##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2005
 Commission
File Number: 0-29227
 Mediacom Communications Corporation
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    06-1566067(State of incorporation)
    
    (I.R.S. Employer
Identification Number)
 100 Crystal Run Road
Middletown, NY 10941  (Address of principal executive offices)
 (845) 695-2600  (Registrants telephone number)
 þ o
 þ o
 o þ




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TABLE OF CONTENTS  EX-10.1: AMENDED & RESTATED CREDIT AGREEMENTEX-31.1: CERTIFICATIONEX-32.1: CERTIFICATION    Table of Contents  MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2005
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Financial StatementsConsolidated Balance Sheets (unaudited) September 30, 2005 and December 31, 2004
    
    
    1Consolidated Statements of Operations (unaudited) Three Months Ended September 30, 2005 and 2004
    
    
    2Consolidated Statements of Operations (unaudited) Nine Months Ended September 30, 2005 and 2004
    
    
    3Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2005 and 2004
    
    
    4Notes to Consolidated Financial Statements (unaudited)
    
    
    5Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    29Item 4.
    
    Controls and Procedures
    
    
    30PART IIItem 1.
    
    Legal Proceedings
    
    
    31Item 6.
    
    Exhibits
    
    
    32




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
  MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    CONSOLIDATED BALANCE SHEET
(All dollar amounts in thousands, except per share data)
(Unaudited)
 September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    5,591
    
    
    $
    23,875Investments
    
    
    
    
    
    
    1,987Subscriber accounts receivable, net of allowance for doubtful accounts
of $3,380 and $3,659, respectively
    
    
    59,051
    
    
    
    58,253Prepaid expenses and other assets
    
    
    20,281
    
    
    
    12,757Deferred tax asset
    
    
    3,896
    
    
    
    7,024Total current assets
    
    
    88,819
    
    
    
    103,896Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of
$1,194,694 and $1,040,289, respectively
    
    
    1,462,372
    
    
    
    1,443,090Franchise costs, net of accumulated amortization of $140,947 and
$140,947, respectively
    
    
    1,803,971
    
    
    
    1,803,971Goodwill, net of accumulated amortization of $3,232 and $3,232, respectively
    
    
    221,382
    
    
    
    221,382Subscriber lists and other intangible assets, net of accumulated
amortization of $157,187 and $154,919, respectively
    
    
    14,489
    
    
    
    16,757Total investment in cable television systems
    
    
    3,502,214
    
    
    
    3,485,200Other assets, net of accumulated amortization of $25,344 and
$25,266, respectively
    
    
    54,394
    
    
    
    46,559Total assets
    
    $
    3,645,427
    
    
    $
    3,635,655LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    233,986
    
    
    $
    261,223Deferred revenue
    
    
    40,466
    
    
    
    38,707Current portion of long-term debt
    
    
    220,877
    
    
    
    42,700Total current liabilities
    
    
    495,329
    
    
    
    342,630Long-term debt, less current portion
    
    
    2,847,468
    
    
    
    2,966,932Other non-current liabilities
    
    
    23,124
    
    
    
    32,581Total liabilities
    
    
    3,365,921
    
    
    
    3,342,143Commitments and contingenciesSTOCKHOLDERS EQUITYClass A common stock, $.01 par value; 300,000,000 shares authorized;
93,276,010 shares issued and 89,614,692 shares outstanding as of
September 30, 2005 and 93,103,134 shares issued and 90,524,198
shares outstanding as of December 31, 2004
    
    
    932
    
    
    
    931Class B common stock, $.01 par value; 100,000,000 shares authorized;
27,336,939 shares issued and outstanding as of September 30, 2005
and December 31, 2004
    
    
    273
    
    
    
    273Deferred compensation
    
    
    (5,261
    )
    
    
    Additional paid-in capital
    
    
    990,567
    
    
    
    983,417Accumulated deficit
    
    
    (688,524
    )
    
    
    (678,963
    )Treasury stock, at cost, 3,661,318 and 2,578,936 shares of Class A common
stock as of September 30, 2005 and December 31, 2004, respectively
    
