Optimum Communications, Inc. (OPTU)
SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Communications > SIC 4841 Cable & Other Pay Television Services
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1702780. Latest filing source: 0001702780-26-000013.
Informational only - descriptive public-record data, not investment advice.
Business
Read OPTU's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read OPTU's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 8,590,467,000 | USD | 2025 | 2026-02-13 |
| Net income | -1,869,024,000 | USD | 2025 | 2026-02-13 |
| Assets | 30,703,838,000 | USD | 2025 | 2026-02-13 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001702780.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 6,017,212,000 | 9,306,950,000 | 9,566,608,000 | 9,760,859,000 | 9,894,642,000 | 10,090,849,000 | 9,647,659,000 | 9,237,064,000 | 8,954,417,000 | 8,590,467,000 |
| Net income | -832,030,000 | 1,493,177,000 | 18,833,000 | 138,936,000 | 436,183,000 | 990,311,000 | 194,563,000 | 53,198,000 | -102,918,000 | -1,869,024,000 |
| Operating income | 462,809,000 | 841,008,000 | 1,682,379,000 | 1,823,811,000 | 2,115,289,000 | 2,524,627,000 | 1,802,594,000 | 1,701,940,000 | 1,680,092,000 | -112,558,000 |
| Diluted EPS | -1.28 | 2.15 | 0.03 | 0.21 | 0.75 | 2.14 | 0.43 | 0.12 | -0.22 | -4.00 |
| Operating cash flow | 1,184,455,000 | 2,018,247,000 | 2,508,317,000 | 2,554,169,000 | 2,980,164,000 | 2,854,078,000 | 2,366,901,000 | 1,826,398,000 | 1,582,401,000 | 1,228,457,000 |
| Capital expenditures | 625,541,000 | 951,349,000 | 1,153,589,000 | 1,355,350,000 | 1,073,955,000 | 1,231,715,000 | 1,914,282,000 | 1,704,811,000 | 1,433,013,000 | 1,347,294,000 |
| Assets | 36,474,249,000 | 34,812,082,000 | 33,613,808,000 | 34,108,122,000 | 33,376,660,000 | 33,215,034,000 | 33,664,966,000 | 31,923,616,000 | 31,701,370,000 | 30,703,838,000 |
| Liabilities | 34,376,260,000 | 29,076,039,000 | 29,803,565,000 | 31,720,309,000 | 34,554,036,000 | 34,085,936,000 | 34,168,878,000 | 32,358,034,000 | 32,158,202,000 | 32,996,066,000 |
| Stockholders' equity | 2,029,555,000 | 5,503,214,000 | 3,670,941,000 | 2,269,964,000 | -1,141,030,000 | -819,788,000 | -475,211,000 | -422,180,000 | -469,235,000 | -2,314,156,000 |
| Cash and cash equivalents | 486,792,000 | 329,848,000 | 298,781,000 | 701,898,000 | 278,422,000 | 195,711,000 | 305,484,000 | 302,058,000 | 256,534,000 | 1,012,201,000 |
| Free cash flow | 558,914,000 | 1,066,898,000 | 1,354,728,000 | 1,198,819,000 | 1,906,209,000 | 1,622,363,000 | 452,619,000 | 121,587,000 | 149,388,000 | -118,837,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | -13.83% | 16.04% | 0.20% | 1.42% | 4.41% | 9.81% | 2.02% | 0.58% | -1.15% | -21.76% |
| Operating margin | 7.69% | 9.04% | 17.59% | 18.68% | 21.38% | 25.02% | 18.68% | 18.43% | 18.76% | -1.31% |
| Return on assets | -2.28% | 4.29% | 0.06% | 0.41% | 1.31% | 2.98% | 0.58% | 0.17% | -0.32% | -6.09% |
| Current ratio | 0.46 | 0.36 | 0.45 | 0.70 | 0.32 | 0.29 | 0.64 | 0.36 | 0.32 | 0.80 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001702780-26-000013; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001702780-26-000013; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001702780-26-000013; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001702780-26-000013; filed 2026-02-13. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001702780.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2018-Q2 | 2018-06-30 | 2,364,153,000 | -97,855,000 | reported discrete quarter | |
| 2018-Q3 | 2018-09-30 | 2,417,801,000 | 32,553,000 | 0.04 | reported discrete quarter |
| 2018-Q4 | 2018-12-31 | 2,454,940,000 | 213,086,000 | derived Q4 = FY annual - nine-month YTD | |
| 2019-Q1 | 2019-03-31 | 2,396,567,000 | -24,999,000 | reported discrete quarter | |
| 2019-Q2 | 2019-03-31 | -24,999,000 | reported discrete quarter | ||
| 2019-Q2 | 2019-06-30 | 2,451,081,000 | 0.13 | reported discrete quarter | |
| 2019-Q3 | 2019-06-30 | 86,367,000 | reported discrete quarter | ||
| 2019-Q3 | 2019-09-30 | 2,438,662,000 | 0.12 | reported discrete quarter | |
| 2019-Q4 | 2019-12-31 | 2,474,549,000 | 329,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 2,152,282,000 | -75,676,000 | -0.16 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | -75,676,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-30 | 2,147,203,000 | -0.21 | reported discrete quarter | |
| 2025-Q3 | 2025-06-30 | -96,251,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-30 | 2,108,110,000 | -3.47 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 2,182,872,000 | -71,198,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 2,065,368,000 | -2,884,071,000 | -6.10 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001702780-26-000035; filed 2026-05-07. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001702780-26-000035; filed 2026-05-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001702780-26-000035; filed 2026-05-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001702780-26-000035.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-Q contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-Q there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video, and telephony customers from existing competitors (such as broadband communications companies, direct broadcast satellite providers, wireless data and telephony providers and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel fiber-to-the-home ("FTTH") network;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market and availability of capital to refinance or repay future debt obligations, and our ability to adequately address the substantial doubt as to our ability to continue as a going concern;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition, and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses, and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
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•disruptions to our networks, infrastructure, and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks, and similar events;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•the outcome of litigation, government investigations and other proceedings; and
•other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 13, 2026 (the "Annual Report").
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Quarterly Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Quarterly Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Quarterly Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
Overview
Our Business
We principally provide broadband communications and video services in the United States and market our services under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately 4.3 million residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich hybrid-fiber coaxial ("HFC") broadband network and a FTTH network with approximately 10.0 million total passings as of March 31, 2026. Additionally, we offer news programming and advertising services.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business–Competition" included in our Annual Report and the cautionary statement regarding forward-looking statements included in this Quarterly Report.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony and mobile services. We also derive revenue from digital video recorder, video-on-demand ("VOD"), pay-per-view, installation and home shopping commissions. Our residential broadband, video, telephony and mobile services accounted for approximately 41%, 29%, 3%, and 2%, respectively, of our consolidated revenue for the three months ended March 31, 2026. We also derive revenue from the sale of a wide and growing variety of products and services
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to both large enterprise and small and medium-sized business ("SMB") customers, including broadband, telephony, networking, video, and mobile services. For the three months ended March 31, 2026, 18% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 6% of our consolidated revenue for the three months ended March 31, 2026. Our other revenue (which primarily consists of mobile equipment revenue) for the three months ended March 31, 2026 accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, acquisitions/dispositions and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-based connectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Our competitors include Verizon Communications Inc., AT&T Inc., T-Mobile US, Inc., Charter Communications, Inc., Comcast Corporation, and emerging satellite-based broadband providers, as well as DirecTV, DISH Network (a wholly-owned subsidiary of EchoStar Corporation), Lumen Technologies, Inc.'s consumer brands, including CenturyLink and Quantum Fiber, and other providers. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business–Competition" included in our Annual Report.
Our programming costs, which are the most significant component of our operating expenses, are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. We expect contractual rates to increase in the future. See "Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
Historically, we have made substantial investments in our network and the development of
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
This Annual Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-K there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans," and similar words and terms used in the discussion of future operating results, future financial performance, and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video, and telephony customers from existing competitors (such as broadband communications companies, DBS providers, wireless data and telephony providers and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel FTTH network;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market and availability of capital to refinance or repay future debt obligations;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition, and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses, and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
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•disruptions to our networks, infrastructure, and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks, and similar events;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•the outcome of litigation, government investigations and other proceedings; and
•other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Annual Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Annual Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
Organization of Information
Management’s Discussion and Analysis provides a narrative on our financial performance and condition that should be read in conjunction with the accompanying financial statements and accompanying notes thereto. It includes the following sections:
•Our Business
•Key Factors Impacting Operating Results and Financial Condition
•Consolidated Results of Operations
•Non-GAAP Financial Measures
•Reconciliation of CSC Holdings Results of Operations to Optimum Communications' Results of Operations
•CSC Holdings Restricted Group Financial Information
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
In this Item 7, we discuss the results of operations for the years ended December 31, 2025 and 2024 and comparisons of the 2025 results to the 2024 results. Discussions of the results of operations for the year ended December 31, 2024 and comparisons of the 2024 results to the 2023 results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 as filed on February 13, 2025.
Our Business
We principally provide broadband communications and video services in the United States and market our services under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately 4.3 million
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residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich HFC broadband network and a FTTH network with approximately 10.0 million total passings as of December 31, 2025. Additionally, we offer news programming and advertising services.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business—Competition" included herein.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony, and mobile services. Our residential broadband, video, telephony, and mobile services accounted for approximately 41%, 30%, 3%, and 2% respectively, of our consolidated revenue for the year ended December 31, 2025. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and SMB customers, including broadband, telephony, networking, video, and mobile services. For the year ended December 31, 2025, 17% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 5% of our consolidated revenue for the year ended December 31, 2025. Our other revenue for the year ended December 31, 2025, primarily includes mobile equipment revenue, accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, acquisitions/dispositions and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-based connectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Our competitors include Verizon Communications Inc. (including former Frontier Communications Parent, Inc. operations), AT&T Inc., T-Mobile US, Inc., Charter Communications, Inc., Comcast Corporation, and emerging satellite-based broadband providers, as well as DirecTV, DISH Network (a wholly-owned subsidiary of EchoStar Corporation), Lumen Technologies, Inc.'s consumer brands, including CenturyLink and Quantum Fiber, and other providers. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business—Competition" included herein.
Our programming costs, which are the most significant component of our operating expenses, are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. We expect contractual rates to increase in the future. See "—Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we expect to do so in the future. Our ongoing FTTH network build has enabled us to deliver multi-gig broadband speeds to FTTH customers in order to meet the growing data needs of residential and business customers. Additionally, we are investing in our HFC network which includes a multi-gig network upgrade plan through targeted mid-split upgrades. Finally, we offer a full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptions, or encounter other challenges to executing them as planned. See "—Liquidity and Capital Resources—Capital Expenditures" for additional information regarding our capital expenditures.
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Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA below.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities.
We believe Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss) and other measures of performance presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
We also use Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures) as a liquidity measure. We believe this measure is useful to investors in evaluating our ability to service our debt and make continuing investments with internally generated funds, although it may not be directly comparable to similar measures reported by other companies.
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Results of Operations - Optimum Communications
| Years Ended December 31, | Favorable (Unfavorable) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| Revenue: | ||||||||||
| Broadband | $ | 3,542,230 | $ | 3,645,460 | $ | (103,230) | ||||
| Video | 2,590,790 | 2,896,600 | (305,810) | |||||||
| Telephony | 253,677 | 277,938 | (24,261) | |||||||
| Mobile | 164,568 | 117,084 | 47,484 | |||||||
| Residential revenue | 6,551,265 | 6,937,082 | (385,817) | |||||||
| Business services and wholesale | 1,489,061 | 1,471,764 | 17,297 | |||||||
| News and advertising | 471,800 | 486,172 | (14,372) | |||||||
| Other | 78,341 | 59,399 | 18,942 | |||||||
| Total revenue | 8,590,467 | 8,954,417 | (363,950) | |||||||
| Operating expenses: | ||||||||||
| Programming and other direct costs | 2,637,181 | 2,896,570 | 259,389 | |||||||
| Other operating expenses | 2,681,740 | 2,711,828 | 30,088 | |||||||
| Restructuring, impairments and other operating items | 1,687,130 | 23,696 | (1,663,434) | |||||||
| Depreciation and amortization | 1,696,974 | 1,642,231 | (54,743) | |||||||
| Operating income | (112,558) | 1,680,092 | (1,792,650) | |||||||
| Other income (expense): | ||||||||||
| Interest expense, net | (1,791,462) | (1,763,166) | (28,296) | |||||||
| Gain on investments and sale of affiliate interests | 5 | 670 | (665) | |||||||
| Gain on interest rate swap contracts, net | 613 | 18,632 | (18,019) | |||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | (23,502) | (12,901) | (10,601) | |||||||
| Other expense, net | (3,051) | (5,675) | 2,624 | |||||||
| Loss before income taxes | (1,929,955) | (82,348) | (1,847,607) | |||||||
| Income tax benefit | 96,908 | 4,071 | 92,837 | |||||||
| Net loss | (1,833,047) | (78,277) | (1,754,770) | |||||||
| Net income attributable to noncontrolling interests | (35,977) | (24,641) | (11,336) | |||||||
| Net loss attributable to Optimum Communications stockholders | $ | (1,869,024) | $ | (102,918) | $ | (1,766,106) |
The following is a reconciliation of net loss to Adjusted EBITDA (unaudited):
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net loss | $ | (1,833,047) | $ | (78,277) | ||
| Income tax benefit | (96,908) | (4,071) | ||||
| Other expense, net | 3,051 | 5,675 | ||||
| Gain on interest rate swap contracts, net | (613) | (18,632) | ||||
| Gain on investments and sale of affiliate interests | (5) | (670) | ||||
| Loss on extinguishment of debt and write-off of deferred financing costs | 23,502 | 12,901 | ||||
| Interest expense, net | 1,791,462 | 1,763,166 | ||||
| Depreciation and amortization | 1,696,974 | 1,642,231 | ||||
| Restructuring, impairments and other operating items | 1,687,130 | 23,696 | ||||
| Share-based compensation | 64,087 | 67,162 | ||||
| Adjusted EBITDA | $ | 3,335,633 | $ | 3,413,181 |
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The following is a reconciliation of net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net cash flows from operating activities | $ | 1,228,457 | $ | 1,582,401 | ||
| Less: Capital expenditures (cash) | 1,347,294 | 1,433,013 | ||||
| Free Cash Flow (Deficit) | $ | (118,837) | $ | 149,388 |
The following table sets forth certain customer metrics (unaudited):
| December 31, | Increase (Decrease) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| (in thousands) | ||||||||||
| Total passings (a) | 10,008.2 | 9,830.8 | 177.3 | |||||||
| Total customer relationships (b) | 4,333.6 | 4,550.3 | (216.6) | |||||||
| Residential | 3,963.8 | 4,173.7 | (209.9) | |||||||
| SMB | 369.9 | 376.6 | (6.7) | |||||||
| Residential customers: | ||||||||||
| Broadband | 3,811.4 | 3,999.9 | (188.4) | |||||||
| Video | 1,628.4 | 1,880.1 | (251.7) | |||||||
| Telephony | 1,041.6 | 1,269.2 | (227.7) | |||||||
| Penetration of total passings (c) | 43.3 | % | 46.3 | % | (3.0) | % | ||||
| Average revenue per user ("ARPU") (d) | $ | 134.49 | $ | 133.95 | $ | 0.54 | ||||
| SMB customers: | ||||||||||
| Broadband | 342.0 | 346.1 | (4.1) | |||||||
| Video | 72.6 | 81.0 | (8.5) | |||||||
| Telephony | 182.5 | 194.5 | (12.0) | |||||||
| Total mobile lines (e) | 622.5 | 459.6 | 162.9 | |||||||
| FTTH total passings (f) | 3,096.0 | 2,961.8 | 134.2 | |||||||
| FTTH customer relationships (g) | 715.9 | 538.2 | 177.8 | |||||||
| FTTH Residential | 694.8 | 523.4 | 171.3 | |||||||
| FTTH SMB | 21.2 | 14.7 | 6.4 | |||||||
| Penetration of FTTH total passings (h) | 23.1 | % | 18.2 | % | 5.0 | % |
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(a)Represents the estimated number of single residence homes, apartments, and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network. Broadband services were not available to approximately 26 thousand passings and telephony services were not available to approximately 460 thousand passings.
(b)Represents number of households/businesses that receive at least one of our fixed-line services. Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our HFC and FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel. Total customer relationships exclude mobile-only customer relationships.
(c)Represents the number of total customer relationships divided by total passings.
(d)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video, telephony, and mobile services to residential customers by the average number of total residential customers for the same period (excluding mobile-only customer relationships).
(e)Mobile lines represent the number of residential and business customers’ wireless connections, which include mobile phone handsets, and other mobile wireless connected devices. An individual customer relationship may have multiple mobile lines. The 2025 and 2024 ending lines include approximately 17.6 thousand and 4.4 thousand lines related to business customers, respectively. The service revenue related to these business customers is reflected in business services and wholesale in the table above.
(f)Represents the estimated number of single residence homes, apartments, and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
(g)Represents number of households/businesses that receive at least one of our fixed-line services on our FTTH network. FTTH customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel.
(h)Represents the number of total FTTH customer relationships divided by FTTH total passings.
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Comparison of Results for the Year Ended December 31, 2025 to Results for the Year Ended December 31, 2024
Broadband Revenue
Broadband revenue for the years ended December 31, 2025 and 2024 was $3,542,230 and $3,645,460, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $103,230 (3%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due primarily to decreases in broadband customers, partially offset by higher average recurring broadband revenue per broadband subscriber, primarily driven by certain rate increases.
Video Revenue
Video revenue for the years ended December 31, 2025 and 2024 was $2,590,790 and $2,896,600, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $305,810 (11%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due primarily to a decline in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases. In addition, customer credits attributable to the temporary interruption of certain video programming also contributed to the year-over-year decline.
Telephony Revenue
Telephony revenue for the years ended December 31, 2025 and 2024 was $253,677 and $277,938, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Telephony revenue decreased $24,261 (9%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due to a decline in telephony customers, partially offset by higher average recurring telephony revenue per telephony customer.
Mobile Service Revenue
Mobile service revenue for the years ended December 31, 2025 and 2024 was $164,568 and $117,084, respectively. The increase of $47,484 (41%) was primarily due to an increase in mobile lines, as well as an increase in certain fees during the year ended December 31, 2025.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the years ended December 31, 2025 and 2024 was $1,489,061 and $1,471,764, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video, telephony, and mobile services to SMB customers.
Business services and wholesale revenue increased $17,297 (1%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to increases in ethernet and indefeasible right of use revenue from our Lightpath business, partially offset by a decrease in wholesale revenue and a decrease in SMB customers.
News and Advertising Revenue
News and advertising revenue for the years ended December 31, 2025 and 2024 was $471,800 and $486,172, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), (ii) digital advertising, (iii) data analytics, and (iv) affiliation fees for news programming.
News and advertising revenue decreased $14,372 (3%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily due to a decrease in political advertising revenue, partially offset by an increase in revenue associated with an acquisition in the third quarter of 2024.
Other Revenue
Other revenue for the years ended December 31, 2025 and 2024 was $78,341 and $59,399, respectively. Other revenue includes revenue from sales of mobile equipment and other miscellaneous revenue streams.
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Other revenue increased $18,942 (32%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to higher mobile equipment sales during 2025 as compared to 2024.
Programming and Other Direct Costs
Programming and other direct costs for the years ended December 31, 2025 and 2024 amounted to $2,637,181 and $2,896,570, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
The decrease of $259,389 (9%) for the year ended December 31, 2025, as compared to the prior year was primarily attributable to the following:
| Decrease in programming costs primarily due to lower video customers, partially offset by net contractual rate increases. The year to date amount includes the decrease in costs related to the temporary interruption of certain video programming during the first quarter of 2025 | $ | (332,051) |
|---|---|---|
| Increase in call completion and transport costs primarily due to level of activity and the impact of minimum guarantees | 39,254 | |
| Increase in cost of goods sold primarily from our mobile business | 27,224 | |
| Increase in taxes and surcharges due primarily to refunds recognized in 2024 period | 3,404 | |
| Other net increases | 2,780 | |
| $ | (259,389) |
Programming costs
Programming costs aggregated $1,919,265 and $2,251,316 for the years ended December 31, 2025 and 2024, respectively. Our programming costs in 2025 continued to be impacted by changes in the number of video customers and by changes in programming rates, the latter of which we expect will increase.
Other Operating Expenses
Other operating expenses for the years ended December 31, 2025 and 2024 amounted to $2,681,740 and $2,711,828, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits, and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of capitalizable activities, maintenance activities and the utilization of contractors as compared to employees. Costs associated with the initial deployment of new customer premise equipment necessary to provide services are capitalized. The costs of redeployment of customer premise equipment are expensed as incurred.
Other operating expenses also include costs related to our call center operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
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The decrease in other operating expenses of $30,088 (1%) for the year ended December 31, 2025 as compared to the prior year was attributable to the following:
| Net increase in labor related costs and benefits, partially offset by lower truck rolls and an increase in capitalizable activity | $ | 25,611 |
|---|---|---|
| Increase in repairs and maintenance costs (including software maintenance and data processing) | 12,095 | |
| Decrease in bad debt expense | (18,769) | |
| Decrease in certain managed service costs primarily due to a credit received during the second quarter of 2025 | (17,683) | |
| Decrease in expense due to business interruption insurance reimbursement related to storms | (17,331) | |
| Decrease in marketing expenses, partially offset by costs related to the temporary interruption of certain video programming in 2025 | (11,540) | |
| Other net decreases | (2,471) | |
| $ | (30,088) |
Restructuring, Impairments and Other Operating Items
Restructuring, impairments and other operating items for the year ended December 31, 2025 amounted to $1,687,130, as compared to $23,696 for the year ended December 31, 2024 and comprised the following:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Impairment charge (a) | $ | 1,611,308 | $ | — | ||
| Contractual payments for terminated employees (b) | 85,123 | 19,400 | ||||
| Gain on disposal of assets (c) | (55,114) | — | ||||
| Transaction costs related to certain transactions not related to our operations | 35,048 | 10,780 | ||||
| Litigation settlement expense, net of reimbursements (d) | 3,000 | (59,750) | ||||
| Impairment of right-of-use operating lease assets | 5,341 | 5,558 | ||||
| Contract termination costs (e) | 2,058 | 41,924 | ||||
| Facility realignment costs and other | 366 | 5,784 | ||||
| Restructuring, impairments and other operating items | $ | 1,687,130 | $ | 23,696 |
(a)We recorded an impairment charge related to our indefinite-lived cable franchise rights in 2025. See Note 10 for additional information.
(b)Includes costs related to our workforce management initiatives, including costs related to a voluntary retirement program.
(c)In July 2025, we completed the sale of certain tower assets for $59,908 and recorded a gain of $55,114. In connection with the sale, we entered into a master license agreement with the buyer pursuant to which we maintain access to space on certain of those towers for an initial term of five years.
(d)2024 amount includes a credit resulting from the waiver of a payment obligation in June 2024 related to a patent infringement settlement agreement reached in the fourth quarter of 2022 (of which $65,000 of the settlement was paid in 2022) and a credit resulting from the indemnification from a supplier related to this matter. Offsetting these credits was an expense, net of insurance recoveries, in connection with the settlement of other significant litigation.
(e)Represent costs to early terminate contracts with vendors.
We may incur additional contractual payments for terminated employee related costs and facility realignment costs in the future as we continue to analyze our organizational structure.
Depreciation and Amortization
Depreciation and amortization for the years ended December 31, 2025 and 2024 amounted to $1,696,974 and $1,642,231, respectively.
The increase in depreciation and amortization of $54,743 for the year ended December 31, 2025 as compared to 2024 was due to increased depreciation related to asset additions in 2025 and 2024, partially offset by decreased expense related to assets that had become fully depreciated. In addition, the increase included certain losses related to the disposal of plant and equipment and accelerated depreciation.
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Adjusted EBITDA
Adjusted EBITDA amounted to $3,335,633 and $3,413,181 for the years ended December 31, 2025 and 2024, respectively.
Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA above.
The decrease in Adjusted EBITDA for the year ended December 31, 2025 as compared to the prior year was due to the decrease in revenue, partially offset by a net decrease in operating expenses during 2025 (excluding depreciation and amortization, share-based compensation, restructuring, impairments and other operating items), as discussed above.
Free Cash Flow (Deficit)
Free Cash Flow was $(118,837) and $149,388 for the years ended December 31, 2025 and 2024, respectively. The decrease in Free Cash Flow in 2025 as compared to 2024 was due to a decrease in net cash provided by operating activities, partially offset by a decrease in capital expenditures.
Interest Expense, Net
Interest expense, net was $1,791,462 and $1,763,166 for the years ended December 31, 2025 and 2024, respectively. The increase of $28,296 (2%) for the year ended December 31, 2025 as compared to the prior year was attributable to the following:
| Increase primarily due to changes in debt balances (primarily from the issuance of our receivables facility loan in July 2025), partially offset by changes in interest rates | $ | 32,888 |
|---|---|---|
| Lower capitalized interest related to FTTH network construction | 2,720 | |
| Decrease related to higher interest income | (14,161) | |
| Other net increases, primarily amortization of deferred financing costs and original issue discounts from the issuance of our receivables facility loan in July 2025 and the Initial UnSub Group Credit Facility Loan | 6,849 | |
| $ | 28,296 |
Gain on Interest Rate Swap Contracts, Net
Gain on interest rate swap contracts, net amounted to $613 and $18,632 for the years ended December 31, 2025 and 2024, respectively. These amounts primarily represent the change in the fair value of our interest rate swap contracts. Our swap contracts are not designated as hedges for accounting purposes. The gain for the year ended December 31, 2024 is net of a $52,943 loss related to the early termination of the CSC Holdings interest rate swap agreements with an aggregate notional value of $3,000,000.
Loss on Extinguishment of Debt and Write-off of Deferred Financing Costs
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $23,502 and $12,901 for the years ended December 31, 2025 and 2024, respectively.
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The following table provides a summary of the loss on extinguishment of debt and the write-off of deferred financing costs recorded by us:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Incremental borrowing on Lightpath's Term Loan Facility | $ | — | $ | (5,866) | ||
| Repayment of CSC Holdings Term Loan B and Incremental Term Loan B-3 | — | (2,598) | ||||
| Redemption of 5.250% Senior Notes and 5.250% Series B Senior Notes due June 2024 | — | (4,437) | ||||
| Repayment of CSC Holdings Term Loan B-6 | (21,809) | — | ||||
| Early termination of certain finance leases | (1,693) | — | ||||
| $ | (23,502) | $ | (12,901) |
Other Expense, Net
Other expense, net amounted to $3,051 and $5,675 for the years ended December 31, 2025 and 2024, respectively. These amounts include the non-service cost components of our pension plans.
Income Tax Benefit
We recorded an income tax benefit of $96,908 for the year ended December 31, 2025, resulting in an effective tax rate of 5.0% and an income tax benefit of $4,071 for the year ended December 31, 2024, resulting in an effective tax rate of 4.9% (See Note 14).
The effective tax rate in 2025 includes the nondeductibility of the impairment of our indefinite-lived cable franchises, the impact of tax deficiencies on share-based compensation, and the increase in our uncertain tax positions reserve.
Our effective tax rate in 2024 includes the impact of tax deficiencies on share-based compensation and the increase in our uncertain tax positions reserve.
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CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Optimum Communications, except for the following:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2025 | 2024 | |||||
| (in thousands) | ||||||
| Net loss attributable to Optimum Communications stockholders | $ | (1,869,024) | $ | (102,918) | ||
| Adjustments to reconcile to net loss attributable to CSC Holdings' sole member: | ||||||
| Income tax benefit | 3,267 | 4,201 | ||||
| Interest expense, net | (5,546) | (1,530) | ||||
| Other operating expenses | (10,053) | (1,814) | ||||
| Net loss attributable to CSC Holdings' sole member | $ | (1,881,356) | $ | (102,061) |
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2025 | 2024 | |||||
| (in thousands) | ||||||
| Optimum Communications Adjusted EBITDA | $ | 3,335,633 | $ | 3,413,181 | ||
| Adjustments to reconcile to CSC Holdings' Adjusted EBITDA: | ||||||
| Other operating expenses | (10,053) | (1,814) | ||||
| CSC Holdings Adjusted EBITDA | $ | 3,325,580 | $ | 3,411,367 |
Refer to Optimum Communications' Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of CSC Holdings' net income (loss) to Adjusted EBITDA (unaudited):
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2025 | 2024 | |||||
| Net loss | $ | (1,845,379) | $ | (77,420) | ||
| Income tax benefit | (100,175) | (8,272) | ||||
| Other expense, net | 3,051 | 5,675 | ||||
| Gain on interest rate swap contracts, net | (613) | (18,632) | ||||
| Gain on investments and sale of affiliate interests, net | (5) | (670) | ||||
| Loss on extinguishment of debt and write-off of deferred financing costs | 23,502 | 12,901 | ||||
| Interest expense, net | 1,797,008 | 1,764,696 | ||||
| Depreciation and amortization | 1,696,974 | 1,642,231 | ||||
| Restructuring, impairments and other operating items | 1,687,130 | 23,696 | ||||
| Share-based compensation | 64,087 | 67,162 | ||||
| Adjusted EBITDA | $ | 3,325,580 | $ | 3,411,367 |
Refer to Optimum Communications' Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
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The following is a reconciliation of CSC Holdings' net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2025 | 2024 | |||||
| Net cash flows from operating activities | $ | 1,234,127 | $ | 1,481,774 | ||
| Less: Capital expenditures (cash) | (1,347,294) | (1,433,013) | ||||
| Free Cash Flow (Deficit) | $ | (113,167) | $ | 48,761 |
The differences in Adjusted EBITDA and Free Cash Flow (Deficit) between CSC Holdings and Optimum Communications relate to the transfer of certain workers' compensation, general and automobile liability liabilities to the Captive during 2024. See Note 16.
