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Altice USA Inc

For the period ended Sep 30, 2024. Filed Nov 5, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 5, 2024

OPTU$0.75+32.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Financial Statements

ALTICE USA, INC. AND SUBSIDIARIES
Consolidated Financial Statements
Consolidated Balance Sheets - September 30, 2024 (Unaudited) and December 31, 20232
Consolidated Statements of Operations - Three and nine months ended September 30, 2024 and 2023 (Unaudited)3
Consolidated Statements of Comprehensive Income - Three and nine months ended September 30, 2024 and 2023 (Unaudited)4
Consolidated Statements of Stockholders' Deficiency - Three and nine months ended September 30, 2024 and 2023 (Unaudited)5
Consolidated Statements of Cash Flows - Nine months ended September 30, 2024 and 2023 (Unaudited)9
Combined Notes to Consolidated Financial Statements (Unaudited)16
Supplemental Financial Statements Furnished:
CSC HOLDINGS, LLC AND SUBSIDIARIES
Consolidated Financial Statements
Consolidated Balance Sheets - September 30, 2024 (Unaudited) and December 31, 202310
Consolidated Statements of Operations - Three and nine months ended September 30, 2024 and 2023 (Unaudited)11
Consolidated Statements of Comprehensive Income - Three and nine months ended September 30, 2024 and 2023 (Unaudited)12
Consolidated Statements of Member's Deficiency - Three and nine months ended September 30, 2024 and 2023 (Unaudited)13
Consolidated Statements of Cash Flows - Nine months ended September 30, 2024 and 2023 (Unaudited)15
Combined Notes to Consolidated Financial Statements (Unaudited)16
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations32
Item 3. Quantitative and Qualitative Disclosures About Market Risk51
Item 4. Controls and Procedures52
PART II. OTHER INFORMATION53
Item 1. Legal Proceedings53
Item 5. Other Information53
Item 6. Exhibits53
SIGNATURES54

Part I. FINANCIAL INFORMATION

ALTICE USA, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands, except share amounts)
September 30, 2024(Unaudited)December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents$250,001$302,058
Restricted cash290280
Accounts receivable, trade (less allowance for credit losses of $24,984 and $21,915, respectively)315,894357,597
Prepaid expenses and other current assets ($575 and $407 due from affiliates, respectively)299,148174,859
Total current assets865,333834,794
Property, plant and equipment, net of accumulated depreciation of $8,671,638 and $8,162,442, respectively8,352,0628,117,757
Right-of-use operating lease assets231,255255,545
Other assets88,380195,114
Amortizable intangibles, net of accumulated amortization of $6,114,684 and $5,874,612, respectively1,036,2751,259,335
Indefinite-lived cable television franchises13,216,35513,216,355
Goodwill8,044,7168,044,716
Total assets$31,834,376$31,923,616
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable$1,016,588$936,950
Interest payable291,497274,507
Accrued employee related costs172,150182,146
Deferred revenue85,28985,018
Debt273,804359,407
Other current liabilities ($25,991 and $71,523 due to affiliates, respectively)285,722470,096
Total current liabilities2,125,0502,308,124
Other liabilities265,284221,249
Deferred tax liability4,843,5314,848,460
Right-of-use operating lease liability244,220264,647
Long-term debt, net of current maturities24,778,86824,715,554
Total liabilities32,256,95332,358,034
Commitments and contingencies (Note 15)
Stockholders' Deficiency:
Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued and outstanding——
Class A common stock: $0.01 par value, 4,000,000,000 shares authorized, 277,932,987 shares issued and 276,965,358 outstanding as of September 30, 2024 and 271,772,978 shares issued and outstanding as of December 31, 20232,7792,718
Class B common stock: $0.01 par value, 1,000,000,000 shares authorized, 490,086,674 issued, 184,224,015 shares outstanding as of September 30, 2024 and 184,224,428 shares outstanding as of December 31, 20231,8421,842
Class C common stock: $0.01 par value, 4,000,000,000 shares authorized, no shares issued and outstanding——
Paid-in capital225,467187,186
Accumulated deficit(649,877)(601,075)
(419,789)(409,329)
Treasury stock, at cost (967,629 shares of Class A common stock at September 30, 2024)(10)—
Accumulated other comprehensive loss(7,313)(12,851)
Total Altice USA stockholders' deficiency(427,112)(422,180)
Noncontrolling interests4,535(12,238)
Total stockholders' deficiency(422,577)(434,418)
Total liabilities and stockholders' deficiency$31,834,376$31,923,616

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue (including revenue from affiliates of $74, $637, $386 and $1,319, respectively) (See Note 14)$2,227,700$2,317,200$6,719,390$6,935,452
Operating expenses:
Programming and other direct costs (including charges from affiliates of $2,449, $3,615, $8,951 and $9,337, respectively) (See Note 14)711,330750,5382,174,6772,284,537
Other operating expenses (including charges from affiliates of $13,429, $30,064, $34,188 and $39,859, respectively) (See Note 14)674,564667,2782,019,3561,974,651
Restructuring, impairments and other operating items (See Note 7)10,8714,45315,52539,303
Depreciation and amortization (including impairments)386,342402,3661,170,5031,237,283
1,783,1071,824,6355,380,0615,535,774
Operating income444,593492,5651,339,3291,399,678
Other income (expense):
Interest expense, net(448,168)(420,216)(1,328,264)(1,216,203)
Gain on investments and sale of affiliate interests, net——292192,010
Loss on derivative contracts, net———(166,489)
Gain (loss) on interest rate swap contracts, net(45,657)31,97210,22078,708
Gain (loss) on extinguishment of debt and write-off of deferred financing costs——(7,035)4,393
Other income (loss), net(1,495)(1,470)(4,526)7,165
(495,320)(389,714)(1,329,313)(1,100,416)
Income (loss) before income taxes(50,727)102,85110,016299,262
Income tax benefit (expense)9,892(27,336)(42,045)(106,433)
Net income (loss)(40,835)75,515(32,029)192,829
Net income attributable to noncontrolling interests(2,135)(8,676)(16,773)(21,825)
Net income (loss) attributable to Altice USA, Inc. stockholders$(42,970)$66,839$(48,802)$171,004
Income (loss) per share:
Basic income (loss) per share$(0.09)$0.15$(0.11)$0.38
Basic weighted average common shares (in thousands)460,626454,730459,335454,702
Diluted income (loss) per share$(0.09)$0.15$(0.11)$0.38
Diluted weighted average common shares (in thousands)460,626455,076459,335455,118
Cash dividends declared per common share$—$—$—$—

