Delaware (State of incorporation) |
0-29227 (Commission File No.) |
06-1566067 (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 February 23, 2006 |
Mediacom Communications Corporation |
||||
By: | /s/ Mark E. Stephan | |||
Mark E. Stephan | ||||
Executive Vice President and Chief Financial Officer |
||||
| Revenues of $280.3 million, an increase of 5.7% over Q4 2004 | ||
| Operating income before depreciation and amortization (OIBDA) of $100.7 million, a decrease of 1.7% compared to Q4 2004 | ||
| Adjusted OIBDA of $101.1 million, a decrease of 1.3% compared to Q4 2004. Adjusted OIBDA excludes non-cash compensation charges | ||
| Net loss of $212.7 million, reflecting a $197.3 million non-cash tax charge, versus net income of $2.0 million in Q4 2004 | ||
| Capital expenditures of $49.0 million | ||
| Total revenue generating units (RGUs) of 2,417,000, a gain of 56,000 during the quarter versus 28,000 RGU additions in the fourth quarter of 2004, consisting of: |
| Basic subscriber losses of 6,000 | ||
| Digital customer gains of 17,000 | ||
| Data customer gains of 25,000 | ||
| Phone customer gains of 20,000 |
| Revenues of $1,098.8 million, an increase of 3.9% over full year 2004 | ||
| OIBDA of $405.3 million, a decrease of 2.0% compared to full year 2004 | ||
| Adjusted OIBDA of $406.6 million, a decrease of 1.7% compared to full year 2004 | ||
| Net loss of $222.2 million, reflecting the $197.3 million non-cash tax charge mentioned above, versus net income of $13.6 million for 2004 | ||
| Capital expenditures of $228.2 million |
| Total RGUs of 2,417,000, a gain of 196,000 during the year versus 15,000 RGU additions in 2004, consisting of: |
| Basic subscriber losses of 35,000 | ||
| Digital customer gains of 98,000 | ||
| Data customer gains of 111,000 | ||
| Phone customer gains of 22,000 |
| Video revenues increased 2.4%, as a result of rate increases applied on the Companys subscribers and greater digital penetration and fees from advanced video products and services, offset by a decrease in basic subscribers and the impact of extended promotional discount offers. For the fourth quarter, basic subscriber losses amounted to 6,000, as compared to a loss of 3,000 in the prior year quarter. Digital customers rose by 17,000 during the fourth quarter of 2005, as compared to a gain of 14,000 in the same period last year. Average monthly video revenue per basic subscriber increased 4.8% from the fourth quarter of 2004 to $49.67. | ||
| Data revenues rose 24.4%, primarily due to a 30.2% year-over-year increase in data customers. Data customers grew by 25,000 during the fourth quarter of 2005, as compared to a gain of 17,000 in the same period last year. Average monthly data revenue per data customer decreased 4.2% from the fourth quarter of 2004 to $37.33, largely due to extended promotional offers in 2005. | ||
| Advertising revenues decreased 6.8%, largely as a result of an anticipated decline in political advertising from the 2004 election year. |
| Generation of net cash flows from operating activities of approximately $179.1 million; | ||
| Net borrowings of $50.0 million under the Companys revolving credit facilities; and | ||
| Proceeds from the sale of assets and investments of $4.6 million. |
| Capital expenditures of approximately $228.2 million; | ||
| Repurchases of approximately 2.7 million shares of common stock for $14.5 million; and | ||
