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MCCC > SEC Filings for MCCC > Form 10-Q on 7-Nov-2008All Recent SEC Filings

Show all filings for MEDIACOM COMMUNICATIONS CORP | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for MEDIACOM COMMUNICATIONS CORP


7-Nov-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited consolidated financial statements as of, and for the three and nine months ended September 30, 2008 and 2007, and with our annual report on Form 10-K for the year ended December 31, 2007. Certain items have been reclassified to conform to the current year's presentation.
Overview
Mediacom Communications Corporation is the nation's eighth largest cable television company based on the number of basic video subscribers, and among the leading cable operators focused on serving the smaller cities and towns in the United States. Through our interactive broadband network, we provide our customers with a wide array of advanced products and services, including video services such as video-on-demand, high-definition television ("HDTV") and digital video recorders ("DVRs"), high-speed data ("HSD") and phone service. We offer triple-play bundles of video, HSD and phone to 91% of our estimated homes passed. Bundled products and services offer our customers a single provider contact for ordering, provisioning, billing and customer care.
As of September 30, 2008, our cable systems passed an estimated 2.85 million homes and served 1.32 million basic subscribers in 22 states. We provide digital video services to 624,000 customers, representing a digital penetration of 47.1% of our basic subscribers; HSD service to 726,000 customers, representing a HSD penetration of 25.5% of our estimated homes passed; and phone service to 239,000 customers, representing a penetration of 9.2% of our estimated marketable phone homes.
We evaluate our performance, in part, by measuring the number of revenue generating units ("RGUs") we serve, which represent the total of basic subscribers and digital, HSD and phone customers. As of September 30, 2008, we served 2.91 million RGUs, an increase of 9.0% over the end of the prior year period.
Revenues, Costs and Expenses
Video revenues primarily represent monthly subscription fees charged to customers for our core cable television products and services (including basic and digital cable programming services, wire maintenance, equipment rental and services to commercial establishments), pay-per-view charges, installation, reconnection and late payment fees and other ancillary revenues. HSD revenues primarily represent monthly fees charged to customers, including small to medium sized commercial establishments, for our HSD products and services and equipment rental fees, as well as fees charged to medium to large sized businesses for our scalable, fiber-based enterprise network products and services. Phone revenues primarily represent monthly fees charged to customers. Advertising revenues represent the sale of advertising time on various channels.
Significant service costs include: programming expenses; employee expenses related to wages and salaries of technical personnel who maintain our cable network, perform customer installation activities and provide customer support; HSD costs, including costs of bandwidth connectivity and customer provisioning; phone service costs, including delivery and other expenses; and field operating costs, including outside contractors, vehicle, utilities and pole rental expenses.
Video programming costs, which are generally paid on a per subscriber basis, represent our largest single expense and have historically increased due to both increases in the rates charged for existing programming services and the introduction of new programming services to our customers. These costs are expected to continue to grow principally because of contractual unit rate increases and the increasing demands of television broadcast station owners for retransmission consent fees. As a consequence, it is expected that our video gross margins will decline as increases in programming costs outpace growth in video revenues.


