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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2005
MEDIACOM BROADBAND LLC
MEDIACOM BROADBAND CORPORATION
| Delaware | 333-72440 | 06-1615412 | ||
| Delaware | 333-72440-01 | 06-1630167 | ||
| (State of incorporation) | (Commission File No.) | (IRS Employer Identification Nos.) |
100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)
Registrant’s telephone number: (845) 695-2600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01 Other Events | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| EX-12: SCHEDULE OF RATIO OF EARNINGS TO FIXED CHARGES | ||||||||
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Item 8.01 Other Events
The table below sets forth the ratio of earnings to fixed charges, which is derived from:
| • | the audited financial statements of Mediacom Systems (“Predecessor Company”) for the year ended December 31, 2000 and for the period January 1, 2001 through July 18, 2001; and | |||
| • | the audited consolidated financial statements of Mediacom Broadband LLC for the period from Registrant’s inception on April 5, 2001 through December 31, 2001 and for each of the years ended December 31, 2002 through 2004. | |||
| Mediacom Broadband LLC | Predecessor Company | |||||||||||||||||||||||||
| Inception | ||||||||||||||||||||||||||
| (April 5, 2001) | Period from | |||||||||||||||||||||||||
| Year Ended | Year Ended | Year Ended | through | January 1 | Year Ended | |||||||||||||||||||||
| December 31, | December 31, | December 31, | December 31, | through July 18, | December 31, | |||||||||||||||||||||
| 2004 | 2003 | 2002 | 2001 | 2001 | 2000 | |||||||||||||||||||||
Ratio of
earnings to fixed charges. |
1.15 | — | (a) | — | (b) | — | (c) | n/a | (d) | n/a | (d) | |||||||||||||||
| (a) | The dollar amount of the deficiency of earnings over fixed charges was $11 million for the year ended December 31, 2003. | |||
| (b) | The dollar amount of the deficiency of earnings over fixed charges was $49 million for the year ended December 31, 2002. | |||
| (c) | The dollar amount of the deficiency of earnings over fixed charges was $59 million for the period of April 5, 2001 through December 31, 2001. | |||
| (d) | For all periods presented prior to Registrant’s inception on April 5, 2001, the Predecessor Company operated as a fully integrated unit of AT&T Broadband, LLC and no debt or interest expense was allocated to these operations. As such, the ratio of earnings to fixed charges was not presented for these periods. | |||
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired — None | |||
| (b) | Pro Forma Financial Information — None | |||
| (c) | Exhibits: | |||
| Exhibit No. | Description | |
12
|
Schedule of Ratio of Earnings to Fixed Charges |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 24, 2005 |
|||||
| Mediacom Broadband LLC | |||||
| By: | /s/ Mark E. Stephan | ||||
| Mark E. Stephan Executive Vice President, Chief Financial Officer and Treasurer |
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Dated: May 24, 2005 |
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| Mediacom Broadband Corporation | |||||
| By: | /s/ Mark E. Stephan | ||||
| Mark E. Stephan Treasurer and Secretary |
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Exhibit 12
Mediacom Broadband LLC
Schedule of Ratio of Earnings to Fixed Charges
| Inception | ||||||||||||||||
| (April 5, 2001) | ||||||||||||||||
| Year ended | through | |||||||||||||||
| 12/31/2004 | 12/31/2003 | 12/31/2002 | December 31, 2001 | |||||||||||||
| (in thousands, except ratio amounts) | ||||||||||||||||
Earnings: |
||||||||||||||||
Net income (loss) before income taxes |
34,852 | 10,082 | (27,244 | ) | (50,586 | ) | ||||||||||
Interest expense, net |
86,125 | 82,536 | 76,790 | 41,430 | ||||||||||||
Amortization of capitalized interest |
695 | 503 | 114 | — | ||||||||||||
Amortization of debt issuance costs |
2,099 | 2,365 | 2,248 | 1,086 | ||||||||||||
Interest component of rent expense (a) |
2,137 | 2,086 | 1,687 | 1,076 | ||||||||||||
Earnings available for fixed charges |
125,908 | 97,572 | 53,595 | (6,994 | ) | |||||||||||
Fixed Charges: |
||||||||||||||||
Interest expense, net |
86,125 | 82,536 | 76,790 | 41,430 | ||||||||||||
Capitalized interest |
1,270 | 3,425 | 4,056 | 308 | ||||||||||||
Amortization of debt issuance costs |
2,099 | 2,365 | 2,248 | 1,086 | ||||||||||||
Interest component of rent expense (a) |
2,137 | 2,086 | 1,687 | 1,076 | ||||||||||||
Preferred dividends |
18,000 | 18,000 | 18,000 | 8,120 | ||||||||||||
Total fixed charges |
109,631 | 108,412 | 102,781 | 52,020 | ||||||||||||
Ratio of earnings to fixed charges |
1.15 | — | — | — | ||||||||||||
Deficiency of earnings over fixed charges |
$ | — | $ | (10,840 | ) | $ | (49,186 | ) | $ | (59,014 | ) | |||||
| (a) | One-third of rent expense is the portion deemed representative of the interest factor. |