| Financing costs of $11.8 million primarily related to: (i) the issuance in August 2005 of $200.0 million of 81/2% Notes due 2015; and (ii) the amendment of the revolving credit portion of one of the Companys credit facilities. |
| Revenue growth of between 8% and 9% | ||
| Adjusted OIBDA growth of between 7% and 8% | ||
| Capital expenditures of approximately $200 million |
Tables: |
||
(1) Actual Results Three-Month Periods | ||
(2) Actual Results Twelve-Month Periods | ||
(3) Condensed Consolidated Balance Sheet | ||
(4) Condensed Statements of Cash Flows | ||
(5) Capital Expenditure Data | ||
(6) Reconciliation Data Historical | ||
(7) Calculation Free Cash Flow | ||
(8) Summary Operating Statistics |
Contact: |
Investor Relations |
Matt Derdeyn |
Group Vice President, |
Corporate Finance and Treasurer |
(845) 695-2612 |
Media Relations |
Marvin Rappaport |
Vice President, |
Governmental Relations |
845) 695-2704 |
Three Months Ended | ||||||||||||
December 31, | Percent | |||||||||||
2005 | 2004 | Change | ||||||||||
Video |
$ | 212,471 | $ | 207,542 | 2.4 | % | ||||||
Data |
52,136 | 41,899 | 24.4 | |||||||||
Advertising |
14,648 | 15,722 | (6.8 | ) | ||||||||
Telephone |
1,032 | | NM | |||||||||
Total revenues |
280,287 | 265,163 | 5.7 | |||||||||
Service costs |
112,857 | 103,983 | 8.5 | |||||||||
SG&A expenses |
60,751 | 54,363 | 11.8 | |||||||||
Corporate expenses |
5,932 | 4,334 | 36.9 | |||||||||
Depreciation and amortization |
58,037 | 53,436 | 8.6 | |||||||||
Operating income |
42,710 | 49,047 | (12.9 | ) | ||||||||
Interest expense, net |
(54,480 | ) | (49,464 | ) | 10.1 | |||||||
Gain on derivatives, net |
1,042 | 6,627 | NM | |||||||||
Other expense, net |
(4,553 | ) | (4,655 | ) | (2.2 | ) | ||||||
(Loss) income before provision for income taxes |
(15,281 | ) | 1,555 | NM | ||||||||
(Provision for) benefit from income taxes |
(197,386 | ) | 414 | NM | ||||||||
Net (loss) income |
$ | (212,667 | ) | $ | 1,969 | NM | ||||||
Basic and diluted weighted average shares outstanding |
116,580 | 118,088 | ||||||||||
Basic and diluted loss per share |
$ | (1.82 | ) | $ | 0.02 | |||||||
OIBDA (a) |
$ | 100,747 | $ | 102,483 | (1.7 | %) | ||||||
OIBDA margin (b) |
35.9 | % | 38.6 | % | ||||||||
Operating income margin (c) |
15.2 | % | 18.5 | % | ||||||||
Free cash flow (d) |
$ | (2,801 | ) | $ | (2,270 | ) | ||||||
Free cash flow per share (e) |
$ | (0.02 | ) | $ | (0.02 | ) |
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) | See Attachment (6) Reconciliation Data Historical for a reconciliation of OIBDA to operating income. | |
(b) | Represents OIBDA as a percentage of revenues. | |
(c) | Represents operating income as a percentage of revenues. | |
(d) | 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. | |
(e) | Represents free cash flow divided by basic weighted average common shares outstanding. |
Twelve Months Ended | ||||||||||||
December 31, | Percent | |||||||||||
2005 | 2004 | Change | ||||||||||
Video |
$ | 849,760 | $ | 848,864 | 0.1 | % | ||||||
Data |
194,835 | 156,284 | 24.7 | |||||||||
Advertising |
53,118 | 52,078 | 2.0 | |||||||||
Telephone |
1,109 | | NM | |||||||||
Total revenues |
1,098,822 | 1,057,226 | 3.9 | |||||||||
Service costs |
438,768 | 407,875 | 7.6 | |||||||||
SG&A expenses |
232,514 | 216,394 | 7.4 | |||||||||
Corporate expenses |
22,287 | 19,276 | 15.6 | |||||||||
Depreciation and amortization |
