##### 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 June 30, 2007
 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
  o þ o
  o þ




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##### 



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2007
 TABLE OF CONTENTS
 PagePART IItem 1. Financial StatementsConsolidated Balance Sheets (unaudited) June 30, 2007 and December 31, 2006
    
    
    4Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2007 and 2006
    
    
    5Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2007 and 2006
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22PART IIItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 10.4Exhibit 31.1Exhibit 32.1
   2




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Cautionary Statement Regarding Forward-Looking Statements
    3




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##### Table of Contents



Table of Contents
 
 PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (All dollar amounts in thousands)
 (Unaudited)
 June 30,
    
    
    December 31,2007
    
    
    2006ASSETSCURRENT ASSETSCash
    
    $
    14,697
    
    
    $
    36,385Accounts receivable, net of allowance for doubtful accounts of $2,161 and $2,173
    
    
    76,213
    
    
    
    75,722Prepaid expenses and other current assets
    
    
    17,719
    
    
    
    17,248Deferred tax assets
    
    
    2,176
    
    
    
    2,467Total current assets
    
    
    110,805
    
    
    
    131,822Investment in cable television systems:Property,
plant and equipment, net of accumulated depreciation of $1,522,959 and $1,423,911
    
    
    1,447,672
    
    
    
    1,451,134Franchise rights
    
    
    1,803,178
    
    
    
    1,803,898Goodwill
    
    
    221,232
    
    
    
    221,382Subscriber lists and other intangible assets, net of accumulated amortization of $160,177
and $159,848
    
    
    11,837
    
    
    
    11,827Total investment in cable television systems
    
    
    3,483,919
    
    
    
    3,488,241Other assets, net of accumulated amortization of $24,809 and $22,288
    
    
    29,209
    
    
    
    32,287Total assets
    
    $
    3,623,933
    
    
    $
    3,652,350LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    254,013
    
    
    $
    275,611Deferred revenue
    
    
    50,502
    
    
    
    46,293Current portion of long-term debt
    
    
    84,678
    
    
    
    75,563Total current liabilities
    
    
    389,193
    
    
    
    397,467Long-term debt, less current portion
    
    
    3,053,750
    
    
    
    3,069,036Deferred tax liabilities
    
    
    287,392
    
    
    
    259,300Other non-current liabilities
    
    
    13,488
    
    
    
    21,361Total liabilities
    
    
    3,743,823
    
    
    
    3,747,164Commitments and contingencies (Note 8)STOCKHOLDERS DEFICITClass A common stock, $.01 par value; 300,000,000 shares authorized; 94,188,460 shares
issued and 82,571,663 shares outstanding and 93,825,218 shares issued and 82,761,606
shares outstanding
    
    
    941
    
    
    
    938Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,011,237 shares
issued
and outstanding and 27,061,237 shares issued and outstanding
    
    
    270
    
    
    
    271Additional paid-in capital
    
    
    994,291
    
    
    
    991,113Accumulated deficit
    
    
    (1,049,638
    )
    
    
    (1,026,113
    )Treasury stock, at cost, 11,616,797 and 11,063,612 shares of Class A common stock
    
    
    (65,754
    )
    
    
    (61,023
    )Total stockholders deficit
    
    
    (119,890
    )
    
    
    (94,814
    )Total liabilities and stockholders deficit
    
    $
    3,623,933
    
    
    $
    3,652,350
 
  4




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (All amounts in thousands, except per share data)
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues
    
    $
    324,734
    
    
    $
    302,421
    
    
    $
    632,609
    
    
    $
    591,769Costs and expenses:Service costs
    
    
    133,975
    
    
    
    121,907
    
    
    
    266,370
    
    
    
    240,428Selling, general and administrative expenses
    
    
    65,932
    
    
    
    60,583
    
    
    
    128,515
    
    
    
    119,012Corporate expenses
    
    
    6,932
    
    
    
    5,897
    
    
    
    13,703
    
    
    
    11,881Depreciation and amortization
    
    
    56,934
    
    
    
    54,184
    
    
    
    110,735
    
    
    
    107,901Operating income
    
    
    60,961
    
    
    
    59,850
    
    
    
