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 26, 2008

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))

 

 

Item 2.02. Results of Operations and Financial Condition.

     On February 26, 2008, Mediacom Communications Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 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 4 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 26, 2008

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 26, 2008

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

Exhibit 99.1

For Immediate Release

Mediacom Communications Reports Results
for Fourth Quarter and Full Year 2007

Middletown, NY – February 26, 2008 – MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) today reported financial results for the three months and year ended December 31, 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.

Fourth Quarter 2007 Financial Highlights

	•		Revenues increased 6.2% to $332.5 million from $313.1 million in Q4 2006
	•		Adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) rose 7.7% to $119.5 million1
	•		Average monthly revenue per basic subscriber increased 11.0% to $83.49
	•		Revenue generating units (“RGUs”) grew by 51,000 during the quarter

Full Year 2007 Financial Highlights

	•		Revenues increased 6.9% to $1,293.4 million from $1,210.4 million in 2006
	•		Adjusted OIBDA rose 4.2% to $463.0 million
	•		Capital expenditures of $227.4 million
	•		RGUs grew to 2,724,000, for an annual net gain of 133,000

“We finished 2007 on a strong note, as we realized in the fourth quarter the highest Adjusted OIBDA growth and RGU gains of the year, made possible in part by a dramatic reduction in basic subscriber losses,” said Rocco B. Commisso, Mediacom’s Chairman and CEO. “Combined revenues from our data and phone products grew by 23%, reflecting their penetration gains as customers increasingly recognize the value proposition of our “ViP” triple play offers.”

“In 2008, we plan to make greater investments in our cable network, mainly to ready ourselves for the digital transition in February 2009. However, even after increased capital spending, we see an improvement of about $18 million in free cash flow relative to 2007, as we expect a meaningful reduction in interest expense,” concluded Mr. Commisso.

Three Months Ended December 31, 2007 Compared to Three Months Ended December 31, 2006

Revenues rose 6.2% to $332.5 million, reflecting strong contributions from Mediacom’s data and phone businesses.

	•		Video revenues increased 1.5% from the fourth quarter of 2006, due to higher service fees from our advanced video products and services, including DVRs and HDTV, and basic video rate increases, offset in part by a lower number of basic subscribers. During the quarter, the Company lost 7,000 basic subscribers, as compared to a loss of 14,000 for the same period last year, which included the negative impact of the Company’s retransmission consent dispute with a major television station group.
			Digital customers grew by 16,000, as compared to an increase of 14,000 in the prior year period, ending the year with 557,000 customers, or 42.1% penetration of basic subscribers. As of December 31, 2007, 29.1% of digital customers received DVR and/or HDTV services, up from 20.0% the prior year-end.
	•		Data revenues rose 16.1%, primarily due to a 13.8% year-over-year increase in data customers. Data customers grew by 22,000, as compared to a gain of 34,000 in the prior year period, ending the year with 658,000 customers, or 23.2% penetration of estimated homes passed.
	•		Telephone revenues rose 71.4%, primarily due to a 76.2% year-over-year increase in phone customers. Phone customers grew by 20,000, as compared to a gain of 22,000 in the prior year period, ending the year with 185,000 customers, or 7.3% penetration of estimated marketable phone homes. As of December 31, 2007, Mediacom Phone was marketed to nearly 90% of the Company’s 2.84 million estimated homes passed.
	•		Advertising revenues decreased by 5.2%, due to a meaningful decline in political advertising as compared to the fourth quarter last year.

Total operating costs grew 5.4%, primarily due to: (i) higher expenses related to corresponding growth in phone and data customers; (ii) increases in programming unit costs; (iii) greater taxes and fees; and (iv) higher billing and marketing expenses; offset in part by a reduction in call center telecommunications and advertising sales expenses.

Adjusted OIBDA increased by 7.7%, resulting in an Adjusted OIBDA margin of 36.0%, up from 35.5% in the prior year period. Operating income decreased by 2.7% primarily due to higher depreciation and amortization, offset in part by the increase in Adjusted OIBDA.

