Document and Entity Information
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6 Months Ended |
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Jun. 30, 2011
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Document and Entity Information [Abstract] | |
Entity Registrant Name | MEDIACOM LLC |
Entity Central Index Key | 0001064116 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2011 |
Amendment Flag | false |
Document Fiscal Year Focus | 2011 |
Document Fiscal Period Focus | Q2 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
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If the value is true, then the document as an amendment to previously-filed/accepted document. No definition available.
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End date of current fiscal year in the format --MM-DD. No definition available.
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This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements this will be the filing date. The format of the date is CCYY-MM-DD. No definition available.
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The type of document being provided (such as 10-K, 10-Q, N-1A, etc). The document type should be limited to the same value as the supporting SEC submission type. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, NCSR, N-Q, and Other. No definition available.
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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, or (4) Smaller Reporting Company. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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Other assets, net of accumulated amortization of $6,231 and $4,240 No definition available.
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- Definition
Prepaid expenses and other current assets. No definition available.
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Unrestricted cash available for day-to-day operating needs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. This caption alerts the reader that one or more notes to the financial statements disclose pertinent information about the entity's commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate of par value plus amounts in excess of par value or issuance value (in cases of no-par value stock) for common stock held by shareholders. Aggregate value for common stock issued and outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment losses recognized. No definition available.
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- Definition
The aggregate sum of gross carrying value of a major finite-lived intangible asset class, less accumulated amortization and any impairment charges. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Carrying amount as of the balance sheet date, which is the cumulative amount paid, adjusted for any amortization recognized prior to adoption of FAS 142 and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Carrying amount (original costs adjusted for previously recognized amortization and impairment) as of the balance sheet date for the rights acquired through a franchise arrangement having an indefinite period of benefit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. No definition available.
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- Definition
Total of all Liabilities and Stockholders' Equity items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of the portions of the carrying amounts as of the balance sheet date of long-term debt, which may include notes payable, bonds payable, debentures, mortgage loans, and commercial paper, which are scheduled to be repaid within one year or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying values as of the balance sheet date of all long-term debt, which is debt initially having maturities due after one year from the balance sheet date or beyond the operating cycle, if longer, but excluding the portions thereof scheduled to be repaid within one year (current maturities) or the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Aggregate carrying amount, as of the balance sheet date, of noncurrent obligations not separately disclosed in the balance sheet due to materiality considerations. Noncurrent liabilities are expected to be paid after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, and production equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. For a classified balance sheet represents the current portion only (the noncurrent portion has a separate concept); there is a separate and distinct element for unclassified presentations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Stockholders' Equity (deficit) items, net of receivables from officers, directors owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2011
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Dec. 31, 2010
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CURRENT ASSETS | ||
Allowance for doubtful accounts | $ 1,486 | $ 1,228 |
Accumulated depreciation | 1,264,270 | 1,211,315 |
Accumulated amortization on subscriber lists | 117,981 | 117,781 |
Accumulated amortization on other assets | $ 6,231 | $ 4,240 |
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- Definition
Accumulated amortization on other assets No definition available.
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- Definition
The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
A valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The accumulated amount of amortization of a major finite-lived intangible asset class. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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Consolidated Statements of Operations [Abstract] | ||||
Revenues | $ 170,755 | $ 163,739 | $ 337,062 | $ 323,639 |
Costs and expenses: | ||||
Service costs (exclusive of depreciation and amortization) | 74,455 | 73,243 | 151,016 | 144,503 |
Selling, general and administrative expenses | 28,652 | 27,322 | 56,193 | 53,736 |
Management fee expense | 2,847 | 3,046 | 5,928 | 6,015 |
Depreciation and amortization | 29,341 | 27,309 | 58,573 | 54,210 |
Operating income | 35,460 | 32,819 | 65,352 | 65,175 |
Interest expense, net | (24,424) | (23,585) | (49,435) | (45,430) |
Loss on derivatives, net | (8,830) | (14,423) | (1,128) | (20,884) |
Loss on early extinguishment of debt | (1,234) | (1,234) | ||
Investment income from affiliate | 4,500 | 4,500 | 9,000 | 9,000 |
Other expense, net | (535) | (666) | (1,091) | (1,418) |
Net income (loss) | $ 6,171 | $ (2,589) | $ 22,698 | $ 5,209 |
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- Definition
The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate net gain (loss) on all derivative instruments recognized in earnings during the period, before tax effects. No definition available.
