e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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): November 9, 2011
MEDIACOM LLC
(Exact name of Registrant as specified in its charter)
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New York
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333-82124-01
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06-1433421 |
(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)
Registrants 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 2.02. Results of Operations and Financial Condition.
On November 9, 2011, Mediacom LLC issued a press release announcing its financial results for
the quarter ended September 30, 2011. A copy of the press release is being furnished as Exhibit
99.1 to this report and incorporated herein by reference.
The press release contains disclosure of OIBDA, Adjusted OIBDA, free cash flow and cash
interest expense, which are not measures of performance calculated in accordance with generally
accepted accounting principles (GAAP) in the United States. Reconciliations of OIBDA, Adjusted
OIBDA, free cash flow and cash interest expense, to the most directly comparable financial measures
calculated and presented in accordance with GAAP are presented on Table 3 of the press release.
Disclosure regarding managements reasons for presenting these non-GAAP measures is set forth on
Table 4 of the press release.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by the Registrant on November 9, 2011 |
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 hereunto duly authorized.
Dated: November 9, 2011
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Mediacom LLC
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By: |
/s/ Mark E. Stephan
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Mark E. Stephan |
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Executive Vice President and
Chief Financial Officer |
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exv99w1
Exhibit 99.1
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For Immediate Release |
Mediacom Broadband LLC and Mediacom LLC Report
Results for Third Quarter 2011
Middletown,
NY November 9, 2011 MEDIACOM BROADBAND LLC AND MEDIACOM LLC, wholly-owned
subsidiaries of Mediacom Communications Corporation, today each reported financial results for the
three months ended September 30, 2011.
Mediacom Broadband LLC Third Quarter 2011 Highlights*
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Revenues were $220.2 million, a 4.5% increase from the prior year period |
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Operating income before depreciation and amortization (OIBDA) was $83.4
million,
a 13.0% increase from the prior year period |
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Free cash flow of $9.0 million, compared to $8.0 million in the prior year period |
Mediacom LLC Third Quarter 2011 Highlights*
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Revenues were $170.6 million, a 4.3% increase from the prior year period |
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Adjusted OIBDA was $69.2 million, a 10.9% increase from the prior year period |
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Free cash flow of $19.3 million, compared to $18.3 million in the prior year period |
About Mediacom
Mediacom Communications is the nations eighth largest cable television company and one of the
leading cable operators focused on serving the smaller cities in the United States, with a
significant concentration in the Midwestern and Southeastern regions. Mediacom Communications
offers a wide array of broadband products and services, including traditional and advanced video
services such as digital television, video-on-demand, digital video recorders, high-definition
television, as well as high-speed Internet access and phone service. Mediacom Communications also
offers affordable broadband communications solutions that can be tailored to any size business
through Mediacom Business. For more information about Mediacom Communications, please visit
www.mediacomcc.com.
Cautionary Statement Regarding Forward-Looking Statements
In this press release, we state our beliefs of future events and of our future financial
performance. 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; greater than anticipated programming and other service costs;
our ability to generate sufficient cash flow to meet our debt service obligations; and other risks
and uncertainties discussed in the Annual Reports on Form 10-K for the year ended December 31, 2010
for each of Mediacom Broadband LLC and Mediacom LLC. We disclaim any obligation to update any
forward-looking statements contained herein.
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Contacts: |
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Investor Relations
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Media Relations |
Calvin G. Craib
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Thomas J. Larsen |
Senior Vice President, Corporate Finance
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Group Vice President, Legal and Public Affairs |
(845) 695-2675
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(845) 695-2754 |
* Adjusted OIBDA is OIBDA plus investment income from affiliate. See Table 4 for information regarding our use of non-GAAP measures.