    
    (18,481
    )
    
    
    (12,146
    )Total stockholders equity
    
    
    279,506
    
    
    
    293,512Total liabilities and stockholders equity
    
    $
    3,645,427
    
    
    $
    3,635,655
 
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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    CONSOLIDATED STATEMENTS OF OPERATIONS
(All dollar amounts in thousands, except per share data)
(Unaudited)
 Three Months EndedSeptember 30,2005
    
    
    2004Revenues
    
    $
    274,959
    
    
    $
    261,025Costs and expenses:Service costs (exclusive of depreciation and amortization of
$54,851 and $55,631, respectively, shown separately below)
    
    
    111,462
    
    
    
    102,131Selling, general and administrative expenses
    
    
    58,019
    
    
    
    55,292Corporate expenses
    
    
    5,466
    
    
    
    5,095Depreciation and amortization
    
    
    54,851
    
    
    
    55,631Operating income
    
    
    45,161
    
    
    
    42,876Interest expense, net
    
    
    (52,374
    )
    
    
    (48,709
    )Gain (loss) on derivatives, net
    
    
    5,092
    
    
    
    (4,218
    )Gain on sale of assets and investments, net
    
    
    1,445
    
    
    
    Other expense
    
    
    (2,047
    )
    
    
    (2,593
    )Net loss income before provision for income taxes
    
    
    (2,723
    )
    
    
    (12,644
    )Provision for income taxes
    
    
    (8
    )
    
    
    (163
    )Net loss
    
    $
    (2,731
    )
    
    $
    (12,807
    )Basic weighted average shares outstanding
    
    
    116,864
    
    
    
    118,523Basic loss earnings per share
    
    $
    (0.02
    )
    
    $
    (0.11
    )Diluted weighted average shares outstanding
    
    
    116,864
    
    
    
    118,523Diluted loss per share
    
    $
    (0.02
    )
    
    $
    (0.11
    )
 
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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    CONSOLIDATED STATEMENTS OF OPERATIONS
(All dollar amounts in thousands, except per share data)
(Unaudited)
 Nine Months EndedSeptember 30,2005
    
    
    2004Revenues
    
    $
    818,535
    
    
    $
    792,063Costs and expenses:Service costs (exclusive of depreciation and amortization of
$162,530 and $163,826, respectively, shown separately below)
    
    
    325,911
    
    
    
    303,892Selling, general and administrative expenses
    
    
    171,763
    
    
    
    162,030Corporate expenses
    
    
    16,355
    
    
    
    14,943Depreciation and amortization
    
    
    162,530
    
    
    
    163,826Operating income
    
    
    141,976
    
    
    
    147,372Interest expense, net
    
    
    (153,784
    )
    
    
    (143,276
    )Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    Gain on derivatives, net
    
    
    11,513
    
    
    
    9,498Gain on sale of assets and investments, net
    
    
    2,628
    
    
    
    5,885Other expense
    
    
    (7,276
    )
    
    
    (7,406
    )Net (loss) income before benefit from (provision for) income taxes
    
    
    (9,685
    )
    
    
    12,073Benefit from (provision for) income taxes
    
    
    124
    
    
    
    (490
    )Net (loss) income
    
    $
    (9,561
    )
    
    $
    11,583Basic weighted average shares outstanding
    
    
    117,401
    
    
    
    118,683Basic (loss) earnings per share
    
    $
    (0.08
    )
    
    $
    0.10Diluted weighted average shares outstanding
    
    
    117,401
    
    
    
    118,709Diluted (loss) earnings per share
    
    $
    (0.08
    )
    
    $
    0.10
 
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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    CONSOLIDATED STATEMENTS OF CASH FLOWS
(All dollar amounts in thousands)
(Unaudited)
 Nine Months EndedSeptember 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (9,561
    )
    
    $
    11,583Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    162,530
    
    
    
    163,826Gain on derivatives, net
    
    
    (11,513
    )
    