Liquidity and Capital Resources

The Company has included the Condensed Statements of Cash Flows for the twelve months ended December 31, 2007 and 2006 in Table 4 to provide more details regarding liquidity and capital resources.

Significant sources of cash for the twelve months ended December 31, 2007 were:

	•		Net cash flows from operating activities of $188.8 million
	•		Proceeds of $32.3 from the sales of certain non-core cable systems
	•		Net borrowing of revolving bank loans of $70.4 million

Significant uses of cash for the twelve months ended December 31, 2007 were:

	•		Capital expenditures of approximately $227.4 million
	•		Purchase of a cable system for $7.3 million
	•		Repurchases of common stock totaling $69.0 million

Capital expenditures increased $17.2 million from 2006, primarily due to greater customer premise and scalable infrastructure spending, offset in part by modest declines in upgrade/rebuild and support capital expenditures. Spending on customer premise activities grew $11.4 million due to higher levels of digital set-top box purchases and installation costs tied to RGU growth. Scalable infrastructure spending rose $7.4 million, primarily to enhance network capacity.

Free cash flow, as defined by the Company below, was negative $3.6 million for the twelve months ended December 31, 2007, as compared to positive $6.6 million in the prior year period. See Table 7 for further detail.

Financial Position

At December 31, 2007, the Company had total debt outstanding of $3.215 billion, an increase of $28.3 million as compared to September 30, 2007. As of the same date, the Company had unused credit facilities of about $645 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, 69% 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 December 31, 2007, the Company repurchased approximately 6.5 million shares of its Class A Common Stock for an aggregate cost of $30.0 million. At December 31, 2007, the Company had approximately 99.0 million shares of Class A and Class B common stock outstanding, and $20.0 million was available under the Company’s stock repurchase program.

2008 Guidance

The Company today announced the following financial guidance for 2008

	•		Revenue growth of between 6% and 7%
	•		Adjusted OIBDA growth of between 6% and 7%
	•		Capital expenditures of between $255 million and $265 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

In this press release, 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; and the other risks and uncertainties discussed 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 Securities and Exchange Commission. Statements included in this press release are based upon information known to us as of the date of this press release, and we assume no obligation to update or alter our 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)		Consolidated Statements of Operations-three month periods				Investor Relations
(2)		Consolidated Statements of Operations–twelve month periods				Matt Derdeyn
(3)		Condensed Consolidated Balance Sheets				Group Vice President,
(4)		Condensed Statements of Cash Flows				Corporate Finance & 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
Actual Results – Three Month Periods
Consolidated Statements of Operations
(All amounts in thousands, except per share data)
(Unaudited)

		Three Months Ended
		December 31,								Percent
		2007				2006				Change
Video		$	224,050			$	220,695				1.5	%
Data			73,372				63,192				16.1
Phone			16,624				9,698				71.4
Advertising			18,468				19,489				(5.2	)
Total revenues		$	332,514			$	313,074				6.2	%
Service costs		$	139,887			$	127,790				9.5	%
SG&A expenses			66,643				68,097				(2.1	)
Corporate expenses			6,441				6,197				3.9
Total operating costs		$	212,971			$	202,084				5.4	%
Adjusted OIBDA		$	119,543			$	110,990				7.7	%
Non-cash, share-based compensation charges			1,313				1,437			NM
Depreciation and amortization			64,626				54,445				18.7
Operating income		$	53,604			$	55,108				(2.7	)%
Interest expense, net		$	(58,819	)		$	(57,539	)			2.2	%
Loss on derivatives, net			(13,930	)			(1,270	)		NM
Loss on sale of cable systems			(247	)			—			NM
Other expense, net			(3,000	)			(2,223	)			35.0
Loss before income taxes			(22,392	)			(5,924	)		NM
(Provision for) benefit from income taxes			(14,480	)			2,311			NM
Net loss		$	(36,872	)		$	(3,613	)		NM
Basic and diluted weighted average shares outstanding			103,649				109,798
Basic and diluted loss per share		$	(0.36	)		$	(0.03	)
Adjusted OIBDA margin (a)			36.0	%			35.5	%
Operating income margin (b)			16.1	%			17.6	%

