8-K
Table of Contents

 
 
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): February 23, 2007
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:
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))
 
 

 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-99.1: PRESS RELEASE


Table of Contents

Item 2.02. Results of Operations and Financial Condition.
     On February 23, 2007, Mediacom Communications Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 2006. A copy of the press release is being furnished as Exhibit 99.1 to this report and incorporated herein by reference.
     The press release contains disclosure of adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) and free cash flow, which are not measures of performance calculated in accordance with generally accepted accounting principles (GAAP) in the United States. Reconciliations of Adjusted OIBDA and free cash flow to the most directly comparable financial measures calculated and presented in accordance with GAAP are presented in Table 6 of the press release. Disclosure regarding management’s reasons for presenting Adjusted OIBDA and free cash flow appears on page 5 of the press release.
Item 9.01. Financial Statements and Exhibits.
(a)   Financial Statements of Businesses Acquired — None
 
(b)   Pro Forma Financial Information — None
 
(c)   Shell Company Transactions — None
 
(d)   Exhibits:
     
Exhibit No.   Description
 
   
99.1
  Press release issued by the Registrant on February 23, 2007

 


Table of Contents

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: February 23, 2007
         
  Mediacom Communications Corporation

 
 
 
  By:   /s/ Mark E. Stephan    
    Mark E. Stephan   
    Executive Vice President and Chief Financial Officer   
 

 

EX-99.1
 

(MEDIACOM LOGO)
For Immediate Release
Mediacom Communications Reports Results
for Fourth Quarter and Full Year 2006
Middletown, NY – February 23, 2007 — MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) today reported financial results for the three months and year ended December 31, 2006. The Company will hold a teleconference to discuss its financial results today at 10:30 a.m. Eastern Time. A live broadcast of the Company’s teleconference can be accessed through the Company web site at www.mediacomcc.com.
Fourth Quarter 2006 Financial Highlights
    Revenues of $313.1 million, an increase of 11.7% over Q4 2005
 
    Adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) of $111.0 million, an increase of 9.7% compared to Q4 20051
 
    Operating income of $55.1 million, an increase of 29.0% over Q4 2005
 
    Net loss of $3.6 million, versus net loss in Q4 2005 of $212.7 million, reflecting a $197.4 million non-cash tax charge in the year-ago period
 
    Capital expenditures of $53.6 million
 
    Total average monthly revenue per basic subscriber of $75.24, an increase of 14.8% over Q4 2005
 
    Total revenue generating units (“RGUs”) of 2,591,000, a gain of 56,000 during the quarter
Full Year 2006 Financial Highlights
    Revenues of $1,210.4 million, an increase of 10.2% over 2005
 
    Adjusted OIBDA of $444.3 million, an increase of 9.3% compared to 2005
 
    Operating income of $223.6 million, an increase of 21.1% over 2005
 
    Net loss of $124.9 million, reflecting a $59.7 million non-cash tax charge, versus net loss for 2005 of $222.2 million, reflecting a $197.3 million non-cash tax charge
 
    Capital expenditures of $210.2 million
 
    Total RGUs of 2,591,000, a gain of 174,000 during the year
 
1   Adjusted OIBDA excludes non-cash, share-based compensation charges.

 


 

“We are extremely pleased with our performance in 2006,” said Rocco B. Commisso, Mediacom’s Chairman and CEO. “Mediacom exceeded its upwardly revised guidance for the year and delivered its strongest revenue and Adjusted OIBDA growth since 2002. These results were achieved despite the negative effects of our retransmission consent dispute with Sinclair Broadcasting Group in the fourth quarter. Strong RGU growth was second only to 2005, but unlike the prior year, we achieved it with positive year-over-year ARPU growth in every category.”
“Our network investments enabling new advanced broadband services continue to bear fruit. Revenues of our newer products, Mediacom Online and Mediacom Phone, grew by 34% year-over-year and represented 23% of our fourth quarter revenues. We are excited about the future of these services, as Mediacom Phone will be marketed to nearly 90% of our estimated homes passed by year-end 2007, and continuous enhancements to our data offerings help keep us in a leadership position. As we gain more market traction with the triple play offering, it should only further drive customer growth,” concluded Mr. Commisso.
Three Months Ended December 31, 2006 Compared to Three Months Ended December 31, 2005
For the fourth quarter of 2006, revenues were $313.1 million, an increase of 11.7% over $280.3 million in the comparable 2005 period. Total average monthly revenue per basic subscriber was $75.24, an increase of 14.8% over $65.52 in the comparable 2005 period.
    Video revenues increased 4.1%, as a result of rate increases applied on the Company’s basic video subscribers and higher service fees from advanced video products and services, including DVRs and HDTV, offset by a decrease in basic subscribers. For the fourth quarter, basic subscriber losses amounted to 14,000, which includes the negative impact of our retransmission dispute with Sinclair Broadcasting Group, as compared to a loss of 6,000 in the prior year quarter. Digital customers rose by 14,000 during the fourth quarter of 2006, as compared to a gain of 17,000 in the same period last year. Average monthly video revenue per basic subscriber increased 7.0% from the fourth quarter of 2005 to $53.15.
 
