##### 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 June 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. EmployerIdentification Number)
 100 Crystal Run Road
Middletown, NY 10941  (Address of principal executive offices)
 (845) 695-2600  (Registrants telephone number)
 þ o
 þ o




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2005
 TABLE OF CONTENTS
  
 PagePART IItem 1.
    
    Financial StatementsConsolidated Balance Sheets (unaudited) June 30, 2005 and December 31, 2004
    
    
    1Consolidated Statements of Operations (unaudited) Three Months Ended June 30, 2005 and 2004
    
    
    2Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2005 and 2004
    
    
    3Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 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
    
    
    27Item 4.
    
    Controls and Procedures
    
    
    28PART IIItem 1.
    
    Legal Proceedings
    
    
    29Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    30Item 6.
    
    Exhibits
    
    
    32EX-31.1: CERTIFICATIONEX-32.1: CERTIFICATION




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##### Table of Contents



PART 1
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    11,476
    
    
    $
    23,875Investments
    
    
    1,088
    
    
    
    1,987Subscriber accounts receivable, net of allowance for doubtful accounts
of $4,327 and $3,659, respectively
    
    
    59,438
    
    
    
    58,253Prepaid expenses and other assets
    
    
    17,811
    
    
    
    12,757Deferred tax asset
    
    
    8,022
    
    
    
    7,024Total current assets
    
    
    97,835
    
    
    
    103,896Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of
$1,142,280 and $1,040,289, respectively
    
    
    1,449,202
    
    
    
    1,443,090Intangible assets, net of accumulated amortization of $300,696 and
$299,098, respectively
    
    
    2,040,512
    
    
    
    2,042,110Total investment in cable television systems
    
    
    3,489,714
    
    
    
    3,485,200Other assets, net of accumulated amortization of $23,793 and
$25,266, respectively
    
    
    44,196
    
    
    
    46,559Total assets
    
    $
    3,631,745
    
    
    $
    3,635,655LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    260,583
    
    
    $
    261,223Deferred revenue
    
    
    40,234
    
    
    
    38,707Current portion of long-term debt
    
    
    46,484
    
    
    
    42,700Total current liabilities
    
    
    347,301
    
    
    
    342,630Long-term debt, less current portion
    
    
    2,973,550
    
    
    
    2,966,932Other non-current liabilities
    
    
    29,530
    
    
    
    32,581Total liabilities
    
    
    3,350,381
    
    
    
    3,342,143Commitments and contingenciesSTOCKHOLDERS EQUITYClass A common stock, $.01 par value; 300,000,000 shares authorized;
93,188,700 shares issued and 89,527,382 shares outstanding as of June
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 June 30, 2005
and December 31, 2004
    
    
    273
    
    
    
    273Deferred compensation
    
    
    (5,647
    )
    
    
    Additional paid-in capital
    
    
    990,081
    
    
    
    983,417Accumulated deficit
    
    
    (685,794
    )
    
    
    (678,963
    )Treasury stock, at cost, 3,661,318 and 2,578,936 shares of Class A common
stock as of June 30, 2005 and December 31, 2004, respectively
    
    
    (18,481
    )
    
    
    (12,146
    )Total stockholders equity
    
    
    281,364
    
    
    
    293,512Total liabilities and stockholders equity
    
    $
    3,631,745
    
    
    $
    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 EndedJune 30,2005
    
    
    2004Revenues
    
    $
    277,332
    
    
    $
    267,599Costs and expenses:Service costs (exclusive of depreciation and amortization of
$53,754 and $55,492, respectively, shown separately below)
    
    
    107,802
    
    
    
    100,345Selling, general and administrative expenses
    
    
    58,395
    
    
    
    53,873Corporate expenses
    
    
    5,615
    
    
    
    4,957Depreciation and amortization
    
    
    53,754
    
    
    
    55,492Operating income
    
    
    51,766
    
    
    
    52,932Interest expense, net
    
    
    (50,136
    )
    