CSC HOLDINGS RESTRICTED GROUP
For financing purposes, CSC Holdings is structured as a "Restricted Group" and an "Unrestricted Group." The Restricted Group was historically comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries. These Restricted Group subsidiaries are subject to the covenants and restrictions of the CSC Holdings' Credit Facility and the indentures governing the notes issued by CSC Holdings. The Unrestricted Group includes certain designated subsidiaries and investments (the "Unrestricted Group") which are not subject to such covenants.
In July 2025, Cablevision Funding LLC ("Cablevision Funding"), an indirect wholly-owned subsidiary of CSC Holdings, entered into a Receivables Facility Loan and Security Agreement, by and among Cablevision Funding, the guarantors party thereto, and certain lenders and agents. In connection with this financing, certain subsidiaries of CSC Holdings that constitute substantially all of CSC Holdings’ operations in the Bronx and Brooklyn service area and network assets located in that area were declared as unrestricted subsidiaries (the “July Designation”).
In November 2025, we entered into an amendment to the CSC Holdings' Credit Facility. In connection with this amendment, we changed the composition of the Restricted Group by designating certain additional subsidiaries of CSC Holdings as unrestricted subsidiaries (the “November Designation”). This shift was intended to provide us with greater operational and financial flexibility.
The financial information set forth below reflects the financial condition and results of operations of CSC Holdings' restricted subsidiaries, presented separately from the financial condition and results of operations of CSC Holdings' unrestricted subsidiaries. To provide a meaningful comparison of the current composition of the Restricted Group, the financial information as of and for the years ended December 31, 2025 and 2024 is presented on a pro forma basis as if the July Designation and the November Designation had, in each case, occurred on January 1, 2024.
The financial information of CSC Holdings' restricted subsidiaries and unrestricted subsidiaries may not necessarily be indicative of the financial condition or results of operations that would have been achieved had such restricted subsidiaries and such unrestricted subsidiaries operated as independent, stand-alone entities during the periods presented.
Presented below is financial information that reflects a reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2025 and 2024.
| Year Ended December 31, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Group | Unrestricted Group | Eliminations | CSC Holdings | |||||||||||
| Net income (loss) | $ | (2,571,513) | $ | 731,086 | $ | (4,952) | $ | (1,845,379) | ||||||
| Income tax expense (benefit) | (368,672) | 268,497 | — | (100,175) | ||||||||||
| Other expense, net | 1,654,784 | 163,207 | 4,952 | 1,822,943 | ||||||||||
| Depreciation and amortization | 637,056 | 1,059,918 | — | 1,696,974 | ||||||||||
| Restructuring, impairments and other operating items | 1,620,740 | 66,390 | — | 1,687,130 | ||||||||||
| Share-based compensation | 24,346 | 39,741 | — | 64,087 | ||||||||||
| Adjusted EBITDA | $ | 996,741 | $ | 2,328,839 | $ | — | $ | 3,325,580 |
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| Year Ended December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Group | Unrestricted Group | Eliminations | CSC Holdings | |||||||||||
| Net income (loss) | $ | (975,045) | $ | 900,546 | $ | (2,921) | $ | (77,420) | ||||||
| Income tax expense (benefit) | (269,117) | 260,845 | — | (8,272) | ||||||||||
| Other expense, net | 1,666,602 | 94,447 | 2,921 | 1,763,970 | ||||||||||
| Depreciation and amortization | 576,534 | 1,065,697 | — | 1,642,231 | ||||||||||
| Restructuring, impairments and other operating items | 26,380 | (2,684) | — | 23,696 | ||||||||||
| Share-based compensation | 24,376 | 42,786 | — | 67,162 | ||||||||||
| Adjusted EBITDA | $ | 1,049,730 | $ | 2,361,637 | $ | — | $ | 3,411,367 |
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LIQUIDITY AND CAPITAL RESOURCES
Optimum Communications has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities, and syndicated term loans. We calculate net leverage ratios for our CSC Holdings Restricted Group and Lightpath debt silos as net debt to L2QA EBITDA (Adjusted EBITDA for the two most recent consecutive fiscal quarters multiplied by 2.0).
We expect to utilize Free Cash Flow and availability under the CSC Holdings revolving credit facility, as well as future refinancing transactions, to further extend the maturities of, or reduce the principal on, our debt obligations. The timing and terms of any refinancing transactions will be subject to, among other factors, market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from other borrowings to repay the outstanding debt through open market purchases, privately negotiated purchases, tender offers, exchange offers or redemptions, or engage in similar transactions.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings revolving credit facility will provide adequate funds to support our current operating plan, make planned capital expenditures and fulfill our debt service requirements for the next twelve months. However, our ability to fund our operations, make planned capital expenditures, make scheduled payments on our indebtedness and repay our indebtedness depends on our future operating performance and cash flows and our ability to access the capital markets, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe amounts available under the CSC Holdings revolving credit facility will be available when, and if, needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions beyond our control. The obligations of the financial institutions under the revolving credit facilities are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
In the longer term, we may not be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we could be dependent upon our continued access to the capital and credit markets to issue additional debt or equity or refinance existing debt obligations. We intend to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business, financial condition, liquidity, and results of operations. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing discretionary uses of cash.
As of December 31, 2025, we had approximately $7.4 billion of long-term debt maturing in 2027. Our ability to repay this debt in 2027 will be dependent on our ability to successfully refinance the debt or raise additional capital. While management is pursuing refinancing this debt and raising additional capital, there is no assurance these efforts will be successful. A failure to secure committed sources of funding to refinance this debt by April 2026 may raise substantial doubt about our ability to continue as a going concern in the future. See “Risk Factors—Risk Factors Relating to Our Business and Our Indebtedness” for additional information on risks related to our indebtedness.
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Debt Outstanding
The following tables summarize the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of December 31, 2025, as well as interest expense for the year ended December 31, 2025.
| CSC Holdings Restricted Group | NYC ABS | UnSub Group | Lightpath | Optimum Communications/CSC Holdings | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt outstanding (a): | ||||||||||||||||||||
| Credit facility debt | $ | 4,946,401 | $ | — | $ | 1,898,893 | $ | 667,201 | $ | 7,512,495 | ||||||||||
| Senior guaranteed notes | 10,681,252 | — | — | — | 10,681,252 | |||||||||||||||
| Senior secured notes | — | — | — | 447,320 | 447,320 | |||||||||||||||
| Senior notes | 6,166,925 | — | — | 411,428 | 6,578,353 | |||||||||||||||
| Subtotal | 21,794,578 | — | 1,898,893 | 1,525,949 | 25,219,420 | |||||||||||||||
| Receivables Facility Loan | — | 881,175 | — | — | 881,175 | |||||||||||||||
| Finance lease obligations | 105,619 | — | — | — | 105,619 | |||||||||||||||
| Total debt | $ | 21,900,197 | $ | 881,175 | $ | 1,898,893 | $ | 1,525,949 | $ | 26,206,214 | ||||||||||
| Interest expense (a): | ||||||||||||||||||||
| Credit facility debt, senior notes, receivables facility loan and finance leases | $ | 1,649,747 | $ | 48,783 | $ | 21,400 | $ | 95,716 | $ | 1,815,646 |
(a)Excludes principal balance of notes payable to affiliate reflected on CSC Holdings balance sheet and the related interest expense which are eliminated in the Optimum Communications consolidated financial statements. See Note 16.
The amounts in the table above do not include the effects of the January 2026 debt transactions discussed in Note 11.
See Note 11 to our consolidated financial statements for further information regarding our outstanding debt.
Payment Obligations Related to Debt
As of December 31, 2025, total amounts payable in connection with our outstanding debt obligations, including related interest, but excluding finance lease obligations and the impact of our interest swap agreements, are as follows (see Note 9 to our consolidated financial statements for information regarding our finance lease obligations):
| CSC Holdings Restricted Group | NYC ABS (a) | UnSub Group | Lightpath | Optimum Communications/CSC Holdings | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | $ | 1,476,574 | $ | 87,516 | $ | 182,500 | $ | 93,148 | $ | 1,839,738 | ||||||||||
| 2027 | 7,433,805 | 105,250 | 181,500 | 1,204,055 | 8,924,610 | |||||||||||||||
| 2028 | 3,939,143 | 152,219 | 2,166,500 | 438,344 | 6,696,206 | |||||||||||||||
| 2029 | 4,385,844 | 128,559 | — | — | 4,514,403 | |||||||||||||||
| 2030 | 6,018,844 | 124,060 | — | — | 6,142,904 | |||||||||||||||
| Thereafter | 3,109,375 | 809,774 | — | — | 3,919,149 | |||||||||||||||
| Total | $ | 26,363,585 | $ | 1,407,378 | $ | 2,530,500 | $ | 1,735,547 | $ | 32,037,010 |
(a)The NYC ABS Loan and Security Agreement was repaid in full on January 12, 2026 with the proceeds of the Incremental UnSub Credit Facility Loans (defined below).
The amounts in the table above do not include the effects of the January 2026 debt transactions discussed in Note 11.
For financing purposes, we have four debt silos: CSC Holdings, NYC ABS (defined below), the Unsub Group (defined below) and Lightpath. The CSC Holdings silo is structured as a restricted group (the "CSC Holdings Restricted Group") and an unrestricted group, which includes certain designated subsidiaries. The CSC Holdings Restricted Group is comprised of CSC Holdings and its wholly-owned operating subsidiaries, excluding Lightpath and certain of its designated subsidiaries, Cablevision Funding and certain special-purpose entities formed or transferred to Cablevision Funding in connection with the NYC ABS Loan and Security Agreement (defined below) and Cablevision Litchfield, LLC ("Cablevision Litchfield"), CSC Optimum Holdings, LLC ("CSC Optimum") and certain subsidiaries of CSC Holdings designated as "unrestricted subsidiaries" for the purposes of the CSC Holdings
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silo on November 25, 2025 (collectively, the "UnSub Group"). The CSC Holdings Restricted Group is subject to the covenants and restrictions of CSC Holdings' credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes all of Lightpath's operating subsidiaries which are subject to the covenants and restrictions of the Lightpath credit facility and indentures governing the notes issued by Lightpath. The NYC ABS silo consists of special-purpose entities that hold, among other things, certain receivables generated by our Bronx and Brooklyn service area and network assets located in that area, and is subject to covenants and restrictions set forth in the NYC ABS Loan and Security Agreement. The NYC ABS silo was repaid in full on January 12, 2026, and the obligors under the NYC ABS silo, together with certain other entities, became loan parties under the UnSub Group Facility in February 2026. The UnSub Group is subject to the covenants and restrictions of the UnSub Group Facility.
CSC Holdings Restricted Group
Sources of cash for the CSC Holdings Restricted Group include primarily cash flow from the operations of the businesses in the CSC Holdings Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The CSC Holdings Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of our digital broadband, video, and telephony services, including costs to build our FTTH network; debt service; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facilities
In October 2015, a wholly-owned subsidiary of Optimum Communications, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which, as amended, currently provides for U.S. dollar term loans in an aggregate principal of $5,001,942, comprising (i) an incremental term loan amount of $3,000,000 ($2,827,500 outstanding as of December 31, 2025) ("Incremental Term Loan B-5"), (ii) an incremental term loan in an aggregate principal amount of $2,001,942 ($0 outstanding as of December 31, 2025) ("Incremental Term Loan B-6"), and (iii) an incremental term loan in an aggregate principal amount of $2,000,000 ($0 outstanding as of December 31, 2025) ("Incremental Term Loan B-7"), and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($2,125,000 outstanding as of December 31, 2025) (the "CSC Revolving Credit Facility" and, together with the Incremental Term Loan B-5, Incremental Term B-6, Incremental Term B-7, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented, or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In November 2025, the proceeds from the issuance of the Incremental Term Loan B-7 were used to (i) repay the outstanding principal balance of the Incremental Term Loan B-6 and (ii) pay the fees, costs and expenses associated with these transactions.
During the year ended December 31, 2025, CSC Holdings borrowed $875,000 under the CSC Revolving Credit Facility and repaid $450,000 of amounts outstanding under the CSC Revolving Credit Facility.
At December 31, 2025, $183,514 of the CSC Revolving Credit Facility was restricted for certain letters of credit issued on our behalf and $166,486 was undrawn and available, subject to covenant limitations.
As of December 31, 2025, CSC Holdings was in compliance with applicable financial covenants under its credit facility.
See Note 11 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
CSC Holdings Senior Guaranteed Notes and Senior Notes
See Note 11 of our consolidated financial statements for further details of our outstanding senior guaranteed notes and senior notes.
As of December 31, 2025, CSC Holdings was in compliance with applicable financial covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
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NYC ABS Loan and Security Agreement
On July 16, 2025, Cablevision Funding LLC ("Cablevision Funding"), a newly formed, bankruptcy-remote, indirect wholly-owned subsidiary of the Company, entered into an asset-backed security transaction (the "NYC ABS"), in accordance with a receivables facility loan and security agreement (the "NYC ABS Loan and Security Agreement"), by and among Cablevision Funding, certain guarantors party thereto (collectively, the "NYC ABS Guarantors"), Goldman Sachs Bank USA and certain funds managed by TPG Angelo Gordon, as initial lenders, Goldman Sachs Bank USA and TPG Angelo Gordon, as structuring agents, Alter Domus (US) LLC, as administrative agent, and Citibank, N.A., as collateral agent (the "NYC ABS Collateral Agent") and account bank. The obligations under the NYC ABS Loan and Security Agreement were secured by substantially all of the assets of Cablevision Funding and its subsidiary, Cablevision Systems New York City LLC ("NYC AssetCo"), and the NYC ABS Guarantors, consisting of, among other things, certain receivables generated by the Company's Bronx and Brooklyn service area and network assets located in that area.
The NYC ABS Loan and Security Agreement provided for, among other things, initial term loan commitments in an aggregate principal amount of $1,000,000, issued with an original issue discount of 400 basis points. The loans made pursuant to the initial term loan commitments (the "Initial Term Loans") were to (i) mature on January 16, 2031; (ii) accrue interest at a fixed rate per annum equal to 8.875%; and (iii) amortize monthly at a rate of 2.0% per annum, up to and including January 15, 2028, and 5.0% per annum thereafter. The proceeds from the Initial Term Loans (after original issue discount, fees and other deferred financing costs) amounted to $894,063, of which a portion was used to fund Cablevision Funding’s interest reserve account with the minimum interest reserve amount in accordance with the terms of the NYC ABS Loan and Security Agreement, and pay certain costs associated with the transactions. The remaining proceeds were used to finance working capital, prepay indebtedness and for other general corporate purposes.
Pursuant to the terms of the NYC ABS Loan and Security Agreement, restricted cash was held in bank accounts controlled by the NYC ABS Collateral Agent for the purpose of paying interest, certain fees and scheduled principal and for satisfying the required liquidity reserve amounts. As of December 31, 2025, we had short-term restricted cash of $107,384 and long-term restricted cash of $21,858. The NYC ABS Loan and Security Agreement was repaid in full on January 12, 2026 with the proceeds of the Incremental UnSub Credit Facility Loans (defined below).
UnSub Group Credit Facility
On November 25, 2025, Cablevision Litchfield, LLC ("Cablevision Litchfield"), and CSC Optimum LLC ("CSC Optimum"), each an indirect wholly-owned subsidiary of the Company, entered into a Credit Agreement (the "Initial UnSub Group Credit Facility"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Initial UnSub Group Credit Facility provided for, among other things, initial term loans in an aggregate principal amount of $2,000,000 (the "Initial UnSub Group Credit Facility Loans"). The Initial UnSub Group Credit Facility Loans were used to repay in full the Incremental Term Loan B-7 under the CSC Credit Facilities.
On January 12, 2026, Cablevision Litchfield and CSC Optimum entered into an Amended and Restated Credit Agreement (the "A&R UnSub Credit Agreement"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The A&R UnSub Credit Agreement provided for, among other things, incremental term loans in an aggregate principal amount of $1,100,000 (the "Incremental UnSub Credit Facility Loans" and, together with the Initial UnSub Group Credit Facility Loans, the "Credit Facility Loans"). Effective February 11, 2026, Cablevision Funding joined the A&R UnSub Credit Agreement as borrower under solely the Incremental UnSub Credit Facility Loans. The A&R UnSub Credit Agreement amended and restated the Initial UnSub Group Credit Facility in its entirety (as so amended and restated, the "UnSub Group Credit Facility"). The Incremental UnSub Credit Facility Loans were used to repay in full the NYC ABS Loan and Security Agreement and pay certain costs associated with the transactions. The remaining proceeds are being used for other general corporate purposes. The UnSub Group Credit Facility Loans will (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.0%, and (iii) not amortize.
Lightpath
Sources of cash for Lightpath include existing cash balances, operating cash flows from its operating subsidiaries and availability under the revolving credit facility.
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Lightpath Credit Facility
Lightpath is party to a credit agreement which provides a term loan in an aggregate principal amount of $700,000, as amended ($669,183 outstanding at December 31, 2025) and revolving loan commitments in an aggregate principal amount of $115,000, as amended. As of December 31, 2025, there were no borrowings outstanding under the Lightpath revolving credit facility. See Note 11 to our consolidated financial statements for further information regarding the Lightpath credit agreement.
As of December 31, 2025, Lightpath was in compliance with applicable financial covenants under its credit agreement.
Lightpath Senior Secured Notes and Senior Notes
In 2020, Lightpath issued $450,000 in aggregate principal amount of senior secured notes that bear interest at a rate of 3.875% and mature on September 15, 2027 and $415,000 in aggregate principal amount of senior notes that bear interest at a rate of 5.625% and mature on September 15, 2028.
As of December 31, 2025, Lightpath was in compliance with applicable financial covenants under each respective indenture by which the senior secured notes and senior notes were issued.
Lightpath ABS
On February 10, 2026, Lightpath Fiber Issuer LLC (the “Issuer”) priced an offering of $1,657,000 in aggregate principal amount of Secured Fiber Network Revenue Notes, Series 2026-1 (the “Notes”), in a securitization transaction (the “Offering”). The Issuer is a newly formed, wholly owned and bankruptcy-remote indirect subsidiary of Lightpath, which is an indirect, majority-owned subsidiary of the Company. The Issuer, Lightpath Fiber Guarantor LLC, as guarantor, and certain other obligors party thereto entered into a Note Purchase Agreement on February 10, 2026, with the initial purchasers named thereto, related to the issuance and sale of the Notes. The Notes consist of $1,527,000 in aggregate principal amount of Series 2026-1, Class A-2 Notes (the “Class A-2 Notes”) and $130,000 in aggregate principal amount of Series 2026-1, Class B Notes (the “Class B Notes”). The Class A-2 Notes will bear interest at a rate of 5.597%, and the Class B Notes will bear interest at a rate of 5.890%. The Notes will pay interest monthly in arrears, beginning April 2026, and mature in March 2031. The proceeds of the Offering, if and when consummated, will be used, together with cash on the balance sheet, to (i) pay transaction fees and expenses, (ii) deposit funds into the liquidity reserve accounts, (iii) repay Lightpath’s existing indebtedness and associated repayment costs, and (iv) for general corporate purposes. We expect the Offering to close on or around March 3, 2026, subject to satisfaction of customary closing conditions.
Capital Expenditures
The following table presents our capital expenditures:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Customer premise equipment | $ | 349,366 | $ | 407,898 | ||
| Network infrastructure | 504,368 | 530,162 | ||||
| Support and other | 254,173 | 285,636 | ||||
| Business services | 239,387 | 209,317 | ||||
| Capital expenditures (cash basis) | 1,347,294 | 1,433,013 | ||||
| Right-of-use assets acquired in exchange for finance lease obligations | 63,498 | 38,830 | ||||
| Notes payable for the purchase of equipment and other assets | — | 50,642 | ||||
| Change in accrued and unpaid purchases and other | (40,178) | 64,277 | ||||
| Capital expenditures (accrual basis) | $ | 1,370,614 | $ | 1,586,762 |
Customer premise equipment includes expenditures for drop cable, fiber gateways, modems, routers and other equipment installed at customer locations. Network infrastructure includes (i) scalable infrastructure, such as headend and related equipment, (ii) line extensions, such as fiber and coaxial cable, amplifiers, electronic equipment and design and engineering costs to expand the network, and (iii) upgrade and rebuild, including costs to modify or replace existing segments of the network. Support and other capital expenditures include costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities, and office equipment. Business services capital expenditures include primarily equipment, support and other costs related to our fiber-based telecommunications business serving enterprise customers.
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Storm Impact
In September 2024, the rain, wind, and flooding from Hurricane Helene impacted our Western North Carolina service area, resulting in power outages and service disruptions to customers as well as damage to our cable network in the area. We completed the reconstruction and repairs of the damage to our network and restored all service to our customers and recorded $9,754 in capital expenditures and $147 in other operating expenses for the year ended December 31, 2024.
Cash Flow Discussion
Optimum Communications
Operating Activities
Net cash provided by operating activities amounted to $1,228,457 and $1,582,401 for the years ended December 31, 2025, and 2024, respectively.
The decrease in cash provided by operating activities of $353,944 in 2025 as compared to 2024 resulted from an decrease of $377,636 due to changes in working capital (decreases due to the timing of payments for accounts payable and prepaid expense and other assets, a decrease from the collections of accounts receivable and an increase in interest payments of $161,137, offset by a decrease in tax payments of $96,118, among other items.), partially offset by an increase in net income before depreciation and amortization and other non-cash items of $23,692.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2025 and 2024 was $1,293,796 and $1,455,513, respectively, and consisted primarily of capital expenditures of $1,347,294 and $1,433,013, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash provided by (used in) financing activities amounted to $949,364 and $(171,978) for the years ended December 31, 2025 and 2024.
In 2025, our financing activities consisted primarily of proceeds from long-term debt of $3,835,000, offset by the repayment of debt of $2,560,602, additions to deferred financing costs of $170,544, and principal payments on finance lease obligations of $103,241.
In 2024, our financing activities consisted primarily of the repayment of debt of $4,223,233, and principal payments on finance lease obligations of $127,349, offset by net proceeds from long-term debt of $4,214,750.
CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $1,234,127 and $1,481,774 for the years ended December 31, 2025 and 2024, respectively.
The decrease in cash provided by operating activities of $247,647 in 2025 as compared to 2024 resulted from a decrease of $263,459 due to changes in working capital (decreases due to the timing of payments for accounts payable and prepaid expense and other assets, a decrease from the collections of accounts receivable and an increase in interest payments of $164,911, offset by a decrease in tax payments of $96,118, among other items), partially offset by an increase in income from continuing operations before depreciation and amortization and other non-cash items of $15,812.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2025 and 2024 was $1,293,796 and $1,455,513, respectively, and consisted primarily of capital expenditures of $1,347,294 and $1,433,013, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash provided by (used in) financing activities amounted to $943,620 and $(81,552) for the years ended December 31, 2025 and 2024, respectively.
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In 2025, our financing activities consisted primarily of net proceeds from long-term debt of $3,835,000, offset by the repayment of long-term debt of $2,568,602, additions to deferred financing costs of $170,544, and principal payments on finance lease obligations of $103,241.
In 2024, our financing activities consisted primarily of the repayment of debt of $4,225,233, and principal payments on finance lease obligations of $127,349, offset by net proceeds from long-term debt of $4,214,750.
Contractual Obligations and Off Balance Sheet Commitments
Our contractual obligations as of December 31, 2025 consist primarily of our debt obligations, purchase obligations which primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services, operating and finance lease obligations, outstanding letters of credit and guarantees. Note 11 to our consolidated financial statements contains further information regarding our debt obligations, Note 17 contains information regarding our off-balance sheet obligations and Note 9 contains information regarding our leases.
Managing our Interest Rate Risk
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion regarding interest rate risk.
Critical Accounting Policies and Estimates
In preparing our financial statements, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
Goodwill and Indefinite-Lived Assets
Goodwill and indefinite-lived cable franchise rights are not amortized. Rather, such assets are tested for impairment annually or whenever events or changes in circumstances indicate that it is more likely than not that the assets may be impaired. We assess the recoverability of our goodwill and indefinite-lived cable franchise rights annually as of October 1 ("annual impairment test date"). As of the annual impairment test date, goodwill amounted to $8,041,217 all of which is related to our Telecommunications reporting unit and indefinite-lived cable franchise rights amounted to $11,600,000 (subsequent to an impairment charge of $1,611,308 recorded in the third quarter of 2025).
The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit or our indefinite-lived cable franchise rights is less than its carrying amount. These qualitative factors include macroeconomic conditions such as changes in interest rates, industry and market considerations, recent and projected financial performance of the reporting units, as well as other factors. A quantitative test is performed if we conclude that it is more likely than not that the fair value of a reporting unit or an indefinite-lived cable franchise right is less than its carrying amount or if a qualitative assessment is not performed. If the carrying value of the reporting unit or the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Goodwill
Goodwill resulted from business combinations and represents the excess amount of the consideration paid over the identifiable assets and liabilities recorded in acquisitions. The goodwill balance as of December 31, 2025 relates to our Telecommunications reporting unit and was recorded primarily in connection with the Cequel Acquisition in 2015 and the Cablevision Acquisition in 2016.
We estimate the fair value of our reporting units by considering both (i) a discounted cash flow method, which is based on the present value of projected cash flows over a discrete projection period and a terminal value, which is based on the expected normalized cash flows of the reporting unit following the discrete projection period, and (ii) a market approach, which includes the use of market multiples of publicly-traded companies whose services are comparable to ours. Significant judgments in estimating the fair value of our reporting units include cash flow projections and the selection of the discount rate.
The estimates and assumptions utilized in estimating the fair value of our reporting unit could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific
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point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
During the three months ended September 30, 2025, we completed our annual long-term plan, which reflected a decline in estimated future cash flows. Management deemed the decline in future estimated cash flows as a triggering event and a quantitative impairment test of our goodwill and indefinite-lived cable franchise rights was performed as of September 30, 2025.
Based on a quantitative assessment performed as of September 30, 2025, the estimated fair value of our Telecommunications reporting unit exceeded its carrying value and no impairment was recorded. A qualitative test as of our annual impairment test date was also performed which did not result in an impairment charge.
It is possible that in the future there may be changes in our estimates and assumptions, including the timing and amount of future cash flows, margins, growth rates, market participant assumptions, comparable benchmark companies and related multiples and discount rates, which could result in different fair value estimates. Significant and adverse changes to any one or more of the above-noted estimates and assumptions could result in an impairment charge in the future.
Indefinite-lived Cable Franchise Rights
Our indefinite-lived cable franchise rights represent agreements we have with state and local governments that allow us to construct and operate a cable business within a specified geographic area and allow us to solicit and service potential customers in the service areas defined by the agreements. We have concluded that our cable franchise rights have an indefinite useful life since there are no legal, regulatory, contractual, competitive, economic or other factors that limit the period over which these rights will contribute to our cash flows. For impairment testing purposes, we have concluded that our cable franchise rights are a single unit of account.
Estimates and assumptions utilized in estimating the fair value of our identifiable indefinite-lived intangible assets could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
As a result of our quantitative impairment test as of September 30, 2025 (discussed above), we recorded a non-cash impairment charge of $1,611,308 related to our indefinite-lived cable franchise rights. The decline in the estimated fair value of our indefinite-lived franchise rights was attributable to updated long-term financial projections, that reflected a reduction in estimated future cash flows as a result of the sustained competitive environment and macroeconomic conditions. The impairment analysis was conducted using a discounted cash flow methodology, which incorporated updated projections of future cash flows, growth rates and discount rates consistent with current market assumptions. If we experience a significant shortfall in cash flows from new customers, then we may incur future non-cash impairment charges on our indefinite-lived cable franchise rights. This charge is included in "Restructuring, impairments and other operating items" in the consolidated statement of operations and did not impact our cash flow or liquidity. As the carrying value of our franchise rights represent fair value, any reduction in the fair value of these rights would result in an additional impairment charge. A hypothetical 10% reduction in the fair value of our franchise rights would result in an impairment charge of approximately $1,160,000.