    Data revenues rose 20.8% due to a 20.9% year-over-year increase in data customers, as average monthly data revenue per data customer was essentially flat in the fourth quarter of 2006 compared to the same period a year ago. Data customers grew by 34,000 during the fourth quarter of 2006, as compared to a gain of 25,000 in the same period last year.
 
    Telephone revenues were $9.5 million for the fourth quarter of 2006. Phone customers grew by 22,000 during the fourth quarter of 2006, as compared to a gain of 20,000 in the same period last year. As of December 31, 2006, Mediacom Phone was marketed to 2.3 million homes, and the Company expects to market the product to nearly 90% of its estimated homes passed by the end of 2007.
 
    Advertising revenues increased 33.0%, largely as a result of stronger political advertising and local advertising sales. Political advertising, which was negligible in the 2005 period, contributed approximately 66% of overall advertising revenue growth in the fourth quarter of 2006.
Operating costs grew 12.8%, primarily due to increases in: programming unit costs; costs associated with the growth of the Company’s phone and data customers; marketing activities; bad debt expense; property taxes and franchise fees; costs associated with the growth of the Company’s advertising sales business; and telecommunications charges in the Company’s customer call centers.
Page 2 of 14

 


 

As a result, Adjusted OIBDA rose 9.7%. Operating income increased 29.0%, principally due to growth in Adjusted OIBDA and, to a lesser extent, lower depreciation and amortization expense compared to the fourth quarter of 2005.
Net loss for the three months ended December 31, 2006 was $3.6 million, compared to a net loss of $212.7 million for the three months ended December 31, 2005. The decrease in net loss was driven primarily by a $197.4 million non-cash tax charge in the prior year period.
Liquidity and Capital Resources
The Company has included the Condensed Statements of Cash Flows for the twelve months ended December 31, 2006 and 2005 in Table 4 to provide more detail regarding liquidity and capital resources.
Significant sources of cash for the twelve months ended December 31, 2006 were:
    Generation of net cash flows from operating activities of approximately $176.9 million;
 
    Net borrowings of $357.4 million under the Company’s revolving credit and term loan facilities; and
 
    Issuance of $300.0 million of 8.5% Senior Notes due 2015.
Significant uses of cash for the twelve months ended December 31, 2006 were:
    Capital expenditures of approximately $210.2 million;
 
    Redemption of $400.0 million of 11% Senior Notes due 2013;
 
    Repayment of $172.5 million of 5.25% convertible Senior Notes due July 1, 2006; and
 