    
    (9,498
    )Gain on sale of assets and investments, net
    
    
    (2,628
    )
    
    
    (5,885
    )Loss on early extinguishment of debt
    
    
    4,742
    
    
    
    Amortization of deferred financing costs
    
    
    4,805
    
    
    
    4,820Amortization of deferred compensation
    
    
    937
    
    
    
    Changes in assets and liabilities, net of effects from acquisitions:Subscriber accounts receivable, net
    
    
    (798
    )
    
    
    1,384Prepaid expenses and other assets
    
    
    (4,677
    )
    
    
    (1,160
    )Accounts payable and accrued expenses
    
    
    (17,779
    )
    
    
    4,297Deferred revenue
    
    
    1,759
    
    
    
    1,962Other non-current liabilities
    
    
    (6,666
    )
    
    
    829Net cash flows provided by operating activities
    
    
    121,151
    
    
    
    172,158CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (179,230
    )
    
    
    (126,047
    )Acquisition of cable television systems
    
    
    
    
    
    
    (3,372
    )Proceeds from sale of assets and investments
    
    
    4,616
    
    
    
    10,556Other investment activities
    
    
    
    
    
    
    (654
    )Net cash flows used in investing activities
    
    
    (174,614
    )
    
    
    (119,517
    )CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings
    
    
    778,750
    
    
    
    201,000Repayment of debt
    
    
    (720,037
    )
    
    
    (244,182
    )Redemption of senior notes
    
    
    (202,834
    )
    
    
    Issuance of senior notes
    
    
    200,000
    
    
    
    Repurchase of common stock for treasury
    
    
    (6,335
    )
    
    
    (3,656
    )Other financing activities  book overdrafts
    
    
    (8,989
    )
    
    
    (19,128
    )Proceeds from issuance of common stock in employee stock purchase plan
    
    
    954
    
    
    
    981Financing costs
    
    
    (6,330
    )
    
    
    Net cash flows provided by (used in) financing activities
    
    
    35,179
    
    
    
    (64,985
    )Net decrease in cash and cash equivalents
    
    
    (18,284
    )
    
    
    (12,344
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    23,875
    
    
    
    25,815CASH AND CASH EQUIVALENTS, end of period
    
    $
    5,591
    
    
    $
    13,471SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    184,425
    
    
    $
    163,459
 
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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (1) Statement of Accounting Presentation and Other Information
 Basis of Preparation of Unaudited Consolidated Financial Statements
  Revenue Recognition
  Allowance for Doubtful Accounts
  Programming Costs
  5




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Property, Plant and Equipment
  Buildings
    
    40 yearsLeasehold improvements
    
    Life of respective leaseCable systems and equipments and subscriber devices
    
    4 to 20 yearsVehicles
    
    5 yearsFurniture, fixtures and office equipment
    
    5 years
  Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets,
 Intangible Assets
 Goodwill and Other Intangible Assets
 Unit of Accounting for
Testing Impairment of Indefinite-Lived Intangible Assets,
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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Derivative Instruments
 Accounting
for Derivative Instruments and Hedging Activities, Accounting for Certain Derivative
Instruments and Certain Hedging Activities-an amendment of FASB Statement No. 133, Amendment of Statement 133 on Derivative Instruments and Hedging Activities.
 Income Taxes
 Accounting for Income Taxes,
 Comprehensive Income
 Reporting Comprehensive Income,
 Reclassifications
  (2) Recent Accounting Pronouncements
 Amendment of Statement 123 on Share-Based
Payment.
  7




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   (3) Earnings Per Share
 Earnings per
Share.
    8




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2005
    
    
    September 30, 2005Net
    
    
    
    
    
    
    Earnings
    
    
    Net
    
    
    
    
    
    
    EarningsLoss
    
    
    Shares
    
    
    Per Share
    
    
    Loss
    
    
    Shares
    
    
    Per ShareBasic loss per share
    
    $
    (2,731
    )
    
    
    116,864
    
    
    $
    (0.02
    )
    
    $
    (9,561
    )
    