    113,286
    
    
    
    112,547Interest expense, net
    
    
    (60,022
    )
    
    
    (56,890
    )
    
    
    (119,012
    )
    
    
    (112,542
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    (7,532
    )
    
    
    
    
    
    
    (7,532
    )Gain on derivatives, net
    
    
    9,214
    
    
    
    807
    
    
    
    4,819
    
    
    
    1,322Gain on sale of cable systems
    
    
    
    
    
    
    
    
    
    
    10,781
    
    
    
    Other expense, net
    
    
    (2,196
    )
    
    
    (2,983
    )
    
    
    (4,904
    )
    
    
    (5,624
    )Income (loss) before income taxes
    
    
    7,957
    
    
    
    (6,748
    )
    
    
    4,970
    
    
    
    (11,829
    )(Provision for) benefit from income taxes
    
    
    (14,601
    )
    
    
    12,473
    
    
    
    (28,495
    )
    
    
    (19,653
    )Net (loss) income
    
    $
    (6,644
    )
    
    $
    5,725
    
    
    $
    (23,525
    )
    
    $
    (31,482
    )Basic  weighted average shares outstanding
    
    
    109,758
    
    
    
    110,922
    
    
    
    109,824
    
    
    
    112,218Basic  (loss) income per share
    
    $
    (0.06
    )
    
    $
    0.05
    
    
    $
    (0.21
    )
    
    $
    (0.28
    )Diluted  weighted average shares outstanding
    
    
    109,758
    
    
    
    112,476
    
    
    
    109,824
    
    
    
    112,218Diluted  (loss) income per share
    
    $
    (0.06
    )
    
    $
    0.05
    
    
    $
    (0.21
    )
    
    $
    (0.28
    )
 
  5




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Six Months EndedJune 30,2007
    
    
    2006OPERATING ACTIVITIES:Net loss
    
    $
    (23,525
    )
    
    $
    (31,482
    )Adjustments to reconcile net loss to net
cash provided by operating activities:Depreciation and amortization
    
    
    110,735
    
    
    
    107,901Gain on derivatives, net
    
    
    (4,819
    )
    
    
    (1,322
    )Gain on sale of cable systems
    
    
    (10,781
    )
    
    
    Loss on early extinguishment of debt
    
    
    
    
    
    
    4,908Amortization of deferred financing costs
    
    
    2,521
    
    
    
    3,334Share-based compensation
    
    
    2,687
    
    
    
    2,053Deferred income taxes
    
    
    28,383
    
    
    
    19,538Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (364
    )
    
    
    (2,114
    )Prepaid expenses and other assets
    
    
    (1,265
    )
    
    
    (3,440
    )Accounts payable and accrued expenses
    
    
    (30,781
    )
    
    
    6,677Deferred revenue
    
    
    4,209
    
    
    
    3,535Other non-current liabilities
    
    
    (1,818
    )
    
    
    (1,861
    )Net cash flows provided by operating activities
    
    $
    75,182
    
    
    $
    107,727INVESTING ACTIVITIES:Capital expenditures
    
    
    (111,776
    )
    
    
    (104,781
    )Acquisition of cable system
    
    
    (7,274
    )
    
    
    Proceeds from sale of cable systems
    
    
    22,948
    
    
    
    Net cash flows used in investing activities
    
    $
    (96,102
    )
    
    $
    (104,781
    )FINANCING ACTIVITIES:New borrowings
    
    
    140,166
    
    
    
    1,581,000Repayment of debt
    
    
    (146,335
    )
    
    
    (1,345,632
    )Redemption/repayment of senior notes
    
    
    
    
    
    
    (172,500
    )Repurchases of Class A common stock
    
    
    (4,331
    )
    
    
    (34,386
    )Proceeds from issuance of common stock in employee stock purchase plan
    
    
    460
    
    
    
    460Other financing activities  book overdrafts
    
    
    9,272
    
    
    
    (3,173
    )Financing costs
    
    
    
    
    
    
    (193
    )Net cash flows (used in) provided by financing activities
    
    $
    (768
    )
    
    $
    25,576Net (decrease) increase in cash
    
    
    (21,688
    )
    