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- Definition
Amount represents the difference between the fair value of the payments made and the carrying amount of the debt at the time of its extinguishment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Income derived from investments in debt and equity securities and on cash and cash equivalents. Interest income represents earnings which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Dividend income represents a distribution of earnings to shareholders by investee companies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Definition
The net amount of other nonoperating income and expense, which does not qualify for separate disclosure on the income statement under materiality guidelines. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate costs related to delivering management services during the reporting period. No definition available.
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- Definition
The component of interest expense comprised of the periodic charge against earnings over the life of the financing arrangement to which such costs relate. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits should not be reported as cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change between the beginning and ending balance of cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate net gain (loss) on all derivative instruments recognized in earnings during the period, before tax effects. No definition available.
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- Definition
Amount represents the difference between the fair value of the payments made and the carrying amount of the debt at the time of its extinguishment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change during the reporting period in the aggregate amount of obligations due within one year (or one business cycle). This may include trade payables, amounts due to related parties, royalties payable, and other obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change during the reporting period, excluding the portion taken into income, in the liability reflecting services yet to be performed by the reporting entity for which cash or other forms of consideration was received or recorded as a receivable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change during the reporting period in other operating obligations not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change during the reporting period in the value of this group of assets within the working capital section. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow (outflow) for the net change associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of cash paid during the current period for interest owed on money borrowed, net of interest capitalized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow (outflow) from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow (outflow) from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow from any dividend or other distribution in cash with respect to any shares of, or other ownership interest in, an entity, except a dividend consisting of distribution of earnings or stock dividend or pro rata stock split. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from parent as a source of financing that is recorded as additional paid in capital. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from other borrowings not otherwise defined in the taxonomy (with maturities initially due beyond one year or the normal operating cycle of the entity, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow (outflow) from other financing activities. This element is used when there is not a more specific and appropriate element in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow for borrowing not otherwise defined in the taxonomy (with maturities initially due after one year or beyond the operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock options, amortization of restricted stock, and adjustment for officers compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Organization
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6 Months Ended |
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Jun. 30, 2011
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Organization [Abstract] | |
ORGANIZATION |
1. ORGANIZATION
Basis of Preparation of Unaudited Consolidated Financial Statements
Mediacom LLC (“Mediacom LLC” and collectively with its subsidiaries, “we,” “our” or “us”), a New
York limited liability company wholly-owned by Mediacom Communications Corporation (“MCC”), is
involved in the acquisition and operation of cable systems serving smaller cities and towns in the
United States. Our principal operating subsidiaries conduct all of our consolidated operations and
own substantially all of our consolidated assets. Our operating subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to make funds available to
us.
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, 2010. 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.
Mediacom Capital Corporation (“Mediacom Capital”), a New York corporation wholly-owned by us,
co-issued, jointly and severally with us, public debt securities. Mediacom Capital has no
operations, revenues or cash flows and has no assets, liabilities or stockholders’ equity on its
balance sheet, other than a one-hundred dollar receivable from an affiliate and the same dollar
amount of common stock. Therefore, separate financial statements have not been presented for this
entity.
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 $3.2 million for each of the
three months ended June 30, 2011 and 2010, and approximately $6.4 million and $6.3 million for the
six months ended June 30, 2011 and 2010, 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.
Reclassifications
Certain reclassifications have been made to prior year amounts to conform to the current year
presentation.
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Description containing the entire organization, consolidation and basis of presentation of financial statements disclosure. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Recently Issued Accounting Pronouncements
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Jun. 30, 2011
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Recently Issued Accounting Pronouncements [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2010, FASB issued Accounting Standards Update 2010-28 (“ASU 2010-28”) — When to
Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying
Amounts (a consensus of the FASB Emerging Issues Task Force). The amendments to ASC 350 -
Intangibles—Goodwill and Other in ASU 2010-28 affect all entities that have recognized goodwill
and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the
goodwill impairment test is zero or negative. The amendments modify Step 1 so that for those
reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is
more likely than not that a goodwill impairment exists. In determining whether it is more likely
than not that a goodwill impairment exists, an entity should consider whether there are any adverse
qualitative factors indicating that an impairment may exist. The qualitative factors are consistent
with existing guidance, which requires that goodwill of a reporting unit be tested for impairment
between annual tests if an event occurs or circumstances change that would more likely than not
reduce the fair
value of a reporting unit below its carrying amount. We adopted ASU 2010-28 as of January 1, 2011.