    
    117,401
    
    
    $
    (0.08
    )Effect of dilutive securities:Conversion of convertible senior notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Assumed exercise of stock options and restricted stock units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted loss per share
    
    $
    (2,731
    )
    
    
    116,864
    
    
    $
    (0.02
    )
    
    $
    (9,561
    )
    
    
    117,401
    
    
    $
    (0.08
    )
 Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2004
    
    
    September 30, 2004Net
    
    
    
    
    
    
    Earnings
    
    
    Net
    
    
    
    
    
    
    EarningsLoss
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per ShareBasic (loss) earnings per share
    
    $
    (12,807
    )
    
    
    118,523
    
    
    $
    (0.11
    )
    
    $
    11,583
    
    
    
    118,683
    
    
    $
    0.10Effect of dilutive securities:Conversion of convertible senior notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Assumed exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26
    
    
    
    Diluted (loss) earnings per share
    
    $
    (12,807
    )
    
    
    118,523
    
    
    $
    (0.11
    )
    
    $
    11,583
    
    
    
    118,709
    
    
    $
    0.10
 (4) Property, Plant and Equipment
  September 30,
    
    
    December 31,2005
    
    
    2004Land and land improvements
    
    $
    7,136
    
    
    $
    7,089Buildings and leasehold improvements
    
    
    41,087
    
    
    
    39,898Cable systems, equipment and subscriber devices
    
    
    2,506,099
    
    
    
    2,342,220Vehicles
    
    
    64,634
    
    
    
    60,754Furniture, fixtures and office equipment
    
    
    38,110
    
    
    
    33,4172,657,066
    
    
    
    2,483,379Accumulated depreciation
    
    
    (1,194,694
    )
    
    
    (1,040,289
    )Property, plant and equipment, net
    
    $
    1,462,372
    
    
    $
    1,443,090
  9




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  (5) Intangible Assets
   Goodwill and Other Intangible Assets,
 (6) Accounts Payable and Accrued Expenses
  September 30,
    
    
    December 31,2005
    
    
    2004Accounts payable
    
    $
    26,713
    
    
    $
    14,097Book overdrafts(1)
    
    
    1,234
    
    
    
    10,223Accrued interest
    
    
    32,314
    
    
    
    61,910Accrued payroll and benefits
    
    
    28,282
    
    
    
    24,314Accrued programming costs
    
    
    58,123
    
    
    
    62,049Accrued property, plant and equipment
    
    
    18,568
    
    
    
    18,261Accrued taxes and fees
    
    
    27,011
    
    
    
    27,777Subscriber advance payments
    
    
    10,131
    
    
    
    9,304Other accrued expenses
    
    
    31,610
    
    
    
    33,288$
    233,986
    
    
    $
    261,223
 (1)
 (7) Debt
  10




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 September 30,
    
    
    December 31,2005
    
    
    2004Bank credit facilities
    
    $
    1,666,875
    
    
    $
    1,606,50081/2% senior notes due 2008
    
    
    
    
    
    
    200,00077/8% senior notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% senior notes due 2013
    
    
    500,000
    
    
    
    500,00011% senior notes due 2013
    
    
    400,000
    
    
    
    400,00081/2% senior notes due 2015
    
    
    200,000
    
    
    
    51/4% convertible senior notes due 2006
    
    
    172,500
    
    
    
    172,500Capital lease obligations
    
    
    3,970
    
    
    
    5,632$
    3,068,345
    
    
    $
    3,009,632Less: current portion
    
    
    220,877
    
    
    
    42,700Total long-term debt
    
    $
    2,847,468
    
    
    $
    2,966,932
 ,
   1 2
 1 2 1 2 1 2 1 2
 11




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1 2
 .
 (8) Stock-Based Compensation
 Accounting for Stock Issued to Employees,
     12




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net (loss) income as reported
    
    $
    (2,731
    )
    
    $
    (12,807
    )
    
    $
    (9,561
    )
    
    $
    11,583Add: Total stock-based compensation
expense included in net
income (loss) as reported above
    