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net income (loss)$(40,835)$75,515$(32,029)$192,829
Other comprehensive income:
Defined benefit pension plans(1,293)2,4178,1419,825
Applicable income taxes350(653)(2,200)(2,657)
Defined benefit pension plans, net of income taxes(943)1,7645,9417,168
Foreign currency translation adjustment414(2,026)(403)(1,474)
Other comprehensive income (loss)(529)(262)5,5385,694
Comprehensive income (loss)(41,364)75,253(26,491)198,523
Comprehensive income attributable to noncontrolling interests(2,135)(8,676)(16,773)(21,825)
Comprehensive income (loss) attributable to Altice USA, Inc. stockholders$(43,499)$66,577$(43,264)$176,698
ALTICE USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY(In thousands) (Unaudited)
Class ACommonStockClass BCommonStockPaid-inCapitalAccumulatedDeficitTreasury StockAccumulatedOther ComprehensiveLossTotalAltice USAStockholders' DeficiencyNon-controllingInterestsTotalDeficiency
Balance at January 1, 2024$2,718$1,842$187,186$(601,075)$—$(12,851)$(422,180)$(12,238)$(434,418)
Net loss attributable to Altice USA stockholders———(21,193)——(21,193)—(21,193)
Net income attributable to noncontrolling interests———————8,2978,297
Pension liability adjustments, net of income taxes—————4,2554,255—4,255
Foreign currency translation adjustment—————(612)(612)—(612)
Share-based compensation expense (equity classified)——6,484———6,484—6,484
Other, net49—2,043—(10)—2,082—2,082
Balance at March 31, 20242,7671,842195,713(622,268)(10)(9,208)(431,164)(3,941)(435,105)
Net income attributable to Altice USA stockholders———15,361——15,361—15,361
Net income attributable to noncontrolling interests———————6,3416,341
Pension liability adjustments, net of income taxes—————2,6292,629—2,629
Foreign currency translation adjustment—————(205)(205)—(205)
Share-based compensation expense (equity classified)——15,147———15,147—15,147
Other, net6—(868)———(862)—(862)
Balance at June 30, 2024$2,773$1,842$209,992$(606,907)$(10)$(6,784)$(399,094)$2,400$(396,694)
ALTICE USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (Continued)(In thousands) (Unaudited)
Class ACommonStockClass BCommonStockPaid-inCapitalAccumulatedDeficitTreasury StockAccumulatedOther ComprehensiveIncomeTotalAltice USAStockholder' DeficiencyNon-controllingInterestsTotalDeficiency
Balance at June 30, 2024$2,773$1,842$209,992$(606,907)$(10)$(6,784)$(399,094)$2,400$(396,694)
Net loss attributable to stockholders———(42,970)——(42,970)—(42,970)
Net income attributable to noncontrolling interests———————2,1352,135
Pension liability adjustments, net of income taxes—————(943)(943)—(943)
Foreign currency translation adjustment—————414414—414
Share-based compensation expense (equity classified)——16,188———16,188—16,188
Other, net6—(713)———(707)—(707)
Balance at September 30, 2024$2,779$1,842$225,467$(649,877)$(10)$(7,313)$(427,112)$4,535$(422,577)
ALTICE USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (continued)(In thousands) (Unaudited)
Class ACommonStockClass BCommonStockPaid-inCapitalAccumulatedDeficitTreasury StockAccumulatedOther ComprehensiveLossTotalAltice USAStockholders' DeficiencyNon-controllingInterestsTotalDeficiency
Balance at January 1, 2023$2,719$1,843$182,701$(654,273)$—$(8,201)$(475,211)$(28,701)$(503,912)
Net income attributable to Altice USA to stockholders———25,865——25,865—25,865
Net income attributable to noncontrolling interests———————5,3055,305
Pension liability adjustments, net of income taxes—————1,0611,061—1,061
Foreign currency translation adjustment—————(188)(188)(2)(190)
Share-based compensation benefit (equity classified)——(8,718)———(8,718)—(8,718)
Change in noncontrolling interest——(14,166)———(14,166)(8,027)(22,193)
Other, net(15)—(67)———(82)—(82)
Balance at March 31, 20232,7041,843159,750(628,408)—(7,328)(471,439)(31,425)(502,864)
Net income attributable to stockholders———78,300——78,300—78,300
Net income attributable to noncontrolling interests———————7,8447,844
Pension liability adjustments, net of income taxes—————4,3434,343—4,343
Foreign currency translation adjustment—————740740(2)738
Share-based compensation expense (equity classified)——9,091———9,091—9,091
Change to noncontrolling interest——175———175400575
Distributions to noncontrolling interests———————(1,077)(1,077)
Other, net——(83)———(83)—(83)
Balance at June 30, 2023$2,704$1,843$168,933$(550,108)$—$(2,245)$(378,873)$(24,260)$(403,133)
ALTICE USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (Continued)(In thousands) (Unaudited)
Class ACommonStockClass BCommonStockPaid-inCapitalAccumulatedDeficitTreasury StockAccumulatedOther ComprehensiveIncomeTotalAltice USAStockholder' DeficiencyNon-controllingInterestsTotalDeficiency
Balance at June 30, 2023$2,704$1,843$168,933$(550,108)$—$(2,245)$(378,873)$(24,260)$(403,133)
Net income attributable to stockholders———66,839——66,839—66,839
Net income attributable to noncontrolling interests———————8,6768,676
Pension liability adjustments, net of income taxes—————1,7641,764—1,764
Foreign currency translation adjustment—————(2,026)(2,026)(4)(2,030)
Share-based compensation expense (equity classified)——6,062———6,062—6,062
Change in noncontrolling interest——1,176———1,176(664)512
Other, net——(31)———(31)—(31)
Balance at September 30, 2023$2,704$1,843$176,140$(483,269)$—$(2,507)$(305,089)$(16,252)$(321,341)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net income (loss)$(32,029)$192,829
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (including impairments)1,170,5031,237,283
Gain on investments and sale of affiliate interests, net(292)(192,010)
Loss on derivative contracts, net—166,489
Loss (gain) on extinguishment of debt and write-off of deferred financing costs7,035(4,393)
Amortization of deferred financing costs and discounts (premiums) on indebtedness15,47026,334
Share-based compensation50,35129,368
Deferred income taxes(7,129)(187,295)
Decrease in right-of-use assets33,72934,633
Allowance for credit losses68,43362,148
Other5,4699,406
Change in operating assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable, trade(24,721)(29,403)
Prepaid expenses and other assets(127,820)(76,862)
Amounts due from and due to affiliates(45,700)56,193
Accounts payable and accrued liabilities(89,539)(2,374)
Deferred revenue8,5899,531
Interest rate swap contracts110,130(1,692)
Net cash provided by operating activities1,142,4791,330,185
Cash flows from investing activities:
Capital expenditures(1,042,975)(1,409,561)
Payments for acquisitions, net of cash acquired(5,748)—
Other, net2,743(1,677)
Net cash used in investing activities(1,045,980)(1,411,238)
Cash flows from financing activities:
Proceeds from long-term debt3,875,0002,350,000
Repayment of debt(3,891,175)(2,215,112)
Proceeds from derivative contracts in connection with the settlement of collateralized debt—38,902
Principal payments on finance lease obligations(99,426)(112,795)
Payment related to acquisition of a noncontrolling interest(7,261)(7,035)
Additions to deferred financing costs(18,936)—
Other, net(6,345)(8,521)
Net cash provided by (used in) financing activities(148,143)45,439
Net decrease in cash and cash equivalents(51,644)(35,614)
Effect of exchange rate changes on cash and cash equivalents(403)(1,482)
Net decrease in cash, cash equivalents and restricted cash(52,047)(37,096)
Cash, cash equivalents and restricted cash at beginning of year302,338305,751
Cash, cash equivalents and restricted cash at end of period$250,291$268,655
CSC HOLDINGS, LLC AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands, except unit amounts)
September 30, 2024(Unaudited)December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents$240,066$302,051
Restricted cash290280
Accounts receivable, trade (less allowance for credit losses of $24,984 and $21,915, respectively)315,894357,597
Prepaid expenses and other current assets ($1,573 and $407 due from affiliates, respectively)302,739174,859
Total current assets858,989834,787
Property, plant and equipment, net of accumulated depreciation of $8,671,638 and $8,162,442, respectively8,352,0628,117,757
Right-of-use operating lease assets231,255255,545
Other assets103,322195,114
Amortizable intangibles, net of accumulated amortization of $6,114,684 and $5,874,612, respectively1,036,2751,259,335
Indefinite-lived cable television franchises13,216,35513,216,355
Goodwill8,044,7168,044,716
Total assets$31,842,974$31,923,609
LIABILITIES AND MEMBER'S DEFICIENCY
Current Liabilities:
Accounts payable$1,016,588$936,950
Interest payable291,497274,507
Accrued employee related costs172,150182,146
Deferred revenue85,28985,018
Notes payable to affiliate (Note 14)92,500—
Debt273,804359,407
Other current liabilities ($25,991 and $71,523 due to affiliates, respectively)265,961470,097
Total current liabilities2,197,7892,308,125
Other liabilities199,633221,249
Deferred tax liability4,849,3024,851,959
Right-of-use operating lease liability244,220264,647
Long-term debt, net of current maturities24,778,86824,715,554
Total liabilities32,269,81232,361,534
Commitments and contingencies (Note 15)
Member's deficiency (100 membership units issued and outstanding)(424,060)(412,836)
Accumulated other comprehensive loss(7,313)(12,851)
Total member's deficiency(431,373)(425,687)
Noncontrolling interests4,535(12,238)
Total deficiency(426,838)(437,925)
Total liabilities and member's deficiency$31,842,974$31,923,609