    
    (47,403
    )Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    (Loss) gain on derivatives, net
    
    
    (1,649
    )
    
    
    21,267Gain on sale of assets and investments, net
    
    
    1,183
    
    
    
    5,885Other expense
    
    
    (2,533
    )
    
    
    (2,378
    )Net (loss) income before benefit from (provision for) income taxes
    
    
    (6,111
    )
    
    
    30,303Benefit from (provision for) income taxes
    
    
    122
    
    
    
    (174
    )Net (loss) income
    
    $
    (5,989
    )
    
    $
    30,129Basic weighted average shares outstanding
    
    
    117,488
    
    
    
    118,806Basic (loss) earnings per share
    
    $
    (0.05
    )
    
    $
    0.25Diluted weighted average shares outstanding
    
    
    117,488
    
    
    
    128,065Diluted (loss) earnings per share
    
    $
    (0.05
    )
    
    $
    0.25
 
 2




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 Six Months EndedJune 30,2005
    
    
    2004Revenues
    
    $
    543,576
    
    
    $
    531,038Costs and expenses:Service costs (exclusive of depreciation and amortization of
$107,679 and $108,195, respectively, shown separately below)
    
    
    213,861
    
    
    
    201,451Selling, general and administrative expenses
    
    
    114,333
    
    
    
    107,048Corporate expenses
    
    
    10,889
    
    
    
    9,848Depreciation and amortization
    
    
    107,679
    
    
    
    108,195Operating income
    
    
    96,814
    
    
    
    104,496Interest expense, net
    
    
    (101,410
    )
    
    
    (94,567
    )Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    Gain on derivatives, net
    
    
    6,421
    
    
    
    13,716Gain on sale of assets and investments, net
    
    
    1,183
    
    
    
    5,885Other expense
    
    
    (5,229
    )
    
    
    (4,813
    )Net (loss) income before provision for income taxes
    
    
    (6,963
    )
    
    
    24,717Benefit from (provision for) income taxes
    
    
    132
    
    
    
    (327
    )Net (loss) income
    
    $
    (6,831
    )
    
    $
    24,390Basic weighted average shares outstanding
    
    
    117,673
    
    
    
    118,764Basic (loss) earnings per share
    
    $
    (0.06
    )
    
    $
    0.21Diluted weighted average shares outstanding
    
    
    117,673
    
    
    
    118,809Diluted (loss) earnings per share
    
    $
    (0.06
    )
    
    $
    0.21
 
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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2005
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (6,831
    )
    
    $
    24,390Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    107,679
    
    
    
    108,195Gain on derivatives, net
    
    
    (6,421
    )
    
    
    (13,716
    )Gain on sale of assets and investments, net
    
    
    (1,183
    )
    
    
    (5,885
    )Loss on early extinguishment of debt
    
    
    4,742Amortization of original issue discounts and deferred financing costs
    
    
    3,253
    
    
    
    3,259Amortization of deferred compensation
    
    
    541
    
    
    
    Changes in assets and liabilities, net of effects from acquisitions:Subscriber accounts receivable, net
    
    
    (1,185
    )
    
    
    (2,113
    )Prepaid expenses and other assets
    
    
    (2,695
    )
    
    
    (1,816
    )Accounts payable and accrued expenses
    
    
    9,583
    
    
    
    (3,932
    )Deferred revenue
    
    
    1,527
    
    
    
    2,197Other non-current liabilities
    
    
    (3,050
    )
    
    
    2,424Net cash flows provided by operating activities
    
    
    105,960
    
    
    
    113,003CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (111,878
    )
    
    
    (81,025
    )Acquisition of cable television systems
    
    
    
    
    
    
    (3,372
    )Proceeds from sale of assets and investments
    
    
    2,082
    
    
    
    10,556Other investment activities
    
    
    
    
    
    
    (424
    )Net cash flows used in investing activities
    
    
    (109,796
    )
    