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Until recently, we generally have obtained retransmission consent for stations in our markets without being required to provide consideration that did not result in some offsetting value to us. The traditional retransmission consent process is based on three year cycles, with the current cycle ending December 31, 2008. In some prior negotiations we have entered into longer term agreements so that not all of the broadcast stations carried by us are up for renegotiation at this time. Most owners of multiple broadcast stations have become much more aggressive in demanding significant cash payments from us and other cable operators, DBS providers and local telephone companies. Consequently, we believe that the cost to secure retransmission consent in 2009 and beyond will rise significantly. In some cases, refusal to meet the demands of broadcast station owners could result in the loss of our ability to retransmit those stations to our subscribers. That could cause some of our existing or potential new subscribers to switch to, or choose, competitors which offer the stations.
Significant selling, general and administrative expenses include: wages and salaries for our call centers, customer service and support and administrative personnel; franchise fees and taxes; marketing; bad debt; billing; advertising; and office costs related to telecommunications and office administration. Adjusted OIBDA
We define Adjusted OIBDA as operating income before depreciation and amortization and non-cash, share-based compensation charges. Adjusted OIBDA is one of the primary measures used by management to evaluate our performance and to forecast future results but is not a financial measure calculated in accordance with generally accepted accounting principles (GAAP) in the United States. It is also a significant performance measure in our annual incentive compensation programs. We believe Adjusted OIBDA is useful for investors because it enables them to assess our 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. Adjusted OIBDA and similar measures are used in calculating compliance with the covenants of our debt arrangements. 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 our 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 our non-cash, share-based compensation charges. Adjusted OIBDA should not be regarded as an alternative to either operating income or net income (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. We believe that operating income is the most directly comparable GAAP financial measure to Adjusted OIBDA. Retransmission Consent
Prior to February 2007, cable systems serving our subscribers carried the broadcast signals of 22 local broadcast stations owned or programmed by Sinclair Broadcast Group, Inc. ("Sinclair") under a month-to-month retransmission arrangement terminable at the end of any month on 45-days notice. Eleven of these stations are affiliates of one of the "big-4" networks (ABC, CBS, FOX and NBC) that we deliver to approximately half of our total subscribers. The other stations are affiliates of the recently launched CW or MyNetwork broadcast networks or are unaffiliated with a national broadcast network.
On September 28, 2006, Sinclair exercised its right to deliver notice to us to terminate retransmission of all of its stations effective December 1, 2006, but subsequently agreed to extend our right to carriage of its signals until January 5, 2007. We and Sinclair were unable to reach agreement, and on January 5, 2007, Sinclair directed us to discontinue carriage of its stations. On February 2, 2007, we and Sinclair reached a multi-year agreement and Sinclair stations were immediately restored on the affected cable systems. As a result of this retransmission consent dispute, we experienced higher levels of basic subscriber losses and operating expenses in the fourth quarter of 2006 and the first quarter of 2007.


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Actual Results of Operations
Three Months Ended September 30, 2008 compared to Three Months Ended
September 30, 2007
The following tables set forth the unaudited consolidated statements of
operations for the three months ended September 30, 2008 and 2007 (dollars in
thousands and percentage changes that are not meaningful are marked NM):

                                           Three Months Ended
                                              September 30,
                                           2008          2007         $ Change       % Change

Revenues                                 $ 352,553     $ 328,252     $   24,301            7.4 %
Costs and expenses:
Service costs (exclusive of
depreciation and amortization)             148,714       137,555         11,159            8.1 %
Selling, general and administrative
expenses                                    71,117        68,634          2,483            3.6 %
Corporate expenses                           7,762         6,654          1,108           16.7 %
Depreciation and amortization               53,781        59,970         (6,189 )        (10.3 %)

Operating income                            71,179        55,439         15,740           28.4 %

Interest expense, net                      (54,678 )     (61,185 )        6,507          (10.6 %)
Gain (loss) on derivatives, net              6,006       (13,791 )       19,797             NM
Gain on sale of cable systems, net               -           545           (545 )           NM
Other expense, net                          (5,816 )      (1,150 )       (4,666 )           NM

Income from continuing operations
before income taxes                         16,691       (20,142 )       36,833             NM
Provision for income taxes                 (14,494 )     (14,591 )           97           (0.7 %)

Net income (loss)                        $   2,197     $ (34,733 )   $   36,930             NM


Adjusted OIBDA                           $ 126,404     $ 116,728     $    9,676            8.3 %




                                            September 30,
                                         2008          2007        $ Change       % Change

  Adjusted OIBDA                       $ 126,404     $ 116,728     $   9,676            8.3 %
  Non-cash, share-based compensation      (1,444 )      (1,319 )        (125 )          9.5 %
  Depreciation and amortization          (53,781 )     (59,970 )       6,189          (10.3 %)

  Operating income                     $  71,179     $  55,439     $  15,740           28.4 %


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Revenues
The following tables set forth the unaudited revenues, and selected subscriber,
customer and average monthly revenue statistics for the three months ended
September 30, 2008 and 2007 (dollars in thousands, except per subscriber and RGU
data):

