##### Table of Contents



UNITED STATES
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, 2009
 Commission File Number: 0-29227
 Mediacom Communications Corporation
  06-1566067Delaware
    
    (I.R.S. Employer(State of incorporation)
    
    Identification Number)
 100 Crystal Run Road
Middletown, NY 10941  (Address of principal executive offices)
 (845) 695-2600  (Registrants telephone number)
 þ Yes o No
 o Yes o No
  o Large accelerated filer
    
    þ Accelerated filer
    
    o Non-accelerated filer
    
    o Smaller reporting company
 o Yes þ No




---



##### 



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2009
 TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) September 30, 2009 and December 31, 2008
    
    
    4Consolidated Statements of Operations (unaudited) Three and Nine Months Ended September 30, 2009 and 2008
    
    
    5Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    31PART IIItem 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 3. Defaults upon Senior Securities
    
    
    33Item 4. Submission of Matters to a Vote of Security Holders
    
    
    33Item 5. Other Information
    
    
    33Item 6. Exhibits
    
    
    33Exhibit 4.1Exhibit 10.1Exhibit 31.1Exhibit 32.1
    2




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##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
   
    
    increased levels of competition from existing and new competitors;
 
    
    lower demand for our video, high-speed data and phone services;
 
    
    our ability to successfully introduce new products and services to meet customer
demands and preferences;
 
    
    changes in laws, regulatory requirements or technology that may cause us to incur
additional costs and expenses;
 
    
    greater than anticipated increases in programming costs and delivery expenses related to
our products and services;
 
    
    changes in assumptions underlying our critical accounting policies;
 
    
    the ability to secure hardware, software and operational support for the delivery of products
and services to our customers;
 
    
    disruptions or failures of network and information systems upon which our business
relies;
 
    
    our reliance on certain intellectual properties;
 
    
    our ability to generate sufficient cash flow to meet our debt service obligations;
 
    
    fluctuations in short term interest rates which may cause our interest expense to vary
from quarter to quarter;
 
    
    instability in the capital and credit markets, which may impact our ability to refinance
future debt maturities or provide funding for potential strategic transactions, on similar
terms as we currently experience; and
 
    
    other risks and uncertainties discussed in this Quarterly Report, our Annual Report on
Form 10-K for the year ended December 31, 2008 and other reports or documents that we file
from time to time with the SEC.
   3




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##### Table of Contents



PART I
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
   September 30,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    70,542
    
    
    $
    67,111Accounts receivable, net of allowance for doubtful accounts of $2,297 and $2,774
    
    
    85,918
    
    
    
    81,086Prepaid expenses and other current assets
    
    
    22,013
    
    
    
    17,615Deferred tax assets
    
    
    7,027
    
    
    
    8,260Assets held for sale
    
    
    
    
    
    
    1,693Total current assets
    
    
    185,500
    
    
    
    175,765Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of $1,910,760 and $1,765,319
    
    
    1,467,856
    
    
    
    1,476,287Franchise rights
    
    
    1,793,715
    
    
    
    1,793,579Goodwill
    
    
    219,991
    
    
    
    220,646Subscriber lists and other intangible assets, net of accumulated amortization of $157,614
and $155,721
    
    
    6,102
    
    
    
    7,994Assets held for sale
    
    
    
    
    
    
    10,933Total investment in cable television systems
    
    
    3,487,664
    
    
    
    3,509,439Other assets, net of accumulated amortization of $12,328 and $21,922
    
    
    48,701
    
    
    
    33,785Total assets
    
    $
    3,721,865
    
    
    $
    3,718,989LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses and other current liabilities
    
    $
    272,753
    
    
    $
    268,574Deferred revenue
    
    
    57,553
    
    
    
    54,316Current portion of long-term debt
    
    
    109,125
    
    
    
    124,500Liabilities held for sale
    
    
    
    
    
    
    2,020Total current liabilities
    
    
    439,431
    
    
    
    449,410Long-term debt, less current portion
    
    
    3,265,875
    
    
    
    3,191,500Deferred tax liabilities
    
    
    421,769
    
    
    
    380,650Other non-current liabilities
    
    
    29,538
    
    
    
    44,073Total liabilities
    
    
    4,156,613
    
    
    