Capitalization of Costs
Costs incurred in the construction of our cable systems, including line extensions to, and upgrade of, our HFC infrastructure and construction of the parallel FTTH infrastructure, are capitalized. This includes headend facilities and initial placement of the feeder cable to connect a customer that had not been previously connected. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities (including interest related to FTTH construction). Internal costs that are capitalized consist of salaries and benefits of our employees and a portion of facility costs, that supports the construction activities. Such costs are depreciated over the estimated life of our infrastructure and our headend facilities and related equipment (5 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs associated with the initial deployment of new customer premise equipment ("CPE") necessary to provide services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. Departmental activities supporting the connection process are capitalized based on time-weighted activity allocations of costs. These installation costs are amortized over the estimated useful
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lives of the CPE. The portion of departmental costs related to disconnecting services and removing CPE from a customer, costs related to connecting CPE that has been previously connected to the network, and repair and maintenance are expensed as incurred.
Recently Issued Accounting Standards
See Note 3 to the accompanying consolidated financial statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" for a discussion of recently issued accounting standards.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001628280-25-005486.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
This Annual Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-K there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video and telephony customers from existing competitors (such as broadband communications companies, DBS providers, wireless data and telephony providers, and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel FTTH network;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
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•disruptions to our networks, infrastructure and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks and similar events;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•the outcome of litigation, government investigations and other proceedings; and
•other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Annual Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Annual Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
Organization of Information
Management’s Discussion and Analysis provides a narrative on our financial performance and condition that should be read in conjunction with the accompanying financial statements and accompanying notes thereto. It includes the following sections:
•Our Business
•Key Factors Impacting Operating Results and Financial Condition
•Consolidated Results of Operations
•Non-GAAP Financial Measures
•Reconciliation of CSC Holdings Results of Operations to Altice USA's Results of Operations
•CSC Holdings Restricted Group Financial Information
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
In this Item 7, we discuss the results of operations for the years ended December 31, 2024 and 2023 and comparisons of the 2024 results to the 2023 results. Discussions of the results of operations for the year ended December 31, 2022 and comparisons of the 2023 results to the 2022 results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 as filed on February 15, 2024.
Our Business
We principally provide broadband communications and video services in the United States and market our services under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately 4.6 million
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residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich HFC broadband network and a FTTH network with approximately 9.8 million total passings as of December 31, 2024. Additionally, we offer news programming and advertising services.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business-Competition" included herein.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony and mobile services. We also derive revenue from DVR, VOD, pay-per-view, installation and home shopping commissions. Our residential broadband, video, telephony and mobile services accounted for approximately 41%, 32%, 3%, and 1% respectively, of our consolidated revenue for the year ended December 31, 2024. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and SMB customers, including broadband, telephony, networking, video and mobile services. For the year ended December 31, 2024, 16% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 5% of our consolidated revenue for the year ended December 31, 2024. Our other revenue, which includes mobile equipment revenue, for the year ended December 31, 2024 accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, acquisitions/dispositions, and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
We operate in a highly competitive consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite delivered video signals, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Our competitors include AT&T, DirecTV, DISH, Frontier, Lumen Technologies, Inc., T-Mobile, and Verizon. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business-Competition" included herein.
Our programming costs, which are the most significant component of our operating expenses, are impacted by increases in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. We expect contractual rates to increase in the future. See "Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we expect to do so in the future. Our ongoing FTTH network build has enabled us to deliver multi-gig broadband speeds to FTTH customers in order to meet the growing data needs of residential and business customers. In addition, we offer a full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptions or encounter other challenges to executing them as planned. See "Liquidity and Capital Resources-Capital Expenditures" for additional information regarding our capital expenditures.
Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring,
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impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA below.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities.
We believe Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), and other measures of performance presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
We also use Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures) as a liquidity measure. We believe this measure is useful to investors in evaluating our ability to service our debt and make continuing investments with internally generated funds, although it may not be directly comparable to similar measures reported by other companies.
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Results of Operations - Altice USA
| Years Ended December 31, | Favorable (Unfavorable) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||
| Revenue: | ||||||||||
| Broadband | $ | 3,645,460 | $ | 3,824,472 | $ | (179,012) | ||||
| Video | 2,896,600 | 3,072,011 | (175,411) | |||||||
| Telephony | 277,938 | 300,198 | (22,260) | |||||||
| Mobile | 117,084 | 77,012 | 40,072 | |||||||
| Residential revenue | 6,937,082 | 7,273,693 | (336,611) | |||||||
| Business services and wholesale | 1,471,764 | 1,467,149 | 4,615 | |||||||
| News and advertising | 486,172 | 447,742 | 38,430 | |||||||
| Other | 59,399 | 48,480 | 10,919 | |||||||
| Total revenue | 8,954,417 | 9,237,064 | (282,647) | |||||||
| Operating expenses: | ||||||||||
| Programming and other direct costs | 2,896,570 | 3,029,842 | 133,272 | |||||||
| Other operating expenses | 2,711,828 | 2,646,258 | (65,570) | |||||||
| Restructuring, impairments and other operating items | 23,696 | 214,727 | 191,031 | |||||||
| Depreciation and amortization | 1,642,231 | 1,644,297 | 2,066 | |||||||
| Operating income | 1,680,092 | 1,701,940 | (21,848) | |||||||
| Other income (expense): | ||||||||||
| Interest expense, net | (1,763,166) | (1,639,120) | (124,046) | |||||||
| Gain on investments and sale of affiliate interests, net | 670 | 180,237 | (179,567) | |||||||
| Loss on derivative contracts, net | — | (166,489) | 166,489 | |||||||
| Gain on interest rate swap contracts, net | 18,632 | 32,664 | (14,032) | |||||||
| Gain (loss) on extinguishment of debt and write-off of deferred financing costs | (12,901) | 4,393 | (17,294) | |||||||
| Other income (expense), net | (5,675) | 4,940 | (10,615) | |||||||
| Income (loss) before income taxes | (82,348) | 118,565 | (200,913) | |||||||
| Income tax benefit (expense) | 4,071 | (39,528) | 43,599 | |||||||
| Net income (loss) | (78,277) | 79,037 | (157,314) | |||||||
| Net income attributable to noncontrolling interests | (24,641) | (25,839) | 1,198 | |||||||
| Net income (loss) attributable to Altice USA, Inc. stockholders | $ | (102,918) | $ | 53,198 | $ | (156,116) |
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The following is a reconciliation of net income (loss) to Adjusted EBITDA (unaudited):
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net income (loss) | $ | (78,277) | $ | 79,037 | ||
| Income tax expense (benefit) | (4,071) | 39,528 | ||||
| Other expense (income), net | 5,675 | (4,940) | ||||
| Gain on interest rate swap contracts, net | (18,632) | (32,664) | ||||
| Loss on derivative contracts, net | — | 166,489 | ||||
| Gain on investments and sale of affiliate interests, net | (670) | (180,237) | ||||
| Loss (gain) on extinguishment of debt and write-off of deferred financing costs | 12,901 | (4,393) | ||||
| Interest expense, net | 1,763,166 | 1,639,120 | ||||
| Depreciation and amortization | 1,642,231 | 1,644,297 | ||||
| Restructuring, impairments and other operating items | 23,696 | 214,727 | ||||
| Share-based compensation | 67,162 | 47,926 | ||||
| Adjusted EBITDA | $ | 3,413,181 | $ | 3,608,890 |
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow (unaudited):
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net cash flows from operating activities | $ | 1,582,401 | $ | 1,826,398 | ||
| Less: Capital expenditures (cash) | 1,433,013 | 1,704,811 | ||||
| Free Cash Flow | $ | 149,388 | $ | 121,587 |
The following table sets forth certain customer metrics (unaudited):
| December 31, | Increase (Decrease) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||
| (in thousands) | ||||||||||
| Total passings (a) | 9,830.8 | 9,628.7 | 202.1 | |||||||
| Total customer relationships (b) | 4,550.3 | 4,743.5 | (193.2) | |||||||
| Residential | 4,173.7 | 4,363.1 | (189.4) | |||||||
| SMB | 376.6 | 380.3 | (3.7) | |||||||
| Residential customers: | ||||||||||
| Broadband | 3,999.9 | 4,169.0 | (169.1) | |||||||
| Video | 1,880.1 | 2,172.4 | (292.3) | |||||||
| Telephony | 1,269.2 | 1,515.3 | (246.1) | |||||||
| Penetration of total passings (c) | 46.3 | % | 49.3 | % | (3.0) | % | ||||
| Average revenue per user ("ARPU") (d) | $ | 133.95 | $ | 136.01 | $ | (2.06) | ||||
| SMB customers: | ||||||||||
| Broadband | 346.1 | 348.9 | (2.8) | |||||||
| Video | 81.0 | 89.6 | (8.6) | |||||||
| Telephony | 194.5 | 203.2 | (8.7) | |||||||
| Total mobile lines (e) | 459.6 | 322.2 | 137.4 | |||||||
| FTTH total passings (f) | 2,961.8 | 2,735.2 | 226.6 | |||||||
| FTTH customer relationships (g) | 538.2 | 341.4 | 196.8 | |||||||
| FTTH Residential | 523.4 | 333.8 | 189.6 | |||||||
| FTTH SMB | 14.7 | 7.6 | 7.1 | |||||||
| Penetration of FTTH total passings (h) | 18.2 | % | 12.5 | % | 5.7 | % |
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(a)Represents the estimated number of single residence homes, apartments and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network. Broadband services were not available to approximately 30 thousand passings and telephony services were not available to approximately 500 thousand passings.
(b)Represents number of households/businesses that receive at least one of our fixed-line services. Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our HFC and FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel. Total customer relationships exclude mobile-only customer relationships.
(c)Represents the number of total customer relationships divided by total passings.
(d)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video, telephony and mobile services to residential customers by the average number of total residential customers for the same period (excluding mobile-only customer relationships).
(e)Mobile lines represent the number of residential and business customers’ wireless connections, which include mobile phone handsets and other mobile wireless connected devices. An individual customer relationship may have multiple mobile lines. The 2024 and 2023 ending lines include approximately 4.4 thousand and 2.8 thousand lines related to business customers, respectively. The revenue related to these business customers is reflected in business services and wholesale in the table above.
(f)Represents the estimated number of single residence homes, apartments and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
(g)Represents number of households/businesses that receive at least one of our fixed-line services on our FTTH network. FTTH customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel.
(h)Represents the number of total FTTH customer relationships divided by FTTH total passings.
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Comparison of Results for the Year Ended December 31, 2024 to Results for the Year Ended December 31, 2023
Broadband Revenue
Broadband revenue for the years ended December 31, 2024 and 2023 was $3,645,460 and $3,824,472, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $179,012 (5%) for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily due to decreases in broadband customers and lower average recurring broadband revenue per broadband customer.
Video Revenue
Video revenue for the years ended December 31, 2024 and 2023 was $2,896,600 and $3,072,011, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $175,411 (6%) for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was due primarily to a decline in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases.
Telephony Revenue
Telephony revenue for the years ended December 31, 2024 and 2023 was $277,938 and $300,198, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Telephony revenue decreased $22,260 (7%) for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was due to a decline in telephony customers, partially offset by higher average recurring telephony revenue per telephony customer.
Mobile Service Revenue
Mobile service revenue for the years ended December 31, 2024 and 2023 was $117,084 and $77,012, respectively. The increase of $40,072 (52%) was due primarily to an increase in mobile lines.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the years ended December 31, 2024 and 2023 was $1,471,764 and $1,467,149, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video, telephony, and mobile services to SMB customers.
Business services and wholesale revenue increased $4,615 for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to increases in ethernet and managed router revenue from our Lightpath business, partially offset by a decrease in wholesale revenue and a decrease in SMB customers.
News and Advertising Revenue
News and advertising revenue for the years ended December 31, 2024 and 2023 was $486,172 and $447,742, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), (ii) digital advertising, (iii) data analytics, and (iv) affiliation fees for news programming.
News and advertising revenue increased $38,430 (9%) for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to increases in digital advertising, mainly political advertising.
Other Revenue
Other revenue for the years ended December 31, 2024 and 2023 was $59,399 and $48,480, respectively. Other revenue includes revenue from sales of mobile equipment and other miscellaneous revenue streams.
Other revenue increased $10,919 (23%) for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to higher mobile equipment sales during 2024 as compared to 2023.
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Programming and Other Direct Costs
Programming and other direct costs for the years ended December 31, 2024 and 2023 amounted to $2,896,570 and $3,029,842, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by increases in contractual rates, changes in the number of customers receiving certain programming services, new channel launches and channel drops. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
The decrease of $133,272 (4%) for the year ended December 31, 2024, as compared to the prior year was primarily attributable to the following:
| Decrease in programming costs primarily due to lower video customers, partially offset by net contractual rate increases | $ | (204,842) |
|---|---|---|
| Increase in costs of media advertising spots for resale, primarily for digital spots for political advertising | 34,229 | |
| Increase in cost of goods sold primarily from our mobile business | 23,370 | |
| Increase in taxes and surcharges due primarily to refunds recognized in 2023 period | 12,368 | |
| Other net increases | 1,603 | |
| $ | (133,272) |
Programming costs
Programming costs aggregated $2,251,316 and $2,456,158 for the years ended December 31, 2024 and 2023, respectively. Our programming costs in 2025 will continue to be impacted by changes in programming rates, which we expect to increase, and by changes in the number of video customers. Disputes with programmers which result in temporary periods during which we do not carry or if we cease carrying a particular programming service altogether will reduce programming costs.
Other Operating Expenses
Other operating expenses for the years ended December 31, 2024 and 2023 amounted to $2,711,828 and $2,646,258, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of capitalizable activities, maintenance activities and the utilization of contractors as compared to employees. Costs associated with the initial deployment of new customer premise equipment necessary to provide services are capitalized. The costs of redeployment of customer premise equipment are expensed as incurred.
Other operating expenses also include costs related to our call center operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
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The increase in other operating expenses of $65,570 (2%) for the year ended December 31, 2024 as compared to the prior year was attributable to the following:
| Increase in consulting costs primarily relating to our transformation strategy | $ | 26,936 |
|---|---|---|
| Increase in share-based compensation costs | 19,235 | |
| Increase in legal fees | 9,874 | |
| Increase in repairs and maintenance costs (including software maintenance and data processing) | 8,553 | |
| Increase in marketing expenses | 9,493 | |
| Increase in property taxes resulting from our FTTH network build-out and other taxes (including a procurement tax relating to our Captive insurance entity) | 7,621 | |
| Net decrease in labor related costs and benefits primarily due to lower truck rolls, lower call center costs and an increase in capitalizable activity | (20,795) | |
| Other net increases | 4,653 | |
| $ | 65,570 |
Restructuring, Impairments and Other Operating Items
Restructuring, impairments and other operating items for the year ended December 31, 2024 amounted to $23,696, as compared to $214,727 for the year ended December 31, 2023 and comprised the following:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Goodwill impairment (a) | $ | — | $ | 163,055 | ||
| Contract termination costs (b) | 41,924 | — | ||||
| Contractual payments for terminated employees | 19,400 | 39,915 | ||||
| Transaction costs related to certain transactions not related to our operations | 10,780 | 5,180 | ||||
| Impairment of right-of-use operating lease assets | 5,558 | 10,554 | ||||
| Facility realignment costs | 4,844 | 2,368 | ||||
| Litigation settlements, net of reimbursements (c) | (59,750) | — | ||||
| Other | 940 | (6,345) | ||||
| $ | 23,696 | $ | 214,727 |
(a)In connection with our annual recoverability assessment of goodwill, we recorded an impairment charge relating to our News and Advertising reporting unit for the year ended December 31, 2023. See Note 10 for additional information.
(b)Represent costs to early terminate contracts with vendors.
(c)Includes a credit resulting from the waiver of a payment obligation in June 2024 related to a patent infringement settlement agreement reached in the fourth quarter of 2022 and a credit resulting from the indemnification from a supplier related to this matter. Offsetting these credits was an expense, net of insurance recoveries, in connection with the settlement of other significant litigation.
We may incur additional contractual payments for terminated employee related costs and facility realignment costs in the future as we continue to analyze our organizational structure.
Depreciation and Amortization
Depreciation and amortization for the years ended December 31, 2024 and 2023 amounted to $1,642,231 and $1,644,297, respectively.
The decrease in depreciation and amortization of $2,066 for the year ended December 31, 2024 as compared to 2023 was due to lower expense resulting from certain assets becoming fully amortized, offset by higher depreciation expense resulting from increased asset additions in 2024, including losses related to the disposal of plant and equipment and accelerated depreciation.
Adjusted EBITDA
Adjusted EBITDA amounted to $3,413,181 and $3,608,890 for the years ended December 31, 2024 and 2023, respectively.
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Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA above.
The decrease in Adjusted EBITDA for the year ended December 31, 2024 as compared to the prior year was due to the decrease in revenue, partially offset by a decrease in operating expenses during 2024 (excluding depreciation and amortization, restructuring, impairments and other operating items and share-based compensation), as discussed above.
Free Cash Flow
Free Cash Flow was $149,388 and $121,587 for the years ended December 31, 2024 and 2023, respectively. The increase in Free Cash Flow in 2024 as compared to 2023 is primarily due to a decrease in cash capital expenditures, partially offset by a decrease in cash from operating activities driven by timing of cash receipts and disbursements.
Interest Expense, Net
Interest expense, net was $1,763,166 and $1,639,120 for the years ended December 31, 2024 and 2023, respectively. The increase of $124,046 (8%) for the year ended December 31, 2024 as compared to the prior year was attributable to the following:
| Increase primarily due to an increase in interest rates | $ | 127,389 |
|---|---|---|
| Lower capitalized interest related to FTTH network construction | 13,110 | |
| Decrease related to higher interest income | (1,641) | |
| Other net decreases, primarily amortization of deferred financing costs and original issue discounts | (14,812) | |
| $ | 124,046 |
Gain on Investments and Sale of Affiliate Interests, Net
Gain on investments and sale of affiliate interests, net for the years ended December 31, 2024 and 2023 of $670 and $180,237. The gain in 2024 related to the sale of certain cable assets and the gain in 2023 represented the increase in the fair value of the Comcast common stock owned by us through January 24, 2023. In 2023, the gain was partially offset by a loss on the sale of our Cheddar News business. The effect of the gain related to the Comcast common stock in 2023 was partially offset by the loss on the related equity derivative contracts, net described below.
Loss on Derivative Contracts, Net
Loss on derivative contracts, net amounted to $166,489 for the year ended December 31, 2023. The loss reflects the change in fair value of equity derivative contracts relating to the Comcast common stock we owned through January 24, 2023. The effects of this loss were partially offset by the gain on investment securities pledged as collateral, which is included in gain on investments and sale of affiliate interests, net, discussed above.
Gain on Interest Rate Swap Contracts, Net
Gain on interest rate swap contracts, net amounted to $18,632 and $32,664 for the years ended December 31, 2024 and 2023, respectively. These amounts represent the change in the fair value of interest rate swap contracts. The gain for the year ended December 31, 2024 is net of a $52,943 loss related to the early termination of the CSC Holdings interest rate swap agreements with an aggregate notional value of $3,000,000. Our swap contracts are not designated as hedges for accounting purposes.
Gain (Loss) on Extinguishment of Debt and Write-off of Deferred Financing Costs
Gain (loss) on extinguishment of debt and write-off of deferred financing costs amounted to $(12,901) and $4,393 for the years ended December 31, 2024 and 2023, respectively.
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The following table provides a summary of the gain (loss) on extinguishment of debt and the write-off of deferred financing costs recorded by us:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Settlement of collateralized debt | $ | — | $ | 4,393 | ||
| Incremental borrowing on Lightpath's Term Loan Facility | (5,866) | — | ||||
| Repayment of CSC Holdings Term Loan B and Incremental Term Loan B-3 | (2,598) | |||||
| Redemption of 5.250% Senior Notes and 5.250% Series B Senior Notes due June 2024 | (4,437) | |||||
| $ | (12,901) | $ | 4,393 |
Other Income (Expense), Net
Other income (expense), net amounted to $(5,675) and $4,940 for the years ended December 31, 2024 and 2023, respectively. These amounts include the non-service benefit or cost components of our pension plans, and for the year ended December 31, 2024 the amount includes dividends received on Comcast common stock we owned through January 24, 2023.
Income Tax Benefit (Expense)
We recorded an income tax benefit of $4,071 for the year ended December 31, 2024, resulting in an effective tax rate of 4.9% and an income tax expense of $(39,528) for the year ended December 31, 2023, resulting in an effective tax rate of 33% (See Note 14).
Our effective tax rate in 2024 includes the impact of tax deficiencies on share-based compensation and the increase in our uncertain tax positions reserve.
Our effective tax rate in 2023 includes the impact of the capital loss recognized from the sale of our Cheddar News business in December 2023 and the impact of the impairment of goodwill related to our News and Advertising business that was not deductible for tax purposes.
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CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Altice USA, except for the following:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2024 | 2023 | |||||
| (in thousands) | ||||||
| Net income (loss) attributable to Altice USA stockholders | $ | (102,918) | $ | 53,198 | ||
| Adjustments to reconcile to net income (loss) attributable to CSC Holdings' sole member: | ||||||
| Income tax benefit (expense) | 4,201 | (3,049) | ||||
| Interest expense, net | (1,530) | — | ||||
| Other operating expenses | (1,814) | — | ||||
| Net income (loss) attributable to CSC Holdings' sole member | $ | (102,061) | $ | 50,149 |
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2024 | 2023 | |||||
| (in thousands) | ||||||
| Altice USA Adjusted EBITDA | $ | 3,413,181 | $ | 3,608,890 | ||
| Adjustments to reconcile to CSC Holdings' Adjusted EBITDA: | ||||||
| Other operating expenses | (1,814) | — | ||||
| CSC Holdings Adjusted EBITDA | $ | 3,411,367 | $ | 3,608,890 |
Refer to Altice USA's Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of CSC Holdings' net income (loss) to Adjusted EBITDA (unaudited):
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2024 | 2023 | |||||
| Net income (loss) | $ | (77,420) | $ | 75,988 | ||
| Income tax expense (benefit) | (8,272) | 42,577 | ||||
| Other expense (income), net | 5,675 | (4,940) | ||||
| Gain on interest rate swap contracts, net | (18,632) | (32,664) | ||||
| Loss on derivative contracts, net | — | 166,489 | ||||
| Gain on investments and sale of affiliate interests, net | (670) | (180,237) | ||||
| Loss (gain) on extinguishment of debt and write-off of deferred financing costs | 12,901 | (4,393) | ||||
| Interest expense, net | 1,764,696 | 1,639,120 | ||||
| Depreciation and amortization | 1,642,231 | 1,644,297 | ||||
| Restructuring, impairments and other operating items | 23,696 | 214,727 | ||||
| Share-based compensation | 67,162 | 47,926 | ||||
| Adjusted EBITDA | $ | 3,411,367 | $ | 3,608,890 |
Refer to Altice USA's Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
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The following is a reconciliation of CSC Holdings' net cash flow from operating activities to Free Cash Flow (unaudited):
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2024 | 2023 | |||||
| Net cash flows from operating activities | $ | 1,481,774 | $ | 1,826,398 | ||
| Less: Capital expenditures (cash) | (1,433,013) | (1,704,811) | ||||
| Free Cash Flow | $ | 48,761 | $ | 121,587 |
The differences in Adjusted EBITDA and Free Cash Flow between CSC Holdings and Altice USA relate to the transfer of certain workers' compensation, general and automobile liability liabilities to the Captive during 2024. See Note 16.
CSC HOLDINGS RESTRICTED GROUP
For financing purposes, CSC Holdings is structured as a restricted group (the "Restricted Group") and an unrestricted group, which includes certain designated subsidiaries and investments (the "Unrestricted Group"). The Restricted Group is comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries. These Restricted Group subsidiaries are subject to the covenants and restrictions of CSC Holdings’ credit facility and indentures governing the notes issued by CSC Holdings.
Presented below is financial information that reflects a reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2024 and 2023.
| Year Ended December 31, 2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Group | Unrestricted Group | Eliminations | CSC Holdings | |||||||||||
| Net income (loss) | $ | (111,174) | $ | 37,830 | $ | (4,076) | $ | (77,420) | ||||||
| Income tax expense (benefit) | (21,464) | 13,192 | — | (8,272) | ||||||||||
| Other expense, net | 1,670,535 | 89,315 | 4,120 | 1,763,970 | ||||||||||
| Depreciation and amortization | 1,538,011 | 104,264 | (44) | 1,642,231 | ||||||||||
| Restructuring, impairments and other operating items | 19,166 | 4,530 | — | 23,696 | ||||||||||
| Share-based compensation | 67,062 | 100 | — | 67,162 | ||||||||||
| Adjusted EBITDA | $ | 3,162,136 | $ | 249,231 | $ | — | $ | 3,411,367 |
| Year Ended December 31, 2023 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Group | Unrestricted Group | Eliminations | CSC Holdings | |||||||||||
| Net income (loss) | $ | 7,188 | $ | 71,869 | $ | (3,069) | $ | 75,988 | ||||||
| Income tax expense | 22,216 | 20,361 | — | 42,577 | ||||||||||
| Other expense, net | 1,527,298 | 53,008 | 3,069 | 1,583,375 | ||||||||||
| Depreciation and amortization | 1,547,301 | 96,996 | — | 1,644,297 | ||||||||||
| Restructuring, impairments and other operating items | 213,615 | 1,112 | — | 214,727 | ||||||||||
| Share-based compensation | 47,924 | 2 | — | 47,926 | ||||||||||
| Adjusted EBITDA | $ | 3,365,542 | $ | 243,348 | $ | — | $ | 3,608,890 |
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LIQUIDITY AND CAPITAL RESOURCES
Altice USA has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities and syndicated term loans. We calculate net leverage ratios for our CSC Holdings Restricted Group and Lightpath debt silos as net debt to L2QA EBITDA (Adjusted EBITDA for the two most recent consecutive fiscal quarters multiplied by 2.0).
We expect to utilize Free Cash Flow and availability under the CSC Holdings Restricted Group and Lightpath revolving credit facilities, as well as future refinancing transactions, to further extend the maturities of, or reduce the principal on, our debt obligations. The timing and terms of any refinancing transactions will be subject to, among other factors, market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from other borrowings to repay the outstanding debt through open market purchases, privately negotiated purchases, tender offers, exchange offers or redemptions, or engage in similar transactions.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings Restricted Group and Lightpath revolving credit facilities will provide adequate funds to support our current operating plan, make planned capital expenditures and fulfill our debt service requirements for the next twelve months. However, our ability to fund our operations, make planned capital expenditures, make scheduled payments on our indebtedness and repay our indebtedness depends on our future operating performance and cash flows and our ability to access the capital markets, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe amounts available under the CSC Holdings Restricted Group and Lightpath revolving credit facilities will be available when, and if, needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions. The obligations of the financial institutions under the revolving credit facilities are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
In the longer term, we may not be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we could be dependent upon our continued access to the capital and credit markets to issue additional debt or equity or refinance existing debt obligations. We intend to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing discretionary uses of cash.
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Debt Outstanding
The following tables summarize the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of December 31, 2024, as well as interest expense for the year ended December 31, 2024.
| CSC Holdings Restricted Group | Lightpath | Altice USA/CSC Holdings | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt outstanding (a): | ||||||||||||
| Credit facility debt | $ | 6,483,882 | $ | 673,107 | $ | 7,156,989 | ||||||
| Senior guaranteed notes | 10,673,478 | — | 10,673,478 | |||||||||
| Senior secured notes | — | 445,836 | 445,836 | |||||||||
| Senior notes | 6,174,932 | 410,249 | 6,585,181 | |||||||||
| Subtotal | 23,332,292 | 1,529,192 | 24,861,484 | |||||||||
| Finance lease obligations | 145,362 | — | 145,362 | |||||||||
| Supply chain financing | 50,642 | — | 50,642 | |||||||||
| Total debt | $ | 23,528,296 | $ | 1,529,192 | $ | 25,057,488 | ||||||
| Interest expense (a): | ||||||||||||
| Credit facility debt, senior notes, finance leases, notes payable and supply chain financing | $ | 1,674,435 | $ | 98,754 | $ | 1,773,189 |
(a)Excludes principal balance of notes payable to affiliate reflected on CSC Holdings balance sheet and the related interest expense which are eliminated in the Altice USA consolidated financial statements. See Note 16.
See Note 11 to our consolidated financial statements for further information regarding our outstanding debt.
