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

MEDIACOM COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware (State of incorporation)		0-29227 (Commission File No.)		06-1566067 (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))

 

 

Item 2.02. Results of Operations and Financial Condition.

     On August 7, 2007, Mediacom Communications Corporation issued a press release announcing its financial results for the quarter ended June 30, 2007. 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 3 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 August 7, 2007

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: August 7, 2007

EXHIBIT 99.1

For Immediate Release

Mediacom Communications Reports Results
for Second Quarter 2007

Middletown, NY — August 7, 2007 — MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) today reported financial results for the three months ended June 30, 2007. 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.

Second Quarter 2007 Financial Highlights

	•		Revenues increased 7.4% to $324.7 million from $302.4 million in Q2 2006
	•		Adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) rose 3.8% to $119.3 million1
	•		Operating income grew 1.9% to $61.0 million
	•		Net loss of $6.6 million, versus net income in Q2 2006 of $5.7 million
	•		Average monthly revenue per basic subscriber increased 12.0% to $80.00
	•		Total revenue generating units (“RGUs”) rose 6.3% to 2,633,000, with a gain of 18,000 during the quarter

“Our results for the second quarter exceeded the sequential revenue and Adjusted OIBDA growth targets we established on our last quarter earnings conference call,” said Rocco B. Commisso, Mediacom’s Chairman and CEO. “Given the recent turbulence in the credit markets, we are pleased to report that in this quarter we attained our lowest level of financial leverage since early 2001, and we maintain a strong financial position with $800 million of unused and available long-term credit commitments,” concluded Mr. Commisso.

Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006

Revenues rose 7.4% to $324.7 million for the second quarter of 2007, reflecting strong contributions from Mediacom’s data and phone businesses.

•

Video revenues increased 1.6% from the second quarter of 2006, with higher service fees from our advanced video products and services, such as DVRs and HDTV, and basic video rate increases, offset by a reduction in basic subscribers. During the quarter, the Company lost 18,000 basic subscribers, compared to a loss of 22,000 in the prior year period in what is a seasonally weak quarter. Average monthly video revenue per basic subscriber grew 5.9% from the second quarter of 2006 to $55.69.

Digital customers grew by 2,000 during the second quarter of 2007, as compared to a loss of 1,000 in the same period last year.

	•		Data revenues rose 19.6% due to an 18.8% year-over-year increase in data customers. Data customers grew by 13,000 during the second quarter of 2007, as compared to a gain of 12,000 in the same period last year.
	•		Telephone revenues rose 126.0% due to 118.2% year-over-year increase in phone customers. The Company’s phone customers grew by 21,000 during the second quarter of 2007, as compared to a gain of 20,000 in the same period last year. Mediacom Phone was marketed to 2.45 million homes as of June 30, 2007, and this footprint is expected to reach 2.5 million homes, or approximately 88% of the Company’s estimated homes passed by the end of 2007.
	•		Advertising revenues were essentially flat year-over-year, with continued weakness in national and local advertising sales.

Total operating costs grew 9.6% primarily due to (i) increases in delivery and customer support expenses related to unit growth in the Company’s phone and data services, (ii) increases in programming unit costs, and (iii) increases in marketing expense, bad debt expense and telecommunications charges in the Company’s customer call centers.

As a result, Adjusted OIBDA increased by 3.8%. Operating income increased 1.9%, due to the increase in Adjusted OIBDA, offset in part by higher depreciation and amortization expense compared to the second quarter of 2006.

Liquidity and Capital Resources

The Company has included the Condensed Statements of Cash Flows for the six months ended June 30, 2007 and 2006 in Table 4 to provide more details regarding liquidity and capital resources.

Significant sources of cash for the six months ended June 30, 2007 were:

	•		Net cash flows from operating activities of $75.2 million; and
	•		Sale of cable systems for $22.9 million.

Significant uses of cash for the six months ended June 30, 2007 were:

	•		Capital expenditures of approximately $111.8 million;
	•		Purchase of a cable system for $7.3 million; and
	•		Repurchases of common stock totaling $4.3 million.