    4,065,633Commitments and contingencies (Note 8)STOCKHOLDERS DEFICITClass A common stock, $.01 par value; 300,000,000 shares authorized; 96,390,032 shares
issued and 40,457,075 shares outstanding as of September 30, 2009 and 94,984,989 shares issued
and 67,784,366 shares outstanding as of December 31, 2008
    
    
    964
    
    
    
    950Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,001,944 shares issued
and outstanding
    
    
    270
    
    
    
    270Additional paid-in capital
    
    
    1,010,482
    
    
    
    1,004,334Accumulated deficit
    
    
    (1,151,969
    )
    
    
    (1,198,734
    )Treasury stock, at cost, 55,932,957 and 27,200,623 shares of Class A common stock
    
    
    (294,495
    )
    
    
    (153,464
    )Total stockholders deficit
    
    
    (434,748
    )
    
    
    (346,644
    )Total liabilities and stockholders deficit
    
    $
    3,721,865
    
    
    $
    3,718,989
 
  4




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    363,383
    
    
    $
    352,553
    
    
    $
    1,088,316
    
    
    $
    1,041,732Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    156,477
    
    
    
    148,714
    
    
    
    463,172
    
    
    
    434,276Selling, general and administrative expenses
    
    
    69,122
    
    
    
    71,117
    
    
    
    202,487
    
    
    
    206,064Corporate expenses
    
    
    8,307
    
    
    
    7,762
    
    
    
    24,840
    
    
    
    23,000Depreciation and amortization
    
    
    58,528
    
    
    
    53,781
    
    
    
    175,236
    
    
    
    173,266Operating income
    
    
    70,949
    
    
    
    71,179
    
    
    
    222,581
    
    
    
    205,126Interest expense, net
    
    
    (53,020
    )
    
    
    (54,678
    )
    
    
    (153,272
    )
    
    
    (163,302
    )(Loss) gain on derivatives, net
    
    
    (5,236
    )
    
    
    6,006
    
    
    
    19,044
    
    
    
    4,122Gain (loss) on sale of cable systems, net
    
    
    
    
    
    
    
    
    
    
    13,781
    
    
    
    (170
    )Loss on early extinguishment of debt
    
    
    (5,899
    )
    
    
    
    
    
    
    (5,899
    )
    
    
    Other expense, net
    
    
    (2,289
    )
    
    
    (5,816
    )
    
    
    (7,115
    )
    
    
    (9,650
    )Income before income taxes
    
    $
    4,505
    
    
    $
    16,691
    
    
    $
    89,120
    
    
    $
    36,126Provision for income taxes
    
    
    (14,505
    )
    
    
    (14,494
    )
    
    
    (42,352
    )
    
    
    (43,632
    )Net (loss) income
    
    $
    (10,000
    )
    
    $
    2,197
    
    
    $
    46,768
    
    
    $
    (7,506
    )Basic weighted average shares outstanding
    
    
    67,458
    
    
    
    94,628
    
    
    
    71,830
    
    
    
    95,803Basic (loss) earnings per share
    
    $
    (0.15
    )
    
    $
    0.02
    
    
    $
    0.65
    
    
    $
    (0.08
    )Diluted weighted average shares outstanding
    
    
    67,458
    
    
    
    96,916
    
    
    
    75,074
    
    
    
    95,803Diluted (loss) earnings per share
    
    $
    (0.15
    )
    
    $
    0.02
    
    
    $
    0.62
    
    
    $
    (0.08
    )
 
  5




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Nine Months EndedSeptember 30,2009
    
    
    2008OPERATING ACTIVITIES:Net income (loss)
    
    $
    46,768
    
    
    $
    (7,506
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    175,236
    
    
    
    173,266Gain on derivatives, net
    
    
    (19,044
    )
    
    
    (4,122
    )(Gain) loss on sale of cable systems, net
    
    
    (12,147
    )
    
    
    170Loss on early extinguishment of debt
    
    
    3,707
    
    
    
    Amortization of deferred financing costs
    
    
    3,887
    
    
    
    3,653Share-based compensation
    
    
    5,384
    
    
    
    3,931Deferred income taxes
    
    
    42,352
    
    
    
    43,632Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (5,326
    )
    
    
    (865
    )Prepaid expenses and other assets
    
    
    (3,855
    )
    
    
    (4,267
    )Accounts payable and accrued expenses and other current liabilities
    
    
    5,998
    
    
    