Payment Obligations Related to Debt
As of December 31, 2024, total amounts payable in connection with our outstanding debt obligations, including related interest, but excluding finance lease obligations and the impact of our interest swap agreements, are as follows (see Note 9 to our consolidated financial statements for information regarding our finance lease obligations):
| CSC Holdings Restricted Group | Lightpath | Altice USA/ CSC Holdings | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | $ | 1,714,235 | $ | 100,813 | $ | 1,815,048 | ||||||
| 2026 | 1,684,881 | 100,258 | 1,785,139 | |||||||||
| 2027 | 7,196,828 | 1,211,091 | 8,407,919 | |||||||||
| 2028 (a) | 5,890,762 | 438,344 | 6,329,106 | |||||||||
| 2029 | 4,385,844 | — | 4,385,844 | |||||||||
| Thereafter | 9,128,219 | — | 9,128,219 | |||||||||
| Total | $ | 30,000,769 | $ | 1,850,506 | $ | 31,851,275 |
(a)Includes $1,906,850 principal amount related to CSC Holdings' Incremental Term Loan B-6 that is due on the earlier of (i) January 15, 2028 and (ii) April 15, 2027 if, as of such date, any Incremental Term Loan B-5 borrowings are still outstanding, unless the Incremental Term Loan B-5 maturity date has been extended to a date falling after January 15, 2028.
For financing purposes, we have two debt silos: CSC Holdings and Lightpath. The CSC Holdings silo is structured as a restricted group (the "CSC Holdings Restricted Group") and an unrestricted group, which includes Lightpath and certain designated subsidiaries. The CSC Holdings Restricted Group is comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries excluding Lightpath. These CSC Holdings Restricted Group subsidiaries are subject to the covenants and restrictions of CSC Holdings' credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes all of its operating subsidiaries which are subject to the covenants and restrictions of the Lightpath credit facility and indentures governing the notes issued by Lightpath.
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CSC Holdings Restricted Group
Sources of cash for the CSC Holdings Restricted Group include primarily cash flow from the operations of the businesses in the CSC Holdings Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The CSC Holdings Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of our digital broadband, video and telephony services, including costs to build our FTTH network; debt service; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facilities
In October 2015, a wholly-owned subsidiary of Altice USA, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which, as amended, currently provides for U.S. dollar term loans in an aggregate principal of $5,001,942, comprising (i) an incremental term loan amount of $3,000,000 ($2,857,500 outstanding as of December 31, 2024) (“Incremental Term Loan B-5”) and (ii) an incremental term loan in an aggregate principal amount of $2,001,942 ($1,966,908 outstanding as of December 31, 2024) (“Incremental Term Loan B-6”), and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($1,700,000 outstanding as of December 31, 2024) (the "CSC Revolving Credit Facility" and, together with the Incremental Term Loan B-5 and Incremental Term B-6, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In January 2024, the proceeds from the issuance of CSC Holdings’ $2,050,000 in aggregate principal amount of senior guaranteed notes due 2029 were used to (i) repay the outstanding principal balance of the incremental term loans due 2025 under the CSC Credit Facilities Agreement (“Term Loan B”), (ii) repay the outstanding principal balance of the incremental term loans due 2026 under the CSC Credit Facilities Agreement (“Incremental Term Loan B-3”), and (iii) pay the fees, costs and expenses associated with these transactions.
During the year ended December 31, 2024, CSC Holdings borrowed $2,025,000 under the CSC Revolving Credit Facility and repaid $1,150,000 of amounts outstanding under the CSC Revolving Credit Facility.
At December 31, 2024, $163,738 of the CSC Revolving Credit Facility was restricted for certain letters of credit issued on our behalf and $611,262 was undrawn and available, subject to covenant limitations.
As of December 31, 2024, CSC Holdings was in compliance with applicable financial covenants under its credit facility.
See Note 11 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
Senior Guaranteed Notes and Senior Notes
In January 2024, CSC Holdings issued $2,050,000 in aggregate principal amount of senior guaranteed notes due 2029. These notes bear interest at a rate of 11.750% and will mature on January 31, 2029. The proceeds from the sale of these notes were used to (i) repay the outstanding principal balance of the Term Loan B, (ii) repay the outstanding principal balance of the Incremental Term Loan B-3, and (iii) pay the fees, costs and expenses associated with these transactions.
In February 2024, we redeemed the CSC Holdings 5.250% Senior Notes due 2024 and 5.250% Series B Senior Notes due 2024 with proceeds of borrowings under the CSC Revolving Credit Facility.
See Note 11 of our consolidated financial statements for further details of our outstanding senior guaranteed notes and senior notes.
As of December 31, 2024, CSC Holdings was in compliance with applicable financial covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
Lightpath
Sources of cash for Lightpath include existing cash balances, operating cash flows from its operating subsidiaries and availability under the revolving credit facility.
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Lightpath Credit Facility
Lightpath is party to a credit agreement which provides a term loan in an aggregate principal amount of $700,000, as amended ($676,000 outstanding at December 31, 2024) and revolving loan commitments in an aggregate principal amount of $115,000, as amended. As of December 31, 2024, there were no borrowings outstanding under the Lightpath revolving credit facility. See Note 11 to our consolidated financial statements for further information regarding the Lightpath credit agreement.
In February 2024, Lightpath entered into an extension amendment (the "Extension Amendment") to its amended credit agreement that provides for, among other things, (a) an extension of the scheduled maturity date with respect to the 2027 Revolving Credit Commitments (as defined in the Extension Amendment) under the credit agreement to the date (the "New Maturity Date") that is the later of (x) November 30, 2025 and (y) the earlier of (i) June 15, 2027 and (ii) the date that is five business days after any Extension Breach Date (as defined in the Amended Credit Agreement) and (b) incremental revolving credit commitments in an aggregate principal amount of $15,000 which shall be of the same class and type as the 2027 Revolving Credit Commitments and will, for the avoidance of doubt, mature on the New Maturity Date. After giving effect to the Extension Amendment, the aggregate principal amount of revolving loan commitments available under the Amended Credit Agreement increased from $100,000 to $115,000.
After giving effect to the Extension Amendment, the aggregate principal amount of 2027 Revolving Credit Commitments equaled $95,000 and the aggregate principal amount of 2025 Revolving Credit Commitments (as defined in the Extension Amendment) equaled $20,000. Interest will be calculated at a rate per annum equal to the adjusted Term SOFR rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any Term SOFR loan, 3.25% per annum.
In November 2024, Lightpath entered into an incremental amendment (the "Incremental Amendment") to its credit agreement to incur an additional $100,000 of term loans, of the same class as the term loans under the credit agreement immediately prior to giving effect to the Incremental Amendment, at a net price of 99.27% which increased the aggregate principal amount of term loans outstanding under the credit agreement to $676,000 as of December 31, 2024.
During the year ended December 31, 2024, Lightpath borrowed and repaid $40,000 under its revolving credit facility.
As of December 31, 2024, Lightpath was in compliance with applicable financial covenants under its credit agreement and with applicable financial covenants under each respective indenture by which its senior secured notes and senior notes were issued.
In January 2025, Lightpath entered into a refinancing amendment (the "Refinancing Amendment") to its amended credit agreement, which refinanced all of the term loans outstanding under its amended credit agreement immediately prior to giving effect to the Refinancing Amendment in order to reduce the applicable margins with respect thereto from (i) with respect to any alternate base rate loan, 2.25% per annum to 2.00% per annum and (ii) with respect to any Term SOFR loan, 3.25% per annum to 3.00%. Additionally, after giving effect to the Refinancing Amendment, interest on borrowings made under the refinanced term loan facility shall be calculated without giving effect to the spread adjustments provided for in the credit agreement.
Lightpath Senior Secured Notes and Senior Notes
In 2020, Lightpath issued $450,000 in aggregate principal amount of senior secured notes that bear interest at a rate of 3.875% and mature on September 15, 2027 and $415,000 in aggregate principal amount of senior notes that bear interest at a rate of 5.625% and mature on September 15, 2028.
As of December 31, 2024, Lightpath was in compliance with applicable financial covenants under each respective indenture by which the senior secured notes and senior notes were issued.
Lightpath Interest Rate Swap Contract
In November 2024, Lightpath entered into an interest rate swap contract on a notional amount of $95,000, whereby Lightpath pays interest of 3.979% through December 2026 and receives interest based on one-month SOFR.
See Note 12 of our consolidated financial statements for further details of our outstanding interest rate swap contracts.
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Capital Expenditures
The following table presents our capital expenditures:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Customer premise equipment | $ | 407,898 | $ | 277,194 | ||
| Network infrastructure | 530,162 | 924,476 | ||||
| Support and other | 285,636 | 242,235 | ||||
| Business services | 209,317 | 260,906 | ||||
| Capital expenditures (cash basis) | 1,433,013 | 1,704,811 | ||||
| Right-of-use assets acquired in exchange for finance lease obligations | 38,830 | 133,056 | ||||
| Notes payable for the purchase of equipment and other assets | 50,642 | 213,325 | ||||
| Change in accrued and unpaid purchases and other | 64,277 | (169,953) | ||||
| Capital expenditures (accrual basis) | $ | 1,586,762 | $ | 1,881,239 |
Customer premise equipment includes expenditures for drop cable, fiber gateways, modems, routers, and other equipment installed at customer locations. Network infrastructure includes (i) scalable infrastructure, such as headend and related equipment, (ii) line extensions, such as fiber and coaxial cable, amplifiers, electronic equipment, and design and engineering costs to expand the network, and (iii) upgrade and rebuild, including costs to modify or replace existing segments of the network. Support and other capital expenditures include costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities, and office equipment. Business services capital expenditures include primarily equipment, support and other costs related to our fiber-based telecommunications business serving enterprise customers.
Storm Impact
In September 2024, the rain, wind and flooding from Hurricane Helene impacted our Western North Carolina service area, resulting in power outages and service disruptions to customers as well as damage to our cable network in the area. We completed the reconstruction and repairs of the damage to our network and restored all service to our customers and recorded $9,754 in capital expenditures and $147 in other operating expenses for the year ended December 31, 2024.
Cash Flow Discussion
Altice USA
Operating Activities
Net cash provided by operating activities amounted to $1,582,401 and $1,826,398 for the years ended December 31, 2024, and 2023, respectively.
The decrease in cash provided by operating activities of $243,997 in 2024 as compared to 2023 resulted from a decrease in net income before depreciation and amortization and other non-cash items of $460,885, partially offset by an increase of $216,888 due to changes in working capital (increases due to the timing of payments for accounts payable and prepaid expense and other assets, net of increases in tax payments of $55,058 and interest payments of $37,324, and a decrease from the collections of accounts receivable, among other items.)
Investing Activities
Net cash used in investing activities for the years ended December 31, 2024 and 2023 was $1,455,513 and $1,706,523, respectively, and consisted primarily of capital expenditures of $1,433,013 and $1,704,811, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash used in financing activities amounted to $171,978 and $122,591 for the years ended December 31, 2024 and 2023.
In 2024, our financing activities consisted primarily of the repayment of debt of $4,223,233, and principal payments on finance lease obligations of $127,349, partially offset by net proceeds from long-term debt of $4,214,750.
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In 2023, our financing activities consisted primarily of the repayment of debt of $2,688,009, and principal payments on finance lease obligations of $149,297, partially offset by net proceeds from long-term debt of $2,700,000.
CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $1,481,774 and $1,826,398 for the years ended December 31, 2024 and 2023, respectively.
The decrease in cash provided by operating activities of $344,624 in 2024 as compared to 2023 resulted from a decrease in income from continuing operations before depreciation and amortization and other non-cash items of $455,345, partially offset by an increase of $110,721 due to changes in working capital (increases due to the timing of payments for accounts payable and prepaid expense and other assets, net of increases in tax payments of $55,058 and interest payments of $38,784, and a decrease from the collections of accounts receivable, among other items.)
Investing Activities
Net cash used in investing activities for the years ended December 31, 2024 and 2023 was $1,455,513 and $1,706,523, respectively, and consisted primarily of capital expenditures of $1,433,013 and $1,704,811 , respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash used in financing activities amounted to $81,552 and $122,591 for the years ended December 31, 2024 and 2023, respectively.
In 2024, our financing activities consisted primarily of the repayment of long-term debt of $4,225,233, and principal payments on finance lease obligations of $127,349, partially offset by net proceeds from long-term debt of $4,214,750.
In 2023, our financing activities consisted primarily of the repayment of long-term debt of $2,688,009, and principal payments on finance lease obligations of $149,297, partially offset by net proceeds from long-term debt of $2,700,000.
Contractual Obligations and Off Balance Sheet Commitments
Our contractual obligations as of December 31, 2024 consist primarily of our debt obligations, purchase obligations which primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services, operating and finance lease obligations, outstanding letters of credit, and guarantees. Note 11 to our consolidated financial statements contains further information regarding our debt obligations, Note 17 contains information regarding our off-balance sheet obligations and Note 9 contains information regarding our leases.
Managing our Interest Rate Risk
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion regarding interest rate risk.
Critical Accounting Policies and Estimates
In preparing our financial statements, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
Goodwill and Indefinite-Lived Assets
Goodwill and indefinite-lived cable franchise rights are not amortized. Rather, such assets are tested for impairment annually or whenever events or changes in circumstances indicate that it is more likely than not that the assets may be impaired. We assess the recoverability of our goodwill and indefinite-lived cable franchise rights annually as of October 1 ("annual impairment test date"). As of the annual impairment test date, goodwill amounted to $8,044,716 all of which is related to our Telecommunications reporting unit and indefinite-lived cable franchise rights amounted to $13,216,355.
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The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit or our indefinite-lived cable franchise rights is less than its carrying amount. These qualitative factors include macroeconomic conditions such as changes in interest rates, industry and market considerations, recent and projected financial performance of the reporting units, as well as other factors. A quantitative test is performed if we conclude that it is more likely than not that the fair value of a reporting unit or an indefinite-lived cable franchise right is less than its carrying amount or if a qualitative assessment is not performed. If the carrying value of the reporting unit or the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. In 2024, we performed a quantitative assessment for our goodwill and indefinite-lived cable franchise rights recoverability tests.
Goodwill
Goodwill resulted from business combinations and represents the excess amount of the consideration paid over the identifiable assets and liabilities recorded in acquisitions. Our test for impairment in 2024 was performed for the Telecommunications reporting unit, as goodwill related to the News and Advertising reporting unit was fully impaired in 2023. The goodwill related to our Telecommunications reporting unit was recorded primarily in connection with the Cequel Acquisition in 2015 and the Cablevision Acquisition in 2016.
We estimate the fair value of our reporting units by considering both (i) a discounted cash flow method, which is based on the present value of projected cash flows over a discrete projection period and a terminal value, which is based on the expected normalized cash flows of the reporting unit following the discrete projection period, and (ii) a market approach, which includes the use of market multiples of publicly-traded companies whose services are comparable to ours. Significant judgments in estimating the fair value of our reporting units include cash flow projections and the selection of the discount rate.
The estimates and assumptions utilized in estimating the fair value of our reporting unit could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
Based on the quantitative assessment performed as of our impairment test date, the estimated fair value of our Telecommunications reporting unit exceeded its carrying value and no impairment was recorded. It is possible that in the future there may be changes in our estimates and assumptions, including the timing and amount of future cash flows, margins, growth rates, market participant assumptions, comparable benchmark companies and related multiples and discount rates, which could result in different fair value estimates. Significant and adverse changes to any one or more of the above-noted estimates and assumptions could result in an impairment charge in the future.
Indefinite-lived Cable Franchise Rights
Our indefinite-lived cable franchise rights represent agreements we have with state and local governments that allow us to construct and operate a cable business within a specified geographic area and allow us to solicit and service potential customers in the service areas defined by the agreements. We have concluded that our cable franchise rights have an indefinite useful life since there are no legal, regulatory, contractual, competitive, economic or other factors that limit the period over which these rights will contribute to our cash flows. For impairment testing purposes, we have concluded that our cable franchise rights are a single unit of account.
Estimates and assumptions utilized in estimating the fair value of our identifiable indefinite-lived intangible assets could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
In our 2024 impairment test, the fair value of our cable franchise rights (estimated using the multi-period excess earnings model) exceeded their carrying value, with no impairment recorded. Although no impairment was recognized, our fair value estimation relies on certain assumptions like revenue growth rates, long-term growth rates, and discount rates, which are subjective and involve significant judgment. Changes in these assumptions could impact the estimates. For example, if our financial performance deteriorates, or if interest rates increase, it is reasonably possible that a future impairment of our franchise assets could be material. A hypothetical 10% reduction in the fair value of our franchise rights would result in an impairment charge of approximately $1,200,000.
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Capitalization of Costs
Costs incurred in the construction of our cable systems, including line extensions to, and upgrade of, our HFC infrastructure and construction of the parallel FTTH infrastructure, are capitalized. This includes headend facilities and initial placement of the feeder cable to connect a customer that had not been previously connected. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities (including interest related to FTTH construction). Internal costs that are capitalized consist of salaries and benefits of our employees and a portion of facility costs, that supports the construction activities. Such costs are depreciated over the estimated life of our infrastructure and our headend facilities and related equipment (5 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs associated with the initial deployment of new customer premise equipment ("CPE") necessary to provide services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. Departmental activities supporting the connection process are capitalized based on time-weighted activity allocations of costs. These installation costs are amortized over the estimated useful lives of the CPE. The portion of departmental costs related to disconnecting services and removing CPE from a customer, costs related to connecting CPE that has been previously connected to the network, and repair and maintenance are expensed as incurred.
Recently Issued Accounting Standards
See Note 3 to the accompanying consolidated financial statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" for a discussion of recently issued accounting standards.
FY 2023 10-K MD&A
SEC filing source: 0001628280-24-004863.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
This Annual Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-K there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video and telephony customers from existing competitors (such as broadband communications companies, DBS providers, wireless data and telephony providers, and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and/or the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel FTTH network;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
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•disruptions to our networks, infrastructure and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks and similar events;
•labor shortages and supply chain disruptions;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•the outcome of litigation, government investigations and other proceedings; and
•other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the caption "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Annual Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Annual Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
Organization of Information
Management’s Discussion and Analysis provides a narrative on our financial performance and condition that should be read in conjunction with the accompanying financial statements and accompanying notes thereto. It includes the following sections:
•Our Business
•Key Factors Impacting Operating Results and Financial Condition
•Consolidated Results of Operations
•Non-GAAP Financial Measures
•Reconciliation of CSC Holdings Results of Operations to Altice USA's Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
In this Item 7, we discuss the results of operations for the years ended December 31, 2023 and 2022 and comparisons of the 2023 results to the 2022 results. Discussions of the results of operations for the year ended December 31, 2021 and comparisons of the 2022 results to the 2021 results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 as filed on February 22, 2023.
Our Business
We principally provide broadband communications and video services in the United States and market our services primarily under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately
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4.7 million residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich HFC broadband network and a FTTH network with approximately 9.6 million total passings as of December 31, 2023. Additionally, we offer news programming and advertising services.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business-Competition" included herein.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony and mobile services. We also derive revenue from DVR, VOD, pay-per-view, installation and home shopping commissions. Our residential broadband, video, telephony and mobile services accounted for approximately 41%, 33%, 3%, and 1% respectively, of our consolidated revenue for the year ended December 31, 2023. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and SMB customers, including broadband, telephony, networking, video and mobile services. For the year ended December 31, 2023, 16% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 5% of our consolidated revenue for the year ended December 31, 2023. Our other revenue, which includes mobile equipment revenue, for the year ended December 31, 2023 accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, additional services sold to our existing customers, changes in programming packages for our video customer, acquisitions/dispositions, and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
We operate in a highly competitive consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite delivered video signals, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Our competitors include AT&T, DirecTV, DISH, Frontier, Lumen Technologies, Inc., T-Mobile US, and Verizon. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business-Competition" included herein.
Our programming costs, which are the most significant component of our operating expenses, are impacted by increases in contractual rates, changes in the number of customers receiving certain programming services, and new channel launches. We expect contractual rates to increase in the future. See "Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we expect to do so in the future. Our ongoing FTTH network build has enabled us to deliver multi-gig broadband speeds to FTTH customers in order to meet the growing data needs of residential and business customers. In addition, we launched a full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptions or encounter other challenges to executing them as planned. See "Liquidity and Capital Resources-Capital Expenditures" for additional information regarding our capital expenditures.
Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring,
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impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income to Adjusted EBITDA below.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities.
We believe Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), and other measures of performance presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
We also use Operating Free Cash Flow (defined as Adjusted EBITDA less cash capital expenditures) and Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures) as indicators of our financial performance. We believe these measures are two of several benchmarks used by investors, analysts and peers for comparison of performance in our industry, although they may not be directly comparable to similar measures reported by other companies.
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Results of Operations - Altice USA
| Years Ended December 31, | Favorable (Unfavorable) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||
| Revenue: | ||||||||||
| Broadband | $ | 3,824,472 | $ | 3,930,667 | $ | (106,195) | ||||
| Video | 3,072,011 | 3,281,306 | (209,295) | |||||||
| Telephony | 300,198 | 332,406 | (32,208) | |||||||
| Mobile (a) | 77,012 | 61,832 | 15,180 | |||||||
| Residential revenue (a) | 7,273,693 | 7,606,211 | (332,518) | |||||||
| Business services and wholesale (a) | 1,467,149 | 1,474,269 | (7,120) | |||||||
| News and advertising | 447,742 | 520,293 | (72,551) | |||||||
| Other (a) | 48,480 | 46,886 | 1,594 | |||||||
| Total revenue | 9,237,064 | 9,647,659 | (410,595) | |||||||
| Operating expenses: | ||||||||||
| Programming and other direct costs | 3,029,842 | 3,205,638 | 175,796 | |||||||
| Other operating expenses | 2,646,258 | 2,735,469 | 89,211 | |||||||
| Restructuring, impairments and other operating items | 214,727 | 130,285 | (84,442) | |||||||
| Depreciation and amortization (including impairments) | 1,644,297 | 1,773,673 | 129,376 | |||||||
| Operating income | 1,701,940 | 1,802,594 | (100,654) | |||||||
| Other income (expense): | ||||||||||
| Interest expense, net | (1,639,120) | (1,331,636) | (307,484) | |||||||
| Gain (loss) on investments and sale of affiliate interests, net | 180,237 | (659,792) | 840,029 | |||||||
| Gain (loss) on derivative contracts, net | (166,489) | 425,815 | (592,304) | |||||||
| Gain on interest rate swap contracts, net | 32,664 | 271,788 | (239,124) | |||||||
| Gain (loss) on extinguishment of debt and write-off of deferred financing costs | 4,393 | (575) | 4,968 | |||||||
| Other income, net | 4,940 | 8,535 | (3,595) | |||||||
| Income before income taxes | 118,565 | 516,729 | (398,164) | |||||||
| Income tax expense | (39,528) | (295,840) | 256,312 | |||||||
| Net income | 79,037 | 220,889 | (141,852) | |||||||
| Net income attributable to noncontrolling interests | (25,839) | (26,326) | 487 | |||||||
| Net income attributable to Altice USA, Inc. stockholders | $ | 53,198 | $ | 194,563 | $ | (141,365) |
(a)Beginning in the second quarter of 2023, mobile service revenue previously included in mobile revenue is now separately reported in residential revenue and business services revenue. In addition, mobile equipment revenue previously included in mobile revenue is now included in other revenue. Prior period amounts have been revised to conform with this presentation.
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The following is a reconciliation of net income to Adjusted EBITDA and Operating Free Cash Flow:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Net income | $ | 79,037 | $ | 220,889 | ||
| Income tax expense | 39,528 | 295,840 | ||||
| Other income, net | (4,940) | (8,535) | ||||
| Gain on interest rate swap contracts, net | (32,664) | (271,788) | ||||
| Loss (gain) on derivative contracts, net | 166,489 | (425,815) | ||||
| Loss (gain) on investments and sale of affiliate interests, net | (180,237) | 659,792 | ||||
| Loss (gain) on extinguishment of debt and write-off of deferred financing costs | (4,393) | 575 | ||||
| Interest expense, net | 1,639,120 | 1,331,636 | ||||
| Depreciation and amortization | 1,644,297 | 1,773,673 | ||||
| Restructuring, impairments and other operating items | 214,727 | 130,285 | ||||
| Share-based compensation | 47,926 | 159,985 | ||||
| Adjusted EBITDA | 3,608,890 | 3,866,537 | ||||
| Capital expenditures (cash) | 1,704,811 | 1,914,282 | ||||
| Operating Free Cash Flow | $ | 1,904,079 | $ | 1,952,255 |
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Net cash flows from operating activities | $ | 1,826,398 | $ | 2,366,901 | ||
| Less: Capital expenditures (cash) | 1,704,811 | 1,914,282 | ||||
| Free Cash Flow | $ | 121,587 | $ | 452,619 |
The following table sets forth certain customer metrics (unaudited):
| December 31, | Increase (Decrease) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||
| Total passings (a) | 9,628.7 | 9,463.8 | 164.9 | |||||||
| Total customer relationships (b) | 4,743.5 | 4,879.7 | (136.2) | |||||||
| Residential | 4,363.1 | 4,498.5 | (135.4) | |||||||
| SMB | 380.3 | 381.2 | (0.9) | |||||||
| Residential customers: | ||||||||||
| Broadband | 4,169.0 | 4,282.9 | (113.9) | |||||||
| Video | 2,172.4 | 2,439.0 | (266.6) | |||||||
| Telephony | 1,515.3 | 1,764.1 | (248.8) | |||||||
| Penetration of total passings (c) | 49.3 | % | 51.6 | % | (2.3) | % | ||||
| Average revenue per user ("ARPU") (d) | $ | 136.01 | $ | 135.86 | $ | 0.15 | ||||
| Total mobile lines (e) | 322.2 | 240.3 | 81.9 | |||||||
| FTTH total passings (f) | 2,735.2 | 2,158.7 | 576.4 | |||||||
| FTTH customer relationships (g) | 341.4 | 171.7 | 169.7 | |||||||
| FTTH Residential | 333.8 | 170.0 | 163.8 | |||||||
| FTTH SMB | 7.6 | 1.7 | 5.9 | |||||||
| Penetration of FTTH total passings (h) | 12.5 | % | 8.0 | % | 4.5 | % |
(a)Represents the estimated number of single residence homes, apartments and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial
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establishments that have connected to our HFC and FTTH network. Broadband services were not available to approximately 30 thousand passings and telephony services were not available to approximately 500 thousand passings.
(b)Represents number of households/businesses that receive at least one of our fixed-line services. Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our HFC and FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel. Total customer relationships exclude mobile-only customer relationships.
(c)Represents the number of total customer relationships divided by total passings.
(d)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video, telephony and mobile services to residential customers by the average number of total residential customers for the same period (excluding mobile-only customer relationships). ARPU amounts for prior periods have been adjusted to include mobile service revenue.
(e)Total mobile lines as of December 31, 2022 include approximately 32 thousand customers receiving free service. As of December 31, 2023, the number of customers receiving free service was nominal.
(f)Represents the estimated number of single residence homes, apartments and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
(g)Represents number of households/businesses that receive at least one of our fixed-line services on our FTTH network. FTTH customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel.
(h)Represents the number of total FTTH customer relationships divided by FTTH total passings.
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Comparison of Results for the Year Ended December 31, 2023 to Results for the Year Ended December 31, 2022
Broadband Revenue
Broadband revenue for the years ended December 31, 2023 and 2022 was $3,824,472 and $3,930,667, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $106,195 (3%) for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease for the year ended December 31, 2023 was due primarily to a decrease in broadband customers and lower average recurring broadband revenue per broadband customer.
Video Revenue
Video revenue for the years ended December 31, 2023 and 2022 was $3,072,011 and $3,281,306, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $209,295 (6%) for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease was due primarily to a decline in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases.
Telephony Revenue
Telephony revenue for the years ended December 31, 2023 and 2022 was $300,198 and $332,406, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Telephony revenue decreased $32,208 (10%) for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease was due to a decline in telephony customers, partially offset by higher average recurring revenue per telephony customer.
Mobile Service Revenue
Mobile service revenue for the years ended December 31, 2023 and 2022 was $77,012 and $61,832, respectively. The increase of $15,180 (25%) was due primarily to an increase in mobile customers, as well as a decline in customers receiving free service as compared to the prior year.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the years ended December 31, 2023 and 2022 was $1,467,149 and $1,474,269, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video, telephony, and mobile services to SMB customers.
Business services and wholesale revenue decreased $7,120 for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease was due to lower SMB revenue and lower backhaul revenue attributable to wholesale customers, partially offset by a net increase in revenue of our Lightpath business primarily due to increases in Ethernet and indefeasible right of use contract fee revenue, partially offset by contract termination fee revenue.
