fees
and $0.5 million of other fees. During the nine months ended September 30, 2009, other expense,
net, consisted of $3.4 million of commitment fees, $3.0 million of deferred financing costs and
$0.7 million of other fees.
Provision for Income Taxes
Our provision for income taxes was $0.9 million and $42.4 million for the nine months ended
September 30, 2010 and 2009, respectively. The provision for income taxes for each of the nine
months ended September 30, 2010 and 2009 resulted from non-cash charges related to our deferred tax
positions. See Note 10 in our Notes to Consolidated Financial Statements.
Net Income
As a result of the factors described above, we recognized net income of $0.7 million and $46.8
million for the nine months ended September 30, 2010 and 2009, respectively.
Liquidity and Capital Resources
Overview
Our net cash flows provided by operating and financing activities are used primarily to fund
network investments to accommodate customer growth and the further deployment of our advanced
products and services, as well as scheduled repayments of our external financing, repurchases of
our Class A common stock and other investments. We expect that cash generated by us or available to
us will meet our anticipated capital and liquidity needs for the foreseeable future, including
scheduled term loan maturities during the remainder of 2010 of $6.5 million and in each of the
years ending December 31, 2011 through December 31, 2014 of $26.0 million. As of September 30,
2010, our sources of liquidity included $127.9 million of cash and cash equivalents on hand and
$731.0 million of unused and available lines under our revolving credit facilities.
In the longer term, specifically 2015 and beyond, we do not expect to generate sufficient net cash
flows from operations to fund our maturing term loans and senior notes. If we are unable to obtain
sufficient future financing or, if we not able to do so on similar terms as we currently
experience, we may need to take other actions to conserve or raise capital that we would not take
otherwise. However, we have accessed the debt markets for significant amounts of capital in the
past, and expect to continue to be able to access these markets in the future as necessary.
Net Cash Flows Provided by Operating Activities
Net cash flows provided by operating activities were $246.6 million for the nine months ended
September 30, 2010, primarily due to Adjusted OIBDA of $410.1 million, offset in part by interest
expense of $152.9 million and, to a much lesser extent, a $10.4 million net change in operating
assets and liabilities. The net change in operating assets and liabilities was principally due to
an increase in prepaid expenses and other assets of $7.9 million and a decrease in accounts
payable, accrued expenses and other current liabilities of $2.6 million.
Net cash flows provided by operating activities were $245.8 million for the nine months ended
September 30, 2009, primarily due to Adjusted OIBDA of $403.2 million, offset in part by interest
expense of $153.3 million. The net change in our operating assets and liabilities was essentially
flat, largely as a result of an increase in accounts payable, accrued expenses and other current
liabilities of $6.0 million and an increase in deferred revenue of $3.2 million were mostly offset
by an increase in accounts receivable, net, of $5.3 million and an increase in prepaid expenses and
other assets of $3.9 million.
27
Net Cash Flows Used in Investing Activities
Capital expenditures continue to be our primary use of capital resources and the majority of our
net cash flows used in investing
activities. Net cash flows used in investing activities were $195.3 million for the nine months
ended September 30, 2010, as compared to $167.2 million for the prior year period. The $28.1
million increase in net cash flows used in investing activities was due to a $15.0 million
investment in restricted cash and cash equivalents and $13.1 million of greater capital spending.
The increase in capital spending largely reflects greater investments in our internal phone
platform and, to a much lesser extent, high-speed data delivery system, offset in part by reduced
outlays for network improvements and, to a lesser extent, customer premise equipment.
Net Cash Flows Used in Financing Activities
Net cash flows used in financing activities were $4.3 million for the nine months ended September
30, 2010, primarily due to financing costs of $16.5 million and other financing activities,
principally the reduction of book overdrafts, of $12.6 million, mostly offset by net borrowings of
$25.5 million under our bank credit facilities (see New Financings below).
Net cash flows used in financing activities were $75.2 million for the nine months ended September
30, 2009, principally due to the redemption of $625.0 million of senior notes and, to a lesser
extent, the cash portion of the repurchase of the Exchange Agreement totaling $110.0 million (see
Note 12 in our Notes to Consolidated Financial Statements) and $23.9 million of financing costs,
which were largely funded by the issuance of $350.0 million of senior notes and net borrowings of
$334.0 million under our bank credit facilities.