    
    396
    
    
    
    
    
    
    
    937
    
    
    
    Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards
    
    
    (1,358
    )
    
    
    (1,442
    )
    
    
    (3,833
    )
    
    
    (4,184
    )Pro forma net (loss) income
    
    $
    (3,693
    )
    
    $
    (14,249
    )
    
    $
    (12,457
    )
    
    $
    7,399Basic and diluted (loss) earnings per share:As reported
    
    $
    (0.02
    )
    
    $
    (0.11
    )
    
    $
    (0.08
    )
    
    $
    0.10Pro forma
    
    $
    (0.03
    )
    
    $
    (0.12
    )
    
    $
    (0.11
    )
    
    $
    0.06
  (9) Legal Proceedings
  (10) Share Repurchase Program
  (11) Sale of Assets and Investments
  (12) Related Party Transactions
  13




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  (13) Hurricane Losses
     (14) Subsequent Event
  
 14




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  Overview
    Hurricane Losses
   15




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Actual Results of Operations
 Three Months Ended September 30, 2005 Compared To Three Months Ended September 30, 2004
  Three Months EndedSeptember 30,2005
    
    
    2004
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    274,959
    
    
    $
    261,025
    
    
    $
    13,934
    
    
    
    5.3
    %Costs and expenses:Service costs
    
    
    111,462
    
    
    
    102,131
    
    
    
    9,331
    
    
    
    9.1
    %Selling, general and administrative expenses
    
    
    58,019
    
    
    
    55,292
    
    
    
    2,727
    
    
    
    4.9
    %Corporate expenses
    
    
    5,466
    
    
    
    5,095
    
    
    
    371
    
    
    
    7.3
    %Depreciation and amortization
    
    
    54,851
    
    
    
    55,631
    
    
    
    (780
    )
    
    
    (1.4
    %)Operating income
    
    
    45,161
    
    
    
    42,876
    
    
    
    2,285
    
    
    
    5.3
    %Interest expense, net
    
    
    (52,374
    )
    
    
    (48,709
    )
    
    
    (3,665
    )
    
    
    7.5
    %Gain (loss) on derivatives, net
    
    
    5,092
    
    
    
    (4,218
    )
    
    
    9,310
    
    
    NMGain on sale of assets and investments, net
    
    
    1,445
    
    
    
    
    
    
    
    1,445
    
    
    NMOther expense
    
    
    (2,047
    )
    
    
    (2,593
    )
    
    
    546
    
    
    
    (21.1
    %)Net loss before provision for income taxes
    
    
    (2,723
    )
    
    
    (12,644
    )
    
    
    9,921
    
    
    NMProvision for income taxes
    
    
    (8
    )
    
    
    (163
    )
    
    
    155
    
    
    NMNet loss
    
    $
    (2,731
    )
    
    $
    (12,807
    )
    
    $
    10,076
    
    
    NM
 Revenues
  Three Months EndedSeptember 30,2005
    
    
    2004% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    211,561
    
    
    
    77.0
    %
    
    $
    208,655
    
    
    
    79.9
    %
    
    $
    2,906
    
    
    
    1.4
    %Data
    
    
    49,830
    
    
    
    18.1
    %
    
    
    39,192
    
    
    
    15.0
    %
    
    
    10,638
    
    
    
    27.1
    %Advertising
    
    
    13,568
    
    
    
    4.9
    %
    
    
    13,178
    
    
    
    5.1
    %
    
    
    390
    
    
    
    3.0
    %$
    274,959
    
    
    
    100.0
    %
    
    $
    261,025
    
    
    
    100.0
    %
    
    $
    13,934
    
    
    
    5.3
    %
  17




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##### Table of Contents



Costs and Expenses
   18




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##### Table of Contents



Interest Expense, Net
 1 2 1 2
 Gain (Loss) on Derivatives, Net
  Gain on Sale of Asset and Investments, Net
  Other Expense
  19