CSC HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue (including revenue from affiliates of $74, $637, $386 and $1,319, respectively) (See Note 14)$2,227,700$2,317,200$6,719,390$6,935,452
Operating expenses:
Programming and other direct costs (including charges from affiliates of $2,449, $3,615, $8,951 and $9,337, respectively) (See Note 14)711,330750,5382,174,6772,284,537
Other operating expenses (including charges from affiliates of $13,429, $30,064, $34,188 and $39,859, respectively) (See Note 14)675,366667,2782,020,1581,974,651
Restructuring, impairments and other operating items (See Note 7)10,8714,45315,52539,303
Depreciation and amortization (including impairments)386,342402,3661,170,5031,237,283
1,783,9091,824,6355,380,8635,535,774
Operating income443,791492,5651,338,5271,399,678
Other income (expense):
Interest expense, net(448,228)(420,216)(1,328,324)(1,216,203)
Gain on investments and sale of affiliate interests, net——292192,010
Loss on derivative contracts, net———(166,489)
Gain (loss) on interest rate swap contracts, net(45,657)31,97210,22078,708
Gain (loss) on extinguishment of debt and write-off of deferred financing costs——(7,035)4,393
Other income (loss), net(1,495)(1,470)(4,526)7,165
(495,380)(389,714)(1,329,373)(1,100,416)
Income (loss) before income taxes(51,589)102,8519,154299,262
Income tax benefit (expense)10,064(27,336)(41,873)(106,433)
Net income (loss)(41,525)75,515(32,719)192,829
Net income attributable to noncontrolling interests(2,135)(8,676)(16,773)(21,825)
Net income (loss) attributable to CSC Holdings, LLC sole member$(43,660)$66,839$(49,492)$171,004

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net income (loss)$(41,525)$75,515$(32,719)$192,829
Other comprehensive income:
Defined benefit pension plans(1,293)2,4178,1419,825
Applicable income taxes350(653)(2,200)(2,657)
Defined benefit pension plans, net of income taxes(943)1,7645,9417,168
Foreign currency translation adjustment414(2,026)(403)(1,474)
Other comprehensive income(529)(262)5,5385,694
Comprehensive income (loss)(42,054)75,253(27,181)198,523
Comprehensive income attributable to noncontrolling interests(2,135)(8,676)(16,773)(21,825)
Comprehensive income (loss) attributable to CSC Holdings, LLC sole member$(44,189)$66,577$(43,954)$176,698

CONSOLIDATED STATEMENTS OF MEMBER'S DEFICIENCY

Member'sDeficiencyAccumulated Other Comprehensive LossTotalMember's DeficiencyNoncontrollingInterestsTotalDeficiency
Balance at January 1, 2024$(412,836)$(12,851)$(425,687)$(12,238)$(437,925)
Net loss attributable to CSC Holdings, LLC sole member(21,193)—(21,193)—(21,193)
Net loss attributable to noncontrolling interests———8,2978,297
Pension liability adjustments, net of income taxes—4,2554,255—4,255
Foreign currency translation adjustment—(612)(612)—(612)
Share-based compensation expense (equity classified)6,484—6,484—6,484
Cash distributions to parent(3,775)—(3,775)—(3,775)
Non-cash contributions from parent5,858—5,858—5,858
Balance at March 31, 2024(425,462)(9,208)(434,670)(3,941)(438,611)
Net income attributable to CSC Holdings, LLC sole member15,361—15,361—15,361
Net income attributable to noncontrolling interests———6,3416,341
Pension liability adjustments, net of income taxes—2,6292,629—2,629
Foreign currency translation adjustment—(205)(205)—(205)
Share-based compensation expense (equity classified)15,147—15,147—15,147
Cash distributions to parent(863)—(863)—(863)
Balance at June 30, 2024(395,817)(6,784)(402,601)2,400(400,201)
Net income attributable to CSC Holdings, LLC sole member(43,660)—(43,660)—(43,660)
Net income attributable to noncontrolling interests———2,1352,135
Pension liability adjustments, net of income taxes—(943)(943)—(943)
Foreign currency translation adjustment—414414—414
Share-based compensation expense (equity classified)16,188—16,188—16,188
Cash distributions to parent(707)—(707)—(707)
Non-cash distributions to parent(64)—(64)—(64)
Balance at September 30, 2024$(424,060)$(7,313)$(431,373)$4,535$(426,838)

CONSOLIDATED STATEMENTS OF MEMBER'S DEFICIENCY (Continued)

Member'sDeficiencyAccumulated Other Comprehensive LossTotalMember's DeficiencyNoncontrollingInterestsTotalDeficiency
Balance at January 1, 2023$(475,650)$(8,201)$(483,851)$(28,701)$(512,552)
Net income attributable to CSC Holdings, LLC sole member25,865—25,865—25,865
Net income attributable to noncontrolling interests———5,3055,305
Pension liability adjustments, net of income taxes—1,0611,061—1,061
Foreign currency translation adjustment, net of income taxes—(188)(188)(2)(190)
Share-based compensation benefit (equity classified)(8,718)—(8,718)—(8,718)
Change in noncontrolling interest(14,166)—(14,166)(8,027)(22,193)
Other, net(82)—(82)—(82)
Balance at March 31, 2023(472,751)(7,328)(480,079)(31,425)(511,504)
Net income attributable to CSC Holdings, LLC sole member78,300—78,300—78,300
Net income attributable to noncontrolling interests———7,8447,844
Pension liability adjustments, net of income taxes—4,3434,343—4,343
Foreign currency translation adjustment—740740(2)738
Share-based compensation expense (equity classified)9,091—9,091—9,091
Distributions to noncontrolling interests———(1,077)(1,077)
Change in noncontrolling interest175—175400575
Other, net(83)—(83)—(83)
Balance at June 30, 2023(385,268)(2,245)(387,513)(24,260)(411,773)
Net income attributable to CSC Holdings, LLC sole member66,839—66,839—66,839
Net income attributable to noncontrolling interests———8,6768,676
Pension liability adjustments, net of income taxes—1,7641,764—1,764
Foreign currency translation adjustment—(2,026)(2,026)(4)(2,030)
Share-based compensation expense (equity classified)6,062—6,062—6,062
Change in noncontrolling interest1,176—1,176(664)512
Other, net(31)—(31)—(31)
Balance at September 30, 2023$(311,222)$(2,507)$(313,729)$(16,252)$(329,981)