TABLE 1*
Mediacom Broadband LLC
Selected Financial and Operating Data
(Dollars in thousands, except per unit data)
(Unaudited)
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Three Months Ended |
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September 30, |
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2011 |
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2010 |
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YoY% Change |
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Video |
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$ |
127,916 |
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$ |
128,566 |
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(0.5 |
)% |
High-speed data |
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62,358 |
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53,606 |
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16.3 |
% |
Phone |
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17,914 |
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16,117 |
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11.1 |
% |
Advertising |
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12,056 |
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12,499 |
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(3.5 |
)% |
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Total revenues |
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$ |
220,244 |
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$ |
210,788 |
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4.5 |
% |
Service costs |
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(88,566 |
) |
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(90,019 |
) |
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(1.6 |
)% |
SG&A expenses |
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(44,872 |
) |
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(42,986 |
) |
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4.4 |
% |
Management fees |
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(3,414 |
) |
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(3,985 |
) |
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(14.3 |
)% |
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OIBDA (a) |
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$ |
83,392 |
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$ |
73,798 |
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13.0 |
% |
Cash interest expense (a) |
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(26,781 |
) |
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(26,921 |
) |
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(0.5 |
)% |
Capital expenditures (b) |
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(43,154 |
) |
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(34,386 |
) |
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25.5 |
% |
Dividend to preferred members |
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(4,500 |
) |
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(4,500 |
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NM |
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Free cash flow (a) |
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$ |
8,957 |
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$ |
7,991 |
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12.1 |
% |
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OIBDA margin (c) |
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37.9 |
% |
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35.0 |
% |
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September 30, 2011 |
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September 30, 2010 |
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Bank credit facility |
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$ |
1,497,000 |
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$ |
1,368,500 |
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81/2% senior notes due 2015 |
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500,000 |
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500,000 |
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Total debt |
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$ |
1,997,000 |
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$ |
1,868,500 |
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Unused revolving credit commitments |
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$ |
278,200 |
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$ |
427,200 |
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Total leverage ratio (d) |
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5.99 |
x |
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6.33 |
x |
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Interest coverage ratio (e) |
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3.11 |
x |
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2.74 |
x |
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September 30, 2011 |
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September 30, 2010 |
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Basic subscribers |
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612,000 |
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668,000 |
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High-speed data customers |
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467,000 |
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453,000 |
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Phone customers |
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179,000 |
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171,000 |
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Primary service units (PSUs) |
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1,258,000 |
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1,292,000 |
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Digital customers |
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403,000 |
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400,000 |
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Revenue generating units |
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1,661,000 |
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1,692,000 |