    Repurchases of approximately 5.8 million shares of common stock for $34.4 million.
Free cash flow, as defined by the Company below, was positive $6.5 million for the year ended December 31, 2006, as compared to negative $30.2 million in the prior year period.
Financing Activities
In May 2006, the Company refinanced a $495.0 million term loan with a new term loan in the amount of $800.0 million. The new term loan consists of two tranches: (i) a $550.0 million term loan which was funded in May 2006; and (ii) a $250.0 million delayed-draw term loan (the “Delayed-Draw Term Loan”). Borrowings under the new term loan bear interest at a rate that is 0.25% less than the interest rate of the term loan that it replaced. The new term loan matures in January 2015, whereas the term loan it replaced had a maturity of February 2014.
In May 2006, the Company refinanced a $543.1 million term loan with a new term loan in the amount of $650.0 million. Borrowings under the new term loan bear interest at a rate that is 0.5% less than the interest rate of the term loan that it replaced. The new term loan matures in January 2015, whereas the term loan it replaced had a maturity of February 2013.
In June 2006, borrowings under the Delayed-Draw Term Loan were used to repay $172.5 million of 5.25% convertible senior notes due July 2006, plus accrued and unpaid interest.
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In July 2006, the Company redeemed $400.0 million of 11% Senior Notes due 2013 with available funds from its subsidiary credit facilities.
In October 2006, the Company issued $300.0 million of 8.5% Senior Notes due 2015 and used the proceeds to reduce amounts outstanding under the revolving credit portion of its subsidiary credit facilities.
In June and August 2006, in order to replace expiring interest rate exchange agreements, the Company entered into interest rate exchange agreements with counterparties to fix the interest rate on $800.0 million of its variable rate debt.
During the year ended December 31, 2006, the Company repurchased 5.82 million shares for an aggregate cost of $34.4 million. There were no repurchases of common stock during the third and fourth quarters of 2006. As of December 31, 2006, approximately $39.0 million remains available under the Company’s stock repurchase program.
Financial Position
At December 31, 2006, the Company had total debt outstanding of $3,144.6 million, an increase of $84.9 million since December 31, 2005. As of the same date, the Company had unused credit facilities of $839.8 million, of which $729.0 million could be borrowed and used for general corporate purposes based on the terms and conditions of the Company’s debt arrangements. As of the date of this press release, 69.7% of the Company’s total debt is at fixed interest rates or subject to interest rate protection.
2007 Guidance
The Company today announced its financial guidance for 2007, as follows:
    Revenue growth of between 8% and 9%
 
    Adjusted OIBDA growth of between 7% and 8%
 
    Capital expenditures of approximately $215 million
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Use of Non-GAAP Financial Measures
“Adjusted OIBDA” and “Free Cash Flow” are not financial measures calculated in accordance with generally accepted accounting principles (GAAP) in the United States. The Company defines Adjusted OIBDA as operating income before depreciation and amortization and non-cash, share-based compensation charges, and defines Free Cash Flow as Adjusted OIBDA less interest expense, net, cash taxes and capital expenditures.
Adjusted OIBDA is one of the primary measures used by management to evaluate the Company’s performance and to forecast future results. The Company believes Adjusted OIBDA is useful for investors because it enables them to assess the Company’s performance in a manner similar to the methods used by management, and provides a measure that can be used to analyze, value and compare the companies in the cable television industry, which may have different depreciation and amortization policies, as well as different non-cash, share-based compensation programs. A limitation of Adjusted 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 the Company’s business. Management utilizes a separate process to budget, measure and evaluate capital expenditures. In addition, Adjusted OIBDA has the limitation of not reflecting the effect of the Company’s non-cash, share-based compensation charges.
Free Cash Flow is used by management to evaluate the Company’s ability to service its debt and to fund continued growth with internally generated funds. The Company believes Free Cash Flow is useful for investors because it enables them to assess the Company’s ability to service its debt and to fund continued growth with internally generated funds in a manner similar to the method used by management, and provide measures that can be used to analyze, value and compare companies in the cable television industry. The Company’s definition of Free Cash Flow eliminates the impact of quarterly working capital fluctuations, most notably from the timing of semi-annual cash interest payments on the Company’s senior notes.
Adjusted OIBDA and Free Cash Flow should not be regarded as alternatives to either operating income, net income or net loss 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. The Company believes that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA, and that net cash flows provided by operating activities is the most directly comparable GAAP financial measure to Free Cash Flow. Reconciliations of historical presentations of Adjusted OIBDA and Free Cash Flow to their most directly comparable GAAP financial measures are provided in Table 6.
The Company is unable to reconcile these Non-GAAP measures to their most directly comparable GAAP measures on a forward-looking basis primarily because it is impractical to project the timing of certain items, such as the initiation of depreciation relative to network construction projects, or changes in working capital.
Company Description
Mediacom Communications is the nation’s 8th largest cable television company and one of the leading cable operators focused on serving the smaller cities and towns in the United States. Mediacom Communications offers a wide array of broadband products and services, including traditional video services, digital television, video-on-demand, digital video recorders, high-definition television, high-speed Internet access and phone service. More information about Mediacom Communications can be accessed on the Internet at: www.mediacomcc.com.
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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.
                 
