Delaware | 0-29227 | 06-1566067 | ||
(State of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
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. | ||||||||
Item 9.01. Financial Statements and Exhibits. | ||||||||
SIGNATURES | ||||||||
EX-99.1: PRESS RELEASE |
(a) | Financial Statements of Businesses Acquired None | |
(b) | Pro Forma Financial Information None | |
(c) | Exhibits: |
Exhibit No. | Description | |||
99.1 | Press release issued by the Registrant on November 9, 2005 |
Mediacom Communications Corporation |
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By: | /s/ Mark E. Stephan | |||
Mark E. Stephan | ||||
Executive Vice President and Chief Financial Officer |
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| Revenue of $275.0 million, an increase of 5.3% over Q3 2004 | ||
| Operating income before depreciation and amortization (OIBDA) of $100.0 million, an increase of 1.5% over Q3 2004 | ||
| Capital expenditures of $67.4 million | ||
| Total revenue generating units (RGUs) of 2,361,000, an increase of 168,000, or 7.7%, over September 30, 2004, and a gain of 34,000 during the quarter, including: |
| Basic subscriber losses of 17,000 (including 9,000 basic subscribers that were lost due to Hurricanes Dennis and Katrina) | ||
| Digital customer gains of 22,000 | ||
| Data customer gains of 27,000 | ||
| Phone customer gains of 2,000 |
Page 2 of 13
| Video revenues increased 1.4%, as a result of rate increases applied on the Companys subscribers and higher fees from advanced video products and services, offset by a 2.2% decrease of basic subscribers from 1,461,000 to 1,429,000. The Companys loss of basic subscribers resulted from continuing competitive pressures by other video providers and, to a lesser extent, the impact of Hurricanes Dennis and Katrina. To strengthen its competitiveness, the Company increased the emphasis on product bundling and on enhancing and differentiating its video products and services, and implemented new promotional campaigns with extended six- to twelve-month discount periods. Partly as a result of these efforts, the Companys loss of basic subscribers decreased significantly during the three months ended September 30, 2005, with a net loss of 8,000 basic subscribers adjusted for the impact of Hurricanes Dennis and Katrina, compared to a loss of 21,000 in the same period last year adjusted for the impact of Hurricane Ivan. Digital customers rose by 22,000 during the third quarter of 2005, as compared to a gain of 9,000 in the same period last year. Average monthly video revenue per basic subscriber increased 4.1% from the third quarter of 2004 to $49.06. | ||
| Data revenues rose 27.1%, primarily due to a 29.4% year-over-year increase in data customers from 350,000 to 453,000 and, to a much lesser extent, the growth of the Companys commercial service and enterprise network businesses. Data customers grew by 27,000 during the third quarter of 2005, as compared to a gain of 23,000 in the same period last year. Average monthly data revenue per data customer decreased 2.2% from the third quarter of 2004 to $37.73, largely due to promotional offers in 2005. | ||
| Advertising revenues increased 3.0%, as a result of stronger national and regional advertising, offset in part by a decline in political advertising. |
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| Generation of net cash flows from operating activities of approximately $121.2 million; | ||
| Net borrowings of $58.7 million; and | ||
| Proceeds from the sale of assets and investments of $4.6 million. |
| Capital expenditures of approximately $179.2 million; | ||
| Repurchase of common stock of $6.3 million; and | ||
| Financing costs of $6.3 million related to the issuance in August 2005 of $200 million of 8 1/2% Notes due 2015. |
Page 4 of 13
Page 5 of 13
Attachments: | Contact: | |||