The adoption of ASU 2010-28 did not have a material impact on our financial statements.
In January 2010, the FASB issued Accounting Standards Update No. 2010-06 (“ASU 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. The adoption of this ASU did not have a material impact on our financial statements or
related disclosures.
In May 2011, the FASB issued Accounting Standards Update No. 2011-04 (“ASU 2011-04”),
Fair Value Measurement (Topic 820) - Amendments to Achieve Common
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and
IFRSs, which provides a converged framework for fair value measurements and related disclosures between generally accepted accounting principles in the
U.S. and International Financial Reporting Standards. ASU 2011-04 amends the fair value measurement and disclosure guidance in the following
areas: (i) Highest-and-best use and the valuation-premise concepts for non-financial assets, (ii) application to financial assets and liabilities
with offsetting positions in market or counterparty credit risk, (iii) premiums or discounts in fair value measurement, (iv) fair value measurements
for amounts classified in equity; and, (v) other disclosure requirements particularly involving Level 3 inputs. This guidance will be effective for
us as of January 1, 2012. We do not expect that ASU 2011-04 will have a material impact on our financial statements or related disclosures.
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Represents disclosure of any changes in an accounting principle, including a change from one generally accepted accounting principle to another generally accepted accounting principle when there are two or more generally accepted accounting principles that apply or when the accounting principle formerly used is no longer generally accepted. Also disclose any change in the method of applying an accounting principle, or any change in an accounting principle required by a new pronouncement in the unusual instance that a new pronouncement does not include specific transition provisions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Fair Value
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Fair Value [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE |
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 June 30, 2011. 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:
As of June 30, 2011, our interest rate exchange agreement liabilities, net, were valued at $39.0
million using Level 2 inputs, as follows:
As of December 31, 2010, our interest rate exchange agreement liabilities, net, were valued at
$37.9 million using Level 2 inputs, as follows:
The fair value of our interest rate exchange agreements 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 June 30, 2011, based upon mark-to- market valuation, we
recorded on our consolidated balance sheet, a long-term asset of $0.6 million, an accumulated
current liability of $18.3 million and an accumulated long-term liability of approximately $21.4
million. As of December 31, 2010, based upon mark-to-market valuation, we recorded on our
consolidated balance sheet a long-term asset of $2.2 million, an accumulated current liability of
$20.5 million and an accumulated long-term liability of $19.6 million. As a result of the
mark-to-market valuations on these interest rate exchange agreements, we recorded a net loss on
derivatives of $8.8 million and $14.4 million for the three months ended June 30, 2011 and 2010,
respectively. As a result of the mark-to-market valuations on these interest rate exchange
agreements, we recorded a net loss on derivatives of $1.1 million and $20.9 million for the six
months ended June 30, 2011 and 2010, respectively.
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This item represents the complete disclosure regarding the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the Company is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risk is are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Property, Plant and Equipment
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY, PLANT AND EQUIPMENT |
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (dollars in thousands):
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Disclosure of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, building and production equipment. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures. This element may be used as a single block of text to include the entire PPE disclosure, including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Accounts Payable, Accrued Expenses and Other Current Liabilities
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Accounts Payable, Accrued Expenses and Other Current Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities consisted of the following
(dollars in thousands):
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ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES No definition available.
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Debt
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DEBT |
6. DEBT
Debt consisted of the following (dollars in thousands):
Bank Credit Facility
As of June 30, 2011, we maintained a $1.467 billion bank credit facility (the “credit facility”),
comprised of:
As of June 30, 2011, we had $207.4 million of unused revolving credit commitments, after giving
effect to $87.4 million of outstanding loans and $9.4 million of letters of credit issued to
various parties as collateral, all of which were unused and available to be borrowed and used for
general corporate purposes.
The credit agreement governing the credit facility requires us to maintain a senior leverage ratio
(as defined) of no more than 6.0 to 1.0 and an interest coverage ratio (as defined) of no less than
2.0 to 1.0. For all periods through June 30, 2011, we were in compliance with all of the covenants
under the credit agreement and, as of June 30, 2011, our senior leverage ratio and interest
coverage ratio were 4.4 to 1.0 and 2.8 to 1.0, respectively.
