##### 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, 2009
 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
 Yes
o No o
  o Large accelerated filer
    
    þ Accelerated filer
    
    o Non-accelerated filer
    
    o Smaller reporting company
 o þ




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##### 



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2009
 TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) June 30, 2009 and December 31, 2008
    
    
    4Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2009 and 2008
    
    
    5Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    27PART IIItem 1. Legal Proceedings
    
    
    28Item 1A. Risk Factors
    
    
    28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    28Item 3. Defaults upon Senior Securities
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders
    
    
    28Item 5. Other Information
    
    
    28Item 6. Exhibits
    
    
    28Exhibit 31.1Exhibit 31.2Exhibit 32.1
    2




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Cautionary Statement Regarding Forward-Looking Statements
    3




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##### Table of Contents



PART I
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    68,774
    
    
    $
    67,111Accounts receivable, net of allowance for doubtful accounts of $2,390 and $2,774
    
    
    87,942
    
    
    
    81,086Prepaid expenses and other current assets
    
    
    22,062
    
    
    
    17,615Deferred tax assets
    
    
    7,073
    
    
    
    8,260Assets held for sale
    
    
    
    
    
    
    1,693Total current assets
    
    
    185,851
    
    
    
    175,765Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of $1,861,927 and $1,765,319
    
    
    1,467,750
    
    
    
    1,476,287Franchise rights
    
    
    1,793,715
    
    
    
    1,793,579Goodwill
    
    
    219,991
    
    
    
    220,646Subscriber lists and other intangible assets, net of accumulated amortization of $156,983
and $155,721
    
    
    6,732
    
    
    
    7,994Assets held for sale
    
    
    
    
    
    
    10,933Total investment in cable television systems
    
    
    3,488,188
    
    
    
    3,509,439Other assets, net of accumulated amortization of $24,606 and $21,922
    
    
    33,472
    
    
    
    33,785Total assets
    
    $
    3,707,511
    
    
    $
    3,718,989LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses and other current liabilities
    
    $
    275,059
    
    
    $
    268,574Deferred revenue
    
    
    55,998
    
    
    
    54,316Current portion of long-term debt
    
    
    120,250
    
    
    
    124,500Liabilities held for sale
    
    
    
    
    
    
    2,020Total current liabilities
    
    
    451,307
    
    
    
    449,410Long-term debt, less current portion
    
    
    3,249,750
    
    
    
    3,191,500Deferred tax liabilities
    
    
    407,311
    
    
    
    380,650Other non-current liabilities
    
    
    25,691
    
    
    
    44,073Total liabilities
    
    
    4,134,059
    
    
    
    4,065,633Commitments and contingencies (Note 8)STOCKHOLDERS DEFICITClass A common stock, $.01 par value; 300,000,000 shares authorized; 96,386,282 shares
issued and 40,454,797 shares outstanding as of June 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
    
    
    1,008,677
    
    
    
    1,004,334Accumulated deficit
    
    
    (1,141,970
    )
    
    
    (1,198,734
    )Treasury stock, at cost, 55,931,485 and 27,200,623 shares of Class A common stock
    
    
    (294,489
    )
    
    
    (153,464
    )Total stockholders deficit
    
    
    (426,548
    )
    
    
    (346,644
    )Total liabilities and stockholders deficit
    
    $
    3,707,511
    
    
    $
    3,718,989
 
  4




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    364,495
    
    
    $
    349,501
    
    
    $
    724,933
    
    
    $
    689,179Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    153,887
    
    
    
    145,019
    
    
    
    306,695
    
    
    
    285,562Selling, general and administrative expenses
    
    
    67,280
    
    
    
    68,005
    
    
    
    133,364
    
    
    
    134,946Corporate expenses
    
    
    8,326
    
    
    
    7,504
    
    
    
    16,533
    
    
    
    15,238Depreciation and amortization
    
    
    57,940
    
    
    
    59,641
    
    
    
    116,708
    
    
    
    119,485Operating income
    
    
    77,062
    
    
    
    69,332
    
    
    
    151,633
    
    
    
    133,948Interest expense, net
    
    
    (51,331
    )
    
    
    (54,035
    )
    
    
    (100,252
    )
    
    
    (108,624
    )Gain (loss) on derivatives, net
    
    
    25,951
    
    
    
    22,187
    
    
    
    24,280
    
    
    
    (1,886
    )(Loss) gain on sale of cable systems, net
    
    
    (410
    )
    
    
    
    
    
    
    13,781
    
    
    