(1) Actual Results Three-Month Periods | Investor Relations | |||
(2) Actual Results Nine-Month Periods | Matt Derdeyn | |||
(3) Condensed Consolidated Balance Sheet | Group Vice President, | |||
(4) Condensed Statements of Cash Flows | Corporate Finance and Treasurer | |||
(5) Capital Expenditure Data | (845) 695-2612 | |||
(6) Reconciliation Data Historical | Media Relations | |||
(7) Calculation Free Cash Flow | Marvin Rappaport | |||
(8) Summary Operating Statistics | Vice President, | |||
Governmental Relations | ||||
(845) 695-2704 |
Page 6 of 13
Three Months Ended | ||||||||||||
September 30, | Percent | |||||||||||
2005 (a) | 2004 (b) | Change | ||||||||||
Video |
$ | 211,561 | $ | 208,655 | 1.4 | % | ||||||
Data |
49,830 | 39,192 | 27.1 | |||||||||
Advertising |
13,568 | 13,178 | 3.0 | |||||||||
Total revenues |
274,959 | 261,025 | 5.3 | |||||||||
Service costs |
111,462 | 102,131 | 9.1 | |||||||||
SG&A expenses |
58,019 | 55,292 | 4.9 | |||||||||
Corporate expenses |
5,466 | 5,095 | 7.3 | |||||||||
Depreciation and amortization |
54,851 | 55,631 | (1.4 | ) | ||||||||
Operating income |
45,161 | 42,876 | 5.3 | |||||||||
Interest expense, net |
(52,374 | ) | (48,709 | ) | 7.5 | |||||||
Gain (loss) on derivatives, net |
5,092 | (4,218 | ) | NM | ||||||||
Gain on sale of assets and investments, net |
1,445 | | NM | |||||||||
Other expense |
(2,047 | ) | (2,593 | ) | (21.1 | ) | ||||||
Net loss before provision for income taxes |
(2,723 | ) | (12,644 | ) | NM | |||||||
Provision for income taxes |
(8 | ) | (163 | ) | NM | |||||||
Net loss |
$ | (2,731 | ) | $ | (12,807 | ) | NM | |||||
Basic and diluted weighted average shares outstanding |
116,864 | 118,523 | ||||||||||
Basic and diluted loss per share |
$ | (0.02 | ) | $ | (0.11 | ) | ||||||
OIBDA (c) |
$ | 100,012 | $ | 98,507 | 1.5 | % | ||||||
OIBDA margin (d) |
36.4 | % | 37.7 | % | ||||||||
Operating income margin (e) |
16.4 | % | 16.4 | % | ||||||||
Free cash flow (f) |
$ | (19,948 | ) | $ | 4,676 | |||||||
Free cash flow per share (g) |
$ | (0.17 | ) | $ | 0.04 |
Note: Certain reclassifications have been made to prior period amounts to conform to the current period presentation, and percentage changes that are not meaningful are marked NM. | ||
(a) | For the three months ended September 30, 2005, Hurricanes Dennis and Katrina had the following effects: revenues reflected $1.5 million of service interruption credits issued to customers and lost revenues; operating expenses reflected $0.5 million of incremental service costs and $0.3 million of incremental selling, general and administrative expenses; and depreciation expense included $0.6 million due to the impairment of cable plant and other property and equipment. Subsequent impairment charges may result once the Company completes its assessment. See Effect of Hurricanes on Operating and Financial Results for more detail. | |
(b) | For the three months ended September 30, 2004, Hurricane Ivan had the following effects: revenues reflected $2.9 million of service interruption credits issued to customers; operating expenses reflected $0.8 million of incremental service costs and $0.2 million of incremental selling, general and administrative expenses; and depreciation expense included $2.1 million due to the impairment of cable plant and other property and equipment. | |
(c) | See Attachment (6) Reconciliation Data Historical for a reconciliation of OIBDA to operating income. | |
(d) | Represents OIBDA as a percentage of revenues. | |
(e) | Represents operating income as a percentage of revenues. | |
(f) | Represents OIBDA less cash taxes, capital expenditures and interest expense, net. See Attachment (6) Reconciliation Data Historical for a reconciliation of free cash flow to net cash flows provided by operating activities. | |
(g) | Represents free cash flow divided by basic weighted average common shares outstanding. |
Page 7 of 13