    (20,135
    )Deferred revenue
    
    
    3,237
    
    
    
    2,912Other non-current liabilities
    
    
    (443
    )
    
    
    (2,444
    )Net cash flows provided by operating activities
    
    $
    245,754
    
    
    $
    188,225INVESTING ACTIVITIES:Capital expenditures
    
    
    (167,153
    )
    
    
    (217,057
    )Net cash flows used in investing activities
    
    $
    (167,153
    )
    
    $
    (217,057
    )FINANCING ACTIVITIES:New
borrowings of bank debt
    
    
    1,360,250
    
    
    
    689,000Repayment of bank debt
    
    
    (1,026,250
    )
    
    
    (644,032
    )Issuance of senior notes
    
    
    350,000
    
    
    
    Redemption of senior notes
    
    
    (625,000
    )
    
    
    Net settlement of restricted stock units
    
    
    (1,518
    )
    
    
    Repurchases of Class A common stock
    
    
    (110,000
    )
    
    
    (22,389
    )Proceeds from issuance of common stock in employee stock purchase plan
    
    
    548
    
    
    
    490Financing costs
    
    
    (23,896
    )
    
    
    (10,887
    )Other financing activities  book overdrafts
    
    
    696
    
    
    
    30,586Net cash flows (used in) provided by financing activities
    
    $
    (75,170
    )
    
    $
    42,768Net increase in cash
    
    
    3,431
    
    
    
    13,936Cash and cash equivalents, beginning of period
    
    
    67,111
    
    
    
    19,388Cash and cash equivalents, end of period
    
    $
    70,542
    
    
    $
    33,324SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    167,040
    
    
    $
    166,956NON-CASH TRANSACTIONS  FINANCING:Repurchase of Class A common stock exchanged for assets held for sale (Note 11)
    
    $
    29,284
    
    
    $
    
 
  6




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. STATEMENT OF ACCOUNTING PRESENTATION AND OTHER INFORMATION
 Basis of Preparation of Unaudited Consolidated Financial Statements
  Reclassifications
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 FASB Accounting Standards Codification
 The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principlesa replacement of FASB Statement No. 162.
   Other Pronouncements
 Fair Value Measurements and Disclosures Fair Value Measurements).
 Fair Value Measurements and Disclosures ( Determining Fair Value When the Volume and Level of Activity
for the Asset or the Liability Have Significantly Decreased and Identifying Transactions That Are
Not Orderly).
  7




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##### Table of Contents




    
    Level 1  Quoted market prices in active markets for identical assets or liabilities.
    
    Level 2  Observable market based inputs or unobservable inputs that are corroborated by
market data.
    
    Level 3  Unobservable inputs that are not corroborated by market data.
  Fair Value as of September 30, 2009(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    415
    
    
    $
    
    
    
    $
    415LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    61,574
    
    
    $
    
    
    
    $
    61,574Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    61,159
    
    
    $
    
    
    
    $
    61,159
  Fair Value as of December 31, 2008(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    80,202
    
    
    $
    
    
    
    $
    80,202Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    80,202
    
    
    $
    
    
    
    $
    80,202
 Fair Value Measurements and Disclosures The Fair Value Option for Financial Assets and Financial Liabilities 
Including an amendment of FASB Statement No. 115).
 Business Combinations Business Combinations)
  8




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##### Table of Contents



Derivatives and Hedging Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB
Statement No. 133).
 Subsequent Events Subsequent Events).
 Financial Instruments Interim Disclosures about Fair Value of Financial
Instruments)
 3. (LOSS) EARNINGS PER SHARE
 Earnings per Share Earnings per Share
    9




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##### Table of Contents



4. PROPERTY, PLANT AND EQUIPMENT
  September 30,
    
    
    December 31,2009
    
    
    2008Cable systems, equipment and subscriber devices
    
    $
    3,193,633
    
    
    $
    3,059,325Vehicles
    
    
    71,448
    
    
    
    72,759Furniture, fixtures and office equipment
    
    
    62,974
    
    
    
    60,028Buildings and leasehold improvements
    
    
    42,963
    
    
    
    41,941Land and land improvements
    
    
    7,598
    
    
    
    7,553$
    3,378,616
    
    
    $
    3,241,606Accumulated depreciation
    
    
    (1,910,760
    )
    