    (170
    )Other expense, net
    
    
    (2,361
    )
    
    
    (1,983
    )
    
    
    (4,826
    )
    
    
    (3,833
    )Income before income taxes
    
    $
    48,911
    
    
    $
    35,501
    
    
    $
    84,616
    
    
    $
    19,435Provision for income taxes
    
    
    (14,505
    )
    
    
    (14,569
    )
    
    
    (27,848
    )
    
    
    (29,139
    )Net income (loss)
    
    $
    34,406
    
    
    $
    20,932
    
    
    $
    56,768
    
    
    $
    (9,704
    )Basic weighted average shares outstanding
    
    
    67,435
    
    
    
    95,137
    
    
    
    74,016
    
    
    
    96,391Basic earnings (loss) per share
    
    $
    0.51
    
    
    $
    0.22
    
    
    $
    0.77
    
    
    $
    (0.10
    )Diluted weighted average shares outstanding
    
    
    70,857
    
    
    
    97,257
    
    
    
    77,241
    
    
    
    96,391Diluted earnings (loss) per share
    
    $
    0.49
    
    
    $
    0.22
    
    
    $
    0.73
    
    
    $
    (0.10
    )
 
  5




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Six Months EndedJune 30,2009
    
    
    2008OPERATING ACTIVITIES:Net income (loss)
    
    $
    56,768
    
    
    $
    (9,704
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    116,708
    
    
    
    119,485(Gain) loss on derivatives, net
    
    
    (24,280
    )
    
    
    1,886(Gain) loss on sale of cable systems, net
    
    
    (12,148
    )
    
    
    170Amortization of deferred financing costs
    
    
    2,684
    
    
    
    2,638Share-based compensation
    
    
    3,577
    
    
    
    2,486Deferred income taxes
    
    
    27,848
    
    
    
    29,139Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (5,732
    )
    
    
    1,698Prepaid expenses and other assets
    
    
    (6,916
    )
    
    
    535Accounts
payable and accrued expenses and other current liabilities
    
    
    6,578
    
    
    
    (15,757
    )Deferred revenue
    
    
    1,682
    
    
    
    2,352Other non-current liabilities
    
    
    577
    
    
    
    (1,627
    )Net cash flows provided by operating activities
    
    $
    167,346
    
    
    $
    133,301INVESTING ACTIVITIES:Capital expenditures
    
    
    (109,173
    )
    
    
    (134,731
    )Net cash flows used in investing activities
    
    $
    (109,173
    )
    
    $
    (134,731
    )FINANCING ACTIVITIES:New borrowings
    
    
    513,875
    
    
    
    566,000Repayment of debt
    
    
    (459,875
    )
    
    
    (532,282
    )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
    
    
    
    
    
    
    (11,426
    )Other financing activities  book overdrafts
    
    
    460
    
    
    
    23,250Net cash flows (used in) provided by financing activities
    
    $
    (56,510
    )
    
    $
    23,643Net increase in cash
    
    
    1,663
    
    
    
    22,213CASH, beginning of period
    
    
    67,111
    
    
    
    19,388CASH, end of period
    
    $
    68,774
    
    
    $
    41,601SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    102,156
    
    
    $
    107,177NON-CASH TRANSACTIONS  FINANCING:Repurchase of Class A common stock exchanged for assets held for sale (Note 11)
    
    $
    29,284
    
    
    $
    
 
  6




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##### Table of Contents



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
 10-K
 Reclassifications
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Fair
Value Measurements.
 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
  
    
    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.
  7




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##### Table of Contents



Fair Value as of June 30, 2009(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    3,536
    
    
    $
    
    
    
    $
    3,536LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    59,459
    
    
    $
    
    
    
    $
    59,459Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    55,923
    
    
    $
    
    
    
    $
    55,923
  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
 The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115.
 Business Combinations,
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133.
 Subsequent Events.
  8




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##### Table of Contents



Interim Disclosures
about Fair Value of Financial Instruments Disclosures about Fair Value of Financial Instruments , Interim
Financial Reporting
 3. EARNINGS (LOSS) PER SHARE
 Earnings per Share,
   4. PROPERTY, PLANT AND EQUIPMENT
  June 30,
    
    
    December 31,2009
    
    
    2008Cable systems, equipment and subscriber devices
    
    $
    3,141,694
    
    
    $
    3,059,325Vehicles
    
    
    75,685
    
    
    
    72,759Furniture, fixtures and office equipment
    
    
    62,376
    
    
    