CSC HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net income (loss)$(32,719)$192,829
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization (including impairments)1,170,5031,237,283
Gain on investments and sale of affiliate interests, net(292)(192,010)
Loss on derivative contracts, net—166,489
Loss (gain) on extinguishment of debt and write-off of deferred financing costs7,035(4,393)
Amortization of deferred financing costs and discounts (premiums) on indebtedness15,47026,334
Share-based compensation50,35129,368
Deferred income taxes(4,857)(187,295)
Decrease in right-of-use assets33,72934,633
Allowance for credit losses68,43362,148
Other5,4699,406
Change in operating assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable, trade(24,721)(29,403)
Prepaid expenses and other assets(145,355)(76,862)
Amounts due from and due to affiliates(46,762)56,193
Accounts payable and accrued liabilities(174,952)(2,374)
Deferred revenue8,5899,531
Interest rate swap contracts110,130(1,692)
Net cash provided by operating activities1,040,0511,330,185
Cash flows from investing activities:
Capital expenditures(1,042,975)(1,409,561)
Payments for acquisitions, net of cash acquired(5,748)—
Other, net2,743(1,677)
Net cash used in investing activities(1,045,980)(1,411,238)
Cash flows from financing activities:
Proceeds from long-term debt3,875,0002,350,000
Repayment of debt(3,891,175)(2,215,112)
Proceeds from notes payable to affiliates92,500—
Proceeds from derivative contracts in connection with the settlement of collateralized debt—38,902
Principal payments on finance lease obligations(99,426)(112,795)
Payment related to acquisition of a noncontrolling interest(7,261)(7,035)
Additions to deferred financing costs(18,936)—
Other, net(6,345)(8,521)
Net cash provided by (used in) financing activities(55,643)45,439
Net decrease in cash and cash equivalents(61,572)(35,614)
Effect of exchange rate changes on cash and cash equivalents(403)(1,482)
Net decrease in cash, cash equivalents and restricted cash(61,975)(37,096)
Cash, cash equivalents and restricted cash at beginning of year302,331305,744
Cash, cash equivalents and restricted cash at end of period$240,356$268,648

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND RELATED MATTERS

The Company and Related Matters

Altice USA, Inc. ("Altice USA") was incorporated in Delaware on September 14, 2015. Altice USA is majority-owned by Patrick Drahi through Next Alt S.à r.l. ("Next Alt"). Patrick Drahi also controls Altice Group Lux S.à r.l, ("Altice Europe") and its subsidiaries and other entities.

Altice USA, through CSC Holdings, LLC (a wholly-owned subsidiary of Cablevision Systems Corporation) and its consolidated subsidiaries ("CSC Holdings," and collectively with Altice USA, the "Company", "we", "us" and "our"), principally delivers broadband, video, and telephony services to residential and business customers, as well as proprietary content and advertising services in the United States. We market our residential services under the Optimum brand and provide enterprise services under the Lightpath and Optimum Business brands. In addition, we offer a full service mobile offering to consumers across our footprint. As these businesses are managed on a consolidated basis, we classify our operations inone segment.

The accompanying consolidated financial statements ("consolidated financial statements") of Altice USA include the accounts of Altice USA and its majority-owned subsidiaries and the accompanying consolidated financial statements of CSC Holdings include the accounts of CSC Holdings and its majority-owned subsidiaries. The consolidated balance sheets and statements of operations of Altice USA are essentially identical to the consolidated balance sheets and statements of operations of CSC Holdings, except for the assets and liabilities and results of operations associated with the wholly-owned subsidiary of Altice USA that provides insurance coverage to CSC Holdings ("Captive"), as well as additional cash and deferred tax liabilities at Altice USA.

The combined notes to the consolidated financial statements relate to the Company, which, except as noted, are essentially identical for Altice USA and CSC Holdings. All significant intercompany transactions and balances between Altice USA and its respective consolidated subsidiaries are eliminated in Altice USA's consolidated financial statements. All significant intercompany transactions and balances between CSC Holdings and its respective consolidated subsidiaries are eliminated in CSC Holdings' consolidated financial statements. Intercompany transactions between Altice USA and CSC Holdings are not eliminated in the CSC Holdings consolidated financial statements, but are eliminated in the Altice USA consolidated financial statements.

The financial statements of CSC Holdings are included herein as supplemental information as CSC Holdings is not a Securities and Exchange Commission registrant.

NOTE 2. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all the information and notes required for complete annual financial statements.

The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

The financial statements presented in this report are unaudited; however, in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2024.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. See Note 11 for a discussion of fair value estimates.

NOTE 3. ACCOUNTING STANDARDS

Recently Issued But Not Yet Adopted Accounting Pronouncements

ASU No. 2023-07 Segment Reporting—Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures, to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities. ASU No. 2023-07 is meant to enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 (year ending December 31, 2024 for us). Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2023-07.

ASU No. 2023-09 Income Taxes—Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes—Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 (year ending December 31, 2025 for us). Early adoption is permitted. We are currently evaluating the impact of adopting ASU No. 2023-09.

NOTE 4. REVENUE

The following table presents the composition of revenue:

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Residential:
Broadband$913,417$961,751$2,745,400$2,884,661
Video715,117775,8182,210,1562,321,557
Telephony69,87773,640212,545227,390
Mobile30,56320,32082,93553,993
Residential revenue1,728,9741,831,5295,251,0365,487,601
Business services and wholesale366,355366,8521,100,5061,095,197
News and advertising117,682107,484328,687319,686
Other14,68911,33539,16132,968
Total revenue$2,227,700$2,317,200$6,719,390$6,935,452

We are assessed non-income related taxes by governmental authorities, including franchising authorities (generally under multi-year agreements), and collect such taxes from our customers. In instances where the tax is being assessed directly on us, amounts paid to the governmental authorities are recorded as programming and other direct costs and amounts received from the customers are recorded as revenue. For the three and nine months ended September 30, 2024, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $52,510 and $160,664, respectively. For the three and nine months ended September 30, 2023, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $53,989 and $165,691, respectively.

Customer Contract Costs

Deferred enterprise sales commission costs are included in other current and noncurrent assets in the consolidated balance sheets and totaled $19,053 and $18,109 as of September 30, 2024 and December 31, 2023, respectively.

A significant portion of our revenue is derived from residential and small and medium-sized business ("SMB") customer contracts which are month-to-month. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from our existing customer base.

Contracts with enterprise customers generally range from three years tofive years, and services may only be terminated in accordance with the contractual terms.

Concentration of Credit Risk

We did not have a single customer that represented 10% or more of our consolidated revenues for the three and nine months ended September 30, 2024 and 2023 or 10% or more of our consolidated net trade receivables at September 30, 2024 and December 31, 2023, respectively.