Free cash flow, as defined by the Company below, was negative $4.2 million for the six months ended June 30, 2007, as compared to positive $5.1 million in the prior year period. See Table 7 for further detail.

Financial Position

At June 30, 2007, the Company had total debt outstanding of $3,138.4 million, an increase of $4.0 million since March 31, 2007. As of the same date, the Company had unused credit facilities of about $802.3 million, all of which 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, about 64.1% of the Company’s total debt is at fixed interest rates or subject to interest rate protection.

Stock Repurchase Program and Activity

During the three months ended June 30, 2007, the Company repurchased approximately 500,000 shares of its Class A Common Stock for an aggregate cost of $4.3 million. As of June 30, 2007, approximately $34.7 million remains available under the Company’s stock repurchase program.

Updated 2007 Guidance

Given current trends in the business, and to a lesser extent the effect of certain completed and pending asset sales, the Company is revising its full-year 2007 financial guidance as follows:

	•		Revenue growth of 7 — 8% from 8 — 9%
	•		Adjusted OIBDA growth of 6 — 7% from 7 — 8%

Capital expenditure guidance is unchanged at approximately $215 million.

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.

Adjusted OIBDA and Free Cash Flow should not be regarded as alternatives to 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 on a forward-looking basis primarily because it is impractical to project the timing of certain events, 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.

Forward Looking Statements

You should carefully review the information contained in this Quarterly Report and in other reports or documents that we file from time to time with the Securities and Exchange Commission (the “SEC”).

In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify those so-called ‘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 we anticipate. Factors that could cause actual results to differ from those contained in the forward-looking statements include, but are not limited to: existing and future competition in our video, high-speed Internet access and phone businesses; our ability to achieve anticipated customer and revenue growth and to successfully implement our growth strategy, including the introduction of new products and services and acquisitions; increasing programming costs; changes in laws and regulations; our ability to generate sufficient cash flow to meet our debt service obligations and access capital to maintain our financial flexibility; our Class B common stock has substantial voting rights and, through his beneficial ownership of the Class B common stock, our Chairman and CEO generally has the ability to control the outcome of all matters requiring stockholder approval; and the other risks and uncertainties discussed in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2006 and other reports or documents that we file from time to time with the SEC. Statements included in this Quarterly Report are based upon information known to us as of the date of that this Quarterly Report is filed with the SEC, and we assume no obligation to update or alter our forward-looking statements made in this Quarterly Report, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.

Tables:		Contact:
(1) Consolidated Statements of Operations–three month periods (2) Consolidated Statements of Operations–six month periods		Investor Relations     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

TABLE 1
Consolidated Statements of Operations
(All amounts in thousands, except per share data)
(Unaudited)

		Three Months Ended
		June 30,								Percent
		2007				2006				Change
Video		$	226,029			$	222,559				1.6	%
Data			69,405				58,037				19.6
Phone			13,281				5,876				126.0
Advertising			16,019				15,949				0.4
Total revenues		$	324,734			$	302,421				7.4	%
Service costs		$	133,836			$	121,862				9.8	%
SG&A expenses			65,717				60,395				8.8
Corporate expenses			5,920				5,232				13.1
Total operating costs		$	205,473			$	187,489				9.6	%
Adjusted OIBDA		$	119,261			$	114,932				3.8	%
Non-cash, share-based compensation charges			(1,366	)			(898	)			52.1
Depreciation and amortization			(56,934	)			(54,184	)			5.1
Operating income		$	60,961			$	59,850				1.9	%
Interest expense, net		$	(60,022	)		$	(56,890	)			5.5	%
Loss on early extinguishment of debt			—				(7,532	)			NM
Gain on derivatives, net			9,214				807				NM
Other expense, net			(2,196	)			(2,983	)			(26.4	)
Income (loss) before income taxes			7,957				(6,748	)			NM
(Provision for) benefit from income taxes			(14,601	)			12,473				NM
Net (loss) income		$	(6,644	)		$	5,725				NM
Basic weighted average shares outstanding			109,758				110,922
Basic (loss) gain per share		$	(0.06	)		$	0.05
Diluted weighted average shares outstanding			109,758				112,476
Diluted (loss) gain per share		$	(0.06	)		$	0.05
Adjusted OIBDA margin (a)			36.7	%			38.0	%
Operating income margin (b)			18.8	%			19.8	%