News and Advertising Revenue
News and advertising revenue for the years ended December 31, 2023 and 2022 was $447,742 and $520,293, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), (ii) digital advertising, (iii) data analytics, and (iv) affiliation fees for news programming.
News and advertising revenue decreased $72,551 (14%) for the year ended December 31, 2023 compared to the year ended December 31, 2022. The decrease was primarily due to a decrease in linear advertising revenue from political customers.
Other Revenue
Other revenue for the years ended December 31, 2023 and 2022 was $48,480 and $46,886, respectively. Other revenue includes revenue from sales of mobile equipment and other miscellaneous revenue streams.
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Programming and Other Direct Costs
Programming and other direct costs for the years ended December 31, 2023 and 2022 amounted to $3,029,842 and $3,205,638, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by increases in contractual rates, changes in the number of customers receiving certain programming services, and new channel launches. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
The decrease of $175,796 (5%) for the year ended December 31, 2023, as compared to the prior year was primarily attributable to the following:
| Decrease in programming costs primarily due to lower video customers, partially offset by net contractual rate increases | $ | (171,258) |
|---|---|---|
| Decrease in software license fees related to customer premise equipment | (14,997) | |
| Decrease in taxes and surcharges primarily due to refunds | (10,339) | |
| Increase in costs of media advertising spots for resale, primarily linear spots resulting from an acquisition in the third quarter of 2022 | 21,014 | |
| Other net decreases | (216) | |
| $ | (175,796) |
Programming costs
Programming costs aggregated $2,456,158 and $2,627,416 for the years ended December 31, 2023 and 2022, respectively. Our programming costs in 2024 will continue to be impacted by changes in programming rates, which we expect to increase, and by changes in the number of video customers.
Other Operating Expenses
Other operating expenses for the years ended December 31, 2023 and 2022 amounted to $2,646,258 and $2,735,469, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of capitalizable activities, maintenance activities and the utilization of contractors as compared to employees. Costs associated with the initial deployment of new customer premise equipment necessary to provide services are capitalized. The costs of redeployment of customer premise equipment is expensed as incurred.
Other operating expenses also include costs related to our call center operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
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The decrease in other operating expenses of $89,211 (3%) for the year ended December 31, 2023 as compared to the prior year was attributable to the following:
| Decrease in share-based compensation costs | $ | (112,059) |
|---|---|---|
| Decrease in marketing costs due to costs incurred in 2022 from the rebranding of our services from Suddenlink to Optimum | (46,003) | |
| Net increase in labor costs and benefits, partially offset by an increase in capitalizable activity | 53,503 | |
| Increase in repairs and maintenance costs | 12,887 | |
| Increase in utility costs | 6,316 | |
| Other net decreases | (3,855) | |
| $ | (89,211) |
Restructuring, Impairments and Other Operating Items
Restructuring, impairments and other operating items for the year ended December 31, 2023 amounted to $214,727, as compared to $130,285 for the year ended December 31, 2022 and comprised the following:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Contractual payments for terminated employees | $ | 39,915 | $ | 4,002 | ||
| Impairment of right-of-use operating lease assets | 10,554 | 3,821 | ||||
| Transaction costs related to certain transactions not related to our operations | 5,180 | 4,310 | ||||
| Facility realignment costs | 2,368 | 5,652 | ||||
| Remeasurement of contingent consideration related to an acquisition | (6,345) | — | ||||
| Litigation settlement (a) | — | 112,500 | ||||
| Goodwill impairment (b) | 163,055 | — | ||||
| $ | 214,727 | $ | 130,285 |
(a)Represents the settlement of litigation in the fourth quarter of 2022, of which $65,000 was paid in 2022 and the balance of $47,500 is payable on or before June 30, 2024.
(b)In connection with our annual recoverability assessment of goodwill, we recorded an impairment charge relating to our News and Advertising reporting unit for the year ended December 31, 2023. See Note 10 for additional information.
We may incur additional contractual payments for terminated employee related costs and facility realignment costs in the future as we continue to analyze our organizational structure.
Depreciation and Amortization (including impairments)
Depreciation and amortization (including impairments) for the years ended December 31, 2023 and 2022 amounted to $1,644,297 and $1,773,673, respectively.
The decrease in depreciation and amortization of $129,376 (7%) for the year ended December 31, 2023 as compared to 2022 was due to lower amortization expense resulting from certain assets becoming fully amortized, partially offset by higher depreciation expense resulting from increased asset additions in 2023.
Adjusted EBITDA
Adjusted EBITDA amounted to $3,608,890 and $3,866,537 for the years ended December 31, 2023 and 2022, respectively.
Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization (including impairments), share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to adjusted EBITDA above.
The decrease in adjusted EBITDA for the year ended December 31, 2023 as compared to the prior year was due to the decrease in revenue, partially offset by a decrease in operating expenses during 2023 (excluding depreciation and
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amortization, restructuring, impairments and other operating items and share-based compensation), as discussed above.
Operating Free Cash Flow
Operating free cash flow was $1,904,079 and $1,952,255 for the years ended December 31, 2023 and 2022, respectively. The decrease in operating free cash flow for 2023 as compared to 2022 is due to a decrease in adjusted EBITDA, partially offset by a decrease in cash capital expenditures.
Free Cash Flow
Free cash flow was $121,587 and $452,619 for the years ended December 31, 2023 and 2022, respectively. The decrease in free cash flow in 2023 as compared to 2022 is primarily due to a decrease in cash from operating activities, partially offset by a decrease in cash capital expenditures.
Interest expense, net
Interest expense, net was $1,639,120 and $1,331,636 for the years ended December 31, 2023 and 2022, respectively. The increase of $307,484 (23%) for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was attributable to the following:
| Increase primarily due to an increase in interest rates, partially offset by a decrease in average debt balances | $ | 355,762 |
|---|---|---|
| Other net decreases, primarily lower amortization of deferred financing costs and original issue discounts | (43,315) | |
| Higher interest income | (4,963) | |
| $ | 307,484 |
Gain (Loss) on Investments and sale of affiliate interests, net
Gain (loss) on investments and sale of affiliate interests, net for the years ended December 31, 2023 and 2022 of $180,237 and $(659,792) consisted primarily of the increase (decrease) in the fair value of the Comcast common stock owned by us through January 24, 2023. In 2023, the gain was partially offset by a loss on the sale of our Cheddar News business. The effects of these gains (losses) were partially offset by the gains on the related equity derivative contracts, net described below.
Gain (Loss) on Derivative Contracts, net
Gain (loss) on derivative contracts, net of $(166,489) and $425,815 for the years ended December 31, 2023 and 2022, respectively, includes realized and unrealized gains or losses due to the change in fair value of equity derivative contracts relating to the Comcast common stock owned by us through January 24, 2023. The effects of these gains (losses) were offset by losses (gains) on investment securities pledged as collateral, which are included in gain (loss) on investments, net discussed above.
Gain on Interest Rate Swap Contracts
Gain on interest rate swap contracts amounted to $32,664 and $271,788 for the years ended December 31, 2023 and 2022, respectively. These amounts represent the change in the fair value of interest rate swap contracts. These swap contracts are not designated as hedges for accounting purposes.
Gain (Loss) on Extinguishment of Debt and Write-off of Deferred Financing Costs
Gain (loss) on extinguishment of debt and write-off of deferred financing costs amounted to $4,393 and $(575) for the years ended December 31, 2023 and 2022, respectively.
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The following table provides a summary of the loss on extinguishment of debt and the write-off of deferred financing costs recorded by us:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Settlement of collateralized debt | $ | 4,393 | $ | — | ||
| Refinancing of CSC Holdings Term Loan B and Incremental Term Loan B-3 | — | (575) | ||||
| $ | 4,393 | $ | (575) |
Other Income, Net
Other income, net amounted to $4,940 and $8,535 for the years ended December 31, 2023 and 2022, respectively. These amounts include the non-service cost components of our pension plans and dividends received on Comcast common stock owned by us through January 24, 2023.
Income Tax Expense
We recorded income tax expense of $39,528 for the year ended December 31, 2023, resulting in an effective tax rate of 33% and $295,840 for the year ended December 31, 2022, resulting in an effective tax rate of 57% (See Note 14).
Our effective tax rate in 2023 includes the impact of the capital loss recognized from the sale of our Cheddar News business in December 2023 and the impact of the impairment of goodwill related to our News and Advertising business that was not deductible for tax purposes.
During the fourth quarter of 2022, the New York State Division of Tax Appeals published a decision for Charter Communications, Inc. versus New York State whereby it concluded that each corporation in a combined reporting group would have to separately qualify as a qualified emerging technology company ("QETC") to use the preferential QETC tax rate. As we had been historically using the QETC rate at the combined reporting group level, we recorded a cumulative income tax expense of $157,300 that included both a revaluation of state deferred taxes and an increase to our uncertain tax positions reserve for tax years 2017 through 2022 based on this published decision.
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CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Altice USA, except for the following:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2023 | 2022 | |||||
| (in thousands) | ||||||
| Net income attributable to Altice USA stockholders | $ | 53,198 | $ | 194,563 | ||
| Less: items included in Altice USA's consolidated statements of operations: | ||||||
| Income tax expense (benefit) | (3,049) | 3,688 | ||||
| Net income attributable to CSC Holdings' sole member | $ | 50,149 | $ | 198,251 |
The following is a reconciliation of CSC Holdings' net income to Adjusted EBITDA and Operating Free Cash Flow:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2023 | 2022 | |||||
| Net income | $ | 75,988 | $ | 224,577 | ||
| Income tax expense | 42,577 | 292,152 | ||||
| Other income, net | (4,940) | (8,535) | ||||
| Gain on interest rate swap contracts, net | (32,664) | (271,788) | ||||
| Gain (loss) on derivative contracts, net | 166,489 | (425,815) | ||||
| Loss (gain) on investments and sale of affiliate interests, net | (180,237) | 659,792 | ||||
| Loss (gain) on extinguishment of debt and write-off of deferred financing costs | (4,393) | 575 | ||||
| Interest expense, net | 1,639,120 | 1,331,636 | ||||
| Depreciation and amortization | 1,644,297 | 1,773,673 | ||||
| Restructuring, impairments and other operating items | 214,727 | 130,285 | ||||
| Share-based compensation | 47,926 | 159,985 | ||||
| Adjusted EBITDA | $ | 3,608,890 | 3,866,537 | |||
| Capital expenditures (cash) | 1,704,811 | 1,914,282 | ||||
| Operating Free Cash Flow | $ | 1,904,079 | $ | 1,952,255 |
Refer to Altice USA's Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2023 | 2022 | |||||
| Net cash flows from operating activities | $ | 1,826,398 | $ | 2,366,901 | ||
| Capital expenditures (cash) | 1,704,811 | 1,914,282 | ||||
| Free Cash Flow | $ | 121,587 | $ | 452,619 |
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LIQUIDITY AND CAPITAL RESOURCES
Altice USA has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities and syndicated term loans. We calculate net leverage ratios for our CSC Holdings Restricted Group and Lightpath debt silos as net debt to L2QA EBITDA (Adjusted EBITDA for the two most recent consecutive fiscal quarters multiplied by 2.0).
We expect to utilize free cash flow and availability under the CSC Holdings Restricted Group and Lightpath revolving credit facilities, as well as future refinancing transactions, to further extend the maturities of, or reduce the principal on, our debt obligations. The timing and terms of any refinancing transactions will be subject to, among other factors, market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from other borrowings to repay the outstanding debt securities through open market purchases, privately negotiated purchases, tender offers, or redemptions.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings Restricted Group and Lightpath revolving credit facilities will provide adequate funds to support our current operating plan, make planned capital expenditures and fulfill our debt service requirements for the next twelve months. However, our ability to fund our operations, make planned capital expenditures, make scheduled payments on our indebtedness and repay our indebtedness depends on our future operating performance and cash flows and our ability to access the capital markets, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe amounts available under the CSC Holdings Restricted Group and Lightpath revolving credit facilities will be available when, and if, needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions. The obligations of the financial institutions under the revolving credit facilities are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others. See discussion below regarding the issuance of senior guaranteed notes in January 2024.
In the longer term, we may not be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we could be dependent upon our continued access to the capital and credit markets to issue additional debt or equity or refinance existing debt obligations. We intend to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing or eliminating stock repurchases and discretionary uses of cash.
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Debt Outstanding
The following tables summarize the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of December 31, 2023, as well as interest expense for the year ended December 31, 2023.
| CSC Holdings Restricted Group | Lightpath | Other Unrestricted Entities | Altice USA/CSC Holdings | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt outstanding: | ||||||||||||||
| Credit facility debt | $ | 7,685,784 | $ | 571,898 | $ | — | $ | 8,257,682 | ||||||
| Senior guaranteed notes | 8,635,472 | — | — | 8,635,472 | ||||||||||
| Senior secured notes | — | 444,410 | — | 444,410 | ||||||||||
| Senior notes | 6,925,311 | 409,136 | — | 7,334,447 | ||||||||||
| Subtotal | 23,246,567 | 1,425,444 | — | 24,672,011 | ||||||||||
| Finance lease obligations | 228,356 | — | — | 228,356 | ||||||||||
| Notes payable and supply chain financing | 174,594 | — | — | 174,594 | ||||||||||
| Total debt | $ | 23,649,517 | $ | 1,425,444 | $ | — | $ | 25,074,961 | ||||||
| Interest expense: | ||||||||||||||
| Credit facility debt, senior notes, finance leases, notes payable and supply chain financing | $ | 1,544,451 | $ | 95,824 | $ | — | $ | 1,640,275 | ||||||
| Collateralized indebtedness relating to stock monetizations (a) | — | — | 7,227 | 7,227 | ||||||||||
| Total interest expense | $ | 1,544,451 | $ | 95,824 | $ | 7,227 | $ | 1,647,502 |
(a)This indebtedness was collateralized by shares of Comcast common stock. In January 2023 we settled this debt by delivering the Comcast shares we held and the related equity derivative contracts, resulting in the receipt of cash of approximately $50,500 (including dividends of $11,598).
See Note 11 to our consolidated financial statements for further information regarding our outstanding debt.
Payment Obligations Related to Debt
As of December 31, 2023, total amounts payable in connection with our outstanding debt obligations, including related interest, but excluding finance lease obligations and the impact of our interest swap agreements, are as follows (see Note 9 to our consolidated financial statements for information regarding our finance leases):
| CSC Holdings Restricted Group | Lightpath | Altice USA/ CSC Holdings | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | $ | 2,522,086 | $ | 98,215 | $ | 2,620,301 | ||||||
| 2025 (a) | 3,809,232 | 97,544 | 3,906,776 | |||||||||
| 2026 | 1,818,660 | 92,741 | 1,911,401 | |||||||||
| 2027 | 5,213,519 | 1,110,720 | 6,324,239 | |||||||||
| 2028 (b) | 5,647,608 | 438,344 | 6,085,952 | |||||||||
| Thereafter | 11,343,625 | — | 11,343,625 | |||||||||
| Total | $ | 30,354,730 | $ | 1,837,564 | $ | 32,192,294 |
(a)Includes $825,000 principal amount related to the CSC Holdings' revolving credit facility. As a result of the debt transaction in January 2024 discussed in Note 18, the revolving credit facility will mature on July 13, 2027.
(b)Includes $1,906,850 principal amount related to the CSC Holdings' Incremental Term Loan B-6 that is due on the earlier of (i) January 15, 2028 and (ii) April 15, 2027 if, as of such date, any Incremental Term Loan B-5 borrowings are still outstanding, unless the Incremental Term Loan B-5 maturity date has been extended to a date falling after January 15, 2028.
The amounts in the table above do not include the effects of the debt transactions discussed in Note 18.
For financing purposes, we have two debt silos: CSC Holdings and Lightpath. The CSC Holdings silo is structured as a restricted group (the "Restricted Group") and an unrestricted group, which includes certain designated subsidiaries and investments (the "Unrestricted Group"). The Restricted Group is comprised of CSC Holdings and substantially
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all of its wholly-owned operating subsidiaries excluding Lightpath. These Restricted Group subsidiaries are subject to the covenants and restrictions of the credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes all of its operating subsidiaries which are subject to the covenants and restrictions of the credit facility and indentures governing the notes issued by Lightpath.
CSC Holdings Restricted Group
Sources of cash for the Restricted Group include primarily cash flow from the operations of the businesses in the Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of its digital broadband, video and telephony services, including costs to build our FTTH network; debt service; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facilities
In October 2015, a wholly-owned subsidiary of Altice USA, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 ($1,520,483 outstanding at December 31, 2023) (the "Term Loan B"), and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($825,000 outstanding at December 31, 2023) (the "CSC Revolving Credit Facility" and, together with the Term Loan B, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In October 2018, CSC Holdings entered into a $1,275,000 ($521,744 outstanding at December 31, 2023) incremental term loan facility (the "Incremental Term Loan B-3"), in October 2019, CSC Holdings entered into a $3,000,000 ($2,887,500 outstanding at December 31, 2023) incremental term loan facility ("Incremental Term Loan B-5") and in December 2022, CSC Holdings entered into a $2,001,942 ($1,986,928 outstanding at December 31, 2023) incremental term loan facility (the "Incremental Term Loan B-6") under its existing credit facilities agreement.
During the year ended December 31, 2023, CSC Holdings borrowed $1,700,000 under its revolving credit facility and repaid $2,450,000 of amounts outstanding under the revolving credit facility.
At December 31, 2023, $133,512 of the revolving credit facility was restricted for certain letters of credit issued on our behalf and $1,516,488 was undrawn and available, subject to covenant limitations.
As of December 31, 2023, CSC Holdings was in compliance with applicable financial covenants under its credit facility.
See Note 11 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
Senior Guaranteed Notes and Senior Notes
In April 2023, CSC Holdings issued $1,000,000 in aggregate principal amount of senior guaranteed notes that bear interest at a rate of 11.250% and mature on May 15, 2028. We used the proceeds to repay outstanding borrowings drawn under the CSC Revolving Credit Facility.
In January 2024, CSC Holdings issued $2,050,000 in aggregate principal amount of senior guaranteed notes due 2029. These notes bear interest at a rate of 11.750% and will mature on January 31, 2029. The proceeds from the sale of these notes were used to repay certain indebtedness including (i) the outstanding principal balance on the Term Loan B, (ii) the outstanding principal balance on the Incremental Term Loan B-3, and (iii) pay the fees, costs and expenses associated with these transactions.
Also in January 2024, we notified our 5.250% Senior Notes due 2024 and 5.250% Series B Senior Notes due 2024 bondholders that we will be redeeming these notes in full (in accordance with the terms of the indenture). We expect to draw $750,000 under our Revolving Credit Facility to repay these notes on February 28, 2024.
See Note 11 and Note 18 of our consolidated financial statements for further details of our outstanding senior guaranteed notes and senior notes.
As of December 31, 2023, CSC Holdings was in compliance with applicable financial covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
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Lightpath
Sources of cash for Lightpath include existing cash balances, operating cash flows from its operating subsidiaries and availability under the revolving credit facility.
Lightpath Credit Facility
Lightpath is party to a credit agreement which provides a term loan in an aggregate principal amount of $600,000 ($582,000 outstanding at December 31, 2023) and revolving loan commitments in an aggregate principal amount of $100,000. As of December 31, 2023, there were no borrowings outstanding under the Lightpath revolving credit facility. See Note 11 to our consolidated financial statements for further information regarding the Lightpath credit agreement.
As of December 31, 2023, Lightpath was in compliance with applicable financial covenants under its credit agreement and with applicable financial covenants under each respective indenture by which its senior secured notes and senior notes were issued.
Lightpath Senior Secured Notes and Senior Notes
In 2020, Lightpath issued $450,000 in aggregate principal amount of senior secured notes that bear interest at a rate of 3.875% and mature on September 15, 2027 and $415,000 in aggregate principal amount of senior notes that bear interest at a rate of 5.625% and mature on September 15, 2028.
As of December 31, 2023, Lightpath was in compliance with applicable financial covenants under each respective indenture by which the senior secured notes and senior notes were issued.
Lightpath Interest Rate Swap Contract
In April 2023, Lightpath entered into an interest rate swap contract, effective June 2023 on a notional amount of $180,000, whereby Lightpath pays interest of 3.523% through December 2026 and receives interest based on one-month SOFR.
See Note 12 of our consolidated financial statements for further details of our outstanding interest rate swap contracts.
Capital Expenditures
The following table presents our capital expenditures:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Customer premise equipment | $ | 277,194 | $ | 316,175 | ||
| Network infrastructure | 924,476 | 1,153,860 | ||||
| Support and other | 242,235 | 270,149 | ||||
| Business services | 260,906 | 174,098 | ||||
| Capital expenditures (cash basis) | 1,704,811 | 1,914,282 | ||||
| Right-of-use assets acquired in exchange for finance lease obligations | 133,056 | 160,542 | ||||
| Notes payable for the purchase of equipment and other assets | 213,325 | 132,452 | ||||
| Change in accrued and unpaid purchases and other | (169,953) | 169,227 | ||||
| Capital expenditures (accrual basis) | $ | 1,881,239 | $ | 2,376,503 |
Customer premise equipment includes expenditures for drop cable, fiber gateways, modems, routers, and other equipment installed at customer locations. Network infrastructure includes (i) scalable infrastructure, such as headend and related equipment, (ii) line extensions, such as fiber and coaxial cable, amplifiers, electronic equipment, and design and engineering costs to expand the network, and (iii) upgrade and rebuild, including costs to modify or replace existing segments of the network. Support and other capital expenditures include costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities, and office equipment. Business services capital expenditures include primarily equipment, support and other costs related to our fiber-based telecommunications business serving enterprise customers.
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Cash Flow Discussion
Altice USA
Operating Activities
Net cash provided by operating activities amounted to $1,826,398 and $2,366,901 for the years ended December 31, 2023, and 2022, respectively.
The decrease in cash provided by operating activities of $540,503 in 2023 as compared to 2022 resulted from a decrease in net income before depreciation and amortization and other non-cash items of $773,364, partially offset by an increase of $232,861 due to changes in working capital (including an increase in interest payments of $334,899 and a decrease in tax payments of $53,667), as well as the timing of payments and collections of accounts receivable, among other items.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2023 and 2022 was $1,706,523 and $1,921,510, respectively, and consisted primarily of capital expenditures of $1,704,811 and $1,914,282, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash used in financing activities amounted to $122,591 and $335,906 for the years ended December 31, 2023 and 2022.
In 2023, our financing activities consisted primarily of the repayment of debt of $2,688,009, and principal payments on finance lease obligations of $149,297, partially offset by net proceeds from long-term debt of $2,700,000.
In 2022, our financing activities consisted primarily of the repayment of debt of $4,469,727, and principal payments on finance lease obligations of $134,682, partially offset by net proceeds from long-term debt of $4,276,903.
CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $1,826,398 and $2,366,901 for the years ended December 31, 2023 and 2022, respectively.
The decrease in cash provided by operating activities of $540,503 in 2023 as compared to 2022 resulted from a decrease in income from continuing operations before depreciation and amortization and other non-cash items of $774,554, partially offset by an increase of $234,051 due to changes in working capital (including an increase in interest payments of $334,899 and a decrease in tax payments of $53,667, as well as the timing of payments and collections of accounts receivable, among other items).
Investing Activities
Net cash used in investing activities for the years ended December 31, 2023 and 2022 was $1,706,523 and $1,921,510, respectively, and consisted primarily of capital expenditures of $1,704,811 and $1,914,282, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash used in financing activities amounted to $122,591 and $333,356 for the years ended December 31, 2023 and 2022, respectively.
In 2023, our financing activities consisted primarily of the repayment of long-term debt of $2,688,009, and principal payments on finance lease obligations of $149,297, partially offset by net proceeds from long-term debt of $2,700,000.
In 2022, our financing activities consisted primarily of the repayment of long-term debt of $4,469,727, and principal payments on finance lease obligations of $134,682, partially offset by net proceeds from long-term debt of $4,276,903.
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Contractual Obligations and Off Balance Sheet Commitments
Our contractual obligations as of December 31, 2023 consist primarily of our debt obligations, purchase obligations which primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services, operating and finance lease obligations, outstanding letters of credit, and guarantees. Note 11 to our consolidated financial statements contains further information regarding our debt obligations, Note 17 contains information regarding our off-balance sheet obligations and Note 9 contains information regarding our leases.
Managing our Interest Rate and Equity Price Risk
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion regarding interest rate risk and equity price risk.
Critical Accounting Policies and Estimates
In preparing our financial statements, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
Goodwill and Indefinite-Lived Assets
Goodwill and indefinite-lived cable franchise rights are not amortized. Rather, such assets are tested for impairment annually or whenever events or changes in circumstances indicate that it is more likely than not that the assets may be impaired. We assess the recoverability of our goodwill and indefinite-lived cable franchise rights annually as of October 1 ("annual impairment test date"). As of the annual impairment test date, goodwill amounted to $8,207,771 ($8,044,716 related to our Telecommunications reporting unit and $163,055 related to our News and Advertising reporting unit) and indefinite-lived cable franchise rights amounted to $13,216,355.
The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit or our indefinite-lived cable franchise rights is less than its carrying amount. These qualitative factors include macroeconomic conditions such as changes in interest rates, industry and market considerations, recent and projected financial performance of the reporting units, as well as other factors. A quantitative test is performed if we conclude that it is more likely than not that the fair value of a reporting unit or an indefinite-lived cable franchise right is less than its carrying amount or if a qualitative assessment is not performed. In 2023, we performed a quantitative assessment for our goodwill recoverability test and a qualitative assessment for our indefinite-lived cable franchise rights recoverability test.
Goodwill
Goodwill resulted from business combinations and represents the excess amount of the consideration paid over the identifiable assets and liabilities recorded in acquisitions. We test goodwill for impairment at the reporting unit level: (i) Telecommunications and (ii) News and Advertising. The goodwill related to our Telecommunications reporting unit was recorded primarily in connection with the Cequel Acquisition in 2015 and the Cablevision Acquisition in 2016 and the goodwill related to our News and Advertising reporting unit was recorded primarily in connection with the acquisition of Cheddar Inc. in 2019.
The quantitative test for goodwill identifies potential impairment by comparing the fair value of the reporting unit with its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
We estimate the fair value of our reporting units by considering both (i) a discounted cash flow method, which is based on the present value of projected cash flows over a discrete projection period and a terminal value, which is based on the expected normalized cash flows of the reporting units following the discrete projection period, and (ii) a market approach, which includes the use of market multiples of publicly-traded companies whose services are comparable to ours. Significant judgments in estimating the fair value of our reporting units include cash flow projections and the selection of the discount rate.
The estimates and assumptions utilized in estimating the fair value of our reporting units could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific
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point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
In 2023, we elected to perform a quantitative impairment test for our reporting units. Based on this assessment, the estimated fair value of our Telecommunications reporting unit exceeded its carrying value and no impairment was recorded. However, the carrying value of our News and Advertising reporting unit exceeded its fair value resulting in an impairment charge of $163,055 primarily due to a decrease in projected cash flows resulting from an overall decline in the advertising market and an increase in the discount rate.
Indefinite-lived Cable Franchise Rights
Our indefinite-lived cable franchise rights represent agreements we have with state and local governments that allow us to construct and operate a cable business within a specified geographic area and allow us to solicit and service potential customers in the service areas defined by the agreements. We have concluded that our cable franchise rights have an indefinite useful life since there are no legal, regulatory, contractual, competitive, economic or other factors that limit the period over which these rights will contribute to our cash flows. For impairment testing purposes, we have concluded that our cable franchise rights are a single unit of account.
When the qualitative assessment is not used, or if the qualitative assessment is not conclusive, the impairment test for identifiable indefinite-lived intangible assets requires a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Estimates and assumptions utilized in estimating the fair value of our identifiable indefinite-lived intangible assets could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
Based on our qualitative assessment in the fourth quarter of 2023, we concluded that it was not more likely than not that the carrying amount of these assets exceeds its fair value.
Capitalization of Costs
Costs incurred in the construction of our cable systems, including line extensions to, and upgrade of, our HFC infrastructure and construction of the parallel FTTH infrastructure, are capitalized. This includes headend facilities and initial placement of the feeder cable to connect a customer that had not been previously connected. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities (including interest related to FTTH construction). Internal costs that are capitalized consist of salaries and benefits of our employees and a portion of facility costs, that supports the construction activities. Such costs are depreciated over the estimated life of our infrastructure and our headend facilities and related equipment (5 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs associated with the initial deployment of new customer premise equipment ("CPE") necessary to provide services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. Departmental activities supporting the connection process are capitalized based on time-weighted activity allocations of costs. These installation costs are amortized over the estimated useful lives of the CPE. The portion of departmental costs related to disconnecting services and removing CPE from a customer, costs related to connecting CPE that has been previously connected to the network, and repair and maintenance are expensed as incurred.