    60,028Buildings and leasehold improvements
    
    
    42,370
    
    
    
    41,941Land and land improvements
    
    
    7,552
    
    
    
    7,553$
    3,329,677
    
    
    $
    3,241,606Accumulated depreciation
    
    
    (1,861,927
    )
    
    
    (1,765,319
    )Property, plant and equipment, net
    
    $
    1,467,750
    
    
    $
    1,476,287
 Change in Estimate Useful lives
  Useful lives (in years)From
    
    
    ToPlant and equipment
    
    
    12
    
    
    
    16Customer premise equipment
    
    
    5
    
    
    
    7
  9




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##### Table of Contents



5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  June 30,
    
    
    December 31,2009
    
    
    2008Accrued interest
    
    $
    44,096
    
    
    $
    45,265Liability under interest rate exchange agreements
    
    
    42,551
    
    
    
    45,208Accrued programming costs
    
    
    36,349
    
    
    
    37,848Accrued taxes and fees
    
    
    30,685
    
    
    
    31,198Accrued payroll and benefits
    
    
    29,233
    
    
    
    30,590Book overdrafts(1)
    
    
    17,282
    
    
    
    16,827Accrued service costs
    
    
    16,366
    
    
    
    14,320Accounts payable
    
    
    11,773
    
    
    
    464Subscriber advance payments
    
    
    11,262
    
    
    
    11,236Accrued property, plant and equipment
    
    
    10,902
    
    
    
    13,606Accrued telecommunications costs
    
    
    4,743
    
    
    
    5,058Other accrued expenses
    
    
    19,817
    
    
    
    16,954Accounts payable, accrued expenses and other current liabilities
    
    $
    275,059
    
    
    $
    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
  June 30,
    
    
    December 31,2009
    
    
    2008Bank credit facilities
    
    $
    2,245,000
    
    
    $
    2,191,00077/8% senior notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% senior notes due 2013
    
    
    500,000
    
    
    
    500,00081/2% senior notes due 2015
    
    
    500,000
    
    
    
    500,000$
    3,370,000
    
    
    $
    3,316,000Less: Current portion
    
    
    120,250
    
    
    
    124,500Total long-term debt
    
    $
    3,249,750
    
    
    $
    3,191,500
  10




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##### Table of Contents



Bank Credit Facilities
    Senior Notes
  Covenant Compliance and Debt Ratings
  Fair Value
  7 7/8% senior notes due 2011
    
    $
    123,1259 1/2% senior notes due 2013
    
    
    477,5008 1/2% senior notes due 2015
    
    
    449,375$
    1,050,000Credit facilities
    
    $
    2,125,497
 Interest Rate Swaps
    11




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##### Table of Contents



7. STOCKHOLDERS DEFICIT
 Stock Repurchase Plans
  Share-based Compensation
  Three Months EndedJune 30,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    632
    
    
    $
    381Employee stock purchase plan
    
    
    103
    
    
    
    72Restricted stock units
    
    
    1,098
    
    
    
    718Total share-based compensation expense
    
    $
    1,833
    
    
    $
    1,171
  Six Months EndedJune 30,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    1,157
    
    
    $
    825Employee stock purchase plan
    
    
    233
    
    
    
    145Restricted stock units
    
    
    2,187
    
    
    
    1,516Total share-based compensation expense
    
    $
    3,577
    
    
    $
    2,486
  12




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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
 Accounting for Income Taxes Interim Financial Reporting
  13




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##### Table of Contents



10. RELATED PARTY TRANSACTIONS
   11. REPURCHASE OF MEDIACOM CLASS A COMMON STOCK
      14




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##### Table of Contents



Six Months Ended
    
    
    Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2008Revenues
    
    $
    2,722
    
    
    $
    5,657
    
    
    $
    11,095Pre-tax net income
    
    $
    863
    
    
    $
    500
    
    
    $
    860
  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
 Goodwill and Other Intangible Assets,
     13. SUBSEQUENT EVENTS
   15




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
    Recent Developments
 Morris Transaction
   Revenues, Costs and Expenses
   16




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##### Table of Contents



Adjusted OIBDA
    17




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##### Table of Contents



Actual Results of Operations
 Three Months Ended June 30, 2009 compared to Three Months Ended June 30, 2008
  Three Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    364,495
    
    
    $
    349,501
    
    
    $
    14,994
    
    
    
    4.3
    %Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    153,887
    
    
    
    145,019
    
    
    
    8,868
    
    
    