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Customer relationships (f) |
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708,000 |
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733,000 |
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Average total monthly revenue per: |
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Basic subscriber (g) |
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$ |
117.84 |
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$ |
104.48 |
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PSU (h) |
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$ |
57.83 |
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$ |
54.38 |
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Customer relationship (i) |
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$ |
102.61 |
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$ |
95.27 |
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Page 2 of 5
TABLE 2*
Mediacom LLC
Selected Financial and Operating Data
(Dollars in thousands, except per unit data)
(Unaudited)
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Three Months Ended |
|
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September 30, |
|
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2011 |
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|
2010 |
|
|
YoY% Change |
|
Video |
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$ |
99,926 |
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$ |
100,298 |
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(0.4 |
)% |
High-speed data |
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50,357 |
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44,348 |
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13.5 |
% |
Phone |
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|
16,316 |
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14,681 |
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11.1 |
% |
Advertising |
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3,987 |
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4,237 |
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(5.9 |
)% |
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Total revenues |
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$ |
170,586 |
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$ |
163,564 |
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|
4.3 |
% |
Service costs |
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(73,636 |
) |
|
|
(74,278 |
) |
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|
(0.9 |
)% |
SG&A expenses |
|
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(29,601 |
) |
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(28,282 |
) |
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4.7 |
% |
Management fees |
|
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(2,644 |
) |
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(3,093 |
) |
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(14.5 |
)% |
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|
OIBDA (a) |
|
$ |
64,705 |
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$ |
57,911 |
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|
11.7 |
% |
Investment income from affiliate |
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|
4,500 |
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|
4,500 |
|
|
NM |
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|
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|
|
|
|
Adjusted OIBDA (a) |
|
$ |
69,205 |
|
|
$ |
62,411 |
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|
|
10.9 |
% |
Cash interest expense (a) |
|
|
(23,232 |
) |
|
|
(22,704 |
) |
|
|
2.3 |
% |
Capital expenditures |
|
|
(26,678 |
) |
|
|
(21,435 |
) |
|
|
24.5 |
% |
|
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|
Free cash flow (a) |
|
$ |
19,295 |
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|
$ |
18,272 |
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|
5.6 |
% |
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|
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|
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|
Adjusted OIBDA margin (j) |
|
|
40.6 |
% |
|
|
38.2 |
% |
|
|
|
|
|
|
|
September 30, 2011 |
|
|
September 30, 2010 |
|
|
|
|
|
Bank credit facility |
|
$ |
1,253,000 |
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|
$ |
1,172,000 |
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|
91/8% senior notes due 2019 |
|
|
350,000 |
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|
350,000 |
|
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|
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|
Total debt |
|
$ |
1,603,000 |
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|
$ |
1,522,000 |
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unused revolving credit commitments |
|
$ |
122,800 |
|
|
$ |
303,800 |
|
|
|
|
|
|
|
|
|
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|
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|
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|
Total leverage ratio (d) |
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|
5.79 |
x |
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|
6.10 |
x |
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|
Interest coverage ratio (e) |
|
|
2.98 |
x |
|
|
2.75 |
x |
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|
|
September 30, 2011 |
|
|
September 30, 2010 |
|
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|
|
Basic subscribers |
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|
488,000 |
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|
535,000 |
|
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|
|
High-speed data customers |
|
|
383,000 |
|
|
|
374,000 |
|
|
|
|
|
Phone customers |
|
|
159,000 |
|
|
|
153,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary service units (PSUs) |
|
|
1,030,000 |
|
|
|
1,062,000 |
|
|
|
|
|
Digital customers |
|
|
300,000 |
|
|
|
317,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue generating units |
|
|
1,330,000 |
|
|
|
1,379,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationship (f) |
|
|
576,000 |
|
|
|
596,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total monthly revenue per: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic subscriber (g) |