Interest Rate Exchange Agreements
We use interest rate exchange agreements, or interest rate swaps, with various banks that fixes the
variable portion of borrowings under the credit facility. We believe this reduces 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 six months ended June
30, 2011, and 2010. As of June 30, 2011:
As of June 30, 2011, the average interest rate on outstanding borrowings under the credit facility,
including the effect of our interest rate swaps, was 4.9%, as compared to 5.2% as of the same date
last year.
Senior Notes
As of June 30, 2011, we had $350.0 million of senior notes outstanding. The indenture governing
our senior notes requires a total leverage ratio (as defined) of no more than 8.5 to 1.0. As of
June 30, 2011, we were in compliance with all of the covenants under the indenture, and our total
leverage ratio was 5.8 to 1.0.
Debt Ratings
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 Moody’s, and B+, with
a stable outlook, by Standard and Poor’s. 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.
There are no covenants, events of default, borrowing conditions or other terms in our credit
agreement or senior note indenture that are based on changes in our credit rating assigned by any
rating agency.
Fair Value
As of June 30, 2011, the fair values of our senior notes and outstanding debt under our credit
facility are as follows (dollars in thousands):
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This element may be used as a single block of text to encapsulate the entire disclosure for long-term borrowings including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Members' Deficit
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Members' Deficit [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MEMBERS' DEFICIT |
7. MEMBERS’ DEFICIT
Going Private Transaction
On November 12, 2010, MCC entered into an Agreement and Plan of Merger (the “Merger Agreement”), by
and among MCC, JMC Communications LLC (“JMC”) and Rocco B. Commisso, MCC’s founder, Chairman and
Chief Executive Officer, who was also the sole member and manager of JMC, for the purpose of taking
MCC private (the “Going Private Transaction”).
At a special meeting of stockholders on March 4, 2011, MCC’s stockholders voted to adopt the Merger
Agreement. On the same date, JMC was merged with and into MCC, with MCC continuing as the surviving
corporation, a private company that is wholly-owned by Mr. Commisso (the “Merger”).
As a result of the Merger, (i) each outstanding share of MCC’s common stock (other than shares held
by Mr. Commisso and his affiliates) was converted into the right to receive promptly after the
Merger $8.75 in cash and (ii) each vested option held by an employee of MCC (other than Mr.
Commisso) and each vested option and each unvested option and restricted stock unit held by a
non-employee director of MCC was converted into the right to receive promptly after the Merger a
cash payment calculated in accordance with the terms of the Merger Agreement. In addition, each
unvested option and restricted stock unit held by an employee of MCC (other than Mr. Commisso) was
converted into the right to receive upon vesting a cash payment calculated in accordance with the
terms of the Merger Agreement. As a result of the Merger, MCC terminated all of its share-based
compensation plans including its employee stock purchase plan and other plans which granted stock
options and restricted stock units.
The Going Private Transaction required funding of approximately $381.5 million, including related
transaction expenses, and was funded, in part, by capital distributions to MCC from us, consisting
of $100.0 million of borrowings under our revolving credit facility and $36.5 million of cash on
hand. The balance was funded by Mediacom Broadband LLC, another wholly-owned subsidiary of MCC.
Deferred Compensation
For the three and six months ended June 30, 2011, we recorded $0.2 million and $0.4 million,
respectively, of deferred compensation expense (formerly share-based compensation expense). This
represents the recognition of expenses incurred (based upon terms of the Merger Agreement) for (i)
the unvested stock options and restricted stock units under the former share-based compensation
plans at their original grant-date fair value and (ii) adjustments to recognize the right to
receive $8.75 in cash. In addition, this amount includes the recognition of new, cash-based
deferred compensation awarded in 2011 which has vesting attributes similar to the former
share-based awards.
Total share-based compensation for the three and six months ended June 30, 2010 (prior to the Going
Private Transaction) was as follows (dollars in thousands):
Employee Stock Purchase Plan
Under MCC’s former employee stock purchase plan, all employees were allowed to participate in the
purchase of shares of MCC’s Class A common stock at a 15% discount on the date of the allocation.
As a result of the Going Private Transaction, the employee stock purchase plan terminated in March
2011. The net employee proceeds were $0 and approximately $0.1 million for the three months ended
June 30, 2011 and 2010, respectively. The net employee proceeds were approximately $0.1 million
for each of the six months ended June 30, 2011 and 2010.