    
    (1,765,319
    )Property, plant and equipment, net
    
    $
    1,467,856
    
    
    $
    1,476,287
 Change in Estimate Useful lives
  Useful lives (in years)From
    
    
    ToPlant and equipment
    
    
    12
    
    
    
    16Customer premise equipment
    
    
    5
    
    
    
    7
    10




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5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  September 30,
    
    
    December 31,2009
    
    
    2008Liability under interest rate exchange agreements
    
    $
    40,670
    
    
    $
    45,208Accrued programming costs
    
    
    40,155
    
    
    
    37,848Accrued payroll and benefits
    
    
    34,346
    
    
    
    30,590Accrued interest
    
    
    32,170
    
    
    
    45,265Accrued taxes and fees
    
    
    27,992
    
    
    
    31,198Book overdrafts(1)
    
    
    17,525
    
    
    
    16,827Accrued property, plant and equipment
    
    
    16,032
    
    
    
    13,606Subscriber advance payments
    
    
    14,856
    
    
    
    11,236Accrued service costs
    
    
    12,714
    
    
    
    14,320Accounts payable
    
    
    10,377
    
    
    
    464Accrued telecommunications costs
    
    
    5,489
    
    
    
    5,058Other accrued expenses
    
    
    20,427
    
    
    
    16,954Accounts payable, accrued expenses and other current liabilities
    
    $
    272,753
    
    
    $
    268,574
 (1)
    
    Book overdrafts represent outstanding checks in excess of funds on deposit at our
disbursement accounts. We transfer funds from our depository accounts to our disbursement
accounts upon daily notification of checks presented for payment. Changes in book overdrafts
are reported as part of cash flows from financing activities in our consolidated statement of
cash flows. 6. DEBT
  September 30,
    
    
    December 31,2009
    
    
    2008Bank credit facilities
    
    $
    2,525,000
    
    
    $
    2,191,00077/8% senior notes due 2011
    
    
    
    
    
    
    125,00091/2% senior notes due 2013
    
    
    
    
    
    
    500,00081/2% senior notes due 2015
    
    
    500,000
    
    
    
    500,00091/8% senior notes due 2019
    
    
    350,000
    
    
    
    $
    3,375,000
    
    
    $
    3,316,000Less: Current portion
    
    
    109,125
    
    
    
    124,500Total long-term debt
    
    $
    3,265,875
    
    
    $
    3,191,500
 Bank Credit Facilities
    11




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Senior Notes
  1 8 1 8 1 8 1 8 1 8
 1 2 1 2 7 8 7 8 1 2 1 2 7 8 1 2 7 8 1 2 7 8 1 8
 1 2 7 8 1 2 7 8
  12




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.
 Interest Rate Swaps
     Covenant Compliance and Debt Ratings
    13




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Fair Value
  8 1/2% senior notes due 2015
    
    $
    512,5009 1/8% senior notes due 2019
    
    
    351,750$
    864,250Bank credit facilities
    
    $
    2,404,299
 7. STOCKHOLDERS DEFICIT
 Stock Repurchase Plans
  Share-based Compensation
  Three Months EndedSeptember 30,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    598
    
    
    $
    365Employee stock purchase plan
    
    
    112
    
    
    
    79Restricted stock units
    
    
    1,095
    
    
    
    1,000Total share-based compensation expense
    
    $
    1,805
    
    
    $
    1,444
  Nine Months EndedSeptember 30,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    1,756
    
    
    $
    1,191Employee stock purchase plan
    
    
    345
    
    
    
    224Restricted stock units
    
    
    3,283
    
    
    
    2,516Total share-based compensation expense
    
    $
    5,384
    
    
    $
    3,931
   14




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##### Table of Contents



Employee Stock Purchase Plan
  8. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary Ogg and Janice Ogg v. Mediacom LLC
    9. INCOME TAXES
 Income Taxes Accounting for Income Taxes ). Interim Reporting Interim Financial Reporting )
  15




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10. RELATED PARTY TRANSACTIONS
   11. REPURCHASE OF MEDIACOM CLASS A COMMON STOCK
      16