    6.1
    %Selling, general and administrative expenses
    
    
    67,280
    
    
    
    68,005
    
    
    
    (725
    )
    
    
    (1.1
    %)Corporate expenses
    
    
    8,326
    
    
    
    7,504
    
    
    
    822
    
    
    
    11.0
    %Depreciation and amortization
    
    
    57,940
    
    
    
    59,641
    
    
    
    (1,701
    )
    
    
    (2.9
    %)Operating income
    
    
    77,062
    
    
    
    69,332
    
    
    
    7,730
    
    
    
    11.1
    %Interest expense, net
    
    
    (51,331
    )
    
    
    (54,035
    )
    
    
    2,704
    
    
    
    (5.0
    %)Gain on derivatives, net
    
    
    25,951
    
    
    
    22,187
    
    
    
    3,764
    
    
    
    17.0
    %Loss on sale of cable systems, net
    
    
    (410
    )
    
    
    
    
    
    
    (410
    )
    
    NMOther expense, net
    
    
    (2,361
    )
    
    
    (1,983
    )
    
    
    (378
    )
    
    
    19.1
    %Income before income taxes
    
    
    48,911
    
    
    
    35,501
    
    
    
    13,410
    
    
    
    37.8
    %Provision for income taxes
    
    
    (14,505
    )
    
    
    (14,569
    )
    
    
    64
    
    
    
    (0.4
    %)Net income
    
    $
    34,406
    
    
    $
    20,932
    
    
    $
    13,474
    
    
    
    64.4
    %Adjusted OIBDA
    
    $
    136,835
    
    
    $
    130,144
    
    
    $
    6,691
    
    
    
    5.1
    %
  Three Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    136,835
    
    
    $
    130,144
    
    
    $
    6,691
    
    
    
    5.1
    %Non-cash, share-based compensation
    
    
    (1,833
    )
    
    
    (1,171
    )
    
    
    (662
    )
    
    
    56.5
    %Depreciation and amortization
    
    
    (57,940
    )
    
    
    (59,641
    )
    
    
    1,701
    
    
    
    (2.9
    %)Operating income
    
    $
    77,062
    
    
    $
    69,332
    
    
    $
    7,730
    
    
    
    11.1
    %
  18




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##### Table of Contents



Revenues
  Three Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    233,622
    
    
    $
    231,144
    
    
    $
    2,478
    
    
    
    1.1
    %HSD
    
    
    88,182
    
    
    
    80,113
    
    
    
    8,069
    
    
    
    10.1
    %Phone
    
    
    28,020
    
    
    
    22,194
    
    
    
    5,826
    
    
    
    26.3
    %Advertising
    
    
    14,671
    
    
    
    16,050
    
    
    
    (1,379
    )
    
    
    (8.6
    %)Total revenues
    
    $
    364,495
    
    
    $
    349,501
    
    
    $
    14,994
    
    
    
    4.3
    %
 June 30,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,282,000
    
    
    
    1,321,000
    
    
    
    (39,000
    )
    
    
    (3.0
    %)Digital customers
    
    
    658,000
    
    
    
    599,000
    
    
    
    59,000
    
    
    
    9.8
    %HSD customers
    
    
    754,000
    
    
    
    702,000
    
    
    
    52,000
    
    
    
    7.4
    %Phone customers
    
    
    267,000
    
    
    
    222,000
    
    
    
    45,000
    
    
    
    20.3
    %RGUs (1)
    
    
    2,961,000
    
    
    
    2,844,000
    
    
    
    117,000
    
    
    
    4.1
    %Average total
monthly revenue per
basic subscriber
(2)
    
    $
    94.22
    
    
    $
    88.02
    
    
    $
    6.20
    
    
    
    7.0
    %
 (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.       19




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Gain on Derivatives, Net
  Loss on Sale of Cable Systems, Net
   20




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##### Table of Contents



Other Expense, Net
  Provision for Income Taxes
  Net Income
  Six Months Ended June 30, 2009 compared to Six Months Ended June 30, 2008
  Six Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    724,933
    
    
    $
    689,179
    
    
    $
    35,754
    
    
    
    5.2
    %Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    306,695
    
    
    
    285,562
    
    
    
    21,133
    
    
    
    7.4
    %Selling, general and administrative expenses
    
    
    133,364
    
    
    
    134,946
    
    
    
    (1,582
    )
    
    
    (1.2
    %)Corporate expenses
    
    
    16,533
    
    
    
    15,238
    
    
    
    1,295
    
    
    
