Form 8-K

 

 

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): May 7, 2018

 

 

MEDIACOM BROADBAND LLC

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   333-72440   06-1615412
(State of incorporation)   (Commission File No.)   (IRS Employer Identification No.)

1 Mediacom Way

Mediacom Park, NY 10918

(Address of principal executive offices)

Registrant’s telephone number: (845) 443-2600

 

 

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:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On May 7, 2018, Mediacom Broadband LLC issued a press release announcing its financial results for the three months ended March 31, 2018. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The press release contains disclosure of operating income before depreciation and amortization (“OIBDA”), free cash flow, and cash interest expense, which are not financial measures calculated in accordance with generally accepted accounting principles (“GAAP”) in the United States. Reconciliations of 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 2 of the press release. Disclosure regarding management’s 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:

 

Exhibit No.

  

Description

99.1    Press release issued by Mediacom Broadband LLC on May 7, 2018


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: May 7, 2018

 

Mediacom Broadband LLC
By:   /s/ Mark E. Stephan
 

Mark E. Stephan

Executive Vice President and

Chief Financial Officer

EX-99.1

Exhibit 99.1

 

LOGO   For Immediate Release

Mediacom Broadband LLC Reports

Results for First Quarter 2018

 

 

Mediacom Park, NY – May 7, 2018 – MEDIACOM BROADBAND LLC, a wholly-owned subsidiary of Mediacom Communications Corporation, today reported unaudited financial and operating highlights for the three months ended March 31, 2018.

Mediacom Broadband LLC Results for First Quarter 2018*

 

    Revenues were $269.7 million, reflecting a 3.1% increase from the prior year period

 

    Operating income was $65.5 million, reflecting a 4.5% increase from the prior year period

 

    Operating income before depreciation and amortization (“OIBDA”) was $102.9 million, reflecting a 3.7% increase from the prior year period

 

    Net cash flows provided by operating activities were $82.2 million, compared to $81.1 million in the prior year period

 

    Free cash flow of $37.6 million, compared to $32.0 million in the prior year period

About Mediacom

Mediacom Communications Corporation is the 5th largest cable operator in the U.S. serving almost 1.4 million customers in smaller markets primarily in the Midwest and Southeast. Mediacom offers a wide array of information, communications and entertainment services to households and businesses, including video, high-speed data, phone, and home security and automation. Through Mediacom Business, the company provides innovative broadband solutions to commercial and public sector customers of all sizes, and sells advertising and production services under the OnMedia brand. More information about Mediacom is available at www.mediacomcable.com.

 

Contacts:    
    Investor Relations       Media Relations    
        Jack P. Griffin           Thomas J. Larsen  

        Vice President,

            Corporate Finance

 

        Senior Vice President,

            Government and Public Relations

 
        (845) 443-2654           (845) 443-2754  

 

 

* OIBDA and free cash flow are defined under “Use of Non-GAAP Financial Measures” in Table 4 and are reconciled to operating income and net cash flows provided by operating activities, respectively, in Table 2. The effects of recent changes to certain accounting standards on our revenue recognition are noted in Table 5.


TABLE 1*

Mediacom Broadband LLC

Selected Financial and Operating Data

(Dollars in thousands, except per unit data)

(Unaudited)

 

     Three Months Ended
March 31,
    YoY% Change  
     2018     2017    

Video

   $ 107,672     $ 111,304       (3.3%)  

High-speed data

     97,501       89,532       8.9%  

Phone

     15,149       14,265       6.2%  

Business services

     40,153       36,670       9.5%  

Advertising

     9,206       9,737       (5.5%)  
  

 

 

   

 

 

   

 

 

 

Total revenues

   $ 269,681     $ 261,508       3.1%  

Service costs

     (113,042     (109,062     3.6%  

SG&A expenses

     (47,708     (47,517     0.4%  

Management fees

     (6,000     (5,650     6.2%  
  

 

 