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##### Table of Contents



Provision for Income Taxes
  Net Loss
  Actual Results of Operations
 Nine Months Ended September 30, 2005 Compared To Nine Months Ended September 30, 2004
  Nine Months EndedSeptember 30,2005
    
    
    2004
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    818,535
    
    
    $
    792,063
    
    
    $
    26,472
    
    
    
    3.3
    %Costs and expenses:Service costs
    
    
    325,911
    
    
    
    303,892
    
    
    
    22,019
    
    
    
    7.2
    %Selling, general and administrative expenses
    
    
    171,763
    
    
    
    162,030
    
    
    
    9,733
    
    
    
    6.0
    %Corporate expenses
    
    
    16,355
    
    
    
    14,943
    
    
    
    1,412
    
    
    
    9.4
    %Depreciation and amortization
    
    
    162,530
    
    
    
    163,826
    
    
    
    (1,296
    )
    
    
    (0.8
    %)Operating income
    
    
    141,976
    
    
    
    147,372
    
    
    
    (5,396
    )
    
    
    (3.7
    %)Interest expense, net
    
    
    (153,784
    )
    
    
    (143,276
    )
    
    
    (10,508
    )
    
    
    7.3
    %Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    
    
    
    
    (4,742
    )
    
    NMGain on derivatives, net
    
    
    11,513
    
    
    
    9,498
    
    
    
    2,015
    
    
    
    21.2
    %Gain on sale of assets and investments, net
    
    
    2,628
    
    
    
    5,885
    
    
    
    (3,257
    )
    
    
    (55.3
    %)Other expense
    
    
    (7,276
    )
    
    
    (7,406
    )
    
    
    130
    
    
    
    (1.8
    %)Net (loss) income before benefit from (provision for)
income taxes
    
    
    (9,685
    )
    
    
    12,073
    
    
    
    (21,758
    )
    
    NMBenefit from (provision for) income taxes
    
    
    124
    
    
    
    (490
    )
    
    
    614
    
    
    NMNet (loss) income
    
    $
    (9,561
    )
    
    $
    11,583
    
    
    $
    (21,144
    )
    
    NM
 20




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##### Table of Contents



Revenues
  Nine Months EndedSeptember 30,2005
    
    
    2004% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    637,256
    
    
    
    77.9
    %
    
    $
    641,322
    
    
    
    81.0
    %
    
    $
    (4,066
    )
    
    
    (0.6
    %)Data
    
    
    142,810
    
    
    
    17.4
    %
    
    
    114,385
    
    
    
    14.4
    %
    
    
    28,425
    
    
    
    24.9
    %Advertising
    
    
    38,469
    
    
    
    4.7
    %
    
    
    36,356
    
    
    
    4.6
    %
    
    
    2,113
    
    
    
    5.8
    %$
    818,535
    
    
    
    100.0
    %
    
    $
    792,063
    
    
    
    100.0
    %
    
    $
    26,472
    
    
    
    3.3
    %
      Costs and Expenses
  21




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##### Table of Contents



Interest Expense, Net
 1 2
 Loss on Early Extinguishment of Debt
 1 2
 Gain on Derivatives, Net
  Gain on Sale of Asset and Investments, Net
  22




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##### Table of Contents



Other Expense
  Benefit from (Provision for) Income Taxes
  Net Loss (Income)
  Liquidity and Capital Resources
 Overview
     23




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##### Table of Contents



Operating Activities
  Investing Activities
  Financing Activities
   1 2
  1 2 1 2 1 2 1 2
 24




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##### Table of Contents



Other
   Contractual Obligations and Commercial Commitments
  Capital
    
    
    Operating
    
    
    InterestDebt
    
    
    Leases
    
    
    Leases
    
    
    Expense (1)
    
    
    TotalOctober 1, 2005 to September 30, 2006
    
    $
    218,625
    (2)
    
    $
    2,252
    
    
    $
    3,934
    
    
    $
    218,604
    
    
    $
    443,415October 1, 2006 to September 30, 2007
    
    
    64,875
    
    
    
    1,612
    
    
    
    3,051
    
    
    