                               Three Months Ended
                                  September 30,
                               2008          2007        $ Change       % Change
            Video            $ 229,545     $ 225,887     $   3,658            1.6 %
            HSD                 82,447        70,528        11,919           16.9 %
            Phone               23,697        14,443         9,254           64.1 %
            Advertising         16,864        17,394          (530 )         (3.0 %)

            Total Revenues   $ 352,553     $ 328,252     $  24,301            7.4 %




                                              September 30,               Increase/
                                          2008             2007          (Decrease)        % Change
Basic subscribers                        1,324,000        1,331,000           (7,000 )          (0.5 %)
Digital customers                          624,000          541,000           83,000            15.3 %
HSD customers                              726,000          636,000           90,000            14.2 %
Phone customers                            239,000          165,000           74,000            44.8 %

RGUs (1)                                 2,913,000        2,673,000          240,000             9.0 %

Average total monthly revenue per
basic subscriber (2)                   $     88.86      $     81.81      $      7.05             8.6 %

(1) RGUs represent the total of basic subscribers and digital, HSD and phone customers.

(2) Represents total average monthly revenues for the quarter divided by total average basic subscribers for such period.

Revenues rose 7.4%, largely attributable to growth in our HSD and phone customers and, to a lesser extent, an increase in video revenues. Average total monthly revenue per basic subscriber increased 8.6%.
Video revenues grew 1.6%, largely due to customer growth in our advanced video products and services and, to a lesser extent, basic video rate increases offset in part by a lower number of basic subscribers. During the three months ended September 30, 2008, we gained 3,000 basic subscribers, compared to a loss of 13,000 basic subscribers for the same period last year. Digital customers grew by 25,000 during the three months ended September 30, 2008, as compared to an increase of 9,000 in the prior year period. As of September 30, 2008, 32.6% of digital customers were taking our DVR and/or HDTV services, as compared to 22.4% at the end of the prior year period.
HSD revenues rose 16.9%, largely due to a 14.2% year-over-year increase in HSD customers and, to a lesser extent, growth in our enterprise network products and services. During the three months ended September 30, 2008, HSD customers grew by 24,000, as compared to a gain of 23,000 in the prior year period. Phone revenues grew 64.1%, mainly due to a 44.8% year-over-year increase in phone customers and a reduction in discounted pricing. During the three months ended September 30, 2008, phone customers grew by 17,000, as compared to a gain of 21,000 in the prior year period. As of September 30, 2008, our phone service was marketed to 91% of our estimated 2.85 million homes passed. Advertising revenues decreased 3.0%, largely as a result of a decrease in automotive advertising and one less week in the broadcast calendar compared to the prior year period, offset in part by an increase in political advertising.