Nine Months Ended | ||||||||||||
September 30, | Percent | |||||||||||
2005 (a) | 2004 (b) | Change | ||||||||||
Video |
$ | 637,256 | $ | 641,322 | (0.6 | %) | ||||||
Data |
142,810 | 114,385 | 24.9 | |||||||||
Advertising |
38,469 | 36,356 | 5.8 | |||||||||
Total revenues |
818,535 | 792,063 | 3.3 | |||||||||
Service costs |
325,911 | 303,892 | 7.2 | |||||||||
SG&A expenses |
171,763 | 162,030 | 6.0 | |||||||||
Corporate expenses |
16,355 | 14,943 | 9.4 | |||||||||
Depreciation and amortization |
162,530 | 163,826 | (0.8 | ) | ||||||||
Operating income |
141,976 | 147,372 | (3.7 | ) | ||||||||
Interest expense, net |
(153,784 | ) | (143,276 | ) | 7.3 | |||||||
Loss on early extinguishment of debt |
(4,742 | ) | | NM | ||||||||
Gain on derivatives, net |
11,513 | 9,498 | 21.2 | |||||||||
Gain on sale of assets and investments, net |
2,628 | 5,885 | (55.3 | ) | ||||||||
Other expense |
(7,276 | ) | (7,406 | ) | (1.8 | ) | ||||||
Net (loss) income before provision for
income taxes |
(9,685 | ) | 12,073 | NM | ||||||||
Benefit from (provision for) income taxes |
124 | (490 | ) | NM | ||||||||
Net (loss) income |
$ | (9,561 | ) | $ | 11,583 | NM | ||||||
Basic weighted average shares outstanding |
117,401 | 118,683 | ||||||||||
Diluted weighted average shares outstanding |
117,401 | 118,709 | ||||||||||
Basic and diluted (loss) earnings per share |
$ | (0.08 | ) | $ | 0.10 | |||||||
OIBDA (c) |
$ | 304,506 | $ | 311,198 | (2.2 | %) | ||||||
OIBDA margin (d) |
37.2 | % | 39.3 | % | ||||||||
Operating income margin (e) |
17.3 | % | 18.6 | % | ||||||||
Free cash flow (f) |
$ | (28,931 | ) | $ | 41,530 | |||||||
Free cash flow per share (g) |
$ | (0.25 | ) | $ | 0.35 |
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation, and percentage changes that are not meaningful are marked NM. | |
(a) | For the nine months ended September 30, 2005, Hurricanes Dennis and Katrina had the following effects: revenues reflected $1.5 million of service interruption credits issued to customers and lost revenues; operating expenses reflected $0.5 million of incremental service costs and $0.3 million of incremental selling, general and administrative expenses; and depreciation expense included $0.6 million due to the impairment of cable plant and other property and equipment. Subsequent impairment charges may result once the Company completes its assessment. See Effect of Hurricanes on Operating and Financial Results for more detail. | |
(b) | For the nine months ended September 30, 2004, Hurricane Ivan had the following effects: revenues reflected $2.9 million of service interruption credits issued to customers; operating expenses reflected $0.8 million of incremental service costs and $0.2 million of incremental selling, general and administrative expenses; and depreciation expense included $2.1 million due to the impairment of cable plant and other property and equipment. | |
(c) | See Attachment (6) Reconciliation Data Historical for a reconciliation of OIBDA to operating income. | |
(d) | Represents OIBDA as a percentage of revenues. | |
(e) | Represents operating income as a percentage of revenues. | |
(f) | Represents OIBDA less cash taxes, capital expenditures and interest expense, net. See Attachment (6) Reconciliation Data Historical for a reconciliation of free cash flow to net cash flows provided by operating activities. | |
(g) | Represents free cash flow divided by basic weighted average common shares outstanding. |
Page 8 of 13
September 30, | December 31, | |||||||
2005 | 2004 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 5,591 | $ | 23,875 | ||||
Investments |
| 1,987 | ||||||
Subscriber accounts receivable, net |
59,051 | 58,253 | ||||||
Prepaid expenses and other assets |
24,177 | 19,781 | ||||||
Total current assets |
$ | 88,819 | $ | 103,896 | ||||
Property, plant and equipment, net |
1,462,372 | 1,443,090 | ||||||
