RESPONSE LETTER
Mark E. Stephan
Executive Vice President and Chief Financial Officer
September 27, 2005
Mr. Larry Spirgel
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0407
450 Fifth Street, N.W.
Washington, D.C. 20549
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RE:
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Mediacom Broadband LLC/Mediacom Broadband Corporation |
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Form 10-K for the Fiscal Year Ended December 31, 2004 |
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Filed March 31, 2005 |
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Form 10-Q for Fiscal Quarter Ended June 30, 2005 |
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File No. 333-72440/3333-72440-1 |
Dear Mr. Spirgel:
In connection with the Staffs comment letter dated September 9, 2005, concerning the above
referenced Forms 10-K and 10-Q of Mediacom Broadband LLC and Mediacom Broadband Corporation, and
our telephone conversation with Bob Carroll on September 13, 2005, we are filing herewith, via
EDGAR, our responses to your comments.
Form 10-K
Consolidated Balance Sheets, page 55
1. Revise your presentation to comply with paragraph 43 of SFAS No. 142.
Response:
In all future filings beginning with Form 10-Q for the quarter ended September 30, 2005 of
Mediacom Broadband LLC/Mediacom Broadband Corporation, goodwill will be presented as a separate
line item in the statement of financial position.
Mediacom Communications Corporation
100 Crystal Run Road · Middletown, NY 10941 · 845-695-2600 · Fax 845-695-2639
Mr. Larry Spirgel
Securities and Exchange Commission
September 27, 2005
Page 2 of 3
Note 4. Intangible Assets, page 64
2. Your title following EITF 02-7 is not correct. Please revise.
Response:
In all future filings beginning with Form 10-Q for the quarter ended September 30, 2005 of
Mediacom Broadband LLC/Mediacom Broadband Corporation we will correct the title of EITF
02-7.
3. We note that you have identified your units of accounting as your cable system clusters.
Provide us with more details of how you identified your units of accounting and include a detailed
analysis of EITF 02-7.
Response:
Mediacom
Broadband LLC (the Company) acquired cable systems
principally located in Illinois, Iowa, Missouri and Georgia in June
and July of 2001 from AT&T Broadband. Through these acquisitions, the Company acquired
approximately 380 franchises granted by local governmental
authorities.
In accordance
with EITF 02-7, Unit of Accounting for Testing Impairment of IndefiniteLived
Intangible Assets, we determined that the Company has a single unit of accounting
for testing impairment of its franchise value based on the following indicators:
- The
franchises were purchased together to enhance the Company's business operations and were recorded
as a single asset.
- The Company's cable systems
are not operated or engineered to deliver services to an individual
cable franchise,
but instead the
cable systems are interconnected by way of a fiber network which
relies on transmission
facilities that distribute its products and services to customers located in multiple
franchises.
- The
franchises, when grouped together, represent the highest and best use of
the assets. Upon the potential sale of the cable systems, the highest price would be achieved by
bundling the underlying franchise assets together. Additionally, the
Company does not typically purchase or sell
any franchises on an individual basis or contemplate doing so in the near future.
Mr. Larry Spirgel
Securities and Exchange Commission
September 27, 2005
Page 3 of 3
Based on our review of the indicators as described in EITF 02-7, we believe that the Company's franchise
assets are properly combined to adequately test for impairment in accordance with SFAS No. 142,
Goodwill and Other Intangible Assets.
The Company hereby acknowledges the following:
The
Company is responsible for the adequacy and accuracy of the disclosure in the
filings;
Staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and
The
Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
In the event the Staff has further comments concerning the matters contained in this letter, we
request that such comments be addressed to the undersigned at 845-695-2640.
Respectfully,
Mark E. Stephan
Executive Vice President and
Chief Financial Officer
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cc:
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Bob Carroll |
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Kyle Moffatt |