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
		2007				2006				Change
Video		$	891,594			$	881,530				1.1	%
Data			278,853				237,542				17.4
Phone			55,892				26,996				107.0
Advertising			67,036				64,332				4.2
Total revenues		$	1,293,375			$	1,210,400				6.9	%
Service costs		$	543,514			$	492,363				10.4	%
SG&A expenses			263,154				251,625				4.6
Corporate expenses			23,728				22,157				7.1
Total operating costs		$	830,396			$	766,145				8.4	%
Adjusted OIBDA		$	462,979			$	444,255				4.2	%
Non-cash, share-based compensation charges			5,319				4,717			NM
Depreciation and amortization			235,331				215,918				9.0
Operating income		$	222,329			$	223,620				(0.6	)%
Interest expense, net		$	(239,015	)		$	(227,206	)			5.2	%
Loss on early extinguishment of debt			—				(35,831	)		NM
Loss on derivatives, net			(22,902	)			(15,798	)		NM
Gain on sale of cable systems			11,079				—			NM
Other expense, net			(9,054	)			(9,973	)			(9.2	)
Loss before income taxes			(37,563	)			(65,188	)		NM
Provision for income taxes			(57,566	)			(59,734	)		NM
Net loss		$	(95,129	)		$	(124,922	)		NM
Basic and diluted weighted average shares outstanding			107,828				110,971
Basic and diluted loss per share		$	(0.88	)		$	(1.13	)
Adjusted OIBDA margin (a)			35.8	%			36.7	%
Operating income margin (b)			17.2	%			18.5	%

TABLE 3

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

		December 31,				December 31,
		2007				2006
ASSETS
Cash		$	19,388			$	36,385
Subscriber accounts receivable, net			82,096				75,722
Prepaid expenses and other assets			20,692				17,248
Deferred tax assets			2,424				2,467
Total current assets		$	124,600			$	131,822
Property, plant and equipment, net			1,436,427				1,451,134
Intangible assets, net			2,029,366				2,037,107
Other assets, net			24,817				32,287
Total assets		$	3,615,210			$	3,652,350
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses		$	247,485			$	275,611
Deferred revenue			51,015				46,293
Current portion of long-term debt			94,533				75,563
Total current liabilities		$	393,033			$	397,467
Long-term debt, less current portion			3,120,500				3,069,036
Deferred tax liabilities			316,602				259,300
Other non-current liabilities			38,164				21,361
Total stockholders’ deficit			(253,089	)			(94,814	)
Total liabilities and stockholders’ deficit		$	3,615,210			$	3,652,350

TABLE 4

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

		Twelve Months Ended
		December 31,
		2007				2006
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net cash flows provided by operating activities		$	188,792			$	176,905
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures			(227,409	)			(210,235	)
Acquisition of cable system			(7,274	)			—
Proceeds from sale of assets and investments			32,348				—
Net cash flows used in investing activities		$	(202,335	)		$	(210,235	)
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
New borrowings			412,525				2,481,000
Repayment of debt			(342,091	)			(1,823,552	)
Redemption of senior notes			—				(572,500	)
Repurchase of common stock			(69,036	)			(34,386	)
Other financing activities — book overdrafts			(5,814	)			3,916
Proceeds from issuance of common stock in employee stock purchase plan			962				909
Financing costs			—				(2,953	)
Net cash flows (used in) provided by financing activities		$	(3,454	)		$	52,434
Net (decrease) increase in cash		$	(16,997	)		$	19,104
CASH, beginning of period		$	36,385			$	17,281
CASH, end of period		$	19,388			$	36,385
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized		$	245,143			$	247,507

TABLE 5

Capital Expenditure Data
(Dollars in thousands)
(Unaudited)

		Three Months Ended
		December 31,
		2007				2006
Customer premise activity		$	20,586			$	25,066
Commercial			3,336				1,452
Scalable infrastructure			6,660				4,453
Line extensions			4,358				6,387
Upgrade/Rebuild			6,047				10,057
Support capital			3,619				6,168
Total		$	44,606			$	53,583