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Nine Months Ended
    
    
    Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2009
    
    
    September 30, 2008
    
    
    September 30, 2008Revenues
    
    $
    2,722
    
    
    $
    5,726
    
    
    $
    16,822Pre-tax net income
    
    $
    863
    
    
    $
    774
    
    
    $
    1,643
  December 31,2008Assets held for sale  current:Cash
    
    $
    53Accounts receivable, net
    
    
    1,618Prepaid and other current assets
    
    
    22Total assets held for sale  current
    
    $
    1,693Assets held for sale  long term:Property, plant and equipment, net
    
    
    6,396Franchise rights, net
    
    
    4,532Other assets
    
    
    5Total assets held for sale  long term
    
    $
    10,933Liabilities held for sale  current:Accounts payable and accrued expenses
    
    $
    2,020Total liabilities held for sale  current
    
    $
    2,020
 12. GOODWILL AND OTHER INTANGIBLE ASSETS
 Intangibles  Goodwill and Other Goodwill and Other Intangible Assets),
     17




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13. SUBSEQUENT EVENTS
  
 ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
       18




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Recent Developments
 Share Exchange Agreement
   New Financings
 1 8 1 8 1 8 7 8 7 8 1 2 1 2 7 8
 Revenues, Costs and Expenses
    19




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Adjusted OIBDA
    20




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Actual Results of Operations
 Three Months Ended September 30, 2009 compared to Three Months Ended September 30, 2008
  Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    363,383
    
    
    $
    352,553
    
    
    $
    10,830
    
    
    
    3.1
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    156,477
    
    
    
    148,714
    
    
    
    7,763
    
    
    
    5.2
    %Selling, general and administrative expenses
    
    
    69,122
    
    
    
    71,117
    
    
    
    (1,995
    )
    
    
    (2.8
    %)Corporate expenses
    
    
    8,307
    
    
    
    7,762
    
    
    
    545
    
    
    
    7.0
    %Depreciation and amortization
    
    
    58,528
    
    
    
    53,781
    
    
    
    4,747
    
    
    
    8.8
    %Operating income
    
    
    70,949
    
    
    
    71,179
    
    
    
    (230
    )
    
    
    (0.3
    %)Interest expense, net
    
    
    (53,020
    )
    
    
    (54,678
    )
    
    
    1,658
    
    
    
    (3.0
    %)(Loss) gain on derivatives, net
    
    
    (5,236
    )
    
    
    6,006
    
    
    
    (11,242
    )
    
    NMLoss on early extinguishment of debt
    
    
    (5,899
    )
    
    
    
    
    
    
    (5,899
    )
    
    NMOther expense, net
    
    
    (2,289
    )
    
    
    (5,816
    )
    
    
    3,527
    
    
    
    (60.6
    %)Income before income taxes
    
    
    4,505
    
    
    
    16,691
    
    
    
    (12,186
    )
    
    
    (73.0
    %)Provision for income taxes
    
    
    (14,505
    )
    
    
    (14,494
    )
    
    
    (11
    )
    
    
    0.1
    %Net (loss) income
    
    $
    (10,000
    )
    
    $
    2,197
    
    
    $
    (12,197
    )
    
    NMAdjusted OIBDA
    
    $
    131,282
    
    
    $
    126,404
    
    
    $
    4,878
    
    
    
    3.9
    %
  Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    131,282
    
    
    $
    126,404
    
    
    $
    4,878
    
    
    
    3.9
    %Non-cash, share-based compensation
    
    
    (1,805
    )
    
    
    (1,444
    )
    
    
    (361
    )
    
    
    25.0
    %Depreciation and amortization
    
    
    (58,528
    )
    
    
    (53,781
    )
    
    
    (4,747
    )
    
    
    8.8
    %Operating income
    
    $
    70,949
    
    
    $
    71,179
    
    
    $
    (230
    )
    
    
    (0.3
    %)
  21




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##### Table of Contents



Revenues
  Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    231,407
    
    
    $
    229,545
    
    
    $
    1,862
    
    
    
    0.8
    %HSD
    
    
    89,252
    
    
    
    82,447
    
    
    
    6,805
    
    
    
    8.3
    %Phone
    
    
    28,641
    
    
    
    23,697
    
    
    
    4,944
    
    
    
    20.9
    %Advertising
    
    
    14,083
    
    
    
    16,864
    
    
    
    (2,781
    )
    