|
$ |
114.53 |
|
|
$ |
101.53 |
|
|
|
|
|
PSU (h) |
|
$ |
54.73 |
|
|
$ |
51.51 |
|
|
|
|
|
Customer relationships (i) |
|
$ |
97.79 |
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|
$ |
91.10 |
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Page 3 of 5
TABLE 3
Reconciliation of Non-GAAP Measures
(Dollars in thousands)
(Unaudited)
Mediacom Broadband LLC:
|
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|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
Free cash flow |
|
$ |
8,957 |
|
|
$ |
7,991 |
|
Capital expenditures |
|
|
43,154 |
|
|
|
34,386 |
|
Dividend to preferred members |
|
|
4,500 |
|
|
|
4,500 |
|
Other expense, net |
|
|
(456 |
) |
|
|
(643 |
) |
Share-based compensation |
|
|
|
|
|
|
321 |
|
Changes in assets and liabilities, net |
|
|
32,895 |
|
|
|
18,129 |
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities |
|
$ |
89,050 |
|
|
$ |
64,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIBDA |
|
$ |
83,392 |
|
|
$ |
73,798 |
|
Depreciation and amortization |
|
|
(35,503 |
) |
|
|
(33,022 |
) |
|
|
|
|
|
|
|
Operating income |
|
$ |
47,889 |
|
|
$ |
40,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash interest expense |
|
$ |
26,781 |
|
|
$ |
26,921 |
|
Amortization of deferred financing costs |
|
|
1,116 |
|
|
|
1,030 |
|
|
|
|
|
|
|
|
Interest expense, net |
|
$ |
27,897 |
|
|
$ |
27,951 |
|
|
|
|
|
|
|
|
Mediacom LLC:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
Free cash flow |
|
$ |
19,295 |
|
|
$ |
18,272 |
|
Capital expenditures |
|
|
26,678 |
|
|
|
21,435 |
|
Other expense, net |
|
|
(504 |
) |
|
|
(717 |
) |
Share-based compensation |
|
|
|
|
|
|
146 |
|
Changes in assets and liabilities, net |
|
|
(12,910 |
) |
|
|
(24,795 |
) |
|
|
|
|
|
|
|
Net cash flows provided by operating activities |
|
$ |
32,559 |
|
|
$ |
14,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted OIBDA |
|
$ |
69,205 |
|
|
$ |
62,411 |
|
Investment income from affiliate |
|
|
(4,500 |
) |
|
|
(4,500 |
) |
|
|
|
|
|
|
|
OIBDA |
|
$ |
64,705 |
|
|
$ |
57,911 |
|
Depreciation and amortization |
|
|
(29,450 |
) |
|
|
(26,593 |
) |
|
|
|
|
|
|
|
Operating income |
|
$ |
35,255 |
|
|
$ |
31,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash interest expense |
|
$ |
23,232 |
|
|
$ |
22,704 |
|
Amortization of deferred financing costs |
|
|
961 |
|
|
|
839 |
|
|
|
|
|
|
|
|
Interest expense, net |
|
$ |
24,193 |
|
|
$ |
23,543 |
|
|
|
|
|
|
|
|
Page 4 of 5
TABLE 4
Use of Non-GAAP Financial Measures and Notes
OIBDA, Adjusted OIBDA, cash interest expense and free cash flow are not financial measures
calculated in accordance with generally accepted accounting principles (GAAP) in the United
States. We define OIBDA as operating income before depreciation and amortization and Adjusted OIBDA
as OIBDA plus investment income from affiliate. We define cash interest expense as interest
expense, net, less non-cash amortization of deferred financing costs. For Mediacom Broadband LLC,
we define free cash flow as OIBDA less capital expenditures, cash interest expense and dividends to
preferred members. For Mediacom LLC, we define free cash flow as Adjusted OIBDA less capital
expenditures and cash interest expense. OIBDA, Adjusted OIBDA, cash interest expense and free cash
flow have inherent limitations as discussed below.
OIBDA and Adjusted OIBDA are some of the primary measures used by management to evaluate our
performance and to forecast future results. We believe OIBDA and Adjusted OIBDA are 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 OIBDA and Adjusted OIBDA, however, is that they exclude
depreciation and amortization, which represents the periodic costs of certain capitalized tangible
and intangible assets used in generating revenues in our business. Management utilizes a separate
process to budget, measure and evaluate capital expenditures. OIBDA and Adjusted OIBDA may not be
comparable to similarly titled measures used by other companies, which may have different
depreciation and amortization policies, and are key components in our covenant calculations, as
defined under our debt arrangements.
Free cash flow is used by management to evaluate our ability to repay debt, 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.
OIBDA, 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 OIBDA and Adjusted OIBDA, and that net cash flows provided by
operating activities is the most directly comparable GAAP financial measure to free cash flow.
Cash interest expense excludes the non-cash amortization of financing costs which were paid upon
the financing of the relevant debt. We believe cash interest expense is useful for investors
because it enables them to assess our cost of debt for the current period without including the
non-cash amortization of financing costs that were previously paid. We believe interest expense,
net, is the most directly comparable GAAP financial measure to cash interest expense.
For a reconciliation of OIBDA, Adjusted OIBDA, cash interest expense and free cash flow to their
most directly comparable GAAP financial measures, see Table 3.
NOTES:
|
|
|
(a) |
|
See above for information about our use of Non-GAAP financial measures. |
|
(b) |
|
Excludes $2.2 million of non-cash transactions
representing capital expenditures which were accrued during the quarter ended September 30, 2011. |
|
(c) |
|
Represents OIBDA as a percentage of total revenues. |
|
(d) |
|
For Mediacom Broadband LLC, represents total debt at quarter end divided by
annualized OIBDA for the quarter. For Mediacom LLC, represents total debt at quarter end
divided by annualized Adjusted OIBDA for the quarter. |
|
(e) |
|
For Mediacom Broadband LLC, represents OIBDA divided by cash interest expense. For
Mediacom LLC, represents Adjusted OIBDA divided by cash interest expense. |
|
(f) |
|
Represents the total number of customers that receive at least one level of service,
without regard to which service(s) customers purchase. |
|
(g) |
|
Represents average total monthly revenues for the quarter divided by average basic
subscribers for such quarter. |
|
(h) |
|
Represents average total monthly revenues for the quarter divided by average PSUs
for such quarter. |
|
(i) |
|
Represents average total monthly revenues for the quarter divided by average
customer relationships for such quarter. |
|
(j) |
|
Represents Adjusted OIBDA as a percentage of total revenues. |
Page 5 of 5