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Disclosures related to accounts comprising shareholders' equity, including other comprehensive income. Includes: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables; effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Investment In Affiliated Company
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6 Months Ended |
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Jun. 30, 2011
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Investment In Affiliated Company [Abstract] | |
INVESTMENT IN AFFILIATED COMPANY |
8. INVESTMENT IN AFFILIATED COMPANY
We have a $150 million preferred equity investment in Mediacom Broadband LLC (“Mediacom
Broadband”), a wholly owned subsidiary of MCC. The preferred equity investment has a 12% annual
cash dividend, payable quarterly. During each of the three months ended June 30, 2011 and 2010, we
received $4.5 million in cash dividends on the preferred equity. During each of the six months
ended June 30, 2011 and 2010, we received $9.0 million in cash dividends on the preferred equity.
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This item represents disclosure of information related to equity method investments in common stock. The information which should be considered for disclosure includes: (a) the name of each investee or group of investments for which combined disclosure is appropriate, (2) the percentage ownership of common stock, (3) the difference, if any, between the carrying amount of an investment and the value of the underlying equity in the net assets and the accounting treatment of difference, if any, and (4) the aggregate value of each identified investment based on its quoted market price, if available. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Related Party Transactions
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6 Months Ended |
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Jun. 30, 2011
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Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS |
9. RELATED PARTY TRANSACTIONS
See Note 7 for more information about the Going Private Transaction between MCC and MCC’s Chairman
and Chief Executive Officer, Rocco B. Commisso.
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- Definition
This element may be used for the entire related party transactions disclosure as a single block of text. Disclosure may include: the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments and Contingencies
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6 Months Ended |
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Jun. 30, 2011
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Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES |
10. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Gary Ogg and Janice Ogg v. Mediacom LLC
We are 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 we, 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 could not at
that 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.
On April 22, 2011, the Circuit Court of Clay County, Missouri issued an opinion and order
decertifying the class in this putative class action. A notice of appeal was filed by the
plaintiff on May 2, 2011 regarding the court’s decertification of the class and the court’s refusal
to award prejudgment interest on the Gary and Janice Ogg judgment. We will vigorously defend this
appeal as well as any claims made by the other members of the purported class.
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, if the decision of the Circuit Court of Clay County, Missouri is reversed, 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. We have tendered
the lawsuit to our insurance carrier for defense and indemnification. The carrier has agreed to
defend us under a reservation of rights, and a declaratory judgment action is pending regarding the
carrier’s defense and coverage responsibilities.
Jim Knight v. Mediacom Communications Corp.
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 MCC is 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 MCC and rented a cable box distributed by MCC. The
plaintiff alleges that MCC improperly “ties” 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. MCC was served
with the complaint on April 16, 2010. On August 8, 2011 Mr. Knight dismissed his claim with
prejudice and the case was closed.
Mediacom Communications Shareholders Litigation
Between June 3, 2010 and June 10, 2010, three purported class actions lawsuits were filed against
MCC and its individual directors, including Mr. Commisso, all in the Court of Chancery of the State
of Delaware (which we refer to as the “Delaware Court”), 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 were subsequently consolidated for all purposes in the Delaware Court of Chancery
under the caption In Re Mediacom Communications Corporation Shareholders Litigation. On January 4,
2011, a Second Verified Consolidated Amended Class Action Complaint was filed that alleged, among
other things, that the defendant directors breached their fiduciary duties to the stockholders of
MCC in connection with Mr. Commisso’s proposal to take MCC private, including among other things
their fiduciary duty of disclosure, and that MCC, Mr. Commisso and JMC Communications LLC aided and
abetted such breaches. The plaintiffs sought injunctive relief, rescission of the transaction or
rescissory damages, and an accounting of all damages.
On November 18, 2010, another purported class action lawsuit was filed against MCC and its
individual directors, including Mr. Commisso, in the Supreme Court of the State of New York, Orange
County, under the caption Wendy Kwait v. Mediacom Communications Corporation, et al. The lawsuit
alleged, among other things, that the director defendants breached their fiduciary duties to the
stockholders of MCC in connection with Mr. Commisso’s proposal to take MCC private and that MCC and
Mr. Commisso aided and abetted such breaches. The plaintiffs sought injunctive relief, rescission
of the transaction or rescissory damages.