    
    28,522CASH, beginning of period
    
    
    36,385
    
    
    
    17,281CASH, end of period
    
    $
    14,697
    
    
    $
    45,803SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    123,049
    
    
    $
    118,845
 
  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
 Fair
Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 3. (LOSS) INCOME PER SHARE
 Earnings per Share
   7




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4. PROPERTY, PLANT AND EQUIPMENT
  June 30,
    
    
    December 31,2007
    
    
    2006Cable systems, equipment and subscriber devices
    
    $
    2,798,955
    
    
    $
    2,711,273Vehicles
    
    
    71,655
    
    
    
    65,554Furniture, fixtures and office equipment
    
    
    51,591
    
    
    
    49,716Buildings and leasehold improvements
    
    
    41,242
    
    
    
    41,140Land and land improvements
    
    
    7,188
    
    
    
    7,3622,970,631
    
    
    
    2,875,045Accumulated depreciation
    
    
    (1,522,959
    )
    
    
    (1,423,911
    )Property, plant and equipment, net
    
    $
    1,447,672
    
    
    $
    1,451,134
 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  June 30,
    
    
    December 31,2007
    
    
    2006Accrued interest
    
    $
    46,106
    
    
    $
    44,741Accrued programming costs
    
    
    44,092
    
    
    
    49,537Book overdrafts(1)
    
    
    32,055
    
    
    
    22,414Accrued taxes and fees
    
    
    28,279
    
    
    
    30,502Accrued payroll and benefits
    
    
    24,673
    
    
    
    27,220Accrued service costs
    
    
    16,308
    
    
    
    16,062Accrued property, plant and equipment
    
    
    15,666
    
    
    
    18,542Subscriber advance payments
    
    
    11,558
    
    
    
    10,611Accounts payable
    
    
    7,825
    
    
    
    32,146Other accrued expenses
    
    
    27,451
    
    
    
    23,836$
    254,013
    
    
    $
    275,611
 
 (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.  8




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##### Table of Contents



6. DEBT
  June 30,
    
    
    December 31,2007
    
    
    2006Bank credit facilities
    
    $
    2,013,250
    
    
    $
    2,018,50077/8% senior notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% senior notes due 2013
    
    
    500,000
    
    
    
    500,00081/2% senior notes due 2015
    
    
    500,000
    
    
    
    500,000Capital lease obligations
    
    
    178
    
    
    
    1,099$
    3,138,428
    
    
    $
    3,144,599Less: Current portion
    
    
    84,678
    
    
    
    75,563Total long-term debt
    
    $
    3,053,750
    
    
    $
    3,069,036
 Bank Credit Facilities
   Interest Rate Exchange Agreements
  7. STOCKHOLDERS DEFICIT
 Stock Repurchase Plans
   9




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Share-based Compensation
   Three Months Ended June 30,2007
    
    
    2006Share-based compensation expense by type of award:Employee stock options
    
    $
    475
    
    
    $
    483Employee stock purchase plan
    
    
    69
    
    
    
    (88
    )Restricted stock units
    
    
    822
    
    
    
    503Total share-based compensation expense
    
    $
    1,366
    
    
    $
    898
 Six Months Ended June 30,2007
    
    
    2006Share-based compensation expense by type of award:Employee stock options
    
    $
    1,094
    
    
    $
    1,058Employee stock purchase plan
    
    
    138
    
    
    
    88Restricted stock units
    
    
    1,455
    
    
    
    907Total share-based compensation expense
    
    $
    2,687
    
    
    $
    2,053
  Employee Stock Purchase Plan
  8. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary Ogg and Janice Ogg v. Mediacom, LLC
  10




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9. INCOME TAXES
 Accounting for Income Taxes Interim Financial Reporting
   Accounting for Uncertainty in Income
Taxes  An Interpretation of FASB Statement No. 109
  11




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10. RELATED PARTY TRANSACTIONS
    12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
     Retransmission Consent
   Adjusted OIBDA
   13




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Actual Results of Operations
 Three Months Ended June 30, 2007 compared to Three Months Ended June 30, 2006
  Three Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    324,734
    
    
    $
    302,421
    
    
    $
    22,313
    
    
    