Recently Issued Accounting Standards
See Note 3 to the accompanying consolidated financial statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" for a discussion of recently issued accounting standards.
FY 2022 10-K MD&A
SEC filing source: 0001628280-23-004614.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
This Annual Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-K there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video and telephony customers from existing competitors (such as broadband communications companies, direct broadcast satellite ("DBS") providers, wireless data and telephony providers, and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and/or the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel FTTH network;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
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•disruptions to our networks, infrastructure and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks and similar events;
•labor shortages and supply chain disruptions;
•the impact from the COVID-19 pandemic;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions or as a result of the transactions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•the outcome of litigation, government investigations and other proceedings; and
•other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the caption "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Annual Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Annual Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
Organization of Information
Management’s Discussion and Analysis provides a narrative on the Company’s financial performance and condition that should be read in conjunction with the accompanying financial statements and accompanying notes thereto. It includes the following sections:
•Our Business
•Key Factors Impacting Operating Results and Financial Condition
•Consolidated Results of Operations
•Non-GAAP Financial Measures
•Reconciliation of CSC Holdings Results of Operations to Altice USA's Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
In this Item 7, we discuss the results of operations for the years ended December 31, 2022 and 2021 and comparisons of the 2022 results to the 2021 results. Discussions of the results of operations for the year ended December 31, 2020 and comparisons of the 2021 results to the 2020 results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed on February 16, 2022.
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Our Business
We principally provide broadband communications and video services in the United States and market our services primarily under the Optimum brand. We deliver broadband, video, and telephony services to approximately 4.9 million residential and business customers. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich hybrid-fiber coaxial ("HFC") broadband network and a fiber-to-the-home ("FTTH") network with approximately 9.5 million total passings as of December 31, 2022. Additionally, we offer news programming and advertising services and a full service mobile offering to consumers across our footprint.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business-Competition" included herein.
In March 2020, the United States declared a national emergency concerning the outbreak of COVID-19. The COVID-19 pandemic and the various governmental actions taken in response thereto significantly impacted our business, including how our customers use our products and services and how our employees provide services to our customers. Although we cannot predict how our business and future results will be impacted if the pandemic continues or if governmental authorities take action to slow or prevent an increase in the spread of COVID-19, we have and will work to adapt the environment in which we operate and continue to provide our products and services to our customers. See "Risk Factors—Our business, financial condition and results of operations may be adversely affected by the recent COVID-19 pandemic."
We derive revenue principally through monthly charges to residential customers of our broadband, video, and telephony services. We also derive revenue from DVR, VOD, pay-per-view, installation and home shopping commissions. Our residential broadband, video, and telephony services accounted for approximately 41%, 34%, and 3%, respectively, of our consolidated revenue for the year ended December 31, 2022. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and SMB customers, including broadband, telephony, networking and video services. For the year ended December 31, 2022, 15% of our consolidated revenue was derived from these business services. In addition, we derive revenues from the sale of advertising time available on the programming carried on our cable television systems, digital advertising, branded content, affiliation fees for news programming, and data analytics, which accounted for approximately 5% of our consolidated revenue for the year ended December 31, 2022. Our mobile and other revenue for the year ended December 31, 2022 accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, and acquisitions and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
Our ability to increase the number of customers to our services is significantly related to our penetration rates.
We operate in a highly competitive consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite delivered video signals, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Our competitors include AT&T, DirecTV, DISH, Frontier, Lumen Technologies, Inc., T-Mobile US, and Verizon. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business-Competition" included herein.
Our programming costs, which are the most significant component of our operating expenses, are impacted by increases in contractual rates, new channel launches, and by changes in the number of customers receiving certain programming services. We expect contractual rates to increase in the future. See "Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
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Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we expect to do so in the future. Our ongoing FTTH network build, with planned upgrades, will enable us to deliver multi-gig broadband speeds to FTTH customers in order to meet the growing data needs of residential and business customers. In addition, we have launched a full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptions or encounter other challenges to executing them as planned. See "Liquidity and Capital Resources-Capital Expenditures" for additional information regarding our capital expenditures.
Certain Transactions
The following transactions had an impact in the periods covered by this Management's Discussion and Analysis of Financial Condition and Results of Operations:
In June 2021, Lightpath completed an acquisition for a net purchase price of approximately $28,260 and the operating results of the acquired business were consolidated as of the acquisition date.
In April 2021, the Company completed its acquisition of the cable assets of Morris Broadband, LLC ("Morris Broadband") in North Carolina for approximately $312,184 and the operating results of the acquired business were consolidated as of the acquisition date.
Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring expense and other operating items (such as significant legal settlements, contractual payments for terminated employees, and impairments). See reconciliation of net income to Adjusted EBITDA below.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities.
We believe Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to the Company’s ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), and other measures of performance presented in accordance with GAAP. Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
We also use Operating Free Cash Flow (defined as Adjusted EBITDA less cash capital expenditures), and Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures) as indicators of the Company’s financial performance. We believe these measures are two of several benchmarks used by investors, analysts and peers for comparison of performance in our industry, although they may not be directly comparable to similar measures reported by other companies.
We revised our definition of Adjusted EBITDA in the fourth quarter of 2022 to exclude the impact of significant legal settlements. This revision did not impact amounts reported in prior periods.
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Results of Operations
| Altice USA | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, | Favorable (Unfavorable) | |||||||||
| 2022 | 2021 | |||||||||
| Revenue: | ||||||||||
| Residential: | ||||||||||
| Broadband | $ | 3,930,667 | $ | 3,925,089 | $ | 5,578 | ||||
| Video | 3,281,306 | 3,526,205 | (244,899) | |||||||
| Telephony | 332,406 | 404,813 | (72,407) | |||||||
| Business services and wholesale | 1,473,837 | 1,586,044 | (112,207) | |||||||
| News and advertising | 520,293 | 550,667 | (30,374) | |||||||
| Mobile | 97,679 | 84,194 | 13,485 | |||||||
| Other | 11,471 | 13,837 | (2,366) | |||||||
| Total revenue | 9,647,659 | 10,090,849 | (443,190) | |||||||
| Operating expenses: | ||||||||||
| Programming and other direct costs | 3,205,638 | 3,382,129 | 176,491 | |||||||
| Other operating expenses | 2,735,469 | 2,379,765 | (355,704) | |||||||
| Restructuring expense and other operating items | 130,285 | 17,176 | (113,109) | |||||||
| Depreciation and amortization (including impairments) | 1,773,673 | 1,787,152 | 13,479 | |||||||
| Operating income | 1,802,594 | 2,524,627 | (722,033) | |||||||
| Other income (expense): | ||||||||||
| Interest expense, net | (1,331,636) | (1,266,591) | (65,045) | |||||||
| Loss on investments, net | (659,792) | (88,898) | (570,894) | |||||||
| Gain on derivative contracts, net | 425,815 | 85,911 | 339,904 | |||||||
| Gain on interest rate swap contracts | 271,788 | 92,735 | 179,053 | |||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | (575) | (51,712) | 51,137 | |||||||
| Other income, net | 8,535 | 9,835 | (1,300) | |||||||
| Income before income taxes | 516,729 | 1,305,907 | (789,178) | |||||||
| Income tax expense | (295,840) | (294,975) | (865) | |||||||
| Net income | 220,889 | 1,010,932 | (790,043) | |||||||
| Net income attributable to noncontrolling interests | (26,326) | (20,621) | (5,705) | |||||||
| Net income attributable to Altice USA, Inc. stockholders | $ | 194,563 | $ | 990,311 | $ | (795,748) |
50
The following is a reconciliation of net income to Adjusted EBITDA and Operating Free Cash Flow:
| Altice USA | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | ||||||
| 2022 | 2021 | |||||
| Net income | $ | 220,889 | $ | 1,010,932 | ||
| Income tax expense | 295,840 | 294,975 | ||||
| Other income, net | (8,535) | (9,835) | ||||
| Gain on interest rate swap contracts | (271,788) | (92,735) | ||||
| Gain on derivative contracts, net | (425,815) | (85,911) | ||||
| Loss on investments, net | 659,792 | 88,898 | ||||
| Loss on extinguishment of debt and write-off of deferred financing costs | 575 | 51,712 | ||||
| Interest expense, net | 1,331,636 | 1,266,591 | ||||
| Depreciation and amortization | 1,773,673 | 1,787,152 | ||||
| Restructuring expense and other operating items | 130,285 | 17,176 | ||||
| Share-based compensation | 159,985 | 98,296 | ||||
| Adjusted EBITDA | 3,866,537 | 4,427,251 | ||||
| Capital expenditures (cash) | 1,914,282 | 1,231,715 | ||||
| Operating Free Cash Flow | $ | 1,952,255 | $ | 3,195,536 |
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow:
| Altice USA | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | ||||||
| 2022 | 2021 | |||||
| Net cash flows from operating activities | $ | 2,366,901 | $ | 2,854,078 | ||
| Less: Capital expenditures (cash) | 1,914,282 | 1,231,715 | ||||
| Free Cash Flow | $ | 452,619 | $ | 1,622,363 |
The following table sets forth certain customer metrics, excluding our mobile customers, for the Company (unaudited):
| December 31, | Increase (Decrease) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||
| Total passings (a) | 9,463.8 | 9,263.3 | 200.5 | |||||||
| Total customer relationships (b) | 4,879.7 | 5,014.7 | (135.0) | |||||||
| Residential | 4,498.5 | 4,632.8 | (134.3) | |||||||
| SMB | 381.2 | 381.9 | (0.7) | |||||||
| Residential customers: | ||||||||||
| Broadband | 4,282.9 | 4,386.2 | (103.3) | |||||||
| Video | 2,439.0 | 2,732.3 | (293.3) | |||||||
| Telephony | 1,764.1 | 2,005.2 | (241.1) | |||||||
| Penetration of total passings (c) | 51.6 | % | 54.1 | % | (2.5) | % | ||||
| ARPU(d) | $ | 134.76 | $ | 137.79 | $ | (3.03) | ||||
| FTTH total passings (e) | 2,158.7 | 1,171.0 | 987.8 | |||||||
| FTTH customer relationships (f) | 171.7 | 69.7 | 102.1 | |||||||
| FTTH Residential | 170.0 | 69.3 | 100.7 | |||||||
| FTTH SMB | 1.7 | 0.3 | 1.4 | |||||||
| Penetration of FTTH total passings (g) | 8.0 | % | 5.9 | % | 2.0 | % |
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(a)Represents the estimated number of single residence homes, apartments and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network. Broadband services were not available to approximately 30 thousand passings and telephony services were not available to approximately 500 thousand passings.
(b)Represents number of households/businesses that receive at least one of the Company's fixed-line services. Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our HFC and FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel. Amounts as of December 31, 2021 include 37.3 thousand customer relationships (35.1 thousand residential and 2.2 thousand SMB) that were acquired from Morris Broadband in April 2021.
(c)Represents the number of total customer relationships divided by total passings.
(d)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video and telephony services to residential customers by the average number of total residential customers for the same period.
(e)Represents the estimated number of single residence homes, apartments and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
(f)Represents number of households/businesses that receive at least one of the Company's fixed-line services on our FTTH network. FTTH customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel.
(g)Represents the number of total FTTH customer relationships divided by FTTH total passings.
52
Comparison of Results for the Year Ended December 31, 2022 to Results for the Year Ended December 31, 2021
Broadband Revenue
Broadband revenue for the years ended December 31, 2022 and 2021 was $3,930,667 and $3,925,089, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Revenue is impacted by rate increases, promotional offerings, changes in the number of customers, and changes in speed tiers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
Broadband revenue increased $5,578 for the year ended December 31, 2022 compared to the year ended December 31, 2021. The increase for the year ended December 31, 2022 was due primarily to higher average recurring broadband revenue per broadband customer, primarily driven by certain rate increases, service level changes and a decrease in certain promotional offerings, partially offset by a decrease in broadband customers.
Video Revenue
Video revenue for the years ended December 31, 2022 and 2021 was $3,281,306 and $3,526,205, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Revenue is impacted by rate increases, promotional offerings, changes in the number of customers, additional services sold to our existing customers, and changes in programming packages. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
Video revenue decreased $244,899 (7%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. The decrease was due primarily to a decline in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases.
Telephony Revenue
Telephony revenue for the years ended December 31, 2022 and 2021 was $332,406 and $404,813, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Revenue is impacted by changes in rates for services, promotional offerings, changes in the number of customers, and additional services sold to our existing customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
Telephony revenue decreased $72,407 (18%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. The decrease was due to a decline in telephony customers and lower average recurring revenue per telephony customer.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the years ended December 31, 2022 and 2021 was $1,473,837 and $1,586,044, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video and telephony services to SMB customers.
Business services and wholesale revenue decreased $112,207 (7%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. Approximately $121,553 of the decrease for the year ended December 31, 2022 was due to an early termination of a backhaul contract in 2021 which resulted in the recognition of deferred revenue and termination fees over the amended term in the prior year. Partially offsetting the decrease was an increase in SMB revenue, due primarily to higher average recurring broadband revenue per SMB customer, primarily driven by certain rate increases and service level changes, partially offset by lower SMB video and telephony revenue.
News and Advertising Revenue
News and advertising revenue for the years ended December 31, 2022 and 2021 was $520,293 and $550,667, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems (linear revenue), (ii) digital advertising, (iii) branded content, and (iv) data analytics. News and advertising revenue also includes affiliation fees for news programming.
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News and advertising revenue decreased $30,374 (6%) for the year ended December 31, 2022 compared to the year ended December 31, 2021. The decrease was primarily due to a decrease in advertising revenue from non-political linear and non-political digital advertising, partially offset by an increase in political advertising spending.
Mobile Revenue
Mobile revenue for the years ended December 31, 2022 and 2021 was $97,679 and $84,194, respectively, and relates to sales of devices and mobile services. As of December 31, 2022, we had approximately 240,000 mobile lines as compared to approximately 186,000 lines as of December 31, 2021.
Other Revenue
Other revenue for the years ended December 31, 2022 and 2021 was $11,471 and $13,837, respectively. Other revenue includes revenue from other miscellaneous revenue streams.
Programming and Other Direct Costs
Programming and other direct costs for the years ended December 31, 2022 and 2021 amounted to $3,205,638 and $3,382,129, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by increases in contractual rates, new channel launches, and by changes in the number of customers receiving certain programming services. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the costs of mobile devices sold to our customers and direct costs of providing mobile services.
The decrease of $176,491 (5%) for the year ended December 31, 2022, as compared to the prior year was primarily attributable to the following:
| Decrease in programming costs primarily due to lower video customers, partially offset by net contractual rate increases | $ | (117,213) |
|---|---|---|
| Decrease in taxes and surcharges | (24,875) | |
| Decrease in digital media and linear advertising spots for resale costs | (16,776) | |
| Decrease in franchise fee costs due to lower video revenue | (13,535) | |
| Other net decreases | (4,092) | |
| $ | (176,491) |
Programming costs
Programming costs aggregated $2,627,416 and $2,744,629 for the years ended December 31, 2022 and 2021, respectively. Our programming costs in 2023 will continue to be impacted by changes in programming rates, which we expect to increase, and by changes in the number of video customers.
Other Operating Expenses
Other operating expenses for the years ended December 31, 2022 and 2021 amounted to $2,735,469 and $2,379,765, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of activities and the utilization of contractors as compared to employees. Also, customer installation costs fluctuate as the portion of our expenses that we are able to capitalize changes. Costs associated with the initial deployment of new customer premise equipment necessary to provide broadband, video and telephony services are capitalized (asset-based). The redeployment of customer premise equipment is expensed as incurred.
54
Other operating expenses also include costs related to our call center operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
The increase in other operating expenses of $355,704 (15%) for the year ended December 31, 2022 as compared to the prior year was attributable to the following:
| Net increase in labor costs and benefits, partially offset by an increase in capitalizable activity | $ | 157,899 |
|---|---|---|
| Increase in share-based compensation costs | 61,689 | |
| Increase in repairs and maintenance costs, net of capitalizable activity, including costs to rebrand our Suddenlink services to Optimum | 54,241 | |
| Increase in marketing costs, primarily due to costs to rebrand our Suddenlink services to Optimum | 25,020 | |
| Increase in bad debt | 19,349 | |
| Other net increases, net of capitalizable activity | 37,506 | |
| $ | 355,704 |
Restructuring Expense and Other Operating Items
Restructuring expense and other operating items for the year ended December 31, 2022 amounted to $130,285, as compared to $17,176 for the year ended December 31, 2021 and comprised of the following:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Contractual payments for terminated employees | $ | 4,002 | $ | 6,227 | ||
| Facility realignment costs | 5,652 | 2,551 | ||||
| Impairment of right-of-use operating lease assets | 3,821 | 6,701 | ||||
| Transaction costs related to certain transactions not related to the Company's operations | 4,310 | 1,697 | ||||
| Litigation settlement (a) | 112,500 | — | ||||
| $ | 130,285 | $ | 17,176 |
(a)Represents the settlement amount of the Sprint litigation discussed in Note 17 to our consolidated financial statements.
We may incur additional contractual payments for terminated employee related costs and facility realignment costs in the future as we continue to analyze our organizational structure.
Depreciation and Amortization (including impairments)
Depreciation and amortization (including impairments) for the years ended December 31, 2022 and 2021 amounted to $1,773,673 and $1,787,152, respectively.
The decrease in depreciation and amortization of $13,479 (1%) for the year ended December 31, 2022 as compared to 2021 was due to lower amortization expense on intangible assets, partially offset by higher depreciation expense resulting from increased asset additions in 2022.
Adjusted EBITDA
Adjusted EBITDA amounted to $3,866,537 and $4,427,251 for the years ended December 31, 2022 and 2021, respectively.
Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization (including impairments), share-based compensation, restructuring expense and other operating items (such as significant legal settlements, contractual payments for terminated employees, and impairments). See reconciliation of net income (loss) to adjusted EBITDA above.
55
The decrease in adjusted EBITDA for the year ended December 31, 2022 as compared to the prior year was due to the decrease in revenue and an increase in operating expenses during 2022 (excluding depreciation and amortization, restructuring and other operating items and share-based compensation), as discussed above.
Operating Free Cash Flow
Operating free cash flow was $1,952,255 and $3,195,536 for the years ended December 31, 2022 and 2021, respectively. The decrease in operating free cash flow for 2022 as compared to 2021 is due to an increase in cash capital expenditures and a decrease in adjusted EBITDA.
Free Cash Flow
Free cash flow was $452,619 and $1,622,363 for the years ended December 31, 2022 and 2021, respectively. The decrease in free cash flow in 2022 as compared to 2021 is primarily due to an increase in cash capital expenditures and a decrease in cash from operating activities.
Interest expense, net
Interest expense, net was $1,331,636 and $1,266,591 for the years ended December 31, 2022 and 2021, respectively. The increase of $65,045 (5%) for the year ended December 31, 2022 as compared to the year ended December 31, 2021 was attributable to the following:
| Increase primarily due to an increase in interest rates, partially offset by a decrease in average debt balances | $ | 97,008 |
|---|---|---|
| Capitalized interest related to FTTH network construction | (15,431) | |
| Higher interest income | (3,259) | |
| Other net decreases, primarily lower amortization of deferred financing costs and original issue discounts | (13,273) | |
| $ | 65,045 |
Loss on Investments, net
Loss on investments, net for the years ended December 31, 2022 and 2021 of $659,792 and $88,898 consists primarily of the decrease in the fair value of the Comcast common stock owned by the Company. The effects of these losses are partially offset by the gains on the related equity derivative contracts, net described below.
Gain on Derivative Contracts, net
Gain on derivative contracts, net amounted to $425,815 and $85,911 for the years ended December 31, 2022 and 2021, respectively, and includes realized and unrealized gains due to the change in fair value of equity derivative contracts relating to the Comcast common stock owned by the Company. The effects of these gains are offset by losses on investment securities pledged as collateral, which are included in loss on investments, net discussed above.
Gain on Interest Rate Swap Contracts
Gain on interest rate swap contracts amounted to $271,788 and $92,735 for the years ended December 31, 2022 and 2021, respectively. These amounts represent the change in the fair value of interest rate swap contracts. These swap contracts are not designated as hedges for accounting purposes.
Loss on Extinguishment of Debt and Write-off of Deferred Financing Costs
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $575 and $51,712 for the years ended December 31, 2022 and 2021, respectively.
56
The following table provides a summary of the loss on extinguishment of debt and the write-off of deferred financing costs recorded by the Company:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Repayment of CSC Holdings 5.500% Senior Guaranteed Notes due 2026 | $ | — | $ | 51,712 | ||
| Refinancing of Term Loan B and Incremental Term Loan B-3 | 575 | — | ||||
| $ | 575 | $ | 51,712 |
Other Income, Net
Other income, net amounted to $8,535 and $9,835 for the years ended December 31, 2022 and 2021, respectively. These amounts include the non-service benefit (cost) components of the Company's pension plans of ($1,908) and $3,860, for the years ended December 31, 2022 and 2021, respectively, and dividends received on Comcast common stock owned by the Company.
Income Tax Expense
The Company recorded income tax expense of $295,840 for the year ended December 31, 2022, resulting in an effective tax rate of 57% which is higher than the U.S. federal statutory tax rate of 21%. The primary difference between the effective tax rate and the statutory tax rate is due to nondeductible officer’s and share-based compensation expense, state income taxes, net of the federal benefit, a revaluation of state deferred taxes primarily due to certain changes to the state tax rates used to measure the Company’s deferred tax liabilities, and certain other non-deductible expenses.
During the fourth quarter of 2022, the New York State Division of Tax Appeals published a decision for Charter Communications, Inc. versus New York State whereby it concluded that each corporation in a combined reporting group would have to separately qualify as a qualified emerging technology company (“QETC”) to use the preferential QETC tax rate. As the Company had been historically using the QETC rate at the combined reporting group level, it recorded a cumulative income tax expense of $157,300 that included both a revaluation of state deferred taxes and an increase to the Company's uncertain tax positions reserve for tax years 2017 through 2022 based on this published decision.
The Company recorded income tax expense of $294,975 for the year ended December 31, 2021, resulting in an effective tax rate of 23% which is higher than the U.S. federal statutory tax rate of 21%. The primary difference between the effective tax rate and the statutory tax rate is due to nondeductible officer’s and share-based compensation expense, state income taxes, net of the federal benefit, a revaluation of state deferred taxes primarily due to certain changes to the state tax rates used to measure the Company’s deferred tax liabilities, a tax benefit associated with internal restructuring and opportunity zone related investments, and certain other non-deductible expenses.
57
CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Altice USA, except for the following:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| (in thousands) | ||||||
| Net income attributable to Altice USA stockholders | $ | 194,563 | $ | 990,311 | ||
| Less: items included in Altice USA's consolidated statements of operations: | ||||||
| Income tax expense (benefit) | 3,688 | (2,135) | ||||
| Net income attributable to CSC Holdings' sole member | $ | 198,251 | $ | 988,176 |
The following is a reconciliation of CSC Holdings' net income to Adjusted EBITDA and Operating Free Cash Flow:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Net income | $ | 224,577 | $ | 1,008,797 | ||
| Income tax expense | 292,152 | 297,110 | ||||
| Other income, net | (8,535) | (9,835) | ||||
| Gain on interest rate swap contracts, net | (271,788) | (92,735) | ||||
| Gain on derivative contracts, net | (425,815) | (85,911) | ||||
| Loss on investments, net | 659,792 | 88,898 | ||||
| Loss on extinguishment of debt and write-off of deferred financing costs | 575 | 51,712 | ||||
| Interest expense, net | 1,331,636 | 1,266,591 | ||||
| Depreciation and amortization | 1,773,673 | 1,787,152 | ||||
| Restructuring expense and other operating items | 130,285 | 17,176 | ||||
| Share-based compensation | 159,985 | 98,296 | ||||
| Adjusted EBITDA | $ | 3,866,537 | 4,427,251 | |||
| Capital expenditures (cash) | 1,914,282 | 1,231,715 | ||||
| Operating Free Cash Flow | $ | 1,952,255 | $ | 3,195,536 |
Refer to Altice USA's Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2022 | 2021 | |||||
| Net cash flows from operating activities | $ | 2,366,901 | $ | 2,823,934 | ||
| Capital expenditures (cash) | 1,914,282 | 1,231,715 | ||||
| Free Cash Flow | $ | 452,619 | $ | 1,592,219 |
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LIQUIDITY AND CAPITAL RESOURCES
Altice USA has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities and syndicated term loans. We target a year-end leverage ratio of 4.5x to 5.0x for CSC Holdings over time. We calculate our CSC Holdings net leverage ratio as net debt to L2QA EBITDA (Adjusted EBITDA for the two most recent consecutive fiscal quarters multiplied by 2.0).
We expect to utilize free cash flow and availability under the CSC Holdings revolving credit facility, as well as future refinancing transactions, to further extend the maturities of, or reduce the principal on, our debt obligations. The timing and terms of any refinancing transactions will be subject to, among other factors, market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from other borrowings to repay the outstanding debt securities through open market purchases, privately negotiated purchases, tender offers, or redemptions.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings revolving credit facility will provide adequate funds to support our current operating plan, make planned capital expenditures and fulfill our debt service requirements for the next twelve months. However, our ability to fund our operations, make planned capital expenditures, make scheduled payments on our indebtedness and repay our indebtedness depends on our future operating performance and cash flows and our ability to access the capital markets, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe amounts available under the CSC Holdings revolving credit facility will be available when, and if, needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions. The obligations of the financial institutions under the revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
In the longer term, we may not be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we could be dependent upon our continued access to the capital and credit markets to issue additional debt or equity or refinance existing debt obligations. We intend to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing or eliminating stock repurchases and discretionary uses of cash.
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Debt Outstanding
The following table summarizes the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of December 31, 2022, as well as interest expense for the year ended December 31, 2022.
| CSC Holdings Restricted Group | Lightpath | Other Unrestricted Entities | Altice USA/CSC Holdings | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt outstanding: | ||||||||||||||
| Credit facility debt | $ | 8,488,017 | $ | 575,478 | $ | — | $ | 9,063,495 | ||||||
| Senior guaranteed notes | 7,638,443 | — | — | 7,638,443 | ||||||||||
| Senior secured notes | — | 443,046 | — | 443,046 | ||||||||||
| Senior notes | 6,916,148 | 408,090 | — | 7,324,238 | ||||||||||
| Subtotal | 23,042,608 | 1,426,614 | — | 24,469,222 | ||||||||||
| Finance lease obligations | 244,595 | — | — | 244,595 | ||||||||||
| Notes payable and supply chain financing | 127,635 | — | — | 127,635 | ||||||||||
| Subtotal | 23,414,838 | 1,426,614 | — | 24,841,452 | ||||||||||
| Collateralized indebtedness relating to stock monetizations (a) | — | — | 1,746,281 | 1,746,281 | ||||||||||
| Total debt | $ | 23,414,838 | $ | 1,426,614 | $ | 1,746,281 | $ | 26,587,733 | ||||||
| Interest expense: | ||||||||||||||
| Credit facility debt, senior notes, finance leases, notes payable and supply chain financing | $ | 1,180,422 | $ | 76,357 | $ | — | $ | 1,256,779 | ||||||
| Collateralized indebtedness relating to stock monetizations (a) | — | — | 78,276 | 78,276 | ||||||||||
| Total interest expense | $ | 1,180,422 | $ | 76,357 | $ | 78,276 | $ | 1,335,055 |
(a)This indebtedness was collateralized by shares of Comcast common stock. In January 2023 we settled this debt by delivering the Comcast shares we held and the related equity derivative contracts resulting in the receipt of cash of approximately $50,500.
See Note 11 to our consolidated financial statements for further information regarding our outstanding debt.
Payment Obligations Related to Debt
As of December 31, 2022, total amounts payable by us in connection with our outstanding obligations, including related interest, as well as notes payable and supply chain financing, and the value deliverable at maturity under monetization contracts, but excluding finance lease obligations are as follows (see Note 9 to our consolidated financial statements):
| CSC Holdings Restricted Group | Lightpath | Other Unrestricted Entities (a) | Altice USA/ CSC Holdings | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $ | 1,519,076 | $ | 84,918 | $ | 1,776,378 | $ | 3,380,372 | ||||||
| 2024 | 2,119,783 | 84,791 | — | 2,204,574 | ||||||||||
| 2025 (b) | 4,356,212 | 84,263 | — | 4,440,475 | ||||||||||
| 2026 | 1,622,150 | 80,079 | — | 1,702,229 | ||||||||||
| 2027 | 5,063,343 | 1,103,294 | — | 6,166,637 | ||||||||||
| Thereafter (c) | 15,929,320 | 438,344 | — | 16,367,664 | ||||||||||
| Total | $ | 30,609,884 | $ | 1,875,689 | $ | 1,776,378 | $ | 34,261,951 |
(a)Includes $1,776,378 related to the Company's collateralized indebtedness and related interest. This indebtedness is collateralized by shares of Comcast common stock. In January 2023, the Company settled this debt by delivering shares of Comcast common stock and the related equity derivative contracts.