NOTE 5. NET INCOME (LOSS) PER SHARE

Basic net income per common share attributable to Altice USA stockholders is computed by dividing net income attributable to Altice USA stockholders by the weighted average number of common stock outstanding during the period. Diluted income per common share attributable to Altice USA stockholders reflects the dilutive effects of stock options, restricted stock, restricted stock units, and deferred cash-denominated awards. For awards that are performance based, the dilutive effect is reflected upon the achievement of the performance criteria. Diluted net loss per common share attributable to Altice USA stockholders excludes the effects of common stock equivalents as they are anti-dilutive.

The following table presents a reconciliation of weighted average shares used in the calculations of the basic and diluted net income (loss) per share attributable to Altice USA stockholders:

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Basic weighted average shares outstanding460,626454,730459,335454,702
Effect of dilution:
Restricted stock—55—99
Deferred cash-denominated awards—291—317
Diluted weighted average shares outstanding460,626455,076459,335455,118
Weighted average shares excluded from diluted weighted average shares outstanding:
Anti-dilutive shares20,82344,78832,95546,228
Share-based compensation awards whose performance metrics have not been achieved25,17225,94721,55419,230

Net income (loss) per membership unit for CSC Holdings is not presented since CSC Holdings is a limited liability company and a wholly-owned subsidiary of Altice USA.

NOTE 6. SUPPLEMENTAL CASH FLOW INFORMATION

Our non-cash investing and financing activities and other supplemental data were as follows:

Nine Months Ended September 30,
20242023
Non-Cash Investing and Financing Activities:
Altice USA and CSC Holdings:
Capital expenditures accrued but unpaid$351,896$384,912
Notes payable for the purchase of equipment and other assets50,642135,272
Right-of-use assets acquired in exchange for finance lease obligations28,708102,671
Other—14,071
Supplemental Data:
Altice USA and CSC Holdings:
Cash interest paid, net of capitalized interest of $2,720 and $13,267, respectively1,301,9351,154,080
Income taxes paid, net211,151200,253

NOTE 7. RESTRUCTURING, IMPAIRMENTS AND OTHER OPERATING ITEMS

Our restructuring, impairments and other operating items are comprised of the following:

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Litigation settlements, net of reimbursements (a)$—$—$(59,750)$—
Contract termination costs (b)——41,924—
Contractual payments for terminated employees4,5982,95116,46032,183
Facility realignment costs7184764,2652,187
Impairment of right-of-use operating lease assets1,62924,5919,125
Other3,9261,0248,035(4,192)
$10,871$4,453$15,525$39,303

(a)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.

(b)Represent costs to early terminate contracts with vendors.

NOTE 8. GOODWILL AND INTANGIBLE ASSETS

Our amortizable intangible assets primarily consist of customer relationships acquired pursuant to business combinations and represent the value of the business relationship with those customers.

The following table summarizes information relating to our acquired amortizable intangible assets:

As of September 30, 2024 · As of December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying AmountEstimated Useful Lives
Customer relationships$6,089,406$(5,062,400)$1,027,006$6,073,152$(4,824,140)$1,249,0121 to 18 years
Trade names1,010,000(1,010,000)—1,010,300(1,010,300)—4 to 7 years
Other amortizable intangibles51,553(42,284)9,26950,495(40,172)10,3231 to 15 years
$7,150,959$(6,114,684)$1,036,275$7,133,947$(5,874,612)$1,259,335
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Amortization expense related to amortizable intangible assets$73,264$90,575$240,372$299,445

Goodwill and the value of indefinite-lived cable franchises acquired in business combinations are not amortized. Rather, such assets are tested for impairment annually, as of October 1, or whenever events or changes in circumstances indicate that it is more likely than not that the assets may be impaired. The carrying amount of indefinite-lived cable franchise rights was $13,216,355 and goodwill was $8,044,716 as of September 30, 2024 and December 31, 2023.

NOTE 9. DEBT

The following table provides details of our outstanding debt:

Interest Rate at September 30, 2024 · September 30, 2024 · December 31, 2023
Date Issued · Maturity Date · Principal Amount · Carrying Amount (a) · Principal Amount · Carrying Amount (a)
CSC Holdings Senior Notes:
May 23, 2014 (g)$—$—$750,000$742,746
October 18, 2018April 1, 20287.500%4,1184,1154,1184,114
November 27, 2018April 1, 20287.500%1,045,8821,045,0801,045,8821,044,933
July 10 and October 7, 2019January 15, 20305.750%2,250,0002,273,1142,250,0002,275,915
June 16 and August 17, 2020December 1, 20304.625%2,325,0002,355,9372,325,0002,359,078
May 13, 2021November 15, 20315.000%500,000498,641500,000498,525
6,125,0006,176,8876,875,0006,925,311
CSC Holdings Senior Guaranteed Notes:
September 23, 2016April 15, 20275.500%1,310,0001,308,1951,310,0001,307,709
January 29, 2018February 1, 20285.375%1,000,000996,6191,000,000995,940
January 24, 2019February 1, 20296.500%1,750,0001,748,3391,750,0001,748,098
June 16, 2020December 1, 20304.125%1,100,0001,096,8281,100,0001,096,499
August 17, 2020February 15, 20313.375%1,000,000997,7861,000,000997,556
May 13, 2021November 15, 20314.500%1,500,0001,495,9531,500,0001,495,598
April 25, 2023May 15, 202811.250%1,000,000994,8851,000,000994,072
January 25, 2024January 31, 202911.750%2,050,0002,033,021——
10,710,00010,671,6268,660,0008,635,472
CSC Holdings Restricted Group Credit Facility:
Revolving Credit Facility (b)July 13, 20277.447%1,700,0001,697,324825,000821,632
Term Loan B (f)——1,520,4831,518,530
Incremental Term Loan B-3 (f)——521,744520,988
Incremental Term Loan B-5 (c)April 15, 20277.174%2,865,0002,856,1122,887,5002,876,131
Incremental Term Loan B-6 (d)January 15, 20289.597%1,971,9131,939,7001,986,9281,948,503
6,536,9136,493,1367,741,6557,685,784
Lightpath Senior Notes:
September 29, 2020September 15, 20285.625%415,000409,963415,000409,136
Lightpath Senior Secured Notes:
September 29, 2020September 15, 20273.875%450,000445,472450,000444,410
Lightpath Term Loan (e)November 30, 20278.461%577,500569,255582,000571,898
Lightpath Revolving Credit Facility————
1,442,5001,424,6901,447,0001,425,444
Finance lease obligations157,638157,638228,356228,356
Notes payable and supply chain financing128,695128,695174,594174,594
25,100,74625,052,67225,126,60525,074,961
Less: current portion of credit facility debt(56,019)(56,019)(61,177)(61,177)
Less: current portion of finance lease obligations(89,090)(89,090)(123,636)(123,636)
Less: current portion of notes payable and supply chain financing(128,695)(128,695)(174,594)(174,594)
(273,804)(273,804)(359,407)(359,407)
Long-term debt$24,826,942$24,778,868$24,767,198$24,715,554

(a)The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.

(b)At September 30, 2024, $157,988 of the revolving credit facility was restricted for certain letters of credit issued on our behalf and $617,012 of the $2,475,000 facility was undrawn and available, subject to covenant limitations. The revolving credit facility bears interest at a rate of Secured Overnight Financing Rate ("SOFR") (plus a credit adjustment spread of 0.10%) plus 2.25% per annum.