220,567 | 217,262 | 1.5 | |||||||||
Operating income |
184,686 | 196,419 | (6.0 | ) | ||||||||
Interest expense, net |
(208,264 | ) | (192,740 | ) | 8.1 | |||||||
Loss on early extinguishment of debt |
(4,742 | ) | | NM | ||||||||
Gain on derivatives, net |
12,555 | 16,125 | NM | |||||||||
Gain on sale of assets and investments, net |
2,628 | 5,885 | NM | |||||||||
Other expense, net |
(11,829 | ) | (12,061 | ) | (1.9 | ) | ||||||
(Loss) income before provision for income taxes |
(24,966 | ) | 13,628 | NM | ||||||||
Provision for income taxes |
(197,262 | ) | (76 | ) | NM | |||||||
Net (loss) income |
$ | (222,228 | ) | $ | 13,552 | NM | ||||||
Basic weighted average shares outstanding |
117,194 | 118,534 | ||||||||||
Diluted weighted average shares outstanding |
117,194 | 118,543 | ||||||||||
Basic and diluted (loss) earnings per share |
$ | (1.90 | ) | $ | 0.11 | |||||||
OIBDA (a) |
$ | 405,253 | $ | 413,681 | (2.0 | %) | ||||||
OIBDA margin (b) |
36.9 | % | 39.1 | % | ||||||||
Operating income margin (c) |
16.8 | % | 18.6 | % | ||||||||
Free cash flow (d) |
$ | (31,543 | ) | $ | 39,260 | |||||||
Free cash flow per share (e) |
$ | (0.27 | ) | $ | 0.33 |
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) | See Attachment (6) Reconciliation Data Historical for a reconciliation of OIBDA to operating income. | |
(b) | Represents OIBDA as a percentage of revenues. | |
(c) | Represents operating income as a percentage of revenues. | |
(d) | 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. | |
(e) | Represents free cash flow divided by basic weighted average common shares outstanding. |
December 31, | December 31, | |||||||
2005 | 2004 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 17,281 | $ | 23,875 | ||||
Investments |
| 1,987 | ||||||
Subscriber accounts receivable, net |
63,845 | 58,253 | ||||||
Deferred tax assets |
2,782 | 7,024 | ||||||
Prepaid expenses and other assets |
23,046 | 12,757 | ||||||
Total current assets |
$ | 106,954 | $ | 103,896 | ||||
Property, plant and equipment, net |
1,453,588 | 1,443,090 | ||||||
Intangible assets, net |
2,039,176 | 2,042,110 | ||||||
Other assets, net |
49,780 | 46,559 | ||||||
Total assets |
$ | 3,649,498 | $ | 3,635,655 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Accounts payable and accrued expenses |
$ | 270,137 | $ | 261,223 | ||||
Deferred revenue |
41,073 | 38,707 | ||||||
Current portion of long-term debt |
222,770 | 42,700 | ||||||
Total current liabilities |
$ | 533,980 | $ | 342,630 | ||||
Long-term debt, less current portion |
2,836,881 | 2,966,932 | ||||||
Deferred tax liabilities |
200,090 | 7,024 | ||||||
Other non-current liabilities |
19,440 | 25,557 | ||||||
Total stockholders equity |
59,107 | 293,512 | ||||||
Total liabilities and stockholders equity |
$ | 3,649,498 | $ | 3,635,655 | ||||
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation. |
Twelve Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: |
||||||||
Net cash flows provided by operating activities |
$ | 179,095 | $ | 224,611 | ||||
CASH FLOWS USED IN INVESTING ACTIVITIES: |
||||||||
Capital expenditures |
(228,216 | ) | (181,362 | ) | ||||
Acquisition of cable television systems |
| (3,372 | ) | |||||
Proceeds from sale of assets and investments |
4,616 | 10,556 | ||||||
Other investment activities |
| (3,246 | ) | |||||
Net cash flows used in investing activities |
$ | (223,600 | ) | $ | (177,424 | ) | ||