    
    (74,265
    )CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings
    
    
    651,750
    
    
    
    101,000Repayment of debt
    
    
    (441,348
    )
    
    
    (142,886
    )Redemption of senior notes
    
    
    (202,834
    )
    
    
    Repurchase of common stock for treasury
    
    
    (6,335
    )
    
    
    Other financing activities  book overdrafts
    
    
    (10,223
    )
    
    
    (912
    )Proceeds from issuance of common stock in employee stock purchase plan
    
    
    477
    
    
    
    489Other financing activities
    
    
    (50
    )
    
    
    Net cash flows used in financing activities
    
    
    (8,563
    )
    
    
    (42,309
    )Net decrease in cash and cash equivalents
    
    
    (12,399
    )
    
    
    (3,571
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    23,875
    
    
    
    25,815CASH AND CASH EQUIVALENTS, end of period
    
    $
    11,476
    
    
    $
    22,244SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    104,984
    
    
    $
    90,982
 
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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
 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.
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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Income Taxes
 Accounting for Income Taxes,
 Comprehensive Income
 Reporting Comprehensive Income,
 Reclassifications
  (2) Recent Accounting Pronouncements
 Amendment of Statement 123 on Share-Based
Payment.
 (3) Earnings Per Share
 Earnings per
Share.
  7




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   Three Months Ended
    
    
    Six Months EndedJune 30, 2004
    
    
    June 30, 2004DilutedNet
    
    
    
    
    
    
    Earnings
    
    
    Net
    
    
    
    
    
    
    EarningsIncome
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per ShareBasic earnings per share
    
    $
    30,129
    
    
    
    118,806
    
    
    $
    0.25
    
    
    $
    24,390
    
    
    
    118,764
    
    
    $
    0.21Effect of dilutive securities:Conversion of convertible
senior notes
    
    
    2,264
    
    
    
    9,214
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Assumed exercise of stock
options
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    Diluted earnings per share
    
    $
    32,393
    
    
    
    128,065
    
    
    $
    0.25
    
    
    $
    24,390
    
    
    
    118,809
    
    
    $
    0.21
 Three Months Ended
    
    
    Six Months EndedJune 30, 2005
    
    
    June 30, 2005DilutedNet
    
    
    
    
    
    
    Earnings
    
    
    Net
    
    
    
    
    
    
    EarningsLoss
    
    
    Shares
    
    
    Per Share
    
    
    Loss
    
    
    Shares
    
    
    Per ShareBasic loss per share
    
    $
    (5,989
    )
    
    
    117,488
    
    
    $
    (0.05
    )
    
    $
    (6,831
    )
    
    
    117,673
    
    
    $
    (0.06
    )Effect of dilutive securities:Conversion of convertible
senior notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Assumed exercise of stock
options and restricted stock units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted loss per share
    
    $
    (5,989
    )
    
    
    117,488
    
    
    $
    (0.05
    )
    
    $
    (6,831
    )
    
    
    117,673
    
    
    $
    (0.06
    )
 8




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (4) Property, Plant and Equipment
  June 30,
    
    
    December 31,2005
    
    
    2004Land and land improvements
    
    $
    7,145
    
    
    $
    7,089Buildings and leasehold improvements
    
    
    41,042
    
    
    
    39,898Cable systems, equipment and subscriber devices
    
    
    2,444,977
    
    
    
    2,342,220Vehicles
    
    
    61,572
    
    
    
    60,754Furniture, fixtures and office equipment
    
    
    36,746
    
    
    
    33,4172,591,482
    
    
    
    2,483,379Accumulated depreciation
    
    
    (1,142,280
    )
    
    
    (1,040,289
    )Property, plant and equipment, net
    
    $
    1,449,202
    
    
    $
    1,443,090
  (5) Intangible Assets
   Gross Asset
    
    
    Accumulated
    
    
    Net AssetJune 30, 2005
    
    Value
    
    
    Amortization
    
    
    ValueFranchise costs
    
    $
    1,944,918
    
    
    $
    140,947
    
    
    $
    1,803,971Goodwill
    
    
    224,614
    
    
    