Free Cash Flow
The following table reconciles cash flows provided by operating activities to Free Cash Flow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
$
Change |
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by operating activities |
|
$ |
246,610 |
|
|
$ |
245,754 |
|
|
$ |
856 |
|
|
|
0.3 |
% |
Capital expenditures |
|
|
(180,312 |
) |
|
|
(167,153 |
) |
|
|
(13,159 |
) |
|
|
7.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Free Cash Flow |
|
$ |
66,298 |
|
|
$ |
78,601 |
|
|
$ |
(12,303 |
) |
|
|
(15.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2010, Free Cash Flow decreased 15.7%, largely as a result
of greater capital expenditures and the net change in operating assets and liabilities, offset in
part by higher Adjusted OIBDA.
Capital Structure
As of September 30, 2010, our outstanding total indebtedness was $3.391 billion, of which
approximately 63% was at fixed interest rates or subject to interest rate protection. During the
nine months ended September 30, 2010, we paid cash interest of $157.0 million, net of capitalized
interest.
Bank Credit Facilities
As of September 30, 2010, we had $3.275 billion of aggregate bank credit facilities (the credit
facilities), of which $2.541 billion was outstanding. The credit agreements governing the credit
facilities contain various covenants that, among other things, impose certain limitations on
mergers and acquisitions, consolidations and sales of certain assets, liens, the incurrence of
additional indebtedness, certain restricted payments and certain transactions with affiliates. See
Note 7 in our Notes to Consolidated Financial Statements for information regarding material
financial covenants.
As of September 30, 2010, we had no outstanding balance under our $734.5 million revolving credit
facility, with $731.0 million of unused lines after taking into account $3.5 million of
letters of credit issued under the credit facilities. As of the same date, based on the terms and
conditions of our debt arrangements, all of our unused revolving credit lines were available to be
borrowed and used for general corporate purposes. Our revolving credit commitments are scheduled
to expire in the amounts of $79.0 million, $430.3 million and $225.2 million on September 30, 2011,
December 31, 2012 and December 31, 2014, respectively, and are not subject to scheduled reductions
prior to maturity.
28
New Financings
On April 23, 2010, we completed new financings that provided for new term loans under our existing
credit facilities in an aggregate principal amount of $850 million. The new term loans mature in
October 2017, and beginning on September 30, 2010, will be subject to quarterly reductions of
0.25%, with a final payment at maturity representing 92.75% of the original principal amount. The
net proceeds of these new term loans were largely used to repay certain existing term loans and the
full balance of outstanding revolving credit loans under our credit facilities. On the same date,
we also reduced the total revolving credit commitments under our revolving credit facilities from
$830.3 million to $734.5 million, while extending the termination date with respect to $225.2
million of such commitments to December 31, 2014. As a result of these transactions, we believe our
overall liquidity position has strengthened. See Note 7 in our Notes to Consolidated Financial
Statements for further information on the new financings.
Interest Rate Swaps
We use interest rate exchange agreements, or interest rate swaps, in order to fix the rate of the
applicable Eurodollar portion of debt under the credit facilities to reduce the potential
volatility in our interest expense that would otherwise result from changes in market interest
rates. As of September 30, 2010, we had interest rate swaps with various banks pursuant to which
the interest rate on $1.3 billion of floating rate debt was fixed at a weighted average rate of
3.2%. We also had $1.3 billion of forward starting interest rate swaps with a weighted average
fixed rate of approximately 3.3%, of which $0.5 billion, $0.2 billion and $0.6 billion commence
during the years ended December 31, 2010, 2011 and 2012, respectively. Including the effects of
such interest rate swaps, the average interest rates on outstanding debt under our bank credit
facilities as of September 30, 2010 and 2009 were 4.7% and 4.6%, respectively.
Senior Notes
As of September 30, 2010, we had $850.0 million of senior notes outstanding. The indentures
governing our senior notes also contain various covenants, though they are generally less
restrictive than those found in our credit facilities. Such covenants restrict our ability, among
other things, make certain distributions, investments and other restricted payments, sell certain
assets, to make restricted payments, create certain liens, merge, consolidate or sell substantially
all of our assets and enter into certain transactions with affiliates. See Note 7 in our Notes to
Consolidated Financial Statements for information regarding material financial covenants.