    8.5
    %Depreciation and amortization
    
    
    116,708
    
    
    
    119,485
    
    
    
    (2,777
    )
    
    
    (2.3
    %)Operating income
    
    
    151,633
    
    
    
    133,948
    
    
    
    17,685
    
    
    
    13.2
    %Interest expense, net
    
    
    (100,252
    )
    
    
    (108,624
    )
    
    
    8,372
    
    
    
    (7.7
    %)Gain (loss) on derivatives, net
    
    
    24,280
    
    
    
    (1,886
    )
    
    
    26,166
    
    
    NMGain (loss) on sale of cable systems, net
    
    
    13,781
    
    
    
    (170
    )
    
    
    13,951
    
    
    NMOther expense, net
    
    
    (4,826
    )
    
    
    (3,833
    )
    
    
    (993
    )
    
    
    25.9
    %Income before income taxes
    
    
    84,616
    
    
    
    19,435
    
    
    
    65,181
    
    
    NMProvision for income taxes
    
    
    (27,848
    )
    
    
    (29,139
    )
    
    
    1,291
    
    
    
    (4.4
    %)Net income (loss)
    
    $
    56,768
    
    
    $
    (9,704
    )
    
    $
    66,472
    
    
    NMAdjusted OIBDA
    
    $
    271,918
    
    
    $
    255,919
    
    
    $
    15,999
    
    
    
    6.3
    %
  Six Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    271,918
    
    
    $
    255,919
    
    
    $
    15,999
    
    
    
    6.3
    %Non-cash, share-based compensation
    
    
    (3,577
    )
    
    
    (2,486
    )
    
    
    (1,091
    )
    
    
    43.9
    %Depreciation and amortization
    
    
    (116,708
    )
    
    
    (119,485
    )
    
    
    2,777
    
    
    
    (2.3
    %)Operating income
    
    $
    151,633
    
    
    $
    133,948
    
    
    $
    17,685
    
    
    
    13.2
    %
  21




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##### Table of Contents



Revenues
  Six Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    467,991
    
    
    $
    459,650
    
    
    $
    8,341
    
    
    
    1.8
    %HSD
    
    
    175,088
    
    
    
    157,015
    
    
    
    18,073
    
    
    
    11.5
    %Phone
    
    
    54,620
    
    
    
    41,739
    
    
    
    12,881
    
    
    
    30.9
    %Advertising
    
    
    27,234
    
    
    
    30,775
    
    
    
    (3,541
    )
    
    
    (11.5
    %)Total revenues
    
    $
    724,933
    
    
    $
    689,179
    
    
    $
    35,754
    
    
    
    5.2
    %
 June 30,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,282,000
    
    
    
    1,321,000
    
    
    
    (39,000
    )
    
    
    (3.0
    %)Digital customers
    
    
    658,000
    
    
    
    599,000
    
    
    
    59,000
    
    
    
    9.8
    %HSD customers
    
    
    754,000
    
    
    
    702,000
    
    
    
    52,000
    
    
    
    7.4
    %Phone customers
    
    
    267,000
    
    
    
    222,000
    
    
    
    45,000
    
    
    
    20.3
    %RGUs
    
    
    2,961,000
    
    
    
    2,844,000
    
    
    
    117,000
    
    
    
    4.1
    %Average total monthly revenue per basic subscriber
    
    $
    92.94
    
    
    $
    86.79
    
    
    $
    6.15
    
    
    
    7.1
    %
      Costs and Expenses
   22




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##### Table of Contents



Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Gain (Loss) on Derivatives, Net
  Gain (Loss) on Sale of Cable Systems, Net
  Other Expense, Net
   23




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##### Table of Contents



Provision for Income Taxes
  Net Income (Loss)
  Liquidity and Capital Resources
 Overview
   Recent Developments in the Credit Markets
   Operating Activities
    24




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##### Table of Contents



Investing Activities
  Financing Activities
   Bank Credit Facilities
    Senior Notes
  Covenant Compliance and Debt Ratings
    25




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##### Table of Contents



Interest Rate Swaps
      Contractual Obligations and Commercial Commitments
  Critical Accounting Policies
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
   26




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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
    27




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##### Table of Contents



PART II
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  
 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
  
 ITEM 5.
    
    OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Exhibit Description31.1
    
    Rule 13a-14(a) Certifications32.1
    
    Section 1350 Certifications
  28




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##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONAugust 7, 2009
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  29




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    Rule 13a-14(a) Certifications32.1
    
    Section 1350 Certifications
  30