    7.4
    %Costs and expenses:Service costs
    
    
    133,975
    
    
    
    121,907
    
    
    
    12,068
    
    
    
    9.9
    %Selling, general and administrative expenses
    
    
    65,932
    
    
    
    60,583
    
    
    
    5,349
    
    
    
    8.8
    %Corporate expenses
    
    
    6,932
    
    
    
    5,897
    
    
    
    1,035
    
    
    
    17.6
    %Depreciation and amortization
    
    
    56,934
    
    
    
    54,184
    
    
    
    2,750
    
    
    
    5.1
    %Operating income
    
    
    60,961
    
    
    
    59,850
    
    
    
    1,111
    
    
    
    1.9
    %Interest expense, net
    
    
    (60,022
    )
    
    
    (56,890
    )
    
    
    (3,132
    )
    
    
    5.5
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    (7,532
    )
    
    
    7,532
    
    
    NMGain on derivatives, net
    
    
    9,214
    
    
    
    807
    
    
    
    8,407
    
    
    NMOther expense, net
    
    
    (2,196
    )
    
    
    (2,983
    )
    
    
    787
    
    
    
    (26.4
    %)Income (loss) before income taxes
    
    
    7,957
    
    
    
    (6,748
    )
    
    
    14,705
    
    
    
    NM(Provision for) benefit from income taxes
    
    
    (14,601
    )
    
    
    12,473
    
    
    
    (27,074
    )
    
    
    NMNet (loss) income
    
    $
    (6,644
    )
    
    $
    5,725
    
    
    $
    (12,369
    )
    
    
    NMAdjusted OIBDA
    
    $
    119,261
    
    
    $
    114,932
    
    
    $
    4,329
    
    
    
    3.8
    %
 Three Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    119,261
    
    
    $
    114,932
    
    
    
    4,329
    
    
    
    3.8
    %Non-cash, share-based compensation
    
    
    (1,366
    )
    
    
    (898
    )
    
    
    (468
    )
    
    
    52.1
    %Depreciation and amortization
    
    
    (56,934
    )
    
    
    (54,184
    )
    
    
    (2,750
    )
    
    
    5.1
    %Operating income
    
    $
    60,961
    
    
    $
    59,850
    
    
    
    1,111
    
    
    
    1.9
    %
  14




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Revenues
  Three Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    226,029
    
    
    $
    222,559
    
    
    $
    3,470
    
    
    
    1.6
    %Data
    
    
    69,405
    
    
    
    58,037
    
    
    
    11,368
    
    
    
    19.6
    %Phone
    
    
    13,281
    
    
    
    5,876
    
    
    
    7,405
    
    
    
    126.0
    %Advertising
    
    
    16,019
    
    
    
    15,949
    
    
    
    70
    
    
    
    0.4
    %$
    324,734
    
    
    $
    302,421
    
    
    $
    22,313
    
    
    
    7.4
    %
 Three Months EndedJune 30,
    
    
    Increase/2007
    
    
    2006
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,344,000
    
    
    
    1,400,000
    
    
    
    (56,000
    )
    
    
    (4.0
    %)Digital customers
    
    
    532,000
    
    
    
    496,000
    
    
    
    36,000
    
    
    
    7.3
    %Data customers
    
    
    613,000
    
    
    
    516,000
    
    
    
    97,000
    
    
    
    18.8
    %Phone customers
    
    
    144,000
    
    
    
    66,000
    
    
    
    78,000
    
    
    
    118.2
    %RGUs (1)
    
    
    2,633,000
    
    
    
    2,478,000
    
    
    
    155,000
    
    
    
    6.3
    %Average total monthly revenue per basic subscriber
(2)
    
    $
    80.00
    
    
    $
    71.44
    
    
    $
    8.56
    
    
    
    12.0
    %Average total monthly revenue per RGU(3)
    
    $
    41.25
    
    
    $
    40.75
    
    
    $
    0.50
    
    
    
    1.2
    %
 
 (1)
    
    Represents the total of
basic subscribers and digital, data and phone customers at the
end of each period.(2)
    
    Represents revenues for the quarter divided by average basic subscribers for such
period.(3)
    