Intangible assets, net |
2,039,842 | 2,042,110 | ||||||
Other assets, net |
54,394 | 46,559 | ||||||
Total assets |
$ | 3,645,427 | $ | 3,635,655 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Accounts payable and accrued expenses |
$ | 233,986 | $ | 261,223 | ||||
Deferred revenue |
40,466 | 38,707 | ||||||
Current portion of long-term debt |
220,877 | 42,700 | ||||||
Total current liabilities |
$ | 495,329 | $ | 342,630 | ||||
Long-term debt, less current portion |
2,847,468 | 2,966,932 | ||||||
Other non-current liabilities |
23,124 | 32,581 | ||||||
Total stockholders equity |
279,506 | 293,512 | ||||||
Total liabilities and stockholders equity |
$ | 3,645,427 | $ | 3,635,655 | ||||
Page 9 of 13
Nine Months Ended | ||||||||
September 30, | ||||||||
2005 | 2004 | |||||||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: |
||||||||
Net cash flows provided by operating activities |
$ | 121,151 | $ | 172,158 | ||||
CASH FLOWS USED IN INVESTING ACTIVITIES: |
||||||||
Capital expenditures |
(179,230 | ) | (126,047 | ) | ||||
Acquisition of cable television systems |
| (3,372 | ) | |||||
Proceeds from sale of assets and investments |
4,616 | 10,556 | ||||||
Other investment activities |
| (654 | ) | |||||
Net cash flows used in investing activities |
$ | (174,614 | ) | $ | (119,517 | ) | ||
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: |
||||||||
New borrowings |
778,750 | 201,000 | ||||||
Repayment of debt |
(720,037 | ) | (244,182 | ) | ||||
Redemption of senior notes |
(202,834 | ) | | |||||
Issuance of senior notes |
200,000 | | ||||||
Repurchase of common stock |
(6,335 | ) | (3,656 | ) | ||||
Other financing activities book overdrafts |
(8,989 | ) | (19,128 | ) | ||||
Proceeds from issuance of common stock in employee stock purchase plan |
954 | 981 | ||||||
Financing costs |
(6,330 | ) | | |||||
Net cash flows provided by (used in) financing activities |
$ | 35,179 | $ | (64,985 | ) | |||
Net decrease in cash and cash equivalents |
$ | (18,284 | ) | $ | (12,344 | ) | ||
CASH AND CASH EQUIVALENTS, beginning of period |
$ | 23,875 | $ | 25,815 | ||||
CASH AND CASH EQUIVALENTS, end of period |
$ | 5,591 | $ | 13,471 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||
Cash paid during the period for interest, net of amounts capitalized |
$ | 184,425 | $ | 163,459 | ||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES: |
||||||||
Capital expenditures financed through capital leases |
$ | | $ | |
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation. |
Page 10 of 13
Nine Months Ended | ||||||||
September 30, | ||||||||
2005 | 2004 | |||||||
Customer premise equipment |
$ | 96,616 | $ | 56,248 | ||||
Scalable infrastructure |
21,749 | 18,069 | ||||||
Line extensions |
14,704 | 26,452 | ||||||
Upgrade/Rebuild |
31,836 | 11,293 | ||||||
Support capital |
14,325 | 13,985 | ||||||
Total |
$ | 179,230 | $ | 126,047 | ||||
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation. |
Three Months Ended | ||||||||
September 30, | ||||||||
2005 | 2004 | |||||||
OIBDA |
$ | 100,012 | $ | 98,507 | ||||
Depreciation and amortization |
(54,851 | ) | (55,631 | ) | ||||
Operating income |
$ | 45,161 | $ | 42,876 | ||||
Nine Months Ended | ||||||||
September 30, | ||||||||
2005 | 2004 | |||||||
OIBDA |
$ | 304,506 | $ | 311,198 | ||||
Depreciation and amortization |
(162,530 | ) | (163,826 | ) | ||||
Operating income |
$ | 141,976 | $ | 147,372 | ||||
Page 11 of 13
Nine Months Ended | ||||||||
September 30, | ||||||||
2005 | 2004 | |||||||
Free cash flow |
$ | (28,931 | ) | $ | 41,530 | |||
Capital expenditures |
179,230 | 126,047 | ||||||
Other expenses |
(987 | ) | (2,731 | ) | ||||
Change in assets and liabilities, net |
(28,161 | ) | 7,312 | |||||
Net cash flows provided by operating activities |
$ | 121,151 | $ | 172,158 | ||||
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation. |
Three Months Ended | ||||||||