Covenant Compliance and Debt Ratings
For all periods through September 30, 2010, we were in compliance with all of the covenants under
the credit facilities and senior note arrangements. There are no covenants, events of default,
borrowing conditions or other terms in the credit facilities or senior note arrangements that are
based on changes in our credit rating assigned by any rating agency. We do not believe that we will
have any difficulty complying with any of the applicable covenants in the foreseeable future.
Our future access to the debt markets and the terms and conditions we receive are influenced by our
debt ratings. Our corporate credit ratings are B1, with a stable outlook, by Moodys, and B+, with
a stable outlook, by Standard and Poors. Any future downgrade to our credit ratings could result
in higher interest rates on future debt issuance than we currently experience, or adversely impact
our ability to raise additional funds.
Contractual Obligations and Commercial Commitments
Other
than the items noted above in Capital Structure New Financings, there have been no
material changes to our contractual obligations and commercial commitments as previously disclosed
in our annual report on Form 10-K for the year ended December 31, 2009.
29
The following table updates our contractual obligations and commercial commitments for debt and
interest expense after giving effect to the new financings, which occurred in the second quarter of
2010, and the effects they are expected to have on our liquidity and cash flow, for the five years
subsequent to June 30, 2010 and thereafter (dollars in thousands)*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Debt |
|
|
Expense (1) |
|
|
Total |
|
July 1, 2010 to June 30, 2011 |
|
$ |
26,000 |
|
|
$ |
193,319 |
|
|
$ |
219,319 |
|
July 1, 2011 to June 30, 2013 |
|
|
52,000 |
|
|
|
373,445 |
|
|
|
425,445 |
|
July 1, 2013 to June 30, 2015 |
|
|
1,378,750 |
|
|
|
315,197 |
|
|
|
1,693,947 |
|
Thereafter |
|
|
1,940,250 |
|
|
|
200,113 |
|
|
|
2,140,363 |
|
|
|
|
|
|
|
|
|
|
|
Total cash obligations |
|
$ |
3,397,000 |
|
|
$ |
1,082,074 |
|
|
$ |
4,479,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Refer to Note 7 in our Notes to Consolidated Financial Statements for a discussion of the new
financings. The amounts included in the table herein reflect our contractual obligations and
commercial commitments as of June 30, 2010. |
|
(1) |
|
Interest payments on floating rate debt and interest rate swaps are estimated using
amounts outstanding, and scheduled amortizations, as of June 30, 2010 and the average interest
rates applicable under such debt obligations. |
Critical Accounting Policies
The preparation of our financial statements requires us to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. Periodically, we evaluate our estimates, including those
related to doubtful accounts, long-lived assets, capitalized costs and accruals. We base our
estimates on historical experience and on various other assumptions that we believe are reasonable.
Actual results may differ from these estimates under different assumptions or conditions. We
believe that the application of the critical accounting policies requires significant judgments and
estimates on the part of management. For a summary of our critical accounting policies, please
refer to our annual report on Form 10-K for the year ended December 31, 2009.
Goodwill and Other Intangible Assets
In accordance with the Financial Accounting Standards Boards Accounting Standards Codification No.
350 Intangibles Goodwill and Other (ASC 350), the amortization of goodwill and indefinite-lived intangible assets is prohibited
and requires such assets to be tested annually for impairment, or more frequently if impairment
indicators arise. We have determined that our cable franchise rights and goodwill are
indefinite-lived assets and therefore not amortizable.
We directly assess the value of cable franchise rights for impairment under ASC 350 by utilizing a
discounted cash flow methodology. In performing an impairment test in accordance with ASC 350, we
make assumptions, such as future cash flow expectations, unit growth, competition, industry
outlook, capital expenditures, and other future benefits related to cable franchise rights, which
are consistent with the expectations of buyers and sellers of cable systems in determining fair
value. If the determined fair value of our cable franchise rights is less than the carrying amount
on the financial statements, an impairment charge would be recognized for the difference between
the fair value and the carrying value of such assets.