    
    (16.5
    %)Total revenues
    
    $
    363,383
    
    
    $
    352,553
    
    
    $
    10,830
    
    
    
    3.1
    %
 September 30,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,263,000
    
    
    
    1,324,000
    
    
    
    (61,000
    )
    
    
    (4.6
    %)Digital customers
    
    
    665,000
    
    
    
    624,000
    
    
    
    41,000
    
    
    
    6.6
    %HSD customers
    
    
    765,000
    
    
    
    726,000
    
    
    
    39,000
    
    
    
    5.4
    %Phone customers
    
    
    274,000
    
    
    
    239,000
    
    
    
    35,000
    
    
    
    14.6
    %RGUs (1)
    
    
    2,967,000
    
    
    
    2,913,000
    
    
    
    54,000
    
    
    
    1.9
    %Average total
monthly revenue per
basic subscriber
(2)
    
    $
    95.19
    
    
    $
    88.86
    
    
    $
    6.33
    
    
    
    7.1
    %
 (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.       22




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  (Loss) Gain on Derivatives, Net
   23




---



##### Table of Contents



Loss on Early Extinguishment of Debt
 7 8 1 2
 Other Expense, Net
  Provision for Income Taxes
  Net (Loss) Income
  Nine Months Ended September 30, 2009 compared to Nine Months Ended September 30, 2008
  Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    1,088,316
    
    
    $
    1,041,732
    
    
    $
    46,584
    
    
    
    4.5
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    463,172
    
    
    
    434,276
    
    
    
    28,896
    
    
    
    6.7
    %Selling, general and administrative expenses
    
    
    202,487
    
    
    
    206,064
    
    
    
    (3,577
    )
    
    
    (1.7
    %)Corporate expenses
    
    
    24,840
    
    
    
    23,000
    
    
    
    1,840
    
    
    
    8.0
    %Depreciation and amortization
    
    
    175,236
    
    
    
    173,266
    
    
    
    1,970
    
    
    
    1.1
    %Operating income
    
    
    222,581
    
    
    
    205,126
    
    
    
    17,455
    
    
    
    8.5
    %Interest expense, net
    
    
    (153,272
    )
    
    
    (163,302
    )
    
    
    10,030
    
    
    
    (6.1
    %)Gain on derivatives, net
    
    
    19,044
    
    
    
    4,122
    
    
    
    14,922
    
    
    NMGain (loss) on sale of cable systems, net
    
    
    13,781
    
    
    
    (170
    )
    
    
    13,951
    
    
    NMLoss on early extinguishment of debt
    
    
    (5,899
    )
    
    
    
    
    
    
    (5,899
    )
    
    NMOther expense, net
    
    
    (7,115
    )
    
    
    (9,650
    )
    
    
    2,535
    
    
    
    (26.3
    %)Income before income taxes
    
    
    89,120
    
    
    
    36,126
    
    
    
    52,994
    
    
    NMProvision for income taxes
    
    
    (42,352
    )
    
    
    (43,632
    )
    
    
    1,280
    
    
    
    (2.9
    %)Net income (loss)
    
    $
    46,768
    
    
    $
    (7,506
    )
    
    $
    54,274
    
    
    NMAdjusted OIBDA
    
    $
    403,201
    
    
    $
    382,323
    
    
    $
    20,878
    
    
    
    5.5
    %
  24




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##### Table of Contents



Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    403,201
    
    
    $
    382,323
    
    
    $
    20,878
    
    
    
    5.5
    %Non-cash, share-based compensation
    
    
    (5,384
    )
    
    
    (3,931
    )
    
    
    (1,453
    )
    
    
    37.0
    %Depreciation and amortization
    
    
    (175,236
    )
    
    
    (173,266
    )
    
    
    (1,970
    )
    
    
    1.1
    %Operating income
    
    $
    222,581
    
    
    $
    205,126
    
    
    $
    17,455
    
    
    
    8.5
    %
 Revenues
  Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    699,398
    
    
    $
    689,194
    
    
    $
    10,204
    
    
    
    1.5
    %HSD
    
    
    264,339
    
    
    
    239,463
    
    
    
    24,876
    
    
    
    10.4
    %Phone
    
    
    83,260
    
    
    
    65,436
    
    
    
    17,824
    
    
    
    27.2
    %Advertising
    
    
    41,319
    
    
    
    47,639
    
    
    