    Represents revenues for the quarter divided by average RGUs for such period.       15




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Costs and Expenses
        Adjusted OIBDA
  Operating Income
   16




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Interest Expense, Net
  Gain on Derivatives, Net
  Provision for Income Taxes
  Net (Loss) Income
   17




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Six Months Ended June 30, 2007 compared to Six Months Ended June 30, 2006
  Six Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    632,609
    
    
    $
    591,769
    
    
    $
    40,840
    
    
    
    6.9
    %Costs and expenses:Service costs
    
    
    266,370
    
    
    
    240,428
    
    
    
    25,942
    
    
    
    10.8
    %Selling, general and administrative expenses
    
    
    128,515
    
    
    
    119,012
    
    
    
    9,503
    
    
    
    8.0
    %Corporate expenses
    
    
    13,703
    
    
    
    11,881
    
    
    
    1,822
    
    
    
    15.3
    %Depreciation and amortization
    
    
    110,735
    
    
    
    107,901
    
    
    
    2,834
    
    
    
    2.6
    %Operating income
    
    
    113,286
    
    
    
    112,547
    
    
    
    739
    
    
    
    0.7
    %Interest expense, net
    
    
    (119,012
    )
    
    
    (112,542
    )
    
    
    (6,470
    )
    
    
    5.7
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    (7,532
    )
    
    
    7,532
    
    
    NMGain on derivatives, net
    
    
    4,819
    
    
    
    1,322
    
    
    
    3,497
    
    
    
    264.5
    %Gain on sale of cable systems
    
    
    10,781
    
    
    
    
    
    
    
    10,781
    
    
    NMOther expense, net
    
    
    (4,904
    )
    
    
    (5,624
    )
    
    
    720
    
    
    
    (12.8
    %)Income (loss) before provision for income taxes
    
    
    4,970
    
    
    
    (11,829
    )
    
    
    16,799
    
    
    NMProvision for income taxes
    
    
    (28,495
    )
    
    
    (19,653
    )
    
    
    (8,842
    )
    
    NMNet loss
    
    $
    (23,525
    )
    
    $
    (31,482
    )
    
    $
    7,957
    
    
    NMAdjusted OIBDA
    
    $
    226,708
    
    
    $
    222,501
    
    
    $
    4,207
    
    
    
    1.9
    %
 Six Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    226,708
    
    
    $
    222,501
    
    
    
    4,207
    
    
    
    1.9
    %Non-cash share-based compensation
    
    
    (2,687
    )
    
    
    (2,053
    )
    
    
    (634
    )
    
    
    30.9
    %Depreciation and amortization
    
    
    (110,735
    )
    
    
    (107,901
    )
    
    
    (2,834
    )
    
    
    2.6
    %Operating income
    
    $
    113,286
    
    
    $
    112,547
    
    
    
    739
    
    
    
    0.7
    %
  18




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##### Table of Contents



Revenues
  Six Months EndedJune 30,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    441,657
    
    
    $
    439,451
    
    
    $
    2,206
    
    
    
    0.5
    %Data
    
    
    134,953
    
    
    
    113,547
    
    
    
    21,406
    
    
    
    18.9
    %Phone
    
    
    24,825
    
    
    
    9,441
    
    
    
    15,384
    
    
    
    162.9
    %Advertising
    
    
    31,174
    
    
    
    29,330
    
    
    
    1,844
    
    
    
    6.3
    %$
    632,609
    
    
    $
    591,769
    
    
    $
    40,840
    
    
    
    6.9
    %
 Six Months EndedJune 30,
    
    
    Increase/2007
    
    
    2006
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,344,000
    
    
    
    1,400,000
    
    
    
    (56,000
    )
    
    
    (4.0
    %)Digital customers
    
    
    532,000
    
    
    
    496,000
    
    
    
    36,000
    
    
    
    7.3
    %Data customers
    
    
    613,000
    
    
    
    516,000
    
    
    
    97,000
    
    
    
    18.8
    %Phone customers
    
    
    144,000
    
    
    
    66,000
    
    
    
    78,000
    
    
    
    118.2
    %RGUs (1)
    
    
    2,633,000
    
    
    