(c)Incremental Term Loan B-5 requires quarterly installments of $7,500 and bears interest at a rate equal to Synthetic USD London Interbank Offered Rate ("LIBOR") plus 2.50% per annum through March 31, 2025. Thereafter, we will be required to pay interest at a rate equal to the alternate base rate (“ABR”), plus the applicable margin, where the ABR is the greater of (x) prime rate or (y) the federal funds effective rate plus 50 basis points and the applicable margin for any ABR loan is 1.50% per annum.

(d)Incremental Term Loan B-6 requires quarterly installments of $5,005 and bears interest at a rate equal to SOFR plus 4.50% per annum.

(e)Pursuant to the loan agreement, interest will be calculated for any (i) SOFR loan, at a rate per annum equal to the Term SOFR (plus spread adjustments of 0.11448%,0.26161% and 0.42826% for interest periods of one, three and six months, respectively) or (ii) the alternate base rate loan, at the alternative base rate as applicable, plus the applicable margin in each case, where the applicable margin is 2.25% per annum with respect to any alternate base rate loan and 3.25% per annum with respect to any SOFR loan.

(f)The Term Loan B and Incremental Term Loan B-3 were repaid with proceeds from the issuance of senior guaranteed notes in January 2024. See discussion below.

(g)The 5.250% senior notes were redeemed in February 2024 with proceeds from drawings under the CSC Holdings Revolving Credit Facility. See discussion below.

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 certain designated subsidiaries and investments. The CSC Holdings Restricted Group is comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries excluding Cablevision Lightpath which became an unrestricted subsidiary in September 2020. These CSC Holdings 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 Revolving Credit Facility

During the nine months ended September 30, 2024, CSC Holdings borrowed $1,825,000 under its revolving credit facility and repaid $950,000 of amounts outstanding under the revolving credit facility.

CSC Holdings 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 connection with these transactions, we recorded a write-off of the outstanding deferred financing costs on these loans of $2,598.

In February 2024, we redeemed the CSC Holdings 5.250% Senior Notes and 5.250% Series B Senior Notes due June 2024 with proceeds under the CSC Holdings Revolving Credit Facility. In connection with these transactions, we recorded a write-off of the outstanding deferred financing costs on these notes of $4,437.

Lightpath Credit Facility

In February 2024, Lightpath entered into an extension amendment (the "Extension Amendment") to its amended credit agreement (the "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 equaled $115,000.

Under 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.

Debt Compliance

As of September 30, 2024, CSC Holdings and Lightpath were in compliance with applicable financial covenants under their respective credit facilities and with applicable financial covenants under each respective indenture by which the senior guaranteed notes, senior secured notes and senior notes were issued.

Supply Chain Financing Arrangement

We have a supply chain financing arrangement with a financial institution with credit availability of $175,000 that is used to finance certain of our property and equipment purchases. This arrangement extends our repayment terms beyond a vendor’s original invoice due dates (for up to one year) and as such are classified as debt on our consolidated balance sheets.

The following is a rollforward of the outstanding balances relating to our supply chain financing arrangement:

Balance as of December 31, 2023$174,454
Purchases financed50,642
Repayments(96,401)
Balance as of September 30, 2024$128,695

Summary of Debt Maturities

The future principal payments under our various debt obligations outstanding as of September 30, 2024, including notes payable and supply chain financing, but excluding finance lease obligations, are as follows:

2024$92,058
2025106,662
202656,019
20276,841,519
2028 (a)5,371,850
Thereafter12,475,000

(a)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.

NOTE 10. DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS

Prepaid Forward Contracts

Historically, we had entered into various transactions to limit the exposure against equity price risk on shares of Comcast Corporation ("Comcast") common stock we previously owned. We monetized all of our stock holdings in Comcast through the execution of prepaid forward contracts, collateralized by an equivalent amount of the respective underlying stock.

In January 2023, we settled our outstanding collateralized indebtedness by delivering the Comcast shares we held and the related equity derivative contracts which resulted in us receiving net cash of approximately $50,500 (including dividends of $11,598) and recorded a gain on the extinguishment of debt of $4,393.

As of September 30, 2024, we did not hold and have not issued equity derivative instruments for trading or speculative purposes.

Interest Rate Swap Contracts

To manage interest rate risk, we have from time to time entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. Such contracts effectively fix the borrowing rates on floating rate debt to provide an economic hedge against the risk of rising rates and/or effectively convert fixed rate borrowings to variable rates to permit us to realize lower interest expense in a declining interest rate environment. We monitor the financial institutions that are counterparties to our interest rate swap contracts and we only enter into interest rate swap contracts with financial institutions that are rated investment grade. All such contracts are not designated as hedges for accounting purposes and are carried at their fair market values on our consolidated balance sheets, with changes in fair value reflected in the consolidated statements of operations.

In September 2024, we terminated all our CSC Holdings interest rate swap agreements with an aggregate notional value of $3,000,000. These contracts were due to mature in January 2025 and December 2026. In connection with these early terminations, we received cash of $43,182 presented in operating activities in our consolidated statements of cash flows and incurred a loss of $52,943 reflected in our consolidated statements of operations.

The following represents the location of the assets associated with our derivative instruments within the consolidated balance sheets:

Derivatives Not Designated as Hedging Instruments · Balance Sheet Location · Fair Value at
September 30, 2024 · December 31, 2023
Asset Derivatives:
Interest rate swap contractsOther assets, long-term$4,691$112,914
Liability Derivatives:
Interest rate swap contractsOther liabilities, long-term$(1,907)$—

The following table presents certain consolidated statement of operations data related to our derivative contracts and the underlying Comcast common stock:

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Loss on derivative contracts related to change in the value of equity derivative contracts related to Comcast common stock$—$—$—$(166,489)
Change in the fair value of Comcast common stock included in gain on investments———192,010
Gain (loss) on interest rate swap contracts, net(45,657)31,97210,22078,708

Interest Rate Swap Contracts

The following is a summary of the terms of our outstanding interest rate swap contracts at September 30, 2024:

Maturity DateNotional AmountCompany PaysCompany Receives
Lightpath:
December 2026$300,000Fixed rate of 2.11%One-month SOFR
December 2026180,000Fixed rate of 3.523%One-month SOFR

NOTE 11. FAIR VALUE MEASUREMENT

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

Level I - Quoted prices for identical instruments in active markets.

Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level III - Instruments whose significant value drivers are unobservable.

The following table presents our financial assets and financial liabilities that are measured at fair value on a recurring basis and their classification under the fair value hierarchy:

Fair ValueHierarchySeptember 30, 2024December 31, 2023
Assets:
Money market fundsLevel I$120,002$49,541
Interest rate swap contractsLevel II4,691112,914
Liabilities:
Interest rate swap contractsLevel II1,907—
Contingent consideration related to acquisitionsLevel III6,1892,037

Our money market funds which are classified as cash equivalents are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.

The interest rate swap contracts on our consolidated balance sheets are valued using market-based inputs to valuation models. These valuation models require a variety of inputs, including contractual terms, market prices, yield curves, and measures of volatility. When appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads and credit risk considerations. Such adjustments are generally based on available market evidence. Since model inputs can generally be verified and do not involve significant management judgment, we have concluded that these instruments should be classified within Level II of the fair value hierarchy.

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate fair value of each class of financial instruments for which it is practicable to estimate:

Credit Facility Debt, Senior Notes, Senior Guaranteed Notes, Senior Secured Notes, Notes Payable, and Supply Chain Financing

The fair values of each of our debt instruments are based on quoted market prices of these instruments. The fair value of notes payable is based primarily on the present value of the remaining payments discounted at the borrowing cost. The carrying value of outstanding amounts related to supply chain financing agreements approximates the fair value due to their short-term maturity (less than one year).