    3,232
    
    
    
    221,382Subscriber
lists
    
    
    165,981
    
    
    
    150,824
    
    
    
    15,157Covenants not to compete
    
    
    5,695
    
    
    
    5,693
    
    
    
    2$
    2,341,208
    
    
    $
    300,696
    
    
    $
    2,040,512
 Gross Asset
    
    
    Accumulated
    
    
    Net AssetDecember 31, 2004
    
    Value
    
    
    Amortization
    
    
    ValueFranchise costs
    
    $
    1,944,918
    
    
    $
    140,947
    
    
    $
    1,803,971Goodwill
    
    
    224,614
    
    
    
    3,232
    
    
    
    221,382Subscriber
lists
    
    
    165,981
    
    
    
    149,277
    
    
    
    16,704Covenants not to compete
    
    
    5,695
    
    
    
    5,642
    
    
    
    53$
    2,341,208
    
    
    $
    299,098
    
    
    $
    2,042,110
 , ,
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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Goodwill and Other Intangible Assets
 (6) Accounts Payable and Accrued Expenses
  June 30,
    
    
    December 31,2005
    
    
    2004Accounts payable
    
    $
    12,044
    
    
    $
    14,097Book overdrafts(1)
    
    
    
    
    
    
    10,223Accrued interest
    
    
    59,506
    
    
    
    61,910Accrued payroll and benefits
    
    
    32,158
    
    
    
    24,314Accrued programming costs
    
    
    70,334
    
    
    
    62,049Accrued property, plant and equipment
    
    
    15,354
    
    
    
    18,261Accrued taxes and fees
    
    
    26,460
    
    
    
    27,777Subscriber advance payments
    
    
    9,730
    
    
    
    9,304Other accrued expenses
    
    
    34,997
    
    
    
    33,288$
    260,583
    
    
    $
    261,223
 (1)
 10




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (7) Debt
  June 30,
    
    
    December 31,2005
    
    2004Bank credit facilities
    
    $
    1,818,000
    
    
    $
    1,606,50081/2% senior notes
    
    
    
    
    
    
    200,00077⁄8% senior notes
    
    
    125,000
    
    
    
    125,00091/2% senior notes
    
    
    500,000
    
    
    
    500,00011% senior notes
    
    
    400,000
    
    
    
    400,00051/4% convertible senior notes
    
    
    172,500
    
    
    
    172,500Capital lease obligations
    
    
    4,534
    
    
    
    5,632$
    3,020,034
    
    
    $
    3,009,632Less: current portion
    
    
    46,484
    
    
    
    42,700Total long-term debt
    
    $
    2,973,550
    
    
    $
    2,966,932
 ,
   1 2
 11




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   (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
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income (loss) as reported
    
    $
    (5,989
    )
    
    $
    30,129
    
    
    $
    (6,831
    )
    
    $
    24,390Add: Total stock-based compensation
expense included in net
income (loss) as reported above
    
    
    391
    
    
    
    
    
    
    
    541
    
    
    
    Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards
    
    
    (1,185
    )
    
    
    (1,295
    )
    
    
    (2,474
    )
    
    
    (2,742
    )Pro forma net (loss) income
    
    $
    (6,783
    )
    
    $
    28,834
    
    
    $
    (8,764
    )
    
    $
    21,648Basic and diluted earnings (loss) per share:As reported
    
    $
    (0.05
    )
    
    $
    0.25
    
    
    $
    (0.06
    )
    
    $
    0.21Pro forma
    
    $
    (0.06
    )
    
    $
    0.24
    
    
    
    (0.07
    )
    
    $
    0.18
  (9) Legal Proceedings
     13




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (10) Share Repurchase Program
  (11) Sale of Assets and Investments
  (12) Related Party Transactions
   14