    (6,320
    )
    
    
    (13.3
    %)Total revenues
    
    $
    1,088,316
    
    
    $
    1,041,732
    
    
    $
    46,584
    
    
    
    4.5
    %
 September 30,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,263,000
    
    
    
    1,324,000
    
    
    
    (61,000
    )
    
    
    (4.6
    %)Digital customers
    
    
    665,000
    
    
    
    624,000
    
    
    
    41,000
    
    
    
    6.6
    %HSD customers
    
    
    765,000
    
    
    
    726,000
    
    
    
    39,000
    
    
    
    5.4
    %Phone customers
    
    
    274,000
    
    
    
    239,000
    
    
    
    35,000
    
    
    
    14.6
    %RGUs
    
    
    2,967,000
    
    
    
    2,913,000
    
    
    
    54,000
    
    
    
    1.9
    %Average total monthly revenue per basic subscriber
    
    $
    93.70
    
    
    $
    87.42
    
    
    $
    6.28
    
    
    
    7.2
    %
     25




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
   26




---



##### Table of Contents



Gain (Loss) on Derivatives, Net
  Gain (Loss) on Sale of Cable Systems, Net
  Loss on Early Extinguishment of Debt
 7 8 1 2
 Other Expense, Net
 Note 11
 Provision for Income Taxes
  Net Income (Loss)
  Liquidity and Capital Resources
 Overview
    27




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##### Table of Contents



Recent Developments in the Credit Markets
  Net Cash Flows Provided by Operating Activities
   Net Cash Flows Used in Investing Activities
  Net Cash Flows Used in (Provided by) Financing Activities
 New Financings
  Capital Structure
    28




---



##### Table of Contents



New Financings
  1 8 1 8 1 8 1 8
 1 2 7 8 1 2 7 8 1 2 7 8 1 8 1 2 7 8
  29




---



##### Table of Contents



Covenant Compliance and Debt Ratings
   Contractual Obligations and Commercial Commitments
 New Financings
  InterestDebt
    
    
    Expense(1)
    
    
    TotalOctober 1,
2009 through September 30, 2010
    
    $
    109,125
    
    
    $
    195,517
    
    
    $
    304,642October 1,
2010 through September 30, 2012
    
    
    253,375
    
    
    
    345,774
    
    
    
    599,149October 1,
2012 through September 30, 2014
    
    
    211,750
    
    
    
    265,216
    
    
    
    476,966Thereafter
    
    
    2,800,750
    
    
    
    227,400
    
    
    
    3,028,150Total cash obligations
    
    $
    3,375,000
    
    
    $
    1,033,907
    
    
    $
    4,408,907
 *
    
    Refer to Note 6 of our consolidated financial statements for a discussion of our long-term
debt.(1)
    
    Interest payments on floating rate debt and interest rate swaps are estimated using
amounts outstanding as of September 30, 2009 and the average interest rates applicable under such
debt obligations. Critical Accounting Policies
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets),
   30




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##### Table of Contents



Inflation and Changing Prices
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
    31




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##### Table of Contents



PART II
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  Our
ability to use net operating loss carry forwards (NOLs) to reduce
future taxable income and thus reduce our federal income tax
liability may be limited if there is a change in our ownership or if
our taxable income does not reach sufficient levels.
   32




---



##### Table of Contents



ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3.
    
    DEFAULT UPON SENIOR SECURITIES
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 TEM 5. OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Exhibit Description4.1
    
    
    Indenture relating to 9.125% senior notes due 2019 of Mediacom LLC and Mediacom Capital Corporation10.1
    
    
    Incremental Facility Agreement, dated as of August 25, 2009, between the operating subsidiaries of
Mediacom LLC, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as administrative agent31.1
    
    
    Rule 13a-14(a) Certifications32.1
    
    
    Section 1350 Certifications
  33




---



##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONNovember 6, 2009
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  34




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Description4.1
    
    
    Indenture relating to 9.125% senior notes due 2019 of Mediacom LLC and Mediacom Capital Corporation10.1
    
    
    Incremental Facility Agreement, dated as of August 25, 2009, between the operating subsidiaries of
Mediacom LLC, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as administrative agent31.1
    
    
    Rule 13a-14(a) Certifications32.1
    
    
    Section 1350 Certifications
  35