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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): April 5, 2006
MEDIACOM COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-29227 06-1566067
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)
Registrant's 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:
|_| 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))
Item 2.02. Results of Operations and Financial Condition.
The disclosure set forth in Item 7.01 of this report concerning the
unaudited data and other information of Mediacom Communications Corporation (the
"Company") for the three months ended March 31, 2006 (including the paragraph
stating that the information is preliminary in nature) is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
Mediacom Communications Corporation Announces Selected Preliminary Unaudited
First Quarter 2006 Results
The Company is providing the following unaudited and other information for
the first quarter of 2006 because such information is being given to potential
investors with respect to proposed refinancings of certain existing senior
secured term loan facilities for the operating subsidiaries of Mediacom LLC and
Mediacom Broadband LLC.
Since the first quarter of 2006 has only recently ended, the unaudited data
and other information that follows is preliminary in nature and is based only
upon what is available to the Company as of the date of this Form 8-K.
Accordingly, this information is subject in all respects to the completion of
disclosure controls and procedures required to finalize the Company's financial
statements and other information for the reporting period, which will be
included in the Company's Form 10-Q for the three months ended March 31, 2006.
Furthermore, reference is made to operating income before depreciation and
amortization (excluding non-cash stock compensation charges) (hereinafter
referred to as Adjusted OIBDA), which is not a financial measure calculated in
accordance with generally accepted accounting principles (GAAP). Adjusted OIBDA
should not be regarded as an alternative to operating income, net income or net
loss as an indicator of operating performance, nor should it be considered in
isolation or as a substitute for financial measures prepared in accordance with
GAAP. However, the Company cannot at this time, given the preliminary nature of
this information, provide a reconciliation of Adjusted OIBDA to operating
income, which the Company believes is its most directly comparable GAAP
financial measure. Investors should therefore exercise caution in relying on the
unaudited data and other information contained herein and should not draw any
inferences from this information regarding financial or operating data that is
not discussed herein. There can be no assurance that the actual amounts
ultimately filed in the Company's Form 10-Q for the three months ended March 31,
2006, will not be materially different than the amounts disclosed in this Form
8-K.
Revenues for the three months ended March 31, 2006, are expected to be
approximately $289.3 million, representing an 8.7% increase over the prior year
period. Adjusted OIBDA is expected to grow about 8.5% over the first quarter of
2005.
The following table reflects selected subscriber and customer statistics
for the periods presented:
March 31, December 31, March 31,
------------------ ------------------ ------------------
2006 2005 2005
Basic subscribers 1,422,000 1,423,000 1,461,000
Digital customers 497,000 494,000 430,000
Data customers 504,000 478,000 407,000
Phone customers 46,000 22,000 -
------------------ ------------------ ------------------
Total Revenue Generating Units (RGU) 2,469,000 2,417,000 2,298,000
================== ================== ==================
Average total monthly revenue per $67.80 $65.52 $60.81
basic subscriber
Average monthly revenue per RGU $39.48 $39.11 $39.28
Terms and definitions relating to the above information can be found in the
Company's annual report on Form 10-K for the year ended December 31, 2005, filed
with the Securities and Exchange Commission.
Forward Looking Statements
Any statements in this press release that are not historical facts are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. In some cases, you can identify those
forward-looking statements by words such as "may," "will," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of those words and other comparable words. These
forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from
historical results or those the Company anticipates. Factors that could cause
actual results to differ from those contained in the forward-looking statements
include, but are not limited to: competition in the Company's video, high-speed
Internet access and phone businesses; the Company's ability to achieve
anticipated customer and revenue growth and to successfully introduce new
products and services; increasing programming costs; changes in laws and
regulations; the Company's ability to generate sufficient cash flow to meet its
debt service obligations and to access capital to maintain financial
flexibility; and the other risks and uncertainties described in the Company's
annual report on Form 10-K for the year ended December 31, 2005 and the other
reports and documents the Company files from time to time with the Securities
and Exchange Commission. Statements included in this press release are based
upon information known to the Company as of the date of this press release, and
the Company assumes no obligation to (and expressly disclaims any such
obligation to) publicly update or alter its forward-looking statements made in
this press release, whether as a result of new information, future events or
otherwise, except as otherwise required by applicable federal securities laws.
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: April 5, 2006
Mediacom Communications Corporation
By: /s/ Mark E. Stephan
-------------------------------
Mark E. Stephan
Executive Vice President and
Chief Financial Officer