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##### Table of Contents



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




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Actual Results of Operations
 Three Months Ended June 30, 2005 Compared To Three Months Ended June 30, 2004
  Three Months EndedJune 30,2005
    
    
    2004
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    277,332
    
    
    $
    267,599
    
    
    $
    9,733
    
    
    
    3.6
    %Costs and expenses:Service costs
    
    
    107,802
    
    
    
    100,345
    
    
    
    7,457
    
    
    
    7.4
    %Selling, general and administrative expenses
    
    
    58,395
    
    
    
    53,873
    
    
    
    4,522
    
    
    
    8.4
    %Corporate expenses
    
    
    5,615
    
    
    
    4,957
    
    
    
    658
    
    
    
    13.3
    %Depreciation and amortization
    
    
    53,754
    
    
    
    55,492
    
    
    
    (1,738
    )
    
    
    (3.1
    %)Operating income
    
    
    51,766
    
    
    
    52,932
    
    
    
    (1,166
    )
    
    
    (2.2
    %)Interest expense, net
    
    
    (50,136
    )
    
    
    (47,403
    )
    
    
    (2,733
    )
    
    
    5.8
    %Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    
    
    
    
    (4,742
    )
    
    NM(Loss) gain on derivatives, net
    
    
    (1,649
    )
    
    
    21,267
    
    
    
    (22,916
    )
    
    NMGain on sale of assets and investments, net
    
    
    1,183
    
    
    
    5,885
    
    
    
    (4,702
    )
    
    
    (79.9
    %)Other expense
    
    
    (2,533
    )
    
    
    (2,378
    )
    
    
    (155
    )
    
    
    6.5
    %Net (loss) income before benefit from (provision for)
income taxes
    
    
    (6,111
    )
    
    
    30,303
    
    
    
    (36,414
    )
    
    NMBenefit from (provision for) income taxes
    
    
    122
    
    
    
    (174
    )
    
    
    296
    
    
    NMNet (loss) income
    
    $
    (5,989
    )
    
    $
    30,129
    
    
    $
    (36,118
    )
    
    NM
 Revenues
  Three Months EndedJune 30,2005
    
    
    2004% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    215.9
    
    
    
    77.9
    %
    
    $
    216.7
    
    
    
    81.0
    %
    
    $
    (0.8
    )
    
    
    (0.4
    %)Data
    
    
    47.9
    
    
    
    17.3
    %
    
    
    38.4
    
    
    
    14.3
    %
    
    
    9.5
    
    
    
    24.7
    %Advertising
    
    
    13.5
    
    
    
    4.8
    %
    
    
    12.5
    
    
    
    4.7
    %
    
    
    1.0
    
    
    
    8.0
    %$
    277.3
    
    
    
    100.0
    %
    
    $
    267.6
    
    
    
    100.0
    %
    
    $
    9.7
    
    
    
    3.6
    %
  16




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##### Table of Contents



,
  Costs and Expenses
    17




---



##### Table of Contents



Interest Expense, Net
 1 2 1 2
 Loss on Early Extinguishment of Debt
 1 2
 Gain (Loss) on Derivatives, Net
  Gain on Sale of Assets and Investments, Net
  18




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##### Table of Contents



Other Expense
  Benefit from (Provision for) Income Taxes
  Net (Loss) Income
  Actual Results of Operations
 Six Months Ended June 30, 2005 Compared To Six Months Ended June 30, 2004
  Six Months EndedJune 30,2005
    
    
    2004
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    543,576
    
    
    $
    531,038
    
    
    $
    12,538
    
    
    
    2.4
    %Costs and expenses:Service costs
    
    
    213,861
    
    
    
    201,451
    
    
    
    12,410
    
    
    
    6.2
    %Selling, general and administrative expenses
    
    
    114,333
    
    
    
    107,048
    
    
    
    7,285
    
    
    
    6.8
    %Corporate expenses
    
    
    10,889
    
    
    
    9,848
    
    
    