Goodwill impairment is determined using a two-step process. The first step compares the fair value
of a reporting unit with our carrying amount, including goodwill. If the fair value of a reporting
unit exceeds our carrying amount, goodwill of the reporting unit is considered not impaired and the
second step is unnecessary. If the carrying amount of a reporting unit exceeds our fair value, the
second step is performed to measure the amount of impairment loss, if any. The second step compares
the implied fair value of the reporting units goodwill, calculated using the residual method, with
the carrying amount of that goodwill. If the carrying amount of the goodwill exceeds the implied
fair value, the excess is recognized as an impairment loss. We have determined that we have two
reporting units for the purpose of applying ASC 350, Mediacom Broadband and Mediacom LLC. Our most
recently completed annual impairment test was conducted as of October 1, 2009, and we will be
conducting our next annual impairment test as of October 1, 2010.
The economic conditions currently affecting the U.S. economy and the long-term impact on the
fundamentals of our business may have a negative impact on the fair values of the assets in our
reporting units. This may result in the recognition of an impairment loss in the future.
30
Because we believe there has not been a meaningful change in the long-term fundamentals of our
business during the first nine months of 2010, we have determined that there has been no triggering
event under ASC 350, and as such, no interim impairment test was required as of September 30, 2010.
Inflation and Changing Prices
Our systems costs and expenses are subject to inflation and price fluctuations. Such changes in
costs and expenses can generally be passed through to subscribers. Programming costs have
historically increased at rates in excess of inflation and are expected to continue to do so. We
believe that under the Federal Communications Commissions existing cable rate regulations we may
increase rates for cable television services to more than cover any increases in programming.
However, competitive conditions and other factors in the marketplace may limit our ability to
increase our rates.
|
|
|
ITEM 3. |
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There have been no significant changes to the information required under this Item from what was
disclosed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
ITEM 4. |
|
CONTROLS AND PROCEDURES |
Under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end
of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures were effective as of
September 30, 2010.
There has not been any change in our internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act) during the quarter ended September 30, 2010 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
31
PART II
|
|
|
ITEM 1. |
|
LEGAL PROCEEDINGS |
See Note 9 in our Notes to Consolidated Financial Statements.
There have been no material changes in our risk factors from those disclosed in our Annual Report
on Form 10-K for the year ended December 31, 2009.
|
|
|
ITEM 2. |
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Not applicable.
|
|
|
ITEM 3. |
|
DEFAULT UPON SENIOR SECURITIES |
Not applicable.
|
|
|
ITEM 5. |
|
OTHER INFORMATION |
Not applicable.
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
31.1 |
|
|
Rule 13a-14(a) Certifications |
|
32.1 |
|
|
Section 1350 Certifications |
32
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.
|
|
|
|
|
|
MEDIACOM COMMUNICATIONS CORPORATION
|
|
November 8, 2010 |
By: |
/s/ Mark E. Stephan
|
|
|
|
Mark E. Stephan |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
33
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
31.1 |
|
|
Rule 13a-14(a) Certifications |
|
32.1 |
|
|
Section 1350 Certifications |
34
Exhibit 31.1
Exhibit 31.1
CERTIFICATIONS
I, Rocco B. Commisso, certify that:
(1) I have reviewed this report on Form 10-Q of Mediacom Communications Corporation;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
(3) Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
(5) The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
|
|
|
|
|
November 8, 2010 |
By: |
/s/ Rocco B. Commisso
|
|
|
|
Rocco B. Commisso |
|
|
|
Chairman and Chief Executive Officer |
|
|
CERTIFICATIONS
I, Mark E. Stephan, certify that:
(1) I have reviewed this report on Form 10-Q of Mediacom Communications Corporation;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
(3) Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
(5) The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
|
|
|
|
|
November 8, 2010 |
By: |
/s/ Mark E. Stephan
|
|
|
|
Mark E. Stephan |
|
|
|
Executive Vice President and Chief Financial Officer |
|
Exhibit 32.1
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Mediacom Communications Corporation (the Company) on
Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange
Commission on the date hereof (the Report), Rocco B. Commisso, Chairman and Chief Executive
Officer and Mark E. Stephan, Executive Vice President and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2002, that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and,
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
|
|
|
|
|
November 8, 2010 |
By: |
/s/ Rocco B. Commisso
|
|
|
|
Rocco B. Commisso |
|
|
|
Chairman and Chief Executive Officer |
|
|
|
By: |
/s/ Mark E. Stephan
|
|
|
|
Mark E. Stephan |
|
|
|
Executive Vice President and Chief Financial Officer |
|