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: |
||||||||
New borrowings |
849,750 | 247,872 | ||||||
Repayment of debt |
(799,731 | ) | (289,732 | ) | ||||
Redemption of senior notes |
(202,834 | ) | | |||||
Issuance of senior notes |
200,000 | | ||||||
Repurchase of common stock |
(14,490 | ) | (6,183 | ) | ||||
Other financing activities book overdrafts |
16,107 | 6,034 | ||||||
Proceeds from issuance of common stock in employee stock purchase plan |
954 | 1,029 | ||||||
Financing costs |
(11,845 | ) | (8,147 | ) | ||||
Net cash flows provided by (used in) financing activities |
$ | 37,911 | $ | (49,127 | ) | |||
Net decrease in cash and cash equivalents |
$ | (6,594 | ) | $ | (1,940 | ) | ||
CASH AND CASH EQUIVALENTS, beginning of period |
$ | 23,875 | $ | 25,815 | ||||
CASH AND CASH EQUIVALENTS, end of period |
$ | 17,281 | $ | 23,875 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||
Cash paid during the period for interest, net of amounts capitalized |
$ | 205,411 | $ | 186,835 |
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation. |
Three Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
Customer premise equipment |
$ | 27,823 | $ | 19,589 | ||||
Scalable infrastructure |
4,352 | 6,340 | ||||||
Line extensions |
4,248 | 6,333 | ||||||
Upgrade/Rebuild |
9,920 | 15,535 | ||||||
Support capital |
2,643 | 7,518 | ||||||
Total |
$ | 48,986 | $ | 55,315 | ||||
Twelve Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
Customer premise equipment |
$ | 124,440 | $ | 75,837 | ||||
Scalable infrastructure |
26,101 | 24,410 | ||||||
Line extensions |
18,952 | 26,395 | ||||||
Upgrade/Rebuild |
41,756 | 31,254 | ||||||
Support capital |
16,967 | 23,466 | ||||||
Total |
$ | 228,216 | $ | 181,362 | ||||
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation. |
Three Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
Adjusted OIBDA |
$ | 101,143 | $ | 102,483 | ||||
Non-cash compensation charges |
(396 | ) | | |||||
OIBDA |
$ | 100,747 | $ | 102,483 | ||||
Depreciation and amortization |
(58,037 | ) | (53,436 | ) | ||||
Operating income |
$ | 42,710 | $ | 49,047 | ||||
Twelve Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
Adjusted OIBDA |
$ | 406,586 | $ | 413,681 | ||||
Non-cash compensation charges |
(1,333 | ) | | |||||
OIBDA |
$ | 405,253 | $ | 413,681 | ||||
Depreciation and amortization |
(220,567 | ) | (217,262 | ) | ||||
Operating income |
$ | 184,686 | $ | 196,419 | ||||
Three Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
Free cash flow |
$ | (2,801 | ) | $ | (2,270 | ) | ||
Capital expenditures |
48,986 | 55,315 | ||||||
Other expenses |
(347 | ) | 418 | |||||
Change in assets and liabilities, net |
12,106 | (1,010 | ) | |||||
Net cash flows provided by operating activities |
$ | 57,944 | $ | 52,453 | ||||
Twelve Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
Free cash flow |
$ | (31,543 | ) | $ | 39,260 | |||
Capital expenditures |
228,216 | 181,362 | ||||||
Other expenses |
(1,523 | ) | (2,313 | ) | ||||
Change in assets and liabilities, net |
(16,055 | ) | 6,302 | |||||
Net cash flows provided by operating activities |
$ | 179,095 | $ | 224,611 | ||||
Note: Certain reclassifications have been made to prior period amounts to conform to the current period presentation. |
Three Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
OIBDA |
$ | 100,747 | $ | 102,483 | ||||
Cash taxes |
(82 | ) | 26 | |||||
Capital expenditures |