    1,041
    
    
    
    10.6
    %Depreciation and amortization
    
    
    107,679
    
    
    
    108,195
    
    
    
    (516
    )
    
    
    (0.5
    %)Operating income
    
    
    96,814
    
    
    
    104,496
    
    
    
    (7,682
    )
    
    
    (7.4
    %)Interest expense, net
    
    
    (101,410
    )
    
    
    (94,567
    )
    
    
    (6,843
    )
    
    
    7.2
    %Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    
    
    
    
    (4,742
    )
    
    NMGain on derivatives, net
    
    
    6,421
    
    
    
    13,716
    
    
    
    (7,295
    )
    
    
    (53.2
    %)Gain on sale of assets and investments, net
    
    
    1,183
    
    
    
    5,885
    
    
    
    (4,702
    )
    
    
    (79.9
    %)Other expense
    
    
    (5,229
    )
    
    
    (4,813
    )
    
    
    (416
    )
    
    
    8.6
    %Net (loss) income before benefit from (provision for)
income taxes
    
    
    (6,963
    )
    
    
    24,717
    
    
    
    (31,680
    )
    
    NMBenefit from (provision for) income taxes
    
    
    132
    
    
    
    (327
    )
    
    
    459
    
    
    NMNet (loss) income
    
    $
    (6,831
    )
    
    $
    24,390
    
    
    $
    (31,221
    )
    
    NM
 19




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##### Table of Contents



Revenues
  Six Months EndedJune 30,2005
    
    
    2004% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    
    Amount
    
    
    Revenues
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    425.7
    
    
    
    78.3
    %
    
    $
    432.6
    
    
    
    81.4
    %
    
    $
    (6.9
    )
    
    
    (1.6
    %)Data
    
    
    93.0
    
    
    
    17.1
    %
    
    
    75.2
    
    
    
    14.2
    %
    
    
    17.8
    
    
    
    23.7
    %Advertising
    
    
    24.9
    
    
    
    4.6
    %
    
    
    23.2
    
    
    
    4.4
    %
    
    
    1.7
    
    
    
    7.3
    %$
    543.6
    
    
    
    100.0
    %
    
    $
    531.0
    
    
    
    100.0
    %
    
    $
    12.6
    
    
    
    2.4
    %
   ,
  Costs and Expenses
   20




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##### Table of Contents



Interest Expense, Net
 1 2
 Loss on Early Extinguishment of Debt
 1 2
 Gain (Loss) on Derivatives, Net
  Gain on Sale of Asset and Investments, Net
  Other Expense
  Benefit from (Provision for) Income Taxes
  21




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##### Table of Contents



Net Loss (Income)
  Liquidity and Capital Resources
 Overview
     Operating Activities
  Investing Activities
  22




---



##### Table of Contents



Financing Activities
   1 2
    Other
   23




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##### Table of Contents



Contractual Obligations and Commercial Commitments
  Capital
    
    
    Operating
    
    
    Interest(1)Debt
    
    
    Leases
    
    
    Leases
    
    
    Expense
    
    
    TotalJuly 1, 2005 to June 30, 2006
    
    $
    44,250
    
    
    $
    2,234
    
    
    $
    3,438
    
    
    $
    202,301
    
    
    $
    252,223July 1, 2006 to June 30, 2007
    
    
    231,750

(2)
    
    
    2,103
    
    
    
    2,777
    
    
    
    191,167
    
    
    
    427,797July 1, 2007 to June 30, 2008
    
    
    80,500
    
    
    
    197
    
    
    
    1,923
    
    
    
    188,104
    
    
    
    270,724July 1, 2008 to June 30, 2009
    
    
    169,250
    
    
    
    
    
    
    
    1,184
    
    
    
    184,024
    
    
    
    354,458July 1, 2009 to June 30, 2010
    
    
    243,250
    
    
    
    
    
    
    
    801
    
    
    
    175,460
    
    
    
    419,511Thereafter
    
    
    2,246,500
    
    
    