September 30, | ||||||||
2005 | 2004 | |||||||
OIBDA |
$ | 100,012 | $ | 98,507 | ||||
Cash taxes |
(234 | ) | (100 | ) | ||||
Capital expenditures |
(67,352 | ) | (45,022 | ) | ||||
Interest expense, net |
(52,374 | ) | (48,709 | ) | ||||
Free cash flow |
$ | (19,948 | ) | $ | 4,676 | |||
Nine Months Ended | ||||||||
September 30, | ||||||||
2005 | 2004 | |||||||
OIBDA |
$ | 304,506 | $ | 311,198 | ||||
Cash taxes |
(423 | ) | (345 | ) | ||||
Capital expenditures |
(179,230 | ) | (126,047 | ) | ||||
Interest expense, net |
(153,784 | ) | (143,276 | ) | ||||
Free cash flow |
$ | (28,931 | ) | $ | 41,530 | |||
Page 12 of 13
Actual | Actual | Actual | ||||||||||
September 30, | June 30, | September 30, | ||||||||||
2005 (a) | 2005 | 2004 (a) | ||||||||||
Estimated homes passed |
2,802,000 | 2,800,000 | 2,780,000 | |||||||||
Total revenue generating units
(RGUs)(b) |
2,361,000 | 2,327,000 | 2,193,000 | |||||||||
Quarterly net RGU additions |
34,000 | 29,000 | 2,000 | |||||||||
RGU penetration(c) |
84.3 | % | 83.1 | % | 78.9 | % | ||||||
Average monthly revenue per RGU(d) |
$ | 39.10 | $ | 39.98 | $ | 39.69 | ||||||
Customer relationships(e) |
1,477,000 | 1,489,000 | 1,495,000 | |||||||||
Video |
||||||||||||
Basic subscribers |
1,429,000 | 1,446,000 | 1,461,000 | |||||||||
Quarterly net basic subscriber losses |
(17,000 | ) | (15,000 | ) | (30,000 | ) | ||||||
Basic penetration(f) |
51.0 | % | 51.6 | % | 52.6 | % | ||||||
Digital customers |
477,000 | 455,000 | 382,000 | |||||||||
Quarterly net digital customer additions |
22,000 | 25,000 | 9,000 | |||||||||
Digital penetration(g) |
33.4 | % | 31.5 | % | 26.1 | % | ||||||
Average monthly video revenue per basic
subscriber(h) |
$ | 49.06 | $ | 49.52 | $ | 47.12 | ||||||
Data |
||||||||||||
Data customers |
453,000 | 426,000 | 350,000 | |||||||||
Quarterly net data customer additions |
27,000 | 19,000 | 23,000 | |||||||||
Data penetration(i) |
16.2 | % | 15.2 | % | 12.6 | % | ||||||
Average monthly data revenue per data
customer(j) |
$ | 37.73 | $ | 38.35 | $ | 38.59 | ||||||
Phone |
||||||||||||
Marketable phone homes(k) |
455,000 | 15,000 | | |||||||||
Phone customers |
2,000 | NM | | |||||||||
Average total monthly revenue per
basic subscriber(l) |
$ | 63.76 | $ | 63.60 | $ | 58.95 |
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation. | |
(a) | Basic subscribers, digital customers and data customers as of September 30, 2005 and 2004 reflect the Companys estimate of lost subscribers and customers as a result of Hurricanes Dennis and Katrina in 2005 and Hurricane Ivan in 2004. | |
(b) | Represents the total of basic subscribers, digital customers, data customers and phone customers at the end of each period. | |
(c) | Represents RGUs as a percentage of estimated homes passed. | |
(d) | Represents average monthly revenues for the last three months of the period divided by average RGUs for such period. | |
(e) | The total number of customers that receive at least one level of service, encompassing video, data and phone, without regard to which service(s) customers purchase. | |
(f) | Represents basic subscribers as a percentage of estimated homes passed. | |
(g) | Represents digital customers as a percentage of basic subscribers. | |
(h) | Represents average monthly video revenues for the last three months of the period divided by average basic subscribers for such period. | |
(i) | Represents data customers as a percentage of estimated homes passed. | |
(j) | Represents average monthly data revenue for the last three months of the period divided by average data customers for such period. | |
(k) | Represents number of homes to which the Company is currently marketing phone service. | |
(l) | Represents average monthly revenues for the last three months of the period divided by average basic subscribers for such period. |
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