(b)Includes $1,575,000 principal amount and related interest related to the CSC Holdings' revolving credit facility that is due on the earlier of (i) July 13, 2027 and (ii) April 17, 2025 if, as of such date, any Term Loan B borrowings are still outstanding, unless the Term Loan B maturity date has been extended to a date falling after July 13, 2027.
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(c)Includes $2,001,942 principal amount related to the CSC Holdings' Incremental Term Loan B-6 that is due on the earlier of (i) January 15, 2028 and (ii) April 15, 2027 if, as of such date, any Incremental Term Loan B-5 borrowings are still outstanding, unless the Incremental Term Loan B-5 maturity date has been extended to a date falling after January 15, 2028.
CSC Holdings Restricted Group
For financing purposes, the Company is structured as a restricted group (the "Restricted Group") and an unrestricted group, which includes certain designated subsidiaries and investments (the "Unrestricted Group"). The CSC Holdings Restricted Group is comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries, excluding Lightpath which became an unrestricted subsidiary in September 2020. These subsidiaries are subject to the covenants and restrictions of the credit facility and indentures governing the notes issued by CSC Holdings.
Sources of cash for the Restricted Group include primarily cash flow from the operations of the businesses in the Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of its digital broadband, video and telephony services, including costs to build our FTTH network; debt service; distributions made to its parent to fund share repurchases; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facility
In October 2015, a wholly-owned subsidiary of Altice USA, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 ($1,535,842 outstanding at December 31, 2022) (the "CSC Term Loan Facility", and the term loans extended under the CSC Term Loan Facility, the "CSC Term Loans") and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($1,575,000 outstanding at December 31, 2022) (the "CSC Revolving Credit Facility" and, together with the CSC Term Loan Facility, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In October 2018, CSC Holdings entered into a $1,275,000 ($527,014 outstanding at December 31, 2022) incremental term loan facility (the “Incremental Term Loan B-3”) and in October 2019, CSC Holdings entered into a $3,000,000 ($2,917,500 outstanding at December 31, 2022) incremental term loan facility ("Incremental Term Loan B-5") under its existing credit facilities agreement.
In July 2022, CSC Holdings entered into an amendment to its CSC Revolving Credit Facility that provided for, among other things, an extended maturity date of July 13, 2027 and in December 2022, CSC Holdings entered into a $2,001,942 incremental term loan facility (the "Incremental Term Loan B-6") under the CSC Holdings Credit Facilities Agreement.
During the year ended December 31, 2022, CSC Holdings borrowed $2,315,000 under its revolving credit facility and repaid $1,640,000 of amounts outstanding under the revolving credit facility.
See Note 11 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
Senior Guaranteed Notes and Senior Notes
See Note 11 of our consolidated financial statements for further details of the Company’s outstanding senior guaranteed notes and senior notes.
As of December 31, 2022, CSC Holdings was in compliance with applicable financial covenants under its credit facility and with applicable financial covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
Lightpath Credit Facility
In November 2020, Lightpath entered into a credit agreement which provides a term loan in an aggregate principal amount of $600,000 ($588,000 outstanding at December 31, 2022) and revolving loan commitments in an aggregate principal amount of $100,000. As of December 31, 2022, there were no borrowings outstanding under the Lightpath
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revolving credit facility. See Note 11 to our consolidated financial statements for further information regarding the Lightpath credit agreement.
As of December 31, 2022, Lightpath was in compliance with applicable financial covenants under its credit agreement and with applicable financial covenants under each respective indenture by which its senior secured notes and senior notes were issued.
Lightpath Interest Rate Swap Contract
Lightpath entered into an interest rate swap contract, effective April 2022, on a notional amount of $300,000, whereby Lightpath pays interest of 2.161% through December 2026 and receives interest based on the one-month LIBOR rate. This swap contract is not designated as a hedge for accounting purposes. Accordingly, the changes in the fair value of this interest rate swap contract are recorded through the statement of operations.
Capital Expenditures
The following table presents the Company's capital expenditures:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Customer premise equipment | $ | 316,175 | $ | 227,280 | ||
| Network infrastructure | 1,153,860 | 642,545 | ||||
| Support and other | 270,149 | 235,314 | ||||
| Business services | 174,098 | 126,576 | ||||
| Capital purchases (cash basis) | 1,914,282 | 1,231,715 | ||||
| Right-of-use assets acquired in exchange for finance lease obligations | 160,542 | 145,047 | ||||
| Notes payable issued to vendor for the purchase of equipment and other assets | 132,452 | 89,898 | ||||
| Change in accrued and unpaid purchases and other | 169,227 | 129,020 | ||||
| Capital purchases (accrual basis) | $ | 2,376,503 | $ | 1,595,680 |
Customer premise equipment includes expenditures for set-top boxes, cable modems, routers and other equipment that is placed in a customer's home, as well as installation costs for placing assets into service. Network infrastructure includes: (i) scalable infrastructure, such as headend equipment, (ii) line extensions, such as FTTH and fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering, and (iii) upgrade and rebuild, including costs to modify or replace existing fiber/coaxial cable networks, including enhancements. Support and other capital expenditures includes costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities and office equipment. Business services capital expenditures include primarily equipment, installation, support, and other costs related to our fiber based telecommunications business serving primarily enterprise customers.
Cash Flow Discussion
Altice USA
Operating Activities
Net cash provided by operating activities amounted to $2,366,901 and $2,854,078 for the years ended December 31, 2022, and 2021, respectively.
The decrease in cash provided by operating activities of $487,177 in 2022 as compared to 2021 resulted from a decrease in net income before depreciation and amortization and other non-cash items of $561,762, partially offset by an increase of $74,585 due to changes in working capital (including an increase in interest payments of $69,659 and a decrease in tax payments of $9,627), as well as the timing of payments and collections of accounts receivable, among other items.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2022 and 2021 was $1,921,510 and $1,573,603, respectively.
The 2022 investing activities consisted primarily of capital expenditures of $1,914,282.
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The 2021 investing activities consisted primarily of capital expenditures of $1,231,715, and payment for acquisitions, net of cash acquired of $340,444.
Financing Activities
Net cash used in financing activities amounted to $335,906 and $1,362,524 for the years ended December 31, 2022 and 2021.
In 2022, the Company's financing activities consisted primarily of the repayment of debt of $4,469,727, and principal payments on finance lease obligations of $134,682, partially offset by net proceeds from long-term debt of $4,276,903.
In 2021, the Company's financing activities consisted primarily of the repayment of debt of $4,870,108, the purchase of common stock pursuant to a share repurchase program of $804,928, principal payments on finance lease obligations of $85,949, repayment of collateralized indebtedness and related derivative contracts, net of $185,105 and other net cash payments of $11,539, partially offset by net proceeds from long-term debt of $4,410,000 and proceeds from collateralized indebtedness and related derivative contracts, net of $185,105.
CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $2,366,901 and $2,823,934 for the years ended December 31, 2022 and 2021, respectively.
The decrease in cash provided by operating activities of $457,033 in 2022 as compared to 2021 resulted from a decrease in income from continuing operations before depreciation and amortization and other non-cash items of $558,119, partially offset by an increase of $101,086 due to changes in working capital (including an increase in interest payments of $69,659 and a decrease in tax payments of $9,627, as well as the timing of payments and collections of accounts receivable, among other items).
Investing Activities
Net cash used in investing activities for the years ended December 31, 2022 and 2021 was $1,921,510 and $1,573,603, respectively.
The 2022 investing activities consisted primarily of capital expenditures of $1,914,282.
The 2021 investing activities consisted primarily of capital expenditures of $1,231,715 and payments for acquisitions, net of cash acquired of $340,444.
Financing Activities
Net cash used in financing activities amounted to $333,356 and $1,334,453 for the years ended December 31, 2022 and 2021, respectively.
In 2022, the Company's financing activities consisted primarily of the repayment of long-term debt of $4,469,727, and principal payments on finance lease obligations of $134,682, partially offset by net proceeds from long-term debt of $4,276,903.
In 2021, the Company's financing activities consisted primarily of the repayment of long-term debt of $4,870,108, distribution to parent of $763,435, principal payments on finance lease obligations of $85,949, repayment of collateralized indebtedness and related derivative contracts, net of $185,105 and other net cash payments of $24,961, partially offset by net proceeds from long-term debt of $4,410,000 and proceeds from collateralized indebtedness and related derivative contracts, net of $185,105.
Contractual Obligations and Off Balance Sheet Commitments
Our contractual obligations as of December 31, 2022 consist primarily of our debt obligations, purchase obligations which primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services, operating and finance lease obligations, outstanding letters of credit, and guarantees. Note 11 to our consolidated financial statements contains further information regarding our debt obligations, Note 17 contains information regarding our off-balance sheet obligations and Note 9 contains information regarding our leases.
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Share Repurchase Program
In June 2018, the Board of Directors of Altice USA authorized a share repurchase program of $2,000,000, and on July 30, 2019, the Board of Directors authorized a new incremental three-year share repurchase program of $5,000,000 that took effect following the completion in August 2019 of the $2,000,000 repurchase program. In November 2020, the Board of Directors authorized an additional $2,000,000 of share repurchases, bringing the total amount of cumulative share repurchases authorized to $9,000,000. Under these repurchase programs, shares of Altice USA Class A common stock may be purchased from time to time in the open market and may include trading plans entered into with one or more brokerage firms in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Size and timing of these purchases will be determined based on market conditions and other factors.
On November 23, 2020, the Company commenced a modified "Dutch auction" tender offer (the "Tender Offer") to purchase up to $2,500,000 in value of shares of its Class A Common Stock, at a price not greater than $36.00 per share nor less than $32.25 per share . The Tender Offer expired on December 21, 2020. On December 21, 2020, the Company accepted for purchase 64,613,479 shares of its Class A Common Stock, at a price of $36.00 per share, plus related fees, for an aggregate purchase price of $2,326,949. The aggregate purchase price of these shares (including the fees relating to the Tender Offer), is reflected in stockholders' equity (deficiency) in the consolidated balance sheet of Altice USA as of December 31, 2020.
For the year ended December 31, 2022, Altice USA did not repurchase any shares. For the years ended December 31, 2021 and 2020, Altice USA repurchased an aggregate of 23,593,728 and 161,216,653 shares, respectively, for a total purchase price of approximately $804,928 and $4,816,895, respectively. These acquired shares were retired and the cost of these shares was recorded in stockholders' equity (deficiency) in the consolidated balance sheet of Altice USA. From inception through December 31, 2022, Altice USA repurchased an aggregate of 285,507,773 shares for a total purchase price of approximately $7,808,698. As of December 31, 2022, Altice USA had approximately $1,191,302 of availability remaining under the incremental share repurchase program.
Managing our Interest Rate and Equity Price Risk
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion regarding interest rate risk and equity price risk.
Critical Accounting Policies and Estimates
In preparing its financial statements, the Company is required to make certain estimates, judgments and assumptions that it believes are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
We believe that the application of the following accounting policy requires significant estimates and is the most critical to aid in fully understanding and evaluating our reported financial results:
Plant and Equipment
Costs incurred in the construction of the Company's cable systems, including line extensions to, and upgrade of, the Company's HFC infrastructure and construction of the parallel FTTH infrastructure, are capitalized. This includes headend facilities and initial placement of the feeder cable to connect a customer that had not been previously connected. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities (including interest related to FTTH construction). The internal costs that are capitalized consist of salaries and benefits of the Company's employees and the portion of facility costs, including rent, taxes, insurance and utilities, that supports the construction activities. These costs are depreciated over the estimated life of the plant (10 to 25 years) and headend facilities (5 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs associated with the initial deployment of new customer premise equipment ("CPE") necessary to provide broadband, video and telephony services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. The departmental activities supporting the connection process are tracked through specific metrics, and the portion of departmental costs that is capitalized is determined through a time weighted activity allocation of costs incurred based on time studies used to estimate the average time spent on each activity. These installation costs are amortized over the estimated useful lives of the CPE necessary to provide broadband, video and telephony services. The portion of departmental costs related to disconnecting services and removing CPE from a customer, costs related to connecting CPE that has been previously connected to the network, and repair and maintenance are expensed as incurred.
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Recently Issued Accounting Standards
See Note 3 to the accompanying consolidated financial statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" for a discussion of recently issued accounting standards.
FY 2021 10-K MD&A
SEC filing source: 0001628280-22-002873.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
This Annual Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-K there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans" and similar words and terms used in the discussion of future operating results, future financial performance and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video and telephony customers from existing competitors (such as broadband communications companies, direct broadcast satellite ("DBS") providers, wireless data and telephony providers, and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and/or the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel FTTH network, and deploy Altice One, our home communications platform;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
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•disruptions to our networks, infrastructure and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks and similar events;
•labor shortages and supply chain disruptions;
•the impact from the COVID-19 pandemic;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions or as a result of the transactions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•the outcome of litigation, government investigations and other proceedings; and
•other risks and uncertainties inherent in our cable and other broadband communications businesses and our other businesses, including those listed under the caption "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Annual Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Annual Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
Organization of Information
Management’s Discussion and Analysis provides a narrative on the Company’s financial performance and condition that should be read in conjunction with the accompanying financial statements and accompanying notes thereto. It includes the following sections:
•Our Business
•Key Factors Impacting Operating Results and Financial Condition
•Consolidated Results of Operations
•Non-GAAP Financial Measures
•Reconciliation of CSC Holdings Results of Operations to Altice USA's Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
In this Item 7, we discuss the results of operations for the years ended December 31, 2021 and 2020 and comparisons of the 2021 results to the 2020 results. Discussions of the results of operations for the year ended December 31, 2019 and comparisons of the 2020 results to the 2019 results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed on February 12, 2021.
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Our Business
We principally provide broadband communications and video services in the United States and market our services primarily under two brands: Optimum, primarily in the New York metropolitan area, and Suddenlink, principally in markets in the south-central United States. We deliver broadband, video, telephony, and mobile services to more than five million residential and business customers. Our footprint extends across 21 states through a fiber-rich hybrid-fiber coaxial ("HFC") broadband network and a FTTH network with approximately 9.3 million total passings as of December 31, 2021. Additionally, we offer news programming and content, advertising services, as well as a full service mobile offering, to consumers across our footprint.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business-Competition" included herein.
In March 2020, the United States declared a national emergency concerning the outbreak of COVID-19. Since then, there have been extraordinary and wide-ranging actions taken by federal, state and local governmental authorities to contain and combat the outbreak and spread of the virus and new variants, including lockdowns, social distancing directives and testing and vaccine mandates. While certain government regulations and mandates have eased and COVID-19 vaccines have become broadly available in certain areas, governmental authorities are continuing to monitor the situation and take carious actions in an effort to slow or prevent an increase in the spread of COVID-19.
The COVID-19 pandemic significantly impacted our business, including how our customers use our products and services and how our employees provide services to our customers. Although the ultimate impact of the pandemic on our business cannot be predicted, and we cannot predict how our future results may be impacted if the pandemic continues, we have and will continue to provide our telecommunications services to our customers and work to adapt the environment in which we operate. See "Risk Factors - Our business, financial condition and results of operations may be adversely affected by the recent COVID-19 pandemic."
We derive revenue principally through monthly charges to residential customers of our broadband, video, and telephony services. We also derive revenue from DVR, VOD, pay-per-view, installation and home shopping commissions. Our residential broadband, video, and telephony services accounted for approximately 39%, 35%, and 4%, respectively, of our consolidated revenue for the year ended December 31, 2021. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and SMB customers, including broadband, telephony, networking and video services. For the year ended December 31, 2021, 16% of our consolidated revenue was derived from these business services. In addition, we derive revenues from the sale of advertising time available on the programming carried on our cable television systems, digital advertising, branded content, affiliation fees for news programming, and data analytics, which accounted for approximately 5% of our consolidated revenue for the year ended December 31, 2021. Our mobile and other revenue for the year ended December 31, 2021 accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in the number of customers to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, and acquisitions and construction of cable systems that result in the addition of new customers.
Our ability to increase the number of customers to our services is significantly related to our penetration rates.
We operate in a highly competitive consumer-driven industry and we compete against a variety of broadband, video and telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-delivered video signals, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Our competitors include AT&T and its DirecTV subsidiary, Lumen, DISH, Frontier and Verizon. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business-Competition" included herein.
Our programming costs, which are the most significant component of our operating expenses, have increased and are expected to continue to increase primarily as a result of contractual rate increases. See "Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
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Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we may continue to do so in the future. Our ongoing FTTH network build, with planned upgrades, will enable us to deliver Multi-Gig broadband speeds to meet the growing data needs of residential and business customers. In addition, we launched our full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptions or encounter other challenges to executing them as planned. See "Liquidity and Capital Resources-Capital Expenditures" for additional information regarding our capital expenditures.
Certain Transactions
The following transactions had an impact in the periods covered by this Management's Discussion and Analysis of Financial Condition and Results of Operations:
In June 2021, Lightpath completed an acquisition for a net purchase price of approximately $28,260 and the operating results of the acquired business were consolidated as of the acquisition date.
In April 2021, the Company completed its acquisition of the cable assets of Morris Broadband, LLC ("Morris Broadband") in North Carolina for approximately $312,184 and the operating results of the acquired business were consolidated as of the acquisition date.
In December 2020, the Company completed the sale of a 49.99% interest in its Lightpath fiber enterprise business based on an implied enterprise value of $3,200,000. The Company retained a 50.01% interest in the Lightpath business and maintained control of Lightpath, the entity holding the interest in the Lightpath business. Accordingly, the Company continues to consolidate the operating results of the Lightpath business.
On July 14, 2020, the Company completed its acquisition of certain cable assets in New Jersey for approximately $149,973 and the operating results of the acquired business were consolidated as of the acquisition date.
Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, interest income, depreciation and amortization (including impairments), share-based compensation expense or benefit, restructuring expense or credits, and transaction expenses.
We believe Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to the Company’s ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), and other measures of performance presented in accordance with GAAP. Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
We also use Operating Free Cash Flow (defined as Adjusted EBITDA less cash capital expenditures), and Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures) as indicators of the Company’s financial performance. We believe these measures are two of several benchmarks used by investors, analysts and peers for comparison of performance in the Company’s industry, although they may not be directly comparable to similar measures reported by other companies.
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Results of Operations
| Altice USA | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, | Favorable (Unfavorable) | |||||||||
| 2021 | 2020 | |||||||||
| Revenue: | ||||||||||
| Residential: | ||||||||||
| Broadband | $ | 3,925,089 | $ | 3,689,159 | $ | 235,930 | ||||
| Video | 3,526,205 | 3,670,859 | (144,654) | |||||||
| Telephony | 404,813 | 468,777 | (63,964) | |||||||
| Business services and wholesale | 1,586,044 | 1,454,532 | 131,512 | |||||||
| News and advertising | 550,667 | 519,205 | 31,462 | |||||||
| Mobile | 84,194 | 78,127 | 6,067 | |||||||
| Other | 13,837 | 13,983 | (146) | |||||||
| Total revenue | 10,090,849 | 9,894,642 | 196,207 | |||||||
| Operating expenses: | ||||||||||
| Programming and other direct costs | 3,382,129 | 3,340,442 | (41,687) | |||||||
| Other operating expenses | 2,379,765 | 2,264,473 | (115,292) | |||||||
| Restructuring and other expense | 17,176 | 91,073 | 73,897 | |||||||
| Depreciation and amortization (including impairments) | 1,787,152 | 2,083,365 | 296,213 | |||||||
| Operating income | 2,524,627 | 2,115,289 | 409,338 | |||||||
| Other income (expense): | ||||||||||
| Interest expense, net | (1,266,591) | (1,350,341) | 83,750 | |||||||
| Gain (loss) on investments and sale of affiliate interests, net | (88,898) | 320,061 | (408,959) | |||||||
| Gain (loss) on derivative contracts, net | 85,911 | (178,264) | 264,175 | |||||||
| Gain (loss) on interest rate swap contracts | 92,735 | (78,606) | 171,341 | |||||||
| Loss on extinguishment of debt and write-off of deferred financing costs | (51,712) | (250,489) | 198,777 | |||||||
| Other income, net | 9,835 | 5,577 | 4,258 | |||||||
| Income before income taxes | 1,305,907 | 583,227 | 722,680 | |||||||
| Income tax expense | (294,975) | (139,748) | (155,227) | |||||||
| Net income | 1,010,932 | 443,479 | 567,453 | |||||||
| Net income attributable to noncontrolling interests | (20,621) | (7,296) | (13,325) | |||||||
| Net income attributable to Altice USA, Inc. stockholders | $ | 990,311 | $ | 436,183 | $ | 554,128 |
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The following is a reconciliation of net income to Adjusted EBITDA and Operating Free Cash Flow:
| Altice USA | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | ||||||
| 2021 | 2020 | |||||
| Net income | $ | 1,010,932 | $ | 443,479 | ||
| Income tax expense | 294,975 | 139,748 | ||||
| Other income, net | (9,835) | (5,577) | ||||
| Loss (gain) on interest rate swap contracts | (92,735) | 78,606 | ||||
| Loss (gain) on derivative contracts, net | (85,911) | 178,264 | ||||
| Loss (gain) on investments and sales of affiliate interests, net | 88,898 | (320,061) | ||||
| Loss on extinguishment of debt and write-off of deferred financing costs | 51,712 | 250,489 | ||||
| Interest expense, net | 1,266,591 | 1,350,341 | ||||
| Depreciation and amortization | 1,787,152 | 2,083,365 | ||||
| Restructuring and other expense | 17,176 | 91,073 | ||||
| Share-based compensation | 98,296 | 125,087 | ||||
| Adjusted EBITDA | 4,427,251 | 4,414,814 | ||||
| Capital Expenditures (cash) | 1,231,715 | 1,073,955 | ||||
| Operating Free Cash Flow | $ | 3,195,536 | $ | 3,340,859 |
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow:
| Altice USA | ||||||
|---|---|---|---|---|---|---|
| Years Ended December 31, | ||||||
| 2021 | 2020 | |||||
| Net cash flows from operating activities | $ | 2,854,078 | $ | 2,980,164 | ||
| Less: Capital Expenditures (cash) | 1,231,715 | 1,073,955 | ||||
| Free Cash Flow | $ | 1,622,363 | $ | 1,906,209 |
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The following table sets forth certain customer metrics for the Company (unaudited):
| December 31, | Increase (Decrease) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 (f) | 2020 (f) | |||||||||
| Total passings (a) | 9,263.3 | 9,034.1 | 229.2 | |||||||
| Total customer relationships (b)(c)(g) | 5,014.7 | 5,024.6 | (9.9) | |||||||
| Residential (g) | 4,632.8 | 4,648.4 | (15.6) | |||||||
| SMB (g) | 381.9 | 376.1 | 5.8 | |||||||
| Residential customers: | ||||||||||
| Broadband (g) | 4,386.2 | 4,359.2 | 27.0 | |||||||
| Video (g) | 2,732.3 | 2,961.0 | (228.7) | |||||||
| Telephony (g) | 2,005.2 | 2,214.0 | (208.8) | |||||||
| Penetration of total passings (d) | 54.1 | % | 55.6 | % | (1.5) | % | ||||
| ARPU(e)(h) | $ | 137.79 | $ | 140.09 | $ | (2.30) | ||||
| FTTH total passings (i) | 1,171.0 | 900.1 | 270.9 | |||||||
| FTTH customer relationships (j)(k) | 69.7 | 26.1 | 43.6 | |||||||
| FTTH Residential | 69.3 | 26.1 | 43.2 | |||||||
| FTTH SMB | 0.3 | — | 0.3 | |||||||
| Penetration of FTTH total passings (l) | 5.9 | % | 2.9 | % | 3.0 | % |
(a)Represents the estimated number of single residence homes, apartments and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network. Broadband services were not available to approximately 30 thousand passings and telephony services were not available to approximately 500 thousand passings. Amounts as of December 31, 2021 include approximately 89 thousand total passings that were acquired from Morris Broadband in April 2021.
(b)Represents number of households/businesses that receive at least one of the Company's fixed-line services.
(c)Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our HFC and FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel. Amounts as of December 31, 2021 include 37.3 thousand customer relationships (35.1 thousand residential and 2.2 thousand SMB) that were acquired from Morris Broadband in April 2021.
(d)Represents the number of total customer relationships divided by total passings.
(e)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video and telephony services to residential customers by the average number of total residential customers for the same period.
(f)Customer metrics do not include mobile customers.
(g)Customer metrics as of December 31, 2020 include certain customers impacted by storms in Louisiana that had not yet been disconnected for non-payment (see table below).
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| Total customer relationships | 10.3 | |
|---|---|---|
| Residential | 9.2 | |
| SMB | 1.1 | |
| Residential customers: | ||
| Broadband | 8.7 | |
| Video | 4.8 | |
| Telephony | 2.0 |
(h)ARPU for the December 31, 2020 period reflects a reduction of $1.26 due to credits that we anticipated to be issued to video customers as a result of credits the Company expected to receive from certain sports programming networks whereby the minimum number of events were not delivered pursuant to the contractual agreements with the networks and related franchise fees.
(i)Represents the estimated number of single residence homes, apartments and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
(j)Represents number of households/businesses that receive at least one of the Company's fixed-line services on our FTTH network.
(k)FTTH customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel.
(l)Represents the number of total FTTH customer relationships divided by FTTH total passings.
Comparison of Results for the Year Ended December 31, 2021 to Results for the Year Ended December 31, 2020
Broadband Revenue
Broadband revenue for the years ended December 31, 2021 and 2020 was $3,925,089 and $3,689,159, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Revenue is impacted by rate increases, changes in the number of customers, including additional services sold to our existing subscribers, and changes in speed tiers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
Broadband revenue increased $235,930 (6%) for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was due primarily to higher average recurring broadband revenue per broadband customer, primarily driven by certain rate increases and service level changes, and an increase in broadband customers, as well as customer credits issued in 2020 for service outages following certain storms that occurred in 2020.
Video Revenue
Video revenue for the years ended December 31, 2021 and 2020 was $3,526,205 and $3,670,859, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Revenue is impacted by rate increases, changes in the number of customers, including additional services sold to our existing customers, and changes in programming packages. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers. Video revenue for the year ended December 31, 2020 included estimated credits of approximately $94,300 expected to be issued to customers as a result of $90,100 of credits the Company expected to receive from certain sports programming networks whereby the minimum number of events were not delivered pursuant to the contractual agreements with the networks and related franchise fees (“RSN Credits”).
Video revenue decreased $144,654 (4%) for the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease was due primarily to a decline in video customers and lower pay-per-view and
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video-on-demand revenue. The decrease in video revenue was partially offset by the RSN Credits recorded in 2020, higher average recurring video revenue per video customer, primarily driven by certain rate increases, and customer credits issued in 2020 for service outages following certain storms that occurred in 2020.
Telephony Revenue
Telephony revenue for the years ended December 31, 2021 and 2020 was $404,813, and $468,777, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Revenue is impacted by changes in rates for services, changes in the number of customers, and additional services sold to our existing customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
Telephony revenue decreased $63,964 (14%) for the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease was due to a decline in telephony customers and lower average recurring telephony revenue per telephony customer, partially offset by customer credits issued in 2020 for service outages following certain storms that occurred in 2020.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the years ended December 31, 2021 and 2020 was $1,586,044 and $1,454,532, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video and telephony services to SMB customers. Business services and wholesale revenue for the year ended December 31, 2020 included estimated RSN Credits of approximately $2,900 expected to be issued to customers.
Business services and wholesale revenue increased $131,512 (9%) for the year ended December 31, 2021 compared to the year ended December 31, 2020. Approximately $100,100 of the increase in 2021 was due to an early termination of a backhaul contract for air strands that resulted in the recognition of deferred revenue and termination fees over the amended term. The increase was also attributable to higher average recurring broadband revenue per SMB customer, primarily driven by certain rate increases and service level changes, and customer credits issued in 2020 for service outages following certain storms that occurred in 2020 and the RSN customer credits recorded in 2020. The increase in revenue was partially offset by a decrease resulting from lower average recurring telephony revenue per SMB customer and revenue related to an indefeasible right of use contract recorded in the second quarter of 2020.
News and Advertising Revenue
News and advertising revenue for the years ended December 31, 2021 and 2020 was $550,667 and $519,205, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems, (ii) digital advertising, (iii) branded content, and (iv) data analytics. News and advertising revenue also includes affiliation fees for news programming.
News and advertising revenue increased $31,462 (6%) for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily due to an increase in advertising revenue from non-political linear and non-political digital advertising, partially offset by a decrease in political advertising spending.