    
    
    
    
    2,633
    
    
    
    460,933
    
    
    
    2,710,066Total cash obligations
    
    $
    3,015,500
    
    
    $
    4,534
    
    
    $
    12,756
    
    
    $
    1,401,989
    
    
    $
    4,434,779
  
 (1)
    
    Interest payments on floating rate debt and interest rate swaps are estimated using
amounts outstanding as of June 30, 2005 and the average interest rates applicable under such debt obligations.(2)
    
    Includes $172.5 million of convertible senior notes due 2006. Critical Accounting Policies
  Revenue Recognition
  24




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##### Table of Contents



Allowance for Doubtful Accounts
  Programming Costs
  Property, Plant and Equipment
  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.
 25




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##### Table of Contents



Income Taxes
 Accounting for Income Taxes,
 Recent Accounting Pronouncements
 , Amendment of Statement 123 on Share-Based
Payment.
 Inflation and Changing Prices
  26




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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:July 1, 2005 to June 30, 2006
    
    
    
    
    
    $
    44,250
    
    
    $
    2,234
    
    
    $
    46,484July 1, 2006 to June 30, 2007
    
    
    172,500
    (1)
    
    
    59,250
    
    
    
    2,103
    
    
    
    233,853July 1, 2007 to June 30, 2008
    
    
    
    
    
    
    80,500
    
    
    
    197
    
    
    
    80,697July 1, 2008 to June 30, 2009
    
    
    
    
    
    
    169,250
    
    
    
    
    
    
    
    169,250July 1, 2009 to June 30, 2010
    
    
    
    
    
    
    243,250
    
    
    
    
    
    
    
    243,250Thereafter
    
    
    1,025,000
    
    
    
    1,221,500
    
    
    
    
    
    
    
    2,246,500Total
    
    $
    1,197,500
    
    
    $
    1,818,000
    
    
    $
    4,534
    
    
    $
    3,020,034Fair Value
    
    $
    1,223,150
    
    
    $
    1,818,000
    
    
    $
    4,534
    
    
    $
    3,045,684Weighted Average Interest Rate
    
    
    9.2
    %
    
    
    5.1
    %
    
    
    3.1
    %
    
    
    6.7
    %
 
 (1)
    
    Represents convertible senior notes due July 2006. 27




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
   28




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Approximate DollarTotal Number of
    
    
    Value of Shares thatTotal Number
    
    
    
    
    
    
    Shares Purchased
    
    
    May Yet Beof Shares
    
    
    Average Price
    
    
    as Part of Publicly
    
    
    Purchased UnderPeriod
    
    Purchased
    
    
    Per share
    
    
    Announced Program
    
    
    the ProgramApril 1 - 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    May 1 - 31, 2005
    
    
    1,082,382
    
    
    $
    5.85
    
    
    
    1,082,382
    
    
    $
    31,519,092June 1 - 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,082,382
    
    
    $
    5.85
    
    
    
    1,082,382
    
    
    $
    31,519,092
  29




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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Vote For
    
    
    Vote WithheldRocco B. Commisso
    
    
    327,104,230
    
    
    
    30,039,467Craig S. Mitchell
    
    
    356,148,346
    
    
    
    995,351William S. Morris III
    
    
    356,149,736
    
    
    
    993,961Thomas V. Reifenheiser
    
    
    356,391,924
    
    
    
    751,773Natale S. Ricciardi
    
    
    356,394,050
    
    
    
    749,647Mark E. Stephan
    
    
    326,611,630
    
    
    
    30,532,067Robert L. Winikoff
    
    
    326,709,608
    
    
    
    30,434,089
   
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Exhibit Description31.1
    
    Rule 13a-14(a) Certifications32.1
    
    Section 1350 Certifications
 30




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##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONAugust 9, 2005
    
    By:
    
    /s/ Mark E. StephanMark E. StephanExecutive Vice President andChief Financial Officer
 31