The carrying values, estimated fair values, and classification under the fair value hierarchy of our financial instruments, excluding those that are carried at fair value in the accompanying consolidated balance sheets, are summarized below:

September 30, 2024 · December 31, 2023
Fair ValueHierarchyCarryingAmount (a)EstimatedFair ValueCarryingAmount (a)EstimatedFair Value
Credit facility debtLevel II$7,062,391$7,114,413$8,257,682$8,323,654
Senior guaranteed notes and senior secured notesLevel II11,117,0989,375,2759,079,8827,784,288
Senior notesLevel II6,586,8503,674,6387,334,4474,932,931
Notes payable and supply chain financingLevel II128,695128,695174,594174,594
$24,895,034$20,293,021$24,846,605$21,215,467

(a)Amounts are net of unamortized deferred financing costs and discounts/premiums.

The fair value estimates related to our debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

NOTE 12. INCOME TAXES

We use an estimated annual effective tax rate ("AETR") to measure the income tax expense or benefit recognized on a year-to-date basis in an interim period. In addition, certain items included in income tax expense as well as the tax impact of certain items included in pretax income must be treated as discrete items. The income tax expense or benefit associated with these discrete items is fully recognized in the interim period in which the items occur.

Altice USA

For the three and nine months ended September 30, 2024, we recorded a tax benefit (expense) of $9,892 and $(42,045) on pre-tax income (loss) of $(50,727) and $10,016, respectively. For the three months ended September 30, 2024, the effective tax rate was lower than the U.S. statutory tax rate primarily due to the increase in tax deficiencies on share-based compensation. For the nine months ended September 30, 2024, the effective tax rate was higher than the U.S. statutory rate, due to increased state tax expense, primarily from a discrete adjustment of $19,472 from the enacted corporate tax rate increase in New Jersey. In addition, the higher rate for the nine month period is due to the impact of certain non-deductible expenses and tax deficiencies on share-based compensation.

For the three and nine months ended September 30, 2023, we recorded a tax expense of $27,336 and $106,433 on pre-tax income of $102,851 and $299,262, respectively, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher tax rate was due to the impact of certain non-deductible expenses, state tax expense, and tax deficiencies on share-based compensation.

CSC Holdings

For the three and nine months ended September 30, 2024, we recorded a tax benefit (expense) of $10,064 and $(41,873) on pre-tax income (loss) of $(51,589) and $9,154, respectively. For the three months ended September 30, 2024, the effective tax rate was lower than the U.S. statutory tax rate primarily due to the increase in tax deficiencies on share-based compensation. For the nine months ended September 30, 2024, the effective tax rate was higher than the U.S. statutory rate, due to increased state tax expense, primarily from a discrete adjustment of $19,472 from the enacted corporate tax rate increase in New Jersey. In addition, the higher rate for the nine month period is due to the impact of certain non-deductible expenses and tax deficiencies on share-based compensation.

For the three and nine months ended September 30, 2023, we recorded a tax expense of $27,336 and $106,433 on pre-tax income of $102,851 and $299,262, respectively, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher tax rate was due to the impact of certain non-deductible expenses, state tax expense, and tax deficiencies on share-based compensation.

NOTE 13. SHARE-BASED COMPENSATION

The following table presents share-based compensation expense (benefit) and unrecognized compensation cost:

Share-Based Compensation · Unrecognized Compensation Cost as of September 30, 2024
Three Months Ended September 30, · Nine Months Ended September 30,
2024 · 2023 · 2024 · 2023
Awards issued pursuant to LTIP:
Stock option awards (a)$1,154$1,103$373$(5,564)$2,740
Performance stock units (a)651(5,232)(1,568)(13,038)3,573
Restricted share units13,41210,40336,91923,32058,397
Cash denominated performance awards4,0971,18411,0253,48772,008
Other8568,6573,60221,1631,716
$20,170$16,115$50,351$29,368$138,434

(a)The benefit for the three and nine months ended September 30, 2023 includes credits due to the modification of awards to certain former executive officers and other forfeitures. The benefit for the nine months ended September 30, 2024 reflects credits due to forfeitures.

Restricted Share Units

The following table summarizes activity related to restricted share units granted to our employees:

Number of Units
Balance at December 31, 202322,493,888
Granted20,861,475
Vested(5,206,983)
Forfeited(3,575,734)
Balance at September 30, 202434,572,646

Cash Denominated Performance Awards

The following table summarizes activity related to cash denominated performance award granted to our employees:

Number of Units
Balance at December 31, 202348,492,500
Granted50,005,000
Forfeited(6,600,000)
Balance at September 30, 202491,897,500

The deferred cash denominated performance awards cliff vest in three years. The payout of these awards can range from 0% to 200% of the target value based on the Company’s achievement of certain revenue and Adjusted EBITDA targets during a three year performance period. These awards will be settled in shares of the Company's Class A common stock, or cash, at the Company's option.

Lightpath Plan Awards

As of September 30, 2024,557,834 Class A-1 management incentive units and 281,676 Class A-2 management incentive units ("Award Units") granted to certain employees of Lightpath were outstanding. Vested units will be redeemed upon a partial exit, a change in control or the completion of an initial public offering, as defined in the Holdings LLC agreement. The grant date fair value of the Award Units outstanding aggregated $31,073 and will be expensed in the period in which a partial exit or a liquidity event is consummated.

NOTE 14. AFFILIATE AND RELATED PARTY TRANSACTIONS

Affiliate and Related Party Transactions

Altice USA is controlled by Patrick Drahi through Next Alt who also controls Altice Europe and other entities.

As the transactions discussed below were conducted between entities under common control by Mr. Drahi, amounts charged for certain services may not have represented amounts that might have been received or incurred if the transactions were based upon arm's length negotiations.

The following table summarizes the revenue and expenses related to services provided to or received from affiliates and related parties:

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue$74$637$386$1,319
Operating expenses:
Programming and other direct costs(2,449)(3,615)(8,951)(9,337)
Other operating expenses, net(13,429)(30,064)(34,188)(39,859)
Operating expenses, net(15,878)(33,679)(43,139)(49,196)
Net charges$(15,804)$(33,042)$(42,753)$(47,877)
Capital expenditures$19,201$41,576$78,507$104,468

Revenue

We recognize revenue primarily from the sale of advertising to a subsidiary of Altice Europe.

Programming and Other Direct Costs

Programming and other direct costs include costs incurred for advertising services provided by a subsidiary of Altice Europe.

Other Operating Expenses, Net

Other operating expenses primarily include charges for services provided by certain subsidiaries of Altice Europe and other related parties, including costs for customer care services.

Capital Expenditures

Capital expenditures primarily include costs for equipment purchased and software development services provided by subsidiaries of Altice Europe.

Aggregate amounts that were due from and due to affiliates and related parties are summarized below:

September 30, 2024December 31, 2023
Due from:
Altice Europe$305$137
Other affiliates and related parties270270
$575$407
Due to:
Altice Europe$25,991$71,523
$25,991$71,523

Amounts due from affiliates presented in the table above represent amounts due for services provided to the respective related party. Amounts due to affiliates presented in the table above and included in other current liabilities in the accompanying balance sheets relate to the purchase of equipment, customer care services, and advertising services, as well as reimbursement for payments made on our behalf.