TABLE 2
Consolidated Statements of Operations
(All amounts in thousands, except per share data)
(Unaudited)

		Six Months Ended
		June 30,								Percent
		2007				2006				Change
Video		$	441,657			$	439,451				0.5	%
Data			134,953				113,547				18.9
Phone			24,825				9,441				162.9
Advertising			31,174				29,330				6.3
Total revenues		$	632,609			$	591,769				6.9	%
Service costs		$	266,073			$	240,252				10.7	%
SG&A expenses			128,042				118,510				8.0
Corporate expenses			11,786				10,506				12.2
Total operating costs		$	405,901			$	369,268				9.9	%
Adjusted OIBDA		$	226,708			$	222,501				1.9	%
Non-cash, share-based compensation charges			(2,687	)			(2,053	)			30.9
Depreciation and amortization			(110,735	)			(107,901	)			2.6
Operating income		$	113,286			$	112,547				0.7	%
Interest expense, net		$	(119,012	)		$	(112,542	)			5.7	%
Loss on early extinguishment of debt			—				(7,532	)			NM
Gain on derivatives, net			4,819				1,322				NM
Gain on sale of assets and investments, net			10,781				—				NM
Other expense, net			(4,904	)			(5,624	)			(12.8	)
Income (loss) before income taxes			4,970				(11,829	)			NM
Provision for income taxes			(28,495	)			(19,653	)			NM
Net loss		$	(23,525	)		$	(31,482	)			NM
Basic weighted average shares outstanding			109,824				112,218
Basic loss per share		$	(0.21	)		$	(0.28	)
Diluted weighted average shares outstanding			109,824				112,218
Diluted loss per share		$	(0.21	)		$	(0.28	)
Adjusted OIBDA margin (a)			35.8	%			37.6	%
Operating income margin (b)			17.9	%			19.0	%

TABLE 3
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)

		June 30,				December 31,
		2007				2006
ASSETS
Cash and cash equivalents		$	14,697			$	36,385
Subscriber accounts receivable, net			76,213				75,722
Prepaid expenses and other assets			17,719				17,248
Deferred tax assets			2,176				2,467
Total current assets		$	110,805			$	131,822
Property, plant and equipment, net			1,447,672				1,451,134
Intangible assets, net			2,036,247				2,037,107
Other assets, net			29,209				32,287
Total assets		$	3,623,933			$	3,652,350
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses		$	254,013			$	275,611
Deferred revenue			50,502				46,293
Current portion of long-term debt			84,678				75,563
Total current liabilities		$	389,193			$	397,467
Long-term debt, less current portion			3,053,750				3,069,036
Deferred tax liabilities			287,392				259,300
Other non-current liabilities			13,488				21,361
Total stockholders’ deficit			(119,890	)			(94,814	)
Total liabilities and stockholders’ deficit		$	3,623,933			$	3,652,350

TABLE 4
Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

		Six Months Ended
		June 30,
		2007				2006
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net cash flows provided by operating activities		$	75,182			$	107,727
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures			(111,776	)			(104,781	)
Acquisition of cable system			(7,274	)			—
Proceeds from sale of assets and investments			22,948				—
Net cash flows used in investing activities		$	(96,102	)		$	(104,781	)
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
New borrowings			140,166				1,581,000
Repayment of debt			(146,335	)			(1,345,632	)
Redemption of senior notes			—				(172,500	)
Repurchase of common stock			(4,331	)			(34,386	)
Other financing activities – book overdrafts			9,272				(3,173	)
Proceeds from issuance of common stock in employee stock purchase plan			460				460
Financing costs			—				(193	)
Net cash flows (used in) provided by financing activities		$	(768	)		$	25,576
Net (decrease) increase in cash and cash equivalents		$	(21,688	)		$	28,522
CASH AND CASH EQUIVALENTS, beginning of period		$	36,385			$	17,281
CASH AND CASH EQUIVALENTS, end of period		$	14,697			$	45,803
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized		$	123,049			$	118,845