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Costs and Expenses
Service costs rose 8.1%, primarily due to increases in programming, phone service, field operating and personnel expenses, offset in part by lower HSD costs. Programming expenses grew 8.9%, principally as a result of higher contractual rates charged by our programming vendors. Phone service costs rose 38.0%, primarily due to the growth in phone customers. Field operating expenses grew 11.5%, largely due to higher vehicle fuel and repair costs. Personnel costs rose 13.1%, primarily due to increased staffing and favorable insurance claim experience in the prior year period. HSD expenses decreased 21.4% due to a reduction in product delivery costs, offset in part by HSD customer growth. Service costs as a percentage of revenues were 42.2% and 41.9% for the three months ended September 30, 2008 and 2007, respectively.
Selling, general and administrative expenses rose 3.6%, principally due to higher customer service employee costs, greater marketing expenses and an increase in taxes and fees, offset in part by a decrease in telecommunications and billing expenses. Customer service employee costs rose 16.5%, principally due to additional staffing. Marketing expenses grew 9.0%, primarily due to greater expenses related to sales activity, higher staffing levels and more frequent direct mailing campaigns, offset in part by a reduction in other advertising. Taxes and fees rose 7.7% due to higher property taxes in certain of our service areas. Telecommunications costs decreased 24.4%, principally due to more favorable rates. Billing expenses fell 13.3%, primarily due to decreased processing fees, offset in part by higher bank fees and credit card charges. Selling, general and administrative expenses as a percentage of revenues were 20.2% and 20.9% for the three months ended September 30, 2008 and 2007, respectively.
Corporate expenses reflect compensation of corporate employees and general corporate overhead. Corporate expenses rose 16.7%, primarily due to higher staffing levels. Corporate expenses as a percentage of revenues were 2.2% and 2.0% for each of the three months ended September 30, 2008 and 2007, respectively.
Depreciation and amortization decreased 10.3%, largely as a result of an increase in the useful lives of certain fixed assets, offset in part by increased depreciation on the deployment of shorter-lived customer premise equipment.
Adjusted OIBDA
Adjusted OIBDA increased 8.3%, due to growth in HSD, phone and, to a lesser extent, video revenues, offset in part by higher service costs and, to a lesser extent, selling, general and administrative expenses. Operating Income
Operating income grew 28.4%, due to the increase in Adjusted OIBDA and, to a lesser extent, lower depreciation and amortization. Interest Expense, Net
Interest expense, net decreased 10.6%, primarily due to lower market interest rates on variable rate debt, offset in part by higher average indebtedness. Gain (Loss) on Derivatives, Net
We enter into interest rate exchange agreements, or "interest rate swaps," with counterparties to fix the interest rate on a portion of our variable rate debt to reduce the potential volatility in our interest expense that would otherwise result from changes in variable market interest rates. As of September 30, 2008, we had interest rate swaps with an aggregate notional amount of $1.1 billion. The changes in their mark-to-market values are derived primarily from changes in market interest rates, the decrease in their time to maturity and other factors. These swaps have not been designated as hedges for accounting purposes. As a result of the quarterly mark-to-market valuation of these interest rate swaps, we recorded a net gain on derivatives of $6.0 million and a net loss on derivatives of $13.8 million, based upon information provided by our counterparties, for the three months ended September 30, 2008 and 2007, respectively.


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Other Expense, Net
Other expense, net was $5.8 million and $1.2 million for the three months ended September 30, 2008 and 2007, respectively. In the most recent period, other expense, net included $3.0 million for transaction costs related to the repurchase of our Class A common stock (see Liquidity and Capital Resources), $1.3 million for commitment fees and $0.7 million related to deferred financing costs. In the comparable prior year period, other expense, net included $1.0 million related to deferred financing costs and $0.3 million for commitment fees.
Provision for Income Taxes
Provision for income taxes was $14.5 million and $14.6 million for the three months ended September 30, 2008 and 2007, respectively. These provisions for income taxes for each of the three months ended September 30, 2008 and 2007 resulted from non-cash charges related to our deferred tax asset positions. See Note 9 of our Notes to Consolidated Financial Statements. Net Income (Loss)
As a result of the factors described above, we recognized net income of $2.2 million for the three months ended September 30, 2008 compared to a net loss of $34.7 million for the prior year period. Actual Results of Operations
Nine Months Ended September 30, 2008 compared to Nine Months Ended September 30, 2007
The following tables set forth the unaudited consolidated statements of operations for the nine months ended September 30, 2008 and 2007 (dollars in thousands and percentage changes that are not meaningful are marked NM):

                                             Nine Months Ended
                                               September 30,
                                            2008            2007        $ Change       % Change

Revenues                                 $ 1,041,732     $  960,861     $  80,871            8.4 %
Costs and expenses:
Service costs (exclusive of
depreciation and amortization)               434,276        404,060        30,216            7.5 %
Selling, general and administrative
expenses                                     206,064        197,149         8,915            4.5 %
Corporate expenses                            23,000         20,222         2,778           13.7 %
Depreciation and amortization                173,266        170,705         2,561            1.5 %

Operating income                             205,126        168,725        36,401           21.6 %

Interest expense, net                       (163,302 )     (180,196 )      16,894           (9.4 %)
Gain (loss) on derivatives, net                4,122         (8,972 )      13,094             NM
(Loss) gain on sale of cable systems,
net                                             (170 )       11,326       (11,496 )           NM
Other expense, net                            (9,650 )       (6,054 )      (3,596 )         59.4 %

Income from continuing operations
before income taxes                           36,126        (15,171 )      51,297             NM
Provision for income taxes                   (43,632 )      (43,086 )        (546 )          1.3 %

Net loss                                 $    (7,506 )   $  (58,257 )   $  50,751          (87.1 %)