CSC Holdings Transactions with Altice USA

During the three and nine months ended September 30, 2024, CSC Holdings made cash equity distribution payments to its parent of $707 and $5,345, respectively. CSC Holdings made non-cash equity distributions to its parent of $64 for the three months ended September 30, 2024 and received non-cash equity contributions from its parent of $5,794 for the nine months ended September 30, 2024. During the three and nine months ended September 30, 2023, CSC Holdings made cash equity distribution payments to its parent of $31 and $197, respectively.

In September 2024, CSC Holdings transferred to the Captive certain workers' compensation, general and automobile liability liabilities with a discounted carrying value of $86,601. Contemporaneously, CSC Holdings made an insurance premium payment of $102,405 to the Captive in respect of such liabilities and borrowed $92,500 from the Captive pursuant to a demand promissory note. Interest on the note payable accrues at 6% and for the three months ended September 30, 2024 amounted to $60. As of September 30, 2024, CSC Holdings had a receivable from the Captive of $998.

NOTE 15. COMMITMENTS AND CONTINGENCIES

Legal Matters

On December 7, 2023, Warner Records Inc., Sony Music Publishing (US) LLC and a number of other purported copyright holders (collectively, the “Warner Plaintiffs”) filed a complaint in the U.S. District Court for the Eastern District of Texas (the “Warner Matter”), alleging that certain of our Internet subscribers directly infringed over 10,700 of the Warner Plaintiffs’ copyrighted works. The Warner Plaintiffs seek to hold us liable for claims of contributory infringement of copyright and vicarious copyright infringement. The Warner Plaintiffs also claim that our alleged secondary infringement was willful and seek substantial statutory damages.

We intend to and are vigorously defending against the claims in the Warner Matter. In addition to contesting the claims of liability, we have an affirmative defense under the Digital Millennium Copyright Act that, if successful, would preclude or limit monetary damages against us in connection with some or all of the Warner Plaintiffs’ asserted claims. There can be no assurance as to the outcome of this litigation. We may incur significant costs in defending this action, and if we need to take measures to reduce our exposure to these risks or are required to pay damages in relation to such claims or choose to settle such claims, our business, reputation, financial condition and results of operations could be materially adversely affected.

We also receive notices from third parties, and in some cases we are named as a defendant in lawsuits, claiming infringement of various patents or copyrights relating to various aspects of our businesses. In certain of these cases other industry participants are also defendants, and in certain of these cases we expect that some or all potential liability would be the responsibility of our vendors pursuant to applicable contractual indemnification provisions. In the event that we are found to infringe on any patent or other intellectual property rights, we may be subject to substantial damages or an injunction that could require us or our vendors to modify certain products and services we offer to our subscribers, as well as enter into royalty or license agreements with respect to the patents at issue. We are also party to various other lawsuits, disputes and investigations arising in the ordinary course of our business, some of which may involve claims for substantial damages, fines or penalties. Although the outcome of these matters cannot be predicted and the impact of the final resolution of these matters on our results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters, individually, will have a material adverse effect on our operations or financial position or our ability to meet our financial obligations as they become due, but they could be material to our consolidated results of operations or cash flows for any one period.

NOTE 16. SUPPLEMENTAL INFORMATION

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 the CSC Holdings’ credit facility and indentures governing the notes issued by CSC Holdings.

Presented below is financial information that reflects the financial condition and results of operations of CSC Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of CSC Holdings' Unrestricted Subsidiaries as of September 30, 2024, and for the three and nine months ended September 30, 2024 and 2023. The financial information may not necessarily be indicative of the financial condition and results of operations had the Unrestricted Subsidiaries operated as independent entities.

As of September 30, 2024
Restricted GroupUnrestricted GroupEliminationsCSC Holdings
ASSETS
Current assets$859,205$118,265$(118,481)$858,989
Long term assets29,495,6971,501,622(13,334)30,983,985
Total assets$30,354,902$1,619,887$(131,815)$31,842,974
LIABILITIES AND MEMBER'S DEFICIENCY
Current liabilities$2,116,626$202,698$(121,535)$2,197,789
Long-term debt23,360,1781,418,690—24,778,868
Long-term liabilities5,180,005123,167(10,017)5,293,155
Total liabilities30,656,8091,744,555(131,552)32,269,812
Total member's deficiency(301,907)(129,380)(86)(431,373)
Noncontrolling interests—4,712(177)4,535
Total deficiency(301,907)(124,668)(263)(426,838)
Total liabilities and member's deficiency$30,354,902$1,619,887$(131,815)$31,842,974
Three Months Ended September 30, 2024
Restricted GroupUnrestricted GroupEliminationsCSC Holdings
Revenue$2,113,045$116,754$(2,099)$2,227,700
Operating expenses1,705,58380,436(2,110)1,783,909
Operating income407,46236,31811443,791
Other expense, net(463,125)(31,999)(256)(495,380)
Income (loss) before income taxes(55,663)4,319(245)(51,589)
Income tax benefit (expense)10,728(664)—10,064
Net income (loss)(44,935)3,655(245)(41,525)
Net loss (income) attributable to noncontrolling interests—(2,357)222(2,135)
Net income (loss) attributable to CSC Holdings, LLC sole member$(44,935)$1,298$(23)$(43,660)
Nine Months Ended September 30, 2024
Restricted GroupUnrestricted GroupEliminationsCSC Holdings
Revenue$6,379,353$346,118$(6,081)$6,719,390
Operating expenses5,142,144244,833(6,114)5,380,863
Operating income1,237,209101,285331,338,527
Other expense, net(1,259,799)(67,686)(1,888)(1,329,373)
Income (loss) before income taxes(22,590)33,599(1,855)9,154
Income tax expense(37,573)(4,300)—(41,873)
Net income (loss)(60,163)29,299(1,855)(32,719)
Net loss (income) attributable to noncontrolling interests—(18,446)1,673(16,773)
Net income (loss) attributable to CSC Holdings, LLC sole member$(60,163)$10,853$(182)$(49,492)
Three Months Ended September 30, 2023
Restricted GroupUnrestricted GroupEliminationsCSC Holdings
Revenue$2,209,242$108,886$(928)$2,317,200
Operating expenses1,749,30476,271(940)1,824,635
Operating income459,93832,61512492,565
Other expense, net(389,357)(16,789)16,432(389,714)
Income before income taxes70,58115,82616,444102,851
Income tax expense(23,606)(3,730)—(27,336)
Net income46,97512,09616,44475,515
Net loss (income) attributable to noncontrolling interests(667)(8,862)853(8,676)
Net income attributable to CSC Holdings, LLC sole member$46,308$3,234$17,297$66,839
Nine Months Ended September 30, 2023
Restricted GroupUnrestricted GroupEliminationsCSC Holdings
Revenue$6,614,694$326,036$(5,278)$6,935,452
Operating expenses5,319,527221,559(5,312)5,535,774
Operating income1,295,167104,477341,399,678
Other expense, net(1,078,620)(19,877)(1,919)(1,100,416)
Income (loss) before income taxes216,54784,600(1,885)299,262
Income tax expense(90,854)(15,579)—(106,433)
Net income (loss)125,69369,021(1,885)192,829
Net loss (income) attributable to noncontrolling interests(1,881)(22,619)2,675(21,825)
Net income attributable to CSC Holdings, LLC sole member$123,812$46,402$790$171,004
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.