    209,264
    
    
    
    278,802October 1, 2007 to September 30, 2008
    
    
    85,500
    
    
    
    106
    
    
    
    2,012
    
    
    
    205,896
    
    
    
    293,514October 1, 2008 to September 30, 2009
    
    
    110,375
    
    
    
    
    
    
    
    1,528
    
    
    
    201,385
    
    
    
    313,288October 1, 2009 to September 30, 2010
    
    
    138,625
    
    
    
    
    
    
    
    1,193
    
    
    
    191,907
    
    
    
    331,725Thereafter
    
    
    2,446,375
    
    
    
    
    
    
    
    3,097
    
    
    
    497,450
    
    
    
    2,946,922Total cash obligations
    
    $
    3,064,375
    
    
    $
    3,970
    
    
    $
    14,815
    
    
    $
    1,524,506
    
    
    $
    4,607,666
 *
 (1)
    
    Interest payments on floating rate debt and interest rate swaps are estimated using amounts outstanding as of
September 30, 2005 and the average interest rates applicable under such debt obligations.(2)
    
    Includes $172.5 million of convertible senior notes due July 2006.
 25




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##### Table of Contents



Critical Accounting Policies
  Revenue Recognition
  Allowance for Doubtful Accounts
  Programming Costs
  Property, Plant and Equipment
  26




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##### Table of Contents



Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets,
 Intangibles
 Goodwill and Other Intangible Assets,
 Derivative Instruments
 Accounting for
Derivative Instruments and Hedging Activities, Accounting for Certain Derivative
Instruments and Certain Hedging Activities-an amendment of FASB Statement No. 133, Amendment of Statement 133 on Derivative Instruments and Hedging Activities.
 Income Taxes
 Accounting for Income Taxes,
 Recent Accounting Pronouncements
 , Amendment of Statement 123 on Share-Based
Payment.
 27




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##### Table of Contents



Inflation and Changing Prices
  28




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Bank Credit
    
    
    Capital LeaseSenior Notes
    
    
    Facilities
    
    
    Obligations
    
    
    TotalExpected Maturity:October 1, 2005 to September 30, 2006
    
    $
    172,500
    (1)
    
    $
    46,125
    
    
    $
    2,252
    
    
    $
    220,877October 1, 2006 to September 30, 2007
    
    
    
    
    
    
    64,875
    
    
    
    1,612
    
    
    
    66,487October 1, 2007 to September 30, 2008
    
    
    
    
    
    
    85,500
    
    
    
    106
    
    
    
    85,606October 1, 2008 to September 30, 2009
    
    
    
    
    
    
    110,375
    
    
    
    
    
    
    
    110,375October 1, 2009 to September 30, 2010
    
    
    
    
    
    
    138,625
    
    
    
    
    
    
    
    138,625Thereafter
    
    
    1,225,000
    
    
    
    1,221,375
    
    
    
    
    
    
    
    2,446,375Total
    
    $
    1,397,500
    
    
    $
    1,666,875
    
    
    $
    3,970
    
    
    $
    3,068,345Fair Value
    
    $
    1,414,775
    
    
    $
    1,666,875
    
    
    $
    3,970
    
    
    $
    3,085,620Weighted Average Interest Rate
    
    
    9.1
    %
    
    
    5.6
    %
    
    
    3.1
    %
    
    
    7.2
    %
 
 (1)
    
    Represents convertible senior notes due July 2006. 29




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   30




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  31




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##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNumber
    
    Exhibit Description10.1
    
    Amendment No. 1, dated as of October 11, 2005, to Amendment and Restatement, dated asof December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the
operatingsubsidiaries of Mediacom Broadband
LLC, the lenders thereto and JPMorgan Chase Bank,N.A., as administrative agent for
the Lenders.31.1
    
    Rule 13a-14(a) Certifications32.1
    
    Section 1350 Certifications
 32




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##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONNovember 9, 2005
    
    By:
    
    /s/ Mark E. StephanMark E. StephanExecutive Vice President andChief Financial Officer
 33