Mobile Revenue
Mobile revenue for the years ended December 31, 2021 and 2020 was $84,194 and $78,127, respectively, and relates to sales of devices and mobile services. As of December 31, 2021, we had approximately 186 thousand mobile lines as compared to 169 thousand lines as of December 31, 2020.
Other Revenue
Other revenue for the years ended December 31, 2021 and 2020 was $13,837 and $13,983, respectively. Other revenue includes revenue from other miscellaneous revenue streams.
Programming and Other Direct Costs
Programming and other direct costs for the years ended December 31, 2021 and 2020 amounted to $3,382,129 and $3,340,442, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs typically rise due to increases in contractual rates and new channel launches and are also impacted by changes in the number of
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customers receiving certain programming services. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the costs of mobile devices sold to our customers and direct costs of providing mobile services.
The increase of $41,687 (1%) for the year ended December 31, 2021, as compared to the prior year was primarily attributable to the following:
| Increase in programming costs primarily due to $93,000 in estimated RSN Credits recorded in 2020 (see discussion below) and net contractual rate increases, partially offset by decreases due to lower video customers, lower pay-per-view costs and video-on-demand costs | $ | 43,484 |
|---|---|---|
| Decrease in costs of mobile devices | (9,755) | |
| Other net increases, net of costs related to an indefeasible right of use contract recorded in the second quarter of 2020 | 7,958 | |
| $ | 41,687 |
Programming costs
Programming costs aggregated $2,744,629 and $2,701,145 for the years ended December 31, 2021 and 2020, respectively. Programming costs for the year ended December 31, 2020 included estimated credits of approximately $93,000 that the Company expected to receive from certain sports programming networks whereby the minimum number of events were not delivered pursuant to the contractual agreements with the networks. Our programming costs in 2022 will continue to be impacted by changes in programming rates, which we expect to increase, and by changes in the number of video customers.
Other Operating Expenses
Other operating expenses for the years ended December 31, 2021 and 2020 amounted to $2,379,765 and $2,264,473, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of activities and the utilization of contractors as compared to employees. Also, customer installation costs fluctuate as the portion of our expenses that are capitalized changes. Costs associated with the initial deployment of new customer premise equipment necessary to provide broadband, video and telephony services are capitalized (asset-based). The redeployment of customer premise equipment is expensed as incurred.
Other operating expenses also include costs related to our customer care operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
The increase in other operating expenses of $115,292 for the year ended December 31, 2021 as compared to the prior year was attributable to the following:
| Increase in marketing costs | $ | 62,636 |
|---|---|---|
| Increase in repairs and maintenance | 40,299 | |
| Increase in utility costs, including costs related to winter storm Uri in the first quarter of 2021 | 20,092 | |
| Decrease in share-based compensation | (26,791) | |
| Other net increases | 19,056 | |
| $ | 115,292 |
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Restructuring and Other Expense
Restructuring and other expense for the year ended December 31, 2021 amounted to $17,176, as compared to $91,073 for the year ended December 31, 2020. These amounts primarily related to severance and other employee related costs resulting from headcount reductions, facility realignment costs and impairments of certain ROU assets. We may incur additional restructuring expenses in the future as we continue to analyze our organizational structure.
Depreciation and Amortization
Depreciation and amortization for the years ended December 31, 2021 and 2020 amounted to $1,787,152 and $2,083,365, respectively.
The decrease in depreciation and amortization of $296,213 (14%) for the year ended December 31, 2021 as compared to the prior year is due to certain fixed assets and intangible assets becoming fully depreciated or amortized and a decrease in the acceleration of amortization expense related to certain customer relationship intangible assets, partially offset by an increase in depreciation as a result of asset additions.
Adjusted EBITDA
Adjusted EBITDA amounted to $4,427,251 and $4,414,814 for the years ended December 31, 2021 and 2020, respectively.
Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, loss on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, interest income, depreciation and amortization (including impairments), share-based compensation expense or benefit, restructuring expense or credits and transaction expenses. See reconciliation of net income (loss) to adjusted EBITDA above.
The increase in adjusted EBITDA for the year ended December 31, 2021 as compared to the prior year was due to the increase in revenue, partially offset by an increase in operating expenses for 2021 (excluding depreciation and amortization, restructuring and other expense and share-based compensation), as discussed above.
Operating Free Cash Flow
Operating free cash flow was $3,195,536 and $3,340,859 for the years ended December 31, 2021 and 2020, respectively. The decrease in operating free cash flow for 2021 as compared to 2020 is due to an increase in cash capital expenditures, partially offset by an increase in adjusted EBITDA.
Free Cash Flow
Free cash flow was $1,622,363 and $1,906,209 for the years ended December 31, 2021 and 2020, respectively. The decrease in free cash flow in 2021 as compared to 2020 is primarily due to an increase in cash capital expenditures and a decrease in cash from operating activities.
Interest expense, net
Interest expense, net was $1,266,591 and $1,350,341 for the years ended December 31, 2021 and 2020, respectively. The decrease of $83,750 for the year ended December 31, 2021 as compared to the year ended December 31, 2020 was attributable to the following:
| Decrease due to changes in average debt balances and interest rates on our indebtedness and collateralized debt | $ | (87,953) |
|---|---|---|
| Lower interest income | 2,034 | |
| Other net increases due to amortization of deferred financing costs, premiums and original issue discounts | 2,169 | |
| $ | (83,750) |
Gain (Loss) on Investments and Sale of Affiliate Interests, net
Gain (loss) on investments, net for the years ended December 31, 2021 and 2020 of $(88,898) and $320,061 consists primarily of the increase (decrease) in the fair value of the Comcast common stock owned by the Company. The effects of these gains (losses) are partially offset by the losses and gains on the related equity derivative contracts, net described below.
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Gain (Loss) on Derivative Contracts, net
Gain (loss) on derivative contracts, net amounted to $85,911 and $(178,264) for the years ended December 31, 2021 and 2020, respectively, and includes realized and unrealized gains or losses due to the change in fair value of equity derivative contracts relating to the Comcast common stock owned by the Company. The effects of these gains (losses) are offset by losses (gains) on investment securities pledged as collateral, which are included in gain (loss) on investments and sale of affiliate interest, net discussed above.
Gain (Loss) on Interest Rate Swap Contracts
Gain (loss) on interest rate swap contracts amounted to $92,735 and $(78,606) for the years ended December 31, 2021 and 2020, respectively. These amounts represent the change in the fair value of interest rate swap contracts. These swap contracts are not designated as hedges for accounting purposes.
Loss on Extinguishment of Debt and Write-off of Deferred Financing Costs
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $51,712 and $250,489 for the years ended December 31, 2021 and 2020, respectively.
The following table provides a summary of the loss on extinguishment of debt and the write-off of deferred financing costs recorded by the Company upon the redemption of senior guaranteed notes and senior notes:
| Years ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| CSC Holdings 5.500% Senior Guaranteed Notes due 2026 | $ | 51,712 | $ | — | ||
| CSC Holdings 5.375% Senior Guaranteed Notes due 2023 | — | 26,721 | ||||
| CSC Holdings 7.75% Senior Notes due 2025 | — | 35,375 | ||||
| CSC Holdings 10.875% Senior Notes due 2025 | — | 136,249 | ||||
| CSC Holdings 6.625% Senior Guaranteed Notes due 2025 | — | 52,144 | ||||
| $ | 51,712 | $ | 250,489 |
Other Income, Net
Other income, net amounted to $9,835 and $5,577 for the years ended December 31, 2021 and 2020, respectively. These amounts include the non-service benefit (cost) components of the Company's pension plans of $3,860 and $(1,012), for the years ended December 31, 2021 and 2020, respectively, and dividends received on Comcast common stock owned by the Company.
Income Tax Expense
The Company recorded income tax expense of $294,975 for the year ended December 31, 2021, resulting in an effective tax rate of 23% which is higher than the U.S. federal statutory tax rate of 21%. The primary difference between the effective tax rate and the statutory tax rate is due to nondeductible officer’s and share-based compensation expense, state income taxes, net of the federal benefit, a revaluation of state deferred taxes primarily due to certain changes to the state tax rates used to measure the Company’s deferred tax liabilities, a tax benefit associated with internal restructuring and opportunity zone related investments, and certain other non-deductible expenses.
The Company recorded income tax expense of $139,748 for the year ended December 31, 2020, resulting in an effective tax rate of 24% which is higher than the U.S. federal statutory tax rate of 21%. The primary difference between the effective tax rate and the statutory tax rate is due to nondeductible officer’s and share-based compensation expense, state income taxes, net of the federal benefit, a revaluation of state deferred taxes primarily due to certain changes to the state tax rates used to measure the Company’s deferred tax liabilities, a tax benefit associated with claiming additional current year and prior year research and development tax credits, and certain other non-deductible expenses. Due to the taxable gain resulting from the Lightpath Transaction discussed in Note 1 to the consolidated financial statements, the Company recognized the benefit of fully utilizing its federal net operating loss carryforwards ("NOLs"), capital loss carryover, research and development tax credits, and general business credits in 2020.
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CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Altice USA, except for the following:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2021 | 2020 | |||||
| (in thousands) | ||||||
| Net income attributable to Altice USA stockholders | $ | 990,311 | $ | 436,183 | ||
| Less: items included in Altice USA's consolidated statements of operations: | ||||||
| Income tax expense (benefit) | (2,135) | 12,905 | ||||
| Loss on investments and sale of affiliate interests, net | — | (546) | ||||
| Net income attributable to CSC Holdings' sole member | $ | 988,176 | $ | 448,542 |
Refer to Altice USA's Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of CSC Holdings' net income to Adjusted EBITDA and Operating Free Cash Flow:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2021 | 2020 | |||||
| Net income | $ | 1,008,797 | $ | 455,838 | ||
| Income tax expense | 297,110 | 126,843 | ||||
| Other income, net | (9,835) | (5,577) | ||||
| Loss (gain) on interest rate swap contracts, net | (92,735) | 78,606 | ||||
| Loss (gain) on derivative contracts, net | (85,911) | 178,264 | ||||
| Loss (gain) on investments and sales of affiliate interests, net | 88,898 | (319,515) | ||||
| Loss on extinguishment of debt and write-off of deferred financing costs | 51,712 | 250,489 | ||||
| Interest expense, net | 1,266,591 | 1,350,341 | ||||
| Depreciation and amortization | 1,787,152 | 2,083,365 | ||||
| Restructuring and other expense | 17,176 | 91,073 | ||||
| Share-based compensation | 98,296 | 125,087 | ||||
| Adjusted EBITDA | 4,427,251 | 4,414,814 | ||||
| Capital expenditures (cash) | 1,231,715 | 1,073,955 | ||||
| Operating Free Cash Flow | $ | 3,195,536 | $ | 3,340,859 |
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow:
| CSC Holdings | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, | ||||||
| 2021 | 2020 | |||||
| Net cash flows from operating activities | $ | 2,823,934 | $ | 2,980,422 | ||
| Capital expenditures (cash) | 1,231,715 | 1,073,955 | ||||
| Free Cash Flow | $ | 1,592,219 | $ | 1,906,467 |
LIQUIDITY AND CAPITAL RESOURCES
Altice USA has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities and syndicated term loans. We
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target a year-end leverage ratio of 4.5x to 5.0x for CSC Holdings over time. We calculate our CSC Holdings net leverage ratio as net debt to L2QA EBITDA (Adjusted EBITDA for the two most recent consecutive fiscal quarters multiplied by 2.0).
We expect to utilize free cash flow and availability under the CSC Holdings revolving credit facility, as well as future refinancing transactions, to further extend the maturities of, or reduce the principal on, our debt obligations. The timing and terms of any refinancing transactions will be subject to, among other factors, market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from other borrowings to repay the outstanding debt securities through open market purchases, privately negotiated purchases, tender offers, or redemptions.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings revolving credit facility will provide adequate funds to support our current operating plan, make planned capital expenditures and fulfill our debt service requirements for the next twelve months. However, our ability to fund our operations, make planned capital expenditures, make scheduled payments on our indebtedness and repay our indebtedness depends on our future operating performance and cash flows and our ability to access the capital markets, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe amounts available under the CSC Holdings revolving credit facility will be available when, and if, needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions. The obligations of the financial institutions under the revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
In the longer term, we may not be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we could be dependent upon our continued access to the capital and credit markets to issue additional debt or equity or refinance existing debt obligations. We intend to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing or eliminating stock repurchases and discretionary uses of cash.
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Debt Outstanding
The following table summarizes the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of December 31, 2021, as well as interest expense for the year ended December 31, 2021.
| CSC Holdings Restricted Group | Lightpath | Other Unrestricted Entities | Altice USA/CSC Holdings | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Debt outstanding: | ||||||||||||||
| Credit facility debt | $ | 7,916,492 | $ | 579,119 | $ | — | $ | 8,495,611 | ||||||
| Senior guaranteed notes | 7,635,633 | — | — | 7,635,633 | ||||||||||
| Senior secured notes | — | 441,739 | — | 441,739 | ||||||||||
| Senior notes | 7,543,137 | 407,104 | — | 7,950,241 | ||||||||||
| Subtotal | 23,095,262 | 1,427,962 | — | 24,523,224 | ||||||||||
| Finance lease obligations | 218,735 | — | — | 218,735 | ||||||||||
| Notes payable and supply chain financing | 97,804 | — | — | 97,804 | ||||||||||
| Subtotal | 23,411,801 | 1,427,962 | — | 24,839,763 | ||||||||||
| Collateralized indebtedness relating to stock monetizations (a) | — | — | 1,706,997 | 1,706,997 | ||||||||||
| Total debt | $ | 23,411,801 | $ | 1,427,962 | $ | 1,706,997 | $ | 26,546,760 | ||||||
| Interest expense: | ||||||||||||||
| Credit facility debt, senior notes, finance leases, notes payable and supply chain financing | $ | 1,121,482 | $ | 68,839 | $ | — | $ | 1,190,321 | ||||||
| Collateralized indebtedness relating to stock monetizations (a) | — | — | 76,430 | 76,430 | ||||||||||
| Total interest expense | $ | 1,121,482 | $ | 68,839 | $ | 76,430 | $ | 1,266,751 |
(a)This indebtedness is collateralized by shares of Comcast common stock. We intend to settle this debt by (i) delivering shares of Comcast common stock and the related equity contracts, or (ii) delivering cash from the net proceeds from new monetization contracts.
See Note 11 to our consolidated financial statements for further information regarding our outstanding debt.
Payment Obligations Related to Debt
As of December 31, 2021, total amounts payable by us in connection with our outstanding obligations, including related interest, as well as notes payable and supply chain financing, and the value deliverable at maturity under monetization contracts, but excluding finance lease obligations are as follows (see Note 9 to our consolidated financial statements):
| CSC Holdings Restricted Group | Lightpath | Other Unrestricted Entities (a) | Altice USA/ CSC Holdings | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | $ | 1,880,898 | $ | 68,973 | $ | 33,886 | $ | 1,983,757 | ||||||
| 2023 | 1,104,556 | 69,358 | 1,776,378 | 2,950,292 | ||||||||||
| 2024 | 2,705,866 | 68,038 | — | 2,773,904 | ||||||||||
| 2025 | 3,745,474 | 68,596 | — | 3,814,070 | ||||||||||
| 2026 | 2,066,085 | 66,532 | — | 2,132,617 | ||||||||||
| Thereafter | 18,818,754 | 1,503,803 | — | 20,322,557 | ||||||||||
| Total | $ | 30,321,633 | $ | 1,845,300 | $ | 1,810,264 | $ | 33,977,197 |
(a)Includes $1,810,264 related to the Company's collateralized indebtedness and related interest. This indebtedness is collateralized by shares of Comcast common stock. We intend to settle this debt by (i) delivering shares of Comcast common stock and the related equity contracts or (ii) delivering cash from the net proceeds on new monetization contracts.
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CSC Holdings Restricted Group
For financing purposes, the Company is structured as a restricted group (the "Restricted Group") and an unrestricted group, which includes certain designated subsidiaries and investments (the "Unrestricted Group"). The CSC Holdings Restricted Group is comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries, excluding Lightpath which became an unrestricted subsidiary in September 2020. These subsidiaries are subject to the covenants and restrictions of the credit facility and indentures governing the notes issued by CSC Holdings.
Sources of cash for the Restricted Group include primarily cash flow from the operations of the businesses in the Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of its digital broadband, video and telephony services, including costs to build our FTTH network; debt service; distributions made to its parent to fund share repurchases; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facility
In October 2015, a wholly-owned subsidiary of Altice USA, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 ($2,865,000 outstanding at December 31, 2021) (the "CSC Term Loan Facility", and the term loans extended under the CSC Term Loan Facility, the "CSC Term Loans") and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($900,000 outstanding at December 31, 2021) (the "CSC Revolving Credit Facility" and, together with the CSC Term Loan Facility, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified on June 20, 2016, June 21, 2016, July 21, 2016, September 9, 2016, December 9, 2016, March 15, 2017, January 12, 2018, October 15, 2018, January 24, 2019, February 7, 2019, May 14, 2019, and October 3, 2019, respectively, and as further amended, restated, supplemented or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In October 2018, CSC Holdings entered into a $1,275,000 ($1,239,938 outstanding at December 31, 2021) incremental term loan facility (the “Incremental Term Loan B-3”) and in October 2019, CSC Holdings entered into a $3,000,000 ($2,947,500 outstanding at December 31, 2021) incremental term loan facility ("Incremental Term Loan B-5") under its existing credit facilities agreement.
During the year ended December 31, 2021, CSC Holdings borrowed $2,410,000 under its revolving credit facility and repaid $2,135,000 of amounts outstanding under the revolving credit facility.
The Company was in compliance with all of its financial covenants under the CSC Credit Facilities Agreement as of December 31, 2021.
See Note 11 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
Senior Guaranteed Notes and Senior Notes
In May 2021, CSC Holdings issued $1,500,000 in aggregate principal amount of senior guaranteed notes that bear interest at a rate of 4.500% and mature on November 15, 2031 and $500,000 in aggregate principal amount of senior notes that bear interest at a rate of 5.000% which also mature on November 15, 2031. The net proceeds from the sale of these notes were used to early redeem the $1,498,806 aggregate principal amount of CSC Holdings' 5.500% senior guaranteed notes due May 15, 2026, plus pay accrued interest and the associated premium related to the early redemption of these notes. The remaining proceeds were used for general corporate purposes, including repayment of borrowings under the CSC Holdings revolving credit facility and share repurchases. In connection with the early redemptions, the Company recognized a loss on the extinguishment of debt aggregating $51,712, reflecting the early redemption premium and the write-off of unamortized deferred financing costs on these notes.
See Note 11 of our consolidated financial statements for further details of the Company’s outstanding senior guaranteed notes and senior notes.
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As of December 31, 2021, CSC Holdings was in compliance with applicable financial covenants under its credit facility and with applicable financial covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
Lightpath Debt Financing
Lightpath was financed independently outside of the Restricted Group. In September 2020, Lightpath issued $450,000 in aggregate principal amount of senior secured notes and $415,000 in aggregate principal amount of senior notes. Also, in November 2020, Lightpath entered into a credit agreement which provides a term loan in an aggregate principal amount of $600,000 ($594,000 outstanding at December 31, 2021) and revolving loan commitments in an aggregate principal amount of $100,000. As of December 31, 2021, there were no borrowings outstanding under the Lightpath revolving credit facility. See Note 11 to our consolidated financial statements for further information regarding the Lightpath credit agreement and the Lightpath senior and senior secured notes.
As of December 31, 2021, Lightpath was in compliance with applicable financial covenants under its credit agreement and with applicable financial covenants under each respective indenture by which the senior secured notes and senior notes were issued.
Capital Expenditures
The following table presents the Company's capital expenditures:
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Customer premise equipment | $ | 227,280 | $ | 177,049 | ||
| Network infrastructure | 642,545 | 573,842 | ||||
| Support and other | 235,314 | 204,212 | ||||
| Business services | 126,576 | 118,852 | ||||
| Capital purchases (cash basis) | 1,231,715 | 1,073,955 | ||||
| Right-of-use assets acquired in exchange for finance lease obligations | 145,047 | 133,300 | ||||
| Notes payable issued to vendor for the purchase of equipment and other assets | 89,898 | 106,925 | ||||
| Change in accrued and unpaid purchases and other | 129,020 | 31,304 | ||||
| Capital purchases (accrual basis) | $ | 1,595,680 | $ | 1,345,484 |
Customer premise equipment includes expenditures for set-top boxes, cable modems, routers and other equipment that is placed in a customer's home, as well as installation costs for placing assets into service. Network infrastructure includes: (i) scalable infrastructure, such as headend equipment, (ii) line extensions, such as FTTH and fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering, and (iii) upgrade and rebuild, including costs to modify or replace existing fiber/coaxial cable networks, including enhancements. Support and other capital expenditures includes costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities and office equipment. Business services capital expenditures include primarily equipment, installation, support, and other costs related to our fiber based telecommunications business serving, primarily enterprise customers.
For the year ended December 31, 2020, network infrastructure includes the costs of rebuilding certain systems damaged by storms aggregating $160,975 on a cash basis and $163,142, including accrued and unpaid capital.
Other Transactions
In April 2021, the Company completed its acquisition of the cable assets of Morris Broadband in North Carolina for cash of approximately $312,184.
In June 2021, Lightpath completed an acquisition for an aggregate cash purchase price of approximately $28,260, subject to certain closing adjustments as set forth in the asset purchase agreement.
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Cash Flow Discussion
Altice USA
Operating Activities
Net cash provided by operating activities amounted to $2,854,078 and $2,980,164 for the years ended December 31, 2021, and 2020, respectively.
The decrease in cash provided by operating activities of $126,086 in 2021 as compared to 2020 resulted from a decrease of $253,348 due to changes in working capital (including a decrease in interest payments of $228,737 and an increase in tax payments of $183,174), as well as the timing of payments and collections of accounts receivable, among other items, partially offset by an increase in net income before depreciation and amortization and other non-cash items of $127,262.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2021 and 2020 was $1,573,603 and $1,220,426, respectively.
The 2021 investing activities consisted primarily of capital expenditures of $1,231,715, and payment for acquisitions, net of cash acquired of $340,444.
The 2020 investing activities consisted primarily of capital expenditures of $1,073,955, and payment for acquisitions, net of cash acquired of $149,973.
Financing Activities
Net cash used in financing activities amounted to $1,362,524 and $2,181,045 for the years ended December 31, 2021 and 2020.
In 2021, the Company's financing activities consisted primarily of the repayment of long-term debt of $4,870,108, the purchase of common stock pursuant to a share repurchase program of $804,928, principal payments on finance lease obligations of $85,949, repayment of collateralized indebtedness and related derivative contracts, net of $185,105 and other net cash payments of $11,539, partially offset by net proceeds from long-term debt of $4,410,000 and proceeds from collateralized indebtedness and related derivative contracts, net of $185,105.
In 2020, the Company's financing activities consisted primarily of the repayment of long-term debt of $6,194,804, the purchase of common stock pursuant to a share repurchase program and tender offer of $4,816,379, principal payments on finance lease obligations of $43,083, and other net cash payments of $26,624, partially offset by net proceeds from long-term debt of $8,019,648, proceeds from the sale of a minority interest in Lightpath, net of expenses, of $880,197.
CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $2,823,934 and $2,980,422 for the years ended December 31, 2021 and 2020, respectively.
The decrease in cash provided by operating activities of $156,488 in 2021 as compared to 2020 resulted from a decrease of $234,505 due to changes in working capital (including a decrease in interest payments of $228,737 and an increase in tax payments of $183,174), as well as the timing of payments and collections of accounts receivable, among other items, partially offset by an increase in income from continuing operations before depreciation and amortization and other non-cash items of $78,017.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2021 and 2020 was $1,573,603 and $1,224,634, respectively.
The 2021 investing activities consisted primarily of capital expenditures of $1,231,715 and payments for acquisitions, net of cash acquired of $340,444.
The 2020 investing activities consisted primarily of capital expenditures of $1,073,955 and payments for acquisitions, net of cash acquired of $149,973.
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Financing Activities
Net cash used in financing activities amounted to $1,334,453 and $2,173,422 for the years ended December 31, 2021 and 2020, respectively.
In 2021, the Company's financing activities consisted primarily of the repayment of long-term debt of $4,870,108, distribution to parent of $763,435, principal payments on finance lease obligations of $85,949, repayment of collateralized indebtedness and related derivative contracts, net of $185,105 and other net cash payments of $24,961, partially offset by net proceeds from long-term debt of $4,410,000 and proceeds from collateralized indebtedness and related derivative contracts, net of $185,105.
In 2020, the Company's financing activities consisted primarily of the repayment of long-term debt of $6,194,804, distribution to parent of $4,794,408, principal payments on finance lease obligations of $43,083, and other net cash payments of $40,972, partially offset by net proceeds from long-term debt of $8,019,648, proceeds from the sale of a minority interest in Lightpath, net of expenses, of $880,197.
Contractual Obligations and Off Balance Sheet Commitments
Our contractual obligations as of December 31, 2021 consist primarily of our debt obligations, purchase obligations which primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services, operating and finance lease obligations, outstanding letters of credit, and guarantees. Note 11 to our consolidated financial statements contains further information regarding our debt obligations, Note 17 contains information regarding our off-balance sheet obligations and Note 9 contains information regarding our leases.
Share Repurchase Program
In June 2018, the Board of Directors of Altice USA authorized a share repurchase program of $2,000,000, and on July 30, 2019, the Board of Directors authorized a new incremental three-year share repurchase program of $5,000,000 that took effect following the completion in August 2019 of the $2,000,000 repurchase program. In November 2020, the Board of Directors authorized an additional $2,000,000 of share repurchases, bringing the total amount of cumulative share repurchases authorized to $9,000,000. Under these repurchase programs, shares of Altice USA Class A common stock may be purchased from time to time in the open market and may include trading plans entered into with one or more brokerage firms in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Size and timing of these purchases will be determined based on market conditions and other factors.
On November 23, 2020, the Company commenced a modified "Dutch auction" tender offer (the "Tender Offer") to purchase up to $2,500,000 in value of shares of its Class A Common Stock, at a price not greater than $36.00 per share nor less than $32.25 per share . The Tender Offer expired on December 21, 2020. On December 21, 2020, the Company accepted for purchase 64,613,479 shares of its Class A Common Stock, at a price of $36.00 per share, plus related fees, for an aggregate purchase price of $2,326,949. The aggregate purchase price of these shares (including the fees relating to the Tender Offer), is reflected in stockholders' equity (deficiency) in the consolidated balance sheet of Altice USA as of December 31, 2020.
For the year ended December 31, 2021, 2020 and 2019, Altice USA repurchased an aggregate of 23,593,728, 161,216,653 and 72,668,712 shares, respectively, for a total purchase price of approximately $804,928, $4,816,895, and $1,686,873, respectively. These acquired shares were retired and the cost of these shares was recorded in stockholders' equity (deficiency) in the consolidated balance sheet of Altice USA. From inception through December 31, 2021, Altice USA repurchased an aggregate of 285,507,773 shares for a total purchase price of approximately $7,808,698. As of December 31, 2021, Altice USA had approximately $1,191,302 of availability remaining under the incremental share repurchase program and had 454,654,140 combined Class A and Class B shares outstanding.
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion regarding interest rate risk and equity price risk.
Critical Accounting Policies and Estimates
In preparing its financial statements, the Company is required to make certain estimates, judgments and assumptions that it believes are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
We believe that the application of the following accounting policy requires significant estimates and is the most critical to aid in fully understanding and evaluating our reported financial results:
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Plant and Equipment
Costs incurred in the construction of the Company's cable systems, including line extensions to, and upgrade of, the Company's HFC infrastructure and construction of the parallel FTTH infrastructure, are capitalized. This includes headend facilities and initial placement of the feeder cable to connect a customer that had not been previously connected. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities. The internal costs that are capitalized consist of salaries and benefits of the Company's employees and the portion of facility costs, including rent, taxes, insurance and utilities, that supports the construction activities. These costs are depreciated over the estimated life of the plant (10 to 25 years) and headend facilities (5 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs associated with the initial deployment of new customer premise equipment ("CPE") necessary to provide broadband, video and telephony services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. The departmental activities supporting the connection process are tracked through specific metrics, and the portion of departmental costs that is capitalized is determined through a time weighted activity allocation of costs incurred based on time studies used to estimate the average time spent on each activity. These installation costs are amortized over the estimated useful lives of the CPE necessary to provide broadband, video and telephony services. The portion of departmental costs related to disconnecting services and removing CPE from a customer, costs related to connecting CPE that has been previously connected to the network, and repair and maintenance are expensed as incurred.
Refer to Note 2 to our consolidated financial statements for a discussion of our accounting policies.
Recently Issued Accounting Standards
See Note 3 to the accompanying consolidated financial statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" for a discussion of recently issued accounting standards.
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