On November 29, 2010, another purported class action lawsuit was filed against MCC and its
individual directors, including Mr. Commisso, in the United States District Court for the Southern
District of New York, under the caption Thomas Turberg v. Mediacom Communications Corporation, et
al. The lawsuit alleged, among other things, that the director defendants breached their fiduciary
duties to the stockholders of MCC in connection with Mr. Commisso’s proposal to take MCC private
and that MCC and JMC Communications LLC aided and abetted such breaches. The plaintiffs sought
injunctive relief and damages.
On December 10, 2010, another purported class action lawsuit was filed against MCC and its
individual directors, including Mr. Commisso, in the United States District Court for the Southern
District of New York, under the caption Ella Mae Pease v. Rocco Commisso, et al. The lawsuit
alleged, among other things, that the director defendants breached their fiduciary duties to the
stockholders of MCC in connection with Mr. Commisso’s proposal to take MCC private; that MCC, Mr.
Commisso and JMC Communications LLC aided and abetted such breaches; and that the defendants
violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The plaintiffs
sought declaratory and injunctive relief, rescission of the transaction or rescissory damages, and
an accounting of all damages, profits and special benefits.
The director defendants, MCC, JMC Communications LLC and Mr. Commisso, as defendants in the
foregoing actions, reached agreement with the plaintiffs in all of the foregoing actions providing
for the settlement of the actions on the terms and subject to the conditions set forth in a
settlement agreement (the “Agreement”), which terms included, but were not limited to, a settlement
payment made by MCC on behalf of and for the benefit of the parties to the actions in the amount of
$0.25 per share for each share of MCC common stock held by the plaintiff class as of March 4, 2011.
The settlement payment to the plaintiff class was reduced by any attorneys’ fees and expenses
awarded to plaintiffs’ counsel. On June 6, 2011, the Agreement was approved by the Delaware Court.
All litigation related to the going private transaction has been dismissed with prejudice. As of July 25, 2011, all of the conditions to the
Agreement had been satisfied. A settlement payment of $10.3 million was subsequently made, of
which we funded $4.6 million through a capital distribution to MCC, with the remainder funded by Mediacom Broadband.
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.
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- Definition
Includes disclosure of commitments and contingencies. This element may be used as a single block of text to encapsulate the entire disclosure including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Goodwill and Other Intangible Assets
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6 Months Ended |
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Jun. 30, 2011
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Goodwill and Other Intangible Assets [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS |
11. 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.
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 unit’s 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 one
reporting unit for the purpose of applying ASC 350, Mediacom LLC. Our most recently completed
annual impairment test was conducted as of October 1, 2010, and we will be conducting our next
annual impairment test as of October 1, 2011.
In accordance with ASU 2010-28, we have evaluated the qualitative factors surrounding our Mediacom
LLC reporting unit with its negative equity carrying value. We do not believe that it is “more
likely than not” that a goodwill impairment exists. As such, we have not performed Step 2 of the
goodwill impairment test.
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 six months of 2011, we have determined that there has been no triggering
event under ASC 350, and as such, no interim impairment test was required as of June 30, 2011.
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- Definition
Discloses the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain or loss on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. This element may be used as a single block of text to include the entire intangible asset disclosure including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Subsequent Events
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6 Months Ended |
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Jun. 30, 2011
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Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS |
12. SUBSEQUENT EVENTS
We have evaluated subsequent events through August 12, 2011 (the date the financial statements were
issued).
As of July 25, 2011, all of the conditions to the Agreement discussed under “Mediacom
Communications Shareholders Litigation” in Note 10 had been satisfied. A settlement payment of
$10.3 million was subsequently made, of which we funded $4.6 million through a capital distribution to MCC, with the remainder funded by
Mediacom Broadband.
On August 8, 2011, all claims under the purported class action Jim Knight v. Mediacom
Communications Corp. were dismissed with prejudice and the case was closed. See “Jim Knight v.
Mediacom Communications Corp.” in Note 10.
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- Definition
Describes disclosed significant events or transactions that occurred after the balance sheet date, but before the issuance of the financial statements. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, losses resulting from fire or flood, losses on receivables, significant realized and unrealized gains and losses that result from changes in quoted market prices of securities, declines in market prices of inventory, changes in authorized or issued debt (SEC), significant foreign exchange rate changes, substantial loans to insiders or affiliates, significant long-term investments, and substantial dividends not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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