		Twelve Months Ended
		December 31,
		2007				2006
Customer premise activity		$	110,163			$	98,718
Commercial			7,887				5,397
Scalable infrastructure			33,423				26,018
Line extensions			21,122				20,003
Upgrade/Rebuild			33,886				37,707
Support capital			20,928				22,392
Total		$	227,409			$	210,235

TABLE 6
Reconciliation Data — Historical
Reconciliation of Adjusted OIBDA to Operating Income
(Dollars in thousands)
(Unaudited)

		Three Months Ended
		December 31,
		2007				2006
Adjusted OIBDA		$	119,543			$	110,990
Non-cash, share-based compensation charges			(1,313	)			(1,437	)
Depreciation and amortization			(64,626	)			(54,445	)
Operating income		$	53,604			$	55,108

		Twelve Months Ended
		December 31,
		2007				2006
Adjusted OIBDA		$	462,979			$	444,255
Non-cash, share-based compensation charges			(5,319	)			(4,717	)
Depreciation and amortization			(235,331	)			(215,918	)
Operating income		$	222,239			$	223,620

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

		Three Months Ended
		December 31,
		2007				2006
Free cash flow		$	16,078			$	(197	)
Capital expenditures			44,606				53,583
Other expenses, net			(655	)			(1,759	)
Non-cash, share-based compensation charges			(1,313	)			(1,437	)
Change in assets and liabilities, net			(13,673	)			30,908
Net cash flows provided by operating activities		$	45,043			$	81,098

		Twelve Months Ended
		December 31,
		2007				2006
Free cash flow		$	(3,641	)		$	6,582
Capital expenditures			227,409				210,235
Other expenses, net			1,103				(26,127	)
Non-cash, share-based compensation charges			(5,319	)			(4,717	)
Change in assets and liabilities, net			(30,760	)			(9,068	)
Net cash flows provided by operating activities		$	188,792			$	176,905

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

		Three Months Ended
		December 31,
		2007				2006
Adjusted OIBDA		$	119,543			$	110,990
Cash Taxes			(40	)			(65	)
Capital Expenditures			(44,606	)			(53,583	)
Interest expense, net			(58,819	)			(57,539	)
Free cash flow		$	16,078			$	(197	)

		Twelve Months Ended
		December 31,
		2007				2006
Adjusted OIBDA		$	462,979			$	444,255
Cash Taxes			(196	)			(232	)
Capital Expenditures			(227,409	)			(210,235	)
Interest expense, net			(239,015	)			(227,206	)
Free cash flow		$	(3,641	)		$	6,582

TABLE 8
Summary Operating Statistics
(Unaudited)

		Actual				Actual				Actual
		December 31,				September 30,				December 31,
		2007				2007				2006
Estimated homes passed			2,836,000				2,839,000				2,829,000
Total revenue generating units (RGUs)(a)			2,724,000				2,673,000				2,591,000
Quarterly net RGU additions			51,000				40,000				56,000
Average monthly revenue per RGU(b)		$	41.07			$	41.24			$	40.72
Customer relationships(c)			1,399,000				1,402,000				1,445,000
Video
Basic subscribers			1,324,000				1,331,000				1,380,000
Quarterly net basic subscriber losses			(7,000	)			(13,000	)			(14,000	)
Digital customers			557,000				541,000				528,000
Quarterly net digital customer additions			16,000				9,000				14,000
Digital penetration(d)			42.1	%			40.6	%			38.3	%
Data
Data customers			658,000				636,000				578,000
Quarterly net data customer additions			22,000				23,000				34,000
Data penetration(e)			23.2	%			22.4	%			20.4	%
Phone
Estimated marketable phone homes(f)			2,550,000				2,500,000				2,300,000
Phone customers			185,000				165,000				105,000
Quarterly net phone customers additions			20,000				21,000				22,000
Phone penetration(g)			7.3	%			6.6	%			4.6	%
Average total monthly revenue per basic subscriber(h)		$	83.49			$	81.81			$	75.24