Adjusted OIBDA                           $   382,323     $  343,436     $  38,887           11.3 %


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                                            September 30,
                                         2008           2007        $ Change       % Change

 Adjusted OIBDA                       $  382,323     $  343,436     $  38,887           11.3 %
 Non-cash, share-based compensation       (3,931 )       (4,006 )          75           (1.9 %)
 Depreciation and amortization          (173,266 )     (170,705 )      (2,561 )          1.5 %

 Operating income                     $  205,126     $  168,725     $  36,401           21.6 %

The following tables set forth the unaudited revenues, and selected subscriber, customer and average monthly revenue statistics for the nine months ended September 30, 2008 and 2007 (dollars in thousands, except per subscriber and RGU data):

                                Nine Months Ended
                                  September 30,
                               2008           2007        $ Change       % Change
           Video            $   689,194     $ 667,544     $  21,650            3.2 %
           HSD                  239,463       205,481        33,982           16.5 %
           Phone                 65,436        39,268        26,168           66.6 %
           Advertising           47,639        48,568          (929 )         (1.9 %)

           Total Revenues   $ 1,041,732     $ 960,861     $  80,871            8.4 %




                                              September 30,               Increase/
                                          2008             2007          (Decrease)        % Change
Basic subscribers                        1,324,000        1,331,000           (7,000 )          (0.5 %)
Digital customers                          624,000          541,000           83,000            15.3 %
HSD customers                              726,000          636,000           90,000            14.2 %
Phone customers                            239,000          165,000           74,000            44.8 %

RGUs                                     2,913,000        2,673,000          240,000             9.0 %

Average total monthly revenue per
basic subscriber                       $     87.42      $     78.76      $      8.66            11.0 %

Revenues rose 8.4%, largely attributable to growth in our HSD and phone customers and an increase in video revenues. Average total monthly revenue per basic subscriber increased 11.0%.
Video revenues grew 3.2%, largely due to basic video rate increases and customer growth in our advanced video products and services, offset in part by a lower number of basic subscribers. During the nine months ended September 30, 2008, the number of basic subscribers was unchanged, compared to a reduction in 49,000 basic subscribers for the same period last year, which includes a significant number of basic subscribers lost in connection with the aforementioned retransmission consent dispute, and the sale during the period of cable systems serving on a net basis 3,000 basic subscribers.
HSD revenues rose 16.5%, primarily due to a 14.2% year-over-year increase in HSD customers and, to a lesser extent, growth in our enterprise network products and services.
Phone revenues grew 66.6%, mainly due to a 44.8% year-over-year increase in phone customers and a reduction in discounted pricing.
Advertising revenues were lower by 1.9%, largely as a result of an overall reduction in national advertising.


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Costs and Expenses
Service costs rose 7.5%, primarily due to increases in programming, phone service and field operating expenses, offset in part by lower HSD costs. Programming expenses grew 7.1%, principally as a result of higher contractual rates charged by our programming vendors. Phone service costs rose 53.1%, mainly due to the growth in phone customers. Field operating expenses grew 16.9%, primarily due to greater vehicle fuel and repair expenses, lower capitalization of overhead costs and increased pole rental costs, offset in part by non-recurring expenses in the prior year period relating to the retransmission consent dispute noted above and lower insurance costs. HSD expenses decreased 21.5% due to a reduction in product delivery costs, offset in part by HSD customer growth. Service costs as a percentage of revenues were 41.7% and 42.1% for the nine months ended September 30, 2008 and 2007, respectively. Selling, general and administrative expenses rose 4.5%, principally due to higher expenses related to marketing and customer service employee costs, offset in part by a decrease in telecommunications expenses. Marketing expenses grew 15.2%, primarily due to greater expenses tied to sales activity, higher staffing levels, more frequent direct mailing campaigns and greater use of third-party sales support, offset in part by a reduction in other advertising. Customer service employee costs rose 13.3%, principally due to higher staffing levels. Telecommunications costs fell 19.4%, primarily due to more favorable rates. Selling, general and administrative expenses as a percentage of revenues were 19.8% and 20.5% for the nine months ended September 30, 2008 and 2007, respectively.
Corporate expenses rose 13.7%, primarily due to higher staffing levels. . . .

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