   

 

 

   

 

 

 

OIBDA (a)

   $ 102,931     $ 99,279       3.7%  

Cash interest expense (a)

     (15,966     (16,737     (4.6%)  

Capital expenditures

     (44,889     (46,037     (2.5%)  

Dividend to preferred members

     (4,500     (4,500     —    
  

 

 

   

 

 

   

 

 

 

Free cash flow (a)

   $ 37,576     $ 32,005       17.4%  
  

 

 

   

 

 

   

 

 

 

OIBDA margin (b)

     38.2     38.0  
     March 31, 2018     March 31, 2017     YoY% Change  

Video customers

     453,000       461,000       (1.7%)  

High-speed data (“HSD”) customers

     679,000       652,000       4.1%  

Phone customers

     323,000       273,000       18.3%  
  

 

 

   

 

 

   

 

 

 

Primary service units (“PSUs”)

     1,455,000       1,386,000       5.0%  

Video customer declines

     (2,000     (2,000  

HSD customer increases

     11,000       9,000    

Phone customer increases

     11,000       9,000    
  

 

 

   

 

 

   

Quarterly PSU increases

     20,000       16,000    

Customer relationships (c)

     756,000       757,000       (0.1%)  

Average total monthly revenue per:

      

PSU (d)

   $ 62.21     $ 63.26       (1.7%)  

Customer relationship (e)

   $ 118.99     $ 115.38       3.1%  
     March 31, 2018     March 31, 2017        

Bank credit facility

   $ 1,039,750     $ 1,091,000    

5 12% senior notes due 2021

     200,000       200,000    

6 38% senior notes due 2023

     300,000       300,000    
  

 

 

   

 

 

   

Total debt (f)

   $ 1,539,750     $ 1,591,000    

Cash

     (170,970     (9,502  
  

 

 

   

 

 

   

Net debt (a)

   $ 1,368,780     $ 1,581,498    

Net leverage ratio (g)

     3.32     3.98  

Interest coverage ratio (h)

     6.45     5.93  

 

* See Table 2 for reconciliations of OIBDA to operating income, cash interest expense to interest expense, net, and free cash flow to net cash flows from operating activities. See Table 3 for details of capital expenditures. See Table 5 regarding the effect of recent changes to certain accounting standards on our revenue recognition. See footnotes on Page 4, which contain important disclosures regarding the definitions used for selected unaudited financial and operating data.

 

Page 2 of 5


TABLE 2

Mediacom Broadband LLC

Reconciliation of Non-GAAP Measures

(Dollars in thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
               2018                         2017            

Net cash flows provided by operating activities

   $ 82,184     $ 81,071  

Capital expenditures

     (44,889     (46,037

Dividend to preferred members

     (4,500     (4,500

Other expense, net

     321       318  

Changes in assets and liabilities, net

     4,460       1,153  
  

 

 

   

 

 

 

Free cash flow

   $ 37,576     $ 32,005  
  

 

 

   

 

 

 

Operating income

   $ 65,495     $ 62,700  

Depreciation and amortization

     37,436       36,579  
  

 

 

   

 

 

 

OIBDA

   $ 102,931     $ 99,279  
  

 

 

   

 

 

 

Interest expense, net

   $ 17,133     $ 17,793  

Amortization of deferred financing costs

     (1,167     (1,056
  

 

 

   

 

 

 

Cash interest expense

   $ 15,966     $ 16,737  
  

 

 

   

 

 

 

 

TABLE 3

Mediacom Broadband LLC

Capital Expenditures

(Dollars in thousands)

(Unaudited)

 

 

 

 

 

 

     Three Months Ended
March 31,
 
     2018     2017  

Customer premise equipment

   $ 20,925     $ 20,036  

Enterprise networks

     1,700       2,096  

Scalable infrastructure

     13,315       10,998  

Line extensions

     2,035       2,582  

Upgrade / rebuild

     4,356       7,043  

Support capital

     2,558       3,282  
  

 

 

   

 

 

 

Total capital expenditures

   $ 44,889     $ 46,037  
  

 

 

   

 

 

 

 

Page 3 of 5


TABLE 4

Use of Non-GAAP Financial Measures

“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. We define cash interest expense as interest expense, net, less amortization of deferred financing costs. We define free cash flow as OIBDA less capital expenditures, cash interest expense and dividends to preferred members.