TABLE 5
Capital Expenditure Data
(Dollars in thousands)
(Unaudited)

		Six Months Ended
		June 30,
		2007				2006
Customer premise equipment		$	61,877			$	49,846
Scalable infrastructure			16,711				16,544
Line extensions			8,509				6,524
Upgrade/Rebuild			12,825				22,763
Support capital			11,854				9,104
Total		$	111,776			$	104,781

TABLE 6
Reconciliation Data — Historical

Reconciliation of Adjusted OIBDA to Operating Income
(Dollars in thousands)
(Unaudited)

		Three Months Ended
		June 30,
		2007				2006
Adjusted OIBDA		$	119,261			$	114,932
Non-cash, share-based compensation charges			(1,366	)			(898	)
Depreciation and amortization			(56,934	)			(54,184	)
Operating income		$	60,961			$	59,850

		Six Months Ended
		June 30,
		2007				2006
Adjusted OIBDA		$	226,708			$	222,501
Non-cash, share-based compensation charges			(2,687	)			(2,053	)
Depreciation and amortization			(110,735	)			(107,901	)
Operating income		$	113,286			$	112,547

TABLE 6
Reconciliation Data — Historical (cont)

Reconciliation of Free Cash Flow to Net Cash Flows
Provided by Operating Activities
(Dollars in thousands)
(Unaudited)

		Six Months Ended
		June 30,
		2007				2006
Free cash flow		$	(4,172	)		$	5,066
Capital expenditures			111,776				104,781
Other expenses			284				(2,864	)
Non-cash, share-based compensation charges			(2,687	)			(2,053	)
Change in assets and liabilities, net			(30,019	)			2,797
Net cash flows provided by operating activities		$	75,182			$	107,727

TABLE 7
Calculation — Free Cash Flow
(Dollars in thousands)
(Unaudited)

		Three Months Ended
		June 30,
		2007				2006
Adjusted OIBDA		$	119,261			$	114,932
Cash taxes			(43	)			(56	)
Capital expenditures			(61,919	)			(57,162	)
Interest expense, net			(60,022	)			(56,890	)
Free cash flow		$	(2,723	)		$	824

		Six Months Ended
		June 30,
		2007				2006
Adjusted OIBDA		$	226,708			$	222,501
Cash taxes			(92	)			(112	)
Capital expenditures			(111,776	)			(104,781	)
Interest expense, net			(119,012	)			(112,542	)
Free cash flow		$	(4,172	)		$	5,066

TABLE 8
Summary Operating Statistics
(Unaudited)

		Actual				Actual				Actual
		June 30,				March 31,				June 30,
		2007				2007				2006
Estimated homes passed			2,835,000				2,822,000				2,813,000
Total revenue generating units (RGUs)(a)			2,633,000				2,615,000				2,478,000
Quarterly net RGU additions			18,000				24,000				9,000
Average monthly revenue per RGU(b)		$	41.25			$	39.43			$	40.75
Customer relationships(c)			1,413,000				1,430,000				1,459,000
Video
Basic subscribers			1,344,000				1,362,000				1,400,000
Quarterly net basic subscriber losses			(18,000	)			(18,000	)			(22,000	)
Digital customers			532,000				530,000				496,000
Quarterly net digital customer additions (losses)			2,000				2,000				(1,000	)
Digital penetration(d)			39.6	%			38.9	%			35.4	%
Data
Data customers			613,000				600,000				516,000
Quarterly net data customer additions			13,000				22,000				12,000
Data penetration(e)			21.6	%			21.3	%			18.3	%
Phone
Estimated marketable phone homes(f)			2,450,000				2,350,000				1,700,000
Phone customers			144,000				123,000				66,000
Quarterly net phone customers additions			21,000				18,000				20,000
Phone penetration(g)			5.9	%			5.2	%			3.9	%
Average total monthly revenue per basic subscriber(h)		$	80.00			$	74.85			$	71.44