(48,986 | ) | (55,315 | ) | ||||
Interest expense, net |
(54,480 | ) | (49,464 | ) | ||||
Free cash flow |
$ | (2,801 | ) | $ | (2,270 | ) | ||
Twelve Months Ended | ||||||||
December 31, | ||||||||
2005 | 2004 | |||||||
OIBDA |
$ | 405,253 | $ | 413,681 | ||||
Cash taxes |
(316 | ) | (319 | ) | ||||
Capital expenditures |
(228,216 | ) | (181,362 | ) | ||||
Interest expense, net |
(208,264 | ) | (192,740 | ) | ||||
Free cash flow |
$ | (31,543 | ) | $ | 39,260 | |||
Actual | Actual | Actual | ||||||||||
December 31, | September 30, | December 31, | ||||||||||
2005 | 2005 | 2004 | ||||||||||
Estimated homes passed |
2,807,000 | 2,802,000 | 2,785,000 | |||||||||
Total revenue generating
units (RGUs)(a) |
2,417,000 | 2,361,000 | 2,221,000 | |||||||||
Quarterly net RGU additions |
56,000 | 34,000 | 28,000 | |||||||||
RGU penetration(b) |
86.1 | % | 84.3 | % | 79.7 | % | ||||||
Average monthly revenue per RGU(c) |
$ | 39.11 | $ | 39.10 | $ | 40.05 | ||||||
Customer relationships(d) |
1,475,000 | 1,477,000 | 1,495,000 | |||||||||
Video |
||||||||||||
Basic subscribers |
1,423,000 | 1,429,000 | 1,458,000 | |||||||||
Quarterly net basic subscriber losses |
(6,000 | ) | (17,000 | ) | (3,000 | ) | ||||||
Basic penetration(e) |
50.7 | % | 51.0 | % | 52.4 | % | ||||||
Digital customers |
494,000 | 477,000 | 396,000 | |||||||||
Quarterly net digital customer additions |
17,000 | 22,000 | 14,000 | |||||||||
Digital penetration(f) |
34.7 | % | 33.4 | % | 27.2 | % | ||||||
Average monthly video revenue per basic
subscriber(g) |
$ | 49.67 | $ | 49.06 | $ | 47.40 | ||||||
Data |
||||||||||||
Data customers |
478,000 | 453,000 | 367,000 | |||||||||
Quarterly net data customer additions |
25,000 | 27,000 | 17,000 | |||||||||
Data penetration(h) |
17.0 | % | 16.2 | % | 13.2 | % | ||||||
Average monthly data revenue per data
customer(i) |
$ | 37.33 | $ | 37.73 | $ | 38.96 | ||||||
Phone |
||||||||||||
Estimated marketable phone homes(j) |
1,450,000 | 455,000 | | |||||||||
Phone customers |
22,000 | 2,000 | | |||||||||
Average total monthly revenue per
basic subscriber(k) |
$ | 65.52 | $ | 63.76 | $ | 60.56 |
Note: | Certain reclassifications have been made to prior period amounts to conform to the current period presentation. |
(a) | Represents the total of basic subscribers, digital customers, data customers and phone customers at the end of each period. | |
(b) | Represents RGUs as a percentage of estimated homes passed. | |
(c) | Represents average monthly revenues for the last three months of the period divided by average RGUs for such period. | |
(d) | 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. | |
(e) | Represents basic subscribers as a percentage of estimated homes passed. | |
(f) | Represents digital customers as a percentage of basic subscribers. | |
(g) | Represents average monthly video revenues for the last three months of the period divided by average basic subscribers for such period. | |
(h) | Represents data customers as a percentage of estimated homes passed. | |
(i) | Represents average monthly data revenue for the last three months of the period divided by average data customers for such period. | |
(j) | Represents the estimated number of homes to which the Company is currently marketing phone service. | |
(k) | Represents average monthly revenues for the last three months of the period divided by average basic subscribers for such period. |