OIBDA is one of the primary measures used by management to evaluate our performance and to forecast future results. We believe OIBDA is useful for investors because it enables them to assess our performance in a manner similar to the methods used by management, and provide measures that can be used to analyze our value and evaluate our performance compared to other companies in the cable industry. A limitation of OIBDA, however, is that it excludes depreciation and amortization, which represents the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business. Management utilizes a separate process to budget, measure and evaluate capital expenditures. OIBDA might 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.

Free cash flow is used by management to evaluate our ability to repay debt and 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 as it provides an additional measure that can be used to analyze our value and evaluate our performance compared to other companies in the cable industry. Free cash flow may not be comparable to similarly titled measures reported by other companies.

OIBDA and free cash flow should not be regarded as alternatives to operating income or net income 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 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 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 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.

Net debt is used as an alternative to total debt for comparison purposes under certain circumstances in which we have greater than usual levels of cash. On April 2, 2018, Mediacom Broadband LLC and Mediacom Broadband Corporation (together, “Mediacom Broadband”) announced the redemption of their existing 6 38% Senior Notes due 2023 at an aggregate redemption price of $309.6 million, which was funded in part by $158.0 million of such excess cash. Due to timing of the transaction, Mediacom Broadband temporarily had greater than usual levels of cash as of March 31, 2018, and therefore we believe net debt to be the most appropriate comparative measure.

For reconciliations of OIBDA, cash interest expense and free cash flow to their most directly comparable GAAP financial measures, see Table 2.

 

Page 4 of 5


TABLE 5

Changes in Accounting Standards – Revenue Recognition

As of January 1, 2018, we adopted Accounting Standards Update No. 2014-09 – Revenues from Contracts with Customers and related guidance (collectively, “revenue recognition”), which was issued by the Financial Accounting Standards Board. Adoption of this accounting standard affected both the timing of revenue recognition (the “timing change”) and the allocation of revenues among video, HSD and phone within our multi-product offerings, in which we offer product bundles at a discount (the “allocation change”). We adopted this accounting standard using a modified retrospective transition, and accordingly, the impact of such adoption was reflected in our financial results only for the three months ended March 31, 2018 and previously reported results were not restated. The adoption of the new standard did not have a material impact on our results of operations for this period. Excluding the impact of the timing change, the total revenues and OIBDA for Mediacom Broadband LLC would have increased 2.9% and 3.3%, respectively, for the three months ended March 31, 2018. Because of the allocation change, we recorded a decrease in our video revenues and corresponding increases in our HSD and phone revenues. Excluding the overall impact of the timing change and the allocation change for Mediacom Broadband LLC, video revenues would have decreased 1.4%, HSD revenues would have increased 6.3% and phone revenues would have increased 5.0% for the three months ended March 31, 2018.

FOOTNOTES:

 

(a) See Table 4 for information about our use of Non-GAAP financial measures.

 

(b) Represents OIBDA as a percentage of total revenues.

 

(c) Represents the total number of customers that receive at least one service, without regard to which service(s) customers purchase.

 

(d) Represents average total monthly revenues for the quarter divided by average PSUs for such quarter.

 

(e) Represents average total monthly revenues for the quarter divided by average customer relationships for such quarter.

 

(f) Total debt excludes the effect of deferred financing costs, net.

 

(g) Represents net debt at quarter end divided by annualized OIBDA for the quarter.

 

(h) Represents OIBDA divided by cash interest expense for the quarter.

 

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