Tables:   Contact:    
    (1) Actual Results — Three-Month Periods       Investor Relations
 
  (2) Actual Results — Twelve-Month Periods           Matt Derdeyn
 
  (3) Condensed Consolidated Balance Sheets           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           Thomas Larsen
 
  (8) Summary Operating Statistics           Vice President,
 
             
Legal Affairs
 
              (845) 695-2754

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TABLE 1
Actual Results — Three Month Periods
Consolidated Statements of Operations
(All amounts in thousands, except per share data)
(Unaudited)
                         
    Three Months Ended        
    December 31,     Percent  
    2006     2005     Change  
Video
  $ 221,137     $ 212,471       4.1 %
Data
    62,994       52,136       20.8  
Phone
    9,454       1,032     NM
Advertising
    19,489       14,648       33.0  
 
                 
Total revenues
  $ 313,074     $ 280,287       11.7 %
 
                 
 
Service costs
  $ 127,790     $ 112,759       13.3 %
SG&A expenses
    68,097       60,751       12.1  
Corporate expenses
    6,197       5,610       10.5  
 
                 
Total operating costs
  $ 202,084     $ 179,120       12.8 %
 
                 
 
                       
Adjusted OIBDA
  $ 110,990     $ 101,167       9.7 %
 
                       
Non-cash, share-based compensation charges
    1,437       420     NM
Depreciation and amortization
    54,445       58,037       (6.2 )
 
                 
 
Operating income
  $ 55,108     $ 42,710       29.0 %
 
Interest expense, net
  $ (57,539 )   $ (54,480 )     5.6 %
(Loss) gain on derivatives, net
    (1,270 )     1,042     NM
Other expense
    (2,223 )     (4,553 )     (51.2 )
 
                 
 
                       
Loss before benefit from (provision for) income taxes
    (5,924 )     (15,281 )   NM
Benefit from (provision for) income taxes
    2,311       (197,386 )   NM
 
                   
Net loss
  $ (3,613 )   $ (212,667 )   NM
 
                   
 
Basic and diluted weighted average shares outstanding
    109,798       116,580          
Basic and diluted loss per share
  $ (0.03 )   $ (1.82 )        
 
Adjusted OIBDA margin (a)
    35.5 %     36.1 %        
Operating income margin (b)
    17.6 %     15.2 %        
 
Note:   Certain reclassifications have been made to prior period amounts to conform to the current period presentation.
 
(a)   Represents Adjusted OIBDA as a percentage of revenues.
 
(b)   Represents operating income as a percentage of revenue.

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TABLE 2
Actual Results — Twelve Month Periods
Consolidated Statements of Operations
(All amounts in thousands, except per share data)
(Unaudited)
                         
    Twelve Months Ended        
    December 31,     Percent  
    2006     2005     Change  
Video
  $ 882,878     $ 849,760       3.9 %
Data
    236,598       194,835       21.4  
Phone
    26,592       1,109     NM
Advertising
    64,332       53,118       21.1  
 
                 
Total revenues
  $ 1,210,400     $ 1,098,822       10.2 %
 
                 
 
                       
Service costs
  $ 492,363     $ 438,433       12.3 %
SG&A expenses
    251,625       232,514       8.2  
Corporate expenses
    22,157       21,265       4.2  
 
                 
Total operating costs
  $ 766,145     $ 692,212       10.7 %
 
                 
 
Adjusted OIBDA
  $ 444,255     $ 406,610       9.3 %
 
                       
Non-cash, share-based compensation charges
    4,717       1,357     NM
Depreciation and amortization
    215,918       220,567       (2.1 )
 
                 
 
Operating income
  $ 223,620     $ 184,686       21.1 %
 
Interest expense, net
  $ (227,206 )   $ (208,264 )     9.1 %
Loss on early extinguishment of debt
    (35,831 )     (4,742 )   NM
(Loss) gain on derivatives, net
    (15,798 )     12,555     NM
Gain on sale of assets and investments, net
          2,628     NM
Other expense, net
    (9,973 )     (11,829 )     (15.7 )
 
                 
 
Loss before provision for income taxes
    (65,188 )     (24,966 )   NM
Provision for income taxes
    (59,734 )     (197,262 )   NM
 
                   
Net loss
  $ (124,922 )   $ (222,228 )   NM
 
                   
 
                       
Basic and diluted weighted average shares outstanding
    110,971       117,194          
Basic and diluted loss per share
  $ (1.13 )   $ (1.90 )        
 
Adjusted OIBDA margin (a)
    36.7 %     37.0 %        
Operating income margin (b)
    18.5 %     16.8 %        
 
Note:   Certain reclassifications have been made to prior period amounts to conform to the current period presentation.
 