    2,478,000
    
    
    
    155,000
    
    
    
    6.3
    %Average total monthly revenue per basic subscriber
(2)
    
    $
    77.41
    
    
    $
    69.87
    
    
    $
    7.54
    
    
    
    10.8
    %Average total monthly revenue per RGU(3)
    
    $
    40.37
    
    
    $
    40.30
    
    
    $
    0.07
    
    
    
    0.2
    %
 
 (1)
    
    Represents the total of
basic subscribers and digital, data and phone customers at
the end of each period.(2)
    
    Represents revenues for the period divided by average basic subscribers for such
period.(3)
    
    Represents revenues for the period divided by average RGUs for such period.      Costs and Expenses
   19




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##### Table of Contents



Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Gain on Derivatives, Net
  Provision for Income Taxes
  Net Loss
   20




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##### Table of Contents



Liquidity and Capital Resources
 Overview
    Operating Activities
   Investing Activities
  Financing Activities
   21




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##### Table of Contents



Other
   Contractual Obligations and Commercial Commitments
  Critical Accounting Judgments and Estimates
 Use of Estimates
  Inflation and Changing Prices
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
    22




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
 2006
Form 10-K
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   Approximate DollarTotal Number of
    
    
    
    
    
    
    Value of Shares thatTotal Number
    
    
    
    
    
    
    Shares Purchased
    
    
    Total Dollars
    
    
    May Yet Beof Shares
    
    
    Average Price
    
    
    as Part of Publicly
    
    
    Purchased Under
    
    
    Purchased UnderPeriod
    
    Purchased
    
    
    Per Share
    
    
    Announced Program
    
    
    the Program
    
    
    the ProgramApril
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    39,036,495May
    
    
    503,441
    
    
    $
    8.60
    
    
    
    503,441
    
    
    $
    4,331,121
    
    
    
    34,705,374June
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,705,374Second Quarter 2007
    
    
    503,441
    
    
    $
    8.60
    
    
    
    503,441
    
    
    $
    4,331,121
    
    
    $
    34,705,374
 
 ITEM 3. DEFAULT UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Vote For
    
    Vote WithheldRocco B. Commisso
    
    340,768,565
    
    2,029,447Craig S. Mitchell
    
    341,176,169
    
    1,621,843William S. Morris III
    
    341,167,314
    
    1,630,698Thomas V. Reifenheiser
    
    341,176,169
    
    1,621,843Natale S. Ricciardi
    
    341,175,169
    
    1,622,843Mark E. Stephan
    
    331,526,313
    
    11,271,699Robert L. Winikoff
    
    331,557,366
    
    11,240,646
  23




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##### Table of Contents



ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 Exhibit 10.1:
    
    Amendment No. 3, dated as of June 11, 2007, to the Amendment and Restatement,
dated as of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lendersExhibit 10.2:
    
    Amendment No. 4, dated as of June 11, 2007, to the Amendment and Restatement, dated
as of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lendersExhibit 10.3:
    
    Amendment No. 2, dated as of June 11, 2007, to the Credit Agreement, dated as of
October 21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lendersExhibit 10.4:
    
    Amendment No. 3, dated as of June 11, 2007, to the Credit Agreement, dated as of
October 21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lendersExhibit 31.1:
    
    Rule 13a-14(a) CertificationsExhibit 32.1:
    
    Section 1350 Certifications
  24




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##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONAugust 8, 2007
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and
Chief Financial Officer  25




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    DescriptionExhibit 10.1:
    
    Amendment No. 3, dated as of June 11, 2007, to the Amendment and Restatement,
dated as of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lendersExhibit 10.2:
    
    Amendment No. 4, dated as of June 11, 2007, to the Amendment and Restatement, dated
as of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lendersExhibit 10.3:
    
    Amendment No. 2, dated as of June 11, 2007, to the Credit Agreement, dated as of
October 21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lendersExhibit 10.4:
    
    Amendment No. 3, dated as of June 11, 2007, to the Credit Agreement, dated as of
October 21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lendersExhibit 31.1:
    
    Rule 13a-14(a) CertificationsExhibit 32.1:
    
    Section 1350 Certifications
  26