(a)   Represents Adjusted OIBDA as a percentage of revenues.
 
(b)   Represents operating income as a percentage of revenue.

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TABLE 3
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
                 
    December 31,     December 31,  
    2006     2005  
ASSETS
               
Cash and cash equivalents
  $ 36,385     $ 17,281  
Subscriber accounts receivable, net
    75,722       63,845  
Deferred tax assets
    2,467       2,782  
Prepaid expenses and other assets
    17,248       23,046  
 
           
Total current assets
  $ 131,822     $ 106,954  
 
Property, plant and equipment, net
    1,451,134       1,453,588  
Intangible assets, net
    2,037,107       2,039,176  
Other assets, net
    32,287       49,780  
 
           
Total assets
  $ 3,652,350     $ 3,649,498  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Accounts payable and accrued expenses
  $ 275,611     $ 270,137  
Deferred revenue
    46,293       41,073  
Current portion of long-term debt
    75,563       222,770  
 
           
Total current liabilities
  $ 397,467     $ 533,980  
 
Long-term debt, less current portion
    3,069,036       2,836,881  
Deferred tax liabilities
    259,300       200,090  
Other non-current liabilities
    21,361       19,440  
Total stockholders’ (deficit) equity
    (94,814 )     59,107  
 
           
Total liabilities and stockholders’ equity
  $3,652,350   $ 3,649,498  
 
           

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TABLE 4
Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
                 
    Twelve Months Ended  
    December 31,  
    2006     2005  
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
               
Net cash flows provided by operating activities
  $ 176,905     $ 179,095  
 
           
 
               
CASH FLOWS USED IN INVESTING ACTIVITIES:
               
Capital expenditures
    (210,235 )     (228,216 )
Proceeds from sale of assets and investments
          4,616  
 
           
Net cash flows used in investing activities
  $ (210,235 )   $ (223,600 )
 
           
 
               
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
               
New borrowings
    2,181,000       849,750  
Repayment of debt
    (1,823,552 )     (799,731 )
Redemption of senior notes
    (572,500 )     (202,834 )
Issuance of senior notes
    300,000       200,000  
Repurchase of common stock
    (34,386 )     (14,490 )
Other financing activities — book overdrafts
    3,916       16,107  
Proceeds from issuance of common stock in employee stock purchase plan
    909       954  
Financing costs
    (2,953 )     (11,845 )
 
           
Net cash flows provided by financing activities
  $ 52,434     $ 37,911  
 
           
Net decrease in cash and cash equivalents
  $ 19,104     $ (6,594 )
CASH AND CASH EQUIVALENTS, beginning of period
  $ 17,281     $ 23,875  
 
           
CASH AND CASH EQUIVALENTS, end of period
  $ 36,385     $ 17,281  
 
           
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
Cash paid during the period for interest, net of amounts capitalized
  $ 247,507     $ 205,411  

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TABLE 5
Capital Expenditure Data
(Dollars in thousands)
(Unaudited)
                 
    Three Months Ended  
    December 31,  
    2006     2005  
Customer premise equipment
  $ 27,152     $ 27,823  
Scalable infrastructure
    4,379       4,352  
Line extensions
    5,372       4,248  
Upgrade/Rebuild
    10,674       9,920  
Support capital
    6,006       2,643  
 
           
Total
  $ 53,583     $ 48,986  
 
           
                 
    Twelve Months Ended  
    December 31,  
    2006     2005  
Customer premise equipment
  $ 106,917     $ 124,440  
Scalable infrastructure
    25,476       26,101  
Line extensions
    15,986       18,952  
Upgrade/Rebuild
    40,193       41,756  
Support capital
    21,663       16,967  
 
           
Total
  $ 210,235     $ 228,216  
 
           
TABLE 6
Reconciliation Data — Historical
Reconciliation of Adjusted OIBDA to Operating Income
(Dollars in thousands)
(Unaudited)
                 
    Three Months Ended  
    December 31,  
    2006     2005  
Adjusted OIBDA
  $ 110,990     $ 101,167  
Non-cash, share-based compensation charges
    (1,437 )     (420 )
Depreciation and amortization
    (54,445 )     (58,037 )
 
           
Operating income
  $ 55,108     $ 42,710  
 
           
                 
    Twelve Months Ended  
    December 31,  
    2006     2005  
Adjusted OIBDA
  $ 444,255     $ 406,610  
Non-cash, share-based compensation charges
    (4,717 )     (1,357 )
Depreciation and amortization
    (215,918 )     (220,567 )
 
           
Operating income
  $ 223,620     $ 184,686  
 
           
 
Note: Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

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TABLE 6
Reconciliation Data — Historical
(Continued)
Reconciliation of Free Cash Flow to Net Cash Flows
Provided by Operating Activities
(Dollars in thousands)
(Unaudited)
                 
    Three Months Ended  
    December 31,  
    2006     2005  
Free cash flow
  $ (197 )   $ (2,381 )
Capital expenditures
    53,583       48,986  
Other expenses
    (1,759 )     (347 )
Non-cash, share-based compensation charges
    (1,437 )     (420 )
Change in assets and liabilities, net
    30,908       12,106  
 
           
Net cash flows provided by operating activities
  $ 81,098     $ 57,944  
 
           
                 
    Twelve Months Ended  
    December 31,  
    2006     2005  
Free cash flow
  $ 6,582     $ (30,186 )
Capital expenditures
    210,235       228,216  
Other expenses
    (26,127 )     (1,523 )
Non-cash, share-based compensation charges
    (4,717 )     (1,357 )
Change in assets and liabilities, net
    (9,068 )     (16,055 )
 
           
Net cash flows provided by operating activities
  $ 176,905     $ 179,095  
 
           
 
Note: Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

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TABLE 7
Calculation – Free Cash Flow
(Dollars in thousands)
(Unaudited)
                 
    Three Months Ended  
    December 31,  
    2006     2005  
Adjusted OIBDA
  $ 110,990     $ 101,167  
Cash taxes
    (65 )     (82 )
Capital expenditures
    (53,583 )     (48,986 )
Interest expense, net
    (57,539 )     (54,480 )
 
           
Free cash flow
  $ (197 )   $ (2,381 )
 
           
                 
    Twelve Months Ended  
    December 31,  
    2006     2005  
Adjusted OIBDA
  $ 444,255     $ 406,610  
Cash taxes
    (232 )     (316 )
Capital expenditures
    (210,235 )     (228,216 )
Interest expense, net
    (227,206 )     (208,264 )
 
           
Free cash flow
  $ 6,582     $ (30,186 )
 
           
 
Note: Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

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TABLE 8
Summary Operating Statistics
(Unaudited)
                         
    Actual   Actual   Actual
    December 31,   September 30,   December 31,
    2006   2006   2005
Estimated homes passed
    2,829,000       2,817,000       2,807,000  
 
                       
Total revenue generating units (RGUs)(a)
    2,591,000       2,535,000       2,417,000  
Quarterly net RGU additions
    56,000       57,000       56,000  
RGU penetration(b)
    91.6 %     90.0 %     86.1 %
Average monthly revenue per RGU(c)
  $ 40.72     $ 40.64     $ 39.11  
 
                       
Customer relationships(d)
    1,445,000       1,454,000       1,475,000  
 
                       
Video
                       
Basic subscribers
    1,380,000       1,394,000       1,423,000  
Quarterly net basic subscriber losses
    (14,000 )     (6,000 )     (6,000 )
Basic penetration(e)
    48.8 %     49.5 %     50.7 %
Digital customers
    528,000       514,000       494,000  
Quarterly net digital customer additions
    14,000       18,000       17,000  
Digital penetration(f)
    38.3 %     36.9 %     34.7 %
Average monthly video revenue per basic subscriber(g)
  $ 53.15     $ 52.89     $ 49.67  
 
                       
Data
                       
Data customers
    578,000       544,000       478,000  
Quarterly net data customer additions
    34,000       28,000       25,000  
Data penetration(h)
    20.4 %     19.3 %     17.0 %
Average monthly data revenue per data customer(i)
  $ 37.43     $ 38.17     $ 37.33  
 
                       
Phone
                       
Estimated marketable phone homes(j)
    2,300,000       1,850,000       1,450,000  
Phone customers
    105,000       83,000       22,000  
Quarterly net phone customers additions
    22,000       17,000       20,000  
Phone penetration(k)
    4.6 %     4.5 %     1.5 %
 
                       
Average total monthly revenue per basic subscriber(l)
  $ 75.24     $ 72.91     $ 65.52  
 
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 revenues 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 phone customers as a percentage of estimated marketable phone homes.
 
(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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